At the entrance to the city is a set of stairs and a large iron gate. Just past the gate, inside the city, is a large and winding maze aimed to slow down any would-be invaders. The city itself consisted of many cavern chambers connected by winding tunnels. The city's appearance is organic, carved smoothly into the stone. Many buildings appear as simple piles of rocks but are in fact masterfully carved to appear so. Like all cities, it has a marketplace, taverns, and religious buildings. Talented negotiators, the Gnomes mediated between the Elves and Dwarves to maintain peace. The city sits upon a series of low bluffs looking over the High Trail. This commanding view gives them a good opportunity to defend against the regular orc and goblinoid raids. There are a number of shrines dedicated to several gnomish, dwarven, and elven deities. There are rich coal, copper and iron deposits in the area. It is the largest Gnome city left. The city has a proportionately large population of bards, wizards, alchemists and artists, and the Gnomish need for new experiences guarantees that the look of Avertine is undergoing constant modification.

Technology: 4

Culture: Benevolent, more tolerant than standard but still with some violence.

Government: Guild council

Population: 2,125,000 Gnomes

Many of Chak-ch'tka’s buildings and monuments are ancient, but while many old cities are built upon the refinement and expansion of a style, this city is built upon change, upon necessity, upon the mixture of many styles, both ancient and modern. The city’s districts have their own overall styles, defined by the inhabitants and their occupations, but the districts are still a mishmash of new buildings amid, and atop, the old. Even with the city’s chaos of architectural styles, its districts have common features.

Chak-ch'tka is full of broken pillars of various degrees of antiquity, though few remain standing. Those that do are significant landmarks. These snapped-off columns once supported the roofs of giants’ dwellings or decorated the outsides of their temples. Now they serve other purposes. Some have been turned into watchtowers, helpful in spotting fires and directing firefighting efforts. Others have become so encrusted with ropes and ramshackle dwellings that they resemble a rock covered in mussels.

Scattered around the city are twelve stone rings, each radiating an aura of moderate illusion magic. About once a month, a programmed image appears at night in the centre of one of the circles. Sometimes the image is lovely, and sometimes a long-dead giant appears, whose name and history are no longer known. Other times these illusions are disturbing, showing images that people believe to be forewarnings. Chak-ch'tka is filled with fragments of ancient magic, over the centuries, enterprising artificers have used the retain essence ability to try to tap into the power of these objects. This is a mistake. An artificer who taps into this energy immediately takes 4D6 points of damage and must save or fall unconscious for 1 hour.

Many of the homes in Chak-ch'tka look temporary: tents, huts, and shacks that seem as if they were thrown together on a whim. Visitors are surprised to discover that many of these driftwood huts and canvas tents have been handed down from generation to generation. Especially in the poorer districts, the city has a culture of making do, patching up, and never throwing something useful away. This applies as much to buildings as it does to pots and pans, clothing, and other items. Old rowboats are built into roofs to keep the rain out, and tents are patched, stitched, and
layered over and over until they are as thick as a wall. A building that was once a temple to a forgotten deity might be turned into a brewery and then a storehouse, and finally the brewing vats might be capped off with conical roofs and turned into houses, surrounded by the temple ruins. Nothing is wasted: driftwood, canvas, hide, whalebone,
flotsam, and stone. The people of Chak-ch'tka show endless ingenuity in their use of materials that would be rubbish in other cities.

The ancient city’s decline and the organic, unplanned development of its successors have turned the streets into a tangle, which changes with every wave of immigrants, every flood, and every fire. The city is further reconfigured by the occasional collapse of sewers, tunnels, and caves beneath it. Getting lost is easy, especially in the residential districts where the layout is far more complicated than the city’s population would suggest. The ancient city’s visible ruins were once important buildings or monuments. Many were protected by magic and have therefore weathered the millennia better than their neighbours. The oldest ruins mark the places where Chak-ch'tka is most stable. Although ancient structures might be hidden beneath newer ones, they endure. In the caverns and tunnels beneath the city, the ruins are less worn and more intact. The undercity’s denizens build around and tunnel through these ruins, ever expanding the city below the city. In the harbour lie the ruins that have been reclaimed by the waves, and full of ancient artifacts. Where the old stone lies the leaders of Chak-ch'tka abide, their palaces and mansions built on the
sturdiest foundations. They draw legitimacy as much from the ruins’ symbols as from might or riches.

This free city is governed by the Thri-Keen queens, a hereditary council formed by the five families that founded Chak-ch'tka. Each family monitors a particular region of the city, and together they oversee most of the city’s industries. A queen wields absolute power within the city, governing both trade and justice. Because the lords balance each other, this power rarely turns into tyranny. All citizens of Chak-ch'tka respect the queens or at least their influence over the Chak-ch'tka Guard. Anyone who knows how to use a sword can try for a place in the Chak-ch'tka Guard. Your past is irrelevant; all that matters is your willingness to forget past loyalties and to serve the queens. Rowdy adventurers and power-crazed spellcasters might not fear the Chak-ch'tka Guard, but the city has
a second line of defence to deal with serious threats: the Loyal Watch. This is an elite company of Thri-Keen warriors,
sworn to the service of Chak-ch'tka. These warriors are well equipped, highly skilled, and utterly fearless. They are
not wasted on simple patrols, but if the Guard cannot handle a problem, the watch are deployed. Magistrates appointed by the queens (mostly gnomes for some reason) pass judgment over offenders. Those who cannot pay a fine are subject to exile. Especially serious crimes which warrant execution are carried out in the Marketplace every
seventh day. The executions have a carnival atmosphere and bring out families in droves to take in the gruesome spectacle. The exact means of death is decided by the magistrates: hanging, drawing and quartering, evisceration, flaying alive, and any other method that pleases the crowd.

Chak-ch'tka is beyond boundaries. It is a place where artists break out of tradition and frequently turn their backs on mass appeal. For good and for ill, the city has no aesthetic elite looking down its nose at unconventional artwork, and no royal decrees interfere with artistic vision. Patronage of art can be a lightning rail to status in Chak-ch'tka. Many wealthy residents commission what they hope will be the latest masterpieces; others fund theatrical troupes whose performances would be considered licentious, or even treasonous. As a result, Chak-ch'tka’s art scene is more vibrant
than is typical in a city of its size. Many artists, performers, and playwrights banished from other cities choose to spend their exile in Chak-ch'tka, plying their craft far from their enemies. The wealth of ancient sculpture, drow
folksinging, and tribal dance offers the city’s artists a feast of inspiration. Today’s popular art is born of yesterday’s avant-garde, and for explorations into art’s outer limits, Chak-ch'tka is hard to beat. Bawdy burlesques performed nightly pander to the district’s exhausted and companionship starved labourers. Meanwhile the classics are brought to life in the extravagant theatre. Elegant galleries throughout the Temple district cater to those with a taste for fine art, offering up paintings and sculptures in classic styles. Once a year the arena holds an open tournament in which anyone—zealous fans, adventurers, layabouts—can enter to prove their mettle. The games go on for two weeks, and champions earn their weight in gold, as well as bragging rights, and the chance to join the guard.

Often when people refer to the Foundry, they mean the foundry itself and the many forges that cluster on the streets around it, including the Chak-ch'tka Forge. More metal is cast in the Foundry than anywhere else in the city, and the neighbourhood’s metalworkers, weaponsmiths, and armoursmiths produce excellent work. The bulk of the goods go to the Chak-ch'tka Guard and the rich, but the Chak-ch'tka Forge also sells weapons to other buyers. The harbour is Chak-ch'tka’s lifeblood, for the city relies on trade and its status as a free port. The Garden of Respite is a multitiered garden maintained by the Healers Guild. A sanctuary from the city’s clamour, the fragrant garden is a favourite place for
quiet walks and romantic rendezvous.

Technology: 4

Culture: Benevolent, more tolerant than standard but still with some violence.

Government: Matriarchy

Population: 1,050,000 Thri-Kreen

Crystallion is the city of the various Gemzanites, made entirely out of a form of super dense crystal which is resistant to lava and heat. The City's upper tiers, the Fourth through Seventh Levels, contain Spring-halls, Watch Rooms, Treasuries, and Libraries. Lodgings for the Keepers of lore and enchantment are sprinkled throughout these high tiers, as are rooms constructed to store their great cultural wealth. Hoards of ceremonial items and inscriptions lie in the halls of the upper Levels. The most exalted of these repositories is the Chamber of Records which contains the complete history of the Underground. Great light shafts issuing from ceiling-wells illuminate the entire city. The First through Third levels serve for smelting, forging, and craft-work, tapping the fiery resources of the earth. Here also lie special Armouries and the King's Chambers. No area is better protected, and no tier is closer to the heart of the city. The Ceremonial Hall lies directly beneath the King's chamber and its walls are covered with inscriptions carved in enchanted stone. All the various Gemzanite races live here including: Amethyst, Aquamarine, Diamond,
Emerald, Garnet, Jade, Malachite, Moonstone, Obsidian, Opal, Ruby, Sapphire, Sunstone, Topaz, Turquoise, and Zircon.

Technology: 2

Culture: Truly kind race with little hatefulness.

Government: Tribal, headed by chiefs but great power in the tribes is held by the shamans (sometimes called witch doctors) who are their religious leaders.

Population: 1,150,450 Gemzanite

The territory around the city has several hallmarks, most of which aren't readily apparent. Packs of wolves allied with the goblins serve as effective perimeter guards, alerting them when someone comes near. Hunters take up guard
posts in high rocky outcrops from where they can view the terrain while staying unseen. Any obvious path through the territory (a clear trail, or a river) might be turned into an ambush point where a force of Hobgoblins can capture intruders. Such places are also set with net traps, snare traps, and hidden pit traps that gatherers regularly check for new slaves. The area also includes burial grounds for each caste, always placed far from the lair. There is also a mine with a smelting furnace and forge. In one area some land has been set aside for simple farming (raising mushrooms
and gourds). Close inside the entrance, is the den for their wolves. The animals come and go as they please, unless the goblins have use for them. Any tunnel in the area, whether dug by goblins or not, is likely to be trapped, typically in a way that not only injures the enemy but also collapses the passage. Open spaces inside the city are useful for a number of reasons, and the goblins have hollowed out chambers for their use. Slaves and tamed monsters are kept in large areas with limited access, making them easier to guard.

