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Capital of the northenmost Southolder province of Anorien, on the River Greyflood bordering Tara. Located at the junction of Southold's main north-south road (the Greyflood Pike) and eastern road (the Grainway.)

Who Rules: Duke Duncan (F20), a devout and pious worshipper of Nuada, as well as a sagacious ruler. He makes a striking figure, standing six and a half feet tall with steel grey moustache and beard. Acts and thinks like an old soldier, weighing each decision, but sticking to his course of action resolutely once his mind is made up.

Who Really Rules: The Duke, backed by the loyal Flaming Fist Mercenary Company under Eltan. Grand Marshal Anaximenes of the Church of Nuada also plays an important role in governing the city. Duke Duncan is perceived as a wise and sagacious leader, and is respected by all.

Population: Varies from 80,000 in the winter to 100,000 at the height of summer (including a large transient merchant and seafaring population of all the major races). The resident populace is composed mostly of Southron blooded humans, though there is a significant Taran minority as well as many elves, and halflings.

Major Products: Freshwater fish, lamp oil (fish derived), grain, corn and foodstuffs. Anorien horses are also in abundance, as is the famous Bywater Beer brewed from stout Anorien grain in the breweries outside the city walls. Besides these products, Bywater is also the main center for commerce in the heartlands of Arik. The influx of Aztaltican gold and products has influenced Bywater as elsewhere, with prices skyrocketing. Given its central position in Arik, whole shops selling Aztaltican goods have opened up, and it has become a destination for those seeking such items from points north, east, and west.

Notable Institutions:
The Watch is led by Jovis Blackwere and consists of a well-disciplined and relatively powerful constabulary force—they have to be with so many adventurers and travelers coming through. Jovis is scrupulously honest, though there is some low-level corruption and ties with the Shadow Guild (of thieves) among the lower ranks.

College of War Wizardry – Run by the archmage Gondal the Great, member of the Conclave of Wizards. The college focuses on battle-magic, the most advanced place of studies for invocation specialists in all Arik. Courses on battlefield support magic are also taught, with occasional field trips to the military training facilities at Urml to practice spells alongside actual drilling troops. Major figures in the college include:
Gondal the Great, Headmaster and Archmage of Exchange:
Aranga, Head Librarian
Heironymous Tigana, Head Alchemist
Kondradis Bubka, Senior Tutor
Klaus, Master of Ceremonies
Darnak, Head Porter

Bywater College – A small university compared with the Royal Academy in Dunthrane (which most Southron nobility attend), Bywater College is mainly attended by the sons of rich merchants.

Bywater Theological School - This is the premier institution for the study of Nuada's teachings. The priesthood is trained here, though not in the arts of combat; this is left to the Order of the Silver Hand. Grand Marshal Anaximenes heads this institution.

Park of the Departed – This is Bywater’s premier cemetery, where many of the nobles and rich merchants are buried. Given space constraints and expense, the vast majority of people are buried in cemeteries outside the city walls, or simply cremated. Although there is a Nuadan chapel with armed guards and clerics in the cemetery, there have been periodic undead problems, as the region is a favorite target of Banite infiltration.

Nuada’s Discarded Hands: Orphanage outside town, run by Baronet Elsinor of Bywater Six fame. Many of its orphans are recruited by the Flaming Fist or the Silver Legion mercenary companies, who both have good connections with the institution.

Notable Mages:
Gondal the Great (? hm W20) runs the College of War Wizardry. He is a very studious and esoteric man. Adventured twenty years ago in Wolf's Head, the company that slew the material form of the demon Drak Venal. Gondal still bears an unhealable scar on his cheek from that deadly fight. He often trades spells and information with adventurers. Gondal works with the Nuadans and the Duke to keep Bywater safe. He is also a prominent member of Southold’s Conclave of Wizards.

Brielbara (CN hf W16) daughter of Briel of Wyrm's Gap. Researches many new spells in her tower a few miles to the south. Brielbara is looked upon with distrust by the city folk, who consider her a witch. She has adopted an aloof stance with regard to the community, and will not even speak with any native non-wizard; though it is rumored she occasionally casts spells for the Shadow Thieves.

Jhaniloth Dhree (? hm W16) a powerful spellcaster courtesan from ages past. She has re-emerged and is looking for a niche in the Bywater of today. She has currently attached herself to the vain Baron Ellion and is usually found at his city estate.

