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 by Richard Green
With Wolfgang Baur, Jeff Lee, Chris Lockey, Kelly Pawlik, and Mike Welham
 by Richard Green
With Wolfgang Baur, Jeff Lee, Chris Lockey, Kelly Pawlik, and Mike Welham
 CREDITS

Lead Designers: Wolfgang Baur, Richard Green Interior Artists: Darren Calvert, Rita Fei,
Designers: Jeff Lee, Christopher Lockey, Kelly Michele Giorgi, George Johnstone, Erich Lazar,
Pawlik, Mike Welham Marcel Mercado, Wayne Miller, William
Additional Design: Darrin Drader, James O’Brien, Beatrice Pelagatti, Roberto Pitturru,
Introcaso, Meagan Maricle, Ben McFarland, Kiki Moch Rizky, Julio Cesar Oliveira Rocha,
Shawn Merwin, Brian Suskind Florian Stitz, Bryan Syme, Egil Thompson

Playtest Coordinator: Ben McFarland Calligrapher: Darlene

Editor: Meagan Maricle Lead Cartographer: Jon Pintar

Art Director & Graphic Design: Marc Radle Cartographers: Alex Moore, Dean Spencer

Cover Art: Craig J Spearing Heraldry: Addison Rankin

Publisher: Wolfgang Baur

A SPECIAL THANKS TO THE DESIGNERS AND CONTRIBUTORS

TO THE EARLIER VERSION OF EMPIRE OF THE GHOULS:
Bill Collins, Randy Dorman, Jonathan Hodgson, Johnathan L. Bingham, Darren Calvert,
Jonathan Hodgson, Kraig Horigan, Jeff McFarland, Jeffry K. Richard, Andreas Reimer,
Andrew Garbade, Andrew Nuxoll, Benoist Poire, Greg Volz, Stephen David Wark, Mark Gedak, Sigfried Trent,
Clay Fleischer, James Patterson, Adam Windsor

AN EXTRA SPECIAL THANKS TO THE 2,337 BACKERS WHO MADE THIS VOLUME POSSIBLE!

Midgard and Kobold Press are trademarks of Open Design. All rights reserved.
Product Identity: The following items are hereby identified as Product Identity, as defined in the Open Game License version 1.0a,
Section 1(e), and are not Open Content: All trademarks, registered trademarks, proper names (characters, place names, new deities,
etc.), dialogue, plots, story elements, locations, characters, artwork, sidebars, and trade dress. (Elements that have previously been
designated as Open Game Content are not included in this declaration.)
Open Game Content: The Open content in this adventure includes the new monsters in the Appendix.
All other material is Product Identity, especially place names, character names, locations, story elements, and fiction.
No other portion of this work may be reproduced in any form without permission.
ISBN: 978-1-936781-97-3
©2020 Open Design. All rights reserved.
www.koboldpress.com
The Hideous Strength
of the Underworld
Ghouls have a long and nasty history as the cannibal They’ll see entire clans, legions, and cities
dogs of the undead family tree. In RPGs and in enslaved to dark powers. This volume contains a full
Lovecraft’s imaginings, they run in packs, dig up bones description of the Empire’s customs, people, places,
in graveyards, and are stand-ins for cannibalism and and quirks, as well as a complete adventure series from
depravity. My reaction has always been: wow, they are levels 1 to 13. Additional side quests and adventures
perfect villains, if only they were a little more organized. are available in Underworld Lairs, and additional player
A little… nastier, even. options, including new races and subclasses, are available
With the support of more than 2,000 backers, here they in the Underworld Player’s Guide. But this is the heart of
are, whipped into shape by an emperor cult, a patron it, the setting that makes it all tick.
dark god, and a stratified society built around the need As the GM, your job is to make sure the villains
to feed on flesh. Hunger is the animating principle of the are smart, cunning, dangerous, and truly deserving
Empire of the Ghouls, the primal need to consume in the of annihilation at the hands of the righteous clerics,
worst possible way, and everyone in charge of the Empire, paladins, and heroes who dare venture against the
from the god Vardesain and the Emperor on down, undead, the blood cults, and their allies. With the ghouls
is using that survival instinct to control thousands of and their plots, I believe we’ve made this job a little
undead soldiers, citizens, and priests. Imagine an empire easier than usual. Welcome to the Underworld, a place of
of killers, totally dependent on an abomination of a food horrors, a place that heroes may visit and wish to forget,
chain. Right. That’s what we have here. And some within a place that will leave scars in the soul as well as scars on
the empire are eager to expand their power with alliances the body.
and new lands, while others are content to maintain the Enjoy the hideous strength of the undead, and be
current status: with them on top, with an unsleeping army certain that your players will feel great triumph at driving
always willing to create new recruits, and with unbridled these creatures into a second, final oblivion.
violence against all enemies.
It’s not a pretty picture. And heroes going up against Wolfgang Baur
it will see horrific sights, sacrifices to gods of pure Kirkland, WA
depravity, entirely alien strongholds and cities of bone.
Table of Contents
Underworld Gazetteer .............. 6 Dread Chambers of Ruins of Yarosbirg ...............................95
The Rise of the Darakhul.......................6 the Undercity ............................. 50 The Dread Fortress...............................99
The Hundred Kings and Chapter Background............................51 Concluding the Chapter....................113
the Ancient Dust...................................7 Beginning the Chapter:
The Emperors .........................................7 The Desperate Kobold.......................51 The Blood Marriage ................ 114
Darakhul Culture & Customs...............9 The Mob Rules......................................60 Chapter Background..........................114
Life in the Imperium............................11 The Court of the Kobold King............60 Chapter Summary..............................115
Gods and Cults.....................................13 Into the Zobeck Catacombs................62 Beginning the Chapter:
The Temple of Marena.........................68 The Spear Maidens’ Plea..................115
Trade and Wealth.................................15
Concluding the Adventure..................74 The Journey to Reaver’s Cave............117
Ghoul Legions.......................................16
Reaver’s Cave.......................................118
Ghoul Hierarchy...................................18 The Holy Robes of The Journey to Huldramose..............122
Hierarchy of the Sister Adelind ............................. 75
Ghoul Imperium.................................19 Audience in Huldramose...................124
Chapter Background............................75
Allies and Enemies of the The Memorial Feast of
Chapter Summary................................76
Ghoul Imperium.................................23 Randgrid Ironeyes............................126
Beginning the Chapter:
Locations of the Underworld..............24 A Regal Request..................................130
The Clockwork Oracle.......................76
Darakhan, the White Raid on the Ragnarok Cultists..........131
The Mountain Road.............................78
City of Bone.........................................36 The Journey to Nordheim.................134
The Black Canton.................................80
Adventure Summary.................... 48 Traversing the Cursed
The Archduke........................................84
Multitude...........................................137
The Free City of Jozht ..........................93

PLAYTESTERS
Bee-Rex 1: Carsten Chalk, GM; Players: David Dagasso, Raoul Jain, Allison Lenz, Les Joueurs de la Cave: Pierre “Mörkhdull” Staron, GM; Players: Antoni
Karen Penhayle “Balkan” Boccuzzi, Michele “RaGnaR” Boccuzzi, Jérémy Tassin, Thibault
Bee-Rex 2: Carsten Chalk, GM; Players: Karen, Allison Wauters De Besterfeld
Black Goat’s Flock: Jake Haverkost, GM; Players: Daniel Luckom, Peter Mayo, Midgardians of The Galaxy: Johnny Daniels, GM; Players: Ryan Brassard, Justin
Todd Mayo, Alex Thomson Polowski, Tristan Rabut, Bill Stewart
Bogue and the Ladies: Kevin Klaes, GM; Players: Emily Bingham, Hana Mobtown Menagerie: Justin Metzger, GM; Players: Sam Burt, Lukas Goodmuth,
Davisson, Rachel Donahue, Julie Meloni, Kyle Spiegel Sarah Sechrist, Sean, Otto Von Fakename, Mary Jean Wodjewodzki
Candid: Matt Brooks, GM; Players: David Barr, Jonathan Dryden, Andre Jones, Mundane Intervention: Ted Poovey, GM; Players: Citir, Ellie, Verona
Ben Negron, David Patterson, Brandon Smith Mundane Interventions: Ted Poovey, GM; Players: Derrick, Ellie, Ferenor,
Castle Annethrax International: Karl Rodriguez, GM; Players: Jeff Bailey, Anne MacKenzie, Tyson
Freitas, Amy Lee Rodriguez NH Archaeological Dungeon Society: Brendan J. Townsend, GM; Players: Scott
Cult Of Nala: Kent, GM; Players: Ray Harrison, Kitty, Brendan Anderson, James Buckley, Shawn MacDougall, Katherine Music
D&D Central Coast: Ryan Russell, GM; Players: Adriane Hughes, Keith Mosher, Non Satis Temporis: Adam Abdur Rahim, GM; Players: Christopher Raif Adam,
Erin Palchak, Matt Philpp, Samantha Poremba Zachary Arif Adam, Janice Mustopo
Deep Dragon, Water Heist: W. Chiang, GM; Players: K. Nero Persona: John Wicker, GM; Players: Terry Amburgey, Robert Hale, Adam
Striegel, Chris Weston, Darian Wicker
Dungeon Delvers, Inc.: Bret Jordan, GM; Players: Brian Blevins, Tim Childress,
Michael Crain, Troy Gallier, Chris Lampman Playtests Etc.: Brian D, GM; Players: Chris, Cosdyn, David G., Jay, Jon, Jon C.,
Joshua R. Johnson, Lord Bear Knight, Owen G.
Eagles, Inc: Randy Smith, GM; Players: Devin Peck, Philip Moore, Reagan Smith,
Riley Smith, Ben Henson, Johnathan Richardson PooveyFam: Ted Poovey, GM; Players: Garan Poovey, Micah Poovey, Quinlan
Poovey
Gang of Fools: Nick, GM; Players: Davey, Justin L, Justin K, Travis, Arianna
Shep’s Bandits: Patrick Shepard, GM; Players: Kayla Bradley, Houston Jeffreys
Gatecrashers: Meric Moir, GM; Players: Jen Black-Moir, Grace Struth, Matt
Struth, Andrew Wedman Silver Grizzlies: James Clark, GM; Players: Kent Benson, Caroline Tardif, Chris
Tilstra, Virni
Geekazoids: Darren Cooke, GM; Players: Anthony Burnertt, Koby Cavino, John
Freitas, Michael Kares, Tom Matthews Sniper Team Insurgency: Brandon, GM; Players: Adrienne, Grichie, Mike, The
Golden God
Hans Squad: Tim Annan, GM; Players: A-Non, Nyx, Tephra, Xorchid
Tabula Rasa: Good King Enialb, GM; Players: Hatriel, Longarios, Josef Frederick,
JUBros: Dylan Lockridge, GM; Players: Josh Bruner, Barak Fredrickson, Mitchell
Monte, Selal, Sora
Jones, Matthew Wilson
The 1 HP Club: Corey Fish, GM; Players: Jared P. Conley, Anthony Lescroart,
John Sauco, Liz Sauco, Lydia C. Troiano
The Midnight Temple........................140 Pillars of the Underworld..................183 Chapter Summary..............................215
Concluding the Chapter....................147 Travel Through the Underworld......184 Sailing the Sulphur Sea......................215
Underworld Encounters....................185 Chandelier Island...............................218
Catacombs of the
Ghul King ................................... 148 Ghoul Patrols......................................186 The Pure City .....................................226
Chapter Background..........................148 Kobold City of Lillefor.......................187 The Bone Cathedral...........................241
Chapter Summary..............................148 Pit of All Flesh Outpost.....................188 Concluding the Adventure................250
Beginning the Chapter: Pit of All Flesh.....................................193 Continuing the Campaign................251
Travel to the Court-in-Exile...........149 Derro Cult of the Withered Hand....196
Appendix........................................ 252
The Hall of Masons............................149 Meeting the Last King........................201
Creed of All Flesh...............................252
An Audience with the Queen...........150 The Dragon Graveyard......................204
Red Sisters of Marena........................254
Travel to the Black Fortress...............151 Returning the Staff.............................209
Magic Items.........................................255
Siwal.....................................................158 Using Narosain’s Token......................209
Monsters..............................................273
Meeting the Gravebinders.................160 The Main Thoroughfare.....................210
Dramatis Personae.............................314
The Grand Necropolis of Siwal ........161 Stealing the Skin Trader.....................210
NPCs....................................................315
The Ghul King’s Catacomb................166 The Phantom Gives Chase................212
Random Encounters in
Concluding the Chapter....................180 Concluding the Adventure................213 the Underworld................................330
Into the Fuligin Realm ............ 182 The Pure City of Handouts.............................................341
Chapter Background..........................182 Vandekhul................................... 214
Chapter Summary..............................183 Chapter Background..........................214

The Bare Minimum Bandits: Kevin Skelton, GM; Players: Benjamin Joyner, Sara Brandon S. Goodling, GM; Players: Nate Crawford, Alex Horan, Ben Poliner,
Morawtz-Joyner, Gavin Skelton Crystal Poliner
The Busty Dragons: Adam Woods, GM; Players: Steven Bean, Forrest Church, Brandon S. Goodling, GM; Players: Nathan Beamer, Nate Crawford, Alex
Andrew Jones, Kyle Reese, Richard Soloman, Schuyler Wlodarski Howland, Patrick Horan, Jason Melnyk, Crystal Poliner
The Flaming Seahorse: Anthony Abbruzzese, GM; Players: Paul Abbruzzese, Brett Ryan, GM; Players: Derick Cummings, Christi Ryan, Sandi Ryan, Dustin
Molly Moynihan, Larry Swasey, Harry Woelfel Siebel
The Mangled Fist: Meagan Maricle, GM; Players: anonymous Brian Barcus, GM; Players: Rachael Barcus, Doug Cadmus, David Dowdy, Doug
The Monday Night Group: Jack Neller, GM; Players: Sue Dobies, Zachary Huber, Dowdy, Aaron Meadows, Marten van Zwietering
Paul Cecchini, Matt Eldred, Spencer Pyszczynski Jacob Robbins, GM; Players: Steve, Josh, Jared, Kurtis, Jesse
The Ravensworn: Timothy Baker, GM; Players: Patricia Baker, Dan Mengelkamp, James Meaney, GM; Players: Dan, Harley, Sara
Tara Mengelkamp, Rhiannon Pullin Joseph Guerin, GM; Players: Kevin Dixon, Robin Dixon, Lance Kelsey, Dewy
The Terrific Twelve: Corry Rogerson, GM; Players: Robert Allen, Gregory Festo, Smith
Meliora Henning, Nathaniel Kreiman, Jenn Ritchey Joseph Guerin, GM; Players: Kevin Dixon, Robin Dixon, Haleigh, Chris Sibert,
The Wedding Crashers: Nathaniel Dozier, GM; Players: David Baldwin, Billy- Dewey Smith, Terry
Bob Joe Johnson, Christopher Myers, Heather Snyder Jonathan Andrews, GM; Players: Seamus Anderson, Richard Campbell, Thomas
The Whipple Hill Playgroup: Linus Cole, GM; Players: Matthew Cole, Peter Cole Sanderson, Joanne Marshall, Carl McGar, Danielle Brooke Melton
The Skeleton Crew: Kevin Skelton, GM; Players: Alexandra Joyner, Benjamin Kevin Klaes, GM; Players: Emily Bingham, Hana Davisson, Rachel Donahue, Jake
Joyner, Sara Morawetz-Joyner, Gavin Skelton Lammeree, Julie Meloni
War Pigs: Keith Hershey Jr, GM; Players: John Costa, Tadd Layton, Truman Kevin Price, GM; Players: Nick Elliott, Liam Hayes, Jason Keezer
McMurtrey, Brad Smith Kevin Price, GM; Players: Maurice Morris, Juan Natera, Geordi Neilson, DJ Tyran
Waterdeep Patrol Company: Kevin Moore, GM; Players: Aulden Boyd, Mark Patrick Reynolds, GM; Players: Jesse Andrews, Hegan Lucero, Jerome Lucero,
Boyd, Cody Ellshoff, Katie Ellshoff Casey Reynolds, Nick Wallace
Richard Green, GM; Players: Kate Berens, Gavin Moore, Matt Still, Tim Bradbeer,
UNNAMED GROUPS: Andy Way
Brandon S. Goodling, GM; Players: Nathan Beamer, Nate Crawford, Alex Sam Bauer, GM; Players: Dylan Glader, Joe Hughes, Noah Mercil, Eric Sampson
Howland, Patrick Horan
Seth Klein, GM; Players: Will, Chris Fewell, Tim Fewell
Brandon S. Goodling, GM; Players: Morgan Beamer, Jason Melnyk, Ben Poliner,
Steven Clark, GM; Players: Christopher Bowden, Jason Chalmers, Ashley Clark,
and Crystal Poliner
Avril Pickard, Brett Sidford
Brandon S. Goodling, GM; Players: Nate Crawford, Patrick Horan, Alex
Thomas, GM; Players: Dani, Jon, Seamus
Howland, Ben Poliner
Underworld Gazetteer
Deep under the earth, stretching from below the Ironcrags, Well hidden, the empire has bided its time, growing in
under the Margreve Forest, and as far north as southern strength, knowledge, and numbers. Speed and ferocity
Krakova, lies a dark empire. It is home to flesh-eating and carried the darakhul to their first conquests. Cunning
blasphemous worshippers of the gods of death, hunger, magic and ruthless rage have kept their empire together.
and darkness, who come to the surface only to feed. They Their Emperor’s plan and his followers’ unwavering resolve
call themselves the People, but, to the inhabitants of the propel the empire ever forward.
surface world, they are the Lords Subterranean, the Ghoul
Imperium, or simply the Empire of the Ghouls. To them, if
you are not a member of the People, you are food. The Rise of the Darakhul
Their empire rose more than 100 years ago with the The darakhul were born of strange magic. They are ghouls
first darakhul to answer a diabolist’s summons. Today, with intelligence, necromantic power, and the ambition
Emperor Nicoforus the Pale rules the lightless tunnels and to rule everything below the earth. Some say the first of
vast chambers of the Ghoul Imperium from his palace in them became undead through sheer will and boundless
Darakhan, the White City. depravity. Others say the darakhul are the children of a
mythical ghoul-dragon named Darrakh, who still roams
the grey wastelands between life and death.

6
 The truth is lost; the first centuries before the ghoul Ghouls have few friends, and their violent empire is
empire rose are largely hidden from history. The darakhul constantly at war. For the most part, their wars have been
may have been smarter, stronger, and more ruthless than successful ones.
ghasts or common ghouls, but they were also fewer in The first emperor, Tonderil the Bonebreaker, worked for
number. Each darakhul sought power over his fellows, 23 years to unite the scattered darakhul lords and petty
creating an endless line of petty kings, hunger cults led kings under his command, and indeed he destroyed them
by charismatic death priests, and necromantic kingdoms all or forced them to swear allegiance to him. The ghouls
founded on the back of a single eldritch master. measure time from the year when his greatest foes bowed
to him, called the first Imperial Year. With their fealty, his
former foes were granted titles and offices. They became
The Hundred Kings the first dukes, the founders of the Shrine of Vardesain,
and the Ancient Dust the Fane of the Necrophagi, and the general of the Royal
The Hundred Kings were the minor lords who ruled by Bastards Legion. The best title went to the victor, of course,
pure strength in the early days before the empire. Dozens as Tonderil crowned himself emperor.
of small kingdoms grew strong under their ruthless, clever, A few kings fled but were hunted down and eaten by
or powerful rule. The Rift Kingdom, the Iron Duchy, the new emperor’s legions. Only one survived in exile, the
the Domain of the Old Pretender, the White Kingdom, Last King Narosain, who some call the Prince of Vermin.
the Lich-Lord’s Kingdom, the Drowning Barony, the Forgotten by an empire that has grown much larger and
Deepmark, the Hissing King, and the Dwarf-eater’s stronger than any king ever dreamed, Narosain still lives
Realm are just a few of the many that arose, their names (see page 202).
mostly now forgotten. When ghoul fought ghoul, only the But Tonderil’s rule did not last. He was destroyed in
darakhul’s enemies prospered. Many kingdoms sprang battle, leading the charge that broke the defending lines
from companies of ghoul mercenaries hired by dark elves, at the lost derro city of Gonderif. Tonderil had ruled just
derro, or aboleth to destroy their foes. nine years as emperor of all the ghouls, but he laid the
Oddly, this period of ghoulish strife ended when foundation for everything that was to come: their magic,
ghoulish cruelty ran amok. The ancient kings decided their legions, and their aristocracy of rival dukes, priests,
they would grind their rivals to dust at the Millstone, and marquises.
an enormous block of stone in the depths of the old Rift
Kingdom. They thought they were condemning their foes
to a slow and agonizing death, but in fact their demise led
to the inadvertent creation of the first bonepowder ghouls CREATURE NAMES IN EMPIRE OF THE GHOULS
(Tome of Beasts, p. 214). These ghouls were still animated Creatures whose names appear in bold without a page
by hate and determined to end the rule of the petty kings or book reference can be found in the text near where
once and for all. they are named or in the System Reference Document 5.1.
Over the years, eight bonepowder ghouls gathered Similarly, spell and magic item names which appear in
together. Calling themselves the Ancient Dust, they italics without a page or book reference can be found in
decided to support one of the kings, Tonderil, over all the System Reference Document 5.1.
others. They attacked trade caravans of dwarves and dark If a creature’s name or type isn’t in bold and its
elves, infected every human they could find, and doubled parenthetical lists a creature type with multiple options
Tonderil’s army in a single decade. The time was right for for its statistics, such as “Yigosain (CE male derro
an emperor to rise up and lead the darakhul, wiping away
darakhul),” you can use any statistics of that creature
all those who would not swear allegiance.
type that are appropriate for your game. For this
example, Yigosain can be a darakhul, darakhul captain,
The Emperors darakhul shadowmancer (see the Monster Appendix
The true birth of darakhul power begins with the for these statistics), etc., whichever fit best for the game
emperors. Four great emperors have ruled the ghouls, you are running. Likewise, “Trehild Shardspike (NG
each paying homage to the Death God Anu-Akma and the female dwarf )” can be an acolyte, mage, archmage, or
Hunger God Vardesain. To honor these gods, the emperors whatever statistics are appropriate for your game.
expanded the empire below the earth through conquest.

