Waterdeep: Dungeon of the Mad Mage

Dezmyr and Zalthar

The current leaders of Shadowdusk Hold are the twins Dezmyr and Zalthar Shadowdusk. They have remained close throughout life and undeath, and might have led their mortal family skillfully if circumstances had played out differently.

The twins are devoted to each other and are obsessed with returning their family to prominence and ultimately seizing control of Waterdeep.

4a. Grell Nest

A hive-like nest with multiple dark openings fills the southern half of this room. Seven grells lurk inside the wet, papery nest and emerge from it to attack intruders.

4b. Mad Creature

The nothic used to be an apprentice mage named Rhamagant, who served as Vertrand Shadowdusk's assistant (see x for more information about Vertrand). The nothic remembers nothing of its previous life and fights only in self-defense. A character who questions the nothic in a language it understands can glean the following useful information amid its mad ravings:

• This level of Undermountain is called Shadowdusk Hold, and it has three tiers.
• The deeper into Shadowdusk Hold one goes, the closer one gets to the Far Realm.
• There's a secret room on each tier.

The nothic knows the locations of all the secret doors leading to the secret rooms in Shadowdusk Hold (areas aaa, ad7, and afe). Any character who can communicate with the nothic can, with a successful DC 20 Charisma (Intimidation or Persuasion) check, convince it to accompany the party and point out secret doors. When it comes within 10 feet of a secret door in Shadowdusk Hold, the nothic begins scratching at it while muttering the words "secret door" in Undercommon.

Treasure

Stashed on a shelf inside the nothic's ceiling niche are 15 pp and 200 gp in a leather sack, and a potion of supreme healing in a glass vial fastened to a silver necklace (25 gp).

The tapestry depicts the ghastly wedding of Xerrion and Margaraste Shadowdusk. It is worth 750 gp and weighs 50 pounds.

10a. Melissara's Chamber

Melissara has so far managed to escape the horrible insanity that besets the rest of her family, but she can sense that her mind is slowly being eroded by contact with the Far Realm. Fearing that her descent into madness is inevitable, she lives in a state of self-imposed exile and chooses to remain in Shadowdusk Hold despite every instinct telling her to flee.

Melissara is a human archmage, with these changes:

• Melissara is neutral.
• She speaks Common, Deep Speech, Draconic, and Dwarvish.
• She has the dimension door spell prepared instead of banishment.

If the characters address her in a civilized manner, Melissara listens to what they have to say. She then implores them to destroy Dezmyr and Zalthar before they can enact their plan to conquer Waterdeep, not realizing that death knights are not so easily vanquished. Melissara asks that she and Derrion be left out of the ensuing conflict and provides the following information to the characters in good faith:

• All members of the Shadowdusk family have, to some extent, been corrupted by the Far Realm. To the best of Melissara's knowledge, the damage is irreparable.
• Other family members living in Shadowdusk Hold include Melissara's three cousins: the wizards Berlain, Cassiok, and Vertrand.
• Dezmyr and Zalthar are death knights that dwell on the lower tiers of Shadowdusk Hold. Contact with the Far Realm has given Dezmyr the ability to warp reality to a limited extent. Zalthar has no such ability but wields a sword that drains souls.
• The lowest tier of Shadowdusk Hold is home to a blue dracolich in league with the death knights. (Melissara knows the dracolich's phylactery is hidden somewhere in Shadowdusk Hold, but doesn't know where.)

If the characters have no interest in conversing with Melissara, she uses dimension door to get to x and sends her lunatic husband to eliminate them.

10b. Derrion's Chamber

Derrion enjoys killing unwelcome visitors. He is a human champion (see appendix A), with these changes:

• Derrion is chaotic evil.
• He speaks Common and Deep Speech.
• Derrion stores his weapons and plate armor on the equipment racks. If he doesn't have time to don his plate armor, he makes do with a chain shirt (AC 15).

Derrion accompanies Melissara whenever she leaves their suite, fearing that she will come to harm without his protection. He lives in constant fear that adventurers might invade Shadowdusk Hold and lay waste to it. Prolonged exposure to the Far Realm has made him sleep-deprived and irritable. His eyes are bloodshot, and he hears whispers of things that aren't real. Only Melissara can control his inexplicable rage toward visitors.