Lanthalim (NE hm W(T)14) is said to live in the sewers of Bywater, and is known to occasionally help the outlawed Cult of Bane. He is served by hundreds of rats, all of whom are intelligent and carry disease, hence his name is whispered in hushed voices as "the Rat Master." Rumor has it that this deranged trasmuter has even transformed some of his rodents into giant specimens, and rats with razor sharp claws. He is known to hold grudges and has a reputation for slaying all that see his true form. Since the Videssian Incursion, Lanthalim has become more open in his terror, releasing his rats above ground to devastate poor neighborhoods and emerging to throw a few fireballs himself.

Moruene (LN hf W19) is the friend, companion and occasional lover of Eltan, and works for the Flaming Fist. She is well stocked with magic items of all types. Moruene is stunningly beautiful, and wears black silk robes. She is more dedicated to Eltan than Southold, however, and has only reluctantly aided him and the Fist in the Third Cortalish War.

Halaster (CE hm W30) is the "Mad Mage of Undermountain," its principal creator and caretaker, the deranged, fiendish mind behind most of its traps and horrors. Halaster's powers go far beyond the known spells of Arik. His expertise in gates allows him to travel far and wide in his research. His true form is a tall, gaunt old man in rotting, gaping tatters of old brown robes, an old grey cloak thrown over his shoulders. He dwells in the lower levels of Undermountain, oblivious to what transpires in the world
above. Though Halaster is the most powerful wizard in Arik, he takes no interest in its affairs, and the world is largely ignorant of him as well.

Liet Shai Hulud (hm W16?) formerly head lirbarian at the College of War Wizardry. This gold dragonmage was once in the Bywater Six, and still owns a three story tower he built on the outskirts of town. He long coveted control of the College of War Wizardry, but Gondal showed no signs of aging or dying soon, so in 1513 he left to serve as archmage in Aztaltica.

Notable Churches:
The House of the Silver Hand, temple to Nuada, High Priest and Grand Marshal Anaximenes (NG hm P19); 100 priests, 600 followers. Bywater is the holy city of Nuada, and thus his cathedral is directly opposite the Ducal Palace. Anaximenes has much weight in military decisions in Bywater and indeed all Anorien. He replaced the popular Anaximander, who was removed as both regent of Anorien and head of the faith during the later stages of the Civil War, for excesses committed during the Anorien Inquisition in his name.

The House of the Just, temple to Tyr, High Priest Thalamond (LG hm P16); 50 priests, 205 followers. Much smaller than the center of the faith in Dunthrane, but still a sizeable, medium-sized cathedral to Southold’s patron deity.

The Lady's Hall, temple to Shinare; High Priest of the Lady's Favor Chanthalas Ulbright (CG hm P15); 24 priests, 89 followers. A large church populated by a wide range of human and demi-human races, the diversity no doubt due to the many wayfarers who pass through Bywater.

The Grove of the Oak Father, nemeton to Silvanus, Great Druid Albair of Birnham Wood (N hm D14); 21 druids, 89 followers. A nemeton sacred to Silvanus lies 10 miles south of town, in the center of Birnham Wood. It is defended by a network of forest creatures and rangers.

A secret outlawed Cult of Bane operates somewhere beneath the city, in the sewers. Dread Master Zulkir administers this 400 year old citadel. A second, Subtemple is on the second level of Undermountain, and was administered until recently by the sly Colstan Rhuul—unsuccessfully attacked by the Bywater Six in 1507. Since Rhuul has been traveling, his role has been taken over by the sadistic Hobarth. These priests are in league with the black wizard Lanthalim. Together they have for years plotted the downfall of Duke Duncan's power and often conduct isolated acts of violence in Bywater. The central lair is well hidden and protected by potent magicks.

A Cult of Loviatar operates in the Dock Ward. It is run by Hlethvagi (LE hm P9), a fat, wispy bearded, and sinister little man who, when not leading the horrible tortures of Loviatar in cellars on the waterfront, poses as a moneylender. Hlethvagi and his cult control much of the flow of trade into Undermountain and Skullport; his supplies keep the smugglers' city from starving to death. Likewise, his subordinate Klaag acts as a fence, accepting slaves and gold as payment. The former are usually tortured and killed in Loviatar's services, the latter have made this small cult (6 priests, 35 followers) quite rich.

Shrines to Ehlonna, Adora, Baldur, and Reorx also exist in the city, tended by a priest or two of the faith.

Notable Rogues' and Thieves' Guilds
Magooan the Pirate (CG hm T18 Pirate) roams the Greyflood in the swift sloop Liberator pillaging in the name of a free Anorien. He hopes to overthrow the rule of the Duke by establishing a fortune and buying an army to overthrow him. He is a charismatic buccaneer, who rarely robs anyone but those flying the Duke's provincial flag. All attempts to stop this romantic freedom fighter have thus far failed.

