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FRESH BRAINS
THE FLOW OF
Lords of Madness details the D&D game’s most unusual
and unsettling creatures—the aberrations. The book
also offers invaluable tips for overcoming these crea-
tures, as well as new feats, spells, and equipment based
on their abilities. In addition, several organizations
dedicated to the eradication of aberrations are pre-
sented.
The Flow of Fresh Brains is a short D&D adventure for
four 11th-level player characters (PCs). The scenario is
not setting-specific; you can place it in any populated
section of your campaign world that is a near a medium
or large city. The action begins along one of the major
trading routes between cities, then progresses to an
illithid nautiloid. As always, feel free to adapt the mate-
rial presented here as you see fit to make it work with
your campaign.
This adventure uses the horrific adventure guide-
lines presented on page 13 of Lords of Madness . Since the
encounter levels (ELs) of several encounters are higher
than normal for the character level of the PCs, charac-
ter death is a very real possibility. At the very least, the
PCs will find themselves severely taxed during this
adventure, so be sure to provide ample opportunities
for healing.
A Short Adventure for Four 11th-Level
Player Characters Featuring
Material from Lords of Madness
CREDITS
Design:
Darrin Drader
Editing:
Penny Williams
Typesetting:
Nancy Walker
Cartography :
Diesel and @@
Design Manager:
Christopher Perkins
Web Production
Bart Carroll
Web Development:
Mark A. Jindra
PREPARATION
You (the DM) need the D&D core rulebooks—the
Player’s Handbook, the Dungeon Master’s Guide, and the
Monster Manual —as well as the Expanded Psionics Hand-
book and Lords of Madness— to run this adventure. The
information presented here utilizes the D&D v.3.5
rules.
To get started, print out the adventure, including
the maps. Read through the scenario at least once to
familiarize yourself with the situation, threats, and
major NPCs (particularly their motivations). Text that
appears in shaded boxes is player information that you
can read aloud or paraphrase for the players at the
proper times. For monster and NPC statistics, refer to
either the Appendix or the appropriate pages in Monster
Manual or Lords of Madness.
Graphic Design:
Sean Glenn, Cynthia Fliege
Based on the original D UNGEONS & D RAGONS ® game by E.
Gary Gygax and Dave Arneson and on the new edition of the
D UNGEONS & D RAGONS game designed by Jonathan Tweet,
Monte Cook, Skip Williams, Rich Baker, and Peter Adkison.
D&D, D UNGEONS & D RAGONS , and D UNGEON M ASTER are registered trademarks owned
by Wizards of the Coast, Inc. The d20 logo is a trademark owned by Wizards of the
Coast, Inc. All Wizards characters, character names, and the distinctive likenesses
thereof are trademarks owned by Wizards of the Coast, Inc.
This material is protected under the copyright laws of the United
States of America. Any reproduction or unauthorized use of the
material or artwork contained herein is prohibited
without the express written permission of
Wizards of the Coast, Inc.
©2005 Wizards of the Coast, Inc.
All rights reserved.
Made in the U.S.A.
This product is a work of fiction.
Any similarity to actual people, organizations, places,
or events is purely coincidental.
MINIATURES
You may find that some of the miniatures produced by
Wizards of the Coast, Inc. greatly enhance your players’
enjoyment of this adventure. The warbands presented
in a recent web article (http://www.wizards.com/
default.asp?x=dnd/mi/20050317a) are of particular
interest.
This Wizards of the Coast game product contains no Open Game Content.
No portion of this work may be reproduced in any form without
written permission. To learn more about the Open Gaming License
and the d20 System License,
please visit www.wizards.com/d20.
For more D UNGEONS & D RAGONS articles, adventures, and information,
visit www.wizards.com/dnd
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The miniatures indicated below are particularly
useful during play. Some are not exact matches for the
designated NPCs, but they do an adequate job of captur-
ing the nature of the monster, or at least its relative size.
Xhux’uto: Aberrations—Mind Flayer Telepath
(39/60).
Other Mindflayers: Harbinger—Mind Flayer
(50/80).
