Phlan

The Town of Phlan
Phlan is located on the northern coast of the Moonsea, at the mouth of the Stojanow River. For much of the town’s thousand-year history, it was ruled by the Council of Ten, a governing body made up of local leaders drawn from the town’s nobles, merchants and artisans. Over a century ago, the town had been largely destroyed by a great black wyrm from the north. Zhentarim warriors from Zhentil Keep on the western shore of the Moonsea, the Zhentilar, drove out the dragon, after which the town gradually rebuilt. While the Council of Ten was initially restored, Zhentarim Dreadlord Cvaal Daoron soon declared himself Lord Protector of the town, effectively reducing the once proud trade port to a satellite of Zhentil Keep. During the ensuing Shadowbane War, an army of dark fey poured forth from the Quivering Forest and destroyed Zhentil Keep and the Citadel of the Raven across the Dragonspine Mountains. Consequently, the Zhentarim lost their powerbase in the Moonsea region, shifting the focus of their activities to the Western Heartlands and the Sword Coast. Daoron managed to convince the fey to spare Phlan, however, and his descendants continued to rule until the sudden death of his grandson Anivar several years ago.
Indeed, while Anivar was seen as a cowardly and paranoid leader by some (not least because he resisted pressures from local merchants and nobles to make war on neighboring Melvaunt), he presided over a series of ambitious building projects and spectacular population growth, fueled in part by refugees driven out of the north by the Eraka, the fierce nomadic people who roam the Ride. In addition to these mostly human and half-orc refugees, Phlan has attracted unprecedented numbers of humanoid residents in recent decades, owing largely to its expanded trade relationships with other towns and city-states in the Moonsea region and increasingly even with more far-flung trading partners, including the great cities of the Sword Coast (Waterdeep and Baldur’s Gate, among others). These humanoid inhabitants include a substantial number of wood elves from the neighboring Quivering Forest, halflings from the Arcadian Plain, mountain dwarves from the Dragonspines and the Galena Mountains, and half orcs from the lands east of Phlan, where trade relationships remain common between the orc tribes of the Thar and the human inhabitants of the Trank River Valley and the Moonwatch Hills. Increasingly, though, even more exotic races such as high elves, Drow elves, gnomes, and tieflings have become relatively familiar sights, though many of the less worldly townsfolk continue to regard these rarer groups with suspicion and, in the case of the Drow and tieflings, outright fear.
With the death of Anivar Daoron, Ector Brahms, Knight Commander of the Black Fist, proclaimed himself Lord Regent. He soon declared martial law, ostensibly in response to the burning and looting of the Lyceum of the Black Lord, a local shrine to Bane, the god of fear, hatred and tyranny, whose cult is reputedly well represented among the Black Fist. In order to enforce martial law, Brahms has aggressively pursued adding new recruits, such that the Black Fist is now some 400 hundred strong—a large military force for a town of some 10,000 residents. With the declaration of martial law, trade has slowed, and many of the construction projects begun under Anivar have been cancelled, as the Lord Regent struggles with a depleted treasury. Foremost among these projects was the renovation of Valjevo castle, during which Anivar was killed in an apparent construction accident.
Brahms’ hold on power in Phlan remains tenuous. The Black Fist maintain order through fear and brutality, patrolling throughout the town regularly, but mostly in the interest of making a show of force. Indeed, many crimes, from petty theft to murder, increasingly go ignored, so long as they do not threaten the interests of the Black Fist or Brahms’ somewhat mercurial allies in the town’s noble families, merchant houses, and artisan guilds.
Brahms and his lieutenants in the Black Fist also have a complicated relationship with the Welcomers, the local criminal network that is the closest thing Phlan has to the thieves’ guilds typical of the great cities of the Sword Coast. In whispered tones in the city’s taverns (especially the Leering Jester on Lamp Street), the Welcomers claim to resent the greed of the merchants and noble families, as well as the harsh rule of the Black Fist. Indeed, they portray themselves as the vigilante heroes of the townsfolk. For their part, the Black Fist make a very public show of brutally punishing thieves, often by nailing them by the ear to a door or post. Yet behind closed doors, Brahms and the Drow elf Khemnon, Roguemaster of the Welcomers, have recognized mutual interests. The Welcomers make regular contributions to shore up the depleted treasury, and the Black Fist, in turn, ignores some of the Welcomers’ more lucrative activities, such as waylaying visiting merchants and other wealthy travelers. In addition, several members of the Welcomers have been able to infiltrate the ranks of the Black Fist, largely thanks to Brahms’ drive to expand the watch’s size when he first came to power. Some have even managed to rise through the ranks, such that the Welcomers now have spies within Valjevo Castle and the Black Fist outposts on the eastern wharf and Axmar Lane.