Too big to discuss here, a thriving city under the city, the gateway to trade with the Underdark.

The Shadow Guild
Few details publicly known. Guildmaster known as Ravenscar.

Equipment Shops:
Ivan's Smithy is the most notable, run by a short, fat blacksmith. He is ever in a price war with his rival Rufus. The selection here is good, and so are the prices.

Rufus' Armory provides items at higher prices, but there are more exotic choices, also the quality is better.

Gunter's Swords is a relatively new addition to the weapon crafters in Bywater, after the famed Videssian Gladiator retired from the Bywater Six. His shop is located in the upper-class ward, and caters to rich noble, mercenary, and adventuring clientle. The building is from black granite, a fine Sloan and Rockerman design.

Taverns/Adventurer's Quarters:
Dory's: (Not to be confused with the Dunthrane spice-merchant of the same name) Dory's is the premier in Bywater’s high social dining. One must be a member to enter, which entails a title of nobility, position of high honor, or a recommendation from three members (very rare.) It serves the finest quality mutton in Southold, along with huge silver vases filled with strange and exotic wines from Chessenta. (excellent food, expensive)

Blaskor's Retreat: a slightly-run down tavern whose many needs for repairs are covered by hangings and secondhand tapestries. Paper-thin flimsy walls enable guests to share their rooms with their neighbors on either side. The fare here is generally poor, save the high quality Bywater Beer (poor food/cheap) The inn was famous for an incident involving the adventurer Durjack of Wyrm's Gap. Enraged by a late-night remark about his wife (made 4 rooms away), Durjack snatched up his axe and proceeded on through the walls and rooms in his way. Mayhem was prevented when he came upon the chamber of the offending gossip, however, its floor gave way beneath his rage, and he descended to the floor below,
along with everything else in the room. The next floor gave way as well. The site now sports a handsome if rickety staircase ascending up the floors, and tapestries cover the holes he made. Today the proprietor, Blaskor, rents the room out at higher rates, calling it an "attached suite with private stair, personally designed by the famous adventurer Durjack." This “suite” was the longtime quarters of the Bywater Six adventuring group. The proprietor Blaskor himself is rarely seen; he is a mysterious silver-haired elf.

The Splurging Sturgeon Inn: rowdy and threadbare, but good/ cheap).

Three Old Kegs Inn: the classic sailors' inn; many a pirate can be found drinking here (rum is the drink of choice). Located on the waterfront, the bartender's name is Broghan the One-Legged (good/moderate).

The Blade and Stars Inn (good/moderate) run by Elendi, a famous sergeant of the Flaming Fist (and the father of the local hero, Baron Elrich of Nuada, member of the Bywater Six.) Mercenaries and soldiers of all types are found in this eminently safe tavern, where roast mutton and Bywater Beer are the favorites. Flaming Fist troops can be seen here at all hours.

The Blushing Mermaid Tavern is a rough and noisy establishment on the waterfront, and is the scene for many shady dealings, particularly with suspected Shadow Guild members. (fair/moderate).

The Yawning Portal is a small inn positioned on Bywater Hill. It is a gathering point for adventurers, for there is a pit here that leads into the fabled dungeons of Undermountain. The barkeep, Durnan, is an experienced dungeon-crawler and warrior.

The Last Noble, is a seedy gambling establishment with rooms above, run by the shady Niddrow, widely believed to have connections with the Shadow Guild, Bywater’s main thieves guild.

Lady Salinka's House of Dark Delights, popular brothel with adventurers. Favorite girl is Tres, rumored to have connections to the Slayers' Brotherhood. Lady Salinka has opened a new brothel, modeled on this one, in Aztaltica, in the city of Tazumal.

Other Important Individuals:
Dabron Sashenstar (CG hm F10), the famous sea explorer, rival of the now dead Bywater sailor, Rory Barbarosa. Has gone back to sea exploring the Southern Sea since the discovery of Aztaltica.

Haspur (CN hm F1), a somewhat deranged prophet who has recently decided to become a hermit in the hills. Universally derided, people still fear this disheveled, bearded old man, for what he says usually comes true in a fashion.

Ike (LN hm F2) an eccentric collector who runs Ike’s Rare Animals, a shop which includes caged versions of many normal and giant-sized creatures. In 1504, his giant inspect collection escaped, and was recovered by the nascent Bywater Six adventuring company, earning his undying gratitude. Most any normal animal can be ordered here, and Ike will pay well for specimins of rare, natural animals, but not “monsters.”

