U�������� S������ D2

Maps Tim Hartin | Proofing John Webb | Art Matias Lazaro, Nacho Lazaro
Requires the Fifth Edition Core Rulebooks
Section D2 elementals (they only speak Terran and broken
Primordial), the elementals explain that they are
This section of Undercity is intended for four to six looking for a long-lost friend named Salty who
5th-level characters. was summoned by a mage and trapped in an iron
flask. If the characters are willing to help the earth
The entrance to Undercity section D2 is discreetly elementals find their friend, the elementals offer
hidden behind a grand, weathered bronze statue of 1,000 gp worth of gems in exchange. Salty can be
a forgotten city guardian in one of the city's ancient found inside a jeweled egg in Undercity D2–28.
squares. When the statue's secret mechanism on The elementals don’t trust spellcasters—all
the base is activated, a portion of the ground slides obvious spellcaster characters have
away, revealing a stone-hewn passage that disadvantage on ability checks made to socialize
descends sharply, providing an entrance into the with the elementals.
interconnected realms of the Undercity.
Keyed Encounters 4—Jaws
Locked Door. The door connecting this area to area
The following area descriptions are keyed to the 7 is locked.
map of Section D2 as shown on the cover.
Formaldehyde. The room reeks of chemicals.
1—Peeling Necromancers, alchemists, and those familiar
Hallways. Multiple hallways branch away from this with the dead recognize it immediately as the
area. Three of the hallways lead north to Section smell of embalming agents used to preserve dead
D1 of Undercity. creatures.

Old Paint. The walls here were painted long ago Hanging Monstrosities. Dead aberrations, six in
with faux gold, which now peels under the weight all, hang from the ceiling by thick, rusted iron
of black mold growing over it. chains. A successful DC 15 Intelligence (Nature)
check reveals that these are otyughs. All of them
2—Serpentine seem dead; however, they are meticulously
preserved. Each one has three copper pieces
Boat Ramp. A boat ramp offers access to the glued over its eyes.
waterway that snakes through the Undercity.
Homunculi. Ten ��������� hide among the
Snake Boat. A rowboat carved to look like a large otyugh corpses—in their mouths, between their
snake is tethered to the nearby wall. It has tentacles or toes, or in their eye sockets.
multiple holes in it, not immediately noticeable. Designed to protect and preserve the otyugh
However, 1 minute after it enters the waterway, it corpses here, the homunculi aren’t aggressive,
starts to sink. but will bite and claw at anyone that messes with
their old master’s work.
3—Salty
Telescope Parts. The rusty remnants of a large Magic Components. The southernmost door in the
telescope lie in the center of this room. Even western wall hides an old closet that contains
though it’s been here a long time, evidenced by enough magical components for two components
the rust and mold, it still seems terribly out of pouches. There is also a small iron chest that
place. contains 1,000 cp, and a 2 lb sack of salt.

Flasks. There is a large table pushed against the Electric Floor Controls. There is a large knob on
northern wall. Numerous flasks made of black iron the wall directly to the left of the door leading to
sit on the table. They all lack their stoppers. A area 7. It is currently turned to the “ON” position.
successful detect magic spell reveals that they Switching it to the “OFF” position disables the
exude faint conjuration magic, but otherwise have electrified floor trap in area 7a.
no magical properties.
5—Cackling
Earth Elementals. Two ����� ���������� Old Lounge. Rotting chairs and couches, broken
composed mostly of salt crystals are found here. tables, and other ruined furniture suggests that
They seem interested in the flasks, frequently this was once a lounge.
peering inside them and shaking them. If the
characters have a way to communicate with the Laughing Book. A large book that appears to be

2 Undercity
 wrapped in seaweed sits on one of the old tables.
When a creature comes within 5 feet of it, the S������� ��� B����
book seems to laugh. Any character who’s
encountered a sea hag gets immediate deja vu. If In the shadowed depths of Undercity, whispers
one of the characters opens the book, it stops of Scrounge the Brown's twisted experiments
laughing immediately. The book is a treatise on still echo through the stone corridors. This
sea hags and their culture. It has an entire chapter deranged wizard, garbed in patchwork robes
dedicated to the Tidebound Trio (see Undercity that matched the earthen hue of the tunnels he
D1). inhabited, was infamous for his obsessive
studies on the otyughs—those monstrous,
6—Pustule waste-dwelling creatures. Driven to the edge of
madness by his relentless quest for forbidden
Cages. There are three large domed cages in this knowledge, Scrounge performed his darkest act
room, each one measuring 15-feet in diameter. when he transplanted the consciousness of his
beloved urchin girlfriend, Amber, into the form of
Trolltyughs. All three cages hold horrific an otyugh, forever trapping her in a grotesque
aberrations. At first glance, these creatures look prison of tentacles and muck. While Scrounge
like trolls. However, these trolls all have three himself has not been seen for ages, his unholy
arms, three legs, and two tentacles growing out of legacy endures; strange homunculi, bearing
their backs. The creatures lack eyes. Instead, a signs of his arcane handiwork, scuttle through
third pseudopod rises out of the tops of their the Undercity, ensuring that the remnants of his
skulls, terminating in three black eyes. A character vile operations persist, awaiting the return or
who observes these horrors and succeeds on a discovery of their demented master.
DC 15 Intelligence (Arcana) check realizes that
these are troll-otyugh hybrids. The “trolltyughs”
can’t escape their cages, but they snarl and bark Noticing this trap requires a successful DC 10
at the characters. If the characters make the Intelligence (Investigation) check. Removing it
mistake of releasing the beasts, they attack. requires a little more effort—each 10-foot-section
of electrified floor requires a successful DC 15
Each uses the ����� stat block, except they can Dexterity check using proficiency in thieves’ tools
use their Multiattack to make three claw attacks to remove. Turning the knob in area 4 to the
and one bite attack, they are aberrations instead "OFF" position deactivates the entire floor.
of giants, and they are CR 6 (2,300 XP).
Otyugh Pens. Areas 7b through e are pens
A trollyugh’s bite has the potential of infecting a designed to hold otyughs. Only two of the pens, b
creature the same as an otyugh’s. A creature bitten and c, hold living �������. They appear docile.
by a trolltyugh must succeed on a DC 16 There are no doors to their pens, as they are
Constitution saving throw against disease or fearful of the electrified floor. They are hungry and
become poisoned until the disease is cured. Every will try to eat the characters.
24 hours that elapse, the target must repeat the
saving throw, reducing its hit point maximum by 5 Homunculi Support Ledge. A narrow ledge running
(1d10) on a failure. The disease is cured on a across the walls of this entire area offers a way for
success. The target dies if the disease reduces its the ��������� in area 4 to enter this room and
hit point maximum to 0. This reduction to the target's tend to the otyughs without electrocuting
hit point maximum lasts until the disease is cured. themselves.
7—Carved Dead Otyugh. Pen 7d holds the corpse of an otyugh.
Locked Doors. Both doors leading into this area are Large, black pustules grow over its rotting flesh. If
locked. a creature comes within 5 feet of this corpse, some
of the pustules erupt. Each creature within 5 feet of
Electrified Floors. The floor panels in area 7a are the corpse must make a DC 15 Constitution saving
electrified, used to deter the otyughs from throw, or become infected with the ������’�
escaping their pens. A creature that enters the disease.
area the first time on its turn or starts its turn in 7a
must make a DC 15 Constitution saving throw. A Zombie Hero. The last pen, 7e, contains the charred
creature takes 14 (4d6) lightning damage on a remains of an adventurer who entered this area and
failed saving throw, or half as much damage on a was electrocuted to death. The necromantic
successful one. properties of this part of the Undercity inevitably