7
 Tonderil’s first victories against the dark elves and the development of the bone collectives (Tome of Beasts, p.
deep dwarves destroyed entire cities of the Spider Goddess 39), the rise of the Emperor Cults, and the writing of the
and the Forge God Volund, bringing thousands of slaves first ghoul work of theology, the Annals of Divine Strength
into the flesh markets. The pattern of expansion was set, and Sustenance. Vermesail died in magical combat against
using the ghoul’s magic of feeding and frenzy, of shadows drow assassins, who were devoured by masses of guards
and death. The darakhul necromancers grew more shortly after they cut down the emperor.
powerful than any known on the surface world. Their The drow assassins left the empire without a ruler;
unceasing toil made them strong. Their armies created Vermesail’s chosen successor died at his side. In the
new soldiers with each victory. interregnum, almost all the Dukes declared themselves
Second to sit the throne was one of Tonderil’s spawn. emperor, as did a charismatic leader of the beggar ghouls
Empress Haresha Winterblood’s power derived from her who called himself Voxpopulus, or “Voice of the People.”
fortune in battle: she was the only surviving general at His followers had the numbers on their side, but, when
Gonderif, and she returned home in triumph to claim Duke Nicoforus’ legions marched into the White City, the
the throne. Though a powerful priest of Anu-Akma and Beggar King was put to flight.
an able strategist, she failed to keep an eye on her closest Since that day, the fourth emperor, Nicoforus the Pale
followers, dying twelve years later in a coup staged by (NE male emperor ghoul [Tome of Beasts, p. 218]), has
the Second Imperial Legion. Her heart was eaten by her ruled for over 22 years with cunning and relentless cruelty.
successor, who buried her in the Necropolis of Darakhan He took revenge on the drow for his predecessor’s death.
with little ceremony. A persistent legend claims that First, he sent a bone collective to assassinate the drow high
Haresha’s “heir” danced atop her crypt. priestess. Then he destroyed their city and took all the
Vermesail the Gravedancer, the general who staged the dark elves prisoner, eating the weakest and transforming
coup, was paranoid and suspicious, due in no small part to the strongest. The darakhul legions marched through
how he seized power. He turned many darakhul generals, the Realms Subterranean, regaining territory lost under
priests, and necromancers against one another rather than Vermesail and expanding the borders of the empire further
looking outward to seize new territory, and the empire than ever before.
shrank during his reign. Vermasail’s terror tactics and spy But not everyone was destroyed by the onrushing tide
network kept him in power for 58 long years, as did his of the ghouls. The myconids, aboleths, and cloakers

Timeline
The ghouls count Imperial Years (IY) from the coronation of Tonderil as Emperor of the Ghouls.
Earlier dates are Before the Imperium (BI).
197 BI Prince Lucan arrives in Morgau and seizes the throne. 47 BI The derro of Gonderif and their duergar allies slay the
Combined forces of Krakova, Doresh, and the Magdar Dwarf-Eater and raze his Bone Palace to the ground.
Kingdom nearly drive him from his dominion. Lucan allies 22 BI The Hissing King is crushed to death by his rivals at the
with several influential ghoul kings. Millstone and becomes the first bonepowder ghoul.
148 BI Prince Lucan of Morgau takes Doresh, but the 14 BI Tonderil the Bonebreaker rises up to rule the darakhul,
dwarves seize Grisal. declaring himself emperor. Aided by the Ancient Dust, he
99 BI The Time of Warring Kings begins. spends the next 14 years crushing his opponents to unite
77 BI Calisto Corpsecraw seizes control of the Rift Kingdom the ghouls.
from Ungred Seepeye and declares herself First of a 1 IY Tonderil defeats his last foes and is officially crowned
Hundred Kings. Emperor of the Ghouls in the White City.
73 BI The armies of Torzana Tunnelhound, Lord of the 9 IY Tonderil is slain in the battle to take the derro city of
Deepmark, destroy the Rift Kingdom. Gonderif. Haresha Winterblood is crowned Empress.

8
successfully resisted, as they were either inedible or unable
to be chosen for conversion into darakhul. The dark folk
(Creature Codex, p. 72) and deep gnomes survived by THE TWILIGHT EMPIRE
hiding from the darakhul as well as any creature can. Located in the Shadow Realm
Eleven years ago, having crushed almost all opposition in an area that corresponds with
below ground, the darakhul turned their eyes once more the Ironcrag Cantons in Midgard,
to the surface. The only thing that had prevented the the Twilight Empire is home
ghouls from swarming the world above in the past was an to an exiled arm of the Ghoul
aversion to sunlight. Nicoforus sent his legions abroad to Imperium. Ruled by Emperor Vilmos
search the Underworld for the Crown of Air and Darkness, Marquering (NE male human darakhul),
a legendary artifact with the power to protect them from the Black Fang, these darkness‑touched ghouls escaped
the horrible glare of the sun. via a shadow road when Vilmos’ attempted coup
When they eventually returned to the White City
against Emperor Nicoforus failed. Safe from reprisals
empty‑handed, the Emperor was forced to adopt a new
against their treason, the renegade ghouls have built
strategy. Nicoforus picked up and re-forged an old alliance
a new empire in the Shadow Realm and make regular
with Prince Lucan of Morgau. In return for ancient tomes
raids on the fey and the Moonlit Glades. The Black Fang
of forbidden lore, the vampires would receive military aid
from elite darakhul troops. After lengthy negotiations, the vows that one day he will return to the White City to
deal was done. The legions of the Ghoul Imperium set aside claim the throne. More information on this renegade
their fear of the sun and marched into Krakova as part of branch of the Ghoul Imperium can be found in the
the undead armies that laid waste to the Electoral Kingdom. Midgard Worldbook on page 336.

Darakhul Culture & Customs

Darakhul culture is a complex and ever-evolving set of somewhat from settlement to settlement and within legions
traditions and practices, perhaps the most complex such and elsewhere, there are three common pillars that are
social order among the undead. While customs vary part of the shared undeath of the Imperium: joining the

21 IY Haresha Winterblood dies in a coup led by the Second 83 IY The Black Fang launches an unsuccessful coup against
Imperial Legion. Vermesail the Gravedancer is crowned the emperor and escapes to the Shadow Realm where he
emperor. becomes the Twilight Emperor.
38 IY Sandor Greyskin, Master of the Necrophagi, creates the 90 IY Nicoforus sends the darakhul legions forth to search
first bone collective. the Underworld for the Crown of Air and Darkness.
54 IY Necrophage Antovian Surmidus uses illusion and 91 IY The darakhul and the vampires of Morgau march into
necromancy to forge the tradition of disguise known as “the Krakova and conquer the kingdom entirely, declaring the
Cloak,” allowing the darakhul to infiltrate mortal society. birth of the Greater Duchy of Morgau. Queen Urzula and
66 IY The renegade duke Sergival of the Shackles builds an her court escape into exile.
extensive slave trade network under the guise of the cave 92 IY Dwarven reavers establish the Wolfmark and seize the
dragon Dreadwing. He feasts on mortal tributes from across city of Jozht from the Blood Kingdom.
the world until Vermesail’s assassins bring his activities to an 101 IY Nicoforus the Pale remains the undisputed ruler of
abrupt end. the Dread and Endless Imperium of the Darakhul, the
71 IY Krakovans elect King Eynryk to rule their country. Empire of Ghouls. The events of the Empire of the Ghouls
79 IY Drow assassins slay Vermesail. Nicoforus the Pale rises to adventure begin.
rule the Ghoul Imperium.

9
citizenry, following the rituals of hunger and the feeding CREATION BY THE TEMPLES
laws, and the daily work to expand and glorify the empire. The rarest origins are those darakhul created by priests of
the cults of Anu-Akma or Vardesain, or, more rarely, by
GHOUL BIRTH another dark god such as the Red Goddess, Charun, or
Mot. These are cases where living members of the faith,
Not all ghouls are powerful masters of the Underworld.
such as priests, paladins, or especially devout and often
Many are condemned from the date of their creation to
wealthy followers, are chosen to be infected with darakhul
scrabble after scraps. What makes the difference is the
fever. Those who survive are welcomed into a new life in the
highly variable course of the disease that creates ghouls,
temples or in the Underworld, carrying on their dark faith
best known as darakhul fever to the surface world. Among
in a second life. They are introduced to other members of
ghouls, it is called “the curtain” or “the strengthening,”
their congregations and welcomed into the fold as powerful,
as in “after I passed through the curtain” or “after my
respected, and even titled darakhul, serving a dark god and
strengthening.” Only greater ghouls, such as darakhul
the Imperium itself. These are those born to rule.
and imperial and iron ghouls, can afflict a humanoid with
darakhul fever and create new ghouls. CREATION BY THE LEGIONS
Though the birth and growth of a ghoul follows a few More commonly, darakhul are created by the ghoulish
predictable patterns, the most difficult element is simply legions when their ranks are thin. After a successful battle
surviving darakhul fever. Most humanoids infected with where prisoners are taken, the strongest and healthiest
the disease never become undead at all; they are devoured among the prisoners are deliberately infected with
by the ghouls who infected them, they succumb to the darakhul fever, in hopes of creating new soldiers to serve
ravages of the disease and simply die, or they are cured by in the Legion. This is often referred to as “recruiting from
divine magic. Those infected who do become undead vary the field.”
widely in how much of their former life they remember. The survivors are kept starving and shackled until such
The worst-off are those who become beggar ghouls or time as they swear an oath to the Emperor, their legion,
common ghouls, who remember essentially nothing of and their officers. Those who swear this oath are released
their former lives. Their minds are reduced to a lower as free darakhul soldiers, given their first flesh, then added
state of hunger, rage, and more hunger. Somewhat to a company of fellow soldiers, mostly veterans, who
more fortunate are those who become ghasts and retain can be counted on to help the recruit adjust to a new life
some of their memories and skills. The luckiest of all as an undead, as a citizen of the empire, and as part of a
are the darakhul, who not only keep most of their prior powerful military machine.
appearance and memories, but also gain all the strength, Those who refuse to swear the oath grow weaker and
cunning, and charisma of the undead. The darakhul truly weaker. Most die of starvation and become fodder for
are stronger creatures than they were in life — and also the troops. A few gnaw through their limbs to escape the
more profoundly vile. shackles or are released in a weakened state by a generous
officer. These unfortunates either become beggar ghouls
THE CROSSING AND FEALTY (in the Imperium) or lone ghouls, ghasts, or darakhul on
All darakhul were once living creatures. Their arrival as the surface, making their way as hunger-driven monsters
undead is sometimes a matter of deliberate choice, but just or mercenaries, bandits, and graverobbers.
as often an accident of defeat at the claws and weaponry of
CREATION BY HAPPENSTANCE
the ghoul legions. In most cases, new-made darakhul are
While some darakhul arise from those who survive
confused, repulsed by their new unlife, and horrified by
darakhul fever after being infected by raiders from the
the need to devour flesh—a horror that slowly turns into
Imperium, this rarely results in a long-lived citizen of
starvation and death, or that turns to a self-loathing then a
the Imperium. Instead, these lone darakhul, if unable to
bitter pride in their newfound strength. The darakhul call
join the ranks of the People, generally starve and fall into
the change from life to unlife the Crossing, often combining
the ranks of the beggar ghouls (if they are created in the
this term with the “curtain” term for darakhul fever in
Underworld), or they may thrive as relatively powerful
phrases such as “she’s crossing the curtain” or “the slave
undead on the surface, leading bands of ordinary ghouls or
failed to cross the curtain.” Most such transitions fall into
serving a necromancer, vampire, or cult of the dark gods.
three categories, depending on how a particular darakhul is
created: by the temples, by the legions, or by happenstance.

10
DARAKHUL LINEAGE NAMES celebrate the glory of the Empire and the Emperor are held
First names among the ghouls tend to remain the same as throughout the year.
the names held while that particular person was among Enormous bells or gongs mark the time, from first bell
the living; surnames, however, tend to be the names to eighth bell. This practice seems to come from nautical
granted or chosen by the newly arrived darakhul after usage, though in the Imperium the necrophagi or the
the Crossing. These are sometimes the name of a patron, priesthood of Vardesain are the usual keepers of the bells.
lord, or lady, or a name used within the legions or within Each bell is about 3 hours long.
a particular faith. Some common lineage names are Most darakhul spend about four bells a day working
provided below. Some names are most common in the at a trade or profession, one bell feeding or seeking food
priesthoods, while others are from the legions. Outside of according to the laws and rituals, one bell in prayer,
those areas, surnames often celebrate particular affiliations devotions, or learning, and two bells on entertainment,
in the trades or founders of particular note. Because of this household duties, and social obligations such as
naming custom, different darakhul can end up with the correspondence, visits, and displays of loyalty. In times of
same surname due to being chosen by the same patron, travel or war, their schedules can be wildly different.
being part of the same temple, being the spawn of another
darakhul, or some other similar circumstance. WORK
Ghouls created without a patron or lineage name may go Since many ghouls never hunt at all, they must do other
to the Naming Shrine (see page 32), where a name may be useful work. Scribes and priests fill the temples and the
granted to them. Fane of the Necrophagi, writing for libraries and copying
Darakhul Surnames of the Priesthood. Al-Mot, Al-Qaan, both arcane and divine scrolls. Smiths, miners, and
Akma-aldan, Bloodtide, Vardeson armorers fill the artisan quarters, and leatherworkers and
Darakhul Surnames of the Legions. Bonecracker, Ivory, tailors make clothes for the wealthier ghouls. The ghouls
Maggot, Mortus, Reaver, Secondus who serve the legions spend their days in practice yards,
Traditional Darakhul Surnames. Blackwater, Bloodborn, patrolling, or caring for their equipment and war beasts.
Calva, Canis, Carver, Corvan, Dawnbinder, Demonfinder,
Edlest, Fuligin, Ghost, Gnollfeeder, Hunter, Jaeger, Miner, FORAGING
Orcandus, Osseor, Ravenfeeder, Shadowsmith, Strigator, The basic unit of currency in the empire is flesh—meaning
Styxdrinker, Tanner, Umbro, Unsated, Verskull, Vespertan, the flesh of sentient creatures—as fresh as possible, ideally
Whispersen, Wormsong, Wraithcaller still alive, though unburied will do in a pinch. The ones
who bring dwarves, deep gnomes, dark folk, drow, and
others to the flesh pits are usually imperial hunters or
Life in the Imperium raiding parties. Fortunately, ghouls can go for weeks or
The current population of the empire months without eating much, their connection to the realm
stands around 50,000. One‑fifth of that of the dead granting them power even without feeding.
total is in the legions, one‑fifth However, ghouls still feel hunger every day without food.
in the priesthood, one-tenth That drives them to work, fight, and steal if they must.
serve the necrophagi, and Most common ghouls eat no more than one or two ounces
two‑fifths work as scavengers, of flesh per day or even per week. Beggar ghouls eat much
merchants, and servants to the less. To support the empire of 50,000 ghouls, a minimum of
nobles. The remaining tenth are 1,500 pounds of flesh are required each day, roughly 12 elves
beggar ghouls (Tome of Beasts, p. 213). In or 10 humans. Most days, the imperial hunters bring much
times of famine, the empire’s population can drop by 40% more than that into the slave markets. Living slaves are fed
or more, as ghouls feed on their own kind and slaves are just enough to keep them alive. Bat meat, fungus, cave fish,
wiped out. and moth larva are all typical slave food. Most are very thin.
The goal of citizens in the Imperium is the growth and The greater food needs are actually those of carrion
glory of Vardesain, the Emperor, and the empire itself, in beetles. They can eat fungus and rotting flesh most of their
roughly that order. Citizens do not sleep, though they do lives, but they require large carcasses when they reproduce.
take time away from labor for religious devotion, social Their nesting grounds on the fringes of the empire are also
gatherings, and contests of skill and status (contests of the territory where purple worms and other large prey are
memory and strength are both quite common). Festivals to most common.

11
THE FEEDING LAWS A simple badge or marker from one of the marquis,
generals, or high priests is usually taken to stand in for the
The foundational legal codes of the empire deal with food
Emperor’s generous tolerance in these matters. In other
– or, rather, its lack. While ghouls can and do devour the
cases, it is a written document meant to last for years or
living and carrion alike, there are strict rules about who
to allow passage into particular sites usually barred to the
they can eat: without such laws, no other humanoids would
living, such as temples and palaces. These markers can be
dare to visit, trade, or ally with the ghouls. And thus come
bought as indulgences for a standard rate of about 25 gp
the feeding laws, which prescribe both the times and places
per person per day, they can be granted in exchange for
when darakhul may feed, how meat is to be shared, and
other valuables (such as trade goods or information), or
which living creatures may not be devoured. The code
they can be forged or faked. Without this marker or the
states the darakhul eat first at any kill, then the ghasts, and
Emperor’s Gift, a living creature faces the possibility of
lastly the common ghouls. In addition, a citizen eating
being arrested and fined or, at worst, thrown into the slave
flesh that does not belong to it is treated as a special case of
pits as food or labor.
theft, with harsher punishments up to and including exile
for repeat offenders.
Finally, deliberately infecting a fleshling slave is treated
HUNGER RITUALS
as a crime roughly equivalent to arson – that is, it is a The hunger rituals are codified, sometimes elaborate
heinous form of property destruction. Offenders are displays of loyalty in the empire, in which higher-status
usually punished by long starvation and heavy fines, or wealthier darakhul grant the right to feed to their loyal
including indentured servitude to the plaintiff. The feeding servitors. These servitors in turn take some portion of their
laws are taken very seriously, and even nobles have been own gathered flesh and distribute it to their own followers.
punished. In an empire of relative scarcity, food is treated Many ghouls are only allowed to participate in the hunger
with reverence. rituals for a single bell each week; others may attend a
The Emperor, through his officials, administers the Feeding feeding 3 or 4 times a week. Beggar ghouls are outside the
Laws which are written on scrolls of skin and safeguarded by system most of the time, and only earn food if they can
priests of Vardesain. In cases where a citizen’s guilt must be find someone willing to part with their own portion. This
established, the priests act as the judiciary. leaves the beggar ghouls starving and marginal at all times,
In casual discussion, the Emperor’s forbearance is willing to take on seemingly impossible or pointless tasks
generally called “the gift,” meaning the generous gift of the for scraps.
Emperor that grants any person, race, or group of visitors The entire system is codified closely based on service to
immunity from the general ghoul tendency toward eating the empire, but few outsiders care to learn the fine points
anything available. The Emperor’s Gift can be revoked at of ritualized cannibalism.
any time, however, as several ambassadors and messengers
have learned to their dismay. POLITICS
The Ghoul Imperium has the Emperor and a Council of
the Darakhul, which includes five high priests, the head of
each noble house, the Dukes, and the elder marquises – a
CONTEMPT FOR THE LIVING total of almost 60 nobles who can and do write the laws
While it is woven into ghoul life and thought to the and administer justice in the Imperium. Members of the
degree that is rarely taught or remarked on, it is worth Council declare wars, grant or revoke an imperial hunter’s
calling attention to the deep revulsion and contempt charter, grant or withhold plunder from the legions, and so
ghouls hold for the living. They refer to most living on. Their power over the Emperor is very limited, though:
creatures simply as “meat” or “fodder,” and they consider he controls two legions based in the White City—the First
all living creatures social inferiors. While they might and Third Imperial—and he collects the flesh-tax on all
food brought into the city. If he decides not to obey the
speak with kobold merchants and trade for goods
Council’s laws, he risks revolt at the borders of the empire,
with myconids and cloakers, they believe only the
but he is untouchable at home.
undead are truly their equals. This combines neatly into
The politics of the various houses are affected by two
the unique vision the ghouls hold of being superior older, underlying patterns: one is the loyalty to the noble
creatures and the natural rulers of all the world. houses that were once led by the Hundred Kings—these

12
are the darakhul Dukes and some marquises—and the
other is loyalty by original race. Many drow, humans,
Gods and Cults
dwarves, and others are comfortable with ghouls of their The darakhul are organized and powerful as a military
own kind and discriminate against other kinds of ghouls, force, but they are also more zealous in their worship of
believing their own form of ghoul to be superior. This dark gods than most undead. The faiths they practice vary
rivalry is found to be strongest in darakhul who often from place to place and over time, with cults replacing
keep more physical traits and more memories of their one another with regularity. The Imperium’s current
previous lives when transitioning to undeath. The legions priesthood includes the followers of three great gods and
and the Emperor discourage these rivalries when it suits two goddesses, plus lesser cults devoted to demons and the
them and stoke the rivalries with racial battles in the Pit of sainted emperors.
All Flesh or the Fighting Pits of Darakhan when they wish The Death God Anu-Akma, red-speared War God
to keep the beggars and common ghouls distracted from Mavros, and Hunger God Vardesain comprise the trinity
other problems. of ghoulish worship. Anu-Akma and Mavros are known to
the surface world. Vardesain is unique to the ghouls, but a
SLAVES few vampires claim him as a patron god as well.
Though zealots exist, most ghoul faith reflects devotion
As well as being useful, slaves are another way to denote to their own interests. They make a show of piety before
a ghoul’s status. Two main issues arise with living slaves: the Emperor Cults for political reasons, before Mavros
rebellions and infections of darakhul fever from stray for greed and imperial glory, or Anu-Akma for his role in
scratches. The ghouls’ solution to both problems is creating the ghoul race. But, in many ways, their greatest
deadmind powder, a poison put into the food of most god is Vardesain, for all ghouls but the Sated are driven by
slaves. This powder numbs the mind, making slaves more the need to devour flesh.
pliable, and, through some quirk of alchemy, inhibits the
development of darakhul fever in those already infected ANU-AKMA, THE GOD OF DEATH
with the disease, slowing its progress a hundredfold
rather than preventing it entirely. In this way, infected The Lord of the Underworld takes various
mortals slowly become ghouls or darakhul over time. Any forms and names, but he is always among the
darakhul who infected them must pay the slave’s owner for foremost gods of the darakhul. Ghouls believe
the “damage” to the goods. Overseers keep a close eye out they are his favored children, and all
for signs that slaves are not taking the deadmind powder. other species were created to feed them.
Those who resist the toxin are fed to the beggar ghouls or In the Imperium, Anu‑Akma’s priests
sold for meat immediately. are everywhere, and nobles and commoners
The ghouls of the Imperium divide slaves into a alike closely follow his oracles and scripture.
bewildering variety of types and categories, from race, He is venerated as the greatest of the gods,
skills, and even taste. The most important are skilled
(house slaves) and fleshlings (food slaves).
The skilled can read and write, or are savants, arcanists,
or metalworkers of some kind. Sighted slaves with GHOULISH POISON
darkvision are favored because they can work in the The ghouls of the Ghoul Imperium use a poison called
darkness the ghouls prefer. Skilled slaves are kept on deadmind powder to keep their slaves complacent.
to work in ghoul mines, forges, scriptoria, or other Made from a mixture of saltpeter and fungal liquor
enterprises until they are near death, then infected with
obtained from deathcap myconids, the powder is often
darakhul fever. Others are kept as trophies and sometimes
sprinkled in the food and drinks of the ghouls’ slaves.
as sources of amusement in the arena or the bedchamber.
Food slaves are sold as meat and promptly eaten. Halfling Deadmind Powder (Ingested). A creature subjected
is a delicacy, and the flavor of deep gnomes is highly prized. to this poison must succeed on a DC 15 Constitution
saving throw or become poisoned for 48 hours. While
poisoned in this way, the creature has disadvantage on
Wisdom and Charisma saving throws against spells of
the enchantment school.

