Act II: Barnacle Hill Investigation

Current Party Status

Location: Barnacle Hill dock, standing before the Listing Merchant

Active PCs: Thronn and Fouk (both played by Jake)

Absent PCs: Sherman, BöötMóöntch, Valdin (may arrive later via separate canal transport)

Scene 1: The Listing Merchant

The Listing Merchant groans against its moorings—a three-masted iron vessel permanently tilted at fifteen degrees, its hull half-buried in limestone cliff face. Barnacles encrust everything, growing in patterns that suggest deliberate cultivation rather than natural accumulation. The vessel's deck has been converted into a tavern, with tables bolted at opposing angles to compensate for the permanent list. Goblin deck-hands move with practiced ease across the slanted surfaces while newcomers stumble and grip railings. Salt spray mingles with industrial smog, creating a unique atmosphere that tastes of rust and brine. Through grimy portholes, amber light suggests warmth and conversation within.

Captain Ezra Saltwise maintains the Listing Merchant as both tavern and intelligence hub. A human in his sixties with sun-damaged skin and milky cataracts in one eye, Saltwise sees more with his damaged vision than most do with perfect sight. His establishment serves the maritime community exclusively—those who cannot speak in proper nautical terminology find themselves ignored or overcharged.

Saltwise's Information (Requires Persuasion DC 12 or Maritime Knowledge):

Mokresh frequented the establishment weekly until three weeks ago
The artificer's behavior changed dramatically in his final visits—paranoid, constantly checking exits
He mentioned "finally achieving the impossible" and "binding what shouldn't be bound"
The Eyes Cell began marking territory in Barnacle Hill approximately one month ago
Strange figures in robes have been seen entering Mokresh's laboratory at night

If PCs Mention Slazgar or Show Credentials:

Saltwise's demeanor shifts from cautious to calculating. "That one-eyed goblin still breathin', is he? Mokresh spoke of th' contract—said it would change everythin'. Said souls could be more than fuel, could become foundation."

Contingency for Late-Arriving PCs: If Sherman, BöötMóöntch, or Valdin arrive during this scene, they enter wet from canal spray, having taken a separate taxi that followed the party's route. The captain of their vessel warns them about "unnatural lights near the old artificer's place—flames that burn without heat."

Scene 2: Street Intelligence Network

The deck-rats of Barnacle Hill operate with naval hierarchy despite their youth. Fizzle, their self-appointed bosun, maintains discipline through maritime tradition rather than violence.

Fizzle's Network Offers (Negotiable):

5 gp: Exact location of Eyes Cell safe house in lower Barnacle Hill
10 gp: Schedule of robed figures entering Mokresh's laboratory
15 gp: Password for Eyes Cell recognition ("The trinity observes")
20 gp: Warning about "the thing wearing Mokresh's face" that sometimes appears at windows

If Fouk maintains his street-kid disguise (established in session 41), Fizzle treats him as crew rather than customer, reducing all prices by half and adding crucial intelligence: "The artificer ain't himself. When he walks, his shadow falls wrong—like it belongs to somethin' else entirely."

Scene 3: Mokresh's Laboratory (External)

The laboratory occupies a converted warehouse, its original nautical architecture buried beneath decades of industrial modification. Copper pipes snake across exterior walls like metallic vines, occasionally venting steam that smells of ozone and burnt flesh. Windows on upper floors glow with unnatural light—purple one moment, green the next, colors that hurt to perceive directly. The front entrance remains sealed with a mechanical lock of obvious complexity. Three overlapping circles mark the doorframe in fresh chalk. From within: the rhythmic sound of machinery, punctuated by something that might be breathing or might be bellows.

Observation Reveals (Perception DC 13):

Silhouettes moving inside don't match normal humanoid proportions
The building's foundation shows recent excavation—someone has been digging beneath
Chemical burns on nearby buildings suggest recent explosive incidents
Ropewatch patrols actively avoid this street

Approaching the Laboratory:

Any approach triggers response from within. A figure appears at the second-floor window—Mokresh's face, but wrong. The movements are too fluid, too precise, lacking the nervous energy that characterizes genuine artificers. It watches without blinking for exactly thirteen seconds before withdrawing.