Merchants
Cadorna Textiles: The Cadorna family have a two-century history in the town, having returned and repeatedly assumed leading roles in local politics and governance even after various major upheavals (e.g., the town’s sack by ogres in the early 14th century, its destruction by the great wyrm a century ago, and its subsequent acquiesce to Zhentarim rule). While not quite as wealthy or politically influential since the onset of Brahms’ regency as the Sokol Merchants’ Guild, Emilius Cadorna and his three sons, Balkus, Madeus, and Cornell, nonetheless preside over a profitable textile business that spans the entire Moonsea region, with major customers in all the city-states along the southern coast. The Cadorna brothers travel extensively throughout the western Arcadian Plains, where they maintain a putting-out production system based on their relationships with the shepherds who supply much of their wool and the village weavers who spin it into cloth. To be sure, their business has greatly expanded beyond this staple to include imported silks shipped from the eastern lands beyond the Endless Wastes. Indeed, contracting with noble families and wealthy religious cults throughout the Moonsea region has allowed the House of Cadorna to make quite a name for itself and to amass a considerable fortune, enabling Emilius to hire a small private security force and to employ a great many townsfolk as tailors, seamstresses, and laborers. Now that the Zhentarim have recently reasserted control over Zhentil Keep, Emilius fears that his family’s business will face increased competition from Zhentarim textile merchants. As such, he has lobbied Ector Brahms to press the Zhentarim leaders to reach trade agreements with Phlan that will allow the House of Cadorna to retain its virtual monopoly on the regional wool trade. He expects the Zhentarim to demand that he replace his private security forces with Zhentilar mercenaries in exchange for any trade deal—but he does not trust them to negotiate in good faith or to keep up their end of the bargain. At the same time, as a devout worshipper of Tymora, the goddess of risk and luck, Emilius remains suspicious of Brahms and his Black Fist soldiers, as well, as he views the continuing influence of the Cult of Bane* among them as a threat to Phlan’s survival and his own business interests. Emilius has also consistently opposed the Sokol Merchants’ Guild’s efforts to spark war against neighboring Melvaunt, as he views unnecessary conflict as an impediment to trade (and, unlike the Sokol merchants, has no major competitors in the neighboring town).
Sokol Keep: The Sokol Merchants’ Guild has its stronghold on Thorn Island, just outside of town in the Bay of Phlan. The Sokol merchants, led by financier and metal merchant Mortimus Greeley, have close ties to the Zhentarim. Greeley and other Sokol merchants maintain trading relationships with the mountain dwarves of the Dragonspines (the Arausammen) and the Galena Mountains (the Kingdom of Fardûn), which give them access to steady supplies of both precious metals and iron ore, which provide the raw material for armor and weapons, as well as stone building materials for castles and temples. The Sokol Guild also includes merchants who specialize in sourcing and trading lumber for buildings and ships, which, with the recent resurgence of troubles with fey creatures in the Quivering Forest, has increasingly meant turning to foresters in the Cormanthor, the Border Forest, and beyond. Like the House of Cadorna, the Sokol Merchants’ Guild has a long history in Phlan; they were among the earliest and most outspoken supporters of Cvaal Daoron’s usurpation of power from the Council of Ten. Unlike most of the other merchants and noble families in Phlan, they maintained close business relationships with the Zhentarim after the latter lost their strongholds at Zhentil Keep and the Citadel of the Raven a century ago. These relationships left them well-positioned to increase their influence when the Zhentarim returned to Zhentil Keep a few years back. They have pressured Brahms to reduce the size of the Black Fist Guard, calling for their replacement by Zhentilar mercenaries. Thus far, Brahms has shown little interest in meeting these demands, but he is also reluctant to openly challenge the Sokol Guild, as he fears doing so could well invite another Zhentarim invasion. The Sokol Guild has also pressed for years (even before Anivar Daoron’s death) to go to war with neighboring Melvaunt, where competing merchants threaten their profits. Thus far, Brahms has been no more open to this military adventure than was Daoron, but he may change his mind if he believes it necessary to retain power.
House Jannarsk: House Jannarsk deals primarily in basic agricultural products, especially food. They supply most of the inns, taverns, and bakeries in Phlan, and food vendors must join their organization or face vicious harassment by the Black Fist. The patriarch of House Jannarsk is Grubel the Third, whose grandfather and father slowly consolidated control over the agricultural trade and related craft guilds (e.g, butchers, bakers) over the course of the past half century. While House Jannarsk lacks ties to the sort of supra-regional political allies enjoyed by the Sokol Guild, they nonetheless wield considerable local clout, given their virtual monopoly over one of the basic necessities of life. Like the House of Cadorna, House Jannarsk has little enthusiasm for the Sokol Guild’s constant demands for war against Melvaunt, as they also have lucrative interests there, as well (though nothing approaching the near monopoly they enjoy in Phlan). Grubel Jannarsk remains skeptical of the Sokol Merchant’s Guild’s push to strengthen Phlan’s ties to the Zhentarim, though he does not share Emilius Cadorna’s suspicions toward Brahms and the Black Fist, as the latter organization has been pivotal in cementing his family’s monopoly control. Jannarsk is an obese, tactless and impious man who is far more interested in the pleasures of the flesh than in the affairs of the gods, so he has little concern for the influence of the cult of Bane on the Black Fist.