13
ruling not just death but also justice and travel through the that drives ghouls gives it power. Their conflicting urges
realms of the deep earth. to overcome that hunger, or to give in to gluttony, make it
Priests of Anu-Akma have always advised the emperor, difficult for the empire to suppress worship of this god, no
and the Death God’s current high priestess in the White matter how dangerous its rabble-rousing priests become.
City, Lucretia Tideblood (LE female darakhul high The red and white Shrine of Vardesain in Darakhan is
priestess [Creature Codex, p. 172]), is no exception. She the best-known temple in the Imperium. The current high
presides over the god’s great temple, a towering structure in priest is Cimbrai Grimscribe (NE male human darakhul),
the center of the Necropolis. Worshippers extend beyond a master of the Sated Hunger path, whose appetites have
ghouls to include jackal-headed demons and Waldrop been consumed by Vardesain as a blessing. He currently
Mallecar, the powerful, living guildmaster of the Travertine works to topple the prominence of Anu-Akma’s church.
Order, a group of deadly assassins for hire. Cimbrai’s biggest rival is Radomir Marrowblight, the
Anu-Akma is widely worshipped among the golden ambitious high priest of the Bone Cathedral in Vandekhul
sands of the southern deserts where he guards the tombs (see page 241)
of royalty and stands against the scourges of age, madness, The purple worm is Vardesain’s most favored holy beast,
and the evil undead. Above ground, ghoul worship of Anu- though bats, serpents, and oozes are also among his sacred
Akma is furtive and treated with fear. The Death God’s animals. The demon lord Hriggala, the Jaws of Vardesain,
undead followers await each burial as a new source of flesh acts as the Unsated God’s herald.
for feasting, while the god preserves the souls of those
unfortunate corpses. MAVROS, THE GOD OF WAR
Rats are favored animals of Anu-Akma, as are jackals and
The great legions of the Imperium all
vultures. Many of his priests and most arcanists who follow
pay homage to Mavros, who takes a
him have rats as pets or familiars.
ghoulish face in his temples here
but is otherwise identical to the
VARDESAIN, THE GOD OF HUNGER War God of the surface world. His
Loved by even the least of ghouls, Vardesain priests are all powerful warriors.
is a controversial deity. Sometimes known Mavros’ appearance among
as the Unsated God or by the much the ghouls is of a fully‑armored,
older name of Mordiggian, Vardesain’s helmeted figure (often astride a carrion beetle), carrying
nature and status is much debated a greatsword, and striking down drow and dwarves with
among the darakhul. There are equal glee.
frequent purges and charges of heresy Mavros’ favored animals are the bull and the eagle, as
among the priesthood. they are on the surface, though here they are usually seen
Worship of Vardesain is splintered into only in paintings and statues. His priests regularly sacrifice
several sects with conflicting creeds. These include the white bats and small cave goats (see Underworld Player’s
Bloated Path, which preaches giving into gluttony, allowing Guide) to him as the nearest approximations.
hunger to grow unchecked; the Sated Hunger path, whose
adherents transcend the need to feed through meditation LESSER GODS
and spiritual discipline; the Creed of All Flesh, a tripartite
While powerful, these gods are not the primary movers
organization that honors an aspect of Vardesain called the
in ghoul religious life. The Emperor Cults are small, and
Father of the High Feast; the Endless Gullet; and the cult of
the worship of demon lords is unpalatable to more lawful
Hungry Dust. Among the beggar ghouls, these distinctions
ghouls. The Goddess of Night and Magic was abandoned
don’t matter so much as the ability of prayer to Vardesain
by most ghouls for many years, and the Red Goddess’
to ease the suffering of the starving.
adherents are widely regarded as heretics.
Ghoul theology is usually pragmatic, but discussions
on the nature of hunger, feeding, and flesh become quite EMPEROR CULTS
agitated. The Hunger God’s cult has been suppressed many The first three rulers of the Imperium— Emperor Tonderil,
times for preaching against the Feeding Laws, and for Empress Haresha, and Emperor Vermesail—have small
threatening to turn the Imperium into a theocracy, called but politically powerful cults devoted to their memories.
the Kingdom of Hunger. But it has never disappeared Large sacrifices of blood and treasure are common, though
altogether – the cult’s relationship to the primal impulse their temples are rarely full. Most worshippers are officers

14
or rulers of various outposts, cities, shrines, and other The goddess’s animals are the raven and the mouse, and
bastions of the empire. The emperors themselves are her primary symbol is an eight-pointed star.
portrayed as the greatest saints and servants of Anu-Akma.
In the White City, the Temple of the Emperors on the MARENA, THE RED GODDESS
Imperial Acropolis is presided over by Doina Doresh (LN A few heretics claim that Marena, the Red
female darakhul high priestess), an ancient ghoul who Goddess of Lust and Death, is the true
was a priestess of Charun the Boatman in life. Doina has keeper of the dead. Certainly, she is widely
a sharp political mind and has been a trusted adviser to worshipped as such on the surface in
Emperor Nicoforus for some years. the Blood Kingdom where darakhul
mercenaries serve as bodyguards to her
DEMON LORDS vampire priestesses. In the realms below,
From time to time, demon lords whose portfolios include Marena has enough ghoul adherents to
necromancy, death, darkness, or the underworld become maintain the Temple of Agonizing Bliss (see
popular among the ghouls, but the Imperium is rarely page 238) in Vandekhul, which is presided
swayed by any single demon lord for long. Alquam, Demon over by her high priestess, Mother
Lord of Night (Tome of Beasts, p. 84) has followers among Ludmilla Janova (LE female vampire
the darakhul shadowmancers (Creature Codex, p. 173), priestess [Creature Codex, p. 367]).
while Camazotz, Demon Lord of Bats and Fire (Tome of
Beasts, p. 85), is sometime worshipped by ghouls living
on the empire’s fringes. Members of the Hunger Cults pay
Trade and Wealth
homage to Hriggala, the Jaws of Vardesain (see page 279), Ghoul commerce centers on livestock, both beetle and
as the Unsated God’s malign and terrifying herald. humanoid, as well as on drugs, poisons, necromantic
supplies, clothes, weapons, and armor. Ghouls are eager
SARASTRA, THE GODDESS OF NIGHT AND MAGIC merchants and well-versed in the various coinages of the
Not originally a goddess of the undead, Underworld and the surface cities alike. Their caravans
Sarastra has found favor again as visit Darakhan, Lillefor, Fretlock, Morgau, Gnawbone,
the shadow fey have come to an and Spiderfall.
understanding with the ghouls.
Her worship is confined to the LIVING MERCHANTS
Necrophagi, loremasters, and
Not all merchants in the realms below are undead. Many
other arcanists, though a few
are kobolds, derro, and mushroomfolk, who trade with
other ghouls are curious about this
the ghouls from elsewhere in the Underworld. Some are
returning figure in their pantheon.
humans, dwarves, and other humanoids from the surface,
A recent, growing group of ghoul
who trade with the ghouls from places with connections
followers of Sarastra is the Order of
to the Underworld, such as Morgau and the Ironcrags.
the Ebon Star. Formed by ghouls who
Though it holds easy access to the Underworld, Zobeck’s
participated in the conquering of Krakova and who
trade with the Imperium is monitored and regulated by the
saw little reward for their efforts, the order turned to
kobolds of Lillefor, who determine what stays in Lillefor
Sarastra’s embrace and vowed to cleanse the Imperium
and what continues on a kobold merchant’s caravan
of its vampire infestation, which some whisper might
deeper into the Underworld. On occasion, shadow fey
also involve toppling the reign of the “vampire-loving”
merchants bring goods from the Shadow Realm through
Emperor Nicoforus. The goddess grants these ghouls
Miaca, though the Black Prince always gets first pick of the
reprieve from the pain of sunlight, but she otherwise
goods, if he is in Darakhan, before they find their way into
hasn’t openly opposed the Imperium—on the contrary,
ghoulish markets.
she keeps the Black Prince in Darakhan as an ambassador
Though living merchants, especially those from the
for the shadow fey (see the Shadow Fey Embassy entry in
surface, are necessary to keep the Imperium running
Darakhan for more information on the Black Prince). Ever
smoothly, they aren’t treated as citizens of the empire.
unknowable, the goddess’ support of this secret sect is a
Living merchants are strongly encouraged to stick to
mystery to her followers both above and below the surface.
sections of each city set aside specifically for living creatures
For more information about the Order of the Ebon Star,
or for commerce with living creatures. Any living merchant
see the Underworld Player’s Guide.
caught outside those designated districts without invitation

15
or protection from a ghoul is considered fair game by the
beggar ghouls and lesser ghouls lurking in alleys.
Ghoul Legions
Living merchants in good standing with the Imperium are The ghoul reign of conquest against the dark elves,
often issued writs of free passage (see Handouts Appendix) dwarves, deep gnomes, dark folk, and other races of the
that allow the merchants and their caravans to travel in Underworld has not been an accident. The darakhul
relative safety throughout the empire. Such merchants are paralyze their foes, turning enemies into food or into
often afforded the privilege of requesting ghoul guards for replacements for their losses. Their armies include
their trade goods or for themselves if they must leave the crawling bone colossi, demonic rams, bat-winged devices
living districts. The wisest living merchants know to bring trailing fire and smoke, burning skeletons, liquid zombies,
flesh as well as coin to ensure the guards’ loyalty. and tunneling undead purple worms.
Ghouls are inventive soldiers, and they strike quickly: the
COINAGE lightly armored ghoul legions march 72 miles per day in
small tunnels (and don’t rest by night), while the heavily
Gold pieces are often called skulls or pounds, named armored legions still manage 48 miles per day through
after the pound of flesh that is a core unit of value among difficult tunnels. They either carry their provisions or
ghouls. Silvers are called ducats or fingers, and coppers are march alongside them when the provisions take the form
called bites, boats, or boatmen, after Charun, the ferryman of zombies. In frenzies, ghouls can strip a battlefield clean
to the Underworld, who demands them as payment. in hours, down to cracking the bones of the fallen.
The tactics that have won them city after city and
COST OF GOODS IN THE IMPERIUM thousands of slaves are simple. They have excellent spies
All foodstuffs (other than humanoid flesh) cost ten times and mindbenders to wrest information from the empire’s
what they would on the surface; this includes drinks. enemies, undead purple worms and relentless diggers to
Almost all food is marginal stuff used to feed beetles or claw through the earth, mobs of frenzied ghouls, deathcap
slaves; anything more is hugely expensive. Weapons and spores to cause slumber in ranks of breathing foes, and
armor are rarely for sale to non-ghouls. When they are, heavy centiles of iron ghouls to crush their opponents.
the costs are four times the standard value on the surface. Over time, the legions have learned how to use their
Lodging, clothing, and adventuring gear item costs are strengths and exploit their enemies’ need to eat, sleep, and
triple the standard value. Alchemical items are commonly breathe. The ghoul’s modest needs for food allow them
available, as are necromantic potions, scrolls, and services, to field a much larger army than living creatures. Their
which cost “merely” double standard. lack of any need for air allows them to use fire and smoke
with impunity in the confined spaces of the Underworld,

LEGIONS OF THE IMPERIUM

Legion Leader* Type Location Strength**
First Imperial (Iron) Field Marshall Iago Estorban Heavy Darakhan 100%
Third Imperial (Ivories) Branko Charonson Heavy Darakhan 90%
Blacktongue Lazar Crowsroad, Necrophagus Light Hammerheim 70%
Corpse Tearers Dusan Rattlebone Heavy Gonderif 80%
Deathcap Legion Amanita Skullcap, druid Auxiliaries Mushroom forests 90%
Feverlings Talmurez Widdergut Light Spiderfall 90%
Fuligin Remigia Rottooth, Spymaster‑General Light Krakova City 80%
Harvester Smiling Magerette, Wizard-General Light Vandekhul 85%
Marrowrich Darenko Gallowsborn, shadowmancer Heavy Tannenbirg, Krakovar 75%
Plaguejoy Eril Gravewalker, war cleric Light Gnawbone 80%
Reapers Vasilis Thanatar Heavy Great Necropolis of Morgau 75%
Wyrmblooded Jana Zoric, roguish duelist Light Fretlock 85%
*Leaders are captain-generals – powerful darakhul fighters – unless otherwise stated.
**The legion’s current capacity compared to a “full” legion of 1,000 ghoul soldiers.

16
literally asphyxiating entire settlements and cities that
resist them. The greatest constraints on the use of fire
bat and fire skeleton tactics are not ghoul morality – an
oxymoron – but the lack of sufficient fuel to burn in the
damp and stony caverns. Ghouls use smoke and fire only
for major engagements.

ORGANIZATION
The Dread and Endless Imperium currently has about
10,000 ghouls in its active army, divided into twelve
legions. That number could easily double overnight
if the Pale Emperor commanded it; at some level, all
ghouls are raiders and warriors. The masses of the legions
are mostly fodder, with common ghouls and ghasts making
up more than ninety percent of their numerical strength.
The other ten percent are darakhul officers.
Each legion numbers 1,000 soldiers strong when at full
complement, comprising of around 800 ghoul and 100
ghast legionnaires, 60 imperial ghoul (Tome of Beasts,
p. 220) sergeants, 20 iron ghoul (Tome of Beasts, p.
221) lieutenants, 10 darakhul captains (see page 288),
1d6 Necrophagi and 1d6 war clerics under the overall
command of a general.
Legions are divided into 10 centiles of 100 ghouls
each. Nine are ordinary centiles, under the command
of a darakhul captain. These officers are known as Field
Captains when operating outside the borders, such as in Tannenbirg Castle, while the Third joined the Ghost
Krakovar, and Patrol Captains when within the empire. Knights’ attack on Yarosbirg.
Centiles are further divided into deciles, patrol units of 1d6 The Harvester Legion is entrusted with the task of
+ 4 common ghouls or ghasts under the command of an protecting the Pure City of Vandekhul and the Emperor’s
imperial ghoul sergeant or iron ghoul lieutenant. The tenth summer residence, but its ambitious commander, the
centile is known as the Imperial Centile. This centile acts Wizard-General Smiling Magerette (NE female drow
as a staff headquarters, personal guard, and reserve unit to darakhul) has other ideas. For more details on Smiling
the general commanding the legion. Magerette and her plans, see page 244.
Of these legions, the Third Imperial (the “Ivories”) has the The Fuligin, Marrowrich, and Reapers Legions are
most powerful and experienced veterans, consisting of half currently stationed above ground in the Blood Kingdom
darakhul and imperial ghouls. Each member of the Third is where they stand ready to hold the conquered Province of
resistant to radiant damage, making them tough enough to Krakovar alongside their vampire and Ghost Knight allies.
discourage any coup attempts against the Emperor. The Blacktongues, Corpse Tearers, Feverlings,
The First Imperial is just as deadly and are equipped Plaguejoys, and the Wyrmblooded spend much of their
with banded armor, polearms, and battle axes. The time patrolling the Imperium’s subterranean borders,
legion was once led by the Pale Emperor himself, who battling derro, dwarves, and drow. The constant marching
personally took over following the aborted coup by its and war seems to suit them better than sitting in the
captain‑general, the Black Fang. It now falls under the barracks drilling and parading, and they consider their
command of Field Marshall Iago Estorban (LE male active duty a plum assignment with plenty of opportunities
darakhul), one of the Dukes, and is kept in the White to both feed and expand the empire. The legions’ generals
City largely as a counterbalance to the Third. Ten years and wizards are less pleased; they are far from the courtly
ago, when the darakhul moved against the surface world maneuvering and discussions that might land them a
alongside their vampire allies, these two legions led the post with a better legion or as a high-status necrophagus
charge. The First Imperial wiped out the defenders of attached to the Imperial Court.

17
 The Deathcap Legion has 400 deathcap myconids (Tome THE DUKES
of Beasts, p. 300) in its ranks, replacing 400 of the common There are eight dukes and two duchesses in the Imperium.
ghouls. They fight as auxiliaries and move as a light legion. Seven of the dukes rule a small city or major outpost
They guard and tend the Glowing Forest and the Forest of outside the White City, paying to support the legion
Forgetting when not training. stationed there. The dukes do not formally command their
Dozens of other legions have been completely respective legions, except for Duke Iago Estorban, Field
destroyed—or retired. These “ghost legions” include the Marshall of the Iron Legion. The two duchesses fund the
Royal Bastards (dating back to the time of Tonderil, the temples and the Necrophagi with their taxes, and they are
first emperor), the Green and Gold, the Maggots, First known as the Hunger Duchess and the Sorcerer’s Duchess.
Darakhan, Black Hammers, Fortunate Fifth, Death’s The various dukes’ personal followers include ten of
Favored, Pale Light, and the Fire and Fury. The Second the marquises, a few hundred soldiers of various types, a
Imperial Legion was disbanded for its uprising against personal high priest of their favored god, and two or three
Empress Haresha and hasn’t been reformed as a reminder of the Necrophagi. The following are the current Dukes:
to any who might try such a coup again. Wilmer Corpsefinger of Fleshbrook. Weakest of the
Dukes, Wilmer Corpsefinger (LE male halfling darakhul)
is responsible for the tiny city of Fleshbrook and its
Ghoul Hierarchy strategically important bridge over the Yellow River.
Ghouls have a strange life cycle, starting with death and He breeds lantern beetles and mines the saltpeter used
fever, and dominated by the peculiar customs of the in deadmind powder. He is content to entrust the city’s
People. Like the living, they are bound by their status and defense to his capable Captain of the Gate, while he fills his
their wealth, though this takes dark forms in the empire. vaults with gold skulls from the lucrative river trade.
The Ghoul Hierarchy chart (see page 19) shows the Drago Blackfly of Fretlock. The ambitious Duke Drago
complex hierarchy of ranks and roles in ghoul society. (LE male human darakhul) has a long history of plotting
with his allies on the surface. He is a regular visitor to
DARAKHUL NOBLES
Castle Lengrove (Midgard Worldbook, p. 98), seat of
The darakhul may be lords of the Realms Subterranean the shroud-eater Lady Darvulia, the Keeper of the Gate
and masters of tens of thousands of undead, but that does Subterranean. More intriguingly, his half-brother is the
not mean they are all equal among themselves. Darakhul living necromancer Konrad von Eberfeld of Zobeck’s
grow stronger over time, and the older darakhul divide Arcane Collegium, an occasional guest at the duke’s
the nobility of the Ghoul Imperium into five ranks. The Fuligin Manor in Fretlock. Persistent rumors claim Duke
categories are arbitrary and fluid, and priests and blooded Drago and Konrad have embedded a network of darakhul
Necrophagi may often vault onto the higher rungs quite spies in towns and cities throughout the Crossroads
quickly. Nevertheless, the pecking order is as follows: region, though this claim has never been verified.
Imre Stritt of the Glowing Forest. Duke Imre (LE male
THE EMPEROR
human darakhul) fell out of favor with the Emperor after
Emperor Nicoforus and his
an unwise dalliance with Nicoforus’ favorite courtesan,
courtesans, favorites, and courtiers
the Lich-Magister Olja Chornovoi. Banished to the
are a group that no
southwestern marches of the Imperium, Duke Imre spends
one opposes – at
little time in the dangerous fungus forest named in his title.
least not openly. His
Instead, he bases himself at a fortified outpost to the south.
command of the
From here, he oversees his dukedom, which stretches as far
two Imperial legions,
as the shores of the Sunless Sea, encompassing the Hunger
the priesthood, and the
Oracle, Bat Mountain, and the Forest of Forgetting.
Necrophagi means that he
can play all the factions against each other. In practice, Radu Kopecs of Gonderif. In life, Radu Kopecs (LE male
the high priests and the Master of the Necrophagi act dwarf darakhul) was a member of the Mavrite Forge
independently and even oppose the Emperor at times – Works, a consortium of cantonal dwarves and Zobecker
but usually only if two or more of the dukes support them. merchants. In undeath, he presides over the Imperium’s
The Emperor listens to the wise counsel of his trusted biggest armaments center at Gonderif where dwarf and
advisor, the scholarly Loremaster Eressar Candlewright derro slaves work iron, mithral, and steel into weapons for
(NE male human darakhul archmage), above all others. the legions. Loyal to the Emperor, Duke Radu is determined

18
 HIERARCHY OF THE GHOUL IMPERIUM
GHOUL EMPEROR

DUKE DUKE DUKE DUKE DUKE

DUKE WILMER LEANDER IAGO ORSOLLA ERZSEBET BONEPOWDER
DRAGO IMRE RADU JAROSLAV MORRETO
CORPSEFINGER STROSS ESTABAN STRITT TAR JOZSA GHOULS
BLACKFLY STRITT KOPECS KRAKENAU LICHMARK
DARAKHU
NOBILITY