If Other PCs Arrive During Surveillance: Their appearance might trigger premature response from the laboratory. Sherman's size makes concealment difficult (Disadvantage on Stealth). BöötMóöntch's celestial nature might react to whatever wrongness inhabits the building (Constitution save DC 12 or become nauseated). Valdin's diplomatic credentials mean nothing to whatever watches from within.

Scene 4: The Harbor Master's Office (Optional)

Harbor Master Elara Stormcrow, a half-elf who gained her position through maritime excellence rather than political maneuvering, maintains strict neutrality in factional disputes. Her office—built into a decommissioned frigate's hull—contains charts, manifests, and detailed records of every vessel and building in Barnacle Hill.

Stormcrow's Position:

Maritime law grants her authority to investigate threats to district safety
She cannot act against the Eyes Cell without proof of maritime violation
Mokresh's laboratory is technically registered as a "dry dock repair facility"
Recent complaints about "unnatural emanations" lack legal standing

If presented with evidence of genuine threat (explosions, casualties, dimensional breach), Stormcrow provides a Maritime Warrant granting temporary investigative authority. This document means nothing to the Eyes Cell but prevents Ropewatch interference.

Act III: The Underground Network

The Lock System Descent

The maintenance hatch yields to persistent effort, revealing a ladder descending into mechanical darkness. The sound hits first—grinding gears, rushing water, the echo of vast machinery operating without human oversight. The smell follows—machine oil, stagnant water, and something organic that shouldn't exist in a purely mechanical space. Forty feet down, the ladder ends at a maintenance platform overlooking the lock chamber's true scope. Massive gates rise into shadow above. Water channels branch in three directions. And there, scratched into the metal platform: three overlapping circles, with an arrow pointing toward the eastern channel.

The lock system's maintenance level reveals Barnacle Hill's hidden infrastructure. These tunnels connect every building with foundation access to the canal system—smuggler's routes, emergency exits, and worse things.

Navigation Challenges:

Water Hazards: Channels flood unpredictably when locks cycle (Dexterity save DC 13 or be swept into machinery)
Mechanical Obstacles: Grinding gears and pneumatic pistons require careful timing (Investigation DC 12 to identify safe passage)
Environmental Threats: Toxic algae blooms create hallucinogenic spores (Constitution save DC 11 or suffer disturbing visions)

Following the Symbols:

The three-circles mark appears at regular intervals, leading deeper into the maintenance network. Each mark includes subtle variations—additional dots, hash marks, geometric modifications—that function as navigation code for those who understand the language.

Late-Arriving PC Encounters: PCs who arrive later might encounter the party in these tunnels, having followed similar clues or been directed by NPCs above. Their sudden appearance in the darkness creates initial tension before recognition. Alternatively, they might enter from different access points, converging at critical moments.

The Flooded Chamber

The passage opens into a vast cylindrical chamber, partially flooded with luminescent canal water. Maintenance catwalks spiral around the walls, many corroded beyond use. At the chamber's center, accessible only by a narrow bridge of rusted metal: a mechanical platform supporting three figures in robes. They work with practiced efficiency, adjusting valves and monitoring gauges on equipment that doesn't belong here—soul-processing machinery, smaller than Dreadmil's industrial scale but unmistakably similar in design. One figure turns at your approach. Where its face should be: blank flesh, smooth as an egg, with three circles burned into the skin where eyes and mouth should rest.

The Eyes Cell Cultists:

These are not leaders but drones—beings who surrendered identity for purpose. They respond to intrusion with calculated violence, not anger. Their combat tactics demonstrate training and coordination beyond typical cultists.

Cultist Drone Statistics:

AC: 13 (robes with hidden armor plates)
HP: 22 (4d8+4)
Speed: 30 ft
Abilities: STR 12, DEX 14, CON 12, INT 10, WIS 13, CHA 6
Skills: Perception +3, Stealth +4
Special: Networked Consciousness (advantage on saves against charm/fear)
Attacks: Poisoned blade +4 (1d6+2 plus DC 12 CON save or poisoned for 1 hour)

Environmental Combat Factors:

The platform is unstable (any miss by 5+ causes DEX save DC 10 or fall into toxic water)
Steam vents activate randomly (1d4 fire damage, DEX save DC 12 for half)
The soul-processing equipment can be damaged/destroyed (AC 15, 30 HP)