Section D2 3
 revived it. The adventurer is now a ������ that is that she was a test subject of the wizard that once
immune to lightning damage. It still wields a +1 lived in this section of Undercity, a man named
longsword, but has lost all memory on how to use it. Scrounge the Brown (see the sidebar). She isn’t
sure what’s happened to him since he
Soot-Covered Coins. There are 16 platinum pieces transformed her. Amber is lonely, and will gladly
hiding amid the rotting hay and charred clothes in join the party on their quest if they invite her. The
the zombie’s pen (7e). only area she won’t go into is area 10, as the
visage of her own animated corpse terrifies her.
8—Wardrobe
Gold Purse. Whether she meant to or not, Amber
Locked Door. The door connecting this area to area has become quite the explorer of Undercity. She
7 is locked. carries a large purse with her that’s stuffed with
500 gp.
Muzzles and Leashes. Tables and racks scattered
around this room hold old leather muzzles and Locked Door. The door leading to area 10 is locked.
leashes, all of which have been designed to train
otyughs. Despite a little mold covering them,
they’re mostly in good condition. 10—Prickles
Locked Door. The door connecting this area to area
Animated Objects. Residual magic in this section of 9 is locked.
the Undercity has animated some of the objects in
this area (as the animated objects spell). There Crypt. A huge stone slab dominates the center of
are four S���� �������� �������, four this room. Old vases, probably once filled with
M�����, and two L����. See the sidebar for fresh flowers, encircle the slab.
their stats. They attack without hesitation and fight
until destroyed. Amber’s Corpse. When the characters first enter
this room, they discover a female ������ wearing
An animated object is a construct with AC, hit a tattered white funeral dress skulking in the
points, attacks, Strength, and Dexterity determine shadows. The top half of her head is missing and
by its size (see the Animated Object Stats table). her brain is gone. Iron pins, once used to hold
Its Constitution is 10, its Intelligence and Wisdom electrodes, stick out of her flesh, giving her a
are 3, and its Charisma is 1. Its speed is 30 feet, prickly appearance. This corpse is Amber’s
it has blindsight with a radius of 30 feet and is original body (see area 9). The otyugh Amber is
blind beyond that distance. When the animated terrified of this creature.
object drops to 0 hit points, it reverts to its original
object form, and any remaining damage carries 11—Riddle
over to its original object form. All animated
objects are CR 1/2 (100 XP), regardless of size. Two Tables. Two tables, both fitted with straps,
share this room’s space. One is sized for a
humanoid and the other for a large creature (most
9—Amber likely an otyugh).
Boat Ramp. A boat ramp here leads into the
massive waterway that cuts its way through the Experiments. Broken and ruined alchemical
Undercity. equipment litters the floor of this chamber.

Amber the Otyugh. When the characters first enter Scrounge’s Journal. A brown journal covered in
this area, they encounter an ������ wearing blood stains lies amid the wreckage. A character
women’s clothing tailored to fit its unusual body. who spends 1 minute reading learns with a
Stranger yet, it speaks Common and has an successful DC 13 Intelligence (Investigation)
Intelligence score of 9 (-1). The otyugh is friendly, check that the journal belonged to Scrounge the
revealing that its name is Amber. Amber claims Brown (see the sidebar on page 3.) It details the

Animated Object Stats

Size HP AC Str Dex Attack
Small 25 16 6 (-2) 18 (+4) +8 to hit, 1d4 + 4 bludgeoning damage
Medium 40 13 10 (+0) 12 (+1) +5 to hit, 2d6 + 1 bludgeoning damage
Large 50 10 14 (+0) 10 (+0) +6 to hit, 2d10 + 2 bludgeoning damage

