A Dungeon of Graves Bestiary

Authors: John Stater, Gary Schotter and Jeff Harkness Editor: Dawn Fischer, Jeff Harkness, Skeeter Green,
Developer: Bill Webb Layout and Graphic Design: Charles A. Wright
Producers: Bill Webb and Charles A.Wright Front Cover Art: Charles A. Wright

FROG GOD GAMES IS

CEO Staff Editor
Bill Webb Dawn Fischer

Creative Director: Swords & Wizardry V.P. of Marketing & Sales

Matthew J. Finch Rachel Ventura

Creative Director: Pathfinder Art Director

Greg A. Vaughan Charles A. Wright

Mr. Wolf
Skeeter Green

©2012 Bill Webb, Frog God Games & Necromancer Games. All rights reserved.
Reproduction without the written permission of the publisher is expressly forbidden. Frog God Games and the
Frog God Games logo is a trademark of Frog God Games. Necromancer Games and the Necromancer Games
logo is a trademark of Necromancer Games. All rights reserved. All characters, names, places, items, art and
text herein are copyrighted by Frog God Games, Inc. The mention of or reference to any company or product
in these pages is not a challenge to the trademark or copyright concerned.

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 A Monster for All Occasions
After having worked on converting the 400 or so levels of Rappan The hermit also has a rope rigged up that can open the portcullis and
Athuk (there were, like, 400 of them, right … it felt like 400), it’s easy release the albino cave spiders. Once they feed, they usually head back
to get the idea that the Dungeon of Graves is a world in and of itself. Of into their tiny cave, for they are partially trained by the hermit.
course, a party of lusty plunderers could certainly spend their entire lives The hermit’s treasure chest contains some soiled, old fashioned
(which may indeed be nasty, brutish and short) exploring the myriad halls, garments, a rather nice velvet fez, 270 copper pieces, 71 silver pieces and
chambers and caverns of Rappan Athuk, but there’s no reason you can’t 30 gold pieces.
drop this megadungeon of megadungeons into your own campaign world
(provided you also have room for the Demon Prince of the Undead and a
few other assorted luminaries among the underworld set).
With that in mind, we, the fine followers of the Frog God, provide some Amalgamation
ideas for integrating some of the new monsters introduced in this tome
into your own world. This booklet contains Swords & Wizardry stats of Hit Dice: 30
the monsters and sample lairs that you can nab when you’re short on ideas. Armor Class: –3 [22]
Without further ado … the monsters! Attack: Up to five attacks: slam (2d6) or by weapon
Saving Throw: 3
Special: Item use, swarm attack 10d6, half damage from

Albino Cave Spider weapons, immunities

Move: 3/18 (flying)
Alignment: Neutral
Hit Dice: 1d4 hp Challenge Level/XP: 32/8,000
Armor Class: 2 [17]
Attack: Bite (1d3 plus poison) The amalgamation is a special creation used by certain ancient
Saving Throw: 18 spellcasters to defend their hordes and treasure vaults—for even should
Special: Poison the guardian fall, most of the items being guarded would be destroyed,
Move: 9/3 (climb) and hence not fall into enemy hands. The creature is composed of a large
Alignment: Neutral number of magical and mundane items, and it can use any of them to
Challenge Level/XP: B/10 attack. Because of its magical nature, the amalgamation can even wield
magic items such as wands without penalty. The amalgamation resembles
The albino cave spider is a hunting spider, preferring to lurk on the tops and a vortex or cloud of items 20 ft. in diameter, swirling within a shimmering
sides of toadstools then leap or drop onto prey. It injects its venom, scurries field of energy. The precise appearance of the construct depends on the
away, and waits for the poison to do its work. Once the victim has turned into items that comprise its bulk.
glowing ooze, it returns to feed. The albino cave spider normally feeds on The amalgamation can use any items contained within its bulk, and
normal and dire rats, but it attacks anything that comes within range. it can activate and use up to five items per round. It can therefore attack
The albino cave spider has dangerous venom that shares certain with weapons, activate magic items, hurl flaming oil, or slam random
properties with green slime. The poison does 1d4 points of constitution objects against opponents. When activating magic items, it is considered
damage on a failed saving throw. Further, if the saving throw fails, the to be using them as if a person of the required class. Unless instructed
venom has established a foothold in the victim’s system, and continues to otherwise, the amalgamation uses items at random. However, it does not
require saves (once per hour) until cured. The poison converts living tissue target them randomly—it uses them with care and precision, as if it had
into a phosphorescent blue pus-like substance. Victims whose constitution a genius intellect. Items with limited uses, such as scrolls and wands, are
scores reach 0 die, and the metabolic process accelerates until the entire expended normally.
body save the bones and a thin shell of skin remain. Infected body parts The amalgamation can move over enemies and damage them with the
have a strange, squishy feeling, and pressing on infected wounds draws flying weapons and objects composing its bulk. It does this simply by
forth minty, blue-glowing goo. The cave spiders are attracted to the moving over its victims. Anyone within the amalgamation takes 10d6
odor of this goo, for it is the substance that they subsist on; typically, an points of damage per round, with a saving throw allowed for half.
infected victim draws more spiders that wait until the victim succumbs The amalgamation is immune to all spells and supernatural powers
before moving in and feasting. except the following: dispel magic deactivates magic items; anti-magic
shell causes it to subside into quiescence for 1d4+1 rounds, during which
time it is considered helpless.
The Crabby Hermit and His Pals Treasure: An amalgamation should incorporate at least one magic item
per hit die. Once it is destroyed, there is a flat 70% chance that a given
A cluster of 3-foot-tall purple toadstools provides a bit of cover for item has been destroyed or disenchanted—assuming the item was not
the entrance to a rather dingy cave system. The entry cavern is damp and already expended in battle.
smells of rotting vegetation. There are two small caverns attached to this Construction: The creation of an amalgamation is a process lost to
one. One 10-foot-diameter opening is blocked by a crude portcullis of time. In addition to the magic items, another 100,000 gp in components
wood and leather and contains a small pool of brackish water and houses must be expended to summon the necessary binding forces, and multiple
4 albino cave spiders. wish spells are required to anchor the forces together.
The other cave is reached by traversing a 30-foot-long tunnel that
descends about 20 ft. deeper into the earth. The tunnel is lined with
skeletons of various creatures (mostly humanoid) that are covered with What They Left Behind
dry, parchment-like skin. The tunnel leads to a cavern about 25 ft. long
and 15 ft. wide that is home to a mad hermit. The cave is furnished with a Stepping into the ruined town, characters are initially struck by the
few tattered pelts and furs, a couple of crooked stools and a rather ornate serenity. The houses, all of fine, dark, polished wood and pristine plaster,
(though tarnished) iron chest with a simple rusty lock. look as though their masters had just vacated them that morning. The
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 A dungeon of graves bestiary
streets of dark green paving stones and gleaming white posts (set in the The “bride” – a barrow wight – hides in the gazebo, awaiting a wedding
middle of the streets—what use could they have been put to?) are neatly day that will never come. She still watches over the fickle suitor who left
swept. The center of the town, where once rose the University of the Six her at the altar. She wears a mold-encrusted veil and carries a bouquet of
Astrologomages, bears witness to the reason for the town’s vacancy. dead flowers. The dead woman in the niche is also a barrow wight under
Where once stood a grand old castle entwined with ivy, copper domes the bride’s control. The jealous bride and her most recent kill focus their
shining in the morning sun, dim witchlights of tenne and silver lazily attacks on women entering the tomb.
circling the walls at night, there is naught but a crater—not smoking, mind
you, but barren and lifeless, the entrances to a few catacombs and sub-
basements now bared to the light of day.
These catacombs contain trouble enough, of course, and hide many
secrets, but they are not the only adventure in town. About one block from
Beetlor
the university, next door to the beerhouse and across from the scriptorium, Hit Dice: 8
stood the shop of a master wand carver. Armor Class: 1 [18]
The shop is quite strange. From the outside, it is two stories tall. Attack: 2 claws (3d4) and bite (1d10)
Walking through the hawthorn door, PCs find themselves on the second Save: 8
floor of a three-story space. A stair runs around the four walls, giving Special: Confusion
access to wall after wall of shelves holding finished wands and chunks of Move: 6/3 (burrow)
wood destined to become wands. Many of the shelves have been cleared, Alignment: Neutral
though, their contents lying on the floor alongside smashed jars, old Challenge Level/XP: 9/1100
papers and woodcarving tools.
A door in one wall on the bottom floor leads to the wand carver’s private Beetlors are subterranean, insectoid predators. They have shiny, orange
study and workroom, and to a secret stair that leads up to the top floor of carapaces and yellowish underbellies. Their claws are harder than steel,
the building, where the wand maker resided with his daughter. The door allowing them to burrow through stone. Sentient creatures that look into a
is guarded by an amalgamation, one of the last remaining inhabitants of beetlor’s multi-faceted eyes must pass a saving throw or be confused (as
the old college town. the spell) for 3d4 rounds. Beetlors have their own language.

Barrow Wight If You Can’t Beat’Em . . .

An old man races through Taharath’s streets, dressed in dirty yellow
Hit Dice: 6 underclothes and a shiny orange cape. He has bushy eyebrows and a white
Armor Class: 3 [16] beard that flows to his midsection. His hair is mostly gone. On his feet
Attack: Slam (1d4 + energy drain) are wooden shoes with six yellow claws sticking out the front. He wears
Saving Throw: 11 leather gloves adorned with four claws each. He slams the gauntlets into
Special: Level drain, insanity gaze rock walls as he races by, wincing in pain but determined. Percy Marot
Move: 12 is little threat, but his rants draw smirks. He shouts that his “house is
Alignment: Chaos movin’!” and claims vocally that he’s “a bug!”
Challenge Level/XP: 10/1400 Percy’s house on the outskirts is under attack by 3 beetlors that are
burrowing beneath the stone foundations. The dwelling shifts and quakes,
Barrow wights are undead creatures akin to normal wights, but they are and the floor rises unnervingly. Percy saw one of the beetlors in his
always found in or near barrows, usually guarding the treasure therein. bedchamber recently, and became confused after staring at the insect. He’s
Creatures hit by a barrow wight’s slam attack are drained of one level. now convinced he’s a beetlor, too. He dresses the part and runs through
Creatures killed by this level drain rise as barrow wights in 1d4 rounds the streets to “tear down the city.” The beetlors swarm anyone entering
and remain under their creator’s control until it is destroyed. Anyone the home (Percy got out just in time). Once the infestation is cleared, the
within 30 ft. who meets a barrow wight’s gaze is affected as if by a symbol old man recovers his senses in about week. But he keeps wearing the odd
of insanity spell unless they make a successful saving throw. outfit because it looks “fancy.”

