Plane of Shadow

“The Plane of Shadow, also referred to as the Shadowfell, is an echo of the Material Plane. It overlaps the known world but it remains separate, and a great gloom and sense of dread holds sway over its gray, shadow-filled landscape. It is the opposite of the Plane of Faerie, and there is strong evidence to support the two echo planes are linked in some ephemeral way. I surmise that the Plane of Shadow is a byproduct of the Negative Energy Plane influencing the Material Plane, and that it represents a decaying of the natural order inherent to all things and places in the multiverse. Certainly the prevalence of necrotic energy and undead horrors in the Shadowfell lends credence to this theory.”

Lillandri the Moon Mage

Gloom, despair, hopelessness, and loss are just some of the words that can be used to describe the feelings that weigh down travelers that enter the Plane of Shadow. It is an echo of the Material Plane, but it holds only a dark reflection filled with darkness and a creeping sense of being watched. Forests hold sinister shadows, mountains loom taller and more ominous, and everywhere the natural order seems twisted and bent towards a darkly malevolent end.

The nature of the Plane of Shadow draws evil and undead creatures to it, and this attraction has led many planar scholars to link the realm to the Negative Energy Plane. There certainly seems to be some truth to this connection, and it’s worth noting that the Plane of Faerie – another echo plane, but one filled with vibrant and often violent life – seems just as strongly linked to the Positive Energy Plane. Are these two sides of the Material Plane the result of the Positive and Negative Energy Planes? Or are the Positive and Negative Energy Planes a result of the Shadowfell and Feywild? Debates continue in scholarly circles.

From a more conventional standpoint, the Plane of Shadow is a place where fell creatures dwell, and its location on the other “side” of the Material Plane makes its interference much more common than other decidedly evil outer planes, such as the Abyss or the Nine Hells. A pervasive gloom in a forlorn crypt, the shadow cast by a tombstone in the moonlight, or the yawning darkness beneath a creaking gallows all can contain portals to the Plane of Shadow, allowing monstrous creatures to slip between the cracks and wreak havoc.

The Shadowfell is also the home to the Domains of Dread, unique and isolated realms locked away from the rest of the plane by insidious Dark Powers. These unknown macabre masters of darkness draw powerful men and women away from the Material Plane at their darkest moment, trapping them and their lands. Barovia, home of the vampire lord Strahd von Zarovich, is the most famous, but other domains exist, scattered across the Plane of Shadow.

Monsters of all types stalk the gloomy wilderness of the Shadowfell, and between them havens of civilization are hard to come by. The most famous is the city of Gloomwrought with its legion of mysterious keepers maintaining order. Other famous sites include the Nightwyrm Fortress, the Onyx Palace of the Raven Queen, the Moon Towers, and the Circle of Midnight Stones, just to name a few. Truly, in a realm possessed of so much darkness and despair, heroes are needed to push back the encroaching shadow at every opportunity.

The Powerful and Mighty

While there are no definitive rules of the Plane of Shadow, there are enough powerful entities and influential organizations to keep adventurers on their toes.

Dark Powers

What are the Dark Powers? Few know exact details. They are malevolent entities of near god-like status that dictate the creation of the various Domains of Dread. Within each individual domain, a darklord or group of darklords hold supreme power, including controlling the mists that form the border between the realm and the rest of the multiverse. But the Dark Powers are the true masters behind the scenes, and it is by their will the darklords suffer and rule in their pocket prisons.

Some warlocks have reached out to the Dark Powers to make bargains for power and influence, but these deals are always done through a proxy of some sort. There does seem to be multiple Dark Powers and sometimes they seem to operate through agents against each other, but for the most part their machinations are difficult to discern. Shadow demons, shadows, and nightshades are common representatives of the Dark Powers across the multiverse, and there are some scholars who believe they are advanced nightshades of monumental power.