MARQUISES (LOCAL GOVERNORS AND COMMANDERS) GENERALS HIGH PRIESTS NECROPHAGI

DARAKHUL DARAKHUL
BARONS (WEALTHY OR NOBLE DARAKHUL) UNDERPRIESTS
CAPTAINS SHADOWMANCERS

IMPERIAL DARAKHUL IMPERIAL GHOUL

LORDS (NEW OR INDEPENDANT DARAKHUL)
HUNTERS SPIES SERGEANTS
MIDDLE
CLASS

GHAST SHOCK GHAST NECROPHAGE BLOATED

GHASTS (ARTISANS, MERCHANTS, AND SERVANTS)
RUNNERS TROOPS ACOLYTES GHASTS GHOULS
LOWER

GHOUL
CLASS

GHOUL TAR
GHOULS (ARTISANS, MERCHANTS, AND SERVANTS) LEGIONNAIRES
RUNNERS ACOLYTES GHOULS

BEGGAR GHOULS
UNDER
CLASS

SLAVES

ESPIONAGE MILITARY PRIESTHOOD ARCANISTS OUTSIDERS

19
that production and quality will never slip on his watch. introduced a guillotine-style device called the Executioner
Though he doesn’t oversee production personally, the duke Axe to Gnawbone. She is enamored with her new machine
regularly inspects the arms and armaments that come out and only needs the slightest excuse to put it to use.
of his forges before they are sent to the empire’s legions. The Erzsebet Tar Jozsa of the Black Tower, Sorcerer’s Duchess.
rare living slaves who see him either return to the forges Wealthy enough to sponsor the Necrophagi, Lady Erzsebet
as honored darakhul smiths rewarded for their expert (LE female elf darakhul) holds the title of Sorcerer’s
craftsmanship or don’t return at all. Duchess. Those nobles who distrust the Necrophagi
Jaroslav Krakenau of Spiderfall. The wily Jaroslav call her the Sorcerer’s Harpy and spread rumors she has
Krakenau (LE male drow darakhul) rules one of the bedded most of the senior necromancers. A powerful
Imperium’s furthest flung but important outposts: the arcanist, Duchess Erzsebet has the ear of the Emperor,
ruined drow city now known as Spiderfall. Duke Jaroslav especially after finding new clues to the whereabouts of
governs the city with a deft hand, maintaining valuable the legendary Crown of Air and Darkness in the tomes the
trade links with the few dark elves that remain in the vampires gave to the Necrophagi.
Underworld, while rooting out their spies and dealing
with their plots. THE MARQUISES
Morreto Lichmark of Vandekhul. The 120 or so marquises each have a coterie of followers,
Ambitious and ruthless, Duke a handful of barons who swear fealty to them, a few lords,
Morreto (LE male human and up to 100 personal followers each. They usually
darakhul) is the Emperor’s hold high titles in the military or are major priests or
current favorite. His latest Necrophagi. A few are the generals of the Legions; others
plots are the focus of the are governors of small outposts or responsible for the gates
Empire of the Ghouls adventure. to the surface world. All are quite deadly.
Leander Stross, Ambassador to Morgau THE BARONS
and Doresh. In life, Leander Stross (LE male human There are more than 600 barons. Many are officers, and
darakhul) was a lord of the infamous Stross family some are Necrophagi and underpriests. The number and
who ruled the Free City of Zobeck for 600 years. Now quality of their followers, and their skill in battle or in
a darakhul, he acts as the Imperium’s ambassador to its magic, distinguish each baron. Barons are granted the right
close allies in the Blood Kingdom. He was ever-present to visit the Buried Palace of the Emperor, to consult with
at Lucan’s courts during the negotiations that led to the the Necrophagi, and to keep a small retinue of followers,
ghoul-vampire alliance. He is frequently abroad as a guest no more than a dozen.
of Lady Darvulia, the Keeper of the Gate Subterranean, at
Castle Lengrove and of King Lucan in Bratislor. THE LORDS
Iago Estorban, Field Marshall of the Iron Legion. One Sometimes sneered at as “little lords” by the other
of the Emperor’s staunchest allies, Duke Iago (LE male darakhul, the Lords are newly-made darakhul, without
human darakhul) is commander of the First Imperial, also servitors, a commission in the army, a post in the
known as the Iron Legion, and led the darakhul armies priesthood, or an apprenticeship among the Necrophagi.
on the battlefields of Krakova. Fearless and cruel, he A few darakhul prefer to remain among the Lords forever,
spearheaded the ghoul assault from the tunnels beneath safe from the slaughter that sometimes clears away dozens
Tannenbirg Castle and instigated the bloody slaughter that or even hundreds of “treacherous” nobles at the Emperor’s
followed. He was first over the battlements at Wallenbirg command. The Lords are personally powerful as fighters
where the darakhul army feasted on the flesh of every last or otherwise, but they have no allies and no great influence
person in the city. among the nobility.
Darakhul rogues often remain among the Lords to keep
Orsolla Stritt of Gnawbone, Hunger Duchess. Orsolla
a low profile, gathering up wealth, favors, and information
Stritt (NE female human darakhul) was a kitchen maid in
while growing strong in their scheming before taking on a
Zobeck in life. When she snuck out to meet her lover late
higher title. Likewise, hunters of flesh spend so little time
one night, she was seized by a darakhul patrol. Orsolla
among the “city ghouls” that they are often no more than
crossed through the Curtain and became a darakhul. Now a
Lords, though they command wide respect.
duchess, she enjoys humiliating any snooty noble, wealthy
The darakhul nobles ruthlessly assert their privileges over
priest, or proud paladin she comes across. Orsolla has
their lessers, but this cuts both ways. When a “new-made”

20
darakhul arrives, an older darakhul often attempts to bind IMPERIAL HUNTERS
the new darakhul to service in exchange for protection, While the darakhul capture large quantities of slaves
servants, and an “introduction to society.” In fact, though, and fodder through raiding other Underworld races,
any darakhul who arrives often finds that ghouls, ghasts, plundering cemeteries, and stealing away lone humans by
and even beggar ghouls vie with one another to serve the night, the empire also values the prime flesh brought in by
newcomer, hoping to be an early and trusted servant who its imperial hunters.
rises to the top with a new meal-ticket. Imperial hunters are darakhul that have not adapted
well to ghoul society. Instead, they devote themselves to
THE NECROPHAGI tracking, hunting, and capturing or killing humanoids of
The ghouls have had an uneasy all kinds. Almost all imperial hunters are iron ghouls or
relationship with necromancers and darakhul. A few vampires, ghasts, and even wights have
the practice of necromancy from been known as hunters, but rarely.
the beginning. They are, after all, As scouts, foragers, slavers, and lone assassins, the
competing for the same limited supply imperial hunters are deadly foes, able to move with stealth,
of corpses. The darakhul themselves, strike with power, and murder with impunity. They are
however, mastered much of this magic, among the most aggressive ghouls, always looking for new
and they consider necromancers rivals worth killing grounds or unexplored caverns. The treasure they
absorbing into the empire. This is easy enough given seek is not gold, but flesh and bone.
how much time necromancers spend in cemeteries and
mausoleums. As a result, the darakhul are strong in this MIDDLE AND LOWER CLASSES
arcane tradition.
The ghoulish necromancers of the Imperium organized The Ghoul Imperium is built on the backs of lesser
into a society of their own, called the Necrophagi, that creatures. Not every creature is fortunate enough to
practices necromancy using the materials available, become a darakhul and rule. Many of Imperium’s victims
primarily the bones and bodies of non-humanoid become food; many more become ghasts, common ghouls,
creatures. Their mark is a triple skull and bone wand. and other lesser ghouls. These middle and lower classes all
Under Emperor Nicoforus’ rule, the Necrophagi prosper, have a role to play in ghoul society.
for he trusts their arcane power more than the divine
GHASTS
powers of the various high priests. Low-ranking members
Ghasts form a large imperial middle class and serve as its
of the order are often necrophage ghasts (Creature Codex,
shock troops in battle. They travel into a fight on beetle-
p. 175), who work on small useful undead servants such
back, then lay about with powerful weapons such as
as skeletons and zombies, while the senior necromancers
halberds or greataxes. They understand status and strategy,
create bone collectives or develop powerful war machines,
and, though they resent the higher class of the darakhul,
such as zombie rams and ether towers.
they work hard to improve themselves.
The Fane of the Necrophagi acts as the headquarters of
Many believe the Hunger Cults or the Necrophagi know
the order in the White City. Standing atop the Imperial
the secret of transforming ghasts into darakhul. This
Acropolis, the ominous black tower is surrounded by six
rumor gives them hope of advancement. Their power
floating skulls and guarded by skeletons. Surprisingly, the
over the common ghouls and slaves gives them a taste of
head of the society, the Master of the Necrophagi, is not
tyranny. They are hungry for more power, always striving
a darakhul. Magenthus Quickborn is a bone collective
and ambitious, eager to prove themselves as hunters,
with the spellcasting abilities of an 18th-level wizard. The
warriors, or spies.
Master and his fellow necromancers have connections
to Lord Fandorin and the other barons of the Blood IMPERIAL RUNNERS
Kingdom, to the surviving Old Lords of the Stross, and While the ghoul legions can cover 100 miles or even
even to necromancers at the Arcane Collegium in Zobeck. cross the empire in a single long day’s march, the need for
The Necrophagi have spent the last decade poring over quick communication led to the creation of the runners,
the ancient tomes of forbidden lore traded to them by the messengers who hold the empire together with blinding
vampires of Morgau in exchange for ghoulish military aid. speed. These undead creatures can run without pause
Who knows what dark secrets these books hold? or hesitation to wherever commanded. Most serve the
priests, Necrophagi, and generals, though a few belong

21
to the Emperor himself – who is widely rumored to have exception is when the ghouls require a structure to be
developed undead messenger bats for this purpose as well. built or a region to be mined quickly. In these cases, food
The runners travel at a full run at all times, covering 72 slaves are drafted to do as much work as possible before
miles in just 6 hours, or 288 miles in a day. Their sleepless being stripped for any remaining meat. Darakhul dislike
speed means they can carry no armor and nothing more this practice, however, as they feel overworking food slaves
than a light weapon, usually a dagger. Interference with an leads to tough or stringy fare.
imperial runner—even just slowing one down—is a crime
punishable by slow cooking and devouring. OUTSIDERS
Though key to the empire, few runners survive the pace
Several types of ghoul sit outside the Imperium’s main
for long. Stories claim some run themselves so fast and
power structure.
hard they turn into bonepowder and dust.
BONEPOWDER GHOULS
COMMON GHOULS
Sometimes a ghoul stops eating, either voluntarily, or
Eminently disposable, the uncivilized masses of the
more likely as a result of cruel torture. After decades of
common ghouls are largely ignored. They are not fed from
starvation, the ghoul takes on a new powdery form. This
the slave pens guarded by the darakhul, and they must
pile of dust and bone fragments animated by hunger,
forage for themselves. The strongest grow into ghasts with
hatred, and bitter wisdom is a bonepowder ghoul. Not all
a place in the legions when an assault is planned. Treated
ghouls who starve become bonepowder ghouls as many
like auxiliaries, they get the most difficult tasks in combat:
lesser ghouls who starve instead waste away into nothing—
to engage and hold foes while the darakhul, imperial
only the more powerful ghouls or those driven by a strong
ghouls, and others outflank the enemy.
hatred become bonepowder ghouls.
Bonepowder ghouls seek to devour, corrupt, and destroy
UNDERCLASS all living things. The only creatures they treat with some
At the very bottom of the ghoul hierarchy is an underclass
of beggar ghouls and slaves.

BEGGAR GHOULS
The very weakest ghouls are the beggar ghouls, too
pathetic to even be granted a place in the legions. These
poor devils must scrounge for food near the surface,
beg for scraps among the cities of the empire, or
raid the livestock pens, hoping to avoid capture
and execution. Beggar ghouls are always thin,
usually weakened, and sometimes damaged in
some way. Some were once strong ghouls
exiled and cast out from the empire’s largess.

SLAVES
Other than the deathcap myconids,
mushroomfolk, and closely allied ghoul species, all other
races are considered food or slaves. In particular, dwarves
and gnomes are valued for their mining abilities, humans
are preferred for conversion into darakhul as they adapt
to their undead status more quickly and easily, and dark
elven flesh is a bit of a delicacy. Kobolds are entrusted with
matters of stealth or commerce, as darakhul think other
races underestimate the small species, giving the kobolds
room to maneuver on the empire’s behalf.
All other races – including dark folk, derro, halflings,
goblins, deep gnomes, and even other undead – are usually
eaten after a short period of work or fattening. The only

22
affinity are ghouls. Even then, their attitude is often Lich hounds (Tome of Beasts, p. 274) are undead
mocking, hateful, or condescending to all but the most creatures created from murdered celestials with perverse
powerful darakhul nobles. ritual magic. They are often used by the darakhul to guard
fortresses and temples.
BLOATED GHOULS
SKELETONS AND ZOMBIES
Some ghouls step out of the normal path of politics, war, The Imperium has many forms of mindless undead. The
and imperial expansion, seeking a path of corruption simplest are the skeleton and zombie servants, who are
or transcendence using the power of necrotic energy. ordered around by slaves and darakhul alike. They harvest
Those whose hunger grows ever greater, unchecked, and fungal forests and perform rote work like carrying water,
who become filled with masses of undigested meat and turning alchemical cauldrons, and copying account books,
bone are the bloated ghouls (see page 286). Considered but that is not their only purpose. Skeletons are often
abominations anywhere else, to the empire they are a sign reduced in size and turned into bone collectives by the
of wealth, status, and prosperity. Nobles in particular often incantations of the Necrophagi. Zombies serve as mobile
keep a bloated ghoul around as a form of jester and a sign food reserves that march without pause or rest.
of their own power and abundance.

TAR GHOULS Allies and Enemies

Created by an efreeti prince bound into a necromancer’s of the Ghoul Imperium
service, these feral, flammable ghouls roam the
The Imperium has a wide range of relations with others of
Underworld in packs, hunting for fresh meat. They have no
the Underworld, from the implacably hostile to indifferent
allegiance to the empire.
and even friendly species. These are broken out by their
degree of hostility below, but not every clan or tribe fits the
GHOUL SERVANTS larger pattern.
Running a large underground empire is no easy task, and
the ghouls employ a variety of creatures, both living and HOSTILE
undead, to act as mounts, guards, and menial labor.
The aboleths and their deep one (Tome of Beasts, p. 73)
BEETLES AND BATS servants, cave dragons (Tome of Beasts, p. 125), surviving
Carrion beetles (Tome of Beasts, p. 52) are bred for war drow, dwarves, derro, and deep gnomes count themselves
and used as mounts in battle, and as beasts of burden, among the enemies of the Ghoul Imperium. They work
capable of carrying heavy loads without tiring. Older to survive the sleepless marches and the constant raids of
beetles are used as excavators, scouring out tunnels and the ghoulish war parties. They have mastered techniques
enlarging caverns with their acid. that allow them to hold the line: items like ghoulbane oil,
Caged lantern beetles (see page 273) are used to weapons that destroy undead, and even the simple tools
provide dim illumination in the ghoul cities with their like the use of gentle repose spells on the battlefield to keep
greenish‑yellow light. Sniffer beetles (see page 273) are their own losses from being turned into darakhul soldiers.
used by ghoul patrols and in ghoul outposts to sniff out
contraband on merchants and travelers. UNCERTAIN
Giant bats are used as aerial mounts by airborne patrols A few kobolds trade with the ghouls, though always at
and darakhul spies. Their smaller cousins are often used to arm’s length and always on terms that allow for a rapid
send messages from one noble to another in the ghoul cities. escape if things go wrong. The darakhul seem to find
kobolds amusing or less palatable that other races, which
UNDEAD MOUNTS AND BEASTS
works in the kobolds’ favor. They are rarely the first eaten
The ghouls create horrific, intelligent undead creatures
when the ghoul larders are searched for food. At other
called ghoulsteeds (Creature Codex, p. 177) to serve as
times, kobolds seem to operate as suppliers of ghoulbane
mounts for their high-ranking military officers and priests.
oil to the ghouls’ enemies. When discovered by the
Although they are large and run on all fours, ghoulsteeds
Imperium, these kobolds are summarily executed.
are the undead remains of humanoids, created when a
humanoid is killed by massive amounts of negative energy.

23
INDIFFERENT (Tome of Beasts, p. 52), giant centipedes, giant fire
beetles, and swarms of beetles and centipedes.
Other races are less clear whether they are allies. Some
The shaft offers a potential escape route from the
demons commit to the Spider Goddess and her servants;
Underworld. A creature wishing to reach the surface will
others are loyal to the ghoul lords of Evermaw. Cloakers
need to fly, levitate, or spider climb 500 feet upwards to
are too alien to pin down clearly as either allies or enemies.
reach the base of the chimney, risking attacks from swarms
They have both hurt and helped the ghoul cause at
of bats. The chimney itself can be climbed with a successful
different times.
DC 20 Strength (Athletics) check but it narrows sharply
The Black Prince of the shadow fey has visited the Pale
after 100 feet. A creature that is Small or smaller can
Emperor regularly in recent years. It would be going too
squeeze up through the last 700 feet to the surface, but a
far to call the pair friendly, but they have mutual interests.
larger creature must use alternative methods such as magic
It’s unclear who leads the relationship, but there have been
or potions to climb the rest of the way through the chimney.
exchanges of arcane knowledge, servants, and gifts—the
Adventure Hook. Falgraf Gunnacksen (N male dwarf), an
fey prince has warmed to the Emperor over time.
escaped slave, filthy and with a matted beard, came here
hoping to escape via the shaft with a potion of flying he
FRIENDLY
found. Unfortunately, he lost the vial somewhere in the
Derro cultists once served the Imperium, but no longer. guano while fighting a ghoul. If the characters are willing
They might return, but their marginal sanity makes them to get their hands dirty, they can retrieve the potion with a
unreliable. successful DC 20 Intelligence (Investigation) check. Falgraf
The closest allies the darakhul have are the vampires of is grateful if they find it, but soon needs their help again
the Blood Kingdom. In the Underworld, the darakhul ally when he gets stuck in the narrow chimney.
themselves with the deathcap myconids, who bring them
bodies in exchange for caverns where they can grow their BLINDERSTAL
young in safety. The ghouls are also on good terms with
wraiths, vampires, and some ghosts. Tucked away in a cave complex between the Forest of
Forgetting and the Marshlight Caverns is Blinderstal, last
bastion of the dark folk in the Ghoul Imperium. Nearly
Locations of the Underworld 300 dark folk (Creature Codex, p. 72, though each is
proficient in Stealth) make their homes here.
Though many of the Underworld’s current cities are large
The Council of Whispers, a cabal of six dark voices rules
by Underworld standards (meaning up to a thousand or so
over 268 dark servants and 24 dark eyes. It is unusual
inhabitants and twice that many slaves), they are certainly
for dark voices to work together, but the darakhul’s
not huge when compared to cities on the surface. Several
destruction of Tendyocan, the nearest friendly stronghold,
of the old capitals of the Hundred Kings survive in some
compelled them to join forces. Blinderstal’s inhabitants
form, and many more locations were territories once
have endured by adopting a siege mentality. Cruel and
held by those kings and are now overrun with fungi, bats,
murderous, they sneak through the Underworld, raiding
aboleths, and other denizens of the Underworld.
caravans to steal what they need to survive.
The unobtrusive entrances to the stronghold from the
BAT MOUNTAIN mushroom forest and the southern tunnel are each guarded
An enormous mound of pungent bat guano, 400 feet by a dark eye and 2d4 dark servants. An unguarded secret
tall, fills this vast cavern, created by the colony of over 10 door leads into the complex from the Marshlight Caverns –
million bats that live on the ceiling. Each night at dusk, finding it requires a successful DC 25 Wisdom (Perception)
they fly up through a narrow 800-foot vertical chimney, or Intelligence (Investigation) check. Mistrustful of others
emerging into the skies of Morgau in a black cloud so vast to the point of paranoia, the dark folk do not welcome
it is visible from the towers of Bratis Castle 25 miles away. visitors. A creature seeking shelter or supplies must succeed
When the bats are at home, their high-pitched squeaks on a DC 25 Charisma (Deception or Persuasion) check
create a huge cacophony that echoes down the tunnels to gain admittance. These dark folk speak only their own
leading to the cavern. There are usually 2d6 ghouls here, tongue, a dialect of Umbral, making negotiations difficult.
filling sacks with bat droppings to trade to the myconids Once inside, light is banned in the twisting, narrow
in the mushroom forests. The guano also attracts hungry passageways and chambers of the stronghold, and at
insects of all shapes and sizes, including carrion beetles least 10 dark servants watch outsiders at all times with

24
crossbows leveled. Supplies can be purchased for 10 times gullet. Spiderfang is a +2 silvered rapier that deals an extra
the standard rates; sometimes the dark folk even have one 1d8 piercing damage against undead creatures.
or two magic items for sale at extortionate prices.
Adventure Hooks. While the characters are staying in CHANDELIER ISLAND
Blinderstal, a valued possession goes missing. Can the
Until recently, Chandelier Island was home to an elder air
group track down the thief without riling up the entire
elemental named Sulfanorum. The elemental was bound
dark folk population?
into the service of Mushir Faruq Mutakabbir, a powerful
The Council of Whispers know many terrifying secrets
efreeti pasha and a favorite of the Grand Sultan Ixingaltrix
of the Underworld. If the characters have a secret to trade,
of the City of Brass. Mushir charged Sulfanorum with
perhaps the cabal will make a deal?
guarding a great treasure and the elemental performed the
duty flawlessly for 101 years. But when Mushir allowed
CARRION BEETLE NESTING GROUNDS himself to be tricked into a genie prison by a smooth-
This series of dank, interconnected caverns is carpeted in talking mortal—a most embarrassing incident that will
pale green fungi which the ghouls keep well fertilized with surely be whispered in the coffee shops and souks of
buckets of blood and guts. Female carrion beetles (Tome of the City of Brass for many years to come—the spell that
Beasts, p. 52) come to these caves after mating to lay their enslaved Sulfanorum was broken. The elemental fled,
eggs in nests scattered throughout the chambers. Each taking his former master’s treasure with him, and was
beetle lays a hundred or so sickly, yellowish-white eggs at a never seen again. The island has since been repurposed as
time which soon hatch into grub-like larvae (use swarm of a shrine to Vardesain’s herald, the Demon Lord Hriggala,
insects statistics). The larvae consume the fungi voraciously, and is inhabited by many priests of Vardesain. For more
shedding their exoskeletons several times over the next two information about Chandelier Island and its shrine, see
weeks as they increase rapidly in size (use giant fire beetle page 218.
or giant bombardier beetle [Margreve Player’s Guide, p. 57
but the spray does acid damage] statistics). Then, each larva CINNABAR MINES
forms a cocoon, lying dormant for two to three weeks as it
Reddish dust fills the air and coats the floors and walls
undergoes metamorphosis. When it finally emerges from
of these caverns. Here, the ghouls mine cinnabar ore
the cocoon, it is a fully-grown carrion beetle.
which they crush and roast in cylindrical kilns to extract
Carrion beetles are domesticated by the ghouls for use
mercury. Both unprocessed ore and flasks of quicksilver
as mounts, beasts of burden, and tunnel excavators. Their
are sold in Marrowheart, Darakhan, and other ghoul cities.
nesting grounds are invaluable to the Ghoul Imperium and
The mines are run by Borjana Shadewalker (LE female
overseen by a darakhul druid known as the Shepherd (NE
iron ghoul), a ghoul with a mouth full of jagged teeth,
male elfmarked darakhul). In life, the Shepherd was always
broken in a violent disagreement with her predecessor.
fonder of insects and arachnids than birds and mammals,
Assisted by her four imperial ghoul overseers, she ensures
making him well-suited to his tasks. He supervises the
the 27 ghast miners meet their production targets.
ghouls charged with feeding the fungi, capturing the newly
The miners are too busy doing their jobs to pay much
transformed carrion beetles, and herding them north
attention to visitors unless they try to steal the valuable ore
towards Marrowheart. The druid’s role is complicated
or mercury. The ghouls have 400 pounds of ore loaded into
by hungry purple worms who love the taste of carrion
leather sacks, worth 2,400 gp at any ghoul settlement. The
beetles and come here to feed. The Shepherd does his best
ten flasks of mercury, each worth 200 gp, are far lighter
to protect his flock, but he is regularly hampered by edicts
and kept in an iron chest near the kilns. A non-undead or
issued by the Hunger God’s priesthood proclaiming purple
construct creature approaching the kilns risks becoming
worms as sacred beasts that are not to be harmed.
exposed to toxic fumes from the smelting process. The
Adventure Hook. The characters meet a desperate drow
creature must succeed on a DC 17 Constitution saving
named Gelanisyr (LE male drow mage) who offers to
throw or become poisoned for 1 hour.
tell them where they can find an enchanted blade named
Adventure Hook. The mines are an ideal location for
Spiderfang in exchange for their protection. The drow
the characters to run into an NPC they met earlier in the
claims the rest of his group were swallowed by a purple
campaign, perhaps in Zobeck or Krakovar, who fell victim
worm with strange, mottled skin when they passed through
to the ghouls and is now a ghast with only vague memories
the carrion beetle nesting grounds. If the characters slay
of its previous life.
the worm, they should be able to recover the sword from its