Nobles: The House of Kovel
Kovel Mansion: The Kovel Mansion is the local residence of the Kovel Lords, who control Kovel Keep on the Stojanow River and the Dragonspire at the base of the Dragonspine Mountains. Kovel Keep has been a strategically and economically important fortress for nearly three centuries, spanning as it does the southern portion of the Stojanow River. This strategic location has long enabled the Kovel Lords to tax traders and merchants who use the river to transport agricultural products, timber, iron ore and precious metals from the northern reaches of the Arcadian Plains, the Quivering Forest, and the Dragonspine Mountains to Phlan and throughout the Moonsea region. Exercising their might from these two large castles and many smaller fortress outposts controlled by their vassals throughout the northern portion of the Arcadian Plains, the Kovel Lords exercise hereditary privileges to demand tribute from the human and halfing farming villages in this area. In return, they provide protection from the fey who sometimes emerge from the Quivering Forest and the ogres, orcs and goblins who sometimes set out raiding from the foothills of the Dragonspines.
The patriarch of the Kovel Lords is Matromos Kovel, now in his eighties. Matromos remembers the bitterness his grandfather nurtured from the era of Zhentarim control and takes great pride in how his family has restablished itself as the reigning military power in the northern portion of the Moonsea region. He seldom makes the journey south to Phlan any longer, leaving his second eldest son (at some fifty-five winters), Garomo Kovel, to occupy Kovel Mansion and represent the family’s interests in town. One such interest is in pressuring Ector Brahms to make a show of expelling escaped serfs from the Arcadian Plains. Garomo has had some success with this, in part because Brahms recognizes that the Kovel Lords are well-positioned to further strangle the flow of trade through Phlan, something the town treasury call ill afford—not to mention that they might simply invade if they felt their interests were substantially threatened.
In rather clichéd fashion, Garomo regards his elder brother Deutromos, Lord of the Dragonspire, with great envy. As the presumptive heir of the all the Kovel lands and prerogatives, Deutromos is the main military commander of the Kovel forces and enjoys the respect and loyalty of their vassals. Conversely, Garomo has staked his future on building relationships with merchants and nobles in Phlan and the surrounding towns and city-states, while he bides his time for an opportunity to upstage his elder brother—and perhaps even usurp his claim to inherit and rule the Kovel lands.
Nonetheless, the Kovel Lords remain united in their hostility to recent reassertion of Zhentarim power in the region, especially the latter’s organization recent return to Zhentil Keep. They maintain formidable military power in the region, as they are able to raise an army of several thousand men from their vassals in the Arcadian Plains, though, of course, the vast majority of these troops are untrained and poorly equipped farmers. To be sure, this army would be no match for the full might of the Zhentilar, were the latter to draw significant portions of their forces from the Western Heartlands and the Sword Coast to the Moonsea region. So far, the Zhentarim remain preoccupied with rebuilding and restoring order to Zhentil Keep, and it remains unclear to what extent they aim to shift the focus of their activity back to the Moonsea region. Nevertheless, the Kovel Lords are desperate to find any means possible to retain their traditional privileges, their control over the northern Arcadian Plain, and their influence and status in Phlan.
Indeed, Garamo has sent emissaries to the Thar to explore the possibility of supplementing their armies with orcish mercenaries—or, if necessary, to use these same mercenaries to unseat his brother once their father dies. He has also sought out nobles, merchants and other local leaders in the surrounding towns and city-states in order to form mutual protection pacts, both directly and by pressuring Brahms to pursue such alliances. In order to have any hope of recruiting such mercenaries and allies among the other Moonsea towns and city-states, however, Garamo is keenly aware that he will need the financial support of the merchant houses. Accordingly, while determined to avoid being seen to associate as equals with those he considers beneath his status, Garamo is nonetheless eager to find ways to shore up alliances with the merchants. His position is advantageous, as the merchant houses depend on the safe passage provided by the Kovel Lords through the northern Arcadian Plains to ensure access to various suppliers (wool for the Cadorna, agricultural products for Jannarsk, and stone and precious metals for the Sokol Merchant’s Guild).
The Kovel Lords have been among the most steadfast supporters (politically and financially) of Ector Brahms’ regency and the growing power of the Black Fist. While the Black Fist remains far too small a force to present any real threat to the Kovel Lords’ military power, they view the expanded city watch as an important bulwark against the threat posed by the reassertion of Zhentarim influence in the region. Moreover, the Kovel Lords are devout worshippers of Bane, which deepens their affinity for certain elements in the Black Fist.
While remaining true to the cult of Bane, Garomo’s envy and lust for power have also led him to dabble in the cult of Beshaba and even in dark rituals aimed at summoning the powers of the infernal lords of the Nine Hells. Not coincidentally, he has taken a keen interest in word recently received from his emissaries to the Thar that a large cell of the Cult of Asmodeus has begun forging alliances with the fierce orcish tribes of the western Thar, with the ultimate aim of forging a dread army that will plunder the wealth of the towns of Phlan, Melvaunt, Thentia, and Hulburg to the south. (What he does not realize is that the leader of this cell, the half-orc cleric and warlock Zhorg Xuthu has a much grander, otherworldly agenda that ultimately aims to open the Gates of the Nine Hells to allow infernal armies to conquer Faerun and the rest of the material plane.) Garomo hopes to convince Zhorg and others involved in assembling these armies to spare Phlan and focus their attacks on the lands east of the Moonwatch Hills, which conveniently include Melvaunt and Thentia—and to lend their support to opposing the Zhentilar if necessary. In unleashing the orcish armies of the Thar, he expects to gain influence with the Sokol Merchants’ Guild, while also pressuring its members to devote their allegiance more squarely to the town than to the Zhentarim. Ultimately, he aims to usurp both the Cinnabar throne and the House of Kovel, but he knows he must proceed carefully if he hopes to achieve these ends.
