In the Depths of BlackWater

Contents
PDF Edition:
New material and editing
by Philip Reed 1. BLACKWATER . . . . . . . . . . . . . . . . .3
HISTORY . . . . . . . . . . . . . . . . . . . . . . . .3
Illustrated by Christopher Shy Timeline . . . . . . . . . . . . . . . . . . . . .4
THE CITY TODAY . . . . . . . . . . . . . . . . . .7
PortTown . . . . . . . . . . . . . . . . . . . . .7
PEOPLE . . . . . . . . . . . . . . . . . . . . . . . . .7
Print Edition: City Guards . . . . . . . . . . . . . . . . . . .8
2. CHARACTERS . . . . . . . . . . . . . . . . . .9
Written by Russell Godwin RACES . . . . . . . . . . . . . . . . . . . . . . . . . .9
Elan . . . . . . . . . . . . . . . . . . . . . . . .9
Additional Material by blight
Half-Elan . . . . . . . . . . . . . . . . . . .10
CLASSES . . . . . . . . . . . . . . . . . . . . . . .11
Guardian . . . . . . . . . . . . . . . . . . . .11
Multiclass Characters . . . . . . . . . .13
SKILLS . . . . . . . . . . . . . . . . . . . . . . . .14
FEATS . . . . . . . . . . . . . . . . . . . . . . . . .14
3. THE DEPTHS . . . . . . . . . . . . . . . . . .15
THE SEWERS . . . . . . . . . . . . . . . . . . . .15
Derelicts . . . . . . . . . . . . . . . . . . . .15
THE CAVERNS . . . . . . . . . . . . . . . . . . .16
TRADITIONAL MONSTERS . . . . . . . . . .17
DEVIANTS . . . . . . . . . . . . . . . . . . . . . .17
Ananoka . . . . . . . . . . . . . . . . . . . .17
Sewer Crawlers . . . . . . . . . . . . . . .18
Sewer Stalkers . . . . . . . . . . . . . . .18
ADVENTURE SEEDS . . . . . . . . . . . . .19
Party Composition . . . . . . . . . . . .20
GLOSSARY . . . . . . . . . . . . . . . . . . . . .21
OPEN GAME LICENSE . . . . . . . . . . . .21
PRODUCT IDENTITY . . . . . . . . . . . . .22

Editing by D.B. Lincoln

Proofreading by Vikki Godwin
In the Depths of Blackwater is copyright
2001, 2002 by Consortium Entertainment.
Blackwater and DarkWar Saga are trademarks of
Consortium Entertainment. All rights reserved.
Artwork copyright 2002 Christopher Shy.
Dungeons & Dragons and Wizards of the Coast ar e
Registered Trademarks of Wizards of the Coast and are used
with permission.
www.philipjreed.com
www.studioronin.com
www.rpgnow.com
NOTE: I have left the references to future
BlackWater supplements in place. I know Russell has
plans to complete them. Watch my website for any
updates on the BlackWater series.
Introduction
Welcome to Blackwater a city of mystery and adventure! Ancient forces locked in an eternal struggle await
you in this, the first book of The DarkWar Saga.
Blackwater is a campaign setting, not a stand-alone module or adventure. It is written for the experienced
GM, someone looking for a framework on which he or she can build a campaign. However, the individual books
of The DarkWar Saga can also be used as a quick addition to an already-existing campaign, providing a gener-
ic port city to entertain players and GMs alike.
You'll not find any boxed text labeled Read aloud or dungeons to crawl through. (Dont let the map of the
sewers fool you theyre an integral part of the city.) Instead youll find a book rich with detail, ready to take
your players to another world of intrigue, of danger, and of adventure.
Now get out there and start on your path to glory!
Russel Godwin
Austin, TX
2001
This is the first PDF Im releasing not created 100% by myself. Russell Godwins In the Depths of
BlackWater was released in 2001 and quickly sold through the initial print run. Having known Russell for a few
years now, and knowing that he wasnt doing anything with the material, I offered to take it and create a ver-
sion for PDF sales. The addition of Christopher Shy to the project just meant that it could look even more fan-
tastic in PDF form than it did in print.
I hope you enjoy In the Depths of BlackWater. You can always e-mail me with comments at
philip@philipjreed.com. And be sure to visit my website at www.philipjreed.com. Theres lots of free stuff
there for you and its the first place to learn about anything new Im working on.
Philip Reed
Austin, TX
2002
2

Chapter One
BlackWater
GEOGRAPHY
Blackwater sits on the northern rim of a large bay
on the Sothrin Sea. The bay is deep and provides a
natural harbor from the rough sea beyond. Cliffs
stretch along the coast for over 40 leagues (240 miles)
in both directions. To the north of the city, plains and
forests extend for 25 leagues (150 miles) gradually
turning into the foothills of the Dartok Mountains,
which run northwest to southeast. The mountains are
over 60 leagues (360 miles) wide where the Great
Passage connects the Blackwater area to Kyrstok.
In the Depths of BlackWater
WHY BLACKWATER?
When the first settlers discovered the bay in the
early spring, its waters were dark and murky,and so
they named the bay Blackwater. The sea turned blue
in the summer, but when the next spring came, the
sea once again turn black. The rangers and druids
searched for the cause and discovered that black silt
and dirt runs off from the Dartok mountains into the
bay. Once out in the open sea, the water becomes a
familiar deep blue, but after especially harsh win-
ters, the blackness can spread miles beyond the bay.

HISTORY
DISCOVERY
The Passage through the Dartok Mountains was
discovered in 794 CR (common reckoning) by
explorers from Kyrstok. Three expeditions were lost
in mapping the route before a fourth finally made it
through. The explorers negotiated an agreement with
the dwarves in the Dartok Mountains for future trav-
el through their abandoned mines and halls, which
made up over three-quarters of the Passage. Shortly
after their return, the explorers met their demise on
another mission, and the passage was soon nothing
more than an entry on a scroll in a sage's library.
In 829, Kriistov VI ascended to the throne. A
learned and educated man, he value knowledge over
military conquest, and created many public works,
among which was a great library. He decreed all
books and scrolls from other libraries should be
copied and placed in the central library, to preserve
the knowledge for all. (At the urging of the Mages
Guild, personal journals and spellbooks were exclud-
ed from this process.) Even with the hiring of hun-
dreds of scribes and wizards, the task would take over
30 years.
3

In 850, a young scribe was given yet more scrolls to
begin copying. The first one he opened had the explor-
ers story of the Great Passage and the valley beyond.
Excited by the discovery, he rushed to show the master
scribe. The scribe burst into his masters office, disturb-
ing a meeting between the master scribe and Kriistov.
Kriistov was equally excited by the young scribes dis-
covery. Within weeks, Kriistov sent a heavily armed
expedition to the Dartok mountains to see if the scrolls
story and map were accurate. Three months later an
advance scout rode into the royal castle, bringing word
that the expedition had returned.
Kriistov anxiously read the captains report. The
map was completely accurate, and the Passage was
easily navigated. The expedition had seen no signs of
the dwarves mentioned in the scroll, but they had
encountered and destroyed many dark and strange
creatures. Once through the Passage, rangers were
sent on a brief scouting mission into the forest
beyond. They only thing of consequence they found
was a small group of what they believed to be elves,
obviously patrolling the woods. The elves kept their
distance from the rangers and the expedition, never
approaching the strangers.
In the Depths of BlackWater
The captain decided it was safe to explore and sent
more scouting parties into the forest. When such a
party tried to go too deep into the forest, the trees
moved to form a barrier or great wolves would appear
to stop the scouts. After three weeks of cautious
exploration, the expedition made it through to the
gently rolling plains beyond. Two weeks later, they
discovered Blackwater Bay. There were no signs of
villages or inhabitants in this valley.
This was enough to convince Kriistov to establish a
colony. Kyrstok was a small, landlocked kingdom, and
establishing its own port would mean new opportuni-
ties and wealth. He was a practical educated man.

TIMELINE THE EARLY YEARS

The first colonists were chosen carefully. They had to
794 Discovery of the Great Passage and the land beyond it. be self-sufficient and ready for any challenge since
852 Colonists travel through the Great Passage and settle at Blackwater bay. Kyrstok was, at best, a full months travel from
Blackwater. Over 150 people members of every guild,
868 The Great Cataclysm seals the Passage, isolating Blackwater from Kyrstok.
nobles, farmers and laborers, priests, fighters, mages,
873 Formation of the Council, with representatives from the noble houses, guilds, and commoners. rangers, and druids were recruited for this effort.
877 Settlers construct the first fleet (3 ships) to explore beyond the harbor. Scouts from the previous expedition were sent to escort
879 The Purge begins. Abominations appear, destroying the temples and killing the clerics. the colonists to their new home.
The colonists left in early 852, wanting to arrive in
896 Discovery and settlement of the Antiri Islands. the valley in the spring. The journey through the
939 End of the Purge. The Council outlaws the cleric class. Passage was uneventful and relatively quick, but their
951 The first guardians appear. luck did not hold. On the third evening after emerging
1602 Completion of construction of the sewers beneath Blackwater. from the Passage, a great storm rose up and horrific
creatures attacked the colonists. The colonists repelled
1606 First contact with the ananoka and discovery of the caverns. the creatures with only a few losses, but the storm and
1647 Birth of the first half-elan. creatures had destroyed many of their supplies. Some
1719 A great earthquake causes the Reopening of the Great Passage. wanted to turn back, but the leader of the group, Lord
Kondrati, convinced them to push forward.
1724 Kyrstok begins re-exploring the Passage. Eight expeditions are lost in the exploration.
The scouts and druids provided some food and
1727 The Ninth Expedition arrives in Blackwater. Kyrstok resumes relations with its lost colony. water for the colonists, but within a week, they knew
1731 First Dartok War Orcs, goblins, and other dark races begin attacking the trade caravans travel- it would not be enough. The colonists awoke one
ing through the Passage. A combined Blackwater-Kyrstok army defeats them. morning to baskets of fruit and bread, and got their
1741 Discovery of new veins of gold in the Great Passage. Kyrstok begins mining side passages. first glimpse of the elves the scouts had reported
seeing. The elves continued to help the colonists,
1749 Kyrstok tries to reassert its sovereignty over Blackwater. The Elan convince Kyrstok to abandon its plan for
albeit from a distance, until they arrived at the bay.
conquest.
After this initial contact, the elves were not seen
1752 Construction of PortTown begins. again for over three generations and became a leg-
1755 Events of this book. end among the settlers.
4