Jhasso (CN hm F9), former owner of the fast haul firm "Jhasso's Wagons" and a founding partner of the Seven Suns Trading Coaster, whose provincial HQ is here. Jhasso has now retired, and lives in a mansion recently built by the famed Caligistro. He is rumored to be one the richest people in Bywater, behind the Sashenstars.

Krammoch Arkhstaff (NE hm F6), a wizened dwarf, and something of a sage in the area of exotic subterranean beasts. Basilisks are his specialty. His adventuring career, so rumors go, was short, and saw his companions, six stout dwarves of Rockhome, petrified by basilisks. He renounced his adventuring ways, declaring that he would teach other foolish young adventurers about the perils and monsters that promise quick a death.

Ragefast (NG hm F1), a mild-mannered sage (despite his fierce sounding name) well versed in the areas of local Anorien history and genealogy. He is employed by the Duke as an advisor and expert, though he actually spends less than half his time at the Ducal Palace.

Ramazinth Flamesinger (CG hm F6), a sage in botany and agriculture. He is a devout worshipper of Ehlonna and a great source of information to the peasant farmers of Anorien. His information is often cheap, and he is known to be fair; charging nobles much more than he would charge a lowly serf. He conducts many experiments at the small cottage and fields he owns a few miles south of town. Ramazinth has recently perfected a hybrid barely strain that the Sashenstar family has reputedly bought for a high price (this is why the quality of Sashenstar beer has improved markedly of late, so
most bartenders say.)

Caramon Dieg – Rich merchant. Slain in 1507 by Colstan Rhuul and his massive villa taken over in Vecna’s Disjunction plot, but subsequently raised after the villa was cleared by the Intrepid Paragon. In 1513 he moved to Aztaltica, to run the Sashenstar merchant house operation there.

Caligistro - A rich architect who lives in a sprawling mansion in Bywater. Caligistro is renowned the world over for his architectural style, that emphasizes high arches and vaulted ceilings (though without flying buttresses). He is, in fact, a Videssian exile, having fled his native land after Emperor Otho inspected the half-completed pleasure house Caligistro was designing, and the structure collapsed, nearly killing the Emperor. In fact, one of Caligistro's apprentices had done the deed, seeing a perfect opportunity to kill the depraved leader. Regardless of Caligistro's innocence, he was sentenced to death, but just before the execution, he was pardoned on a whim by Otho (who dearly wanted his pleasure house built.) Caligistro fled the country after that, realizing that any second Otho might have him executed. He settled in Bywater in 1497, and his influence can already be seen in some of the mansions of the House of Cawdor. Indeed, the Ducal Palace, newly completed in 1503 after its destruction by Banites, was designed by him. Regardless of his architectural genius, Caligistro is quite a unlikable man. He is extremely obese, quite racist (believing in High Videssian superiority), and an effeminate whiner.

Mallek, a hedge wizard, runs a small store, Mallek's Magic Shop, in Bywater. He is an overweight, soft-voiced, pale man nearing old age. In fact, he appears more like a favorite uncle or teacher than mage. However, he does have some minor powers, and his shop sells minor components and the occasional weak potion, along with bits of advice. The only reason mages come here rather than Gondal's is that what is available is dirt cheap.

Sinara Doom: A Vistani seeress with gifted foresight, has dealt with adventurers like the Intrepid Paragon on multiple occasions.

The Merchants League, a brotherhood of merchants dedicated to exploration, mutual aid, and honest dealing, is based in Bywater. Prominent members include Irlentree (LN hm F8, a very rich merchant and trading fleet owner); Zorl Miyar (LN hm F8, a caravan owner and wagonmaker); and Aldeth Sashenstar (LN hm F9 uncle of the famous explorer Dabron, and head of the wealthy Sashenstar family, known for its huge trading fleet and textile wealth.) The League is quite powerful in Bywater, and is the officially sanctioned merchant umbrella guild in all Anorien. It was established over a hundred years ago, and gained official sanction under Duke Fleance of Cawdor in 1445. The Merchants League has a reputation for fairness, at least in its upper echelons. As for the lowly member hawking wares on the streets; their honesty is to be trusted less. Also, despite its benign reputation, the League has been known to hire bounty hunters and even mercenaries (their usual client being the Slayer's Brotherhood of Alcester) in retaliation for major thefts. All in all, the Merchants League is quite a progressive organization, certainly the most organized guild in Southold (save perhaps Alcester’s famed Thieves' Guild).