Hobgoblins know the value of arcane magic in warfare. Where other cultures treat magic as an individual pursuit,
a calling that only a select few can even attempt, hobgoblins practice mass indoctrination and testing to identify every potential caster in their ranks. The Academy of Devastation is a hobgoblin institution in the city made up of spellcasters. Those who show an aptitude for magic are enrolled in the academy, brought to a hidden school, and subjected to a rigorous regimen of drills, exercises, and study. In the academy's view, every young student is a potential new devastator, destined to be forged into a weapon of war. The rest of the Hobgoblin part of the city resembles nothing so much as a military base. It is always well guarded, whether by lone sentries perched on walls or a stone tower with a full garrison of troops. As space permits, large areas are dedicated for use as training grounds,
marshalling fields, target ranges, combat arenas, and similar facilities for the practice of warfare. Monuments,
typically statues and pillars, are erected around these areas to remind the legion of past glories. The quarters for troops are austere but sufficient, as are the necessary stables and dens to hold the legion's animals and beasts. Legions that have need of such amenities also set aside space for a library, and a prison.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Matriarchy

Population: 1,055,000 Hobgoblins, 3,564,123 Goblins, plus another 135,000 slaves.

One of the first cities founded by the Dvergar after they escaped their thraldom beneath the mind flayers, Dunspeirrin is an old and powerful city that dominates the deepest depths for scores of kilometres in all directions. It is carved into a thicket of massive stalactites that dangle high above a great subterranean chasm. Encompassing more than a thousand such dangling, hollowed-out speleothems, Dunspeirrin, (or "Underspires," as it is commonly known) is linked into a nigh-impregnable stronghold via a network of stone ledges and arching bridges. Four massive causeways link the city with apertures in the chasm walls. The City of Sunken Spires is one of the largest and wealthiest trade centres. Its citizens constantly seek slaves to fill the ranks of its armies and work in its mines. The Dvergar armies of Dunspeirrin clash constantly with the Mountain Dwarves, the Illithids of Oryndoll, the Drow, and the Vermin.

The ceiling is perpetually covered with thick, reeking smoke that rises from the city's countless forges and smelters. The Dvergar smiths who live here turn out quality weapons and armour of all kinds. Most of their wares are for sale, and their largest markets are other Dvergar and Drow. Its various outlying districts and fungus fields occupy the tunnels for kilometres around. The Dvergar usually prefer to carry their wares out to markets elsewhere rather than welcome external traders, so caravans containing top-quality weapons, armour, and other= metal goods constantly leave the city for elsewhere. The City earned its reputation for quality weapons; so no one complains to the duergar's faces about the markup for transportation costs. It's magical defences are weak, but the city boasts the best army on this level - thousands of trained veterans armed and armoured with superior dwarven steel. The main cavern is dominated by colossal stalagmites that have been hollowed out and converted into great stinking smelters. The city glows with firelight and the ruddy yellow gleam of hot iron at all times, and the air is filled with hissing steam, reeking smoke, and the endless clanging of hammers. Each trade or craft practiced in the city is the domain of a specific clan. Important trades such as foundry work are the province of several competing clans, but other clans working at less important (or necessary) tasks often consist of a few dozen craftsfolk at best. The families that govern each clan comprise the city's nobility, and the leader of a clan is known as a laird. Unlike the Drow Houses, Dvergar clans do not engage in endless vendettas and schemes of advancement; Dwarves who find themselves at the bottom of the pecking order tend to resign themselves to their fate or work harder to advance, rather than plotting to pull down their betters. The power lies somewhere with the lairds of the great clans (particularly the merchant clans), the throne and the scheming savants that live within the city.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Monarchy

Population: 900,000 Dvergar, plus another 600,000 slaves.

Fluvenilstra is less a city and more a well watered fungal forest the size of a kingdom. It is mainly inhabited by Myconids and while they appear to do nothing, they actually controll the city's defence force of shambling mounds, and other plant monsters. Fungal creatures of all varieties, including many dangerous kinds, live within. The area rarely contains anything of value, although the fungus folk tend to store spoiled corpses of various creatures that they consume, on the off chance that their food may have had something of value on it before it died. Travel within is difficult. Many passages and caves are entirely blocked by bulging, grey-white masses that resemble giant accumulations of puffball fungus (180 hit points per 2 metre cube). Other passages are only partially full, and travellers can wade through or walk on top of the fungus. On rare occasions, enormous patches of the fungus die, revealing ancient civilizations ripe for plunder beneath. When this happens, every city of any size in the Depths - sends one or more search parties in to bring back whatever they can. It is lit by luminescent fungi.

Technology: 1

Culture: Xenophoic but passive

Government: Monarchy

Population: 463,190 Myconid

Built in the ruins of an ancient city, Garel Enkal is a cesspool of savage villainy. The buildings (what remain of them) are clearly not of orc construction, although the fierce warriors have certainly erected numerous tents and shacks, or have shored up existing stone buildings in order to make them (barely) habitable. Although orcs and orclings  predominate, the city is also home to outcast giants, and half-breeds of all kinds. Most places of business only cater to orcs and half-orcs, and if a human even so much as steps foot in one them, he better have the reputation to discourage any challengers. The city has no central government; the most powerful groups in the city simply enforce their will by force. The most prominent of these are the priests who run a type of protection racket that squeezes money out of anyone weaker. Despite the constant violence and anarchy, Garel does serve as a market for some of the most despicable traders. The slave trade is of particular importance, with many of the unfortunate souls destined for the slave markets. Many don't make it that far, however, as they are diverted to serve as entertainment in the city's corrupt and highly dangerous gladiatorial games. Most trade is in the exotic, or items which are illegal elsewhere. The city does not attract passing trade, as it is not on a trade route to anywhere else, but is a destination in its own right.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Council

Population: 1,215,000 Orcs, 3,555,632 Orclings, plus another 925,000 slaves.

Ironforge is the mightiest of the Dwarf cities and is one of the most magnificent pieces of architecture in the world. Standing at over 30 metres tall, the gates appear to be carved into the earth. Carved into the gate is the symbol of Valaya, the Dwarf ancestor-goddess. Her image on the gates is said to protect the city from harm and evil magics. The stonewall appears to have tiny windows at a distant but these windows are really arrow slits in case of an attack.
No visitor ever approaches Ironforge unannounced. Kilometres before even a lone traveller reaches the gates his progress will have been spied by the many hidden watchposts. A lone Dwarf in full clan regalia will await them on their arrival. He bears the title of Gatekeeper and it is to him and him alone that all must state their business. Few these days are allowed access to the great Dwarf city. Once. the gates stood open to all visitors and the Dwarf race was more than welcoming to strangers in their realm. Years of war and devastation have changed that forever and now they do not encourage contact with other races. Should a visitor have good reason, and very good reason only, to enter the kingdom of Ironforge, the gatekeeper will knock rhythmically on the door five times with his intricately carved rune hammer then tract the sign of a secret runt into its flat surface. Silvery seams once invisible to even the closest inspection of the smooth granite surface suddenly appear. Seemingly from out of nowhere a doorway opens.
It has been many centuries since the High King gave instruction to a Gatekeeper to open the main gates.

In the year following the terrible earthquake that shook many of the Dwarf realms to their very foundations, the High King at the time, ordered the gates to be closed. This dour period of Dwarf history is known as the Time of Woes. Many of the Dwarf strongholds were under attack from hordes of Greenskins and Vermin that flooded out from the caverns to take advantage of the devastation that the earthquake had unleashed on the Dwarves. In his wisdom the King shut off access to the great city. In doing so he also shut off the Dwarves from contact with the outside world and it has remained much this way to the current day. The gates are only opened to allow the High King's army to march to war. In the rare event that this happens the gates are opened in silence with no ceremony as Dwarves do not celebrate war. Whilst a sight to behold, it is a solemn affair. The gates of the city have only ever been besieged twice in its long history and both times the besiegers have been forced to abandon their attempts. Even the largest of the great war machines that the Orcs brought to bear on the gate barely caused an indentation into the thick stone. The Orc Warlord himself realised the futility of trying to break down the gate with the giant battering ram he had constructed, and the Dwarves sallied forth and destroyed his horde as he lifted the siege. Amongst the defences of the city great rivers of molten lava can he poured from the mouths of the carved stone dragons that sit atop the upper wall of the gate. Also, the mounds around the approach to the gates are filled with powerful steam engines, which can cause avalanches and rockslides, and even drop lengths of the path into hidden chasms and crevasses. All Dwarves hold hope in their hearts that one day the giant gate of the great stronghold will open once more and that fine Dwarf craftsmanship will once again be available to trade across the world. Until that day the Dwarves continue to remain safely protected from the outside world, behind the stone fortress that protects their city.

Inside the walls, the city is laid out like every typical dwarven city with three levels that make up much of it. The lower level consists of the dungeons, torture rooms and natural caverns. Deep inside the caverns lie the Chamber of the Black Moon. The middle level is home to most of the city's factories, markets and homes. Alleys throughout the city are dark and even at the busiest of hours these areas appear to be empty. The nobility inhabit the upper level of the city. Also residing in the upper level are spell casters working in their laboratories and using the cities libraries. The buildings on the top level are built with the aid of magic that altered their appearance.

High above the city a huge waterfall cascades from the lake and rushes down the chasm. Long ago, Dwarf Engineers were able to build machines to capture the energy of the swift flowing torrent, to power drop hammers, ore crushers, washing pans and other mining and metalworking constructs. The city contains the main shrine for the Dwarf Engineers Guild and it is a centre for smithing and every kind of industry. It was from here that the Dwarfs first passed on the knowledge of metalworking and engineering to the humans of the Empire, and engineers from both races have had a close relationship ever since. The noise of mining and industry resounds though the city constantly, and at night the chasm glows with the light of a thousand furnace fires as the steam-powered machines of the Dwarves are assembled around the clock. The finest weapons and equipment of the Dwarf empire are created in Ironforge.

Technology: 4

Culture: Xenophobic, mistrustful of others until they have earned their friendship.

