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CREDITS

Lead Designers: Justice Arman, M.T. Black, Cordell, Bruce R., Ed Greenwood, and Chris Sims.
Anthony Joyce Forgotten Realms Campaign Guide. 2008.

Designers: Celeste Conowitch, Jeremy Forbing, Donovan, Dale. Villains’ Lorebook. 1998.
Sadie Lowry, Noah Grand, Ed Greenwood, Greenwood, Ed. Ed Greenwood Presents Elminster’s
Brittney Hay, Gabriel Hicks, Amber Litke,
Jessica Marcrum, Kienna Shaw Forgotten Realms. 2012.
Greenwood, Ed. Volo’s Guide to the Sword
Editor: Laura Hirsbrunner
Coast. 1994.
Art Direction & Graphic Design: Gordon McAlpin Greenwood, Ed, Deborah Christian, Michael Stack-
Cover Art: Jack Kaiser
Interior Art: DMs Guild Creator Resources, pole, Jennell Jacquays, Steve Perrin, Vince Garcia,
and Jean Rabe. Lords of Darkness. 1988.
Matt Forsyth, Wren Hunter (Freehand Greenwood, Ed, and Jeff Grubb. Forgotten Realms
Transmute), Forrest Imel, Dusan Kostic, Campaign Set. 1987.
Tithi Luadthong (grandfailure), Quico Vicens Greenwood, Ed, Rob Heinsoo, Sean K. Reynolds,
Picatto, Dean Spencer and Skip Williams. Forgotten Realms Campaign
Cartography: Marco Bernardini Setting. 2001.
Melka, Kevin, and John Terra. Ruins of Zhentil
Creative Consultant: Ed Greenwood Keep. 1995.
Sensitivity Reader: J. Tyler Palermo
The following Dungeon Masters Guild Community
Special Thanks to: Ed Greenwood, Bryan Holmes, Content provided material and inspiration:
Samantha Cubbage, DreadClericWesley, Hiten
Dave, David Solon Phillips Black, M.T. Mordenkainen’s Tome of Marvelous
Magic. 2019.
Playtesters: Andrew Welker, Chris Reynolds,
Samantha Cubbage, Troy Sandlin, Rami Black, M.T., and Celeste Conowitch, Mordenkain-
Lyytikäinen, Jillian Zaski en’s Tome of Marvelous Magic II. 2020.

The following D&D books and articles provided Doyle, Will, and Lysa Penrose. Rats of Water-
material and inspiration: deep. 2018.

Boyd, Eric L., Shawn K. Reynolds, and Steven Forbing, Jeremy, Scott Bean, M.T. Black, and Heath
E. Schend. Cloak and Dagger. 2000. Harris. Elminster’s Guide to Magic. 2017.

Carl, Jason, and Sean K. Reynolds. Lords of Forbing, Jeremy. Heroes of the Realms. 2020.
Darkness. 2001.
On the Cover
Cook, David, Jeff Grubb, and Bruce Nesmith.
Castles. 1990. Illustrator Jack Kaiser depicts Darkhold coming
under magical attack. The Pereghost defends the
Cook, Monte, and Bruce R. Cordell. Book of Vile mighty stronghold, supported by Manshoon and
Darkness. 2002. several wyverns.

Disclaimer: The Zhentarim take no responsibility for any larceny, extortion, bribery, espionage,
smuggling, fraud, arson, kidnapping, or assassinations that might occur in your region.
We don’t do that sort of stuff anymore. Honest.



Some artwork © 2015–2020 Dean Spencer, used with permission. All rights reserved.
Dungeons & Dragons, D&D, Wizards of the Coast, Forgotten Realms, Ravenloft, Eberron, the dragon ampersand, Ravnica and all other Wizards
of the Coast product names, and their respective logos are trademarks of Wizards of the Coast in the USA and other countries. This work contains
material that is copyright Wizards of the Coast and/or other authors. Such material is used with permission under the Community Content Agree-
ment for Dungeon Masters Guild. All other original material in this work is copyright 2020 by Justice Arman, M.T. Black, and Anthony Joyce and
published under the Community Content Agreement for Dungeon Masters Guild.

2



FOREWORD

Some secrets are worth guarding with your life.
As you’d expect from its name, Darkhold: Secrets
of the Zhentarim spills precious secrets about
the Black Network and its leaders, verified by the creator
of the Forgotten Realms himself, Ed Greenwood. Take a
look under the chalk-white helm of the mysterious Pereg-
host and his tragic backstory. Learn the whereabouts
of Manshoon the Manyfaced and his seemingly endless
roster of sleeping clones. Explore the history of an organi-
zation founded on stealth, manipulation, and betrayal—the
personification of cloak and dagger.

In this supplement, we’ve taken the opportunity to cor-
rect a few historical issues, most notably in the portrayal
of one of the Zhentarim’s female leaders, Ashemmi. It
became clear during our research that Ashemmi embod-
ied several harmful tropes. One of our talented designers,
Sadie Lowry, has done a fantastic job of rewriting Ash-
emmi’s story, granting her the agency and authority she
deserves. Similarly, while the Zhentarim is an evil orga-
nization which participates in illegal activities, you won’t
find any representations of slavery or substance abuse in
this product. We hope you will approach these changes
with an open mind as we seek to tell stories that welcome
everyone to the table.

Just as we did with Elminster’s Candlekeep Companion,
we’ve packed this book with useful information, options,
and tools to enhance your game, such as an entire chapter
devoted to playing and DMing evil campaigns. Looking
back on the product now, we could not be more excited
by what this supplement has to offer. Darkhold: Secrets
of the Zhentarim is a great companion to any adventure
featuring thieves’ guilds and crime syndicates, and it’s
an indispensable resource for campaigns that feature
the Black Network.

Justice Arman
M.T. Black
Anthony Joyce

TABLE OF CONTENTS

Chapter 1: Character Options. . . . . . . . . . . . . . . . . . . . . 4
Map of Sunset Vale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Using This Book . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Five Things to Know about the Zhentarim. . . . . . . . . . . . . . 7
Chapter 1: Character Options. . . . . . . . . . . . . . . . . . . . . 9
Criminal Contacts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Subclasses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Feats. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Chapter 2: The Zhentarim. . . . . . . . . . . . . . . . . . . . . . . . . 17
History of the Zhentarim. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Hierarchy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Thieves’ Cant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Chapter 3: Sunset Vale. . . . . . . . . . . . . . . . . . . . . . . . . . 40
Climate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Settlements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Commerce. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Factions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Places. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Map of Darkhold Castle. . . . . . . . . . . . . . . . . . . . . . . . . 50
Chapter 4: Darkhold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
History of Darkhold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Darkhold Vale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Darkhold Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Darkhold Castle. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Chapter 5: Evil Characters and Campaigns. . . . . . . 64
Consent and Safety at Your Table. . . . . . . . . . . . . . . . . . . . 64
Playing an Evil Character . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Running Evil Campaigns. . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Chapter 6: Magic Items and Spells. . . . . . . . . . . . . . . 73
Magic Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Spells. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Chapter 7: Rogue’s Gallery. . . . . . . . . . . . . . . . . . . . . . 86
Zhentarim Dossier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Denizens of Darkhold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Zhentarim Techniques. . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

6 Map of Sunset Vale

INTRODUCTION

A loose affiliation of merchants, mer- Chapter 4 details the infamous fortress of
cenaries, and malefactors” is how Darkhold itself, delving into its history and
one scholar described the Zhen- examining its present-day operations.
tarim, while another more bluntly called them
“a cadre of thieves, assassins, and evil wizards.” Chapter 5 discusses running evil campaigns
For over two centuries, this unscrupulous net- and playing evil characters. This guide provides
work has been expanding its influence through- information to enhance character motivation,
out Faerûn. Known as “the Black Network” to group cohesion, use evil archetypes, and imple-
outsiders, those within consider themselves ment redeeming characteristics.
part of an extended family that affords them
immense opportunities and generously rewards Chapter 6 includes new magic items and
ability and ambition. The great stronghold of spells inspired by the Black Network.
the Zhentarim is called Darkhold, a high-spired
keep of black stone built to gigantic proportions. Chapter 7 presents new monsters and NPCs
There are few places in Faerûn with a more associated with the Zhentarim.
infamous reputation.
Zhentarim Naming Conventions
The Zhentarim have a seemingly endless This supplement uses several iterations of
appetite for adventurers. While many serve as Zhent-themed words. “Zhentarim” can either
mercenaries, guards, and treasure hunters, oth- refer to the organization or its members col-
ers undertake more nefarious activities, such lectively. “Zhentish” refers to natives of Zhentil
as theft, espionage, and assassination. Success Keep and their descendants (now mainly refu-
can lead to remarkable wealth and access to gees living in Mulmaster, Ylraphon, and other
the Black Network’s staggering resources, settlements in the Moonsea region), while the
while the consequences of failure are best not term “Zhent” can be used interchangeably to
dwelt upon. refer to Zhentarim members and persons of
Zhentish heritage.
Welcome to the family…
Five Things to Know
Using This Book about the Zhentarim

This book, when used with the Player’s Hand- Here are five quick things everyone needs to
book, contains everything you need to run your know about the Zhentarim.
own D&D campaign based around the Zhen-
tarim and Darkhold. Three Tenets

Chapter 1 contains player options for Zhen- The goal of the Zhentarim and its members is
tarim-affiliated characters, including guidance to amass wealth, power, and influence. There
for creating a criminal contact, new subclasses, are three beliefs that every Zhentarim lives by:
and a new feat.
1. The Zhentarim is your family. You watch out
Chapter 2 gives a broad overview of the for it, and it watches out for you.
Zhentarim, including its history, organiza-
tion, and operations. It also details rules for 2. You are the master of your own destiny.
hiring Zhent mercenaries, Black Network Never be less than you deserve to be.
faction perks, and a fun system for roleplaying
thieves’ cant. 3. Everything has a price.

Chapter 3 describes Sunset Vale, the region A Grim Past
adjacent to Darkhold, including its land, settle-
ments, economics, and politics. Named after Zhentar, an ambitious and mur-
derous wizard, the Zhentarim’s history is one
of manipulation, backstabbing, and betrayal.

Introduction 7

The Black Network has been irrevocably tied without his chalk-white plate armor and skull
to Bane since its creation. For over 200 years, helm, in battle he wields a magic sword called
it’s been a magnet for power-hungry priests, Determination and rides a heavy warhorse with
miscreants, and mages. a winged saddle.

Under New Management Changing Reputation

The Zhentarim was founded by the evil arch- Over the past century, the Pereghost has imple-
mage Manshoon with assistance from a Banite mented some changes to the Zhentarim and
cleric named Fzoul Chembryl, but the network improved its reputation significantly, position-
has undergone several leadership changes over ing it as a mercenary company specializing
time. Today, the High Lord of the Zhentarim is in trade. However, wiser folk in Faerûn know
a man known only as the Pereghost, an enig- better than to trust the Black Network, which
matic warrior who emerged as leader during a still contains its share of thieves, brigands, and
perilous time for the organization. Rarely seen assassins participating in all manner of illicit
activities on behalf of the family.

Mighty Stronghold

Nearly two centuries ago, the Zhentarim
conquered Darkhold, a giant-sized fortress in
the Sunset Mountains built in ancient times
by a powerful sorcerer. Following the destruc-
tion of Zhentil Keep and the Citadel of the
Raven, Darkhold is the sole remaining Zhen-
tarim stronghold and serves as the network’s
headquarters.

The Zhentarim and Its Heraldry Introduction
Other Names: The Black Network
Members: Approximately 10,000
Leadership: The Pereghost, formerly Fzoul

Chembryl, founded by Manshoon
Activities: Trade, warehousing, investment,

mercenary hire, smuggling, extortion, espio-
nage, assassination
Military Force: Approximately 1,000 soldiers
Internal Factions: Black Cloaks, Sable Accord,
Shadow Knights, Umberwatch
Religions: Bane, Cyric

The symbol of the Zhentarim displays a
winged viper diving towards a disk. Some
say the disk represents wealth, while others
argue it represents anything that stands in
the way of the Black Network. Regardless of
the symbolism, one thing is clear: it’s well
within the serpent’s reach.

8

CHAPTER 1

CHARACTER OPTIONS

The Pereghost approached the sections to breathe life into this feature. Alter-
struggling recruit, his metal boots leaving wide tracks natively, at your DM’s discretion, your character
in the mud on the training field. may earn a criminal contact over the course of
your adventures, perhaps by joining a disrep-
“There’s a reason you struggle, young fang,” echoed his utable organization or committing a crime on
low voice from beneath the chalk-white skull-plated helm. behalf of a thieves’ guild or syndicate.
“Your swings are dispassionate, your footing clumsy, your
guard hollow. You’re missing something.” Specialty

“Do you know what you lack?” he asked, his breath Every criminal has a specialty. Though your
emanating from his faceplate like an eerie fog on a contact might mask their illicit activities under
cool morning. the guise of a legitimate business, you know
their true expertise. Your criminal contact could
“Character.” be someone you regularly do business with,
He drew his sword. such as a thief selling their plunder to a fence.
“But I can teach it to you.” Or perhaps your contact is a rival with which
you share a specialty, such as a pair of assas-
A sins who crossed blades in the past. You can
s a mercenary company (among use the Contact Specialty table to determine
other things), the Zhentarim what your contact does best.
employs sellswords, assassins, and
opportunistic mages. Zhents often have flex- Contact Specialty
ible morality, which serves them well in their
pursuit of wealth, power, and influence. This d8 Specialty
chapter presents new player options inspired
by the Zhentarim, including criminal contacts, 1 Assassin. When someone delivers a name to
subclasses, and feats. While these options are your contact, it may as well be engraved on a
thematically appropriate for characters in the tombstone.
Black Network, they are designed such that any
character can use them, regardless of setting 2 Burglar. Your contact has mastered the art of
or affiliation. breaking and entering.

Criminal Contacts 3 Fence. Your contact is an expert in dealing
with stolen goods and throwing off the heat.
Throughout your adventures, your character
is likely to come across a criminal or two—you 4 Fabricator. Ah, good old white-collar crime!
might even be one yourself! Though some Your contact has an eye for detail and a
lawbreakers are sure to oppose you and your collection of inks that would make a notary’s
party members during your adventuring career, head spin.
others may prove to be valuable allies. If you’re
willing to get your hands dirty, an alliance with 5 Smuggler. Your contact knows how to get
a criminal contact pays for itself in the form of contraband in and out of a location without
information, influence, and specialized services. tipping off the Watch or their hounds.

If you choose the criminal background in the 6 Spy. It pays to listen. Your contact is a people
Player’s Handbook during character creation, person who can blend into any crowd.
your background feature grants you a reliable
criminal contact. You can use the following 7 Sweeper. Committing a crime is easy—the
hard part is getting away with it! Your con-
tact makes the evidence disappear.

8 Ruffian. Every once in a while, someone
doesn’t hold up their part of the bargain.
Your contact is the enforcer comes knocking.