The colonists quickly constructed a small village
on the hills overlooking the bay and planted crops in
the fields to the north. Their first summer was pleas-
ant, and the winter very mild, especially compared to
the icy winters of Kyrstok. The next year, replace-
ment supplies and more colonists arrived from
Kyrstok.
The village began to take shape as a small wall was
constructed (more out of habit than necessity) and
permanent structures replaced the thrown-together
shelters from the first year. Everyone, from the lowest
workers to Lord Kondrati, was proud of their accom-
plishment. Over the next 15 years, more settlers
arrived, including members of six other noble houses.
Blackwater was well on its way to becoming a thriv-
ing hold of Kyrstok. That was about to change.
THE GREAT CATACLYSM
In the fall of 868, a great earthquake struck the area.
Even though it was not centered on Blackwater, it did
extensive damage to the town. Legends say that the
quake lasted a full day and night, but no sage or druid
believes this possible. A scouting party was immedi-
ately dispatched to clear rubble and debris from the
Passage and assist travelers, but when they arrived,
the entrance to the Passage was gone. Large boulders
covered the entire area, many the size of wagons.
Lord Kondrati ordered all the mages, priests, and
druids to open the Passage. As they approached the
Passage, the trees, animals, and even land itself
blocked and attacked them, but never to kill, only to
dissuade. When they finally reached the entrance,
they found not rubble and boulders, but smooth stone,
as if the Passage had never been there. A small expe-
dition was sent the next summer, to try to cross the
Dartok Mountains, but even during the summer the
peaks were impassable. With little choice, the vil-
lagers of Blackwater went on with life cut off from
their homeland of Kyrstok.
In 873, when it was obvious that Blackwater was
truly isolated, several of the nobles saw this as an
opportunity to seize power. Lord Kondrati had been
chosen by Kriistov not only for his education and loy-
alty but also for his sense of obligation to his subjects.
Kondrati received word of their plans and acted quick-
ly. Working in secret with the guild masters and other
loyal nobles, Kondrati established a Council, rather
than himself or any one man, to rule the city. With the
backing of the entire city, Kondrati was able to easily
defeat the treacherous nobles, and Blackwater became
a city-state.
The Council ordered the construction of public
works in honor of Kriistov. A library was the first
project, but Lord Kondrati had other plans as well. He
financed the construction of a fleet to explore the
Sothrin Sea. Official records state that Kondrati died
in 877, the night after watching the ships sail from the
harbor. Most sages discount this as part of his myth
and claim he died a month before the ships launched.
THE PURGE
Two years later in 879, the first Abominations
appeared horrible, misshapen creatures that rose up
from the earth and descended from the skies. At first
they appeared in groups of two or three, and were eas-
ily destroyed. The creatures seemed to grow stronger
and more focused between attacks, and attacked in
larger numbers each time. Most assumed that were
mindless beasts, but it soon became apparent that
these Abominations had a goal to destroy the priests
and temples.
The Abominations had some way of sensing the
stronger priests and attacked them first during a bat-
tle. If one fell while attacking a priest, another would
take its place, even it meant ceasing an attack on
another foe. If there were no priests nearby, the
Abominations would charge the temples. They were
relentless; they always fought until they were
destroyed.
In the Depths of BlackWater
Much of Blackwater was devastated in the fighting,
but in 882 the Abominations disappeared as quickly
as they had appeared. The citizens began the long task
of rebuilding the city. Homes were the first priority,
with the public works and temples a close second.
Exploration had been suspended during the attacks
and the reconstruction, but resumed in 895 as the tem-
ples were reopening. The Abominations returned the
next month, this time even stronger and more deter-
mined. This time, however, they attacked the entire
city, forcing the troops to split their men, making the
priests and temples easier targets. This second wave
lasted just two months; the Abominations were grow-
ing more efficient. Fewer people were killed in the
second wave than the first, but much more of the city
was destroyed.
The explorers returned in early 896 with news of a
group of islands far to the southwest. The captain had
named them the Antiri Islands, after himself. He was
a braggart, but a natural born leader and expert sailor.
Against the Councils wishes, he recruited over 200
settlers (including many of his own men) and left
Blackwater to establish a new life in the Islands.
The citizens of Blackwater now faced the task of
rebuilding yet again, but this time with fewer people to
repair much more damage. In 920, as the construction
neared completion,the Abominations returned in a third
wave. This time, their attacks were well coordinated, as
if being led or directed by something, and they
destroyed only the temples and priests. After this attack,
the Council contemplated abandoning Blackwater and
joining Antiri and his settlers in the islands, but Lord
Arkadi, Kondratis son, convinced them to stay.
The reconstruction was completed in just five years,
and life returned to normal for a time. But in 939 the
Abominations struck one last time. Priest and novice
alike were killed gruesomely, and the temples were
turned to rubble. The Abominations then rampaged
through the city, killing and destroying indiscriminant-
ly. Only 300 people survived the time of the Purge, and
the town was in ruins. The Council declared the wor-
ship of gods illegal and forbade anyone from becoming
priests or servants of any god.
5
 In the Depths of BlackWater
THE ELAN AND THE GUARDIANS
The elan (the elves encountered earlier) appeared
in 940, offering aid to the survivors. Although aloof
and distant to most of the villagers, they did show
interest in a handful, all of whom were especially adept
at healing. The elan (see pp. 9-10) invited these healers
into their forest village to train them to use their gift.
The healers reappeared a decade later, trained in elani
and druidic traditions and with their natural healing
ability enhanced. Within a few years, the healers began
to exhibit a very strong sense of duty to the village and
villagers, and were soon given the name Guardians
by the populace. (See Guardian, pp. 11-13.)

THE LOST YEARS

With such a small population, rebuilding was a long,
arduous process, as daily survival took precedence
over rebuilding or expanding. The reconstruction took
centuries. Although the completion of the sewers in
1602 officially marked the end of the Lost Years,
Blackwater and its population had completely recov-
ered by the mid 1500s. (See Chapter 3 THE DEPTHS for
more information on the sewers.)

HALF-ELAN BEGINNINGS
In the mid 1630s, the elan once again visited
Blackwater. This time, it was not an isolated
incident, but rather the start of a trend among
young elan to explore the world, curious a bout
the humans and their city. They tended to stay
near the Guardians, feeling more at ease with
them, but some befriended other citizens. In RECENT EVENTS (just six years ago!), most citizens of Blackwater
assume that the Councils reluctance to explore the
1647, the first half-elan (see pp.10-11) was
born. Needless to say, this caused an uproar The most important event of the past hundred years Passage was a fear of losing Blackwaters sovereign-
among both communities, but within a decade was, of course, the Reopening of the Passage in 1719 ty as a city-state. Others believe it had something to
12 more had been born. Today, there are more and the subsequent reestablishment of trade and rela- do with three elani wizards who met privately with
than 100 half-elan. tions with Kyrstok. Although a scouting party certain members of the Council. It is rumored that the
informed the Council that the Passage was once again same three elani wizards are responsible for dissuad-
open, they chose not to send an expedition through. ing Kyrstok from reclaiming Blackwater.
After narrowly avoiding war with Kyrstok in 1749
6