Government: Monarchy

Population: 1,300,000 Thorbathane Dwarves

Karak-Din, known also as Slayers Keep is a Dwarf stronghold which guards a region known simply as the King's Way, an important trading route. A mighty and well-known kingdom, Karak-Din benefits from its position, having become both a wealthy trading centre and the largest, most populous city in the Way. Despite being besieged countless times, Karak-Din has never fallen. Its impregnability is probably due to the fact it has become the home of the feared Dwarven Slayers, who are naturally attracted to such a contested place. On account of this, Karak-Din is commonly known as "Slayer Keep". The city provides welcome security to the caravans in what would otherwise be a dangerous region, as well as keep a vital trade route open. In return, the Dwarves collect much gold in tolls, paid willingly by merchants. Like all Dwarven cities it contains three levels that make up a large area of the city. Lining the roads and the city's walls are battlements that can easily be held against an attack. Buildings in the city are square and thick walled and the streets are lined in a gridlike pattern. This allows them to be straight and wide. The purpose of this is to be able to quickly move troops from one part of the city to another. On the third level the city's main source of entertainment is found inside the palace. The Arena of Honour is where future Thanes fight for the thanedom. Leading into the Arena are four massive corridors on each side. Each manor of the third level houses wealthy merchants who are guarded by members of the militia. The lower two levels of the city connect it to the east warrens. The second level is mainly houses that appear silent and dark. The city's market is also located on this level. This level is home to many of the middle class families. These families can not afford to hire warriors to protect them. Instead they have formed warrior gangs to patrol their neighbourhood and occasionally attack a neighbouring district. The lowest level of the city houses the slum districts and many of the city black markets. Also situated along many areas are Clansmoke Halls. These buildings are used for drinking and issuing challenges of combat. While their King sits brooding, the forges of Karak-Din have continued to produce weapons of unrivalled quality. Traded along the Underway and through hidden mountain trails, weapons from Karak-Din are in great demand throughout Dwarfholds and settlements. The hold’s mineral deposits rival even those of Ironforge; sitting on some of the richest deposits of iron, gemstones, and gold in the Underground. In addition to armaments, Karak-Din is a centre for all kinds of metalworking. The trade value of their products in the human realms makes the craftsguilds as economically important as the weaponsmiths.

Technology: 4

Culture: Xenophobic, mistrustful of others until they have earned their friendship.

Government: Monarchy

Population: 1,750,000 Thorbathane Dwarves

There is no unified government ruling over the whole of the Hold of Khazargur. It simply isn't in an Orc's nature to try to maintain an organised government. Certainly Orcs respect the rule of the mighty, but even this grudging respect is only given to those who are powerful enough to force other Orcs to obey them. The city is inhabited and ruled by various semi-nomadic squabbling tribes who rule over whatever area they currently reside in. It is a haven for criminals, exiles, and anyone on the run from legitimate authority. Several valleys have been dug out and provide a way of naturally dissecting the city into various zones. Several specialty shops are found in the Drag, a pathway that leads through all the zones. Those searching for potions or training in the darker arts of the rogue or warlock find a tunnel leading down to the Cleft of Shadow from the Drag. Architecture in the remaining sections consist of blackened metal and giant structures.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Tribal

Population: 1,103,200 Orcs, 2,255,002 Orclings, 321,000  Ogres, plus another 745,000 slaves.

The limestone cavern of the city is dome shaped and more than two kilometres in diameter. A shallow lake lies in the centre of the cavern fed by two freshwater rivers and drained by a third. The rivers left large plateaus upon which the drow dwelt; slaves often dwelt in caves along the shores of the lake. The city's three plateaus are each dominated by one of three religious cults. Sorcerers, bards, and divine spellcasters are treated as secondary citizens because magic that is earned through work is much more respected than magic that comes naturally or from deference to another.
The city is now ruled over by the Conclave, an oligarchy composed of one representative from each of the 8 schools of magical specialization, one who does not specialize, and one who is elected from among the more esoteric arcane practitioners (Elemental Savants, Deep Diviners, etc). The conclave rarely meets, preferring communication via spells. The city itself is a major trading centre for all things magical. You can find nearly anything a wizard could possibly want in the Dark Weavings Bazaar and if you can't, it can be found for you. For an extra (large) fee it can be brought to you by adventurers (usually non-Drow). Slavery is also treated differently here than in other Drow cities. Races considered capable of wizardry are never kept as slaves by citizens, however visitors to the city are allowed to bring their slaves. Creatures who demonstrate an aptitude for wizardry are considered free in the eyes of Lith law and are allowed to live in a ghetto that is prevented from getting too big by the conclave.

At the bottom of the great cave lies the Dark Weaving Bazaar, the marketplace of Lith. In hundreds of tents and small shops in stalagmites the visitor can buy almost everything. If he/she does not find what he is looking for, he can hire someone to find it for him, and even humans will go for the item in the World Above. In the centre of the bazaar lies the slave market. In most places such a market would consist of many tents and cages but in a city full of wizards it is housed in one building. Magical glyphs an each side try to encourage passants to buy one or more slaves. The slaves are held in magical clearstones, where they are magically shrunk to get into the fist sized cubes and can be easily stored in the shelves.

There is a great pillar in the centre of the city. it stretches from the floor of the cavern where travellers can access the city right to the roof which leads to the entrance cave above the city. Hundreds of bridges extend from this great pillar that lead to individual homes.

The Stonestave is where the conclave meets on the rare occasions that it needs to. It is heavily guarded and warded. It also stretches from the floor to the ceiling of the cavern. It gets its name from its shape, that of a wizard's staff.

The Darkwoods is a petrified forest in the south east of the city that is home to the worst residents (and a few monsters). The conclave has done nothing to get rid of them, whether they want to or not.

Technology: 4

Culture: Malevolent, truly malicious races with little or no redeeming qualities at all.

Government: Matriarchy

Population: 1,200,000 Drow, 100,000 Arachne, plus another 450,000 slaves.

Maerimydra resides in a cavern roughly three quarters of a kilometre from north to south and half a kilometre from east to west with many smaller caverns surrounding the city itself. Numerous plateaus separate the city, with the highest level being in the north-west corner. It is mostly built on platforms above the natural bottom of its cavern, many supported on stalagmites, with most on the same level but a few above the others. Buildings of note in the city include guilds for female and male fighters as well as for wizards, and a grand temple of Lolth at its eastern end. Local food is primarily produced in the fields around the city from herds of Rothé and fungus farms. Clean water was mostly drawn from two small streams in the southern end of the city that feed the murky Lake of Blood. Cuisine that could be found in Maerimydra, especially among the nobility, included: dried Rothé sausages , wheels of strong Rothé cheese (sometimes laced with green mould), pickled mushrooms and biscuits made from mushroom-spore flour. The Drow of Maerimydra have built a Coliseum to entertain themselves with battles between, exotic beasts, prisoners, and slaves. The building is considered, by the Drow, to be the crowning achievement of Maerimydran culture. The building itself is oval, with an outer wall over 60ft high that was topped by battlements. Inside, flickering continual flame torches lit the public gallery and grand staircases led off to armouries, slave pens and even holding pens for great beasts.

Standing atop a 30 metre high plateau, the elegant curves and fluted battlements of Castle Maerimydra represents the epitome of Drow aesthetics. At 75 metres tall and comprising of seven floors Castle Maerimydra is the heart of Maerimydra and the seat of the ruling House. Comprising of three basic structures, the Great Tower, the Lesser Tower and the South Column, Castle Maerimydra is by far the largest Noble House in the city.

The Courtyard of Lolth housed Maerimydra's temple of Lolth. Shaped like an enormous spider, the courtyard surrounded the temple, a single gracefully sculpted archway allowing access beneath stony fangs. Glowing, magical orbs of light at the entrance created an invisibility purge effect. An important security measure while the temple of Lolth stood.

The large fields of fungus dotted around the city's outskirts are the main source of food for the denizens of Maerimydra, both before and after fall to fire giants. During the fire giant occupation, the farms were cultivated by orc and quaggoth slaves. The mushrooms grow to about waist height.

Situated in the southern part of the city this large murky lake earned its name shortly after the city's founding. Legends of the Drow claim the red-tinged colour of the water and acrid smell is due to a failed coup, after which the rebels' corpses were thrown into a heap in the lake. The streams that feed the lake are clean and pure though.

Dominated by numerous fortress-like citadels and palaces, is an area that is the home to the powerful noble Drow houses of Maerimydra.

The city has magically controlled lighting. The city structure is built of layers of petrified webs that were bathed in faerie fire that was usually purple, amber, green, and yellow. Hundreds of webs stretch across the cavern, with nearly vertical webs connecting layers; for ease, the city is generally split into eleven major horizontal levels. Dwellings on the webs resemble cocoons and are located on both the top sides and bottom sides of the layers. The higher the level, the richer and better its inhabitants are. Non-Drow and non-Illithid need permission to visit the upper levels. However, in the lower levels, few Drow are found on the streets. The business section of the city is located on the middle levels. Water runoff along the cavern wall fosters farms of moulds, lichen, and fungi. The cavern floor is used for the rearing of deep rothe tended by goblin slaves. Multiple gates lead into the city. The Fracture Gate opens up into the lowest quarters of the city. There are a number of wizards' guilds and schools located in the city where aspiring mages can be trained. The schools are more or less independent, although a few are tied to noble houses. Rivalries between the schools not only exist but can also serve as proxies for interhouse warfare.

Maerimydra produce a great variety of items. These include body dyes, pottery (from calcified webs), everdark ink (from deep dragon scales), fine armour and weapons, moulds (brown, chromatic, death, deep, grey, russet, sonic, and yellow), poisons, potions, riding lizards, rothe wool, meat, cheese, spells, textiles, and water.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Matriarchy

Population: 1,000,000 Drow, 260,000 Arachne, plus another 650,000 slaves.

The Illithids created Mantol Derith using the Dvergar Dwarves as their slave race. For over a millennium the Illithids ruled, keeping to the lower levels while leaving the trap-filled upper halls empty. In 1451 the Dvergar Dwarves rose up and captured the forge area of the complex. By 1454 they had completely overthrown the Illithids and taken the city for themselves.