4 Undercity
 process he used to create the Amber otyugh from
her old corpse (see areas 9 and 10). M��� E�������
Old Scroll. Scrounge’s Journal holds a folded spell 3rd-level transmutation (ritual)
scroll of mind exchange (see the sidebar).
Casting Time: 1 minute
Range: 60 feet
12–Constellation Components: V, S, M (a prism and silver coin)
Kitchen. This room looks like it may have once Duration: Concentration, up to 8 hours
served as a kitchen and refectory. One humanoid of your choice that you can see
within range must make a Charisma saving
Shiny Thing. There is a gold bracelet decorated
throw. On a failed save, you project your mind
with stars and planets on the floor. It’s worth 50
into the body of the target. You use the target’s
gp.
statistics but don’t gain access to its knowledge,
class features, or proficiencies, retaining your
13—Slime own instead. Meanwhile, the target’s mind is
Cube Dispenser. A massive contraption resembling shunted into your body, where it uses your
a 10-foot-cube glass aquarium stands at the statistics but likewise retains its own knowledge,
center of this room. Tubes and pipes run into it, class features, and proficiencies.
some of which connect to a control console The exchange lasts until either of the the two
against the northern wall. The western facing side bodies drops to 0 hit points, until you end it as a
of the cube has a lockable glass door. bonus action, or until you are forced out of the
target body by an effect such as a dispel magic
Build-a-Cube. The control console has four or dispel evil and good spell (the latter spell
switches. Each switch has an icon above it. defeats mind exchange even though possession
by a humanoid isn’t usually affected by that
Drop of Water Icon: The first switch fills the glass spell). When the effect of this spell ends, both
cube with water, which takes 10 minutes. switched minds return to their original bodies.
The target of the spell is immune to mind
Sprinkling Powder Icon: The second switch exchange for 24 hours after succeeding on the
injects white powder into the water, which takes 1 saving throw or after the exchange ends.
minute.
The effects of the exchange can be made
Vortex Icon: The third switch uses a vortex to stir permanent with a wish spell or comparable
the powder into the water. After 10 minutes, the magic.
water thickens into jelly.
14—Unstable
Snowflake Icon: The fourth switch chills the water.
This process takes another 10 minutes. Angry Otyughs. Two aggressive ������� fight
each other in this chamber. If they notice the
A character who witnesses all of this and characters, they join forces and attack.
succeeds on a DC 15 Intelligence (Arcana) check
realizes that this machine creates gelatinous Discarded Backpack. A backpack containing the
cubes. However, the cube is not yet animated. contents of a dungeoneer’s pack lies on the floor.
That requires one final step. The rations and water are ruined, but the rest of
the supplies are in good working condition. The
The Final Step. Casting animate objects on a newly pack also contains a rare book of poetry worth
formed jelly cube using the build-a-cube process 100 gp.
detailed above creates a new �����������
����. The cube is not friendly to the characters or Secret Door. A concealed door in the northern
any other creature that creates it and actively passage of this area hides the entrance to area 16.
pursues any organic life it considers food.
15—Forges
Scroll Stock. A character who searches the console
and succeeds on a DC 15 Intelligence The Forge. Cold furnaces, rusty anvils, and other
(Investigation) check finds a hidden compartment signs of an old smithy clutter this large room.
containing four spell scrolls of animate objects.
Cistern Barrels. Huge barrels designed to hold
water dominate the western side of the room.

Section D2 5
Locked Closet. The northwestern door is locked. It north to south. Numerous submerged passages
contains shelves holding 300 lb of iron ingots, all branch off from it.
in perfect condition, for a total value of 30 gp. It
also has a complete set of smith’s and carpenter’s Back to D1. The northern waterway leads back to
tools. section D1.

Smithing God. A large statue of a dwarven smithing Seaweed. Thick seaweed grows in the water
god stands in an alcove at the north end of the approximately 20 feet from where this waterway
room. A character who examines the statue and connects to section D1 in a 40-foot-square patch.
succeeds on a DC 11 Intelligence (Investigation) Noticing the seaweed from the surface requires a
check notices that it looks like one of its hands successful DC 15 Wisdom (Perception) check.
used to hold something with a handle, possibly a
hammer. However, someone or something broke Any boat larger than a canoe automatically gets
it off and removed it from the room. stuck in the seaweed. A creature swimming or
walking in the water that enters the seaweed’s
16—Sea Cucumber area for the first time on a turn or starts its turn in
the area must make a DC 12 Dexterity saving
Secret Door. The door to this chamber is concealed throw or become restrained by the seaweed. A
in the wall in area 14. restrained creature can use its action to try to
escape, doing so with a successful DC 12
Throne. A stone throne with rotting pillows stands Strength (Athletics) or Dexterity (Acrobatics)
against the northern wall. check. Each 10-foot cube of seaweed has AC 10,
15 hit points, resistance to fire, and immunity to
Strange Book. An enormous book detailing sea bludgeoning, piercing, and psychic damage.
cucumbers lies on the ground at the foot of the
throne. The pages detailing how sea cucumbers Dead Pirate. The seaweed grasps the corpse of a
can regenerate and their ability to autotomize dead pirate. The pirate’s bony hands still clutch a
their vital organs are earmarked and heavily rotting wooden chest containing 30 gp.
annotated. Characters proficient in forgery who’ve
seen Scrounge the Brown’s handwriting Submerged Passages. A pair of submerged
recognize the notes as written by him. passages offer another way into area 35.
17—More Pickles 19—Jellyfish
Locked Door. The easternmost door connecting this Jellyfish Trap. There is a tripwire hidden just below
chamber to the hallways leading back to area 1 is the water level. When triggered, a hatch opens
locked. and dozens of jellyfish swarm into the water. The
jellyfish use the ����� �� ������� stat block,
Shelves. Dozens of shelves crowd this room. except their speed is 0 ft., swim 30 ft., and their
Hundreds of preserved jars containing severed bites are stings that deal poison damage.
limbs, eyeballs, humanoid heads, samples of troll
flesh, and other medical oddities, have been Spotting the tripwire requires a successful DC 15
placed on the shelves. Wisdom (Perception) check. Disabling the tripwire
requires a successful DC 13 Dexterity check
Homunculi. Twelve �������� toil in this area, using proficiency in thieves’ tools.
working with feather dusters and tiny brooms to
keep it clean. Submerged Tunnels. There are two submerged
tunnels here connecting this area to area 20. The
Scrounge’s Pickled Hand. One of the jars stands entrances to both tunnels are carved to resemble
out among the rest. It is topped with a white cork a black dragon’s mouth.
stopper and dressed with silver filigree. Inside is a
human’s left hand. A label on the jar reads “My Branching Waterway. The main waterway
Useless Hand.” The jar alone is worth 250 gp. continues south to Section D3 and east to section
Anyone who can identify the hand as Scrounge the E2 of the Undercity
Brown’s might pay up to ten times as much for it.
20—Festering
18—Slip
Warnings. Twenty 15-foot-tall spikes rise from the
Waterway. The huge waterway that cuts through the large, circular pool in this area. Impaled
majority of Undercity slides through here, flowing