Chapter 1: Character Options 9

Favors Method of Contact

At your DM’s discretion, you can call on your d8 Method
criminal contact for assistance in time of need.
The type of aid depends on your criminal con- 1 Coded note delivered by a familiar
tact’s specialty. For example, a forger may be
able to fabricate a search warrant for a charac- 2 Informal meetings in lowly dives
ter disguised as the local Watch, whereas an
experienced smuggler might be able to sneak 3 Visitation hours at the local prison
your party past an enemy checkpoint.
4 Verbal message delivered by proxy, such as a
Relationship thug or street urchin

Consider the nature of your relationship with 5 Magic, such as the sending spell or a series
your criminal contact. Perhaps they took you of magic mouths
under their wing early in your career and
continue to mentor you today. Maybe they’re a 6 Dead drops in public places
retired enforcer who left the game after they
lost one too many friends. The Contact Rela- 7 Meeting in the back room of an innocuous
tionship table provides a handful of example cover business
associations.
8 Hand-written letter with an ornate wax seal
Contact Relationship

d8 Relationship

1 I look up to my contact as a mentor.

2 My contact is an old friend. Our business is
usually sprinkled with jovial conversation.

3 I owe my contact a debt.

4 Our business is strictly professional.

5 My contact and I are bound by blood—
maybe our own, maybe someone else’s.

6 I secretly hope to bring my contact to justice.

7 My contact and I are bitter rivals. We
often taunt each other or withhold crucial
information.

8 My contact wronged me long ago but has
since forgotten my face. They’ll remember
my name when I finally have my revenge.

Method of Communication

Every so often, you need to get in touch
with your criminal contact and vice versa,
whether to receive a new lead, advice, or
a warning from someone above your pay
grade. The Method of Communication
table details your criminal contact’s pre-
ferred form of delivering information.

10

Subclasses Strife Domain Spells

This section provides new subclasses for the Cleric Level Spells
cleric, rogue, and sorcerer. These subclasses
are evocative of the Zhentarim and its mem- 1st cause fear XGE, dissonant whispers
bers, making them a natural fit for a character
with strong ties to the Black Network. 3rd crown of madness, darkness

Subclasses Subclass Level Available 5th counterspell, enemies abound XGE
Strife 1st
Class Spellthief 3rd 7th phantasmal killer, sickening
Cleric Beguiler 1st radiance XGE
Rogue
Sorcerer 9th lunar manifestation DH, mystic lash DH

Spell Sources Servant of Discord

These subclasses include spells from several 1st-level Strife feature
sources. Unless specified, a spell is from the
Player’s Handbook. Spells marked with DH can be You gain the cheat DH cantrip if you don’t already
found in chapter 5, “Magic Items and Spells.” know it. In addition, you gain proficiency in one
Spells marked with XGE are from Xanathar’s Guide of the following skills of your choice: Stealth,
to Everything. Insight, or Persuasion.

Cleric: Strife Domain Terror’s Conduit

Colloquially known as the “servants of the 1st-level Strife feature
eclipse” in some parts of Faerûn, Strife clerics
are agents of chaos, fear, and confusion. They You can assault and condemn an attacking
emerged from Darkhold’s shadow under Cyric’s enemy. When a creature within 30 feet of you
watchful eye and set upon their sacred task hits a creature you can see with an attack, you
as great revelators of the weakness of societal can use your reaction to cause the attacking
tethers. These dark disruptors thrive on chaos, creature to make a Wisdom saving throw. On a
on severing the bonds of their foes, and on with- failed save, the creature takes 2d4 psychic dam-
ering away the falsehoods of social structure. age and has disadvantage on the next attack it
A Strife cleric nurtures ambition like a rotting makes before the end of your next turn. On a
root, and with it chokes out everything else that successful save, the creature takes half as much
could stand in its path. Other gods that may damage and does not have disadvantage.
make worshippers of these clerics are Bane,
Beshaba, and Lloth. This feature’s damage increases by 1d4 when
you reach 5th level (3d4), 11th level (4d4), and
Domain Spells 17th level (5d4).

You gain domain spells at the cleric levels listed You can use this feature a number of times
in the Strife Domain Spells table. See the equal to your Wisdom modifier (a minimum of
Divine Domain class feature for how domain once). You regain all expended uses when you
spells work. finish a long rest.

Channel Divinity:
Draining Shadow

2nd-level Strife feature

You can use your Channel Divinity to weaken
your enemies. As an action, you choose one
creature you can see within 60 feet of you. It
must make a Wisdom saving throw against your
spell save DC. On a failed save, you corrupt the
creature’s shadow and turn it against its maker,
causing it to drain the creature for 1 minute.

A drained creature can’t make more than
one melee or ranged attack during its turn,
regardless of its abilities, magic items, or spells
affecting it. If a target fails the saving throw by

Chapter 1: Character Options 11

5 or more, you can also choose for it to be either centered on a point you choose within 120 feet
blinded or deafened. of you. Choose one of the following curses:

An affected creature makes another Wisdom • The creature has vulnerability to the first
saving throw at the end of each of its turns, attack that hits it on each turn. The attack
ending the effect on itself on a success. ignores resistance to the damage types of that
attack and treats immunity to those damage
Knife in the Dark types as resistance.

6th-level Strife feature • The creature has disadvantage on Constitu-
tion saving throws.
You gain the ability to step from one shadow
into another. When you are in dim light or • The creature is blinded and deafened.
darkness, as a bonus action you can magically
teleport up to 60 feet to an unoccupied space Choose up to 6 creatures within the sphere’s
you can see that is also in dim light or dark- area of effect. Each target must succeed on
ness, then choose a creature within 30 feet of a Wisdom saving throw or be affected for
you. That creature has disadvantage on the next 1 minute with the curse you chose. An affected
attack it makes until the end of your next turn creature makes another Wisdom saving throw
as you disorient it with the shifting shadows. at the end of each of its turns, ending the effect
on itself on a success.
You can use this feature a number of times
equal to your Wisdom modifier (a minimum of Once you use this feature, you can’t use
once). You regain all expended uses when you it again until you finish a long rest.
finish a long rest.
Rogue: Spellthief
Potent Spellcasting
Born out of the Black Cloaks, the Zhentarim
8th-level Strife feature has always been a power conduit for ambitious
mages craving personal power. As betrayal
You add your Wisdom modifier to the damage became an everyday part of the organization,
you deal with any cleric cantrip. its members—especially those not versed in
the Art—sought to deter casters who wielded
Black Sun the Weave against them. Little did they know
that the first spellthieves were already honing
17th-level Strife feature their craft. When the demand was right, they
emerged—and named their price.
You are empowered by the full might of the
eclipse and its darkness. As an action, you cre- Spellthieves are bodyguards, arcane assas-
ate a looming black sphere with a 40-foot radius sins, and mageslayers capable of draining magic
and twisting it against their foes. Feared by
Waiving Material Components spellcasters far and wide, spellthieves make
Throughout their adventuring career, a spellthief mages think twice before presenting their focus.
could potentially steal any spell of 5th level or
lower. If they can’t secure the material compo- Steal Spell
nents required by the spell before their next long
rest, however, the spell is wasted. Some of the 3rd-level Spellthief feature
creatures in the Monster Manual have access
to spells with costly material components; for You can siphon spell energy away from your
example, the archmage can cast the scrying spell, target and wield it yourself. When dealing extra
which a player character can’t cast without a damage with Sneak Attack, you can choose
1,000 gp focus. At the DM’s discretion, a spell- to forgo rolling 2 or more of the d6s to steal a
thief can waive such requirements and cast the spell from the target of the attack. The level of
spell regardless—the “rule of cool” approach, or the spell you steal must be less than or equal to
the DM might ensure that the party finds nec- half the number of Sneak Attack dice you forgo
essary components on the corpses of defeated rolling, rounded up. Alternatively, you can use
foes. DMs are encouraged to evaluate this on an action to touch a willing creature and steal a
a spell-by-spell basis, as some spells, such as spell from it without making an attack.
Leomund’s secret chest, don’t quite make sense
without their required material components. Stealing a Spell. You can only steal spells
that a target knows, has prepared, or can cast
12 innately. The target must have remaining spell

Chapter 1: Character Options

slots of that level or higher, or have remain- castings and spell slots of that level or higher,
ing castings of that spell that it has not yet this ability fails and your Sneak Attack dice
expended. For example, if a dryad can innately are still forgone, but the usage of this ability
cast the entangle spell three times per day, and is not lost.
it’s only cast the spell once today, you can steal
that spell from it. You can steal a number of spells equal to
your Charisma modifier (a minimum of once).
If you have previously seen the target cast You regain all expended uses when you finish
a specific spell, you can choose to steal that a long rest.
spell. Otherwise, you steal one spell of the
DM’s choice. Casting a Stolen Spell. After stealing a spell,
you can cast that spell one time before finishing
When you steal a spell, the target expends a long rest, after which the spell energy fades
a spell slot or usage of that spell as if they had away harmlessly. To cast a stolen spell, you
cast it at the level you stole, or at the highest must have the required components. Charisma
level they could cast it at that’s equal to or less is your spellcasting ability for this spell.
than that level. The target can’t cast the stolen
spell again until it finishes a long rest, even if it
has additional castings of that spell remaining.
For example, if you steal the entangle spell from
a dryad, it can’t cast it again until it finishes
a long rest, even if it would otherwise have one
casting remaining.

If you attempt to use this ability on a crea-
ture that can’t cast at least one spell, or
that has already expended all its possible

13

Eye for Magic mouths agape in shock. For others, the beguile-
ment runs through their blood.
3rd-level Spellthief feature
Your innate magic comes from a gift
Your greater awareness of magic allows you to bestowed on you or your ancestors by a trick-
cast the detect magic spell a number of times ster being. These beings—be they gods, fey,
equal to your Charisma modifier (minimum of fiends, or something more mysterious—all prize
once). You regain all expended uses when you cleverness and deception to win the day. Your
finish a long rest. Charisma is your spellcasting spellcasting reflects a small portion of these
ability for this spell. subtle powers.

Mark the Prey Armored Mage

9th-level Spellthief feature 1st-level Beguiler feature
You gain proficiency with light armor, medium
You develop a talent for identifying spellcast- armor, and shields.
ers. As a bonus action, you can make a Wisdom
(Insight) check to determine whether a creature In addition, you gain proficiency with all
is a spellcaster. On a success, you learn if the simple weapons and the hand crossbow, rapier,
creature can cast spells, its spellcasting ability, shortbow, and shortsword.
and the highest level of spells that are currently
available to steal with your Steal Spell feature. Chapter 1: Character Options

Absorb Spell

13th-level Spellthief feature

You can attempt to absorb spells and harness
them against your foes. When you succeed
on a saving throw against a spell, you can
use your reaction to absorb a portion of the
spell, imbuing a weapon of your choice with
its raw magical essence. The next time you
hit with the weapon within the next minute,
the weapon is considered magical and deals
an extra 1d6 damage for each level of the
absorbed spell.

Once you use this feature, you can’t use it
until you finish a short or long rest.

Spellgrace

17th-level Spellthief feature

Your deep understanding of magic grants
you advantage on saving throws against
spells and other magical effects.

In addition, when you use your
Steal Spell feature, you can immediately
cast the spell as part of the same action.

Sorcerer: Beguiler

Deception is an invaluable tool among
the Zhentarim. A Zhent spy must be
convincing if they are to gain the trust
of an influential noble, while an
assassin simply practices the art of
blending in. Throughout its history,
some mages have practiced the art
of subterfuge on the battlefield, fool-
ing foes and leaving their corpses with

14

Surprise Casting Feats

1st-level Beguiler feature A new feat is presented here for groups that
use the optional Feats rule in the Player’s
Your innate gift for deception allows you to Handbook.
feint, catching your opponents off guard. As a
bonus action, you can spend 1 sorcery point to Skymage
make a Charisma (Deception) check against a
creature within 30 feet of you that isn’t incapaci- Prerequisite: The ability to cast at
tated, contested by the target’s Wisdom (Insight) least one spell
check. If you succeed, you have advantage on
your next spell attack roll against that creature Skymages train relentlessly with a variety of
on this turn. flying mounts, emphasizing safety and respect
for their beasts while mastering merciless
Cloaked Casting aerial combat techniques. You gain the follow-
ing benefits:
6th-level Beguiler feature
• You have advantage on Wisdom (Animal
You learn to better craft your spells to exploit Handling) checks dealing with creatures with
a foe’s distraction. When you cast a spell and a flying speed that are capable of serving
have advantage on the spell attack roll, you can as a mount.
spend 1 less sorcery point than normal for any
Metamagic options you use on that spell. • You learn the feather fall spell and can cast
it once without expending a spell slot. You
Without a Trace regain the ability to cast it in this way when
you finish a short or long rest.
14th-level Beguiler feature
• You and your flying mount don’t provoke
You can use the Subtle Spell Metamagic option opportunity attacks when flying out of an
without spending a sorcery point. enemy’s reach.

You can use Subtle Spell even if you have Take to the Skies
already used a different Metamagic option Chapter 5 of the Player’s Handbook plainly states
during the casting of the spell. that an exotic saddle is required for riding any
aquatic or flying mount, but the distinction
Mantle of Deception between monster and mount is not exactly clear.
Finding and securing a flying mount requires
18th-level Beguiler feature support from the DM.

As a bonus action, you can spend 6 sorcery “Common” flying mounts—if there even is
points to activate a mantle of deception, project- such a thing—include pegasi, griffons, hippog-
ing magical illusions that make it difficult to riffs, and manticores, and the Zhentarim nurture
hit you. While in this state, all creatures have and tame foulwings and wyverns in a cliffside
disadvantage on attack rolls against you and aviary at Darkhold. A seasoned adventurer may
you have advantage on saving throws against be able to ride more dangerous creatures. In
any spell that targets only you. Dragon #50’s “The Ups and Downs of Flying
High,” Roger E. Moore included chimeras, drag-
You remain in this form for 1 minute. It ends ons, winged nightmares, pteranodons, rocs, and
early if you are incapacitated, if you die, or if you sphinxes on his list of flying mounts.
dismiss it as a bonus action.
Keep an eye out for winged beasts in your
adventures. Never give up and good luck will
find you.