The city is built on a huge scale, with many doorways constructed at a size that would allow even dragons to pass through. Doorways are constructed from iron, mithral and stone. These doors are designed to be opened only by a Dwarf, and are both magically sealed and tremendously heavy. The city is adorned with icons of Dvergan heroes. The Burning Heart is a steam-filled chamber beneath the Great Forge that contains a pure adamantine ziggurat. The Great Forge uses the heat of the Fiery Pit as its power source, and has a large chamber split into sections for furnaces and anvils. Some are raised and others are in shallow pits. A pulley system is used to transport buckets, containing water or ore, and this is accessed via raised stone catwalks. Tools made in the furnaces of the Great Forge are imbued with tiny amounts of primordial essence. The Fiery Pit is a deep magma-filled chasm in the depths of Mantol. The Great Cavern contains the city's main entrance and is a very large natural subterranean structure, covered with stalactites and stalagmites, with a lake at its centre. The Iron Tabernacle, situated at the heart of the city, is Mantol's temple, although it covers a huge area containing a number of cathedrals, and is adorned with sculptures and intricate knotwork. It also contains a switching station which acts as a central hub for the magical automated mine carts that are used to transport ore across the city, via an extensive series of mine cart rails. A large crypt lies at the lowest part of the Iron Tabernacle, with burials ranging from simple ones to large sarcophagi, buried with full details of lineage. The crypt is protected by ghosts who would attack those who are not respectful of the dead. Dvergar mining activity is underway in the depths of Mantol. Some of the deepest pits reach the large underground magma lakes. The market is ringed with giant fungi and merchants set up stalls selling fruit, perfume, woods, and spices beneath them. There is one huge storage area at each of the four corners of the cavern, representing the four factions present in the city. It has smelters and foundries mingling among stalagmites. The air smells acrid and is filled with industrial sounds: fire, steam, and iron ringing. The city is lit by firelight. The cavern slopes down on the eastern side to join the Darklake. There is a rift 60 metres deep and 150 metres wide which splits the city in half north-south. The walls of the rift are lined with carved dwellings. Twelve stone bridges across it connect the Northfurrow District to the Southfurrow District. The area north of Laduguer's Furrow encompasses Darklake District along with the residences of those whose clan specializes in crafts and other commercial goods. This district is also the only part of the city where outsiders are allowed to reside. The Darklake Docks are located at the northernmost section of the district. South of Laduguer's Furrow resided the more prestigious clans of Mantol. Access to the Southfurrow district by unauthorized non-natives is strictly prohibited.

Power in the city is shared between the great clans (especially the merchant clans), and the king (called Deepking).
The army is now one of the strongest in the Underground although the Dvergar lack arcane or divine casters. Militia service is a requirement for all adult males, although many females also train. Other products of the city are metal armour, arrowheads, fish, locks, mining equipment, smithing equipment, and other tools. Stone Guards are the king's royal guards and secret police. Food in Mantol includes rothe roasts, red wine, smoked rothe cheese, and black sporeflour bread.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Monarchy

Population: 1,200,000 Dvergar, plus another 725,000 slaves.

Menzoberranzan is the archetypal Drow city, divided by a number of noble houses and ruled by priestesses of Lolth. Betrayal and assassination are a way of life here, and a cruel and suspicious nature is a sign of good breeding.
Menzoberranzan has the dubious distinction of being the only Drow city located in the Deepest Depths. The city occupies an irregularly shaped cavern more than 2 kilometres wide at its widest point. The ceiling is 300 metres high, and stalactites, stalagmites, and columns litter the cavern. All of them have been worked or shaped, and the continuous effect across the entire cavern can be mesmerizing to the uninitiated. Some of the larger stalagmites have been converted to castles and homes for drow noble Houses. These sparkle with permanent faerie fire effects, creating a soft, multicoloured glow that suffuses the cavern. Slavery is legal and socially favoured in Menzoberranzan, and it permeates every district of the city. The variety of slaves is astonishing. It is not legal to enslave other Menzoberranyr Drow, but indentured servitude is practiced with gleeful malice. The Drow of Menzoberranzan are universally hated and feared throughout the Underground, and they in turn regard their neighbours with condescension and hungry ambition. Their merchant system, however, is the one of the best. Other cities have better markets, and some have more valuables, but in terms of total gold, no other settlement can match the mercantile might of the City of Spiders. This focus on commercial gain means that Menzoberranzan is open (if not terribly hospitable) to anyone who wants to buy or sell. Non-drow of all races, faiths, and outlooks come here. The city caters to these foreign merchants as much as necessary to get their money, but no further. Anyone who sets foot in the city is fair game for the warring noble Houses, and visitors often become pawns in their schemes for power. Many visitors act as fulcrums for various drow plans without ever knowing how or why. In addition to the parade of Material Plane merchants and buyers, demons and devils regularly enter the Bazaar district with plane shift to buy and sell favours. The area around Menzoberranzan is thickly laced with faerzress, which makes teleportation difficult at best and lethal at worst. Merchants with lots of cargo must either bring it down from the surface in caravans (a two-week round trip, assuming they aren't waylaid) or bring it in through a nearby portal.  The tunnels in a 5-mile radius around Menzoberranzan are known as the Dark Dominion. Drow patrols wander the area constantly, but nearly any creatures are allowed in, even wandering monsters. The patrols might or might not challenge creatures found in the Dark Dominion, depending on their whim. Patrols are less likely to hassle caravans and much more likely to challenge anyone who even looks like a surface elf. More than a hundred known tunnels link the Dark Dominion with the surface.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Matriarchy

Population: 2,000,000 Drow, plus another 850,000 slaves.

Moltar is made up entirely of hard magma. It has an inner sanctuary and a surrounding network of narrow and twisting passageways called the Traps. The Terraneans fill the Traps with hazards that maim, poison, or slay intruders-at least those that can enter in the first place. The Traps are so constricted that large creatures can't move through the area at all, even when squeezing. Medium creatures find navigating the Traps slow and painstaking work. This configuration protects Moltar from incursion by giant sized enemies directly. The inner sanctuary offers a clear contrast to Moltar's outer passageways. It consists of a vast series of squared off hallways and rectangular chambers. Despite their appearance, the floors remain alive and slowly regenerate when scuffed, burned, or hacked. The halls are stacked high with treasure accumulated through centuries of raids on cities in the middle depths. The main chamber is dominated by colossal stalagmites that have been hollowed out and converted into great stinking smelters. The city glows with firelight and the ruddy yellow gleam of hot iron at all times, and the air is filled with hissing steam, reeking smoke, and the endless clanging of hammers. It is a city of endless toil. Each trade or craft practiced in the city is the domain of a specific clan. Important trades such as foundry work are the province of several competing clans, but other clans working at less important (or necessary) tasks often consist of a few dozen craftsfolk at best. The clans do not engage in endless vendettas and schemes of advancement.

Technology: 2

Culture: Hostile, intolerant and aggressive, held in check by strong social customs.

Government: Tribal Council

Population: 2,400,800 Terranean

The ruins of the Necropolis stand far from the main tunnels. They are a monument to a once mighty city. Few now know it‘s history, and how it fell. The city‘s old name, has now been lost. The force behind both the old city‘s greatness and its destruction was a powerful necromancer named Akia who worshipped the infernal powers. Now little of the old glory remains - there are no surviving walls more than a few metres high. Rumours tell that the necromancer turned to the infernal gods for great power, and used it to seize control of the city. Eventually though she challenged their power and lost. The city was physically devastated and its inhabitants transformed into various forms of undead, from zombie to ghoul to wraith. Built around the royal palace, the city radiate from that central building, which was partly destroyed Eight regions surround the palace, clustered around the houses of it’s noble families. Some of the nobles’ houses still exist amongst the ruins and the tangled vegetation. Even with the undead constantly fading away or disintegrating there's always plenty more corpses. The undead are always quick to reach the end of any major battle in order to recruit more residents. Recently Akia has entered into negotiations with the Russian government via Star City 6. After all Russia is always looking for ways to improve its military power, even if it has to donate its own dead soldiers to do it.

Technology: 1

Culture: Malevolent, truly malicious with no redeeming qualities at all.

Government: Dictatorship

Population: 1 human necromancer, 3000 Ghouls, 3 Liches, 200,000 Skeletons, 5000 Wights, 20,000 Wraiths, and 300,000 Standard Zombies.

Neter-Kheret is an ancient egyptian human city ruled by Pharaoh Mages and Clerics devoted to Set. The quest for personal power made this city what it is and continues to drive it. This pride and the superior attitude it engenders makes it suspect among other underground communities, but its power makes it impossible to dismiss, as well as being home to one of the underground's most complete magic item markets. The city is ruled by a Conclave made up of one representative from each college of arcane specialization and one that represents wizards who do not specialize, and those who study stranger paths of magic, and one from the priesthood. Neter has retained the ancient Egyptian noble Houses, but the arcane colleges fill much the same role. Each college has assumed certain privileges and duties within the city, and this arrangement has produced a tangled web of responsibility that can be difficult to unravel. For example, the College of Abjuration is charged with the immediate defense of the city, so it maintains the city guard and provides soldiers to garrison the city's gates. The College of Evocation is charged with scattering threats outside the city walls, so it maintains soldiers that patrol the surrounding tunnels. The College of Enchantment is in charge of the slave markets and overseers, so it sponsors guard detachments who scour the city inside and out for signs of slave unrest or escapes. Each college dedicates certain members to defence, and each considers it a matter of pride to top the other colleges in defensive measures. The layers of arcane defences in the rock around the city make Neter nearly impregnable. The most formidable of them consist of epic spells that harden the stone, lock down the city in a continual dimensional anchor, redirect teleport spells cast by strangers, and cause paralyzing pain to anyone within a 1-mile radius who seriously  thinks about attacking the city or its citizens.
Slavery is widespread, but residents may hold slaves only from those races that they consider too "primitive". Members of these races who can use arcane magic are seen as anomalies or trick ponies rather than indications of wizardly ability for the race. Golems, shield guardians, elementals, summoned creatures, animated objects, undead, and homunculi are quite common here. The leading wizards of each college usually have several of each in their service.

The market on the cavern floor is similar to a surface bazaar, with hundreds of different tents selling a theoretically infinite variety of items. A few of the more prosperous traders house their shops in hollow stalagmites. Nearly anything a wizard could want is here. If it isn't, one or two high-end shops specialize in locating any given  object. For an enormous fee, the locators can also send someone out to get it. They sometimes like to hire adventuring parties for such missions. Along the southern edge sprawls a region of stalagmites and caves named for the pillars of ever-burning darkfire that billow from its stalagmite chimneys. This area serves as home to the city's greatest smiths. In the same way that the schools of magic segregate the city's wizards, the craft guilds organize its non-wizards. These guilds are not under the direct oversight of the colleges, and each deals with several colleges that are directly concerned with their crafts. For example, the swordsmiths and armourers who comprise the Darkfire Guild work closely with the Colleges of Abjuration and Transmutation.

The 3 pyramids are made of large, smooth stone blocks. The rooms are made of bare stone slabs, except where noted otherwise. Passage ceilings are usually 3 metres high. Room ceilings are 4 metres high. Most doors will be stone slabs that push inward to open. Doors will tend to close unless held, jammed, or spiked open. The pyramids are where the priests and nobles live.

