728848-Darkhold - Secrets of The Zhentarim
728848-Darkhold - Secrets of The Zhentarim
728848-Darkhold - Secrets of The Zhentarim
Lead Designers: Justice Arman, M.T. Black, Cordell, Bruce R., Ed Greenwood, and Chris Sims.
Anthony Joyce Forgotten Realms Campaign Guide. 2008.
Designers: Celeste Conowitch, Jeremy Forbing, Donovan, Dale. Villains’ Lorebook. 1998.
Sadie Lowry, Noah Grand, Ed Greenwood, Greenwood, Ed. Ed Greenwood Presents Elminster’s
Brittney Hay, Gabriel Hicks, Amber Litke, Forgotten Realms. 2012.
Jessica Marcrum, Kienna Shaw Greenwood, Ed. Volo’s Guide to the Sword
Editor: Laura Hirsbrunner Coast. 1994.
Greenwood, Ed, Deborah Christian, Michael Stack-
Art Direction & Graphic Design: Gordon McAlpin
pole, Jennell Jacquays, Steve Perrin, Vince Garcia,
Cover Art: Jack Kaiser
and Jean Rabe. Lords of Darkness. 1988.
Interior Art: DMs Guild Creator Resources,
Greenwood, Ed, and Jeff Grubb. Forgotten Realms
Matt Forsyth, Wren Hunter (Freehand
Campaign Set. 1987.
Transmute), Forrest Imel, Dusan Kostic,
Greenwood, Ed, Rob Heinsoo, Sean K. Reynolds,
Tithi Luadthong (grandfailure), Robson
and Skip Williams. Forgotten Realms Campaign
Michel, Quico Vicens Picatto, Ernanda Souza,
Setting. 2001.
Dean Spencer
Krashos, George. “Volo’s Guide: Renegades of
Cartography: Marco Bernardini
Darkhold.” Dragon 357. 2007.
Creative Consultant: Ed Greenwood Melka, Kevin, and John Terra. Ruins of Zhentil
Sensitivity Reader: J. Tyler Palermo Keep. 1995.
Special Thanks to: Ed Greenwood, Bryan Holmes,
Samantha Cubbage, DreadClericWesley, Hiten The following Dungeon Masters Guild Community
Dave, David Solon Phillips Content provided material and inspiration:
Black, M.T. Mordenkainen’s Tome of Marvelous
Playtesters: Andrew Welker, Chris Reynolds, Magic. 2019.
Samantha Cubbage, Troy Sandlin, Rami Black, M.T., and Celeste Conowitch, Mordenkain-
Lyytikäinen, Jillian Zaski en’s Tome of Marvelous Magic II. 2020.
Doyle, Will, and Lysa Penrose. Rats of Water-
The following D&D books and articles provided deep. 2018.
material and inspiration: Forbing, Jeremy, Scott Bean, M.T. Black, and Heath
Boyd, Eric L., Shawn K. Reynolds, and Steven Harris. Elminster’s Guide to Magic. 2017.
E. Schend. Cloak and Dagger. 2000. Forbing, Jeremy. Heroes of the Realms. 2020.
Carl, Jason, and Sean K. Reynolds. Lords of
Darkness. 2001. On the Cover
Cook, David, Jeff Grubb, and Bruce Nesmith. Illustrator Jack Kaiser depicts Darkhold coming
Castles. 1990. under magical attack. The Pereghost defends the
Cook, Monte, and Bruce R. Cordell. Book of Vile mighty stronghold, supported by Manshoon and
Darkness. 2002. several wyverns.
Disclaimer: The Zhentarim take no responsibility for any larceny, extortion, bribery, espionage,
smuggling, fraud, arson, kidnapping, or assassinations that might occur in your region.
We don’t do that sort of stuff anymore. Honest.
Some artwork © 2015–2020 Dean Spencer, used with permission. All rights reserved.
Dungeons & Dragons, D&D, Wizards of the Coast, Forgotten Realms, Ravenloft, Eberron, the dragon ampersand, Ravnica and all other Wizards
of the Coast product names, and their respective logos are trademarks of Wizards of the Coast in the USA and other countries. This work contains
material that is copyright Wizards of the Coast and/or other authors. Such material is used with permission under the Community Content Agree-
ment for Dungeon Masters Guild. All other original material in this work is copyright 2020 by Justice Arman, M.T. Black, and Anthony Joyce and
published under the Community Content Agreement for Dungeon Masters Guild.
2
FOREWORD
Justice Arman
M.T. Black
Anthony Joyce
TABLE OF CONTENTS
Introduction 7
The Black Network has been irrevocably tied without his chalk-white plate armor and skull
to Bane since its creation. For over 200 years, helm, in battle he wields a magic sword called
it’s been a magnet for power-hungry priests, Determination and rides a heavy warhorse with
miscreants, and mages. a winged saddle.
Mighty Stronghold
Nearly two centuries ago, the Zhentarim
conquered Darkhold, a giant-sized fortress in
the Sunset Mountains built in ancient times
by a powerful sorcerer. Following the destruc-
tion of Zhentil Keep and the Citadel of the
Raven, Darkhold is the sole remaining Zhen-
tarim stronghold and serves as the network’s
headquarters.
8 Introduction
CHAPTER 1
CHARACTER OPTIONS
The Pereghost approached the sections to breathe life into this feature. Alter-
struggling recruit, his metal boots leaving wide tracks natively, at your DM’s discretion, your character
in the mud on the training field. may earn a criminal contact over the course of
“There’s a reason you struggle, young fang,” echoed his your adventures, perhaps by joining a disrep-
low voice from beneath the chalk-white skull-plated helm. utable organization or committing a crime on
“Your swings are dispassionate, your footing clumsy, your behalf of a thieves’ guild or syndicate.
guard hollow. You’re missing something.” Specialty
“Do you know what you lack?” he asked, his breath Every criminal has a specialty. Though your
emanating from his faceplate like an eerie fog on a contact might mask their illicit activities under
cool morning. the guise of a legitimate business, you know
“Character.” their true expertise. Your criminal contact could
He drew his sword. be someone you regularly do business with,
“But I can teach it to you.” such as a thief selling their plunder to a fence.
Or perhaps your contact is a rival with which
A
you share a specialty, such as a pair of assas-
sins who crossed blades in the past. You can
use the Contact Specialty table to determine
s a mercenary company (among what your contact does best.
other things), the Zhentarim
employs sellswords, assassins, and Contact Specialty
opportunistic mages. Zhents often have flex- d8 Specialty
ible morality, which serves them well in their 1 Assassin. When someone delivers a name to
pursuit of wealth, power, and influence. This your contact, it may as well be engraved on a
chapter presents new player options inspired tombstone.
by the Zhentarim, including criminal contacts,
2 Burglar. Your contact has mastered the art of
subclasses, and feats. While these options are
breaking and entering.
thematically appropriate for characters in the
Black Network, they are designed such that any 3 Fence. Your contact is an expert in dealing
character can use them, regardless of setting with stolen goods and throwing off the heat.
or affiliation. 4 Fabricator. Ah, good old white-collar crime!
Your contact has an eye for detail and a
Criminal Contacts collection of inks that would make a notary’s
Throughout your adventures, your character head spin.
is likely to come across a criminal or two—you 5 Smuggler. Your contact knows how to get
might even be one yourself! Though some contraband in and out of a location without
lawbreakers are sure to oppose you and your tipping off the Watch or their hounds.
party members during your adventuring career, 6 Spy. It pays to listen. Your contact is a people
others may prove to be valuable allies. If you’re person who can blend into any crowd.
willing to get your hands dirty, an alliance with 7 Sweeper. Committing a crime is easy—the
a criminal contact pays for itself in the form of hard part is getting away with it! Your con-
information, influence, and specialized services. tact makes the evidence disappear.
If you choose the criminal background in the
8 Ruffian. Every once in a while, someone
Player’s Handbook during character creation,
doesn’t hold up their part of the bargain.
your background feature grants you a reliable
Your contact is the enforcer comes knocking.
criminal contact. You can use the following
Method of Communication
Every so often, you need to get in touch
with your criminal contact and vice versa,
whether to receive a new lead, advice, or
a warning from someone above your pay
grade. The Method of Communication
table details your criminal contact’s pre-
ferred form of delivering information.
10
Subclasses Strife Domain Spells
This section provides new subclasses for the Cleric Level Spells
cleric, rogue, and sorcerer. These subclasses 1st cause fear XGE , dissonant whispers
are evocative of the Zhentarim and its mem- 3rd crown of madness, darkness
bers, making them a natural fit for a character 5th counterspell, enemies abound XGE
with strong ties to the Black Network.
7th phantasmal killer, sickening
Subclasses radiance XGE
Class Subclass Level Available 9th lunar manifestation DH , mystic lash DH
Cleric Strife 1st
Servant of Discord
Rogue Spellthief 3rd 1st-level Strife feature
Sorcerer Beguiler 1st You gain the cheat DH cantrip if you don’t already
know it. In addition, you gain proficiency in one
Spell Sources of the following skills of your choice: Stealth,
Insight, or Persuasion.
These subclasses include spells from several
sources. Unless specified, a spell is from the Terror’s Conduit
Player’s Handbook. Spells marked with DH can be 1st-level Strife feature
found in chapter 5, “Magic Items and Spells.” You can assault and condemn an attacking
Spells marked with XGE are from Xanathar’s Guide enemy. When a creature within 30 feet of you
to Everything. hits a creature you can see with an attack, you
can use your reaction to cause the attacking
creature to make a Wisdom saving throw. On a
Cleric: Strife Domain failed save, the creature takes 2d4 psychic dam-
Colloquially known as the “servants of the age and has disadvantage on the next attack it
eclipse” in some parts of Faerûn, Strife clerics makes before the end of your next turn. On a
are agents of chaos, fear, and confusion. They successful save, the creature takes half as much
emerged from Darkhold’s shadow under Cyric’s damage and does not have disadvantage.
watchful eye and set upon their sacred task This feature’s damage increases by 1d4 when
as great revelators of the weakness of societal you reach 5th level (3d4), 11th level (4d4), and
tethers. These dark disruptors thrive on chaos, 17th level (5d4).
on severing the bonds of their foes, and on with- You can use this feature a number of times
ering away the falsehoods of social structure. equal to your Wisdom modifier (a minimum of
A Strife cleric nurtures ambition like a rotting once). You regain all expended uses when you
root, and with it chokes out everything else that finish a long rest.
could stand in its path. Other gods that may
make worshippers of these clerics are Bane, Channel Divinity:
Beshaba, and Lloth. Draining Shadow
2nd-level Strife feature
Domain Spells You can use your Channel Divinity to weaken
You gain domain spells at the cleric levels listed
your enemies. As an action, you choose one
in the Strife Domain Spells table. See the
creature you can see within 60 feet of you. It
Divine Domain class feature for how domain
must make a Wisdom saving throw against your
spells work.
spell save DC. On a failed save, you corrupt the
creature’s shadow and turn it against its maker,
causing it to drain the creature for 1 minute.
A drained creature can’t make more than
one melee or ranged attack during its turn,
regardless of its abilities, magic items, or spells
affecting it. If a target fails the saving throw by
13
Eye for Magic mouths agape in shock. For others, the beguile-
3rd-level Spellthief feature ment runs through their blood.
Your greater awareness of magic allows you to Your innate magic comes from a gift
cast the detect magic spell a number of times bestowed on you or your ancestors by a trick-
equal to your Charisma modifier (minimum of ster being. These beings—be they gods, fey,
once). You regain all expended uses when you fiends, or something more mysterious—all prize
finish a long rest. Charisma is your spellcasting cleverness and deception to win the day. Your
ability for this spell. spellcasting reflects a small portion of these
subtle powers.