The Knights of the Shield, a now defunct secret society of Anorien nobility led by Viscount Morgan. This group of dissatisfied nobles met monthly at Dory's, and in the spring of 1505, Viscount Morgan actually attained power as regent. The Knights of the Shield (or the Blacks) soon began killing off the loyal nobles (the Whites) but were stopped and killed to the last by Anaximander of Nuada, with the assistance of a band of adventurers, the Bywater Six as they were thereafter dubbed.

The Knights of the Lyre, a romantic, whimsical group of noble adventurers who worship Pholtus. They are all great performers, mostly bards, that champion artists throughout the city. Javalar Roaringhorn (CG F14) leads the chapter, as well as being Grandmaster of the local bard's guild. Note that this aging group has settled down, and is in quasi-retirement, though they usually sally forth about once a year.

The Bywater Six, a band of adventurers who started operating out of Bywater in 1504, these talented men could usually be found at Blaskor's Retreat, where they rented the damaged "Durjack Room.” They traveled far, to Videssos and Thonia, or so rumors go, and are regarded as heroes for stopping the Videssian Incursion of 1505, and later leading local troops to victory over Lord Soth in the Civil War.
They originally numbered six, until their sly halfling thief, Crash died, in the Cruth. The rest included Elrich, a stout knight-priest of Nuada, Elsinor, a stealthy half-elven ranger, Gunter, a fierce ex-gladiator swordsman, Liet, a powerful mage possessing an affinity with dragons, and Talis, a wise druid of Silvanus, who left the group. An elven scout known as Calvin replaced Crash, and for a time Lady Araselle of Hador accompanied the band. For a time they joined with the remnants of the Dunthrane band known as the Miscreants, forming a hybrid group called the Intrepid Paragon.

Deep Delvers - The Deep Delvers of Bywater, as this upstart company is called, is made of this the jaded young sons of several Anorien noble families. The Watch complained increasingly about "night stalking,” thieving, vandalizing, and playing pranks at night, so these youths turned to Undermountain. They can often be seen at the Yawning Portal Inn, bragging about their last "delve" into the dungeon. The members must enter Undermountain, and come out with a tale and trophy of their exploits. Unlike most novice adventurers, these ones are, for the most part, rich, and most have access to magic items far beyond their station. The group has now been around for several years, and youths generally leave the group by age 18 or 21 when they have to take up their noble or merchant duities, so the membership rotates. Though some have been killed over the years, they spurn pleas of caution, as they do all authority. They can usually be found at night at the Yawning Portal, where Durnan has a table reserved for them.

Important Features in Town: Bywater's most obvious feature is its huge harbor, which arches inward from the River Greyflood. Pirate's Isle is in the center of the inlet, so named for Albanisa Myramyr, fabled pirate of the 10th century. His band was so powerful that it defied Bywater's power and maintained a keep there. Myramyr was reportedly killed by an assassin from the Masters of the Bountiful Hunt, but his vast trove of treasure was never found. Many an adventurer has died in search of it in the deep dungeons beneath the keep. Today the keep is garrisoned by the Flaming Fist and makes for an impressive coastal defense.

The local economy depends mostly on the fields of Anorien for its commerce. Bywater Beer made from the local grain is famous throughout Arik. The Bywater Trade Fair draws huge crowds of merchants from throughout the continent. It takes place on Midsummer, on the fields beside the banks of the Greyflood, just south of town. The Shadow Guild naturally thrives in this climate. There is an uneasy truce between it and the Patrol; as long as the thieves don't kill anyone or steal from the natives of Bywater too often, they are left alone. Periodic times of crackdown are not unknown, however.

The abandoned Academy of Abjuration Magicks lies 20 miles up the Greyflood Pike, but only the bravest adventurers have ventured there, as it is said to be guarded by a lich named the Magister—the former headmaster. He has reportedly been slain by both the Miscreants and the Knights of the Lyre at various times, but his phylactery has never been found, and so he has reformed. The haunted keep of Baron Baltar Whiteshield is south, hidden in Burnham Wood. No one has yet plundered this stronghold, as the druids keep all away from it. Caverns several miles to the east, inhabited by small bands of goblins, are raided by adventurers every few years or so; the last time was in 1502 by the Stalking Sword, an amateur, now defunct adventuring party from Bywater.

Local Lore: Bywater was founded by Baldran Sashenstar in the distant past (pre-Cataclysm). Baldran was a famed explorer said to have sailed further West than any mortal in search of the golden isles of Anchrome. Whether or not he found them is in doubt, but he did return with a vast fortune, and spread it around his small community. Some he spent on the walls (to protect against the orc and troll attacks so common in those bygone days.) After his work was complete, Baldran again set sail again for Anchrome, and never returned. Some say he sails still, ever finding strange new lands. Others say he has sailed off the world and into the stars! Still others whisper that he met with misfortune and Baldur, at the gods request, swallowed him in a whirlpool, for searching what no man should know.