6 Undercity
 humanoids—judging by the way they were dressed,
adventurers—rot on the pikes, their faces locked in T�� B��������� B�������
an interminable state of terror.
The Blackscale Brothers, a formidable pair of
Inscription. Words carved directly into the stone of black dragons, present a study in stark contrast
the arch above the staircase leading to area 21 despite their shared lineage. Drakkar the Dire,
read, in Draconic, “Venture no further.” the more contemplative of the two, possesses a
dark intensity evident in his gleaming obsidian
Dragon Party. The sound of humanoid laughter and scales and reflective eyes. Drawn to the
socializing coming from area 21 can be heard mysteries of the Undercity, he delves deep into
here. its ancient chambers and corridors, ever eager
to unearth knowledge about the layers below
Canoes. Three canoes are tethered to the bottom of and the arcane secrets they may hold. His
the staircase leading up to area 21. They are in commitment to understanding the labyrinthine
excellent condition, suggesting they just recently depths is unyielding, making him a beacon of
arrived. historical and magical insight for those who dare
to approach him.
21—Nymph On the other hand, Faelan the Fastidious thrives
Well Lit. Torches and braziers cast this area in bright in the world above, often disguising himself as a
light. charismatic human to mingle effortlessly among
the mortal populace. His uncanny ability to blend
Library. This room is a large library wrapped with in has seen him at the heart of many grand
shelves and decorated with comfortable couches feasts, moonlit dances, and passionate affairs.
and armchairs. With an infectious zest for life, Faelan is often
the secret star of any gathering, his true
Party. Ten masked ������ (seven women and three draconic nature hidden beneath layers of
men) gather here, drinking and socializing. Their enchantment. Yet behind the mirth and revelry
intentions seem debaucherous. None of these lies a deeper motive: a penchant for siring half-
nobles wish to reveal their identities, as they are all dragon offspring, ensuring that the legacy of the
people with positions of great power in the Blackscale lineage is interwoven with the
metropolis above. tapestry of humankind.

Black Dragon Embellishments. The columns,

furniture, rugs, and even the murals are dressed a sweat, casually invites the characters to join the
with black dragons and their deeds, hinting at the festivities.
Blackscale Brothers’ true nature (see the
Blackscale Brothers sidebar). Blackscale Brothers Statue. The statue in the
north part of the room is carved to resemble two
Booze Closet. The door in the western wall is where dragons embracing each other, their necks and
the Blackscale Brothers keep their alcohol supply. tails intertwined. A character who observes the
It is locked. statue and succeeds on a DC 15 Intelligence
(Arcana) check recognizes them as black
Locked Doors. The doors to areas 23 and 24 are dragons.
locked with arcane locks—increase the DC on
checks made to pick or shove them open by 10. Family Tree. On the western wall of the dim
chamber, a perplexing network of etched lines
spreads out, starting from a singular point near
22—Clicking the wall’s center and branching intricately both
Noisy. Laughter and “vigorous exercise” can be downward toward the stone floor and to the left,
heard from outside this room’s door. seamlessly continuing onto the southern wall.
These fine lines connect an array of symbols,
Faelen and Friends. A man with raven black hair runes, and names. A character who can read
“entertains” three masked ������ on a Draconic that spends 1 minute observing the
comfortable looking bed at the center of this room. diagram and succeeds on a DC 11 Intelligence
The man is Faelen, a ����� ����� ������ (History) check recognizes that it is a family tree.
disguised as a human (see the Blackscale Furthermore, it seems that Faelen has close to
Brothers sidebar). Unsurprisingly, the nobles lack 300 children, most of which are half-human.
armor and weapons. Faelen, not even working up

Section D2 7
Hidden Lever. The statue hides a lever, detectable If the trap is triggered, it counts as a daily use of
with a successful DC 16 Intelligence Borstos’ Acid Breath weapon.
(Investigation) check. Pulling this lever down
causes the bed to slide 10-feet to the west, 24—Motley
revealing a 10-foot deep pit. A small staircase
leads down to a gallery decorating with six Locked Door. The door connecting this area to area
pedestals resembling three-foot-tall black dragon 21 is arcane locked (see area 21).
claws. Each dragon claw pedestal holds a large,
fist-sized opal worth 5,000 gp. These opals are Filthy and Foul. This room reeks. There is standing
Faelen’s pride and joy. Even touching them water filled with raw sewage everywhere.
invokes his wrath.
Dragon Demon. A demon with four arms and the
head of a black dragon stands at the center of the
23—Conformation room. Black chains keep it bound, preventing it
Locked Door. The door connecting this chamber to from moving more than 5 feet from its current
area 21 to this chamber is arcane locked (see spot. It is a ��������, bound by the
area 21). imprisonment spell by Drakkar. Her name is
Copus. The spell restrains Copus and prevents
Uncle Borstos. A huge black dragon stands at the her from moving, but otherwise doesn’t impede
center of this room. A character who succeeds on her actions. Copus remains quiet, taking a
a DC 10 Wisdom (Insight) check quickly realizes moment to get a sense of the characters’ motives.
that it isn’t alive—at least not in the traditional Exceptionally wise, she quickly understands their
sense. This huge dragon was Faelen and strengths and weaknesses and will use them to
Drakkar’s uncle, the dragon Borstos. When her advantage. She desires to escape, and will
Borstos died, Drakkar used necromancy to promise whatever she can to get her way. She
preserve the body. Then, with the help of a wizard knows that Faelen keeps a treasure trove of opals
named Scrounge the Brown (see page 3), under his bed, and will share this information with
Drakkar reanimated his uncle as a Huge ����� the characters in exchange for dispelling the
�����. This flesh golem does not move or attack, imprisonment spell. Ultimately, she wants
but it does occasionally reveal that it is sentient, revenge against the three who trapped her here:
moving its head, or fluttering its wings. The Scrounge the Brown, Drakkar Blackscale the
Borstos golem has 195 hit points, and can Dire, and the night hag, Lysandra Nocturne.
Breathe Acid like an ����� ����� ������ which
it can use only once per day. It defends itself if 25—Feline
attacked, but otherwise, it won’t do anything else
unless Drakkar commands it (it ignores Faelen). Ledge. The floor of this area stands 10 feet above
Borstos is a CR 11 (7,200 XP) creature. the water. A ladder made of iron offers a way up to
the platform from the waterway.
Magical Book. A large tome rests atop a bookstand
in the northeastern corner of the room. It is Sewage Pipe. A huge, rusty pipe (marked as a
wrapped in black leather, pulled from the back of column on the map) pours sewer water from the
Borstos (see above). This book is a manual of city above into the waterway here. The roar of the
flesh golems. Scrounge the Brown’s name is falling water imposes disadvantage on all Wisdom
written on the book’s byline. (Perception) checks made to hear in this area.

