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Preface & Introductions

The Game
I’ve been looking for a good Thief RPG for a long time. I also have a long-standing fascination and love for Elves, Magic, and all things sparkly and shiny. Most games involving the ideology of the Thief (especially the MMORPG) are actually more focused on an assassin-like character; the thief’s abilities more focused on types of damage, de-buffs, and methods of avoiding taking damage. Rarely, if ever, do you actually participate in theft of any kind (in the MMORPG).
As for the classic pen and paper RPG, the thief has always been an integral archetype of any adventuring party. But in these games they usually play a specialized role, and you would rarely if ever see a party of all thieves. Thieves in these games have to multi-class to explore the various flourishes and trickery they can add to play. Multi-classing, however, severely weakens the development flow of core Thief abilities, while advancing the unnecessary and extraneous abilities of the other class(es).
This setting creates a system where the player can purchase his or her abilities with the experience earned. Level advancement can be fast or slow depending on how close the player chooses to max out the abilities per level; each level unlocking a new tier of ability development. Everything becomes available in this system, while still limited to the advancement of ability prerequisite progressions and experience gain. Moreover, the leveling process happens throughout the level, involving the player more actively than the original d20 system. Thieves born of this system can be truly unique.
The City of Thieves setting intends to create an environment where the Thief profession is an honorable profession with good intention. It turns its back on dishonorable practices such as blackmail, extortion, drug trafficking and violent crime in general.
My goal is to create an immersive setting that engages players creatively with its systems; gives them a framework of story options to give their Thief a flourishing environment to not only exist in, but to explore and interact with; and lastly a world for them to plan their looting adventures in, rather than an environment they are atypically reactive to.
Gameplay… In my experience of GMing both adults, young adults, and now children; it is difficult to get a cohesive group together in a consistent weekly time. Typically a group of more than two people will be static.
In my writing of Thieves Code one of the intentions is to set play-time limits via the gate key, which does a few things for your group. First, it focusses attention to game-play while cutting out the typical “goofing around” by younger players. Second, every session can be ended with the players returning to their lair or Guild home (or being stuck in Midgard or the Twilight Realm). Because of this cut, whoever is available the next session can get together and play, provided no loose ends, independent of the session before it. Consistent players advance faster than inconsistent ones. Consistent players tend to make the plan for the next job or mission. Lastly, it is conceivable to create a community of Thieves in this way.
GM’s for Thieves Code I like to think should be called Guild Masters.

A Brief History…
Elves were created after Humankind, and as such the entire race has a younger sibling mentality in their relationship with Humankind. They imitated humankind, picked on their older siblings with pranks, theft, etc… and followed the shadows of Humankind.
Elvenkind was created different than Humankind, however. Whereas Humankind was created to inhabit and steward Midgard, Elvenkind was created to inhabit and steward the Shadow Worlds of Midgard.
When Humankind fell, Elvenkind did so right behind them in imitation. Because of this, at the end of time, at the World’s Merge, after the Judgment of Humankind, Humankind will in turn Judge Elvenkind.
Because Humankind fell first, the consequences of their fall were more severe. Their lifespans were shortened considerably, and were isolated to the Earth, forbidden to traverse to the other Worlds that shadow Midgard.
Due to the vast nature of the Shadow Worlds, Elves were given considerably longer lifespans than Humans. As such they spread out and populated the worlds quickly, and learned how to use dimensional gates to quickly travel the spans of the Worlds.
The relationship between Humankind and Elvenkind was divided by millennia and the short lifespans of Humankind, until the Elves learned how to create more gates to Midgard. Elves discovered that most of Humankind, had forgotten its origins; and variations of what transpired were as scattered as the Human Kingdoms themselves.
Elvenkind had its own variations, though closer to what really happened; due to their own scattering amidst the Worlds.
The Elves have various divisions of thought regarding their relationship with Humankind.
Some Elves are bitter that Humankind will Judge them, and consider Elvenkind to be the superior race. These Elves are haughty and disdainful in their dealings with Humans, even abusive; and many believe that Humans should serve them. At the very least, they believe that Humans are meant to be lived off of, enslaved, or simply to be used. In the slant of their thinking, they do what they can in varying ways to disregard the World’s Merge Judgement, and have created false religions of their own to stand in its place; many of which making gods of themselves.
Other Elves take a more humble approach, embracing in varying ways, the Judgement that will eventually come. Many have served Humankind in benign ways- whether in the use of magic to help crops across entire kingdoms, or attaching themselves in service to single farms and or households. Others are as random as their fickle personalities: leaving random gifts, or performing random acts of kindness according to their talents. Most Elves refuse payment for their services, while others take payment according to their impish ways (such as a single sock, or the theft of other random items).
It is important to note at this point that humbly serving Humankind is against the very nature of nearly every Elf; especially if it is to be done in any consistent manner. Theft, spying and pranking are all still very much ingrained in the Elven sibling psyche.
When Elves began returning to Midgard, the first gates were in the North, high up in the mountains. At that time Humankind was benevolent and just trying to survive in the extremes of the environment. The Elves taught them magic, and established the first Elven Kingdoms on Midgard. (Most Elves were, and still are, against establishing Kingdoms within the World given to Humankind, therefore Elven Holds in Midgard are significantly rare; and only justifiable if the primary cause of the Hold is to the express benefit of Humankind. Which, as previously stated, goes against the nature of Elvenkind in general.) The Elven Kingdoms of the North became bastions of Magic; and it didn’t take long for the Humans of the North to develop Kingdoms of their own, abandoning their nomadic ways having been enabled by Elven magic.
Over time the purpose of the Elves became corrupted. Some of the Holds began to exploit Humankind, others became trade-points between the Shadow Worlds and Midgard; reaching all the way down to the Middle and Southern Kingdoms. Eventually Humankind turned on the Elves. The Elves hid their Kingdoms and abandoned them, virtually overnight, leaving Humans baffled (and some Human Kingdoms, cursed).
Even over a thousand years later, Humans (and Elves alike) still search for these Kingdoms, hoping to find vestiges of a powerful bygone age of magic. A handful of such Kingdoms have been found in part, and are difficult to explore due to matrixes of traps, illusions, and extradimensional spaces. Nevertheless, those who manage to delve into the ruins leave, having extracted great power and previously lost magical knowledge. Many a Warlord or Sorcerer King has risen, born and learned generations later, from the stolen fruits of such expeditions.
Mankind has learned magic, but it is and has always been a closely guarded secret, practiced by a privileged few; or in the secret shadows of Kingdoms that strictly forbid its use out of rightful fear of it. Whereas Elvenkind has learned from the violent mistakes of their own history as well as observing the generations of Human history, to responsibly temper the use of magical power; Humankind has not, easily forgetting the generations that quickly died out before them and blinded by their lust for power.
It is also this lust for power and short-sightedness that many among Humankind have turned from Elves for Magic to the Infernal Powers of Darkness.
Most Elves of the current age have withdrawn from the World of Humankind; watching them from a distance; however, some of the more zealous Elves (whose families have spent generations tied to a Human house, Kingdom, farm, or other Human place) still attend to the old ways. Because the vast majority of Elven Kingdoms are city states, each with its own laws and policies; the few Elves who have decided to maintain ties with Humankind, have immigrated to Elven Kingdoms whose gates still open to Midgard. Even among these, it is now an exceedingly rare Elf who openly exposed him or herself to any Humans.
The Elven Rulers who are gradually withdrawing contact from Midgard and its Humans, are calling this movement the Age of Forgetfulness; believing that the best way to help Humankind is to stay away from them for a millennium. It is now the responsibility of any Elves that still have livelihoods rooted in Midgard to make their existences invisible to humans.

Elven Nature & Culture

There are fundamentally three races of Elves. All other perceived variations are simply cultural adaptations to a place, environment, or some ideology. Elves and Humans are physiologically created very differently. Whereas Elves are created to travel through portals between worlds, and can even live in the Twilight realm between the Worlds; Humans are rigidly created to live in Midgard, and are affected in a multitude of unpredictable ways when they travel to other worlds. The Elf, on the other hand, is a more malleable creation. Elves channel magic more easily than Humans, and are more deeply affected by it as well. An Elf can be physically altered through magic, and even pass these alterations down generations later.
That said, the races of Elves are the Liosoalfar, or Light Elves; the Svartalfar, or Black Elves; and the Dockalfar, or Dusk Elves.

The Liosoalfar
The Light Elves live in Alfheim, a vast forest world of giant trees that nest entire cities. Architecture ranges according to climate zones, and the culture developed in each of the different cities. Moreover, Light Elves are the Front Lines in the war with the Goblinoid races, and their attempts to invade the Elven Realms. As the Age Of Forgetfulness moves forward in time, these invasions become more and more prevalent.
Light Elves tend to be “simple” naturalists, and see themselves as humble because of this. Yet they tend to be the most arrogant and haughty of Elves; and their cities are anything but simple. On the other hand, Light Elves are the most whimsical of the Elves, and the most generous. Slights are taken deeply, but forgiven lightly –if asked for forgiveness.
Most Humans think of Light Elves as “the good Elves”; and for the most part its true. Of all the Elves, the Light Elves are the least secretive. You would almost never hear of any Black Elf openly (if ever at all) or directly associating with Humans, much less intermarrying them. Legends do tell of Light Elven Brides among some of the Kings and Warriors of the Middle Kingdoms during an age all but long forgotten. It was the Light Elves who, during the same age, established those first Kingdoms in the North of Midgard.
Yet, it is among the Light Elves that terrible beauty and stringent moral stance creates a high pedestal from which a desire to place a throne and rule over both Elves and Humankind. There are Light Elven aristocrats that firmly believe that Humankind should simply be wiped out, and that Midgard should be claimed to be ruled as any other world. This attitude towards man is especially prevalent among the refugees of those first Elven cities planted in Midgard.
Light Elven culture is also the most similar and familiar to that of Human culture. They share a love for most the same things, food, entertainment, etc… Humankind by comparison, however, is vastly crude in its cultural expression. Nearly every Light Elf has a love for bright Elven finery, and especially artistry. Most have a disdain for the crudeness of mundane Human artifacts; yet have a fervor for collecting creations made by the most skilled of Human masters.
Light Elves are stoic and regal, yet light hearted and child-like. The animals they associate themselves to are White or Gray Wolves and White Lions; Falcons, Hawks and Eagles; and the smaller birds such as Finches and Swifts.
Music is another cultural difference that sets the Liosoalfar apart. Every Human over the course of history has noted with intense fascination the ethereal and otherworldly sound of Elven music. Completely unable to replicate what they have heard, musicians have pined away, ruined, merely by having heard the music of the Elves. Especially that of the Liosoalfar.
Light Elven music is light, airy, whimsical; and sometimes sharp or soft with a sense of longing. Elven instruments are very often enchanted with the ability to control volume, create a sound that surrounds the listener, and even layer multiple sounds leaving them hanging in the air.
Light Elves are renowned for their beauty. They are lithe and elegant, often having harmonious appearances that can vary from white-blonde hair and blue eyes, to dark skin tones with red hair and deep brown eyes. Light Elves take deep pride in their appearance. Favorite colors tend to be thematic. Icy blues and whites, or spring greens and earthy browns or cloudy silvers, or deep oceanic blues and sky blues. They express purpose and identity in what they wear.

The Svartalfar
The Black Elves live in Svartalfheim, an expansive subterranean world of miles wide caverns and labyrinths of perilous passageways. Subterranean forests of giant mushrooms, stalagmites, and stalactites dominate the landscapes here. Bioluminous lichens and fungus, as well as a variety of crystals illuminate it with cycles that pattern daylight and night cycles. The Lichens grow in areas where there is a source of moisture as they absorb large quantities of it from the air (they are the predominating reason that things that should’ve decayed in such environments actually remain perfectly preserved); one species emits a purple glow that is prized by Black Elven city planners that incorporate them into the architecture of the buildings. In caverns where solar crystals dominate the ceiling certain species of trees also grow to dominate entire regions.
Every Black Elven city is unique; and largely impacted by the cavern it occupies. Because the threats to its citizens are very different, as well as the environments they occupy, Black Elven cities are laid out very differently than those of the Liosoalfar. Like all Elven cities, the city gates are always well guarded by walls and always within the main hold of the city. Because of this, unlike human cities, it is nearly impossible to starve out or siege an Elven city. Cities are quartered into districts, and each district ideally gets its water supply from the main city hold via viaducts. This thwarts the however unlikely event of any civil uprising. Every Elven city has unique adaptations to the environment and threats that it is exposed to.
Black Elves, more so than Light or Dusk Elves, are city goers. Yet, ironically, they prefer to live alone, reclusive amidst a large population. Black Elves are the misunderstood among the Elven Races. Because of this they are secretive, or perhaps because they are secretive they are misunderstood. Many among them are misanthropes and troglodytes because of this, or perhaps it is due to the misanthropes and troglodytes that they are so misunderstood. Humans have wrapped them up with the darker creatures of the night: bats, black cats, owls, rats, and ravens; because of their black skin and avoidance of bright daylight. And, like all other Elves, they seem to have adopted some of this into their identity.
Regardless of whichever came first, Black Elves have embraced the dark beauty of night. Beauty is always in the eye of the beholder when it comes to the Svartalfar. Black Elf aesthetics embrace what is artfully interesting and darkly thematic over any conventional sense of beauty. That which is beautiful (by “conventional” standards) is so in a dark and bewitching manner, with something sinister lurking within a shadow of innocence.
Their physiques can be gnarled and gangly or just as lithe and willowy as their surface cousins. Their hair is always chromatic in color between black and white, and usually subtly tinged with another color such as pink or violet. However, it is not unusual for a Black Elf to dye or bleach his hair in other colors. Black Elven eyes tend to be large, and eye color may or may not show up among Black Elves as the iris becomes visible in varying degrees. Sometimes eyes may be a solid white color at one extreme, while other times the iris shows completely.
Black Elven personalities tend to be enigmatic to anyone who does not understand the nocturnal world. The animals they have been wrapped up with describe them very well.
Like the Owl and Cat, they have a value for silence, stealth, and a perch from which they can live alone and look out at the world around them. As the owl, they are wise; and value hidden knowledge. As the cat, they stalk whatever their prey is, and have an intense and dark curiosity.
Like the Bat, the Svartalfar journey into the secretive deep dark, and make their homes there; isolated amongst vast family. Their aesthetic is also very bat-like; and not always pretty.
Like the Raven, Black Elves are Magpie-like in their collections of oddities. They are resourceful scavengers, and an inventive intelligence is evident in their creations; whether they are manifested in the clothes they wear, the weapons they make, or the houses they build (or adopt). The raven, bat, and black cat are also associated with dark magic; which holds a keen fascination for the Svartalfar.
The Black Elves have an inclination towards thievery. They have disdain for inequality, and a love for the underdog. They take slights very personally, and do not easily forgive. Yet they have a dark humor, and a love of mischief.
All said, most Black Elves are neither malicious nor evil. There are, however, always exceptions. Like the Light Elves, some Black Elves have the same genocidal outlook on Humankind, or enjoy the idea of making themselves into dark gods (and unfortunately, these are usually the only interface Humankind has ever had with the Svartalfar). The majority of the race, however; couldn’t be further from such views.
The majority of Black Elves are, however quiet, level headed; and truly humble creatures. Like any other Elf, they maintain an intense, yet careful, curiosity for Humankind and are subject to the same inclination to serve them. They are like the half tame wolves of ages past, living on the fringes of civilization; staring in from the borders, raiding the garbage at night, attacking intruders from the outside territories, and leaving tokens of appreciation in the form of dead pests piled up at the gates. They are the quiet robin-hood types, protecting and helping the meek and oppressed (regardless of being misunderstood by them); but disdainful and sometimes aggressive with their oppressors. Sometimes Human communities are tacitly, and respectfully aware of their presence; leaving the Black Elves quiet gifts in the night, and wise not to offend the Svartalfar, they try to harmoniously live in a mutually beneficial way. These communities are rare, however.
Communities having no exposure to, or ignorance of Elves in general; tend to respond to them the way one would expect to see as with a rat problem, or villager mobs with torches hunting wolves.
Black Elves are alien in their taste for food. They prefer meats to be raw, they love insects and the organs of animals. Light Elves and Humans alike find the Black Elven menu to be macabre; only adding to the ideas that Black Elves are malicious creatures.
Black Elven music is dark, melancholy; and often the anger that drives the more misanthropic of their kind or the savage troglodytic, works its way into the music as well. Their music, if not melancholic, or contemplatively ethereal; often reads as dark music for war, death, and destruction. Yet again, conventional aesthetics are challenged by the Black Elves; nevertheless, the music of Black Elven artists have the same eerie qualities as any Light Elven musician.
Black Elves dress in blacks, grays, and dark hues of other colors; and have individual styles that vary from rugged functionality, to dark finery. The poor among them dress in scavenged clothes that have been altered to fit them; while more privileged Black Elves are more expressive, incorporating rare and exotic materials in styles that tend to imitate the nocturnal creatures they relate to in ways that are simultaneously sinister and whimsical.

