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Page 184
Victor: Half-elf Rog 5/Asn 4; Medium humanoid; HD 5d6+5 plus 4d6+4; hp 40; Init +6; Spd 30 ft.; AC 20, touch 12, flat-footed 18; Base Atk +6; Grp +9; Atk +10 melee (1d6+4/18-20 +1 rapier) or +9 ranged (1d8+1/19-20, masterwork light crossbow with +1 bolt); Full Atk +10/+5 melee (1d6+4/18-20 +1 rapier) or +9 ranged (1d8+1/19-20, masterwork light crossbow with +1 bolt); SA sneak attack +5d6, death attack; SQ evasion, immune to sleep, trap finding, trap sense +1, low-light vision, poison use, uncanny dodge, +2 bonus on saves against poison, +2 bonus on saves against enchantment effects; AL CE; SV Fort +3, Ref +10, Will +2; Str 16, Dex 14, Con 13, Int 13, Wis 10, Cha 9.

Skills and Feats: Balance +11, Concentration +3, Disguise +3, Escape Artist +5, Hide +18, Intimidate +7, Jump +12, Listen +13, Move Silently +13, Search +2, Spot +9, Tumble +15; Dodge, Combat Expertise, Improved Disarm, Improved Initiative.

Assassin Spells Known (4/1; save DC 11 + spell level; 25% arcane spell failure chance): 1st—disguise self, detect poison, obscuring mist, ghost sound;2nd—alter self, darkness, spider climb

Death Attack (Ex): If the assassin studies a target for 3 rounds and then makes a sneak attack with a melee weapon that successfully deals damage, the sneak attack can also paralyze (for 1d6+4 rounds) or kill the victim. Fort save DC 15 to resist.

Possessions: +1 rapier, +1 elven chain, +1 buckler, masterwork light crossbow, 5 +1 bolts, 1 screaming bolt, 14 bolts, cloak of elvenkind, potion of lesser restoration.

Victor is typically found in the Outer Fane, area 16 (page 113).

Victor's spellbook has been removed from his inventory as 3.5 assassins are spontaneous spell casters.

Comments: Spells deleted from spell selection which can be subtituted in to taste are pass without trace, and undetectable alignment. Note that spider climb is now a level 2 assassin spell in 3.5.

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Page 179
Bethe: Human Rog 5/Asn 4; Medium humanoid; HD 5d6+5 plus 4d6+4; hp 40; Init +7; Spd 30 ft.; AC 21, touch 13, flat-footed 18; Base Atk +6; Grp +8; Atk +9 melee (1d6+3/18-20 +1 rapier); Full Atk +9/+4 melee (1d6+3/18-20 +1 rapier) or +9/+4 ranged (5d6 lightning, +2 javelin of lightning); SA sneak attack +5d6, death attack; SQ evasion, trap finding, trap sense +1, poison use, uncanny dodge, +2 bonus on saves against poison; AL CE; SV Fort +3, Ref +11, Will +5; Str 14, Dex 17, Con 12, Int 12, Wis 12, Cha 9.

Skills and Feats: Balance +12, Concentration +3, Disguise +5, Escape Artist +6, Hide +19, Intimidate +7, Jump +11, Listen +13, Move Silently +14, Spot +9, Tumble +16; Dodge, Improved Initiative, Iron Will, Mobility, Spring Attack.

Assassin Spells Known (4/1; save DC 11 + spell level; 25% arcane spell failure chance): 1st—disguise self, detect poison, ghost sound, obscuring mist;2nd—alter self, darkness, spider climb

Death Attack (Ex): If the assassin studies a target for 3 rounds and then makes a sneak attack with a melee weapon that successfully deals damage, the sneak attack can also paralyze (for 1d6+4 rounds) or kill the victim. Fort save DC 15 to resist.

Possessions: +1 rapier, +1 elven chain, +1 buckler, 2 javelins of lightning, cloak of elvenkind, potion of cure moderate wounds.

Bethe is typically found in the Outer Fane, area 16 (page 113).

Bethe's spellbook has been removed from her inventory as 3.5 assassins are spontaneous spell casters.

