The Night King reclined, silent but attentive, on his throne. The feeble moans arising from the man who stood very still on the damp flagstones before him meant as little to him as the bleating of sheep. The prisoner’s hands were bound tightly behind his back, and his body was wrapped in razor-sharp metal wire that bit deeply into his exposed skin each time he moved. The man’s only hope of avoiding excruciating injury was to remain absolutely still, but the exposed red gashes that peeked from beneath his torn clothing gave testimony to his failure. Droplets of his blood already stained the floor of the Night King’s audience chamber. The Court of Night, the quartet of vampire dukes who served as extensions of Orbakh’s will, looked on appreciatively at the grim sport . . . and hungrily at the appetizing crimson stain that grew slowly, drop by drop, at the foot of their master’s throne. Leaning forward slightly, the Night King began to speak. “Thaleem of Teziir, you have betrayed the Night Masks. Yours was a simple task: You were charged with reporting the movements of one Vendryth, head forger of the Astorians’ guild, to your cell leader. Yet you failed because you allowed yourself to be purchased with gold offered by the very target you were sent to observe. The Court of Night stands witness to your confession. Receive now the punishment you have earned.” Orbakh raised a pale, languid hand and spoke a single word, invoking the Art of which he was a true master. Instantly the prisoner began writhing, and it was clear to the onlookers that he was attempting to dance in place. Unable to control his own movements, the man could not prevent the wire from doing its unspeakable work. His blood spattered against the floor, the walls, and the vampires, who wiped it from their clothes and skin, then licked it from their fingers with greedy satisfaction. The man’s anguished screams rose to the vaulted ceiling of the underground chamber, in a crescendo of agony that died to a faint whisper, and then silence.

The Night Masks is a powerful thieves’ guild that operates out of the metropolis of Westgate on the Dragon Coast. The term “thieves’ guild” is something of a misnomer, because theft is the least of the Night Masks’ numerous illegal activities. Engaged in such illicit but lucrative trades such as assassination, extortion, smuggling, blackmail, and kidnapping, the Night Masks control Westgate’s underworld. Operating mainly at night, guild operatives haunt the city’s shadowed streets, sometimes clashing with the City Watch, armed adventurers, and private soldiers in the employ of the city’s nobles. These nobles, whose houses comprise the leading merchant interests in the city, ostensibly rule Westgate through a ruling council. The head of each family—ten in all—sits on the council and represents his house’s views and wishes on all aspects of the city’s administration. It is no secret that these families are economic competitors, and that they have been engaged in a semicovert power struggle against one another for as long as the council has existed.
Virtually all of Westgate’s citizenry, as well as those in other lands, believe that the council actively opposes the depredations of the Night Masks. This appearance is a deception, one of many crafted with care by the leaders of the thieves’ guild to obscure its true purpose. The Night Masks’ leadership directly controls three of the noble houses and is using them to further its own goals. It intends to control the remainder, and much more, in time. In addition, the Night Masks have also gained indirect control of some of the city’s institutions, including the dock operations (which are vital to the guild’s smuggling endeavors). If the general populace of Westgate knew the truth about the city’s power structure, they might find it difficult to believe that an organization composed entirely of criminals—even an organization as well organized and skilled as the Night Masks— could bring such a wealthy and powerful city under its thumb. Under normal conditions, they would be correct. However, the key to the Night Masks’ political manipulations does not lie with the group’s ordinary members, or with its usual criminal activities.
For all their greed and viciousness, the evil committed by the majority of the guild members pales in comparison to that contemplated by their unseen masters. The common thugs, burglars, thieves, and cutthroats who make up the bulk of the Night Masks’ membership believe themselves ruled by an anonymous Guildmaster, called the Faceless. While it is true that such an individual does exist, these same guild members (as well as most of the citizenry) would almost certainly flee the city if they knew his true nature or understood his goals. The true ruler of the Night Masks is the Court of Night Masters, a coven of powerful, ruthless vampires who harbor ambitions far darker than the mere clandestine rulership of a single city. The leader of this group—the Night King himself, who also holds the title of Faceless—is a vampire who renamed himself Orbakh. He is also one of the surviving stasis clones of the infamous wizard Manshoon of the Zhentarim.