Something Barrowed, Something Blue

Two weathered, six-foot-tall upright stones mark a dark entrance leading
Blood Orchid
into the hillside. Sawgrass sways in the breeze over the mounded hill, and Hit Dice: 5
the entry smells of freshly churned dirt. Engraved into the monolithic stones Armor Class: 3 [16]
are life-size images of a man and woman, one on each stone, turned to face Attack: 8 tentacles (1d3 plus poison)
one another. The woman wears a veil and holds a bouquet of flowers. Saving Throw: 12
The entryway descends into the hillside through a 15-foot-long narrow Special: Blood drain, poison, resistance to electricity and fire
corridor. Stones line the walls to keep dirt from caving in. The hallway opens (50%), telepathic bond
into a 60-foot-diameter domed chamber. The floor is formed of concentric Move: 3/12 (flying)
tiles ranging from green to deep blue as they lead inward. In the center of Alignment: Chaos
the room is an ornate wedding gazebo constructed of white stone. Strands of Challenge Level/XP: 8/800
dead flowers wrap around the gazebo’s columns and arches.
Marble sculptures of the couple depicted on the entry stones stand on The blood orchid is an intelligent creature with certain qualities of both
opposite sides of the room. A body draped in velvet coverings lies behind animal and plant. It has three downward-curving “petals” of flesh with
each statue on a stone bier. a dark, pebbly outer hide and a pallid whitish underside. The petals end
The man’s crypt contains the body of a well-dressed nobleman who with split tips, and converge at the blood orchid’s center. On its underside
has a golden scepter (60 gp) clutched in his withered hands. A platinum at the center dangle a swarm of writhing pallid tentacles: 16 manipulator
crown with fake emeralds (225 gp) sits on his desiccated brow. The arms and eight thinner tendrils with red eyes at the ends. At the center of
woman’s crypt contains a woman’s body, although she doesn’t resemble these tentacles is a sphincter-shaped mouth at the end of a flexible trunk
the statue or carving. The corpse is ripped apart, jagged wounds marring one foot long and six inches in diameter. At the apex of the blood orchid
her white arms and legs, and her face is puffy and purplish-blue as if she there is another cluster of eye tendrils. The blood orchid can close its
was recently strangled. outer petals downward and rest on the ground, where it resembles a rocky
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 A dungeon of graves bestiary
nodule or fungus of some kind. Despite their plantlike appearance, blood functions; stubby muscular ones provide movement, thin graceful tendrils
orchids are quite intelligent and ruthless. are tipped with sensory organs, and the long, limber whipfronds are used
Blood orchids feed in two ways: They can draw nutrients from soil as a means of attack and manipulation. The flesh of a bone crawler ranges
and organic matter by settling atop it and burrowing their tentacles in like from olive green to slate grey to jet black.
roots, and they can attach their mouths to living creatures and drain blood When it is encased in bone armor, the bone crawler appears much
from them. Both forms of feeding are required for the blood orchid to different. When still, it resembles a 15-foot-diameter mound of bones,
remain healthy. Communication for blood orchids is through a means of piled haphazardly together. Observers have a 1 in 6 chance to note tendrils
empathy/telepathy. They have no sense of hearing. or roots growing amid the mass. Once it moves, the armored crawler is
Blood orchids can attack with up to eight of their 16 tentacles at a a whirling nightmare of interlinked bones forming a 15-foot-diameter
time. Tentacles that hit inject euphoria-inducing venom through spines central mass, with bony tentacles extending out in all directions.
on their sides. Those who fail a save against this poison are put into a Many centuries ago a lich created the first bone crawler as a means of
comatose state for 1d6 minutes. Blood orchids will attach themselves to removing stray bones and other clutter from his lair, while putting this
helpless opponents and feed off them with their blood-draining mouth. refuse to good use in defending his lair. The bone crawler bred true, was
One favorite tactic of blood orchids is to drain almost all the victim’s exchanged with allies of the long-destroyed lich, and now can be found
blood (leaving 1 point of constitution), then wait until the euphoria venom scattered in ancient crypts and lairs, and roaming obscure corners of deep
wears off before draining that last point, savoring the terror in the mind of halls beneath the earth.
its victim as it does so. When attacked by superior numbers, blood orchids Bone crawlers exist by attacking and killing just about anything they
seek to paralyze as many people as possible before feeding, and flee if can come to grips with. They feast upon the flesh of their enemies, and
outmatched. integrate the remaining skeletons into their mass, repairing any damage to
Victims hit by a tentacle must make a saving throw or be pulled to the bone armor. Independent bone crawlers have been known to seek out
the blood orchid’s mouth and drained of blood, inflicting 1d4 points of crypts and graveyards, exhuming bodies for their bones.
constitution damage each round. The bone crawler usually masquerades as a pile of bones until enemies
Blood orchids communicate through a non-magical telepathic bond. draw near. If it is discovered or attacked, it springs into action, closing as
They can sense emotions in other blood orchids at a distance of 100 ft. fast as it can and attacking with as many of its bone blades as it can bring
or less, and emotions in other creatures at a range of five feet. They can to bear. If surrounded, it unleashes its whirling frenzy. Bone crawlers were
communicate mentally with each other through full telepathy at a distance bred to have little fear of death, so they fight until killed unless ordered
of 20 ft. or less, and can share knowledge very rapidly when touching otherwise.
each other. Whipfronds have a reach of 10 ft., or 5 ft. when encased with bone
blades. A whip frond can be severed with a successful attack at –4 to hit

How Red is My Valley with a slashing weapon that inflicts, in a single blow, a number of hit
points of damage equal to the bone crawler’s hit dice. The bone crawler
can regenerate one whipfrond per day. The bone crawler can only attack a
Within the rugged hills of the southern continent there is hidden a single target with a maximum of four bone blades at once.
narrow valley that contains an ancient road of cut quartz and great, copper The bone crawler may whirl its bone blades around it in a swirling
bands that span the road like arches. This road leads into the mountains – storm of sharpened edges. This attack inflicts 1d8 points of damage per
some think to a mysterious dungeon, others to a lost tribe of dwarves, and three bone blades used (round down) on anyone within normal reach of
still others to the hall of a fire giant king. its bone blades. A saving throw is allowed to avoid taking damage from
The valley is choked with tiny gnats, the air thick with giant mosquitoes. this attack.
Several places are rather marshy, and there are broad, rocky meadows of The bone crawler is surrounded with a shell of iron-hard bones. This
feather grass. The surrounding hills were once ruled by a rather large, shell is the equivalent of platemail. The bone armor has hit points equal
churlish clan of hill giants, but those giants long since lost their lordship to 10 x (HD + 1). Bone armor weighs one pound per hit point. It can
over the valley. Not 10 years ago, a cabal of rather wicked druids, savants take damage like any object, though it receives the bone crawler’s saving
they called themselves, discovered the valley and decided to make a home throws and spell resistance. Unlike carried objects, area of effect attacks
of it. The druids wore rust-red robes and carried brilliant silver scimitars. require the bone crawler to roll a separate saving throw for its bone armor,
They carried with them the bones of their ancestors, wrapped in cloth-of- even if it makes the saving throw itself. Magic resistance is checked just
silver, and several blood orchids. once for the overall creature, however.
The blood orchids were transplanted into the valley, and the druids, Every 10 hit points’ worth of bone armor after the first 10 hp provides
30 in number, soon conquered and enslaved the local hill giants. The hill
the bone crawler with one bone blade that it can use in melee as described
giants are used to feed the blood orchids, which have cleared most animal
above. As its armor receives damage, it likewise loses these bone blades.
life from the valley. The giants slave away, expanding their old caves to
The last 10 points of bone armor represent those protecting the main body
the specifications of the druids, who are intent on building a grand temple
itself; until they are destroyed, the central body is considered to have AC
to their goddess, Shub-something-or-other.
2 [17].
The bone crawler can repair its armor by absorbing new bones into

Bone Crawler
its mass. This requires a 24-hour period while enzymes secreted by
specialized tendrils harden the bone. The number of hit points gained
depends on the size of the skeleton or bone collection absorbed: A normal
Hit Dice: 12 skeleton repairs 2d4 hit points.
Armor Class: 8 [11] or 2 [17]
Attack: Up to 12 bone blades (1d10) and whipfronds (1d6)
Saving Throw: 3 Beware the Bone Pile
Special: Bone armor, bone blades, magic resistance (10%),
whipfronds, whirling frenzy “Beware the ossuary,” say the locals. To dozens, maybe hundreds, of
Move: 12/9 (climb) adventurers they have given this warning, always followed by a cup of hot
Alignment: Neutral rum and a wagging finger, and have any of them listened?
Challenge Level/XP: 14/2600 The ossuary is located about a mile outside of town. Carved into
an abandoned quarry in the hills, it consists of a number of maze-like
Unarmored, the bone crawler is a fleshy disc-shaped lump approximately catacombs, all cramped, with damp, unhealthy air. Within the catacombs
six feet in diameter, with a slightly concave top. The bottom curves are shelves containing ancient bones in terracotta boxes; these represent
downward, and ends with a circular mouth at its nadir. From the central no danger. There are also pits – deadfalls – filled to the brim with bones,
mass sprout several dozen tentacles, each specialized to perform different and a central chamber containing the remains of 100 princes of old, as
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 A dungeon of graves bestiary
well as a bone crawler. deals 1d6 points of constitution damage to an opponent each round it holds
The bone crawler usually sits atop a thick, wooden trap door that leads the creature. After draining its victim’s constitution, the crimson death,
down to a treasure chamber containing 1,160 silver pieces and 5,800 gold sated from feeding, moves at one-half its normal speed and becomes
pieces in vessels of serpentine. The vessels (there are four) are worth 100 corporeal for 1 hour.
gp each.

The Pirate Hugo

Cave Creeper Behind the abandoned church lies a sprawling necropolis of crumbling
marble statuary and tarnished bronze grave markers. The necropolis
Hit Dice: 3 covers at least 10 acres, and at its heart are a number of crypts and tombs.
Armor Class: 7 [12] Most have been broken into, but one remains intact.
Attack: 8 tentacles (1 plus paralysis) This tomb, a smaller one, is constructed of reddish marble streaked with
Saving Throw: 14 browns and golds. Atop the 10-foot-by-10-foot building is a tarnished
Special: Paralysis, swallow paralyzed creatures whole, bronze statue of an armored warrior blowing a horn (it was once covered
surprised on 1-3 on 1d6 with silver leaf, but no more). There is no obvious entrance to the tomb.
Move: 12/12 (climb) Carved into the marble (and once decorated with silver inlay that has long
Alignment: Neutral ago been removed) are the words “Hugo of the Silver Trump; Mariner.”
Challenge Level/XP: 4/120 Those studied in the tales of the sea might recognize the name, for Hugo
was a feared pirate about 100 years ago.
Cave creepers are ash grey octopods covered in paralyzing ooze that has The key to entering the tomb lies in the horn on the statue. The horn
an electric blue sheen. They can stick to virtually any surface, allowing cannot be removed, and it cannot be blown into from the correct end.
them to ambush victims from walls and ceilings. Cave creepers can alter Blowing in the wrong end is possible, but has no effect. A very careful
their coloration slightly to achieve a greater chance for surprise. While study of the statue, though, reveals that one of the fingertips on the statue’s
the cave creeper’s tentacle attacks are fairly weak, they can swallow lower hand can be unscrewed to form a mouthpiece for the trumpet. If
paralyzed creatures and store them in a translucent sac filled with acid that blown, a part of one of the tomb’s walls descends inward, leading to a
deals 1 point of constitution damage each round. Adventures can actually copper stair that descends into the earth.
watch a comrade slowly dissolve. When there is nothing left but bone, Within the tomb proper, one finds several artifacts from Hugo’s life
the monster regurgitates the corpse. Cave creepers travel in pods of 2d6 of crime, including a stuffed eye of the deep, several cutlasses, a peg
creatures and have a penchant for stealing shiny trinkets. leg (a plaque indicates it was cut from one Albard the Gug) and a sea
chest containing hard tack (moldy) and three bottles of excellent rum.