Chapter 1: Character Options 15

16

CHAPTER 2

THE ZHENTARIM

Chess struggled against the heaving History of
swings of the Black Hands, no doubt sent by Lord Urlsan the Zhentarim
Baneservant. Had he come all this way only to have his
head caved in by a group of Banite priests outside the Spit- Since its inception, the Zhentarim has been
ted Man Alehouse? Chess looked to Manshoon, his face rife with betrayal and bloodshed. Appropriately
fraught with worry and dripping with sweat. The black- named after a cunning wizard who manipulated
robed mage remained eerily calm. his way to the top, the history of the Zhentarim
is suffused with sudden power grabs, secret alli-
The wizard began to weave his hands in a fluid circu- ances, and brutal setbacks.
lar motion. With one sharp gesture, Manshoon plucked a
single red, glowing sphere out of thin air—no larger than Zhentil Keep
a marble—and promptly hurled it at the assassin priests.
One of the priests cried out, but they were silenced in an Zhentil Keep, the former headquarters of the
instant. Red flames lashed out from the center of a sound- Zhentarim, originated as a modest trading
less explosion, sending fist-sized chunks of stone through the camp at the western edge of the Moonsea in
walls of nearby buildings. Chess, unscathed, gaped in awe 640 DR. In 747 DR, a Chancelgauntian ship
and horror as the alehouse collapsed, burying the flaming owner fortified the thriving settlement into a
Banites under heaps of rubble. The bell of the Dark Shrine proper hold. Seeing its potential, twelve Sem-
droned in the distance. bian merchants purchased the hold the fol-
lowing spring and funded a major expansion,
Manshoon emerged from the cloud of dust, his face adding a tall stone wall and a formal garrison.
shrouded by his hood. “Doubt will cost you your life and
both of our birthrights,” he chided. “We’ve no time for One of the merchants, Elephstron, declared
doubt. Trust in my plan. This is just the beginning.” himself Lord of the Keep, appointing the other
eleven merchants as Lords of the City and
W granting them governing power. However, as
ealth. Power. Influence. These the keep prospered, it saw increasing threats.
are the goals of the Zhentarim. Infighting among the city’s merchants was
Founded as an arm of the arch- rampant, and monsters frequently ransacked its
wizard Manshoon and based in Zhentil Keep on trade routes. As a result, Elephstron petitioned
the banks of the Moonsea, the Black Network a wizard for aid.
grew into a powerhouse of trade, its agents
spread throughout the Western Heartlands Zhentar
and the Sword Coast. The Zhentarim aims to
achieve commercial supremacy, an iron-fisted The wizard who answered Elephstron’s call was
monopoly won by offering vital services—both named Alsen Zhentar. Born to two shopkeepers
legal and illicit—quickly and cheaply. Above all, in Arrabar, the capital city of Chondath, Zhentar
the Zhentarim is a family, from the lowest cara- came across the corpse of a minor wizard while
van escort to its deadliest assassin. playing in a ravine as a child and took the dead
mage’s spellbook for himself. As he grew in
mastery of the Art, Zhentar accumulated wealth
and magic by murdering lowly and reclusive
wizards. However, his lust for power nearly
cost him his life when he challenged the wrong
mage. After a spectacular spell duel, Zhentar
was forced to flee the city and its lawkeepers,
eventually landing in the Moonsea region.

The wizard proposed two conditions for
the desperate Elephstron: 1) the Lords of the
City would create an official governing council,

Chapter 2: The Zhentarim 17

and 2) Zhentar would be given a seat on this Founding of the Zhentarim
council equal in power to the other lords. Eleph-
stron agreed, and Zhentar’s dark designs were In 1258 DR, Harlshoon, First Lord of Zhentil
set in motion. Keep and mighty commander of the Zhentilar,
sent his two sons, Manshoon and Asmuth, out
In 752 DR, the Year of High Treachery, half into the world to prove themselves as lord-
of the lords suddenly and suspiciously died. princes. They were accompanied by Chess,
They were replaced by five wizards and a Banite son of Lord Calkontor, another member on the
priest with ties to the malevolent Zhentar. In council. Three months after their departure,
753 DR, the Year of Strife, a temple known as Lord Calkontor poisoned Harlshoon. Calkon-
the Dark Shrine was erected in the city, forever tor couldn’t resist mocking the dying lord, but
shadowing it under the black hand of Bane, the his jeers would be his downfall. In his final
Lord of Darkness. Finally, Elephstron con- moments, Harlshoon shoved Calkontor to his
fronted Lord Zhentar, and the two slew each death. The two dead lords’ seats were quickly
other in a fierce battle atop the walls of the keep. usurped from their absent sons in a politi-
cal coup by Urlsan Baneservant and Theilon
Despite his treachery, Zhentar was regarded Greencloak. Manshoon and Chess refused to
as a hero. The six lords sympathetic to the surrender their birthrights, vowing to reclaim
deceased wizard painted a tale of an assassin their fathers’ seats on the council at any cost.
sent to kill both lords on behalf of rival mer-
chants south of the Moonsea. The city was In 1260 DR, upon their return to Zhentil
named Zhentil Keep in his honor. It would Keep, Lord Urlsan attempted to have the two
continue to prosper and expand, dominating lord-princes assassinated, but he was thwarted
trade in the Moonsea region with a combina- by Manshoon’s natural gift for the arcane arts.
tion of economic pressure and military force. During their absence, Lord Urlsan had accu-
mulated significant power in Zhentil Keep.
However, Manshoon and Chess knew that if
they removed the usurper without exposing his
treachery, it would invite further insurrection.

As part of a ploy devised by Manshoon, Lord-
Prince Chess formed a false alliance with Lord
Urlsan in exchange for a seat on the council.
Theilon Greencloak had died at the Battle of
the Masks the previous year, leaving the seat
of Chess’s father empty. Meanwhile, Manshoon
recruited his childhood friend and priest of
Bane, Fzoul Chembryl. Fzoul was fed up with
the direction of the church of Bane in Zhentil
Keep and had ambitions of his own. When
Lord Urlsan believed he had the upper hand
against Manshoon, Chess double-crossed the
lord, and the three overpowered Urlsan and his
allies. Manshoon then provided “proof” of Lord
Urlsan’s betrayal: forged letters showing that
Urlsan was in debt to several Sembian mer-
chants which he hoped to pay off via secret ties
to Cormyr. Urlsan was publicly executed, and
Manshoon claimed his rightful seat as Lord of
Zhentil Keep.

Manshoon recognized the vulnerability of
his position. Bolstered by hidden allies, the
wizard recruited a group of like-minded mages

18 Chapter 2: The Zhentarim

known as the Black Cloaks. In 1261, Manshoon Time of Troubles
founded the Zhentarim under the guise of
establishing safety and order in Zhentil Keep. In 1358 DR, the gods Bane and Myrkul stole
Manshoon’s true reasons for creating the secret and hid two artifacts known as the Tablets of
organization were to leverage its wealth, reli- Fate from the Overgod, Ao. In response, Ao cast
gious connections, and growing military force the gods of Abeir-Toril out of the heavens, forc-
to amass personal power such that he could ing them to live as mortals among their follow-
seek out magic anywhere in Toril and wrest it ers in a cataclysmic event known as the Time of
from those who would keep it from him. Troubles. Several deities were slain throughout
the Time of Troubles, but none had a greater
Rise of the Zhentarim effect on the Zhentarim than the death of its
principal deity, Bane, at the hands of Torm.
After Urslan’s ousting, Fzoul Chembryl
accepted a position in Manshoon’s inner circle, In Bane’s absence, Cyric, god of strife and
becoming second-in-command of the Zhenta- lies, assumed the dead god’s divine portfolio.
rim. He took over the Dark Shrine in Zhentil Some priests of Bane refused to worship Cyric.
Keep, renaming it to the Black Altar and declar- They believed that the Lord of Darkness had
ing it the center of the church of Bane. The not died; rather, he was enacting yet another
Zhentarim would forever be tied to the Lord of cunning scheme. The Prince of Lies tolerated—
Darkness, an alliance which would benefit both some might even say delighted in—the chaos for
organizations in similar pursuits. three years, until he lost patience in the stub-
born Banites.
Over the next century, the Black Network
flourished. By 1306 DR, Zhentil Keep secured a Banedeath
water route, shipping goods to Sembia, Hillsfar,
Phlan, and Melvaunt, while defeating the naval On a frosty night in 1361 DR, Cyric set the
forces of Mulmaster in the process. In 1312 DR, Black Altar of Zhentil Keep ablaze in a column
Manshoon and Fzoul invaded Darkhold and of flame, and the so-called Banedeath began. In
vanquished the lich queen Varalla (see chapter an effort to cleanse the city of all traces of Bane
3 for a history of Darkhold). With a foothold in and cement Cyric as his replacement, Banites
the Western Heartlands, the Zhentarim estab- were offered a choice: convert and see the light
lished, controlled, or sabotaged trade networks of the Dark Sun, or be put to death. Many con-
between the Moonsea and the Sword Coast. verted. Some did not.

In 1355 DR, Zhentil Keep captured the Cit- Though the Prince of Lies lacked the same
adel of the Raven. In 1361 DR, the Zhentarim sense of law and order maintained by his prede-
then asserted its dominance by raising the flag cessor, the Zhentarim continued to grow with
of the Black Network over the fortress, declar- the aid of the church of Cyric. Fzoul Chembryl
ing it the organization’s new headquarters. The converted to Cyric and was thus spared in the
Zhentarim maintained a standing army for Banedeath. The bitter former High Priest of
Zhentil Keep which it used to invade locales Bane remained in Zhentil Keep even as Man-
throughout the Dalelands. During this period shoon carefully shifted his operations to the
of rapid expansion, the Zhentarim also made Citadel of the Raven, distrusting Cyric and his
countless enemies, to include the Harpers, impulsive priests.
the Knights of Myth Drannor, and the Cult of
the Dragon. Reemergence of Bane

As the Zhentarim’s reach grew, so did its In 1372, Bane returned from the grave, con-
membership. Mages, merchants, and sells- suming his son and lesser god, Xvim, in a pillar
words flocked to the Black Network—whether of green flame. Bane appointed Fzoul Chembryl
by choice or necessity—with ambitions of their as his Chosen and the new leader of his church.
own. Meanwhile, the church of Bane supported Banite priests who went underground after the
Zhent agents as they sponsored puppet rulers, Banedeath pledged themselves to the Lord of
corrupt tax collectors, and troublesome gangs Darkness, as did many who had converted to
to implement their activities. Cyric after Bane’s death.

Chapter 2: The Zhentarim 19

Manshoon Wars foresee their tumultuous and premature
awakening.
In 1370 DR, Manshoon disappeared. Most
reports claim the archmage was betrayed by Rather than activating sequentially in the
Fzoul Chembryl, slain at the hands of his child- order they were created, Manshoon’s disappear-
hood friend and Lord Orgauth in the Citadel of ance triggered the release of sixteen clones at
the Raven. Others assert that Manshoon simply once. This event was the result of meddling by
vanished, perhaps as a result of growing mis- the god of lies, Cyric, who hoped to sow strife
trust or as part of some greater plan. Regard- and make the Zhentarim ripe for his takeover.
less of the reason for his sudden departure, The Manshoon clones began to kill one another,
Manshoon’s legacy would quickly be known showing little concern for those caught in the
throughout Faerûn. wake of their destructive magic. The closer two
Manshoons were near each other (especially
Throughout his rule of the Zhentarim, Man- 5 miles or less), the stronger the maniacal urge
shoon’s mastery of the Art allowed him to stay to seek out and eliminate the other became.
one step ahead of his enemies. However, as his
list of foes grew, Manshoon knew he could not Most of the clones slew one another or met
evade death forever. Before he became Lord of their end by some other fate within a few years
Zhentil Keep, the archmage penned the ulti- of awakening. One unfortunate Manshoon
mate contingency: the stasis clone spell (see awoke in Blackstaff Tower and was shortly
the “Game of Clones” sidebar). By the time he destroyed by Khelben Aurunson, who promptly
claimed his seat on the council, Manshoon had warned stakeholders throughout Faerûn,
already created a few small batches of sleeping including the Chosen of Mystra, Candlekeep,
clones, hidden away within the walls of distant and Zhentil Keep. However, try as they might,
caverns. The cunning wizard did not, however, the protectors of the Realms have yet to fully rid
the world of Manshoon the Manyfaced.
Game of Clones
The clone spell in the Player’s Handbook only At least three clones survived the Man-
allows for one awakened clone at a time. When shoon Wars, representing the most disci-
the caster dies, their soul moves into the open plined and experienced copies of Manshoon.
vessel, awakening it with the abilities and mem- Although each clone ultimately perished,
ories the creator possessed at the time of the their deaths brought about a new generation
spell’s casting. While some clever mages have of Manshoons.
succeeded in deploying multiple clones at once,
the clones suffer from a phenomenon known as The Manshoon of Undermountain. One
the multiplicity paradox, which causes the clones Manshoon pledged himself to Halaster Black-
to murder each other until only one remains. cloak, the Mad Mage of Undermountain.
This clone was destroyed in the chaos of the
Manshoon’s stasis clone spell is distinct for Spellplague.
two reasons. Firstly, Manshoon’s soul is bol-
stered by Mystra, the goddess of magic, who The Night King. Another clone awoke in
saw the dangerous potential instability presented Westgate as a vampire. After slaying the vam-
by Manshoon’s specialized cloning spell. This pire lord Orlak, he became Orbakh, leader of
allows for several Manshoon clones to exist at the Night Masks. From the haunted Castle
once, effectively sharing one soul which is stored Stormwatch, this Manshoon attempted to
in the Weave. Secondly, the multiplicity paradox rebuild the Zhentarim until he was slain by
in the stasis clone spell is less severe, though it is Elminster of Shadowdale.
not known if this is owed to mental fortitude of
the remaining Manshoons, the reduction in the The Manshoon That Tired of Rulership.
overall number of active clones, or the stability A third clone returned to Zhentil Keep in 1372,
of the spell itself. In fact, it is possible for two ceding rulership of the Zhentarim to Fzoul and
Manshoon clones to work together—if they can preferring to work in the shadows on private
overcome the instinctive sense of loathing for projects. This Manshoon was killed when the
each other. Shadovar attacked Zhentil Keep and the Citadel
of the Raven in 1388 DR.
20
The Modern Faces of Manshoon

There are at least four active clones as of 1492
DR, the Year of Three Ships Sailing.

Chapter 2: The Zhentarim

Clone of Orbakh-Manshoon. Foreseeing his known only as the Pereghost. Unlike the back-
untimely demise, Orbakh created a clone in his stabbing wizards and nefarious priests before
likeness. When he died, this clone awakened— them, the Pereghost was even-tempered, prac-
along with three previous Manshoon clones tical, and just. He had dutifully led the army of
throughout Faerûn (detailed below). Orbakh’s Darkhold for years, and likewise proved to be
Manshoon clone was briefly trapped in a coun- a decisive leader of the Zhentarim as a whole.
tryside manor in Cormyr during a vicious His militant hand not only brought order to
Spellstorm with his nemesis, Elminster. After the Black Network—it prevented the organiza-
weathering the storm, Manshoon escaped. His tion’s downfall.
current whereabouts are unknown.
In the following year 1384 DR, Bane res-
The Manshoon of Darkhold. One Manshoon urrected Fzoul Chembryl, granting him the
relocated to Darkhold, furthering his own per- demigod-like power of an exarch and com-
sonal schemes while ceding rulership to Fzoul manding his Chosen to rebuild the priesthood
once more. Much like the original Manshoon and expand its reach. Unable to ignore the
did with the beholder Xantriph (the so-called efficiency of the Pereghost in his role, Fzoul
“Voice of Bane”), this clone has formed a hidden left the day-to-day operations of the Zhentarim
alliance with a beholder named Manxam. to the mysterious commander and focused his
efforts on furthering the church of Bane. In the
The Leader of the True. Another clone coming years, the Zhentarim would become
secretly operates from Kolat Towers in Water- an organization of guardians and mercenaries,
deep, leading an offshoot faction of the Zhen- rather than bullies and conquerors.
tarim that calls itself “the True.” He, too, is
a “good conduct hostage” in the keeping of Spellplague
beholders in his lair.
In 1385 DR, Cyric and Shar murdered Mystra,
The Manshoon of Many Faces. The fourth— goddess of magic, instigating a Realms-span-
though certainly not the last—took on a new ning disaster known as the Spellplague. Over
name and magically changed his appearance. this decade marked by blue flames, dead magic,
He continues to do this, living low-profile lives and the collapse of the Weave, many of the
by covertly murdering wealthy merchants and Zhentarim’s most powerful wizards were assas-
impersonating them until he grows bored, sinated by opportunistic foes, while others were
using their wealth to live well and dabble in driven insane. This gradually shifted control of
trading activities that garner a magic item here the organization out of the hands of black-robed
and a spellbook there, slowly building power mages and into those of ordinary people.
while taking great care to hide not only his true
identity, but the fact that he can cast arcane When Cyric was rightly blamed for the chaos,
magic as well. veneration of Bane enjoyed a thundering resur-
gence in the Zhentarim. As the number of Cyri-
This list does not include other younger, cists in the organization plummeted, the schism
magically warded clones throughout Faerûn of faith within the organization all but faded
or located on other planes of existence—these away. The lies and strife of Cyric slowly gave way
remained dormant during the Manshoon Wars to the order and patience of Bane once more.
and continue their slumber to this day.
During this period, the everyday foot soldiers
Fall of Zhentil Keep of the Zhentarim found themselves as the last
competent Zhents standing. Free from the
In 1372 DR, the flying Netherese city of Thult- tyranny of backstabbing wizards and the black
anthar emerged from the Shadowfell and began gauntlet of Banite priests, the Zhentarim as a
restoring its empire. The Shadovar of returned whole became more ordinary but was no less
Netheril attacked Zhentil Keep and the Citadel relevant. In fact, given the widespread chaos of
of the Raven in 1383, killing both Fzoul Chem- the Spellplague, the Black Network provided a
bryl and the Zhentarim-based clone of Man- suddenly vital service: an organized, effective
shoon in the process. force of mercenaries capable of safely escorting
caravans throughout Faerûn.
In this time of turmoil, a leader emerged in
Darkhold: a knight clad in chalk-white armor

