Shadowdusk Hold is designed for four 17th-level characters, and characters who defeat the monsters on this level should gain enough XP to advance halfway to 18th level.
What Dwells Here?
A Waterdavian noble family driven into exile long ago has carved out a home for itself on this level.
The Shadowdusks
The Shadowdusk family, like many other Waterdavian noble lineages, made its fortune in trading. Three sisters named Arandraya, Maelweene, and Yarlithra Shadowdusk became famous for sponsoring and then leading adventuring expeditions into Undermountain. One of the items they recovered from the dungeon was a tablet of black crystal that allowed contact with entities of the Far Realm. Their brother, Xerrion, came to possess the tablet and used it to contact otherworldly beings in an attempt to destroy his family’s business rivals and political enemies. This contact drove Xerrion mad, and it didn’t take long for the madness to spread to other members of the Shadowdusk family and come into public view. As the family’s behavior grew more bizarre, local broadsheets circulated rumors that the Shadowdusks had been replaced by aberrant horrors in human guise. Their ancestral villa, Shadowdusk Hold, was burned to the ground in the Year of the Harp (1355 DR). The Waterdavian authorities who investigated the blaze never made their findings public, but the commonly held belief is that the city’s Watchful Order of Magists and Protectors was responsible.
All three of Xerrion’s sisters were killed in the fire that consumed Shadowdusk Hold. Xerrion escaped and fled to his sisters' redoubt in the depths of Undermountain. From there, he used
Level 22 of Undermountain became a safe haven where the Shadowdusks could treat with Far Realm horrors away from the prying eyes of their fellow Waterdavians. In the end, Xerrion and Margaraste stepped through a gateway into the Far Realm and were never seen again. In their absence, the torch of leadership passed to Xerrion’s niece and nephew, Dezmyr and Zalthar—the twin children of his late sister Yarlithra. These former paladins of Torm abandoned their faith long ago, becoming death knights.
Over the years, Halaster Blackcloak has kept his eye on the Shadowdusks and their plots, even as he allows the family free rein in their corner of his domain. The Mad Mage has decided that these are the kinds of nobles that need to be making decisions and wielding power in Waterdeep—so that he can secretly rule the city using them as puppets. As such, he encourages the Shadowdusks to consolidate power in preparation for a triumphant and bloody return to Waterdeep, after which Halaster will seize power as the city’s Shadow Lord.
The Shadowdusk family motto used to be “No secrets without truth.” After the family’s fall, its motto changed to “We do not fear the darkness.” The family’s crest is a lit torch with three embers rising from the flame, set against a purple background. In the wake of the family’s descent into Undermountain and madness, this crest has been literally turned upside down, so that the torch flame points downward.
Star Spawn
Creatures from the Far Realm visit Shadowdusk Hold from time to time. If you have a copy of Mordenkainen’s Tome of Foes, you can add one or more star spawn from that book to the roster of creatures encountered on this level of Undermountain.
Dezmyr and Zalthar
The current leaders of Shadowdusk Hold are the twins Dezmyr Shadowdusk and Zalthar Shadowdusk. They have remained close throughout life and undeath, and might have led their mortal family skillfully if circumstances had played out differently.
The twins are devoted to each other and are obsessed with returning their family to prominence and ultimately seizing control of Waterdeep.
Exploring This Level
All location descriptions for this level are keyed to map 22.
The following features apply throughout Shadowdusk Hold unless otherwise noted in an area’s description:
- The hold consists of three tiers. Ceilings in rooms and hallways are 15 feet high unless stated otherwise. The floors are smooth stone polished to a mirror finish.
- Any humanoid that dies in Shadowdusk Hold rises from its corpse
1d4 hours later as a will-o'-wisp under the DM’s control. Castingdispel evil and good on the corpse before the will-o'-wisp forms prevents such an occurrence, as does bringing the body out of Shadowdusk Hold or into the area of ahallow spell. - Sconces throughout Shadowdusk Hold flicker with torchlight created by
continual flame spells. These magic torches are set in upside-down sconces, and their magical flames point downward.
Tier 1
The uppermost tier of Shadowdusk Hold closely resembles the style and architecture of the family manor in Waterdeep before it was destroyed. This section of the hold resembles a mausoleum. The Far Realm’s influence on this tier is faint.
Two members of the Shadowdusk family reside here: a wizard named Melissara Shadowdusk and her mad husband, Derrion.
1. Grand Foyer
The stairs from level 21 descend to a grand entry chamber that contains the following features:
Pillars. Pillars support the 40-foot-high, vaulted ceiling.
Grells. Six Grell float behind the pillars to the north. The grells attack visitors and can use their tentacles to open and close doors as needed.
Apparitions. Spectral images of dead servants and adventurers occasionally fade into view, wander the hall, then fade away. These images are harmless regional effects created by Halaster (see “area Halaster’s Lair").
Statues. Statues depicting two well-dressed humans stand in alcoves to the south.
The statues show the Shadowdusk twins, Zalthar and Dezmyr, as they appeared in life. Zalthar’s statue is in the west alcove and stands 6 feet 11 inches tall. Dezmyr’s statue to the east stands 6 feet 3 inches tall. An inscription on the bottom of each statue identifies its subject.
2. Twisted Gallery
Bas-Reliefs. The curved walls are lined with bas-relief carvings, and plaques mounted beneath them tell the story of a forgotten Waterdavian family.