Bookcase

The bookcase's glass doors aren't locked.

Desk

The desk holds an orderly stack of notes. Half of the notes detail meticulous magical experiments and studies regarding the nature of the Far Realm. The other notes are nonsensical ravings that hint at a fractured mind slowly coming undone.

The bottom drawer is sealed with an arcane lock spell cast by Melissara. Inside is a small black journal. The first page of the book is trapped with a glyph of warding spell, whose explosive runes deal fire damage (save DC 15). The glyph is keyed to go off if anyone but Melissara opens the journal (a precaution to prevent her cousins from reading it and discovering her secrets).

The journal details Melissara's unease with her family, as well as her growing fear of losing her mind and soul to the Far Realm. She seems desperate to use her writings in the journal as a touchstone to her own mind.

Treasure

The tapestry depicts the original Shadowdusk Hold, an impressive villa overgrown with ivy that stood in Waterdeep's Sea Ward until it was burned to the ground. The tapestry is worth 250 gp and weighs 50 pounds.

Treasure

A detect magic spell cast on the fountain reveals an aura of conjuration around the aboleth statue, contained within which is the source of the water: a decanter of endless water. The decanter can be obtained only by destroying the statue, which has AC 17, 60 hit points, and immunity to poison and psychic damage.

16a. Burned Library

Berlain (see x) lost her temper here a tenday ago and used multiple fireball spells to destroy the room's contents.

16b. Laboratory

A workbench along the west wall of this area is covered with tools, components, and magical apparatus.

16c. Clean Room

This room is used to rid objects and creatures of undesirable magical energy that might destabilize a sensitive experiment. In addition to the antimagic effect always active in the room, any creature that passes through this area has any magic items it carries and any magical effects active on it suppressed for 1d4 minutes after it exits. Detect magic cast from outside the room does not detect the antimagic field.

18a. Study

Berlain's notes, strewn across her desk, are a blend of arcane esoterica and insane pronouncements. All of it paints a picture of horrific experiments performed on living humanoids. A recently scrawled annotation laments a lack of fresh subjects that is stalling her work.

18b. Bedchamber

A little over a year ago, Berlain and her brother Korva briefly entered the Far Realm, whereupon they became fused into a single physical form. This merging obliterated most of Korva's body and personality, leaving Berlain with an extra mouth and an extra set of arms that once belonged to her brother. She also inherited a few of his internal organs and personality traits. She can speak using one or both of her mouths.

Berlain has dirty blonde hair, piercing dark eyes, and two mouths where one would normally be—one below the other, canted at an angle. Sprouting from her misshapen shoulders are two pairs of arms—her original limbs above those of her brother. She wears a poorly stitched robe made from other garments and designed to fit her mutated form.

Berlain has a close kinship with Vertrand, and the two wizards work well together. Berlain has no interest in forging alliances with visitors and tries to capture intruders for use as experimental subjects.

Berlain is an archmage, with these changes:

• Berlain is a chaotic evil aberration who speaks Common, Deep Speech, Grell, and Undercommon.
• She has the polymorph spell prepared instead of banishment.
• As a bonus action, she can use her extra mouth and arms to cast any cantrip she has prepared.

The grells serve as Berlain's valets, and she communicates with them in their own language. The grells try to grapple and subdue intruders on sight.

20a. Central Chamber

If visitors arrive unannounced, the will-o'-wisps become visible and impatiently question the new arrivals. Characters must present a plausible reason for their presence and succeed on a DC 20 Charisma (Deception or Persuasion) check to convince the will-o'-wisps not to attack them. If they don't like what they hear, three of the wisps attack. The other two break away to warn Vertrand (x) and Berlain (x), who, along with Berlain's grell valets, converge on this area. If a battle erupts here, the nothics in x join the fray.

20b. West Atrium

Five nothics hide behind the pillars in this area. They fight alongside the will-o'-wisps in x but avoid combat otherwise. If the characters attack the nothics, any will-o'-wisps in x come to the nothics' aid.

