CAVERNS & DARK PLACES

In the earth beneath your feet, things are moving.

Creatures of all shapes and sizes burrow through dirt and stone, muck and clay. Vast tunnels connect to winding caves, and inside those flow rivers that have never seen the sun. In places such as the Underdark, entire kingdoms of intelligent creatures can be found.

Some of these subterranean spaces are cool and wet, with condensation dripping from above. Others are hot and steamy, with a thin wall of rock serving as your only protection from streams of burning magma that bubble up from a molten core.

The underground is a place of darkness and danger, where hidden treasures can be found in a hole and a sputtering torch is your only source of light. Are you ready to go exploring?

BEHOLDER

Beholders are freaky floating creatures with shimmering eyes that cast evil spells. Is that big blob the beholder’s head or its body? Are those eyestalks coming out of the top its hair or its limbs? There are no easy answers. All you need to know is that a beholder is a scary floating eyeball monster. And if any of those eyes set their gaze on you, you’re in big trouble.

Beholders are jealous, angry creatures. They have such a bad attitude that they don’t even get along with each other (which is actually a good thing because if you found more than one at the same time you’d probably be a goner).

LAIR Most beholders live in remote places such as caves or abandoned ruins. Some of them even build their own lairs by disintegrating rock with their eye blasts in order to create tall tunnels where they can float above their prey and cause trouble. The floor of a beholder’s cave is usually covered with treasure and equipment from unfortunate adventurers who didn’t think to look up when they walked in the entrance.

SIZE Some beholders are small like a basketball, but older ones can be massive, more than ten feet in diameter, like a humongous beachball.

SPECIAL POWERS Beholders have one big eyeball in the center of their round bodies and ten weird eyestalks. Each eyestalk has a magic beam that shoots at adventurers when angry.

1 CHARM

If you fall under this eye’s spell, you’ll think the beholder is your friend and do what it says.

2 PARALYZATION

If you get hit with this one, you won’t be able to move at all for a full minute. Count to sixty and hope you still have time to run afterward.

3 FEAR

If this eye’s spell works its magic, you’ll find yourself running away because of uncontrollable fear.

4 SLOWNESS

If this eye’s beam hits you, then you’ll move really slowly, like you’re trying to run underwater.

5 ENERVATION

This eye’s spell hurts like a bad burn.

6 TELEKINESIS

This eye’s beam can hold you in place or move you around.

7 SLEEP

This eye’s beam can make you so tired that you fall asleep on the spot. No pillow. No blanket. Just naptime.

8 DISINTEGRATION

This eye’s beam turns whatever it hits to dust.

9 PETRIFICATION

One hit from this eye’s beam will turn a living creature into stone.

10 DEATH

Yikes!

ANTIMAGIC CONE

Wherever this eye looks, magic won’t work. Clerics, wizards, and warlocks, try to stay out of its sight.

DO THIS

Fight magic with magic. If your party includes spellcasters, get them to put up magical shields to protect your fighters from the beholder’s eye beams.

Distract the beholder as much as you can. Give it a lot of different things to look at so that it won’t see you.

Get in close! Beholders are most dangerous when they’re far away because they can shoot their eye beams at you and your party.

DON’T DO THIS

Don’t ignore the feeling that you’re being watched. Even when you’re alone, feeling someone’s eyes on you is a sign that a beholder may be close by.

Don’t stay put for too long! Holding your ground may be a great fighting tactic against some monsters, but not against beholders. If those eyes focus on you, it’s bad news.

BUGBEAR

Bugbears are fierce warriors born for battle and mayhem! Much larger than their goblin cousins (see this page), bugbears like to bully and boss other creatures around. They will fight for others if their employer promises enough gold and carnage to satisfy their barbaric tastes. However, even a well-paid bugbear is an unreliable ally. Covered in thick fur that they enhance with hide armor, they favor brutal weapons such as the morning star, a spiked mace.