Mark the Prey
9th-level Spellthief feature Armored Mage
1st-level Beguiler feature
You develop a talent for identifying spellcast-
ers. As a bonus action, you can make a Wisdom You gain proficiency with light armor, medium
(Insight) check to determine whether a creature armor, and shields.
is a spellcaster. On a success, you learn if the In addition, you gain proficiency with all
creature can cast spells, its spellcasting ability, simple weapons and the hand crossbow, rapier,
and the highest level of spells that are currently shortbow, and shortsword.
available to steal with your Steal Spell feature.
Absorb Spell
13th-level Spellthief feature
You can attempt to absorb spells and harness
them against your foes. When you succeed
on a saving throw against a spell, you can
use your reaction to absorb a portion of the
spell, imbuing a weapon of your choice with
its raw magical essence. The next time you
hit with the weapon within the next minute,
the weapon is considered magical and deals
an extra 1d6 damage for each level of the
absorbed spell.
Once you use this feature, you can’t use it
until you finish a short or long rest.
Spellgrace
17th-level Spellthief feature
Your deep understanding of magic grants
you advantage on saving throws against
spells and other magical effects.
In addition, when you use your
Steal Spell feature, you can immediately
cast the spell as part of the same action.
Sorcerer: Beguiler
Deception is an invaluable tool among
the Zhentarim. A Zhent spy must be
convincing if they are to gain the trust
of an influential noble, while an
assassin simply practices the art of
blending in. Throughout its history,
some mages have practiced the art
of subterfuge on the battlefield, fool-
ing foes and leaving their corpses with
THE ZHENTARIM
W
the keep prospered, it saw increasing threats.
Infighting among the city’s merchants was
rampant, and monsters frequently ransacked its
ealth. Power. Influence. These trade routes. As a result, Elephstron petitioned
are the goals of the Zhentarim. a wizard for aid.
Founded as an arm of the arch- Zhentar
wizard Manshoon and based in Zhentil Keep on The wizard who answered Elephstron’s call was
the banks of the Moonsea, the Black Network named Alsen Zhentar. Born to two shopkeepers
grew into a powerhouse of trade, its agents in Arrabar, the capital city of Chondath, Zhentar
spread throughout the Western Heartlands came across the corpse of a minor wizard while
and the Sword Coast. The Zhentarim aims to playing in a ravine as a child and took the dead
achieve commercial supremacy, an iron-fisted mage’s spellbook for himself. As he grew in
monopoly won by offering vital services—both mastery of the Art, Zhentar accumulated wealth
legal and illicit—quickly and cheaply. Above all, and magic by murdering lowly and reclusive
the Zhentarim is a family, from the lowest cara- wizards. However, his lust for power nearly
van escort to its deadliest assassin. cost him his life when he challenged the wrong
mage. After a spectacular spell duel, Zhentar
was forced to flee the city and its lawkeepers,
eventually landing in the Moonsea region.
The wizard proposed two conditions for
the desperate Elephstron: 1) the Lords of the
City would create an official governing council,
Hierarchy
A rigid hierarchy pervades the Zhentarim.
Between the militant leadership of the Pereg-
host and the black gauntlet of Bane that looms
over Darkhold, every Zhent has a rank. From
the acceptance of their first contract to their
dying breath, every member of the Black Net-
work is taught to know their place.
Zhentarim Ranks
Like many factions in the Forgotten Realms,
the Zhentarim has five major ranks. These
ranks and their renown (an optional rule in
chapter 1 of the Dungeon Master’s Guide) are
provided in the Zhentarim Ranks table. Charac-
ters can earn these promotions as their renown
increases, though there are suggested character
level prerequisites for each rank.
Zhentarim Ranks
Renown Title Level Prerequisite
1 Fang 1st
3 Wolf 3rd
10 Viper 5th
25 Ardragon 11th
50 Dread Lord 17th
Situation
The contact then invites them to a large meal
related to a grand celebration of an imagined
relative. The nature of the celebration reveals
the main intended meaning of the message.
Cant Meaning
Wedding You’re wanted for a job.
Date/Appointment You messed up and
they want to see you.
Anniversary You owe someone and
they’ve come to collect.
Birthday You’ve done good
work and there’s a
reward for you.
Urgency
The contact tells them when the dinner is
being held, followed by an affirmation of attend-
ance. The length of time is not so important
as the affirmation, which conveys urgency and
requirement.
Cant Meaning
Will I see you there? Low urgency
Can I count on your Medium urgency
attendance?
I’m not taking “no” Go or you’re gonna die
for an answer!
Conversation 2
Speaker Thieves’ Cant Common
Zhentarim contact “Well, well, look what the cat dragged in. “I’m the enforcer.”
You’re looking good.”
Player character “The same to you.” “…Go on.”
Zhentarim contact “I’m keeping busy. I wanted to reach out because “You botched that last job and
my uncle got appointed to a council seat, and we’re my lord is incensed. He wants to
having a banquet tomorrow night. You were always a meet with you—immediately.”
favorite of his, so he ordered sautéed shrimp for an
appetizer. He’s not taking ‘no’ for an answer.”
Player character “He’s not, is he?” “That badly?”
Zhentarim contact “Indeed. We’ll be having roasted Neverwinter duck “Correct. You will meet him at
breasts as a main course, with steak medallions on his estate in Neverwinter.”
the side.”
Player character “I hope your uncle’s chefs hold off on the salt “Fine, but this is hardly
this time.” necessary.”
Zhentarim contact “You’ve always had a delicate palette. “You should have done the
Don’t be late, alright?” job right, then. Don’t you dare
try to run.”
SUNSET VALE
To most people, the towns of Sunset and the Moonsea. But most of the wealth in
Vale seem like islands of civilization in a landscape of the area comes from the rich mineral deposits
rolling wilderness and legions of monsters. This is a great found here. Iron and copper are most common,
exaggeration. Indeed, there may be more dangers within though gold, silver, and precious stones have
the town walls of Sunset Vale than without. also been unearthed. Weapons and armor flow
—Volothamp Geddarm from the smithies of Hill’s Edge, and these also
bring ample coin to the region.
D
Factions
The Zhentarim have ruled Darkhold for nearly
arkhold’s nearest neighbor is Sunset 200 years and, for all that time, have sought to
Vale, a bucolic and mineral-rich region dominate the independently minded peoples of
that lies in the middle of the Heart- Sunset Vale. However, there are other factions
lands between the kingdoms of Elturgard and with an interest in this area, and some of them
Cormyr. The area is sometimes called “The are very powerful.
Anvil of the Heartlands” due to the impressive
volume of weapons and armor that it exports. Cult of the Dragon
The Zhentarim have long wished to dominate The Cult of the Dragon has existed for centu-
Sunset Vale, partly to ensure the security of ries and is well-known (and much despised)
their great stronghold, and partly to exploit the throughout Faerûn. The objectives of the Cult
abundant natural resources found here. have changed over the years, with its most
recent scheme involving an attempt to sum-
Climate mon the dragon-goddess Tiamat into the world.
Sunset Vale enjoys heavy rainfall throughout This ritual took place at the Well of Dragons, an
the year, giving rise to verdant grasslands, thick extinct volcano at the northern edge of the Sun-
forests, and prosperous farms. The summers set Mountains. The summoning was thwarted
are warm and humid while the winters are by a group of brave adventurers who smashed
wet and only moderately cold. Snow is rare but the Cult leadership in the process. Members of
not unknown. the Cult fled the Well of Dragons, a number of
survivors settling in Sunset Vale. Though weak
Settlements and demoralized, they are beginning to organ-
ize again, and some hope to turn the Vale into
There are two cities on the southern edge of the a new base of power.
Vale, Berdusk and Iriaebor, and a smaller city
in the north, Hill’s Edge. There are also several Elturgard
towns and villages along the Dusk Road, which After the Zhentarim, the greatest threat to the
is the region’s major thoroughfare, including independence of Sunset Vale is likely Eltur-
Asbravn, Hluthvar, Corm Orp, and Hardbuck- gard, the powerful theocracy that lies on the
ler. These settlements are discussed later in other side of the Reaching River. The official
this section. religion prescribes the worship of Torm, and
many Elturions believe in vigorous proselyti-
Commerce zation. Using various excuses, Elturgard has
Due to the region’s excellent climate and soil, annexed several large cities over the preceding
numerous grain, fruit, and livestock farms are decades, and many of her citizens see national
scattered all over the Vale. The Dusk Road expansion as a holy duty. One of these cities,
holds a steady stream of merchant traffic, some Berdusk, lies on the southern edge of the Vale,
headed over the Far Hills to the Dalelands which has made many in the Vale nervous.
42
Berdusk Adventures Factions: Morrin Stoutbridge is a member of the
This bustling port city provides ample opportu- Zhentarim and communicates with Darkhold
nities for adventure. daily via sending stone, describing who has
Temple Rats. Jasper Littlefoot approaches traveled through the village. There are several
the characters and informs them that there is a other Zhentarim here, too. A halfling called
Harper headquarters hidden within one of Ber- Stacee Porridgepot, purportedly a mushroom
dusk’s temples. The Zhent offers a large reward farmer, is actually a mage and a Harper. Sev-
if they can find out which temple it is and learn eral humans who recently moved into the area
how it is defended. Once the characters uncover are Dragon Cultists. A human priest named
the location of Twilight Hall in the Temple of Fleur Lindvern moved here from Elturel last
Deneir, the Zhentarim ask them to lead a strike year, and is trying to win the populace to Torm.
force to wipe it out! The headquarters is well
defended, however, so this is no easy task.
Torm’s Runaway Lovers. Mander Skaye
requests the characters deliver a ransom to free
an acolyte of Torm being held captive by a ban-
dit captain in the Reaching Wood. When the
characters discover the bandit’s hideout in the
Reaching Wood, they discover the bandit is not
holding the acolyte prisoner. Instead, the two
are deeply in love and plan on using the ransom
money to run away together to start a new life.
Corm Orp
Travelers through this tiny hamlet see little
more than a few houses, a public pump, and
lots of paddocks. The only building of note is
the Hungry Halfling, a sprawling inn on the
main road.
Population: 350 (82% halflings, 18% humans)
Government: The village is led by a mayor who
is elected every four years. The current office-
holder is an agreeable halfling scout called
Morrin Stoutbridge.
Defense: A volunteer militia of twenty scouts
protects the village, identifiable by green felt
strips worn on their right arms.
Commerce: The local farmers sell their abun-
dant produce across the Vale; their hogs and
mushrooms are especially well regarded.
Religion: A simple shrine to Yondalla is the
only religious house in this village.
44
Hardbuckler Adventures
There is no safer place in the Vale—unless
you’re trying to break into one of their vaults.
Cimber Heist. Betali Formel offers the char-
acters a substantial reward to attempt a daring
heist targeting a vault belonging to none other
than Artus Cimber (see Tomb of Annihilation
for more information). The vault is guarded by
many traps and constructs. All the while, Shale
Ironfist lurks in the shadows, waiting to steal
Hardbuckler whatever the characters find inside.
The well-regulated town of Hardbuckler is a The Jealous Tinkerer. A gnome tinkerer
testament to gnomish ingenuity and industri- named Piddly Wisk is found dead in their home.
ousness. There is no safer place in the Vale, Roman Threeshade asks the characters to help
making it a favored stopover for merchants and investigate this matter since the town watch is
other travelers. The town has no inns, but many spread thin. This investigation leads the
of the gnome residents have set their homes characters to the clockwork factory owned by
up as guest houses, with lodging charged at a Diddly Wisk, the deceased gnome’s kin. Inside
premium. Ale and wine are expensive, priced to the factory, they uncover a story of jealousy and
discourage overindulgence. betrayal as they confront the murderer,
Diddly Wisk, who is defended by several
Population: 2,100 (89% gnomes, 9% humans, magical constructs.
2% dwarves)
Government: A council of nine gnome elders
governs the town, of whom a thoughtful priest
named Tana Humplebumple is most likely to
deal with outsiders.
