Shadowfall Cities


Alignment: NG
Population: 50,957
Major Races: fetchlings, wanderers, humans, dwarves, dhampirs
Languages: Shadowspeak, Common

Frequently called the City of Fire and Light, Bastion was established to be a bulwark against the forces of undeath and darkness. Founded by clerics of Bendes and Ular, Dulé, Faranel, Slatchak, and Zyree within the ruins of a sizable fort, the city of Bastion is a sprawling complex of halffinished tenements squeezed between the lavish homes of the priests and other influential members of each faith. While participation in one of the founding beliefs is not required of Bastion’s citizens, it is essential if the individual wants to avoid trouble within the city. Beyond the city wall, life is much easier in the farming villages and outposts for those that are less religiously fervent – that is, until an inquisitor arrives.

The governing body of Bastion is called the Faithful Council, to which each of the five major religions in the city appoints a high-ranking cleric to represent their interests. Although they frequently work out their differences through compromise, each religious faction has used less honest means to accomplish their goals. While the other faiths rely on open methods, however, followers of Slatchak make it a routine habit to blackmail, bribe and threaten to accomplish their desires. When those methods fail, the Church of Daemonic Flame is willing to act on their own, even if it compromises the security of the stronghold.

No stronghold is as serious about expansion as Bastion. Their territory is larger than any within the region, to the point where the defenders are stretched thin. Ruins of buildings are turned into outposts only to be abandoned for another ruin to be fixed up some time later. This situation provides a comfortable and defensible environment for monsters to raid the countryside. While it is the responsibility of the Bastion Defenders to keep such threats at bay, it is public knowledge that the Defenders’ leadership is less concerned about such matters than they are about holding the stronghold’s territory.

Wanderers hold an unusual station in Bastion. Having formerly been celestials that walked away from their deity or were deemed unworthy by their god, wanderers experience more prejudice here than any place else (except for Bloodchain). Whenever trouble arises, however, few would not welcome a wanderer at their side. The Knights of the Kindred Remembrance are based out of Bastion and have been scouring both the stronghold and the surrounding lands for remnants of memories and other knowledge to preserve, defending villagers from danger along the way.


Alignment: CG
Population: 8,124 (plus about 3,000 zombies)
Major Races: fetchlings, zombies, humans, umbral kobolds, dhampirs, wanderers, orcs, half-orcs, hobgoblins, elves, gnomes, drow
Languages: Common, Draconic, Orc, Goblin, Elf, Gnome, Shadowspeak

The newest of the strongholds, Blackbat is less than 100 years old – and it shows its youth through its internal struggles. Even though they rely on each other for mutual defense, the humans, elves, fetchlings and gnomes still chafe at living next to the orcs, hobgoblins and drow. The shared need for self-preservation does not suppress the underlying resentment the races have for each other. The inhabitants of Blackbat spend as much time fighting each other as they do repelling undead hordes.

Blackbat has refined a unique survival technique on Shadowsfall: the citizens catch wandering zombies and put them to work in the nearby mines. Hunters that live in the city’s Darktown district scour the nearby Shivering Forest and seize free-roaming zombies, then sell them to the vampire lords in the Withering Rose district that keep them in the zombie pens until the miners need more zombie workers.

The mined minerals return to Blackbat’s Fireside district and are fashioned into tools, weapons and other needed gear. Not only does this help reduce the local zombie population, but it produces much-needed materials for the fledgling stronghold.

The defenders of Blackbat are constantly playing catchup. Warning outposts and retreat fortifications are nearly non-existent. The defenders tend to learn that one of the stronghold’s villages has been wiped out only when a zombie horde arrives at the city walls, containing zombified villagers within their numbers. Everyone from advisers to Baron Blackbat to the lowliest zombie catcher has a theory as to why these attacks seem to come straight for the city instead of passing harmlessly by. Many of those theories revolve around the Splinter Spawn stronghold’s close proximity.

Other citizens blame a small but highly active deathland nearby, a cult of Orcus bent on the city’s destruction, or a curse placed upon the land by a long-forgotten lich witch.


Alignment: LE
Population: 24,394
Major Races: kytons, humans, fetchlings, tieflings, drow
Languages: Shadowspeak, Common

The stronghold of Eskendra would have fallen before the endless waves of undead minions led by the nightshades had the city not been rescued by the kytons. The citizens soon discovered that their “rescuers” had plans to bring them endless pain and torment from which they can never escape.

Today, the city of Bloodchain is all that remains – and its lost name of Eskendra is only uttered in screams by those few mortals who resist their sadistic masters. About three hundred years ago, a group of kytons migrated to the southern peninsula looking for fresh lives to sate their desire for screams. After subjugating the populace of Eskendra, they began working outward, conquering more territory. Their stronghold, however, is the one place they control without fear of intervention by heroic saviors turning their slaves’ orgasmic shrieks into death wails.