Gaining the attention of the Dark Powers is rarely a boon to mortals. They tend to have a cruel sense of irony when dealing with lesser creatures, a trait exhibited by all of the darklords they choose to imprison within a Domain of Dread. There are some wild theories that say the Dark Powers are actually agents of benevolence, and by removing powerful individuals and imprisoning them in misty realms within the Shadowfell they are tipping the scales of balance towards good. Warlocks and other beings that have dealt with the proxies of the Dark Powers know that this is probably not the case, or at least not the case with all of them. Perhaps they are moving towards a cosmic balance, but it’s not out of some sense of justice or temperance that they infuse evil beings with great power and elevate them to the status of darklords.

The Raven Queen

One of the great powers of the Plane of Shadow is the enigmatic figure known as the Raven Queen. She has the powers of a god, and she possesses great influence over the spheres of death, winter, and fate. In the Material Plane, cults have sprung up to worship her, and from these followers the Raven Queen draws great strength. Does that make her a god? It certainly seems to qualify, but some planar scholars are not so sure.

Little is known about the Raven Queen’s background. Rumors says she was a mortal sorceress who impressed an ancient god of death. Did she betray the god of death and steal his power? Or did she simply claim what was left behind? Can a god of death die? These questions all swirl around the background for the Raven Queen, but regardless she seems to have stepped into the mantle of a deity with dominion over death.

In the Plane of Shadow, she rules from the Onyx Citadel, a massive structure that moves around the Shadowfell at the Raven Queen’s wishes. Several temples run by deranged cultists lay scattered about the plane as well, and she has an ongoing feud with Orcus, Demon Prince of the Undead. The two have sparred through proxies countless times across the multiverse, but the Plane of Shadow is where their most fierce showdowns have taken place.

Shadow Hand Guild

Thieves and rogues have a natural affinity towards darkness, and many of them find solace in the gloomy twilight of the Plane of Shadow. The Shadow Hand Guild takes that a step further, however, and has actually established a home on the Shadowfell in Gloomwrought, the City of Midnight. Gloomwrought is a dark city ruled by various factions of petty and corrupt nobles, but underneath it all operates the Shadow Hand thieves. They rule from an elaborate series of sewer tunnels beneath the streets of the City of Midnight, and from there they run an extensive network of spies and informants. They watch not just the actions within Gloomwrought but as many major cities as they can.

Within their sewer tunnels, powerful wizards in the Shadow Hand Guild have constructed viewing portals that allow them visual access to many other cities. They operate a series of two-way portals as well, partnering with thieves’ guilds in major cities to provide easy access. Few but the most powerful members of each of these external guilds even knows about the Shadow Hand’s existence – most just feel a slight breeze as a shadow passes from a darkened corner into the night-filled streets.

The masters of the Shadow Hand Guild seem interested in accruing magical items and trinkets from across the multiverse, and they hoard these in secret vaults hidden within their sewer tunnels below Gloomwrought. Some of these they use as tests for initiates into the guild, while others are meant to deter or destroy uninvited guests.

Tenebrous Cabal

The Tenebrous Cabal is a loosely-knit organization of wizards and clerics dedicated to death and necromancy. They do not have much of a formal power structure and usually operate as individuals with their plans and schemes, but they do have one grand resource – the Bleak Academy. This large school in the Plane of Shadow is dedicated to the art of necromancy, and all members of the Tenebrous Cabal are graduates of the academy.

The Tenebrous Cabal was founded long ago by devotees of the archlich Acererak, and they constructed the original Black Academy over the site of the infamous Tomb of Horrors as a means of honoring their patron and teaching their skills to new generations. Through the actions of heroes and the indifference of Acererak, the Black Academy in the Material Plane was destroyed, but not before much of the knowledge was secreted away by the school’s vampire masters. They worked to recreate the academy in the Shadowfell, and there they built a dark and magnificent campus shaped like a great skull. They renamed it the Bleak Academy and created the Tenebrous Cabal to continue the study of the necromantic arts.

Most members of the Tenebrous Cabal are evil, and many are undead creatures seeking to expand their mastery over magic. Many horrors have been birthed in the shadowed halls of the Bleak Academy over the years, but not all who pass through become undead-loving necromancers. Some students and teachers are dedicated to understanding necromancy and its place in the grand arcane scale, and this kind of study does not lend itself towards evil actions directly.