Everyone Can Hear You Scream

A fourth, also sealed with wax, contains a treasure map. Hugo’s resting
place appears to be behind a brass medallion that measures three feet in
diameter and is covered in a bas-relief of a wind god, cheeks filled with
A pain-filled scream echoes from ahead of PCs down a long hallway. air and lips pursed as though blowing up a hurricane. If this is pried loose,
The sound is strangely muted, but the person is clearly in agony. The hall Hugo’s spirit, now a crimson death, leaks out and does its best to spread
where the screaming emanates widens to 30 ft. across. Six 20-foot-tall death and destruction.
statues of armored warriors stand in curving niches along the wall, each Behind the medallion is a small space that contains 1,240 copper pieces,
massive fighter holding a sword high in its right hand. Five hold glistening 370 silver pieces, 2,650 gold pieces and a small brass brooch (worth 1
blue shields in their left hand, while the sixth holds a gray shield decorated gold piece) that can be used to unlock the fabulous treasure indicated on
with an exploding star and a towering wave. the map mentioned above.
In the middle of the hall sits an ash grey octopod that is slowly dragging
itself across the stone. A trail of ooze stretches behind it. Inside a swollen
translucent sac on the creature is a struggling halfling. Inventor Ollie
Nematoad was investigating predictions of an impending destruction
looming for the city of Taharath when a cave creeper attacked and
Demon: Maphistal
swallowed him. He partially resisted the creature’s paralyzing ooze, but Hit Dice: 20 (90 hp)
can do nothing except scream for help. He can’t escape on his own, and Armor Class: –3 [22]
has but 12 rounds left before the creeper digests him. Attack: +3 heavy mace (2d6) and bite (1d8 plus disease) or
The cave creeper on the ground is easy pickings for PCs, but clinging 2 claws (1d8) and bite (1d8 plus poison)
to the shields are 5 more cave creepers that leap from their perches onto Saving Throw: 3
anyone passing below. Special: Bone knit, disease, spells, summon undead, +1 or
better weapon to hit, immunity to electricity and poison,
magic resistance (70%), telepathy 100 ft.

Crimson Death Move: 15/30 (flying)

Alignment: Chaos
Challenge Level/XP: 30/7400
Hit Dice: 13
Armor Class: 0 [19] Maphistal is the second of Orcus, Demon Prince of the Undead.
Attack: Incorporeal touch (fluid drain) He makes his home on a stinking, smoldering layer of the Abyss and
Saving Throw: 3 commands his troops from his great castle, Maalstege (The Keep of
Special: Fluid drain, grab, incorporeal traits, weakened Bones, so called because it is believe to be constructed from the skeletal
Move: 24 (flying) remains of those slain by Maphistal). He is loyal to no one but Orcus.
Alignment: Chaos He does not trust Sonechard, the General of Orcus’s undead legions,
Challenge Level/XP: 15/2,900 and seeks to discredit him at any opportunity, though he does not do this
openly for fear of rebellion by his troops or punishment by Orcus. His
A crimson death attacks from ambush, usually hiding in naturally machinations against Sonechard are primarily through his agents and
occurring fog and waiting for potential prey to wander close. Oftentimes, spies in Sonechard’s camps.
a crimson death uses sound (imitating cries for help, for example) to lure Maphistal stands 9 ft. tall and weighs 700 pounds. He is a feral-looking
a victim into its grasp. An opponent hit by a crimson death must make a humanoid with two great horns protruding from his head and huge, bat
saving throw or be wrapped in its incorporeal tendrils. A crimson death wings sprouting from his shoulders. His legs end in sooty hooves and
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 A dungeon of graves bestiary
short, coarse, black hair covers his body save his face and clawed hands.
Maphistal’s +3 heavy mace deals an extra 1d6 points of damage
against lawful creatures and it drains one level from any lawful creature
Cyclopean Eye
attempting to wield it. Each time a living creature is hit by Maphistal’s While spelunking as only adventurers can, they come to a large cavern
mace, it must succeed on a saving throw or lose 1d4 points of dexterity that, in shape, is reminiscent of an amphitheater. The walls are stark white,
as its bones fuse together. Creatures reduced to 0 dexterity can no longer but stained with rust. The floor of this natural amphitheater has been
move or attack. Only a restoration spell can repair this damage, restoring carved smooth, and at the back of the cave is a dais upon which stands a
1d4 points of dexterity with each application. terracotta statue. The statue is 20 ft. tall and depicts a cyclops holding a
Maphistal’s bite infects victims with a demonic fever that incubates large mattock. The cyclop’s eye is a large sapphire (worth 1,500 gp). If the
for 1 day and then begins inflicting 1d6 points of constitution damage sapphire is pried loose, a devouring mist is freed from the hollow statue.
each day until the afflicted succeeds at a saving throw at a –3 penalty. The only treasure on the statue is the mattock, which, if chipped out of
Maphistal can cast the following spells: animate dead, darkness, dispel the terracotta, is a mattock of the titans that allows its wielder to excavate a
magic, power word stun and suggestion. Once per day, Maphistal can 10-foot-cube of dirt per hour. A stout swing of the mattock against the back
summon 3d10 zombies or skeletons, 2d6 ghouls, 2d4 ghasts, 1d6 wraiths wall of the cave opens up more astounding corners of the underworld.
or wights, or 1d4 spectres.

The Missing Mace Dragon, Faerie

A blasted pit in the earth smokes with sulfurous fumes. Fires dance Hit Dice: 2
along the crater’s rim, the purplish flames moving of their own accord in Armor Class: 4 [15]
a fiery dance around the destruction. In the center of the 15-foot-deep hole Attack: Bite (1d4)
stands a large heavy mace. The weapon’s head is embedded into the stone Saving Throw: 16
and dirt, so that just its handle sticks up for someone to grab. Special: Breath weapon, spells, invisibility, magic resistance
Sonechard, General of Orcus’ undead armies, tricked the demon (10%), telepathy (2 miles)
Maphistal into setting down his +3 heavy mace for just a second. But that Move: 9/36 (flying)
short moment was all it took. Sonechard teleported away from Maphistal’s Alignment: Neutrality
Keep of Bones, taking the prized weapon with him. He cast it from the Challenge Level/XP: 5/240
Abyss immediately, not caring where it landed.
The mace drains one level from any lawful creature attempting to wield The faerie dragon is a tiny beast with delicate and brightly colored butterfly
it. In addition, 1d4+2 rounds after the mace is discovered, Maphistal sends wings and a long, thin prehensile tail. Its scales are smooth and range in color
a host of undead to secure the weapon until the demon reclaims it. The from red to purple, with all colors of the spectrum falling in between. Its eyes
group consists of 3d10 zombies, 2d4 ghasts and 2 spectres. Maphistal are bluish-green, and its backward curving horns are silver with gold flecks.
arrives within a day if PCs remain to fight the never-ending undead Faerie dragons are fey members of the dragon family and are believed to be
arriving to protect their master’s mace. distant cousins of the pseudodragon. Female faerie dragons have a golden
sheen to their coloring while males have a silver sheen. Faerie dragons love

Devouring Mist
to play pranks on passers-by and employ their spells to this end. Some faerie
dragons spend months on end preparing for the day they can unleash their
single grand practical joke or prank. Faerie dragons avoid combat and only
Hit Dice: 14 attack if cornered or if their lair or young are in immediate danger. A faerie
Armor Class: 6 [13] dragon attacks with its breath weapon, spells, and bite.
Attack: 2 slams (1d6 plus blood drain) The faerie dragon’s breath weapon is a cone 5 ft. long and 5 ft. wide
Saving Throw: 3 at the base. Those within the cone must make a saving throw or wander
Special: Blood drain, create spawn, +1 or better weapon to aimlessly in a state of euphoric bliss for 2d6 rounds (similar to a confusion
hit, gaseous, magic resistance (25%) effect). The faerie dragon can emit its breath weapon three times per day.
Move: 15 (flying) A faerie dragon can replicate magic-user (65% chance) or druid spells
Alignment: Chaos (35% chance) as a 4th-level spell caster. A faerie dragon can become
Challenge Level/XP: 16/3200 invisible at will and remain invisible even while attacking. This effect
can be dispelled, but the faerie dragon can create it again on its next turn.
These drifting nightmares resemble clouds of dark red vapor, normally
about 10 ft. in diameter, though they can reshape their body and slip
through even the smallest of cracks with ease. Spawned of the dreams Tears of a Sad Clown
of the Bloodwraith, devouring mists are undead composed of equal parts
blood and malice, wedded together by negative energy. They drift the A court jester stumbles from the woods, his white face paint smeared and
halls of the Bloodways, looking for living prey to feed on and torment. streaked by tears. His eyes are downcast, and his mouth is fixed (and painted)
When they strike, they engulf their enemies and draw the blood from their in a permanent frown. Linus Huxby the Splendid made a living entertaining
bodies. crowds in Bargarsport. Despite the rough-and-tumble city, Huxby considered
Devouring mists cannot speak, or produce any sounds at all, but they it a good day when he could make passers-by grin. Things were going well,
do understand Common. until Huxby insulted a passing warlord seriously lacking a sense of humor.
A devouring mist is gaseous, and therefore can pass through small Acaris the Mean (but not terribly original) called for the jester’s head on a
areas such as cracks under doors, but it cannot pass through solid matter. pike. Linus fled, but bounty hunters still seek his bell-bedecked head.
Devouring mists are utterly silent. The happy jester is a sad man. But his depression didn’t sit well with 2
On a successful slam attack, the devouring mist deals 1d4 points of faerie dragons he passed in the Forlorn Forest.
constitution damage as it pulls the blood out of its victim’s body through The mirthful dragons now follow the man, hoping to liven up his spirits
the skin. For every point so drained, the devouring mist regains 1d4 hit with well-played pranks. They feel a kinship with the gaily dressed (albeit
points. Creatures without blood are immune to blood drain. horribly sad) clown and just want to see him smile. The dragons cast various
If a victim’s constitution is reduced to 0 due to the devouring mist’s spells around the man, and occasionally attempt to cheer him up with a blast
ability drain, the blood from the victim’s body forms into a new devouring of their euphoric breath. PCs near the sad jester can expect to be bombarded
mist in 1d4 rounds. Further, the victim’s corpse rises as a vampire in 1d4 with non-damaging spells such as a magic mouth telling jokes, phantasmal
days unless the remains are blessed before this rising. force hands appearing out of thin air to vigorously shake PCs’ hands, and
6
 A dungeon of graves bestiary
pyrotechnics igniting fireworks from campfires. The dragons try to make the bow, slowly tapping a rack of empty turtle shells to create a hollow,
PCs the butt of all their jokes, hoping to get the jester to laugh. thumping tune that announces the boat’s arrival. In the center of the flat
The jokes stop if Huxby moves on or the PCs catch the faerie dragons in deck stands a warped, upright tree trunk. A dark cavity carved into the
the act. Or if the PCs join in to make the sad jester happy again. trunk looks like a vacant, staring eye.
The Mojango belonged to Crimthann, a dark priest of Orcus who
abandoned the swamp to oversee a temple to his demon lord. The ship,
Gas Spore powered by 11 juju zombies, still plies the swamps, searching on its own
for a missing power source named the All-Seeing Eye of Mojango. This
malevolent orb fits neatly into the empty tree trunk and foretells doom for
From a distance greater than 10 ft., the gas spore is likely to be mistaken all it surveys.
for a different orb-shaped monster. The gas spore is not related to that The Eye is also searching for the ship, appearing in the tallest trees
creature, but uses its mimicry to lure would-be victims to their doom. The randomly throughout the swamp to gain the best vantages. The Eye is
gas spore has a fly speed of 6. When a gas spore contacts a living creature dangerous, draining 1d4 levels from anyone touching it. Crimthann
(or a living creature touches a gas spore unarmed or with natural attacks), it himself cast the orb off the boat for fear it would someday become
injects poisonous rhizomes into the foe if that opponent fails a saving throw. powerful enough to overthrow even his master. His action cost him his
Each day thereafter, an infected creature must succeed on a saving throw life, and turned him into a ghast lord.
(cumulative –1 penalty per additional day) or take 1d6 points of constitution The juju zombies protect the boat at all costs. The turtle shell tune casts
damage. Constitution damage continues until the victim dies or the rhizomes a constant protection from evil, 10-foot radius around the boat as long as
are destroyed. At constitution 0, a victim dies and 2d4 gas spores emerge the zombie taps out the hollow beat. The juju zombies fight with claws
from its body. A cure disease spell cast on an affected creature before it dies and oars if attacked.
destroys the rhizomes and prevents any further constitution damage.
If a gas spore is struck for a single point of damage (by a weapon,

Meat Puppet
natural attack, spell, or effect), it explodes in a violent blast of gas that
deals 6d6 points of damage to all creatures within a 30-foot radius. A
successful saving throw reduces the damage by half.
Hit Dice: 4

Mistaken Identity Armor Class: 7 [12]

Attack: Slam (1d6)
Saving Throw: 13
Three large globes float down this dimly lighted hall, limp tentacles Special: Throttle, resistance to slashing and piercing
swinging pendulously beneath the drifting orbs. These 3 gas spores have weapons (50%), fleshknit
vines and other mosses growing atop them, so that each one can barely Move: 12
rise three feet off the ground. An evil druid named Asterina Horsfield Alignment: Chaos
cultivates the stringy strands of moss for spell components. The moss and Challenge Level/XP: 5/240
tendrils are harmless, but give the gas spores a dreadlocked appearance
some might mistake for another orb-shaped monster. Meat puppets are boneless, skinless corpses reanimated after being
The gas spores float around a pool of frigid mountain water that heals exposed to necromantic energies. Creatures struck by their slam attack
1d6 points of damage once per week for anyone who drinks from it. The must pass a saving throw or be grappled and throttled by its boneless limbs.
water is filled with gas spore rhizomes, however, which mature and grow Throttled victims are strangled and suffer 1d6 points of damage until the
in the imbiber as if a gas spore had infected the individual. The rhizomes hold is broken with an attack or an open doors check. The meat puppet
in the water die off within three weeks once the gas spores are destroyed. heals damage done to it at a rate of 1 hit point per round. It continues to
The water loses its potency after a week if removed from the pool. heal damage even if reduced below 0 hit points, or disintegrated. Only
damage from magic weapons is not mended.