Defense: Hardbuckler is heavily defended,
with thick stone walls and powerful ballistas
poking out from behind sturdy battlements.
The town watch consists of fifty professional
guards, led by a cantankerous human knight
named Roman Threeshade.
Commerce: Small factories produce a variety
of useful gadgets for export, including much-
in-demand locks. However, the major indus-
try in town is storage. There are hundreds
of highly secure vaults beneath the streets
of Hardbuckler, and folk from all over the
Realms store valuables here.
Religion: The town has a palatial underground
temple dedicated to Garl Glittergold. Though
not exactly a secret, the temple is usually not
mentioned to outsiders.
Factions: The town’s venerable elder wizard,
an eccentric gnome conjurer called Aldiber
Inchtarwurn, is a Harper. Shale Ironfist is an
amiable dwarf spy and a Zhentarim. There
is also a Red Wizard in town, a human mage
called Betali Formel.
45
Hill’s Edge turns violent. Amidst the ensuing chaos, the
characters witness an arrow strike General
Broad cobbled streets, sturdy stone buildings,
Volen, mortally wounding her. The characters
and hulking warehouses greet those visiting
have a few moments to act before the General
this boisterous mining city. Inns and taverns
dies in the streets. Upon helping her, they dis-
are plentiful, including the Dancing Bear, the
cern that the arrow was poisoned, and further
Scarlet Stag, and the Worried Wyvern.
clues point to the culprit being Jayde Anwich,
Population: 7,300 (58% humans, 25% dwarves, the Zhentarim assassin.
9% halflings, 5% half-orcs, 3% half-elves) Caravan to Berdusk. High Mayor Andegor
Government: The city is ruled by an elected Fairborn asks the characters to escort a valu-
High Mayor who serves a three-year term. able caravan of weapons and armor to Berdusk.
The current officeholder is an obstinate The characters are later approached by Jayde
human mage named Andegor Fairborn. He is Anwich, who offers them a large reward if they
advised by the Trades Council, comprising the bring the caravan to a halt at a certain point
heads of the local trade guilds. on the Dusk Road, allowing Zhentarim agents
Defense: High stone walls surround Hill’s to stealthily pilfer the goods. If the characters
Edge, which boasts a professional city guard refuse, a group of Zhentarim soldier neverthe-
known as the Iron Spears. This is composed less ambushes the caravan on its journey
of 150 guards, twenty-five scouts, and five vet- to Berdusk.
erans. The Iron Spears are led by a taciturn
half-orc champion called General Volen, who Hluthvar
personally patrols the city streets every night, One visitor described Hluthvar as “Gray walls,
breaking up the ubiquitous tavern brawls. gray streets, gray people,” and the assessment
Commerce: The city was built on the back of is not unjust. Lying on an important crossroads
rich iron deposits in the local area, and min- within a two-day march of Darkhold, this forti-
ing remains the most important industry. fied town serves as an important restraint on
Hill’s Edge is also renowned for its weapon- Zhentarim ambitions in the region. There are
smiths and armorers, and the city exports no inns, taverns, or festhalls here, but travelers
an impressive volume of martial goods to the can find lodging in the dormitory attached to
outside world. the temple of Helm.
Religion: There are temples to Liira, Cyric,
and Torm, as well as shrines to Tempus,
Shinare, Tymora, and Moradin.
Factions: The High Mayor is a Harper and
actively works to thwart the influence of Dark-
hold in the Vale. There are many Zhentarim in
the city, the most senior being Jayde Anwich, a
coldhearted human assassin and head of the
Miner’s Union. The temple of Torm has strong
links to Elturgard, a large group of refugee
Dragon Cultists have settled in the city, and
there are several Red Wizards active here. The
city’s reputation as a weapon’s manufacturer
means all of the surrounding powers have
agents there, keeping an eye on where the
tools of war are headed.
Reaching Woods
This dense, verdant forest is composed of a
variety of deciduous trees and populated by gob-
linoids, centaurs, satyrs, gnolls, elves, and a few
humans. Monsters abound here; gorgons and
hags lurk within, trolls roam the borders, and
all manner of giant fauna, such as owlbears,
prowl the paths. Rumor has it that the ruined
DARKHOLD
This black stone fortress is feared and spellcasters, Endarakh drew on primal magical
hated by folk all over Faerûn—most of whom have never energy and managed to repair Varalla’s phy-
seen it and hope never to do so. I am one of them. lactery. However, the reformed item functioned
—Volothamp Geddarm much more slowly than usual, and Endarakh
realized that it would take hundreds of years for
T
Varalla to be fully restored.
To protect the body of her lover, Endarakh
summoned monstrous elementals to build a
he Gray Watcher of the Morning is an great tomb with a mighty fortress above it. To
enormous mountain peak that looms satisfy her own vanity, and with a thought to its
over the Farsea Road as it threads its future inhabitants, Endarakh built the entire
way through the Far Hills. Resting in a great structure on a gigantic scale. It was fashioned
cleft in the Gray Watcher is the immense castle of black basalt brought from far away and magi-
known as Darkhold, the headquarters of the cally fused together into a solid mass.
Zhentarim. Endarakh needed guards for Varalla’s tomb,
and she also desired subjects to rule over. She
History of Darkhold used her powers to possess Gharraug Guldym,
a storm giant petty chieftain from the Ice Moun-
The origins of Darkhold have long
tains, and caused him to lead his people south
been a tangled web of contradictory legends and incoherent
to the Sunset Mountains, where they found the
rumors—what sages like to call ‘history.’ Yet there comes newly built keep and dubbed it Guldym.
a time when the record should be set straight, and for that Once the giants settled in the castle, Enda-
much-feared fortress in the Far Hills, that time has come. rakh, whose own body and phylactery now
So I’ve pieced together the true story, and propose to tell rested in secret chambers within the walls, set
it to ye now. about building a webwork of spells to enslave
—Elminster of Shadowdale their minds. She was able to see through the
eyes of any Guldym giant she chose, to feel what
Founding of Darkhold they felt, and to control their every movement
c. -370 DR and deed. However, this bound her to them far
In ancient times, a race of humans called the beyond what she had planned, for every giant
Netherese were the greatest magicians of their death caused her great anguish, and robbed
age. Using their extraordinary magic, they her of a little of her sanity. Almost too late, she
raised mighty cities into the air, sent metal realized her peril— breaking her link with the
ships hurtling across space, and even traveled giants, she fled the castle. The giants became
through the corridors of time. aware of Endarakh’s foul practices and burned
Nearly two millennia ago, there lived two with fury, but could find no trace of the lich.
mighty Netherese sorcerers, Varalla and
Endarakh, who were lovers. Their thirst f or Reign of the
dominion was so great that they transformed Giant Emperors
themselves into liches and led an undead army c. -100 DR
against their home city. After a year of brutal The lands around Guldym were bountiful, with
warfare, their army was overcome, Varalla abundant game and edible plants. The Guldym
was destroyed, and her phylactery broken prospered and other giants soon joined them.
into shards. Centuries passed. The leaders grandiosely
Endarakh fled south to the Sunset Moun- styled themselves “giant emperors,” giving their
tains with the remains of Varalla’s phylactery. growing realm the name of Guldaur.
Using secrets that are unknown to modern
Chapter 4: Darkhold 51
Yet even as the land flourished, friction grew Sunset Vale. The castle itself had many differ-
between those who favored progress and those ent names during this time, including Farkeep,
who wished to preserve the traditions they Wild Hold, and Keep of the Far Hills. Yet none
brought with them from the Ice Mountains. As of these petty rulers was able to build a long-
the years passed, these divisions deepened and lasting dynasty, for the castle was regularly
were reinforced by personal rivalries. There overrun by monsters, as when the ancient white
came a time when twin princes were born to dragon Cryomantipelica laired there for many
the reigning emperor. These two princes, years, before being slain by the dwarven hero,
Athlogh and Roldrym, grew to hate each other, Harristor Thunderswing.
with the former favoring the progressive faction,
and the latter the traditionalist (see the ghost Return of Varalla the Lich
giant in chapter 7 for more information on 1088–1312 DR
Athlogh and Roldrym). The succession of transient leaders and mon-
Each prince gathered friends and allies sters continued until about four hundred years
to support his eventual claim to the imperial ago, when the lich Varalla finally emerged from
throne of Guldaur. Skirmishes broke out her ancient tomb, fully restored after her long
between the two factions, growing ever more slumber. She quickly took control of the castle,
violent. Their appalled father, the Emperor naming it Darkhold, and ruthlessly destroyed
Ilmghaurrogh, forbade his sons and their sup- all who opposed her. Varalla’s desire for domin-
porters to bear arms. The princes defied him, ion was undimmed by the centuries, though
and when he sent respected veterans of Gul- she now carried a burning grief at the loss
daur to arrest them both, they ambushed and
slaughtered those warriors.
The shocked emperor realized he was facing
a civil war and summoned a general mus- GHoSt GiAnt
ter—but the princes struck first. Athlogh led
a direct assault on the throne room, in which
the emperor, his bodyguards, and his advisors
were all slain. Meanwhile, Roldrym’s agents
poisoned the castle’s provisions, and soon death
struck everywhere.
The forces of Athlogh and Roldrym were now
free to make war on each other from one end of
Guldym to the other, and the great dark castle
was soon awash with giant blood. Many were
slain, others fled, and soon only the two sorely
wounded princes remained. They hacked and
hewed each other until, mortally injured, they
staggered off to die in different corners of the
castle, which finally fell still and silent with
their passing. What remained of the empire
of Guldaur collapsed into squabbling fac-
tions that were ultimately swept aside by
the rising human nations.
52 Chapter 4: Darkhold
of her lover, Endarakh, whose fate remained the mile-long vale is Darkhold Castle, its vast
a mystery. bulk resting on a thousand-foot-high volcanic
Varalla ruled pitilessly for over two centuries plug. There are several features in the vale
until the fateful year of 1312 DR, when a mighty worth noting.
Zhentarim army, led by Manshoon and Fzoul
Chembryl, laid siege to Darkhold. Varalla and Gatehouse
her forces were destroyed, the Zhentarim took The entrance to Darkhold Vale is completely
possession of Darkhold, and the organization blocked by an imposing perimeter wall.
has held it to this day. Much to the consterna- It is made of solid black granite, standing
tion of the victors, however, Varalla’s tomb and 20 feet high with battlements along the top.
phylactery were never found. An immense, dismal gatehouse protects the
entrance tunnel, which is pierced by mur-
Age of the Zhentarim der holes and has a heavy iron portcullis at
1312 DR–present either end.
The first Zhentarim ruler of Darkhold was The gatehouse and wall are usually garri-
Sememmon, a student of Manshoon and a soned by a detachment of twenty guards, four
formidable mage in his own right. Sememmon veterans, and two mages. The gate is open
found himself in repeated conflict with Fzoul from dawn to dusk every day, with visitors
Chembryl, and when the latter established interrogated about their business on the way in.
himself as sole ruler of the eastern Zhents Legitimate reasons for entering Darkhold Vale
after some six decades, Sememmon elected to commonly include bringing in supplies, pur-
flee Darkhold. chasing granite from the quarry, seeking work
A period of instability followed before the at the castle, joining the Zhentarim, or visiting
Pereghost, the mysterious leader of Darkhold’s someone from either the village or castle.
army, took control of the great castle. Within
a score of years, Zhentil Keep and the Citadel
Granite Quarry
of the Raven were destroyed, Fzoul Chembryl Extensive mines and a quarry lie on the south-
was killed, and Darkhold was left as the Zhen- east edge of the vale. The black granite mined
tarim headquarters, with the Pereghost now here has been used to extend the castle many
the ranking member of the organization. Zhen- times over the years, and is also exported
tarim refugees flocked to him, consolidating his to Sunset Vale, Cormyr, the Dalelands, and
power and greatly enhancing the reputation and beyond. The quarry is a hive of activity on most
power of Darkhold. And so it has remained for days, with at least a hundred workers as well as
more than a century, down to the present day. a handful of merchants ready to transport the
stone. There is a sprawling mining camp here,
Darkhold Vale composed of many tents and a few more perma-
nent buildings.