The Umbral Chief

Long ago, on a distant Material Plane, there was a great barbarian chief from the savage tribes of the windswept steppes. He rose up and united his people, and drove them forth to conquer the civilized lands. He did this through influence from the Shadowfell, and he commanded great powers of shadow and deceit that he used in his bloody path of conquest. His enemies called him the Umbral Chief, and his legions of shadow-touched barbarians were ruthless and without mercy.

Eventually the Umbral Chief was defeated, but in defeat he was pulled into the Plane of Shadow for all eternity. Now he serves as a force for destruction and change in the Shadowfell. The Umbral Chief still leads his shadow-fed army, and his most loyal followers are known as umbral ones far and wide. They thunder on black shadow steeds across the gloom-filled landscape of the plane, and occasionally they cross into the Material Plane to wreak havoc and vengeance against the light.

The Umbral Chief is an undead behemoth of frightening strength and cunning. The final resting place for his bones lies in a secret barrow somewhere in the Plane of Shadow, and rumors say that a single bone shard from the Umbral Chief’s physical remains can grant fantastic powers to mortal warriors. Few have found the barrow of the Umbral Chief, but those that have sought it out say it lies somewhere in a great valley of darkness, guarded by hideous shadow monsters like no other.

Creatures & Denizens

Undead monsters are common in the Plane of Shadow, owing to its strong connection to the Negative Energy Plane. Other monsters do prowl the Shadowfell, however, so travelers should be on the alert for more than just undead.

Bone Weird

Bone weirds are insidious hunters of the Plane of Shadow. They lurk in cemeteries and graveyards, and often slither into the Material Plane through spontaneous portals in search of prey. A bone weird appears as a vaguely serpentine mass of bones, hundreds upon hundreds of them, topped by a large skull. The skull is usually of a large animal, such as a crocodile or moose, but it could be anything, and it is fused to the creature’s form.

Natural Manifestation. The bone weird is often mistaken for an undead monster, but it is truthfully a natural manifestation of the Plane of Shadow. It is believed that they come from graveyards in the Shadowfell, where the reflection of old bones coalesces into an elemental creature that forms and crawls out in search of food. Something in that process instills within them an evil mindset, however, and the bone weird delights in causing as much pain and suffering to its food as possible.

Bone Eaters. Bone weirds live off the bones of living creatures, and they do this by subsuming them directly from victims. Bones of deceased creatures can be eaten if the creature is desperate, but it seems to truly enjoy sucking the bones out of still living victims. The process is horrendously traumatic for the victim.

Giant, Death

Death giants are adopted inhabitants of the Plane of Shadow who have given over any shred of their Material Plane lives to become suffused with necrotic energy. They are thinner and stringier than their strength would indicate, and they dress in archaic armor reminiscent of a forgotten epoch long since vanished from the multiverse. Their skin is gray and no hair grows on their body. Death giants are cruel, merciless, and selfish, and see themselves as the true rulers of the Shadowfell.

From Conquerors to Slaves. The creatures that would become death giants entered the Plane of Shadow generations ago with intentions of glorious conquest. They came in great numbers and built titanic cities in the Shadowfell, but something in the plane eroded their very being. Refusing to give up, giant shamans delved into solutions, and they found that they could harness the souls of their countless slaves to sustain their forms while on the Plane of Shadow. They perfected the art of reaping souls, and in doing so they ended up replacing their own souls with shadowstuff, and they became death giants as a result. Their cities collapsed with no slaves to maintain them, falling into the darkness of the plane, and the death giants scattered, seeking out more souls to harvest in order to maintain their own existence.

Immortal Rulers. Death giants rarely organize together. Instead they surround themselves with lesser living creatures, both as a means of conquering their enemies and providing them with fresh souls in case situations turn against them. Some death giants still haunt the collapsed ruins of their former fortresses, and it seems as though the process of reaping souls keeps them effectively immortal.