Discovery: The Processing Operation

Investigation of the equipment and cultist belongings reveals the Eyes Cell's true purpose in Barnacle Hill. Documents (coded but decipherable with Investigation DC 14) indicate:

The Eyes Cell is extracting specific memories from captured individuals
Mokresh was targeted for his knowledge of soul-binding advancement
Multiple artificers across Grizburg have been similarly "processed"
The extracted knowledge is being compiled into something called "The Unified Theorem"

A partially destroyed journal contains references to "The Priest"—apparently a figure of authority within the Eyes Cell who oversees operations from a deeper sanctuary. Maps indicate a passage leading further into the underground network, toward what's marked as "The Chapel of Unified Purpose."

Act IV: The Reshapified Horror

Following the Trail

The passage toward the Chapel leads through increasingly disturbing architecture. The industrial maintenance tunnels give way to older construction—stonework that predates Grizburg's modern era, carved with symbols that hurt to perceive directly. The three-circles symbol appears more frequently, but now accompanied by other markings: equations, formulae, diagrams of things that shouldn't exist.

Environmental Storytelling:

Discarded robes suggest rapid growth or transformation of wearers
Blast marks indicate recent combat—someone else has been here
Blood trails lead toward the Chapel, but the blood glows faintly purple

The Chapel of Unified Purpose

The Chapel exists in a space that architecture forgot—a circular chamber carved from single stone, its walls covered in mathematical equations that describe impossibilities. The ceiling vanishes into darkness that swallows light. At the chamber's heart: an altar of fused machinery and flesh, where soul-processing equipment has been merged with something organic. Three figures kneel before it in supplication. One wears Mokresh's clothes, but the thing inside is no longer entirely him.

The Priest stands behind the altar—tall, gaunt, wearing robes that seem to exist in more dimensions than three. Its face is human enough until you look directly at it, then the features shift, multiply, become mathematical concepts rather than flesh.

"Ye arrive precisely when calculated. Th' artificer's knowledge has been catalogued. His purpose served. But you—you carry something more valuable. Th' one-eyed goblin sends his agents, not knowin' he sends us exactly what we require. Your memories of Dreadmil, of th' soul forge, of th' deeper works. These will complete our theorem."
— The Priest

The Priest (Modified Mind Flayer Statblock):

AC: 15 (natural armor)
HP: 71 (11d8+22)
Speed: 30 ft
Abilities: STR 11, DEX 12, CON 14, INT 19, WIS 17, CHA 14
Saves: INT +7, WIS +6, CHA +5
Skills: Arcana +7, Insight +6, Perception +6
Damage Resistances: Psychic
Senses: Darkvision 120 ft
Languages: Common, Deep Speech, Telepathy 120 ft
Challenge: 6 (2,300 XP)

Actions:

Mind Blast (Recharge 5-6): 60-foot cone, INT save DC 15 or 4d8+4 psychic damage and stunned for 1 minute
Extract Memory: Melee attack +7, 2d10+4 psychic damage and target must make INT save DC 15 or lose one significant memory
Theorem Calculation: Bonus action, gain advantage on next attack or save

The Reshapified Mokresh:

What was once Mokresh has become something else—a fusion of flesh and machinery, his brilliant mind trapped within a form that serves the Eyes Cell's purpose. He retains enough consciousness to occasionally plead for death between attacks.

Mokresh-Thing Statistics:

AC: 14 (partially mechanical)
HP: 45 (7d8+14)
Speed: 20 ft
Abilities: STR 16, DEX 10, CON 14, INT 18, WIS 8, CHA 6
Damage Immunities: Poison
Condition Immunities: Poisoned, Frightened
Attacks: Mechanical appendage +6 (1d8+3 bludgeoning plus 1d4 lightning)
Special: When reduced to 0 HP, explodes for 2d6 fire damage in 10-foot radius (DEX save DC 13 for half)

If Other PCs Arrive During Combat: The Priest acknowledges their arrival as "calculated variables" and adjusts tactics accordingly. New arrivals might face immediate Mind Blast or become priority targets if they possess valuable memories. Sherman's connection to his lost brother might trigger specific interest. BöötMóöntch's celestial nature might provide resistance to memory extraction. Valdin's diplomatic knowledge could be particularly valuable to the Eyes Cell.

