The 3.5 Age of Worms Handbook for DMs - Major Spoilers! - PEACH!

[DragonIceAdept]

The Age of Worms Handbook
A 3.5 DM's Handbook for running Age of Worms

Introduction

Age of Worms is probably the best Adventure Path in Dungeon Magazine. Although there's much less interest here than on the Paizo forums, I have nonetheless seen quite a bit of discussion of it. However, no module is perfect, and Age of Worms has its flaws and errors. That's why I created this handbook/reference/FAQ/discussion thread, inspired completely by Saintheart's superb Red Handbook of Doom. Whether you're looking for help handling certain character classes, want to expand the lore and fluff, rebuild NPCs and villains to be more interesting, or just cool ideas other DMs have had, we'll do our best to help.

A Living Handbook

If you've run Age of Worms (abbreviated as AOW from here on in for sanity’s sake) and have some good advice for DMs, we’d love you to share it. This thread will be the subject of regular updates, so feel free to share content, resources, maps, tips, etc. for running AOW. Really good stuff (depending on how much space I can squeeze out of a post) will then get edited back into this original handbook.

All the Worms
You will need Dungeon Magazine 124 to 135, inclusive. These are the issues that AOW was published in, and without them you don't have an adventure to run! These can be purchased here. Make sure to grab the free web enhancements as well (links in the final post), as these have extremely valuable conversion notes.

Age of Worms Overload has useful NPCs, more information on Diamond Lake, conversion notes for Eberron, Faerun, and Greyhawk, and is all-around an excellent resource. And it's free on Paizo's website!

Dragon 333 to 344 are the "Wormfood" issues, which contain additional content that can be used to enrich an AOW campaign. From advice on a home base to spells that followers of Kyuss can cast, these are a useful additional bit of content.

Dragon 276, 307, and 359 have some additional content that may be of interest late in the campaign, but are not as important as the aforementioned issues.

Elder Evils has some more Kyuss stuff, but is not part of the adventure path. The most useful stuff here is probably the Sign: Restless Dead. As AOW's Kyuss is more focused around undead than Elder Evils', you should not use Sign: Infestation. Including Sign: Restless Dead increases the difficulty of the adventure a fair bit, but if that is okay with you, you can sync up the signs as follows:

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Faint - The Champion's Belt

Moderate - The Prince of Redhand

Strong - Kings of the Rift

Overwhelming - Dawn of a New Age

Table of Contents

• Post 2: Overview of the campaign
• Post 3: Adaptation to other settings
• Post 4: The Whispering Cairn & Backdrop: Diamond Lake
• Post 5: The Three Faces of Evil
• Post 6: Encounter at Blackwall Keep
• Post 7: The Hall of Harsh Reflections
• Post 8: The Champion's Belt & Backdrop: The Free City
• Post 9: A Gathering of Winds
• Post 10: The Spire of Long Shadows
• Post 11: The Prince of Redhand & Backdrop: Alhaster
• Post 12: The Library of Last Resort
• Post 13: Kings of the Rift
• Post 14: Into the Wormcrawl Fissure
• Post 15: Dawn of a New Age
• Post 16: Other Resources, Links, and Campaign Journals

[DragonIceAdept]

Overview of the campaign, who to run it for, and common considerations and issues that arise

How many players can be run in AOW?

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AOW is balanced around four PCs. However, it is quite deadly, and it arguably works better with five or six. Smaller parties will likely run into trouble.

What levels of party can AOW be run for?

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Each module has a recommended level, as well as tips for scaling up or down. A party starting out should begin at 1st level for The Whispering Cairn.

How much reworking does AOW need?

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The Three Faces of Evil is rather notorious for being poorly done, but most of the rest of the modules are quite well-executed.

Any particular gamebreakers to watch for?

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Dread necromancers are a powerful class in this campaign. Necropolitans will be immune to many enemies' abilities. There are a TON of undead, so be advised.

Dragotha and Lashonna, as undead, are immune to almost all effects that require a Fort save, but those few that they're not immune to will shred them. Disintegrate, Glass Strike, and especially Devastate Undead are all really really nasty, and can potentially make a climactic boss go down like a chump.

Other tips?

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I personally let the monsters pick feats and spells from the same books the PCs have access to. So for example, if you let players use Spell Compendium, the Harbinger should be able to cast Avascular Mass.

[DragonIceAdept]

Fixing the fluff: adapting AOW for various D&D settings.

AOW was designed as a Greyhawk adventure. It fits very naturally there and will require almost no adjustment, all of which can be made from the Age of Worms Overload section. The Forgotten Realms requires some more, but the web enhancements largely have this covered as far as I know.

Eberron is a harder issue; so hard in fact that this section is going to be mostly Eberron! Even though Keith Baker had absolutely amazing conversion notes, some inherent Greyhawkisms endured.

Running AOW in Eberron
Many, many thanks to the Eberron discord server!

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I will assume you have made all of the recommended changes to AOW in the conversion notes and Overload. A few things slipped through the cracks, though, and deserve addressing.

All references to the Underdark should be replaced with ones to Khyber.

Cauldron was in Q'barra.

The Whispering Cairn

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The evil earth elemental is a native of Eberron who sided with the Overlords in the Age of Demons. The Seeker Lodge can be handled in several ways as Mr. Baker discussed; I am partial to the idea of it being a wing of the Aurum.

Note that a more full description of the Wind Dukes appears in the conversion notes for A Gathering of Winds.

Backdrop: Diamond Lake

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This section offers a few more issues. Many NPCs are quite high-level for Eberron. I suggest capping NPCs at level 4, unless they are truly extraordinary (such as Allustan). Balabar Smenk, as a 7th-level rogue, is as deadly as some of the best in Sharn, and Jierian Wierus is nearly as powerful as the archhierophant of Sharn.