Juju Zombie The Bone Crusher

Armor Class: 2 [17]
Attack: Weapon or fists (1d6) The ground rumbles and shakes as the Bone Crusher (AC 3 [16], 300
Saving Throw: 14 hit points) approaches. This five-ton contraption from hell is a massive
Special: +1 or better weapon to hit, immunity to electricity stone roller carved with thousands of grinning skulls. Massive femurs at-
and cold, immunity to magic missile, resistance to fire (50%) tached on each end of the roller support a cobbled-together platform of
Move: 12 bone that hovers above and slightly behind the massive roller. A single
Alignment: Chaos stone wheel below the platform serves as a steering mechanism. The roller
Challenge Level/XP: 5/240 inflicts 10d6 points of crushing damage to anything caught in its path.
Despite moving at a mere 15 ft., the Bone Crusher animates any living
A juju zombie looks like a desiccated humanoid with grayish, leathery corporeal creature it crushes as a meat puppet in its wake. Currently, 6
flesh. It is dressed in filthy rags, and its eyes are small pinpoints of crimson human meat puppets follow the Bone Crusher. Commanding the mas-
light. An odor of death hangs in the air around the creature. sive crusher is the vrock, Beek Vrut, who carries a wand of paralyzing
Juju zombies’ hatred of living creatures and the magic that created (15 charges) and a long spear.
them are what hold them to the world of the living. When a humanoid or Only those who serve Orcus can command the Bone Crusher or access its
monstrous humanoid is slain by an energy drain or a similar spell or spell- powers. If the juggernaut’s commander is slain, the entire machine falls into
like ability, it may rise as a juju zombie. thousands of jumbled bones and stones. The Bone Crusher can only reform
through months of vile rituals and the desecration of at least 100 graves.

That Old Black Magic

Cesspit of Terror
A flatboat pushes through the murky swamp, five figures on each side
poling the craft forward. The vessel is decorated with limp strips of black A dilapidated alchemical laboratory wastes away in this large chamber.
cloth, brittle dried flowers and the fly-ridden pelts of various dead animals. The room’s furnishings are piled around the edges of the chamber as if
The word “Mojango” is carved into the raft’s low sides. A figure sits in forcibly shoved aside. A dried greenish film covers the contents, walls
7
 A dungeon of graves bestiary
and ceiling as if something exploded outward from the center of the room.
Human-sized glass tubes stand broken and empty, with a nauseating green
sludge remaining in the lower portions. A pile of mold-covered rags sits
in a corner, surrounded by dozens of deflated rat corpses. A rusted mesh
Mordnaissant
grate covers a sludge-filled drainage pit in the floor. An otyugh meat pup- Hit Dice: 9
pet lies in wait below the drain. Armor Class: 5 [14]
The unfortunate otyugh, which the laboratory’s alchemist used as waste Attack: 2 claws (1) or ray (see below)
disposal, suffered from a necromantic explosion in the lab. The catastrophe Saving Throw: 7
transformed the creature into its current undead state. It attacks by punching Special: Death curse, lash of fury, pain wail
through the grate with three tentacles, and emerges only to pursue. Move: 3/24 (flying)
The wizard Arkren hides under the moldering pile of rags. Arkren Alignment: Chaos
dabbled in the necromantic arts, an unfamiliar territory for him. His last Challenge Level/XP: 12/2000
experiment went horribly wrong, destroying the lab and transforming him
into an atrocity. Although his mind remains untouched, Arkren’s body was Occasionally when a pregnant mother dies violently in a place infused
transformed into an ochre jelly. He lives off rats and is unable to commu- with unholy or negative energies, the unborn child within her does not
nicate. He desperately seeks a solution to his predicament. simply perish, but instead continues to grow, vitalized by dark power,
Without components, a spell book or sufficient orifices to speak, he until it is capable of clawing its way free from its dead mother. This
has lost the ability to cast spells. He has all the statistics and abilities of a horrible creature, known as a mordnaissant, lives an existence of eternal
normal ochre jelly except that his acid attacks affect only bones. He can pain, loneliness and suffering, relieved only by its ability to inflict harm
protrude a barbed pseudopod to inject acid into opponents to dissolve their on those around it. The mordnaissant appears as a shriveled fetus that
skeletal structure. This attack acts as a normal ochre jelly attack except floats within a translucent sphere of black energy. Though capable of
that any creature killed immediately returns as a meat puppet. Creatures crawling, it prefers flight. The glitter of its jet-black eyes denotes a limited
without a skeletal system (including most constructs and oozes, plants, but hostile intellect lurking behind them. Mordnaissants avoid bright light
and incorporeal creatures) are immune to Arkren’s acid damage. if they can, though they suffer no ill effects from it.
The mordnaissant attacks any living creatures it encounters, wailing
Ochre Jelly: HD 6; AC 8[11]; Atk acid-laden strike (3d4); in pain and lashing out with dark energy. It only uses its claw attacks as
Move 3; Save 11; AL N; CL/XP 6/400; Special: lightning a last resort, such as if grappled, or if no enemies are mobile enough to
divides creature. oppose it.
The mordnaissant can produce a terrible, befuddling wailing sound that

Minotaur, Phase
mirrors the pain its very existence brings it. All living creatures within
20 ft. must make a saving throw each round the wailing continues or be
stunned for one round.
The mordnaissant can lash out with its negative energy powers and
Hit Dice: 6
directly attack the vitality of living creatures. A victim hit by a ray must
Armor Class: 5 [14]
make a saving throw for half damage or duration, as appropriate.
Attack: Two-handed axe (3d6) and gore (1d8)
There are three possible lashes the mordnaissant can use. It can whip
Saving Throw: 11
the flesh, which inflicts 2d10 points of cause wounds-type damage; it
Special: Powerful charge (double damage), etherealness,
cannot get lost in maze can whip the mind, which causes 1d4+1 points of temporary intelligence
Move: 12 damage; or it can whip the soul, which stuns the victim for 1d4+1 rounds.
Alignment: Chaos As a final cruel jest to the individual that puts a mordnaissant out of its
Challenge Level/XP: 7/600 misery, the slayer must make a saving throw or suffer from a terrible curse
that reduces all subsequent XP rewarded by 20%. This curse may only be
A phase minotaur stands more than 7 ft. tall and weighs about 700 removed by a remove curse spell or with the application of a limited wish
pounds. A phase minotaur typically begins battle by charging at an or wish.
opponent, lowering its head to bring its mighty horns into play. In addition
to the normal benefits and hazards of a charge, this allows the beast to
make a single gore attack that scores double damage. Wail of the Earth Mother
A phase minotaur can shift from the Ethereal Plane to the Material
Plane and shift back again in place of a move, attacking while material. The villagers of Ceza’ Atan and Cata Luawn fear the Seething Jungle,
even as they worship within it. Their earth mother protector is in pain, her
anguished wails echoing through the banyan trees and shoots of bamboo.
The Taxman Cometh Villagers escort virgins to the bamboo-and-emerald idol, but the sacrifices
haven’t appeased the goddess. The escorts are also missing. Villagers say
A rumbling steel cart rolls into the hamlet of Fillwater, its giant steel wheels the goddess’s spirit walks uneasily among the trees, mercilessly killing
tearing up the dirt road. Two massive bulls pull the vehicle, each straining those who approach her reclining statue.
against the yoke holding them in place. Riding in the cart is an elderly man The earth mother idol is a massive emerald-and-bamboo construction
dressed in velvet robes and lace finery. Flanking him are 2 phase minotaurs, standing 15-feet-tall in the center of a jungle clearing. A low altar of black
each hefting a giant two-handed axe. The minotaurs wear purple sashes and igneous rock stands before the statue of the earth goddess. Piled-up emerald
have small tinkling bells affixed to the tips of their gleaming horns. Each also stones form her head, shoulders and arms. Sharpened bamboo branches
wears a gold nose ring (30 gp) through their bull snouts. curve to form her fertile belly. Her legs are stone arches rising from the
The old man is Rayne Henley, a crotchety miser who lives on the outskirts ground. The superstitious villagers sacrifice virgins each full moon by tying
of the city. He regularly comes into town to collect “taxes,” often making the women to the fast-growing bamboo. The sharp shoots slowly impale
up amounts on the spot. The minotaurs make sure people pay whatever he and kill the struggling women. Skeletons are still entwined in the thick
requests. Henley devises fees for entering town (3 gp), a pre-damage deposit bamboo, with more bones littering the jungle floor around the statue.
for adventurers (100 gp), and a spells-and-armor tax (75 gp). If Henley can Unfortunately for the villagers, the last woman sacrificed was not a
think of it, he can tax it. The extortionist shakes the townspeople down each virgin. She was a few months pregnant, but hid her condition from the
month for gold, and any newcomers (especially prosperous-looking PCs) villagers. When the woman died on the sharpened stakes, her unborn child
are a welcome sight for the old man’s greedy eyes. Henley keeps a small became a mordnaissant that inhabits the idol’s barren bamboo womb.
fortune in gold (nearly 2,600 gp) in a vault in his manor house overlooking The unholy child rises out of the bamboo-and-bone thicket to attack
the town, although the money rightfully belongs to the townspeople. anyone approaching its “mother.”
8
 A dungeon of graves bestiary
Move: 9