THE CITY TODAY
Blackwater is a thriving metropolis, the center of
trade for dwarves, elan, and the people of the Antiri
Islands, as well as the merchant caravans that once
again travel between Blackwater and Kyrstok. The
city is composed of the Merchants Quarter, the Noble
Quarter, the Port Quarter, and the Old Quarter. Aside
from the Noble Quarter, each is like a small city, con-
taining the necessary shops, businesses, and public
services to function if the need arises. (The Noble
Quarter is more like a small country, but still relies on
services from the Merchant Quarter.)
Located in each quarter are bakeries, general stores,
markets, blacksmiths, schools, entertainment, and
more. The quality and price of these goods and serv-
ices vary greatly from quarter to quarter.
MERCHANT QUARTER
Inarguably the largest and busiest section of
Blackwater, the Merchant Quarter (called the Vaults
by the lower class) is the center of trading. All the
guilds are located here, as are many residences for the
middle class artisans and less prosperous merchants.
Banks, luxurious inns, jewelers, sages and all other
manner of goods and services can be had here for a
price.
The city guard has a very strong presence in the
Merchant Quarter. During the day, they stay near the
banks, magic shops, and guild houses. At night they
patrol the streets, always moving, and ever alert for
anyone who looks even vaguely out of place.
NOBLE QUARTER
The nobles originally settled in the hills overlook-
ing the village and port and have remained there to
this day. The original Kondrati manor is now a muse-
um to his and his familys legacy to the city. The
citys library is located in the Noble Quarter, as is the
Council Hall. The richest merchants have large
estates here as well, but below those of the nobles.
Below the merchants are the estates of the various
representatives of other kingdoms: the dwarves have
PORT TOWN
With the influx of Outsiders from beyond the
Passage, Blackwater is quickly running out of
space. There is ample space in the fields to the
north, but the Guardians and elan warn against
using it.
Lady Inessa, a member of the Council who fan-
cies herself an architect, suggested that the city be
expanded into the bay, or rather, over the bay. Her
design called for a large rock peninsula to be
shaped from the floor of the bay. The mage guilds
Council member, while flattered by the ladys
confidence in him and his guild-brothers, fought
the proposal, as did the guardian, druid, and mer-
chant Council members. Even the elan sent a rep-
resentative to warn the Council against such a
foolish tampering with nature. The druids and
guardians were worried about the effect such a
meddling would have on the land and sea, while
the merchants were concerned with the more prac-
tical prospect of a storm destroying their ware-
houses and merchandise.
In the end, Lady Inessa and her supporters won,
but the opposition was able to force the project to
be completed in four phases, both to reduce costs
and to ensure no harm is done to the sea. The
peninsula is expected to be finished in 1758.
carved out a small hall; Kyrstok maintains a sizeable
manor and estate; and even the elan have a small
grove set aside for their use on the rare occasion that
elani elders visit.
The nobles have their own private troops to protect
their estates, as well as elaborate mechanical and
magical traps. The lower classes dont mind this, as it
frees the city guards to serve where they are most
needed. However, the city guards grow frustrated
when they are dispatched by their captain, only to be
told by a lords lackey that their services wont be
required.
In the Depths of BlackWater
PORT QUARTER
The Port Quarter (more commonly called the
Docks) consists of the docks, warehouses, and some
older (but not run-down) housing for the workers and
their families. The Docks contains the highest of the
commoners and the lowest of the middle class. The
people of the Port Quarter work hard, and play hard-
er. Drinking, gambling, and wenching are the favored
pastimes of the laborers and dock workers, and there
is an abundance of taverns, inns, and brothels.
OLD QUARTER
The Old Quarter (referred to as the Slums) is the orig-
inal settlement. Most of the buildings are run-down, but
the Slums provide the only affording lodging for the
poorest workers. The Council ensures that the city guards
patrol regularly within the Slums. The Council may be
hard pressed to deal with the poverty of those who live
there, but they can make them as safe as possible.
Within the Slums are the Ruins,the portion of the orig-
inal town that was never rebuilt after the Purge. It con-
sists of the temples and their immediate area. The
Derelicts reside there out of necessity, and it is a haven
for the criminals since the city guard doesnt patrol often
(if at all.) The Docks may be full of thrills, but the Ruins
are full of adventure and excitement!
PEOPLE
NOBLES
There are 10 noble houses in Blackwater, not
including House Kondrati. Each house is (in theory)
equal to the others, as all nobles have the title of Lord
or Lady. House Kondrati, though, is first among
equals, the ruler of the rulers. Among these noble
houses, politics is more common outside the Council
chamber than inside.
Four of the houses predate the Purge: Gennadi,
Illarion, Kassian, and Zarek. These are the houses that
remained loyal to Lord Kondrati during the near
rebellion.
7
 In the Depths of BlackWater
CITY GUARD
The average member of the city guard has a broad skill set from
which to draw, since practically every citizen of Blackwater studies at
least two professions. It is not uncommon to find members of the
mages guild occasionally serving in the guard, as well as guardians,
merchants, dock workers, and sailors. Likewise, a rogue may be sur-
prised when a guard is able to track her flawlessly, regardless of how
well she has covered her tracks.
In game terms, all members of the city guard will have at least one level
in some other class beside fighter. The most common secondary classes
are ranger and rogue. Wizard-guards are very rare, but
sorcerer-guards are more common. The rarest second class is guardian;
perhaps one or two every generation choose to live within the city.
Many of the city guards carry magical weapons or armor. Most of these
items are of limited power,given to them by grateful mages or merchants.
One lieutenant of the guard, Danja the Rat, has over 20 magic items.
Fortunately for him, he was wearing many of them the night his was over-
powered and pushed from a tall tower in the Noble Quarter. He survived
the fall with only a scratch. The 20 goblin attackers . . . didnt.

The other six houses are descended from individuals

who were made nobles for service to the city: Dariya,
Dobromir, Jaromil, Mirek,Svatopulk, and Uranja. Note
that Dariya and Uranja were women who were made
nobles by House Kondrati.

THE COUNCIL
There are 88 members on the Council: 10 nobles
(one from each house except Kondrati); 28 guild rep-
resentatives (1 or 2 from each guild, depending on size
and power); 18 merchants; 1 dwarf; 1 halfling; 6
guardians; 22 commoners; and 2 half-elan. House
Kondrati is the hereditary ruler of the Council, but
votes only when there is a tie (which hasnt occurred
in over 300 years). Still, the words of Lord (or Lady)
Kondrati carry great weight with the Council, and they
have been known to sway members when deemed
necessary for the good of Blackwater.
The Council runs the city-state, and leaves
the day-to-day operation of the city to a staff of
administrators.
8

Chapter Two
Characters
This chapter details two new races, a new class, and
various other details necessary for players creating
native characters of BlackWater. This game informa-
tion requires your GMs approval before use in a cam-
paign.
RACES
Because the Blackwater area is isolated from the
rest of the world by the Dartok Mountains, the popu-
lation is not as diverse as would be expected in a typ-
ical fantasy setting. Before the arrival of the human
(and a few half-elven) settlers eight centuries ago, the
major races of the area were the elan, who kept to
their forests, and the dwarves, who kept to their
mountain halls. There is a small enclave of halflings
in the foothills, but most have moved to the city of
Blackwater since its construction, preferring the com-
pany of humans to that of dour dwarves.
PREFERRED RACES
A player who wishes for her character to be
from Blackwater (either the city or the surround-
ing area) must play a dwarf, halfling, human,
half-elan, half-elf, or a young elan.
Since the Great Passage was reopened, however,
there has been a steady influx of other races.
Gnomes, elves, and even half-orcs can be found in
Blackwater, but they are still small minorities com-
pared to the humans, half-elves, elan, half-elan, and
dwarves.
NEW RACE: ELAN
The elan (singular and plural) are an enigmatic
race, superficially resembling tall elves. Many schol-
ars speculate that one race is an offshoot of the other,
but sages who have studied both races discount this
theory. Still, Outsiders react to the elan as if they are
elves . . . until they discover first-hand how different
the two races are.
Personality: Unlike the elves they resemble, the
elan do not like change. Tradition is paramount to the
elan; after all, it wouldnt be tradition if it werent the
best way to do something.Young elan are not quite so
set in their ways, but are still practical and staid. Once
an elan chooses to do something a certain way, she
will always do that task in the same manner until con-
vinced, usually by an elder, that there is a better or
more efficient way to do so.
In the Depths of BlackWater
Elan are also very proud and self-confident, which
makes them very hard to work with in a mixed group.
An elan respects the wisdom and abilities of her elani
elders, but does not give the same respect to older
members of other races.
Although the elan appear to be aloof and indiffer-
ent, they are a very emotional race. Feelings are
meant to be shared with family and friends, and few
elan have friends outside of their own people.
Physical Description: Elan are tall and slim,stand-
ing about 6 to 6 1/2 feet tall and weighing 130 to 160
pounds. Elani men and women are the same height,
with the men weighing slightly more. They are all
fair-skinned with white or pale-blonde hair and vio-
let, ice-blue, or light-green eyes. Elan have a lifespan
of four to five centuries; a few claim to be nearly a
millinneum old. An elan reaches majority at 50 years
of age.
9

ELANI RACIAL TRAITS
+2 Intelligence, +2 Dexterity. Elan are smarter and
more graceful than humans.
Medium-size: As Medium-size creatures, elan
have no special bonuses or penalties due to their
size.
Elani base speed is 30 feet.
+2 racial saving throw bonus on all arcane spells
and effects except chaos spells, to which they suf-
fer a -2 racial saving throw penalty.
Low-light Vision: Elan can see twice as
far as a human in starlight, moonlight, torchlight,
and similar situations of poor illumination. They
retain the ability to distinguish color and detail
under these conditions.
Proficient with longsword; proficient with long
bow and composite long bow or short bow and
composite short bow.
Automatic Languages: Elani and Draconic.
Bonus Languages: Common, Elven, and Dwarven.
Favored Class: Wizard. A multiclass elans wizard
class does not count when determining whether she
suffers an XP penalty for multiclassing (see PHB).
Alignment: Any non-evil and non-chaotic.
Available Classes: Due to their structured society,
an elan may only choose from druid, fighter, monk,
ranger, and wizard.
Relations: The elan are reclusive and keep contact
with other races to a minimum. When they do inter-
act with other races, elan are courteous and polite, yet
very formal. The dwarves in the area will have noth-
ing to do with the elan and go out of their way to
avoid them. The elan do not reciprocate this animosi-
ty Neither race will discuss the reasons for this,
except references to past grievances.
Alignment: The elan are a very structured, hierar-
chical people, and so they tend to be lawful. They are
never chaotic or evil.
Elani Lands: The elan are found only in the valley
and hills surrounding Blackwater. They live in com-
munities of varying sizes, from small tribes of fewer
than 20 to large villages of 200 or more. There are
rumors of an elani capital with a population in the
thousands, but no expedition that has ventured deep
into the elani forests has ever returned. The original
human settlers learned quickly and kept their dis-
tance. The recently arrived envoys, explorers, and
adventurers do not heed the locals warnings, and
many have disappeared.
Religion: The elan do not believe in or worship
gods as the other races do. Instead, they practice a
philosophy (or spirituality) that reveres creation and
order.
Language: The elani spoken language is subtle and
beautiful, and shares many words in common with
elven. However, the elani use an alphabet that is bare-
ly recognizable as a variant of (or more likely, pre-
cursor to) draconic.
Names: An elan remains unnamed until she is 14,
when the communitys elders give her a name. This is
more than a simple naming ceremony; it also includes
the use of powerful magic to see the childs future.
Elani names sound similar to elven ones, but older
and more formal.
Adventurers: The elans rigid society doesnt
encourage the individuality needed to make great
adventurers. However, since the humans arrival the
elani elders have grown tolerant of the curious and
young elans need to explore and find her place in the
world. It is now almost common to allow her to go out
among the humans until her elani heritage calls her
back to her people. No elan remains outside her peo-
ple for more than ten years at a time.
Note: The elan are an old and powerful race, and
designed primarily for use as an NPC race. A PC elan
must start the game no older than 45 years of age, and
must return to her people before reaching majority at
age 50.
In the Depths of BlackWater
NEW RACE: HALF-ELAN
A half-elan is the offspring of a union between an
elan and a human. Half-elan are a very new race the
first known half-elan was born just over a century ago.
A half-elan seldomly knows her elani parent. The
majority of half-elan are born to human women, and the
father returns to the elani community within a few years
of the childs birth. The majority of elani mothers give
their children to the care of the guardians shortly after
birth, but a few keep their child for a time, reluctantly
leaving the child with the guardians before returning to
their people.
Personality: A half-elan is very gregarious and out-
going. They express their emotions much more readily
than their elani parents. Although neither society readi-
ly accepts them, half-elan feel at home with either
humans or elan. Elani society rejects them because of
their random, unpredictable nature, while the humans
simply fear their elani heritage. Elani rangers and druids
and human Guardians openly accept the half-elan, hop-
ing to set an example for their people to follow.
Physical Description: A half-elans heritage is obvi-
ous at first glance. All range in height from 5 3/4 feet to
6 1/4 feet tall, and they are slightly slimmer than
humans of the same height. In contrast to her elani par-
ent, a half-elans hair color is invariably dark, but her
skin is just slightly darker. A half-elan has the pointed
ears of her elani parent but a blending of the facial fea-
tures of both parents. Eye color is invariably a bright
green. Half-elan are very graceful and charming,but do
not have the clarity of mind of their elani parents. A
half-elan reaches majority around 20. No one knows
their average lifespan yet, but the oldest half-elan is 108
and is still in his prime. Most suspect that their lifespan
is two to three centuries.
Relations: A half-elans charm makes her very like-
able, and in return, she is generally liked. Due to her
passionate nature, however, a half-elan makes friends
and enemies with equal ease.
Alignment: Unlike her orderly elani parent, a half-
elan is generally undisciplined and impulsive. A half-
elan is almost always chaotic and is never lawful or
evil.
10