Statues. Two 9-foot-tall statues stand on raised platforms in alcoves to the north and south.
The bas-reliefs carvings depict Arandraya, Maelweene, and Yarlithra Shadowdusk negotiating trade deals in Waterdeep, exploring Undermountain in their free time, pouring treasure into family coffers, and giving a black tablet to their brother, Xerrion. The carvings go on to show the original Shadowdusk Hold (in Waterdeep) on fire, Xerrion Shadowdusk escaping into Undermountain with the black tablet, the creation of a new Shadowdusk Hold in the dungeon’s depths, Xerrion’s marriage to Lady Margaraste, and the married couple stepping through a gate of tentacles into the Far Realm.
A successful DC 15 Intelligence (
The statue to the north depicts Lord Xerrion Shadowdusk, a male human of middle age with regal bearing and sharp features. The south statue depicts Lady Margaraste Shadowdusk, a middle-aged female human with long, curly hair and a kind smile. An inscription on the bottom of each statue identifies its subject.
3. West Wing
Four Nothic lurk in the northern arm of this L-shaped gallery, poring over wall carvings and chattering to themselves. Beyond the nothics, a staircase descends 50 feet to area tier 2.
The nothics are puzzled by the carvings, which depict various deceased members of the Shadowdusk family. They attack intruders on sight.
4. Decayed Quarters
This suite of chambers has been destroyed by the creatures now in residence here, all traces of the rooms' previous purposes obliterated.
4a. Grell Nest
A hive-like nest with multiple dark openings fills the southern half of this room. Seven Grell lurk inside the wet, papery nest and emerge from it to attack intruders.
4b. Mad Creature
Nothic. A nothic squats near the east wall, frantically scratching at the stone.
Scrawls. Scrawled exhortations in Deep Speech and Undercommon cover the walls, floor, and ceiling.
The nothic used to be an apprentice mage named Rhamagant, who served as Vertrand Shadowdusk’s assistant (see area area 17 for more information about Vertrand). The nothic remembers nothing of its previous life and fights only in self-defense. A character who questions the nothic in a language it understands can glean the following useful information amid its mad ravings:
- This level of Undermountain is called Shadowdusk Hold, and it has three tiers.
- The deeper into Shadowdusk Hold one goes, the closer one gets to the Far Realm.
- There’s a secret room on each tier.
The nothic knows the locations of all the secret doors leading to the secret rooms in Shadowdusk Hold (areas area 11, area 23b, and area 37). Any character who can communicate with the nothic can, with a successful DC 20 Charisma (
5. Storeroom
Cold. This chamber is kept magically cold.
Shelves. Shelves line every wall, all of them stacked with wine, ale, and perishable food.
Casks. Several wooden casks of drinkable water stand along one wall.
6. Kitchen
Furnishings. This room contains an iron stove, three wooden tables for preparing food, and a cupboard holding silver utensils and dishware.
Unseen Servants. Four Living Unseen Servant (see appendix A) prepare meals on command and use brooms to sweep the floor.
7. Derelict Shrine
An incomplete statue partially hewn from marble stands in the middle of the area. The stone is carved into the rough shape of the god Torm. Someone who succeeds on a DC 15 Intelligence (
8. Nothic’s Niche
Fissure. A nothic hides in a 5-foot-wide natural fissure in the 20-foot-high ceiling.
Furnishings. A rectangular stone table with ten chairs stands at the center of the room. The table and the floor around it are strewn with debris from the crumbling ceiling.
Tapestry. A great tapestry covers the west wall. It depicts a noble wedding inside a vast chamber that has shadowy tentacles sprouting from its dark corners.
The nothic uses the fissure in the ceiling as a private lair. It observes intruders and uses its Weird
Treasure
Stashed on a shelf inside the nothic’s ceiling niche are 15 pp and 200 gp in a leather sack, and a
The tapestry depicts the ghastly wedding of Xerrion and Margaraste Shadowdusk. It is worth 750 gp and weighs 50 pounds.
9. East Wing
Drifting Light. A visible will-o'-wisp drifts through this long, L-shaped gallery.
Carving. An alcove in the corner of the L bears a relief carving of Shadowdusk nobles being paid respect by the common folk.
Stairs. A staircase at the end of the north arm of the gallery descends 50 feet to area tier 2.
The will-o'-wisp serves Melissara in area area 10a. It wanders from one end of the hall to the other, waiting for her summons, but turns
10. Noble Quarters
This suite belongs to Melissara Shadowdusk, a distant cousin of the Shadowdusk twins, and her deranged husband, Derrion.
10a. Melissara’s Chamber
Melissara. A middle-aged woman (Melissara Shadowdusk) sits in an easy chair in the northeast corner, reading and muttering to herself.
Other Furnishings. A canopied bed and an armoire stand against the south wall, and a silk curtain obscures a corridor to the north.
Secret Door. A secret door in the east wall opens into Melissara’s study (area area 11).
Melissara has so far managed to escape the horrible insanity that besets the rest of her family, but she can sense that her mind is slowly being eroded by contact with the Far Realm. Fearing that her descent into madness is inevitable, she lives in a state of self-imposed exile and chooses to remain in Shadowdusk Hold despite every instinct telling her to flee.
Melissara is a human archmage, with these changes:
- Melissara is neutral.
- She speaks Common, Deep Speech, Draconic, and Dwarvish.