Chapter 2: The Zhentarim 21

The Zhentarim Today unparalleled grasp of strategy and leadership
keeps Zhents on the path to victory. With the
Despite its setbacks, the Black Network is Pereghost acting as the High Lord of the Zhen-
arguably stronger than ever. Membership in the tarim, Fzoul has shifted his focus to his position
Black Network is estimated to be over 10,000 as the voice, Chosen, and High Hand of Bane.
as of 1492 DR. Today, Zhents make most of Meanwhile, the Darkhold-based Manshoon
their coin by guarding warehouses, escort- clone advances the faction’s more clandestine
ing caravans, and shipping cargo. Through pursuits while amassing arcane power in
speed, competitive rates, and a ruthless attitude the shadows.
toward competitors, the Black Network is win-
ning an ever-growing share of the shipping and The reputation of the Black Network has
trade market, and Zhent agents can be found in improved over the last century. While there
every major city in Faerûn. Though they prefer was never a formal purge of the organization’s
to be seen as dependable guards, the Zhentarim more troublesome and evil members, many
also buy, sell, and invest in property and dis- of them passed away over time, whether by
creetly act as enforcers, thieves, and assassins. spell, blade, or old age. What remained was a
new generation of Zhentarim, forged under the
Reconstruction efforts at Zhentil Keep and direction of the Pereghost. The Black Network
the Citadel of the Raven are now underway. hasn’t completely abandoned its duplicitous
Though neither location is uninhabitable after and downright evil activities, but its name no
the Netherese assault, Darkhold remains the longer invokes fear at its mere mention. To the
headquarters of the Zhentarim and its leader- everyday observer, the Zhentarim is skeptically
ship. Fzoul Chembryl relinquished daily com- regarded as another need-to-know organization
mand of the Zhentarim to the Pereghost, whose with a dark past.

Hierarchy

A rigid hierarchy pervades the Zhentarim.
Between the militant leadership of the Pereg-
host and the black gauntlet of Bane that looms
over Darkhold, every Zhent has a rank. From
the acceptance of their first contract to their
dying breath, every member of the Black Net-
work is taught to know their place.

Zhentarim Ranks

Like many factions in the Forgotten Realms,
the Zhentarim has five major ranks. These
ranks and their renown (an optional rule in
chapter 1 of the Dungeon Master’s Guide) are
provided in the Zhentarim Ranks table. Charac-
ters can earn these promotions as their renown
increases, though there are suggested character
level prerequisites for each rank.

Zhentarim Ranks Level Prerequisite
1st
Renown Title 3rd
1 Fang 5th
3 Wolf 11th
10 Viper 17th
25 Ardragon
50 Dread Lord

22 Chapter 2: The Zhentarim

Faction Missions Zhent Jobs
and Downtime
d10 Job
A party of adventurers may contain one or two
Zhents, but unless you’re running a Zhentarim- 1 Debt Collection. Collect on a past-due debt.
centered campaign, it’s unlikely that every I hear this one’s a runner.
player character is part of the Black Network.
It can be challenging for the player characters 2 Thievery. Steal a priceless item during
that are Zhentarim to complete faction mis- a public event.
sions and advance in rank without derailing the
campaign or taking the spotlight from the other 3 Burglary. Breaking and entering at its finest.
characters. Keep an eye out for dogs—or worse.

Rather than completing full-fledged side mis- 4 Assassination. There’s no other option.
sions to climb the Zhentarim ladder, at the DM’s You’ve got the time, the place, and the tar-
discretion, a character can instead attempt a get. Make it look like an accident.
Zhent job during downtime in order to gain
renown and rewards. Chapter 2 of Waterdeep: 5 Caravan Escort. Make sure the goods get
Dragon Heist also contains a series of short from point A to point B in one piece.
faction missions that might inspire other down-
time jobs with the Zhentarim. 6 Espionage. Keep a low profile. Don’t come
back unless you’ve got some juicy intel.
Zhent Jobs
7 Smuggling. There are buyers on the inside.
The Zhent Jobs table includes a handful of short The only thing standing between the Zhen-
generic missions that a character can reason- tarim and payday is local law enforcement.
ably complete within the span of a workweek.
These missions are intended to supplement, 8 Bodyguard Duty. A cautious individual hired
not replace, the character’s chosen down- you to watch their back for the day. It should
time activity. be easy money. Should.

9 Vandalism. Don’t forget your crowbar.
If this doesn’t send a message, there’s
always arson.

10 Blackmail. Someone’s got skeletons in
their closet. Find the dirt and put on
the pressure.

As a character increases in level and rank, so
do the stakes of their faction missions. At lower
levels, a budding Zhent may be asked to steal
a prized trophy from the mantle of the local
tavern. At higher levels, a seasoned ardragon
might infiltrate a private art gallery where a
one-of-a-kind item is on display for the evening.

Completing a Job. To complete a job, a
character must accumulate three successful
ability checks before accumulating three fail-
ures. The player chooses the skill for each of
these checks, narrating how their character
uses the skill to accomplish a part of the job.
For example, a character might use Dexterity
(Acrobatics) to swing from a rope into the open
window of a gallery that contains a priceless
painting. Once the character has attempted an
ability check with a given skill, whether they
succeed or fail that ability check, they can’t use
that skill again during the job.

The DM determines the DC of each abil-
ity check, which may fluctuate depending on

Chapter 2: The Zhentarim 23

the situation. Generally, as a character advances Zhentarim Perks
in rank, these DCs should increase to reflect
more challenging assignments. The Job Diffi- Membership in the Zhentarim is not without
culty Class table includes sample DCs for Zhent its benefits. Chapter 1 of the Dungeon Master’s
jobs by character level. Guide mentions that characters who advance
in rank are entitled to certain perks on behalf
Job Difficulty Class DC of the organization. This section details pos-
15 sible perks for characters who remain loyal to
Tier Character Level 17 the Black Network throughout their adventur-
1 1–4 19 ing career.
2 5–10 21
3 11–16 Fang (1 Renown). Upon joining the Zhen-
4 17–20 tarim, initiates are entitled to a criminal contact
(see chapter 1). In addition, wherever there is
Gaining Renown. A character earns one a branch of the Zhentarim, the character gains
renown after successfully completing a job, as access to a safe house.
well as one additional renown for each rank
they already have. For example, a viper who Wolf (3 Renown). Once a Zhent demon-
completes a Zhent job gains four renown. strates they can handle more responsibility,
they are given a token of loyalty. When a char-
Criminal Contacts. If the character has acter reaches the rank of wolf, they can choose
an established criminal contact (see chapter one of the following gifts:
1), these missions are a great opportunity to
interact with them. The contact might assign • A higher-ranking Zhent gives the character
the job to the character via a “hot tip,” accom- a banesword (see chapter 5).
pany the character on the job, or deliver valu-
able intel relating to the mission. Consider how • The character learns the Manshoon’s mage
the outcome of the job affects their relationship, hand cantrip (see chapter 5).
for better or for worse—they might even be the
target of the job. • Once per day, the character can cast the find
familiar spell. The familiar takes the form of
a flying snake.

Viper (10 Renown). By the time a character
reaches the established rank of viper, they can

24 Chapter 2: The Zhentarim

take new Zhents under their wing. The charac- Fzoul Chembryl
ter gains an underling that uses the statistics of
an acolyte, apprentice wizard, scout, or thug High Hand of Bane
(player’s choice).
Fzoul Chembryl is a cruel, overconfident priest.
Ardragon (25 Renown). Earning the rank of Known as a bully and a politician, he pays
ardragon cements a Zhent as an experienced, lip service to those who may benefit him and
influential leader within the Black Network. An administers scathing criticism or punishment to
ardragon might manage one or more branches those who can’t. Born an only child of a minor
of the Zhentarim in a region or command a spe- noble in Zhentil Keep, Fzoul entered the priest-
cial task force for a high-profile mission. When hood of Bane at a young age. There, he learned
a character achieves this rank, they enjoy the the fundamentals of patience, influence, and
following benefits: timing. He used these principles to become
High Priest of the Dark Shrine, a Chosen of
• The character can purchase any poison in Bane, and second-in-command of the Zhenta-
chapter 8 of the Dungeon Master’s Guide rim. Fzoul cemented his destiny when he slew
from the Zhentarim at a 10% discount. The his childhood friend, Manshoon, replacing him
poison is delivered to the character from a as High Lord of the Zhentarim.
secret location via flying snake.
Though Fzoul perished in defense of Zhen-
• A personal task force composed of four under- til Keep in the late 15th century DR, Bane
lings (see the viper rank above) can be tasked rewarded his Chosen by resurrecting him as
with accomplishing minor tasks on behalf of an exarch, a being with powers comparable
the character. to those of a demigod. Since then, Fzoul has
relinquished daily operations of the Zhentarim
• The character receives two personalized to the Pereghost, choosing instead to focus on
assassin’s glasses (see chapter 5) advancing the church of Bane.

Dreadlord (50 Renown). Aside from the top Appearance. Fzoul is a tall, muscular human
brass, dreadlord is the highest rank a character with long, blonde hair and a strong chin. He typ-
in the Zhentarim can achieve. With approval ically sports a horseshoe mustache and has an
from leadership, dreadlords can commandeer oval-shaped red gem set into his forehead. As a
entire branches of the Black Network to fur- cleric, his sleeveless half plate armor is adorned
ther its aims, solicit unequaled magic from the with symbols of Bane—designed to intimidate
church of Bane or Manshoon, or command foes and subordinates alike—under which he
army-sized mercenary forces under the direc- wears a vibrant emerald tunic. In battle, Fzoul
tion of the Pereghost. wields a minor artifact known as the scepter of
the tyrant’s eye (see chapter 5).
Chain of Command
What He Wants. Fzoul knows that his
Zhents are strongly discouraged from skipping strengths are tied to the church of Bane. In his
the chain of command. Ranks are hard-won opinion, the Zhentarim is but another arm of
within the Black Network, and superiors often the Lord of Darkness, a mechanism to further
have a reputation for making examples out his tyrannical schemes and spread his word.
of lower Zhents who attempt to bypass their
authority. Few Zhents reach the upper echelons 25
of the organization, but on rare occasions, the
Zhentarim’s leaders (most notably Manshoon)
have been known to select a rising star for a
special assignment, fast-tracking them for a
position with greater responsibility.

Leaders of the Zhentarim

This section breaks down the Zhentarim’s
highest-ranking members. The leaders of the
Zhentarim are cunning strategists, formidable
combatants, and outstanding in their crafts.
Some are even favored by gods.

Chapter 2: The Zhentarim

Since his resurrection, Fzoul has focused on of the archmage is born with the most deadly
rebuilding and expanding the church of Bane. weapon: knowledge. Knowledge of ancient sigils
The god of tyranny has commanded his Chosen and secret lairs. Of allies with undying loyalty. Of
to convert the remaining clergy of Cyric in his blackmail—and those vulnerable to it.
organization, or if that fails, to eliminate and
replace them with faithful Banites. Though he prefers to work from a distance
by using simulacrums or similar magic, Man-
Over time, Fzoul dimly realized why Man- shoon isn’t afraid to dirty his hands. After a
shoon’s clone so readily relinquished leadership violent encounter with a trio of Harpers that
on his return. The constant approvals. The claimed his left arm and left his brother blind,
incessant barking of the ever-present beholders. Manshoon pushed his last remaining kin to
The never-ending string of underlings entering his death, seeing him as nothing more than an
his chambers. This cacophony of day-to-day obstacle. In battle, Manshoon doesn’t let his ego
operations prevented Fzoul from his true call- get the better of him. He’s not afraid to flee, sav-
ing: advancing the church of Bane. The exarch ing his magic for a more advantageous rematch.
is secretly glad that the Pereghost now bears When faced with no other option, Manshoon
the endless badgering as commander of the slings the first deadly spell—and the last. If he’s
Zhentarim. As a bonus, Fzoul can always save bested, the dark wizard always has a contin-
face by reminding others he literally gave his gency spell or two up his sleeve.
life for the organization.
Manshoon is a master of the Art and among
Secret. Fzoul prides himself as the voice the most powerful mortal mages in the Realms.
of Bane. As Chosen, exarch, and head of the In a mere matter of months, Manshoon
church of Bane, Fzoul often bolsters his learned everything from common cantrips to
authority with that of the Lord of Dark- world-changing spells, a feat which typically
ness, conflating his commands with the takes distinguished wizards decades or centu-
word of a god. ries. He has penned many spells and created
potent corruptions of countless others. Man-
In truth, Fzoul is but a glorified messen- shoon even rejected an offer from Mystra to
ger-boy. While the High Hand’s physical might serve as one of her Chosen, refusing to serve
as an exarch rivals champions throughout anyone but himself.
the Realms, his god never confides in him.
Unlike the Chosen of Mystra, who each hold MAnsHoon
an irrevocable part of her divine power, Bane’s (c. 1382 DR)
gifts to his Chosen are temporary, only lasting
so long as their recipients prove useful in his
far-reaching plans.

Manshoon

Founder of the Zhentarim

Manshoon the Manyfaced is a cold, cun-
ning archmage who trusts no one and
safeguards his precious plans behind
layers of contingencies. If he is slain,
another Manshoon inevitably emerges
from an army of sleeping clones hidden
throughout Faerûn and beyond. He’s
a peerless manipulator, twisting others
to fervently carry out his will—including
Fzoul Chembryl on multiple occasions.