The lake is the water supply for the city. It is a deep, fresh-water lake fed by channels cut through solid rock. The many fish that live here provide the people with fresh meat. The docks extend out into the lake, forming a harbour for the fishing fleet. The Egyptians farm mushrooms, edible fungi, and lichens. They also herd giant underground animals. Their main sources of meat (other than fish) are non-poisonous giant snakes, a type of cave locust, and giant rats. They keep the animals in stockade-like pens made from giant mushroom stalks. The two main streets, lined with marble columns, cross near the middle of the city. Most buildings are single-story structures made of adobe or rough stone coated in hardened mud. On top of the roof is kept a grain bin, and bread oven. Neter furnishings are considered spartan by most. Only the wealthy own tables, and even then, they are used to hold valuables, not to eat from. Chairs are rare and couches are almost never seen. Instead, they use reed mats and permanent mud or rock benches extending out of the walls. Chests, on the other hand, are common. Of course, the wealthy do use some of the luxuries found elsewhere such as stool chairs, and even beds. Chariots are reserved for the military and wealthy as owning a horse is uncommon. Wheeled wagons are almost never seen, and even hand carts aren’t popular. Instead items are carried by hand or by hovering palettes pulled by slaves or draft animals. office.

Library of Mysteries, repository of texts on nearly any subject, is located here. Books, both mundane and arcane, fill the shelves and vaults of the Library. The theatre, dance, and other arts are encouraged and flourish in this. This
lively atmosphere extends to the sciences and philosophy. New ideas are constantly nurtured and challenged in these communities, resulting in a constant flood of new theories, concepts, and inventions. The system of lenses that lights the fires of the Ascension ceremony came about as a result of this science.

Technology: 3

Culture: Malevolent, truly malicious with no redeeming qualities at all.

Government: Dictatorship

Population: 1,000,052 humans, and 3,542,231 slaves

Ootul is a city of beholders, with three ancient Beholders known as the Triumvirate holding complete sway over every beholder in the city. The bell-shaped cavern of Ootul features hundreds of huge, hollow stalactites that house the living beholder population. These stalactites are studded with glowing gems that give off enough luminescence to dimly light the entire cavern. Zorx, the sand island at the bottom of the cavern, is surrounded by a freshwater "moat" called Sand Lake. Visitors must cross on flat-bottomed ferries pushed by beholders using telekinesis, the ferries run at regular intervals. Considering that Ooltul is a city of evil geniuses dominated by monstrously unhuman aberrations, it is reasonably welcoming of outsiders. Though it could not, perhaps, be described as friendly, travellers and traders need not worry about being attacked, eaten, or taken as slave fodder as long as they keep special passes visible and do not provoke any beholders. A pass is a heavy, rectangular chunk of bronze with runes carved into its surface. One is issued to each visitor upon entry. As long as visitors display their passes openly, they may travel freely. Under city law, any visitor whose pass is lost or stolen may be claimed as a slave by anyone with the power to capture the individual.

Ootul is also a neutral ground where creatures from all over the Deepest Depths meet to trade. Races that would happily slaughter each other outside the market routinely meet to exchange goods, slaves, and information in the serpentine cavern of Ootul. Ootul occupies a large natural cavern. A vaulted ceiling rises to a height of 12 metres at the centre of the chamber, but the cavern winds about for hundreds of yards past this point. Trickles of water stream down into the chamber from above, carving out tiny rills in the cavern floor. Rough-hewn flagstones form walkways through the vault, dodging the pools of collected water and columns of stone. Very little light is needed here because the walls are covered with reflective crystals and semiprecious stones. Merchants of four main factions are represented here: Illithid, Dvergar, Drow, and surface dwellers. Each faction controls an adjoining side-cave that has been hollowed out to serve as a campsite. Groves of giant mushrooms serve as sales booths, storage space, sleeping accommodations, and negotiation rooms. Independent buyers and sellers are discouraged, but anyone who can find the place and has something compelling to trade can worm in and try to cut a deal. Only certain merchants or guilds of each race know the passwords that allow them to pass by the guards without incident. These passwords are valuable trade secrets - any merchant who can trade at Ootul has access to goods that would be otherwise unobtainable, short of invasion. Three covenants, backed with the simple threat of death, govern behaviour in Ootul: Theft, disguise of goods, and use of magic or psionics in trade are prohibited. Each of the four trade delegations keeps its own set of enforcers, but all enforcers work together to punish covenant breakers. No employer loyalty is given or expected in such cases. The main method of trade is barter. Merchants bring massive quantities of whatever their home city produces to trade for other cities' products. Bargaining is a quiet affair that typically involves hours or days of haggling. Negotiation takes place at the seller's booths, usually in a private negotiation room. The haggling process is sharp and mentally exhausting.

Ooltul's chief trade good is information, which has been codified to a form of currency in Ooltul. The Beholders have devised a complex formula to determine information's worth, which includes the seller's estimate of the information's cost in gold, who the secret involves, how wide-ranging its effects could be if popularly known, whether it involves magic, and most importantly, whether the Triumvirate already knows it.

Any Beholders that interact with outsiders can barely contain their loathing. Fortunately for all concerned, the dominion of the Triumvirate is more powerful than the Beholders' hatred, though the latter constantly strain against the command to be accommodating. They do not understand the compulsion to open their city to creatures that are so clearly beneath them, but they obey it with poorly disguised disgust.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Triarchy

Population: 40,000 Beholders, plus another 130,000 slaves.

Unlike the more traditional mind flayer society, which is ruled by a single elder brain, Oryndoll is governed by an elder concord made of eight undead Illithiliches. When the town's elder brain died nearly a hundred years ago, the members of the elder concord became liches to increase their powers so that they could split the elder brain's knowledge among them. But the eight of them together can barely contain the power and knowledge of the elder brain and the Illithids that have died since then. In a normal Illithid society, dead Illithids commit their brains to the briny pool that holds the elder brain, allowing it to absorb their memories and personalities. In Oryndoll, dead Illithids' brains are devoured by the illithiliches, an arrangement that the community generally finds less fulfilling. The eight members of the Concord of Elders hold the memories of tens of thousands of Illithids among them, but the jealousy with which these creatures guard their individual secrets makes unified rule difficult. Oryndoll's economy is based on raiding rather than trade. The city's location puts it within easy reach of every Underground caravan. Because they could easily frighten away caravans from profitable trade routes, the mind flayers are selective about which caravans to raid and how often. They prefer to oversee raids from the shadows, allowing their soldiers to do all the work and revealing themselves only if a battle turns against their thralls. The less the Illithids are seen, the less trademasters will fear them. Visitors are unwelcome in Oryndoll. No shops exist to serve them, and the town has no inns. NonIllithids are considered thralls, and even Illithids from other communities are encouraged to finish their business quickly and leave. When the Illithids wish to parlay with someone, they always leave town to do so.

Inquisitions of Illithid retinues of ten to twenty soldiers patrol the surrounding tunnels out to a distance of 1 kilometre in all directions. Going any farther out with so many thralls would risk conflicts that the Illithids are not prepared to win. Within the town, a team of mind flayers continually peers into the Ethereal and Astral Planes for signs of extraplanar intrusion. Anything curious is actively inspected, and anything suspicious is crushed. Since uniting in a recent war with the Drow, the Concord of Elders has begun to realize the necessity of cooperation. For the benefit of the community, they have set aside their petty arguments and creed loyalties to more actively direct the affairs of the city. The mobility of the town's power centre may eventually prove to be an advantage, since the Illithiliches can decentralize command and reform it again as needed. Obsessed with hoarding exclusive knowledge, the tendrils of Oryndoll writhe throughout the Underground and into the surface world. No place is beyond the reach of this mighty and terrible city of mind flayers. Oryndoll's Illithids are fixated not merely on collecting knowledge, but on having exclusive access to it. Once they collect a significant body of information, they destroy all record of it and kill anyone else who knows it, literally wiping that piece of knowledge from the face of the earth. In the event of attack, the mind flayers here are well prepared. Special crystals bearing various defensive spells are scattered in a 20 kilometre radius around the city, and 2 kilometres above and below. The elder brain constantly uses telepathy to scan 5 kilometres in all directions around the city. It knows of every intelligent creature that passes in or through this territory and alerts its Venerator caretakers when seditious or unexpected minds enter its telepathic radius. Third, the many thralls in the city's upper level are battle ready at all times and responsive to their masters every thought. This thrall army can mobilize and coordinate with chilling efficiency. The thralls of Oryndoll are all held in place by the over-whelming mind control of thousands of Illithids. This exceptionally invasive form of slavery is so ingrained in the culture that the mind flayers do not understand how lesser creatures can live productively without them.

Hidden spiral staircases wind down 50 metres to the main Illithid city below, where most of the mind flayers live and work in ring caverns - ringed tunnels that encircle a central open, hemispherical plaza. In most cases, such a plaza features a shallow basin filled with water or nutritive slime. The Illithids often gather around in these caverns for social purposes, although one is dedicated to a thriving slave market. The ring caverns interlock, connecting the various "neighbourhoods" of the city together. Beneath the ring caverns lie the Undervaults, which are accessible by teleportation magic or psionic effects, or through digging. Here the harvested information is stored in pools called Thought Basins that are full of encephalic fluid. The elder brain is located at the centre of the Undervaults, an arrangement that limits even the Illithids' access to their elder brain. This central cavern in the Undervaults contains the pool that houses the Encephalithid, the elder brain of Oryndoll. The Encephalithid's pool is formed of petrified brains and surrounded by stone sculptures of writhing tentacles. The elder brain is attended constantly by a dozen or more mind flayers. The encephalic fluids in the Thought Basins are psionically imprinted with knowledge taken from the rest of the world. To access this knowledge, seekers must use magical or psionic abilities, such as a detect thoughts spell, or a similar mindreading ability. Non-Illithids found here are killed immediately and with considerable prejudice. This ring cavern plaza has a raised central platform on which slaves are bought and sold. On occasion, non-Illithid visitors to the city who blunder into this cavern have been horrified to discover that the mind flayers regard anything too weak to defend itself here as a potential thrall - or meal.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Dictatorship

Population: 700,000 Illithid, plus another 1,000,000 slaves.

