Scourge of the Slave Lords
Chapter Six

The approach to and first portion of the adventure 
A3: Assault on the Aerie of the Slavelords

Product Number: 9167
Year Published:  1986

Converted from 1st Edition to 3rd Edition D&D 
by S.H. Jones <sholdenj@uwo.ca>

6 July, 2001

Summary of Conversion: This adventure has been re-scaled to 3E for four characters who, if they have been through the first five chapters, are likely now at least 10th level.  Incidental details or explanations appear throughout; feel free to adjust or dismiss anything that doesn’t work in your campaign. The latter part of this chapter is from module A3, already converted by Scott Metzger: http://www.rpgplanet.com/dnd3e/conversions/a3_aerie_of_the_slave_lords.html 
Those who use this conversion (i.e., the one you are reading right now) should look at Scott Metzger’s as well, as there are some parts I have not bothered to convert since he has already done so; as well, my Chapter 7 (including the latter parts of A3) will include new information, but will be largely covered by Mr. Metzger. Thanks also to Scott Greene for his conversion of the leprechaun: http://www.rpgplanet.com/dnd3e/creaturecatalog/converted/leprechaun.htm.

Chapter 6: The Caves of the Drachensgrab

The PCs should have little difficulty finding evidence at the slaver’s stockade (in Chapter 5) of the route towards Suderham, the slavers’ secret city. The trail winds higher and higher into the Drachensgrab Hills, during the first day through oaks and cottonwoods, and then gradually rising into aspens and pines. By mid-morning of the second day, the trail enters into a rugged, rocky region with many granite outcroppings, ravines, fast-flowing streams, and switch-back turns. Throughout the day, the slavers’ trail grows more and more faint. By the end of the second day, the trail frequently passes over rockfields and barren stretches, making it very difficult to follow (Track DC 30). 
	That night, rain falls heavily. Everyone and everything is thoroughly soaked. By the next morning, the trail is almost impossible to follow (DC 40). The characters are somewhere in this savage wilderness without a trail or a guide: roll Wilderness Lore checks for becoming lost.

Random Wilderness Encounters
Roll twice per day: once during daylight and once at night. A roll of 1-4 on 1d10 results in an encounter (roll d%).

  d%	   d%
  Day	 Night
   01	 01-02		1d3 basilisks
02-05	 03-10		bugbear war party*
06-10	 11-15		caravan*
     	 16-18		1d4+4 fiendish dire bats
11-13	 19-22		1d2 dire bears
14-16	    23		escaped slave*
   17	 24-26		1d3+1 ettins
18-20	 27-30		flind hunting party*
31-35	    31		giant viper (snake) 
36-37	 32-35		gnoll hunting party*
38-40	 36-40		gnoll war party*
41-44	 41-42		goblin war party*
   45	 43-45		1d3+1 hill giants
46-50	 46-49		hobgoblin raiders*
51-53	    50		Suderham hunters*
     	 51-52		kobold spies*
54-55	 53-55		1d3 ogre magi
56-60	 56-60		1d4+6 ogres
     	 61-65		orc raiders*
61-63	 66-69		1d4+4 owlbears
   64	    70		stone giants*
65-66	 71-72		troll raiders*
67-74	   73		1d4+5 verbeeg
75-78	 74-78		1d4+6 worgs
   79	   79		1d2 wyverns
   80	   80		yrthak
81-90	 81-90		heavy rain 
91-00	 91-00		thunderstorm 
* special encounter: see description below

Basilisk: CR 5; SZ Medium magical beast [reptilian]; HD 6d10+12; hp 45; Init -1; Spd 20 ft.; AC 16 (-1 Dex, +7 natural); Atk: bite +8 melee (1d8+3); SA petrifying gaze; SQ low-light vision, darkvision 60 ft; AL N; SV Fort +9, Ref +4, Will +3; Str 15, Dex 8, Con 15, Int 2, Wis 12, Chr 10. 
Skills: Hide +0*, Listen +7, Spot +7. Feats: Alertness, Great Fortitude. 
SA  Petrifying gaze (Su): Turn to stone permanently, range 30 ft. Fort negates (DC 13). 
Note: Basilisks gain a +4 racial bonus to Hide in natural surroundings. 

Fiendish dire bat: CR 3; SZ Large animal; HD 4d8+12; hp 30; Init +6 (Dex); Spd 20 ft, fly 40 ft. (good); AC 20 (-1 size, +6 Dex, +5 natural); Atk bite +5 melee (1d8+4); Face 10 ft x 5 ft; Reach 5 ft; SA smite good; SQ cold and fire resistance 10, damage reduction 5/+1, darkvision 60 ft, blindsight; AL NE; SV Fort +7, Ref +10, Will +6; Str 17, Dex 22, Con 17, Int 3, Wis 14, Chr 6. 
Skills: Listen +11*, Move Silently +11, Spot +11*. 
SA  Smite good (Su): 1/day  one melee attack at +4 damage.
SQ  Blindsight (Ex): Dire bats can “see” by emitting high-frequency sounds, inaudible to most other creatures, that allow them to locate objects and creatures within 120 feet. A silence spell negates this ability and forces the bat to rely on its weak vision, which has a maximum range of ten feet. 
Skills: Dire bats receive a +4 racial bonus to Spot and Listen checks. *These bonuses are lost if blindsight is negated.  

Dire bear: CR 7; SZ Large animal; HD 12d8+48; hp 102; Init +1; Spd 40 ft.; AC 17 (-1 size, +1 Dex, +7 natural); Atk 2 claws +18 (2d4+10), bite +13 melee (2d8+5); Face 10 ft x 20 ft; Reach 10 ft; SA improved grab; SQ low-light vision, scent; AL N; SV Fort +12, Ref +9, Will +9; Str 31, Dex 13, Con 19, Int 2, Wis 12, Chr 10. 
Skills: Listen +7, Spot +7, Swim +13. 
SA  Improved grab (Ex): If a bear hits an opponent with a claw attack, it deals normal damage and starts a grapple as a free action without provoking an attack of opportunity. Each subsequent round, if its grapple check succeeds, the bear does normal claw damage, and the bear is not itself considered grappled while it holds an opponent.
SQ  Scent (Ex): Detects opponents by scent within 30 feet — 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering).  

Ettin: CR 5; SZ Large giant; HD 10d8+20; hp 70; Init +3; Spd 40 ft; AC 18 (-1 size, -1 Dex, +7 natural, +3 hide); Atk 2 greatclubs +12/+12/+7/+7 melee (1d10+6), or 2 longspears +5/+5/+0/+0 ranged (1d8+6, 30 ft); SA superior two-weapon fighting; SQ darkvision 90 ft; AL CE; SV Fort +9, Ref +2, Will +3; Str 23, Dex 8, Con 15, Int 6, Wis 10, Chr 11. 
Skills: Listen +10, Spot +10. Feats: Alertness, Improved Initiative, Power Attack.

Giant viper, snake: CR 4; SZ Huge animal; HD 6d8+6; hp 40; Init +4 (Dex); Spd 20 ft, climb 20 ft, swim 20 ft; AC 15 (-2 size, +4 Dex, +3 natural); Atk bite +6 melee (1d4 and poison); Face 15 ft x 15 ft (coiled); Reach 10 ft; SA poison; SQ scent, low-light vision; AL N; SV Fort +5, Ref +8, Will +2; Str 10, Dex 19, Con 13, Int 1, Wis 12, Chr 2. 
Skills: Balance +12, Climb +12, Hide +3, Listen +9, Spot +9. Feats: Weapon Finesse (bite).
SA  Poison (Ex): Fort DC 14; 2d4 Con / 2d4 Con.
SQ  Scent (Ex): Detects opponents by scent within 30 feet; 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering). May track by scent using a Wisdom check with a +4 racial Tracking bonus (max DC 10).
* Note: PCs should get 1.5x experience for defeating this huge specimen.

Hill Giant: CR 7; Large giant (11 feet tall); HD 12d8+48; hp 102; Init -1; Spd 40 ft.; AC 20 (-1 size, -1 Dex, +9 natural, +3 hide); Atk huge greatclub +16/+11 melee (2d6+10), thrown rock +8/+3 ranged (2d6+7, 120 ft); Face 5 ft x 5 ft; Reach 10 ft; SQ darkvision 60 ft, rock catching; AL LE; SV Fort +12, Ref +3, Will +4; Str 25, Dex 8, Con 19, Int 6, Wis 10, Cha 7. 
Skills: Climb +9, Jump +9, Spot +4. Feats: Cleave, Power Attack, Weapon Focus (greatclub).