Golem, Bone

Bone golems are agile guardians created from the discarded remnants of bones from all manner of creatures. Each is unique, but they generally appear as a tall humanoid with slumped shoulders and mismatched bones through its form. Only one skull is used in the creation of a bone golem, and this head forms the center piece of the construct. Bone golems are surprisingly quick and agile, and their cackle can paralyze the stoutest of warriors.

Origin. It’s difficult to pinpoint the origin of the bone golem. Certainly members of the Tenebrous Cabal excel at their creation, and the Bleak Academy in the Plane of Shadow is guarded by more than a few of these tireless constructs. But bone golems are mentioned in one of the earlier volumes of the Book of Shadows, which predate the Tenebrous Cabal by many years. Some scholars claim the Dark Powers gifted the secrets of bone golem construction to one of their darklord prisoners, and from there the secret escaped the mists and out into the multiverse.

Gwiddon

A gwiddon is an evil druid dedicated to the Plane of Shadow who has taken special steps to become an undead creature. This process was originally perfected by a deposed demon lord of the Abyss, but the secrets were stolen by the Raven Queen and spread to a circle of followers dedicated to rot and death. A gwiddon appears as a gaunt, desiccated human, skin parched and drawn tight against the bones. The creature’s voice is a raspy whisper that sounds like sand blowing across a desert dune.

Shadow Gardens. The Plane of Shadow contains a number of blighted, desecrated sites known as Shadow Gardens, each tended by one or more gwiddon and a flock of undead monstrosities. Terrible things grow in a Shadow Garden, each a dark and twisted reflection of the natural beauty contained within a standard garden, but there are some rare items that only grow there. Potent material components to certain shadow and necromantic spells can be harvested from a Shadow Garden, but the gwiddon never allows even a single leaf from being removed.

Circle of Rot. Gwiddons practice a blasphemous form of druidic magic tied to the Circle of Rot. Most druids around the multiverse view this as the worst kind of defiling magic, but there are some isolated regions where a gwiddon can be summoned and forced to teach the secrets of the rot magic to willing subjects. The natural vegetation around a shepherd of the Circle of Rot withers and dies, and the power of the druid is stolen directly from nature. Most druids regard such practices as beyond redemption and seek to end any signs of its use.

Nightshade

Some of the most feared beings that stalk the Plane of Shadow are the nightshades. Monstrously huge undead beings made of pure darkness and shadow, nightshades are mute guardians and hunters of the landscape. There are three known varieties of nightshades – the worm-like nightcrawler, the bat-like nightwing, and the lanky giant-like nightwalker.

Tied to the Midnight Stones. Scattered about the Shadowfell are strange circles made of massive slabs of a strange rock known as midnight stones. These standing circles rarely stay in one location for very long, but their presence is always marked by a congregation of nightshades. They do not communicate with one another, at least not in any perceptible way, but they do not interfere with one another either. Sometimes they converge on the midnight stones to deter some intruder or curious adventurer seeking to unlock the mystery of the circles, but just as often they simply act as they normally would but confined to a smaller region around the circle. No one knows how the nightshades are connected to the midnight stones yet.

Free Willed Predators. Each of the nightshades is an efficient hunter and predator, and sometimes they slip outside the Plane of Shadow and out into the Material Plane. Some powerful necromancers have learned ways to summon and bind the undead monsters to their will, but this is rare – the nightshades seem resistant to domination attempts. Nightshades live off the living force energy of mortal creatures, but they seem effectively immortal unless defeated in combat.

Nightcrawler

The nightcrawler is a titanic worm-like being, black and shadowy, with a gaping tooth-filled maw at its “head” that it uses to chew up dirt and opponents. It is blind, but it uses some unknown other sense to detect the presence of living creatures. It is capable of swallowing targets whole, and it can spew a cloud of necrotic gas to weaken foes before it slithers in for the final kill.