The Dockalfar
The Dusk Elves are simply the rare hybrid offspring between Light and Black Elf unions; as well as any other offspring from (the more likely) union of Dusk Elf with any other Elf. Most feel misplaced among either Black Elves or Light Elves, and have banded together forming cities of their own that can be found in either realm, but more often than not the root themselves in Alfheim.
More so than any other Elven City, Dockalfar cities are eclectic blends of both Light and Black Elven cultures; along with many unique contributions of their own. Many individual Dusk Elves decide to more fully identify with one or the other, fully embracing that side of their culture while eschewing the other. These individuals often choose to live in a City of the side embraced.

Hail To The Thief
Thieving is as synonymous to Elves as is Magic. Legend has it that Elves acquired their Magic ability by stealing it from the Infernal powers; and used it against them when they came looking for retaliation. It is for this reason that the Infernals have such a deep hatred of Elvenkind.
The Thief profession is an honorable and revered one in Elven cultures, especially among Black Elves. Every city that gates to Midgard has at least one, and sometimes as many as two guilds. Getting in is often difficult and highly competitive. It first requires a college education that details the histories of both Human and Elven races, as well as the geography, languages and cultures of Midgard; and lastly the philosophies that drive the various thieves codes that various guilds abide by. This education can be expensive, which often limits its student body to the upper echelons of Elven society. Once the education has been obtained the would-be Thief is eligible to attempt passing the City Guild’s initiation rite. If the would-be Thief fails the test, he has but one more attempt. By the time a Thief meets the stringent requirements of graduating the Thieves College, they are well prepared for this test. Less than half make it through to graduation.
Over the last few centuries, there have been many who have migrated to the few other cities whose gates still port to Midgard. Entire guilds have disbanded and redistributed due to the shift caused by The Age Of Forgetfulness.
There is a Black Elven city that has risen, rumored to be predominately populated by thieves of over a dozen guilds, looting the ruins of the old city which they have re-inhabited, and nearly all porting to Midgard to carry on the old ways. They call it Shadowstar.
The City is ruled by a Thief King; also known as the Owl King, as he is rumored to shape-shift into said form when surveying his city.
Here thieves displaced from other cities have found a new home, many forming entirely new guilds. Here anyone can gain a fundamental education of the profession, and have a chance to make it into the Guild life, if they are worth their metal. Here everyone lives by the Thieves Code. Well, almost everyone. Thieves will be thieves, and what happens outside of the city, stays outside of the city; and outside of the city it is the Guilds Codes that becomes law.
Beware the guilds that work dirty, like those among The Black Host. Their own codes are corrupt, and they have the means to get out of just about anything. Keep your haul to yourself, and the blade of your tongue in check. Anything can happen in Shadowstar.

Thieves Code

L’Velkyn Che’el
The Hidden City, The Secret City, The Lost City
Olath Elemmiire
Darkstar, Shadowstar
Che’el D’olplyen
The City Of Thieves
Our legendary city has gone by many names; and it is ancient. Founded some 2,000 years ago by Ryzlt Arabar, originally as a mine for coal and lead, as well as Solar Crystals. Ryzlt’s crew soon discovered diamonds, and adamantine deposits; and later a new magical substance which came to be called Darkstar, and Darkdust; both for its supernatural abilities to absorb and sound, but also magical energy; and later what the city came to be named after.
In typical Black Elf fashion, the coordinates of the City’s location became a secret, known only by a select few. Crews paid large fees to move into the city and make their fortunes. Ryzlt collected the fee’s and built his wealth, and his city. The first crew’s became the city elite, and had the best mining sites. Gates, 50 in all, were put up to port in building materials; and the necessities to build this wealthy city. In a few short decades Olath Elemmiire became one of the largest and most legendary Black Elven cities in history. Also one of the most closely guarded, it required a heavy sum to immigrate to the city. Population reached a climax of approximately 24,000 elves over the course of a century.
The city prospered, and just as quickly as it was erected, this great city –thought by all to have a destiny to be one of the greatest and longest lived cities of all Svartalfheim- would come to its deadly demise. One of the city’s many mines opened a vast cavern filled with a lethal gas which rapidly filled the city, killing everyone.
The gates of L’Velkyn Che’el went silent.
History tells that even by opening the gate, the gas would pour out, killing any who were close to the gate. So the gates were shut, and the coordinates to the city hidden. From the ashes of one of the worst disasters of Svartalfar history, one of the races greatest legends was born.

2,000 Years Later…

A few decades into The Age Of Forgetfulness esteemed Thieves Guilds in various cities began shutting down as the gates to Midgard were being closed. Thieves began immigrating to cities that had already established guilds in place, still unable to engage in their good livelihoods.
Over the years this displacement only continued to grow.
It is a political mystery how it is that Izzyel Hlaval, our great city’s Lord, came upon the coordinates of Olath Elemmiire; along with a tidy sum of platinum. (Some speculate that this was orchestrated between the Kings of several Elven Realms as a way to deal with the displacement of city Thieves Guilds, and to make the transition easier for the population at large. Moreover, as the war with Goblin-kind seems to be intensifying, some say that high ranking Guild members have been recruited to help these Kings in the war; and rumor is spreading that it won’t be just human cities that our gates will be leading to, but Goblin cities as well.) Izzyel made oaths with one of his city’s Keymasters, and the city’s grand-master mage, Erthrysn Auvryghym.
With the Keymaster, and Erthrysn, the three of them set to the task of leeching the gas through an open gate to Midgard. After years of protection spells, air vacuum enchantments, and thousands of portal keys to hold the gates; the city became safe to inhabit once again.
After years of secret work on the project together, they used the spoils to start a new city, re-inhabiting the old. Izzyel’s great dream to build a city of thieves; had come to its dawn.
Izzyel took half of his original Thieves guild with him to settle in L’Velkyn Che’el, along with Vornerin and Erthrysn. Contacts were made within his original city (the name of which is secret and unknown), and in turn other cities around Svartalfheim. All who would know of the city and yet live outside of it were oathbound to keep it secret. These became agents for the City, both in recruiting, and bringing in vital supplies to revitalize the ancient city.
The city started with his guild, and soon followed gradually with the displaced and disbanded thieves from other cities. Soon after that the doors opened for those who were not formally trained in the profession to try their luck at getting into the newly established Guilds or even attempt to create ones of their own. Well established and networked merchants followed under stringent secrecy agreements. But it did not take a long time before the word got out about the secret city; and it became something more than just a rumor.

The Keep
The original Guild of Guilds, and the denizens invited to immigrate to the Hidden City live in the keep. Most who live here are retirees of their respective Thieves Guilds; and have set up shop. Some were masters of their respective crafts, invited to live here by the Keymaster Vornerin, and the Grandmaster Wizard Erthrysn. All made fortunes of the left behind spoils of the former residents; and the first decades of re-vitalization were spent on the grisly task of cleaning the ruins of the dead, and repairing and polishing the old city center; as well as repairing the old gates of the city. (Of which, only 13 are operable to this day.)
A handful of the original guild started their own guilds, along with those displaced thieves brought into the city, and all began work revitalizing their chosen corners of the outer city. Gradually, thieves from other cities began to immigrate into the city either by invitation, or by investigating the rumors. Eventually the city grew to its current population of 13,000; nearly all thieving done via the operable gates to the outside world of man; Midgard.
Izzyel Hlaval declared himself King of the city, and his government was set up, laws based on basic Thieves code; and a strict law against mining. To enforce these laws, an elite force of retired thieves themselves, called The Shadow Guard; and a dweomered court which has come to be called The Eyes Of Truth.
Out of respect for the dead, and as a means to keep the city’s existence quiet, Lord Izzyel has re-named the city to Shadowstar.

Izzyel has set up a strict code of recruitment in accordance of his vision for the city. Recruits are let in from other thieves guilds still operating in other cities, also those who are looking for opportunity either unavailable to them because their city no longer opens to Midgard, and those who would choose what guild they want to join; as there are many to choose from. There are also those who come to our city who could not afford the education necessary for a guild career, and can get it here for free. You are one of these.
When you arrive, you have up to six months in the Keep to learn about the city and your new life here; as well as an intense bare-bones Thief education if you haven’t had one already. At the end of that time immigrants are moved to the Shanties in the Ash Valley district. There you will have decisions to make:
You’re probably going to want to join a guild… Each of which have distinct advantages and disadvantages for your future career; and there are 8 prominent ones I would recommend; but also several smaller ones that aspire to rise in power. Or maybe you are bold, if not foolish, enough to strike out on your own, independently.
Take your time deciding. Once you join, that’s it; and you’ll have to pass the initiation rite. The more prestigious the guild, the more difficult the rite. So don’t try until you think you’re ready: you’ll only get one shot.
Some of the smaller guilds, especially the ones in the Shanties, don’t have a home yet. They will take you in straight away, and put you on the front lines of whatever area they’re trying to settle into. This can be a death sentence or an opportunity… If you survive, and your Guild claims the District or territory, you’ll have a very high standing in the Guild early in your career.
Your guild will determine where you live. For now, the Shanties will give you some safety, however poor the living conditions are, you are free to try making your home elsewhere.

Alternative Feat: Child of The Secret City

Alternatively, you were born in The Secret City. Perhaps your mother was a thief who immigrated while she was pregnant. Or maybe your parents both came here with you, or perhaps they met here, fell in love, birthed and raised you here.
Families that form and have children in the city are moved into the Warrens. One of the parents may still do work for the guild, while the other may go into an inactive status for the purpose of child rearing; most parents become employed by one of the many shops in the Warrens.
You were one of those in the first generation to be of age to become a homegrown thief of the secret city.
Now this doesn’t mean you get your pick of the guilds, or even that you’ll get into one of your parent’s guilds. You’ll be expected to hold your own like anyone else.
What it does mean, however, is that you’ve got some connections (D4). Maybe it’s with one of the guilds, or a couple of the guards, or one or two of the shop owners. It also means that you’ve got a better start than any immigrant coming in. Instead of starting silver, you get starting gold.
It’s not much, but it’s something. Use it wisely.

Che’el D’olplyen
The City Of Thieves

Starting Out: The City Gates
These are the gates, fifty in all, but only 13 are operational. Originally used to bring in supplies to build the city, and later used to export and import goods, as any other large Black Elven city.
YOU will be using it like these others here, porting to various locations in Midgard to gather whatever needs your guild has, and whatever’s left over you get to keep. Of course you can also go in search of your own score too. You’ll be starting small. You’ll have to prove yourself of course. But after you’ve advanced far enough your guild will set you up with bigger jobs; and if you’re good you’ll set yourself up with bigger ones of your own. But listen, know your limitations; and be patient within those limits; or you will perish.
You get your gate keys from you guild, or from a broker. There are different kinds, some better than others; and the guilds get keys according to their various interests. They have ratings according to the scores you’re likely to find there: on one end of the scale you have the remote rural villages and towns; and on the other large wealthy cities. Don’t pass up the rural keys… witches and sorcerers have the best scores, and as rare as they are to find- they prefer the solitude of the countryside. It may take a long time though to come across one of these and be careful if you do find one: they would love nothing better than to capture and enslave you.
There are three types of keys.
Your first is the basic unsecured key. This will get you to the other side and you have x amount of time to get the job done. If you don’t make it back in time you’re stuck until someone else gets through- which might take a very long time. This key is dangerous also if you get captured.
The second is the Twilight Key. When your time runs out, your key dissolves, and you haven’t made it back to your gate, in other words when everything’s gone wrong; this key has a level of security to it: it shifts you into the ethereal world. This is the place between worlds through which the gates travel. Gate paths appear as a long turbid gray stretch of cloud, and leave a trail on the ground that looks like a wide path. This is the shadow world of Midgard if you’ve never seen it. You and everything becomes incorporeal but it doesn’t mean you can’t be harmed or vice versa: Chimerical entities and spirits live here. We call them Nightshades and Dreamshades. Travel to your gate when you find yourself here. And camp out discreetly. While it holds more danger than Midgard, it will keep you from being captured or trapped.
The third is a fail-safe, called an anchor key. These are the best, and if you’re stuck you’ll be sucked to your gate and taken back to right here on no effort of your own.
Each key’s value is multiplied by the hour. They will be expensive, especially if you’re not in a guild; so choose and use them wisely. Once you get bigger scores, you’ll have no problem affording the good ones.
You can get the keys in a number of ways, the best way is through your guild. Brokers are your next best bet, but don’t expect any discounts or a good selection; and lastly keys are always sharked in the city Taverns. My advice… Make friends, even from other guilds, and go in together on good keys.
Now there is plenty to do here too. Much of the ruins lay untouched since the disaster; but I warn you of the environs: they are dangerous and many creatures have made their homes here. And in some places, the dead still walk, their lives pressing in from the world beyond.
The Keep is where you go if you’ve hit the big time and you’re ready to retire. Otherwise, that’s where the Founders and The Shadow Guard live.
Speaking of retirement, you’ve got lots of options. You can start your own guild, open up a shop- whatever your craft might be, you could be a trainer in your guild, take over as Guild Master of your guild, or even join The Shadow Guard; or if you want you don’t have to do anything at all. That’s just off the top of my head, I’m sure you can think of a few yourself.
The Warrens are a common ground, and where most of the public shops are. This is where inter-guild trade happens. That’s also where you’ll get your food and water while you live in the Shanties. Beyond, and above, are the districts; many of which are claimed and registered to the various Thieves Guilds in our good city. There’s a good many unclaimed territories that are free to explore too.
Now let’s get you sworn in and registered as a citizen, and take care of whatever basics you can afford.