Ogre mage: CR 8; SZ Large giant; HD 5d8+15; hp 37; Init +4 (Imp Init); Spd 30 ft, fly 40 ft (good); AC 18 (-1 size, +5 natural, +4 chain shirt); Atk +7 melee (2d6+7, x3 crit, huge glaive); SA spell-like abilities; SQ regeneration 2, SR 18; AL LE; SV Fort +7, Ref +1, Will +3; Str 21, Dex 10, Con 17, Int 14, Wis 14, Chr 17.
Skills: Concentration +6, Listen +5, Spellcraft +4, Spot +5. Feats: Improved Initiative.
Spell-like abilities: At will  darkness, invisibility; 1/day  charm person, cone of cold, gaseous form, polymorph self, sleep. All as cast by a 9th-level sorcerer (DC 13 + spell level).
SQ  Flight (Su): An ogre mage can cease or resume flight as a free action. While in gaseous form it can fly at normal speed and perfect maneuverability. 
SQ  Regeneration (Ex): Ogre magi take normal damage from fire or acid. If an ogre mage loses a limb or body part, the lost portion can be reattached by being held to the stump for one minute. If the head or some other vital organ is severed, it must be reattached within 10 minutes or the creature dies. Ogre magi cannot regrow lost body parts. 

Ogre: CR 3*; Large giant; HD 4d8+8; hp 26; Init -1; Spd 30 ft.; AC 16 (-1 size, -1 Dex, +5 natural, +3 hide); Atk: huge greatclub +8 melee (2d6+7), huge thrown longspear +1 ranged (2d6+5, 40 ft); Face 5 ft x 5 ft; Reach 10 ft; SQ darkvision 60 ft; AL CE; SV Fort +6, Ref +0, Will +1; Str 21, Dex 8, Con 15, Int 6, Wis 10, Cha 7. 
Skills: Climb +4, Listen +2, Spot +2. Feats: Weapon Focus (greatclub).
* I have altered the CR for ogres because it seems a little low – a 2nd-level party would use more than one-quarter of their resources to defeat one.

Owlbear: CR 4; SZ Large beast; HD 5d10+20; hp 47; Init +1 (Dex); Spd 30 ft.; AC 15 (-1 size, +1 Dex, +5 natural); Atk 2 claws +7 melee (1d6+5), bite +2 melee (1d8+2); SA improved grab; SQ low-light vision, darkvision 60 ft, scent; AL CE; SV Fort +8, Ref +5, Will +2; Str 21, Dex 12, Con 19, Int 5, Wis 12, Chr 10. 
Skills: Listen +8, Spot +7. 
SA  Improved grab (Ex): If an owlbear hits with a claw attack, it deals normal damage and starts a grapple as a free action without provoking an attack of opportunity. Each subsequent round, if its grapple check succeeds, the owlbear does normal claw damage, and the bear is not itself considered grappled while it holds an opponent.

Verbeeg: CR 4; SZ Large giant; HD 5d8+15; hp 38; Init +1; Spd 40 ft; AC 16 (-1 size, +1 Dex, +3 natural, +3 studded leather); Atk huge greatclub +6 melee (2d6+6), or huge longspear +3 ranged (2d6+4, 45 ft); Reach 10 ft; SQ darkvision 60 ft; SV Fort +7, Ref +2, Will +2; AL NE; Str 19, Dex 13, Con 16, Int 12, Wis 12, Chr 13. 
Skills: Craft (any one) +5, Hide +5, Intimidate +5, Listen +4, Search +5, Spot +4. Feats: Far Shot, Point Blank Shot.

Worg: CR 2; SZ Medium magical beast; HD 4d10+8; hp 30; Init +2; Spd 50 ft; AC 14 (+2 Dex, +2 natural); Atk bite +7 melee (1d6+4); SA trip; SQ low-light vision, darkvision 60 ft, scent; AL NE; SV Fort +6, Ref +6, Will +3; Str 17, Dex 15, Con 15, Int 6, Wis 14, Chr 10. 
Skills: Hide +7, Listen +9, Move Silently +7, Spot +9, Wilderness Lore +2*. Feats: Alertness. 
SA  Trip (Ex): A worg that hits with its bite attack can attempt to trip its opponent as a free action without provoking an attack of opportunity. If the trip fails, the opponent cannot make a trip attack on the worg in response. 
SQ  Scent (Ex): Sense creatures by smell within 30 feet (60 downwind, 15 upwind; double ranges if strong smell, triple if overpowering). Track by successful Wilderness Lore check.
Skills: A worg receives a +1 racial bonus to Listen, Move Silently, and Spot checks, and a +2 racial bonus to Hide checks. A worg has a +4 racial bonus to Wilderness Lore checks when attempting to track by scent.

Wyvern: CR 6; Huge dragon; HD 7d12+14; hp 59; Init +1; Spd 20 ft, fly 60 ft (poor); AC 17 (-2 size, +1 Dex, +8 natural); Atk sting +9 (1d6+4 and poison), bite +4 (2d8+2), 2 wings +4 melee (1d8+2); or 2 claws +9 melee (1d6+4); Face 10 ft x 20 ft; Reach 10 ft; SA poison, improved grab, snatch; SQ darkvision 60 ft, low-light vision, scent; AL N; SV Fort +7, Ref +6, Will +6; Str 19, Dex 12, Con 15, Int 6, Wis 12, Cha 9. 
Skills: Listen +13, Move Silently +9, Spot +13*. Feats: Alertness, Flyby Attack.
SA  Poison (Ex): Sting, Fort save (DC 17); 2d6 Con / 2d6 Con.
SA  Improved grab (Ex): To use this ability, the wyvern must hit with both claw attacks. If it gets a hold, it hangs on and stings.
SA  Snatch (Ex): If the wyvern gets a hold on a creature of Medium-size or smaller, it automatically deals damage with both claw and sting attacks each round that it maintains the hold. A wyvern may drop a creature it holds as a free action or use a standard action to fling it aside. A flung creature flies 30 feet and suffers 3d6 points of damage. If the wyvern is flying, the creature suffers this damage or falling damage, whichever is greater.  
Skills: *Wyverns receive a +3 racial bonus to Spot checks when flying during daylight hours (not included above).

Yrthak: CR 9; Huge magical beast; HD 12d10+36; hp 102; Init +6 (+2 Dex, +4 Imp Init); Spd 20 ft, fly 60 ft (average); AC 18 (-2 size, +2 Dex, +8 natural); Atk bite +15 melee (2d8+5), 2 claws +13 melee (1d6+2); Face 10 ft x 20 ft; Reach 10 ft; SA sonic lance +12 ranged touch, explosion, snatch; SQ blindsight, sonic vulnerability; AL N; SV Fort +11, Ref +10, Will +5; Str 20, Dex 14, Con 17, Int 7, Wis 13, Cha 11. 
Skills: Listen +19, Move Silently +10. Feats: Flyby Attack, Improved Initiative, Multiattack.
SA  Sonic lance (Ex): Every 2 rounds, a yrthak can focus sonic energy in a ray up to 60 feet long. This is a ranged touch attack that deals 6d6 point of damage to a single target. 
SA  Explosion (Ex): The yrthak can fire its sonic lance at the ground, a large rock, a stone wall, or the like to create an explosion of shattered stone. This attack deals 2d6 points of damage to all within 10 feet of the effect’s centre. This usage counts as a normal use of the sonic lance, and thus can only occur 2 rounds before or after any other use of this ability. 
SA  Snatch (Ex): An yrthak that hits a Medium-size or smaller creature with any claw attack may attempt a grapple as a free action without provoking attacks of opportunity. If it gets a hold, it can fly off with its prey and deal automatic claw damage each round, but prefers to drop its victims from a height. It can drop a snatched victim as a free action, and the creature then suffers normal falling damage.  
SQ  Blindsight (Ex): An yrthak can ascertain all foes and objects within 120 feet. Beyond this range, it is considered blind. Yrthaks are invulnerable to gaze attacks, visual effects of spells such as illusions, and other attack forms that rely on sight. A silence spell or some other hearing impairment effectively blinds the creature. 
SQ  Sonic vulnerability (Ex): Yrthaks are affected by loud noises and sonic effects and are more susceptible to sound-based attacks, suffering a –2 racial penalty to such saves. 
Skills: Yrthaks receive a +4 racial bonus to all Listen checks.

Heavy rain: This weather lasts for 2d4 hours; see DMG 87 for its effects. In addition to the effects of the storm while it lasts, the PCs’ movement rates will be slowed by one third for a like number of hours after the rain stops due to slick and muddy ground conditions.

Thunderstorm: This storm lasts for 2d4 hours; see DMG 87-8 for its effects. In addition to the effects of the storm while it lasts, the PCs’ movement rates will be slowed by one half for a like number of hours after the rain stops due to slick and muddy ground conditions.

Special Encounters
Use these encounter only once each: reroll if one occurs a second time.