Comments: Spells deleted from spell selection which can be subtituted in to taste are pass without trace, and undetectable alignment. Note that spider climb is now a level 2 assassin spell in 3.5. Bethe's intelligence is 11 but this has been upped to 12 to allow her access to 2nd level spells. To minimize impact on the character it has been assumed that this was her 8th level bonus ability point and 2 points have been added to Disguise.

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pg. 108 - OF1
Alcove #1: ...
3. Ice storm and polymorph.
6. Greater Teleport.

These trap challenge ratings are very difficult. I don't see any real errors, so I'd leave them as is.

Chymon: Female young adult red dragon; CR 13; Huge Dragon (fire); HD 19d12+95 (218 hp); Init +4; Spd 40ft, fly 150ft (poor); AC 26 (-2 size, +18 natural; touch 8, flat-footed 26); BAB +19; Grapple +37; Atk +27 melee (2d8+10, bite) or +27 melee (2d8+15, crush); Full Atk +27 melee (2d8+10, bite) and +25 melee (2d6+5, 2 claws) and +25 melee (1d8+5, 2 wings) and +25 melee (2d6+15, tail slap); or +27 melee (2d8+15, crush); SA Breath weapon, crush, frightful presence, spells; SQ Blindsense 60ft, darkvision 120ft, DR 5/magic, immunity to fire, sleep, and paralysis, locate object, keen senses, SR 19, vulnerability to cold; Space/Reach 15/10 (15 with bite); AL CE; SV Fort +16, Ref +11, Will +13; Str 31, Dex 10, Con 21, Int 14, Wis 15, Cha 14.

Skills and Feats: Bluff +21, Concentration +24, Diplomacy +23, Intimidate +4, Jump +31, Knowledge (religion) +21, Listen +21, Search +21, Spellcraft +13, Spot +21; Ability Focus (breath weapon), Flyby Attack, Improved Initiative, Improved Sunder, Multiattack, Power Attack, Snatch.

Breath Weapon (Su): 50ft cone of fire, 10d10 points of fire damage, Ref save DC 26 half.

Fightful Presence (Ex): 150ft range; creatures must succeed at a Will save (DC 21) or become panicked for 4d6 rounds (if 4 or less HD) or become shaken for 4d6 rounds (5 HD or more).

Crush (Ex): This special attack allows a flying or jumping dragon of at least Huge size to land on opponents as a standard action, using its whole body to crush them. Crush attacks are effective only against opponents three or more size categories smaller than the dragon (though it can attempt normal overrun or grapple attacks against larger opponents). A crush attack affects as many creatures as can fit under the dragon’s body. Creatures in the affected area must succeed on a Reflex save (DC 24) or be pinned, automatically taking bludgeoning damage during the next round unless the dragon moves off them. If the dragon chooses to maintain the pin, treat it as a normal grapple attack. Pinned opponents take damage from the crush each round if they don’t escape. Chymon's crush attack deals 2d8+15 points of damage.

Keen Senses (Ex): A dragon sees four times as well a human in shadowy illumination and twice as well in normal light. It also has darkvision out to 120 feet.

Locate Object (Sp): 5/day (as Sor5).

Spells Known (6/7/5; base DC = 12 + spell level): 0--arcane mark, detect magic, ghost sound, mage hand, open/close, read magic; 1--alarm, cure light wounds, mage armor, true strike; 2--cure moderate wounds, invisibility.

Possessions: armband of reduction.

Typically found in her lair atop the coin file in area 1 of the Outer Fane. She might also be in one of the alcoves below her lair, admiring her valuable treasure.

The ability scores are changed to be the normal for a young adult red dragon and correspond to the stats. If you wish to use the ability scores listed in the module, the stats do not coincide (specifically Dex and Con make a difference). I assume the scores are a typo.

Hide did not need to be listed. Scry is no longer a skill. Spellcraft is no longer a class skill or free. She had two extra ranks (22 in Spellcraft), so I put it in Jump.

She gets two new feats (besides the change to Improved Sunder). I chose Multiattack and Ability Focus (breath weapon). The DC is quite high, so be careful. Other good choices would be Improved Natural Weapon (bite) or Cleave.