Artisan’s Guild
The artisan’s guild regulates the training of apprentices in skilled trades, collects dues from its members, and advocates on their behalf to the Lord Regent. The Guild is based in an L-shaped guildhall near where The Mezzanine intersects with the road that takes travelers north and east out of town.
Brice Vang (armorer). Hailing from a small farming village in the northern portion of the Arcadian Plains where the Kovel Lords rule, Brice Vang landed in Phlan some thirty winters past, where his enormous strength and ferocious work ethic quickly caught the eye of a local blacksmith. After apprenticing with the blacksmith for several years, Brice took over the shop when his master retired. As his skills continued to increase, he began to specialize in making armor. His skills are in high demand, and his strong work ethic and high-quality craftsmanship have come to command great respect. Partly as a result, he has emerged in recent years as the single most influential figure in the Phlan Artisans’ Guild, which brings together skilled craftsmen from a variety of trades (blacksmithing, leather work, carpentry, and the like—though the House Jannarsk has successfully used intimidation to prevent butchers, bakers, and other food sellers from joining forces with the Artisans’ Guild). Vang is a man who considers his words carefully and listens before speaking. Yet when he does speak, he speaks forcefully and with unpretentious eloquence. While he does not share his views on the matter lightly, Vang regards Ector Brahms as a usurper and the expanded Black Fist as a cabal of bullies and thieves. He also despises the Kovel Lords, having grown up under the constant threat of their brutality and in the shadow of their ever-increasing demands on peasant farmers like his parents. He relies on the Sokol Merchant’s Guild to both to supply him with ore and to deliver orders from wealthy nobles throughout the region, however, so he is eager to stay on their good side, so long as he can do so with integrity. He has heard the rumors that the Welcomers resent the greed of the merchants and nobles and style themselves vigilante heroes—and has somewhat naively taken this self-serving portrayal at face value.
Str: 19 (+4) Dex: 15 (+2) Con: 14 (+2) Int: 13 (+1) Wis: 9 (-1) Cha: 15 (+2)
Randolph Tzintin (leather goods). While not the only maker of leather goods in Phlan, Tzintin is widely regarded as the best. He is a reasonably amiable, if single-minded (human) man who enjoys his work and has little interest either in local politics or the wider world. He remains active in the Artisan’s Guild largely out of his deep respect for Brice Vang. He becomes extremely animated when asked about any aspect of leatherwork and can discuss the qualities of different types of hides in mind-numbing detail, but otherwise frequently seems indifferent to others and to the world around him more generally.
Alero the Smith (weapon smith). Alero is a skilled dwarven blacksmith, who came to Phlan from the dwarven kingdom of Fardûn in the Galena Mountains. His services have frequently been sought by noble patrons from throughout the Moonsea region, so skilled is he as a crafter of fine swords, battle axes and other martial weapons. Indeed, his great skills and long tenure as Phlan’s master weapon smith have meant that he does not have to rely on the Sokol Merchant’s Guild to obtain as many orders as he can possibly keep up with. (He also maintains supplier relationships with his kin in Fardûn, meaning that he does not need to rely on the merchants to supply needed ore.) A close friend and occasionally collaborator of Brice Vang’s, he shares the latter’s views of Ector Brahms and the Black Fist—but he is far less diplomatic about expressing those views. Indeed, he often cannot restrain himself from flying into a colorful string of curses whenever anyone so much as mentions the Black Fist. A worshipper of not only Moradin but Marthammor Duin, the dwarven god of travelers, wanderers and outcasts, he takes a keen interest in travelers and adventurers of all sorts, which often brings him to Freona’s Tea Kettle after a long day’s work. Consequently, he has developed a very warm friendship with and deep loyalty to Freona. He also has a keen mind and a deep, longstanding interest in the history and geography of the Moonsea region, though it has been more than a century since he travelled widely (he has seen some two hundred-forty winters in all). Having lived under Zhentarim and later three generations of Daoron rule, he has no particular love of the Zhentarim, who once pressured him to develop an exclusive supplier relationship with the Sokol Merchants’ Guild, a pressure he stubbornly resisted. While Alero’s many years—and widely valued skills—give him confidence that he can speak his mind regardless of who may be listening, rumors have begun circulating that the Black Fist is watching him carefully, perhaps waiting for the right moment to strike.