25
CLOAKER ABYSS DARAKHAN
A vast, gaping chasm runs through the middle of this The empire of the darakhul has no beating heart. Instead,
enormous cavern at the western edge of the Imperium. it boasts a metropolis that is its endlessly hungering maw.
Averaging 200 feet deep, the abyss goes down to 500 feet The White City is besieged by its masses of poor and
at its deepest point in the center of the cave. The most starving beggar ghouls, kept in line by two powerful legions
famous residents of the cavern are the alien cloakers. Their answerable only to the Emperor, and filled with the displays
disconcerting moans are carried by the winds blowing of the rich and powerful. Everyone in the Imperium comes
through the chamber as they glide to and from their to Darakhan to make a play for power and influence. Most
stalactite home of Jalla. This hideous wailing gives the cave find it a stony place with little room for error.
its other name: The Land of Fears. Rising 100 feet above the main cavern in the center of
Two colossal bridges cross the abyss. In the southeast, the city is the Imperial Acropolis, home to the Fane of the
a 50-foot wide, 20-foot-thick seemingly natural stone Necrophagi, the Temple of the Emperors, and the red and
bridge, over seven miles long, links the Hunger Oracle on white Shrine of Vardesain. Three well-guarded entrances
the shore of the Sunless Sea with a ghoul outpost and the lead beneath the hill to the halls and tunnels of the Buried
Glowing Forest to the north. Supported along its length Palace of the Emperor. Darakhan is detailed further on
by huge rock pillars, the bridge was shaped centuries ago page 36.
by the pech (Creature Codex, p. 294), who now live at the
bottom of the abyss. These small creatures used to range DEPTHS OF THE EARTH
widely across the Underworld, searching for valuable
Here, at the deepest point of the Underworld on the edges
minerals, but these days they confine themselves to
of the Ghoul Imperium, the air is thick, hot, and reeks of
excavating gemstones from the walls of the chasm.
brimstone. A long tunnel slopes downwards, its walls and
The second bridge was originally built by the derro and
floor covered in a powdery crystal that looks like frost but
connects the city of Gonderif with its iron mines. The old
is actually bone dust. The passage opens out into a vast,
mining cart tracks still function, and carrion beetles pull
superheated chamber.
strings of carts back and forth across the bridge each day
A scattered group of bone-white stones surround a
to the darakhul armament factories.
shadowy portal standing on the far side of a steaming,
Adventure Hook. Characters crossing the abyss encounter
sulfurous river. This is the entrance from Midgard’s
a ghost. This ghostly creature was a pech in life named
Underworld to the true underworld – the kingdom of the
Dobriz. The ghost is lucid enough to explain that a
Death God. Creatures reckless enough to step through the
lambent witchfyre (see page 300) is preying on the pech
portal find themselves in the barren wastes of the Dry Lands
community. If the characters can get rid of the creature, the
of Evermaw, home to Anu-Akma, Vardesain, and Mot. For
grateful pech rewards them with a gem of seeing and shares
more details on the Dry Lands, see Warlock 8: Undead.
the secret of the Stone God.
Between the river and the portal is an area of magical
darkness, concealing a huge pit where the portal’s guardian
CULT OF THE WITHERED HAND Spelos, an adult cave dragon (Tome of Beasts, p. 125), lies in
The Cult of the Withered Hand is a gathering of derro who wait atop his enormous hoard of bones, teeth, and ivories.
are loosely allied with the Ghoul Imperium. Their insanity Spelos is always ravenous, happy to devour anything that
makes them difficult allies, and the ghouls leave them crosses his path, whether living or undead. He currently has
mostly to themselves. They openly worship and follow a rotting purple worm corpse to finish off; its stink enriches
the “memory” of the Last King Narosain. Unbeknownst the already foul aromas pervading the cavern.
to all but the most senior members of the cult, Narosain Adventure Hook. The jaws of Spelos are strong enough
yet lives, and the cult’s leadership serves him loyally, if to destroy an artifact if the dragon can be persuaded to
a bit unpredictably. The cult is led by their queen Orda devour one.
(see page 198) who is very protective of Narosain and
suspicious of outsiders. In spite of this, she allows visitors DOME OF VARDESAIN
to seek her counsel—if they pass her tests. Only the most
This unnatural-looking chamber is perfectly round,
desperate of ghouls seek her counsel, however, as few ever
with black walls and jumbled piles of debris from fallen
return from such a journey. For more information about
stalactites. A poisonous gas seeps through cracks in the
the cult, see page 196.
floor from the depths of the earth, the hissing of which

26
can be heard in the nearby tunnels with a successful FLESHBROOK
DC 15 Wisdom (Perception) check. A creature entering
This settlement from the days of
the chamber must succeed on a DC 15 Constitution
the Hundred Kings is a valuable
saving throw or become poisoned for 8 hours. A creature
crossing site for the Yellow River. It
poisoned by this gas falls unconscious until it takes
is home to several hundred ghouls
damage or is shaken awake.
who engage in trade up and down
The ghouls honor Vardesain here and have built a cairn
the river and run caravans through
inside the dome from the bones of victims who were
the tunnels to Fretlock and beyond
eaten after succumbing to the gas. To stop potential meals
to the surface. A three-arched stone
escaping, they have encouraged two powerful ropers (both
bridge crosses the Yellow River here,
immune to poison damage and to the poisoned condition)
leading to the gates of the tiny city.
to guard each end of the tunnel leading into the chamber.
Fleshbrook is ruled by the weakest
One clings to the ceiling, while the other lurks in a narrow
of the Dukes, Wilmer Corpsefinger,
side cavern.
though he has a good garrison under
Treasure. The ghouls have placed a grotesque-looking
the command of Vonder Gallowglass (LE male elfmarked
bone statuette of Vardesain on top of the cairn (worth 75
darakhul captain), Captain of the Gate. Fleshbrook is
gp). If the characters cut open the ropers’ gizzards, they
sometimes called “Beetlebrook” for its greatest product –
can find 93 pp, a fiery topaz (worth 500 gp) and a gem of
lantern beetles.
brightness (12 charges remaining).
FOREST OF FORGETTING
FALLEN GATES OF HAMMERHEIM
This mushroom forest is a major source of food for living
Hammerheim was once a prosperous dwarven city, made
inhabitants of the Imperium. It acts as a grazing area for
wealthy by the rich seams of mithral in its mines. Today,
carrion beetles, and a large colony of giant bats roosts here.
the city is no more, half-buried under many tons of rubble
The forest’s white mushrooms stand between 8 and 30 feet
from its destruction at the hands of the darakhul armies.
tall, resembling fungoid trees with branches, mushroom
The Blacktongue Legion is stationed here now, under the
caps like leaves, and fleshy roots. The fungi are tended by
command of the Necrophage Lazar Crowsroad (LE male
deathcap myconids (Tome of Beasts, p. 300) who gather in
dwarf darakhul archmage). The deepest mines remain
large circular groups they call “villages,” despite the lack of
open for business – wretched slaves, both dwarven and
houses or other structures. Two centiles of the Deathcap
human, dig out what remains of the mithral and smelt it
Legion are stationed here. These myconid auxiliaries
for the Imperium.
are under the command of the spore druid Amanita
Dwarven Ghosts. The bones of the city’s dwarven citizens
Skullcap (LE female human darakhul). Several villages of
lie everywhere, unburied, broken, and gnawed by their
mushroomfolk (see the Underworld Player’s Guide) live
ghoulish conquerors. Touching these bones summons the
in relative peace in the forest, separate from their more
ghosts of the dwarven dead. If a set of bones is disturbed,
aggressive deathcap myconid cousins.
roll a d6.
Creatures wandering through the forest risk exposure
1-4: 2d4 ghosts appear and demand the characters to the spores emitted by the mushrooms. A successful
avenge their deaths. If the characters agree, the DC 20 Intelligence (Nature) or Wisdom (Survival) check
ghosts nod solemnly and fade away. If they refuse, identifies that the mushroom trees contain a sleep-
the ghosts react angrily, attempting to possess the inducing poison. This knowledge grants the creature and
characters so they can attack the nearest decile of its companions advantage on saving throws to avoid the
ghoul legionnaires. mushrooms’ effects.
5-6: 1d4 ghost dwarves (Creature Codex, p. 171) A creature that spends more than 10 minutes within
manifest. These ghostly warriors have been 10 feet of a mushroom tree must succeed on a DC 15
corrupted by the necrophagi and are evil to the core, Constitution saving throw or fall unconscious for 1 hour
whispering foul curses as they swing their axes at the or until it takes damage or a creature uses an action to
characters. shake it awake. A creature that fails the saving throw
suffers from partial amnesia for 1d4 hours after being
awoken from the poison. While suffering from the partial
amnesia, it doesn’t recognize other creatures it once knew

27
and doesn’t remember the events of the week prior to rot, attracting swarms of carrion-eating moths and spores
succumbing to the poison. If a creature fails the saving of fungi that sprouted from its grisly remains, giving birth
throw by 5 or more, it remains asleep for 24 hours and to the Glowing Forest.
can’t be awoken, except with a greater restoration spell or Today, creatures venturing into the fungal forest risk
similar magic. Such a creature is likely to be discovered by drawing the attention of 1d6 death butterfly swarms or
wandering deathcap myconid “foresters” and sold to the 1d3 greater death butterfly swarms (Tome of Beasts, p.
ghouls as a slave. Whether successful or not, the creature 71). Since ghouls are not immune to their poison, the
must repeat the saving throw every 4 hours if it is within darakhul have stationed three centiles of the Deathcap
10 feet of a mushroom tree. Legion in the Glowing Forest. These myconid legionnaires’
Adventure Hook. The characters encounter a slumbering primary task is to escort ghoul merchants, slavers, and
Brendika Agateshaper (NG female deep gnome) trussed other travelers safely through the fungi.
up and left here by the deathcaps. If rescued before Adventure Hook. The glowing cocoons of the death
the deathcaps return for her, the deep gnome asks butterfly can be used in the manufacture of gems of
the characters to escort her safely back to her village, brightness. Characters brave enough to harvest the larvae
promising a valuable diamond as a reward. Unfortunately, stuck to the cavern ceiling can turn a hefty profit.
she can’t remember where her village is.
GNAWBONE
FRETLOCK A former drow city, Gnawbone has long
Once settled by the strongest of the Hundred since been converted into a center of the
Kings, this ancient city lies beneath the priesthood of Anu-Akma. The ghouls
Cloudwall Mountains. Fretlock is adapted a shrine of Silistryn, the Spider
connected to the crypts and tombs Goddess, to their own uses. The best
of the Great Necropolis of Morgau beetles, finest spider silks, and most
by a well-traveled tunnel, providing devoted undead servants are among
the Imperium with a trade route and Gnawbone’s exports, but its true fame is
regular contact with its allies in the Blood as a pilgrimage site. The somber city boasts
Kingdom. Business is brisk: blood, slaves, the largest temple of Anu-Akma in the empire
and fine cloth from the surface are traded and holds the tomb of the first emperor.
for necromantic supplies and rare goods from the realms Gnawbone is the current residence of the Hunger
below. Information and gossip flow in both directions. Duchess, Orsolla Stritt, and has a population of around
Fretlock is defended by the Wyrmblooded Legion, while 2,500, including 99 darakhul priests. The Plaguejoy Legion
the Reapers guard the Great Necropolis above. Duke defends the city.
Drago Blackfly holds the city. He maintains good relations
with the shroud-eater Lady Darvulia, the Keeper of the GONDERIF
Gate Subterranean, based at Castle Lengrove.
Once a derro city, Gonderif ’s stone
gates and pillared halls reflect the
GLOWING FOREST craftsmanship of its creators, though it
This vast cavern is filled with a forest of mushrooms, many has fallen into disrepair. The city is now
growing 12 feet tall or higher. Small paths lead through primarily an armaments factory, where
the fungi, and yellow and green lights twinkle like stars iron, mithral, and steel are worked into
overhead. These “stars” are actually the glowing cocoons of weapons, equipment, and supplies for the
death butterfly larvae, attached to the cavern ceiling. ghoul legions. Most slaves are derro and
In the years before the rise of the darakhul, a ravenous, dwarves, their chins shaven and their foreheads
colossal worm-like demon emerged from the Depths of branded as “smith,” “miner,” or “food.” The two types of
the Earth and ate its way through the Underworld until it dwarves despise each other, but they do protect one another
reached this great cavern. The demon was slain by a band from their common overlords.
of drow, derro, and duergar champions who formed a Gonderif is held by the Duke Radu Kopecs and is
temporary alliance that dissolved into violence moments where the Corpse Tearers Legion is based—though the
after the fiend’s death. The demon’s huge corpse was left to miners here are tough enough to need little in the way

28
of protection. Duke Radu is rarely seen by the dwarven who huddle together in small stone huts, hoping to avoid
slaves. Production is overseen by his chamberlain, Coreade being enslaved by the aboleth.
Whisper (CE female duergar darakhul), a darakhul with a Creatures visiting Iddoret must pay a “trade toll” of 100
powerful reputation for cruelty. gp per head and 20 gp per mount or beast to pass through
the walls of force surrounding the city. Once inside,
HUNGER ORACLE they can trade for blind cave fish, mushroom wine, and
other supplies with the inhabitants who charge 20 times
On the southwestern fringes of the empire, a shrine and a
standard prices.
series of tombs have been dug out of the rock. The dusty
tombs hold the remains of a dozen of the Hundred Kings Adventure Hooks. Valmar and Stettin Gunnacksen (NG
and are rarely visited, but the shrine has been a regular male dwarves) are on the run from the darakhul slave
place of pilgrimage for centuries. Dedicated to Vardesain, pits. They are desperate to return home to the Ironcrags,
it has served many faiths throughout its existence and is but first they need to find their cousin Falgraf (see Bat
decorated with carvings of obscure elder elemental gods Mountain). They promise a rich reward if the characters
and Silistryn, Queen and Goddess of Spiders. Today, help the trio make it safely back to their canton.
darakhul and others come here seeking answers from the Wizards wanting to learn void magic may seek an
mysterious Hunger Oracle. audience with Flurvon, Master of Iddoret. First, they must
Visitors must first pay their respects at one of six lesser persuade Alberon (LE male dwarf noble), his slime‑covered
chapels, each one named for a ghoul city and sponsored chamberlain, to admit them to the palace with a successful
by its duke. These chapels are tended by servants of the DC 20 Charisma check. Next, the characters must convince
Unsated God (see page 306), who offer visitors a scrap of Flurvon’s daughter Glidriss they are true enemies of the
unidentified meat to sate their hunger and a bed for the ghouls by recounting their exploits against the ghouls,
night in the pilgrims’ common room. which requires a successful DC 25 Charisma check, though
Those who are prepared to pay the steep price demanded characters with imaginative roleplaying have advantage on
by the Hunger Oracle may seek its wisdom in the inner the check. Finally granted an audience, the characters must
sanctum on the shore of the Sunless Sea. The fee to answer impress Flurvon by fetching him a live darakhul for study
a single question is 2,500 gp in gems, a rare magic item, or and dissection. If they complete this quest, Flurvon agrees
a portion of the petitioner’s life energy (treat as a wraith’s to teach them a void magic spell of 6th level or lower (see
Life Drain with no saving throw). the Midgard Worldbook for a list of void magic spells).
The Hunger Oracle appears to be an undead drow
priestess, seated and swathed in a heavy grey cloak. In IRON MINES
fact, the “priestess” is a drow zombie, and the Oracle is Iron ore is mined here, then loaded into carts to be
the “cloak” - a cloaker. Cast out of Jalla for heresy, the transported to Gonderif where it will be turned into
cloaker has an Intelligence score of 20 and 102 hit points weapons. Around fifty wretched derro and dwarf slaves are
and it knows the Darakhul language. It knows a lot of hard at work digging. Their heads and beards have been
useful information about the Underworld, including the shaved, and their foreheads are branded with the darakhul
allegiances and plots of the darakhul, but its answers, while word for “miner.”
usually accurate, are often hard to decipher. The mines are run by an eccentric, foppish ghoul named
Martius Ralgruz (LE male iron ghoul), who wears a
IDDORET long velvet coat and an ostentatious wig of flowing black
On the northern shore of the Sunless Sea lies the curls. He uses a riding crop to thrash recalcitrant miners.
unsettling merchant city of Iddoret. Controlled by the Martius is supported by six imperial ghoul overseers who
aboleth, Iddoret is home to 19 of the tentacled aliens who ensure the slaves stay in line.
live in half-submerged, dome-shaped structures along the Adventure Hook. A deranged derro named Grizstalja (CE
waterfront. Their ruler, the aboleth Flurvon, is well-versed female derro witch queen [Creature Codex, p. 97]) escaped
in void magic (treat as an 11th-level wizard). from her bonds and slipped away to the disused southern
The aboleth are served by fishlike deep ones (Tome of section of the mines. Here, she somehow managed to
Beasts, p. 73) who thrive in the damp atmosphere of the reopen a portal to Ginnungagap, the Yawning Void, that
city. Other residents are mostly refugees from the Ghoul one of her equally crazed compatriots had created many
Imperium, including humans, derro, dwarves, and drow, years ago. The first thing to come through the portal was

29
the lambent witchfyre that is preying on the pech of to burrow through easily. Lillefor is a haven for the small
the Cloaker Abyss, and now three hounds of Tindalos races: dark folk bandits sell their ill-gotten gains, derro sell
(Creature Codex, p. 221) are loose in the mines, stalking the ore or ingots, and goblins hire themselves out as bat riders
slaves and picking them off one by one. Can the characters or scouts. The kobolds discourage Big Folk (and deep
close the portal before any more alien entities emerge? gnomes) from visiting.
From a central square inside all those trapriddled tunnels
JALLA, AERIE OF THE CLOAKERS rules the kobold King Kekarrac. Appropriately sized and
diplomatic creatures can wrangle a short pass to visit the
An enormous stalactite hangs from the ceiling of this vast
city for eight, 12, or 24 hours (often depending on the size
cavern, several hundred feet above a deep black abyss.
of their bribe). Larger travelers can enter Lillefor but must
Buffeted by powerful winds, this is Jalla, Aerie of the
constantly squeeze through the passages and doorways
Cloakers. Scores of the alien creatures can be seen flying
and can never escape observation or suspicion.
in and out of passages carved into the rock. The haunting
Although fully 140 miles apart, a brisk trade flows
sound of their moans carried on the wind disconcerts all
between Lillefor and the Kobold Ghetto of Zobeck, with
those who hear it.
mostly foodstuffs, wines, and wooden goods descending
Reaching the aerie is not easy. The strong winds carry a
and metalwork, ore, and enchanted works—such as
flying creature 1d6 x 10 feet in a random direction each
carrion beetle armor and everlit lanterns—ascending.
round unless it succeeds on a DC 15 Strength (Athletics)
check. Cloakers are used to the winds and are not affected.
Around 100 cloakers live in the city, although the number
MARROWHEART
can reach as high as 300 during mating season. Most roost This bustling ghoul settlement in the northwestern corner
on the outside of the stalactite, but their leaders live inside of the Imperium is a center for the training and trading
the rock in chambers decorated with bizarre inked patterns. of carrion beetles. A foul stench greets visitors, the source
Creatures visiting Jalla are likely to pass through Harmonic of which is the disgusting mixture of rotting flesh and
Hall, a large central cavern that echoes and thrums with pungent fungi poured into great feeding troughs in the
doom-laden cloaker singing. A creature hearing this caverns where the livestock are kept.
cacophony must succeed on a DC 17 Wisdom saving throw Young beetles arrive from the nesting grounds each day
or become frightened for 1 minute and take the Dash action and are herded into different pens according to their size
and leave the cavern by the safest available route, unless and potential roles – some will serve the darakhul as beasts
there is no where to move. A frightened creature can repeat of burden, while others will be trained as war mounts. A
its saving throw at the end of each of its turns, ending the brisk trade in the beetles takes place in the Coleopteran
effect on itself on a success. If a creature’s saving throw is Exchange, a large stone building in the main cavern, where
successful or the effect ends for it, the creature is immune to bewigged merchants from Darakhan, Vandekhul and other
the hall’s frightening effects for 24 hours. ghoul cities haggle over prices. The average price for a
The city’s ruler, the Cloaker Queen, dwells in a nesting trained carrion beetle here is 600 gp for a beast of burden
chamber deep inside the city, guarded by her nine and 1,800 gp for a war mount. Shops around the central
cloaker consorts. The Cloaker Queen is a Huge cloaker courtyard of the Exchange sell bridles, riding and pack
with spellcasting (treat as a 10th-level wizard) and has a saddles, howdahs, and armor plating.
challenge rating of 12. Carrion beetles to be sold as war mounts are trained in
Adventure Hook. The Cloaker Queen’s treasure hoard is the Arena, a cave with a sunken floor and stone seating
rumored to include at least one artifact of shadow magic of for up to 200 spectators around its circumference. Ghoul
great interest to the darakhul and the shadow fey. Stealing traders and merchants from other Underworld races come
it will not be easy. here to assess which beetles would make a worthwhile
purchase and to place bets on the fighting.
Visitors who want to experience mounted combat on
LILLEFOR
carrion beetles can take part in a bout in the arena by
The kobold city of Lillefor lies deep below the surface near paying 1 gp per rider. Up to three characters can ride
Morgau and Doresh. It has two simple defenses protecting in a howdah atop a trainee beetle, and they are pitted
it from the Ghoul Imperium’s ambitions. First, kobold against the current champion, Atilla Nethergrip (LE male
merchants bring valuable goods to the empire. Second, the darakhul captain) and two imperial ghouls, riding on
city’s tunnels are very small, and their stone is too hard Filthclaw, a carrion beetle with plate barding.