Nightwing

The flap of the nightwing’s huge bat-like wings is usually the only sound that precedes its lightning-quick attacks from the air. It uses its talons to rend flesh from bone, and it has a powerful anti-magic cone it can unleash to reduce magical effects to nothing. Nightwings are the only nightshades that are often encountered in pairs, flapping through the dark skies of the Shadowfell in search of a new meal.

Nightwalker

As large as any giant but gaunt and thin, the nightwalker is a fearsome opponent and skilled stalker of prey. Shadow monsters accompany them, though some believe this is a byproduct of their connection to the Negative Energy Plane rather than a deliberate ally, and their fearsome claws are capable of reducing the stoutest warrior to a quivering mess in an instant.

Odem

Dangerous, malevolent spirits that haunt the Plane of Shadow, odem are cruel and sly, a dangerous combination in the Shadowfell. Their natural form resembles a wisp of shadowy mist, but they much prefer to occupy the body of another humanoid creature for as long as possible. Some scholars have linked odem to ghosts, but the possession nature of the odem is much deeper and more sinister than a typical ghost. Odems that possess a humanoid gain all knowledge of the person’s life, allowing them to mimic it nearly flawlessly. During this time the original mind is shunted to the back without knowledge of their actions or plans, and the target’s mind can communicate only with the odem telepathically.

Spirits of Shadow. Odem are widely believed to be natural inhabitants of the Plane of Shadow. They are not undead, but instead elemental manifestations of pure shadow and darkness. While in possession of a body they retain their ethereal sight ability, allowing them to easily spot their own kind and to keep watch for creatures that might be able to threaten them.

Game of Hosts. Odems retain possession of a humanoid body for as long as possible, and they delight in their secret subterfuge. It’s a game to the odem, though rarely do others know they are playing, and they often have no long term plan other than surviving and causing mischief and terror. When an odem leaves or is forced out of a body, the host is left with a sense of great time loss – to them, one moment they were in one place, and the next moment they are somewhere completely different. Some communities call these poor unfortunates the vacated, and the name has stuck.

Shambling Graveyard

Shambling graveyards are monstrously evil manifestations of the soil in the Plane of Shadow. Suffused with necrotic energy, they lurch forth from cemeteries and burial grounds in the Shadowfell, and have been encountered in Material Plane locations with strong ties to the shadow plane. A shambling graveyard appears as a great mound of black dirt and mud, filled with tombstone shards and patches of oily green moss. They reach out with massive clumps of earth to pummel opponents, and are feared for their ability to completely engulf enemies in their suffocating bulk.

Risen by Fear. The process that creates a shambling graveyard isn’t exactly known, but there is a strong connection between a cemetery in the Material Plane and the mirror version in the Plane of Shadow that can birth them. However, not all such locations have shambling graveyards, so some planar scholars believe an extra ingredient is needed to give rise to these behemoths of blackened soil. Locations with strong emotions seem primed to feed a shambling graveyard and summon them in the Shadowfell so it is reasonable to assume fear places a pivotal role in their creation.

Midnight Stalkers. On the Plane of Shadow, where the sun never shines, shambling graveyards are free to roam in the darkness, though they typically keep to a territory marked by the cemetery that birthed them. When they make it to the Material Plane, they shun the light, though they suffer no actual penalties from its power. They prefer the deepest hours of night and usually choose to shamble forth during that time in search of fresh blood and flesh to consume.

Slime Shadow

Slime shadows are bubbling, semi-sentient masses of oozing darkness similar to black puddings. They devour wooden and metal objects, and they seek out the greatest concentration of this that they can sense. Slime shadows seem to occur spontaneously in the Plane of Shadow and have been encountered in all environments across the plane.

Sludge Drinkers. Slime shadows are often found near regions that contain necromantic seepage, and it is widely believed that the monsters actually feed on the black sludge leaking in from the Negative Energy Plane. The slime shadows are immune to the soul rot disease that afflicts other creatures and they ooze monsters are not above targeting weakened foes that happen to stumble into the seepage.

Hazards & Phenomena

The Plane of shadow is a dangerous place for the unprepared. The very air saps the will to live out of visitors, and spontaneous hazards like necromantic seepage and darklands can cause sudden and very real problems. Travelers to the Shadowfell be warned!