20c. East Atrium

This side chamber is unoccupied.

23a. Outer Sanctum

Soft cushions and woven mats adorn the floor of this fragrant room. Brass censers hold cones of unlit incense. A secret door in the southeast wall leads to x.

23b. Black Crystal Tablet

This chamber contains no light sources and is unnaturally dark. Any bright light that shines into this room or inside it is reduced to dim light, and dim light is reduced to darkness. Darkvision functions normally here.

A stone table rests against the wall opposite the door. A tablet made of black crystal inscribed with strange writing rests on the table. The tablet is cold to the touch, and its writing appears to writhe.

24a. Communal Area

Twelve nothics gather here and glare suspiciously at strangers while spouting nonsense among themselves. If the characters do anything to startle the nothics, they attack; otherwise, the nothics let characters pass through this room unmolested.

24b. Peek-a-Boo

Two nothics cower beneath mounds of rotting tapestries piled against the east wall. The nothics sheepishly observe passersby and avoid combat.

24c. Rotting Refuse

The nothics throw garbage here, including the half-eaten corpses of rats, bats, and other vermin. The shredded remains of a tapestry depicting the city of Waterdeep hang on the south wall.

Treasure

A search of the stacks turns up four profoundly philosophical texts worth 250 gp each to an interested sage. Their titles are Patterns in the Tapestry of Time, The U'keth Prophecies, Whispers of a Bygone Truth, and Tales of Existential Dread.

The tapestry features a stunning night sky set with pearls and diamond chips as stars, but the constellations match none known in Faerûn. The tapestry is worth 2,500 gp and weighs 30 pounds.

30a. Shadowdusk Hall

A character who succeeds on a DC 20 Intelligence (Investigation) check can ascertain that the scorch marks on the walls and pillars were made by a blue dragon's breath weapon. Years ago, Halaster lured a dracolich named Lynnorax to Shadowdusk Hold. Dezmyr and Zalthar pressed the dracolich into service. The dracolich waits for intruders in x and guards the death knights' vault (x).

The statues in the northern alcoves depict Arandraya and Maelweene Shadowdusk. The statues to the south depict their brother, Xerrion, and their other sister, Yarlithra. Each statue stands atop a 2-foot-high block of stone that bears an inscription of the noble's name.

30b. Family Crypts

This arched, 15-foot-high hall is lined with alcoves. Each alcove contains a dusty stone casket holding the remains of a dead Shadowdusk family member, but no treasure.

31a. Warped Foyer

This chamber is lined with twisted columns that seem to change shape slightly every few minutes.

31b. Threshold of Insanity

34a. Zalthar Shadowdusk

The adventurers catch Zalthar in a moment of reflection, and he considers their presence an affront. He is a death knight, with these changes:

• Zalthar wields a nine lives stealer longsword with 5 charges remaining. He has a +13 bonus to hit with the weapon. On a hit, he deals 11 (1d8 + 7) slashing damage, or 12 (1d10 + 7) slashing damage if used with two hands, plus 18 (4d8) necrotic damage.
• He has the locate creature spell prepared instead of banishment.
• He speaks Abyssal, Common, and Deep Speech.

When intruders enter the room, Zalthar stands, draws his sword, and says, "Dezmyr foretold your arrival. I've been waiting for you." He then tries to destroy them.

34b. Black Obelisk

This 20-foot-high room contains a single object: a 15-foot-tall, tapered obelisk of black stone situated in the middle of the room.

The Shadowdusks found the obelisk on another level of Undermountain and brought it here after subjecting it to Far Realm energies. It radiates a strong aura of abjuration magic under the scrutiny of a detect magic spell or similar magic, and a paladin using Divine Sense can detect a celestial presence trapped within it.

Characters who have a combined Strength of 60 or higher can topple the obelisk, which is a Huge object with AC 17, 90 hit points, and immunity to poison and psychic damage. Toppling or destroying the obelisk releases a couatl trapped within. The couatl, named Tezca-Zyanya, appears in the form of a Tiny yellow frog. Using its telepathy, the disguised couatl thanks the characters for releasing it. Exposure to the Far Realm has deprived the couatl of its memories, including those that would explain its entrapment and the purpose of the obelisk.