Bugbears are fond of ambushes and are surprisingly stealthy for their size. They are often found in the company of goblins whom they have enslaved or rule over with brutal force (though they do sometimes unite to form war bands led by a particularly strong warrior). Beneath their fierce exteriors, bugbears are cowards who will abandon wounded members of their parties and flee when the fight turns against them. A wounded bugbear has no qualms about betraying his former allies if it will help save his own hide!

LAIR Like goblins, bugbears favor dismal settings such as caves, abandoned mines, and rotting dungeons. Some simply move into goblin lairs and take over! You may sometimes find war bands rampaging through rocky terrain or anywhere that treasure and conquests can be found.

SIZE Bugbears are a little taller than a normal doorway, with broad shoulders and thick, muscular limbs. Their abnormally long arms give them extra reach for melee attacks.

SPECIAL POWERS

BRUTE STRENGTH

Close combat weapons do extra damage when wielded by these ferocious fighters.

HEART OF HRUGGEK

Named after a bugbear god, bugbear chiefs can call upon this formidable power to shrug off attacks intended to charm, frighten, paralyze, poison, or stun them.

SURPRISE ATTACK

An explosive burst of power allows a bugbear to inflict even more damage during its first strike, raising its danger level, if it manages to catch you off guard.

DO THIS

Stay out of reach. Bugbears’ long arms give them an advantage in close combat, so use ranged attacks when possible.

Take captives. Bugbears will sell out their tribe and allies for a chance at survival.

DON’T DO THIS

Don’t ignore their goblin companions. The smaller creatures may be less dangerous one-on-one, but a goblin horde presents a risk for even the most accomplished adventurer.

Don’t let down your guard. Known for their stealth, bugbears love to attack when they’re least expected. Stay alert!

CARRION CRAWLER

Carrion crawlers are huge caterpillar-like creatures, each with dozens of tentacles and a gnashing mouth full of razor-sharp teeth. These disgusting monsters live on rotting flesh and slimy bones, and they’re always on the hunt for their next meal.

Carrion crawlers are drawn to dead things. They follow the stench of death and decay like relentless bloodhounds. These patient predators rely on trickery to fill their ever-hungry bellies. Unwary adventurers face the risk of being grabbed and poisoned by one of their many tentacles or bitten by their snapping teeth.

LAIR Carrion crawlers are found in caves, sewers, dungeons, and marshlands—anywhere that’s dark and moldy. Their keen sense of smell can sometimes lead them to cemeteries or battlefields. The dark corners of their lairs may contain the paralyzed or rotting corpses of their victims, stashed away for a late-night snack.

SIZE A fully grown carrion crawler is three times as long as a human is tall and almost six feet high when they crawl around. However, they can rear up on their hind-tentacles in combat to make themselves even taller, so watch out!

SPECIAL POWERS

SENSE OF SMELL

Carrion crawlers have an amazing sense of smell that lets them sniff out prey from far away. That also makes it tough to sneak up on them.

CLIMBING

Their many legs allow them to climb like a spider, skittering over difficult surfaces and even moving while upside down.

POISON

Their tentacles carry a poison that can paralyze you. Once you can’t move, the carrion crawler will tuck you away to let you die and rot until you’re gooey enough to be its next meal.

DO THIS

Be ready to cure poisonous wounds. Party members with healing powers, like clerics and druids, should be ready to help if anyone is struck by a poisonous tentacle.

Clean your weapons after a fight. Carrion crawlers can smell even a tiny hint of blood from miles away.

DON’T DO THIS

Don’t make lots of noise while you move through the underground. These relentless hunters will stalk you for hours in hopes of a meal.

Don’t ignore what’s above. Carrion crawlers can move across ceilings just as easily as they can the ground, and they love to surprise their victims from above.

FLUMPH

Not everything that lurks in the dark is dangerous! Flumphs are one of the great oddities of the underground, peaceful little creatures who float through the darkness on puffs of air. They communicate telepathically and express their moods through the soft, glowing colors of their tentacles: soft pink for amusement, deep blue for sadness, green for curiosity, and red for anger.