Consider also raising the population of Diamond Lake. Eberron is a more industrialized world than the typical fantasy setting, and so populations should probably be higher. I'd recommend upping it to 10,230.

A few minor historical details are that Flailing Felanore should be from Droaam, and that Captain Tolliver Trask distinguished himself in the Last War.

Greysmere can work as-is, but it doesn't make sense for them to be south of the Mistmarch (which later conversion notes place as a swampy part of the King's Forest). The dwarves could instead hail from the Blackcaps to the north.

Moonmeadow and his companions should be natives of Aerenal, come to mine silver.

If you decide to lower the levels of NPCs in positions of authority, emphasize their soft power. Smenk might be no match for the party in a fight, but he has many friends and even more pawns. He can make life miserable for the PCs without ever drawing a dagger.

The Three Faces of Evil

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The grimlocks' loot shouldn't be from drow, but rather dolgaunts.

Encounter at Blackwall Keep - no additional changes needed.

The Hall of Harsh Reflections

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Chyrassk is detailed as a cleric in Sharn: City of Towers, but Zyrxog is a sorcerer. The easiest way to square this is to simply ignore SCoT, but if you would rather have the villain be a cleric, it shouldn't be difficult to rebuild him.

The Champion's Belt

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The Chisel can be incorporated into Eberron as a new secret society, but it's probably easier to make Ekaym Smallcask a benevolent member of the Aurum.

Palemon Nodor could well be a halfling instead, a healer of Jorasco. If he's not, he's certainly certified and trained by them.

Wormfood 337 suggests items of extraordinary power are for sale in the Free City. In Sharn, such items would be the province of legends, not merely available for coin. Similarly, the levels of many salespeople are far too high for mere mortals. If you want to maintain the option for the PCs to spend it all on something magnificent, consider having the seller be a member of the Chamber or the Lords of Dust, making the item available for their own inscrutable reasons.

Backdrop: The Free City

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St. Cuthbert is the Silver Flame, Heironeous is Dol Arrah, and Obad-hai is Balinor. Forwell Hog claims to worship an obscure saint of the Silver Flame.

I would personally suggest discarding much of this, only using the elements you like, and referring to Sharn: City of Towers for plentiful adventure hooks and shops. Nonetheless, there's good stuff here. In particular check out Forwell Hog, who would work splendidly in Eberron.

A Gathering of Winds

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As Ilthane follows Dragotha out of fear of death, she should flee upon being reduced to half health, and surrender if reduced to one-quarter. She bitterly agrees to share all that she knows of the Age of Worms if the PCs spare her life. If that isn't enough incentive, she offers them the location of her lair. She consents to a Zone of Truth to verify her statements, and is honest and forthright to try to ensure the PCs honor their deal. Note, however, that she does not know Dragotha serves Kyuss-Katashka, only that he was once a mighty member of the Chamber and now a dracolich.

If you have Dragons of Eberron, I would recommend making her a Master of the Hoard.

The War of Law and Chaos in Eberron, according to Keith, was a part of the Age of Demons. If you'd prefer, you can change all effects keyed to alignment from Lawful to Good and Chaotic to Evil to better represent the allies of the couatls.

The Spire of Long Shadows

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Manzorian's business should be in Argonnessen, not Arcadia. It's unlikely he'd go plane-trotting, but visiting his home is very plausible.

Bronnok Holdstone could be a dwarf of the Mror Holds who's found the last ruins of Clan Noldrun.

If you are okay juggling the timelines a little, consider having Kyuss come over on Lhazaar's ship to Khorvaire. This places his rise 1500 years before the assumed timeline, but makes him a companion of Malleon the Reaver.

If you decide to replace the archons and eladrin with couatls, make them a couatl sorcerer 3 and two sorcerer 1 couatls. Consider sprucing them up with some feats and spells from Serpent Kingdoms. If you use Expanded Psionics Handbook make sure to use the psionic couatl.

The Prince of Redhand

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B'kruss should be rebuilt as a warblade, as he is a mighty warrior of Dhakaan. Additionally, consider having him favor the spiked chain, an iconic Dhakaani weapon. He and V'juss could easily be LN, the most common alignment of the Dhakaani, without changing their arrogant demeanor. Khorvaire is, after all, their rightful land from their perspective.

In Eberron, it doesn't make sense for all four of Ilthane's children to share their mother's alignment. I would suggest making one neutral evil, one lawful good, one neutral, and one chaotic neutral. They will honor their deal, but will try to negotiate the best possible one beforehand.

Backdrop: Alhaster

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References to the Free Lords should be replaced with the Princes of the Principalities.

4,700 is a small population for a city in Eberron. I would suggest raising it to 47,000.

The Library of Last Resort

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If you include the history of Dragotha as part of Balakarde's notes (see below), it will need to be altered to fit Eberron better.

In Eberron, Dragotha was once a shining member of the Chamber, a noble soul devoted to working good in the world. But over the years his cynicism and bitterness grew, and as old age creeped up on him, he came to see himself as essential to preventing the freedom of Tiamat. He knew that if he died, all his work would be for naught. In secret, he reached out to Mazyralyx for a path to immortality, and Mazyralyx readily agreed in return for Dragotha performing some complex rituals.

To his horror, these rituals led to the release of Kyuss-Katashka. Dragotha finally realized how far he'd fallen and tried to destroy Kyuss-Katashka, but was defeated himself. To honor the letter of his agreement, Kyuss-Katashka transformed Dragotha into a dracolich--but broke the spirit of the agreement and bound him almost entirely to his will. Now Dragotha lives not to bind the Overlords, but to free them.

There is still a spark of light buried deep in Dragotha's soul, but it can do nothing but watch in horror. Dragotha is a servant of evil now, and even if freed from servitude, would remain a selfish monster. A free Dragotha would turn against Kyuss-Katashka and the fiends but would still be evil to the core. The only true redemption to be found for him now is to finally rest.