- She has the
dimension door spell prepared instead ofbanishment .
If the characters address her in a civilized manner, Melissara listens to what they have to say. She then implores them to destroy Dezmyr and Zalthar before they can enact their plan to conquer Waterdeep, not realizing that death knights are not so easily vanquished. Melissara asks that she and Derrion be left out of the ensuing conflict and provides the following information to the characters in good faith:
- All members of the Shadowdusk family have, to some extent, been corrupted by the Far Realm. To the best of Melissara’s knowledge, the damage is irreparable.
- Other family members living in Shadowdusk Hold include Melissara’s three cousins: the wizards Berlain, Cassiok, and Vertrand.
- Dezmyr and Zalthar are death knights that dwell on the lower tiers of Shadowdusk Hold. Contact with the Far Realm has given Dezmyr the ability to warp reality to a limited extent. Zalthar has no such ability but wields a sword that drains souls.
- The lowest tier of Shadowdusk Hold is home to a blue dracolich in league with the death knights. (Melissara knows the dracolich’s phylactery is hidden somewhere in Shadowdusk Hold, but doesn’t know where.)
If the characters have no interest in conversing with Melissara, she uses
Treasure
The armoire holds fine clothing and a wooden jewelry box containing a pair of matching gold bracelets (250 gp each), a gold-and-pearl necklace (1,250 gp), and the key to the strongbox in area area 10b.
10b. Derrion’s Chamber
Derrion. A middle-aged man with a scarred face (Derrion Shadowdusk) is pacing about the room anxiously.
Furnishings. These include a simple bed to the west, a dresser filled with clothes to the east, and a weapon and armor rack.
Derrion enjoys killing unwelcome visitors. He is a human champion (see appendix A), with these changes:
- Derrion is chaotic evil.
- He speaks Common and Deep Speech.
- Derrion stores his weapons and plate armor on the equipment racks. If he doesn’t have time to don his plate armor, he makes do with a chain shirt (AC 15).
Derrion accompanies Melissara whenever she leaves their suite, fearing that she will come to harm without his protection. He lives in constant fear that adventurers might invade Shadowdusk Hold and lay waste to it. Prolonged exposure to the Far Realm has made him sleep-deprived and irritable. His eyes are bloodshot, and he hears whispers of things that aren’t real. Only Melissara can control his inexplicable rage toward visitors.
Treasure
Under the bed is a locked strongbox containing 200 pp and 1,000 gp. The key in area area 10a unlocks the strongbox, which can also be opened with a
11. Melissara’s Study
Bookcase. A long bookcase with glass doors takes up much of the north wall (see “Bookcase” below).
Desk. A sturdy writing desk covered in stacks of parchment stands against the east wall (see “Desk” below).
Workbench. A workbench near the south wall holds a set of alchemist’s supplies.
Bookcase
The bookcase’s glass doors aren’t locked.
Treasure
The case holds texts on various arcane subjects, focusing on evocation magic and planar travel. Three of the texts are valuable (100 gp each). They are titled Tenebrous and the True Path to Lichdom, Musings of a Planar Traveler, and Touched by the Far Realm: A Wizard’s Lamentable Descent into Lunacy. Tucked among these mundane tomes is Melissara’s spellbook, which bears the (right side up) Shadowdusk family crest on the cover and contains the spells Melissara has prepared, plus
Desk
The desk holds an orderly stack of notes. Half of the notes detail meticulous magical experiments and studies regarding the nature of the Far Realm. The other notes are nonsensical ravings that hint at a fractured mind slowly coming undone.
The bottom drawer is sealed with an
The journal details Melissara’s unease with her family, as well as her growing fear of losing her mind and soul to the Far Realm. She seems desperate to use her writings in the journal as a touchstone to her own mind.
12. Lounge
Tapestry. A beautiful tapestry covers the west wall (see “Treasure” below).
Furnishings. Several sitting areas with comfortable chairs and side tables are arranged about the room. An empty bottle of fine wine stands on an end table next to a used wineglass.
Secret Door. A secret door in the north wall opens into Melissara’s study (area area 11).
Treasure
The tapestry depicts the original Shadowdusk Hold, an impressive villa overgrown with ivy that stood in Waterdeep’s Sea Ward until it was burned to the ground. The tapestry is worth 250 gp and weighs 50 pounds.
13. Walking Dead
Zombie. A human zombie in rotting, soiled robes shuffles back and forth through the room. A powerful stench of decay accompanies it.
Furnishings. Moldy furnishings include a bed, a desk strewn with yellowed papers, and a barren bookshelf.
The zombie is what remains of Zail Ephram, a human wizard and adventurer who was killed in Shadowdusk Hold. Melissara Shadowdusk (area see area 10a) used an
The papers on the desk are architectural drawings. Characters who spend 1 hour studying the drawings can piece together accurate maps of tiers 1 and 2 of Shadowdusk Hold, except for secret doors and areas hidden behind them.
14. Training Room
Mannequins. Two wooden practice dummies stand near the east and west walls.
Racks. A weapon rack and an armor rack hang on the north wall, one to each side of the doorway.
Mats. Canvas mats stuffed with straw are spread out to create a sparring area in the middle of the room.
The armor rack contains two shields and two suits each of leather, studded leather, chain shirt, and plate armor. The weapon rack contains one matched pair each of longswords, daggers, battleaxes, quarterstaffs, warhammers, and spears.