Light is never allowed in this half- submerged town, and visitors must accept that they can see no farther than their darkvision allows. Anyone without darkvision, blindsight, or some compensating sensory organs is not only blind, but also prey. Buried about 5 kilometres beneath the southern end of the lake, Sekolah is a clearinghouse for secrets. In their eternal darkness, the Sahuagin constantly gather secrets, schemes, and plots the way miners gather gemstones. The city is split into two levels - an upper level that consists of mud-brick buildings on top of terrace-like cliffs rising from great, dark lake, and a lower level that consists of partially submerged caves at the waterline and below, Ladders made from knotted, braided kelp run up the sides of the cliffs, but these are generally used only for going up. The Sahuagins dive into the cold, black water to reach the lower portion of the city. Sekolah's secret lies in the existence of many portals to the surface oceans, most of which were constructed by some long-departed denizens of the cavern before the Sahuagins first settled here. These portals, hidden in the darkest tunnels and passages of the lower city, open only when propitiated with ancient magic. Four of them open into surface waters in various parts of the Indian Ocean, one into the North Atlantic Ocean, two in the South Atlantic Ocean, five in the Pacific Ocean, one into the Southern Ocean, and one into the Arctic Ocean. No single resident of Sekolah knows the location or necessary prayers to open all fourteen. The Sahuagins traffic with Infernal worshipers on the surface, trading secrets by night and passing small, valuable objects or people across the continent in a matter of hours. Because of this, Sekolah has become a haven for spies of several races, including Drow, Illithid, and the occasional human. Trade caravans and war parties often stop here because Sekolah is the best source of potable water for dozens of kilometres around. The city hosts many guests from the Middle Depths, and anyone is welcome to visit the Great Wells and draw as much water as they like. This traffic makes it an easy task for the Sahuagins to collect secrets and pass them to others on the surface. At the daily ceremonies, which are held in an amphitheater down near the water, the faithful and the curious gather to trade secrets and weave plots for the downfall of good in the world.  Sekolah's defence is assured through judicious blackmail. The Sahuagins maintain a small company of guards to keep unthinking menaces such as purple worms, undead, and oozes at bay. Slaves die so quickly here that attempting to maintain a large population of them is counterproductive. The complete absence of light and hope is so crushing that only a being sustained by the worship of the Dark Goddess can survive long here.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Matriarchy

Population: 3,250,000 Sahuagin, plus another 975,000 slaves.

A holy city for Sahuagins throughout the Underground, Sboopdilmonpolop is the centre of religious life for worshipers of the goddess Blipdoolpoolp. The city's pools are fed by fresh (though sometimes brackish) water from two sources. Lit by luminescent coral and fish, the ceilings reflect an eerie, watery light. The city feels empty. Though well tended, it has obviously seen days of higher occupancy. During periods of inactivity, the sound of lapping water echoes conspicuously. Perhaps for this reason, visitors are allowed to wander freely in the outer ring, practically ignored by the Sahuaginn residents. Monitor guards allow only Sahuagins to move any deeper into the city, where the active temples host daily worship services. Sloopdilmonpolop's wealth of water and the complete inattention of the Sahuagins to protecting that resource attract travelers and merchants of all sorts. Five different trading companies maintain semipermanent holdings within or near the city, and their presence considerably increases the amount of available wealth. Drow control the majority of the trade here, but Dvergar trading companies also make regular visits here.

The PriestKing is lucid but wildly insane. He spends much of his time discussing matters of import with the voices in his head and occasionally issues incomprehensible orders to his underlings. His malady is the result of contact with the Waters here, which have a mentally destabilizing effect on certain Sahuagins. (This effect is usually seen as a touch of divinity). It is made worse, however, by a kraken who lives in the deepest part of the city. The kraken communicates with the Priest-King telepathically, adding to the voices he already hears in his head. Sometimes the kraken even speaks as Blipdoolpoolp. As far as its concerned, the priestking is the perfect patsy to use in getting its way, since he can issue commands with impunity that otherwise seem unfathomably insane. A standing army of respectable size protects the city from any unreasoning threats and prevents active hostility in the outer ring of the city. Slavery is commonplace in the city, and the Sahuagins here have no problems enslaving their own kind for debt or punishment. No one except a Sahuagin is allowed to even look upon the central temple to Blipdoolpoolp. This enormous structure was carved wholly from the surrounding stone, and the structure is crowned by a 12 metre tall statue of the Sea Mother. The floor around the pool is stair-stepped like an amphitheater so that it can seat several thousand Sahuagins in addition to any who swim in the pool itself. Priests, hold religious ceremonies here around the clock. Several hundred Sahuagins are engaged in worship at any given time. Inside the temple, the Priest-King lives and conducts his private meditations and prayers to the goddess. Within this temple are the treasures of the city - shells embellished with carvings and scrimshaw work so delicate and detailed that elven eyes blur when examining them.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Matriarchy

Population: 4,250,000 Sahuagin, plus another 1,365,000 slaves.

Gorad Nauka Metro or Star City 6 is an underground science research facility jointly funded by the Russian government and Eon Energy. It is tasked with discovering and analyzing everything in the underground world, including lifeforms, equipment, weapons, magic, etc.

The city is surrounded by a massive circular wall, featuring outposts with electro cannons manned by Russian soldiers. Additionally, sonic mines are set up outside the wall. Security cameras are lined around the colony and can manually send electro discharges into their surrounding areas. Interior locations include; the command base,
an Infirmary, 10 research laboratories, a market, a bar, a mess hall, houses, an agricultural field, and a jail. There is also a type of airfield for receiving Nuclear Subterrenes and Segmented Burrowers, which bring supplies from the surface and various underground items back to the top. The city is powered by electrical generators and has communications capable of penetrating to the surface. In the centre and toward the rear of the courtyard is the four story tall edifice of the Central Command Tower. It is an imposing circular building that is heavily fortified (20,000 HPs). It also contains the following military vehicles; 12 Main Battle Tanks, 14 APCs, 14 Self Propelled Artillery, 20 Infantry Fighting Vehicles and 200 Military Cycles.

Technology: 6

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Military

Population: 3000 human scientists, 5000 human soldiers.

Millions of years ago during the Triassic period, a Celestial Alliance exploration-colonization expedition of Magmanite origin while passing through the Sol system was hit by a meteor and suffered catastrophic failure of its engine systems. Adrift it eventually was drawn to earth where it crashed semi-intact. The process, however, caused an earth tremor, and a landslide buried the ship. Eventually, it somehow found its way to the magma core where it has been ever since. More recently a computer malfunction caused the colonists to wake from their stasis. They know this was not their intended colony but with so many computer systems smashed have no idea where they are of how long theyve been here.

The ship has the following;
Type: Colony Class
Crew: 16 + 33,111 colonist survivours
Length: 10 kilometres but some areas are not intact and open
Weight: 20,000,000 tons
Main Body: 780,000 HPs remaining
Drive: Manoeuvring Thrusters, Solar Cells Engine, Impulse Drive (severely damaged), Warp Drive I (destroyed)
Equipment: Terraforming equipment (destroyed), and various construction equipment and vehicles (severely damaged)
Defences: Chaff, 45 still functional ICMs spread around the ship, and 55 still functional Point Defence Guns spread around the ship
Cargo: various flora and fauna specimens (about 29% still intact)

Technology: 8 (was 9 but with so much equipment damaged it is now 8)

Culture: Hostile, intolerant and aggressive, held in check by strong social customs.

Government: Colony leader

The outer facade of Tellectus houses the thrall population, while deeper areas contain the bulk of the Minotaur and
Illithid population. These deeper areas have an outer and inner ring. The outer ring connects to the thrall caverns.
The edge of the inner ring contains the bulk of the Illithid community and is dominated by an axial plaza. The rest of the inner ring houses areas of extreme importance to all Illithid-including the pool of the elder brain. At least two winding passages open into this gargantuan fissure mated through natural geologic process. The ceiling is home to hundreds of damp stalactites that continually drip condensation to the floor. Two 9 metre high guard towers cover each of the passages that opens into the entrance cavern. At the behest of their Illithid masters, Minotaurs built
these rough towers from stone blocks mined from the floor of the cavern itself. Each guard tower has a crenelated platform  at its top and two lower stories. Four Minotaur sentries constantly stand upon the platform of each tower, watching against foreign intrusion (guard duty follows rotation among all billeted within the tower). In addition, 12 other Minotaurs stand watch on the lower storeys of each tower. If intruders cannot legitimately account for their presence, the sentries sound a gong loud enough to alert every Minotaur in the cavern. The chambers are bare of all but personal weapons, provisions, and moss cots. The cavern is home to a large population of Minotaurs. Crude domes, rough buildings (enough to house approximately 200 Minotaurs), and all the accoutrements of a sizeable subterranean village appear in the cavern. The village consists of a hunting lodge, a nursery, several huts (housing 2-5 Minotaurs each), a spring, large tracts of soil set aside for the production of edible moss and fungi, and a specially lied pen containing a small herd of livestock. In addition, a stonecarver, a leatherworker, a parchment maker, and a crude blacksmith exist within the village. A small rock quarry completes the set up of this sophisticated Minotaur community. Discriminating observers may note the apparent lack of a central authority. This is, of course, due to the fact that the Minotaurs are employed by the Illithid. The Minotaurs do not require constant psychic domination as they simply have nowhere else to go. The other races are too powerful. Having said that four Illithid overseers do keep an eye on the Minotaur “village”. The Minotaurs living here serve as a first line of defence in the event that invaders attack the Illithid community. In addition, these Minotaurs function as skirmishers during periods of Illithid aggression.

The middle wall is crude but large. It seems benign from the exterior, but in fact it always holds four Illithid overseers.  The overseers stand duty shifts of six hours; they keep tabs on the activities of the Minotaur village and pass warnings on to the elder brain in the event of a physical attack that somehow eludes the elder brain’s psionic surveillance. It also contains a secret chamber in its centre; a small passage located in the floor of the chamber leads toward the outer ring of the main Illithid community. The door to this secret chamber is 3 metres high and 6 metres broad, allowing a large force to sally forth in case of an emergency. When closed, the door is difficult to detect, requiring a normal find secret doors roll. The rough tunnel beyond is also 3 metres high and 6 metres broad; it descends steeply towards a pair of stout iron doors inset with narrow viewing grills guard either side. Within
the chamber, a contingent of twenty elite Minotaurs and four Illithids monitor the area. In the event of an attack, the mind flayers send mental communication to the elder brain; the elder brain, in turn, warns the entire community. Meanwhile, additional forces mobilize and respond within five rounds. The next passage contains a small spring, hanging growths of dark fungus, and five intellect devourers hidden back amidst the fungus. These creatures feed on
the ubiquitous empathic fungus, but they also supplement their diets with an occasional yummy brain. The intellect devourers do not attack Illithids, creatures escorted by Illithids, or Minotaurs. They do consider all other creatures fair game.