If the party includes no evil characters, Tezca-Zyanya offers to accompany its rescuers and assist them until its services are no longer required. It continues to pass itself off as a frog until circumstances force it to reveal its true form. Trapped in the obelisk for millennia, it knows nothing about Undermountain or Waterdeep.

Arch Gate to Level 23

The arch is one of Halaster's gates (see "x"). Its rules are as follows:

• If any creature touches the arch, the face shouts out in Common: "Yield magic for safe passage!" A stone arm with a flat, outstretched hand then rises from the floor before the arch. If a magic item of at least uncommon rarity is placed into the hand, it sinks back into the floor with the item, which is teleported to Halaster's study in x of level 23. The gate then opens for 1 minute. If an appropriate magic item is not placed in the hand within 10 seconds of its appearance, it points to the nearest creature that Halaster's visage can see. That creature must succeed on a DC 22 Constitution saving throw or be petrified.
• Characters must be 17th level or higher to pass through this gate (see "x"). The first creature to pass through the gate triggers an elder rune (see "x").
• A creature that passes through the gate appears in x, in the closest unoccupied space next to the similar gate located there.

36a. Empty Chamber

This room stands empty.

36b. Rubble-Strewn Room

Rubble is scattered across the floor beneath a 20-foot-long, 5-foot-wide gash where part of the ceiling has collapsed.

Xunderbrok

If the word "xunderbrok" is spoken aloud anywhere in this room, a granite cone magically appears on the floor in the southernmost corner of the room. (See x, for the significance of this word.) The cone is 4 feet tall and 2 feet wide at the base. Close examination reveals that the top of the cone unscrews to reveal a hollow compartment under the cap.

38a. Memento Mori

The charred skull is all that remains of Dezmyr's mother, Yarlithra Shadowdusk, who perished in the blaze that destroyed the original Shadowdusk Hold in Waterdeep. Dezmyr keeps her mother's skull as a memento to remind her of her ambitions and purpose.

38b. Storage

This room contains unused furniture draped in cobwebs, including a canopied bed and a claw-footed armoire. A headless wooden mannequin in the southwest corner wears a dusty yellow ball gown more than a century out of fashion.

38c. Dezmyr's Sanctum

[image: Dezmyr Shadowdusk]

Dezmyr is so touched by the Far Realm that she speaks in riddles. As soon as one or more characters enter the room, she says, "The stars turn, and a time presents itself." She then draws her sword and attacks, aided by the wraiths. Dezmyr is a death knight, with these changes:

• As a bonus action on her turn, Dezmyr can warp reality, undoing damage dealt to herself or another creature that she can see within 20 feet of her. The beneficiary of this warped reality instantly regains 10 hit points.
• She has the locate creature spell prepared instead of banishment.
• She speaks Abyssal, Common, and Deep Speech.

Morphing Statue

A detect magic spell cast on the statue reveals an aura of transmutation magic surrounding it and a powerful source of necromancy magic deep inside it.

Without significantly changing its mass, the statue shifts form every few seconds, becoming various members of the Shadowdusk family and, every so often, depicting Halaster Blackcloak or other humanoid creatures that have come into contact with it over the years. When a humanoid creature touches the statue, it temporarily morphs into that creature before assuming one of its other forms. Regardless of the form the statue takes, its features are slightly deformed, as though carved by an inept sculptor.

Treasure

In addition to his staff of power, Cassiok carries a spellbook bound in green slaad hide. It contains the spells Cassiok has prepared.

Treasure

The treasure hoard consists of the following:

• 2,200 pp, 24,800 gp, and 14,000 sp
• Three gemstones amid the coins: a topaz (500 gp), a star ruby (1,000 gp), and a jacinth (5,000 gp)
• A tiny, incandescent blue sphere easily mistaken for a magic gemstone (actually an Ioun stone of insight)
• A child's rocking horse, half scorched by fire, with a gold music box (750 gp) tucked in a small compartment under the hinged saddle