Caravan:  The PCs spot a caravan (or, at night, the fires of its encampment) about half a mile away. The caravan is that of either a slave trader (70%) or an outfitter (30%). Slave traders are bound to or from Suderham; outfitters are renegades carrying weapons and tools for trade with the non-human inhabitants of the Drachensgrab Hills and the Pomarj. In either case, the caravan is composed of 3d20+60 guards (!), with 1d10+10 merchants and a similar number of wagons and/or mules; if a slave caravan is coming from Suderham, it has 1d10+4 slaves with it  none are the slaves that the PCs are seeking (i.e. from Dame Gold’s Manor in Chapter 1); the caravan is led by a 10th-level fighter and a 7th-level wizard and their officers. 
	Slave caravans know the route to enter the valley of Suderham, but will never give this information freely. All caravans are hostile and suspicious of human strangers and automatically consider elves and dwarves to be enemies. 
Bjorean, Caravan Master, male human Ftr10: CR 10; SZ Medium; HD 10d10+20; hp 79; Init +5 (+1 Dex, +4 Imp Init); Spd 30 ft, 20 ft in armour; AC 23 (+1 Dex, +8 full plate, +4 shield); Atk +15/+10 melee (1d10+6, 19-20/x2, +1 bastard sword), or +13/+8* ranged (1d8+5*, x3 crit, 110 ft, +1 mighty composite longbow); SV Fort +10, Ref +5, Will +4; AL NE; Str 17, Dex 13, Con 14, Int 10, Wis 10, Cha 10. 
Skills: Jump +6(11), Ride +11, Search +1, Spot +2. Feats: Cleave, Exotic Weapon (bastard sword), Great Cleave, Improved Critical (bastard sword), Improved Initiative, Mounted Combat, Point Blank Shot*, Power Attack, Weapon Focus (bastard sword), Weapon Specialization (bastard sword). 
Possessions: masterwork full plate, +2 large steel shield, +1 bastard sword, +1 mighty composite longbow (Str 16), 20 +1 arrows, +1 cloak of resistance, 100 gp.
Morvik, caravan’s mage, male half-orc Wiz7: CR 7; SZ Medium; HD 7d4+7; hp 30; Init +6 (+2 Dex, +4 Imp Init); Spd 30 ft; AC 15 (+2 Dex, +2 bracers, +1 ring); Atk +5 melee (1d8+1, 19-20/x2, mw longsword), or +6 ranged (1d8, 19-20/x2, 80 ft, mw light crossbow); SA spells; SQ summon familiar, darkvision 60 ft, half-orc traits; SV Fort +3, Ref +5, Will +6; AL NE; Str 12, Dex 14, Con 13, Int 16, Wis 10, Cha 6. 
Skills: Concentration +11, Knowledge (arcana) +13, Spellcraft +13, Spot +3. Feats: Combat Casting, Improved Initiative, Martial Weapon (longsword), Scribe Scroll. 
Wizard spells (4/5/4/3/1) [DC 13 + spell level]: 0  dancing lights, detect magic, mending, read magic; 1st  cause fear, ray of enfeeblement, shocking grasp, sleep, true strike; 2nd – ghoul touch, invisibility, protection from arrows, spectral hand; 3rd – greater magic weapon, haste, vampiric touch; 4th – fire shield.
Possessions: +2 bracers of armour, +1 ring of protection, mw longsword, mw light crossbow, 12 bolts, potion of cure serious wounds, scroll of fly, scroll of hold person (x2), wand of Melf’s acid arrow [7th-level] (33 charges), spell component pouch, 2 spellbooks, 15 gp.
Morvik’s spellbook A (fire trap: 1d4+7 points in 5 foot radius, Reflex halves (DC 17); Search DC 29; Disable Device DC 29): 0 – all cantrips; 1st – alarm, cause fear, identify, jump, mage armour, ray of enfeeblement, shocking grasp, sleep, true strike; 2nd – arcane lock, bull’s strength, continual flame, darkness, Melf’s acid arrow, protection from arrows, resist elements, scare, Tasha’s hideous laughter; 3rd – blink, protection from elements, stinking cloud, vampiric touch; 4th – fire trap. 
Morvik’s spellbook B (fire trap: 1d4+7 points in 5 foot radius, Reflex halves (DC 17); Search DC 29; Disable Device DC 29): 1st – charm person, magic missile, magic weapon, spider climb, unseen servant; 2nd – flaming sphere, ghoul touch, invisibility, levitate, see invisibility, shatter, spectral hand; 3rd – fly, greater magic weapon, haste, hold person; 4th – charm monster, confusion, fear, fire shield, wall of fire.
Guard officers, male human War4 (10): CR 3; SZ Medium; HD 4d8+4; hp 23; Init +1; Spd 20 ft in chainmail; AC 18 (+1 Dex, +5 chainmail, +2 shield); Atk +6 melee (1d8+1, 19-20/x2, longsword), or +6 ranged (1d6, x3 crit, 70 ft, composite shortbow); SV Fort +5, Ref +2, Will +1; AL NE; Str 13, Dex 12, Con 12, Int 10, Wis 10, Cha 10. 
Skills: Handle Animal +3, Listen +5, Ride +5, Spot +5, Wilderness Lore +1. Feats: Alertness, Weapon Focus (composite shortbow), Weapon Focus (longsword). 
Caravan guards, male or female human War1 (3d20+60): CR ½; SZ Med; HD 1d8; hp 7; Init +0; Spd 20 ft in chainmail; AC 17 (+5 chainmail, +2 shield); Atk +2 melee (1d8+1, 19-20/x2, longsword), or +2 ranged (1d6, x3 crit, 70 ft, composite shortbow); SV Fort +2, Ref +0, Will +0; AL NE; Str 12, Dex 11, Con 11, Int 10, Wis 10, Cha 10. 
Skills: Handle Animal +2, Ride +4, Search +1, Spot +2. Feats: Toughness, Weapon Focus (composite shortbow). 
Merchants, male or female human Com1 (1d10+10): CR ¼; SZ Medium; HD 1d4; hp 5; Init +0; Spd 30 ft; AC 12 (+2 leather); Atk +0 melee (1d4, dagger); SV Fort +0, Ref +0, Will +0; AL NE; Str 10, Dex 10, Con 10, Int 10, Wis 11, Cha 11. 
Skills: Appraise +4, Listen +1, Profession (merchant) +3, Spot +2. Feats: Skill Focus (Appraise), Toughness. 
Possessions: leather armour, dagger, 2d10 gp.
Slaves, male or female (various races) Com1: CR ¼; SZ Medium; HD 1d4; Init +0; Spd 30 ft; AC 10; Atk none, or +0 melee (1d3, unarmed); SV Fort +0, Ref +0, Will +0; AL varies; Str 10, Dex 10, Con 10, Int 10, Wis 10, Cha 10. 
Skills: (various). Feats: (various). 
Bjorean’s warhorse: CR 1; SZ Large animal; HD 3d8+9; hp 27; Init +1; Spd 60 ft.; AC 14 (-1 size, +1 Dex, +4 natural); Atk 2 hooves +4 melee (1d4+3), bite –1 melee (1d3+1); Face 5 ft x 10 ft; SQ scent; AL N; SV Fort +6, Ref +4, Will +2; Str 16, Dex 13, Con 17, Int 2, Wis 13, Chr 6.  
Skills: Listen +7, Spot +7.
SQ  Scent (Ex): Detects opponents by scent within 30 feet — 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering).  
Guards’ light horses: CR 1; SZ Large animal; HD 3d8+6; hp 19; Init +1; Spd 50 ft.; AC 13 (-1 size, +1 Dex, +3 natural); Atk: 2 hooves +2 melee (1d4+1); Face 5 ft x 10 ft; SQ scent; AL N; SV Fort +5, Ref +4, Will +2; Str 13, Dex 13, Con 15, Int 2, Wis 12, Chr 6.  
Skills: Listen +6, Spot +6.
SQ  Scent (Ex): Detects opponents by scent within 30 feet — 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering).  
Draft (heavy) horses: CR 1; SZ Large animal; HD 3d8+6; hp 19; Init +1; Spd 60 ft.; AC 13 (-1 size, +1 Dex, +3 natural); Atk: 2 hooves +3 melee (1d6+2); Face 5 ft x 10 ft; Reach 5 ft; SQ scent; AL N; SV Fort +5, Ref +4, Will +2; Str 15, Dex 13, Con 15, Int 2, Wis 12, Chr 6.  
Skills: Listen +6, Spot +6.
SQ  Scent (Ex): Detects opponents by scent within 30 feet — 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering).  
Mules: CR 1; SZ Large animal; HD 3d8+9; hp 22; Init +1; Spd 30 ft.; AC 13 (-1 size, +1 Dex, +3 natural); Atk 2 hooves +4 melee (1d4+3); Face 5 ft x 10 ft; AL N; SV Fort +6, Ref +4, Will +1; Str 16, Dex 13, Con 17, Int 2, Wis 11, Chr 6.  
Skills: Listen +6, Spot +6.