Mortals that fail to see the pleasure in pain serve only to feed the insatiable kyton hunger. It is these cries that keep the resistance alive in the city, preventing many that have escaped their chains from fleeing the stronghold. Instead this loose alliance of freedom fighters, based in hidden regions of the mountains and sections of the city ruins not yet perverted by the kytons’ sadomasochistic designs, tirelessly works to bring an end to the slavery of their brethren. Many in this resistance effort abhor active cooperation with one another, feeling this will make them more like their former masters. Instead many prefer to work solo, yet will accept gifts and borrowed items, hoping to improve their own odds against the kytons. A handful of escapees have called for a unified effort, but few have yet to join together.

The Abbey of the Blessed Screams is the largest monastery on the southern peninsula and is located within the Bloodchain stronghold, about fifty miles west of the city. The Abbey’s mission is to achieve self-perfection through the power of agony. They believe that pain is the purest form of feeling alive. Monks that are trained here travel the Outlands looking for creatures that will find pleasure in torment and liberate the landscape of the undead menace.

Gear’s Gate

Alignment: CN
Population: 35,132
Major Races: fetchlings, umbral kobolds, wanderers, dwarves, drow
Languages: Shadowspeak, Common, Draconic

The oldest of the remaining strongholds, Gear’s Gate is a magical wonder. Over a thousand years ago, Shadowsfall absorbed this city and all the magic within. The relatively secure lifestyle of Gear’s Gate’s residents is due to their immense cache of artifacts and magic items. More than a dozen houses are charged with controlling, maintaining and protecting these wonders. The most powerful of these is House Sarvenva. They maintain the Eldritch Projector which provides power to all the stronghold’s guardians for 100 miles. Daily life in this stronghold relies heavily on the Eldritch Projector. This dependence upon the projector and the exclusive expertise in maintaining it has allowed Sarvenva to maneuver their way into ruling the city. Other houses specialize in food production, water purification, mining, magical transit, and coordinating security. Fighting between the houses typically results in food production delays, monsters penetrating deep into the stronghold’s territory, and rampant disease. Rumors also persist of violent skirmishes between the houses well outside the city walls.

Significant resentment against the arcanocracy exists among those without connections. Grumblings about how the people would be better off without the ruling families continue to grow as the houses fail to live up to their charge of providing for the people. Talk of revolt continues in the taverns in the city and around the surrounding villages. Aside from farming, more people work in or for the Gear’s Gate military than they do in any other occupation. While relatively few serve in the military itself, many others work in the houses’ businesses – maintaining the guardians, brewing alchemical reagents or healing potions, and crafting weapons and armor. Battles with undead hordes or other monsters are an almost daily occurrence along the edge of the stronghold’s territory. A few of the field captains suspect that something intelligent enough to stay out of the guardians’ reach is behind these attacks.


Alignment: N
Population: 3,286 (plus an unknown number of golems)
Major Races: golems, fetchlings, drow, humans, elves
Languages: Shadowspeak, Common, Elven, Aklo

The stronghold of Aldmech was once the most protected region on the southern peninsula. They relied on their expertise in golem creation to keep the region secure. That changed almost two hundred years ago when the golems rose up and slew every living creature within the city’s borders. None that live today know why this happened, but tales of the massacre in the old stronghold continue to this day. The region is as free from undead today as it has been for the past several hundred years. Yet the lifeless city still stands as a memorial to that once great stronghold.

Today the stronghold of Kingsgrave, as it is now known, is as dangerous for the living as any wild region of Shadowsfall. The golems that patrol the city’s surrounding area will destroy any living or undead creature on sight. The danger to living creatures is no less ever-present than in the Outlands; however, the potential to find food and treasure in Kingsgrave is great. All that is required is for someone to sneak into the golem-protected city, grab some food from the magical trees in the King’s orchard, and escape without being spotted. Stealing food in this manner is considered a rite of passage among the people that live around the city; the populace here believes that anyone that cannot acquire their own food is a hindrance to their society.

The greatest magical treasure in the city is an enormous artifact known as the Spire of Aldmech. It produces constructs of varying designs and levels of complexity, from simple wood and metal golems to complex alchemical, clockwork or cannon golems. Many scholars wonder if the artifact is intelligent. There is ample evidence to indicate this is the case, considering the golems’ ever-increasing complexity, but none are willing to test the artifact’s intelligence by attempting to take control of it, risking their own life or sanity in the process.

With few undead around to interrupt their tutelage, the Greys use Kingsgrave as a training ground for initiates. Here they hone their ability to move silently, strike from hidden locations, and offer fighting retreats. The few undead that make it past the golems are typically severely weakened and easy for a Grey initiate to defeat in single combat.


Alignment: N
Population: 22,776
Major Races: undead, fetchlings, umbral kobolds, wayang, fey, dhampirs, wanderers
Languages: Shadowspeak, Common, Aklo, Draconic, Sylvan

The Outlands consist of all the spaces in between the strongholds. Even though it is not a stronghold and the regions differ wildly in geography, demographics and styles of protecting one’s self, many across the Outlands share many similarities. Refugees and villagers are accustomed to moving swiftly on short notice. Few villages stay in one place for long. Most people that live in the Outlands are tribal and stay within a certain territory. Those that seldom move around make deals with more powerful groups such as vampires, orc tribes, and duplicitous fey. Many live to regret these bargains. Sometimes even the great-grandchildren of Outlanders who have made such agreements continue to suffer under their cruel terms.