The inner wall is 6 metres wide and 6 metres tall; it completely encompasses the inner region which contains the
Illithids’ private dwellings. This area is humid and heavily carved with motifs not unlike those of exposed neural connections. Superimposed over the decorative carvings on the wall runs a continuous line of Illithid script. The
writing, unintelligible to non Illithids, gives precise directions to the various locations within the entire city. The central plaza is a wide, high spherical chamber constituting the prime area of social congregation for the Illithid population. The floor of the plaza holds a series of wide, shallow basins, where a lounging mind flayer might rest in comfort after long hours spent working in various capacities. Each basin has at least two or three eating stocks overlooking it, so that hungry Illithids need not stir from their pool in order to dine on grey matter. Ten to twenty slave thralls also attend every need of their recumbent masters-while the unlucky ones find their heads in a stock.
Every older Illithid has a dwelling with a balcony or window that opens onto the plaza. Very young mind flayers, however, inhabit those dwellings without a view of the plaza. The Illithids can expand these dwelling as the needs of their community grow. Four large equidistant avenues lead off the central plaza. Each avenue contains a highly sculpted archway that shows groups of thralls working at various tasks for their Illithid overlords.

Nearby is a facility that houses those utterly subjugated thralls that have received military indoctrination by Tamer
Illithids. These troops generally lay at ease on moss mattresses, but they always respond to an alert. Under normal circumstances, thirty-five Minotaurs serve as supervisors and directly command the thralls in the event of a conflict. Next to the building is an arena with various competition and dominance tournaments. It contains many features similar to the gladiatorial arenas; however, it differs in that it does not provide physical seating for spectators. Instead, four wallmounted crystal orbs provide interested Illithid viewers the opportunity to watch the spectacle. The orbs psionically relay visual and audio information to orb sets in each Illithid house. The Possessor Creed maintains
many vaults, connected by winding catacomb like tunnels. Some of these vaults hold the wealth of individuals, some hold the wealth of other Creeds, and one even contains the treasury of the Elder Concord itself. 20 elite Minotaurs and one elder Illithid guard the treasures against the threat of thieving invaders.

2 or 3 Illithids and an equal number of technicians per lab work steadily in the dozen labs near the vault. Each lab consists of a chamber illuminated by small infra-spheres set in the ceiling. Wall shelves and a central island of
smoothed, polished stone hold a variety of implements germane to either mechanical or psionic research. These
implements include alembics, crucibles, coils of distillation, mortar and pestles, scales, tongs (both miniature and gargantuan), and a host of other less-identifiable items. Strange specimens-both living and dead, complex psionic symbols, multicoloured flames, and noxious fumes are also fairly standard decor in these labs. All the creativity expended here confers a base 50% chance that each lab contains a functional psionic item. The Venerators (priests) keep up a series of chambers that serve as a Temple. The initial chamber serves as the central area of worship, and its decor holds many features in common with other temples throughout the multiverse. Two rows of columns march south, each column resembling a coiled tentacle thrust up through the stone floor. All of the columned "tentacles," however, originate from the massive idol in the southern section of the chamber. The temple usually has 8 priests and 10 acolytes. The priests are standard Illithids with "priestly" abilities.

When Possessor merchants return from dangerous trade missions, they sell their inventory to their fellow Illithids in the bazaar. While those Illithids servings as traders do find it financially rewarding, they must return a significant percentage of any profits to the creed. An Illithid can find a wide assortment of items in the bazaar-though the selection changes on a weekly basis. Furnishings, clothing, tools, and other such mundane items not fashioned by the Minotaur population are the usual hottest sellers, as the Illithid community itself does not produce those items.

The Inner Ring-an area completely encased in stone-lies 30 metres below the level of the plaza's floor. Physical (nonpsionic or nonmagical) travel between the outer and inner ring is an impossibility. Only those capable of sliding past the stone through extraordinary measures (such as probability travel, intangibility and teleport), or those brought along by Illithids can ever hope to access the secret chamber at the core. Like the circular throughway of the outer ring, this passage is steamy and resembles exposed brain tissue. A continuous line of Illithid script is superimposed over the disturbing bas-relief, recording the name of every Illithid that merged with the elder brain after death. At the centre lies the alpha and the omega of the Illithid community: a 6 metre diameter pool filled with briny fluid. The edges of the pool are coated in a white, lumpy goo remnant of hatched Illithid spawn--while hundreds
of tadpoles swim sinuously through the fluid. Looming darkly, and submerged in the pool's centre, lies the elder brain itself. In every way, this chamber is the both the physical and spiritual centre of the Illithid community. When the Elder Concord is in conclave, it meets around the edges' of the elder brain's pool. When an Illithid spawns, the hatching occurs along the pool's side. When a tadpole is introduced to a form-donor, it begins the process at the
pool's edge. Finally, when an Illithid's life is over, its fellow mind flayers commit its psyche to the elder brain in
this room. Illithids visiting this chamber reign in their esper-talk, keep tentacle oscillation to a minimum, and actively refrain from smearing any of their bodily mucous on the floor or walls. Even the members of the Elder Concord, during their weekly meetings, restrain themselves in the physical presence of the elder brain. Such is its presence that even nonpsionic minds can sense the elder brain's brooding, powerful presence although most nonpsionic minds brought to this chamber serve as form donors for the next generation of mind flayers.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Dictatorship

Population: 450,000 Illithid, 200,000 Minotaurs, plus another 1,200,000 slaves.

Thorbardin is the Dwarf capital city and High King's seat of power. This is the most populous of all Dwarf cities. Here, amongst its ancient temples to the Ancestor Gods, the High King holds court in a vaulted Great Hall large enough to engulf a human town. The forest of pillars that form the mile-long nave of the hall tower high into darkness. Despite suffering attacks beyond number, Thorbardin has never fallen to an invader. Here are kept the Great Book of Grudges, the Book of Remembering and countless hoarded treasures, each an object of awe and veneration to any Dwarf. After a great deal of bluster and grumbling, even the most independent of Dwarves from one of the far-off holds will ultimately admit to a fierce pride of Thorbardin. Although their empire may have crumbled, here at the stony heart of their realm, its power and splendour endure.

There are six distinct clans of dwarves who live here. Although each district seems distinct from one another, all were laid out in an orderly fashion. A traveller could go into any part of the city and know where to find homes, shops and businesses on any level. In the more populated areas, wagons that ride on rails permit quick transport of goods and people around the city. Large vertical holes, also called transport shafts, have been carved through each level. These allow goods and people to travel up and down many levels via buckets attached to huge chains. Time within this underground world is kept by Water-clocks that are set to the sun of the outside world. During the night, lights sparkle throughout the realm, these are usually from the Lanterns of Thorbardin. The old Temple of Reorx located in the Hall of Thanes has been converted into the New Council Hall. Near here is where the city's sewer system begins.
This city has the largest and busiest riverfront in all of the Middle Depths. Behind the waterfront lies the city's factories and markets. The streets are lined with temples dedicated to the gods. The second level of the city is full of public parks, residential buildings, and a large balcony that overlooks the first level of the city. The houses here are square but thin walled. On the third level the thane live in the large palace. A grand balcony overlooks the rest of the city. The Mercantile Exchange is also located here and is fronted with huge marble columns and lined with marble corridors. This level also houses the elite social group of artisans, merchants, soldiers, and craftsmen.

The area contains vast quantities of copper and other assorted minerals. The mainstay units of Dwarf Warriors, Quarrellers and Thunderers are all present in Thorbardin's army. Frequent fighting from ships makes missile weapons very popular. Though there is a slight preference for handguns over crossbows, crossbows are not only cheaper but more reliable in wet weather, making it unlikely that crossbows will ever be completely supplanted on ship. Because of the thriving port there is a wider range of dyes and textiles available than anywhere else in the Dwarf realm. As a result there are no dominant colours in the throng. Rare and exotic fabrics like silk are far more attainable and are excellent for demonstrating a warrior’s prestige. The Dwarfs are rightly proud of their wealth and are loath for it to be out of their sight. Rich clothing and jewellery enables them to keep their hoard close to hand where they can enjoy it and provides them with the resources to do their own trading when the opportunity permits. A common sight are arm rings of silver that can be used as currency virtually anywhere by the simple expedient of cutting chunks off one of them with an axe. When it comes to artillery, Thorbardin is exceptionally well-supplied. In particular they favour cannons and some of the largest pieces in the Underground can be found in their sea batteries. The needs of the fleet mean there is no shortage of Dwarf gunners and there is a keen rivalry between different clans over who possesses the most accurate cannon. When fighting foes equipped with wooden vessels, Flame Cannon are extremely useful and any Engineer who has built one is always welcome.

Technology: 4

Culture: Xenophobic, mistrustful of others until they have earned their friendship.

Government: Monarchy

Population: 2,403,690 Thorbathane Dwarves

The town's buildings are built low to the ground, with the majority of living space consisting of cellar rooms cut into the rock. Most of the gnomes are miners, while most of the humans served as monster slayers (gaining a monthly salary of 100 gold pieces plus 25 gold pieces per monster head), guides and guards to the caravans, or hunters (namely of wolves, raptors, crag cats, and the ever-plentiful rock hares). The major industry is secure, private storage for any type of goods. The storage facilities were made secure through the work of a wizard who created powerful wards protecting the walls and storage facilities. Additionally the gnomes export elaborate locks, sturdy wooden crates, and a distinctive green seam-sealing wax sold in cloth rolls

Technology: 4

Culture: Benevolent, more tolerant than standard but still with some violence.

Government: Guild council

Population: 600,000 Gnomes

Verminblight is the foul heart of the Vermin Under-Empire with magics more powerful than the unsuspecting world can imagine. The largest and most densely populated city in the world is kept secret, its locations only guessed at by the very wisest of mortal-kind. Deep in the rotting heart of the Blighted Marsh festers the vile capital of the ratmen, the decay-ridden nexus of all Vermindom. This is Verminblight, a sprawling metropolis of endless caverns; a multi-layered under-city of twisting corridors, and nightmarish squalor on an unimaginable scale. This evil capital of a nefarious race is the veiled lair from which rule the mighty Lords of Decay, the ruthless leaders of the Vermin race. It is here, amidst labyrinthine darkness, that the Vermin scheme for supremacy, gnawing over plots for the final apocalypse of the Human race. As the Vermin capital city, Verminblight is benefited with being the largest trade hub in the Under-Empire, where hundreds upon hundreds of merchants, pedlars, and trade barges go inside the city annually to sell their wares and goods, hailing from the multitude of Clans that populate the vast Under-Empire. But such wealth and prosperity only attracts the worst of the Vermin race, giving way to having the greatest population of cut-throats, thieves, outlaws, bandits, renegades, corrupt officials, and assassins than all the other Vermin strongholds combined. Such lawlessness and civil unrest has resulted in the City being at a constant power-struggle between untold number of factions vying for control over much of the cities mineral and political wealth.