Escaped slave: This poor soul (male or female, probably human) has escaped from a slave caravan. He or she naturally fears the characters, thinking them slavers, and will try to hide or flee. If caught or convinced the PCs are friendly, he or she will point the PCs in the direction of Suderham. 

Suderham hunters: This is a small group of men out of the Suderham Valley. They have no desire to fight armed strangers and will avoid the PCs if at all possible. They know the way into the Valley of Suderham, and can easily be bribed or convinced to direct the PCs there. 
Chief huntsman, male human War4: CR 3; SZ Medium; HD 4d8+4; hp 21; Init +1; Spd 30 ft; AC 14 (+1 Dex, +3 studded leather); Atk +6 melee (1d8+1, x3 crit, longspear), +5 melee (1d6+1, 19-20/x2, shortsword), or +6 ranged (1d8, x3 crit, 100 ft, longbow); SV Fort +5, Ref +2, Will +1; AL NE; Str 12, Dex 13, Con 12, Int 10, Wis 10, Cha 10. 
Skills: Handle Animal +2, Spot +2, Wilderness Lore +4. Feats: Track, Weapon Focus (longbow), Weapon Focus (longspear). 
Possessions: studded leather, longspear, shortsword, longbow, 20 arrows, 1d6 sp.
Huntsmen, male human War1 (5): CR ½; SZ Med; HD 1d8; hp 7; Init +0; Spd 30 ft; AC 13 (+1 Dex, +2 leather); Atk +1 melee (1d8, x3 crit, longspear), +1 melee (1d6, 19-20/x2 crit, shortsword), or +2 ranged (1d6, x3 crit, 100 ft, longbow); SV Fort +2, Ref +1, Will +0; AL N; Str 11, Dex 12, Con 11, Int 10, Wis 10, Cha 10. 
Skills: Handle Animal +2, Spot +1, Wilderness Lore +2. Feats: Track, Weapon Focus (longbow). 
Possessions: leather armour, longspear, shortsword, longbow, 20 arrows, 1d4 sp.

Hunting party: The members of such humanoid hunting parties are spread out over an area, sweeping for game. Thus, the PCs will initially encounter only a few members of the whole. The remaining members will be attracted by any noise or commotion, and will move to surround the PC party. Hunting parties have no particular desire to fight, but certainly will if they must. 
Gnoll hunting party: 
Bristlefur, leader, male gnoll War3: CR 4; SZ Medium humanoid; HD 2d8+2 (gnoll) + 3d8+3 (warrior); hp 29; Init +0; Spd 20 ft. in armour; AC 17 (+1 natural, +4 scale, +2 shield); Atk +6 melee (1d8+2, x3 crit, battleaxe) or +4 ranged (1d6+2, 30 ft, javelin); SQ darkvision 60 ft; AL CE; SV Fort +7, Ref +1, Will +1; Str 15, Dex 10, Con 13, Int 8, Wis 11, Chr 8. 
Skills: Listen +4, Spot +4. Feats: Power Attack, Sunder.
Hunter/warriors, male or female gnolls (25): CR 1; SZ Medium humanoid; HD 2d8+2; hp 11; Init +0; Spd 20 ft. in armour; AC 15 (+1 natural, +4 scale); Atk +3 melee (1d8+3, x3 crit, battleaxe), or +1 ranged (1d6+2, 30 ft, javelin); SQ darkvision 60 ft; AL CE; SV Fort +4, Ref +0, Will +0; Str 15, Dex 10, Con 13, Int 8, Wis 11, Chr 8. 
Skills: Listen +3, Spot +3. Feats: Power Attack.
Flind hunting party: 
Kraal, leader, male flind Ftr4: CR 6; SZ Medium humanoid; HD 2d8+4 (flind) + 4d10+8 (fighter); hp 40; Init +5 (+1 Dex, +4 Imp Init); Spd 30 ft.; AC 16 (+1 Dex, +1 natural, +4 chain shirt); Atk +9 melee (2d6+6, 19-20/x2 crit, greatsword), or +7 ranged (1d8+3, x3 crit, 110 ft, mighty composite longbow (Str 16)); SQ darkvision 60 ft; AL LE; SV Fort +9, Ref +3, Will +2; Str 16, Dex 13, Con 15, Int 15, Wis 12, Chr 16. 
Skills: Listen +5, Search +6, Spot +6. Feats: Cleave, Great Cleave, Improved Initiative, Power Attack, Weapon Focus (greatsword), Weapon Specialization (greatsword).
Hunter/warriors, male or female flinds (12): CR 1; SZ Medium humanoid; HD 2d8+4; hp 13; Init +1; Spd 30 ft.; AC 16 (+1 Dex, +1 natural, +4 chain shirt); Atk +4 melee (1d10+4, 19-20/x2 crit, bastard sword), or +3 ranged (1d8, x3, 100 ft, longbow); SQ darkvision 60 ft; AL LE; SV Fort +5, Ref +1, Will +1; Str 16, Dex 13, Con 15, Int 10, Wis 12, Chr 12. 
Skills: Listen +4, Search +3, Spot +4. Feats: Power Attack.

Raiders: These bands of humanoids are bent solely on destruction and rapine. They attack virtually anyone or anything on sight, with little regard for numbers. If forced to retreat, they will eventually regroup and return to their own lands. 
Hobgoblin raiders (EL 9):
Hobgoblin Leader, War3: CR 2; SZ Medium; HD 3d8+6; hp 25; Init +1; Spd 30 ft; AC 15 (+1 Dex, +3 studded leather, +1 shield); Atk +4 melee (1d8+1, 19-20/x2, longsword), or +4* ranged (1d6*, x3 crit, 70 ft, composite shortbow); SQ darkvision 60 ft; AL LE; SV Fort +4, Ref +1, Will +0; Str 12, Dex 13, Con 14, Int 10, Wis 10, Chr 10.
Skills: Hide +3, Listen +6, Move Silently +6, Spot +6. Feats: Alertness, Point Blank Shot*. 
Hobgoblin sergeants, War2 (3): CR 1; SZ Medium; HD 2d8+2; hp 13; Init +1; Spd 30 ft; AC 15 (+1 Dex, +3 studded leather, +1 shield); Atk +2 melee (1d8, 19-20/x2, longsword), or +3 ranged (1d6, x3 crit, 70 ft, composite shortbow); SQ darkvision 60 ft; AL LE; SV Fort +4, Ref +1, Will +0; Str 11, Dex 13, Con 13, Int 10, Wis 10, Chr 10.
Skills: Hide +2, Listen +5, Move Silently +5, Spot +5. Feats: Alertness.
Hobgoblins (24): CR ½; SZ Medium; HD 1d8+1; hp 6; Init +1; Spd 30 ft; AC 15 (+1 Dex, +3 studded leather, +1 shield); Atk +1 melee (1d8, 19-20/x2, longsword), or +2 ranged (1d6, x3 crit, 30 ft, javelin); SQ darkvision 60 ft; AL LE; SV Fort +3, Ref +1, Will +0; Str 11, Dex 13, Con 13, Int 10, Wis 10, Chr 10.
Skills: Hide +1, Listen +4, Move Silently +4, Spot +4. Feats: Alertness.
Orc raiders (EL 9):
Leader, male orc War5: CR 4; SZ Medium; HD 5d8+10; hp 33; Init +0; Spd 30 ft, 20 ft in armour; AC 15 (+5 chainmail); Atk +10 melee (1d12+7, x3 crit, +1 greataxe), +5 ranged (1d6+4, 30 ft, javelin); SQ darkvision 60 ft, light sensitivity (-1 penalty to attack in bright sunlight or daylight spell); SV Fort +7, Ref +1, Will +1; AL CE; Str 19, Dex 11, Con 15, Int 9, Wis 10, Cha 8. 
Skills: Intimidate +3, Listen +4, Search +1, Spot +4. Feats: Alertness, Power Attack. 
Sergeants, male orc War3 (4): CR 2; SZ Medium; HD 3d8+6; hp 16; Init +0; Spd 20 ft.; AC 14 (+4 scale mail); Atk +7 melee (1d12+4), or +3 ranged (1d6+2, 30 ft, javelin); SQ darkvision 60 ft, light sensitivity (-1 penalty to attack in bright sunlight or daylight spell); SV Fort +5, Ref +1, Will +1; AL CE; Str 16, Dex 11, Con 14, Int 9, Wis 10, Cha 8. 
Skills: Listen +3, Search +1, Spot +3. Feats: Alertness, Weapon Focus (greataxe).
Orcs (20): CR ½; SZ Medium; HD 1d8; hp 5; Init +0; Spd 20 ft in scale mail; AC 14 (+4 scale mail); Atk +3 melee (1d8+3, x3, battleaxe), or +1 ranged (1d6+2, 30 ft, javelin); SQ darkvision 60 ft, light sensitivity (-1 penalty to attack in bright sunlight or daylight spell); AL CE; SV Fort +2, Ref +0, Will -1; Str 15, Dex 10, Con 11, Int 10, Wis 10, Chr 8. 
Skills: Listen +2, Spot +2. Feats: Alertness.
Troll raiders (EL 12): 
Troll leader, Bbn2: CR 7; SZ Large giant; HD 6d8+36 (troll) + 2d12+12 (barbarian); hp 88; Init +2; Spd 40 ft; AC 18 (-1 size, +2 Dex, +7 natural); Atk 2 claws +12 melee (1d6+7), bite +7 melee (1d6+3); Reach 10 ft; SA rend 2d6+10, rage (1/day); SQ regeneration 5, uncanny dodge, scent, darkvision 90 ft; AL CE; SV Fort +14, Ref +4, Will +4; Str 24, Dex 14, Con 23, Int 6, Wis 10, Chr 6. 
Skills: Listen +8, Spot +8. Feats: Alertness, Combat Reflexes, Iron Will.
Trolls (5): CR 5; SZ Large giant; HD 6d8+36; hp 63; Init +2; Spd 30 ft; AC 18 (-1 size, +2 Dex, +7 natural); Atk 2 claws +9 melee (1d6+6), bite +4 melee (1d6+3); Reach 10 ft; 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, Chr 6. 
Skills: Listen +5, Spot +5. Feats: Alertness, Iron Will.
SA  Rend (Ex): If both claw attacks hit an opponent, the troll latches on and rends the flesh for 2d6+9 additional points of damage. 
SQ  Regeneration (Ex): All damage dealt to trolls, excepting that from fire or acid, is considered subdual damage.  If a troll loses a limb or body part, the lost portion regrows in 3d6 minutes, or can be reattached by being held to the stump.  
SQ  Scent (Ex): Detects opponents by scent within 30 feet; 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering). May track by scent using a Wisdom check with a +4 racial Tracking bonus.