Laws Of The Land

City Law
The laws of the city intend to protect the thieving freedom of its residents while maintaining an atmosphere of and brotherly (or sisterly, as the case may be) comradery and sometimes competition. Individual guilds will have their own laws, but shall not deviate from the Laws of the City, but to enhance them in character with such Guild as an individual yet incorporated entity.
These Laws and Guidelines are the Thieves Code of L’Velkyn Che’el; which from now on we shall call Shadowstar:

1. Thou shalt not steal from or loot fellow thieves.
2. Thou shalt not purposely reveal fellow thieves, nor any alias’ they may be using. (A law enforced and to be obeyed outside the city.)
3. Thou shalt not identify disguised thieves. (A law enforced and to be obeyed outside the city.)
4. Thou shalt not tell others that someone is a thief. (A law enforced and to be obeyed outside the city.)
5. Thou shalt not kill fellow thieves. Moreover, thou shalt not kill non-thieves within our city unless your life is threatened or your home is being trespassed upon. Thou shalt not kill on the job unless your life is threatened. Thou shalt not kill Humans, unless your life is threatened; and then only if all possible route of escape is impossible.
6. Thou shalt offer emergency aid to fellow thieves when possible.
7. Keep secret the information about the whereabouts of accomplices (i.e. dens, hideouts, aliases, etc…).(A law enforced and to be obeyed inside and outside the city.)
8. Thou shalt not associate with Exiles of Shadowstar.
9. Unless you are a recruiter, thou shalt never speak of our city with outsiders, nor ever bring outsiders into our city.

The rest following are a code of conduct, and are matters of honor and reputation, rather than punishable by any other punitive measure.
1. Make good on promises given to other thieves.
2. Help other thieves in need, both by emotional and material support.
3. Not lose your reasoning abilities when drunk. It is not an excuse for breaking any of the codes.
4. Never gamble without being able to cover losses. (Except to non-thieves.) It is acceptable and expected to cheat (being caught cheating is not).
5. Demand an inquiry and judgment by peers to resolve disputes in the event of a conflict between oneself and other thieves, or between thieves whenever possible.
6. If necessary, participate in such inquiries if called upon.
7. Punish any offending thief who breaks the thieves code as decided by the judgment of the community.
8. Not resist carrying out the decision of punishing the offending thief who is found guilty, of violating the code.
Any found guilty of breaking this code is to be condemned and punished by their fellow thieves. All resident thieves of Shadowstar are to honor the Thieves Code at all times and in all places.
Where there is a dispute of Judgment the offending thief or thieves may be tried in the High Court of the Keep under the Eye of Truth.
Punitive measures for breaking The Thieves Code not involving a homicide will receive one warning. After one warning for non-homicides, punitive measures may be left to the offended community, exile to the Twilight Realm, or to Midgard (Returning to the city at cost of ones life.)
Homicide offenses shall be dealt with punishable by death in equal.
A word on assault. As a resident you are expected to take care of yourself. To handle offenses with grace, and to be careful of whom you offend. Most individuals are not individuals but are backed by many others. Moreover, who knows what hidden ability another may have.
If you know you are prone to drunken behavior, avoid public drunkenness. If your fellow is known of this issue, take care of him and with those around him.
These issues are to settle themselves, but should matters get so out of hand that The Enforcers become involved, the Eye of Truth will get to the bottom of such matters and individuals involved shall be punished accordingly; even if need-be the disbandment of the entire guild.
The Thieves Code is a deep matter of Honor. It is central to our being and our conduct and our way of life. It is what makes our City possible.

Upon reading, sign your immigrant name here, and receive the city brand.

Witnessed By

Dishonor among Thieves shall result in the loss of Guild points and Renown.

Life In Shadowstar

Your Name
You’ve received your immigrant name. That’s nothing. That is your new legal name, don’t forget it but don’t use it either. Come up with an Alias for now. You’ll end up using a few of them over time so be careful to track them. Eventually you’ll get your given name from your peers.
Here’s how the given name works. Your peers will eventually know you by something, be it an exploit or habit, or whatever. That’s where it’s going to start. You can deny the name if you don’t like it. You can influence a name too. You have a chance also to have the Guild vote on the name. Your Guild Master has the final say on your given name.
Starting Races
Black Elves (Svartalfar), Dark Elves (Dockalfar), and even Light Elves (Liosoalfar) are all residents in the City of Thieves. See descriptions in Races.
This game will start you off with only bare essentials, and your race doesn’t give you much either.
Darkvision 120’ -2 Strength, Constitution. +2 Dexterity, Intelligence
+2 Hide, Move Silently, Spot, Listen, and Reflex Save

Darkvision 60’
Low-light vision 60’ -1 Strength, Constitution, + 2 Dexterity
+2 Spot, Listen, and +2 to all Saves

Low-light vision 120’
-2 Strength, Constitution, +2 Dexterity, Wisdom
+2 BAB Ranged and Will Save, and +2 to Spot, Listen

Serving your Guild
SOMEONE’S got to take out the trash, light the lanterns, fill the well; and last but not least, clean the cess pit.
Your Guild will have you doing any one of these duties two days out of the week. It’s part of earning your keep; apart from getting a cut from your loot.
On the flip side, joining a Guild will give you safe housing, security, important contacts, friends, and most importantly- discounts.
The better your standing in the Guild, the better your amenities, and the less dirty work you’ve got to do.
More on Guilds later to come

The Warrens
This is the district where you sell your loot, buy your goods, make special orders, visit the fortune teller, and access the City Gates. Or just hang out outside of your Guild’s district. Make friends at the Taverns, or go to the Library (if you can afford it) to do some research, watch a performance at The Dancing Dead; and even get a job (if you’ve got the referential backing) when you need some extra cash to get your keys.
Most who have set up shop here are retired thieves themselves. That said, don’t even think of breaking in. They are better than you, they know all the tricks you’ve got up your sleeve, and know how to secure their goods with every means possible to do so.
The Magic Shops
In all there are 5 in the city, but one of them operates exclusively from The Keep by invitation only. All have a rolling inventory that changes every other week. Moreover, there is a newsletter published by each of the shops that details anticipated items to arrive for the upcoming month.
Magic Shops are extremely expensive, but offer the most valuable career aids you will find in the city. Here you can find weapons, armor, trinkets, boots, cloaks, potions, and most of all training in the use of any such objects; as well as dweomer identification services. That’s just the basic services. Each of the shops offer other special services on top of this. Each of these are large establishments with multiple master mages and craftsmen; and each establishment has ties and contracts with various Guilds.
StarFall Has special services regarding Enchantments.
The White Hydra Has special services with magical potions, poisons, and alchemy.
Bound Dragon Has special services with single use spell storage; especially in the form of tattoos.
The Flashing Page A Liosoalfar establishment with special services for Spell Book translation and creation, spell research, and training in the use of magic and the casting of spells.
Expect the highest security in these places.

Pawn Brokers
There are 14 of them in the warrens, and this is the best place to get your starting gear, or whatever miscellaneous things you need. It’s quick, it’s cheap; and you can find just about anything.
Not only that, but many of your fellows will make a quick sell if they can’t afford potentially magical items identified, and if you’ve got a good eye for magic, you might find something of that nature that the brokers missed.
And Lastly, they’ve got the autioned keys not bought up by the other Guilds. It’s a flash of gold, but if you can’t get what you’re looking for through your guild, these guys might have the score you’re looking for.

The City Library
Another high security area. It costs 10 gold per day to be here, so you won’t be here for a while. You can, however, get shorter periods of time if you give them a worthy book, especially if its from Midgard.
A fantastic place to learn skills, about Midgard, maps, history, languages and where to go for your next big score. Sometimes you might even find books on magic.
There are 3 in the Warrens, and another –master of the craft- in the Keep. In addition to this, every guild should have a smithy or two, working at their craft; if not retired masters themselves. Place your orders a couple weeks out, they have a heavy work-load.
There are 6 in the Warrens, and one (of course the best) is in the Keep. Take your finds here and have them fitted, or bring some material to have them make something… unique. All six have weavers as well, looking for special materials.
It’s worth it to sell any material you can find to these establishments. Especially anything unusual, and silks. Next to The Nimble Thimble in the Keep, I recommend The Threaded Dead.

The Shoe & Boot
This is the shoe-maker, boot-maker and repair shop. Make your orders far in advance. There is only one shop in town, and its expensive. Pay extra if you want the best of the craft.

Scribe & Print
Book making and binding services, as well as print services and scribe services.

The Salve & Serpent
The City medical center. Get healing here, salves and first aid; and treatments for disease.

The Night Light
The City Illuminators. Candle and lantern makers. Sell your wax and oil to these guys for a good rate.

Steed & Stable
Next door to The Stitchers, these guys work close together. Here’s the city stables, and where your dinner is living before its likely your dinner. If you’re in the right circumstance you can find strange beasts that you can buy and make into your pet, and ride on. I myself prefer to get along by foot.
The Stitchers
This is a Black Elven specialty magic shop, one that specializes in strange pets, familiars, constructs, and flesh-crafting. Nearly half their business is done on a custom basis. They work closely with Steed & Stable next door. This place is just as expensive as the other magic shops, but here you can have wings created (I hear they make it hard to sneak and sleep though), enhance your eyes, ears, or even get a tail. Don’t expect it to do anything for your Charisma though.

Wine & Spirits
This is the main distributer for the taverns, the Keep, and the Guilds. If you’ve got an in, they might cut you a deal. Otherwise they tend not to undercut their associations. This is where you get your booze if you’re not in a Guild that brings in spirits, and you want to take it home with you.

There are two. The Enigma is the best, and of course it’s in the Keep. It is opalescent, and the entire structure carries sound and illusion enchantments. Performances are phantasmagoric events, and if you’re an artist looking to retire into that life apart from thieving, THAT is the route to go Anyone who is anyone gets to go to that one. Don’t expect to get in anytime soon.
The second Theatre is the one we all go to, in the Warrens we’ve got The Dancing Dead. So named after the ghosts that occasionally visit our beloved entertainment center; still performing from the grave. This structure also has enchantments to sound quality. If you sing or play an instrument, you need to come to either of these two facilities: You can layer sound effects, and if you’re good, you’ll inspire the dead that still sleep here: ghostly music will accompany whatever performance you’re doing. They love nothing more than to collaborate.

Given the nature of our city, there are just as many Jewelers in our city as there are Taverns! Nine in all, the ninth, The Twilight Twinkle, is in the Keep and you’ve got to be something special to get to visit that place. Every other Jeweler is mundane compared to that place. A place to sell your scores, or to have something nice done. The Twilight Twinkle, however, is where you go –by appointment only- to sell anything you’ve found that has a special extra magic sparkle; or if you’re looking to buy something of that nature to incorporate into something you’re having done in one of the magic shops. They’ve got Star Crystals and dust there too.

The Bold Faced Lyre
One of the shops in the front of The Dancing Dead.
If you’ve got a love for instruments, here’s the place to go. They’ve got the mundane stuff up front you’d expect at any like establishment, and in the glass cases you’ll find the weird stuff. Ancient instruments that have been restored, brought in from all over the worlds.
If you’re looking for training in your musical stylings, this is also the place for you.
But that’s not all, ask to go downstairs. You’ll find that this is another magic specialty shop. Downstairs they have enchanted instruments of all kinds. Especially elven instruments capable of sound layering. They do enchantments too.

The Artificers
The upper half of the same column complex as the The Dancing Dead, is this… place. You can expect anything here, or have just about anything made here; or come here, at a fee, to craft it yourself. These guys are master artists, and they have a passion for the weird.
And they’re so good, that whatever you get here, you can take elsewhere to have it enchanted.
One of Shadowstars’ wonders is the Arcanolith; the structure of black crystal that connects the upper and lower levels of this column, between the Artificers of Shadowstar and the Dancing Dead. How it works is one of the city’s greatest of secrets; but everyone knows that it is a generator of sorts for magical energy (some even say that it is powered by the spirits of the dead who lay resting in the crypts far below this column). At the pinnacle of this structure, within the column, is the Mage-fire forge. Only just recently have the secrets been learned, and the fires of the forge rekindled. Many a great artifact had been born of this forge in ages long ago.
The Crypts
Beneath the Dancing Dead, and the streets of the Warrens, are The Crypts; a massive and sprawling network of catacombs, mausoleums, and monuments devoted to the dead that rest here. The place is huge by our long-lived Elven standards, rivaling the largest human complexes I have ever seen or heard of. One realizes how dangerous the mines must have been.
There is also an underground lake at the deep bottom level, fed by fissures in the ceiling above where our river flows; creating diaphanous curtains of water that shimmer with the city light above. An island rests in the center of this lake. It is here that Izzyel has designated to be a mass grave site for the disaster’s dead to be moved.
Pay your respects here. Honor the dead who have given us their great city. My dear friend, it pays dividends to have their blessing.