HALF-ELANI
RACIAL TRAITS
+2 Dexterity, +2 Charisma.
Medium-size: As Medium-size creatures, half-elan
have no special bonuses or penalties due to their
size.
Half-elani base speed is 30 feet.
Low-light Vision: A Half-elan can see twice as far
as a human in starlight, moonlight, torchlight, and
similar situations of poor illumination. They do not
retain the ability to distinguish color and detail
under these conditions.
Proficient with longsword; proficient with long
bow and composite long bow or short bow and
composite short bow.
Automatic Languages: Common and Elani. Bonus
Languages: Draconic, Dwarven, and Elven.
Favored Class:Any. Like her human parent, a half-
elan may choose any class to be her Favored class.
A multiclass half-elans Favored class does not
count when determining whether she suffers an XP
penalty for multiclassing (see PHB).
Alignment: Any non-evil and non-lawful.
Half-Elani Lands: The half-elan do not have any
lands of their own. They either dwell in the guardian
community or in the surrounding forests.
THE FIRST HALF-ELAN?
There are rumors that the first half-elan was
actually born six centuries ago to a young noble
girl. from House Illarion. Although there is no
actual proof of this, there can be no denying that
about the same time, paintings of the noble fam-
ily began to portray them as more graceful and
beautiful, with just a hint of the exotic. While
many enjoy the scandalous nature of such a
rumor, the family and many sages claim that it
was a natural change in the art style.
Religion: A half-elan shares her elani parents innate
reverence for nature. This is reinforced by the beliefs of
the Guardians, rangers, and druids whom the half-elan
befriend.
Language: A half-elan speaks both Common and
Elani. Even those raised by their human parent and never
exposed to the elani language still are able to speak
Elani. No one can explain this unusual trait.
Names: A half-elan has either a human or elani name.
Upon reaching majority,she often creates a new name for
herself, combining a part of each parents name to do so.
Adventurers: A half-elan takes after her human par-
ent, always curious and exploring. She adventures not
for fame, power, or glory, but simple for the thrill and
freedom inherent in the act.
PREFERRED CLASSES
Starting characters may choose from guardian
or any class in the Players Handbook except
cleric or paladin. Characters from Blackwater
should start a second class instead of progressing
to second level in their first class.
CLASSES
The original settlers included members from many
guilds and professions, so members of most classes
can be found in Blackwater. The notable exceptions
to this are clerics and paladins. (See Clerics on p. 13
for more information.) However, there are not many
powerful members of any given class due to the
cross-training that occurred early in the citys history.
(See Multiclass Characters, below.)
NEW CLASS:
THE GUARDIAN
The guardian class combines a druids reverence
for nature with an individuals sense of duty to com-
munity.
In the Depths of BlackWater
GUARDIAN SPELL LIST
0-level spells: Create Water, Cure Minor Wounds,
Detect Magic, Detect Poison, Flare, Guidance, Know
Direction, Light, Mending, Purify Food/Drink, Read
Magic, Resistance.
1st-level spells: Animal Friendship, Alarm, Calm
Animals, Cure Light Wounds, Detect Animal or Plants,
Endure Elements, Faerie Fire, Magic Armor, Magic
Fang, Protection against [Alignment], Obscuring Mist,
Pass Without Trace, Summon Natures Ally 1.
2nd-level spells: Animal Messenger, Animal Trance,
Barkskin, Bulls Strength, Cats Grace, Charm Person
or Animal, Cure Moderate Wound, Delay Poison,
Flame Blade, Hold Animal, Hold Person, Lesser
Restoration, Resist Elements, Speak With Animals,
Summon Natures Ally 2, Summon Swarm.
3rd-level spells: Call Lightning, Charm Monster,
Contagion, Cure Serious Wounds, Diminish Plants,
Dominate Animal, Fear, Invisibility, Neutralize Poison,
Growth, Poison, Protection from Elements, Remove
Disease, Summon Natures Ally 3.
4th-level spells: Cure Critical Wounds, Hold
Monster, Dispel Magic, Freedom of Movement, Giant
Vermin, Magic Circle against [Alignment], Quench,
Remove Curse, Reincarnate, Summon Natures Ally 4.
5th-level spells: Animal Growth, Atonement,
Awaken, Commune With Nature, Death Ward, Healing
Circle, Improved Invisibility, Summon Natures Ally 5,
Tree Stride, Wall of Thorns.
6th-level spells: Antilife Shell, Find the Path, Greater
Dispelling, Ironwood, Restoration, Spellstaff, Summon
Natures Ally 6, Transport via Plants.
7th-level spells: Changestaff, Control Weather,
Creeping Doom, Dream, Harm, Heal, Summon
Natures Ally 7, Nightmare, Sunbeam, True Seeing,
Wind Walk.
8th-level spells: Animal Shapes, Command Plants,
Finger of Death, Forbiddance, Greater Restoration,
Reverse Gravity, Summon Natures Ally 8, Sunburst,
Whirlwind, Word of Recall.
9th-level spells: Antimagic Field, Earthquake,
Elemental Swarm, Energy Drain, Foresight, Mass Heal,
Shambler, Shapechange, Summon Natures Ally 9.
11
 In the Depths of BlackWater
Adventures: A guardians sense Background: A few genera-
of duty to her community keeps her THE GUARDIAN tions after the destruction of
from traveling extensively, although the temples and clerics (the
she will journey if required for the Base Fort Ref Will Spells per Day exact time is lost in legend), a
good of her people, such as to repel Level Attack Bonus Save Save Save Special 0 1 2 3 4 5 6 7 8 9 new class emerged the
invaders or to search for magical or 1 +0 +2 +0 +2 Innate healing 3 1 guardian.
natural components for a potion or 2 +1 +3 +0 +3 Nature sense 4 2
3 +2 +3 +1 +3 4 2 1 The first guardians were vil-
spell to help someone. Like a druid, lagers with a talent for healing
4 +3 +4 +1 +4 5 3 2
a guardian dislikes that which is 5 +3 +4 +1 +4 Resist Natures Lure 5 3 2 1 who were taken in by the elan
unnatural and will generally join in 6 +4 +5 +2 +5 5 3 3 2 and trained in their druidic
a group to destroy aberrations, 7 +5 +5 +2 +5 Wild shape (1/day) 6 4 3 2 1 ways. Upon their return to
unless doing so would leave her ter- 8 +6/+1 +6 +2 +6 6 4 3 3 2 Blackwater, the guardians found
ritory or community unprotected. 9 +6/+1 +6 +3 +6 Wild shape (2/day) 6 4 4 3 2 1 that a decade had passed, yet
Characteristics: Guardians cast 10 +7/+2 +7 +3 +7 6 4 4 3 3 2 they had not aged a day. They
divine spells much as druids do 11 +8/+3 +7 +3 +7 Venom immunity 6 5 4 4 3 2 1 continued aging at a normal rate
from the power of nature. However, 12 +9/+4 +8 +4 +8 6 5 4 4 3 3 2 upon their return.
13 +9/+4 +8 +4 +8 Wild shape (3/day) 6 5 5 4 4 3 2 1
their primary spells are oriented As Blackwater grew from a
14 +10/+5 +9 +4 +9 6 5 5 4 4 3 3 2
toward healing, with nature spells 15 +11/+6/+1 +9 +5 +9 A thousand faces 6 5 5 4 4 4 3 2 1 small village into a large, thriv-
being secondary. Guardians also 16 +12/+7/+2 +10 +5 +10 6 5 5 5 4 4 3 3 2 ing city, the guardians always
have an array of abilities, including 17 +12/+7/+2 +10 +5 +10 timeless body 6 5 5 5 5 4 4 3 2 1 moved so that they lived at the
an ever-increasing innate ability to 18 +13/+8/+3 +11 +6 +11 6 5 5 5 5 4 4 3 3 2 edge of the city, close to both
heal. 19 +14/+9/+4 +11 +6 +11 6 5 5 5 5 5 4 4 3 3 the people they felt a need to
Alignment: This is where the 20 +15/+10/+5 +12 +6 +12 6 5 5 5 5 5 4 4 4 4 help and the forest they felt
guardians differ radically from obligated to protect.
druids. Guardians care about life
first and foremost, so they are always good. How an
individual guardian expresses her goodness, either
through inspiring freedom or order, is up to her.
Religion: Guardians revere life and nature, gaining
their magical power from nature itself. They seek to
become one with nature through meditation and
study, not through prayer or devotion.