30
 A creature attempting to control the carrion beetle must
succeed on a DC 12 Wisdom (Animal Handling) check
each round as a reaction on the beetle’s turn. Atilla has
been working with Filthclaw for years and automatically
succeeds on this check each round. Alternatively, the
creatures riding the beetle can let it charge into battle,
deciding its own actions. If the riders do so, each
rider must succeed on a DC 10 Dexterity saving
throw at the start of each of its turns to stay
mounted on the carrion beetle. The battle
lasts six rounds, until one rider is knocked
unconscious (the battles are not to the death),
or until one rider falls off their beetle. The
team that dealt the most damage is declared
the winner. The beetles are extremely valuable,
and the darakhul view excessive damage to a
beetle as a crime. The darakhul charge the riders
a 100 gp fine if either beetle is badly wounded
(reduced to half its hit points or lower), and
they charge the riders a 600 gp fine (the cost of
a beast of burden carrion beetle) if a beetle is
killed, as even an injured beetle could have
been used for labor.

MARSHLIGHT CAVERNS
The air is thick and stifling throughout
this humid, misty cavern. The Marshlight
Caverns are a huge underground swamp, peppered
with geysers that erupt from pockets of natural geothermal
heat. The mucky and boggy ground is difficult terrain.
Narrow, raised paths crisscross the chamber, staying out of
the mud but often passing close to the geysers. MIACA
The swamp is home to six will-o-wisps who seek to lure Here at the southeastern fringes of the Imperium, the
creatures toward the geysers or off the path into the mud border between Midgard and the Shadow Realm has
pits. These will-o-the-wisps can use their Shock actions grown thin, creating an area of hungry gloom (Midgard
up to 20 feet away and have learned to use this ability to Worldbook, p. 325). As creatures enter this cavern, their
trigger the geysers, flying out of the area just before the light sources are swallowed by the dark, reducing bright
geyser erupts. light to dim light and dim light down to within 5 feet of the
Geysers. Every 3d6 minutes (or when triggered), a geyser source of illumination. The breath of breathing creatures
erupts in a superheated cloud of steam. Each creature turns to fog in the chill air. Worse, dripping stalactites
within 30 feet of the geyser must make a DC 15 Dexterity tainted by shadow have created a pool of dark water
saving throw, taking 11 (2d10) fire damage on a failed save, (Midgard Worldbook, p. 324), several hundred feet across in
or half as much damage on a successful one. The geyser the northwestern corner of the cavern. Creatures who enter
continues to erupt for 3d6 rounds, forcing each creature in the frigid water risk being pulled beneath its surface and
the area to make the saving throw again on initiative count drowned by the hungry spirits who haunt its depths.
20 of each round. A hidden entrance to a shadow road lies on the eastern
Mud Pits. These pits of hot mud are 10-foot cubes of side of the cavern. This shadow road leads to the city of
quicksand. Each creature that enters the cube for the first Wormwood (Midgard Worldbook, p. 330) in the Shadow
time on a turn or starts its turn there takes 3 (1d6) fire Realm, often used by the Black Prince and his entourage
damage. on visits to the Ghoul Imperium. In this dark corner of

31
the Underworld, the
shadow fey built a
watch tower of shiny,
black marble streaked
with white, which stands
four storeys tall and is
topped with a conical roof.
Both the elegant tower and the
road are presided over by Lady
Cesellis the Perspicacious, Custodian
of the Pathways Subterranean (LE
female shadow fey ambassador [Creature
Codex, p. 145]). Those wishing to use the
shadow road to get to Wormwood and the Shadow
Realm must be granted Lady Cesellis’ permission;
otherwise the road simply fails to appear. The watch
tower is staffed by a dozen shadow goblins (Creature
Codex, p. 191), several shadow fey duelists (Tome of
Beasts, p. 171), and a pair of monolith champions (Tome
of Beasts, p. 294).
Adventure Hook. Several ruined buildings—a “splinter”
of the City Fallen into Shadow (Midgard Worldbook,
p. 332)—have crossed over from the Shadow Realm,
appearing in a cavern close to Miaca. Half a dozen umbral
vampires (Tome of Beasts, p. 397) have arrived along The main shrine lies north beyond the statue. More statues
with the ruins, and the shadow fey want them gone. If the of Anu-Akma, Mavros, Vardesain, and the First Emperor
characters dispose of the fiends, they win the favor of Lady stand in alcoves in the western wall, while a great arch
Cesellis. However, the characters might also be tempted by built from hundreds of bones frames the eastern entrance.
the umbral vampires’ counter offer to reveal the location Coltus Witchpock (NE male darakhul high priest [Creature
of their legendary city in exchange for the deaths of the Codex, p. 172]) is in charge of the shrine, assisted by four
shadow fey in Miaca. darakhul attendants. Every other day, Coltus conducts
the foul naming ritual involving an hour of blasphemous
NAMING SHRINE prayers to the ghoul gods followed by cannibalistic feasting.
A hideous flutterflesh (Tome of Beasts, p. 203) lairs in an
For a newly-created darakhul to rise above their status as
adjoining tomb. It gleefully attends each feast to gather
one of the “little lords” and move up the ghoul hierarchy,
more severed limbs to fuse to its body.
they must take an appropriate name. New darakhul who
Adventure Hook. A darakhul NPC (or maybe a former
pledge their loyalty to a higher-ranking noble usually have
comrade!) asks the characters to escort them to the
a suitably ghoulish name bestowed upon them, but those
Naming Shrine so they can receive their new ghoulish
without a patron are expected to travel to the Naming
name. Alternatively, the characters need to rescue an
Shrine and take part in a Ritual of Rebirth conducted by
important NPC from the temple before they are served up
the shrine’s high priest.
as part of the ritual feast.
A passageway lined with carved bones and skulls leads
from the south into a round antechamber dominated by a
statue of Anu-Akma, depicted as a hooded figure bearing
PILLARS OF THE UNDERWORLD
a golden scythe. Side chambers to the east and west hold Water falls from high above in this large, water-carved
deep pits, filled to the brim with the bones of sacrificial cavern. The water falls down through more than a
victims. These bone pits are tended by a crazed derro thousand feet of caverns, tight tunnels, and rapids to land
darakhul named Yigosain (CE male derro darakhul) who in a violently churning reddish pool. The pool swirls and
spends his time constantly rearranging their contents to sweeps between six massive, white stalactites that connect
his satisfaction. the floor to the ceiling of this chamber, exiting the cavern

32
as the fast-moving Falling River. A small ledge leads Constitution saving throw. On a failure, it takes 5 (2d4)
around the rim of the reddish pool, providing access to acid damage and is poisoned for 1 minute. On a success,
tunnels that lead deeper into the Ghoul Imperium. a creature takes half the damage and isn’t poisoned. If a
creature fails the saving throw by 5 or more, it is knocked
PIT OF ALL FLESH unconscious by the powerful fumes and falls, taking falling
The Pit is a ghoul outpost that has grown to be something damage. A falling creature has a 50 percent chance of
more. Once its cavern was filled with natural columns falling into the water instead of falling to the cavern floor.
and crystal formations, but little of that remains as the A creature that falls into the water might attract the scrags,
cavern was carved into a macabre arena and worship site. as described in Fording the River.
It has blossomed into an attraction for the People and the
faithful of Vardesain. Many visitors come to see the Lord SHRINE OF EIGHT EYES
of Old Flesh devour hapless victims, reveling in the great Most of this former drow steading lies in ruins, which
beast’s manifestation of Vardesain’s hunger. The nobles consist of burned-out homes, fallen pillars, and piles of
of the Ghoul Imperium use the events of the Pit to quell well-gnawed bones and debris. One structure remains
potential riots when facing food shortages, settle disputes intact: a domed shrine carved in the shape of a spider. This
amongst themselves via their champions, and as a general spider shrine stands in the center of the cavern, surrounded
distraction for the local populace from their scheming. For by floating globes glowing with purple and blue light.
more information on the Pit of All Flesh and the Lord of Dozens of giant spiders guard the ruins, but the real
Old Flesh, see page 193. threat lurks 60 feet up amid a mass of webs on the cavern
ceiling. The inhabitant of the webs, Indella (LE female
ROTTOOTH FORD drider ghoul), was created by the darakhul to watch over
This stretch of shallow water offers a way for travelers the shrine. A capable spellcaster armed with a longbow,
to ford the Yellow River, though the crossing is more she descends from the ceiling only if she can cut off an
treacherous than it first appears. Four greater scrags with invader’s retreat. Indella is a drider who has spellcasting
sickly white rubbery hides and huge black eyes (Creature (treat as a 7th-level wizard) and the following changes:
Codex, p. 322, except their regeneration is not prevented • Indella is undead and has the Turning Defiance trait
by acid damage) lurk in the water here, preying on anyone of a ghast.
using the ford. The scrags serve the Black Prince and • She is resistant to necrotic damage, and she
hold the crossing on his orders, part of his unfathomable is immune to poison damage and the charm,
plotting. Most darakhul know to avoid this route. exhaustion, and poisoned conditions.
The crossing is about 70 feet across from one bank to
• Her bite inflicts darakhul fever if the target is a
the other. The river is only 3 to 4 feet deep, but it is fast-
creature and fails a DC 15 Constitution saving throw.
moving and large, slippery stones litter the riverbed. The
Adventure Hook. A successful DC 20 Wisdom (Perception)
low roof is studded with dozens of bright white, yellow,
check inside the shrine finds an adamantine brooch bearing
and orange stalactites that drip constantly into the river.
the tentacle rod and mace symbol of House Jhanraen,
The water smells faintly of rotten eggs.
identifiable with a DC 15 Intelligence (History) check. The
Fording the River. The cold, rushing water is difficult
brooch requires attunement and allows the wearer to cast
terrain. A creature crossing the ford must succeed on a
the blur spell once per short or long rest. If the characters
DC 15 Dexterity (Acrobatics) check each round to avoid
take the brooch to Spiderfall, they can return it to a grateful
slipping and falling in. The current drags creatures who
drow merchant of House Jhanraen, who rewards them with
failed their check 15 feet downstream across the rocks,
a rare magic item of dark elf manufacture.
which deal 10 (3d6) bludgeoning damage to the creature.
Worse, the creature falls into the claws of the scrags as
soon as it falls into the water. Creatures who use ropes to
SLAVE PITS
cross the river have advantage on the check, but they risk This expansive cavern holds several large pits, each
drawing extra attention from the scrags, who might cut the around 15 feet deep. Manacled humans, dwarves, and
rope and pull a victim underwater. drow, dressed only in tattered rags, sit at the bottom of the
Flying Across. The low ceiling means flying creatures are pits, staring listlessly. Above, ghast and imperial ghoul
exposed to sulfuric acid dripping from the stalactites. overseers armed with whips and glaives patrol the cavern
A creature flying over the crossing must make a DC 18 to make sure no one escapes.

33
 The chief overseer is a notorious bearfolk darakhul darakhul or has caused too much trouble and is about to
named Hjortyr Gorehide (LE male bearfolk darakhul be fed to Hjortyr’s carrion beetle as the characters arrive
captain). Standing over 7 feet tall with molting, gray fur on the scene?
and huge, rippling muscles, Hjortyr rules the pits with
an iron fist from atop his carrion beetle. Captured in SPIDERFALL
Krakovar several years ago, Hjortyr was given as a gift The military outpost of Spiderfall stands at the
by Princess Hristina herself to Captain-General Branko southwestern edge of the Imperium, marking the frontier
Charonson of the Third Imperial. Following transformation between darakhul “civilization” and the uncultured
to a darakhul, Hjortyr served in the legion, rising through lands beyond where the last surviving dark elves live in
its ranks to his current position. a handful of small enclaves between Spiderfall and the
The guards watch the slaves to see who are the strongest Ironcrag Mountains.
and most worthy of being offered conversion into Once the thriving drow city of Imrath Shyrn, Spiderfall
ghouldom. Those selected are infected with darakhul fever was conquered by the darakhul legions in the time of the
by one of the imperial ghouls and moved to a separate pit First Emperor; today it is mostly in ruins. The huge ledge
to be killed cleanly with poison once the infection sets in. holding the great temple of Silistryn collapsed in the ghoul
The rest of the slaves are destined to be eaten or sold in the onslaught, sending part of the spider-shaped building
markets of Gnawbone, Darakhan, or Vandekhul. tumbling to the cavern floor – a powerful metaphor that
Wooden ladders are lowered by the ghouls when they need gave the darakhul outpost its current name. The carved
to go down into the pits. Anyone else must succeed on a DC blocks that formed the body and legs of the giant stone
20 Strength (Athletics) check to climb the wet, slick walls. arachnid lie in the northern part of the city, their spidery
Adventure Hook. This is a great place for a captured features still clearly recognizable.
character or important NPC to end up, or as a means of Entry to Spiderfall is through a well-fortified gatehouse
introducing a new or replacement character. Perhaps the garrisoned by the Feverlings Legion, who also patrol the
hapless soul has been selected for transformation into a surrounding tunnels and the Blackjet River. The Feverlings

34
are under the command of Captain-General Talmurez gardens. The mushroomfolk’s opinions of visitors varies by
Widdergut (LE male drow darakhul) The wily Duke tribe, but most are peaceful and open to communication if
Jaroslav Krakenau rules the outpost, keeping trade with the visitors are respectful of the cavern’s fungi.
remaining drow flowing smoothly while making sure the
security of the empire is not compromised. Duke Jaroslav STONE GOD
maintains a number of spies among the merchants trading
The huge face of a male stone giant has been carved into
with the dark elves to snuff out any nefarious plots early
the western side of an enormous rock pillar stretching
and often. Drow are a common sight in Spiderfall, which
from the bottom of the Sunless Sea to the cavern ceiling.
is a good place to purchase drow-forged rapiers and hand
The ancient visage has been become distorted by mineral
crossbows, poisons, and boots and cloaks of elvenkind.
deposits from water running down the sides of the pillar
Adventure Hook. Cirxul Yazaryn (LE female drow mage) from above, and what was once a serene and noble
is a “merchant” old enough to have survived the city’s fall expression now appears craggy and deranged.
and who hates the darakhul. She is looking for someone to Nicknamed the “Stone God”, the great stone face is
deliver a sealed box of spell components concealing a secret centuries old, dating back to a lost stone giant civilization
message to her ally Flurvon in Iddoret, no questions asked. that inhabited this part of the Underworld long before the
rise of the ghouls. The sad remnants of several buildings
STERT CAVERNS belonging to this culture—little more than a few stone
This network of a dozen or so small, dank caverns is blocks and piles of rubble—can be found lying in the muck
overrun by phosphorescent fungi of all colors, shapes on the lake floor. Anything valuable was removed long ago
and sizes, and the air is thick with their glowing spores. by the aboleth of Iddoret.
Entering the Stert Caverns from the tunnels to the west or Adventure Hook. The pech dwelling in the Cloaker Abyss
south, or moving between the various chambers, involves were once allies of the stone giants and may share a legend
passing beneath archways formed from different colored of the Stone God with the characters. If the Stone God’s
mushrooms. These arches spray luminescent spores onto facial expression can be restored, the stone face confers its
creatures approaching within 5 feet and have the same blessing on those who performed the restoration.
variable effects (dependent on color) as the spore cloud of Characters wishing to test the truth of the pech’s story
a wirbeln fungus (Creature Codex, p. 166) to any creature can scale the 100-foot-tall stone face, and chip away at the
that fails a DC 13 Constitution saving throw. mineral deposits coating its surface. It takes 1 hour for a
A large colony of wirbeln lives in the caverns, making character using a pickaxe or mason’s tools to remove the
their homes on high ledges around the cave walls and minerals from a 10-foot square area and reveal the smooth
paying homage to their mushroom demigod, Phyllozellis. stone beneath. Forty such areas must be cleaned to restore
The wirbeln believe Phyllozellis inhabits the stone pillar in the whole face, but the characters can use shatter and other
the complex’s central chamber and spend countless hours spells to speed up the process. Once the Stone God’s face is
in a circle around the column, communing with their deity. returned to its former glory, it bestows its blessing on the
The fungi defend themselves if attacked but communicate characters. The Stone God’s blessing increases a character’s
with visitors if they approach peacefully. A successful DC Intelligence, Wisdom, or Charisma score (the character’s
20 Charisma (Persuasion) check convinces the wirbeln to choice) by 1, increasing the character’s maximum by the
allow the visitor to commune with Phyllozellis. same amount.
Stretching 60 feet from floor to ceiling and over 15
feet in diameter, the rock pillar holding the demigod is SULPHUR SEA
covered from top to bottom in shelf-like fungi in a wide Yellow and odorous from its namesake, the Sulphur Sea
spectrum of lurid colors. Creatures who approach within is a large sulphur and saltwater sea that lies on the eastern
15 feet enter a cloud of Phyllozellis’ hallucinogenic spores. end of the Ghoul Imperium. In spite of the presence of
A creature that fails a DC 20 Constitution saving throw the sulphur, many creatures thrive in the depths of the
experiences a weird vision that provides useful insight into sea. Some of the Sulphur Sea’s larger predators have even
a specific goal or activity to be undertaken by the creature developed a taste for ghoul flesh and know how to recognize
in the next 7 days, as the divination spell. the ghoul merchant ships that travel between Fretlock, its
Though not as devoted to Phyllozellis as the wirbeln, nearby docks, and Vandekhul. Geothermal activity in the
several small tribes of mushroomfolk exist in peaceful area keeps the sea warm, even boiling in some spots, and
co-existence with the wirbeln, tending their own small occasionally creates plumes of sulphurous vapors. Stalactites

35
on the ceiling high above the Sulphur Sea regularly drip VANDEKHUL
water, creating near-constant “rain” on the sea. For more
Set on the shores of the Sulphur Sea,
information about sailing on the Sulphur Sea, see page 215.
the small darakhul city of Vandekhul
is the favorite summer retreat of
SUNLESS SEA Emperor Nicoforus. Named the Pure
Nearly 60 miles across from west to east, the so-called City for its invigorating sulfurous
Sunless Sea of the Ghoul Imperium is actually a large vapors, Vandekhul is a popular locale
underground freshwater lake. Located in a single, huge for darakhul nobles, who outdo each other
vault-like cavern, its black waters are dotted with small rock building elaborate palaces and boathouses
islands and tall stalagmites. Forests of stalactites hang down along the shore while slaves dig and die in the sulfur mines
from the ceiling 200 feet or more above the sea’s surface. a few miles inland.
Although the water is bitterly cold, it is nonetheless Duke Morreto Lichmark rules the city when the
home to fish, crustaceans, eels and larger predators, Emperor is not in town, and the Harvester Legion takes
including a few schools of freshwater sharks (use hunter care of its defense. This city is featured at the end of the
shark statistics). The sea also supports plant life including Empire of the Ghouls adventure, and more information on
subterranean kelp beds and orb-like glowing, aquatic the city can be found on page 226.
fungi. Intelligent inhabitants of the Sunless Sea include
deep ones (Tome of Beasts, p. 73), white-skinned scrags
and, of course, aboleths. Darakhan, the White
The deep ones live in small villages on the rocky islands
and sometimes ferry passengers across the sea to sites such
City of Bone
as the Hunger Oracle and the Stone God as long as the The tunnel echoes with the shrieking
passengers are prepared to meet the exorbitant asking price: of fungus and the scraping of
a magical item plus an additional 1 gp per creature per beetle carapaces against stone.
mile. Even then, there is a good chance the deep ones turn Greenish‑yellow light shines
on their customers. The deep ones provide passage safely ahead, revealing a heavily
and free of charge if a creature has a token from an aboleth, fortified gate. A caravan clusters
showing the creature is acting on behalf of that aboleth. there, and the familiar tone of
While most of the aboleth population choose to live in guards asking questions floats
Iddoret, at least three of the powerful aberrations have from beneath the gate.
shunned the merchant city, choosing instead to live on the The city approaches are all planted
bottom of the lake in their own dome-like homes, adorned with five to ten shriekers and watched by
with twisted towers and arabesque spires. Occasionally, one three or four sniffer beetles (see page 273),
of these unearthly palaces appears on the surface of the lake in addition to being protected by two double gates. Fifteen
for a day or two, before sinking back into the depths. ghouls, three imperial ghoul sergeants, and an iron
Aboleth Spawning Grounds. Every five years, an aboleth ghoul lieutenant always watch the first gate.
swims to the spawning grounds on the southern shore of The first double gate requires a search of all belongings,
the Sunless Sea to lay its eggs. Aboleth lay between one though this can be skipped at some city gates by using
and three eggs, which they coat in mucus and fertilize a 40-foot section of flooded tunnel instead. Undead can
before cementing them to the cavern wall just beneath the swim through any time they like. All others must succeed
surface of the water. A community of deep ones, led by a on a DC 20 Strength (Athletics) check if they choose that
deep one archimandrite (Tome of Beasts, p.74) is charged direction. Undead who choose not to swim are allowed
with ensuring no harm comes to the eggs until they hatch through the main gates, but they are watched with much
around twelve days later. greater care (the guards have advantage on Wisdom
(Perception) checks against such undead due to the
unusual behavior).