Acid Breath Trap. If a creature lifts the manual from Headless Statues. Two statues depicting the
its place on the bookstand, the Borstos golem metropolis’ nobles stand in the northeastern and
rotates its head and breathes acid in a 60-foot- northwestern corners of this area. Both are
long, 5-foot-wide line targeting the book. Each missing their heads.
creature in that line must make a DC 18 Dexterity
saving throw, taking 54 (12d8) acid damage on a Dead Cats. The dissolved remains of three cats lie
failed save, or half as much damage on a on the ground near the northern door. A trail of
successful one. The golem then returns to its slime continues from these corpses and under the
original state. door into the hallway beyond, inevitably
terminating in the drowned haunt trap in area 32.
Noticing this trap requires a successful DC 16
Intelligence (Investigation) check. A successful 26—Labyrinth
DC 16 Intelligence check using proficiency in Cube Labyrinth. Five ���������� ����� stand in
Arcana disables the magical trigger for the trap. this room, nearly invisible thanks to their

8 Undercity
 Transparent feature. Their positions are marked (Investigation) check finds that the drain at the
with an X on the map. Fortunately, these center of the room is clogged with six gold rings
creatures are incapacitated and have movement (50 gp each), four silver rings (10 gp each), and
speeds of 0. Regardless, their Ooze Cube feature eight platinum rings (150 gp each).
still functions. A character who doesn’t spot the
cube and walks into its space is subjected to its 30—Amphibian
Engulf trait.
Old Lounge. Rotting couches and broken tables
Chest. There is a large wooden chest in the crowd this room. Shelves covered in rotting books
southeastern corner of the room (marked with a C wrap the walls.
on the map). The chest is locked (similar checks
as a locked door). It contains 2 ep. Frogs. Dozens of ����� are in this room. Many of
them croak and hop. Some of them are dead,
victims of the stray cats that live in this section of
27—Transient Undercity (see area 28) as well as Morley (see
Sarcophagi. Three 10-foot-long, 3-foot-wide stone area 31).
sarcophagi crowd this room. Each has a lid
carved to resemble a noble, their names forgotten Closet. The door in the eastern wall leads to an
in the annals of history. empty closet.

Spooky Note. The eastern and westernmost Hidden Passage. One of the shelves conceals a
sarcophagi contain human remains. The passage to area 31. If the characters aren’t
centermost sarcophagus is empty. However, the careful, they will alert Whispering Morley.
words “I’m right behind you” have been carved
into the stone at the bottom of it. 31—Gluttonous
Whispering Morley’s Chambers. Once an office
28—Warren for the morticians who worked in the crypts in this
Crypts. Six stone sarcophagi, 10-feet-long and 3- part of the Undercity, it has since been converted
feet wide, crowd this chamber. into a place to hide and rest for its current
resident, an obese ����� named Whispering
Strays. There are fourteen ���� in this room. Many Morley. Morley hates humans, but doesn’t wish to
of them have bald patches and burns on their provoke a fight. Despite his ravenous appetite for
bodies, the result of fighting with the oozes that dead and living creatures alike, Morley loves cats
inhabit the areas nearby. and won’t harm them.

A character who communicates with the cats via Cats. There are six ���� here, all friends of Morley.
a speak with animals spell or similar magic learns
that the cats are friends with the strange old man 32—Invigorate
who lives in area 31. They will even go as far to
show the characters how to find the secret Slime Trail. The slime trail from area 25 leads here,
chamber (see area 31). terminating at an open barrel of water.

Treasures. Each time the characters search a Cistern. Huge barrels of water crowd the center of
sarcophagi, roll a d6. On a result of a 6, the the room.
corpse inside the stone coffin wears 1d8 x 10 gp
worth of ornate jewelry. Otherwise, there’s only Drowned Haunt. The slime trail leads to an open
bones. barrel of dark water. A character who stands
within 5 feet of the barrel and looks inside sees
two glowing eyes at the bottom of the barrel. A
29—Intangible decaying hand with too many joints (three elbows,
Standing Water. The floor of this room is covered in two wrists, and a myriad of knuckles) reaches out
2 inches of stinking standing water. of the barrel, attempting to grab the character.
The target must make a DC 15 Dexterity saving
Corpse Preparation Room. This room contains throw, or become restrained. If the target is still
tables and sinks once used to prepare and restrained at the end of its turn, it must make a DC
preserve bodies. 15 Strength saving throw. On a failed saving
throw, the target is pulled head first into the barrel
Clogged Drain. A character who investigates the and begins to drown. The target can free itself
floors and succeeds on a DC 16 Intelligence with a successful DC 15 Strength (Athletics) or