Narulin: Harbinger—Human Blackguard
(45/80).
Kigrid: Deathknell—Ambush Drake (30/60).
Black Thorne Mercenary: Aberrations—Man-
at-Arms (8/60).
Black Thorne Sorcerer: Deathknell Renegade
Warlock (23/60).
considerably less personal risk than any other means of
acquiring food. Deals were made, and avenues were
opened for slave trade with the inhabited worlds. As a
result, several nautiloids now ply the space lanes
among the various illithid colonies, exchanging living
captives for gold, gems, and spices.
The illithid captain Xhux’uto commands a nautiloid
that services five asteroid settlements. A two-way gate
within the ship links to the subterranean stronghold of
a mercenary company with which Xhux’uto has main-
tained a long-standing relationship. Composed mostly
of humans, the Black Thorne Company rounds up
humanoids and brings them to Xhux’uto’s nautiloid for
transport to the various asteroid settlements. Xhux’uto
charges his clients twice what he pays the mercenaries
for the slaves, keeping the difference as pay for himself
and his crew.
The Black Thorne Company began as a simple
group of highwaymen who brazenly defied the laws
and the protectors of their lands, waylaying travelers
and caravans with increasing frequency. Xhux’uto took
notice of the group as its infamy grew. Eventually, the
mind flayer contacted Narulin, the ruthless fighter
who led the band, and offered him a chance to gain
even more wealth from each raid by selling captives for
illithid consumption. Since the Black Thorne Com-
pany had quite a bit to gain from this arrangement and
nothing to lose, the leader agreed to a partnership with
the illithid captain.
Since then, the Black Thorne Company has become
even more infamous in the surrounding lands because
its members no longer leave survivors, or even corpses,
behind in the wake of an attack. Some claim the merce-
naries are cannibals; others insist that they are slavers.
Only the members of the company and their client,
however, know what really happens to victims of their
attacks. All live captives are turned over to the illithids,
and any corpses are taken back to the band’s hideout
and fed to the kigrids that serve as their guards.
Xhux’uto’s nautiloid is a relic from the distant future
powered by magical technology that has not yet been
invented. The illithids run the ship with a skeleton
crew and do not even bother to man the weapons.
Since few if any spacefaring races exist at the present
time, the chances of attack by another ship during any
regular trading run are vanishingly small.
ADVENTURE
BACKGROUND
Mind flayers, otherwise known as illithids, are horrific
creatures that originated in the far future. Faced with
the imminent demise of their kind, they fled to the
past with their elder brain leaders, plus certain fero-
cious and twisted creatures that inhabited their home-
world, as well as numerous spacefaring ships called
nautiloids. Upon arrival, they took refuge in the dark
corners of various worlds and began to build their
empire anew by enslaving the native humanoid races.
Since then, the illithids have manipulated events in
both overt and subtle ways to assure the eventual evo-
lution of their own species.
Most of the illithids sought refuge beneath the sur-
faces of their new worlds, establishing colonies that
thrived and grew strong where the light of the sun
could not penetrate. However, a large number of them
avoided inhabited areas altogether and made their
homes among the stars instead. Several elder brains
and their illithid followers settled on small moons or
large asteroids, where they could plot out their future
without interference from the native creatures of the
inhabited worlds. But while this solution helped to
ensure the safety of the illithid masters, it also dis-
tanced the settlements from their primary food source:
the brains of sentient creatures. The vast majority of
the illithids in such stellar settlements addressed this
issue by using their plane shift ability to capture sentient
creatures for food. As luck would have it, however, a
few settlements were established on stellar bodies that
happened to be rich in valuable minerals. The residents
of these colonies quickly discovered that mining these
substances and trading them for living slaves presented
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ADVENTURE SYNOPSIS
Several groups of travelers have recently disappeared
along a busy trade route. Investigation leads the PCs to
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a cave complex, where they encounter several merce-
naries as well as numerous strange creatures belonging
to the illithidae family of monsters. In the innermost
chamber of the complex, they discover a magic portal.