Darkland

Darklands are regions of intense cold and dread in a concentrated area on the Plane of Shadow. Typically, a darkland covers a radius of 1d20 miles, but larger and smaller zones have been encountered across the plane. Creatures that take a short rest in a darkland cannot spend any hit dice for healing and must succeed on a DC 14 Wisdom saving throw or suffer one level of exhaustion from the deep numbing cold. Creatures that finish a long rest within a darkland automatically gain a level of exhaustion and do not regain any hit points or spent hit dice.

This effect is more than just a physical cold, however. If a creature is immune to both necrotic and cold damage it is immune to the effect of the darkland, but only if it is immune to both damage types.

It is theorized that darklands are regions where the border between the Plane of Shadow and the Negative Energy Plane is thinnest. Sometimes this has an obvious source, and sometimes the source can be stopped so that the power of the darkland eventually fades away. In the Shadowdark below the surface of the Shadowfell, darklands are much more common and less obvious in their causes.

Fell Despair

An intangible but omnipresent feeling of dread and despair hangs over the entire Plane of Shadow. Creatures entering it from the Material Plane feel it immediately – an oppressiveness, as if the darkness had weight and was pressing in from all sides. It’s been described as suffocating and insufferable. For characters, spending too much time in the Shadowfell risks an effect known as fell despair.

After each short rest spent in the Plane of Shadow, characters must succeed on a DC 10 Wisdom saving throw. On a failure, the character is affected by fell despair. Roll 1d20 and consult the following table to determine the fell despair effect.

If a character is already suffering a fell despair effect and fails the saving throw, the new despair effect replaces the old one. Removing a fell despair effect requires spending half of the character’s Hit Dice during a long rest and succeeding at a DC 15 Wisdom saving throw. The calm emotions spell removes despair, as does any spell or other magical effect that removes a curse.

Necromantic Seepage

Pools of black and purple sludge occasionally bubble up from the ground in the Plane of Shadow, creating necromantic seepage. This thick fluid is lethal, and any living creature that touches necromantic seepage must succeed on a DC 14 Constitution saving throw. On a failure the creature contracts a debilitating disease known as soul rot.

Soul rot takes effect immediately. Creatures suffering from soul rot lose all of their available Hit Dice, and cannot regain Hit Dice or spend Hit Dice while suffering from the disease. They regain only half the normal hit points from magical healing sources and regain no hit points on a long rest. Victims show signs immediately as their skin becomes pale and deep shadows appear under their eyes and around the corners of their mouth.

At the end of each long rest, the infected creature must make a DC 14 Constitution saving throw. On a failure, the character suffers necrotic damage equal to one half of their maximum hit points. The infected creature must succeed on two saving throws to end the soul rot. If the necrotic damage suffered reduces the character’s hit points to 0 or lower, they die immediately and rise as a wraith in 1d4 rounds.

Shadow Stain

The Plane of Shadow’s connection to the Negative Energy Plane is strong, and in certain areas that vibrancy can increase the potency of undead creatures. These regions, known as shadow stains, usually cover 60-foot radius areas, and any undead creature inside the area of effect regenerates 5 hit points at the start of their turn as long as they have 1 or more hit points. In addition, any necrotic damage suffered by a target in a shadow stain deals maximum damage. It has been theorized that shadow stains are the result of powerful undead creatures expiring in the Shadowfell, and that some remnant of their strong link between the two planes remains and empowers similar creatures.

Mysterious Sites & Treasures

The Plane of Shadow is rife with wicked locations, evil cultists, and all manner of dangerous places, and sometimes characters have a need to pierce the veil of worlds and find these locations. Other times, they may find that the borders between the Shadowfell and the Material Plane are thin enough to draw out some of these fell sites and objects.