Section D2 9
 Dexterity (Acrobatics) check. Another creature each of its turns until the slime is scraped off or
within 5 feet of the target can free the target with destroyed. Against wood or metal, the slime deals
a successful DC 15 Strength check. 2d10 acid damage each round, and any
nonmagical wood or metal weapon or tool used to
Destroying the barrel ends the effect. The barrel scrape the slime off is effectively destroyed.
has AC 15, 25 hit points, and immunity to poison
and psychic damage. Sunlight, any effect that cures disease, and any
effect that deals cold, fire, or radiant damage
The Corpse. If the characters destroy the barrel, the destroys a patch of green slime.
corpse of a drowned woman slides out of the
barrel’s remains. The woman wears a silver Secret Passage. There is a secret passage hidden
vulture mask worth 50 gp. A successful DC 13 in the northeastern wall that leads to area 36.
Intelligence (Investigation) check reveals that this Simply finding it isn’t enough to get inside—a
woman was likely a cultist of Skraalath. See magic mouth forms on the wall when a creature
Undercity A2 for details. touches this section of the wall and demands,
“Who goes there!” Saying the name Linus Gool
33—Shiny unveils the door. Any other name spoken keeps
the door barred from within.
Nameless Ghouls. There are six ������ here, all
of them chained together, restraining them. A final
chain connects them to the floor. Seeing the 36—Foreboding
characters causes them to writhe and shout, Who Turned out the Lights? Magical darkness, as
yelling “Shiny!” as they snap at the characters the spell, fills this circular chamber.
with their rotten black teeth. It seems to be the
only word they know. Sentient Black Pudding. A ����� ������� lurks in
the dark. The black pudding has an Intelligence
34—Unscrupulous score of 10 and can speak Common in a bubbling,
horrific tone. It asks, “Linus? Is that you? I thought
The Dead Man. There is a large desk at the center of I killed you…” then oozes toward any living
this room. A man wearing rotting noble’s clothing sits creature it can detect with its blindsight. This black
behind the desk. A note pinned to his chest with a pudding has the Regeneration feature: it regains
dagger reads “I KNOW WHAT YOU DID!” 10 hit points at the start of its turn. If it takes
radiant damage, this feature doesn’t function at
Ledger. The dead man’s right hand covers a large, the start of the pudding’s next turn. The pudding
leather-bound ledger on the desk. A character who only dies if it starts its turn with 0 hit points and
examines the ledger and succeeds on a DC 13 doesn’t regenerate. New black puddings split off
Intelligence (Investigation) check uncovers from it have the stats typical for a black pudding.
recorded sales transactions between a man named
Linus Gool and some of the metropolis’ noble Dissolved Coins. Thousands of coins, once gold,
families, primarily funeral expenses. silver, and platinum, cover the floor of this chamber.
The black pudding’s presence here has ruined them
35—Currency all, making them completely worthless.
Locked Door. The door to this area is barred from the
inside. 37—Slick
Docked Boat. A large rowboat is docked here,
Waterways. Narrow waterways crisscross the area, tethered to one of the two columns.
offering access to the main waterway (see area 18)
as well as section E2 of Undercity via submerged Ill-Gotten Goods. Six sacks of copper, stolen from
tunnels. a money exchanger, sit in the bottom of the boat.
Each sack contains 1,000 cp.
Green Slime. Three patches of green slime cling to the
ceiling. Each slime has blindsight out to 30 feet. Broken Grease Jar. The first time the characters
When a slime detects movement below it, it drops. come here, they find a broken jar in the center of
Otherwise, it can’t move. A creature aware of the this loading area. Grease covers the floor in a 10-
slime’s presence can avoid being struck by the foot square at the center of the room. A creature
slime with a successful DC 10 Dexterity saving that enters the area or ends its turn there must
throw. A creature that comes into contact with succeed on a DC 10 Dexterity saving throw or fall
green slime takes 5 (1d10) acid damage. The prone.
creature takes the damage agains at the start of

10 Undercity
Cleaning Up the Mess. One of the �������� from Their eerie, peeling eyes seem to stare at the
area 44 eventually comes out (10 minutes after characters as they move through the area. The
the characters arrive) with a mop, ready to clean Carnival Heads tables on pages 12 and 13 detail
the grease. Outnumbered, the bugbear quickly each of these heads.
drops its mop and rushes back to get the other
bugbears in area 44. All of the heads bear a curse. If a humanoid
places one of the carnival heads over their own, it
38—Demonic becomes stuck and can’t be removed except by a
remove curse spell or similar magic.
Carnival Props. The first time the characters enter
this chamber, they come face to face with a small Additionally, each head has a secondary effect
horde of demons. Fortunately, it doesn’t take which affects the target until the head is removed,
them long to realize that they’re not real, but life- as shown in the Carnival Heads table.
sized marionettes fashioned from wood and cloth.
Locked Door. The doors to areas 41 and 43 are
39—Spores locked, the former with an arcane lock (see
Fungus. Mold, mushrooms, and moss covers the below).
entirety of this room. Spores fill the air. The first
time a creature enters this room and each time it 41—Sycamore
starts its turn in here, it must make a DC 15 Locked Door. The door to this room is arcane
Constitution saving throw or take 11 (2d10) locked. Increase the DC made to pick the lock or
poison damage and become poisoned for 1 shove open the door by 10.
minute. While poisoned in this way, the creature
takes 5 (1d10) poison damage at the start of each Magic Tree. A pale, old tree grows at the center of
of its turns. The creature can repeat the saving this room. It lacks its leaves and appears to be
throw at the end of each of its turns, ending the dead. However, as soon as the characters come
effect on itself on a successful save. The semi- into the room, it starts to speak. The ������
sentient fungi here is immune to the spores. identifies itself as Sycamore. Sycamore is blind
and can’t move. The tree claims that a night hag
Sentient Fungi. There are six ������ ����� and once lived here and imprisoned him. She used his
four ��������� in this chamber. The shriekers bark to craft magical items used in carnivals and
are loud enough to alert the �������� in area parades in the metropolis. Sycamore doesn’t
44. know what happened to the witch, but hopes that
the characters will either help him return to the
Treasure Stash. The bugbears keep their treasure surface where he can once more see the light of
hoard in this room, using the fungus-protection day, or put an end to his suffering.
suit hanging in area 44 to protect them from the
spores. The stash consists of only copper, with 42—Slime
thirty sacks of 1,000 cp each.
Slimy Curse. Puddles of ooze gather on the floor of
40—Python this chamber. A ������� with a large cursed
carnival mask (similar to those found in area 40)
The Python. A humongous carnival float resembling resembling a gelatinous cube lies on a bedroll
a gigantic snake dominates the majority of this against the eastern wall. Its hair has fallen out and
room. Age has not been kind to it—it’s dry-rotten, its skin has started to become translucent,
crumbling, and covered in mildew. revealing its musculature and organs. The
bugbear has lost its will to live and only wants to
Bugbears Next Door. Unless the characters have be left alone.
already encountered them, the �������� are still
in area 44 arguing with each other in Goblin about Cursed Head. The gelatinous cube carnival mask
the spilled grease at the dock (see area 37). The worn by the bugbear is cursed. While cursed in
door to 44 is wide open and the bugbears are this way, the target’s hair falls out and its skin
visible and audible. If the characters are becomes translucent. It has disadvantage on
particularly loud while moving through this area, Charisma checks made to interact with other
the bugbears hear them and prepare for an humanoids.
ambush.
Jeweled Saber. The bugbear wears a handsome
Carnival Heads. Large, 5-foot diameter wooden scimitar on its hip. This mastercrafted weapon
carnival heads fill the remainder of the room.