Whatever his fate, Baldran created a fine city. In reverence to their settler, Baldran's Day is celebrated on the first of Kythorn every year. On this day poems and tales of valor and exploration are told, and it is a generally festive occasional. Likewise, the city market--largest in Southold save that of Dunthrane itself--is named in Baldran’s honor, with a statue at its center.

Duke Duncan is a well-liked leader, controlling the entire province of Anorien from the beautifully sculpted Ducal Palace. He has the complete loyalty of the Watch, the Flaming Fist, and the Merchant's League. Yet there is usually some friction between this sagacious ruler and the Church of Nuada. The followers of this warrior god are very numerous here in Bywater, for it is the seat of his faith. The Church sometimes acts without legal authority from the Duke, and it is sufficiently powerful to do this.

In fact, while the Duke was campaigning against Edrin in the Civil War, Grand Marshal Anaximander had himself made Regent (though the Duke originally wanted his cousin, Count Malcolm, to act as regent). Under Anaximader's reign, an Inquisition in Nuada's name was instituted, as were other changes. Most notable of these is the Militia Proclamation, which decreed that all free resident males between the ages of 16 and 30 must receive militia training. This is a large portion of the population and this law has created much grumbling from the Merchant's League and the minority that doesn't worship Nuada. However, these spartan measures have provided Bywater with the best trained militia in the Heartlands, which have served with distinction in the war with the Cortalish Empire. Yet the Church’s secular power was dramatically rolled back several years ago with the crackdown against the Anorien Inquisition, and replacement of Anaximander with Anaximines—no less devoted to Nuada, but less craftily and subtle in the use of political power.

Surrounding Area: Bywater is on the eastern edge of the great Anorien plain, the breadbasket of Southold. However, there is a large forest, Birnham Wood, to the south, and a series of hills to the northeast, the Trollhills. Birnham Wood is believed cursed and avoided, even though there are druids within, while the Trollhills have only a few of the humanoid monsters for which they were named long ago. There are always many travelers on the Greyflood Pike and Grainway, and many ships on the Greyflood, given the city’s role as a trading nexus. The surrounding region is considered relatively civilized and safe, however, there are several ruins still infested by fell monsters and spirits, avoided by the populace. These often attract adventurers from the city, but monsters soon repopulate them nonetheless. There is little banditry on the immediate roads around Bywater, though at one time Archer's Wood to the east was a notorious haven for bandits, as the wood was within arrow shot of the road, until it’s periphery was burned back.

Thieves Based in Bywater:
(note, this information is presented here for the sake of completeness, but not commonly known among the populace)

The Shadow Guild
Shadow Guild Relation to;
Assassins' Guild (Slayer's Brotherhood) - Indifferent
Beggars' Guild - Close
Bards' Guild (Men of the Lyre)- Hostile
Merchants' Guild (Merchants' League) - Standoff

Guild Rulership: Mix - Guildmaster and Council (Praesidium of the 3 most accomplished thieves)

Rulership Style (Guildmaster Ravenscar): Fairly Weak / Just / Fairly Despotic

Percentage of Thieves in Guild: 65% (100)

Guild Organization: Fractionated

Guild Attitudes to Guildless Thieves: Hostility

Experience Levels of the Shadow Thieves: (100-345 levels)
Seniors: 18th, 15th, 12th, 10th, 2-9th.
Middle Echelon: 3-8th, 4-7th, 5-6th, 7-5th, 10-4th, 15-3rd. Bottom Echelon: 20-2nd, 30-1st.

Tame Mage: Brielbara, Jhaniloth Dhree?

Tame Cleric: Grand Demarch Talos of Mask (Temple in Skullport)

Dues: 30 nobles per level yearly / 300 nobles maximum (5% of this goes directly to the
guildmaster, 5% is divided among the Praesidium)

Cuts: 10% of all monies stolen are earned

Shadow Guild Personalities

Guildmaster Ravenscar (N hm T18)

Niddrow - (LE hm T12 ) Appears to be a minor thief in the hierarchy, always found at the Last Noble, a seedy gambling establishment. He is actually the Master Fence for the Guild.

- (N hm T10) Quartermaster

- (NE 1/2om T15 Master Enforcer)

Zabbas Thuul (hm W4/T5 NE) This soft spoken villain keeps a low profile in Bywater, where he poses as a mage of minor powers to tutor and sell scrolls (1st level only). He is valued in the Shadow Guild for his magic powers, as well as his skill at arranging alibi's.