The Farsea Road leaves Hluthvar and heads The mines were sunk centuries ago in search
east through the Far Hills, on its way to of precious metal, though all veins are now
the Dalelands and beyond. Those traveling apparently exhausted. Some of the mines open
this route are likely to encounter Zhentarim up to natural caverns and passages, and it’s
patrols of 3d6+4 guards at least twice a day, said that at least one passage leads to secret
and they might also see a wyvern-mounted tunnels beneath Darkhold, while another leads
knight overhead. all the way to the Underdark.
About 50 miles northeast of Hluthvar, there
is an intersection on the Farsea Road, with a The Lichwood
well-trodden sideroad heading to the north. This dense, ancient forest of spruce and pine
This road, sometimes called the Dark Way, covers several dozen acres. Though there
winds up toward the Gray Watcher. is little undergrowth, a thick mist hides the
At the termination of this road is the gate- ground at night and for much of the morning.
house and perimeter wall protecting Darkhold There are several old game trails through the
Vale, a depression on one of the rocky shoul- forest, but it is easy to get lost in here, despite
ders of the Gray Watcher. At the far end of
Chapter 4: Darkhold 53
its comparatively small size. Elk and boar can Population: 120 (83% humans, 11% halflings,
be found in the wood, as well as many smaller 6% dwarves)
animals and birds. Government: The leader of the militia, an ear-
There are many stories of people entering nest human veteran named Captain Sulvan,
the wood and never returning, and so the is as close to a mayor as the village has.
people of the village tend to avoid it altogether. Defense: A volunteer militia of ten scouts pro-
A persistent legend states that the spirits of all tects the village from any monsters that might
those executed in Darkhold are drawn to the wander down from the mountains.
Lichwood, where they must remain in a miser- Commerce: Most of the villagers are shep-
able un-life until the end of the world. Others herds, although there are a few crop farmers
claim a secretive group of oracles, referred to scratching a living from the silty soil. The
as the Lichwood witches (see chapter 7), reside village owes what prosperity it has, however,
deep in this forest guarding precious secrets to the local quarry. This generates a lot of
and treasures of immense value. caravan traffic, and most passersby spend coin
on their way through.
The Village Religion: There is a simple shrine to Cyric
Although formally known as Darkhold Vale behind an old woolshed.
Village, everyone simply refers to it as “the Factions: In theory, the village is fully inde-
Village.” It started its existence as a few old pendent of Castle Darkhold. In practice, the
outbuildings the Zhentarim constructed for Pereghost has compelled Captain Sulvan to
visitors to use, but has slowly developed into its recognize him as her commanding officer. The
own little community. It has an inn called the Zhentarim also have a few shepherds on their
Wyvern’s Rest, a tavern called the Rookery, and payroll, who keep the castle informed about
a general store. general goings on. There is also at least one
Harper in the village as well, a seemingly bel-
licose dwarf mage named Finellan Broodfist,
who works at the quarry.
Wyvern’s Aerie
Built into the southern cliff face, about a hun-
dred feet above ground, is the great stone
aerie used by the wyverns of Darkhold. It is
essentially a huge cave, 40 feet wide, 20 feet
high, and 150 feet deep. There are currently
six foulwings and six wyverns here, and they
have created nests in the cave out of trees and
bushes uprooted from the Lichwood.
The wyvern trainer, a miserable old veteran
named Griggar, usually sleeps in the aerie as
well. Handholds carved into the cliff face enable
him to climb up and down. Griggar only rarely
goes over to the castle—when not sleeping or
working, he can usually be found drinking in
the Village, telling self-aggrandizing stories.
The Zhentarim skymages of Darkhold per-
sonally care for their foulwing mounts and don’t
permit Griggar to approach them.
54 Chapter 4: Darkhold
Darkhold Operations the Gray Feathers, commanded by a knight
and consisting of about ninety scouts and ten
Darkhold is not just a military stronghold, but archers. The leader of this combined force is a
head of operations for the Zhentarim network. human champion named Battle Captain Ande-
From here, Zhent leaders create strategies, man Ravenwell.
issue instructions, deploy resources, and The Darkhold guard, responsible for
gather vast amounts of intelligence. Darkhold patrolling the castle walls and interior, as well
houses the Zhentarim treasury, has a large and as guarding the Darkhold Vale perimeter wall,
secure prison, and acts as the network’s central consists of one hundred twenty guards, forty
meeting place. It’s also a hub for recruitment scouts, and ten veterans. Their nickname is
and training, and serves as the ultimate “safe “The Iron Ninth,” and they are led by Velya the
house” for Zhents seeking refuge from their Allsight (see chapter 7), whose title is Warden
enemies. The Zhentarim could not operate of the Wall.
without Darkhold. The Storm Watch is an elite company of
Leadership heavy infantry, consisting of about fifty veter-
ans led by five champions, who are high-rank-
For more than a century, the Pereghost has
ing Zhents known as the Ardragons. Riviar
been both High Lord of the Zhentarim and
leads the Storm Watch. There are also ten
Master of Darkhold. He nominally owes fealty
trained wyvern-riders in the castle, each one a
to Fzoul Chembryl, but Fzoul is rarely at the
knight reporting directly to Riviar. They wear
stronghold. In practice, the Pereghost’s author-
black armor and bear black shields embossed
ity is absolute. With respect to castle operations,
with a white dragon in flight.
there are five people who report directly to him.
Following are the ranks of the Darkhold
• Asbarode, a half-elven assassin, is comptrol- military forces. These are distinct from the
ler of all Zhentarim commercial operations in ranks used by Zhentarim operatives (described
Faerûn, both legal and illicit. She is also head in chapter 2).
of the Umberwatch, responsible for internal
Military Ranks Type
security at Darkhold.
• Cheiromara Graythorn, a human blackguard, Stalwart Conscript
is the seneschal, and directs the domestic Sternhelm Non-Commissioned Officer
functions of the castle. Swordcaptain Company Grade Officer
• Ashemmi (see chapters 2 and 7) is the most Battle Captain Field Grade Officer
powerful spellcaster in the castle.
• Mortvenandi, a half-orc war priest in service Banefist General Officer
of Bane, is Darkhold’s chaplain. Servants
• Riviar Darkwind (see chapters 2 and 7) Approximately 250 servants reside in Darkhold,
serves as Banefist, the commander of Dark- from domestic workers like cooks and cleaners
hold’s military forces. She also leads the to skilled artisans such as smiths, wainwrights,
Storm Watch, the castle’s elite warrior force and coopers. Critics say that these servants are
who serve as the Pereghost’s bodyguard. little better than thralls, but the Zhentarim dis-
pute this, stating that they are paid wages and
Personnel are free to leave whenever they wish.
The castle’s population of around 1,500 people Strictly speaking, this is true, but there is a
can be divided into several different groups. catch. Prospective workers are lured to Dark-
Military hold with the promise of high wages; however,
Darkhold’s military force is commanded by Riv- they are required to pay for their room and
iar Darkwind and divided into ten companies. board once employed, and must also purchase
There are seven infantry companies, each any clothing and equipment they need from the
commanded by a knight (called a swordcap- castle commissary. Due to inflated prices, most
tain) and consisting of about one hundred servants find themselves accruing debt rather
guards and five veterans (called sternhelms). than saving money—and since they are required
There is also a company of archers called to pay off any outstanding debts before quitting
Chapter 4: Darkhold 55
the castle, a great many servants soon find interrogating would-be visitors. There are at
themselves effectively trapped. least a score of scouts in the barbican, keeping
There are several Harper spies among watch through the arrow slits.
Darkhold’s staff, the most senior being Garret
Wildcloak, a deaf halfling master thief working
Magic Wards
Darkhold is warded against teleportation and
in the kitchen as a baker.
hostile divination magic. The only way to tel-
All servants are ultimately the responsibility
eport into the castle is via the two teleportation
of Cheiromara Graythorn, the seneschal.
circles, one in the undercroft, and the other in
Zhentarim Operatives the Midnight Spire. The warding extends down
At any given time, there are about 150 Zhenta- to the basement and undercroft, but not to the
rim operatives in Darkhold. Some are perma- tunnels below.
nently attached to the stronghold, while others
are visiting to receive instructions, deliver
Military
Darkhold’s military forces were detailed in
intelligence, pay tribute, or attend conferences.
the previous section.
A sizable portion are new recruits, receiv-
ing their indoctrination. The operatives are a Logistics
diverse group, including alleyblades, common- Darkhold makes a handsome profit selling
ers, nobles, bandits, spies, Shadow Knights, black granite from the local quarry, but the vast
thugs, cultists, priests, and more. Asbarode bulk of its income is derived from the Zhenta-
is responsible for all Zhentarim operatives in rim network (see chapter 2 for more informa-
the stronghold, and her second-in-command is tion about these enterprises).
Jotan Silverhammer (see chapter 7). Darkhold purchases some raw materials
Clergy from the farmers and shepherds in Darkhold
There is a large chapel dedicated to Bane in Vale, but that accounts for only a fraction of its
Darkhold, led by Mortvenandi, who is assisted needs. A steady stream of merchants brings
by fifteen priests and up to forty acolytes. food, clothing, weapons, and other supplies to
There is also a small shrine to Cyric, tended by the castle. Darkhold is a major customer of the
a young human priest named Emiko Tan, who markets in Sunset Vale, but also imports goods
is assisted by three acolytes. from further afield.
The Sable Accord Darkhold Castle
The Sable Accord is the name taken by the
arcane spellcasters who reside in Darkhold. Perched atop a thousand-foot-high volcanic
Led by Ashemmi, most of the Accord resides in plug, Darkhold Castle is one of the largest
the Midnight Spire (see the “Darkhold Castle” strongholds in Faerûn.
section that follows). The second most powerful Key Features
spellcaster in the castle, and Ashemmi’s great
rival, is a tiefling necromancer known as Sor- The oldest parts of the castle, including the
row. The Accord has thirteen mages, six Zhen- keep and the inner walls, were made from black
tarim skymages, and six apprentice wizards. basalt, magically fused together to be completely
without seams. Additional construction has been
Defense undertaken since then, including the outer wall
Darkhold Castle is well protected against vari- and the barracks, using black granite from the
ous forms of attack. quarry and conventional building techniques.
Exterior Dimensions. The castle occupies
Drawbridge the entire top surface of the volcanic plug. It is
The stronghold sits on a tall volcanic plug in the roughly circular with a diameter of 800 feet.
middle of Darkhold Vale. A narrow road (just Interior Dimensions. The castle was built
wide enough for a wagon) winds up the side of for giants, and the interior dimensions reflect
the plug, terminating at the top in a 40-foot-wide this. The keep has 50-foot-high levels, though
gap facing the castle barbican and drawbridge. some chambers span multiple stories and are
The drawbridge is usually down during the much higher. Corridors range in width from
day, with a veteran flanked by a dozen guards
56 Chapter 4: Darkhold
15 feet wide to 40 feet wide. In many places,
new granite walls have been erected to divide
the original chamber into three or four human-
sized rooms. Some chambers have been
divided vertically as well, with one or two new
floors fitted within.
Stairs. The original steps were 4 feet high
and 4 feet deep, but most of the staircases have
had human-sized steps added to them.
Doors. The interior doors are made from
obsidian, 30 feet high with door handles 15
feet above ground. They are extremely heavy,
but an enchantment allows them to be opened
with a touch.
Following are some of the key locations in
and under Darkhold Castle.