Flumphs feed off the psychic energy of others. They are passive parasites who take only as much as needed for survival. Their telepathy exposes them to the evil thoughts and emotions of other underground dwellers, sickening their pure nature. When good-hearted adventurers approach, flumphs are eager to soak up the positive energy and share any dark secrets they have learned. A steadfast rule of underground exploration is to always trust a flumph!

LAIR Flumphs live in the Underdark and can typically be found near the lairs of mind flayers and other psionic creatures. Their own communities, called cloisters, are peaceful places where their telepathy allows them to live in perfect harmony.

SIZE An adult flumph has a circumference wider than a person, but is only about as thick as your arm, giving it an odd and flat saucer-shaped appearance.

SPECIAL POWERS

ADVANCED TELEPATHY

These powerful psychics can overhear the content of any telepathic communication within sixty feet.

STENCH SPRAY

Flumphs can shoot a fifteen-foot-long cone of foul-smelling liquid that sticks to targets, leaving them stinking for hours.

ACID BURN

Flumphs can attack with their tendrils, which give off an acid that can burn skin.

TELEPATHIC SHROUD

Flumphs are immune to all attempts to read their thoughts or emotions against their will.

DO THIS

Let them into your head. Flumphs can’t speak, but they can share secrets and warnings via telepathy.

Keep an eye on their colors. Flumphs are angered by the presence of evil, so when they start to glow red, something bad is nearby.

DON’T DO THIS

Don’t frighten them. Dungeons are stinky enough without being coated with a flumph’s stench spray.

GOBLIN

Goblins are small, black-hearted, and selfish creatures with an individually low danger rating—which is why they’re almost always found in packs, often in numbers so great that they can simply overwhelm their enemies! These malicious creatures long for power and cannot help but celebrate whenever they have the upper hand. Lazy and undisciplined, they make poor servants and rely on alarms rather than guards to protect their lairs.

Goblins have an affinity for rats, which serve as pets, and wolves, whom they train as mounts. They prefer ambushes and hit-and-run attacks over straightforward battle. When alone, they are more likely to run away than challenge a stronger foe—but they can be dangerous when they band together! Goblins fight with scimitars and shortbows, and wear leather armor stolen from fallen enemies. Even with a leader, their infighting never stops. Goblins live to abuse, and they will turn on one another if no external target is available (a trait that adventurers can use to their advantage).

LAIR You’ll find goblins in old caves, abandoned mines, derelict dungeons, and other forsaken places. They take advantage of their small size by riddling their lairs with tunnels and bolt-holes that block the passage of larger enemies. Goblins also set many traps and alarms to ensure they aren’t caught unaware.

SIZE Goblins are about the height of a kitchen table. They are short but stocky, which gives them better balance when moving across rocky or uneven terrain.

GOBLIN POLITICS Lairs are ruled by the strongest or smartest goblin, who must constantly fight to hold their position. Turnover among goblin bosses is high, since all goblins want to seize power for themselves! Many goblin tribes are ruled by bugbears (see this page), who use their superior strength and size to bully their smaller cousins into submission.

DO THIS

Target the leader. Goblins are cowardly and often run away once their strongest fighter is defeated.

Stay alert! Goblins favor ambushes and sneak attacks from behind, so beware when traveling through their territories.

Put on a fearsome show. Sometimes all it takes is a magic illusion or a powerful battle cry to send them scurrying.

DON’T DO THIS

Don’t rush into battle. Goblin lairs are riddled with traps and alarms. Be careful to avoid setting them off.

Don’t trust them! Goblins are habitual liars and cannot be trusted to keep their promises (unless their lives are on the line).

MIND FLAYER

Wherever they appear, mind flayers are the scourge of sentient creatures. Psychic overlords and slavers, they are sinister masterminds that will not hesitate to wipe out entire races to achieve their own evil ends. Once, their empires oppressed many worlds; even today, their mental powers allow them to enact far-reaching schemes of intense cruelty.