Str: 16 (+3) Dex: 16 (+3) Con: 15 (+2) Int: 15 (+2) Wis: 8 (-1) Cha: 9 (-1)
Vondor Thond (carpenter). A half-elf born to a sylvan elf maiden and local farmer on the eastern edge of the Quivering Forest, Vondor has lived and plied his trade in Phlan for nearly as long as his dear friend Alero the Smith, some eighty years. Like many half elves, Vondor felt unwelcome in the insular farming village of his father and found an even chillier reception among the often xenophobic sylvan elves of the Quivering Forest. Accordingly, he moved south to Phlan as a youth, where the considerable carpentry skills he learned on the farm and from a kindly elven uncle, Dorfaren Luberos, made it was relatively easy for him to find an apprenticeship with a local human carpenter, now long deceased. Tactful and conflict averse but loquacious, Vondor frequently scolds his friend Alero for his frank grumbling about Brahms, the Black Fist, the Sokol Merchant’s Guild, and the Zhentarim. The Sokol Merchant’s Guild has placed increasing pressure on him to rely on them as a supplier, which has become increasingly effective in recent years as troubles with the fey and the wood elves of the Quivering Forest have made relying on local foresters more difficult. As such he is not without sympathy for Alero’s frequent complaints about this guild, but he fears losing his livelihood if he challenges them openly. Like his wood elf uncle, however, Vondor secretly belongs to the Harpers. As such, he—unlike his friends Vang and Alero—recognizes that the Cult of the Dragon has made inroads in Phlan and elsewhere in the Moonsea region—and presents a potentially much greater threat than the political machinations of any of Phlan’s local notables or even the Zhentarim, the Harpers’ sworn enemies. He also knows that the group of adventurers who recently arrived at Freona’s Tea Kettle were sought out by an associate of his uncle’s, who approached them on behalf of the Harpers. However, he will only reveal any of this information (including that he knows that the kidnapped merchant Bartholomay Fandron was taken by the Harpers) to anyone outside the Harpers if driven to do so, whether by persuasion or intimidation.
Str: 14 (+2) Dex: 16 (+3) Con: 12 (+1) Int: 12 (+1) Wis: 14 (+2) Cha: 14 (+2)
The Welcomers
Less a formal “thieves guild” than those typical in the great cities of the Sword Coast, the Welcomers is a shadowy, largely informal criminal organization that demands tribute from various kinds of petty thieves and violent criminals, from street urchins to informal gangs of highwaymen and robbers who haunt the streets of Phlan and the roads to the north and west. In addition, they prey directly on wealthy visiting merchants and various other travelers, while also smuggling various types of goods, from the exotic to the mundane, often without paying the requisite tariffs and other assorted fees to Brahms’ regency. They also have a network of spies throughout the town who have infiltrated not only the taverns and streets of eastern Phlan, but also the halls of local power, from Valjevo Castle and the Black Fist outposts to the House Jannarsk, the Sokol Merchant’s Gulid and even the kitchens of the Kovel Mansion. As such, they are often in a position to trade information for leverage and profit.
The nerve center of the Welcomers organization is the Leering Jester Tavern, an expansive T-shaped structure on Lamp Street in the seediest portion of eastern Phlan, which doubles as a house of prostitution and a gathering place for the most unsavory elements in town. A secret passageway in the basement of the Leering Jester leads to the lair of Khemnon the Drow, the self-appointed Roguemaster of the Welcomers. Along with his lieutenants, the cold and merciless assassin Creed Flamewhisk and Khemnon’s sometime consort and rogue extraordinaire, Ithray Moonmane, Khemnon manages a large network of spies and enforcers. Khemnon has retained the traditional Drow devotion to the demon goddess Lolth, Queen of Spiders. Indeed, he views his deft management of the Welcomers’ local network of spies and enforcers as an homage of sorts to the Queen of the Demonweb Pits. As such, he has no particular affinity for the cult of Bane or its adherents in the Black Fist, though he is quite happy to use them for his own ends.
The Harpers
The main strength of the Harpers’ loose knit organization is centered in the northwestern region of Faerun, from the Silver Marches to the great city of Waterdeep. However, the Harpers of the Kingdom of Cormyr and the Dalelands remain active in the Moonsea region, where they quietly and secretly oppose both the reestablishment of Zhentarim influence and the growing threat posed by the Cult of the Dragon. In particular, a Harper cell operates out the Quivering Forest, secret forest settlements in the Cormanthor, and many of the fortified towns and city-states on the southern coast of the Moonsea.
They have been less active in Phlan and neighboring Melvaunt, but the cell based in the Quivering Forest has recently begun investigating the activities of the Cult of the Dragon in the northern portion of the Moonsea region, where the Cult has attempted to purchase dragon eggs stolen from the Dragonspine Mountains. Envoys from the Dalelands have warned the Quivering Forest cell that the Cult of the Dragon aims to smuggle dragon eggs from throughout Faerun, including the northern Moonsea region, to their strongholds in the Western Heartlands. There, they aim to raise dragons in captivity that will serve the cult and its ultimate aim of unleashing an army of undead dragons on Faerun.