Guldym
The main tower is the oldest part of Darkhold
and is officially called Guldym, although it
is simply known as “the keep” by its current
residents. This astonishing structure is nearly
Immense, richly woven tapestries line the
800 feet tall and is made from fused basalt. It
walls, each one depicting famous Zhentarim
was originally sixteen stories high, but many of
identities and victories. One end of the hall is
the stories have been divided into two or three
dominated by a huge mosaic showing the Zhen-
floors. Within its thick walls are such important
tarim defeating Varalla the lich.
chambers as the Grand Hall, the Chantry of the
This room is used for occasions of state (as
Black Hand, the Chamber of Secrets, and the
when a diplomatic delegation visits) and is also
Pereghost’s Tower.
the location of general assemblies of the castle
Entry Hall staff (which are rare). By tradition, there is a
feast in the Grand Hall every tenday, attended
Colossal double doors, nearly 90 feet high and
by the hundred most important residents
made of solid basalt, give entrance to the keep.
of Darkhold.
The walls are festooned with banners, bearing
the symbols of the Zhentarim, Bane, and the Invisible Vault
Pereghost’s personal sigil, a silver skull-shaped
This underground chamber is the treasury of
helmet. Light is supplied by giant-sized candela-
the Zhentarim, reached via a secret door on the
bras, burning 4-foot-high candles. Tall corridors
ground floor of the keep. There is a permanent
head off in all directions to various domestic
wall of force in the middle of the room, shaped in
facilities, while an imposing staircase leads up
a 20-foot-radius dome. The Zhentarim call this
to the higher levels where the more important
the invisible vault. Only the bearer of a special
chambers are. There are always forty guards
talisman, a tiny blue cylinder of crystal, can pass
and two veterans on duty here.
through the barrier. Cheiromara Graythorn, the
Grand Hall seneschal, wears this talisman around her neck.
At all times, the chamber contains twenty
This chamber, which sits above the entry hall,
guards led by a veteran. The veteran holds a
is the largest in the castle, boasting 400 feet in
magic rod that, if dropped, causes an alarm to
length, 150 feet in width, and a vaulted ceiling
ring throughout Darkhold. There are also eight
that peaks 100 feet above the floor. The interior
stone golems lining the chamber walls, each
walls are covered with swirling gray marble
sculpted to resemble a mighty storm giant.
interspersed with mighty basalt columns. Doz-
Inside the invisible vault, in chests, pots,
ens of driftglobes line the ceiling, ensuring the
sacks, and crates, is the wealth of Darkhold.
room is never left in darkness.
Chapter 4: Darkhold 57
At any given time, this amounts to 5d4 × Chamber of Secrets
100,000 gp in coins, gems, jewelry, and bars
This cavernous chamber lies immediately above
of precious metal.
the Grand Hall. It is 100 feet high and has six
The vault also contains the following magic
mezzanine levels made from black granite
items described in chapter 6:
and supported by fluted columns. Light comes
• chain of barriers • grim defender in from a pair of vast crystal windows on the
• mask of Orlgaun • rod of terror western side of the chamber. A pair of wrought
• cosmic coin bank • harrow rod iron doors are the only entrance, protected at all
• Namara • staff of malice times by eight guards and a veteran.
• death rock • lamp of darkness Each level is crammed with rows of book-
• oil of deception • wand of darkness shelves and pigeonholes, all made from dark
• fleshshifter armor • lamp of honesty timber. Thousands of books line the shelves
• ring of weeping • warpsword while the pigeonholes are stuffed with tens of
The vault contains additional items you can ran- thousands of scrolls and loose sheets of paper.
domly select. Roll 2d4 + 2 times on Magic Item Scribes. Several dozen well-spaced desks
Table H in chapter 7 of the Dungeon Masters are laid out on the floor, and during the day,
Guide, and 1d4 + 2 times on Magic Item Table I. there are at least fifty Zhentarim scribes at
work here, filing field reports, making fair cop-
ies, and responding to information requests
from ranking Zhents. The scribes are assisted
by ten imps, who swiftly move about the cham-
ber retrieving books and scrolls. There is a
Harper spy among the scribes, a halfling mas-
ter thief called Qualen Maekkelferce.
The head of the chamber, known as the
Bibliothec, is currently a silver dragonborn
diviner named Kaladan Tiammanthyllish, who
reports to Asbarode. Kaladon is assisted by the
ghost of a former Bibliothec, who was a human
named Shabaka.
Character Dossiers. If a character is adven-
turing in Faerûn, there’s a good chance that the
Zhentarim have a dossier on them. Roll on the
following table:
Character Level Chance of Dossier
1st–4th 10%
5th–10th 50%
11th–16th 80%
17th–20th 99%
At a minimum, a Zhentarim dossier contains a
person’s name, their physical description, their
last known location, and what makes them
noteworthy. But some dossiers run to dozens,
or even hundreds, of pages.
58 Chapter 4: Darkhold
polished black granite, and a large block of The Endless Stair. The tower has a unique
basalt serves as an altar in the center of the arcane defense. The circular staircase has a
room. There are no windows here and the permanent magical gate that seamlessly links
shrine is dimly lit by magic lanterns. the top of the staircase to the bottom. To any-
At any given time, there are a pair of acolytes one climbing or descending the stairs without
in this place, chanting stern hymns to Bane in knowledge of the door passwords, it appears as
two-hour shifts while burning incense. Every if the stairway simply winds on forever, with no
evening, the entire class of acolytes gathers windows in the tower and no way to escape.
here and chants for two hours. The music is The security of this impressive defensive
unsettling but has its own beauty, and the full measure has been rather compromised by the
choir can be heard throughout much of the attitude of the spellcasters, who have no interest
stronghold. in collecting their own washing or meals. Con-
Several chambers adjoin the chantry, includ- sequently, countless domestic servants know
ing the acolyte dormitory, the priest cells, some or all of the magic passwords.
several classrooms, and the chamber of Mortv-
enandi, who has a strongbox containing 10,000 The Esoterium
gp in coins and precious gems. The Sable Accord named their library the Eso-
terium. It is situated on the lowest level of the
The Pereghost’s Tower Midnight Spire, protected by a heavy oak door
The upper portion of the keep is referred to as that is secured by an arcane lock. The walls of
the Pereghost’s Tower. The first three floors this circular chamber are lined with oak book-
comprise the barracks of the Storm Watch. cases, two stories high. Ornate wooden tables
Each soldier has a private room, the Ardragons are scattered over the carpeted floor, inter-
have large apartments, and Riviar has an entire spersed with globes and orreries. Gilt chande-
floor to herself. The Storm Watch also has their liers suspended from the domed ceiling provide
own kitchen, dining room, and other domestic perpetual magical light.
facilities. Books on every subject can be found here,
The top floors are dedicated to the Pereg- including magic, philosophy, history, biography,
host. They house a generous apartment suite religion, natural science, and more. A locked
with private dining and bathing rooms, a per- cabinet contains several valuable tomes, includ-
sonal library, a wardrobe, a gymnasium, and ing a number of spellbooks. The librarian is a
an armory. One floor is a huge planning room, mischievous imp called Griz.
plastered with maps depicting every corner
of Faerûn, and holding a great sand table that The Tenebrium
can magically shape itself to depict any ter- The windowless vault used by the Sable Accord
rain desired. to conduct research and experiments is called
the Tenebrium, and it lies beneath the base of
Midnight Spire the Midnight Spire. It is protected by a heavy
This slender tower on the eastern edge of Dark- bronze door that is secured by several magical
hold is 300 feet high. It is occupied by the Sable locks. The vault beyond is spacious but rather
Accord, the society of Zhentish spellcasters, led cluttered and dirty, with scorch marks on the
by Ashemmi, who permanently reside here. walls and floor. Bronze benches are covered
Ashemmi’s suite of apartments and labora- with braziers, crucibles, furnaces, lenses,
tory are at the top, with the other mages dwell- prisms, tongs, tubes, and other magical para-
ing on the floors below. One floor contains a phernalia. Narrow bronze shelves against the
teleportation circle, guarded around-the-clock wall are crammed with further equipment as
by eight helmed horrors, while the apprentices well as a cornucopia of magical components.
occupy a large dormitory near the tower base. There are three permanent inhabitants in
The entrance to each floor is magically hidden the room. The largest is an iron golem named
and can only be opened by uttering a password. Rusty, who assists with dangerous experiments
This is also true of the door that leads into the as well as protecting the area from intruders.
tower at its base. An irreverent imp named Binky is responsible
Chapter 4: Darkhold 59
for keeping the lab tidy—a task which it is • a tarrasque horn
conspicuously poor at. Finally, in a permanent • Manshoon’s original robes
magic circle at the far end of the chamber is a • a preserved kraken tentacle
captured deva called Valmarath, who has been • marilith scales
a miserable prisoner of the Sable Accord for • several stuffed illithids
many years. • an androsphinx hide
At any given time, there are several magic • a petrified treant
items here, which you can randomly select. Roll
1d6 + 1 times on Magic Item Table F in chapter Thunderswing Barracks
7 of the Dungeon Masters Guide, and 1d4 − 1 The black granite building sitting behind
times on Magic Item Table G. Northtower is called Thunderswing Barracks,
named after the ancient dwarven hero who
The Rock once rid Darkhold of a powerful dragon. The
The bulky tower on the southern side of Dark- upper stories contain spacious dormitories and
hold, called the Rock, is one of the oldest parts private chambers for the infantry and archers.
of the castle. It is the home of the Darkhold The ground floor holds the kitchen and mess,
guard, led by Morana Glanhib, the Warden of alongside various smithies and workshops.
the Wall. The tower consists of dormitories,
storage rooms, meeting chambers, armories, a
mess, and other domestic facilities.
Northtower
This lofty tower on the northern edge of Dark-
hold is primarily used as an observation point.
There are several guard rooms in it and a few
storage chambers, but little else of interest.
Guest Tower
Standing 200 feet tall, this ancient tower would
be considered impressive in any other castle,
but it’s dwarfed by the other parts of Dark-
hold. All those visiting the castle are housed
here, including Zhents from other parts of the
continent alongside ambassadors, important
merchants, and faction leaders. The quality of
accommodation ranges from simple and neat
to luxurious.
Gallery of Spoils
This square dome-roofed chamber lies at the
bottom of the guest tower. It is a celebration
of Zhentarim power, and important visitors to
Darkhold are always taken on a tour here. The
chamber is 50 feet high and has two circu-
lar mezzanine floors, each made of swirling
black marble and connected via a grand mar-
ble staircase. The gallery contains many tro-
phies, such as:
• an ancient red dragon skull
• an enormous gold-plated eidolon
• a tyrannosaurus rex skeleton
Helmed Horror
60 Chapter 4: Darkhold
Under Darkhold Interview Rooms. There are a dozen inter-
view rooms where prisoners are taken for inter-
The locations beneath the castle might be even
more hazardous than those above. rogation, labeled as chambers A through to L.
Chamber A is a very pleasant room, chamber B
Basement slightly less so, and so on. The latter chambers
The basement level of Darkhold is accessed contain certain ingenious devices the Zhen-
from the ground floor of the keep. It lies 30 feet tarim have created to encourage cooperation,
below the surface and stretches out beneath and rumors of the dreaded chamber L have
the forecourt. There is a large cistern here even been whispered in Sunset Vale.
which supplies the whole castle with water, and Offices. The offices of the Umberwatch,
a stream of water carriers attends it through- Darkhold’s secret constabulary, are here. The
out the day. size and composition of this organization is a
Beyond the cistern is a maze of corridors and mystery, but it’s thought to consist of several
chambers, spanning two levels, most of which dozen spies, whose identities are carefully
store equipment and provisions. A heavy pair hidden secrets. They report to Asbarode via
of iron doors on the western edge of the lower a mysterious spymaster and are responsible
level lead to the Harrowing Halls. Not far from for the internal security of Darkhold as well
these is an immense stone door, engraved with as acting as its de facto jailers. They are, nat-
ancient sigils and guarded by two stone golems urally enough, despised by the other residents
who obey only the Pereghost and Cheiromara of Darkhold.