Kobold spies: These little creatures attempt to flee immediately if they are spotted by the PCs. They work for the slave lords, useful for spying and sneaking activities as well as menial labour. They report the movements of the PCs to the slave lords, allowing them to warn the gate-keepers (at the beginning of Chapter 7) of the PCs’ approach. 
Kobolds (5): CR 1/6; SZ Small humanoid (reptilian); HD ½d8; hp 2; Init +1; Spd 30 ft; AC 15 (+1 size, +1 Dex, +1 natural, +2 leather); Atk -1 melee (1d6-2, x3 crit, halfspear), or +2 ranged (1d4, 50 ft, sling); SQ darkvision 90 ft; AL LE; SV Fort +0, Ref +1, Will +2; Str 6, Dex 13, Con 11, Int 10, Wis 10, Chr 10. 
Skills: Craft (trapmaking) +2, Hide +8, Listen +2, Move Silently +4, Search +2, Spot +3. Feats: Alertness.

Stone giants: These three great fellows have left their caverns to investigate dark whispers of things disturbing, fearing their safety may be endangered by coming events. They have only just become worried and have no details. Upon encountering the PCs, they are aloof, cautious, and suspicious. They do not attack immediately, nor will they assist. If addressed, their leader, Grazzcyk (who understands Common), delivers the following warning. 
“Manlings, be warned. I am Grazzcyk, speaker for the Brotherhood of Granite. Forces are moving today and beyond. Fear what will come. We will mind our women and children: you are wise to do the same. Someday, perhaps, our people will meet again.”
Grazzcyk, stone giant elder, sorcerer 4: CR 10; SZ Large giant (earth); HD 14d8+56; hp 119; Init +2 (Dex); Spd 40 ft; AC 25 (-1 size, +2 Dex, +11 natural, +3 hide); Atk +19/+14 melee (2d6+12, huge greatclub), or +14/+9 or +12/+12/+7 (Rapid Shot) ranged (2d8+8, 180 ft, rock); Reach 10 ft; SA rock throwing, spell-like abilities, spells; SQ summon familiar, rock catching; AL N; SV Fort +14, Ref +7, Will +8; Str 27, Dex 15, Con 19, Int 10, Wis 10, Chr 16.
Skills: Climb +12, Hide +2*, Jump +10, Spot +4. Feats: Combat Reflexes, Point Blank Shot, Power Attack, Precise Shot, Rapid Shot.
Spell-like abilities: 1/day  stone shape, stone tell, and either transmute rock to mud or transmute mud to rock. All as cast by a 10th-level sorcerer (DC 13 + spell level).
Sorcerer spells (6/7/4) [DC 13 + spell level]: 0  arcane mark, dancing lights, detect magic, mending, prestidigitation, read magic; 1st  enlarge, grease, reduce; 2nd  shatter. 
Stone giants (2): CR 8; SZ Large giant (earth); HD 14d8+56; hp 119; Init +2 (Dex); Spd 40 ft; AC 25 (-1 size, +2 Dex, +11 natural, +3 hide); Atk +17/+12 melee (2d6+12, huge greatclub), or +12/+7 ranged (2d8+8, 180 ft, rock); Reach 10 ft; SA rock throwing; SQ rock catching; AL N; SV Fort +13, Ref +6, Will +4; Str 27, Dex 15, Con 19, Int 10, Wis 10, Chr 11.
Skills: Climb +10, Hide +0*, Jump +10, Spot +3. Feats: Combat Reflexes, Point Blank Shot, Power Attack, Precise Shot.
Skills: Stone giants gain a +4 racial bonus to rack catching attempts. *A stone giant gains a +8 racial bonus to Hide in rocky terrain. 