Kings of the Rift

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The ward over the city should infuse a hatred of all things fiendish and undead, not all things draconic.

The Citadel of Weeping Dragons should be renamed to be the Citadel of Weeping Demons, or perhaps even the Citadel of Exultant Dragons--Dragotha is very much an anomaly among his people.

References to Erythnul should be replaced with the Shadow as usual.

All the giants and humanoids of Kongen-Thulnir being evil is highly anomalous in Eberron. You should give them the full spectrum of alignment. Similarly, replace some of the chromatic dragons with metallics--Brazzemal the Burning would make a fine gold dragon, for example, and the varying dead dragons should include metallics.

Necrozyte is a wyrm tainted by the touch of Khyber. She has no personal connection to Tiamat but secretly has joined the Talons of Tiamat, and has consequently gained fiendish traits.

The dragons of Eberron, being civilized people not merely monsters to be slain, should always be encountered at full HP and be equipped with Wands of Lesser Vigor to heal up between fights. Alternatively, they could utilize Dragons of Eberron's Sovereign Archetypes and gain access to cleric spells.

Into the Wormcrawl Fissure

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Appealing to Dragotha's history as a Chamber hero who still has good in him earns a look of anguish and pain from the dracolich--as he knows deep down that he has betrayed everything he once stood for, award the PCs a +10 modifier on their Diplomacy check to convince him to join them. He will not betray them, assuming they hold up their side of the deal, but he still cannot attack Kyuss directly without Wish or Miracle.

If you're feeling mean, consider making Dragotha a loredrake.

Dawn of a New Age

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Remember that in Eberron, Kyuss is not actually a god - he is a vessel for the godlike power of Katashka. A full release of Katashka would be divine rank 7, but Kyuss-Katashka is only divine rank 1.

Make sure to give him the domains of Deathbound and Undeath in place of Destruction and Evil, as these are the domains listed for Katashka in Dragon 337. Consider changing him to be a wizard 8 instead of a sorcerer 8, in line with that source as well. You shouldn't increase his divine rank to 7, as that would make this battle far too difficult (and in any case doesn't fit with the lore).

Lashonna should be a Lightkeeper--she was once a hero, after all.

[DragonIceAdept]

Part One: The Whispering Cairn & Backdrop: Diamond Lake

The Whispering Cairn can be used largely out-of-the-box, though some encounters may be made more interesting with a bit of rebuilding. Changing Filge to a dread necromancer and increasing his level to 4 would significantly increase his survivability, and give him some powers the PCs might not be familiar with. See below for such stats. Kullen could work well as a warblade, though his fellow gangsters can likely stay as-is.

Make sure to let the PCs pace themselves. At low levels, attrition is a deadly threat.

Note that if the party uses the Wand of Shatter against the wind warriors, they take 3d6 damage, according to James Jacobs.

Merovinn Bask is very dangerous at this level. Hopefully the party won't fight Kullen's gang, but if they do, you should make it clear to them that the wizard is a threat.

Diamond Lake is a brutal town, where life is cheap and greed is omnipresent. There's plenty of trouble for the party to get into.

Note that Balabar Smenk's alignment is listed as CN, but in Overload he is called "an evil criminal". I personally made him CE.

Tilgast's alignment is listed as NG in Overload but N in Backdrop. Choose which fits better; I prefer him being N to emphasize that none of the mine managers are good people.

Filge's alignment is listed as CE in Backdrop but NE in Whispering Cairn. Choose which fits better.

Jierian Wierus's alignment is listed as LG in Overload but LN in Backdrop. Choose which fits better.

Make sure to play up Allustan as the smartest man in town, so the PCs will have a reason to seek him out and thus share their findings.

Filge and what to do with him

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Filge is an interesting moral question for the PCs, as he surrenders. The PCs can deal with him as they see fit, but one of his most intriguing statements is that he wants to go with them to explore the Ebon Triad's lair. The Whispering Cairn says he will betray them in The Three Faces of Evil and that that issue will have information on this, but it was never included (one of many TFoE problems).

I personally find it more compelling for him to never betray the party unless the party gives him a very good reason to. He's an evil man but he's practical, and working with the party offers many opportunities for them to grossed out by his necromantic antics (animating fallen foes, looting for "parts", general skullduggery). Furthermore, over the course of the adventure, you can play up his role as an "undead expert" by growing him into a sage, a reliable voice on the spawn of Kyuss who nonetheless is wicked and selfish.

Dread Necromancer Filge (thanks Arcanist!)

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Filge, Deranged Necromancer

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Medium Humanoid
Size/Type: Medium Humanoid
Hit Dice: 4d6+4 (19 hp)
Initiative: +6
Speed: 30 ft. (6 squares)
Armor Class: 17 (Dex +2, Armor +4, Natural +1), touch 12, flat-footed 15
Base Attack/Grapple: +2/+0
Attack: Dagger +0 melee (1d4), Charnel Touch +0 melee (1d8+1 negative energy), or Ranged attack +4
Space/Reach: 5 ft./5 ft
Special Attacks: Spells, Rebuke Undead, Negative Energy Burst 1/day
Special Qualities: Advanced Learning (Kelgore’s Grave Mist), DR 2, Mental Bastion (+2 to saving throws against Sleep, Stunning, Paralysis, Poison, or Disease),
Saves: Fort +2, Ref +3, Will +4
Abilities: Str 8, Dex 14, Con 13, Int 12, Wis 10, Cha 16
Skills: Concentration +6, Knowledge (Arcana) +7, Knowledge (Religion) +7, Spellcraft +8
Feats: Tomb-Tainted Soul^LM, Improved Initiative^b, Brew Potion, Spell Focus: Necromancy
Environment: Any
Combat Gear: syringe of potion of false life, syringe of potion of inflict moderate wounds, potion of inflict light wounds.
Challenge Rating: 4
Treasure: None
Alignment: Neutral evil
Advancement: None
Level Adjustment: —
Possessions: Combat gear, chain shirt, Dagger, amulet of natural armor +1 (bird skull on a leather thong), master key that opens all the locks in the observatory.

