Running Keep on the Shadowfell, Part 1

Like many people my first real exposure to 4th Edition was via H1: Keep on the Shadowfell, which along with leaked pdf workproofs, was intended to showcase 4th Edition before it officially came out. On a purely technical level it succeeded in doing that: you get quick-start rules, some pre-fabbed PCs, and (ir)relevant(?) monster stats. To me, it had a somewhat disjointed and vague story, bat-shit random encounter composition/terrible encounter design, and incredibly artificial dungeon layout. Its a testament to my group that they were willing to put our Age of Worms campaign on hold long enough to see it through to the end.

Now I find myself with a Sunday group. I played in one of their games, they wanted to see how I'd do things, and is desperation I turned to my library of published modules. To be fair, Keep on the Shadowfell is bad, but not irredeemable. I mean, it gives you a sturdy-if-cliche plot of death cults and kobolds to work with, and there are more than a few attempts to re-purpose the adventure into something...interesting. All I had to do was make some changes, right?

Okay...a lot of changes, especially given that the party I've been dealt is three drow and a warforged. I'm sure there's a joke in there, and I just hope it doesn't involve a tavern.

Or S&M.

I'm going to talk about the adventure as the group tackles it, talking about what I like, dont like, what I changed, and how it all went down.

The adventure officially starts out with the party getting ambush, and I kept it in because I like having the players rolling dice as soon as possible once the session starts. This encounter is okay. Aside from having to shuffle starting positions so that the kobolds are legally hiding, its good for new players trying to learn the ropes or for players wanting to try out new races/classes. The only real thing you might consider changing is throwing in a pit trap or something since kobolds are supposed to have some kind of affinity for traps.

After that encounter its just a hop, skip, and jump away to Winterhaven, which serves to highlight another issue I have with this module: pacing. After just one encounter, the party immediately arrives at the home-base. Really? Thats it? On one hand I was tempted to add in another combat encounter, simply because I felt that by itself this encounter is really fucking pointless, but on the other hand I'm not a fan of unrelated XP grinding. What I did do was have the party run into a ransacked wagon train. I like to show and not just tell if I can help it, and by showing them what the kobolds are capable of it might help drive home the severity of the problem. Also? I was kinda hoping they would try and track the kobolds back to their lair themselves and tackle it before going to Winterhaven and picking up the quest. At any rate, it did give them a logical starting point.

Since the entire party consisted of drow, I had some undead and an ogre ghoul assault Winterhaven about the same time the party arrived. The idea was for the players to assist the soldiers in driving them off and engage in a skill challenge to try and earn some modicum of trust so that they could try and advance the plot. It was frankly the best I could come up with on the spot, as I didnt want to completely bypass Winterhaven altogether despite how flat and two-dimensional it is. In hindsight having them arrive on the surface and be captured by kobolds and/or cultists might have been the better option...oh well, live and learn.

Its at this point that the adventure kind of lets you choose your own direction, depending on who you talk to. You can try and take on the kobolds at their source, go to a burial site, or hit up Shadowfell Keep.

If you choose to go after the kobolds, you basically repeat the first encounter and then immediately end up at the lair afterwards. Boring. I instead changed it around to a skill challenge representing the party tracking the kobolds (since the soldiers didnt know exactly where they were), and had it setup so that if the party fucked up that they'd get ambushed, but if they succeeded they could get a surprise round and some XP. I completely scapped the second ambush and entirely redid it in a forest setting with more skirmishers and ranged mobs than a collection of dragonshields, which dont make a lot of sense for the scout-hunter types.

I felt that a change of terrain and introduction of terrain powers made things a lot more interesting. As it was the first encounter of the day, I pulled back the XP budget a bit so that I could gradually ramp up the difficulty in the next few encounters.

A2: Kobold Lair, Outside
For the lair I allowed everyone to Stealth if they felt like it, which wasnt with all the trees and waterfall. I intended for this to be a fairly difficult battle in two waves, so wanted to make it easy for them to get a surprise round in as well as figure out whats-where so that they could plan an attack. I changed up a lot of shit in both lair encounters: I had a wyrmpriest working on a magic item in the magic circle, had a pair of dragonshields guarding the entrance, had a few minions mucking about the bone pile and eating some carcasses, and finally had a slinger on top of the waterfall as a sentry.

The XP budget was higher, to be sure, but then they were assaulting a kobold lair. The waterfall muted a lot of the noise, and I gave them a few rounds before one of the kobolds went inside to warn the rest. They could also call for help, and I gave it a flat 50:50 chance that they would be heard. If an alarm was raised, then on subsequent rounds more enemies would arrive until I ran out of shit from the second lair encounter. The players were very likely to have surprise and planning on their side, but I didnt want to overwhelm them. To their credit they handled things very well, and no alarm was raised.

A3: Kobold Lair, Inside
As written, this encounter is fucking brutal. Its well over double the recommended XP budget before factoring any escapees from A2, and includes a level 3 elite that deals bonus damage and regens while bloodied. Couple this with the fact that some groups might not think to wait for their rest period to refresh encounters and heal, and you have an encounter that can very easily result in a TPK.

Really, most of this can be changed by rearranging and removing some of the mobs. First, I reduced the overall count to a more manageable level (partially to account for the four-man group). I then moved them all away from the entrance, putting clusters in what I perceived to be "living quarters". There was only a pair of kobolds at the entrance as an early warning system, and then on subsequent rounds had additional kobolds show up as reinforcements and give the party a chance to deal with smaller threats that gradually scaled up.