The Prototype Recovery

After defeating the Priest and the reshapified Mokresh, investigation of the Chapel reveals:

The soul-forge prototypes, modified but recoverable
Mokresh's complete research notes, including breakthrough discoveries
Evidence of the Eyes Cell's larger operation across Grizburg
References to other cells, other Priests, and something called "The Unified Mind"
A map marking Dreadmil as a "priority acquisition target"

Among Mokresh's possessions, a final journal entry, written in a shaking hand:

"They came three weeks ago. Showed me the theorem—the beauty of unified consciousness. I resisted at first, but the mathematics were so elegant. They needed what was in my mind, and I... I gave it freely in the end. The prototypes were secondary. They wanted the principles, the theoretical framework. Slazgar must be warned. They know about Dreadmil. They know about the Depths. They know too much."

Act V: Consequences & Aftermath

Immediate Consequences

The death of a Priest and destruction of a processing node sends ripples through Barnacle Hill:

The three-circles marks throughout the district fade or are frantically scrubbed away
Ropewatch patrols increase, though they avoid direct investigation
Harbor Master Stormcrow acknowledges the party's service with guarded gratitude
The Listing Merchant becomes friendlier to the party—they've proven themselves
Street kids report "robed figures fleeing through the dawn fog"

Returning to Slazgar

Dreadmil's metal halls ring different when you return—less like industry, more like anticipation. Slazgar Two-Eyes examines the recovered prototypes with his mechanical eye whirring through multiple spectra. His organic eye reads Mokresh's final notes. For several moments, only the sound of distant hammers and the jeweled orb's patient rotation fills the space. Then he speaks, and his voice carries weight like iron.

"Th' prototypes are damaged but salvageable. More important—ye've uncovered somethin' I hadn't calculated for. These Eyes, this 'Unified Theorem'... they ain't just another gang. They're collectin' minds like others collect gold. Buildin' toward somethin'." [He pauses, mechanical eye focusing on each party member in turn.] "Ye did good work. Better than expected. But this changes th' nature of our arrangement. What I'm plannin' for th' Depths... we're gonna need to move faster now. An' we're gonna need ye to be stronger. Time ye learned about th' real tools we'll be using down there."
— Slazgar Two-Eyes

Slazgar's payment is prompt and generous—the promised gold plus bonuses for uncovering the Eyes Cell operation. But more valuable: he offers the party access to enhanced equipment from Dreadmil's special inventory, items touched by the soul forge's power.

Setting Up the Next Mission

With the prototypes recovered, Slazgar reveals the next phase of preparation:

"These prototypes complete what I been buildin'—soul-forged golems, constructs that channel life force for power beyond conventional mechanics. But they need testin', need pilots who can handle th' strain of consciousness merger. Lucky for us, Grizburg's got th' perfect testin' ground—th' Undercity fight pits. Gladiatorial combat where death is entertainment an' survival makes ye stronger. That's where ye're headed next. Ye're gonna learn to pilot these beauties, an' ye're gonna win me some wagered capital while ye do it."
— Slazgar Two-Eyes

For Absent PCs Who Arrive Late: If Sherman, BöötMóöntch, or Valdin missed the Barnacle Hill mission, Slazgar has alternative intelligence for them to provide—reports of Eyes Cell activity in other districts, similar incidents with other artificers, or reconnaissance of the Undercity venues. This keeps all party members invested while explaining their absence.

Appendix A: Treasure & Rewards

Monetary Rewards

Base Payment: 200 gp per PC for prototype recovery
Bonus (Eyes Cell Intelligence): 100 gp per PC
Salvage from Cultists: 50 gp in various coins and trade goods
Mokresh's Emergency Fund: 75 gp hidden in laboratory

Magic Items (From Dreadmil's Special Inventory)

Soul-Touched Blade: +1 weapon that whispers warnings (advantage on initiative rolls)
Forge-Marked Armor: +1 armor that grows warm when wearer is frightened (advantage on saves vs fear)
Prototype Goggles: Allows viewing of soul energy (detect magic as ritual 1/day)
Industrial Healing Draught: Functions as greater healing potion but tastes of metal and oil