The Grottoes Bank
If your Guild doesn’t offer any kind of banking services, or if you just want services more secure than those offered by your Guild, than this place is for you. On the surface, it appears to be a fortified stone manor. Inside, however is a room that leads to a vast network of sealed chambers connected to one large cavern that plummets over a mile below the city. Mine cars are used to travel between chambers (the vaults). Each vault is opened by a single key, kept track of by the bank itself.

Snake Eyes
The Fortune Teller establishment. (Don’t let the Tavern imposters fool you!) This is where you go if you’ve got a lead on a good score, need a little extra intell, or need to know a little more about a job you’re planning.
These are the master Scriers of the City. Bring your map too. They will tell you things that will smooth out your next job. At a price, of course; but it’s well worth it when you consider the time you’ll save on your keys.

The Auction House
The largest structure next to The Dancing Dead, and the City Gates is the Auction House. This is normally the City Market. You can try to sell your scores to the open public, or maybe you’re a craftsman looking to sell your work, or the natural resources you’ve gathered from the City cavern, the River, or even from Midgard above.
Annually, the auction house earns its name when they take all the goods left behind from exiled or executed offenders; and auction the gear off to the public. It is a great opportunity to get some great gear (and the more you know about the given offender, the better your chances are to get something good). Why? Because the Enforcers make it a point not to look for potential gear enchantments; they don’t need the proceeds. For them it is an annual grim reminder to adhere to the Thieves Code… or else.
The Courtyard here, by the way, is where the Keep holds its public executions. Death cages are where some offenders die slow deaths, if condemned by their fellows for heinous crimes.

There are thirteen Taverns in the Warrens (and none in the Keep). Some are just holes in the wall places, great if you want to keep a meeting on the down-low and not be seen with an association, whatever your reasons may be. Others are large establishments where you can gamble, sleep the night off, and find other… services… provided by those looking to make a little extra on the side from doing jobs.
Tasty Teddh’s
The food here is great; and there are mundane performances here too, that are often not so great.
The Shady Lady
This place hosts certain services, but also the only place that offers scrying services at discount. Not as good as what you’ll get at Snake Eyes; but it’s a legitimate edge if you need some direction.
The Angel’s Playhouse
Not like it sounds. This is where you go when you’ve got a love in a different guild; and want to get away to some place romantic. Good food, cozy plush accommodations, ambient music, and good food too.
The Cistern
One of those holes in the wall I was telling you about. No, really. They operate from a hole in the wall in the alley between The Dancing Dead and Snake Eyes.

Pediah’s Pit
If you like to watch a good fight, and bet on it too, here’s where to go. Get in on the action too if you’re good with your fists for good money. Occasionally some have dust to settle and deadly duels are often played out here.
The Drooling Pool
Dancers work out there craft here, as do musicians. The best performances are at night, the worst are during the day. While this is primarily a Black and Dark Elven establishment, what will surprise you is what the Light Elves bring to the table here. Next to the Dancing Dead, this is the place to go.
Speedy Zeeks
Like racing? Like gambling? At the edge of town, this is the place for you. They’ll race just about anything at night. Out of the same stables complex as Steed & Stable.
The Devil’s Den
Just one of the hole’s in the wall. Next to the park where there is a hot spring people get wet in. Perhaps how it got its name.
The Understone
Cheap hole in the wall. Tastes like it too.
The Moon’s Dew
Primarily a Light Elven establishment; this is where they go to get … crazy.
The Close Shave
Need your hair done? Need a tattoo? How about a massage too? Maybe after a drink…? This place is entertaining to watch what walks out of the doors. That said, there is a basement here, and it’s a great place for inter-guild connections to take place.
Shame’s Haven
I’ve never been here. Really.

Other Establishments

The Nests District & The City School
There are two large, bridged columns in the Warrens where the living quarters for those rearing children, and those who have retired into the Warrens, is the north column. Bridged cavern structures connect it to East Ceiling District. The south-most column (with a bridge connecting it directly to The Nests), is The City School.

Some places I have not mentioned, including those that operate from the Guild districts, outer districts; and those that are new by the time you’ve read this, and those that maintain a policy to be unknown to the open public.
Many places, like people, simply come and go.

The Guilds & Districts

Amenities & Ratings
The following pages detail a list of amenities offered by the various Guilds, and a rating as to how well each of the Guilds does with respect of these amenities.
Following is a brief definition of the amenities frequently available in most guilds. Also a brief description of the scale used to rate the Guilds in these amenities.
Banking A secure place to store your treasures and moneys.
Banking at The Grottoes can be expensive. Guild-members typically go in together to occupy large, secure vaults. Guilds alone typically purchase a vault, and some Guilds have large vaults with sub-vaults built into their chambers for individual Guild-members. The Grottoes vaults vary in expense by measures of security and size.
Home and Looting: While thievery among thieves is forbidden in Shadowstar’s Thieves Code it does happen. Especially in the Shanties where many get desperate, and/or cannot afford keys to do their looting elsewhere. At a PC’s low levels, they can expect to see this during their time in The Shanties and may have to take measures to secure their haul. At Mid-levels, PC’s will probably have breathing room in the security of their Guild, and not yet having made a name for themselves. At High Levels, PC’s will have earned some amount of renown; and attract attention from certain Guilds (such as The Black Host) and individual unscrupulous Theives that know you’re bringing in decent hauls from prestigious missions; and therefore will have a higher level of security needs.
Closed Door Policy Whether or not the guild allows you to work with members of other Guilds.
Contacts How well the Guild can connect you to important people and resources.
Crafting: What, if any, resources the Guild has for crafting in the following categories.
-Arms & Armor
-Bookbinding/ Making
Discounts In Guild services, also whether or not they are contracted with other establishments.
-Guild Services
-The Warrens See Guild descriptions for the specific establishments and affiliations.
Entertainment Some Guilds place a high importance on the arts. See Guild descriptions.

Fence/Loot Share How stingy or generous a Guild is in the percentage of their take.
Rating Fence Rate Guild Cut (From loot stolen in missions)
1 30% (Pawn Rate) 25%
2 35% 20%
3 40% 15%
4 45% 10%
5 50% 5%
Food & Water This rating is a combination of provision, and the quality of that provision.
Freedom How much independent work the Guild will let you do.
Housing Combination of quality, choice, security and upkeep. Read descriptions for details.
Keys A combination of selection, availability and cost.
Rating Cost Discount Availability
1 5% 5%
2 10% 10%
3 15% 15%
4 20% 20%
5 25% 25%
Library Some Guilds have libraries, a combination of material selection and usefulness.
Medical How good are the healing services, if any, of the Guild.
Members A combination of number of members, and how well the community operates.
Scrying If any, and how effective they are.
Spirits If the Guild has a Tavern and how good is that Tavern.
Training: If the Guild offers training and in what areas. Training cuts the cost of XP spent on skill points in half.
-Crafting If the Guild offers training here, see crafting for the types of craft training available.
-Combat Make an inquiry for details in styles, weaponry, etc…
-Healing First aid on the low to basic score, and magic on the excellent end.
-Linguistics Very helpful for your ventures into Midgard.
-Magic See the Guild description for details, any Guild will boast of this.
-Midgard Lore Important for your ventures into Midgard.
-Survival Both in the Cavern wilds, the Twilight, and In Midgard.
-Total Score A quick tally of how well the Guilds have done in the above categories.
0 Non-existent to worthless
1 Very Poor
2 Poor
3 Average. Better services are to be found in the Warrens, but for the discount you can’t complain.
4 Above Average. On par with the Warrens.
5 Excellent. The Guild probably gets patronage from the Keep in this area.

Banking 3 5 0 0 2 5 0 5
Closed Door Policy Op Cl Cl Op Op Op Op Cl
Contacts 4 2 2 3 5 2 4 4
-Alchemy 4 5 5 1 5 2 4 4
-Arms & Armor 3 3 3 5 1 2 3 3
-Tailoring 4 5 1 1 0 2 3 3
-Bookbinding/ Making 2 5 5 2 0 2 3 3
-Gemcraft 3 3 2 2 1 5 2 2
-Spellcraft 3 5 5 2 1 2 4 3
-Miscellaneous/Other 3 5 3 4 0 2 2 4
-Guild Services 5 1 2 2 5 5 4 4
-The Warrens 5 1 4 2 5 3 3 5
Entertainment 5 2 3 3 3 2 0 4
Fence 1 1 1 4 3 4 3 3
Food & Water 2 3 1 3 4 2 3 4
Freedom 3 2 2 5 5 3 4 1
Housing 4 3 5 5 3 5 5 5
Keys 3 5 5 4 5 3 4 5
Library 1 5 5 4 1 4 4 4
Medical 2 3 2 2 5 3 5 4
Members 5 2 3 3 5 5 3 3
Scrying 2 5 3 4 0 2 3 4
Spirits 2 1 2 4 5 2 0 3
-Crafting 4 5 5 5 5 5 4 3
-Combat 2 2 1 5 0 0 3 3
-Healing 1 2 2 1 5 0 5 4
-Linguistics 2 5 3 4 1 5 5 4
-Magic 3 5 5 2 0 0 4 3
-Midgard Lore 4 4 3 5 1 5 5 2
-Survival 4 4 3 4 1 4 5 5
A Night Masks Total 89
B Wight Shadows Total 99
C Shadowbranch Total 86
D Skull Haven Total 89
E Ghost Owls Total 77
F Gravediggers Total 86
G The Forgotten Family Total 107
H The Black Host Total 107
The Guilds & Their Districts

Black Cats
Shanties/ Ash Valley. The Black Cats try to monopolize all keys that lead to the Graystone region; a large city in the South Kingdoms. They’ve taken it upon themselves to keep this city clean; acting as vigilantes, cleaning up whatever pests roam the streets at night (other than themselves), and living off the surplus of this city’s underworld.
The Black Host
West Ceiling District. The Black Host is quite possibly the largest guild in the city, by extension. They have associate divisions in other cities (Black Elven, Dusk Elven, and Light Elven alike) and, more importantly, groups scattered across Midgard. This guild is a malevolent political necessity, and as such are tolerated while the guild stretches the city laws on occasion. The Guild’s most active members live secretly in Midgard, carrying out the Guild’s most central purpose: the genocide of Humankind. The Black Host has few qualms in disposing with any of its opposition, and all conflicts between them and the Elves who oppose them are resolved outside of Shadowstar’s walls. It should be noted, however, that The Black Host does not lightly kill the Elves who oppose them: they do view other elves as fellows of superior race, and a pity to waste a valuable life.
Be careful with your dealings with them. They have a curse that is invisible to all except to each other; and once marked by them it is only a matter of time before you are hunted while in Midgard. The rewards are good for those who “collect” on a curse. Do not flaunt your hauls, many a theft is suspected of this guild; and few dare to accuse them.
The Black Host has hidden strongholds in Midgard, wherefrom their war-bands conduct terrorist attacks upon Humankind. Any Elves who come within range of these strongholds are watched closely, and are to be killed immediately if they discover the location of a stronghold. The Black Host also will exterminate any Holds other Elves have in the area, if discovered; as well as any discovered exiles.
The Guildmaster of The Black Host calls himself the Grim King, and his officers are known as Reapers. It is unknown where his permanent residence lies. It is rumored that The Black Host have ties with the Infernals as well.
The Black Host has ties with The Stitchers, and frequently mark the ranks of their divisions through altering their physical forms in savage ways.