Since I gave her Ability Focus (breath weapon), I'd say that the new DC is not applied to the crush, despite the text in the Monster Manual. Snatch is a normal feat now, so I did not include the text. I copied the text on Crush from the SRD.

Her possessions were not listed in the module. A new take on the armband is given below.

Armband of Reduction: This metal armband allows its wearer to reduce his height to one-half of normal, as if a reduce person spell had been cast upon him (it affects humanoids and dragons). This effect functions once per day and lasts for 2 hours (and may be dismised at will by the wearer).

Caster Level: 5th; Faint Transmutation; Prerequisites: Craft Wondrous Item, reduce person; Market Price: 2,000 gp; Weight 1 lb.

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pg. 109 - OF2
A magic item specification for Dragon Spirits was never provided. Since it somewhat duplicates a pearl of power, I suggest similar abilities: strong transmutation, CL 17th; Craft Wondrous Item; price 250gp. The price is pure guesswork. It's only a one use item.

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pg. 109 - OF3
Ogres (6): hp 31, 29, 29, 31, 33, 30; AC 21 (full plate); Large greatsword +9 melee (3d6+7); Weapon Focus (greatsword instread of greatclub); 3d10gp each; see Monster Manual page 199.

Ogres now get Toughness, thus the change in hit points. A medium greatsword does 2d6, and a Large one would be 3d6.

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pg. 111 - OF5
No Changes.

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pg. 109 - OF4
The search DC of the secret door is not provide. I suggest DC 25. You might consider having the magic dust in the ewer follow the new heal rules and heal up to 150hp rather than full hit points. However, this is not likely to matter.

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Satau: Male mind flayer Sor2; CR 10; Medium Aberration; HD 8d8 plus 2d4 (41 hp); Init +6; Spd 30; AC 17 (+2 Dex, +3 natural, +2 deflection; touch 14, flat-footed 15); BAB +7; Grapple +8; Atk +9 melee (1d4+1, tentacle); Full Atk +9 melee (1d4+1, 4 tentacles); SA Extract, improved grab, mind blast, psionics; SQ Darkvision 60ft, SR 27, telepathy 100ft; AL LE; SV Fort +3, Ref +5, Will +14; Str 13, Dex 15, Con 10, Int 19, Wis 18, Cha 17.

Skills and Feats: Bluff +11, Concentration +13, Diplomacy +6, Disguise +3 (+5 acting), Hide +8, Intimidate +10, Knowledge (arcana) +12, Knowledge (religion) +9, Listen +12, Move Silently +7, Spot +12, Spellcraft +14; Combat Casting, Dodge, Improved Initiative, Weapon Finesse.

Spells Known (5/3; base DC = 13 + spell level): 0 - arcane mark, detect magic, detect poison, mage hand, read magic; 1 - shield, true strike.

Extract (Ex): see Monster Manual.
Improved Grab (Ex): see Monster Manual.
Mind Blast (Sp): see Monster Manual.
Psionics (Sp): see Monster Manual.
Telepathy (Su): see Monster Manual.

Possessions: Wand of invisibility (16 charges), ring of protection +2, arcane scroll of see invisibility, arcane scroll of displacement, cloak of resistance +1, wand of magic missile (5th, 20 charges), silver necklace with moonstones (700gp value).

Spell resistance for mind flayers now includes the class level (25 + class level).

I adjusted the skills they matched the module then added +12 skill points for 2 levels of sorcerer.

He loses 2 feats because base mind flayers get fewer. I dropped Alertness and Combat Expertise.

Sorcerers cannot use pearls of power, so I swapped it out for a cloak of resistance +1.

I did not type out the special abilities because they are considered IP. It's easy enough to look them up as I do not believe they change.

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Page 112

13. The Grinder (EL 9)

The Grinder CR 9; mechanical; location trigger; repair reset; DC 20 Reflex save avoids; 6d6 grinding blades for each of 3 rounds; Search DC 25, Disable Device DC 26.