Graythorn. Beyond the doorway is a hewn stair- Undercroft
case descending to the undercroft.
The undercroft (sometimes called the sub-
Harrowing Halls basement) is reached via a stairway from the
These secluded chambers are the headquarters basement and sits about 100 feet below the
of the Umberwatch, Darkhold’s secret constabu- surface. It consists of a dozen giant intercon-
lary, as well as a secure prison complex. The nected vaults, each one lined with black granite
area can only be reached through heavy iron bricks. These chambers were once used for
doors in the basement. There are eight Umber- storage but, with the exceptions noted below,
watch wardens on the doors at all times, and they’re now just full of dust and detritus. A steel
another twelve Umberwatch wardens in an predator prowls about the area and attacks
adjoining guard room. The area beyond con- anyone not bearing a special silver token issued
sists of cells, interview rooms, and offices. by Cheiromara Graythorn.
Cells. A wide variety of prisoners are held Teleportation Circle. One of the vaults
here from all over Faerûn. Most are enemies contains a 20-foot-wide teleportation circle
of the Zhentarim, though a few are hostages called the Gateway of Darkhold, which emits
and others are ransom targets. Since the a flickering blue glow. It is guarded by four
Zhentarim claim sovereignty over Darkhold stone golems.
Vale, they assert that all prisoners are held in Cavern Door. Another vault contains a vast
legal custody. iron door, secured by two arcane locks and a
The cost-conscious Zhentarim have no desire sophisticated mechanical lock (which requires
to keep prisoners long-term. Hostages and thieves’ tools and a successful DC 22 Dexterity
ransom targets are released as appropriate. For check to pick). Passing through this door leads
others, once they have exhausted their useful- down to the large network of natural caverns
ness in the interview rooms, their fate depends and tunnels which pierce the volcanic plug
on the severity of their transgressions against that Darkhold sits upon. The Lair of Manxam
the Zhentarim. The worst offenders are exe- (see below) can be reached from these tunnels,
cuted outright, but others may buy their way to and it’s said that some lead all the way to the
freedom by paying massive fines. Those who Underdark. It’s beyond dispute that strange and
lack the means to do so become indentured ser- hideous monsters reside here.
vants of the castle, working to pay off their debt Twin Princes. The slain giant princes,
(which is a practical impossibility). Athlogh and Roldrym, haunt the undercroft,
61
whispering murderous schemes into the ears is one of the Pereghost’s most trusted advisors,
of anyone standing alone in dark or dimly lit but few know its real nature.
areas. See the ghost giants in chapter 7 for For his part, the Pereghost uses his power
more information. to increase Manxam’s influence in the wider
world. He also sends it a steady stream of trea-
Varalla’s Tomb sure, along with any prisoners who have earned
Behind the eastern wall of the undercroft is a a particularly gruesome death.
great tomb, shaped like an inverted pyramid Manxam has many servants and its lair is
and protected from detection by ancient magic. well defended. Roughly sixty grimlocks serve
It lies directly beneath the keep of Darkhold a as lesser minions, attending to domestic tasks
hundred feet above. This secret tomb is the rest- and hunting for food in the lower caves. Prowl-
ing place of Varalla the lich. Within her basalt ing around the lair at all times are twelve hell
sarcophagus lies her phylactery, an obsidian hounds, Manxam’s special pets. A company
statuette crafted in her likeness. Varalla has of ten helmed horrors serve as the beholder’s
been slowly regenerating after her defeat at the bodyguards alongside an iron golem named
hands of Fzoul and Manshoon over a century Greave. A boneclaw called Othiza is the
ago. She waits patiently and plots vengeance on beholder’s trusted lieutenant. Finally, there
those above. are thirteen beholder zombies, the remnants
There was once a secret entrance from the of former rivals, drifting through the tunnels
undercroft to this tomb, but Varalla had it filled outside the lair.
in and bricked over when she ruled Darkhold. Manxam has one more ally. Residing in a hid-
When she is ready to enact her revenge, she den, luxurious chamber close to the main cavern
plans to use dimension door to escape the tomb. is one of the Manshoon clones, the so-called
Meanwhile, she has been using the telepathy “Darkhold Manshoon” (see chapters 2 and 7 for
spell to invade the dreams of an acolyte of Bane details). The Pereghost, Fzoul Chembryl, and
named Ordeah Scrub, convincing him that he Ashemmi know he is here and tolerate his pres-
is receiving secret messages from his god. She ence, but no one else in Darkhold is aware of his
is using Ordeah to recruit several other allies existence. This Manshoon has a fractious history
around the castle to assist her when she exe- with Manxam, but has now formed a loose alli-
cutes her master plan. ance with the beholder. He occasionally wanders
about Darkhold and the Vale in disguise, and
Lair of Manxam sometimes commissions adventuring parties to
Deep beneath the undercroft, a network of laby- complete various tasks.
rinthine tunnels leads to a colossal natural cav- Manxam has spent countless years amass-
ern with several smaller adjoining chambers. ing treasure, and it has a particular fondness
This is the lair of Manxam, one of the most for fine art. Scattered throughout the central
fearsome beholders in Faerûn. For many years, cavern are paintings, statues, idols, tapestries,
this creature has been loosely aligned with the and the like, worth 80,000 gp. Manxam hides
Zhentarim. Following the destruction of Zhentil a further 30,000 gp worth of coin and precious
Keep, it made its way to Darkhold in order to gems in a secret vault, which also has the fol-
reestablish a power base. It is in contact with lowing magic items:
a cabal of beholders across southern Faerûn,
• adamantine plate armor
and ultimately seeks to establish a strong cult
• breastplate of resistance (fire)
of beholder worship in the region.
• helm of telepathy
Manxam and the Pereghost have an informal
• Ioun stone of agility
pact. The beholder keeps the tunnel network
• rod of lordly might
beneath Darkhold secure and, more impor-
• +3 shield
tantly, gives the Pereghost the benefit of its
• staff of power
counsel, based on many years spent intriguing
• talisman of ultimate evil
in the sunlit lands. More than a few folk in
Darkhold know that someone called “Manxam”
62 Chapter 4: Darkhold
63
CHAPTER 5
Strategy, arcane power, and arms are require the DM and players to adjust their pre-
useless in the hands of an undisciplined force. ferred playstyles for the comfort of others.
—The Pereghost Before deciding to run an evil campaign or
allowing a single player to play an evil-aligned
D
character, establish what everybody’s content
boundaries are. When you know what content
is off-limits and have ways for people to contin-
ungeons & Dragons is a game of uously and explicitly consent to what’s going on
heroic tales and adventurers. How- in the game, you have the freedom to explore—
ever, there are times when players and with guidance—in a way that ensures you
Dungeon Masters might want to delve into the won’t cross a line or otherwise hurt someone
evil alignments during play, which can present out-of-character.
unique roleplaying challenges and gameplay Content boundaries can include phobias
opportunities. Darkhold and the Zhentarim (e.g. spiders, claustrophobia, drowning), the
provide an excellent backdrop for such a story, usage of real-world bigotry or allusions to them
whether as a one-shot or extended evil cam-
paign. Utilizing evil requires careful consid-
eration and implementation to maximize the
fun, safety, and wellbeing of everyone involved.
The following guide provides options for those
interested in evil gameplay in Dungeons
& Dragons.
Cooperation as a Player
The most important thing to remember is that
Extract from The Zhentarim Codex,
while your character is evil and might work
written by the Pereghost
differently than (or even in contention with) the
The first step in defeating your enemy is to identify rest of the characters, this doesn’t mean that
your enemy. The Zhentarim continue to thrive behavior should extend to you as a player. At
because we do not reveal ourselves, therefore our the end of the day, you are collaborating with
enemies cannot identify us or our deeds, thus we can everybody to play a game and have fun telling a
never be truly defeated. story together.
Through cooperation with others, agents can Find opportunities to talk out-of-character
continue to go unnoticed and carry out the orders and collaborate with your fellow players, espe-
of their superiors. Our actions in society at large cially with moments that can highlight the
are subtle and deceitful in nature to hide our true differences in motivations, goals, and actions
strategies and goals. between characters. For anything that might
For example, it would be foolish for an agent of the
Zhentarim to commit murder in front of their trave- directly harm another character (e.g. player-ver-
ling companions when they can simply plant false sus-player combat, stealing from them, back-
evidence on their target or uncover some unsavory stabbing), make sure to get consent both from
detail to manipulate their compatriots into dealing the affected player and everyone else at the
with the target themselves. A true Zhentarim agent table. It’s more fun and respectful to build sus-
carries out the bidding of the Black Network from pense together (where you know something is
the shadows. going to happen as a player but your characters
don’t know it) than to cross somebody’s bound-
aries for the evil shock factor.
Redeeming Characteristics
d20 Redeeming Characteristic d20 Redeeming Characteristic
1 “Showing respect to a defeated foe is 13 “I started my journey in life seeking to
honorable. I do not slay those I defeat right the wrongs of this world. I fear I
in combat.” may have lost my way, but my journey is
2 “Nothing should come between not over yet.”
true love.” 14 “Sleep eludes me as I think of all the
3 “Everyone must respect the elderly.” evil I’ve done. I want to change, but
I’m afraid everyone still thinks I’m
4 “I cannot support unnecessary violence
a monster.”
to achieve desired ends, no matter what.”
15 “It was never my intention to be this way.
5 “I try my best to make the world a better
I struggle with my emotions and seek to
place, even though I know I mostly fail.”
find a way to control them.”
6 “I cannot let harm befall children.”
16 “I secretly want to do good, but I know
7 “There is nothing purer in this world than that makes me weak. Everyone who’s
animals. They are defenseless and I am been good around me has died a horrible
their defender.” death. I’m afraid the same will hap-
8 “Seeing the hardships of poverty burdens pen to me.”
me. I donate some of my earnings to the 17 “I want to laugh again, I want to cry
poor to ease their suffering.” again, I want to feel again. I secretly want
9 “The world is a vile place. I do my best to change my life.”
to see the light, but I cannot seem 18 “I’ve never had a home; this life is all
to find it.” I know. I want to belong, but I don’t
10 “I detest thievery and deceit, and I cannot know how.”
be swayed in this.” 19 “The poor deserve protection from the
11 “When I was young, I knew what it was rich and wealthy that exploit them. I am
like to love and care for others. Those their guardian!”
feelings are gone and I’m numb to the 20 “One day, I hope the gods forgive me for
world. I seek to gain those feelings back.” my sins. I want to be redeemed but I’m
12 “I want to belong to a group or family, afraid it’s too late for me.”
for my soul is lonely and I yearn for
friendship.”
Go places, find those with magic you fingers together. You gain a +1 bonus to attack
want, kill them, return home with the loot. and damage rolls made with this magic weapon.
—Horaundoon of the Zhentarim While wielding this sword, you can use an
action to cast the bane spell (spell save DC 13)
T
from it. Once used, this property can’t be used
again until the next dawn.
Body Bag of Holding
his chapter contains new magic items Wondrous item, uncommon
and spells that can be found in Darkhold
or are associated with the Zhentarim. This black adhesive patch is used to conceal
evidence of illicit activities. When placed on a
Magic Items corpse or object that is Medium or smaller, the
patch stretches and envelops the creature or
These magic items are presented in alphabeti- object and any physical evidence of the crime
cal order. For the rules on magic items, see within 5 feet of it, transferring the contents to an
chapter 7 of the Dungeon Master’s Guide. extradimensional space after 1 minute. The bag
Angel Blood then shrinks to the size of a pill-shaped canis-
Wondrous item, very rare ter. The bag can’t be used on a living creature.