Black Jacks
Shanties/ Ash Valley. The Black Jacks are a Guild of swashbucklers, gamblers, and other like flamboyant rogues. They enjoy the art of disguise, and have a delight in putting their art to the test when mingling with Humans (while conducting their business, of course).
These Guild-members are Robin-hoods at heart, and it is their deepest joy to see the redistribution of wealth.
Dead Wake
The contact headquarters of this guild are in the Shanties of Ash Valley, though it is rumored that the actual headquarters lay hidden elsewhere in the city. (The Upper West Caverns, in fact, where they are working hard to establish a peaceable relationship with the undead that also occupy this district.) The members of this Guild are Thrill-Seekers. Their specialty is their ability to procure obscure information; and long lost artifacts. It is rumored that high ranking members have the ability to speak with the dead; hence their name.
Doomed Moons
Shanties/ Ash Valley. This lowly Guild lives off the easy prey of impoverished Humans living in the country. Mostly seen as a Guild of cast-offs, those who were rejected by more respectable Guilds elsewhere; and have little to no honor as thieves.
Dusk Haven
Shanties/ Ash Valley. This Guild is exclusive to Dusk Elves. Dusk Haven takes its duty to redistribute the economic imbalances among Humankind very seriously. They are ruthless towards the greedy wealthy, and kindly generous to the impoverished. They are keen to examine the personalities of potential recruits, allowing only those who can empathize with the impoverished. They view the Shanties as their district (though would never lay claim of it as such), and tend to “own it” as such when conflicts begin to arise; and when living conditions slide further than normal they are the strongest advocates to those who live in the Shanties. Don’t expect a lot of wealth or power by joining this Guild, they are a pious bunch.
The Forgotten Family
East Ceiling District. This Guild is a mixed bunch, and one of the first in Shadowstar. East Ceiling was an easy claim, as it was largely left alone by the predators that moved into the city after the disaster. The Forgotten Family is first and foremost made up of those thieves displaced by Guilds that were shut down in other Elven Cities by the policies and laws set forth by The Age of Forgetfulness. There is a round table of Guildmasters (formerly from other Guilds in other cities) that run the Guild by way of democracy; and the Guilds central leader is rumored to be one of the right hands of the Thief King. Members of this guild enjoy a fair discount throughout the warrens.
Gem’s End
Shanties/ Ash Valley. This is a Guild primarily made up of Light Elves. Jewel thieves all, and with a sense of humor: in exchange for the trinkets they steal from the wealthy, they leave behind rough replicas (whenever possible) made with common stones; or just painted rocks (often with smiley faces on them).
Gem’s End is working hard to occupy the Upper East Caverns; a rough area that few are competing for (most Elven occupants here are competent independents who would rather take their chances with the Trolls than live in the crowded Shanties) as it will take significant resources to restore these dilapidated and abandoned homes.
Ghost Bats
Shanties/ Ash Valley. This esteemed guild is primarily made up of Black Elves, though not exclusive to such, and are currently vying for a permanent home in the houses and caverns alongside and behind Grimglitter Falls, where a colony of White Direbats currently reside (hence the guilds namesake). The Ghost Bats have temporary holds in various city outskirts, or so say the rumors. The members of this guild are Magpies, those who have a love for that which is shiny (why their intense desire to live in the abandoned district alongside Grimglitter Falls). They love trinkets… and Magic.
The Ghost Bats have begun to excel in the hunt of dark Witches and Wizards, but their bread and butter have always been population control of the malevolent creatures which dwell at the fringes of Human cities; which they harvest all manner of alchemical ingredients from.
Ghost Owls
Shanties/ Ash Valley. The Ghost Owls are primarily Light Elves, bent on the retrieval of lost magical artifacts. Though this Guild is young, they have had some astonishing success thus far, and show great promise. They are currently attempting to establish a claim to either the Ironspires and Glass Park, or to the Starshadow Forest Districts.
Lower South Caverns. In spite of being raiders of wealthy catacombs and mausoleums, they actually get their name from the district they’ve claimed.
The Guild Of Guilds
The Keep. The Guild that re-founded the City of Shadowstar, led by the Theif-King.
Night Masks
The East Hive District. The Night Masks are a more serious bunch, invested in the redistribution of wealth in metropolitan cities. They are roof-runner cat-burglars and vigilantes, often performing assassinations to rid the down-trodden of tyrants and corruption.
Affiliations: The Night Masks have affiliations with just about anyone who’s anyone in The Warrens and enjoy a good discount because of this (10%); but this is mainly due to their primary affiliation with The Dancing Dead, of which many are performers at.
Housing: East Hive is rent to own through the Guild. Once you’ve decided to lock down you can, till then you rent. There is no official Banking, except that the houses have good security measures built into them, secrets in the houses themselves (hollow walls, hidden vaults, etc… some are even yet undiscovered), and a good neighborhood watch. Beyond this you’re on your own.
Guild Fee: 100 Gold per month flat rate. Given the Fence rate and Discounts, that’s a sweet deal.
Night Owls
Shanties/Ash Valley. The Night Owls are espionage specialists and expert cartographers. They excel in procuring specific information, and have a secret network of spies planted in cities all over the North, Middle, and South Kingdoms. Their scriers are known to be among the best of all Elvenkind.
Phantom Pariahs
Shanties/Ash Valley. This Guild is shrouded with dark rumors, and is one of the most secretive in the city. Recruitment is by invitation only, and very –very- few are ever invited. Rumors say they are in league with Infernal powers, seeding self-destruction among Humankind and reaping what is left among the ashes.
It is known that they are fighting to occupy the South Ceiling District due to its difficult accessibility, which makes it a comfortable place away from prying neighbors.
Ironwood District. The Mage-Hunters of Shadowbranch are second to none in their efficiency. Their mission is to simply free Humankind of magic and the corrupt powers-that-be… and make a nice profit while doing so.
Affiliations: City Library, The White Hydra, and Salve & Serpent. The Alchemist Torinx for Shadowbranch was the apprentice of Deleexra of The White Hydra.
Housing: Purchase your home through the Guild, and add it into your Guild Fee.
Banking: You’re on your own.
Guild Fee: 50 Gold per month.
Silver Skulkers
Shanties/Ash Valley. Primarily Light Elves, the Silver Skulkers specialize in large city operations. They attempt to monopolize the keys to a given area for as long a time as possible before moving onto another area and doing the same. This way they can know as much about a city as possible to be able to identify the best scores in that area and hit them before the keys run out.
Skull Haven
The West Breach. This Guild has been one of the most important in the development of Shadowstar. They are on the front-line of the city’s security, as it is rightly suspected that the gas that annihilated the first inhabitants came from this district, and possibly had something to do with the Infernals Elves have long been at war with.
Skull Haven is a stealthy fighter’s guild as much as it is a thieves guild. In Midgard they clean the countryside and cities alike of the unwanted, keeping tabs on the regions they occupy (they get some of the first choice in keys due to their position in Shadowstar; and have hidden camps in the country), and take their “payment” from the Humans they protect as they see fit. Truly wolves at the fringe of civilization, the Humans in their regions revere them and seem to accept these “payments” from that reverence.
Stalking Bones
Shanties/Ash Valley. The Stalking Bones are similar to Skull Haven, in that their Guildmaster began the guild after splitting off from Skull Haven before that guild was fully established. The difference is the ties this guild has in Necromancy, and its intense interest in stitching. Regions of Midgard that are occupied by the Stalking Bones are revered as like with Skull Haven, but out of fear (not respect). Macabre creatures patrol the shadows of these regions, controlled by the leadership encamped there.
The Stalking Bones are based in the Shanties officially, and could care less about establishing a legitimate base of operations in Shadowstar, as there interests are in Midgard, and with the Stitchers. There unofficial headquarters (like that of The Black Host) lay hidden somewhere in Midgard.

Shanties/Ash Valley. This young guild is still establishing its methods, but its heart is to do Humankind right by the redistribution of wealth. They have their sights set on occupying either the Crystal Webs or the Stalks; and establishing themselves somewhere other than the shanties is their priority at this time. (Currently it’s looking like the Stalks will be their new home.)
Twilight Knives
Shanties/Ash Valley. The Twilight Knives have their headquarters hidden in the Twilight regions, and are at the forefront of developing methods of operation in these regions from methods of travel, and especially in the study of Dreamshades (the body parts of which they sell to The Stitchers, and make the bulk of their income from). They put all their resources in keys to monopolize the Tharr region of the Middle Kingdoms. This way they can focus their studies in a consistent manner.
Twilight Nightmare
Shanties/Ash Valley. These Light Elves monopolize the Midgard region of Shadowmarr in the North Kingdoms. They are intrigued by the Vampires that rule this region and jealous of their power. They terrorize humans whenever possible, believing to be above them in creations’ order; and do there thieving from the Vampire ruling class. It is rumored that the leadership of this Guild are vampires themselves.
While there interests are clearly in Shadowmarr, they are currently focused on occupying the Crystal Webs district; and enjoy the safety of having their headquarters in a place outside of and inaccessible from Midgard.
Unseen Servants
The Chasm District. Mostly made up of Dusk Elves, however, the Unseen Servants do not have a high standard of induction, and as such attract many who also do not have a high standard in their art. Many who had failed aspirations to become a thief in their former cities (and immigrated from city to city for new opportunities) come to this guild; and it is through their sheer numbers that they took the Chasm District from the former undead occupants.
They do try though. In Midgard, they try to do “favors” for their marks (which are usually the impoverished, and at the skill level of most in this Guild) as a justification for taking from the poor. Unfortunately these “favors” tend to be annoyances at best, and at their worst get the people into grave trouble with the ruling class.

White Wolves
Shanties/Ash Valley. The White Wolves are exclusively Light Elves only, and are currently trying to occupy Twin Moon district (if not for its namesake alone). This bunch values unpredictability in its movements in Midgard. They like to move into an area and wipe it clean of its perceived predators (especially lycanthropes) and raiding caravans and encamped armies whenever possible. They do not like city operations, and they have an elitist arrogance in their personalities.
Wight Shadows
White Island. This elitist guild of mage-thieves and mage-hunters are famous among all Elven-Kind. They have the best resources in crafting and magical research, and excel in reclaiming lost artifacts and magic items from those who have long abused them. Those who are talented and skilled enough to become members enjoy an amount of fame and prestige just as part of this Guild.
The Wight Shadows occupy White Island, a wondrous landmark in Shadowstar, also famous throughout the Elven realms.
Affiliations: The Grottoes Bank, The Artificers (Many of whom are in fact members of the Guild.)
Housing: Dorm style for new members (free), Apartments for rent or purchase, and Towers for purchase only, and only available to high ranking members of the Guild.
Banking: Your own vault in the Grottoes for free, by association.
Guild Fee: A steep 200 Gold per month. If you made it into the Guild, you’ll likely survive this.

The above outlines some details for a handful of the Guilds as a guide to how to develop the others further.
Ask your GM for a Guilds finer details (until a more complete Guild Guide is written) and or help create them with your GM.

Occupied Districts

The Keep
The Warrens
Ash Valley
Also known as “The Shanties”. Before the disaster, Ash Valley was a middle class suburb nestled into the city caverns floor, between all the districts. Fires ravaged the community, likely as a result of the disaster. (Some say someone may have been carrying a torch when they succumbed to the gas, or perhaps ovens that did not die out…)
Now materials are constantly brought in from Midgard to help build make-shift housing (clusters of rooms) in this heavily populated section of the city. Here, Guilds start and die; all vying to tame and carve out their niche in the City’s unoccupied districts; almost all consisting of new immigrants beginning their life in the Secret City.
There is no plumbing in the “houses” and no fresh water. Although theft is rare, it’s not unheard of.
East Hive
One of the easiest districts to inhabit (and therefore one of the first), East Hive is a cluster neighborhood that culminates around a large column. The upper housing levels were once reserved for the more wealthy of the district, as well as community events; now occupied by the Night Masks.

West Ceiling
This well-lit stalactite district is webbed with bridges and winding stairs. The most difficult part of colonizing this district was getting to it. The Black Host have a thing for stitching, especially their signature black wings; which gave them the edge at re-inhabiting the district and re-establishing the hang-bridges to the city below.

This district of tree houses is like a shadow of those of Star Shadow district, minus the spiders (and not as wealthy). These giant trees aren’t as large as the Star Blossoms, but they are stronger, and are a great resource to the crafting community it once held. As these trees grow, they separate the iron that the roots draw up from the ground; the iron migrates to the exterior of the tree and crystalizes into its iron bark. The arrow-shaped leaves of the tree are a celadon silver, and iron as well. Ironwood, once formed, is as strong as steel.
Ironwood objects embrace the rustic natural aesthetic. Shadowbranch Guild was one of the first to settle in the city, and took the district without resistance; however objects go missing all the time without explanation. The guild has theorized ghosts to be responsible, but have not gotten to the bottom of the issue.
East Ceiling
Similar to West Ceiling, except infested with a swarm of Darkmantles. East ceiling is also the furthest from the solar crystal clusters; and along with the ceiling-haze that collects here, it is perpetually one of the darkest districts.
The Forgotten Family, one of the many displaced and disbanded guilds of the Age of Forgetfulness, resides here; and continues to work at maintaining its claim of the district against the Darkmantles that would say otherwise.
White Island (Wight Island)
A giant stalagmite island in the Riven formed of white crystal calcite, hence its name. It was once home to the mage’s guild before the disaster, it’s white tower formed of the stalagmite’s top. Naturally, this is now home to the Guildmaster of the Wight Shadows. The center of the structure is hollowed, and a winding series of stairs leads to a complex of apartments, ornate chambers, secret rooms, halls; and, at its base, connects to The Crypts… When the Wight Shadows sought to occupy the island they were met by the restless wights, the dark spirits of the original occupants. During the recolonization, the island came to be called “Wight Island”, and consequently why the guild called itself this.

West Breach
Along the mines of the lower west cavern walls, a breach into a lower cavern was made. It is theorized that the gas came from this breach. Although not a formal district of the old city, reconstruction has taken place in an effort to transform the tunnels into a community, similar to that of the Lower South Caverns. The vast secondary chamber the breach leads to hovers distantly over a vast lake of magma estimated to be a mile below the breach. An infernal sword was discovered near the breach, leading to rumors that the city met its end by more than just a simple mining error. As a result, the breach has been sealed both magically and physically; and great care has gone into the construction of this region of the city.
Skull Haven, an old displaced guild, has fronted much of the money in its development of the area; and while there is no official mining allowed, some of the natural by-products of the local development has certainly help to pay for the expenses. This allowance is two-fold. Members of this guild are known to be very capable warriors aside from Thieves. Having the guild residing in this potential hot spot adds a level of security to the city, while also injecting a supply of the otherwise extremely rare adamantine, darkstars and darkdust. (One of the city trade agreements with Skull Haven is to keep the trade of these rare commodities within the residents of the city.)
Lower South Caverns
The initial mining etched the sides and tunneled into this part of the city’s cavern until it became unprofitable to mine this region any further. Afterward the tunnels were transformed into a labyrinth of residences, with large chambers between clustered hollows where community events were held.
One of the last places to have been effected by the gas, evidence of failed attempts to block out the gas can still be seen. On one end of the caverns openings are attempts to seal themselves from the gas; on the other end are desperate attempts to dig further into the walls to create additional sealed chambers to block out the gas.
For this morbid reason, the Gravediggers took this name when they settled into the region.
The Chasm
On the West side of the cavern is a Chasm a half mile long, 500 feet deep, and only about 50 feet wide. Spanning throughout its depths is a web of bridges between residences carved into the very cliff-facings of the rock, and scaffolding where the daring Elves of this district hang their lives. This community is literally a close-knit community; and also one of the poorest in the city, next to Ash Valley.
The Unseen Servants now occupy this district, a guild made up of formerly vagabond Thieves. At night, the district looks like a glowing wound in the cavern’s floor.

Unoccupied Districts
There are several smaller Guilds that operate out of the Shanties (Formerly Ash Valley District). These Guilds don’t have much to offer here, except maybe some of the most stubborn and experienced thieves putting everything into their respective guilds- trying to carve out a home from one of many of the following unclaimed districts.
If you’re ready to get your hands dirty and be poor for a long arduous stretch- this might just be your opportunity for a high guild position. But be ready to give everything to it, with the gamble that you might lose everything.
How to claim a territory?
It takes three phases to claim a territory.
1. Move in… and don’t die.
2. Clean the place up
3. Donate a symbolic artifact, and register at the Keep.
It’s not uncommon for two or more guilds to compete for the same District. When it is time to register for the District, and neither Guild relinquishes to the other, the Guild of Guilds may enforce a merger, or discern who has done the most at clearing the District.
Star Shadow Forest
The trees known as Shadowleaf and Starblossom have phosphorescent blue-white blossoms year round. These gargantuan trees grow quickly with wide-arcing boughs, and as they age the wood fibers strengthen and tighten over the centuries. Perfect for the large manors that have been built into them by this once wealthy community.
Just one problem for would be residents these days: Spiders. Lots of them. Giant Phase Spiders have nested here; theoretically coming from a large net of void-stone left open until the material had been rotted by time, leaving a rip behind into the Twilight.
Worse yet, Dream-Shadow monstrosities live here too.