15. Fountain
A low-walled marble fountain with a statue of an aboleth as its centerpiece dominates the room. Water spills from the aboleth’s mouth and splashes noisily into the stone basin. Drain holes in the basin’s rim prevent overflow.
Treasure
A
Tier 2
Stairs from area areas 3 and area 9 lead down 50 feet to area tier 2. Vertrand and Berlain, two thoroughly corrupt and evil members of the Shadowdusk family, inhabit this tier.
Barely perceptible whispers can be heard throughout the tier, and shadowy forms constantly writhe and recoil at the corner of each character’s eye.
16. Arcane Sanctum
Three
16a. Burned Library
Berlain (see area area 18b) lost her temper here a tenday ago and used multiple
Burned Shelves and Racks. The walls are lined with burned bookshelves and scroll racks.
Charred Furnishings. The charred remains of three padded chairs and three coffee tables lie atop badly burned rugs in the middle of the floor.
16b. Laboratory
A workbench along the west wall of this area is covered with tools, components, and magical apparatus.
Treasure
The bench holds a set of
16c. Clean Room
Antimagic. All magic is suppressed here, as if by an
antimagic field spell.Tapestry. A tapestry on the south wall depicts a landscape of trees made of tentacles, and floating islands of rock covered with drooling mouths and bloodshot eyeballs (see “Treasure” below).
This room is used to rid objects and creatures of undesirable magical energy that might destabilize a sensitive experiment. In addition to the antimagic effect always active in the room, any creature that passes through this area has any magic items it carries and any magical effects active on it suppressed for
Treasure
The tapestry weighs 30 pounds and is worth 250 gp (assuming the characters can find a buyer who appreciates its disturbing, otherworldly imagery).
17. Vertrand’s Room
Vertrand. A bald, elderly man (Vertrand Shadowdusk) sits at a writing desk to the north, his back to the doorway.
Bed. A simple bed stands against the south wall.
Tapestry. A tapestry hanging on the east wall depicts noble members of the Shadowdusk family, their features distorted in unnatural and frightening ways. (Close examination reveals that the tapestry has been damaged by mold, rendering it worthless.)
Vertrand has smooth flesh where his eyes should be, for he surrendered his ocular orbits to a Far Realm entity in exchange for
Vertrand is a human archmage, with these changes:
- Vertrand is chaotic evil and speaks Abyssal, Common, Deep Speech, and Undercommon.
- He has
blindsight out to a range of 60 feet, but is blind beyond this radius. - He has the
confusion spell prepared instead ofbanishment .
Vertrand’s desk holds writing implements and handwritten notes written by Vertrand before he lost his eyes. The notes are difficult to follow and require a successful DC 20 Intelligence (
Treasure
Vertrand’s spellbook is in the desk’s top drawer. It contains all the spells he has prepared, plus
18. Berlain’s Suite
A horribly disfigured mage named Berlain Shadowdusk claims these chambers.
18a. Study
Furnishings. A black stone desk stands to the south. Next to the desk is a slender stone lectern with an open book resting on it.
Tapestry. A tapestry covering the east wall shows a tentacled creature from nightmare stuffing a number of naked, terrified humanoids into its black maw.
Berlain’s notes, strewn across her desk, are a blend of arcane esoterica and insane pronouncements. All of it paints a picture of horrific experiments performed on living humanoids. A recently scrawled annotation laments a lack of fresh subjects that is stalling her work.
Treasure
Berlain’s spellbook rests atop the lectern. It contains all the spells she has prepared, plus
The tapestry weighs 40 pounds and is worth 250 gp (assuming the characters can find a buyer who appreciates its disturbing imagery).
18b. Bedchamber
Furnishings. A chest of drawers and a bed heaped with pillows stand along the west wall. A sitting area with comfortable chairs is set up against the east wall.
Monsters. A mutated humanoid (Berlain Shadowdusk) sits on the edge of the bed, patching gashes in her robe. Floating nearby are two Grell.
A little over a year ago, Berlain and her brother Korva briefly entered the Far Realm, whereupon they became fused into a single physical form. This merging obliterated most of Korva’s body and personality, leaving Berlain with an extra mouth and an extra set of arms that once belonged to her brother. She also inherited a few of his internal organs and personality traits. She can speak using one or both of her mouths.
Berlain has dirty blonde hair, piercing dark eyes, and two mouths where one would normally be—one below the other, canted at an angle. Sprouting from her misshapen shoulders are two pairs of arms—her original limbs above those of her brother. She wears a poorly stitched robe made from other garments and designed to fit her mutated form.
Berlain has a close kinship with Vertrand, and the two wizards work well together. Berlain has no interest in forging alliances with visitors and tries to capture intruders for use as experimental subjects.
Berlain is an archmage, with these changes:
- Berlain is a chaotic evil aberration who speaks Common, Deep Speech, Grell, and Undercommon.
- She has the
polymorph spell prepared instead ofbanishment . - As a bonus action, she can use her extra mouth and arms to cast any cantrip she has prepared.
The grells serve as Berlain’s valets, and she communicates with them in their own language. The grells try to grapple and subdue intruders on sight.