GUARDIAN LORE
Due to their insular nature, the guardians have
been the topic of speculation since their formation.
One of the most repeated rumors is that the first
guardians were actually elan who took the place of
the humans they lured away shortly after the
Purge. Although this is a popular story, anyone who
has had contact with the elan give it no merit, since
they are even more insular than the guardians.

12

SYMBOLS OF THE GUARDIAN ORDER
Races: Only humans and half-elan have demon-
strated the ability and innate talent to become
guardians.
Other Classes: In general, guardians get along
well with most other classes of adventurers as long
as they are good. They are cautious of those of who
are neutral, except for rangers and druids, since
guardians share with them a devotion to nature, and
consider those who arent evil to be brothers and sis-
ters. Guardians get along well with bards due to their
shared sense of duty to people. Guardians will usual-
ly avoid clerics and paladins, and will work with
them only if their community is in danger.
Since the druidic tradition forms the basis of the
guardian class, most game rules for the druid class
apply to the guardian class, with exceptions noted
below.
MULTICLASS CHARACTERS
Knowing they would need their parents varied
abilities to survive and thrive, the descendants were
careful to learn all they could from their elders. To
ensure these skills would be preserved, most
became apprentices to two or even three
masters.This tradition lasts until this day, and
human Blackwater natives are almost invariably
multiclassed. Those who never learn a second class
are considered lazy, odd,or slow by other citizens of
Blackwater. New arrivals to Blackwater may not
notice this, and they may discover it in a most
unpleasant manner, such as having an angry sage
pull a sword on them or a disgruntled shopkeeper
cast a spell on them . . .
In the Depths of BlackWater
CLERICS
After the Purge, the Council declared the cleric class illegal. Although some continued to worship in their homes
or in small, secret groups, few ever became true clerics. To this day, those that do choose to become clerics never
progress beyond the fourth level.
There were no paladins or druids among the original settlers, but there were a few rangers. Despite initial fears,
their presence has never caused the reappearance of the dark creatures. Sages point out the elan have had very
powerful druids and rangers in their community for centuries, and the elan have never been plagued by these crea-
tures. Or so they claim.
Since the Reopening, the Council has lived in fear of the day that the powerful clerics from Kyrstok will come
to Blackwater to restore the temples and convert the populace, once again causing the abominations to wreak
havoc upon the city.
An Outsider cleric may conceal her class for a time, but the Council watches new arrivals very carefully. If (or
more likely, when) the clerics class is discovered, her life will be in jeopardy not from the Council or the City
Guard, but from the justifiably paranoid inhabitants.
Abilities: As per the druid class. Bonus Languages: A guardian may substitute Elani
Alignment:Any good. for one of the bonus languages available to her.
Hit Die: d8. Innate healing: A 1st-level guardian begins play
with the spell-like ability to heal. She may do this once
CLASS SKILLS per day per level. She heals 1d6 points of damage per
use of this ability, but doing so causes the guardian to
The guardian has the same skill list as the dr uid, suffer 1 point of damage herself. A guardian may not
except substitute Alchemy for Scry. heal herself with this ability.
Skill points at 1st level: As per the druid. Nature sense: A guardian gains this druid class fea-
Skill Points at Each Additional Level: ture at 2nd level.
4 + Int modifier. Resist Natures Lure: A guardian gains this druid
class feature at 5th level.
CLASS FEATURES Wild Shape: At 7th level, a guardian gains this druid
All of the following are class features of the ability, but she never gains the ability to take the shape
guardian. of a Large, Tiny, Huge or dire animal, nor the form of
Weapon and Armor Proficiency: As per the druid an elemental.
class. Venom Immunity: A guardian gains this druid
Spells: A guardian casts divine spells according to class feature at 11th level.
the table below. A guardian may prepare and cast any A Thousand Faces: A guardian gains this druid
spell on the guardian spell list (see p. 11). ability at 15th level.
Alignment Spells: Unlike the druid, a guardian Timeless Body: A guardian gains this druid class
may cast spells of any alignment except evil. feature at 17th level.
13
 In the Depths of BlackWater

FILTHY (GENERAL)
PARTY COMPOSITION Your diet and poor hygiene have made you resistant
It is strongly recommended that the GM require all PCs either be from Blackwater or be from Kyrstok. to disease.
If any of the PCs choose to play an elan (and no more than one elan should be allowed in a party at any Prerequisites: Non-elf, non-elan, Cha 9-.
given time), then all the party must be from Blackwater.
Benefit: You get a +2 bonus on all saves against
If the PCs choose to be from Blackwater, the players should have access to the Timeline (p. 4), Recent poison and disease.
Events and The City Today (p. 7), and People (p. 7). Being from Blackwater will be a slight benefit to the
Special: You may only take this feat as a first level
PCs in future supplements, but it does not offer much benefit initially.
character.
If the PCs wish to be from Kyrstok, they should be newly arrived to Blackwater, unfamiliar with most of
its history, legends, and rumors. This can lead to more interesting roleplaying as they adjust to their new
surroundings and learn their way around the city and culture. In general, citizens of Blackwater do not trust LOVE OF THE SEA (GENERAL)
their cousins from Kyrstok, but there are always exceptions. You have a deep fondness for the sea found only in
Blackwater PCs may begin as agents for the various members of the Council. For a cohesive party, have sailors, fishermen, and others who have lived many
them work for the same or member, or at least aligned members (such as the half-elan and Guardians or years near large bodies of water.
nobles and merchants). For a more interesting party, let each be working for a different Council member! Benefit: You receive a +2 bonus to all skill checks
involving boats, fishing, and the sea. Your gamemas-
ter will make the final judgement call on what is or is
SKILLS ARCANE WEAVE MASTERY not an appropriate use of this bonus.
All skills listed in the PHB are available to begin- [METAMAGIC] Special: You may only take this feat as a first level
character.
ning characters. In addition to those skills, the fol- Magical energy has been frequently refered to as a
lowing are also appropriate to BlackWater natives. weave by many spellcasters and sages. In some
Skills from other sources must be approved by your areas of magic, your mastery of this weave is supe- SCAVENGER (GENERAL)
GM before they may be used. rior to most other spellcasters. You are accustomed to picking over the remains of
Prerequisite: Ability to cast arcane spells, charac- your foes and appropriating their gear for your own
KNOWLEDGE (ELAN) ter level 3+, Intelligence 15+. use.
Benefit: Select one spell descriptor. Any spells you Benefit: You suffer only half the normal non-profi-
This skill involves history, culture, and other
cast with that discriptor are cast at a level one higher ciency penalty when using weapons and armor for
knowledge regarding the elan. Bards, wizards, and all
than your actual caster level. which you do not have the appropriate profiency feat.
elan may take this skill. Natives of BlackWater may
take this as a cross-class skill. Special: You may take this feat multiple times, but
never more than once for each spell descriptor.
SEVENTH SON OF A
SEVENTH SON [GENERAL]
FEATS BORN MARINE (GENERAL) You have been born the seventh son of a seventh son.
All feats (except Extra Turning) listed in the PHB You are a skilled combatant and sailor, like many Your natural psionic power and magical capabilities are
are available to beginning characters. In addition to sea-going soldiers. greater than that of normal mortals.
those feats, the following are also appropriate to Benefit: You receive Martial Weapon Proficiency Benefit: You gain +4 power points and, if a spellcaster,
BlackWater natives. Feats from other sources must be (Cutlass) and gain a +2 bonus to Profession (Sailor) two bonus 0-level spell slots per day and one bonus 1-level
approved by your GM before they may be used. checks. spell slot per day.
Special: This feat may only be chosen at first level
unless you get your game masters permission to take it at
a higher level. The discovery of the characters ancestors
would make an excellent roleplaying opportunity.

14

Chapter Three
The Depths
PLAYERS BEWARE!
This chapter is designed primarily for use by
the Game Master. It contains secrets, game stats,
a map, and adventure seeds, so players should
stop reading now! After all, what fun is an
adventure when you already know whats going
to happen?
The Depths are the areas beneath the city of
Blackwater consisting of the sewers and caverns. The
Depths are a harsh, unforgiving environment where
few dare to travel and fewer still return.
The sewers are the better known areas of the
Depths, having been mapped completely by the engi-
neers who constructed them over a hundred years
ago. The maps are at the Great Library, but copies
generally are available only to workers, Council
members, or those authorized by the Council. On the
other hand, the natural caverns are a mystery to most
and the few maps that exist of the area are only avail-
able for a sizeable bag of gold. Several sages and
merchants in Blackwater will sell maps of the sewers
and caverns to those who ask, but the authenticity of
such documents is always in question.
Game Masters interested in using The Depths in
their campaigns are encouraged to watch for the
Blackwater sourcebook devoted to these dungeon-
like areas beneath the city.
THE SEWERS
The sewers were constructed as the first great pub-
lic work after Blackwaters recovery from the Purge.
Prior to their construction the only waste removal was
via small trenches dug into the ground that snaked
In the Depths of BlackWater
through the city and ended in the bay. Normally, rain chants but did not change their minds. The guardians
washed the sewage and garbage into the bay every few
days, but during the dry season the filth would stagnate
chose to strike at the Council members hearts next
and infected their families (but not the Council mem-
for a week or more. The cesspools of waste and filth bers themselves) with the diseases spreading among
inevitably led to outbreaks of disease, especially among the poor and Derelicts. Three days later the Council
the Derelicts the very poor living in the slums of the unanimously voted to construct sewers beneath the
Old Quarter in the center of the city. city, and their families recovered within a week. Plans
The Council, supposedly the protectors of the were developed quickly and construction began soon
city, cared little for the plight of the Derelicts. Even thereafter.
the Commoner representatives would not speak up The sewers were completed in 1602, five years
for their poorer kinsmen. In 1585, outraged by the ahead of schedule.Vermin were (and still are) a major
continuing indifference of the Council, the problem in the sewers as they had been in the trench-
Guardians brought their full power to bear on the es. Cleaning details were routinely sent into the sew-
recalcitrant Council members. The nobles and ers to kill the larger vermin and repair the grates.
wealthiest merchants, far above the city and its prob- Soon they began to encounter large spiders, dire ani-
lems, were the first targets. Rabbits, deer, and birds mals, and strange creatures, so the workers were
ravaged their private gardens while wolves destroyed replaced by thrill-seekers and other adventurers.
their private herds. This enraged the nobles and mer-
THE DERELICTS
Since the Reopening, the Derelict population has grown significantly. The poor of Kyrstok travel to
Blackwater, hoping to make a better life for themselves. Some do, but most use their life savings just to get
there, then find themselves in a much worse position, cut off from any friends or families who could help
them.
Most Derelicts are common folk from the Slums or the Docks who have fallen on hard times. Unable to
pay rent, they are forced to move to the Ruins for Shelter, where finding food and staying safe from the
criminals are more important than working. A growing number of Derelicts are single mothers unable to
take care of themselves and their young children after their husbands die, and many turn to prostitution to
support their families.
Contrary to most nobles and merchants opinions, they are not too lazy to work, nor all thieves and
scoundrels. In reality, the Derelicts serve a unique role in Blackwaters society they provide a cheap, tem-
porary, skilled labor pool. They are invaluable when a storm damages the docks and repairs are needed
quickly.
All Derelicts have at least one level as a rogue. This reflects the abilities and skills they need to survive
in a harsh urban setting. Some Derelicts do turn to thieving (or worse) to survive, but they are the excep-
tion and not the rule.
15
 In the Depths of BlackWater
When the caverns (see below) were discovered,
members of the Merchants Guild petitioned the
Council to divert part of the sewer under the
Merchant Quarter into the caverns beneath so that
they could convert that part of the sewers into vaults,
storage, and passages for secure travel. Not wanting
to offend the Guardians a second time, the merchants
proposal also included an annual contribution for the
improvement of the Old Quarter. Most people called
this a bribe; the merchants considered it good busi-
ness. The Council approved the proposal with little
objection from the Guardians.