Grand Demarch Thalos of Mask (CE P17) - Always wears a cowl with a sheer, covering shielding his face. Runs Mask temple in Skullport.

Brielbara (CN hf W16)

Hernando Viscaya de Loyola (CN hm T16)

Slayer's Brotherhood
Experience Levels of Slayers' Brotherhood: (20-76 levels)
Seniors: 14th, 9th.
Middle Echelon: 7th, 6th, 2-5th, 2-4th, 3-3th.
Bottom Echelon: 4-2nd, 5-1st.

Slayer's Brotherhood Relation to;
Thieves Guild (Shadow Thieves) - Indifferent
Beggars' Guild - Indifferent
Bards' Guild (Men of the Lyre)- Hostile
Merchants' Guild (Merchants' League) - Standoff

Brotherhood Rulership: Mix - Grandmaster

Rulership Style (Grandmaster Karstak):
Strong / Fairly Cruel / Despotic
Percentage of Thieves in Brotherhood: 13.3% (20)
Brotherhood Organization: Centralist

Brotherhood Attitudes to Guildless Assassins / Bounty Hunters: Hostility and persecution

Tame Mage: Jhaniloth Dhree

Major Activities: Assassination, kidnapping, bounty hunting.

Dues: 30 nobles per level yearly / 300 nobles maximum (5% of this goes directly to the Grandmaster, 10% goes back to the main chapter in Alcester)

Cuts: 15% of all monies stolen are earned

Slayer's Brotherhood Personalities

Grandmaster Karstak the Black - Prominent member of the Assassins' Circle of the Slayers' Brotherhood based in Alcester. He is the Slayer's Grandmaster of Bywater. Has a patch over one eye, a livid scar over his pale complexion. He supervised the assassination of many of the Blacks at the end of the Regency.

Gis - Youthful, small fellow; master of disguise and deception. Wears a belt of 14 throwing daggers. Also a member of the Assassins' Circle of the Slayers' Brotherhood.

Larlt - Hulking, bald man hefts a heavy battle axe nicked by many blows. He is the head mercenary (fighter) for the Slayers' Brotherhood.

Tres - Pretty courtesan at Lady Salinka's House of Dark Delights, heavily made up, uses a garrot. Also a member of the Slayers' Brotherhood under Karstak.

Freelance Thieves
Experience Levels of Freelance Thieves: (30-80 levels)
Middle Echelon: 8th, 7th, 6th, 2-5th, 2-4th, 2-3rd.
Bottom Echelon: 6-2nd, 15-1st.

Freelance Thieves Relation to;
Thieves Guild (Shadow Thieves) - Hostile
Assassin's Guild (Slayer's Brotherhood) - Hostile
Beggars' Guild - Indifferent
Bards' Guild (Men of the Lyre)- Neutral
Merchants' Guild (Merchants' League) - Opposition

Major Activities:
Percentage of Freelance Thieves: 20% (30)

Prominent Freelances
The Black Viper – does burglaries against nobles periodically.

Calvin - formerly of the Bywater Six, now an army scout with the Third Bywater Expeditionary Army on the Cortalish front, occasionally back home in Bywater. Given his fame and lack of prominent “professional activity,” the Shadow Guild does not harass him for his non-membership.

Kalathan – Drow master assassin working for the Cult of Bane, not part of any of the Guilds.


Magooan's Liberators
Piratanical Guild (Chaotic Good)

Appendix: The Effects of the Blacks' Coup of 1504 on Anorien Nobility

Count Malcolm - Ruler of Bol; recently appointed Regent of Anorien, but soon abdicated under pressure from Grand Marshal Anaximander of Nuada, who coveted that position. Was wise and kind ruler.

Count Donadlbain - Ruler of Wyrm's Gap, brother of Count Malcolm, both of who are sons of Duke Duncan.

Count Morgan - Black Panther on a sanguine (dark red) field. He had flaming red hair, malevolent eyes, well-built man yet despite his bulk, moves with a fluid ease. Fiery temperament. The treacherous Morgan, leader of the Blacks, is now dead.

Baron Angus - Wolf on sable field - had jet black hair, pallid complexion the color of fish, large belly, cadaverous appearance with sunken eyes, spoke in a whisper, main counterpart to Morgan. Wore a wolf pelt. This Black was slain in his castle after Morgan's murder.

Baronet Caithness - Castle on gules (red). Slow, stolid, eyes rapid, big, burly man seemed to be constantly sweating. Dumb, all brawn and no brains. Was slain by Gunter of the Bywater Six in a barroom duel during Morgan's Regency.