The four tentacles on the squidlike head of a mind flayer are channels for their psychic powers. Mind flayers communicate telepathically, both among themselves and with the creatures they have psychically enslaved. Solitary mind flayers are rare, as most belong to colonies, each of which serves an elder brain. When a loyal mind flayer dies, its brain is harvested and deposited in the briny pool where the elder brain resides, so their gray matter and knowledge can be absorbed by their leader. A mind flayer’s mental control is so absolute that their slaves will battle to the death to protect their master!

LAIR Mind flayers reside within the Underdark, a vast network of subterranean tunnels and caves that lies below the earth. They live in colonies of five or more adults who are all related to the elder brain that lives in a briny pool near the middle of their den. Mind flayers acting alone are outcasts, and often gather mind-controlled slaves around themselves for added security.

SIZE Adult mind flayers are only slightly larger than normal humans. (It’s their psychic powers, not their size, that make them deadly!) Elder brains are around ten feet in diameter.

SPECIAL POWERS

DOMINATE MONSTER

Overpowers the mind of any living creature, turning them into a psychic slave willing to give their own life for their master.

BRAIN EXTRACTION

A mighty attack, which works against already-stunned foes, allows the mind flayer to crack open enemy skulls and devour their brains.

MIND BLAST

A psychic attack that batters heroes with powerful mental energy, leaving them stunned.

PSYCHIC STRIKE

Their tentacles can deliver damaging blows using psychic power and snare you in a tight grasp.

DO THIS

Aim for the brain. Despite its impressive mental attacks, the elder brain is relatively defenseless compared to an adult mind flayer.

Watch out for others. Mind flayers rarely live alone, so look out for siblings or enslaved creatures.

Starve them out. Mind flayers eat humanoid brains to survive. Cut off their food supply to weaken them before your final attack.

DON’T DO THIS

Don’t focus on their slaves. If you can kill the mind flayer, you’ll break its control—and freed slaves are more likely to run than continue attacking.

Don’t let down your guard. It will take all of your focus not to fall prey to the mind flayer’s psychic powers.

MYCONID

Myconids are intelligent, mobile fungi who resemble mushrooms, if mushrooms were shaped sort of like humans. These strange, intelligent creatures live in a sprawling subterranean kingdom called the Underdark, seeking enlightenment through communal mind-melds they create using their specialized spores.

If approached peacefully, myconids will allow adventurers safe passage through their colonies. They dislike violence, but are more than capable of defending themselves if attacked. Their spores can create psychic connections with other creatures and signal distress, induce calm, and even—in the case of their mighty sovereigns—reanimate the bodies of small- to large-size creatures. These loyal spore servants will not hesitate to defend their myconid masters from intruding adventurers, so be careful!

LAIR Myconids live in the Underdark and have darkvision, which allows them to move freely through the inky blackness of their homes. Each colony is made up of twenty or so myconid adults and a handful of their child sprouts, overseen by a powerful sovereign who is the largest in the colony.

SIZE

SPROUT

All myconids begin life as sprouts, two to three feet tall, which gradually grow to adult size. They are relatively defenseless, but capable of wielding small melee weapons.

ADULT

Adults are six- to seven-foot-tall plant creatures capable of defending themselves with pacifying spores that stun opponents.

SOVEREIGN

At more than ten feet tall, these are the largest of all myconids. Sovereigns can reanimate dead creatures to do their bidding!

SPECIAL POWERS

DISTRESS SPORES

When hurt, a myconid releases special spores that alert other myconids within two hundred forty feet of its pain.

PACIFYING SPORES

These spores can stun a single target near the myconid, allowing the pacifist creature to avoid combat.

RAPPORT SPORES

All creatures within a thirty-foot radius are bound together in a telepathic link that allows them to communicate silently for one hour.

ANIMATING SPORES

Produced by myconid sovereigns, these spores reanimate the corpses of living creatures, transforming them into loyal servants.

DO THIS

Ask for help! These peaceful, intelligent creatures can be useful allies, sharing valuable knowledge of the area around their colony and the dangers that lie ahead.