Combat
Filge begins by taking a free action to order his undead brutes to escape from their tank and defend him. He moves 30ft away from the party towards the nearest tank and has his Skeleton (Gertia Land) stand between him and the PCs. Then, as a standard action, Filge casts Kelgore’s grave mist, targeting as much of the party as possible.

On his next turn, he consumes his syringe of potion of false life, moving away as possible, and continues to hide behind his undead bulwark.

Throughout the rest of the encounter Filge makes use of a combination of his undead guards and the ray of enfeeblement, additional castings of Kelgore’s grave mist, and if enemies get too close to him while he is near his undead, he makes use of his Negative Energy Burst to heal them up as well as inflict a little damage. Filge is unafraid to make use of his own Charnel Touch to not only heal himself, but also his undead minions who might have been damaged. This pattern continues until either Filge runs out of spells, Filge dies, the party retreats, or Filge is forced to surrender. When Filge is about to run out of spells he attempts to parley the players into surrendering.

Dread Necromancer Spells Known (CL 4)
1st (7/day)— bane (DC 14), bestow wound (DC 14), cause fear (DC 15), chill touch (DC 15), detect magic, detect undead, doom (DC 15), hide from undead, inflict light wounds (DC 15), ray of enfeeblement, summon undead I, undetectable alignment
2nd (4/day)— blindness/deafness (DC 16), command undead (DC 16), darkness, death knell (DC 16), false life, gentle repose, ghoul touch (DC 16), inflict moderate wounds (DC 16), scare (DC 16), spectral hand, summon swarm, summon undead II, Kelgore’s grave mist

[DragonIceAdept]

Part Two: The Three Faces of Evil

This is by far the worst module in the adventure path, with numerous copyediting errors as well as basic problems in the adventure design. As I am not a great adventure designer myself, I will point to some of the good threads about this.

TFoE general advice

TFoE fan-errata

If the PCs didn't make contact with Allustan last adventure, you may want to replace him with Filge in this adventure. As a necromancy-expert and already involved, he has an interest in seeing the truth found out.

Feel free to replace the Rope of Climbing in the Caves of Erythnul with a Rod of Ropes (Complete Scoundrel). I personally find that item much more fun.

I think it would be quite fitting to reduce the Faceless One by one wizard level, and give him the Vecna-Blooded template (Monster Manual V). If you prefer, have it be the permanent type (always-on DR 5/magic instead of temporary DR 10/--).

Kalamanthis was detailed partially in Dragon 334, but never received a full writeup despite one being promised in Overload. An excellent one can be found here.

Introducing Balabar Smenk

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Smenk is a paragon of corruption, but he's merely a horrible criminal, not a cultist bent on apocalypse. I like having the adventure start with the PCs arrested for something (if they fought Kullen's gang, for assault; if they killed Filge, for murder; if they didn't, for breaking and entering--something they did that they can justify but the law won't care). Then I have Smenk show up smugly, pay their bail, and offer to have charges dropped if they investigate Dourstone's mine for him.

Then, at the end of the adventure, when they find evidence of his involvement, he pulls a similar trick. He invites them to his manor to talk, and offers them a deal--he'll make sure Dourstone spends decades in hard labor, entirely out of their hair, if the PCs promise to forget all about his little lapse in judgment.

[DragonIceAdept]

Part Three: Encounter at Blackwall Keep

Given that Marzena is described as a "battle mage", I am inclined to restat her as a warmage. Alternative, you could make her a Battle Sorcerer or Stalwart Sorcerer.

Kotabas could be rebuilt as a blackscale lizardfolk (MM3) barbarian 2, and Shukak to a blackscale lizardfolk fighter 5, to emphasize how Ilthane's experiments have changed them. They literally tower over other lizardfolk now.

This adventure is quite combat-heavy, and some parties will definitely want to parley with the lizardfolk. If your party is of this stripe, consider determining which groups of lizardfolk support the shaman and which the king ahead of time.

Many people have recommended having one of Ilthane's children be in the area, showing up when the egg is destroyed or stolen. If you decide to do this (I'd recommend a juvenile black dragon, perhaps with one of Ilthane's "enhancements"), the kid should flee at half hit points.

It's possible the PCs won't attack the dragon egg, but will instead take it or simply ignore it. If they take it, feel free to have the worms hatch when they're sleeping. If they ignore it, later (several weeks, perhaps?) all the lizardfolk eggs are corrupted into undead, and the tribe is horrified.

Parley with Shukak

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Shukak's backstory is a sad one, and sympathetic parties might try to talk with him. As written, he attacks immediately; if the party asks to talk, you can choose how he responds. I would personally suggest that he usually start at hostile, but if the party have killed no lizardfolk so far (either in the siege or in the warren), he is merely unfriendly. In the latter case, he demands to know what brings them to his tribe, and why he should bother to listen to them.

If the party listens to him, he rages about the hypocritical behavior of the Free City, enslaving him while calling his people savage. Assuming they act conciliatorily and show the proper respect, he will demand a minimum of 1000 gp worth of treasure per trespasser, preferring magic items. He will them grudgingly allow them to pass in peace, and if they want to hammer out some kind of agreement that will end the fighting, he is receptive. He is adamant that the humans are to blame for the dead hatchlings, but if the truth is shown about Ilthane's egg, he will turn his tribe away from her.

If the party successfully negotiates with him, he is willing to let Marzena leave but not to give over any of her gear. He sees it as his by right of conquest.

Blackscale Shukak (thanks Sir_Chivalry!)