Each clone of Manshoon inherits the
knowledge of its creator, waking with
decades of experience and a sinister
grin. Though they emerge from their
slimy arcane cocoons stripped of spell-
books and equipment, each iteration

26 Chapter 2: The Zhentarim

Appearance. Manshoon is rarely seen. When Currently, the original Manshoon lies in
he does emerge from the shadows, he typically a magical slumber in an underground tomb
wears dark, elegant robes with gold, red, or pur- somewhere in the rocky foothills of the Drag-
ple accents, along with one of his many masks. onspire Mountains. When the last clone awak-
He tops this ensemble with a black robe of the ens—that is to say, the last of Manshoon’s first
archmagi, its hood casting an eternal shadow twenty-six clones that he created—his crypt
on the upper half of his face. will be unsealed and the true Manshoon will
emerge. No clone measures up to the real
Even his true face is an enigma. Those who Manshoon, and each subsequent generation
claim to have seen it each recall it differently, wanes in power compared to the original. No
which suggests that Manshoon magically alters one knows what magic Manshoon accumulated
his face. Fzoul Chembryl is said to know his before he went into stasis—or what horrors he
true face, as do the few living souls who knew has planned for the Realms upon his inevitable
Manshoon as a child. He is rumored to be awakening.
a dark-haired, handsome human of average
height and build. The Pereghost

Hidden Allies. Before he founded the Zhen- High Lord of the Zhentarim
tarim, Manshoon discovered a hidden cabal The Pereghost is the current leader of the Zhen-
of beholders. Impressed at the degree of fore- tarim. He is both a brutal fighter in one-on-one
sight and strategy possessed by this mortal, combat and the most competent strategic com-
the beholders saw Manshoon as a tool, and he mander in Zhentarim history. Members of the
returned the sentiment. From a flying temple, Zhentarim respect and admire the Pereghost
the beholder Xantriph posed as the disembod- for his leadership, for he truly cares about the
ied voice of Bane. New recruits pledged them- wellbeing of his subordinates. On the battlefield,
selves to the Zhentarim and confessed their he takes care to ensure his soldiers don’t need-
darkest secrets to the “god”—and Manshoon. lessly die unlike other hot-headed commanders
The cautious alliance proved fruitful and endur- with fragile egos. He has developed extremely
ing for both parties. Beholders have honored precise tactical maneuvers allowing him to
their agreement across multiple iterations of mass the bulk of his combat power against
Manshoon the Manyfaced, whose Darkhold weaknesses in his enemies’ formations.
clone has most recently partnered with the
beholder Manxam. In person, his demeanor is confident, yet
calm. It’s commonly said that he is approach-
What He Wants. Depending on which clone able yet unknowable. When greeting others,
is being referenced, the dark wizard’s short- the Pereghost is polite and professional, and
term goals vary from Manshoon to Manshoon. he always gives firm handshakes as a sign
However, all versions of Manshoon the Many- of good faith and respect. However, he’s also
faced share a deep thirst for power. He despises been known to crush the hands of those who
the idea of being beholden to anyone or any- dare cross him or the Zhentarim whilst they
thing, including the ceaseless demands of rul- shake hands.
ership. Sooner or later, every Manshoon begins
to accumulate magic of inestimable value, using
it to further his plans from behind the scenes.
Manshoon is an evil puppeteer, and the Realms
are filled with his puppets.

Secret. The original Manshoon lives. Much
to the High Hand of Bane’s chagrin, Fzoul
Chembryl did not best the founder of the Zhen-
tarim. After tiring of rulership, Manshoon
capitalized on the dull priest’s smug sense of
self-assurance and faked his death, allowing his
clones to continue his legacy—for now.

Chapter 2: The Zhentarim 27

Appearance. The Pereghost is a man of few from the spirit, grabbed a poisoned dagger off
words who never seems to age or sleep, main- Meiristeena’s slain corpse, and took his own life
taining an eternal state of deep concentration. so that neither the lich nor the spirit could use
He is tall, muscular, and always wears his dis- him for nefarious purposes.
tinctive skull helm, chalk-white full plate armor,
and his sentient longsword Determination. Varkenbrand had never seen a man subdue a
spirit through willpower alone. Seeing this, the
When leading Darkhold’s army, he once rode lich began to chant a vile incantation, using all
Sandusk, a heavy warhorse equipped with a their power to raise Uralius from the dead and
magical winged harness. When this mount died possess him with the spirits of three of their
of old age, he replaced it with a succession of apprentices, Malanxa Orthwood, Mendezmur
magnificent heavy warhorses; his current one is Perendyn, and Warl Graeldyn. This occult ritual
Andaraho, named after a soldier in the Zhenti- transformed Uralius into a unique undead crea-
lar who gave his life to protect the Pereghost. ture that does not age, decay, or require sleep.
Once raised from the dead, Uralius maintained
What He Wants. The Pereghost desires control of his body and mind through sheer will
to move away from the days when Zhentarim alone. He fought off the lich and escaped the
leaders squandered the Black Network’s lair, badly wounded and forever changed.
resources and wealth in the name of personal
gain and glory. His militant leadership style has Over time, Uralius became intimately famil-
revolutionized the Zhentarim both in discipline, iar with the spirits who possessed him. Each
doctrine, and reputation. The Pereghost is bid- moment of every day, he wages an eternal battle
ing his time, calculating and strategizing ways with them for control over his body. Of all the
to expand the Zhentarim’s network and seize spirits, Mendezmur Perendyn is the one Uralius
power throughout Faerûn. can most easily manipulate and gain favor with.
It is from this name, Perendyn, that Uralius
Secret. The Pereghost’s true name is Urae- took on the name “the Pereghost,” forgetting his
lius Gulderhorn. He was born to minor Tethyr- former self to become reborn as he is today.
ian human gentry and grew to become a holy
paladin of Torm. During his service to Torm, he Ashemmi
was found guilty of stealing gold from an offer-
ing plate in a temple of Torm’s. Records indicate Arcane advisor, leader of the Sable Accord
Uraelius was accused of stealing these coins to Born Shemmithil Maraphiir, Ashemmi was
fund his personal vices. Upon being confronted raised in the Neverwinter Woods among
with evidence of his crimes, Uralius slaughtered her elvish kin. Her aptitude for magic mani-
everyone who either exposed him or could tes- fested early, and she learned everything she
tify against him. could from her brother, Malphys, who had
trained under Khelben “Blackstaff” Arunsun.
Fleeing his due justice, Uralius joined an When that wasn’t enough, she left the Never-
adventuring band known as We Six. There, winter Woods.
he met Meiristeena Malark, a skilled thief and
fierce fighter. They became partners and went At 90 years old, she joined the Bright Ban-
on many adventures, acquiring vast riches ner Brandished, an adventuring company
and glory.

On one such adventure, the We Six dared
enter a dungeon deep beneath the Ghost Holds
in Battledale. Unbeknownst to them, this was
the lair of Varkenbrand, a Netherese lich. In a
moment of heated combat with the lich, Ura-
lius was possessed by the spirit of a vengeful
merchant named Osklyn Daraunt. During this
possession, Uralius lost control of himself to the
spirit and cut Meiristeena in two as she came
to his aid. Bereft with grief and sorrow, Uralius
momentarily wrestled control of his body away

28 Chapter 2: The Zhentarim

in Neverwinter, and traveled with them for five branches of Darkhold, and they answer her
years until a lich trapped them in subterranean with unwavering loyalty.
crypts. Everyone but Shemmithil died—she
would have too, had she not had a scroll of tele- While Ashemmi has come to appreciate
port. Her passion for adventure and magic was some aspects of the Zhents at Darkhold—their
snuffed out in her mourning. cunning, loyalty, and zeal—she maintains
ferocious passion for her true mission. She
Untethered and lost, she roamed the North, feeds information to the Harpers carefully but
selling her services as a wizard. After three is outwardly loyal to the Pereghost, knowing
decades, she found new purpose when Khelben that if anything will unravel the Zhentarim,
Arunsun saw her potential and recruited her to it will happen within its shadow—the heart in
the Harpers. After spending many years as a which she lies.
force for good within the Harpers, Shemmithil
was approached by Khelben to do something Appearance. Ashemmi changes her appear-
far more dangerous: infiltrate the Zhentarim ance frequently, though she favors flaxen hair
in Darkhold. and golden eyes. Time and deceit have hard-
ened some of her features. Behind her rich
Abandoning the name Shemmithil for a new crimson gowns and golden jewelry, her sharp
name, Ashemmi, she joined the Zhentarim in jaw and experienced eyes hint at a long history.
1344 DR. While the Harpers of the Twilight While she does not wear armor often, those
Hall acted openly against the Zhentarim, Ash- who have heard her name know far better than
emmi ensured that they had the information to underestimate the skillful wizard.
needed to make intelligent strikes against Dark-
hold. In 1370 DR, Khelben was implicated in What She Wants. Ashemmi has bided her
the theft of the Scepter of the Sorcerer-Kings, time for over a century, waiting for an oppor-
which found its way into the hands of the Zhen- tunity to let the Harpers strike and dismantle
tarim. His betrayal and subsequent departure Darkhold. In the meantime, she’s granted the
from the Harpers gave Ashemmi a fierce clarity Harpers many critical advantages, feeding them
of purpose: she was the truest force for good valuable intel from the inside and keeping them
within the Zhentarim, and she would be their safely one step ahead of the Black Network.
undoing from the inside.
She works primarily through trading infor-
She rose quickly through the ranks, her mation, particularly about missions that the
prowess in arcane power and deception soon Harpers could reasonably intervene in. Infor-
securing her current position as head over the mation about Manshoon, the Pereghost, and
Zhentarim’s spellcasters, which are known as Fzoul is passed along to key leaders within the
the Sable Accord. While she oversees none of Harpers—but rarely, as Ashemmi knows they
the military operations, she leads the arcane are men to be feared.

A Story of Her Own When the time is right, Ashemmi plans to
This presented history contradicts much of Ash- be the pin in a floodgate that dissolves the
emmi’s established lore, as the writers of Dark- Zhentarim at Darkhold. She’s a valuable ally to
hold: Secrets of the Zhentarim feel strongly that traitors and a dangerous enemy to those who
it needed updating. This new history empowers don’t know what lies in her heart.
Ashemmi beyond her origin, as she now retains
agency, power, and purpose within Darkhold, Secret. Only a few trusted Harpers know of
rather than being relegated to a lover to Semem- Ashemmi’s status as a spy—for her own protec-
mon and a victim of Manshoon’s magic. Ashem- tion, even some of the highest-ranking Harpers
mi’s status as a current spy and the power she see her as an enemy. There’s no telling what
wields in Darkhold are rife with plot hooks. Your secrets the Zhentarim can pry from a cap-
players can make either a dangerous enemy or tured Harper.
a hidden ally within Darkhold if they play their
cards right. She had a vicious encounter with Laeral Sil-
verhand, escaping with her life and a deep scar
on her chest. Laeral—Khelben’s wife before
his death—has sworn vengeance against Ash-
emmi, unaware that she’s a hidden ally placed
there by Khelben himself. Ashemmi keeps up

Chapter 2: The Zhentarim 29

the pretense, silently nursing the twisted scar most fortified forces, from the fortress town
that Laeral left her. Ashemmi is certain that Yûlash to the looming Dragonspear Castle.
Khelben’s lingering spirit sees this silence as The warriors of Storm Watch, though they act
a betrayal. as Pereghost’s personal guard, are loyal first
and foremost to Battle Captain Darkwind.
While she clashes frequently with the martial
sides of Darkhold, she holds particular fond- While Riviar remains steadfast in service
ness for her pupils and would see them safe to the Pereghost, she is a woman of opportu-
before all others. She watches for Zhentarim nity. Should he fall, she plans to seize control
wizards that are critical of the faction’s darker of Darkhold’s armed forces, have her rivals
methods, hoping to take one as an ally within assassinated, and lead the Black Network into a
Darkhold—but hesitant to do so until the right formidable era of eminence.
one rises and it’s worth the risk.
Appearance. Riviar is a stark silhouette of
Riviar Darkwind musculature and presence. She has dark skin
and tightly curled black hair, cropped short and
Banefist, Battle Captain of the Storm Watch out of the way. Her armor is worn and stained
Born in a humble town to a mining family, with many battles’ blood, the front and back of
Riviar Darkwind lived a normal child’s life it bearing the black symbol of Bane. She has no
under a pleasant—if spineless—city lord. When small amount of scars after serving so long as
opposing conquerors threatened the town for the Banefist and Battle Captain, and her dark
control of its mineral resources, the fledgling eyes are said to wield blades with so much as a
lord cowed to their demands, letting his town glance. She is both the coals of devotion and the
become overrun and standing aside as people unyielding mountain of leadership—intent and
were killed in the ensuing squabbles. As Riviar watchful, but with a gaze that burns with fire.
watched the brigands overrun the streets while
the simpering lord took refuge, she swore What She Wants. Riviar claws after glory
to uphold one code from that day forward: and power—she sees the vast potential of the
strength at any cost. Black Network and knows they can do far more
to strike down forces of good. Her discussions
It is little wonder that she now reigns as one are rich with quotes from the teachings of the
of Darkhold’s most formidable warriors. Orthodox Banites, particularly around weap-
onizing fear. But of all Bane’s teachings, she
As Banefist over Darkhold’s military forces idealizes two most of all: ambition and control.
and Battle Captain of the Storm Watch, Riv- She will never be caught weak again.
iar’s strength and vigor are second to none.
The Storm Watch comprises Darkhold’s most She hopes to see Darkhold’s martial fight-
elite warriors, drilled and trained by Riviar ers replace its wizards in terms of influence.
into a fearsome force to be reckoned with. In her eyes, following the spellcasters over its
The Watch’s steel has cleaved against Faerûn’s unrivaled warriors does the Black Network a
disservice. Though she sometimes clashes with
Ashemmi in pursuit of that end, the two have a
measured respect for each other.

Secret. Those who survive the throes of
Darkhold long enough are starting to whisper
that Riviar has not aged in the century that she
has led its forces. She has served as the leader
of the Storm Watch since as early as 1370, and
yet the human woman is as youthful and strong
as ever. What has she traded for ambition…?

30 Chapter 2: The Zhentarim

Operations Mercenaries For Hire

The Zhentarim make most of their daily coin Zhent mercenaries can provide a variety of
from legitimate operations, such as guarding services. Though they publicly downplay
warehouses, hiring out mercenaries, escorting aggression in favor of what the organization
valuable cargo, and shipping goods between the has coined “dependable guardianship,” Zhents
Inner Sea and the Sword Coast via their cross- primarily act as guards, escorts, and muscle.
country network. Behind the scenes, the organi- Cautious shopkeepers can hire one or two
zation engages in many less respectable deeds, mercenaries for routine security duty, while an
such as theft, espionage, and assassination, ambitious warlord might recruit a modest force
though the leaders staunchly deny any associa- of one hundred or more mercenaries to bolster
tion with such illicit activities. their army for an invasion.

The Zhentarim’s long-term strategy is to Chapter 5 of the Player’s Handbook outlines
make others dependent on their services rules for characters to hire unskilled workers to
through economic pressure, aggressive market accomplish menial tasks such as digging moats,
strategy, and, when all else fails, intimidation. constructing barriers, or tending to errands.
Although they offer discounted prices when The sections that follow provide rules for char-
establishing a new market, the Black Network’s acters to outsource more specialized services to
services are anything but cheap. The organi- the Zhentarim.
zation contains some of Faerûn’s finest sells-
words—scarred veterans willing to impart Hired Hands
their hard-earned wisdom to new recruits. As
reliance on Zhent offerings drives local compe- Like any good mercenary company, the Zhen-
tition out of business, the Black Network slowly tarim’s services are open to all who can afford
raises its prices. them. A well-paid Zhent can serve as a vigilant
guard, provide reinforcement during tense
negotiations, or dutifully complete a mission

Chapter 2: The Zhentarim 31

from a rich adventurer’s ever-growing list of
side quests. However, mercenaries in the Black
Network are just as happy to make an easy
day’s coin on other pursuits, so long as the work
isn’t demeaning.