Vondor Thond’s wood elf uncle, Dorfaren Luberos, leads the Quivering Forest cell, but his half-elf associate Wilavor Belril has taken the lead in the Harper’s investigations into the Cult of the Dragon’s activities in the area and has approached a group of adventurers who recently arrived in Phlan to ask them to pose as a captured merchant, claiming that the latter wanted to “illegally” purchase a dragon egg. (To be sure, the Black Fist would take a dim view of attempts to smuggle dragon eggs through Phlan, given the town’s bitter historical experience with becoming the target of dragons’ ire.) In fact, the captured merchant was Barthella Fandron, an underling of the sorcerer Tarik Bloodwhirl, who has overseen efforts to deepen the Cult’s influence in Phlan and the surrounding region. Fandron was one of two recent converts to the Cult in the Sokol Merchants’ Guild, who Bloodwhirl managed to recruit using a combination of blackmail and powerful enchantments. The Quivering Forest cell now holds Fandron captive.
The Cult of the Dragon
As alluded to above, the primary domain of this strange organization stretches from the Sunset Mountains in the Western Heartlands to the northern city of Neverwinter on the Sword Coast. Recently, however, the Cult has begun sending emissaries throughout Faerun in an effort to secure dragon eggs and discover the grave sites of fallen wyrms. They aim to raise an army of dragons in captivity that will obediently serve them and advance their ultimate goal of amassing sufficient power to resurrect fallen wyrms as dracoliches, thus unleashing an era of terror and destruction across the continent. They frequently attempt to ally themselves with various evil humanoids and dark religious cults, promising to place dracoliches in the service of baleful gods, infernal armies or rampaging demons. In fact, however, they view these alliances as mere expedients to unleashing the terror of an army of dracoliches on Faerun, an end they pursue purely to fulfill their founder Sammaster’s prophecy of doom.
The cult has sent two such emissaries to the Moonsea region, including the wizard Avorax, charged with furthering the Cult’s ends on the southern coast, and Tarik Bloodwhirl, a sorcerer who has already achieved some modest success in advancing the Cult’s goals on the northern Moonsea coast. In particular, Bloodwhirl has managed to convert two members of the powerful Sokol Merchant’s Guild to his cause, including timber merchant and guild treasurer Barthella Fandron (discussed above in the section on the Harpers) and Mortimus Greeley’s business partner and confidant, Rhimundus Miser, a wealthy copper merchant. While Bloodwhirl secured Fandron’s support by blackmailing her (i.e., threatening to reveal that Fandron has been stealing from the Guild to the other members or even the Black Fist), he has secured Rhimundus Miser’s loyalty by subjecting the latter to a combination of flattery and a powerful charm enchantment. As a result, Miser has gradually become more and more obsessed with dragons and is in imminent danger of losing his mind. For now, however, he has managed to maintain Greeley’s confidence and an iron grip on the copper trade in the northern Moonsea region.
In addition to gaining influence with the Sokol Merchant’s Guild, Bloodwhirl has made potentially useful contacts among the Welcomers. Initially, he made contact with Ithray Moonmane, who has acted as a liaison between Bloodwhirl and the Obscura Outfit, a loose confederation of self-serving adventurers who specialize in finding and selling exotic goods. While neither group is especially loyal to the other, the Welcomers and the Obscura Outfit have periodically done business together, with the Obscura Outfit obtaining exotic and often dangerous goods, while the Welcomers smuggle them through Phlan to various buyers around the Moonsea. Recently, members of Obscura stole several eggs from the copper dragon Gym, who lairs in the highest reaches of the Dragonspine Mountains (known to the Arausammen dwarves as Dungarn Morndin, the Dragon Peak). Seeking to sell them to the highest bidder, the Obscura Outfit quietly contacted the Welcomers about finding a buyer. Through Moonmane, Bloodwhirl was able to arrange a meeting in which Barthella Fandron was to purchase an egg from representatives of the Obscura Outfit. Before he could do so, however, the Harpers intervened, capturing Fandron and sending a group of adventurers who recently arrived in town to pose as Fandron and to intercept the dragon’s egg.
For their part, the Outfit is very cautious and very savvy. As such, they did not want to risk the actual eggs—and did very much want to raise the prices of the second and third eggs if they could confirm that the buyer was legitimate. Accordingly, Strangefell went to the meeting with a fake. Despite Strangefell’s suspicions, the adventurers sent by the Harpers managed to plant a magical pin on her before she and her hirelings could flee when Welcomers enforcer Grimm Fardreth and his highwaymen appeared and demanded both the egg and the diamonds the adventurers had brought as payment.
Importantly, a welcomer spy saw Bloodwhirl with Fandron at Sokol Keep and reported to Moonmane that their interactions seemed suspicious—and that Fandron’s behavior was increasingly erratic. Accordingly, while the Welcomers are quite willing to profit from dealing with Bloodwhirl (and would likely have few qualms about doing business with the Cult, so long as they are not implicated in anything that would bring a draconic threat to Phlan), they do not trust him.
Fardreth has been charged directly by Khemnon with monitoring two of the adventurers, elven rogue Levin Therryse and former Black Fist member Leo Donovan. In addition, he managed to overhear Moonmane making the deal with Bloodwhirl, which gave him the idea that he could hide out in the forest nearby and steal the egg from either the buyer or the seller and demand a higher price from Bloodwhirl.