PCs who pass through the portal find themselves in
the bowels of a nautiloid ship. After fighting their way
past numerous illithids and mercenaries, they can con-
front Narulin and Xhux’uto, the mercenary leader and
the nautiloid captain, respectively. If they defeat these
two leaders, they can rescue the people held in the nau-
tiloid’s slave deck. The PCs cannot control the ship,
however, so they must then decide whether to allow it
to drift in space, or destroy it before leaving.
BEGINNING THE
ADVENTURE
The Flow of Fresh Brains is a site-based adventure in
which the action occurs in two places: inside the sub-
terranean stronghold of the Black Thorne Company,
and aboard Xhux’uto’s nautiloid ship.
You can place the Black Thorne hideout in any sub-
terranean area you desire, so long as it is near enough to
a city to permit easy acquisition of supplies. You must
decide how the PCs learn of its location—perhaps by
following the mercenaries after an attack, or by interro-
gating captured members of the company, or by some
form of divination. The journey to the stronghold is
uneventful, though you may add a random encounter
along the way if it lies some distance from the PCs’ base
of operations.
The adventure begins when the PCs approach the
dungeon that the Black Thorne Company uses as its
hideout.
ADVENTURE HOOKS
As DM, you know best how to involve your characters
in an adventure. However, if you’re stuck for an idea,
you can use any of the following suggestions to draw
the PCs into the action.
• While traveling along a busy trade route, the PCs are
attacked by a vicious band of thugs. The mercenaries
fight hard and seem particularly determined to win,
even though the PCs clearly outmatch them. After the
battle, the surviving thugs attempt to flee under-
ground. Any thugs who are captured and forced to
talk reveal that they are part of a slaver band that
captures people and sells them to a mysterious client.
A. BLACK THORNE
STRONGHOLD
The Black Thorne Company operates from a subter-
ranean stronghold dug out of a sandstone cliffside. Cre-
ated more than fifty years ago by a group of slave
traders, the cavern complex has been occupied by one
criminal organization after another ever since. Heroes
have cleared it out on more than one occasion, and one
group even went so far as to collapse the cave entrance,
but new villains continually re-excavate the complex.
The authorities of the nearby towns have dismissed the
complex as a possible hideout for the mercenary com-
pany that has been plaguing the roads because they
assume the interior of the cliff to be unreachable.
• Lord Dannis, a wealthy noble, was expecting his
nephew Garris to arrive in town two days ago. The
young man was traveling by coach with a group of
friends from a nearby city, but the coach never
arrived. Dannis has heard the recent tales of bold brig-
and attacks, and he fears that Garris and his friends
have fallen prey to such a band of outlaws. Thus, the
nobleman has offered a 5,000-gp reward to any adven-
turers willing to track down his nephew and return
him safely.
A1. ENTRANCE (EL 12)
The entrance to the stronghold is located on a ledge
midway up the face of a steep, forested cliff. When the
PCs reach the area outside the door, read or paraphrase
the following.
The PCs belong to an organization that opposes aberra-
tions, such as the Circle of the True, the Darkrunner
Guild, the Society of the Sanctified Mind, or the Topaz
Order (see Lords of Madness, pages 217–222). Their organ-
ization has learned about the illithids’ covert activities in
this area through an informant who was once a member
of the Black Thorne Company. The leaders of the organ-
ization have passed this information along to the PCs
and asked them to investigate this matter and eliminate
the threat.
Set into the face of the sandstone cliffside is a
thick, wooden door. Just in front of it runs a
narrow ledge overlooking the perilous drop
below.
The door is locked but not barred.
s Strong Wooden Door: 2 in. thick, hardness 5,
hp 20, break DC 23, Open Lock DC 30.
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Creatures: A patrol of six Black Thorne mercenar-
ies (four fighters and two sorcerers) guards the
entrance.
Black Thorne Fighter (4): hp 53 each; see
Appendix for statistics.
Black Thorne Sorcerer (2): hp 23 each; see
Appendix for statistics.