The Mercenaries for Hire table provides
daily rates for five stat blocks from the Monster
Manual appropriate for Zhentarim mercenaries
of increasing experience. While these rates may
seem cheap, keep in mind that many merce-
naries don’t contract their services for a single
day’s work. More often, Zhents charge by the
week, tenday, or month.

Mercenaries For Hire Cost Per Day Spellcasting Services
2 gp
Challenge Rating Creature 5 gp
1/8 guard 8 gp
1/2 thug 15 gp
1 spy
3 veteran 30 gp
5 gladiator

Spellcasters Spell Level Cost*

Before Manshoon founded the Zhentarim, 1st 10 gp
he assembled a cabal of wizards known as the
Black Cloaks. Mages remained an integral part 2nd 50 gp
of the Zhentarim for hundreds of years. Over
recent decades, the amount of seasoned spell- 3rd 100 gp
casters in the organization has dwindled, but
they can still be hired—for a price. 4th 150 gp

Wherever there is a branch of the Zhentarim 5th 250 gp
or an arm of the church of Bane—and some
are harder to find than others—characters can *d oes not include cost of material components
expect to find at least one Zhent capable of consumed by the spell
casting spells.
In addition to lending their magic to the Black Infiltrators
Network, these wizards and priests of Bane
alike solicit spellcasting services to wealthy Infiltrators aren’t afraid to get their hands
merchants, nobles, and sellswords. dirty and prefer to work alone. These skulking
scoundrels can easily blend in with a crowd or a
At the DM’s discretion, a character can shadow. Whether by trade or necessity, infiltra-
petition a member of the Zhentarim to cast any tors have learned how to slip past security and
cleric or wizard spell ranging from 1st to 5th do their job without raising an alarm or draw-
level, according to the prices on the Spellcast- ing any attention to their employers.
ing Services table. These prices do not include
the cost of any material components consumed The Infiltrators for Hire table displays sug-
in the casting of the spell, for which the spell- gested prices for spies and assassins based
caster must be compensated if the character on the challenge rating (CR) of the target to
can’t supply them. which they are assigned (maximum of 10).
These prices reflect average rates and may
vary depending on the availability of gold in
your campaign. Nobles, warlords, and other
high-profile or dangerous targets could result
in up to twice the cost, at the DM’s discretion.

32 Chapter 2: The Zhentarim

Infiltrators for Hire Risky Business
The more dangerous the work is, the higher the
CR of Target Price in gp Price in gp pay. Dungeon delving, warfare, and other obvi-
(Assassin) (Spy) ous perils often result in higher prices. What, did
10 you think you could just hire a group of guards
≤1 50 40 to march in front of you, triggering all of the
90 traps in the tomb? And you call the Zhentarim
2 200 160 evil? (That’s not a bad idea, though.)
250
3 450 360 The reverse is also true. If you’re hiring a
490 troop of guards to watch your quiet stronghold
4 800 640 for a tenday while you’re off adventuring, they
810 may charge you less than their going rate. This is
5 1250 1000 especially true if you sweeten the pot with com-
fortable living quarters or a well-stocked pantry.
6 1800
and large towns. Spies are cheaper than their
7 2450 assassin counterparts, but they’re also more
prone to failure. For more dangerous targets,
8 3200 it’s wiser to have a spy trail one of the target’s
associates than risk a confrontation they can-
9 4050 not escape.

10 5000 To determine whether the spy is successful,
roll percentile dice and consult the Infiltrator
Assassins. Sometimes you need to take Results table. If the target’s CR is higher than
a life without drawing attention to yourself. 5, subtract 10 × the difference in CR from the
You can avoid the hammer of the law by having result. If the target is a location, such as an
a rock-solid alibi at the time of your target’s establishment or hideout, the DM chooses
untimely demise, but few adventurers can be an applicable creature within the location as
in two places at once. Can’t cast simulacrum? the target of the surveillance. This might be a
Hire an assassin. talkative guard, disgruntled worker, or loud-
mouthed visitor.
To determine whether the assassin is suc-
cessful, roll percentile dice and consult the Infil- Mercantilism
trator Results table. If the target’s CR is higher
than that of the assassin (CR 8), subtract 10 × One of the Zhentarim’s greatest assets is its
the difference in CR from the result. extensive trade network. In addition to the
hundreds of boots marching alongside the valu-
Infiltrator Results able cargo of nervous merchants, the Zhenta-
rim maintains its own fleet of trade caravans.
d100 Result Over the past century, the Zhentarim have
also begun mass-producing crates, kegs, and
01–10 The infiltrator is captured or killed and strongchests built to standardized specifica-
fails to complete the job. They reveal all tions. These containers are easy to pack, store,
they know about their employer in an and transport, allowing the Black Network to
effort to preserve their own life. leverage its network into a country-wide ship-
ping network with a reputation for speed, low
11–20 The infiltrator is captured or killed and rates, and reliability. Regardless of their private
fails to complete the job. opinions of the Zhentarim’s morality and aims,
an increasing market share of folks throughout
21–30 The infiltrator fails to complete the job the Realms are coming to rely on the Black
and barely escapes with their life. Network’s shipping services.

31–40 The infiltrator completes the job, but 33
they are killed or captured in the process.

41–90 The infiltrator successfully com-
pletes the job.

91–100 The infiltrator successfully completes
the job. It proves so easy that they
refund their employer 10 percent of
their payment.

Spies. It doesn’t always have to end in blood-
shed. Sometimes you just need to collect intel
while keeping a low profile. Spies do their best
work in densely populated areas, such as cities

Chapter 2: The Zhentarim

To support this network, the Zhentarim is properties—inns, warehouses, and tenement
building a series of fenced, well-guarded ware- houses—whose landlords are financially strug-
houses in every location in which they operate. gling. Then Zhent agents lean on said owners
Though the practice is well within the organi- to hire Zhentarim mercenaries for guard and
zation’s purview given its existing operations escort duty. In return, the Zhentarim gain a
and competencies, some worry the practice is “safe house” where they can store contraband
not entirely legitimate. After all, such a network or lay low, hiding behind innocent, reputable
is the perfect vector for smuggling illicit sub- business owners when the law comes knock-
stances, highly regulated goods, and wanted ing. Money flows up the chain of command
criminals under the nose of the law. to brilliant accountants, who then distribute
the money into appropriate endeavors under
Getting Paid the direction of the Pereghost and the Zhen-
tarim’s most trusted financial advisors. The
Money making within the Zhentarim is a consequences for stealing from the organiza-
combination of legal activities—the previously tion don’t need to be plainly stated—everyone
discussed trade caravans, shipping, and the knows that those foolish enough to betray the
hiring of mercenaries—along with illicit or Black Network don’t exactly enjoy a comfortable
taboo practices. A struggling branch may pose retirement.
as brigands to delay and harry rival caravans
or to make their guard service a more attrac- Thieves’ Cant
tive option in otherwise safe territory. Even
Zhents who solely operate within the letter of Used throughout the Realms, the duplicitous
the law pursue aggressive economic strategies language of thieves’ cant has taken many forms,
that would make an up-and-coming merchant’s hiding coded phrases and meanings in innocu-
stomach turn. ous conversations. In the regional variety used
by the Black Network, an invitation to dinner is
The organization also enjoys profits from far more than that—anywhere from a lovingly
establishments, whether through direct earn- simmered congratulations to an over-seasoned
ings or costs saved elsewhere. Their newest death threat.
angle is to invest in urban and strategic waystop
Speaking Thieves’ Cant

This section presents a short system that allows
a player who is playing a rogue to communicate

Joining the Family
Membership within the Zhentarim is the least of
the organization’s concerns. Under the leader-
ship of the Pereghost, mercenary recruitment is
at an all-time high, and the Zhentarim’s troubled
reputation has somewhat faded into history. Fur-
thermore, with the resurgence of Bane and an
exarch and Chosen at the Black Network’s helm,
it can count on the church of Bane to assist
whenever necessary.

But not everyone joins the Black Network by
choice. The Zhentarim often widen their network
by holding others to ransom for their services.
Merchants are intimidated into paying protec-
tion money to Zhent thugs, while a warlord who
uses a Zhentarim force to storm a keep may find
themselves ransomed by the very forces they
commanded once the coin runs out.

34 Chapter 2: The Zhentarim

with their Dungeon Master in code, as if they Cant Meaning
were speaking in the thieves’ cant used by the Zhentarim
Zhentarim. “Sssup?” Xanathar’s Guild

Two sample conversations found at the end “It’s good to see you.” Arcane Brotherhood
of the section show how the dialogue can flow (with a wink) Assassin
to convey plenty of information in just a few Arsonist
exchanges. “How you been, bro?” Fabricator
Fence
Greetings “Hey, boo!” Spy

When a stranger approaches the party rogue, “What’s cookin’?” Enforcer
they act, truthfully or not, as an old friend,
identifying themselves with a short greeting. “Can you spare a pen?” Smuggler
These playful lines from pop culture are a quick Political liaison
and recognizable way to start a conversation “Howdy, neighbor!” Noble’s liaison
identified as thieves’ cant, but you are encour-
aged to substitute in-world lines in their stead “Aren’t you a sight
if preferred. for sore eyes?”

“Look what the cat
dragged in!”

“Ahoy, matey!”

“’Ello, guvnah!”

“Top of tha’
mornin’ to ya!”

Situation

The contact then invites them to a large meal

related to a grand celebration of an imagined

relative. The nature of the celebration reveals

the main intended meaning of the message.

Cant Meaning

Wedding You’re wanted for a job.

Date/Appointment You messed up and
they want to see you.

Anniversary You owe someone and
they’ve come to collect.

Birthday You’ve done good
work and there’s a
reward for you.

Urgency

The contact tells them when the dinner is

being held, followed by an affirmation of attend-

ance. The length of time is not so important

as the affirmation, which conveys urgency and

requirement.

Cant Meaning

Will I see you there? Low urgency

Can I count on your Medium urgency
attendance?

I’m not taking “no” Go or you’re gonna die
for an answer!

Chapter 2: The Zhentarim 35

The Meal Cant Meaning
Steak medallions Noble estate
This is where the contact cuts to the heart of Pork belly Government office
Roasted vegetables Shop
the message. They discuss the dinner casually, Gem salad with lemon Bank
vinaigrette
using a series of courses and descriptions to Beer-battered onions Inn/tavern
Scallops Guild hall
pass on the coded message. Baked potatoes Dungeon
Crab legs Stronghold
Appetizer Casserole Ask me later

The appetizer course identifies the sender

of the message.

Cant Meaning

Caviar Guildmaster

Foie gras Guild member of
higher rank

Dumplings Guild member of equal Dessert
or lower rank
Should the contact be so bold as to identify a
Bread and butter A regular client
dessert, it means they have a particular way

Pain au chocolat An anonymous client they want the job handled. There is little more

Hand pies Someone untrustworthy satisfying than just desserts.

Deviled eggs Member of rival guild Cant Meaning

Sautéed shrimp Noble Frozen cream Discreetly

Pigs in a blanket Politician Raisin cookies Frame someone else

Poached dragon eggs Sovereign Flaming rum cake Make a scene of it

First Course Ambrosia salad Make it look like
an accident

The first course may not be described. If it Braised pears Slowly and painfully

is, however, it’s asking for a particular action Any other fruit It doesn’t matter;
just get it done
to be taken.

Cant Meaning Prying for Information

Shish kabob Assassination

Escargot Collect a payment Over time, further questions developed, allow-

Oysters Spying ing Zhentarim agents to ask their contact clari-

Cordon bleu Smuggling fying questions. Player characters can use the

Stuffed mushrooms Theft following lines of inquiry to wine and dine the

contact for more information on their mission.

Second Course “Can I Bring a Side?”

The second course identifies the location of the Asking to bring a side is an inquiry on the
job or meeting by describing the locale of the
main dish. The meat is not important, but the danger involved. The contact’s response is an
city is—a braised Waterdeep roast indicates the
job is in Waterdeep, but it is the sides men- indication of how prepared to be for trouble.
tioned that add specificity.
Cant Meaning

Salad An easy job

Stewed vegetables Take some caution

Glazed nuts Expect difficulties

“Sure. Actually, there Your best preparations
will be a crowd—bring are required
an entrée!”

36 Chapter 2: The Zhentarim

“What Will There Be to Drink?” a coded word for the building, and the district
is how many days from now.
Asking about the drink is asking about pay-
“Address it to 22 Fairhaven Lane in the third
ment. The more luxurious the drink, the more district of Neverwinter” means to meet three
days from now at the known safe house in
the payout is. Neverwinter at 10:00 PM.

Cant Meaning

Water No payment Cant Meaning

Mead A small payment Fairhaven Lane Safe house

White wine A medium payment Sapphire Way Client’s home

Red wine A large payment Paradise Boulevard Tavern

Cognac A significant payment Kings Avenue Guildhouse

“I Do Hope Your Family Doesn’t Anchorage Road Docks
Overcook Their Beef.”
Planeview Path Outside town
Pressing about the quality of the meal is a sure
“Oh, and One More Thing…”
way to express displeasure with the sender of

the message. A place to tuck in last-minute warnings.

Cant Meaning The Zhentarim always liked a touch of maca-

Salty “I’ll do it, but I’m not bre humor, after all.
happy about it.”
Cant Meaning

Burnt “I can’t trust the sender “I hear there’s going to It’s going to be a
to keep their word.”
be a clown.” bloodbath.

Undercooked “This seems “They have the cutest Watch out for monsters
poorly planned.”
little dog.” or guard dogs.

Bitter “I deserve more gold “They’re something They’re a spellcaster.
for this.” of a shut-in. Try not to
spook them.”
“Am I Sitting Next to…?”
“Bring an umbrella. They have
This question can be used to pry a name out I think it might rain.” ranged guards.

of the contact. If the contact points out a guest “I hear they love They have fire
spicy food.” resistance.
of honor, that person is to be protected. If they

apologize for who you’re sitting next to, well… “Bards will sing of this There will be a lot of

that person needs to be removed. Sometimes for decades.” eyes on you.

terms are used instead of a name—“No, they “They’re trying to Their allies will come

won’t be there, but Aunt Evina is quite the marry off their child—if after you.

troublemaker” can mean “your target is a rival you’re looking.”

guild member.”

Cant Meaning “Do not drink It will be trapped.
their punch.”
Your chatty cousin A diplomat
“Don’t wear red; it’ll A rival faction will be
The old windbag A politician clash horribly.” working against you.

One of your old mates A fellow guild member “Did I forget to men- They know
tion you’re the guest you’re coming.
A troublemaker A rival guild member of honor?”

Our eminent host A sovereign

“Where Can I Send a Gift?” “It’s a black-tie event.” They know your face.
Wear a disguise.
If the conversation requires the exchange of
more information, key resources, or a prepay-
ment, then the rogue may inquire about send-
ing a gift for the celebration. The contact then
replies with the meeting place—the house
number is the time to meet, the street name is

Chapter 2: The Zhentarim 37

Sample Conversations

The following conversations provide examples of how a conversation
might be conducted in thieves’ cant, followed by its Common translation.