War party: These are large bands of warriors bent on a specific mission. The PCs first encounter 1d6 scouts sent ahead of the main body; these scouts avoid combat if possible to bring word of the PCs back to the rest of their band. If the scouts do not return, or if a commotion occurs (roll a Listen check (DC varies) for this), the main body will expect combat and approach accordingly. If the scouts report that the PCs are ahead, a large group (about 1/3) of the main body will be sent forward to eliminate them and prevent their spreading an alarm. If the PCs are behind the main body, a rearguard (about ¼ of the main body) will be assigned to watch their movements and attack them if they become threatening. 
Bugbear war party: 
Grazzel, bugbear leader, male Ftr1/Rog3: CR 5; SZ Medium (goblinoid); HD 3d8+3 (bugbear) + 1d10+1 (fighter) + 3d6+3 (rogue); hp 36; Init +6 (+2 Dex, +4 Imp Init); Spd 30 ft; AC 19 (+2 Dex, +3 natural, +3 studded leather, +1 ring of protection); Atk +9 melee (2d6+4, 19-20/x2 crit, greatsword); SA sneak attack +2d6; SQ evasion, uncanny dodge, darkvision 60 ft; AL CE; SV Fort +5, Ref +8, Will +2; Str 16, Dex 14, Con 13, Int 11, Wis 10, Chr 11. 
Skills: Climb +7, Hide +8, Jump +6, Listen +4, Move Silently +9, Search +5, Spot +5. Feats: Improved Initiative, Power Attack, Weapon Focus (greatsword).
Hakketch, lieutenant, male bugbear Rog2: CR 3; SZ Medium (goblinoid); HD 3d8+3 (bugbear) + 2d6+2 (rogue); hp 24; Init +2 (Dex); Spd 30 ft; AC 19 (+2 Dex, +3 natural, +2 leather, +2 shield); Atk +6 melee (1d8+2, x2 crit, morningstar), or +5 ranged (1d6+2, 30 ft, javelin); SA sneak attack +1d6; SQ evasion, darkvision 60 ft; AL CE; SV Fort +2, Ref +8, Will +1; Str 15, Dex 15, Con 13, Int 10, Wis 10, Chr 9. 
Skills: Climb +4, Hide +6, Listen +4, Move Silently +8, Search +5, Spot +4. Feats: Alertness, Weapon Focus (morningstar).
Bugbears (30): CR 2; SZ Medium (goblinoid); HD 3d8+3; hp 16; Init +1; Spd 30 ft; AC 16 (+1 Dex, +3 natural, +2 leather); Atk +4 melee (1d8+3, x2 crit, morningstar), or +3 ranged (1d6+2, 30 ft, javelin); SQ darkvision 60 ft; AL CE; SV Fort +2, Ref +4, Will +1; Str 15, Dex 12, Con 13, Int 10, Wis 10, Chr 9. 
Skills: Climb +2, Hide +3, Listen +3, Move Silently +6, Spot +3. Feats: Alertness.
Gnoll war party: 
Hhcharf, male gnoll Rgr5*: CR 5; SZ Medium; HD 2d8+8 (gnoll) + 5d10+20 (ranger); hp 65; Init +0; Spd 30 ft; AC 15 (+1 natural, +4 chain shirt); Atk +9/+4 melee (1d12+3, x3, greataxe), or +6/+1 ranged (1d8, x3 crit, 100 ft, longbow); SA favoured enemies (Giants +1, goblinoids +1), favoured terrain (hills +1); SQ alertness, endurance, darkvision 60 ft; AL CE; SV Fort +4, Ref +0, Will +0; Str 15, Dex 10, Con 18, Int 12, Wis 10, Chr 8. 
Skills: Animal Empathy +7, Climb +7(+10), Hide +5(+8), Listen +9, Move Silently +5(+8), Search +3, Spot +9, Wilderness Lore +8. Feats: Cleave, Power Attack, Track, Weapon Focus (greataxe).
* Variant ranger class at http://www.rpgplanet.com/dnd3e/conversions/ranger_sh_jones.rtf.
Frcchh, male gnoll War3: CR 3; SZ Medium; HD 2d8+2 (gnoll) + 3d8+3 (warrior); hp 28; Init +1 (Dex); Spd 30 ft, 20 ft. in armour; AC 16 (+1 Dex, +1 natural, +4 scale); Atk +10 melee (1d12+7, x3 crit, greataxe), or +5 ranged (1d6+5, 30 ft, javelin); SQ darkvision 60 ft; AL CE; SV Fort +7, Ref +2, Will +1; Str 20, Dex 13, Con 13, Int 8, Wis 11, Chr 8. 
Skills: Listen +5, Spot +3. Feats: Power Attack, Weapon Focus (greataxe).
Gnolls (50): CR 1; SZ Medium; HD 2d8+2; hp 11; Init +0; Spd 20 ft. in armour; AC 15 (+1 natural, +4 scale); Atk +3 melee (1d8+3, x3 crit, battleaxe), or +1 ranged (1d6+2, 30 ft, javelin); SQ darkvision 60 ft; AL CE; SV Fort +4, Ref +0, Will +0; Str 15, Dex 10, Con 13, Int 8, Wis 11, Chr 8. 
Skills: Listen +3, Spot +3. Feats: Power Attack.
Goblin war party: 
Leader, male bugbear War2: CR 3; SZ Medium (goblinoid); HD 3d8+9 (bugbear) + 2d8+6 (warrior); hp 41; Init +2 (Dex); Spd 30 ft; AC 18 (+2 Dex, +3 natural, +3 studded leather); Atk +6 melee (1d10+3, x2 crit, spiked greatclub), or +6 ranged (1d6+2, 30 ft, javelin); SQ darkvision 60 ft; AL CE; SV Fort +7, Ref +5, Will +1; Str 15, Dex 14, Con 16, Int 13, Wis 10, Chr 13. 
Skills: Climb +2, Hide +4, Intimidate +6, Listen +3, Move Silently +8, Spot +3. Feats: Alertness, Skill Focus (Intimidate).
Goblin lieutenants, War3 (5): CR 2; SZ Small (goblinoid); HD 3d8+3; hp 16; Init +1; Spd 30 ft; AC 15 (+1 size, +1 Dex, +3 studded leather); Atk +5 melee (1d8, x2 crit, morningstar), or +5 ranged (1d6, 60 ft, x3 crit, shortbow); SQ darkvision 60 ft; AL NE; SV Fort +2, Ref +1, Will +0; Str 10, Dex 13, Con 12, Int 10, Wis 11, Chr 8. 
Skills: Hide +7, Listen +4, Move Silently +5, Spot +4. Feats: Alertness, Weapon Focus (morningstar).
Goblins (60): CR 1/4; SZ Small (goblinoid); HD 1d8; hp 4; Init +1; Spd 30 ft; AC 15 (+1 size, +1 Dex, +3 studded leather); Atk +1 melee (1d6-1, shortsword or light mace), or +3 ranged (1d6, 60 ft, x3 crit, shortbow); SQ darkvision 60 ft; AL NE; SV Fort +2, Ref +1, Will +0; Str 8, Dex 13, Con 11, Int 10, Wis 11, Chr 8. 
Skills: Hide +6, Listen +3, Move Silently +4, Spot +3. Feats: Alertness.

Entering the Valley of Suderham
There is little in this section that requires conversion. Any PC may make one attempt to find the well-hidden trail entrance to the Suderham Valley: a successful Search check (DC 40) is required to locate it, or, optionally, any PC with the Track feat may make a Wilderness Lore check (DC 30) to find the trail. 
	The cave entrance is much more difficult to find: only a character with the Track feat may locate it, and this requires a successful Wilderness Lore check (DC 40). However, as noted in the module (p. 91), Stalman Klim will eventually see to it that the PCs find their way to the caves if they cannot find them unaided.

Cave Encounters
If the PCs enter the caves, there is a 1 in 8 chance that they will encounter one of the following: 

  d%		Encounter
01-25	2d4 bugbears
26-50	2d4 gnolls
51-60	1 leprechaun (see Appendix 3)
61-70	1d2 leucrotta (see Appendix 3)
71-80	1d4 ogres
81-90	1d2 monstrous spiders, Huge
91-00		1d4 wights

Bugbear: CR 2; SZ Medium (goblinoid); HD 3d8+3; hp 16; Init +1; Spd 30 ft; AC 16 (+1 Dex, +3 natural, +2 leather); Atk +4 melee (1d8+3, x2 crit, morningstar), or +3 ranged (1d6+2, 30 ft, javelin); SQ darkvision 60 ft; AL CE; SV Fort +2, Ref +4, Will +1; Str 15, Dex 12, Con 13, Int 10, Wis 10, Chr 9. 
Skills: Climb +2, Hide +3, Listen +3, Move Silently +6, Spot +3. Feats: Alertness.
Gnoll: CR 1; SZ Medium; HD 2d8+2; hp 11; Init +0; Spd 30 ft, 20 ft. in armour; AC 15 (+1 natural, +4 scale); Atk +3 melee (1d8+3, x3 crit, battleaxe), or +1 ranged (1d6+2, 30 ft, javelin); SQ darkvision 60 ft; AL CE; SV Fort +4, Ref +0, Will +0; Str 15, Dex 10, Con 13, Int 8, Wis 11, Chr 8. 
Skills: Listen +3, Spot +3. Feats: Power Attack.
Leprechaun: CR 4; SZ Small fey; HD 1d6; hp 4; Init +8 (+4 Dex, +4 Imp Init; Spd 40 ft; AC 15 (+1 size, +4 Dex); Atk +5 melee (1d4-2, 19-20/x2 crit, dagger); SA spell-like abilities; SQ low-light vision, SR 27; AL CE; SV Fort +0, Ref +6, Will +5; Str 7, Dex 18, Con 11, Int 17, Wis 16, Cha 16. 
Skills: Bluff +7, Concentration +4, Craft (any one) +6, Escape Artist +8, Hide +8, Jump +2, Listen +15, Move Silently +8, Open Lock +6, Perform (comedy, dance, limericks, melody) +7, Pick Pocket +8, Search +6, Sense Motive +6, Spot +7. Feats: Dodge, Improved Initiative, Mobility, Weapon Finesse (dagger).
Spell-Like Abilities: At will — dancing lights, invisibility (self only), permanent image (visual and auditory elements only), polymorph any object, ventriloquism. These are as the spells cast by a 7th-level sorcerer (save DC 13 + spell level).
Leucrotta: CR 4; SZ Large magical beast; HD 6d10+12; hp 45; Init +4 (Dex); Spd 40 ft; AC 16 (-1 size, +4 Dex, +3 natural); Atk bite +9 melee (2d8+6); Face 5 ft x 10 ft; SA sundering bite, parting kick 1d6+4; SQ mimicry, stench, darkvision 60 ft, low-light vision; AL CE; SV Fort +7, Ref +9, Will +3; Str 19, Dex 19, Con 15, Int 10, Wis 12, Chr 11. 
Skills: Bluff +15, Hide +4*, Listen +11, Spot +7. Feats: Dodge, Mobility, Skill Focus (Bluff).
SA  Sundering bite (Ex): Any time a leucrotta successfully bites a target who is wearing armour or using a shield, it automatically makes a sunder attack as a free action. This attack does not provoke an attack of opportunity. The sundering attack always affects any shield used, until destroyed, and then any armour being worn. In any case, the bite still inflicts normal damage to the target as well. 
SA  Parting kick (Ex): A leucrotta may make a parting attack with its rear legs as a free action if it then double-moves away from melee, and still provokes no attacks of opportunity in doing so. This mule-like kick is a +4 melee attack which does 2d6+6 points of damage to its target if successful. 
SQ  Mimicry (Ex): Leucrotta can mimic the sounds or voice of virtually any humanoid or beast it might have heard. A leucrotta may make a Bluff check (opposed to a Listen check) to fool a listener into thinking that he or she has actually heard whatever the leucrotta desires (perhaps an endangered comrade, a wounded child or animal, etc). 
SQ  Stench (Ex): Leucrotta smell of rotting flesh and have incredibly bad breath. Any creature that enters a leucrotta lair must immediately make a Fortitude save (DC 15) or be helpless with gagging for 1d4 rounds, assuming the creature has an olfactory sense. A creature with the scent ability suffers a –2 circumstance penalty to this save. 
Skills: Leucrotta have a +6 racial bonus to Bluff and a +4 racial bonus to Listen. *Due to its coloration, a leucrotta gains a +6 racial bonus to Hide in ruins and rocky, broken terrain. 
Ogre: CR 3*; Large giant; HD 4d8+8; hp 26; Init -1; Spd 30 ft.; AC 16 (-1 size, -1 Dex, +5 natural, +3 hide); Atk: huge greatclub +8 melee (2d6+7), huge thrown longspear +1 ranged (2d6+5, 40 ft); Face 5 ft x 5 ft; Reach 10 ft; SQ darkvision 60 ft; AL CE; SV Fort +6, Ref +0, Will +1; Str 21, Dex 8, Con 15, Int 6, Wis 10, Cha 7. 
Skills: Climb +4, Listen +2, Spot +2. Feats: Weapon Focus (greatclub).
* I have altered the CR for ogres because it seems a little low – a 2nd-level party would use more than one-quarter of their resources to defeat one.
Monstrous spider, Huge: CR 4; SZ Huge vermin; HD 10d8+8; hp 55; Init +3 (Dex); Spd 30 ft, climb 20 ft.; AC 16 (-2 size, +3 Dex, +4 natural); Atk bite +9 melee (2d6+6 and poison); Face 15 ft x 15 ft; Reach 10 ft; SA poison, web; SQ vermin; AL N; SV Fort +8, Ref +6, Will +3; Str 19, Dex 17, Con 12, Int , Wis 10, Chr 2. 
Skills: Climb +16, Hide +2, Jump +4, Spot +7.
SA  Poison (Ex): Bite, Fort save (DC 22); 1d8 Str / 1d8 Str.
SA  Web (Ex): see MM, pp.208-210.
Vermin: Immune to mind-influencing effects; all vermin have blindsight. 
Wight: CR 3; SZ Medium-size undead; HD 4d12; hp 26; Init +1; Spd 30 ft; AC 15 (+1 Dex, +4 natural); Atk slam +3 melee (1d4+1 and energy drain); SA energy drain, create spawn; SQ undead; AL LE ; SV Fort +1, Ref +2, Will +5; Str 12, Dex 12, Con –, Int 11, Wis 13, Chr 15. 
Skills: Climb +5, Hide +8, Listen +8, Move Silently +16, Search +7, Spot +8. Feats: Blind-Fight.
SA  Energy drain (Su): Bash inflicts one negative level (later, Fort save DC 14).
SA  Create spawn (Su): Humanoids killed by wights become wights under the command of their creator in 1d4 days **(as opposed to the 1d4 rounds listed in the MM).**
Undead: Immune to mind-influencing spells, poison, sleep, paralysis, stunning, disease, and any effect requiring a Fortitude save. Not subject to critical hits, subdual damage, ability damage, energy drain, or death from massive damage.