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Shukak

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Large Monstrous Humanoid (reptilian)
Size/Type: Large Monstrous Humanoid (reptilian)
Hit Dice: 4d8+5d10+45 (90 hp)
Initiative: +6
Speed: 40 ft. (8 squares)
Armor Class: 23 (-1 size, +9 natural, +3 armor, +2 dex), touch 11, flat-footed 21
Base Attack/Grapple: +9/+20
Attack: melee large +1 returning trident +17/+14 (2d6+8/19-2Q) and claw +13 (1d6+3) and bite +13 (1d6+3) or ranged large +1 returning trident +12 (2d6+8/19-20)
Space/Reach: 10 ft./10 ft
Special Qualities: Darkvision 60 ft., hold breath, resistance to acid 20
Saves: Fort +13, Ref +7, Will +3
Abilities: Str 24, Dex 15, Con 20, Int 11, Wis 12, Cha 8
Skills: Balance +11, Intimidate +10, Jump +18, Listen +5, Sense Motive +4, Spot +5, Swim +11
Feats: Alertness, Improved Critical (trident), Improved Initiative, Improved Natural Armor, Multiattack, Weapon Focus (trident). Weapon Specialization (trident)
Environment: Any
Combat Gear: potion of cure moderate wounds
Challenge Rating: 8
Treasure: None
Alignment: Chaotic evil
Advancement: None
Level Adjustment: —
Possessions: combat gear, large +1 returning trident, amulet of natural armor +1, bracers of armor +3, pouch containing 31 cp, 35 sp; and 210 gp

Warmage Marzena

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Marzena

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Medium Humanoid (human)
Size/Type: Medium Humanoid (human)
Hit Dice: 5d6+5 (24) (currently 0)
Initiative: +6
Speed: 30 ft. (6 squares)
Armor Class: 11 (+1 dex), touch 11, flat-footed 10
Base Attack/Grapple: +2/+1
Attack: melee unarmed strike +1 (1d3-1)
Space/Reach: 5 ft./5 ft
Special Qualities: warmage edge (add Int to hit point damage of warmage spells), advanced learning (persistent blade^SC), armored mage (can cast warmage spells in light armor)
Saves: Fort +2, Ref +2, Will +4
Abilities: Str 8, Dex 13, Con 12, Int 14, Wis 10, Cha 16
Skills: Craft (alchemy) +10, Concentration +13, Intimidate +11, Knowledge (arcana) +10, Spellcraft +10
Feats: Obtain Familiar (owl named Ahiloor, but the lizardfolk have already eaten it), Improved Initiative, Shape Soulmeld (vitality belt)
Environment: Any
Combat Gear: None
Challenge Rating: 5
Treasure: None
Alignment: Neutral good
Advancement: None
Level Adjustment: —
Possessions: None

Make sure to add a chain shirt to her possessions in Shukak's throne room, and replace her +1 dagger with a +1 fauchard (Dragon Compendium) for a better whirling blade. She should also have 3 small pieces of jade (5gp each) for hail of stone. Consider replacing her cloak of resistance with a necklace bearing a chronocharm of the uncaring archmage and chronocharm of the horizon walker.

Warmage Spells Known (CL 5)
0th (6/day)—acid splash, disrupt undead, light, ray of frost
1st (7/day)— accuracy, burning hands (DC 14), chill touch (DC 14), fist of stone (DC 15), hail of stone, lesser orb of acid, lesser orb of cold, lesser orb of electricity, lesser orb of fire, lesser orb of sound, magic missile, persistent blade, shocking grasp, true strike
2nd (4/day)— blades of fire, continual flame, fire trap (DC 15), fireburst (DC 15),flaming sphere (DC 15), ice knife (DC 15), Melf's acid arrow, pyrotechnics (DC 15), scorching ray, shatter (DC 15), whirling blade

Note that blades of fire was reduced to a 1st-level spell in Spell Compendium, but it wasn't updated for Warmage there. You will have to decide if that makes sense; I believe it does. If it does, adjust its position in the spells accordingly.

[DragonIceAdept]

Part Four: The Hall of Harsh Reflections

If your table uses Expanded Psionics Handbook, make sure to alter Zyrxog to be a psionic mind flayer. Be advised that the psionic mind flayer is significantly more powerful than the MM one, so you may wish to remove a level or two of sorcerer on Zyrxog.

While the adventure states Zyrxog fights to the death, I would personally have him flee upon being reduced to one-quarter hit points. He has done decades of work, but he doesn't want to die here, so far from his elder brain. Award full experience in either case, as he will not trouble the PCs again--he's had his taste of battle and was forced to face his own mortality.

[DragonIceAdept]

Part Five: The Champion's Belt & Backdrop: The Free City

The payout for the first round is listed as 2000 gp in the table, but 1500 gp in the text. I recommend using the higher value.

Overload mentions "If the ulgurstasa fails to devour the current champion, it settles for a former champion, and gobbles up Loris Raknian with relish." No mention of this is made in The Champion's Belt proper, but I find it a very appealing concept. He would certainly not sacrifice himself, but the ulgurstasta would be only too happy to devour its foolish patron. Feel free to have him return as a favored spawn of Kyuss (Dragon 336), as Kyuss would certainly want to reward his minion... after a fashion.

If you have access to Dragon 343, Bozal Zahol should have the Wormtouched feat and cast such spells at the party.

The alkilith was updated to CR 10 in Fiendish Codex I. If you want to retain it as a CR 14 monster, consider making it a dark (Tome of Magic) phrenic (Expanded Psionics Handbook) alkilith.

[DragonIceAdept]

Part Six: A Gathering of Winds

Ilthane should have access to the spell Scintillating Scales (Spell Compendium), whether by a scroll or by advancing her an age category. This will drastically boost her survivability. Consider altering her feats as well, trading melee feats and Improved Natural Armor for metabreath ones and Entangling Exhalation. Flyby Breath (Dragonlance Campaign Setting) is very fun too. If you have Dragon Magic, replacing frightful presence with corrupting presence would be fitting. Finally, her tactics should be altered to be strafing runs with her breath weapon. Make the PCs hate and fear her.