THE CAVERNS
In 1606, a group of adventurers encountered the
first ananoka. This resulted in a systematic search of
the sewers, and the caverns below were soon discov-
ered.
The caverns provide the route for the melting
snows to carry the black silt into Blackwater Bay.
Much of this silt is deposited in the caverns, which
allows for a very rich ecology.

In any large city, there is a sizeable criminal ele-
ment. In Blackwater it is concentrated in the slums of
the Old Quarter. Many of the braver (or foolish) crim-
inals conduct their business in the sewers, far from the
prying eyes of the city guards. Cutthroats and killers
use the sewers as a quick and convenient place to dis-
pose of bodies.
The sewers also allow a person to travel unseen
through most of the city. An experienced rogue can
easily commit a theft in the Merchant Quarter and be
back in the Old Quarter before the city guards arrive.
This unforeseen use of the sewers for criminal activi-
ties now has the adventurers who once hunted vermin
flushing out criminals instead. The criminals who use
the sewers, as well as those who hunt them, are
referred to as Sewer Rats. (The sewer rat prestige
class will be detailed in Blackwater The Lost
Colony, book two of the DarkWar Saga.)
UNDEAD
Pre-Cataclysm records clearly indicate that the
original colonists and travelers encountered
undead in the Great Passage as well as in the
Blackwater area itself. After the Cataclysm, ref-
erences to undead appear less frequently until the
time of the Purge, when such references disap-
pear completely.
After the Reopening, travelers through the
Passage reported the presence of undead.
Initially, such reports were far and few between,
but in the last decade five years the number of
reports has been steadily growing.
Since the caverns below the city are connected
to the mines and caves of the Dartok Mountains,
The Council has the city guard on alert for the
return of undead to Blackwater.
16

The basis of the ecology is blue fungus strange,
luminescent fungus grows in the rich silt The fungus
requires precise conditions to grow, so it cant be
found just anywhere in the caverns. It provides low
light for a 30-foot radius, but it dies within 24 hours
of being harvested. Many of the smaller creatures
feed on this, providing food for those high on the
chain.
TRADITIONAL
MONSTERS
Not only are The Depths inhabited by the new
creatures described herein but there are also
numerous more traditional fantasy monsters liv-
ing in the dark underworld.
Goblins, orcs, ogres, and just about any other
monster presented with a Climate/Terrain classi-
fication of Underground can be inserted easily into
The Depths. Game Masters should take some care
and thought in the placement of these monsters,
and they should consider the entire gamut of possi-
ble enemies before designing an adventure or
encounter in The Depths.
DEVIANTS
Deviants are instantly recognizable as the
strange, the bizarre, the utterly and horribly unnat-
ural. They have weird looking bodies, alien intelli-
gences, unnatural abilities, or, in the most horrific
cases, any combination of these traits.
The sewers beneath Blackwater, due to their
links to the infested natural caverns, are filled with
numerous monsters classified as deviants. Several
of the upper level deviants are detailed below.
(Deviants of the lower levels will be detailed in a
future book of the DarkWar Saga.)
ANANOKA
Monstrous Humanoid (Goblinoid)
Hit Dice: 1d8+2 (6 hp)
Initiative: +1 (Dex)
Speed: 30 ft.
AC: 15 (+1 Dex, +2 natural, +2 from scrounged
armor)
Attacks: 2 claws +3 melee, weapon +2 melee
Damage: claw 1d6+1 or by weapon +2
Face/Reach: 5 ft. by 5 ft. / 5 ft.
Special Attacks: None
Special Qualities: Dark vision (60 ft.), Low-light
vision (60 ft.), Cold immunity
Saves (F/R/W): +3 / +2 / +2
Abilities: Str 14, Dex 11, Con 13, Int 6, Wis 10,
Cha 8
Skills: Hide +6, Intuit Direction +4, Listen +3,
Move Silently +5, Spot +3
Feats: Two-Weapon Fighting
Climate/Terrain: Underground
Organization: Tribe (15-20 individuals, plus a 3rd
to 4th level Adept leader)
CR: 1/2
Treasure: None (individuals); 5-40 cp (tribe)
Alignment: Usually neutral
Adv. Range: By character class
In the Depths of BlackWater
COMBAT
Ananoka attack with claws or any battered weapons
they happen to find lying about the sewers (or claim
from the corpses they find from time to time). Ananoka
wear armor when they find it,but it is frequently in need
of repair and offers a much lower AC modifier than sim-
ilar armor in good shape.
Multiple Attacks: All ananoka have the Two-
Weapon Fighting Feat.
Immunities (Su): Ananoka are immune to all
forms of cold.
Bipedal, monstrous creatures of great strength
and low intelligence, ananoka appear as insect-like
goblinoids. Some sages debate the ananoka are
indeed some deviant goblinoid race while others
argue that the similarities in appearance are merely
coincidental. The grasshopper-like hind legs and four
powerful arms merge with the goblin-like body and
head to create a truly terrifying sight. A few rare
ananoka also sport small tentacles growing from their
faces. These are used to assist in grasping while eat-
ing and are worthless in any combat situation.
The ananoka have a higher-than-animal intelli-
gence and are near the lowest levels of humanoid
intelligence (those commonly refer red to as mentally
retarded in human societies).
The ananoka operate in the sewers in small tribes
of 15 to 20 individuals, led by a single ananoka (typ-
ically a rare intelligent ananoka of 3rd or 4th level
Adept character class).
Ananoka are frightened of others (including
strange tribes of ananoka) and will attempt to flee
from any encounter. If cornered, or threatened in their
lair, the ananoka will attack and fight until dead.
The ananoka are omnivores and live off of the
small plants growing in the sewers and any small ani-
mals they can catch.
ANANOKA CHARACTERS
Rare ananoka with higher than average intelli-
gences possess low levels as adepts or, in
extremely rare cases, sorcerers.
17
 In the Depths of BlackWater