Mustard Jelly Alignment: Neutral

Challenge Level/XP: 9/1100

Hit Dice: 7 This loathsome mass of black gelatinous substance bears a close
Armor Class: 2 [17] resemblance to its cousin, the black pudding, and is often mistaken for
Attack: Slam (2d4 plus 1d4 acid) one. It is a jet-black blob that tends to stay in a single, rounded mass
Saving Throw: 9 save when it lashes out with a pseudopod or attempts to engulf a target.
Special: Acid, constriction, poison aura, +1 or better The ebon ooze actually has more in common with a gray ooze. It has
weapon to hit, divide, energy absorption, resistance to cold an affinity for negative energy, and often seeks out or is born in places
(50%), magic resistance (15%) where large numbers of undead dwell. Unlike most oozes, the ebon ooze
Move: 12 is intelligent, and takes great pleasure in stalking and devouring living
Alignment: Neutrality creatures. Although it is not adversely affected by sunlight, the ebon ooze
Challenge Level/XP: 12/2000 finds it painful, and so usually takes shelter by day if outdoors.
The ebon ooze prefers to attack by ambush, and uses terrain to its
Mustard jelly appears to be a yellowish-brown form of the ochre jelly advantage. Though not an especially brilliant thinker, it does devote a lot
and is thought to be a distant relative of said creature. However, the of time to hunting and killing prey, and is unusually good at it. If it feels
mustard jelly is far more dangerous than its supposed relative because it it clearly outmatches its prey, it stalks and torments its food rather than
is intelligent. The mustard jelly gives off a faint odor of mustard plants simply killing it.
to a range of 20 ft. The mustard jelly exudes an aura in a 10-foot radius The acid of the ebon ooze only dissolves living flesh. The bones and
centered on it that slows (as the slow spell) any creature in the area as long even skin of the victim are discarded when it has finished consuming a
as it remains in the area and for 1d4 rounds afterward. A new save must be meal.
made each round a creature is within 10 ft. of the mustard jelly. Those hit by a successful crush attack may be engulfed in the same
A mustard jelly attacks by forming a pseudopod from its body and round if the victim fails a saving throw. Those engulfed are subject to acid
either slashing or enveloping its foes. A creature hit by a pseudopod must damage each round and are trapped within the body of the ooze. The ooze
pass a saving throw or be constricted for automatic pseudopod damage is free to make other attacks in subsequent rounds and can engulf up to
each round. six creatures.
A mustard jelly can split itself into two identical jellies, each with half Ebon oozes are immune to acid and sonic damage and to disease and
of the original’s current hit points (round down). A jelly with 10 hit points any poison not specifically designed to affect oozes. Cold-based attacks
or less cannot divide itself. When divided, each jelly moves faster than the stun the ebon ooze for one round per six points of damage they would
original (base speed 15 ft. per round). have inflicted, rounded down (minimum 0). Fire and force-based attacks
A mustard jelly is immune to electrical effects and magic missiles. If do normal damage.
targeted by an electricity effect (including area effects) or a magic missile
spell, the mustard jelly gains temporary hit points equal to the amount of
damage it would have otherwise sustained. These temporary hit points
last for 1 hour.
Disturb Not the Vampires’ Revels
A vampires’ retreat is a very secret, special place, where different

All Hail the Ailing God! bloodlines mingle and exchange gossip without the threat of violence.
They are usually palatial places, always underground, and hidden behind
the simplest of facades. One in particular, in the stately city of Nomo, is
This roughly circular chamber appears to be long abandoned. The within the many-storied (both in terms of their multiple levels and fame
skeletons of thousands of rats litter the floor. Oddly, all the remains face in storytelling circles) sewers of that seat of empire. Three levels below
a grotesque idol on the opposite side of this 50-foot-diameter room. A the streets of Nomo, behind three clever traps (the infamous Rubinous
10-foot-wide basin-like depression in front of the statue holds a pool of Rooms), there lies a grand gallery with many doors, those doors leading
thick, green liquid. The green sludge jiggles and swirls if approached. The into salons, studios, feast halls, dungeons and well-appointed apartments.
movement is caused by dozens of normal subterranean frogs infesting the The grand gallery is decorated with statues of antiquity (some of which
pool. A stone skeletal hand breaks the surface of the slime. It holds a fist- serve as magic jars for pesky adventurers). It is guarded by an ebon ooze.
sized emerald (750 gp) at the tips of its fingers. Each of the vampires of Nomo carries a silver tuning fork, and striking
The idol stands 15 ft. tall, its head nearly touching the ceiling. The this fork against the stone floor causes the ebon ooze to let a person pass
statue is Rachiss, a lesser god of pestilence. The carving has the body of a without molestation. Otherwise, it immediately moves to attack intruders.
bloated slug with the upper torso of an obese male human. Stubby insect-
like appendages serve as arms. The slug god’s torso and head hover over
the basin. Its gaping mouth forms a silent and frozen scream.
The real danger in the room lies within a hollow cavity inside the idol. A
mustard jelly keeps watch over this shrine to the diseased lord. The statue
Orcus
vomits forth the mustard jelly from its nose and mouth to fall on anyone
near the pool. The hollow cavity inside the statue contains 200 emeralds (Demon Prince of Undead)
(10 gp each), a scroll of cure disease (insides a sealed glass scroll tube)
and a crystal wand of pyrotechnics (4 charges). The cavity can be access Hit Dice: 30 (120 hp)
only by a curving 10-inch-diameter tube that runs from the idol’s face Armor Class: –5 [24]
down into the statue’s gut. Attack: Wand of Orcus (2d6 or death) or 2 fists (3d6) and tail
sting (2d6 plus poison)
Saving Throw: 3

Ooze, Ebon Special: Command undead, spells, summon undead, +3

or better weapon to hit, immunity to electricity and poison,
speak with dead, magic resistance (75%), telepathy 100 ft.
Hit Dice: 8 Move: 18/24 (flying)
Armor Class: 9 [10] Alignment: Chaos
Attack: Crush (3d6 plus 2d6 acid) Challenge Level/XP: 40/10400
Saving Throw: 8
Special: Acid, engulf, immunities Orcus is one of the strongest (if not the strongest) and most powerful
9
 A dungeon of graves bestiary
of all demon lords. He fights a never-ending war against rival demon idols and silver trinkets, and more gold coins than they can imagine.
princes that spans several Abyssal layers. From his great bone palace he And the promises of gold and gems are true—at least to those who survive.
commands his troops as they wage war across the smoldering and stinking The Sages believe the door is the will of a demon lord made manifest, an
planes of the Abyss. Orcus spends most of his days in his palace, rarely extension of his malicious machinations to tempt mortals into his clutches.
leaving its confines unless he decides to leads his troops into battle (which And the door does just that.
has happened on more than one occasion). Most of the time though, he is Anyone stepping through feels a tugging pull on their body as their
content to let his generals and commanders lead the battles. thoughts slip into a dark recess of pain and suffering. A long hallway
Orcus is a squat, bloated humanoid standing 15 ft. tall and weighing stretches and pulls before them, and icy needles of agony slice their
3 tons. His goat-like head sports large, spiraling ram-like horns and his muscles. Their screams wither and die in their throats. Many see visions
legs are covered in thick brown fur and end in hooves. Two large, black, of their impending death.
batlike wings protrude from its back and a long, snake-like tail, tipped And then … the pain is gone.
with a sharpened barb, trails behind it. And the person is somewhere else.
When not warring against rival demon princes, Orcus likes to travel the The door—which randomly appears where a Referee wishes—is
planes, particularly the Material Plane. Should a foolish spellcaster open a a direct conduit to Rappan Athuk, a tempting lure to draw adventurers
gate and speak his name, he is more than likely going to hear the call and to their doom. Anyone stepping through the door is dumped near the
step through to the Material Plane. What happens to the spellcaster that Dungeon of Graves, none the worse off for the trip—unless they decide to
called him usually depends on the reason for the summons and the power continue on into the dangerous catacombs.
of the spellcaster. Extremely powerful spellcasters are usually slain after a Roll 1d6 and consult the chart to find where PCs may land, or choose a
while and turned into undead soldiers or generals in his armies. good spot for your players. (Referees might even separate PCs, although
that would just be mean, now wouldn’t it?) All areas are described in the
main Rappan Athuk adventure:
Combat 1. Area 0C-10: The ruined cottage outside Zelkor’s Ferry.
2. Area G-5: One of the mausoleums, although these doors are
Orcus prefers to fight using his Wand. His tail sting delivers a virulent normally locked.
poison (save or die). 3. Area 4B-3: The entrance to the Gut.
Orcus can command or banish undead as a 15th-level cleric, controlling 4. Area 1-1: The entrance to Level 1.
up to 150 HD worth of undead at one time. He casts spells as a 15th 5. Area 0C-A: A backdoor into Bristleback’s Inn in Zelkor’s Ferry,
level cleric and 12th level magic-user, and can use the following magical although this is guaranteed to get a few looks!
abilities at will: animate dead, charm monster, darkness, dispel magic, 6. Area 0C-F: A closet door in the Necromancer’s shop in Zelkor’s
ESP, fear, feeblemind (1/day), lightning bolt, speak with dead, symbol Ferry. He will not be happy with their appearance.
(any) and wall of fire.

Plantoid
Orcus radiates a 60-foot-radius aura of fear (as the spell). A creature
in the area must succeed on a saving throw or be affected as though by a
fear spell (caster level 35th). A creature that successfully saves cannot be
affected again by Orcus’ fear aura for one day.
Hit Dice: 5
Three times per day, Orcus can summon one balor, 1d3 nalfeshnees or
Armor Class: 5 [14]
1d4 mariliths. As their prince, Orcus can summon up to 100 HD of any
Attacks: 4 tendrils (1d4 + grab)
type of undead each day.
Saving Throw: 12
Special: Only harmed by sharp weapons, control, create
Wand of Orcus servitor
Move: 15 (flying)
Alignment: Neutrality
Mighty Orcus wields a huge black skull-tipped rod that functions as Challenge Level/XP: 7/600
a +3 heavy mace. It slays any living creature it touches if the target fails
a saving throw. Orcus can shut this ability off so as to allow his wand to This creature is a floating sphere of moss with several red eyes that
pass into the Material Plane, usually into the hands of one of his servants. are randomly spaced over the surface of the sphere, looking out through
Further, the Wand has the following magical powers: 3/day— animate eyelid-like gaps. Plantoids are creatures from another dimension or plane
dead, darkness and fear; 2/day—unholy word. of existence, occasionally summoned forth into the Material Plane. The
eyes are not magical, but the long strands of moss trailing after the plantoid