Bloodwhirl has also formed a loose alliance with the goblins led by the bugbear Gorrunk and their shaman Marduku. He has cultivated this alliance with gifts of treasure and promises of power, but his real interest is in protecting and keeping secret the location of the black dragon grave in a natural cave connected to their lair. In addition, he has infiltrated the crypt of Xandria Welltran, whose sarcophagus actually holds the remains of the bronze dragon Srossar, who was possessed by the interplanar being known as Tyranthraxus and used to take control of Phlan a century and a half ago. Having infiltrated the crypt, Bloodwhirl has been experimenting with human remains in order to prepare for the creation of the dracoliches. He has also constructed teleportation circles that will enable him to quickly return to the Cult’s stronghold in the Western Heartlands—or to bring Avorax and other cultists quickly to Phlan.
Having made these important discoveries, Bloodwhirl now awaits orders from the Cult’s stronghold in the Western Heartlands. At the appointed time, he and Avorax are to join together with whatever new followers they have able to recruit and to conduct rituals that will resurrect each of the fallen dragons as dracoliches. At the same time, the Cult aims to orchestrate rituals at other dragon graves spread across the length and breadth of Faerun, thus unleashing the terror of the dracolich army foretold by Sammaster.
With the aid of a magical mirror in the dungeon below the ruins of Castle Atuke, Bloodwhirl has also been in contact with Zhorg Xuthu, the devil worshipping half-orc warlock from the western Thar. He has promised to place dracoliches in service to the orcish armies that Xuthu is attempting to build to invade the towns on the northern coast of the Moonsea. Ultimately, Bloodwhirl has no interest in supporting Xuthu’s plans, but he hopes to stir up trouble that will distract the local and regional powers in and around Phlan—not to mention the Harpers—from what the Cult is actually trying to accomplish. In turn, Xuthu has sent a small detachment of orcs and an ogre to serve as Bloodwhirl’s personal guards and servants. While they resent this task, they fear Xuthu far too much to question his orders. Indeed, it was only with the assistance of these lackeys that Bloodwhirl was able to use the threat of force along with gifts of gold to convince Gorrunk and Marduku to cooperate with him.
Leering Jester Tavern. Located in the heart of Phlan on Lamp Street, the Leering Jester is gathering place for thieves, cutthroats and bandits, which also serves as a brothel, as the home of Khemnon the Drow and his lieutenants, and as the nerve center of The Welcomers. (Khemnon the Drow owns the building under an alias.) Black Fist guards have long avoided the place, knowing that they are neither welcome nor safe within. So long as Khemnon continues to generously support the town’s depleted treasury, Ector Brahms is reluctantly willing to tolerate this state of affairs. The tavern generally opens late in the afternoon and closes shortly before dawn.
Main floor: The main floor serves as a tavern, with a long bar, kitchen and food storage area in the back. The main room of the tavern has few windows, all of which are on the mezzanine balcony level that provides access to bedrooms that can be rented by the hour. Accordingly, there are many shadowy corners in which various deals can be made and schemes hatched.
Second Floor: The second floor is used as a somewhat more upscale brothel, with rooms that vary from comfortable but modest to opulent (roughly in proportion to size). Rooms are occasionally rented to travelers and other guests. At the moment, a rakishly handsome nobleman, Zor Calahan Montain (“Zor” being the Mulmasterian term for “lord”), youngest son of the powerful Montain family that controls the Spur Fortress at the northern edge of the Earthspur Mountains, is renting the large room on the southwestern corner. Zor Montain has amassed substantial gambling debts since arriving in Phlan a few months ago, which has sparked veiled threats from the Welcomers; Khemnon hopes to use Montain’s connections to expand the Welcomers smuggling operations between Phlan and Mulmaster. For his part, Montain is exceedingly vain and boastful, but also extremely cowardly. He is terrified of the Welcomers and eager to flee back to Mulmaster, but is far too timid to do so on his own. He will offer the adventurers 50 gold nobles if they can get him safely to a ship to Mulmaster on the western docks. (While he will not initially offer them this, he also has a solid gold locket inlaid with emeralds that is worth 200 gp. He offers to give them this only if he cannot otherwise convince them to escort him to the docks.) While Montain carries a rapier and dagger on this person, he is far to cowardly to use them in combat, wearing largely because he like how they look (he is every bit as vain as he is cowardly). He can easily be intimidated (DC 5).