SEWER CRAWLERS They operate in swarms typically consisting of 10

Small Beast
Hit Dice: 1d8+2 (6 hp)
Initiative: +1 (Dex)
Speed: 20 ft.
AC: 17 (+1 Size, +3 Dex, +3 Natural Armor)
Attacks: Bite +3 melee
Damage: 1d4+2
Face/Reach: 5 ft. / 5 ft.
Special Attacks: Poison
Special Qualities: Dark vision (60 ft.), Low-light
vision (60 ft.), Cold immunity
Saves (F/R/W): +3 / +2 / +2
Abilities: Str 7, Dex 17, Con 13, Int 3, Wis 2, Cha
1 Special Attacks: Surprise Attack, Poison
Skills: Intuit Direction +10, Listen +4, Spot +4
Feats: Toughness
Climate/Terrain: Underground
Organization: Swarm (10 to 20)
CR: 1/2
Treasure: None
Alignment: Neutral
Adv. Range: Medium 2-4HD
COMBAT
Immunities (Ex): Sewer crawlers are immune to
all forms of cold.
Poison (Ex): Anyone bitten by a sewer stalker must
make a Fortitude saving throw (DC 14) or suffer an
additional 1d6 damage from poison. No secondary
damage.
The sewer crawlers are small, insect-like creatures
covered in octopus-like tentacles. The exact number
of legs and tentacles varies from crawler to crawler
but is typically six to ten of each. Their heads are cov-
ered with dozens of eyes and a small, pincer-like
mouth filled with rows of needle-like teeth.
These Deviants have an animal intelligence, acting
more on instinct than any true consciousness.
to 20 crawlers of various sizes and strengths. There is
no leader of the swarm and the monsters are as likely
to attack each other as they are an invader to their lair.
SEWER STALKERS
Medium Aberration
Hit Dice: 4d8 (18 hp)
Initiative: +6 (+2 Dex, +4 Imp. Init.)
Speed: 30 ft.; Climb 20 ft.
AC: 16 (+2 Dex, +4 natural)
Attacks: 2 Tentacles +6 melee, Bite +6 melee
Damage: Tentacles 2d4, Bite 1d6
Face/Reach: 5 ft. by 5 ft. / 5 ft.
Special Qualities: Dark vision (60 ft.), Low-light
vision (60 ft.), Immunity, Damage Reduction
Saves (F/R/W): +5 / +3 / +1
Abilities: Str 14, Dex 14, Con 13, Int 12, Wis 9,
Cha 8
Skills: Hide +8, Intuit Direction +6, Listen +4,
Move Silently +6, Spot +4
Feats: Alertness, Improved Initiative
Climate/Terrain: Underground
Organization: Solitary or packs of 3 to 6.
CR: 3
Treasure: Double Standard
Alignment: any non-lawful evil
Adv. Range: Large 5-8HD
COMBAT
Immunities (Ex): Sewer crawlers are immune to
all forms of cold.
Damage Reduction 5/+1 (Su): A sewer stalker
ignores the first five points of damage dealt by a non-
magical weapon.
Poison (Ex): Anyone bitten by a sewer stalker must
make a Fortitude saving throw (DC 14) or suffer an
additional 1d6 damage from poison. No secondary
damage.
Surprise Attack (Ex): A sewer stalker does an
additional 2d6 of damage with its tentacles if its
attack negates the targets Dexterity bonus to AC.
Rumors about the stalkers began over 30 years ago
in the Old Quarter, especially among the Derelicts in
the Ruins. Stories had existed for decades before
about other dark creatures lurking in the sewers and
caverns beneath the city, but most were based on the
ananoka, sewer crawlers, and old myths of the
Abominations. The stalker rumors however were
something entirely new, and all the reports were fair-
ly consistent. The Derelicts only speak of these crea-
tures in very hushed voices, and never near a sewer
grate.
The first stalker corpse was recovered eight years
ago in 1747. A stalkers body decomposes very quick-
ly, usually within two days, so sages have not been
able to study them in depth. Any attempts to capture
these creatures has resulted in failure they die with-
in a day of being captured then decompose normally.
DESCRIPTION
A stalker appears as a cross between a human, a
snake, and an octopus. The figure is vaguely
humanoid, with a torso and human-like head covers
in scales. A stalkers eyes are solid black and milky,
like those of an octopus, but it has sharp rows of teeth
like a shark. A stalker has octopus-like tentacles in
place of arms and legs, but these tentacles are covered
in scales, like a snake.
Several Sewer Rats claim to have seen stalkers
melt into some sort of goo when killed, but this is
just a rumor.
They prefer the flesh of sentient creatures, but can
survive on the sewer crawlers, spiders, rats, and other
vermin in the Depths.
It is clear that the stalkers are intelligent. They will
not leave the safety of the sewers to pursue a meal,
and they retreat into the Depths when greatly wound-
ed or outnumbered.
Stalkers hunt in packs of three to six, but it is not
uncommon to come across a solitary one.
18

Chapter Four
Adventure Seeds
STORY ARC
These adventures should be played in the order
they are presented to preserve the story arc that
builds toward the events of book two.. The first two
should be played in succession, with no adventure
or time between them. The third seed may be set a
few weeks after the second, and there should be at
least three adventurers between. The fourth should
be set within a month after the third, with one or
two adventurers between.
1. DAMN BUG-FACES
One night while out carousing at a tavern, the PCs
hear several sewer rats (or city guards, or Derelicts, or
Sailors, or . . .) talking about all the damn bug-faces
(ananoka) down in the sewers. When the PCs investi-
gate, they discover that the ananoka have gradually
been moving into the sewers over the past few weeks.
(And why have the ananoka moved into the sewers?
A large, powerful monster has moved into the cav-
erns, and the ananoka would rather face the weapons
of the citizens of Blackwater than its fangs.)
Although the ananoka usually arent anything more
than a nuisance to those in the city above, they have
injured several Derelicts who stumbled into ananoka
nests while using the sewers as their normal shortcuts.
The most recent victim was a young girl who was
viciously attacked two nights ago. Fortunately, a
guard patrol found her before the ananoka could kill
her.
This childs attack enflamed the people of
Blackwater,so the Council placed a bounty (1 sp each!)
on the ananoka to quickly get rid of the problem. Now,
the sewers are well patrolled,and the ananoka are being
exterminated by the hundreds.
The PCs have the opportunity to make a great deal of
silver, but is the slaughter of other intelligent creatures
worth it? Alternately, the PCs may investigate the
attacks. If so, they can find the young girl. Maya. She
will tell them that the ananoka didnt attack her; they
saved her!. Unfortunately, she cant remember who did.
Good PCs should try stop the hunt as soon as possible.
If any of the PCs are agents for a Council member, they
can get word to them.
2. NOBLE INTENTIONS
The PCsactions gain them an audience with Lord
Gavriil of House Jaromil. He tells them that his sis-
ter, the Lady Alina, has been missing for several
nights (specifically, the number of nights since the
attack on the young Derelict girl).
He is a bit uncomfortable discussing family prob-
lems with strangers, but finally admits that she had
planned to secretly meet with young Lord Adros of
House Zarek, but never returned. He offers the PCs
1,000 gp (and will go up to 3,000 gp) for their assis-
tance. Gavriil gives them 200 gp and a medallion
bearing the crest of House Jaromil to prove they are
acting on his behalf.
He judges them to be honorable people of good
character for their part in stopping the slaughter of
the ananoka. He believes they went to the Merchant
Quarter via the sewers for a secret tryst as they have
done in the past, and he fears that they were attacked
in the sewers by thieves or worse.
As the PCs are searching the sewers, they discov-
er the hastily hidden body of Adros, with a single
dagger wound in the back, and signs of a struggle.
three sets of footprints leave the area a womans
set (by the shoes) goes in one direction, while a
childs sets and a mans set goes in another. If the
players dont think of it, the GM should have them
In the Depths of BlackWater
roll for their characters to recall, that Maya was
found not far from here. She may have witnessed the
attack! The womans tracks disappear a few yards
away from the where Adros is found.
When the PCs report back to Lord Gavriil, he
insists on accompanying the PCs back to the sight,
along with three of his private guards. He also sug-
gest that they get the girl to accompany them, as see-
ing the area might cause her to remember some-
thing.
Once the PCs, Maya, Gavriil, and his men arrive
at the area, Maya begins to remember a young man
and woman (Adros and Alina) were making their
way through the sewers, when Adros was suddenly
attacked from behind by another man. She screamed
and ran away, chased by the attacker, but she does-
nt remember anything after that.
Gavriil suddenly grabs Maya as his men draw
their weapons. In true villain fashion, he explains
that his older sister Alina will inherit the family
estate and seat on the Council, not him. He planned
to take care of her that night as well, but got dis-
tracted by the brat (Maya). His men caught Alina,
but the ananoka prevented him from finishing off the
girl. He doesnt plan to kill Alina, but to give her a
potion of forgetfulness, then sell her to one of the
brothels in the Port Quarter.
A fight ensues, with Gavriil running into the dark
sewers. As the PCs give chase, they hear a horrible
scream echo through the sewers. They discover the
bloody lower half of Gavriil lying next to an open-
ing to the caverns beneath. They can hear some-
thing large moving around down there, but never get
a glimpse of it.
Afterward, the PCs quickly rescue Lady Alina,
who rewards them appropriately.
19

3. AN ELANI PRESENCE
The PCs are summoned to the Council chambers by
Lord Kondrati himself! They are met by Lord
Kondrati, Lady Jaromil (Alina), two Guardians, and
five elan. Only three of the elan talk (obviously eld-
ers), and they want to know everything the PCs know
about the creature that killed Gavriil. When the PCs
explain that they never saw it, only heard it moving,
the elan elders ask the PCs to accompany the two
young elan into the caverns and assist them in finding
and destroying the creature.
The young elan are fascinated by the PCs, as well
as Blackwater and its people. (GMs should empha-
size how nave the elan are.) After three days of
exploring, the PCs and the elan encounter something
completely unexpected undead! The PCs know that
STEFANS STORY
Stefan has been with Zivon and Kasia for over
a year, travelling from village to village, healing
the sick, and collecting donations for the less for-
tunate throughout Kyrstok. While working a con
in his village, his patrons heard of his natural
ability to heal, and they recruited him.
Before coming to Blackwater, the trio was
attacked by the villagers they were attempting to
help. Zivon and Kasia claimed that it was an
infernal plot to stop their good works. (In reality,
someone caught on to the scam and wanted their
money back). Stefan really does have the gift of
healing, but he has been duped by Zivon and
Kasia. They sell potions they claim are made
and blessed by Stefan. (Stefan does have a knack
for brewing potions, and many of their false
potions really do work.)
While Zivon is not a paladin (just a
rogue/fighter), Kasia really is an ex-priestess of
the patron goddess of rogues. (She dared to steal
from her deitys temple, but she considered it to
be a great honor to the goddess, not an offense.)
Stefan would make an excellent recruit for the
Guardians.
only a handful of undead have been seen in
Blackwater since the Great Cataclysm. At first, the
discover only a few zombies and skeletons, but as
they descend deeper into the caverns, closer to the
Dartok Mountains, they encounter more and more.
Eventually, the party is forced to turn back due to the
number of undead.
When they get back to the areas below the sewers,
they are attacked by a giant squid the creature that
has been plaguing the ananoka and the city for
months. (Or maybe theres something else down in
the caverns . . .)
4. GODS AND MONSTERS
The Council, via Lady Alina, asks the PCs to inves-
tigate reports of a mysterious trio that have appeared
in the Old Quarter. The city guards have had no luck
in locating them the people in the Old Quarter will
not tell the city guards where the trio are.The Council
hopes that the PCsreputation will get the residents of
the Slums to arrange a meeting with the trio.
(Actually, the PCs reputation as agents of the
Council will work against them.)
The trio are a con man and woman (Zivon and
Kasia) and a very young, nave novice (Stefan). The
In the Depths of BlackWater
boy has no real training in the priesthood, only a
desire to help and heal. However, Stefan is such a nat-
ural healer and has such a strong belief, that he has,
without training, become a 1st level cleric and 1st
level guardian.
Zivon and Kasia know better than to claim to be
priests, and just let the residents of the Old Quarter
think they are good people. By playing on the
poors anger and frustration, Zivon has inadvertently
started a movement among them that could easily
turn into riots or a revolt. This what the Council fears
most.
The PCs will have a hard time finding the trio, and
they must be careful not to use the words priest or
cleric around the citizens. While this would nor-
mally cause a crowd to attack those accused of being
clerics, in this case it would have the opposite effect
the crows would attack the PCs for accusing them!
If the PCs learn the duos true intentions, the
Council will use the PCs to give them a payoff to
leave town. Before they can leave, undead begin
emerging from the sewers, and the PCs must persuade
the trio to help defend the city. After the attack, word
spreads of Stefans and Kasias true nature, and the
PCs will find themselves having to protect the
trio from the crowds.
20
 In the Depths of BlackWater