Treasure
The chest of drawers contains torn-up scraps of clothing. In the bottom drawer is an unlocked coffer containing 300 gp, a polished crystal orb carved to look like a glistening doppelganger eyeball (usable as an arcane focus), and a
19. Shadowdusk Hold Fresco
This chamber is empty except for a dusty fresco on the north wall. Measuring 30 feet long by 15 feet tall, it depicts a stately, ivy-covered mansion and estate that once stood in Waterdeep—the original Shadowdusk Hold.
Situated in small niches that form the mansion’s windows are tiny, 3-inch-tall painted wooden busts representing members of the Shadowdusk household circa 1355 DR. Characters who have seen other depictions of Arandraya, Maelweene, Yarlithra, and Xerrion Shadowdusk recognize their tiny likenesses alongside the busts of other family members and servants. Two window niches are noticeably empty, because Zalthar has removed the busts within (area see area 34a).
20. Pillared Hall
Stone pillars support the flat, 40-foot-high ceiling. Every sound here is amplified, such that even a whispered voice or soft footstep can be heard throughout areas 20a, 20b, and 20c. Dexterity (
20a. Central Chamber
Guards. Five
invisible Will-o'-Wisp patrol this area.Dais. Five steps lead to the top of a stone dais, at the back of which is a set of gold-plated double doors that open into area area 22.
If visitors arrive unannounced, the Will-o'-Wisp become visible and impatiently question the new arrivals. Characters must present a plausible reason for their presence and succeed on a DC 20 Charisma (
20b. West Atrium
Five Nothic hide behind the pillars in this area. They fight alongside the Will-o'-Wisp in area area 20a but avoid combat otherwise. If the characters attack the nothics, any Will-o'-Wisp in area area 20a come to the nothics' aid.
20c. East Atrium
This side chamber is unoccupied.
21. Parlor
Simple yet comfortable furniture is set around this dusty parlor, which has not seen much use in recent years. A sideboard standing against the northwest wall has a large, steel-framed mirror mounted above it.
22. Torm’s Shrine
Altar and Fresco. Three steps ascend to an alcove holding a stone altar. The wall behind the altar bears a fresco of a large white gauntlet (the symbol of Torm).
Statues. Standing in the “tips” of the crescent-shaped room, flanking the altar, are a pair of life-size stone statues that depict human paladins clad in plate armor. (The statues resemble Dezmyr Shadowdusk and Zalthar Shadowdusk as they appeared when they were alive.)
23. Meditation Rooms
Shadowdusk family members use these rooms for silent reflection and contemplation.
23a. Outer Sanctum
Soft cushions and woven mats adorn the floor of this fragrant room. Brass censers hold cones of unlit incense. A secret door in the southeast wall leads to area area 23b.
23b. Black Crystal Tablet
This chamber contains no light sources and is unnaturally dark. Any bright light that shines into this room or inside it is reduced to dim light, and dim light is reduced to darkness.
A stone table rests against the wall opposite the door. A tablet made of black crystal inscribed with strange writing rests on the table. The tablet is cold to the touch, and its writing appears to writhe.
Treasure
Xerrion Shadowdusk originally used the tablet to contact beings of the Far Realm. Other family members have used it for similar purposes over the years. It weighs 11 pounds and measures 7 inches wide, 13 inches tall, and 2 inches thick.
The
As an action, a creature attuned to the
24. Nothic Warrens
This wing of Shadowdusk Hold serves as the home of family members whose mad thirst for arcane knowledge transformed them into Nothic.
24a. Communal Area
Twelve Nothic gather here and glare suspiciously at strangers while spouting nonsense among themselves. If the characters do anything to startle the nothics, they attack; otherwise, the nothics let characters pass through this room unmolested.
24b. Peek-a-Boo
Two Nothic cower beneath mounds of rotting tapestries piled against the east wall. The nothics sheepishly observe passersby and avoid combat.
24c. Rotting Refuse
The Nothic throw garbage here, including the half-eaten corpses of rats, bats, and other vermin. The shredded remains of a tapestry depicting the city of Waterdeep hang on the south wall.
25. Abandoned Chamber
This room served as quarters for members of the Shadowdusk family until they became nothics. Nothing remains except for splintered furniture and a shredded, unidentifiable tapestry hanging on the west wall.
26. Hoarded Secrets
The Nothic steal books and store them in this chamber, the features of which are as follows:
Tapestry. A tapestry depicting silhouetted figures standing before a starry sky covers the west wall.
Towers of Books. Stacks of books are set around the room, some rising almost to the ceiling.
Treasure
A search of the stacks turns up four profoundly philosophical texts worth 250 gp each to an interested sage. Their titles are Patterns in the Tapestry of Time, The U’keth Prophecies, Whispers of a Bygone Truth, and Tales of Existential Dread.
The tapestry features a stunning night sky set with pearls and diamond chips as stars, but the constellations match none known in Faerûn. The tapestry is worth 2,500 gp and weighs 30 pounds.
27. Privy
This room contains several filthy latrine stalls and is caked in waste. The Shadowdusks use chamber pots that the nothics empty into this area. The nothics use the privy with no regard for its condition.
28. Legacy of Xerrion
Two sets of double doors lead to this hall, and opening either set alerts the creatures on guard here. The hall’s contents are as follows:
Slaadi. Four
invisible Death Slaad stand guard next to the northernmost pillars. The slaadi serve at the pleasure of Dezmyr and Zalthar, and they attack intruders on sight.Fresco. Two stone benches arranged side by side in the middle of the hall face a colorful fresco on the north wall. The fresco, 30 feet long by 15 feet tall, depicts a slender, middle-aged human wizard (Xerrion Shadowdusk) standing before a magic portal with tentacles pouring out of it. The wizard is smiling, and clutched in his arms is a black crystal tablet.