Conversation 1

Speaker Thieves’ Cant Common

Zhentarim contact “Heyyy, sssup, how long has it been?! It’s good “I’m from the Zhentarim.”
to see you!”

Player character “A while, hasn’t it? Likewise, my friend, likewise.” “As am I.”

Zhentarim contact “Listen, my sister is getting married—just this week- “I have a job for you of
end, gods scorn her and her impatience. We’re hav- medium urgency.”
ing dinner the evening before, and she insisted you
attend. We can count on your attendance, I’m sure.”

Player character “Well, that depends on what you’re serving to drink, “That depends on the pay.”
my friend.”

Zhentarim contact “Red wine, of course; what do you take us for? “High pay. The guildmas-
With caviar to start the meal and shish kabobs ter wants you to assassi-
to follow.” nate someone.”

Player character “Hearty indeed. Ought I bright a side?” “How dangerous will it be?”

Zhentarim contact “Bring an entrée, with how many people she’s “Come prepared for the worst.
invited. You should see the menu. Roast duck It’s [name of an NPC] in Phan-
straight from Phandalin and raisin cookies. Luckily, dalin and the guildmaster wants
you’re at the high table—you’ll be seated next to someone framed.”
[name of an NPC].”

Player character “No expense spared for your sister, I see. Ha! “I’m going to need a higher
Sword Coast wine is particularly bitter, though.” payment for that.”

Zhentarim contact “Well—we don’t bring out the cognac for “You and everyone else.”
just anyone.”

Conversation 2

Speaker Thieves’ Cant Common
“I’m the enforcer.”
Zhentarim contact “Well, well, look what the cat dragged in.
You’re looking good.” “…Go on.”
“You botched that last job and
Player character “The same to you.” my lord is incensed. He wants to
meet with you—immediately.”
Zhentarim contact “I’m keeping busy. I wanted to reach out because
my uncle got appointed to a council seat, and we’re “That badly?”
having a banquet tomorrow night. You were always a “Correct. You will meet him at
favorite of his, so he ordered sautéed shrimp for an his estate in Neverwinter.”
appetizer. He’s not taking ‘no’ for an answer.”
“Fine, but this is hardly
Player character “He’s not, is he?” necessary.”
“You should have done the
Zhentarim contact “Indeed. We’ll be having roasted Neverwinter duck job right, then. Don’t you dare
breasts as a main course, with steak medallions on try to run.”
the side.”

Player character “I hope your uncle’s chefs hold off on the salt
this time.”

Zhentarim contact “You’ve always had a delicate palette.
Don’t be late, alright?”

38 Chapter 2: The Zhentarim

39

CHAPTER 3

SUNSET VALE

To most people, the towns of Sunset and the Moonsea. But most of the wealth in
Vale seem like islands of civilization in a landscape of the area comes from the rich mineral deposits
rolling wilderness and legions of monsters. This is a great found here. Iron and copper are most common,
exaggeration. Indeed, there may be more dangers within though gold, silver, and precious stones have
the town walls of Sunset Vale than without. also been unearthed. Weapons and armor flow
from the smithies of Hill’s Edge, and these also
—Volothamp Geddarm bring ample coin to the region.

D Factions
arkhold’s nearest neighbor is Sunset
Vale, a bucolic and mineral-rich region The Zhentarim have ruled Darkhold for nearly
that lies in the middle of the Heart- 200 years and, for all that time, have sought to
lands between the kingdoms of Elturgard and dominate the independently minded peoples of
Cormyr. The area is sometimes called “The Sunset Vale. However, there are other factions
Anvil of the Heartlands” due to the impressive with an interest in this area, and some of them
volume of weapons and armor that it exports. are very powerful.
The Zhentarim have long wished to dominate
Sunset Vale, partly to ensure the security of Cult of the Dragon
their great stronghold, and partly to exploit the
abundant natural resources found here. The Cult of the Dragon has existed for centu-
ries and is well-known (and much despised)
Climate throughout Faerûn. The objectives of the Cult
have changed over the years, with its most
Sunset Vale enjoys heavy rainfall throughout recent scheme involving an attempt to sum-
the year, giving rise to verdant grasslands, thick mon the dragon-goddess Tiamat into the world.
forests, and prosperous farms. The summers This ritual took place at the Well of Dragons, an
are warm and humid while the winters are extinct volcano at the northern edge of the Sun-
wet and only moderately cold. Snow is rare but set Mountains. The summoning was thwarted
not unknown. by a group of brave adventurers who smashed
the Cult leadership in the process. Members of
Settlements the Cult fled the Well of Dragons, a number of
survivors settling in Sunset Vale. Though weak
There are two cities on the southern edge of the and demoralized, they are beginning to organ-
Vale, Berdusk and Iriaebor, and a smaller city ize again, and some hope to turn the Vale into
in the north, Hill’s Edge. There are also several a new base of power.
towns and villages along the Dusk Road, which
is the region’s major thoroughfare, including Elturgard
Asbravn, Hluthvar, Corm Orp, and Hardbuck-
ler. These settlements are discussed later in After the Zhentarim, the greatest threat to the
this section. independence of Sunset Vale is likely Eltur-
gard, the powerful theocracy that lies on the
Commerce other side of the Reaching River. The official
religion prescribes the worship of Torm, and
Due to the region’s excellent climate and soil, many Elturions believe in vigorous proselyti-
numerous grain, fruit, and livestock farms are zation. Using various excuses, Elturgard has
scattered all over the Vale. The Dusk Road annexed several large cities over the preceding
holds a steady stream of merchant traffic, some decades, and many of her citizens see national
headed over the Far Hills to the Dalelands expansion as a holy duty. One of these cities,
Berdusk, lies on the southern edge of the Vale,
40 which has made many in the Vale nervous.

Chapter 3: Sunset Vale

Recent troubles in the capital, Elturel (see Bal- Population: 1,800 (78% humans,
dur’s Gate: Descent into Avernus), have largely 15% halflings, 7% dwarves)
stymied Elturgard’s imperial ambitions, but it
is still common to meet Elturion priests in the Government: The local magistrate is elected
Vale, preaching the word of Torm. every five years and is responsible for gov-
erning the town. The current officeholder is
Harpers Luwana Frostmel, a courteous human noble.

This clandestine network of spellcasters and Defense: A volunteer militia called the Rid-
spies upholds the weak and resists the oppres- ers in Red Cloaks defends this unwalled
sor wherever they can be found. There are town and helps the magistrate keep the
many Harper agents in Sunset Vale, spying on peace. The militia currently has one hundred
the Zhentarim and subtly working to restrain mounted guards, led by a principled dwarf
their power. veteran named Brottor Battletrae, who rides
a giant ram.
Red Wizards
Commerce: Asbravn is a market hub for the
The Red Wizards are the ruling class of the farmers of the southern Vale, with produce
distant and dismal land of Thay. They have merchants coming here from Hluthvar, Ber-
sought to realize their imperial ambitions in the dusk, Iriaebor, and Darkhold. There are
Western Heartlands for many years and see the a good number of prospectors in town as
Sunset Vale as a useful staging point. There well, most looking for gold and silver in the
are several Red Wizards stationed here, usually nearby hills.
operating alone, and always in disguise.
Religion: A temple to Ilmater and shrines to
Other Factions Lliira, Lathander, and Waukeen can all be
found here.
Sembia, Amn, Cormyr, the Lord’s Alliance,
and the Order of the Gauntlet all have “eyes” in Factions: Luwana Frostmel is in the pay of
the Vale. They are interested in the activities of the Zhentarim, while Brottor Battletrae is
the Zhentarim, but they also wish to track the a  worshipper of Torm whose sympathies
export of iron and weapons from this area. lie with Elturgard. The priest of Lathander,
a halfling named Euphemia Wildcloak, is a
Places Harper agent. A local human mage named
Fyn Flamelink is a Red Wizard in disguise.
Stretching 300 miles from north to south and
100 miles from east to west, Sunset Vale is Adventures in Asbravn
bordered by Skull Gorge to the north, the River
Reaching to the west, the River Chionthar to Factional strife and heavy traffic mean this
the south, and the Sunset Mountains to the small town sees more than its fair share
east. Following are its key settlements and of action.
other places of interest.
Fort Massacre. Brottor Battletrae is build-
Asbravn ing a small wooden fortress on the edge of the
Reaching Woods to protect the local farms. He
Lying in a small valley at the intersection of hires the characters to help guard the con-
the Dusk Road and the Udon Trail, Asbravn is struction site. After fighting off two waves of
a thriving—and occasionally raucous—market goblin attacks, the characters venture into the
town. Travelers can find all manner of useful woods to destroy the goblin lair. There, they
artisans here, including carpenters, wheel- find evidence hinting that Magistrate Luwana
wrights, blacksmiths, and the like. The Tank- Frostmel may have been communicating with
ard and Sheaf is the most reputable tavern in the goblins.
town, while the Board Laid Bare is the most
popular inn. Better Dead than Red. The Zhentarim
discover that Fyn Flamelink is a Red Wizard,
Chapter 3: Sunset Vale and they direct the characters to kill him with-
out drawing the attention of the authorities.
The characters find that Fyn’s cottage sits atop
an underground lair, defended by traps and
elementals. In the final showdown, Fyn demon-
strates how hard it is to kill a Red Wizard.

41

Berdusk Religion: Berdusk has shrines to all major gods
and temples dedicated to Helm, Milil, Oghma,
The wealthy city of Berdusk is often called the Deneir, and Torm.
Jewel of the Vale. It lies on the Uldon Trail
where it crosses the River Chionthar. This city Factions: Hidden within the Temple of
of cobbled streets, tall stone buildings, and Deneir is Twilight Hall, the headquarters
roofs of tile and metal has an overabundance of for all Harper activity in the Western Heart-
warehouses and craft shops. The city’s numer- lands. The leader of the Harpers is an elven
ous taverns and inns include Memblar’s Min- enchanter named Quillathe Rothenel. There
strelry, the Flourished Flag, and the Sign of the are many Zhentarim agents in the city, led by
Silver Sword. Jasper Littlefoot, a cautious halfling spy. The
leader of the temple of Torm is an aggres-
Population: 20,800 (72% humans, sive war priest named Mander Skaye, who
12% halflings, 6% half-elves, is determined to extend the borders of Eltur-
4% half-orcs, 4% dwarves, 2% elves) gard. Meanwhile, the noble houses of Calan-
thal, Hardomeir, Myrmrast, Qarlagast, and
Government: Over the past century, a local Spaeruthal squabble among themselves, each
nobility has grown up in the city, comprising determined to appoint the next city ruler, while
about twenty wealthy families known as the suppressing the influence of local trade guilds.
“First Folk,” who appoint a ruling High
Lord or High Lady from among their
number. The current officeholder is a
wise and popular human noble named
Lashantha Duarn who has sworn an
oath of fealty to the nation of Eltur-
gard, but secretly takes her advice
from the Harpers.

Defense: A professional force of
five hundred guards polices the
streets and defends this walled
city from external threats. They
are led by Lamis Chalicescar, a
stern half-elf champion.

Commerce: The city is a pros-
perous trade center with goods
flowing to and from the rest of
the Heartlands, as well as Amn,
Cormyr, the Dalelands, and the
Moonsea. Berdusk is renowned
for its skilled carpentry, smithing,
and crafting, and its exports include
furniture, tools, housewares, draper-
ies, statuettes, lanterns, and small
paintings.

42

Berdusk Adventures Factions: Morrin Stoutbridge is a member of the
Zhentarim and communicates with Darkhold
This bustling port city provides ample opportu- daily via sending stone, describing who has
nities for adventure. traveled through the village. There are several
other Zhentarim here, too. A halfling called
Temple Rats. Jasper Littlefoot approaches Stacee Porridgepot, purportedly a mushroom
the characters and informs them that there is a farmer, is actually a mage and a Harper. Sev-
Harper headquarters hidden within one of Ber- eral humans who recently moved into the area
dusk’s temples. The Zhent offers a large reward are Dragon Cultists. A human priest named
if they can find out which temple it is and learn Fleur Lindvern moved here from Elturel last
how it is defended. Once the characters uncover year, and is trying to win the populace to Torm.
the location of Twilight Hall in the Temple of
Deneir, the Zhentarim ask them to lead a strike
force to wipe it out! The headquarters is well
defended, however, so this is no easy task.

Torm’s Runaway Lovers. Mander Skaye
requests the characters deliver a ransom to free
an acolyte of Torm being held captive by a ban-
dit captain in the Reaching Wood. When the
characters discover the bandit’s hideout in the
Reaching Wood, they discover the bandit is not
holding the acolyte prisoner. Instead, the two
are deeply in love and plan on using the ransom
money to run away together to start a new life.

Corm Orp 43

Travelers through this tiny hamlet see little
more than a few houses, a public pump, and
lots of paddocks. The only building of note is
the Hungry Halfling, a sprawling inn on the
main road.

Population: 350 (82% halflings, 18% humans)
Government: The village is led by a mayor who

is elected every four years. The current office-
holder is an agreeable halfling scout called
Morrin Stoutbridge.
Defense: A volunteer militia of twenty scouts
protects the village, identifiable by green felt
strips worn on their right arms.
Commerce: The local farmers sell their abun-
dant produce across the Vale; their hogs and
mushrooms are especially well regarded.
Religion: A simple shrine to Yondalla is the
only religious house in this village.