Tactics: Because of their recent raids, the merce-
naries are wary of intruders, and their guards are espe-
cially alert. This vigilance manifests as a +2 circum-
stance bonus on each mercenary’s Spot checks when
the PCs approach. If they spot the PCs before they can
close to melee range, the Black Thorne mercenaries
attempt to hide in one of several nooks beside the door,
on side farthest from PCs. This tactic grants each a +2
circumstance bonus on his untrained Hide check.
The mercenaries attack as soon as any PC comes
within 25 feet of the door. If the PCs approach by
climbing the cliff face, the mercenaries fire arrows at
them until someone gets close enough for melee. If the
characters approach via the ledge, the mercenaries bull
rush them and attempt to push them off the cliff. Any
character forced off the ledge falls 50 feet, taking 5d6
points of damage.
When melee combat begins, the fighters quickly
form a line in front of the PCs to protect the sorcerers
in the back. If the PCs protect a spellcaster behind their
own lines but are within 15 feet of the fighters, the
latter use Spring Attack to attack the spellcaster, then
return to their starting squares.
Development: The six guards fight to the death.
They have made a pledge to Narulin to protect the
stronghold, and they fear the mind flayers more than
they fear death. If the battle goes poorly for them, they
focus on trying to force the PCs off the edge of the cliff.
These mercenaries have no keys for the locked door.
They expect their relief to open it for them at the end
of the watch.
Eight of the mercenaries are currently outside the com-
plex in search of targets for raiding. The rest of the
group, including Narulin, is aboard the nautiloid con-
cluding a deal for a group of prisoners.
Creatures: Currently, a group of five mercenaries
remains within the complex. At present, they are rest-
ing, but they will relieve the group on watch outside
within the hour.
Black Thorne Fighter (4): hp 53 each; see
Appendix for statistics.
Black Thorne Sorcerer: hp 23 each; see Appen-
dix for statistics.
Tactics: The Black Thorne fighters immediately
rush to attack when the PCs approach the room. If they
spot the characters in the hallway, they stand three
abreast in front of the entrance to block it and try to
inflict as much damage as possible. If the PCs manage
to get into the room, the fighters form a defensive line
to shield the sorcerer, who casts spells at the intruders
from his position of safety.
Treasure: Within this room are two locked chests
containing the mercenaries’ pay. Between them, they
hold 847 gp, an emerald (worth 300 gp), and four
potions of cure moderate wounds.
s Wooden Chests (2): Hardness 5, hp 25, break
DC 30, Open Lock DC 30.
Development: If the PCs kill or disable two of
the mercenary fighters, one of the remaining pair
attempts to flee to area A3 and rouse the kigrids, which
then chase him back into this room. At that point, the
creatures readily engage any PCs who are still standing.
A3. LAIR OF THE KIGRIDS (EL 11)
Read or paraphrase the following aloud when the PCs
enter this area, adjusting the text as needed if the
kigrids have already fought the PCs in area A2.
Bones, fur, and other grotesque remains of once-
living creatures litter the floor of this cavern. The
stench of rotten meat lingers in the air.
Eight feral-looking creatures with stone-gray
fur look up from a bloody meal. Each of these
vaguely feline quadrupeds has muscular legs, a
thick neck, and a flat, broad head. The creatures’
eyes glow a dull red color, and their jaws are lined
with small, sharp teeth.
A2. MAIN QUARTERS (EL 11)
The mercenaries spend most of their time in this cham-
ber. When the PCs enter, read or paraphrase the follow-
ing aloud.
This chamber has a lived-in look. The floor is cov-
ered by a clutter of personal belongings, bedrolls,
various items of clothing, and other odds and ends.
The two wooden tables that occupy the center of
the room are heaped with the bones of small ani-
mals. Against the north wall stand two empty 5-
foot-by-5-foot cells, each with an iron door.
Creatures: This room is the lair of the kigrids—hor-
rific creatures from the illithidae family of monsters.
Xhux’uto gave them to the mercenaries as a gift to seal
their pact, and Narulin placed them here to protect the
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