36
SECOND GATE AND CONTRABAND CITY QUARTERS AND PROMINENT LOCATIONS
A second double gate sits at the far end of the water gate The White City is wide open for exploration, though many
and beyond the first gate. This entrance is watched by sections are quite dangerous for a fleshling visitor. Living
thirty ghouls, four imperial ghoul sergeants, two iron creatures can walk around most areas of the city if they
ghoul lieutenants, and one darakhul captain (see page wish, though they are likely to encounter at least one pack
288). A single Necrophage ghast (Creature Codex, p. of hungry beggar ghouls, covetous flesh-mongers, or
175) stands guard duty about 30 percent of the time and slavers who need additional merchandise.
makes magical inspection of all non-ghouls. They search Combat in the city is common, and it draws attention
everything brought into the city, seizing unwelcome holy quickly. Fighting always brings the guard within 5 minutes.
symbols, holy water, ghoulbane oil (see page 263), and Guards always take a ghoul’s word over that of a living
other items as contraband. creature. The exceptions are beggar ghouls. Guards may
These gate guards are called the iron and ivory ghouls, turn against these least of ghouls if the living creature
as it’s risky to call either legion by name and be mistaken. succeeds on a DC 18 Charisma (Persuasion) check and
They watch and act as protectors, inspectors, toll collectors, includes bribes of flesh or gold.
and spies. The guards and inspectors are vigilant and
ARTISAN QUARTER
fairly resistant to bribery. A successful DC 18 Charisma
This district has many small shops: weavers, tanners, dyers,
(Persuasion) check bribes the guard or inspector.
smiths, scribes, and jewelers. Payment is often in old or
Once the characters are past the city’s double gates, read
unfamiliar coins, but the ebb and flow of money is a familiar
or paraphrase the following:
constant. The food stalls include fingers or other recognizably
humanoid bits of flesh.
Inside the enormous cavern, the smell of death and decay
is strong. The space is well lit by greenish-yellow lanterns The ghouls in this quarter have a trade and some modest
and glowing bluish-white stone. The air is stuffy and hard to income. They are not interested in trouble, questions, or
breathe, but the streets are clear. The whole cavern appears politics. If a creature, living or undead, acts suspicious,
to be hundreds of yards in diameter. A small hill at the center they call the watch, bringing nine ghasts and a darakhul
is topped by a tall purple-black tower and white buildings sergeant in 1d6 + 2 rounds.
with columns. Dozens, maybe hundreds, of humanoids
BATKEEPERS’ HALL
move around the streets, some in armor with a three-skull
The messenger services provided throughout the empire are
symbol, others thin and covered in rags. Barely perceptible
provided by the Loyal Order of Batkeepers, a surprisingly
movement flickers in the black veil of ceiling above the city.
diverse group of darakhul, kobolds, derro, and even
myconid batkeepers and trainers. Their leader is the First
The city defenses are comprehensive and well-structured. Imperial Batspeaker named Stemli Stonli Underhill (NE
Each gate is always watched by both legions in two sets. male dwarf darakhul). He is an accomplished druid, looks
Among the four main gates, the watch is two hundred a bit like a derro, and somehow knows almost everything
ghouls, thirty-two ghast sergeants, sixteen darakhul there is to know about darakhul communications, society,
lieutenants, and four darakhul captains. One Necrophage hierarchy, politics, and scandal. Occasionally, he shares
ghast is assigned to be present at each city gate. Soldiers hints or carefully rationed information, sold to the highest
always patrol the city streets in groups of ten with a single bidder. If he were not so indispensable to the empire, he’d
officer during their 4-bells of duty. be dead already, and he knows it.
Beyond that, many priests, Necrophagi, and darakhul The hall itself is infested with bats and their droppings,
nobles can always be found on their own business. Any though most of the bats live high on tiered ceilings above
fight is taken as feeding time in Darakhan; losers feed the hall. The batkeepers see to their feeding on various
the winners, and the bones go to the Necropolis. Beggar beetles and their training in carrying messages swiftly and
ghouls clean up any scraps remaining. without error to other branches of the Loyal Order.
Anyone can visit the Batkeeper’s Hall and pay a small
fee to have a message sent. Sending a brief message of 10
words or less within the city costs 1 gp, while sending a
message of 10-20 words within the city costs 3 gp. For
longer messages (up to 50 words) or longer distances (up to

37
the edge of the empire), it costs 10 gp plus 10 gp for each saving throw or be knocked prone and stunned until the
additional 50 words or mile beyond Darakhan. Messages end of its next turn. If the creature is knocked prone, each
within Darakhan arrive within an hour and messages ghoul in the mob can make one melee attack against the
outside Darakhan typically arrive within a day or two creature as a reaction. Few creatures survive a ghoul frenzy
anywhere in the Imperium. Interfering with bat messengers long enough for guards to arrive and end it.
is a crime punishable by the removal of an eye and a claw.
The batkeepers themselves are considered mildly chaotic, BURIED PALACE
strange, and apart from most of ghoul society. They tend The Emperor’s palace is a mass of twisting tunnels,
to be the citizens and sworn fleshlings of the empire most richly‑decorated halls, and strange bone chambers buried
interested in news, espionage, and natural philosophy. beneath the acropolis. Originally built on a cavern hilltop
While most of their time is devoted to bats, some of them with stone walls, in later years the Emperor Vermesail
might be friendly to druids, dwarves, or fellow darakhul covered the hill with a mound of stone and mortar in a fit
who take any interest in the care, feeding, and training of of paranoia. Over time, it has been hardened and calcified
thousands of bats. with bat droppings and additional layers of dust and stone.
The palace has three entrances: the Cliff Gate to the north
BEGGARS’ HOVELS requires a climbing or flying approach; the Promenade
This entire district is made of tiny passages between filthy approach goes right beneath a gypsosphinx plinth; and the
shanties made of piled stones, scraps of leather, and rope. rarely used Temple Gate goes directly to the catacombs of
Starving ghouls, their ribs sticking out and their claws the Emperor’s Shrine.
twitching, lurk around every corner of the district. Their Given the ghoul love of burrowing and underground
eyes hungrily follow each living creature that passes through spaces, the passages and side halls expanded over time
the district. Wailing, a steady, low noise abandoned to under the rest of the city. The Emperor’s mild agoraphobia
despair, echoes from the alleys. makes the underground palace quite a welcome,
Thousands of lesser ghouls and ghasts live here, always embracing environment. Living visitors claim it is dark,
hungry and on the edge of a riot. A living creature foolish cold, and oppressive. Perhaps the overuse of skulls as
enough to enter the region triggers a ghoul frenzy unless decorations has something to do with it.
it succeeds on a DC 15 Charisma (Persuasion) check each Reasons to Visit
minute it remains in the district. A ghoul frenzy is a mob Characters in Darakhan may visit the Buried Palace of
of beggar ghouls, ghouls, and ghasts that swarm a single their own free will. Likely reasons include:
creature. The creature must succeed on a DC 18 Dexterity
• A visit to Eressar the Loremaster, a darakhul wizard,
rogue, and scholar who many consider the Emperor’s
wise right hand. Deeply informed on events in the
empire, Eressar almost certainly has information that
MISSING HENCHMAN RETURNS might help the characters, but he has his own ideas
A formerly living person the characters knew might as well.
reappear here in the city. The moment the person • If the characters arrive in disguise as merchants or
appears could depend on their former role. If the in the train of a powerful noble, they might well be
person was a city guard, town sheriff, local thief, or invited to dinner. This could be a trap, but it is an
other martial figure, they might have been recruited easy way to get into the palace.
as a member of the legions—and the characters could • If the characters enter by stealth, they might try to
see the person at the gates. sneak in to kill the Emperor or to loot the riches of
If the person the characters knew was an acolyte, the palace.
priest, scholar, magician, or other magically inclined
Entering the Palace
figure, the person might have turned to the ranks
If visitors approach the Temple gate, the vulture sphinx
of the scribes and Necrophagi or might be a fallen
challenges them (see the Necropolis for an example of how
beggar ghoul.
the gypsosphinx might react to them). If visitors approach
Use whatever you think will provide the maximum at the Promenade, three members of the Ivory Legion and
contrast with the person’s former life. the vulture sphinx watch them. At both the Promenade
and the Temple, visitors are searched for weapons, wands,

38
ghoulbane oil, and so on in the proofing chambers before This demonic embassy pushes the ghouls toward chaos
they are allowed into the palace. and reminds them Lord Mot favors them. The demon in
charge is Sinderec, a glabrezu. He’s always willing to hold
Escaping the Palace an audience with fresh meat and possible souls. He’s also
The palace guards and guests can quickly overwhelm an willing to betray secrets, attack his enemies among the
unprepared group, especially if they entered by stealth and ghouls (especially followers of the Emperor Cults or the
things turn sour. In this case, it may be worth providing War God Mavros), and to encourage vice in all forms. He
help for a fast exit, such as: isn’t subtle about this. If visitors want to fight, the demon
• Vermin in service to the Last King tell the characters is eager to oblige. He keeps a single vrock bodyguard
about a secret tunnel in exchange for the characters’ overhead in the rafters to make sure he wins these sorts of
help against the Emperor. “assassination attempts,” as he thinks of them.
• A friendly NPC sends the guards in the wrong If the characters have an audience with Sinderec, read:
direction in exchange for a magical or meaty bribe. A dog-headed, four-armed creature sits on the far side of
• A drow spy offers a magical exit if the group kills one a large table made of stained grey wood. It seems to be
or more darakhul. finishing a meal while two servants lick its fur clean. It
• A treacherous noble gives the group a magical throws the bones to the floor, wipes its hands on its belly fur,
disguise and vouches for them as his servants—in and licks its lips. It then greets its visitors, its doggish snout
exchange for future favors when the characters slobbering with strings of drool.
return to the surface. If they fail to cooperate, he Before Sinderec offers any visitor assistance, he requests
tries extortion. a goblet of blood from the visitor to “show sincerity” in the
• An ambitious noble or Cimbrai the Sated takes the request. A visitor filling the large goblet loses 7 (2d6) hit
disruption as an opportunity to launch a coup. The points from blood loss. If a visitor refuses to give Sinderec
characters might escape in the ensuing slaughter. blood, the visitor has disadvantage on all Charisma checks
against Sinderec.
If those don’t work out, the characters might wind Blacktooth. Sinderec’s prized wand, Blacktooth (see
up in the dungeons and torture chambers. From there, page 257), was stolen from him and sits in the lair of a
escape requires magic, thieves’ tools, and a lot of luck. cave dragon somewhere on the edges of the Imperium.
Alternatively, the characters might end up weaponless in If the characters don’t have it but agree to retrieve it for
the Fighting Pits and forced to fight hungry ghouls for the the demon, you can use The Last Dwarven Redoubt in
Emperor’s amusement. Underworld Lairs for the cave dragon’s lair or create your
DEMON EMBASSY own cavernous location for the cave dragon that holds
The building seems grown from the stone around it like Blacktooth. Sinderec is eager to have the wand returned. If
a cancer: black, foul, and pulsing with evil. The walls are the characters have it, he offers them anything short of a
carved with hands and claws trying to pull themselves free of wish to get it back. If word gets back to Lord Alquam that
the stone; in a few places, horns, eyeballs, and open mouths Sinderec has lost his badge of office, Sinderec’s fate won’t
poke through the hands and claws. The windows and doors, be worth dretch spit.
by contrast, are painted a simple, solid red, with rusty iron Treasure. The ambassador is a very wealthy demon,
hinges and door handles. The building has a single main frequently selling his office and promising access to
wing, a domed section, and some small towers. demonic blessings and magic in exchange for gold, blood,
and souls. He has 13 chests in his treasury:
The demons of the Underworld are good friends of the
darakhul. At the same time, they are friends of any priests • two contain 4,000 sp each, two contain 4,000 gp each
or followers of Alquam or Vardesain and Hriggala, and • one contains notes on magic and arcana, including
are happy to help in betrayals, plotting, and mayhem. Two four spell scrolls (of the GM’s choice)
guards watch the main door, though they aren’t human, • three contain 13 skulls or shrunken heads of
drow, or undead. They are slovenly dretches that are easily prominent ghouls and diabolists
fooled or bypassed, and they serve as the embassy staff of • two contain jewelry, seals, and rings (worth 3,000 gp
twenty-three servant-demons, with little intelligence and per chest)
no manners. • one contains three demonic, black steel +2 daggers
• one contains 200 gems of all kinds (worth 10,000 gp
total)

40
 The last chest contains raw souls, which appear as FANE OF THE NECROPHAGI
luminous gems. A successful DC 15 Intelligence (Arcana) Six floating skulls surround this black tower, and its
check makes clear that these are not earthly gems. A windows glow greenish-yellow with a steady light. Two
successful DC 18 Intelligence (Arcana or Religion) check skeletal creatures stand on the tower battlements, and two
reveals that they are souls of evil creatures, trapped in more stand at the iron door.
physical form and likely to be used in demonic rituals to The black tower is meant to attract the attention of
create more demons. those who visit the city, and to show the Emperor’s power.
EMBASSY OF THE BRAIN EATERS However, it is not his palace. It is deliberately big and
visible. Clacking skeletons (Creature Codex, p. 340) led by
This globular structure pulsates with the movement of
a skeleton monarch (Creature Codex, p. 341) and darakhul
wormlike creatures just under the building’s reddish skin. Its
necromancers defend the Fane. The loud clacking of the
door slits open and close with muscular action. The guard
skeletons in motion serves as a warning to those inside of
outside the doors wears a heavy cloak with a deep hood, and
external danger.
its features aren’t visible.
The necromancers in the Fane have connections to
The embassy is a conduit between the brain eaters and the
the Barons of Morgau and Doresh (close allies), to the
noble ghouls, who value the brain eaters’ mental power and
Old Lords of the Stross (now mostly gone, though some
forbidden knowledge. The beggar ghouls despise the brain
undead remain), and to the Arcane Collegium in Zobeck
eaters. The Emperor has made it clear the brain eaters are
(weak links through the several necromancers and diviners
not to be disturbed, while the beggar ghouls think these
who know of the empire).
creatures should be just another source of meat.
The Master of the Necrophagi is Magenthus Quickborn,
If living creatures visit the embassy, odds are good they
an ancient bone collective. He is not currently at the Black
won’t get far. The brain eaters find the brains of ghouls
Tower, but he is in frequent consultation with the Emperor,
inedible, but they see living humanoids as incubators.
the Loremaster Eressar, and the courtesan Olja Chornovoi
While within their embassy, the brain eaters are free
(NE female elfmarked darakhul) at the palace. Master
of most ghoulish laws protecting living creatures and
Quickborn has four stuhac (Tome of Beasts, p. 370) guards
merchants, and they are quick to capture living creatures
who follow him everywhere.
foolish enough to enter the embassy.
FIGHTING PITS
EMPEROR’S GARDEN
Ghouls love violent death, especially when there’s blood
Filled with odd mushrooms and even a few ferns and
and food after a match. Fights are held here every other
shade-tolerant plants from the surface, this walled garden
day, some of them to settle feuds among noble houses of
requires a vast amount of care, magic, and attention. Its
the darakhul, or a matter of honor between legions. Other
beauty is reserved for the Emperor, his gardeners, and
fights simply involve powerful ghouls terrorizing and
a few favored nobles and priests, as well as the various
devouring a few foolish adventurers or creatures captured
ambassadors who are currently in good standing.
by border guards for traveling with contraband who might
Some of the mushrooms in the garden produce especially
amuse the crowds of legionnaires and beggar ghouls. A
deadly spores, and others produce hallucinogenic spores
few professional fighters exist, but most who survive (like
highly prized by myconids and kobolds for their euphoric
Bracus Hellspear or Matoni Razic) fight only against those
and vision-inducing powers. The Emperor occasionally
they know they can slaughter.
makes gifts of one or the other to living allies, though he
The main bookmaker these days is a new fellow recently
sometimes omits exactly which variety the gift contains.
arrived from Zobeck, a former member of the city guard,
EMPEROR’S GATE Arno Landsteiner, now called Arno Underland (NE male
Close to the Emperor’s Garden and the Legions, this gate human darakhul).
is closely watched as the site where the Emperor most
FINGERBONE GATE
frequently leaves the city for points north.
Dark, small, and sealed with a water gate to keep the living
at bay, this gate is popular with the undead but not with
kobolds, cloakers, or other races that avoid swimming
when they can. The bottom of the water passage is
rumored to be covered with small bones.

41
FOREIGNER QUARTER LEGION QUARTER
This district is full of life, literally. Kobolds, bugbears, drow, The barracks for the Iron and Ivory Legions and the War
deathcap myconids, troglodytes, and even derro walk these God’s temple dominate the eastern end of this military
streets with barely a ghoul in sight. They all seem busy with quarter. The homes of lesser ghouls, allies, and servants
matters of their own. The district’s buildings are small but of the legions dominate the western end. This quarter
well built, and most have no windows. is home to most of the weaponsmiths, armorers, and
This is where the visitors and merchants stay, by law and suppliers of the imperial legions.
by custom, to avoid the risks of a fight, bloodshed, and
LIBRARY OF RATTLING BONE
rioting. At any given time, this foreign population amounts
A heavy building of pale stone, this library’s bronze doors
to about 11 (2d10) merchants and hundreds of their
are carved with hundreds of messenger bats and interwoven
guards, livestock, and slaves.
figures of gods, scholars, and ghouls in a lineage that seems
Most foreigners come here to sell their own people or
to go back to Thoth and Vardesain. The two-tiered chamber
their rivals into slavery. Others come with ore, weapons,
within holds thousands of bone scroll tubes, each wrapped
magical components, livestock, cloth and jewelry to sell to
in rope or leather covers to indicate its contents. Many are
the wealthy of Darakhan. The district contains many small
sealed with wax. Several bronze automatons wander the
warehouses, all of them tightly warded with magic mouth,
space, organizing the scrolls or assisting visitors.
magical locks, and sentries. Petty theft is punishable by loss
of an arm. Execution is for large thefts. The most famous library of necromancy in the Imperium
Living creatures looking for a safe place are advised is the Library of Rattling Bone. A small scriptorium sits on
to stick to this ghetto. The two caravanserais catering to the library’s southern side, attached by a short walkway.
visitors are the 49 Pilgrims and the Silent Fountain, and The library’s Chief Librarian is Renato the Binder (LE
they are accustomed to booking large groups. They charge female human darakhul archmage) who has a perfect
25 gp a night for smaller groups, food and forage included. memory for text and deep stores of arcane knowledge.
Most visitors travel with giant lizards or carrion beetles Her servants are a dozen library automatons (Tome of
and pay twice that amount. Beasts, p. 273), all of which assist in keeping the library
clean, organized, and free of infestations of the many
GATE OF SEVEN FIRES creatures that would happily devour paper, parchment, and
Known for the magical daylight spells embedded in its knowledge. Renato herself studies codices and arranges for
defenses, this gate is in frequent use. Spirits and magical the necrophages, priests, and others to train apprentices,
wards see through magical disguises and shout a warning write down their discoveries, and share the deeds, failures,
to the guards—or so rumor says. and lineages of the empire.
Thousands of leg bones constitute the scroll cases found
IMPERIAL ACROPOLIS here, sealed with clay and often marked with the sigil
The hill overlooking the city rises a hundred feet above the of the scribe who wrote a particular item. Moving the
main cavern. Three large buildings stand on it alongside collection or gathering a pile of bone scroll cases often
smaller statues, pedestals, and towers. The buildings are an makes a distinctive noise, giving the library its name. The
enormous purple and black tower, a grey and white building documents stored here include arcane spell formulas, notes
of many pillars with a large carved entryway, and a large on noble titles, fiefdoms, occasional accounts of battles or
white and red stone temple. matters of justice, and various documents brought here
These three are the Temple of the Emperors, the Fane of from the surface, including maps and descriptions of most
the Necromancers, and the Shrine of Vardesain the God cities accessible from the Underworld tunnels.
of Hunger. The Acropolis is strictly off-limits to foreigners Though open to all citizens of the Imperium, in practice
unless they have explicit documents granting them this library is visited almost exclusively by darakhul
permission (such as a scroll requesting an audience) or spellcasters, scholars, nobles, and priests, along with a
unless they are guests of a general of one of the legions, or smattering of satarre necromancers, gnome diabolists, and
guests or servants of a major noble of the ghoulish court. vampire wizards. Famous spellcasters such as Magenthus
Quickborn (leader of the necrophagi), Denahrek
ai‑Vardoss (a legend among the satarre void speakers),
and Sablehorns (gnomish high priest of Chernobog in
Königsheim) are frequent sights, and rumor has it that

42
the archmage of Bemmea visited once to inquire about a magical wands, or similar treasures, but only the most
particularly thorny point of dispute with a colleague. foolish and reckless consider robbing these tombs.
The scrolls are warded against theft; any scroll taken out Morgau Embassy. This is a relatively new structure of
of the library immediately shines a bright, golden light black and red stone set with dozens of small niches for
that draws a great deal of attention. Theft from the library lanterns and candles and several crannies for bats to
is punishable by death and dismemberment (and not in enter and leave. It reflects the stronger recent alliance
that order). Renato has absolutely no patience for thieves between ghouls and the surface vampires. It is built in a
or vandals of any kind. The first hint of misbehavior is place of honor to show the tighter bonds between the two
generally met with a dominate person or time stop spell and nations. Countess Urzana Dolingen (Midgard Worldbook,
a quick trip to a marquis for a hearing and execution. p. 90, 94), one of the main forces behind the recent alliance
Rumors that the Rattling Library is haunted, alive, or between ghouls and vampires, is a frequent visitor to the
sentient in some form have never been proven. Likewise, Embassy. An older embassy in the Foreigner Quarter is
a narrow, claustrophobic storage closet in one section now a location for Morgau merchants and visitors to rest
of the library is said to have once connected it to the away from the ghoul masses.
Stross Library, but again this may be nothing more than a
fanciful legend.

MARQUISES’ HALLS
A small rise south of the noble’s district is the site of several
larger compounds, all of them walled off from the rest of
Darakhan. Guards and lich hounds patrol the wall.
The Marquis Crumbcoat (NE male human darakhul) has
a large palace, like many of the other marquises. Any of
them are willing to have an audience with a living creature
that comes recommended as trustworthy by another noble,
government official, or trusted agent of the noble. Getting
into an estate without credentials requires a successful
DC 20 Charisma (Persuasion) check or a massive bribe.
Nobles are not willing to be seen “trafficking with
fleshlings” as though they were equals.
A successful audience with one of the marquises can
provide a person from the surface with information
about the court, its officers, and its protocol. During the
audience, a successful DC 18 Charisma (Persuasion)
check earns the visitor and its colleagues an
invitation to visit the Buried Palace as the
Marquis’ guests.
Wall of Bones. While bone in
the Imperium is often used for
building material, in this case it is a
defensive structure strengthened with magic
to divide city quarters and to provide a bit
of high ground to this part of the city.
Crypts of the Emperors. These
memorials are often adorned with bright
mushroom bouquets or candles. Young
initiate-priests of the Emperor Cult maintain
a vigil here to prevent any vandalism or theft.
Some stories claim the emperors and their
dukes were buried with sapphire rings,

43
MERCHANT GATE carrion beetles, and necromantic items. Surface dwellers pay
The most active gate for the living, this gate holds the most a premium, but it’s amazing what has found its way down
direct route between Darakhan and Lillefor and comes out into the Underworld. Snakes, birds, bats, tapestries, grave
near the Merchant’s Quarter. Bribery and smuggling are goods of all kinds, gold and silver ornaments, fine leather
not unknown here, for the captain of the gate, one Rutil boots and even incense are all available, for a price. The
Ebernacht (LE male human darakhul captain), is always goods kept under the closest guard are the slave pens, which
trying to keep commerce moving and his own pockets are protected by alarm spells and serious darakhul guards.
filled with flesh and coin. Most visitors refer to him as
“Major” or “Boss,” and make sure that his soldiers are NECROPOLIS
always well-supplied. Hundreds of gravestones and dozens of memorial statues
and markers dot this quiet necropolis, but its most striking
MERCHANT QUARTER feature is the large temple standing at its center.
This quarter is devoted to commerce. Everywhere, ghouls,
The crypts and mausoleums of the necropolis are
kobolds, slaves, and zombies carry goods, force slaves to
dedicated to fallen soldiers and notable citizens of the
march in shackles, and haggle over prices. In addition to the
Imperium. The temple at the center of the necropolis is
constant flow of slaves, there’s an abundance of metal goods:
dedicated to the god of death, Anu-Akma, and prayers to
black iron hammered into shields, weapons, and armor, as
the god echo throughout the necropolis from the temple.
well as mining tools, manacles, and coal. Stranger items
Guardian of the Necropolis. A gypsosphinx (Tome of
include otherworldly metals, alchemical drinks, foul liquids,
Beasts, p. 359) guards the necropolis, speaking riddles and
and even wigs and songbirds.
demanding tribute from any who wander the crypts. If the
All mundane goods and many magical and alchemical characters approach the sphinx, read the following:
goods are available here, including slaves and livestock,
The creature is as large as a small dragon, with long
feathered wings, a lion’s body, and a vulture’s head. Its eyes
seem like an eagle’s: sharp and missing nothing. The thing
speaks, “Feed me flesh and answer my riddle, and I will
give you the information you seek. Fail in your answer, and
I will eat one of your hands.” It preens its feathers, barely
interested in the reply.