Section D2 11
Carnival Heads
Description Curse
When a creature that the target can see within 30
feet of it takes damage, the target must make a DC
The Grinning Jester: A wide-smiling face painted in a 15 Wisdom saving throw. On a failed saving throw,
patchwork of vibrant purples and golds, with the target erupts into a fit of laughter for 1 minute.
exaggerated, arching eyebrows and a large, floppy While laughing, the target falls prone and is
jester's hat adorned with bells at each tip. incapacitated. The target can repeat its saving throw
at the end of each of its turns, ending the effect on
itself with a success.
When a creature that the target can see within 30
The Weeping Widow: A sorrowful visage with tears feet of it dies, the target must make a DC 15
carved to appear like they're perpetually streaming Wisdom saving throw. On a failed saving throw, the
down her cheeks, painted in shades of blue and target becomes paralyzed for 1 minute. The target
silver, crowned by a delicate, lace veil. can repeat its saving throw at the end of each of its
turns, ending the effect on itself with a success.
The Laughing Sun: A radiant, golden face with rays
extending outwards, eyes closed in mirth, and a The target has disadvantage on Wisdom saving
wide, infectious laugh painted across its wooden throws at night.
lips.
The Brooding Moon: Crafted in shimmering silvers
and whites, this head features a contemplative The target has disadvantage on Wisdom saving
crescent moon with starry eyes and a thin, pensive throws during the day.
mouth.
Whenever the target takes damage, the target must
make a DC 15 Wisdom saving throw. On a failed
save, the target’s Intelligence score becomes 3, its
Charisma score becomes 5, and its alignment
The Fierce Beast: A snarling, wild creature with
changes to unaligned. Its personality becomes like
extended wooden fangs, tufted fur details, and
that of a wild beast.The creature can’t cast spells,
piercing red eyes, representing some mythical
activate magic items, understand language, or
creature of carnival lore.
communicate in any intelligible way. The creature
can, however, identify its friends, follow them, and
even protect them. The target reverts to normal after
the curse ends.

12 Undercity
Carnival Heads (Continued)
Description Curse
The Stoic Knight: A helm-clad head, decorated with The creature’s alignment changes to lawful good.
detailed chainmail and a tall, feathered plume, Any time it witnesses injustice or it sees a creature
showcasing a noble, determined face beneath the within 30 feet of it harm another creature in any way,
protective gear. the target must intervene.
The Mermaid's Dream: An ethereal female face with
The target can breathe air and water, but it needs to
aquatic hues, adorned with carved seashells, pearls,
be submerged at least once every 4 hours to avoid
and flowing wooden hair that appears as waves
suffocating.
cascading downward.
The Twisted Tree: Evoking the spirit of an ancient,
gnarled tree, this head is replete with wooden bark The target’s movement speed is reduced by 10 feet
textures, leafy eyebrows, and moss-covered cheeks, (to a minimum of 5 feet).
an ode to nature's carnival spirit.
The Puzzled Mime: A stark, white-painted face with
black tear-drop details under each eye, a striped The target cannot speak, and cannot cast spells with
beret atop, and an expression of whimsical verbal components.
confusion.
The Cackling Witch: With a long, hooked nose, warty
wooden skin, and a wide-brimmed hat, this head is The target has disadvantage on Wisdom,
painted in deep greens and blacks, capturing the Intelligence, and Charisma saving throws.
quintessential wickedness of witchy lore.
The Starry-Eyed Dreamer: A serene face painted in
night sky blues, dotted with tiny, twinkling stars, and The target has disadvantage on all Wisdom
crescent moon-shaped eyes looking upward in (Perception) and Intelligence (Investigation) checks.
wonder.
The target can’t regain hit points, not even by
magical means. If the target’s hit points are reduced
to 0, the target explodes. Each creature within 20
feet of the exploding target must make a DC 15
The Fiery Phoenix: A vibrant, red-orange face with
Dexterity saving throw, taking 27 (6d8) fire damage
flames extending upwards, eyes shaped like rising
on a failed saving throw, or half as much damage on
suns, and a beak-like mouth, symbolizing rebirth and
a successful one. The mask is unaffected by the
the fiery dance of the carnival spirit.
explosion. 1d4 days after the target explodes, it is
reborn as an infant inside the mask. The target then
grows at a rapid rate, returning to its original form
1d4 hours after its rebirth.