Life in the Outlands is incredibly harsh. Those with more weapons and resources routinely steal from and otherwise take advantage of those without similar material protections. The life of an adventurer in the Outlands is typically very eventful and painfully short. The rare few that survive become great heroes, and their stories are told far and wide. These heroes are as varied in their races and abilities as they are in their styles. Some prefer stealth, choosing to fight only when absolutely necessary; others prefer a more direct and brutal approach.

Besides the many dangers of this untamed region, the Outlands are home to uncounted treasure troves of gold, gems, and adjusted magic items. Many an adventurer has set out from a stronghold seeking ruins that are rumored to lie abandoned in the shifting darkness. Few are ever seen or heard from again. Those that do return come back with wild tales to tell, or with pockets lined with riches and magic items marred with unpredictable quirks. Stories of those that returned continue to fuel the romantic vision that many a stronghold-dweller finds so alluring about the Outlands.

Splinter Spawn

Alignment: NE
Population: 1,856,739
Major Races: zombies, skeletons, wights, ghouls, ghasts, vampires, dhampir, wayang
Languages: Shadowspeak, Aklo, Draconic, Common,Wayang

Spanning the largest deathland on the southern peninsula, Splinter Spawn is home to countless undead. The natural portal to the Plane of Negative Energy at the center of the deathland spawns these undead abominations from the countless forgotten creatures absorbed by Shadowsfall over the centuries. Intelligent undead, evil clerics and necromancers find whole armies ready for them to command.

The very ground is cursed such that any plant that does not subsist on negative energy cannot survive here. Having absorbed so much negative energy over the centuries, the region permeates death and decay. The necropolis of Splinter Spawn is home to every kind of undead creature imaginable. This city of graves is mostly composed of rubble and is infested with mindless zombies and skeletons. They wander these ruins looking for living creatures to feast upon, their hunger never sated. Many are controlled by vampires, liches, and clerics of unholy deities looking to turn the living into such unthinking creations. The living clerics that lead these creatures typically possess the death domain and seek to become undead themselves.

Since many unholy armies are raised and battle plans are formed in this inhospitable land, any intelligence coming out of this stronghold is incredibly valuable. Dhampirs and wayang live throughout Splinter Spawn, serving as spies for the living strongholds. Others with powerful spells, magic items or artifacts that can resist the burst of negative energy characteristic of any deathland come to seek out a force’s weakness and disrupt their plans. Those who charge forward foolishly and unprepared into this land of death will leave a walking corpse. Those with a carefully laid plan tend to leave alive, if nearly dead. To date, no invasion by the living has stopped the growth of this expansive deathland, much less reversed it. A few attempts have slowed its expansion, but those expeditions have always come at an extraordinarily high cost.

Vole’s Deep

Alignment: CE
Population: 12,738
Major Races: duergar, fetchlings, dwarves, humans, drow, umbral kobolds, ratfolk, orcs
Languages: Dwarven, Shadowspeak, Undercommon, Common, Draconic, Elven, Orc

Built in the ruins of a once-great dwarven city, Vole’s Deep was once considered the most protected stronghold in the entire Southern Peninsula. That was before the farmland around the city shifted away from the stronghold, leaving the city inhabitants desperate for food. Ten years later, the land around the city has changed from blooming mushroom fields to pillaged landscape. The few remaining fields that are lush with food are well-guarded by powerful fey or are surrounded by shadows. This does little to deter hungry citizens from attempting to steal or bargain for food. Few that steal do so successfully, and those who attempt to bargain with fey usually procure an exceedingly steep price that seldom involves gold.

Deep within the city itself, anarchy and self-preservation now rule. Nine out of ten that once lived in this once-bristling city have either died from starvation, succumbed to disease, been stabbed for a meager morsel of food or simply fled the city, seeking out friendlier territory elsewhere. Those that remain are some of the most cutthroat, diehard individuals in Shadowsfall. The governing council, long since dissolved, has been replaced with a number of warlords. These warlords pay anyone daring enough to brave the local Outlands to bring food back to the city – and they will pay even more handsomely for stealing food from another warlord.

Adventurers that get caught are quickly disavowed by the warlord that sent them, fearful of the potential backlash. More and more undead have been coming up from the abandoned caves beneath the city. Rumors persist explaining these occurrences. Some believe this is the work of an evil cleric setting himself up as a warlord, raising the bodies of fallen citizens to secure his power base. Others fear that all the death the city has endured over the past decade has caused a deathland to form underneath their feet. Some even say that these are just mad followers of Andraste, disguising themselves as undead to cover their cannibalism. Few know for sure, but many hope the source is stopped before whatever is causing these attacks gains any more power.

Faith in Shadowsfall is all about survival. A person’s chosen beliefs tells much about that individual’s view of how best to survive against the threats of the Shadow Plane. While many citizens of Shadowsfall venerate all deities to some degree, most will still consider themselves a worshipper of a single deity above all others.

Shadowfall Cities

Carrion Crown: Kyle's ktle1985