This pearlescent fluid comes in a flask. As an No matter what’s in it, the bag weighs next
action, you can throw this flask up to 20 feet, to nothing.
shattering it on impact. Make a ranged attack The bag deteriorates in 1d4 + 2 hours, at
against a creature or object, treating the angel which point its contents appear within 5 feet of
blood as an improvised weapon. On a hit, the the bag or the creature carrying it. Alternatively,
target takes 8d6 radiant damage at the start of a creature can use its action to tear the bag,
each of its turns. A creature can end this effect causing the same outcome to occur.
by using its action to make a DC 12 Dexter- Body bags of holding usually come in small
ity check, wiping away the acid on a success. metal cases containing 1d4 + 1 bags. Each bag
Celestial creatures are immune to this damage. can only be used once.
Preparing this concoction is extremely diffi- Booster Hook
cult, requiring the sacrifice of a deva, a planetar, Wondrous item, uncommon (requires
or a solar. attunement)
Assassin’s Glass This L-shaped device features a spool of thin
Wondrous item, uncommon metal wire and a central tube which houses a
These ornate wine glasses can take a variety sharp mithral grappling hook. It has 3 charges
of forms, such as a flask, goblet, or stein, and and regains all expended charges daily at dawn.
always come in pairs. While holding an assas- As an action, you can expend 1 charge to fire
sin’s glass, you can use a bonus action to swap the hook at a point you can see within 60 feet.
the contents of your glass with another assas- You are immediately pulled to that point in a
sin’s glass you can see within 60 feet of you. straight line. This movement does not provoke
attacks of opportunity.
Banesword If you fire the hook at a Large or smaller crea-
Weapon (longsword), uncommon (requires ture, make a ranged attack against the target,
attunement) treating the hook as a weapon with which you
The blade and hilt of this weapon are made are proficient. On a hit, the target takes piercing
from black iron and engraved with the symbol damage equal to 1d10 + your Dexterity modifier
of Bane: an upright right hand with thumb and and must make a DC 15 Strength saving throw.
Warp Effects
d20 Warp Effect d20 Warp Effect
1 The target’s eyes fall out, and it 11 The target’s flesh turns to stone,
becomes blinded. and it is petrified.
2 The target sprouts an extra useless arm 12 The target shrinks one size category,
somewhere on its body. as with the enlarge/reduce spell.
3 Fungus sprouts from the target’s ears, 13 The target grows one size category,
and it becomes deafened. as with the enlarge/reduce spell.
4 All the hair on the target’s body falls off 14 The target’s blood turns to acid,
and does not grow back. and it is poisoned.
5 The target’s fat and tissues drain away 15 The target’s skin, hair, and eyes change
as if it had been starved. The target to a random color.
gains 1 level of exhaustion. 16 The target’s arms transform into tenta-
6 The target sprouts a layer of scales and cles. It can no longer hold objects, but it
gains a +1 bonus to AC. has advantage on Strength checks made
7 The target’s brain conjures terrifying to grapple another creature.
visions, and it becomes frightened of 17 The target becomes catatonic and
all hostile creatures. incapacitated.
8 One of the target’s limbs withers and 18 The target grows a vestigial tail.
falls off. 19 The target’s tongue grows three times
9 The target’s body fades away until in size, and it loses the ability to use
it becomes invisible. verbal speech.
10 The target sprouts gills and can only 20 The target’s body turns to formless jelly,
breathe water instead of air. and it immediately dies. This does not
affect oozes or creatures that do not
have a physical form.
ROGUE’S GALLERY
THe PeregHost
Fzoul MansHoon
CHembryl
Undercommon, and they lack the drow’s Sun- their usefulness, at which point the dark wizard
light Sensitivity trait. The elves can also cast either manipulates them from the shadows or
one extra spell 2/day using their Innate Spell- slays them without hesitation.
casting trait: invisibility for Clif, and pass with- Clone of Manshoon. The Manshoon of Dark-
out trace for Gythen. hold is not to be underestimated. Each clone
possesses the knowledge of Manshoon at the
time of the stasis clone spell’s casting, bringing
Manshoon of Darkhold with them decades of training, research, and
Clone of the founder of the Zhentarim, the Man- arcane secrets. Though a clone’s potency wanes
shoon of Darkhold is a ruthless spellcaster and with each generation, they are no less danger-
master of the Art. He operates autonomously on ous than the most seasoned living mages in the
endeavors of his own choosing, advancing both Realms—and every bit as evil as the original.
the Zhentarim and his personal schemes to Spell Corruptions. Manshoon’s mastery of
achieve greater arcane power. the Art allows him to twist spells on the fly, cre-
Like other Manshoons before him, the ating devastating corruptions of classical magic,
archmage enjoys a tenuous beholder alliance. such as the silent fireball spell that the original
Though rarely seen, he meets regularly with Manshoon unleashed upon his return to Zhentil
the beholder Manxam in its lair beneath Cas- Keep. Despite rejecting Mystra’s offer of Chosen
tle Darkhold. When Manshoon does choose on more than one occasion, she has bolstered
to manifest in the flesh, he typically employs Manshoon’s soul with the Weave, affording
a masked simulacrum. Manshoon shows his him a greater connection with magic than any
true face to no one, for there is none worth mortal mage.
trusting. To this clone of the founder, there are For more information on Manshoon,
only temporary allies. Inevitably, everyone loses see chapter 2, “The Zhentarim.”
Magic Resistance. The Pereghost has advantage Staggering Smite (3/Day). Melee Weapon Attack:
on saving throws against spells and other magi- +14 to hit, reach 5 ft., one target. Hit: 12 (1d8 + 8)
cal effects. slashing damage plus 14 (4d6) psychic damage,
Special Equipment. The Pereghost wields Deter- and the target must make a DC 23 Wisdom sav-
mination (reference chapter 6), accounted for in ing throw. On a failed save, it has disadvantage
his statistics. on attack rolls and ability checks, and can’t take
reactions until the end of its next turn.
Sure-Footed. The Pereghost has advantage on
Strength and Dexterity saving throws made REACTIONS
against effects that would knock him prone. Parry. The Pereghost adds 6 to its AC against
Turn Immunity. The Pereghost is immune to one melee attack that would hit him. To do
effects that turn undead. so, he must see the attacker and be wielding a
Vigilant. The Pereghost can’t be surprised. melee weapon.
Riviar Darkwind
Medium humanoid (human), lawful evil
—
Armor Class 18 (plate armor)
Hit Points 255 (30d8 + 120)
Speed 30 ft.
—
STR DEX CON INT WIS CHA
22 (+6) 15 (+2) 18 (+4) 15 (+2) 18 (+4) 16 (+3)
—
Saving Throws Str +11, Dex +7, Con +9, Wis +9
Skills Athletics +11, Intimidation +8, Perception
+9, Persuasion +8
Senses passive Perception 19
Languages Common
Challenge 16 (15,000 XP)
—
Sorrow
Hard gray eyes and a deeply scarred neck mark Sorrow
Sorrow as the center of whispers around Dark-
hold; she watched her parents die, they say,
and killed the bandits who did it at a mere nine
years old. The story, despite numerous retell-
ings, is not wholly true.
Sorrow animated the bodies of her parents,
and they killed the bandits.
Necromancy has long been this tiefling’s
weapon of choice. Despite being under Ash-
emmi’s tutelage, Sorrow is a more powerful
spellcaster, an arcane prodigy at Darkhold
second only to Manshoon. Believing she
embodies the ideals of Cyric, she will stop
at nothing to assassinate Ashemmi and
take her place—and perhaps the Pereg-
host, should the powers of darkness
favor her in time.
Servant of Cyric. Sorrow sows fear
and cripples opponents as quickly as
possible, knowing her true power
lies in wielding their corpses against
98
Sorrow Magic Resistance. Sorrow has advantage on saving
throws against spells and other magical effects.
Medium humanoid (tiefling), neutral evil
Spellcasting. Sorrow is a 19th-level spellcaster.
—
Armor Class 12 (15 with mage armor) Her spellcasting ability is Intelligence (spell save
Hit Points 130 (20d8 + 40) DC 19, +11 to hit with spell attacks). She has the
Speed 30 ft. following wizard spells prepared:
Cantrips (at will): chill touch, dancing lights, fire
—
STR DEX CON INT WIS CHA bolt, Manshoon’s mage hand DH, toll the dead XGE
11 (+0) 14 (+2) 14 (+2) 22 (+6) 15 (+2) 17 (+3) 1st level (4 slots): cause fear, mage armor,
ray of sickness, witch bolt
—
Saving Throws Int +11, Wis +7 2nd level (3 slots): blindness/deafness, misty step,
Skills Arcana +11, Deception +8, History +11 ray of enfeeblement
Damage Resistances fire, necrotic 3rd level (3 slots): animate dead, counterspell,
Senses darkvision 60 ft., passive Perception 12 wave of pain DH
Languages Common, Infernal 4th level (3 slots): blight, dimension door,
Challenge 14 (11,500 XP) phantasmal killer
5th level (3 slots): cloudkill, danse macabre XGE,
—
Grim Reaping. When Sorrow deals damage with negative energy flood XGE
a spell of 1st level or higher, she gains temporary 6th level (2 slots): circle of death, eyebite
hit points equal to three times the spell’s level. 7th level (1 slot): finger of death
She has advantage on spell attacks while she has 8th level (1 slot): feeblemind
temporary hit points from this feature. 9th level (1 slot): imprisonment
Innate Spellcasting. Sorrow’s innate spellcasting ACTIONS
ability is Charisma (spell save DC 16). Sorrow can
Withering Knife. Melee or Ranged Weapon Attack:
innately cast the following spells, requiring no
+7 to hit, reach 5 ft. or range 20/60 ft., one tar-
material components:
get. Hit: 4 (1d4 + 2) piercing damage and 7 (3d4)
At will: thaumaturgy necrotic damage.
1/day each: darkness, hellish rebuke
their allies. She takes a vicious delight in sev- removed her other eye as a sign of loyalty to her
ering loyalties and makes no allies of her own, new patron. Upon agreeing, she lost her normal
knowing that to expose your back in Darkhold vision, and in the place of her eyes looms two
is to ask for a knife to pierce it. pools of shadowy mist. Thanks to the boon of
Skeletons in the Closet. Never assume that her benefactor, she can sense movement as
Sorrow is alone. To do so is certain doom, as it shifts in the air around her, and she rose to
Darkhold is a banquet of death, and Sorrow full become a leader in the Zhentarim.
well takes advantage of the feast. Divine Conversation. Velya has only become
For more information on Sorrow, see chapter more dangerous after her mysterious benefactor
3, “Darkhold.” bestowed its gifts on her. Most of Velya’s targets
Velya the Allsight come from Zhentarim jobs, though occasionally
she’s heard speaking aloud to an invisible some-
A veil over her face and shortswords on her one that seems to give her contracts.
hips, Velya is a mercenary who joined the Zhen- Without Hesitation. If Velya notices foes
tarim looking for coin—and even more than around her, she charges at them to attack with-
that, a challenge. She lost an eye from an arrow out waiting. Her mentality is that the less time
that found its mark but even still she managed she spends preparing, the less time her enemy
to slay the foes ahead of her. Her fierce reputa- has to do the same—but that does not mean
tion in combat drew the attention of a higher she is foolish. If things stop going her way, she
power that spoke to her and offered her a new immediately retreats to lure her targets to a
kind of sight if she took a leap of faith and place that is more to her advantage.
100
Varalla 9th level (2 slots): power word kill, time stop
Medium undead, neutral evil Turn Resistance. Varalla has advantage on saving
throws against any effect that turns undead.
—
Armor Class 18 (robe of the archmagi) ACTIONS
Hit Points 285 (30d8 + 150) Paralyzing Touch. Melee Spell Attack: +15 to hit,
Speed 30 ft. reach 5 ft., one target. Hit: 10 (3d6) cold damage.