29. Landing
Statue. To the north is a 10-foot-tall statue of a grimacing man being crushed to death by stony tentacles erupting from the floor.
Stairs. To the south, a spiral staircase descends 50 feet to area area 30a.
Tier 3
The unnatural corruption of the Far Realm pervades the deepest level of Shadowdusk Hold. Any creature other than a denizen of the hold that finishes a long rest in this tier must make a DC 15 Wisdom saving throw. On a failed save, the creature gains no benefit from the rest and is afflicted with a random form of long-term madness (see “Madness” in chapter 8 of the Dungeon Master’s Guide).
30. Lower Halls
The staircase from area tier 2 ends before these halls, which look older than the rest of Shadowdusk Hold.
30a. Shadowdusk Hall
House Crest. Set into the middle of the floor is a 20-foot-diameter disk of purple stone, inscribed upon which is the Shadowdusk crest: a lit torch with three trailing embers, its orange flame pointed toward the double door to the west.
Mosaics. The 40-foot-high, vaulted ceiling bears peeling mosaics of cloudy, dramatically lit skies.
Scorch Marks. The walls and pillars have numerous scorch marks.
Statues. Four 8-foot-tall statues of human nobles stand in wide alcoves to the north and south.
A character who succeeds on a DC 20 Intelligence (
The statues in the northern alcoves depict Arandraya and Maelweene Shadowdusk. The statues to the south depict their brother, Xerrion, and their other sister, Yarlithra. Each statue stands atop a 2-foot-high block of stone that bears an inscription of the noble’s name.
Secret Door
A locked secret door is hidden in the wall next to the statue of Xerrion in the southwest alcove. A character who examines the statue and succeeds on a DC 20 Wisdom (
30b. Family Crypts
This arched, 15-foot-high hall is lined with alcoves. Each alcove contains a dusty stone casket holding the remains of a dead Shadowdusk family member, but no treasure.
31. Approach to Madness
The Far Realm has twisted these rooms, causing the lines where floor, walls, ceiling, and pillars meet to appear warped.
31a. Warped Foyer
This chamber is lined with twisted columns that seem to change shape slightly every few minutes.
31b. Threshold of Insanity
Far Realm Proximity. A strange energy can be felt emanating from the double door to the west. The closer a creature comes to the doors, the more uneasy it feels.
Slaadi. Four
invisible Death Slaad stand in front of the double door leading to area area 32. The slaadi serve at the pleasure of Dezmyr and Zalthar, and they attack intruders on sight.Tapestry. A tapestry on the east wall depicts a group of humans twisting, warping, and melting into one amorphous, blasphemous entity.
Treasure
The tapestry weighs 50 pounds and is worth 750 gp to one who appreciates such horrid decor.
32. Far and Gone
The curving west wall of this room is a seething mass of color and sickly light—a partially breached portal to the Far Realm. Creatures can’t physically pass through the portal, but the Far Realm’s influence bleeds out into the Material Plane from this place. A character can ascertain the true nature of the portal with a successful DC 20 Intelligence (
Any creature that comes into contact with the back wall must succeed on a DC 20 Wisdom saving throw or become
33. Shrine
Zalthar maintains this area as a shrine to his sister Dezmyr. Her painted likenesses—both as she was in life and as a death knight—hang in frames on every wall.
34. Zalthar’s Chambers
Zalthar languishes in these chambers, shunning all other creatures except his sister.
34a. Zalthar Shadowdusk
Furnishings. This room is furnished with several chairs and sofas, all covered in dust and cobwebs.
Easel. A wooden easel stands in the northeast corner, draped in a black cloth. (Under the cloth, resting on the easel, is a half-finished portrait of Dezmyr as she was in life, lying nude on a bed of tentacles.)
Zalthar. Seated in a chair, facing the northern and western doors, is Zalthar Shadowdusk—a death knight in black armor. In his withered hands, he holds two tiny painted wooden figurines (busts of himself and his sister as young children, which he took from the fresco in area area 19).
The adventurers catch Zalthar in a moment of reflection, and he considers their presence an affront. He is a death knight, with these changes:
- Zalthar wields a
nine lives stealer longsword with 5 charges remaining. He has a +13 bonus to hit with the weapon. On a hit, he deals 11 (1d8 + 7 ) slashing damage, or 12 (1d10 + 7 ) slashing damage if used with two hands, plus 18 (4d8 ) necrotic damage. - He has the
locate creature spell prepared instead ofbanishment . - He speaks Abyssal, Common, and Deep Speech.
When intruders enter the room, Zalthar stands, draws his sword, and says, “Dezmyr foretold your arrival. I’ve been waiting for you.” He then tries to destroy them.
34b. Black Obelisk
This 20-foot-high room contains a single object: a 15-foot-tall, tapered obelisk of black stone situated in the middle of the room.