She should have a Scale of Dragotha (Dragon 359), both to speak with her master and gain some additional useful defenses. This will prove very valuable in the campaign to come.

Overload says that Ilthane will attack the party in the Vein's central square, which could make a far more spectacular fight. Consider, however, that the town is full of relatively high-level characters, and if the PCs rally them she might quickly fall.

Consider replacing the elder black pudding with an elder spawn of Juiblex (MM5). This will be a tougher fight (CR 12 vs CR 14) but fits better with the Para-Elemental Ooze nature of Bwimb.

Moreto is lawful evil, but true ghouls are listed as always neutral evil. I recommend changing true ghouls to be always lawful evil.

Note that Moreto wants to meet with Dragotha, but is not mentioned again in the adventure. I suggest having him either at Dragotha's side, or found dead in the Tabernacle--in which case he overestimated his importance.

The conversion notes mention the goddess the Wind Dukes followed as Zostra, but this is not mentioned in the adventure proper. Consider having her name be an additional key for the True Tomb.

[DragonIceAdept]

Part Seven: The Spire of Long Shadows

If you have Fiendish Codex II, consider replacing one of the barbed devils with an assassin devil. As both are CR 11, this should not significantly alter the challenge, but it will change the fight's nature. You could also replace two of the bone devils with advanced 9HD orthons, to shut down teleportation even more.

If you have access to Dragon 343, visions should also impart knowledge of Kyuss spells. Furthermore, the Harbinger should cast Kyuss spells at the party, and vestige worms can be found amidst the knowledge worms.

The Invocation of the Worm of the Swords of Kyuss is quite dangerous if a party is unprepared or not focused around quickly striking the enemy down. Consider nerfing it if your party is less optimized.

The adventure says that fate points could be granted to the party later on in the adventure, but no further adventure discusses them. Consider giving them out to especially grand events such as destroying or allying Dragotha.

The adventure states that currently only four Kyuss Knights exist, but Balakarde's spirit was fractured by the revelation that his sister Maralee had become one years ago. As the PCs are unlikely to know how many exist, this will probably not be a problem.

The Kyuss Knights should be equipped with +1 unholy executioner's maces, detailed in Dawn of a New Age.

The DC for exploring the tunnels after an hour should be 15, not 10.

[DragonIceAdept]

Part Eight: The Prince of Redhand & Backdrop: Alhaster

Wormfood 340's style points bonus are quite low, I would recommend increasing the bonus to +1 per 5 style points.

Rhorsh is listed as a cleric 9 in the adventure, but a cleric 7 in the Backdrop. I recommend using the higher value.

Note that there are three elite erinyes detailed in Dawn of a New Age, as well as the twelve baseline ones. I would suggest replacing these 18HD erinyes with 14HD pleasure devils (FC2), which are more mechanically interesting while retaining the erinyes nature.

The adventure states that Zeech surrounds himself with the "freaks" in an effort to discover how to aid his daughter; Backdrop states it is to make himself look more perfect. I prefer the first explanation, as it gives him a sympathetic motive.

[DragonIceAdept]

Part Nine: The Library of Last Resort

Overload mentions Balakarde's notes should detail Dragotha's history and connection with Tiamat, as well as possibly wanting revenge on Kyuss, but the actual adventure has none of this. It's your call if you want to include this. I would.

Overload also says that the Library provides them with a mental image of the fortress, allowing them to teleport directly there. This is not mentioned in the actual adventure however.

I would suggest rebuilding the Sinfire Twins as unarmed swordsages to give them more fun options to use.

Negotiating with Darl

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Darl is powerful and the PCs might try to find a peaceful resolution to the conflict. He refuses to share the secrets of the Fountain of Dreams unless the PCs make a DC 50 Diplomacy check. Award the PCs a +5 modifier if they explain the connection between the cult of Kyuss and the Ebon Triad, and an additional +5 if they reaffirm their commitment to destroying Dragotha and Kyuss.

If he agrees to share the knowledge, he will appear in the vision alongside the PCs (his minions will not, as he won't let them share). This should make for a very interesting prophetic fight!

[DragonIceAdept]

Part Ten: Kings of the Rift

The Prince of Redhand says that if the PCs make the Ominous Fabler helpful, he will aid them in Kings of the Rift. However, by Kings of the Rift, he's been turned into an undead abomination by Dragotha, and seeks to report on the party to his master. In fact, it was stated that his stats (with a CN alignment) would appear in this issue, but instead he's been statted as a CE favored spawn of Kyuss! The easiest way to square these ideas is to say that if he was made helpful earlier, some part of him remembers the kindness he was shown and does his best to warn them of what awaits, perhaps his voice catching as he cannot.

The buff routines of the dragons should include Scintillating Scales as standard. Consider making use of the magic items, feats, and spells in Dragon Magic as well, and the breath spells from Spell Compendium.

Alastor Land should say he was called to the tomb of Zosiel, not Icosiol.

The Ominous Fabler is immune to the wisdom drain of the phylactery because he's undead.

If the PCs use the proper ritual to gain entrance to the vault, award them XP as if they had defeated an EL 19 encounter.

The raams are confusingly listed as living giants with undead traits, strength drain, and a Con score. I recommend making them fully undead.

Consider including a flavor encounter with riftjumpers (Dragon 276), essentially giant grasshoppers, as the party descends into the Rift.

If you have Dragon 343, the Ominous Fabler should carry several vestige worms.

[DragonIceAdept]

Part Eleven: Into the Wormcrawl Fissure

I recommend changing the +4 undead controlling full plate to +1 soulfire undead controlling full plate. This does increase the value by an additional +1, but makes it much more useful and interesting.

Dragotha's treasure hoard can be spiced up with a huge variety of items from various sources, as you deem best fitting.

In Wormfood, Furnace Master Gendinom is very weak at this point. He should be an elemental monolith (Complete Arcane).