Though all the Clans have at least a certain amount of foothold or influence in the city, it is ultimately ruled by the Council of Thirteen, where members of the cabinet gather to discuss matters of importance and vote on the issue at hand. The Council is located within the great Shattered Tower, a massive and imposing tower that is connected to the great Temple of the Horned Rat, the most magnificent of Temples dedicated to their vile god. Since the city houses the great Temple itself, this is also the headquarters of the legendary Order of the Grey Seers, where they will learn, study, and operate on the behalf of their Order and the Council for matters of business or importance. The noisome stench of the sucking mud and fetid waters rises high into the air, a vast and poisonous cover that prevents the full light of the sun from penetrating its gloom. Vast flotillas of Vermin slaves launch out, either swimming or mounted in small shantycraft. They scour the reed beds for the foul crops that grow there. Overseers apply the lash as slaves struggle to make quotas before the slave-hulk moves on — sometimes churning over swimmers trying to get back onboard. Escape through the horrors of the Blighted Marshes is impossible and, as unbelievable as it sounds, the worst punishment any grain-slave can suffer is to be abandoned in that stinking quagmire. Closer to the swamp's centre, ruined towers punctuate the murky waters, the passing slave-hulks sending waves lapping over the crumbling edifices. As the banks become solid ground there reside teeming ports where endless trudging lines of bent-backed figures haul black corn or moonseed from the quaysides to the factories. Enormous windmills of worm-eaten wood and rusted iron relentlessly churn out grain to feed the starving hordes of Verminblight. Periodically, armed patrols sweep the lines, enforcing speed and mercilessly gathering up any who have collapsed or expired under their weighty loads. Any such unfortunates are thrown in with the crops, literally more grist for the mill.

Clammy green-tinted mists wrap the ruins of vast arches and shattered buildings. The ground trembles with rhythmic cadences and sudden pillars of flame leap out of fissures. The cracked paving stones tilt crazily up from the deserted streets, with holes and vents pockmark the rubble-strewn byways. Shadowy figures flit or scurry amidst the crumbling structures. Some of the caves burrowed into the mounds of debris gleam with ominous lights, while others are gaping maws leading down into darkness. Verminblight houses innumerable clans - from the great powers to upstart and little-known Warlord clans. All areas are packed, crowded with seething hordes that demand constant expansion. At the lowest levels countless Vermin slaves toil away, never to leave the mines or factories for the whole of their short and horrible lifetimes. They are regularly worked to death and replaced. Armies of slave-workers shift mountains of rock drilled out by tracked machines of immense size that burrow out new tunnels for the ever-increasing population.

At the centre of the city lies the Great Temple of the Pestilence Rat. The Shattered Tower is a piece of madness made manifest, in places marble-white and perfect, whilst in others decrepit and crudely patched together. Masonry from many realms and eras of architecture are stacked atop each other, but for all that it stretches upwards to impossible heights. It is the fabled black heart of Vermindom, about which are told many legends. The temple is the base for the magic users. At one time the famed Warlock Engineers took control of the city, usurping whole quarters of the Under-city for their sorcerous machinery. The cathedral-sized halls are lit by glass spheres filled with lightning. Steel-wheeled carts are hauled along metal rails by tireless, smoke-belching iron beasts. Pistons, gears, and cogs the size of houses endlessly chum, generating Power for relentless industry.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Matriarchy

Population: 3,000,000 Vermin, plus another 675,000 slaves.

Verminspike is perhaps one of the most horrific of all the cities in the Underground. This bulgingly overpopulated stronghold is burrowed into the walls and floor of a ragged chasm. Volcanic pools at the bottom of the ravine raise a greyish plume of noxious steam and the foul stench is legendary. Worse than the olfactory assault, however, is the dreadful cacophony of howls, screams, snarls, and shrieks that clamour out of the frozen chasm. Not without good reason is this place known as Hell Pit. The Stronghold itself is a multi-layered city, similar in ways to the Dwarven fortress-cities. Indeed, this city is like a twisted parody of the Dwarf's grand halls and plazas of white stone. The thick city walls house part of the city's military, and are where most dealings are made between Vermin and potential customers. The massive city gates resemble a titanic rat's head, with countless red eyes peering out of the windows and murder hole as a sign of the stronghold's occupation. Within the city itself, Hell Pit is made of living flesh. The wealthy and influential members often have shifting, pulsing chairs and rugs that crawl and slither along the ground. Huge towers, like the tusk of an enormous beast, dominate the centre of the crater. From their peaks emerged clouds of glowing smoke; cobalt, scarlet, vermilion, and all manner of other toxic shades. The huge cloud of pollution that eternally hovers above the crater sometimes descends upon the city streets in a thick, noxious fog. Amongst the towers lay other buildings, tents of decaying leather, thrown over the massive skeletons of failed experiments; a loathsome shanty-town raised amongst the rot and fumes. These are the barracks within which the slaves and soldiers of the city dwell. Here and there, amidst the wide streets are glowing lakes of tainted water, contaminated by infernal magic and generations of filth. Carved within the crater walls are innumerable tunnels, an endless labyrinth of passageways and caves to provide burrows and laboratories for the Vermin's numerous inhabitants. In the ceiling above, one might glimpse flickering, bat-like shapes, just one more breed of their twisted creations. It is through these corrupted and vile creatures that the Vermin gains their power and wealth. By selling their vicious monsters to the others, they gain wealth and influence. However, the best and most ferocious creatures are kept to defend the city against the forces of the Underground, especially Verminblight. The massive Rat Ogres, the tireless Wolf-Rats, and the nightmarish Hell Pit Abomination are only a few of the more successful creations. The great labyrinthine tunnels of Hell Pit spiral in nine expansive circles, each worming and twisting like a great intestinal tract, each overburdened with numbers of preposterous proportions, and each full of mutated beasts that defy description. To perpetuate their crossbreeding, flesh-bonding crimes against nature, the Vermin require constantly toiling slaves and captured creatures in staggering multitudes. The great circles of Hell Pit are riddled with unholy laboratories, breeding pits, flesh distilleries, gladiatorial arenas, and skin forges that allow them to continue seeking new, more stable breeds of fighting beasts to sell or hire out to the other clans.

The most revolting section of Hell Pit lies deep within the bowels of the city, where all the uncontrollable experiments are kept, the sickly and the weak cast down into that rancid abyss, forced to fight for survival in a bloated, decaying realm. Snarls, moans, roars and shrieks drift up from these levels, where monstrosities beyond counting struggle and die amongst piles of those who came before. The rising vapours are so foul that few could ever bring themselves to approach the edge of these pits, but if one possessed the fortitude, they would behold a sickening hellscape of pallid, swollen flesh and the misbegotten things that crawl amongst the ruin, tearing at each other and themselves in agony and feral hunger.

Technology: 4

Culture: Malevolent, truly malicious race with little or no redeeming qualities at all.

Government: Matriarchy

Population: 2,090,000 Vermin, plus another 525,000 slaves.

The main entrance is a long, wide stairway between two walls of sheer, untracked magma leading up to a landing. Beyond the landing are two immense metal-bound doors that lead into the city proper. Because of the rare metal built into the doors, they reflect all magic cast at them back at the source and deal 2D12 points of electrical damage per round to all beings in contact with them. The gates swing outward and can only be opened from within by two great cranks tied to gears underneath the landing. It takes ten adult male Mineroids to open or close the gates. An overseer and four soldiers are stationed at each crank at all times. In the great entrance cavern, a vast labyrinth of defensive fortifications waits. Dozens of tiers and twice that number of smooth stairways rise and fall across the chamber, so that an attacker would have to climb up and down several levels to strike. Low walls of perfectly fitted stone define walkways and weave around higher, thicker walls that can keep an invading army bottled up in the chambers exposed sections.

Zardeth is composed of a series of chambers interconnected by low tunnels. Five guards stand duty at all times at each end of each tunnel. Each tunnel has been constructed so that it is sunk below the level of the cavern floors, sloping down for half its length and back up at the other end. Hidden reservoirs and pipes at each end of each
tunnel enable the guards to quickly flood the sloped passageways with lava, a defensive fortification that can be used to kill invaders or to simply cut off portions of the city that have already fallen. Past the entrance doors lies the largest cavern, home to the city guard and designed solely for defence. A low, narrow corridor, where even the Mineroid must march single file, leads into the rest of the city from the entrance cavern. Rounded, natural houses resemble randomly tumbled boulders of a past volcanic eruption. Unremarkable corridors wind like an ancient river. Dozens of cave entrances line the walls on all sides, and fires burn in several areas, making the city bright. Most homes are sparsely furnished, open-faced, functional dwellings of one or two rooms. Closed doors and windows are rare. A gauntlet of traps triggered by loose stones and trip wires guards the tunnels, stairway, and landing outside the city's main entrance.

The city's spellcasters seed the surrounding stone with gems. Each gem is enchanted with one or more glyphs of warding, spellriggers, and symbols. If disturbed, such wards release effects such as mass blindness and weird. Other
gems bear enchantments such as screen that shield the city from scrying. Finally, Zardeth's priests have bargained
for the services of a contingent of magma elementals. Each elemental serves for four weeks at a time. At least a dozen elementals patrol the surrounding stone at any given time, emerging from the rock only if called. They quickly converge on and destroy any invader. The city generates much of its wealth, mining ore and gemstones that they fashion into armour, coins, crockery, cutlery, weapons, and the like, much of which is heavily jewelled. The city's spellcasters use the most precious gems as material components in their gem magic.

Technology: 2

Culture: Hostile, intolerant and aggressive, held in check by strong social customs.

Government: Monarchy

Population: 2,675,150 Mineroid

Arranged around the central plaza are the various temples, each aligned to a certain star, planet or other body. They rise up in platforms, giving a stepped appearance with steep staircases on each side. At the top lies the Star Chamber, where the Lizardmen can communicate with their fellows and search the heavens for the Old Ones. Inside the pyramid-temples are sacred crypts and chambers accessed by secret passages. There are many swamps in the city which act as spawning pools, where the inhabitants of the city are spawned. Other swamps are inhabited by piranha fish. These pools are an added defence for the city. At the centre of the city is the Great Central Plaza, where the causeways and processions leading into the temple-city meet. It is where the population come to observe rituals, and serves as a mustering place for the army of the city before they march to war. Most of the inhabitants though live in the barrios. The area around the barrios is where the Stegadons and other beasts are kept, although some are kept further out near the walls or near the stone quarries. It is from here that the Lizardmen plot how they will reconquer the surface world.

Technology: 4

Culture: Hostile, intolerant and aggressive, held in check by strong social customs.

Government: Tribal Council

Population: 4,000,000 Lizardmen, plus another 675,000 slaves.