Story Rewards

Slazgar's Trust: Moved from "contractors" to "reliable assets"
Barnacle Hill Reputation: Known as "those who dealt with the robed troubles"
Eyes Cell Intelligence: Knowledge of their symbols, methods, and goals
Access to Undercity: Introduction to the gladiatorial golem-fighting circuit

Appendix B: NPCs Reference

Captain Ezra Saltwise

Race: Human
Age: 60s
Personality: Cautious, calculating, respects maritime tradition
Motivations: Maintain neutrality, protect the Listing Merchant, profit from information
Key Knowledge: Mokresh's behavior change, Eyes Cell arrival timeline

Fizzle

Race: Goblin
Age: 12
Personality: Clever, mercenary, loyal to those who pay
Motivations: Survive, advance in deck-rat hierarchy, accumulate wealth
Key Knowledge: Street-level intelligence, Eyes Cell movements

Harbor Master Elara Stormcrow

Race: Half-elf
Age: 85
Personality: Professional, neutral, quietly concerned
Motivations: Maintain order, protect Barnacle Hill, uphold maritime law
Authority: Can provide Maritime Warrants, command Ropewatch

The Priest

Race: Unknown (transformed human?)
Personality: Cold, calculating, views individuals as data
Motivations: Complete the Unified Theorem, harvest knowledge
Methods: Memory extraction, consciousness merger, mathematical precision

Appendix C: Illustrations Needed

Scene Illustrations

Listing Merchant Exterior: Tilted iron ship embedded in limestone cliff barnacles rust maritime conversion tavern deck industrial smog ambient harbor fifteen degrees permanent list nautical nightmare
Mokresh's Laboratory: Converted warehouse copper pipes steam vents purple green unnatural light mechanical industrial three circles chalk fresh mysterious modification ozone chemical burns
Lock System Tunnels: Dark maintenance tunnels grinding gears rushing water metal catwalks toxic algae phosphorescent industrial nightmare mechanical darkness vast machinery flooding dangers
Chapel of Unified Purpose: Circular stone chamber mathematical equations impossible geometry darkness consuming altar fused machinery flesh organic mechanical horror underground ancient symbols hurting perception

Character Portraits

Captain Saltwise: Weathered human sailor sixty years sun damaged skin milky cataract one eye maritime clothing salt stained calculating expression tavern keeper hardened veteran
The Priest: Tall gaunt figure robes existing multiple dimensions shifting features mathematical concepts instead flesh horrifying geometry religious authority transformed human inhuman presence underground
Reshapified Mokresh: Fusion flesh machinery goblin artificer transformed horrible mechanical appendages lightning damage partially conscious trapped brilliant mind suffering existence industrial body horror

Maps Needed

Listing Merchant Interior: Top-down orthographic tactical map tilted tavern fifteen degrees slanted tables compensating angles portholes bar maritime decoration goblin accommodations unusual architecture
Lock System Maintenance Level: Top-down orthographic tactical map underground tunnels water channels mechanical hazards maintenance catwalks multiple levels industrial infrastructure flooding chambers connecting passages
Chapel of Unified Purpose: Top-down orthographic tactical map circular chamber central altar stone architecture mathematical symbols darkness above machinery flesh fusion horror positioning

Session Notes for Future Reference

This module establishes the Eyes Cell as a significant threat beyond simple criminal organization. They represent intellectual predation—harvesting knowledge rather than wealth. This creates narrative tension with Slazgar's own knowledge-based power and sets up future conflicts.

The revelation that Dreadmil is marked as a "priority acquisition target" should create urgency in Slazgar's timeline. The Whispering Depths expedition becomes not just opportunity but necessity—staying ahead of the Eyes Cell's expansion.

The soul-forged golem technology recovered from Mokresh provides perfect transition to the Undercity gladiatorial module. The PCs will need to master these constructs before the actual expedition, creating training opportunities with real stakes.

Consider tracking which memories or knowledge each PC might possess that the Eyes Cell would value. This personalizes the threat and creates individual stakes beyond simple combat encounters.

GM Reminder: The Eyes Cell should feel institutionally terrifying rather than simply evil. They process people like data, extract knowledge like mining ore. This industrial approach to consciousness theft reflects Grizburg's themes of industrialization consuming humanity.

Related Session Reports

Act II: Barnacle Hill Investigation