The Stalks
This is a Giant Mushroom Forest at the base of the Upper West Caverns, and harbors the same creatures as the region above it. There is no viable housing here, as the former occupants ruins have all but disintegrated over the years that this forest has grown into its place. Currently Guilds trying to occupy the region set up encampments. Should a guild manage to tame The Stalks, they will have to completely build in the region.
Twin Moons
Twin Moons were once two pit mines subsequently abandoned and was under housing development as a district when the disaster struck. The unfinished structures have now become home to a large nest swarm of Giant Wasps.
The White Wolves are working to locate the location of the nest’s Queen, and to lead a suicide mission once located to kill her, and claim the district as their own.
Crystal Webs
Glass Park gives way on one end the Ironspires, and on the other end it plummets into a sinkhole that over a millennia ago was once occupied by a colony of colossal spiders. Here they made their nests; and long since the fine crystalline dusts that have risen from the sinkhole have fossilized the ancient webs and emptied egg sacs into calcified crystal. This process must have been in progress the ages past when the city was once occupied, and a view to see it; but at that point unsafe to explore. It still houses phase spiders, and is still quite the delicate region; however, it is at the point now, that with the help of some strengthening enchantments, it would make quite the beautiful home for a Guild’s population. Twilight Nightmare is putting all their resources into doing just that.
Grimglitter Falls
Fed from a large subterranean lake above (the cavern of which has no habitable area) which in turn is connected to a large rift to the elemental plane of water; these falls are named after the vast vertical deposits of ghost gems that blanket the cavern walls behind this towering waterfall.
Many Elves have attempted to harvest the twinkling gems (as they wink into and out of our plane and the ethereal), and have fallen to their deaths from the slippery sheer black rock surfaces they grow from. A honeycomb network of natural and Elf-made caverns weave behind the walls behind and surrounding the Grimglitter Falls. The houses of this district are built half-way into the sheer rock-face, connecting secret doors into the network of caverns behind them; the other halves of these houses jut out from the cliffs. An elaborately carved stonework maze of stairs and pathways connect these houses together and to the ground. The architecture of the district was made to accentuate and capitalize on the eventual lace-work spread of crystal growths that now frost these etched surfaces. Unfortunately the creators of this district never got to see the future fruits of their labors.
Nowadays, Grimglitter District has a very rich deposit of Ghost-gems, and is again earning its namesake. Those not knowing the nature of the gems cannot hope to harvest them. They get lost on the maze of stairs, bridges, and pathways that wind throughout the cliff-sides; unable to find their way down. Eventually they meet their dooms in the caverns behind these walls, now occupied by a colony of White Dire Bats (that when not feeding on the fish that fall from the waterfall, they get to dine on these unwitting fools); or they simply fall from the dizzying heights this region is known for. The Ghost Bats have committed to making this district their home.

Lostwater Falls
Lostwater Falls is fed from Brightlake, which is fed from Grimgletter Falls; and falls deep into what many postulate to be a rift to another plane. The shores of this region are deadly as the current of the water is very strong here; and are fenced off for this reason. This region is not a district, per se, as much as it is a large valley-like cavern that was farmed and where livestock once lived.
If Shadowstar is ever to see independence from both other Elven Cities, and from its dependence on Midgard; it will have to cultivate this region once again to have a more viable food source for its growing population. (Which, albeit, is a fraction of what this city once held.)

The Harrows
This district used to house most of the original residents of the city who first started mining the south-east end of the cavern, where between a sub-cavern opened up and became housing for the city’s elite. Now the sub-cavern’s mile-high ceiling is home to dire bats, whose guano has created a marsh region, collecting into the floors lowest regions. Ropers have moved in, throughout the region, and Will’o’Wisps wander the mines and what was once the main road into the city’s main cavern.

South Ceiling District
Haunted by Shadows in the residences and the Twilight Nightshades capable of flight.
Upper West Caverns
Another mined region transformed into residences once the mining became unprofitable. Wraiths now haunt this region.
Upper East Caverns
Like the above East Caverns, but stalked by Stone-Trolls, Ropers, and Phantom Fungi in the plane of decent leading up to the residences.

The Iron Spires & Glass Park
Beautiful and Inhospitable. At first glance anyway. It is rumored that powerful mages made their homes here, hidden beneath the vast sheets of crystal and stories high spires of Iron and Calcite.
Now it is home to Trolls and Constructs left behind, guarding the interiors.
East Tower
East Tower is rumored to have once been the home of a powerful wizard, and the houses below and surrounding it, the student housing of this once formidable Mage-College. It is now haunted by Spectres, and their leader is known by all as the Spectre of East Tower; and has all the deadly ability that –if he is who everyone suspects that he is- he had in his former life.

South Hive District
Twilight Nightshades that leak into the city tend to gravitate to this region for reasons yet unknown.

The East Breach
A Shadow Dragon is rumored to live here, and has done so since the beginning of the Cities existence. Mining here had stopped ages ago. No one knows if the creature is still alive, nor what treasures it has hoarded up in the coils of the mines that led to its discovery. Rumor also has it that a natural gate exists deep in its chamber.

Banking 4 0 3 4 5 4 0 2
Closed Door Policy Op Cl Op Op Cl Cl Op Op
Contacts 1 0 3 4 5 3 3 3
-Alchemy 3 3 3 4 5 4 1 2
-Arms & Armor 0 5 3 4 4 0 1 2
-Tailoring 0 3 3 4 4 3 1 2
-Bookbinding/ Making 4 0 2 2 4 4 1 2
-Gemcraft 0 0 3 4 0 0 1 2
-Spellcraft 4 1 2 3 4 4 0 3
-Miscellaneous/Other 4 0 0 3 2 2 1 2
-Guild Services 5 3 4 4 2 2 5 5
-The Warrens 2 0 0 3 2 2 1 2
Entertainment 0 0 3 4 0 2 2 3
Fence 1 1 4 3 3 2 1 4
Food & Water 0 2 3 4 3 3 2 3
Freedom 4 2 5 4 2 1 4 4
Housing 0 1 3 3 4 2 0 2
Keys 0 3 3 4 5 3 2 5
Library 5 2 2 3 5 4 0 4
Medical 0 3 3 3 3 2 0 4
Members 2 3 4 3 4 3 2 4
Scrying 1 2 4 3 5 4 0 4
Spirits 0 3 4 3 0 2 3 2
-Crafting 4 5 2 4 2 2 0 0
-Combat 0 5 3 3 4 0 2 3
-Healing 0 3 3 2 3 2 0 4
-Linguistics 4 2 4 3 5 4 3 3
-Magic 4 3 2 2 4 4 0 3
-Midgard Lore 5 4 3 4 5 4 3 3
-Survival 4 5 5 4 5 4 3 3
I Ghost Bats Total 61
J White Wolves Total 63
K Unseen Servants Total 86
L Silver Skulkers Total 98
M Night Owls Total 101
N Phantom Pariahs Total 74
O Doomed Moons Total 41
P Black Cats Total 86
Banking 1 0 1 0 3 3 5 0
Closed Door Policy Op Op Op Op Cl Cl Op Op
Contacts 3 3 4 2 4 1 1 1
-Alchemy 2 0 0 0 5 5 0 0
-Arms & Armor 2 0 0 0 0 0 0 5
-Tailoring 2 0 3 0 4 0 5 0
-Bookbinding/ Making 0 0 0 0 0 0 0 0
-Gemcraft 3 0 3 0 4 0 5 0
-Spellcraft 0 0 0 0 4 3 0 0
-Miscellaneous/Other 0 0 0 0 4 0 0 0
-Guild Services 4 4 4 4 5 5 4 5
-The Warrens 0 3 4 0 4 0 3 0
Entertainment 3 3 4 3 0 0 0 0
Fence 3 3 4 4 3 3 1 2
Food & Water 2 2 3 3 0 0 3 0
Freedom 4 5 5 5 2 2 2 5
Housing 0 0 0 0 0 0 2 0
Keys 3 3 4 3 4 2 4 2
Library 0 0 0 0 4 0 0 0
Medical 2 4 1 1 2 0 0 2
Members 2 3 4 3 3 3 3 2
Scrying 0 0 2 2 5 0 4 0
Spirits 2 0 3 3 0 4 0 0
-Crafting 0 0 3 0 5 5 5 5
-Combat 2 4 3 3 2 2 0 5
-Healing 2 4 0 0 0 0 0 2
-Linguistics 2 2 3 2 5 0 1 3
-Magic 0 0 0 0 4 3 0 0
-Midgard Lore 3 2 3 4 5 2 2 4
-Survival 3 4 3 5 3 3 2 5
Q Dusk Haven Total 51
R Stalking Bones Total 49
S Black Jacks Total 64
T Strays Total 47
U Dead Wake Total 86
V Twilight Nightmare Total 46
W Gem’s End Total 52
X Twilight Knives Total 48
Moving Up In The Guild

Min Level Rank Amenity Access
1-3 1 Basic housing, Bank, Security, Keys
4 2 Training, Library (if applicable)
6 3 Discounts, Scrying (if applicable)
8 4 Crafting Facilities
10 5 Contacts, Opened Door policy (if closed before)
13 6 You no longer have to give a take on your loot
16 7 Double Discount
19 8 Get Paid (Guild level in d10’s rolled per week in gold)
22 9 Get Paid Double (Double your roll in pay)
25 10 Guild Master: Free Keys, Get Paid Triple, Free Amenities

Getting Guild Points, and Moving up In Rank
To figure the cost in points to move up in Rank, every Rank is multiplied by 100. After a Rank is achieved your Guild points are set back to zero, and you begin working up to your new rank.
Starting at Rank 5 and every Rank thereafter, a test will be required to advance into that Rank.
Ranks 9 and 10 are rare positions; and not only does it require a test to get into the position, but the unique positions that they are must be available to move into.
Guild points are given for jobs done for the guild, as well as length of membership. Length of membership may only account for 10% of the total points accrued per Guild Rank; and usually manifests as a small number of points given for each game session.
Doing Jobs for the guild gains an average of 5 to 10 points (rarely more than this if the Job is an especially difficult or important one) per job.
Lastly, Guild points can also be lost if jobs are failed, abandoned, if the Mark is killed (whether or not your life was threatened); and especially if the Thieves Code is broken (regardless if the Thieves Code broken is the City’s, or Guild’s).

Guild Ranks

1. Toad:
The rank given to newly accepted members who will then be trained and will earn their way up the ladder by completing missions for the Doyens, who are the handlers of the lower ranked Thieves. Toads will only be given missions that are on par with their skill and never anything high profile.

2. Footpad:
Just above Toad, these members are able to accept missions of slightly higher value.

3. Operative:
Operatives are chosen as the eyes and ears of the Thieves Guild, they operate from the shadows, gathering information in the forms of maps and local information to help set up higher profile jobs.

4. Blackcap :
Blackcaps are skilled Thieves usually sent out on high value missions to further the goals of the Guild and themselves.

5. Prowler :
Prowlers are like operatives, but more highly skilled. As experienced Blackcaps, they have a keener sense of what information is useful; but more importantly they specialize in getting “deep” information, as well as more specific information.

6. Shadowfoot :
Shadowfoots are to be the planners and overseers of Blackcaps on mission. On high profile missions that are of great importance to the guild, an entire team of Shadowfoots might be gathered to work the job together.

6. Doyen (Lieutenant):
These are the handlers of the lower ranked Thieves, they will hand out missions and give advice to the novices. Doyens also enforce the no killing rule, should that rule be broken, and they will know if it has; a Blood Price of 1,000 must be paid before they will accept the mission as completed.

7. Master Thief :
The Master Thief is the one called for doing high profile solo jobs or jobs with a small team. She is the one that is assigned the task of stealing the crown jewels. When a Master Thief is given a job, it is up to her to plan it. Master Thieves gain the assistance of Doyens to gain whatever information is necessary for her to plan the job and ultimately carry it out.

8. Mastermind:
Masterminds are the stratagists of the Thieves guild, they work directly with the Guildmaster in furthering the advancement of the guild, their single most important duty however is to keep an eye on the politics going on in Black Marsh so they may keep the Guildmaster informed incase a change must be made.

9. Uncle/Mother:
The Uncle/Mother is someone who has proved themselves time and time again in duty, honor and loyalty to the guild and has earned the trust of both his or her Brothers and the Guildmaster.
The Uncle/Mother is always someone who has been involved with the guild for years to build up his worth and contacts, and usually is presumed to be next in line for Guildmaster, though this is not always true. On a hypothetical level, if the Father is the mastermind of the Guild behind the scenes, Uncle/Mother acts as his Hands on the forefront. It’s not uncommon that the Uncle is seen more day to day and is more of a public face; this honor is also appointed straight from the Father himself.
Treated with the utmost respect, a slight upon him is answered as if it were a slight upon the Father or Family, often dealt with severely and quickly to quell any questions of weak leadership. He also gets away with plenty, as you can imagine.

10. Guildmaster:
The Guildmaster of the Thieves, the highest rank attainable. The Guildmaster monitors the whole of the Guild and makes the decisions of how and when to move. The Guildmaster’s identity is never revealed so those of the Guild cannot make a move against him to try and grasp at notions of power. He/she will always take Alias’s and don masks when meeting with the members of the guild.
The Guildmaster is the final call on anything and everything that he wishes concerning the Guild, ignoring or handling as many things as he likes, or appointing others to various tasks. He/She also has the responsibility of his or her guild to The Guild Of Guilds; the City’s master Guild that is made up of all the registered Guildmasters in the Secret City.
Often a new Guildmaster is appointed when the former retires, and is never a public spectacle except in the rare cases of a Guildmaster’s death. Over the years there have been various levels of public visibility as Guildmaster and general ways of handling things, no two being exactly alike. They’re a bit like snowflakes. The only thing Guildmasters seem to have in common is the fact that once they are gone, they are almost never heard from or seen, again.

Creating A Guild

Guild creation rules in detail have yet to be created.
That said, prospective Guild Masters have to be at least Level 12 and capable of holding his own in a position of leadership over the rabble he recruits.
To start a guild one needs a place to be headquarters, a place to secure a treasury; and some kind of plan to advance his guild to a competitive level so that he has something to attract members into his guild.
Needless to say, this will take a core group of followers that will eventually make up the upper levels of high ranking Guild members. It will likely be in their own living quarters that starting amenities will be housed. Eventually, it will take a lot of specific looting and or coin to acquire the necessary facilities for the advancement of whatever amenities you want the guild to focus on. This comes hand in hand with find a place to house such amenities as they develop; and eventually the specific recruitment of individuals capable of providing services to guild members, including advanced training. These members will be paid well.
But the biggest expense a prospective Guild Master can expect is in the keys he must be able to provide his members.
In all, starting and building a Guild is a huge money and time hole that most do not desire. Most Guild Masters spend so much time in the details of running the guild that they haven’t any time left for doing their former livelihood. That said, Guild Masters are typically either retired Thieves, or High Level Thieves that have earned a small fortune before having been disbanded from their former Guilds and immigrating to Shadowstar.
Until a Thieves Guild has been disbanded, you are married to that Guild for your life (even expelled members are not eligible to join another Guild later). So starting your own Guild is as big a deal as joining one; and those who start one have typically had a long independent carreer.