Ok, here's how I figure it (Traps are tough to get down solid). +1 to CR for 25-29 Search, +1 to CR for 25-29 Disable, +0 to CR for DC 16-24 save, 18d6 average / 7 = +9 CR. I took away a -2 Ad-hod because it deals it's damage over 3 rounds with opportunities to counter/avoid/heal and because it's at the low end of the search and disable spectrum.

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Page 113

14. The Earth Door (EL 11)

Elder Earth Elemental: hp 225; see Monster Manual page ??.

17. Assassins' Quarters

...doses of dark reaver powder (see page ?? of the Dungeon Master's Guide).

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Page 114

19. Master Hedrack's Suite (EL variable)

Human Warrior Skeletons (2): hp 3, 6; see Monster Manual page ??.

Strike this sentance: "He can be assumed to have always cast bull's strength and endurance."[/b]

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Hedrack: Male human Clr14; CR 14; Medium-size humanoid (human); HD 14d8+28; hp 102; Init +0, Spd 20 ft.; AC 24 (touch 10, flat-footed 24); BAB +10; Grapple +11; Atk +13 melee (1d8+1, Masterwork Heavy Mace) or +9 melee (6, tentacle from lesser tentacle rod or +10 ranged (d8/19-20, light crossbow) ; FAtk +13/+8 (Heavy Mace, as above) or +9 (3 tentacles, as above); SA rebuke undead 4/day; SQ insanity; AL CE; SV Fort +11, Ref +4, Will +11; Str 13, Dex 10, Con 15, Int 15, Wis 21 (14*), Cha 13.

* Adjusted to take Insanity into account.

Skills and Feats: Concentration +19, Knowledge (Arcana) +18, Knowledge (religion) +18, Listen +9, Spellcraft +20, Spot +9; Alertness, Cleave, Empower Spell, Power Attack, Scribe Scroll, Weapon Focus (heavy mace).

Rebuke Undead: Hedrack gains a +2 synergy bonus on Rebuke Undead checks because he has 5 or more ranks in Knowledge (religion).


If Hedrack has a chance to cast bull's strength and bear's endurance upon himself prior to melee, he will do so. With bull's strength and bear's endurance hp 130, Atk +15 melee (1d8+3, Masterwork Heavy Mace); FAtk +15/+10 (as above); SV Fort +13; Str 17, Con 19. Concentration +21.

Insanity (Ex): Insanity score 7. Wis 28 for bonus spells and DCs; Wis 14 for all other Wis-based checks.

Spells Prepared (6/9/8/7/7/6/5/4; base DC = 19 + spell level): 0—cure minor wounds, detect magic, guidance, light, read magic, resistance; 1st—bless, command, cure light wounds, divine favor, doom, lesser confusion*, protection from good, sanctuary, shield of faith; 2nd—bull’s strength, bear’s endurance, cure moderate wounds, death knell, hold person, shatter*, silence, spiritual weapon; 3rd—cure serious wounds, dispel magic, magic vestment, prayer, protection from energy, rage*, summon monster III; 4th—confusion*, cure critical wounds, divine power, freedom of movement, greater magic weapon, spell immunity, summon monster IV; 5th—circle of doom*, dispel good, flame strike, greater command, insect plague, slay living; 6th—blade barrier, greater dispelling, harm, phantasmal killer*, word of recall; 7th-blasphemy, destruction, disintegrate*, greater scrying.
* Domain spell. Deity: Tharizdun. Domains: Destruction (1/day smite, +4 attack, +14 damage); Madness (1/day add Insanity score to Wis-based roll).

Possessions: Ochre robes, lesser rentacle rod, periapt of wisdom +2, +1 full plage, amulet of natural armor +2, +1 large steel shield, divine scroll of heal, harm, and spell resistance, divine scroll of true seeing, contact medallion, masterwork heavy mace, light crossbow, 10 bolts, 15 pp, 68 gp, holy symbol (obex).

Hedrack is typically found in the Outer Fane, room 19 (Page 114).

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"Whadda ya mean, Orcs get levels too?!?"

"Whadda ya mean, Orcs get levels too?!?"