Chapter 3: Sunset Vale

Corm Orp Adventures Dusk Road

The heavy presence of the Zhentarim means The Dusk Road is the main thoroughfare in
that trouble is never far away in Corm Orp. the Sunset Vale. Commencing at Iriaebor, it
winds through most of the settlements in the
The Mayor’s Stone. One morning in the Vale before swinging west into Elturgard, then
Hungry Halfling, the characters spot Morrin finally terminating at Elturel. The Zhentarim
Stoutbridge drinking a little too much ale alone send frequent patrols up and down the road,
in the corner. As he gets up to leave, a sending purportedly to ensure the safety of the caravans
stone falls onto the floor and rolls toward the that supply Darkhold.
characters. If the characters pick it up, they
receive a message from Darkhold meant for If traveling on the Dusk Road, roll on the
Morrin, instructing him to report on the actions following encounter table twice per day.
of the party! The next day, Morrin angrily
searches the town for the stone and arrests Dusk Road Encounters
anyone in possession of it.
d20 Encounter
Strange Mushrooms. The characters over- 1–4 1d4 commoners (merchants)
hear several farmers complaining about 5–10 1d6 commoners (farmers)
“strange mushrooms” growing in a nearby cave. 11–12 2d6 guards (Zhentarim patrol)
The farmers intend to burn the mushrooms the 13 1d4 commoners (prospectors)
following night to ensure they don’t infect their 14 1 priest of Torm
farms. However, the mushrooms in the nearby 15 1d4 scouts (hunting party)
cave are actually curious myconids attempting 16 1 druid
to establish a new colony near the surface. 17 1d4 cultists (Cult of the Dragon)
18 1 knight (from Cormyr or Elturel)
19 1d6+1 bandits
20 1d6+1 goblins (or roll on the Grassland

Encounters table in chapter 2 of Xana-
thar’s Guide to Everything)

From Field Report from the Dusk Road,
by an undisclosed Zhentarim agent



We’ve located the caravan of raw metals headed to
Elturel. The Hell Riders sent their own escort this
time. They must be planning to use the metals to
forge new weapons and armor. It would be a shame
if anything bad happened…

44

Hardbuckler Hardbuckler Adventures

The well-regulated town of Hardbuckler is a There is no safer place in the Vale—unless
testament to gnomish ingenuity and industri- you’re trying to break into one of their vaults.
ousness. There is no safer place in the Vale,
making it a favored stopover for merchants and Cimber Heist. Betali Formel offers the char-
other travelers. The town has no inns, but many acters a substantial reward to attempt a daring
of the gnome residents have set their homes heist targeting a vault belonging to none other
up as guest houses, with lodging charged at a than Artus Cimber (see Tomb of Annihilation
premium. Ale and wine are expensive, priced to for more information). The vault is guarded by
discourage overindulgence. many traps and constructs. All the while, Shale
Ironfist lurks in the shadows, waiting to steal
Population: 2,100 (89% gnomes, 9% humans, whatever the characters find inside.
2% dwarves)
The Jealous Tinkerer. A gnome tinkerer
Government: A council of nine gnome elders named Piddly Wisk is found dead in their home.
governs the town, of whom a thoughtful priest Roman Threeshade asks the characters to help
named Tana Humplebumple is most likely to investigate this matter since the town watch is
deal with outsiders. spread thin. This investigation leads the
characters to the clockwork factory owned by
Defense: Hardbuckler is heavily defended, Diddly Wisk, the deceased gnome’s kin. Inside
with thick stone walls and powerful ballistas the factory, they uncover a story of jealousy and
poking out from behind sturdy battlements. betrayal as they confront the murderer,
The town watch consists of fifty professional Diddly Wisk, who is defended by several
guards, led by a cantankerous human knight magical constructs.
named Roman Threeshade.

Commerce: Small factories produce a variety
of useful gadgets for export, including much-
in-demand locks. However, the major indus-
try in town is storage. There are hundreds
of highly secure vaults beneath the streets
of Hardbuckler, and folk from all over the
Realms store valuables here.

Religion: The town has a palatial underground
temple dedicated to Garl Glittergold. Though
not exactly a secret, the temple is usually not
mentioned to outsiders.

Factions: The town’s venerable elder wizard,
an eccentric gnome conjurer called Aldiber
Inchtarwurn, is a Harper. Shale Ironfist is an
amiable dwarf spy and a Zhentarim. There
is also a Red Wizard in town, a human mage
called Betali Formel.

45

Hill’s Edge turns violent. Amidst the ensuing chaos, the
characters witness an arrow strike General
Broad cobbled streets, sturdy stone buildings, Volen, mortally wounding her. The characters
and hulking warehouses greet those visiting have a few moments to act before the General
this boisterous mining city. Inns and taverns dies in the streets. Upon helping her, they dis-
are plentiful, including the Dancing Bear, the cern that the arrow was poisoned, and further
Scarlet Stag, and the Worried Wyvern. clues point to the culprit being Jayde Anwich,
the Zhentarim assassin.
Population: 7,300 (58% humans, 25% dwarves,
9% halflings, 5% half-orcs, 3% half-elves) Caravan to Berdusk. High Mayor Andegor
Fairborn asks the characters to escort a valu-
Government: The city is ruled by an elected able caravan of weapons and armor to Berdusk.
High Mayor who serves a three-year term. The characters are later approached by Jayde
The current officeholder is an obstinate Anwich, who offers them a large reward if they
human mage named Andegor Fairborn. He is bring the caravan to a halt at a certain point
advised by the Trades Council, comprising the on the Dusk Road, allowing Zhentarim agents
heads of the local trade guilds. to stealthily pilfer the goods. If the characters
refuse, a group of Zhentarim soldier neverthe-
Defense: High stone walls surround Hill’s less ambushes the caravan on its journey
Edge, which boasts a professional city guard to Berdusk.
known as the Iron Spears. This is composed
of 150 guards, twenty-five scouts, and five vet- Hluthvar
erans. The Iron Spears are led by a taciturn
half-orc champion called General Volen, who One visitor described Hluthvar as “Gray walls,
personally patrols the city streets every night, gray streets, gray people,” and the assessment
breaking up the ubiquitous tavern brawls. is not unjust. Lying on an important crossroads
within a two-day march of Darkhold, this forti-
Commerce: The city was built on the back of fied town serves as an important restraint on
rich iron deposits in the local area, and min- Zhentarim ambitions in the region. There are
ing remains the most important industry. no inns, taverns, or festhalls here, but travelers
Hill’s Edge is also renowned for its weapon- can find lodging in the dormitory attached to
smiths and armorers, and the city exports the temple of Helm.
an impressive volume of martial goods to the
outside world.

Religion: There are temples to Liira, Cyric,
and Torm, as well as shrines to Tempus,
Shinare, Tymora, and Moradin.

Factions: The High Mayor is a Harper and
actively works to thwart the influence of Dark-
hold in the Vale. There are many Zhentarim in
the city, the most senior being Jayde Anwich, a
coldhearted human assassin and head of the
Miner’s Union. The temple of Torm has strong
links to Elturgard, a large group of refugee
Dragon Cultists have settled in the city, and
there are several Red Wizards active here. The
city’s reputation as a weapon’s manufacturer
means all of the surrounding powers have
agents there, keeping an eye on where the
tools of war are headed.

Hill’s Edge Adventures

There is plenty of adventure to be had in this
small but prosperous city.

The Assassination of General Volen.
A petty dispute between rival mining crews

46 Chapter 3: Sunset Vale

Population: 3,600 (81% humans, 9% dwarves, The Army of Helm. Maurandyr experiences
6% halflings, 3% half-orcs, 1% half-elves) a vision of Hluthvar in flames and ruins. Ever
watchful and vigilant, Maurandyr conscripts
Government: For well over a century, this every adult to prepare to face this coming dan-
large town has been ruled by Maurandyr, ger. He asks the characters to lead and train a
a grim-faced human war priest in the ser- newly formed military unit to ensure the town
vice of Helm, who has magically extended is ready for what lies ahead. Before long, scouts
his lifespan. begin reporting rumors of a hobgoblin legion
marching out of the Reaching Wood toward
Defense: Hluthvar is defended by thick stone Hluthvar. Who is the mastermind behind this
walls topped with stern battlements. The threat—the Zhentarim, the Red Wizards of
standing military force consists of one hun- Thay, or worse yet, a highly capable hobgoblin
dred guards led by Maurandyr with the help warlord hell-bent on conquest?
of three veteran lieutenants. With a few hours
notice, a well-trained militia can be raised, Iriaebor
consisting of three hundred additional guards.
Iriaebor was built atop a rocky ridge with
Commerce: Stiff tolls on passing caravans limited usable land, and so it has grown into
help fund this martial town. There are several a cramped city of narrow streets and lofty
working copper mines in the local hills, a towers. This earned it the nickname “City of
favored destination for gold prospectors. a Thousand Spires,” and it enjoys a friendly
rivalry with Berdusk for the title of the first city
Religion: A large temple dedicated to Helm is of the Vale.
the only religious house permitted in town.
In recent years, a secret shrine to Tiamat has Population: 18,300 (81% humans,
been established in some old caverns beneath 12% halflings 3% dwarves, 3% half-orcs,
the streets. 1% half-elves)

Factions: Although Darkhold and Hluthvar Government: The ruler of the city, formally
have a formal non-aggression pact, Mauran- known as the High Magistrate, is elected by
dyr has long seen it as his duty to prevent the popular vote of the citizenry. The current ruler
Zhentarim from overrunning the Vale. He is an aggressive human champion named
receives assistance from the Harpers and the Messela Bronson, granddaughter of Bron, one
Order of the Gauntlet, but is not a formal mem- of the revered figures of the city’s past. She is
ber of either organization. Not surprisingly, advised by a council consisting of representa-
the town is full of Zhentarim agents, the most tives of the major merchant houses.
senior being a sadistic halfling master thief
named Callie Wildheart. More recently, a large Defense: This walled city has a large stand-
group of Dragon Cultists have settled in town, ing army called the Shield, which consists of
secretly led by a mesmerizing half-elf warlock 750 guards and ten veterans, led by a dutiful
of the fiend named Enialis Xiloscient. human knight called Rohan Southgreave.

Hluthvar Adventures Commerce: Iriaebor sits at the intersection of
two major trade roads—the Dusk Road head-
Adventures abound in this uninviting ing into the Western Heartlands and the Trade
frontier town. Road heading east into the lands around the

The Cult of the Dragon Rises. Enialis Xilo-
scient accidentally bumps into the characters,
revealing a Cult of the Dragon amulet around
his neck. If the characters follow him, he leaves
town and goes to the nearby Far Hills, where he
meets a young green dragon in its lair. Enia-
lis and the dragon discuss their plan to attack
Hluthvar in five nights, on the anniversary of
the failed summoning of Tiamat. They believe
doing so can strengthen the Cult of the Dragon
in the region.

Chapter 3: Sunset Vale 47

Sea of Fallen Stars. All of its considerable city of Talis lies somewhere deep in the wood,
wealth comes from trade. hiding vast and wonderful treasures.
Religion: The city has temples to Eldath,
Chauntea, Selûne, and Waukeen. There are Reaching Woods Adventures
also several small shrines, including one dedi-
cated to Torm. The daring adventurer finds danger and riches
Factions: All factions are well represented in equal measure in the Reaching Woods.
in this lively cosmopolitan city. Messela has
active connections with both the Harpers and Goblin Raiders. Goblins are raiding cara-
Elturgard. Several leading merchant houses vans along the Dusk Road, but in a more orga-
are openly led by Zhentarim, most notably the nized and efficient manner than usual. If the
house of Evenwood. A Red Wizard named characters explore the Reaching Woods for
Mogor Starangh, an unpleasant human the source, they discover a goblin boss in pos-
abjurer, operates a secret transit house in session of a helm of intellect. This boss and her
the city for Thayan agents heading to the west. minions occupy a fortified cave in the Reaching
The Shadow Knights (see chapter 7) are espe- Woods and are collecting resources for the
cially active here. coming winter.

Iriaebor Adventures Who Let the Gnolls Out? Scouts report an
increase in gnoll sightings near the Reaching
Trouble is never far away on the crowded Woods. Deep in the woods, a gnoll war pact is
streets of Iriaebor. forming, led by a maggot-infested gnoll cultist
of Yeenoghu named Ignar. They are preparing
A Murder in Iriaebor. While the charac- to attack a nearby town and, unless the charac-
ters are walking about the streets of Iriaebor, ters stop them, successfully do so.
they notice two cloaked figures arguing in an
alleyway. One pulls a knife and kills the other Skull Gorge
before disappearing. If the characters investi-
gate, they discover the victim is a Red Wizard The River Reaching runs through this steep,
and uncover the cell of Red Wizards led by narrow gorge that marks the northern border
Mogor Starangh. If the characters track down of Sunset Vale. Orcish and goblinoid tribes live
the murderer, the clues lead them to a Harper here, some of which are aligned to Darkhold.
who claims they were acting in self-defense,
but clues in their abode suggest that might not Skull Gorge Adventures
be the case.
The brave and the foolish both find themselves
Open for Business. A struggling merchant drawn to Skull Gorge.
business approaches the characters, looking
for partners. The business was recently robbed Chapter 3: Sunset Vale
and lost a lot of stock. If the characters step
in, they become part owners of the business,
but the robbers soon strike again. The charac-
ters discover that the robbers are Zhentarim
agents who are running a mafia-style “protec-
tion” scheme. Only a sit-down with the local
Zhentarim leader or brute force can keep the
business safe.

Reaching Woods

This dense, verdant forest is composed of a
variety of deciduous trees and populated by gob-
linoids, centaurs, satyrs, gnolls, elves, and a few
humans. Monsters abound here; gorgons and
hags lurk within, trolls roam the borders, and
all manner of giant fauna, such as owlbears,
prowl the paths. Rumor has it that the ruined

48

Rise of the Orcs. An entire tribe of orcs Well of Dragons
aligned with the Zhentarim mysteriously dis-
appears. An archeologist pays the characters This is the caldera of an extinct volcano at the
to escort them as they investigate this strange northern end of the Sunset Mountains. For mil-
occurrence. At the site of the orcish village, the lennia, dragons have come here to die. Rumor
characters find clues pointing to a betrayal— says that there is an abandoned temple to Tia-
after their tribal leader wanted to break his mat in this place.
allegiance with Darkhold, the Zhentarim slowly
poisoned the orcs. The characters can use this Well of Dragons Adventures
information to unite nearby orcish clans against
the Zhentarim and their evil plots in the region. The promise of dragon hoards has often lured
adventurers to the Well of Dragons. It is not
Illithid Quest. An eccentric mage asks the clear if any have returned.
characters to map out a massive tunnel network
underneath a sinkhole in Skull Gorge. In the Dragon Eggs. Centuries ago, a dying red
tunnel network, they discover an inoperable dragon flew to the Well with three eggs. As she
nautiloid being used as the lair of a mind flayer, perished, she placed her eggs in stasis within
who is secretly controlling the mage. Can the a hidden cube of force. A dragon cultist has
characters escape the mind flayer before it cap- learned the location of the eggs and hires the
tures them? characters to retrieve them. Matters get compli-
cated on the return journey, when the cube fails,
Sunset Mountains one of the eggs hatches, and the newly born
dragon takes a liking to one of the characters.
These lofty granite peaks, home to Darkhold,
mark the eastern border of Sunset Vale. There The Lost Hoard. A gold seeker approaches
are several dwarven mines beneath the slopes, the characters, claiming much of Tiamat’s trea-
though some have been overrun by drow. The sure still remains at the Well of Dragons. If the
Farsea Road is the only relatively safe passage characters travel to the Well of Dragons, they’ll
through the mountain range, and travelers need to confront a series of challenges, traps,
who stray from it are likely to encounter gnolls, and a red dragon to reclaim this lost wealth for
ogres, manticores, wyverns, and giants. themselves.

Sunset Mountain Adventures The Return of Tiamat. The Cult of the
Dragon is slowly reclaiming their lost wealth
A journey into these formidable mountains is and glory in order to attempt a second summon-
likely to prove lethal to all but the most skilled ing of Tiamat at the Well of Dragons. The char-
adventurers. acters overhear rumors regarding this growing
threat. Can they stop the Cult of the Dragon, or
A Lonely Mine. A drunken dwarf informs will they join them and, for a rich reward, help
the characters that they have a map to a long- defeat a rival adventuring party come to stop
lost dwarven mine in the Sunset Mountains. the ritual?
The map is real, and the mine is full of valuable
gems and minerals—but deep in the depths, an
ancient balor slumbers.

The Copper Dragon. A veteran dragon
hunter seeks assistance to hunt down a dragon
in the Sunset Mountains. In reality, the dragon
hunter is a Zhentarim agent who wants to kill a
young copper dragon, for its lair is near a pre-
cious vein of minerals. Do the characters side
with the dragon hunter and earn a substantial
amount of gold, or do they side with the young
copper dragon and earn a valuable ally?

Chapter 3: Sunset Vale 49

50 Map of Darkhold Castle