Baronet Sebastian - Boar on a purple field. Obese to the extreme. Ripples of fat, jowls. Always gnawing on a leg of mutton. Belches rather than talks. Slain after the Regency at his castle.

Baron Orsino - Fist on argent. Stooped shoulders, spectacles, older, dottering, pedantic academic. Whining but logical. Slain by the Slayer's Brotherhood at his castle.

Sir Tath the Silent - A powerful servant of the demon Ktuluu. Decked out in black plate mail. Visor always down. Hand always on the pommel of a great sword. Grim apparition. He posed as the mute bodyguard of Morgan, but he was actually the leader behind the Black's entire scheme. The Bywater Six slew him.

Kestor - rustic, ruddy, healthy looking. This merchant of House Dalamar was a major financier of the Black's plot. He fled Bywater after the Regency of Morgan and was tracked down and slain in Tara City by the Slayer's Brotherhood.

Tuith - An infamous ex-adventurer who leant his support to the Blacks. His house was stormed by Nuadans after the fall of Morgan; he put up a terrible fight, but was soon slain.

Puck the Halfling - Master of the Bountiful Hunt. Wore a black sable cloak, hurls poisoned darts (debilitating toxin) Wielded a wickedly barbed, curved blade whose wounds will not staunch. Formidable foe. He operated under Sir Tath's control and attempted the murder of several Whites. Was slain by Crash in an epic battle at Baroness Elizabeth's Castle.

Baron Fleance

Baroness Elizabeth - Unicorn on argent (white) gown of the purest white. Ravishing blonde, angelic looking. Has since risen at Duke Duncan’s court to be a senior advisor.

Baronet Siward the Pious - Cross on vert (green). Ascetic looks, austere man absolutely pious in his worship of Tyr. Thought killed by Black assassins, but actually escaped.

Baron Mentieth - Serpent on orange field, waxed pencil thin moustache. Languid eyes, manicured nails. Impeccable manners, clipped cultured accent. The only Black to have survived the Regency; his alleged part in the plot never came out. Mentieth lives in paranoia, waiting for Duncan's troops to come for him. He greatly resents the actions of the Bywater Six, who had a great hand in unraveling the Black's scheme.

Baron Arkyii – slain by assassins

Viscount Edgar - Eagle on or (gold). A robust meaty man clad in finery, velvet and silks emblazoned with a lion rampant, boasts hefty mutton chops. Aquiline nose and piercing eyes. Promoted to Viscount because of his loyalty during the Regency.

Baron Ellion - rich fopish vain city noble. Currently having a tryst with Jhaniloth Dhree. Has a large manor house inside the city.

Baron Amrod - Elven baron under Duke Duncan who did much campaigning against Edrin. His castle was sacked by orcs under Videssian cabalists, and he was later slain at the Battle of Bywater against the Videssians.






Bywater City Map

Bywater Region Map

Bywater Region Map

Duke Duncan of Anorien

Duke Duncan of Anorien

Jovis Blackwere, Watch Captain

Jovis Blackwere, Watch Captain

Elsinor's Orphanage Outside Bywater

Elsinor's Orphanage

Archmage Gondal the Great

Archmage Gondal the Great

Halaster, Master of Undermountain

Halaster, Master of Undermountain

Former Nuadan Patriarch Anaximander

Former Nuadan Patriarch Anaximander

Nuadan Patriarch Anaximines

Nuadan Patriarch Anaximines

Colstan Rhuul of Bane

Colstan Rhuul of Bane

Temple of Bane, Undermountain

Temple of Bane, Undermountain

Eltan of the Flaming Fist

Eltan of the Flaming Fist

Magooan the Pirate on the Liberator

Magooan the Pirate on the Liberator

Blaskor's Retreat, Bywater

Blaskor's Retreat, Bywater
(longtime home to the Bywater Six)

Carlan Dieg's Manor

Carlan Dieg's Manor

Sashenstar Merchant Mansion

Sashenstar Merchant Mansion

Uncompleted Portrait of Bywater Six

Uncompleted Portrait of Bywater Six (from left, Gunter, Elsinor, Elrich, Talis, Liet)


The Magister of the Abandoned Academy of Abjuration Magicks

The Magister of the Abandoned Academy of Abjuration Magicks






















Guildmaster Ravenscar, Shadow Guild

Guildmaster Ravenscar, Shadow Guild



















Grand Master Karstack of the Slayer's Brotherhood

Grand Master Karstack of the Slayer's Brotherhood



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