The Night Masks have been a part of Westgate’s history since 1353 DR, when the first Faceless assembled a band of assassins, thieves, and enforcers to gain control of the city’s fractious underworld. Following their master’s directives, the guild members quickly extinguished or absorbed all the criminal organizations that opposed them. The consolidated organization began competing with the merchant houses for control of the city’s illegal activities. The merchant houses struck back, and the resulting conflict became a semisecret street war that lasted nearly two decades before the Night Masks gained the upper hand. The thieves’ guild suffered a near-fatal setback in 1368 DR when Alias of Westgate and Dragonbait, a saurial paladin, were engaged to curtail the Night Masks’ activities. The Harper duo and their allies managed to eventually unmask the Faceless (the second to hold the title) and significantly disrupt his group’s operations. Unwilling to admit defeat, the Faceless attempted to proclaim himself King of Westgate, but was slain shortly thereafter. The guild might have perished then for lack of competent leadership, or torn itself apart with infighting as several of the remaining members scrambled for control of the group’s various operations. But in 1369 DR a new Faceless arose to quell these internal conflicts and restore the Night Masks to their previous strength. It has always been the custom that the general membership of the guild does not know the true identity of the Faceless, though some holders of the title have been less secretive than others. Each new Faceless must prove himself capable of leadership through actions rather than words. The individual who rose to claim the title when the guild faced its darkest hour encountered few obstacles on his path to becoming the new Faceless. The guild was in a near-total state of disarray following the death of its last leader, and was hungry for new leadership— particularly when that leadership was demonstrated in the face of adversity. Some limited dissent in the ranks provided the aspirant to the Faceless title the opportunity to show his mettle. Those who objected to his ascension, or sought it for themselves, were murdered in spectacularly gruesome fashion, often inside what they had supposed were their well-guarded private quarters. One rival was reportedly struck down only hours after he announced his intentions to a group of his comrades who were enjoying an evening in the Purple Lady festhall. Dozens of witnesses watched, horror-struck, as he was literally torn apart in the street outside the establishment by a massive swarm of frenzied dire bats. One of his henchmen hastily scooped what little remained of the unfortunate man’s corpse into a helmet and conveyed it to a nearby guild safehouse to report the incident. The new Faceless was accepted by all shortly thereafter. The Faceless chose not to reveal to his new minions that he was a vampire. He had used the abilities granted by his undead condition to obtain information about dissenters and rivals and then kill them (being able to take on gaseous form is a very effective means of entering otherwise impenetrable areas, and the ability to summon the creatures of the night to do one’s bidding makes for a novel form of execution). But even if the guild had somehow learned the truth about the Faceless’s nature, there was no way the members could know that he was no ordinary vampire. He was also one of the few surviving stasis clones of the infamous Manshoon, erstwhile leader of the Zhentarim. He had awakened in the catacombs beneath the city just as the Manshoon Wars began, only to discover that prior to his revival he had been abducted and drained by the vampire Orlak, the self-proclaimed Night King who laired beneath Westgate. The clone’s first act upon rising was to hunt down and destroy his creator, taking the title for his own and adopting the name Orbakh. Ensconcing himself in his late predecessor’s underground lair, Orbakh contemplated his goals and plans for the future. But as he pondered his situation, emerging from the undercity only to hunt and feed, he found his actions influenced by a surprising manipulator. Among the treasures he “inherited” from his slain creator was the Maguscepter (see the appendix) and a pair of powerful magic items: the Argraal of Orlak and the Flying Fangs of the Night King. The Argraal was an enchanted drinking goblet that filled with the fresh blood of any victim that had been slain by its companion piece, the Flying Fangs. This was a magic weapon that drained life energy from its victims, as well as blood. Both were imbued with some part of their creator’s essence, and they worked in tandem to influence whoever possessed them. The vampire clone found himself feeling an inexplicable but deepseated need to be served by beings of a similar nature. By the time his research discovered the source of this compulsion, he had already used the Argraal and the Fangs to create several servitor vampires and dub them his Court of Night Masters. Not desiring to waste potentially useful resources (and fully aware that good help is hard to find), Orbakh did not eliminate his servitor vampires. After a period of observation in the city, he decided his first act would be to claim leadership of the Night Masks and revitalize the guild. He and his Court would be the secret rulers of the organization, reshaping it to suit their own ends.

Illicit, Syndicate


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