The first riddle it asks is:

I am a wingless bird, flying to the clouds;
I give birth to tears of mourning,
Though there is no cause for grief;
And at once on my birth, I am dissolved into air.
The answer is “smoke”.
The second riddle is:
This we love more than life,
Fear more than death,
The rich want it,
The poor have it,
The miser wants it,
And the spendthrift saves it.
The answer is “nothing.”

If a visitor answers incorrectly, the gypsosphinx may

demand its tasty hand as payment. If a visitor answers
correctly, the gypsosphinx offers information about

44
the empire, the Emperor or his Loremaster, or other Occasionally an assassination or coup is staged against
information that furthers the game at the GM’s discretion. one of the ghoul lords. These typically happen quickly and
Treasure. The vulture sphinx is remarkably wealthy, as the perpetrators flee to avoid recognition. Patrols don’t
the ghouls often consult it for advice and prophecy. Most immediately arrest visiting foreigners for any assault in
of this wealth is in the form of carrion flesh in its nest, this quarter. However, if living creatures are seen near the
which living creatures may not find valuable outside of site of any violence, word spreads quickly, and the lords
using it for trade with the ghouls in Darakhan. themselves may decide to eliminate these ‘visiting assassins.’
The rest of the sphinx’s treasure is kept buried in a hollow
below the plinth where it perches and includes 784 pp, 3 PARADE GROUND
water opals (worth 400 gp each), four jacinth (worth 50 gp This flat square surrounded by beetle stables and barracks
each), a blue star sapphire pendant on a silver chain (worth is constantly active. It is the site of military drills, formation
1,000 gp), a gold-plated ornamental steel longsword with training for carrion beetles (Tome of Beasts, p. 52) and
fiery yellow corundum jeweled hilt (worth 2,000 gp), a their riders, and inspections of the various deciles and
diamond ring (worth 5,000 gp), and two mithral combs legions. Most of the military ghouls ignore anyone who is
(worth 500 gp each). The cache also contains a suit of +1 not a member of the legions (in particular, an officer), but
plate armor and a stone of good luck. the beetles are less fussy. They might attack any creature
other than a darakhul or ghoul who ventures too close
NOBLE QUARTER to the cavalry training, where they work with archery,
This section of town is filled with guards, high walled ballistae, and acid spitting on command.
compounds, and buildings set back from the street—some
of them with towers that look like small fortresses. The only SHADOW FEY EMBASSY
people on the street are servants scurrying somewhere on One white building in this quarter stands out, not so much
an errand or nobles being carried in a litter. None seem for its color, which is common enough, but for its glowing
inclined to talk. light and shimmering surface. Its towers ripple under the
Patrols and guards are everywhere, passing through each weight of tens of thousands of white moths. The building’s
street roughly every 20 or 30 minutes to sweep up and roof is covered with whirring flying things, and its doorways
question beggar ghouls and other vagrants. While dozens are lit with glowworms. Small, hooded creatures, about the
of nobles live here, the most influential and powerful size of kobolds, guard the door, holding huge axes.
among them are the eleven nobles and general listed below: If a living creature approaches the door, read:
1. Baroness Jasna Braintree (NE female human darakhul) Dozens of moths land on you when you approach,
fluttering their glowing wings. The guards don’t move.
2. Beetle Baron Milorad Mudmouth (LE male gnome
darakhul) The white moths aren’t just pretty; they are also an
3. Silver Baron Vukas Crowsroad (CE male human alarm, covering any non-fey in hundreds of otherwise
darakhul) harmless but glowing creatures. This effect works like a
4. Lord of Tears Marius Cipic (NE male human darakhul) non-magical version of the faerie fire spell. The two guards
are quicksteps (Creature Codex, p. 308). They can’t be
5. Mad Lady of Tears, Sable Niklos (CE female derro
bribed (they fear their master too much), but they can be
darakhul)
convinced to open the door by a plausible excuse and a
6. Master of the Necrophagi Sevtozar Zoric (LE male
successful DC 20 Charisma (Persuasion) check.
darakhul archmage)
Sometimes called the Black Prince’s Embassy, the interior
7. Captain-General of the Ivory Legion Branko of the building is decorated with black banners depicting
Charonson (LE male human darakhul) his heraldry of a blue boar on a white shield.
8. Lich-Magister Olja Chornovoi, the Emperor’s former If a character enters the embassy, read:
courtesan (NE female elfmarked darakhul)
9. Mistress of Monuments, Anica Rivermute (NE female A wooden gallery runs above the audience chamber. A fey
human darakhul) lord sits in a small chair draped in purple velvet. He wears
10. Lord Hunter Illeno Crypthand (NE male trollkin black chain armor and an open-faced helm topped by a
darakhul) glowing, white feather. He has a rapier at his side and two
11. Field Marshall Iago Estarban of the Iron Legion (NE enormous, black dogs at his feet. The fey toys with a green,
male human darakhul) leafy wand.

45
 The Black Prince (NE male shadow fey) is superficially The bald undead is Cimbrai Grimscribe (NE male
friendly. He is bored with the company of the undead, and human darakhul), the master of this shrine to the Hunger
he hopes visitors can amuse him. For more information God Vardesain and one of the rare Sated, ghouls who
about the prince and his plots, see Courts of the Shadow no longer hunger or need to feed. He stares at bones
Fey. While speaking to the Black Prince, a successful DC 20 and meditates on the nature of necrotic planes such as
Wisdom (Perception) check notices elvish voices and the Evermaw and the Hells. When it amuses him, he incites
rattle of a quiver in the gallery above the audience chamber. the beggar ghouls to riot or to a frenzied attack on
The Black Prince wants to strengthen his alliance with whatever poor group of foreign merchants they can get
the ghouls so his goddess will grant him dominion over his their claws on.
fellow princes in the Shadow Realm. He will pay anything If a visitor brings an offering of food, Cimbrai listens
and do anything to prevent the ghouls from gaining too politely to the visitor’s concerns but does nothing.
much power in the Shadow Realm. At the same time, he Unless visitors seek help overthrowing the priesthood of
pretends to be the ghouls’ faithful ally and pumps them for Anu‑Akma or Mavros, they get no help from Cimbrai. He
information every chance he gets. wants complete and absolute change and the death of all
His two hounds of the night (Tome of Beasts, p. 251) living things as soon as practical. There is nothing a visitor
keep melee fighters away from the prince, and the six can offer him that interests him, other than death and
shadow fey hunters (Tome of Beasts, p. 173) above shoot at slaughter. And for that, he has an army of thousands of
spellcasters first, then anyone threatening the prince. beggar ghouls.
Treasure. The Black Prince has many odd things—the
horns of shadow elk as a hunting trophy, the bottled
sighs of virgins, and the collected shadows of the Family
Stross—but these are only valuable in the Shadow Realm,
or at least only valuable among the shadow fey. His
real treasure is a dozen silver apples made of distilled
moonlight. These apples shine like mithral and are worth
1,000 gp each. A creature holding an apple gains a +2
bonus to its AC and ignores any natural weaknesses to
sunlight it has, such as from Sunlight Sensitivity. They
are always carried by two young shadow fey
pages who intend to present themselves
as apprentices to the Emperor at an
upcoming audience. These treasures
are meant to bribe the Emperor, and
the pages are meant to be spies, communicating with the
prince via messenger bats.

SHRINE OF VARDESAIN, GOD OF HUNGER

The red and white temple has many pillars, each carved to
resemble a ghoul holding up the temple’s roof. The floor is
glossy black marble with inlaid mosaics under the pews. A
large pit occupies the space where an altar would
be in most temples, and it is guarded by one
attendant, a bald undead dressed in a simple
black robe. It seems to be deep in thought or
meditation and is entirely motionless in front of
an enormous stack of neatly arranged thighbones
and leg bones.

46
 If a visitor fails to bring an offering of food, he politely Codex, p. 172]). She is a human darakhul who served as
but firmly insists the visitor leave the temple. If the visitor a priestess in life as well. Her two assistants are darakhul
refuses, he says, “If you do not bring food, you become underpriests, and four lich hounds (Tome of Beasts, p. 274)
food,” then speaks a few words of a hunger prayer, which protect her at all times.
brings the elder black pudding up from the pit. Treasure. The sacristy of Anu-Akma’s temple is
The pit is 20-feet deep and the home to an elder black overflowing with gold plate, gold and silver coins, and
pudding (double the creature’s normal hit points and offerings of carved bone, mithral statuettes, and miniature
damage) that serves as a focus of worship and meditation scythes made of bronze. The total value of the offerings
for the followers of the Hunger Cult. They call it simply is 25,000 gp, but the goods are protected by a curse that
“the Devouring Spirit.” It appears one round after combat affects anyone taking so much as a single coin. This curse
begins and attacks all non-undead it finds. It never pursues makes it impossible for living creatures to magically regain
a foe outside the temple. hit points, though the creature can still regain hit points
naturally. If a construct or undead takes an item from
TEMPLE OF ANU-AKMA, GOD OF DEATH the sacristy, any priest of Anu-Akma within 100 feet of it
A series of carved figures looms over the enormous can sense it is cursed by the god of death for theft from
temple doorway, which shows a masked figure in long the god’s temple. The curse can be lifted only by a remove
robes welcoming visitors with open arms. Contrary to its curse spell cast on each item taken from the sacristy or by
benevolent appearance, the figure’s mask is actually a blank returning the stolen item to the temple.
face, and creatures entering the temple walk beneath the full
length of the figure’s scythe. A second, larger figure on the TEMPLE OF THE EMPERORS
column just inside the door is a thin figure with the head of a This small grey and white temple seems devoted not to a
ram and black robes. Steady, bluish flames from many small single god but to many. The building is dominated by four
brass tubes light the interior. The altar is white stone heavily tall statues: three male and one female.
marked with reddish stains. The priests at the altar wear red The memories of the previous emperors Tonderil,
robes and swing incense burners that reek of acid or lye. A Haresha, and Vermesail are all kept fresh here, with statues
priestess chants above the body of a man lying on a platform of them in proud poses, sacrifices to their memories, and
in the center of the temple. The priestess holds a candle in a small priesthood of warriors and lawyers. The fourth
one hand and a heavy black staff in the other. statue is of Nicoforus the Pale, the current Emperor. The
A successful DC 15 Intelligence (Religion) check Temple of the Emperors is popular among the palace folk
recognizes the two figures flanking the doorway as and the noble darakhul, but it is largely off-limits to beggar
representations of the god of death and his heralds. A ghouls and commoners.
successful DC 12 Intelligence (Religion) check notes the High priestess Doina Doresh (LN female darakhul
priestess in the center of the temple is performing last rites high priestess [Creature Codex, p. 172]), a former human
for the body on the platform before her. priestess of Charun the Boatman, is a very ancient ghoul
All the death and darkness gods of the darakhul have a entrusted with the care and running of this temple, a
temple in the White City, but the temple of Anu-Akma is position of great honor and few duties. She claims to be
one of the easiest to see, as it stands among all the crypts the spawn of the Empress Haresha herself. True or not, she
and mausoleums of the Necropolis. Worship of Anu-Akma has a sharp political mind and has advised the Emperor for
is loud and sincere; the blankfaced statue of the god is said some years. Anything said within her hearing goes directly
to be a great wellspring of ghoulish power. Jackal-headed to the Emperor’s ear, though she feigns treachery if she
anubians (Tome of Beasts, p. 24) and well-armored gnoll thinks it will gain her valuable information.
servitors often walk the halls of the temple. Doina is completely loyal to the Imperium and remains
The temple sometimes hosts a powerful diabolist named a major figure in the cult of Charun in the Underworld.
Waldrop Mallecar, who leads the Travertine Order of Doina Doresh does not stand and fight. If attacked, she
assassins and killers for hire. He is more often found at the activates a magical ring she wears that casts the sanctuary
Demon Embassy than at the temple. and greater invisibility spells on her. She escapes and returns
The high priestess of the temple of Anu-Akma is Lucretia with fifty soldiers of the Iron Legion (various ghouls,
Tideblood (LE female darakhul high priestess [Creature darakhul, and iron ghouls) to deal with the attackers.

47
Adventure Summary
Ten years ago, King Lucan, vampire ruler of the controlled by the Hunger God’s priesthood.
Principalities of Morgau and Doresh, formed a military With these goals in mind, Radomir and Morreto
alliance with Emperor Nicoforus the Pale of the Ghoul search for ways to grow their power. Fortunately for
Imperium, and their combined armies annexed the Radomir, he recently received a vision from Vardesain
Electoral Kingdom of Krakova, which became part of the himself: Archduke Avgost of the Krakovan royal family
Blood Kingdom. survived one of the battles of the invasion of Krakova
Following their success in Krakova, and with the against all odds. The god demands the archduke’s slow
realms below firmly under their control, the thoughts of and painful death, followed by his transformation into
the darakhul are turning again to the surface. Emperor a darakhul. Once paid in noble blood, the Hunger God
Nicoforus remains wary of further expansion while undead promises to reveal the secret of creating new darakhul faster
control over Krakovar is at risk from the Court‑in‑Exile in and more reliably to Radomir.
Dornig and the dwarves of the Wolfmark. Morreto and Radomir are acting without the blessing of
Others are not so cautious. Duke Morreto Lichmark, the Emperor. Moreover, the priest’s plans for a Kingdom
ruler of the ghoul city of Vandekhul, and Radomir of Hunger with Vardesain as the dominant god are sure
Marrowblight, a high priest of Vardesain the Hunger God, to lead to friction with the ghouls’ vampire allies and
are working together to solidify ghoul power. their Red Goddess. If the characters can frustrate their
Morreto has designs on the imperial throne. If he can plans, the Hunger Cult will be suppressed, further ghoul
grow ghoulish influence on the surface and build up his expansion plans will be checked, and the ghouls’ alliance
own power base enough, he believes he can challenge the with the vampires will be weakened.
Emperor’s rule. Radomir wants Vardesain recognized as the Dread Chambers of the Undercity. Radomir’s agent,
one true religion of the darakhul, and he ultimately wants Borys Kreul, has been dispatched to work with members
the establishment of a “Kingdom of Hunger,” a theocracy of Marena’s cult in Zobeck’s Cartways to draw Zobeck’s

WHAT DO I NEED TO RUN THIS ADVENTURE?

At minimum, you need this book and access to the internet ghouls, an above-ground territory belonging to vampires,
to run all of the story-based events and encounters in this a mountainous area ruled by dwarves, a cold temperate
adventure. If you do not have the Creature Codex or Tome of wetland, and a desert.
Beasts, the creatures from those books are available online at: A digital map of Midgard can be found at:
https://open5e.com/monsters/monster-list. https://midgardmap.koboldpress.com/
The ghouls and ghoulish creatures from the Creature Codex The story of Empire of the Ghouls spans many nations of
and Tome of Beasts that appear in either the main story or Midgard, and the map, along with its distance‑calculating
the preceding gazetteer have been re-printed in the Monster tools, should prove valuable when determining travel routes
Appendix on page 273 for ease of reference. for the player characters.
Though not required to run this adventure, a passing To run this adventure optimally, we recommend using the
familiarity with the Ghoul Imperium (see the Underworld Midgard Worldbook, Midgard Heroes Handbook, Zobeck
Gazetteer on page 6) and the recent political history of the Gazetteer, and Underworld Player’s Guide. These books
Ghoul Imperium and the Blood Kingdom Morgau (most provide additional world background (if you are using the
of which is briefly explained in the Adventure Summary) Midgard setting) and a variety of player options (including
is recommended. Alternatively, this adventure can be spells that are optional spells for some of the NPCs and
set in any world that contains an underground nation of monsters in this book).

48
political attention away from Morgau. Once Zobeck’s
attention is focused elsewhere, Radomir plans to dispatch
more agents into the Ironcrags and the Magdar Kingdom CREATURE NAMES IN EMPIRE OF THE GHOULS
in search of the Court-in-Exile. Kobolds falsely‑accused Creatures whose names appear in bold without a page
of disappearances in the city hire the characters to find the or book reference can be found in the text near where
true culprit. In the process, the characters uncover pieces they are named or in the System Reference Document 5.1.
of the ghoulish plot. Similarly, spell and magic item names which appear in
The characters should start this adventure at 1st level, italics without a page or book reference can be found in
reach 2nd level after protecting Brik but before entering the System Reference Document 5.1.
the Zobeck Catacombs, and end the adventure at 3rd level If a creature’s name or type isn’t in bold and its
after defeating the Cult of Forbidden Ecstasies. parenthetical lists a creature type with multiple options for
Holy Robes of Sister Adelind. Noticing the machinations its statistics, such as “Yigosain (CE male derro darakhul),”
of the ghouls within her city, the clockwork goddess Rava you can use any statistics of that creature type that are
awakens her oracle in Zobeck and tasks the characters with appropriate for your game. For this example, Yigosain can
finding an ancient relic to use against the uprising ghouls. be a standard darakhul, darakhul captain, darakhul
While seeking this relic, the characters stumble across shadowmancer (see the Monster Appendix for these
some of Radomir’s spies and discover the ghouls are after a
statistics), etc., whichever fits best for the game you are
Krakovan nobleman.
running. Likewise, “Trehild Shardspike (NG female dwarf )”
The characters should start this chapter at 3rd level, reach
can be an acolyte, mage, archmage, or use whatever
4th level by the time they arrive at the Black Fortress of
statistics are appropriate for your game.
Grisal, be 5th level after clearing the Ruins of Yarosbirg,
and end the adventure at 6th level after returning to Jozht
with the Holy Robes of Sister Adelind.
Blood Marriage. With the relic in hand, the characters
follow the oracle’s warning of an unholy union and signs The characters should start this chapter at 8th level,
in the Free City of Jozht of dark tidings in the Northlands. reach 9th level shortly after they arrive in Siwal in the
They venture into the Northlands where they stumble Southlands, and end the chapter at 10th level after putting
upon an invitation to a wedding between the priesthoods the Ghul King to a more permanent rest.
of Vardesain and Marena, a marriage that would Into the Fuligin Realm. With the power to pass undetected
exponentially increase the political and magical power of among the undead in their hands, the characters travel into
the priests and priestesses of both deities. After stopping the Underworld on the outskirts of the Ghoul Imperium.
the marriage, the characters return to Jozht to discover They seek allies and information about the archduke’s
the ghouls have successfully kidnapped the Krakovan whereabouts, eventually ending up in an audience with a
nobleman, Archduke Avgost. former king of the Ghoul Imperium. He aids the characters,
The characters should start this chapter at 6th level, reach knowing their disruption of Morreto and Radomir’s plot
7th level after defeating the Cultists of Ragnarok, and end helps further his goal of overthrowing Emperor Nicoforus
the adventure at 8th level after stopping the dark wedding without showing his hand in the process.
in the Midnight Temple. The characters should start this chapter at 10th level and
Catacombs of the Ghul King. The characters learn a group reach 11th level just before entering the Dragon Graveyard.
of priests known as “gravebinders” know how to pass Pure City of Vandekhul. The characters arrive in the
among the undead undetected. The characters travel to Pure City of Vandekhul where Archduke Avgost is being
the Southlands to uncover this power that will allow them prepared for sacrifice. They sneak through the city, gaining
to sneak into the Underworld and rescue the archduke allies along the way who shelter them from Morreto and
from the ghouls. On their travels, they have a run-in with Radomir’s agents, and face Morreto and Radomir in a final
allies of Duke Morreto, who has tasked his underlings with showdown in the city’s temple to Vardesain.
capturing or destroying any suspicious travelers in an effort The characters should start this chapter at 11th level,
to protect his plans. When the characters finally arrive in the reach 12th level after cleansing the dark temple on
Southlands, the gravebinders are facing their own problems Chandelier Island, and end the chapter at 13th level after
with uprising undead and promise to share their power after stopping the machinations of Morreto and Radomir in the
the characters help them quell this new uprising. Bone Cathedral.

49
Another random document with
no related content on Scribd:
For out of there old Top-knot flew,
She fussed, and clucked, and cackled so,
That Birdie knew just where to go.

And one lay down in Billy’s stall

Among the corn, and that was all.
How many were there? Let us see;
I’ll count with you, you count with me.

First, four will go into a cake

That old Aunt Phoebe wants to bake.
The coffee one will clear, you know.
For grandma’s breakfast two must go.
Three in the muffins, add to seven,
And one is left—that’s just eleven.
 The Rude Rabbit.

There were some little rabbits that once lived in a wood;

Some were gray, and some were white, and all were very
good
Except one little rabbit, who was so impolite
That his mother had to scold him from morning until night.

He never thought of waiting at meal-time for the rest,

But always first began to eat, and tried to get the best.
He would reach across the table, and sometimes, I must own,
He even helped himself before his mother could sit down.

Then how he interrupted, if a friend across the way

Came to call upon his mother, perhaps to spend the day.
He would never walk behind her, in a nice, respectful way,
But would rush right in, and never wait with what he had to
say.

He never would say “Thank you,” and scarcely ever “Please,”

And when he wanted anything, he’d tease, and tease, and
tease.
He’d the rudest way of calling his mother to come down,
And, without knocking, walked in rooms as if they were his
own.

And these are only half the things this little rabbit did;
He never seemed to learn enough to do as he was bid,
Till no one ever asked him to visit or to ride,
And they’d look at him most scornfully, because he had no
pride.
And when this little rabbit a full-grown rabbit was,
He had to live all by himself, quite unbeloved, because
He was so rude nobody cared to have him within sight—
To think of what a difference, had he but been polite.
 Snowdrifts.

Over you go
Into the snow,
Eyes are bright, cheeks in a glow.
Out he crawls,
Now snow-balls
Fly against the trees and walls.

O, this is prime,
Now’s the time
To run and tumble, race and climb.
When we are old,
Snow will seem cold,
And we’ll not be overbold.
*** END OF THE PROJECT GUTENBERG EBOOK MAMMY'S BABY ***

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