The biggest change, by far, was Irontooth. I decided that with a decidedly kobold theme that having their leader end up being a goblin was pretty fucking stupid. I redesigned him as a level 3 soldier, based on a kobold dragonshield but with a breath weapon (lightning damage and pull effect) instead of dragonshield tactics. I figured this way he could be better introduced to the battle in a logical manner without brutally slaughtering the entire party (I'd heard that TPKs against this fucker were exceedingly common).

That was the plan, anyway. They ended up wiping out most of the kobolds really quickly, so I swapped Irontooth out at the last second for a young white dragon. Also, I wanted to scare the shit out of them. It worked. The dragon was dispatched and they returned to Winterhaven to wrap up the kobold quest as well as giving them a Reputation bonus (moving from, "we're only trusting you for the plot," to, "vehement distrust").

A4. Burial Site
The next plan on the agenda is for the group to either check out the burial site or head to Shadowfell Keep. I'm anticipating the burial site first, and am going to change it up quite a bit. Like, no gnomes. Or halflings. Or any other fucking random humanoid, for that matter: its all humans. The relic is going to be some sort of bone, likely a skull or somesuch. It just makes more sense to have something like that associated with a Shadowfell ritual instead of a mirror. Perhaps a petrified heart? Anything but an ass-random mirror. I'm also going to have it grant necrotic resistance or a hit point-draining ability. Make it worth their while! The final encounter composition that I have is the following:

  • 1 human cult fanatic (level 3 brute)
  • 1 human necromancer (level 2 controller)
  • 4 human rabble (level 2 minion)
  • 2 grave drakes (level 3 soldier)

XP Total: 699 (out of a "balanced" 500)
Treasure: +1 bone talisman (neck slot, +1 to Fort, Ref, and Will, resist 5 necrotic), bracers of mighty striking, skull mask, 4 25 gp gems (onxy), gentle repose ritual scroll, 50 gp of Arcana ritual components, 10 gp.

The grave drakes aren't present when the encounter starts, but are summoned by the human necromancer a round or two into the combat encounter. This will make things a bit easier at the start, before the encounter gets kicked up a notch. Also? Gonna totally put in necrotic ground patches (only half hit points recovered from healing surges).

The other problem with this encounter is that its really the only one in a string. Once the party is done they can basically go back to Winterhaven and rest up again, especially since there isnt a time crunch on the evil ritual that Kalarel is performing, or whatever. the combat wraps up, all the magic being thrown about will cause a dragon skeleton to animate. This will just be a reskinned young white dragon, nothing too fancy.

Where the dragon crops up, I'mm make the area difficult terrain from all the bone fragments and loose earth. When it gets bloodied part of its body will shatter, causing its wings to break off and make spots of difficult and damaging ground (5 necrotic damage when entered). So on the plus side, it loses its Fly speed, but makes it harder to maneuver about. The last thing to work on is adding in some terrain powers to the encounter.

More to come as I keep running. Part 2 should be up at the end of next week.


  1. Yes! Please keep doing this. My group is starting this module next week, and you've already helped me to improve how it's going to work. As the young folks are saying on the internets: MOAR!

  2. indeed, i think i may even use you ideas to run KotS.

  3. Check this out if you havent seen it yet. It turns KotS into a fully-fleshed mini-campaign.

  4. Thanks Jason, there's some really good stuff there!

  5. I have drafted an alternative note from Kalerel to Irontooth, that does not give the whole plot wrapped up in one neat package:

    My spy in Winterhaven have informed me of a potential threat, and has directed them to your lair. Be prepared to deal with them in any way you say fit, so long as they are no longer a threat.

    Feel free to use or paraphrase this note.
    Yes, I noticed the ambiguous wording in the phrase 'deal with them', but I think it will make players give themselves a face-palm when they realize that they could have talked their way past this encounter. If they notice the wording, anyway...

  6. oops, sorry for the bad grammar. (I originally made it for the Eberron conversion , in which Kalerel has multiple spies in Winterhaven)

    I also apologize for this comment being out-of-place, but I had no otherwise guarantee that it would actually be SEEN.

  7. oops again. I just realized that it is, in fact, where it should be.


  8. The problem is that it is still Kalarel dealing with people he has no reason to, and basically spelling it out in a note.

    If you absolutely HAD to connect the two, I think it would make more sense for the characters to stumble upon some death cultists speaking with Irontooth when the players show up. That way, they can try to interrogate them later.

  9. My players don't normally think to interrogate, and I want to accomodate their playstyle.

    I'm applying the Eberron conversion, which has Kalarel as a member of the Blood of Vol and the kobold/goblin tribes as a Khyber cult that focuses on the 'winged demon' who is actually Orcus. Kalarel is using the kobolds and goblins because, well, he doesn't want his secret affiliations found out, and he needs a little more than 12-18 cultists as a defense. Also, Irontooth was changed to a Dolgrim named Ironteeth.

    The note I posted doesn't give away the whole plot, the idea being that they piece the picture together based on this and another note that they find at the burial site. This note brings up the ritual, and the necessity of something called the Third Sinister Rib (this was in the conversion).

    Not even these two notes together form the whole picture, though.

    They investigate the keep after they deal with the stuff at the graveyard, meshing interludes 2 and 3 together. Ninaran, a dusk hag in eberron, gives them a vision pointing to 'the knight who doomed himself through failure', a.k.a. Sir Keegan. He can fill in the rest.

    Then, at the keep the goblin Khyber cultists have a force arranged to greet the party. After that it's all cultists and undead until the final showdown with Kalarel. Two dolgaunts replace the skeletons in the climax.

    This breakdown combines the original, the eberron conversion, some of your stuff, and some of my stuff. What do you think now that you have the (mostly) whole picture?

  10. The note does not have Kalarel's full name. None of them do in my version. Just the initial. It does not detail the rift or any of that stuff. All it does is point to is a larger threat, matching what they find at the burial site.


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