Section D2 13
 belonged to a metropolis noble and is worth 300 A Penny Saved. This room has been set up as the
gp. bugbears’ base of operations. Small tents,
campfires, and trinkets stolen from topside heists
43—Smores clutter the area. The floor is covered in literally
thousands of copper pieces, stolen from places all
Locked Door. The door to this chamber is locked. over the city. If the characters take the time to
Scratching and moaning can be heard from the collect all the copper pieces, they find 25,000 cp.
other side, area 40.
Concealed Passage. Unbeknownst to the
Burned Zombies. As soon as the door to this bugbears, there is a hidden passage in the
chamber opens, ten ������� with charred flesh western wall that leads to area 45.
flood out and attack. Despite the zombies’ ruined
flesh, they all wear brightly colored carnival Fungus Safety Suit. A crudely made suit consisting
outfits. Their clothing lacks burns, suggesting that of random bits of clothing, armor, and dried tar
someone put the outfits on them after they were hangs on a hook near the door to area 41. This
raised from the dead. suit grants the wearer immunity to the spores in
area 39.
Dead Noble. There is a tenth corpse in the room.
Although the corpse appears to have been dead
for years, its clothing and condition suggest that it 45—Jello
wasn’t one of the zombies in this room, but was Throne of Bones. A throne made of humanoid
instead trapped in the room with them and beaten spines and skulls dominates the center of this
to death. The noble carries a coin purse with 10 room.
pp, 25 gp, and 50 sp, as well as a silver necklace
worth 60 gp. If a speak with dead spell is cast on Macabre Scene. Blood stains cover nearly every
the body, the dead woman reveals that she once surface and the entire area reeks of sulfur and
organized the carnivals in town with a woman bile.
named Lysandra Nocturne. Lysandra betrayed
the noble woman and locked her in this room with True Evil. The room is despicably evil. If a humanoid
the zombies. spends 1 hour in this room, it must succeed on a
DC 14 Wisdom saving throw. On a failed saving
44—Wax throw, the creature becomes cursed. While
cursed in this way, a ����� ��� (not necessarily
Bugbears. Unless the characters have encountered the original inhabitant of this throne room) knows
them already, six �������� are here. They the direction and distance to the target as long as
argue over the spilled grease in area 37, none of the two of them are on the same plane of
them wanting to clean the mess. If the bugbears existence. The night hag desires nothing more
hear the characters coming, they grab their than to affect the cursed creature with its
javelins and hide. They then use hit-and-run Nightmare Haunting feature. The night hag
tactics to divide and conquer. The bugbears are continues to pursue the target even after the
tough, but won’t fight until the death. They easily curse is removed—it just doesn’t automatically
surrender if any of them become gravely injured. know the distance and direction to the target. Ω
Furthermore, they hope that one of the characters
can help them remove the curse on their cousin,
the bugbear in area 42.

14 Undercity
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6.Notice of License Copyright: You must update the
B eneath the sprawling metropolis lies
Undercity, a labyrinthine complex of ancient
chambers, twisting corridors, and decrepit
architecture that tells tales of forgotten civilizations.
A mixture of rotting wood, rusted iron, and age-worn
Locked and Barred Doors: Many of the doors
feature crude iron locks. A locked door requires a
successful DC 15 Dexterity check using proficiency
in thieves’ tools to unlock, or a successful DC 20
Strength (Athletics) check to break open. Barred
stone constitutes the bulk of its construction, with doors cannot be picked, and only forced open. A
claustrophobic passages opening into grand halls door has AC 15, 18 hit points, and immunity to
supported by intricately carved columns. Hidden poison and psychic damage.
waterways filled with stagnant, murky water snake Arcane Locked Doors. Some of the doors here
through the subterranean maze, while an array of have arcane locks. Increase the DC for the checks
traps and hazards lie in wait for the unwary. made to open these doors by 10.
General Features Secret Doors: Masterfully hidden among the
stonework and wood panels, secret doors await
Unless stated otherwise, this section of the those with a keen eye or magical means to reveal
Undercity has the following features in common. them. Spotting a hidden door requires a successful
Architecture: Undercity boasts a blend of ancient DC 20 Wisdom (Perception) check.
stonework intertwined with later-era wooden Illumination: The majority of Undercity is shrouded
supports, creating a maze-like sprawl of tunnels and in darkness, broken only by the occasional flicker of
chambers beneath the metropolis. The tight phosphorescent fungi or the rare, enchanted
corridors of Undercity are constrained by 7-foot sconce.
ceilings, while its expansive chambers are crowned
by majestic 20-foot vaulted ceilings. Sounds and Smells: The silent labyrinths
occasionally echo with distant water drips and
Columns: Massive, intricately-carved stone unseen creatures, while a potent mix of dampness,
columns grace many chambers, serving both decay, and metallic undertones fills the air.
structural and decorative purposes.
Submerged Tunnels: Certain paths in Undercity
Doors: Most doorways feature deteriorating wood are entirely submerged, forcing adventurers to brave
bound with rusted iron, many warped or partially underwater treks to discover what lies beyond.
unhinged, bearing the tales of time and decay.

Section D2 Random Encounters (1/Hour)

d100 Areas 1–19 Areas 20–24 Areas 25–36 Areas 37–45
1d4 drunk, masked
1–6 1 ������ 1d4 ���� ����� 1d3 �������
������
1d4 adventurers (a
mix of ��������,
7–8 1 ���������� ���� 1 ����� 1 �����
�����, ������, and
��������)
9–10 1 ����� ����� 1d3 ���� bodyguards 1d4 ������ 1d2 ��������
11–12 1d4 ������ �� ���� 1d4 ������ �� ���� 1d4 ������ �� ���� 1d4 ������ �� ����
13–14 1d2 ���������� 1d2 ���������� 1d2 ���������� 1d2 ����������
15–16 2d6 ������� 2d6 ������� 2d6 ������� 2d6 �������
17–29 1d10 ��������� No encounter. 1d6 ���� No encounter
30–00 No encounter.