Third Floor: This floor consists largely of the private chambers of Khemnon and each of his lieutenants, Ithray Moonmane and Creed Flamewhisk. All three chambers are secured with iron doors, and each includes a secret door that allows its occupant to flee through the second-floor chamber below. • Flamewhisk’s chamber is sparse, including only a simple cot-like bed, a small table that doubles as a writing desk (with a human skull upon it), and a drab chest. The chest contains 240 gold nobles and three vials of poison. The door is rigged such that anyone who enters either without unlocking the door or without turning the doorhandle is in a specific pattern (two half turns clockwise followed by a full turn counterclockwise) must roll a Dexterity saving throw or be struck by a poison dart. (Alternatively, make an attack roll with advantage and +4 ATK bonus to hit vs. the character’s armor class.) Any character who inspects the door handle can detect the trap with a DC 15 Perception (Wisdom) check, but it can be disabled only with a successful DC 20 Dexterity check. • Moonmane’s chamber is richly appointed, with an elegant four-poster, a large, ornately carved wardrobe, an oak desk, and velvet-cushioned loveseat. Hidden beneath a floorboard under her bed (detect on DC 15 Perception [WIS] check), there is a wooden chest studded with rubies and sapphires, worth some 150 gold nobles on its own. Inside, there are two larger rubies, each worth 200 gold nobles each, as well as two one-pound gold bars, worth 50 gold nobles each. This cache of valuables is protected by a poison gas trap, such that opening the chest by force released a cloud of noxious vapor that is equivalent to a poison spray spell (1d12 poison damage, successful DC 15 Constitution saving throw halves damage). • Khemnon’s chamber is also well-furnished, with a four-poster, a large oak desk, a wardrobe, and several attractive hand-carved chairs. Against the wall next to the bed, there is shrine to Lolth, consisting of a wire web, from which hangs a large black spider fashioned from iron. There is a small table on the floor below this symbol, about the right height for someone who is kneeling. On the table, there are two large candles, between which lies an obsidian dagger. The dagger is cursed, such that anyone carrying the dagger cannot heal normally. Specifically, any hit dice expended after a short rest yield only half the number of hit points rolled, and characters regain only half of any missing hit points on any given day. In addition, the character loses one hit point every twelve hours. There is a secret compartment in his desk, which holds a scroll of false life, four five-pound gold bars (worth 250 gp each), and 50 platinum pieces. Khemnon’s chamber is protected by a glyph of warding, which fires magic missiles at anyone who opens the door without pronouncing the Drow word for disarm “entwaffa”.

Districts

Old Phlan
Old Phlan is the walled portion of the town, which houses Valjevo Castle, Kovel Mansion, the ruins of the Lyceum of the Black Lord, Mantor's Library, and the finer inns in town, The Cracked Crown and Nat Wyler's Bell. Most of the merchants who belong to the Sokol Mechants' Guild have residences in this part of town, which is also home to the textile factory and mansion of the House of Cadorna.
The main quays bustle with activity during daylight hours, as ships and cargo boats load and unload all manner of wares and raw materials. A contingent of some 20 Black Fist guards inspects arriving cargo, ensuring that Brahm's customs officials collect tariffs without being challenged. Above the main quays, Denlor's Tower looms, decorated with fearsome gargoyles that scale its impressive 50-foot height.
Several gates provide access to Old Phlan, though not all are typically open or accessible to the townsfolk or travellers:
1) The Eastern Gate is the main pont of entry into Old Phlan for the smallfolk who inhabit New Phlan. This gate is only open during daylight hours, during which a contingent of 10 Black Fist guards continually monitor traffic entering and leaving Old Phlan. The gate closes at dusk, after which only wealthy merchants known to the guards and members of the Black Fist are permitted to enter or leave through the gate.
2) The Northern Gate leads directly into Valjevo Castle. Only members of the Black Fist are typically permitted to use this gate.
3) The Tombstone Gate opens to a bridge that leads across the West Branch of the Stojanow River to the Iron Route and the Valhingen Graveyard. Like the Eastern Gate, the Tombstone Gate is only open during daylight hours. Primarily used by travelers rather than the townsfolk themselves, passing through the Tombstone Gate brings one to Podol Plaza, where traveling minstrels perform, artists hawk their wares, and occasional itinerant priests and prophets call the townsfolk to renew their devotion to the gods. A contingent of some 20 Black Fist guards monitors the Tombstone Gate at all times.
4) The Iron Gate is the westernmost point of entry into Old Phlan but remains shut most of the time, only openened when the smallfolk flock to the town on feastdays and other holidays. 
5) The Moonsea Gate on the town's main quays is only accessible to those traveling by boat. Like the Eastern and Tombstone Gates, it only remains open during daylight hours. A contingent of 10 Black Fist guards monitors the gate at all times.

New Phlan
While much Old Phlan has stood for centuries (albeit only with the help of two major rebuilding efforts during the 14th century, first in the wake of Mugruk's 1303 invasion and Bagiertha's expulsion in 1380), the majority of the buildings in New Phlan have only stood for a decade or less, particularly east of the Mezzanine and north of Huldane Way.
Phlan's open air food market extends from the HOuse of Jannarsk into the intersection of the Mezzanine and Huldane Way. The Black Fist maintains outposts at the intersection of Toranth's March and Axmar Lane and just east of the Outer Quay.  Less well-to-do travelers often stay at Freona's Tea Kettle, and the notoriously seedy Leering Jester Tavern provides a haven for local cutpurses, adventurers, and thrill seekers alike. (The Leering Jest doubles as a brothel and is reputed to serve as the base of operations for The Welcomers; the Black Fist generally steers clear so long as there are no major disturbances.)
New Phlan is also home to many of the town's artisans and their shops, including blacksmith and armorer Bryce Vang, reknowned Fardûner weaponsmith Alero Kriegskarn, carpenter Vondor Thond and tanner and leatherworker Randolph Tzintin.

Type

Town

Population

10000