Servants of Orcus have a very dangerous ability to enslave anyone caught within them. The
soft, mossy consistency of plantoids makes these creatures immune to
blunt weapons. The plantoids can snap their mossy beards out like whips,
The followers of the Prince of Undead are clerics who venerate death, attempting to touch a potential victim.
magic-users fascinated with death, and cambions and alu-demons. His A plantoid lashes out with several mossy tendrils when it attacks. Those
followers are most often clerics and necromancers. Clerics of Orcus are struck must make a saving throw or be grabbed by the monster. The next
known as Disciples of Orcus and must sign a pact of evil. Disciples of round, the tendrils of a plantoid inject a mind-controlling substance.
Orcus can receive spells up to 3rd level from Orcus. Anyone so injected must make another saving throw or be completely
dominated by the creature. The victim gets a new saving throw to resist
every 4 hours after control is initiated.
The Black Door Anyone controlled by a plantoid for more than 24 hours becomes a
plantoid servitor, all human reason irrevocably lost. A plantoid can only
Really? You need another lair for Orcus besides the massive adventure control and transform a single creature or servitor at a time. Servitors fight
Bill and Clark and so many others took years crafting so you could tempt as zombies with a bite attack that conveys a poison that paralyzes for 1d6
curious PCs to a horrible fate? OK, if you insist … rounds.
The Sages of Eminence whisper of a portal of dark onyx stones, each black
rock struck through with intertwining ruby-red veins. This shadowy archway—
for deep mists swirl and churn in frenzied, overlapping layers between its black Plantoid King
standing stones—appears where it will, its vaporous depths flickering with
temptations to lure the unwise into stepping through. Watchers staring into the It is rumored that plantoid “Kings” exist, with 10 HD, magic resistance
fog catch glimpses of fantastic diadems and shining gemstones, unguarded gold (55%), and can only be harmed by +1 or better weapons.
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 A dungeon of graves bestiary
Servitors of Bedlam Ravager (flier)
The small hamlet of New Ashton is a close-knit community with strong Hit Dice: 30 (180 hp)
morals and closed minds. Recently, its residents banded together to chase Armor Class: –4 [23]
a wandering vagabond from their town. Rhawtin Omphalotus came to Attack: Bite (6d6), 2 claws (4d6)
New Ashton preaching of the damnation of civilization and the fall of Saving Throw: 3
“progressive” gods. The Freya worshipping citizenry tarred and feathered Special: Trample (4d6), +3 or better weapon to hit, death
the radical druid before driving him away. resistance, cold and fire resistance (50%), form-shifting,
The “druid” Omphalotus is actually an evil priest who follows Rachiss, magic disruption (20%), regenerate 3 hp/round, vampiric
the demigod of parasites. Omphalotus seeks the downfall of civilization healing.
through the spread of parasites, leeching fungi and plagues. Omphalotus Move: 9/40 (flying)
(following the teachings of Rachiss) wants nature to reclaim modern Alignment: Neutral
cultures through malicious activities and biological terrorism. Challenge Level/XP: 40/10,400
Omphalotus summoned a plantoid to enact revenge upon the New
Ashton. Through slow and methodical planning, Omphalotus and
the plantoid converted all but one of New Ashton’s residents into 63 Ravager Spawn (crawler)
plantoid servitors. Over the last two months, the naked plantoid servitors
destroyed the majority of buildings and farmlands in town. Using only Hit Dice: 16
their bare hands (tools and weapons are forbidden), they are demolishing Armor Class: –2 [21]
the community they painstakingly built. Attack: Bite (3d8) and 4 claws (2d8)
When encountered, a group of 12 servitors are systematically Saving Throw: 3
dismantling a windmill on the north side of town. A teenage girl named Special: +3 or better weapon to hit, death resistance,
Atoka Goremun pleads for help from a perch atop the windmill. She fire resistance (50%), form shifting, magic disruption (5%),
says her father was dragged into the town’s well by a horrific orb of eyes regenerate 3 hp/round, vampiric healing
and devoured. Her father, the captain of the town’s militia, was actually Move: 15/3 (burrow)
enveloped by a plantoid’s tendrils when he tried to poison the well and kill Alignment: Neutral
the creature where it hid. Challenge Level/XP: 25/5,900
The plantoid servitors bring “unconverted” travelers and citizens alike
to the well in the center of town. The well remains the only feature of New
Ashton untouched by demolition. The plantoid servitors return each night
to sleep near the well. The plantoid rests at the bottom of the well, rising
Ravager Spawn (brawler)
only to enslave new servitors every 24 hours. Omphalotus stays near the Hit Dice: 16
well, but flees if the plantoid looks like it might be defeated. Currently, Armor Class: –2 [21]
the plantoid holds Atoka’s father in its tendrils. He has not yet been turned Attack: Bite (3d8) and 2 claws (2d8)
into a servitor. Saving Throw: 3
Special: +3 or better weapon to hit, death resistance,
fire resistance (50%), form shifting, magic disruption (5%),
The Ravager regenerate 3 hp/round, vampiric healing
Move: 18
Alignment: Neutral
Challenge Level/XP: 25/5,900

Ravager (crawler)
Hit Dice: 30 (180 hp)
Armor Class: –4 [23]
Ravager Spawn (flier)
Attack: Bite (6d6), 4 claws (4d6) Hit Dice: 16
Saving Throw: 3 Armor Class: –4 [23]
Special: Trample (4d6), +3 or better weapon to hit, death Attack: Bite (3d8) and 2 claws (2d8)
resistance, cold and fire resistance (50%), form-shifting, Saving Throw: 3
magic disruption (20%), regenerate 3 hp/round, vampiric Special: +3 or better weapon to hit, death resistance,
healing. fire resistance (50%), form shifting, magic disruption (5%),
Move: 18/9 (burrow) regenerate 3 hp/round, vampiric healing
Alignment: Neutral Move: 9/30 (flying)
Challenge Level/XP: 40/10,400 Alignment: Neutral
Challenge Level/XP: 25/5,900

Ravager (brawler) The Ravager was created eons ago by a primeval race of beings who
believed in the unity of three forces: body, mind, and spirit. In their
Hit Dice: 30 (180 hp) ongoing war with another race of savages, they created several weapons
Armor Class: –4 [23] of terrible power. The greatest of these is the living beast known only as
Attack: Bite (6d6), 2 claws (4d6) the Ravager.
Saving Throw: 3 This beast was given incredible vitality, and the power to manipulate its
Special: Trample (4d6), +3 or better weapon to hit, death own body to assume a form most advantageous to it: a crawling weasel-
resistance, cold and fire resistance (50%), form-shifting, like form that can burrow, a hulking apelike humanoid form with greater
magic disruption (20%), regenerate 3 hp/round, vampiric reach and strength, and a winged form to allow it greater mobility and
healing. agility.
Move: 30 After being used once or twice on the battlefield, those who created it
Alignment: Neutral realized its awesome danger and contained it in the strongest prison they
Challenge Level/XP: 40/10,400 could devise, suspended in time until it would once again be needed.
11
 A dungeon of graves bestiary
However, due to the subsequent influence of Orcus near the vault where tency. Once the vault is breached, the Ravager removes the sword and
the Ravager was contained, the wards were damaged, and a taint of evil begins systematically destroying the land. The sword instantly regains its
infected its quarantine. This has resulted in it reproducing asexually, and full abilities once removed from the chamber.
has granted the ravager an astonishing capacity for growth. For every
decade that it lives, it permanently gains 1 hit die. There is no known limit
to how far this advancement can go before it either devastates the planet it
lives on or collapses under its own weight. Shadow Hunter Hatchling
The ravager can damage creatures by simply walking over them,
trampling them for 4d6 points of damage (save for half). Hit Dice: 5
The ravager possesses an innate resistance to effects that would kill Armor Class: 2 [17]
or permanently incapacitate it, including petrification and imprisonment. Attack: Bite (1d6 plus poison)
Against such effects it is considered to automatically make any required Saving Throw: 12
saving throws. It is also immune to all energy level damage and drain. Special: Poison, hunt by smell, shadowblend
The ravager can physically alter its physiology to take on one of the Move: 12/12/12 (climb/swim)
three listed forms: the crawler, the brawler, or the flier. Doing so takes one Alignment: Neutral
minute, and during this period it cannot take any other actions, though it Challenge Level/XP: 7/600
is not considered helpless.

Shadow Hunter Adult

Crawler: This enormous creature stands 18 ft. high at the shoulders
and has a body 30 ft. long. Its body is long and narrow, with eight stubby
legs ending in ebon claws the size of large falchions. Its mouth is filled
with sharp black teeth, and its eyes are jet-black orbs the size of dinner
Hit Dice: 8
platters, set above a delicate muzzle like that of a bulldog. The body is Armor Class: 1 [18]
hairless, covered with a thick, leathery crimson hide. Attack: Bite (1d8 plus poison)
Brawler: Towering 35 ft. high is a massive, apelike creature, resting on Saving Throw: 8
two sets of powerfully muscled legs. A third set of arms, thick and corded Special: Poison, hunt by smell, shadowblend (surprise on 1–4
with muscle, bulges out from its massive shoulders, ending with massive on 1d6 in shadows)
black claws. The mouth is filled with jagged black teeth, and glistening Move: 12/9/12 (climb/swim)
black eyes are set over a wide muzzle. Its skin is deep red, somewhat Alignment: Neutral
lighter on the underbelly. Challenge Level/XP: 10/1400
Flier: With a crack and boom, this creature spreads a pair of great
leathery wings over 50 ft. in span. Its body is lean and covered with The shadow hunter is a great, dark serpent that dwells in the deep
rippling muscle beneath a thick, leathery crimson hide. Its claws and teeth caverns beneath the earth, where it hunts dark elves and other medium- to
are black, as are its eyes. large-sized creatures. An adult specimen is over 40 ft. long and nearly five
Every time the ravager comes into contact with a spell or supernatural feet thick in its midsection. In full light it is covered with non-reflective
effect, there is a percent chance as indicated above that the magic does not black scales, and its underbelly is the dark red of clotted blood. Shadow
affect it. In the case of ongoing effects, a new check is made each round. hunters have the ability to blend into shadows, to protect themselves from
Whenever the ravager hits with a melee attack, it is healed hit points molestation while digesting a meal, and to more successfully stalk prey.
equal to half the damage it inflicts on its opponent. This ability cannot heal Unlike normal snakes, shadow hunters often work in groups of two or
it above its natural maximum hit points. This ability extends to its trample three to corner prey in passages.
special attack, where applicable. Shadow hunters are sly but aggressive hunters, scenting prey and then
stalking it. They usually know the region where they live fairly well,

The Maiden Prison of Swords and often work with other shadow hunters to pin down prey. They are
particularly fond of dark elves, but eat any small to large-sized creature as
long as it is living, organic, and animal-based (i.e., not plant or fungus).
A wall of granite streaked with ribbons of iron stands before you. A When they attack, they strike and envenom their prey, holding on and
massive iron golem resembling a nude woman takes a knee, hands grasp- chewing their poison into their foe until it stops struggling. If facing more
ing a long sword in front of her. Her back to the wall, she holds her head than one foe, they release the poisoned prey and lash out at anyone else
down in reverence. Behind her, two more feminine iron golems hold an attacking them, returning to eat when they have driven off their disturbers.
enormous 20-foot-tall round granite plug against the wall. Three large iron A shadow hunter’s poison is lethal, killing those who fail a saving
long swords are embedded in the stone cover. The golems securing the throw.
door remove two of the swords for combat, leaving the center sword in
place. The stone disk is inscribed with an enigmatic verse that states, “En-
trenched in dark, world surrendered not, Blade of the Maiden, this world
depart.” The golems attack interlopers on sight.
Worm Your Way Out of This One
The round stone door weighs 50 tons and is nearly impossible to move A heavy gate blocks off this underground tunnel from a dark cavern
without the golems’ combined strength. A 30-foot-diameter cylindrical beyond. The gate is locked with a rusted lock, but opens easily on well-
chamber of lead, iron and granite lies beyond the door. The door secures oiled hinges. Beyond the gate, a single lantern flickers feebly nearly 30
the Ravager (currently in brawler form). The third long sword stuck ft. in the air. It casts a weak glow in a 12-foot-radius. Ten feet below
through the door pierces the beast’s chest and holds it captive in suspend- the candlelight hangs an elf, suspended from the same rope to which the
ed animation. lantern is attached. The rope goes behind the elf to some sort of harness,
The sword of maidens has many powers—most now long forgotten— not around his neck. A battered anvil sits beside the gate, and a mace with
but its primary purpose now is to hold the Ravager helpless. If a woman a leather-wrapped handle leans against it. A taut rope is tied around the
wields the blade, the sword of maidens is treated as a +3 long sword that anvil, its length vanishing upward toward the lantern and elf.
makes its wielder immune to level draining and heals 1d6 points of dam- Or at least what remains of the elf. Unless PCs can see in the darkness or
age per day; otherwise, it acts as a +1 long sword. A female paladin wield- light up the room, they won’t see that his torso, head and arms are all that
ing the blade also gains spell resistance equal to her level and can dispel remain. His legs are gone, chomped off at the waist. His arms are bound
evil as a 12th-level Cleric. The long sword (again if wielded by a female) behind his back with a leather strap. A harness wraps around his torso, and
causes temporal stasis upon an opponent if a 20 is rolled to hit. The sword the rope runs to a pulley somewhere high above then back down to the anvil.
of maidens must remain impaled in the subject or the effect is broken. Cutting the rope causes the elf and lantern to drop 20 ft. to the hard stone.
Over the years, the chamber’s leaded vault robbed the sword of its po- A ruthless thieves’ guild uses this chamber to get rid of enemies, spies
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 A dungeon of graves bestiary
and double-crossers. The thieves caught the elf spying, tied him up and releases a cloud of choking dust into the room that deals 1d6 points of
then hoisted him into the darkness. The thieves struck the anvil with the damage (save avoids) to anyone in the chamber.
mace to sound the “dinner bell” and summoned 3 shadow hunters and The 8-foot-deep pits contain dissolving flesh and bone, but nothing of
6 shadow hunter hatchlings. The giant worms now associate the anvil’s any value. One of the prisoner’s skulls in a cell has a gold tooth worth
vibrations with fresh meat and swarm into the room expecting a meal. Any 75 gp. A false bottom inside the base of one of the iron maidens holds
other loud noises in the chamber may also attract the giant hunters. the torturer’s treasure: 54 gp, a thick journal wrapped in brittle leaves
Eight tunnels lead out of the room into a warren of twisting passageways detailing his victims’ deaths, and an assortment of jewelry taken from the
the shadow hunters use to their full advantage to hunt prey blundering into dead worth a total of 200 gp.
their territory.