Balakarde can relay that Lashonna is a servant of Kyuss, but later on, it's implied that Dragotha is the one to reveal this fact. I would suggest that Balakarde not know this, to heighten the impact of Dragotha's declaration.

If you have Spell Compendium, replace the Destruction domain of the avolakia priests with Deathbound, and they should have Revive Undead prepared in place of Flame Strike. If Dragotha is killed but at least one of the avolakia survives, the PCs could face his revenge during Dawn of a New Age. As Revive Undead requires an intact body, you should change his death-scene in this case, leaving his bones in a crumpled heap on the floor.

If you have Dragon 343, Mahuudril and the avolakia priests, N’vesh-n’kar, and Dragotha can all use worm spells, and vestige worms can be added to nearly any trove of treasure.

If Raknian succeeded and was transformed into a death knight, he should reappear in the Wormcrawl Fissure--perhaps standing alongside Dragotha.

Dragotha is extremely powerful and may well have support in Mahuudril or Venk, or even the Ominous Fabler. Feel free to change his feats and spells, or apply any of the huge variety of options Draconomicon and Dragon Magic added. He is meant to be a truly awesome fight, after all.

Diplomacy with Dragotha

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If the PCs didn't destroy his phylactery, Dragotha will be open to negotiation. The adventure says he will betray them, but Overload implies he can be relied upon. As he himself was betrayed by both Kyuss and Lashonna, I would say he has great anger and bitterness in his heart, but cannot move against Kyuss directly without a Wish or Miracle to free him. Even without that, he can aid the PCs against Lashonna or other minions of Kyuss, but he will only do this if he believes the PCs really will return his phylactery (note his Sense Motive +48).

Whether or not he will betray the party, he certainly won't let them take a single copper of his hoard without a fight. If a peaceful resolution is reached, Balakarde is horrified and immediately withdrawals all his benefits, and the horror and fury allow him to reach out to Manzorian to tell him what has transpired. Manzorian will contact the party as written, though he will be disappointed with the PCs. He is at least a little understanding--turning Kyuss's herald against him is no small feat, and the help is welcome, as the Age of Worms is finally here.

[DragonIceAdept]

Part Twelve: Dawn of a New Age

If the PCs allied with Dragotha in the previous adventure, he will focus his efforts on destroying Lashonna first--her betrayal is very recent and still stings badly. Feel free to have the two of them clashing in the skies even as the PCs battle Kyuss himself. If they're having a hard time of it, perhaps Dragotha catches both Lashonna and Kyuss with his breath, optionally with one or more of the PCs as "collateral damage"!

Some sources put Kyuss's alignment as neutral evil, others as chaotic evil. It is up to you which works better for your campaign.

Consider replacing Kyuss's domains of Destruction and Evil with Deathbound and Undeath.

The Wormcrown of Kyuss (Dragon 359) could be worn by Maralee, adding an extra-frightening aspect to her.

Overload assumes the PCs will emerge in Lashonna's lair, but that is considered a bad idea in the adventure proper. If you want to have a portal open still, feel free to let them take it after Dragotha is slain or allied with.

Practically any undead spellcaster could make use of the wormbound spells, and vestige worms work well in Lashonna's lair.

Consider for each 3 liches present, replacing two of them with one Worm that Walks (Epic Level Handbook) of an equal wizard level. They arguably fit the flavor of Kyuss, and players will be less familiar with them.

As mentioned above, I recommend replacing the 18HD erinyes with 14HD pleasure devils if you have Fiendish Codex II.

Kyuss is listed having the Discorporate power in his SQ section, but no actual mention of this property of worms that walk is made. Decide if the PCs need to go worm-hunting after killing him; I would recommend not, just because he's so powerful already. Alternatively you could tie it to if he's divine rank 0 or not, meaning that if the party has successfully weakened him, he cannot escape.

In Overload Zeech recants his evil ways after throwing the duel. I find this a deeply touching moment and would include it.


Worm that Walks of Kyuss (thanks Arcanist!)

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Worm that Walks of Kyuss

---

Medium Aberration
Size/Type:Medium Aberration
Hit Dice: 11d18+11 (60 hp)
Initiative: +6
Speed: 30 ft. (6 squares)
Armor Class: 33 (+2 Dex, +20 insight, +1 ring of protection), touch 33, flat-footed 31
Base Attack/Grapple: +5/+5
Attack: Quarterstaff +5 melee (1d6) or dagger +5 melee (1d4/19–20) or masterwork light crossbow +7 ranged (1d8/19–20)
Space/Reach: 5 ft./5 ft
Special Attacks: Spell-like abilities, engulf, frightful presence
Special Qualities: Blindsight 300 ft., SR 24, discorporate, immunities
Saves: Fort +4, Ref +5, Will +8
Abilities: Str 10, Dex 14, Con 12, Int 17, Wis 13, Cha 8
Skills: Concentration +16, Decipher Script +13, Hide +26, Knowledge (arcana) +17, Listen +23, Move Silently +27, Search +7, Spellcraft +19, Survival +21, Spot +3
Feats: Black Lore of Moil^CArc, Fell Weaken^LM, Fell Drain(b)^LM, Improved Initiative(b), Scribe Scroll(b), Spell Focus (Necromancy), Sudden Maximize^CArc, Sudden Widen^CArc
Environment: Any
Combat Gear: cloak of resistance +1, potion of gaseous form, ring of protection +1, scroll of summon monster IV (8th level), staff of swarming insects
Challenge Rating: 14
Treasure: None
Alignment: Neutral evil
Advancement: None
Level Adjustment: —


Spell-Like Abilities

1/day—animal growth (vermin), animal messenger (vermin), animal shapes (vermin), animal trance (vermin), creeping doom, giant vermin, summon swarm (vermin), summon vermin (as summon nature’s ally, except it summons 10 HD of vermin per level), and vermin plague (as insect plague). Caster level 20th; save DC 9 + spell level. The save DCs are Charisma-based.