The Caves of Drachensgrab

* Here starts module A3: Assault on the Aerie of the Slave Lords, already converted by Scott Metzger: http://www.rpgplanet.com/dnd3e/conversions/a3_aerie_of_the_slave_lords.html
Chapter 6 ends after the encounter with the illusionist, Wimpell Frump, where the PCs move on into the Valley of Suderham. 

Appendix 3: New Monsters

Flind
Medium-Size Humanoid (Gnoll)
Hit Dice: 2d8+4 (13 hp)
Initiative: +1 (Dex)
Speed: 30 ft.
AC: 18 (+1 Dex, +1 natural, +4 chain shirt, +2 large shield)
Attacks: Light mace +4 melee; Flindbar +4 melee; or Composite longbow +3 ranged
Damage: Light mace 1d6+3; Flindbar 1d6+3; or Composite longbow 1d8
Face/Reach: 5 ft by 5 ft. / 5 ft.
Special Qualities: Darkvision 60 ft.
Saves: Fort +5, Ref +1, Will +1
Abilities: Str 16, Dex 13, Con 15, Int 10, Wis 12, Chr 12
Skills: Listen +4, Search +3, Spot +4
Feats: Power Attack (75%) or Exotic Weapon (flindbar) (25%)
Climate/Terrain: Temperate or warm land and underground
Organization: Solitary, pair, gang (2-5), band (10-100 plus 50% non-combatants plus 1 3rd-level sergeant per 20 adults and one leader of 4th6th level), or tribe (20-200 plus 1 3rd-level sergeant per 20 adults, 1 or 2 lieutenants of 4th or 5th level, and one leader of 4th6th level, and 6-10 dire lions, dire wolves, or worgs; underground lairs also may have 2-5 ogres)
CR: 1
Treasure: Standard
Alignment: Usually lawful evil
Advancement: By character class
	Relatives of the gnolls, flinds are slightly shorter (averaging 6½ feet tall) and more muscular than their chaotic cousins. They appear much like gnolls, aside from the difference in height and the fact that flinds tend to have slightly darker fur, mostly steel-grey in colour. 
COMBAT
Flind behaviour in combat is often similar to that of gnolls, though flinds tend to be more respectful of their leaders and much more disciplined in general. Flind leaders and typically about 25% of flind warriors encountered will use “flindbars” as their favoured weapon. Flindbars are Medium-sized exotic weapons much like heavy steel nunchaku; due to their size and weight, flindbars can only be used by characters with Strength 13+. In the hands of a proficient wielder, i.e., a monk or one with the Exotic Weapon (flindbar) feat, the flindbar grants a +4 bonus to disarm. Further, in the hands of a flind monk, the flindbar can be used, like nunchaku, at the monk’s higher open hand iterative attack bonus.
FLIND SOCIETY
Flind society is generally much more ordered than that of their gnoll cousins. Leadership among them is hereditary, though still open to challenge from time to time, and leaders are usually respected more than feared. 
	A band or tribe of flinds includes as many noncombatant young as there are adults. Gnoll lairs are generally much more effectively defended than gnoll lairs, often utilizing siege weapons and heavy fortifications as well as superior battle tactics. Flinds, like gnolls, take slaves, and any lair will have about 1 humanoid slave for every 10 adult flinds, or perhaps slightly less. As with gnolls, their slaves tend to be eaten quite regularly, and thus suffer from high attrition.
	Flinds speak the same tongues as gnolls, and are generally on friendly terms with orcs, hobgoblins, bugbears, and ogres. They dislike trolls and will not cooperate with them. 
	Flinds do not worship Yeenoghu or Erythnul, preferring to worship either Hextor or Dispater, an Arch-devil. 
FLIND CHARACTERS
	A flind’s favoured class is monk; flind leaders are often monks, though fighters are common among them. Note that the flindbar is a starting weapon for flind monks, replacing siangham. Flind clerics usually worship Hextor. 