Mealworm Stone Treant

Hit Dice: 21
A dead purple worms fills this tunnel, its bloated, stinking carcass
Armor Class: –2 [21]
leaving barely enough room to squeeze between it and the rock corridor it
Attack: 6 slams (3d8)
nearly blocks. Large bites rend the flesh of the dead creature. Slimy blood
Save: 3
leaks across the stones. Gnats, flies and vermin scurry over, into and out
Special: Acidic blood, half damage from normal weapons,
of the worm’s distended skin.
radial symmetry, magic resistance (35%)
The purple worm died after blundering through a shadow hunter nest.
Move: 12/3 (burrow)
The angry worms chased their bigger cousin, harrying the worm until
Alignment: Neutral
exhaustion overcame it and the hungry predators finished it off. The larger
Challenge Level/XP: 25/5,900
shadow hunters moved on when a party of dark elves passed nearby, but
6 shadow hunter hatchlings remain. The smaller worms burrow through The stone treant is a variant of the treant native to the elemental plane
the purple worm’s innards, looking for juicy bits. Adventurers passing of earth. They are very rare even there, located in isolated pockets in the
beside the creature are a welcome treat. The hatchlings burst from the plane where they tend groves of crystals and natural gem outcroppings.
sides of the purple worm in a shower of ichor and gore to attack. Knowledge of their existence has been all but lost, as has the ritual of
summoning and binding them into service. A stone treant stands 20-30

Skeleton, Black
ft. tall, with a trunk about 4 ft. in diameter. It weighs close to 10,000
pounds. Stone treants are intelligent, and speak Terran. They generally
do not bother to communicate with non-earth elemental beings, however.
Anyone striking the stone treant with a piercing or slashing attack and
Hit Dice: 6
inflicting damage releases a gout of acidic blood, which causes 5d4 points
Armor Class: 4 [15]
of acid damage to the person who struck it. A saving throw reduces this
Attacks: 1 weapon (1d6) or 2 claws (1d4)
damage by half. The blood becomes inert one round after leaving the
Saving Throw: 11
elemental’s body.
Special: Shriek
Because of its shape, the stone treant can bring no more than four of its
Move: 12 slam attacks to bear on any one target. However, it also perceives the area
Alignment: Neutrality around it equally well, and thus it cannot be flanked.
Challenge Level/XP: 6/400

A black skeleton is a 6-foot-tall skeleton with glistening, black bones,

seemingly constructed of blackened steel. Small red pinpoints of light
The Book of Terran
burn in its hollowed eye sockets. Black skeletons wear any clothes or
In the center of the Petrified Forest of Drevjen sits a salt grotto holding
armor they had in life, and some still carry their gear and weapons. A
the fable Book of Terran. Navigating the stone woods seems an almost
black skeleton can shriek a hellish sound that causes fear (save avoids).
impossible task. All flora in the forest is made of various minerals, crystals
and rock. Leaves and grass of jade, granite trees, flint vines and marble
Cruel Lye undergrowth make travel extremely difficult. Clearing paths requires te-
dious work and stone-cutting tools. Existing trails wind maze-like through
the forest. Aside from the fact that everything is stone, the plant-life acts
Instruments of torture hang from metal hooks that line the walls of this in all respects like living plants. Plant and plant-like creatures brought into
dungeon room. Knives, whips, branding irons and worse hang from leather the woods turn to stone within 24 hours.
straps. Many are coated with dried blood. A massive rack sits in the center The crunch of brittle stone leaves and grass sound with every step PCs
of the 50-foot-by-60-foot chamber, and iron maidens stand in each corner. take. Outlying trees and brush have few leaves, but deeper into the forest
Blood stains cover the floor in wild streaks and dark splotches. Nine 3-foot- the stone trees remain pristine. These massive stone behemoths filter out
tall doors along the walls open into sparse, five-foot-square cells. Three cells most natural light, resulting in vast cave-like rooms and twisting passages
contain skeletons of prisoners forgotten when the room was abandoned. with occasional pinpoints of light beaming through. Damage to the petri-
Four 10-foot-wide square pits cut through the stone floor open into bare fied forest regenerates over time as if the plants still thrive. Plants taken
earth. Each pit is filled to the brim with lye, the white powder mounded from the forest transform into normal vegetation within 24 hours.
and spilling over the rock. Decomposing arms, legs and torsos of various The salt grotto lies in the heart of the forest. A stone lectern made from
humanoid creatures jut from the caustic powder. The obviously dead tree roots in the middle of the 80-foot-diameter grotto holds the Book of
bodies twitch and turn in the lye, however, churning slowly through the Terran. Six stone trees of various species encircle the lectern, their roots
powder. Shifting trails in the lye mark the movement of the body parts. erupting from the ground to secure the book. The Book of Terran holds
Inside the pits are 8 black skeletons (2 per pit) that tug and pull bodies the secrets of the Elemental Plane of Earth. It is rumored that the book
deeper into the powder so they can dissolve. Two stone ladders submerged holds spells capable of summoning volcanoes from the bowels of earth,
in each lye pit let the skeletons scramble out. The skeletons are themselves for calling meteors from the sky or for creating elemental nodes of the
coated with lye, making them appear to be normal skeletons. The skeletons reader’s design. Yggdrasil, a massive and ancient ash stone treant serves
grab anything pushed into the pit (poles, hands, etc.) and attempt to pull as guardian and curator of the Book of Terran. The callous and somber
the item or person into the lye. Bare flesh takes 1d2 points of damage from Yggdrasil cares not for the lives or events of mortals, but may listen to
the corrosive powder. druids renowned for their achievements and stature. Yggdrasil commands
The skeletons’ mouths are also filled with lye, so their first shriek a troop of stone treants scattered throughout the forest.
13
 A dungeon of graves bestiary
controlled by another creature, the water weird and current controller

Tangtal make opposed saving throws with the one rolling best gaining control of
the elemental for that round.
Victims struck by a water weird’s slam attack must pass a saving throw
Hit Dice: 3 or be grappled and pulled into the water.
Armor Class: 6 [13] When reduced to 0 hit points or less, the water weird collapses back
Attacks: 2 claws (1d4+1), 1 bite (1d6) into the water. Two rounds later, it reforms at full strength (minus any
Saving Throw: 14 damage suffered from a purify food and drink spell).
Special: Duplicate Cold-based effects slow the water weird (as the spell of the same name)
Move: 15/6 (swim) for a number of rounds equal to the caster’s level. A purify food and drink
Alignment: Neutrality spell deals 1d4 points of damage per caster level to the water weird. These
Challenge Level/XP: 4/120 hit points are not regained when the water weird reforms.

A tangtal is about 7 ft. long from nose to tail and weighs about 350
to 400 pounds. It has short, stiff fur, dark brown in color. Small white
flecks cover its head, throat and neck, and shoulders. Its legs are long and
A Stone’s Throw
powerful and end in sharpened claws. It has a long, upward curving tail A 200-foot-wide pool of cool, clear water splits this rectangular
with a white tip. Once per day, a tangtal can create up to 8 duplicates of chamber, leaving narrow 10-foot-wide ledges on either side that sit level
itself (otherwise similar to mirror image spell). with the water’s surface. The pool is 20 ft. deep.
Two chunks of white flowstone rise 4 ft. above the water near the water’s

Cat-o’-nine-tails
edge on each side of the room. The sides of the stones are covered with
hundreds of flowing calcite strands frozen in mid-drip above the water.
The top of the flowstone is gone, sheared away to create a three-foot-wide
The deep forests around the city of Taharath are a maze of tree trunks, flat table. Resting on the altar near the PCs are three flat throwing stones,
hanging branches, dense foliage and deep shadows. Ancient oaks grow to each carved with a different symbol.
great heights and wild roses and thistle bushes clog the game trails. Locust If a stone is skipped across the pool, it triggers an effect. The stones
trees grow amid this lush greenery, snagging passers-by with thick thorns. lose their enchantment if removed from this room. A stone reappears
Anyone pushing through the grasping trees may discover a small clearing immediately on the opposite flowstone altar once it is skipped or taken
where the grasses are withered in a 40-foot-diameter circle. from the room. The symbols, effects and order to cast them are:
A blasted oak stump stands in the middle of this clearing. The stump • Wing: A white swan-like boat covered in soft feathers and decorative
is 8-ft.-tall and appears to have been struck by lightning. One side of the ribbons rises out of the water. It seats three people on comfortable down-
stump is carved to resemble a throne. A skeleton dressed in dirty brown filled cushions. The boat does not move or drift on the water, however,
and green rags slumps in the seat, a cat-o’-nine tails held across its lap. even if oars are fashioned to propel it. The boat seems locked in place.
Locust tree thorns decorate the weapon’s leather straps, each three-inch This stone must be skipped first.
barb wickedly sharp. The skeleton’s clothing is torn and shredded. The • Water drop: An 8-HD water elemental forms in the pool. It lies
cloth near the skeleton’s throat is dark with dried blood. dormant in the water, awaiting a command. This stone must be cast second.
A tangtal lives among the trees. The great cat — once the familiar of the • Hand: Skipping this stone commands the water elemental (if present)
evil druid now slumped in the chair — still bears long scars on its flanks, to propel the swan boat across the pool to the opposite shore. At least one
painful reminders of the barbed cat-o’-nine tails its owner frequently used person must be in the boat for it to move. The boat sinks into the water and
on it. The cat viciously attacks anyone touching the weapon. vanishes after the last passenger disembarks. This stone must be cast last.
The weapon is a +1 cat-o’-nine tails. Each strike from the wicked barbs If the stones are skipped out of order, the above effects occur, but a
causes painful red scars that never heal (save avoids). The druid also has a water weird also appears in the pool. The watery serpent attempts to
pouch at his side that contains 2 rubies (60 gp each), 67 gp and a bird whistle. control the water elemental (if present) before attacking.
Lying on the bottom of the pool are six skeletons. Scattered around
them are 40 gp, six necklaces with an inscribed pearl (100 gp each), and a

Water Weird gold scepter (250 gp). The water weird won’t attack anyone wearing one
of the pearl necklaces.