Midgard is a large European-like world that is starkly divided by a wealthy and powerful upper class and a poor, impoverished peasant class. There will be another book devoted to exploring these realms in greater detail, as well as those of Goblinkind, Dwarvenkind, Jotunheim, secret Elven Holds; and even the Infernals that many Human Warlocks and Sorcerer Lords have turned to for power. For now, however; here is a short summary of the three basic regions of Humankind and what is necessary to create places for Thieves to explore and raid.

The Southern Kingdoms (High Middle Ages to Renaissance, French Revolution; Paris, Prague, Florence)
To the south are the merchant–class Kingdoms. The “middle” to upper classes are supported by the peasantry; who do all the farming and work in the sweat-shops for the upper class who nets all the prophets. Such industries are the printers, potteries, weavers, foundries, etc… Those who can afford to trade do so; those who cannot scrape by just to live. 20% of the population is the Merchant class. 10% of the population is of military and Royalty. The other 70% of the population is the peasantry.
Magic in the green valleys and forests of the south…
Dark renegades extract their livings and power from their community. Whether it be a dark Witch or Warlock hidden in the population with his or her respective cult, or deep in the forests; empowered by the peasants hoping to overthrow local government; or Royals involved in the cult as a means of power over their enemies and the populations they stand upon. Some of the magic users here are benevolent as well, serving their communities as healers, and sometimes as entertainers.
The Southern Kingdoms are protected from The Middle Kingdoms by Military superiority; and Trade treaties over valuable resources that the Middle Kingdoms would not have access to otherwise.
The Middle Kingdoms (Feudal Middle Ages England, London, Hamburg)
Separated from the south by mountains are the Middle Kingdoms. This region is in upheaval… The Warrior class has evolved into a Royal class, and an emerging Merchant class from the Royal class.
They brutally trample the peasant class, extracting whatever resources they can to wage war on their neighbors, and to lead their crusades into the North Kingdoms. They kill and loot in an attempt to dominate control over the North regions; leaving only once they have sucked a region dry of all its resources, and only use the dominated region as a staging area to dominate the next.
Whoever survives in the wake of a dominated region are taken as slaves.
The dark Nobles of the Middle Kingdoms are empowered by whatever magical power they can usurp from the North Kingdoms from these crusades; using it against the North, as well as their own people.

The North Kingdoms; The Dark Kingdoms (Dark to Middle Ages Sweden, Denmark, Russia)
A rugged and ancient land, once inhabited by the elves and dwarves during the age of the World-Form, and before the Age Of Silence. Powerful and hidden magic still lives hidden in this land from before the Elves left the world of men for their own worlds.
In the far north are Kingdoms of farmer peasants and a Warrior-class led by Sorcerer Kings, and Warrior Overlords. Scattered between these kingdoms are isolated barbarian tribes led by Shamans.
As often as these Kingdoms are besieged by the Middle Kingdoms; they themselves are guilty of raiding each other, the Middle Kingdoms, and especially the Southern Kingdoms; either coming down from the High North mountains that wrap down along the East Ridge, or via the Seas with their longboats.
Theirs is a hardened warrior culture, and even the lowliest peasant knows how to wield (and has access to) a sword, axe, or hammer. The peasants are like little brothers to the ruling Warrior caste that guards them: Nobody beats up the little brother but them.
The difference here, however, is that anyone that can hold their own and stands up, join the ranks of that warrior caste.

Character Creation

Black Elves (Svartalfar), Dark Elves (Dockalfar), and even Light Elves (Liosoalfar) are all residents in the City of Thieves. This game will start you off with only bare essentials, and your race doesn’t give you much either.
Darkvision 120’ -2 Strength, Constitution. +2 Dexterity, Intelligence
+2 Hide, Move Silently, Spot, Listen, and Reflex Save

Darkvision 60’
Low-light vision 60’ -1 Strength, Constitution, + 2 Dexterity
+2 Spot, Listen, and +2 to all Saves

Low-light vision 120’
-2 Strength, Constitution, +2 Dexterity, Wisdom
+2 BAB Ranged and Will Save, and +2 to Spot, Listen

Level 1
You get 1000 XP to spend at first level. Every level has a max increase amount per each of the following. Once you’ve maxed out your increases in that level, you will have to reach the next level to unlock new abilities.
You can track this using you character Leveling Sheet.
New abilities have an XP cost attached to them. This cost is multiplied by your current level.
Base Attack Bonus
Melee and Ranged, together as a package. 300XP, Limit 1 per level.

Cost for each individual save. 300XP, Limit 2 per level.

Special Abilities
Refer to the basic classes and their abilities. Some abilities build onto others (that now become effective prerequisites) as levels progress. (ie: The Rogues Backstab ability) Others do not. (ie: The Rogue’s bonus ability at level 10; not including Improved Evasion, as that falls into the category above as Evasion is its prerequisite. Lastly, some abilities, such as extra Feats will allow the PC to exceed the level max for a Feat, as it is in place of a special ability. As normal, first level, character creation Feats are just that: the very first Feats you take.
500XP, Limit 2 per level.
Always consult your GM when purchasing Special Abilities.

Hit Die
This is always a gamble; and always 1 per level.
D4 100XP
D6 250XP
D8 400XP
D10 600XP
D12 800XP

Spellcaster Level
Limit every other level, 400XP
Increases naturally every caster level gained.
You can purchase D10 (+Int or Wis bonus, whichever is higher) extra per 4 levels at the cost of 400XP.

You can purchase one proficiency per level.
Simple Weapons 50XP
Martial Weapons 200XP
Exotic Weapons 200XP
Light Armor 100XP
Medium Armor 200XP
Heavy Armor Proficiency 400XP
Shield Proficiency 200XP

“Class Skills” are decided at level 1. Pick 8 of them. You can add one to this list every three levels at 200XP each.
Skill Points cost 50XP for “class skills”, and 100XP for non-class skills. You cannot purchase more than 6 points per level total0, no more than 4 points in a single skill.
Skill Ranks:

You get your first Feat free at Level 1, and another one every three levels.
Otherwise, 300XP, and limit one every other level.

You can learn as many spells as your intelligence bonus per level. Cantrips (0 level spells) are not subject to that limitation. The cost to learn a spell is 300XP multiplied by the level of the spell, and 100XP for Cantrips.

Starting Money
1D4x100 divided by 2 in Silver. Also, unless you’ve started off with some kind of noble blooded feat or such-like, you start off with some very ratty clothes. It cost you nearly everything to get here.

Group Bonus
Thieves that regularly do jobs together become so familiar with each other’s strengths and weaknesses that they get a nifty bonus whenever they are working together. However many Thieves are on the job together that regularly work together get to have a pool equal to that number of re-rolls for failed rolls. Moreover, they get to choose who gets to re-roll for them, using their modifier or skill in place of your own (a Thief can opt to roll himself if his roll is in fact the better modifier).

New Skills
Scent Sense
You can perceive the world around you much more keenly than others, much like a bear or a dog. (Bears, Trolls, and Dogs are very adept with this ability.) Synergy bonus: For every 4 ranks of this skill, you gain a +1 to Alchemy checks.
Disguise Scent
You know the art of, and importance of disguising your scent. Those adept in this skill are able to avoid the Scent Sense of Trolls, and many other animals. Not only does it give you an edge at sneaking past them, but hunting them as well.
You are a student that has been inducted into the secrets of reforming and sculpting flesh into new forms, the re-wiring of blood and nervous systems; and even grafting sculpted parts, and the fresh body parts of other creatures. Not only this, but also in the materials and alchemical ingredients necessary so that the body accepts the adjustments and graftings.
Prerequisites: Alchemy 5 ranks, Craft: Sculpting 10 ranks
Enchant Crafted Flesh
You understand the intricate workings of the body and the spirit, and how to meld magical energies into them while their natural bonds are opened during Flesh-Crafting procedures. You know the spells to seal the work of the Flesh-Crafter, so that these bonds flow naturally once again.

Renown & Infamy

Renown and Infamy play a role in the underworld. A thief gains a level of fame for his exploits, or an embarrassing reputation by his cumulative failures. These points eventually gain up to later on modify a Thief’s Charisma modifier when dealing with individuals living in an area that would be familiar with the said Thief’s exploits.
Renown can be gained over time, but it can also be lost; and even grow into a negative score. “Epic Fails” will give a Thief double in negative points than the positive points he or she may have earned in a very successful mission.
The points chart is as follows
-18-17 (-4 Modifier to CHA related checks)
-16-15 (-3 Modifier to CHA related checks)
-14-13 (-2 Modifier to CHA related checks)
-12-11 (-1 Modifier to CHA related checks)
-10 thru 10 (No Modifier to CHA related checks)
+11-12 (
1 Modifier to CHA related checks)
13-14 (2 Modifier to CHA related checks)
15-16 (3 Modifier to CHA related checks)
17-18 (4 Modifier to CHA related checks)
This chart is not limited to the range represented. A high level Thief may have a renown of 20, and a +5 modifier for example.
Gaining and losing renown is a big deal in Thieves Code, and not taken lightly. It could be for completing an important guild mission, or even doing it so well that everyone here’s about it. Or you could lose it by botching the mission, getting someone killed; or just doing something utterly stupid, like getting stuck more than a couple times. You can also lose renown by being inactive over a long enough period of time.


You can practice your trade and make a decent living, earning about half your check result in gold pieces per week of dedicated work. You know how to use the tools of your trade, how to perform the craft’s daily tasks, how to supervise untrained helpers, and how to handle common problems. (Untrained laborers and assistants earn an average of 1 silver piece per day.)
The basic function of the Craft skill, however, is to allow you to make an item of the appropriate type. The DC depends on the complexity of the item to be created. The DC, your check results, and the price of the item determine how long it takes to make a particular item. The item’s finished price also determines the cost of raw materials.
In some cases, the fabricate spell can be used to achieve the results of a Craft check with no actual check involved. However, you must make an appropriate Craft check when using the spell to make articles requiring a high degree of craftsmanship.
A successful Craft check related to woodworking in conjunction with the casting of the ironwood spell enables you to make wooden items that have the strength of steel.
When casting the spell minor creation, you must succeed on an appropriate Craft check to make a complex item.

Materials used for crafting an item will ultimately determine the items effectiveness.
Grade A Highest Quality. +2 to Crafting Check; Cost is double the norm.
B Average Quality. No Check Modifier. Cost is the norm.
C Low Quality. -2 to Crafting Check; Cost is half the norm.
When collecting raw materials, or finding materials, Roll a d100 to determine the Grade of those materials: 1-20 is Grade C; 21-85 is Grade B; 86-00 is Grade A.
Crafting Workshops
In the Workshop:
All crafts require artisan’s tools to give the best chance of success. If improvised tools are used, the check is made with a -2 circumstance penalty. On the other hand, masterwork artisan’s tools provide a +2 circumstance bonus on the check. These are found in Class A Workshops. An average workshop, with average tools is a requirement to craft items.
To make an item using Craft (alchemy), you must have alchemical equipment and be a spellcaster. If you are working in a city, you can buy what you need as part of the raw materials cost to make the item, but alchemical equipment is difficult or impossible to come by in some places. Purchasing and maintaining an alchemist’s lab grants a +2 circumstance bonus on Craft (alchemy) checks because you have the perfect tools for the job, but it does not affect the cost of any items made using the skill.
Outside of the Workshop:
Improvised tools used outside a workshop give a -4 circumstance penalty.
Average tools used outside a workshop give a -2 circumstance penalty.
Masterwork tools used outside a workshop negate the penalty of working in improvised conditions; but do not give a bonus to making the item.
Stacking onto the tools, is the workshop itself. This comprises of lighting, workbench and chairs, places to view diagrams, protection from the elements; and the quality of such things as a forge or the amount of control allowed over the equipment used, and any assistance you may need while creating an item.
Not using a workshop means working in improvised conditions, and gives a -1 circumstance penalty.
Class A +2 circumstance
B +1 circumstance
C No Bonus. Just a place with some tools and out of the elements, it’s better than nothing.
Having an assistant that is equal to your skill level or better by 4 ranks will give you a +1 to your circumstances.
An assistant that is better by more than 4 ranks is like having an instructor; and gives you a +2 circumstance bonus.
Spellcraft Check
The creation of magic items will require several things. First the base of the item must be of masterwork quality. Second, it will require that the base item must be created with the inclusion of Star Crystals or Star Dust, and/or Dark Stars or Dark Dust, according to the effects desired.
Lastly, and most relevant to this facet of magic item creation, is the requirement that the spell relevant to the desired effects, be cast upon the item. A spellcraft check must be made against the DC of the items creation. The grade of crystals used in the item will modify this check considerably; as well as determine the ultimate amount of magical power an item may hold.
Crystal Grades
A Up to a +4 Enchantment (and/or d10); +6 to Spellcraft
B Up to a +3 Enchantment (and/or d8); +5 to Spellcraft
C Up to a +2 Enchantment (and/or d6); +4 to Spellcraft
D Up to a +1 Enchantment (and/or d4); +3 to Spellcraft
Dust Used for items that carry an area spell effect, or an effect that affects the user of the item. For any effect that affects others, a star crystal must be used.