LEUCROTTA
Large Magical Beast
Hit Dice: 6d10+12 (45 hp)
Initiative: +4 (Dex)
Speed: 40 ft.
AC: 16 (-1 size, +4 Dex, +3 natural)
Attacks: Bite +9 melee
Damage: Bite 2d8+6
Face/Reach: 5 ft by 10 ft. / 5 ft.
Special Attacks: Sundering bite, parting kick 1d6+4
Special Qualities: Mimicry, stench
Saves: Fort +7, Ref +9, Will +3
Abilities: Str 19, Dex 19, Con 15, Int 10, Wis 12, Chr 11
Skills: Bluff +15, Hide +4*, Listen +11, Spot +7
Feats: Dodge, Mobility, Skill Focus (Bluff)
Climate/Terrain: Temperate or warm wastes, ruins, deserted lands and underground
Organization: Solitary, pair, gang (2-4)
CR: 4
Treasure: Standard
Alignment: Always chaotic evil
Advancement: 7-11 HD (Large); 12-13 HD (Huge)
	The leucrotta is a creature of hideous appearance and worse temperament that haunts deserted places, seeking to lure prey with its remarkable ability to mimic sounds. The ugliness of leucrotta is legendary, which makes the fact that they haunt desolate regions a blessing in more ways than one. They generally reside in deep, treacherous ravines and rocky spires and are as surefooted as mountain goats. Caves, old abandoned towers, or hollowed out deadfalls are the preferred lairs for these disgusting creatures. 
	The average leucrotta stands almost 7 feet at the shoulder and can reach a length of 9 feet at maturity. The body resembles that of a stag, with a leonine, tufted tail and cloven hooves. Its head resembles that of an enormous badger, but instead of teeth it has sharp, jagged bony ridges of a sickly grey hue. The body is tan, with the neck gradually darkening until the fur turns black at the head. Its eyes glow with a feral red light. It is normally extremely difficult to identify leucrotta tracks as such, since they are virtually identical to those of a great stag. 	 
COMBAT
The leucrotta is very sly and uses its mimicry ability to lure its intended prey to within striking distance. It hunts humans, humanoids, and beasts alike. Most leucrotta know a smattering of basic phrases and expressions in many humanoid tongues, to better enable them to mimic language. 
	Once a leucrotta renders an opponent helpless, it will generally survey the area to make sure no other enemies are nearby, attacking viciously if it spots other intruders. This is particularly the case if it can see or knows of another opponent nearby. Leucrotta will usually give brief chase to an enemy or to other prey, but will never leave sight of any prey already taken. 
	Sundering bite (Ex): Any time a leucrotta successfully bites a target who is wearing armour or using a shield, it automatically makes a sunder attack as a free action. This attack does not provoke an attack of opportunity. The sundering attack always affects any shield used, until destroyed, and then any armour being worn. In any case, the bite still inflicts normal damage to the target as well. 
	Parting kick (Ex): A leucrotta may make a parting attack with its rear legs as a free action if it then double-moves away from melee, and still provokes no attacks of opportunity in doing so. This mule-like kick is a +4 melee attack which does 2d6+6 points of damage to its target if successful. 
	Mimicry (Ex): Leucrotta can mimic the sounds or voice of virtually any humanoid or beast it might have heard. A leucrotta may make a Bluff check (opposed to a Listen check) to fool a listener into thinking that he or she has actually heard whatever the leucrotta desires (perhaps an endangered comrade, a wounded child or animal, etc). 
	Stench (Ex): Leucrotta smell of rotting flesh and have incredibly bad breath. Any creature that enters a leucrotta lair must immediately make a Fortitude save (DC 15) or be helpless with gagging for 1d4 rounds, assuming the creature has an olfactory sense. A creature with the scent ability suffers a –2 circumstance penalty to this save. 
	Skills: Leucrotta have a +6 racial bonus to Bluff and a +4 racial bonus to Listen. *Due to its coloration, a leucrotta gains a +6 racial bonus to Hide in ruins and rocky, broken terrain. 
LEUCROTTA SOCIETY
For every two leucrotta found in a lair, there is a 10% chance that an extra one, an immature leucrotta of 2-3 HD, is present as well. Leucrotta are not a family-oriented species, and their nasty tempers often extend to one another. A powerful and evil person may entrap or capture a leucrotta and force it into service for a time, but the beast will rebel eventually (and will most likely do so at the first opportunity). 
	Since the leucrotta is not a very social creature, it considers strangers to be nothing more than food. These beasts may range over a territory of up to 20 miles. Leucrotta speak their own tongue, and most are fluent in Common as well. 

LEPRECHAUN
* Taken from Scott Greene’s Creature Catalogue, with a couple of small emendations: I have added “solitary” under Organization and have changed Advancement to “by class,” and so have also added a “Leprechaun Characters” section.  
Link: http://www.rpgplanet.com/dnd3e/creaturecatalog/converted/leprechaun.htm
Small Fey
Hit Dice: 1d6 (3 hp)
Initiative: +8 (+4 Dex, +4 Improved Initiative)
Speed: 40 ft.
AC: 15 (+1 size, +4 Dex)
Attacks: Dagger +5 melee
Damage: Dagger 1d4-2
Face/Reach: 5 ft. by 5 ft. / 5ft.
Special Attacks: Spell-like abilities
Special Qualities: Low-light vision, SR 27
Saves: Fort +0, Ref +6, Will +5
Abilities: Str 7, Dex 18, Con 11, Int 17, Wis 16, Cha 16
Skills: Bluff +7, Concentration +4, Craft (any one) +6, Escape Artist +8, Hide +8, Jump +2, Listen +15, Move Silently +8, Open Lock +6, Perform (comedy, dance, limericks, melody) +7, Pick Pocket +8, Search +6, Sense Motive +6, Spot +7
Feats: Dodge, Improved Initiative, Mobility, Weapon Finesse (dagger)
Climate/Terrain: Temperate forest
Organization: Solitary, gang (2-4), band (6-11), or family (12-20)
Challenge Rating: 4
Treasure: Double coins; 50% goods; 50% items
Alignment: Always neutral
Advancement: By class
	Leprechauns are diminutive folk who are found in fair, green lands and enjoy frolicking, working magic, and causing harmless mischief. One of their favorite tactics is to pilfer an object from a person, turn invisible, and dash away.
	Rumors persist that the leprechaun is a cross between a pixie (“Sprite,” MM, p.172) and a halfling. Whether this is true or not, no one knows. They have pointed ears, and their noses also come to a tapered point. They stand about 2 feet tall. Leprechauns are fond of wearing brightly colored clothes (green or gray coats, brown or green breeches) and flamboyant attire as well (pointed shoes and wide-brimmed hats or stocking caps). Many leprechauns also enjoy smoking a pipe, usually a long-stemmed one.
COMBAT
Leprechauns shun combat and will usually turn invisible and flee if threatened. However, a leprechaun will not sit idly by while a helpless creature is attacked. When combating a foe, they take full advantage of their spell-like abilities to drive an opponent away.
	Spell-Like Abilities: At will — dancing lights, invisibility (self only), permanent image (visual and auditory elements only), polymorph any object, ventriloquism. These are as the spells cast by a 7th-level sorcerer (save DC 13 + spell level).
	Skills: Leprechauns receive a +8 racial bonus to Listen checks.
LEPRECHAUN CHARACTERS
	A leprechaun’s favoured class is sorcerer; leprechaun leaders are often sorcerers, though bards, druids and wizards are also common among them. There are no leprechaun clerics. 

Verbeeg (Giant)
Large Giant
Hit Dice: 5d8+15 (38 hp)
Initiative: +1 (Dex)
Speed: 40 ft.
AC: 16 (-1 size, +1 Dex, +3 natural, +3 studded leather)
Attacks: Huge greatclub +6 melee; Huge longspear +3 ranged
Damage: Huge greatclub 2d6+6; Huge longspear 2d6+4
Face/Reach: 5 ft by 5 ft. / 10 ft.
Special Qualities: Darkvision 60 ft.
Saves: Fort +7, Ref +2, Will +2
Abilities: Str 19, Dex 13, Con 16, Int 12, Wis 12, Chr 13
Skills: Craft (any one) +5, Hide +5, Intimidate +5, Listen +4, Search +5, Spot +4
Feats: Far Shot, Point Blank Shot
Climate/Terrain: Any hills, mountains, and underground
Organization: Solitary, gang (2-5), band (5-9 plus 40% non-combatants plus one leader of 2nd or 3rd level), hunting party (6-9 plus 1-4 wolves, or 1-2 dire wolves or worgs), or tribe (11-30, plus 40% non-combatants, plus 1 adept, cleric, or sorcerer of 4th7th level and one leader of 4th7th level, and 2-8 wolves or 1-4 dire wolves or worgs; in arctic climes they may have 1-3 winter wolves or 1-2 polar bears)
CR: 4
Treasure: Standard
Alignment: Usually neutral or neutral evil
Advancement: By character class
	Verbeeg, or human behemoths, are a race of human-like giants inhabiting the same areas as hill giants. Verbeeg are often unusually thin for their great height (standing between 8½ and 10 feet tall). Some have minor deformities which only serve to add to their rather fearsome aspect. They otherwise appear human. 
COMBAT
As mentioned above, verbeeg often associate with hill giants and ogres; they will prefer to send their allies into battle, remaining behind (far behind, if possible) to command and support with ranged attacks. This is not to suggest that verbeeg are necessarily cowardly; they are simply intelligent opponents, and prefer not to meet their enemies face to face if they can avoid it. 
	If they have them, verbeeg will wear armour and use shields in combat, and while a typical verbeeg uses a greatclub or spear, they will use superior weaponry whenever possible. Verbeeg throwing spears (equal to huge longspears) have a range increment of 45 feet (30-foot range for size and Strength, plus Far Shot). Each verbeeg will usually have three or four spears.
VERBEEG SOCIETY
As mentioned above, an encounter with verbeeg is likely to be in conjunction with hill giants and/or ogres. Because verbeeg are much more intelligent, they will typically command any hill giants or ogres with whom they dwell or associate, though this is not always the case. 
	Generally verbeeg leaders will have two or more mates, while lesser warriors will have a single mate. Young verbeeg make up about 50% or more of the noncombatant population of a tribe. Being intelligent, verbeeg are unlikely to have magical treasure that they cannot use, trading useless items as quickly as possible. Female verbeeg are equal to males in their society, and female warriors are the equals of males as well. 
VERBEEG CHARACTERS
	A verbeeg’s favoured class is rogue; leaders are often rogues, though spellcasters are common among them. Verbeeg clerics usually have access to any two of the following domains: Evil, Healing, Magic, Strength, Trickery.