Hit Dice: 6
Armor Class: 2 [17]
Attack: Slam (1d8)
Saving Throw: 11
Witchlight
Special: Control water elemental, resistance to fire (50%), Hit Dice: 1d4 hp
reform body, vulnerabilities Armor Class: 1 [18]
Move: 12 (swim) Attack: Touch (0 damage)
Alignment: Chaos Save: 18
Challenge Level/XP: 8/800 Special: Spells (elders only), glimmer
Move: Fly 12
The water weird is an evil watery, snake-like creature summoned to Alignment: Neutral
the Material Plane by a chaotic spellcaster. They are often employed as Challenge Rating/XP: 2/30
guards to watch over the spellcaster or his belongings. When summoned,
a water weird appears in a large pool of water where it makes its lair. These fey, when young, resemble caterpillars or worms 1/2 inch long
It cannot leave this pool. The water weird appears as a 10-foot long (or with miniscule elven faces. Once they mature they resemble tiny elves no
longer) snake-like creature composed entirely of water. Other than its larger than a fat housefly, with moth-like wings on their backs. They emit
snake-like body, its only distinguishing features are its slitted eyes and a beautiful pastel glow, and when doing so at night they appear to be no
its large mouth. Water weirds hate all living non-water-based creatures more than bobbing globes of soft light. Witchlights are a race of diminutive
and attack them on sight. Though intelligent, water weirds never speak, fey that are raised and bred by pixies and other sylvan creatures to provide
at least to those of any other race. Whether they communicate with one illumination and atmosphere to their events.
another is completely unknown. Witchlights are born in midsummer in a larval state, and subsist on
The water weird has the ability to take control of a water elemental that plant life. In autumn they spin cocoons for themselves in which they ride
is within 30 ft. by succeeding on a saving throw. If the elemental is being out the winter, hatching in early spring in their adult form. As adults, their
14
 A dungeon of graves bestiary
beating wings release thousands of tiny spores, which must come into
contact with collected flower pollen and moonbeams to germinate into
eggs. Adult witchlights have little defense against cold, however, and in
all but the warmest climes they die once autumn begins.
Fey creatures often breed witchlights, dusting their spores with various
pollen types to produce witchlights of different hues. As germinated
pollen glows with tiny pinpricks of light, fey may also do this to create an
enchanting glow or glittering effect on plants in their forests and meadows.
Witchlights have no combat capabilities whatsoever, and so are very
skittish around strangers. If a potentially hostile creature approaches, they will
extinguish their lights and hide. Many fey use them in this manner as guards.
Witchlights produce a luminance in their larval stage equal to a candle in
brightness; in their adult form, this light is of torch strength. Witchlights can
produce or extinguish this light once per round and may control the strength
of the light as well. The glimmer is a steady, soft glow, and may be silvery-
white or just about any color, though the fey that raise them favor soft pastel
shades. Each witchlight has its own unique color, which it cannot change.

Elder Witchlights
Occasionally fey will shelter an adult witchlight that they favor
throughout the winter; or in tropical climates, they may survive naturally
on their own. In any case, a witchlight that sees its second year of
adulthood becomes an elder, becoming a full 1 HD creature, and gaining
1 hit point for each additional year it lives until it reaches the maximum
allowed by its hit dice. In addition, elder witchlights have an Intelligence
of 2, and this increases again to 3 when their hit points reach maximum.
The most intelligent elder witchlights have limited sentience, are able to
understand fey, and may even be capable speaking a few words of it.
For every point of intelligence an elder witchlight has, it gains the ability to
produce one of the following spells at will as a 1st level magic-user. Choose
from cure light wounds (once per minute only), faerie fire, sleep, light,
protection from evil, purify food and drink (once per hour only) or bless.

Help me! Help me!

A dense forest surrounds a massive barley field. The nearly half mile area
of grain was cultivated by locals for brewing until a quake divided the field
and made it too dangerous to farm. A 25-foot-wide chasm now divides the
field. The chasm opens into a vast underground complex where a giant black
widow makes its lair. The spider hangs under a web blocking the chasm 30
ft. below the surface. Non-sticky strands of web cover the area around the
chasm. Moving these alerts the spider to potential prey, and it scurries toward
any disturbance in anticipation of its next meal. The web spanning the chasm
holds the cocooned and desiccated remains of deer, feral goats and boars.
The druid Button Funray (Neutral human male Druid 5; Int 7, Wis 15,
Cha 18) lies in the center of the web. Miraculously, he survived the spider’s
venom, but is too weak to free himself from the web. Button has a peculiar
and extreme personality disorder: He truly believes he is a fairy. Button has
giant dragonfly wings attached to a harness on his back, and he wears a goat
skin wig with fake antennae. His skimpy yet vibrant clothing is lined with
hundreds of tiny bells. Button even clips his ears so they appear pointed. He
wears curly toed shoes and speaks in a high-pitched, whimsical fashion. He
screams “Help me!” in his shrill voice as soon as the spider moves.
Fortunately for Button, the field is infested with hundreds of witch-
lights. Furthermore, an elder witchlight “adopted” him, and believes
Button to be a fey god of some sort. The elder witchlight rallied the witch-
lights to aid Button. The witchlights swarm passers-by and form float-
ing arrows pointing toward the captive druid. At night, the witchlights
coordinate their lights to form sequential flashing arrows to lead potential
rescuers to Button. If rescued, Button commands a single witchlight to
become a follower of each of his PC rescuers. If the witchlight survives
an entire winter with the PC, it becomes an elder witchlight forever in the
service of its liege.

Spider, Giant (Black Widow): HD 4+2; AC 4 [15]; Atk bite

(1d6+2) + poison; Move 4; Save 13; AL N; CL/XP 7/600;
Special: Poison (save or die), webs.

15
 legal appendix
Product Identity: The following items are hereby identified as Product Open Content: Except for material designated as Product Identity (see
Identity, as defined in the Open Game License version 1.0a, Section 1(e), above), the game mechanics of this game product are Open Game Con-
and are not Open Content: All trademarks, registered trademarks, proper tent, as defined in the Open GameLicense version 1.0a Section 1(d). No
names (characters, deities, etc.), dialogue, plots, storylines, locations, portion of this work other than the material designated as Open Game
characters, artwork, and trade dress. (Elements that have previously been Content may be reproduced in any form without written permission.
designated as Open Game Content or are in the public domain are not
included in this declaration.)
Rappan Athuk—A Dungeon of Graves Bestiary is written under version 1.0a of copy, modify and distribute any Open Game Content originally distributed under
the Open Game License. As of yet, none of the material first appearing in Rappan any version of this License.
Athuk—A Dungeon of Graves Bestiary is considered Open Game Content. 10. Copy of this License: You MUST include a copy of this License with every
copy of the Open Game Content You Distribute.
OPEN GAME LICENSE Version 1.0a 11. Use of Contributor Credits: You may not market or advertise the Open Game
Content using the name of any Contributor unless You have written permission
The following text is the property of Wizards of the Coast, Inc. and is Copyright from the Contributor to do so.
2000 Wizards of the Coast, Inc (“Wizards”). All Rights Reserved. 12. Inability to Comply: If it is impossible for You to comply with any of the
1. Definitions: (a)”Contributors” means the copyright and/or trademark own- terms of this License with respect to some or all of the Open Game Content due to
ers who have contributed Open Game Content; (b)”Derivative Material” means statute, judicial order, or governmental regulation then You may not Use any Open
copyrighted material including derivative works and translations (including into Game Material so affected.
other computer languages), potation, modification, correction, addition, extension, 13. Termination: This License will terminate automatically if You fail to comply
upgrade, improvement, compilation, abridgment or other form in which an existing with all terms herein and fail to cure such breach within 30 days of becoming aware
work may be recast, transformed or adapted; (c) “Distribute” means to reproduce, of the breach. All sublicenses shall survive the termination of this License.
license, rent, lease, sell, broadcast, publicly display, transmit or otherwise distrib- 14. Reformation: If any provision of this License is held to be unenforceable,
ute; (d)”Open Game Content” means the game mechanic and includes the methods, such provision shall be reformed only to the extent necessary to make it enforce-
procedures, processes and routines to the extent such content does not embody the able.
Product Identity and is an enhancement over the prior art and any additional con- 15. COPYRIGHT NOTICE
tent clearly identified as Open Game Content by the Contributor, and means any Open Game License v 1.0a Copyright 2000, Wizards of the Coast, Inc.
work covered by this License, including translations and derivative works under System Reference Document Copyright 2000-2003, Wizards of the Coast, Inc.;
copyright law, but specifically excludes Product Identity. (e) “Product Identity” Authors Jonathan Tweet, Monte Cook, Skip Williams, Rich Baker, Andy Collins,
means product and product line names, logos and identifying marks including trade David Noonan, Rich Redman, Bruce R. Cordell, John D. Rateliff, Thomas Reid,
dress; artifacts; creatures characters; stories, storylines, plots, thematic elements, James Wyatt, based on original material by E. Gary Gygax and Dave Arneson.
dialogue, incidents, language, artwork, symbols, designs, depictions, likenesses, Swords & Wizardry Core Rules, Copyright 2008, Matthew J. Finch
formats, poses, concepts, themes and graphic, photographic and other visual or Monster Compendium: 0e, Copyright 2008, Matthew J. Finch
audio representations; names and descriptions of characters, spells, enchantments, Demon, Maphistal The Tome of Horrors Complete. Copyright 2011, Necro-
personalities, teams, personas, likenesses and special abilities; places, locations, mancer Games, Inc., published and distributed by Frog God Games; Author Scott
environments, creatures, equipment, magical or supernatural abilities or effects, Greene.
logos, symbols, or graphic designs; and any other trademark or registered trade- Demon Lord, Orcus The Tome of Horrors Complete. Copyright 2011, Necro-
mark clearly identified as Product identity by the owner of the Product Identity, and mancer Games, Inc., published and distributed by Frog God Games; Author Scott
which specifically excludes the Open Game Content; (f) “Trademark” means the Greene and Clark Peterson, based on original material by Gary Gygax.
logos, names, mark, sign, motto, designs that are used by a Contributor to identify Dragon, Faerie The Tome of Horrors Complete. Copyright 2011, Necromancer
itself or its products or the associated products contributed to the Open Game Li- Games, Inc., published and distributed by Frog God Games; Author Scott Greene,
cense by the Contributor (g) “Use”, “Used” or “Using” means to use, Distribute, based on original material by Brian Jaeger and Gary Gygax.
copy, edit, format, modify, translate and otherwise create Derivative Material of Mustard, Jelly The Tome of Horrors Complete. Copyright 2011, Necromancer
Open Game Content. (h) “You” or “Your” means the licensee in terms of this agree- Games, Inc., published and distributed by Frog God Games; Author Scott Greene,
ment. based on original material by Gary Gygax.
2. The License: This License applies to any Open Game Content that contains a Skeleton, Black The Tome of Horrors Complete. Copyright 2011, Necromancer
Games, Inc., published and distributed by Frog God Games; Authors Scott Greene
notice indicating that the Open Game Content may only be Used under and in terms
and Bill Webb.
of this License. You must affix such a notice to any Open Game Content that you
Tangtal The Tome of Horrors Complete. Copyright 2011, Necromancer Games,
Use. No terms may be added to or subtracted from this License except as described Inc., published and distributed by Frog God Games; Author Scott Greene.
by the License itself. No other terms or conditions may be applied to any Open Wight, Barrow The Tome of Horrors Complete. Copyright 2011, Necromancer
Game Content distributed using this License. Games, Inc., published and distributed by Frog God Games; Author Scott Greene
3.Offer and Acceptance: By Using the Open Game Content You indicate Your and Clark Peterson.
acceptance of the terms of this License. Zombie, Juju The Tome of Horrors Complete. Copyright 2011, Necromancer
4. Grant and Consideration: In consideration for agreeing to use this License, the Games, Inc., published and distributed by Frog God Games; Author Scott Greene,
Contributors grant You a perpetual, worldwide, royalty-free, non-exclusive license based on original material by Gary Gygax.
with the exact terms of this License to Use, the Open Game Content. Rappan Athuk—A Dungeon of Graves Bestiary- Copyright 2012 Bill Webb,
5.Representation of Authority to Contribute: If You are contributing original Frog God Games
material as Open Game Content, You represent that Your Contributions are Your
original creation and/or You have sufficient rights to grant the rights conveyed by
this License.
6.Notice of License Copyright: You must update the COPYRIGHT NOTICE por-
tion of this License to include the exact text of the COPYRIGHT NOTICE of any
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7. Use of Product Identity: You agree not to Use any Product Identity, includ-
ing as an indication as to compatibility, except as expressly licensed in another,
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You agree not to indicate compatibility or co-adaptability with any Trademark or
Registered Trademark in conjunction with a work containing Open Game Content
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Game Content does not constitute a challenge to the ownership of that Product
Identity. The owner of any Product Identity used in Open Game Content shall retain
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8. Identification: If you distribute Open Game Content You must clearly indicate
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9. Updating the License: Wizards or its designated Agents may publish updated
versions of this License. You may use any authorized version of this License to

16