Types of Magic Items
Atypical D&D weapon function and enchantments.
Has a basic ranged magical attack, much like magic missile, except that the energy type can be chosen at the staff’s creation. If additional Darkstars or Star Crystals are used, expect different, more focused effects. Star Crystals can focus a metamagic effect on the spells stored within a Staff. Darkstars can absorb magical energy according to its grade; and then use that magical energy to cast spells stored within it. (See Magical Substances, Star Crystals and Darkstars.)
A staff can be used metamagically as above in conjunction with spells the caster already knows; in addition, Darkstars in a staff that are charged can add to the casters mana pool depending on the grade of Darkstars within the staff.
Staves can also store multiple spells within in them (the same as atypical D&D staves do).
Wands operate in exactly the same way as Staves, except Wands cannot be used as a Melee Weapon the way that Staves can. Wands, however, are small… and easily concealed.
Spellbooks have a special place in the hearts of us Thieves. They are enigmatic books, often locked by mundane and or magical means, they have the potential for various magical traps, misdirection, and even hidden pages. From cover to page, Spellbooks are often among all that glitters. The inscriptions within, once thoroughly studied and translated can even teach you a new spell that the studious thief can add to his repertoire of tricks and weapons.
Additionally, the creative thief can use all manner magical materials, spells, and incantations to create a Spellbook of his own. Works of art, no two Spellbooks are ever the same.
Atypical D&D function and enchantments; though more varied effects can be created via the use of various magical substances available to our Thieves; and it is possible to create mundane variations through use of Alchemy.
A wide variety of magical effects can be applied to clothing and armor using Star Dust, and/or Dark Dust. The latter is particularly useful to Thieves for its properties of absorbing magical effects, dampening sound, and absorbing light.
Typically these store and radiate magical effects, no differently than clothing and armor; however, Darkstars and/or Star Crystals may be incorporated into them to add a spell absorb or metamagic element to the spell effects affixed to the object.
Typically these store and radiate magical effects, no differently than clothing and armor; however, Darkstars and/or Star Crystals may be incorporated into them to add a spell absorb or metamagic element to the spell effects affixed to the object.
An entire section will be written on Constructs; and will be tied into more information on The Stitchers.
Additional Enchantments
These run the risk of ruining the ones before it (see successes).
First a craft check must be made to modify the item in preparation to receive the additional enchantment(s). The cost will be the original cost to create the item in the first place. The DC of this check goes up by 4 points.
Second, a spellcraft check is made when placing the secondary enchantment(s). The DC of this check also goes up by 4 points.
To make a Masterwork item; you must beat your DC by 4 points when you roll to create the item.
To make a weapon or item that carries a +1 or better enchantment; you must beat the DC by the same amount of desired bonus when you make your Spellcraft roll; and by how much you beat the DC by will determine –up to the items enchantment capability- the bonus it carries.

Making A Profit
To determine how much time and money it takes to make an item, follow these steps.
1. Find the item’s price. Put the price in silver pieces (1 gp = 10 sp).
2. Find the DC from the table below.
3. Pay one-third of the item’s price for the cost of raw materials.
4. Make an appropriate Craft check representing one week’s work. If the check succeeds, multiply your check result by the DC. If the result × the DC equals the price of the item in sp, then you have completed the item. (If the result × the DC equals double or triple the price of the item in silver pieces, then you’ve completed the task in one-half or one-third of the time. Other multiples of the DC reduce the time in the same manner.) If the result × the DC doesn’t equal the price, then it represents the progress you’ve made this week. Record the result and make a new Craft check for the next week. Each week, you make more progress until your total reaches the price of the item in silver pieces.
If you fail a check by 4 or less, you make no progress this week.
If you fail by 5 or more, you ruin half the raw materials and have to pay half the original raw material cost again.

Progress by the Day
You can make checks by the day instead of by the week. In this case your progress (check result × DC) is in copper pieces instead of silver pieces.
Note: The cost you pay for the masterwork component is one-third of the given amount, just as it is for the cost in raw materials.
Repairing Items
Generally, you can repair an item by making checks against the same DC that it took to make the item in the first place. The cost of repairing an item is one-fifth of the item’s price.
When you use the Craft skill to make a particular sort of item, the DC for checks involving the creation of that item are typically as given on the following table.

Alchemy1 15
Alchemist’s fire, smokestick, or tindertwig
Alchemy1 20
Antitoxin, sunrod, tanglefoot bag, or thunderstone
Alchemy1 25
Armor or shield Armorsmithing 10 + AC bonus
Longbow or shortbow Bowmaking 12
Composite longbow or composite shortbow Bowmaking 15
Composite longbow or composite shortbow with high strength rating Bowmaking 15 + (2 × rating)
Crossbow Weaponsmithing 15
Simple melee or thrown weapon Weaponsmithing 12
Martial melee or thrown weapon Weaponsmithing 15
Exotic melee or thrown weapon Weaponsmithing 18
Mechanical trap Trapmaking Varies2
Very simple item (wooden spoon) Varies 5
Typical item (iron pot) Varies 10
High-quality item (bell) Varies 15
Complex or superior item (lock) Varies 20

Try Again
Yes, but each time you miss by 5 or more, you ruin half the raw materials and have to pay half the original raw material cost again.

You may voluntarily add +10 to the indicated DC to craft an item. This allows you to create the item more quickly (since you’ll be multiplying this higher DC by your Craft check result to determine progress). You must decide whether to increase the DC before you make each weekly or daily check.
If you have 5 ranks in a Craft skill, you get a +2 bonus on Appraise checks related to items made with that Craft skill.

The Stitchers

Need or want a full custom familiar or the ultimate pet? How about a Golem to guard the doors of your home? How about a Giant Bat to get you in and out of Human cities real quick-like? Or would you like some horns, bat wings and a pointy tail just to feed some of the Human’s view of us? (And the ability to fly cannot be under-rated!) Then The Stitchers is the place for you…

Base Types
Construct: This familiar is akin to a homunculus, but has the differences stop there. The homunculus was developed from age old tried and true methods, and there are no variations to the “recipe”. Variations to that recipe is where The Stitchers step in and where your familiar starts. The construct is sculpted according to specification by a master sculptor, all of which like to insert their own style into their creations. Base abilities are purchased, the higher the ability requires higher grade materials and alchemical modifications to make familiars capable of such ability; not to mention the complications required of the sculptor.
Constructs are of the Magical Creature subtype. Like a Homunculus, this creature requires of its master a vial of his blood. This creature is unwaveringly loyal, obedient, and loving of its master because of the entwined life force this creates. It will not want to be far from its master if it can help it at all, and will do everything in its power to be reunited with its master should it be separated, unless of course its master is in command/control of the separation to begin with. Should this Familiar die, the master takes an extra die of damage than with other familiars because of this bond.
10,000 Gold for the Base Materials and Cost.
2,000 Gold per D6 per Ability used to roll the creature up.
Limitations: Only 1D6 allowed per size category in regards to STR and CON; no more than 3D6 spent on Mental Abilities; No more than 5D6 spent over-all on any one ability.
Spell-Stitched: This Familiar is a combination of creatures and parts, and very little (if anything) is actually sculpted. A spell-stitched familiar attempts to combine the best parts of various creatures in an attempt to get the better attributes of them all together into one creature. Spell-Stitched Familiars always begin with a base creature. That’s where the stats and abilities start. Any supernatural or magical abilities, etc… a creature may have had in its former existence probably won’t be passing down as a familiar, unless that ability was based in the creatures physical form: Darkvision for example is physically in the eyes; whereas most spell-like abilities are not. Negotiate with your GM. Most Spell-Stitched Familiars try to get some cheap combination of wings, bite, claws, hands, and some amount of intelligence to it.
5,000 Gold for the Base Materials and Cost.
As a general rule of thumb it costs, as above, about 2,000 Gold per extra D6 added to the base creature’s stats. In addition to this it costs 10,000 Gold for the prepping of the base creature, plus another 2,000 per creature’s parts added into the final creation.
It should also be known that Spell-Stitched Familiars are of the undead creature sub-type. As with many Familiars the Spell-Stitched Familiar and can be fickle with their masters at times –but more-so; and unlike most Familiars even disobedient or at times have the habit of wandering off.

Flesh-Crafting For Constructs
Augmentation Ability and Cost in Gold (ie: 2K = 2,000 Gold)
Mouth: Bite (1K)
Poisonous Bite (See note) (5-25K, depending on type)
Eyes: Spot +2 (1K); +4 (5K)
Lowlight Vision 60’ (1K); 120’ (2K)
Darkvision 60’ (2K), 120’ (4K)
Wings 2K
Ears: Listen Bonus +2(1K), +4 (5K)
Hands: Claw Attack (retractable if you like), 5 digits with opposable thumb; (1K)
Climb Bonus +2 (1K), +4 (5K)
Feet/Legs: Movement Increase (5’) (5K)
Swim Bonus +2 (1K), +4 (5K)
Jump Bonus & Increase (5’) +2 (1K), +4 (5K)
Tail: Stinger (See note, as in Bite) (1-5K, depending on type)
Balance Bonus +2 (1K), +4 (5K)
Prehensile Ability (5K)
Gills (Amphibious Ability) (5K)
Human Tongue/ Speech Capable (10K)
Scales +1 AC Bonus (1K)

Other Abilities:
BAB: 5K per point
Hit Die Bonus (Familiars HP’s are half of their masters) 5K per D6
Pets and Steeds are 1K per D6 (limited to 4D6 per size category up to Medium)

Points to Allocate Cost in Gold
5 5K
10 10K
15 15K
20 20K

Special Abilities: Familiars, like miscellaneous magic items, can be enchanted as well to have special abilities similar to identical to those found on any other item. As such the cost is equal to that of having an item enchanted to carry that magical effect.

Bond Levels
Masters, through a blood ritual similar to that of a wizard and his Familiar, can bond themselves to their pets. This ritual, however, removes HP permanently from the master and gives it to the pet or steed. Thieves with a Familiar, desiring pets with similar ability are known to have a pet or two in addition to their Familiar.
HP Bond Ability Cost In Gold
5 Speak with Familiar or Pet 5K
10 Sense Link 10K
15 Telepathic Link 15K
20 Skill Link 20K
25 Spell Link 25K
30 Heal Link 30K

Notes On Poisons & Venoms
A Familiar can produce any toxin that can be found naturally in either animals or plants. To craft this ability into your familiar the creator will need either the animal that creates the venom (or at least it’s poison sac, and all the parts associated with it); or the plant.
On the most basic level this will cost 5K in gold for something mildly normal.
For something normal (natural and un-complicated) but very toxic, the price can go as high as 25K. For something as complicated as a blended poisonous effect the cost is tripled.
For any toxic effect that is plant-based it will cost an additional 2K in gold for it to be capable of reproducing the effect in a created form.
Always consult your GM and negotiate for the desired effect, if even allowable.
Lastly, as costly as this process is initially, many a Thief has harvested his familiar’s poison to use via other methods, or even to sell.

Steeds & Pets
Rules for creating these are the same as above. The difference, however, is that for steeds the Base cost for creating the creature is tripled, due to sheer size.

Flesh Crafting
So you want some horns, bat wings, or just those gills that will help you out in certain situations? What about a new set of eyes that’ll give you both low-light and darkvision… 120, sharp-spotting lenses that won’t give you that light-sensitivity issue that the one’s nature gave you do? Welcome to the Flesh Crafters of The Stitchers. It might cost you an arm and a leg to have what you need done, but consider it an investment… you’ll get them back in the end, only better.
Here’s the rub. What happens if they screw it up? It’ll cost you, typically a d6 amount of points off of an ability score, and sometimes more than that: movement, initiative, BAB, AC, HP all can be affected by a botched attempt at having something done at The Stitchers.
The skills one needs to do Flesh Crafting vary widely. The Stitchers are actually a very good establishment to get something done when it comes to Flesh Crafting; which is why they are so expensive. Having it done by someone you know who says they can do it (and maybe they can…?) is risky business. Even The Stitchers screw up once in a while (which is why you sign the waiver).
The Stitchers have a team of specialists, each with his or her own job. One is a master sculptor, producing the body part(s), preparing it, doing the literal physical stitching of the part(s), and doing the actual Flesh-Crafting skill (which is a crafting Feat in-of-itself) to re-configure the muscles and nervous system into the new appendage(s) or whatever it is you’re having done.
The other primary person in the team is the enchanter. He makes sure everything is in place, and actually carries out the completion of the work. Flesh-Crafting is a magic item creation Feat in-of –its-own as well; connecting –spiritually- the appendage to the body, and in a way that the body does not reject the new appendages. Moreover, those having something done usually want a little extra… better spotting ability, the ability to climb like a spider, or to be quicker and more nimble… These require permanent castings of spells such as Bull’s Strength, Cat’s Grace, or Spider Climb, etc… The possibilities are endless, but too many Augmentations come with terrible consequences.
More than three things done will start to eat away at your Mana, your spirits pools of energy; as you become less you, and more… thing.
Every time you go in for more after your first three, you stand a higher and higher risk for a botch. Even The Stitchers will refuse you more than having 6 things done, and that’s doing someone a favor to stretch it that far.
Lastly, adding more appendages over the firs addition (wings for example, after getting another set of arms and hands), will begin to gradually diminish your Dexterity. (By one point at first, and it doubles with every new job done that adds something that demands your mental-movement attention.
To figure the costs of jobs done, refer to constructs on the pet list, and special abilities. Construct-like jobs on an Elf will cost four times as much as for his pet; as the risks and complications are great; as is the level of skill and training involved to do it. Any magic abilities crafted into work done will cost double what it would normally cost to be enchanted into an inanimate object. The use of said ability will still draw mana from your pool.
One’s level of skill and therefore success will determine how well you’ll benefit from the job done.

Goin’ It Alone
So you want to avoid some of the expenses of Stitching by doing it yourself, eh? Let me start by saying that you cannot do flesh-crafting on yourself, unless you enjoy self-mutilation for the sake of self-mutilation. But Pets, Familiars, and Steeds are all can-do’s.
You’ll need some skill in sculpting. A whole lot of skill; so start there.
Get your Knowledge Arcana and Spellcraft skills up there too.
Then you’ll need a couple Feats: Flesh-Crafter, and Enchant Crafted Flesh.
Then you’ll need to know the appropriate spells for whatever you’re doing, and of course the proper place, tools, and materials.
DC to sculpt (and enchant) starts at 25 for something simple (horns for instance). That DC goes up from there… Wings are a DC of 30, as are things like Teeth, and claws. Gills are a DC of 35 (while they seem simple on the surface, like eyes, they are very complicated internally.)
Abilities are a little more complicated. The DC for these start at a DC of 10 for 1D6, and it goes up by 5 per D6 added.
Enhancements are done like the spell cast onto the creature’s re-worked musculature (ie: Cat’s Grace) except the effect of the spell becomes permanent. (Note that pets, familiars, and steeds cannot be re-worked by a flesh-crafter. This process would kill the creature.)
BAB DC starts at 15 for one, and goes up by 5 for every point desired above that.
Hit Die (For pets and steeds) start at DC 15 at the first one, and goes up by one per hit die up to five; after which every hit Die requested over five will bring the DC up by 5.
Saves DC start at 20 at the 5 point allocation, and goes up by five per allocation tier (so DC of 35 for the 15 point allocation tier).
Bonding Tiers go up in like manner as Saves, starting at a DC of 20.
Special Abilities and Enchantments are done in like manner as Enchant Miscellaneous Magic Item; except the DC goes up by 5 more than what it would normally be. Enchanting the Flesh is far more complicated than enchanting inanimate objects without a life force.
All of this is of course affected by quality of tools, place, and materials; as with any crafting endeavor. All you need after all this is a little luck in making your wee monstrosities.

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Thieve's Code JohnCrockett