Let the sunshine in! As dwellers of the Underdark, myconids can be weakened and even killed by exposure to sunlight. Maybe your party’s magic-users have a spell that could help light up the darkness!

DON’T DO THIS

Don’t think that a scarf over your nose will save you! Spores can be absorbed through the smallest patch of bare skin.

Don’t brag about your conquests. Myconids despise violence!

MYCONID COLONY

Tulra shivered as the strange spores settled into her skin. Everything about the Underdark was unsettling, but the myconid colonies, with their eerie silence and musty, alien smells, were her least favorite. Still, the myconids had insight into the mind flayer known as Deenarh—knowledge she needed if she was to have any hope of breaking its dark hold over her village.

A shudder ran along Tulra’s spine as the spores did their work, opening her up to the thoughts of the creatures around her. A dozen minds sparkled along the telepathic link, one brighter than the rest.

“We know you, barbarian,” said the sovereign, its voice nothing but a psychic rattle in Tulra’s head. “You smell like the half-orc who burnt down our colonies at Shilmista three summers past.”

Tulra froze. The power of the myconid mind-meld was legendary, but she hadn’t expected to be identified hundreds of miles from Shilmista. The revelation left her with a difficult choice. She could explain the terrible situation that led to the colony’s demise and hope for forgiveness or lie and say it wasn’t her—a difficult task given the psychic bond that linked their minds together.

Should Tulra tell a dangerous truth or a dangerous lie? If she chooses the truth, would the myconid colony offer her forgiveness or use their dangerous spores to seek revenge? If she lies, will the myconids detect her deception—and how would they react to discovering her untruth? It’s up to you!

DEMOGORGON

Demogorgon is a horrific demon prince who epitomizes the forces of chaos. His massive body is a warped mixture of different creatures all jammed together: the legs, feet, and tail of a dinosaur; the tentacles of a giant octopus; and the upper body of an ape, with a pair of disturbing-looking apelike heads mounted on top, hungry and roaring. Demogorgon is one of the most dangerous creatures anywhere. A battle with him is either the well-planned culmination of a massive quest, or a suicidal fool’s run that ends in annihilation.

Demogorgon embodies madness and destruction, and he constantly works to destroy order and goodness in the universe. The turmoil around Demogorgon helps empower him, but it’s also a source of weakness. His two heads (named Aameul and Hathradiah) constantly argue about how best to destroy his foes, as his evil plans shift and change. It’s hard to raise an army and plunge the world into chaos when your own two heads can rarely agree on how best to do it.

LAIR Demogorgon lives in a strange other dimension called the Abyss. The Abyss is a shifting and turbulent place of war and insanity, where only the most powerful adventurers could even have a chance to survive, let alone triumph. The Abyss is broken up into more than six hundred layers of dangerous lands, some of them without any ground to walk on, others without any air to breathe. On the Abyssal layer called the Gaping Maw, Demogorgon’s fortress is partially submerged in dark and deadly water.

Traveling to the Abyss and confronting Demogorgon directly is almost impossible for anyone less than the most epic of heroes. Most battles with Demogorgon take place elsewhere, when the Prince of Demons chooses to travel to other worlds.

SIZE Demogorgon is eighteen feet tall, which means he could look into the second-story window of a multistory house. Each of his tentacles is wider than your whole body, and his ape mouths are large enough to bite you in half without even chewing.

SPECIAL POWERS Demogorgon can use his huge tentacles or tail to grab heroes and smash them. He can also cast powerful magic spells, but his most potent abilities come from the glowing eyes of his twin ape heads. With just a glance, Demogorgon can cause heroes to stop in their tracks or go crazy.

BEGUILING GAZE

Stuns you so you can’t move or think as long as you’re staring at him.

HYPNOTIC GAZE

Lets Demogorgon take control, making you do whatever he chooses if your mind isn’t strong enough to resist.

INSANITY GAZE

Unravels your mind so your thoughts don’t make any sense. Confused and dizzy, you won’t be able to attack or communicate with anyone else.