Glossary
Antiri Islands: Island group to the south of Great Cataclysm: The great earthquake that Outsider: Anyone from the north side of the
Blackwater, settled by citizens of Blackwater escap- closed the Great Passage over 800 years ago. Passage, especially Kyrstokians.
ing the Purge. Great Passage (or Passage): The series of caverns, Purge: The time early in Blackwaters history when
Derelicts: The very poor living in the slums of the tunnels, and dwarven mines that connect Kyrstok to dark creatures destroyed the temples and clerics.
Old Quarter in the center of the city. Blackwater. Reopening: The earthquake that unearthed the
Elan (EE-LAHN): Elf-like race native only to the Guardian: A class of innate healers unique to the Great Passage 28 years ago.
Blackwater area. Blackwater area. Sewer Rats: Term for the criminals who use the
sewers, as well as those who hunt them.

OPEN GAME LICENSE Version 1.0a
The following text is the property of Wizards of the Coast,Inc.
and is Copyright 2000 Wizards of the Coast,Inc ("Wizards").
All Rights Reserved.
1. Definitions: (a)"Contributors" means the copyright and/or
trademark owners who have contributed Open Game Content;
(b)"Derivative Material" means copyrighted material includ-
ing derivative works and translations (including into other
computer languages),potation,modification,correction,addi-
tion, extension, upgrade, improvement, compilation, abridg-
ment or other form in which an existing work may be recast,
transformed or adapted; (c) "Distribute" means to reproduce,
license, r ent, lease, sell, broadcast,publicly display, transmit
or otherwise distribute; (d)"Open Game Content" means the
game mechanic and includes the methods, procedures,
processes and routines to the extent such content does not
embody the Product Identity and is an enhancement over the
prior art and any additional content clearly identified as Open
Game Content by the Contributor,and means any work cov-
ered by this License, including translations and derivative
works under copyright law,but specifically excludes Product
Identity. (e) "Product Identity" means product and product
line names, logos and identifying marks including trade dress;
artifacts; creatures characters; stories, storylines, plots, the-
matic elements, dialogue, incidents, language, artwork,sym-
bols,designs,depictions,likenesses, formats,poses,concepts,
themes and graphic, photographic and other visual or audio
representations; names and descriptions of characters,spells,
enchantments, personalities, teams, personas, likenesses and
special abilities; places, locations, environments, creatures,
equipment,magical or supernatural abilities or effects,logos,
symbols, or graphic designs; and any other trademark or reg-
istered trademark clearly identified as Product identity by the
owner of the Product Identity,and which specifically excludes
the Open Game Content; (f) "Trademark" means the logos,
names, mark, sign, motto, designs that are used by a
Contributor to identify itself or its products or the associated
products contributed to the Open Game License by the
Contributor (g) "Use", "Used" or "Using" means to use,
Distribute, copy, edit, format,modify, translate and otherwise
create Derivative Material of Open Game Content. (h) "You"
or "Your" means the licensee in terms of this agreement.
2. The License: This License applies to any Open Game
Content that contains a notice indicating that the Open Game
Content may only be Used under and in terms of this License.
You must affix such a notice to any Open Game Content that
you Use. No terms may be added to or subtracted from this
License except as described by the License itself. No other
terms or conditions may be applied to any Open Game
Content distributed using this License.
3.Offer and Acceptance: By Using the Open Game Content
You indicate Your acceptance of the terms of this License.
4. Grant and Consideration: In consideration for agreeing to
use this License, the Contributors grant You a perpetual,
worldwide,royalty-free, non-exclusive license with the exact
terms of this License to Use,the Open Game Content.
5.Representation of Authority to Contribute: If You are con-
tributing original material as Open Game Content,You repre-
sent 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 COPY-
RIGHT NOTICE portion of this License to include the exact
text of the COPYRIGHT NOTICE of any Open Game
Content You are copying,modifying or distributing,and You
must add the title,the copyright date,and the copyright hold-
er's name to the COPYRIGHT NOTICE of any original Open
Game Content you Distribute.
7. Use of Product Identity:You agree not to Use any Product
Identity, including as an indication as to compatibility,except
as expressly licensed in another, independent Agreement with
the owner of each element of that Product Identity. You agree
not to indicate compatibility or co-adaptability with any
Trademark or Registered Trademark in conjunction with a
work containing Open Game Content except as expressly
licensed in another,independent Agreement with the owner of
such Trademark or Registered Trademark. The use of any
Product Identity in Open 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 all rights, title and interest in and to that Pr oduct
Identity.
8. Identification: If you distribute Open Game Content You
must clearly indicate which portions of the work that you are
distributing are Open Game Content.
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 copy, modify and
distribute any Open Game Content originally distributed
under any version of this License.
10 Copy of this License:You MUST include a copy of this
License with every copy of the Open Game Content You
Distribute.
11. Use of Contributor Credits:You may not market or adver-
tise the Open Game Content using the name of any
Contributor unless You have written permission from the
Contributor to do so.
12 Inability to Comply: If it is impossible for You to comply
with any of the terms of this License with respect to some or
all of the Open Game Content due to statute,judicial order, or
governmental regulation then You may not Use any Open
Game Material so affected.
13 Termination: This License will terminate automatically if
You fail to comply with all terms herein and fail to cure such
breach within 30 days of becoming aware of the breach. All
sublicenses shall survive the termination of this License.
14 Reformation: If any provision of this License is held to be
unenforceable, such provision shall be reformed only to the
extent necessary to make it enforceable.
15 COPYRIGHT NOTICE
Open Game License v 1.0 Copyright 2000, Wizards of the
Coast,Inc.
In the Depths of BlackWater Copyright 2001, 2002 Russell
Godwin.
The Book of Unusual Treasures, Copyright 2002, Philip
Reed, www.philipjreed.com.
Freeport: the City of Adventure, Copyright 2002 Green Ronin
Publishing.
System Reference Document Copyright 2000,Wizards of the
Coast, Inc.; Authors Jonathan Tweet, Monte Cook, Skip
Williams, based on original material by E. Gary Gygax and
Dave Arneson.
'D20 System' and the 'D20 System' logo are Trademarks
owned by Wizards of the Coast and are used according to the
terms of the D20 System License version 3.0. A copy
of this License can be found at
www.wizards.com/d20.
21
 In the Depths of BlackWater

101 Mundane 101 Spellbooks,

Treasures $3.00
From the author of 101
Spellbooks, Tomes of Knowledge,
and Forbidden Grimoires comes
another batch of treasure items.
Every gamemaster has hundreds of
magic items to choose from when
selecting treasure but how many
mundane treasures are available?
This book helps remedy that
minor problem. With 101 treasure items, each one
written specifically for this book, gamemasters may
now start adding various mundane armors, shields,
articles of clothing, pieces of jewelry, and even
weapons to the treasure hoards their players find.
While players may find the contents of this 21-page
book interesting, it is the gamemasters who will real-
ly benefit from the items within.
All of the text is designated as open game content.
Tomes of
Knowledge, and
Forbidden
Grimoires
$3.00
Expand Your Library!
No longer does a treasure
have to be merely a book.
This book is designed for
the use of players and gamemasters. Inside you will
find 101 different books for use in any d20 fantasy
campaign as well as the spells, feats, skills, magic
items, and poisons presented in some of the books.
30+ pages of information for use in your next d20
fantasy game. All of the text within is designated as
open game content so that it may be freely used in
other products that follow the OGL.
OPEN GAME CONTENT
AND PRODUCT IDENTITY
All of the text in this book (excluding product
identity, identified below) is presented as open
game content. You may use this content in your
own work as long as you follow the terms of the
license. The Open Game License is printed at the
end of this book.
The layout, graphics, and illustrations present-
ed in this book are not open game content. You
may not distribute this PDF without permission
of the author.
The following terms, no matter where they are
located, are part of the Product Identity of this
product: Blackwater, DarkWar Saga, Guardians,
Kyrstok, Dartok, Antiri, Elan, Half-Elan,
Derelict, Ananoka, Sewer Crawler, Sewer Rat,
Sewer Stalker, and the names of all characters
and noble houses.

101 Arcane Spell Components $3.00

Inside this 21-page PDF you will find rules for supplementary spell components.These are components that
can enhance already existing spells or, at times, provide strange side-effects to spells your caster thinks he
knows.
Players of arcane spellcasters and gamemasters will find the contents of this PDF open a new realm of magic.
With a cover provided by Larry Elmore (www.larryelmore.com) and two versions of the book provided (one
letter-sized and one A4-sized) this PDF is both attractive and functional.
All of the text in this product is presented as open game content.

The Exceptions to Life Sketches and Underpaintings $5.00

For two years now, Christopher Shy (best known for his work on White Wolfs Vampire and Mage, Steve
Jackson Games Transhuman Space, and Eden StudiosAll Flesh Must Be Eater) has been struggling to com-
plete his dark masterpiece, Exceptions to Life. This 32 page PDF collects a sampling of the sketches and under-
paintings Christopher created while working on the Exceptions to Life book.
This digital sketchbook shares the artists base, primal vision with the viewer

www.philipjreed.com
www.studioronin.com
www.rpgnow.com
22