Wizard Spells Prepared (4/5/5/5/4/2/1; save DC 14 + spell level): 0—acid splash, detect magic, ray of frost, touch of fatigue*; 1st—backbiter (2), expeditious retreat, ray of enfeeblement (2)*; 2nd—fell drain acid splash (3), mirror image, spectral hand; 3rd—dispel magic, haste, fireball, mass snake's swiftness, vampiric touch*; 4th—enervation (2), wrack (2); 5th—kiss of tthe vampire, spiritwall*; 6th—fell drain fell weaken shatterfloor.

*Because of Spell Focus (necromancy), the save DC for these spells is 15 + spell level.

Moilian Runebones for Ray of Enfeeblement and Enervation.

If your table is comfortable with fear effects on enemies, consider replacing fell drain fell weaken shatterfloor with imperious glare.

You can also replace 6 levels of wizard with Escalation Mage. If you do that, replace Sudden Widen with Arcane Mastery.

[DragonIceAdept]

Other Resources, Links, and Campaign Journals

This is extra under construction.

Resources

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A bunch of resources in one spot
The best of the Paizo AOW threads
AOW local hero traits, inspired by Shackled City
Expanded Eberron conversions
Player's Guide to AOW
Gazetteer to Greyhawk City and the Cairn Hills

Links

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5e conversion as well as the free official online conversion notes
AOW campaign bible, 5e-oriented but useful for any campaign
Fan-made AOW OST
TheRPGenius's resources

Campaign Journals

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Paul Murray's campaign journal.
JaneFury's campaign journal.

[Saintheart]

As someone once said, this should be interesting.

First small contribution from me: Paizo's Age of Worms overload, which is basically their equivalent of the web enhancement for the adventure, is over here. Yes, unlike WOTC's web articles, you don't have to subject yourself to the spinning wheel of death in archive.org, this one still exists. That said, doing a longer, more involved conversion for the Forgotten Realms could be a good idea since the Overload only really covers The Whispering Cairn.

Very much hope this thread gets lots of contributions over time. Age of Worms deserves more love.

[DragonIceAdept]

Further Forgotten Realms conversion notes are in the Web Enhancements for Dungeon, but I can't find links to them. These also have Eberron conversion notes; I wrote the above expanded notes in addition to the ones Mr. Baker suggests.

And again, thank you so much for the awesome Red Handbook of Doom!

EDIT: found them, they've been linked in the final post.

[arkieNork]

Thank you very much for this write up.
I love Paizo adventures. Would love to read such an analysis for The Slumbering Tsar and the Northlands Saga

[DragonIceAdept]

I'm afraid I'm not up to do either of those--but if you decide to, I'd love to read it!

[Xervous]

Obligatory mention on the swords of kyuss with their invocation of the worm in the Spire of Long Shadows. The cramped quarters make radius:20 hit basically everything for 14d6 negative energy (DC22 save half), and at 3 uses per day it’s highly spammable. Avg 49/24 damage + 49 ally healing coming from up to three swords can quickly overwhelm a party.

You need to be aware of what caliber of party is strolling up to the Spire. Immunity to negative energy effects, good saves plus evasion, or rigorous strike team tactics will see a party though. If your party and campaign isn’t huge on this stuff (and you don’t want a Told You So TPK) you may want to downgrade invocation of the worm.

[DragonIceAdept]

Thank you for catching that! Included.

[Xervous]

If you want a better listing of pinch points I suggest reading the AoW obituary thread over on the Paizo forums.

[martixy]

I see it's up already. Neat.

As someone once said, this should be interesting.

First small contribution from me: Paizo's Age of Worms overload, which is basically their equivalent of the web enhancement for the adventure, is over here. Yes, unlike WOTC's web articles, you don't have to subject yourself to the spinning wheel of death in archive.org, this one still exists. That said, doing a longer, more involved conversion for the Forgotten Realms could be a good idea since the Overload only really covers The Whispering Cairn.

Very much hope this thread gets lots of contributions over time. Age of Worms deserves more love.

Quite a few of the Dungeon mag web enhancements are still alive, if you can dig up the links.
For example

If you want a better listing of pinch points I suggest reading the AoW obituary thread over on the Paizo forums.

Yer link is dead.

[Xervous]

Yer link is dead.

Thanks for pointing it out. Looks like some weird formatting got applied on the first attempt and I didn’t fully untangle it in the first edit.

[TotallyNotEvil]

I love these guides as they are, in a way, a good resource for DMing in general.

... You wouldn't happen to have one of these for Savage Tide, would you?

[DragonIceAdept]

Updated with some more stuff. I'll continue to work on it.

I love these guides as they are, in a way, a good resource for DMing in general.

... You wouldn't happen to have one of these for Savage Tide, would you?

Afraid not. I might make one someday, but honestly I've heard better things about AOW than Savage Tide.

[northernbard80]

I did thumb through the Whispering Cairn once and brushed it aside.

With this guide, I may give AOW another look.

I hope we see more of these campaign/minicapmaign/module handbooks in the future such as for the Shackled City, Return to the Temple of Elemental Evil or Rise of the Runelords.

[DragonIceAdept]

I did thumb through the Whispering Cairn once and brushed it aside.

With this guide, I may give AOW another look.

I hope we see more of these campaign/minicapmaign/module handbooks in the future such as for the Shackled City, Return to the Temple of Elemental Evil or Rise of the Runelords.

That makes me happy to hear! AOW is my all-time favorite adventure path, and I feel it hasn't gotten nearly enough love here. Hope you enjoy it!

[Kaleph]

I'm not gonna use this handbook any soon, but I'm glad it exists. It's something I can read from time to time, just for the fun of it.

Age of Worms and Savage Tide are the apex of the 3.5 era, IMO.