The Shadowdusks found the obelisk on another level of Undermountain and brought it here after subjecting it to Far Realm energies. It radiates a strong aura of abjuration magic under the scrutiny of a
Characters who have a combined Strength of 60 or higher can topple the obelisk, which is a Huge object with AC 17, 90 hit points, and immunity to poison and psychic damage. Toppling or destroying the obelisk releases a couatl trapped within. The couatl, named Tezca-Zyanya, appears in the form of a Tiny yellow frog. Using its telepathy, the disguised couatl thanks the characters for releasing it. Exposure to the Far Realm has deprived the couatl of its memories, including those that would explain its entrapment and the purpose of the obelisk.
If the party includes no evil characters, Tezca-Zyanya offers to accompany its rescuers and assist them until its services are no longer required. It continues to pass itself off as a frog until circumstances force it to reveal its true form. Trapped in the obelisk for millennia, it knows nothing about Undermountain or Waterdeep.
35. Eyes of Stone
This chamber is the only means by which characters can enter level 23 of Undermountain.
Arch. A stone arch is embedded in the east wall between the two arms of the chamber. The arch’s keystone is carved with the visage of Halaster, whose eyes follow any creature that approaches the arch.
Petrified Beholder. In the northern arm of the room, a
petrified beholder sprawls on its side on the floor.
The beholder has been here longer than the Shadowdusks. If released from its
Arch Gate to Level 23
The arch is one of Halaster’s gates (see “area Gates"). Its rules are as follows:
- If any creature touches the arch, the face shouts out in Common: “Yield magic for safe passage!” A stone arm with a flat, outstretched hand then rises from the floor before the arch. If a magic item of at least uncommon rarity is placed into the hand, it sinks back into the floor with the item, which is teleported to Halaster’s study in area 37 of level 23. The gate then opens for 1 minute. If an appropriate magic item is not placed in the hand within 10 seconds of its appearance, it points to the nearest creature that Halaster’s visage can see. That creature must succeed on a DC 22 Constitution saving throw or be
petrified . - Characters must be 17th level or higher to pass through this gate (see “area Jhesiyra Kestellharp"). The first creature to pass through the gate triggers an elder rune (see “area Elder Runes").
- A creature that passes through the gate appears in area area 1 on level 23, in the closest unoccupied space next to the similar gate located there.
36. Vacant Rooms
The Shadowdusks never visit these rooms. Characters who rest here are unlikely to be disturbed.
36a. Empty Chamber
This room stands empty.
36b. Rubble-Strewn Room
Rubble is scattered across the floor beneath a 20-foot-long, 5-foot-wide gash where part of the ceiling has collapsed.
37. Secret Room
This unlit chamber connects areas area 30a and area 38c by way of secret doors. The secret doors are readily identifiable and easily opened from inside the room.
Xunderbrok
If the word “xunderbrok” is spoken aloud anywhere in this room, a granite cone magically appears on the floor in the southernmost corner of the room. (See area level 6, area 39c, for the significance of this word.) The cone is 4 feet tall and 2 feet wide at the base. Close examination reveals that the top of the cone unscrews to reveal a hollow compartment under the cap.
Treasure
The cone’s compartment contains a
38. Dezmyr’s Chambers
Dezmyr dwells here, plotting the conquest of Waterdeep and the destruction of her family’s ancient enemies.
38a. Memento Mori
Tapestry. A large tapestry depicting the city of Waterdeep hangs on the east wall.
Skull. A charred human skull rests atop a 3-foot-high stone pedestal in front of the tapestry.
The charred skull is all that remains of Dezmyr’s mother, Yarlithra Shadowdusk, who perished in the blaze that destroyed the original Shadowdusk Hold in Waterdeep. Dezmyr keeps her mother’s skull as a memento to remind her of her ambitions and purpose.
Treasure
Examination of the tapestry reveals that all the flags flapping above the city bear the upright Shadowdusk family crest. The tapestry is worth 250 gp and weighs 50 pounds.
38b. Storage
This room contains unused furniture draped in cobwebs, including a canopied bed and a claw-footed armoire. A headless wooden mannequin in the southwest corner wears a dusty yellow ball gown more than a century out of fashion.
38c. Dezmyr’s Sanctum
Dezmyr. Dezmyr Shadowdusk (see below) stands in the middle of the room, clad in ancient armor and joined by six Wraith (her counselors).
Portraits. Dozens of framed portraits hang from hooks on the south and west walls. (The portraits represent various members of the Shadowdusk family. All the depictions are warped in subtle ways. Some of the family members have starry eyes, while others have melted flesh or tentacles sprouting from their faces.)
Fresco. A 10-foot-square, tiled fresco on the middle of the east wall depicts Dezmyr Shadowdusk and Zalthar Shadowdusk as heavily armored human paladins of Torm, riding on armored horses and brandishing shields. Zalthar’s shield is mostly hidden behind his body and horse, but displayed prominently on Dezmyr’s shield is the Shadowdusk family crest (a lit, upright torch with three embers trailing off it, set against a purple disk).
Dezmyr is so touched by the Far Realm that she speaks in riddles. As soon as one or more characters enter the room, she says, “The stars turn, and a time presents itself.” She then draws her sword and attacks, aided by the wraiths. Dezmyr is a death knight, with these changes:
- As a bonus action on her turn, Dezmyr can warp reality, undoing damage dealt to herself or another creature that she can see within 20 feet of her. The beneficiary of this warped reality instantly regains 10 hit points.
- She has the
locate creature spell prepared instead ofbanishment . - She speaks Abyssal, Common, and Deep Speech.