—
STR DEX CON INT WIS CHA
The target must succeed on a DC 23 Constitution
saving throw or be paralyzed for 1 minute. The tar-
12 (+1) 16 (+3) 20 (+5) 20 (+5) 18 (+4) 27 (+8) get can repeat the saving throw at the end of each
—
Saving Throws Con +13, Int +13, Wis +12
of its turns, ending the effect on itself on a success.
Sword of Life Stealing. Melee Weapon Attack:
Skills Arcana +21, History +21, Insight +12,
+9 to hit, reach 5 ft., one target. Hit: 5 (1d8 + 1)
Perception +12
slashing damage, or 6 (1d10 + 1) slashing damage
Damage Immunities poison; bludgeoning,
when used with two hands. On an attack roll of a
piercing, and slashing from nonmagical attacks
20, the target takes an extra 10 necrotic damage if
Condition Immunities blinded, charmed,
it isn’t a construct or an undead and Varalla gains
deafened, exhaustion, frightened, paralyzed,
10 temporary hit points.
petrified, poisoned, stunned
Senses truesight 120 ft., passive Perception 22 Summon Servants (1/day). Varalla summons 1d4
Languages Abyssal, Common, Draconic, wraiths. A summoned wraith appears in an unoc-
Dwarvish, Elvish, Giant, Infernal cupied space within 60 feet of Varalla, acts as an
Challenge 25 (75,000 XP) ally, and can’t create other specters. It remains for
1 minute, or until Varalla dismisses it as an action.
—
Special Equipment. Varalla wears a black robe of LEGENDARY ACTIONS
the archmagi (accounted for in her statistics). She
Varalla can take 3 legendary actions, choosing
wields a sword of life stealing.
from the options below. Only one legendary
Legendary Resistance (3/day). If Varalla fails a sav- action option can be used at a time and only at
ing throw, she can choose to succeed instead. the end of another creature’s turn. Varalla regains
Magic Resistance. While wearing her robe of the spent legendary actions at the start of her turn.
archmagi, Varalla has advantage on saving throws
At-Will Spell. Varalla casts one of her at-will spells.
against spells and other magical effects.
Frightening Gaze (Cost 2 Actions). Varalla fixes
Rejuvenation. If it has a phylactery, a destroyed her gaze on one creature she can see within 10
lich gains a new body in 1d10 days, regaining all feet of her. The target must succeed on a DC
its hit points and becoming active again. The new 24 Wisdom saving throw against this magic or
body appears within 5 feet of the phylactery. become frightened for 1 minute. The frightened
Spellcasting. Varalla is a 20th-level spellcaster. target can repeat the saving throw at the end of
Her spellcasting ability is Charisma (spell save each of its turns, ending the effect on itself on a
DC 26, +18 to hit with spell attacks). Varalla has success. If a target’s saving throw is successful
the following sorcerer spells prepared: or the effect ends on it, the target is immune to
1st level (at will): Varalla’s shadow missile DH, shield Varalla’s gaze for the next 24 hours.
2nd level (at will): blindness/deafness, Varalla’s Varalla’s Revenge (Costs 3 Actions). Varalla
claws of darkness DH unleashes a sickening wave of necrotic energy
3rd level (at will): animate dead, counterspell in a 30-foot cone. Each creature in the cone
4th level (3 slots): blight, dimension door, must make a DC 24 Constitution saving throw.
dominate beast, polymorph On a failed save, a creature takes 32 (5d12)
5th level (3 slots): cloudkill, contagion, wall of force necrotic damage and is incapacitated for 1
6th level (3 slots): circle of death, disintegrate, harm minute. On a successful save, a creature takes
7th level (3 slots): finger of death, plane shift, half as much damage and isn’t incapacitated.
Varalla’s gruesome flensing DH An incapacitated creature can repeat the saving
8th level (2 slots): feeblemind throw at the end of each of its turns, ending the
effect on itself on a success.
Alleyblade
An alleyblade is a career criminal considered a
cut above the rest. This slang title first evolved
in Waterdeep, and has come to describe ruthless
rogues who not only survive, but thrive, in the
most hardscrabble slums of unforgiving cities.
Criminals for Hire. Zhentarim leaders in
any city of consequence tend to have a favorite
alleyblade or three, contracting as needed for
intimidation, theft, kidnapping, or assassina-
tion. Frequently, the Zhentarim act as brokers
or go-betweens for reliable agents of this sort,
connecting them to those looking to hire dis-
creetly and pocketing a cut of the proceeds.
Those who visit Darkhold are normally the
most trusted and effective, employed by sec-
ond-tier leaders like Jotan Silverhammer, Sor-
row, or Velya the Allsight.
A Cut Above. The term “alleyblade” began as
Waterdhavian slang in the 14th century, refer-
ring to opportunistic thieves lurking in dark
corners with knives or homemade weapons. In
the years since, many rogues grew to like the Alleyblade
sound of the word, claiming it for themselves. Medium humanoid (any race), any alignment
Lawless types from the Sword Coast to the
Dragon Reach now adopt the title, wearing it as —
Armor Class 16 (studded leather armor)
a badge of honor. Describing a fellow criminal Hit Points 91 (14d8 + 28)
with a fearsome reputation, a streetwise thief Speed 30 ft.
might say, “Oh, she’s no common cutpurse.
She’s a hardened alleyblade for sure.” —
STR DEX CON INT WIS CHA
Tavern Tales. Stories about such figures 11 (+0) 18 (+4) 14 (+2) 11 (+0) 12 (+1) 15 (+2)
have become almost a genre of their own.
Most tell of how a local alleyblade anticipated —
Saving Throws Dex +7, Int +3
a sudden ambush, sensed a foe’s hidden Skills Acrobatics +7, Athletics +3, Deception
weakness, or dispensed a famously cutting +8, Insight +4, Perception +4, Sleight of Hand
insult. Legends of the latter type tend to show- +10, Stealth +10
case world-weary attitudes and dark, wry Damage Resistances poison
senses of humor. Senses passive Perception 14
Languages any one language (usually
Alleyblade Player Characters Common), thieves’ cant
To create an alleyblade as a player character, you Challenge 6 (2,300 XP)
can use the rogue subclass of the same name in —
Cunning Action. On each of its turns, the alley-
Heroes of the Realms.
blade can use a bonus action to take the Dash,
Disengage, or Hide action.
Lichwood Witch
Medium humanoid (any race), any alignment
—
Armor Class 14 (17 with mage armor)
Hit Points 93 (17d8 + 17)
Speed 30 ft.
—
STR DEX CON INT WIS CHA
10 (+0) 18 (+4) 12 (+1) 20 (+5) 19 (+4) 12 (+1)
—
Saving Throws Int +8, Wis +7
Skills Arcana +8, Insight +7, Investigation +8,
Sleight of Hand +7, Stealth +7
Senses truesight 60 ft., passive Perception 14
Languages speak any two languages, thieves’
cant, can read all languages
Challenge 8 (3,900 XP)
—
Cunning Action. On each of its turns, the Lich-
wood witch can use a bonus action to take the
Dash, Disengage, or Hide action.
Foresight (3/day). When the Lichwood witch
or a creature it can see makes an attack roll, a
saving throw, or an ability check, the Lichwood
witch can roll a d20 and choose to use this
roll in place of the attack roll, saving throw,
or ability check.
Shadow Knights
The common folk of Sunset Vale have reason
to fear the night. A small group of wealthy
and bored Zhents have taken it on themselves
to terrorize the populace by rooting out non-
Zhent-sanctioned crime. These self-proclaimed
Shadow Knights have pooled their resources
to acquire an assortment of magic items that
make them truly terrifying if encountered in
a back alley.
No Crime Too Small. The Shadow Knights see
the world in terms of black and white. Anyone
committing crime without Zhentarim author-
ity is at risk. Crime, of course, could mean
anything from serial murder to accidentally
overcharging for a pint. All “criminals” thus
captured are delivered in their nets to either the
Umberwatch or the Darkhold Guard.
No Killing. Shadow Knights believe that
while they may be judge and jury, it is up to
Darkhold’s leaders to be the executioner.
As such, they rarely kill those they capture,
preferring to hang them from buildings in a net,
bleeding out, barely alive.
Power of Money. The Shadow Knights are • Key of opening (reference chapter 6)
nothing without their wonderful toys. Each • Lamp of darkness (reference chapter 6)
Shadow Knight carries the following items: • Ring of x-ray vision
• Belt of hill giant strength • Slippers of spider climbing
• Booster hook (reference chapter 6) • Vicious whip
• Cloak of billowing • Weapon of warning (net)
• Drums of panic (reference chapter 6) When they are without their items,
• Dust of disappearance Shadow Knights use veteran stats.
• Glamoured studded leather armor
• Gloves of missile snaring
• Goggles of night
• Headband of intellect
Umberwatch Warden
The Zhentarim’s days of public villainy are
behind it, and it outwardly displays the identity
of a close-knit, profitable family—but families
are known for disagreements. If an estranged
relative gets uppity, or if ornery elders seek to
reclaim the Zhentarim’s treacherous legacy, the
Umberwatch puts a decisive stop to it within
Darkhold’s walls. As the keep’s clandestine
constables, they maintain order within Dark-
hold—whether the rest of the Zhentarim wants
them to or not.
Nameless Watchers. None but Asbarode
and the Zhentarim leaders know the identities
of the Umberwatch. They wear no uniforms
nor carry any keepsakes with which to identify
them. Any face inside Darkhold could be one of
its wardens, for each owns a cloak woven with
glamours. It is best to be careful what one’s
tongue lets slip.
A Wealth of Secrets. The Umberwatch main-
tains a constant vigil on those inside Darkhold;
all that they learn, they keep close to their chest.
When the time comes that somebody steps out
of line, the Umberwatch is ruthless, exploiting
all known weaknesses to end matters before
—
Low Cunning. The skymage can take the Disen-
ACTIONS
Fire Bolt. Ranged Spell Attack: +7 to hit, reach
gage action as a bonus action on each of its turns.
120 ft., one target. Hit: 11 (2d10) fire damage.
Magic Resistance. The skymage has advantage
on saving throws against spells and other magi- Shadow Blade. Ranged Spell Attack: +7 to hit,
cal effects. reach 20/60 ft., one target. Hit: 9 (2d8) psychic
damage or 13 (3d8) psychic damage if cast with
Mounted Combatant. The skymage has advan-
a 3rd- or 4th-level spell slot.
tage on melee attack rolls against any unmounted
creature that is smaller than its mount. REACTIONS
Mounted Flyby. The skymage and its flying Instinctive Charm (Recharges after the Skymage
mounts don’t provoke opportunity attacks when Casts an Enchantment Spell of 1st Level or Higher).
flying out of an enemy’s reach. The skymage tries to magically divert an attack
One With the Shadows (3/day). When the made against it, provided that the attacker is within
skymage is in an area of dim light or darkness, 30 feet of it and visible to it. The skymage must
it can use its reaction to become invisible until decide to do so before the attack hits or misses.
the skymage moves or takes an action. The attacker must make a DC 14 Wisdom saving
throw. On a failed save, the attacker targets the
Spellcasting. The skymage is a 7th-level spell-
creature closest to it, other than the skymage or
caster. Its spellcasting ability is Intelligence (spell
itself. If multiple creatures are closest, the attacker
chooses which one to target.
Enforcement
Few can remain willful in the presence of a
Zhentarim enforcer, granting them the Honed
Skill trait. Low-ranking bruisers have the
Buckling Pressure trait. Dedicated enforcers
have the Aura of Force trait. You might also
grant these NPCs a +1 to +4 bonus to Strength,
Constitution, or both:
Honed Skill. The creature has advantage on ability
checks that use Athletics or Intimidation.
Buckling Pressure. The creature adds its Constitu-
tion modifier to weapon attacks.
Aura of Force. The creature emanates an intimidat-
ing aura extending 5 feet in every direction from
its space while it isn’t incapacitated. Any non-allied
creature that can see or hear the creature has dis-
advantage on Intelligence, Wisdom, and Charisma
saving throws.
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