Secret Door
Set into the east wall, north of the fresco of Dezmyr on horseback, is a locked secret door. Any character who studies the fresco and succeeds on a DC 20 Wisdom (
39. Dracolich’s Phylactery
The Far Realm has warped the fabric of this chamber and its current occupant. The contents of this 20-foot-high room are as follows:
Undulations. The walls and pillars undulate and bulge, as though the stone were amorphous. (The effect is unnerving but harmless.)
Statue. A deep alcove in the north wall contains a life-size statue whose human features seems to change every few seconds (see “area Morphing Statue” below).
Cassiok and Pet. Facing the statue with its back to the rest of the room is a black-robed creature (Cassiok Shadowdusk) leaning heavily on a staff. Next to Cassiok is his loyal pet, a grick alpha, and an
invisible gray slaad that serves as his valet.
Cassiok Shadowdusk is a middle-aged man transformed by prolonged exposure to the Far Realm. Although his head remains human, his body is that of a giant beetle that walks on its hind legs.
Cassiok is an archmage, with these changes:
- He is a chaotic evil aberration who speaks Common, Deep Speech, Infernal, and Undercommon.
- He has the
phantasmal killer spell prepared instead ofbanishment . - He wears the gray slaad’s control gem (a fist-sized gray gem) on a chain around his neck.
- He wields a
staff of power that grants him a +2 bonus to Armor Class, spell attack rolls, and saving throws. His insectoid physiology prevents him from making melee attacks with the staff.
Cassiok is insane and attacks anyone who isn’t a member of his family. The grick and the gray slaad defend him. If reduced to 20 hit points or fewer, Cassiok uses his next action to break his
Morphing Statue
A
Without significantly changing its mass, the statue shifts form every few seconds, becoming various members of the Shadowdusk family and, every so often, depicting Halaster Blackcloak or other humanoid creatures that have come into contact with it over the years. When a humanoid creature touches the statue, it temporarily morphs into that creature before assuming one of its other forms. Regardless of the form the statue takes, its features are slightly deformed, as though carved by an inept sculptor.
Phylactery
Embedded in the heart of the statue is a black sapphire the size of an apple. This gemstone is worth 5,000 gp and serves as the phylactery of Lynnorax the dracolich (see area 40). If the dracolich is slain, its life force becomes trapped in the jewel until it can possess another dragon corpse and rise again. The gem is destroyed if subjected to the fiery breath of an ancient red or gold dragon; it is otherwise impervious to damage. The statue containing the gemstone is a Medium object with AC 17, 40 hit points, and immunity to all damage except force damage.
Treasure
In addition to his
40. Lynnorax’s Lair
Ceiling. This room has a 40-foot-high, domed ceiling.
Dracolich. Lynnorax, an adult blue dracolich, faces the double door to the east and exhales lightning in that direction as soon as it sees intruders.
Pillars. The four pillars that buttress the ceiling are carved out of black crystal and inscribed with arcane runes.
Lynnorax fights without fear, knowing that its phylactery (hidden in area 39) will preserve its life force if its skeletal body is destroyed.
A
The dracolich loses the pillars' protection it leaves the room, so it prefers to fight here.
Each pillar is a Huge object with AC 13, 60 hit points, and immunity to poison and psychic damage. Destroying a pillar reduces the dracolich’s damage threshold by 10.
41. Shadowdusk Vault
The Shadowdusks store their family’s wealth here. The walls climb 15 feet vertically before angling inward, coming to a point 30 feet above the floor. The room’s contents are as follows:
Hoard. Treasure is piled in the middle of the room.
Statues. Three statues stand in shallow alcoves. Each depicts a monstrously warped humanoid.
Each statue is roughly 6 feet tall and shows a human figure in robes, standing with arms outstretched. Each one has been warped by the power of the Far Realm:
- The western statue has a mass of tentacles where a normal creature’s head would be.
- The face of the southern statue has been replaced with a chisel-toothed maw, and its arms resemble oily pseudopods. The head of the eastern statue has begun to flow and melt, but it is still recognizable as Halaster.
Treasure
The treasure hoard consists of the following:
- 2,200 pp, 24,800 gp, and 14,000 sp
- Three gemstones amid the coins: a topaz (500 gp), a star ruby (1,000 gp), and a jacinth (5,000 gp)
- A tiny, incandescent blue sphere easily mistaken for a magic gemstone (actually an
ioun stone, insight ) - A child’s rocking horse, half scorched by fire, with a gold music box (750 gp) tucked in a small compartment under the hinged saddle
Aftermath
Any humanoid member of the Shadowdusk family killed on this level returns as a will-o'-wisp unless certain precautions are taken (see “area Exploring This Level").
If Zalthar and Dezmyr are destroyed, they eventually re-form as death knights are wont to do. Their ambition and hatred burn too fiercely for them to be able to give up their dreams of conquest, and they are too corrupted by the Far Realm to be redeemed.
If they return to find the rest of their family destroyed, the death knights expand their hatred to include the adventurers who dared oppose them. Out of desperation, the twins try to forge alliances with other denizens of Undermountain, such as the drow of House Auvryndar or House Freth, the mind flayers of Seadeeps (level 17), or the cult of Shar in Vanrakdoom (level 18). If no such allies remain, Dezmyr and Zalthar look deep into the Underdark and the Far Realm, drawing forth aberrant horrors by offering them promises of a new life in Undermountain.