Balefire

A sword forged by death giants long ago, Balefire is a relic of ancient design and terrible purpose that drifts though time according to some unknown will. It is possessed with an intelligence that rivals many mortal wizards and has the ability to transform itself from one type of sword to another. It often disguises itself as a mundane dagger or shortsword, waiting to be picked up by the right wielder, before it latches its psychic tentacles into a target and consumes them with a burning rage.

Balefire can be commanded to ignite in purple flames, similar to a flame tongue sword, but its flames deal psychic damage rather than fire. The sword’s name also refers to the curse of balefire that consumes wielders that choose to hold on to it for too long – the insidious weapon causes madness as its power burns through the brain of the holder.

Balefire seems consumed with destroying every last vestige of death giant architecture and design, and drives its wielder to hunt down and demolish strongholds and cities once held by the powerful creatures. It holds some unknown connection to Kazzak’tul, and it is rumored that it was originally forged there and played some part in the great castle’s downfall. The secret to unraveling Balefire might be found somewhere in its vaults.

Barrow of the Umbral Chief

The Umbral Chief is a legendary figure within the Plane of Shadow, an individual of great strength and conviction who passed over from the Material Plane by sheer force of will. Long ago, the Umbral Chief was a barbarian king who united disparate tribes of the eastern lands in a distant Material Plane, and he used the powers of shadows and darkness to enhance his abilities. His horde conquered, but eventually he fell and was interred in a great lavish barrow high in the mountains of his homeland.

Then, unexpectedly, the Umbral Chief rose in the Shadowfell from where he was laid. He summoned forth spectral and shadowy forces and now wanders the darkened realm as a force of chaos. His barrow still remains, however, but it has passed fully into the Plane of Shadow. It holds the original bones of the Umbral Chief in an elaborate and richly decorated burial chamber deep beneath the mountains. It is guarded by the shades of the great chief’s most loyal bodyguards, but inside lay the treasure the conqueror collected in his legendary campaigns.

Bleak Academy

Founded by a trio of vampire masters, the Bleak Academy is a gothic school built in the Shadowfell focused on advancing the arcane and divine arts of necromancy. It was recreated from the pieces of the original site after being destroyed in the Material Plane due to its location above the legendary Tomb of Horrors, but since then it has seen quite a revival in faculty, students, and forbidden lore. The vampire masters formed the Tenebrous Cabal to help further their goals, and over the years they have attracted a large number of individuals with interests in the darker magical arts.

The Bleak Academy is built from bone white stone, but the vampires that control it can cloak the ground in a shadowy field to hide it from prying eyes. It also moves, though it’s unclear if this is just a natural part of the Shadowfell or if it’s a deliberate action by one or more of the Tenebrous Cabal leaders. Several towers spike up around the main building, which is shaped like a grinning skull, and in the center sits a planar observatory that only views the Negative Energy Plane. Intelligent undead of all kind populate the halls, along with would-be necromancers, death domain clerics, and others with an interest and aptitude in necromantic magic.

The library of the Bleak Academy is relatively small but contains the largest collection of dark tomes known in the Plane of Shadow. It is the prize of the Tenebrous Cabal, and one of the vampire masters can always be found within its book-laden chambers. Students and faculty are allowed to peruse the library’s collection, but visitors are not allowed to touch any of the books lest they risk the wrath of the Bleak Academy curse (which may be just a rumor, but so far has deterred most would-be thieves).

Circle of Midnight Stones

Scattered through the Plane of Shadow are curious circles of tall, monolithic stone blocks carved out of a unique and otherwise unknown rock. Known as midnight stones, these circles have been found all over the Shadowfell, from mountainous valleys to shadow-haunted forests to dismal swamps. It isn’t even know if there are multiple circles, or if there’s just one that moves around with greater frequency than the rest of the plane, but wherever it lands great evil manifests nearby. The prevailing theory is that a (the?) Circle of Midnight Stones is a direct communication tool to the Dark Powers that rule behind the scenes and create the Domains of Dread.

Thick billowing mists have been reported around the stones as well, lending credence to the connection with the Dark Powers, but to date no traveler or scholar has discovered the truth and lived to tell the tale. Evil creatures in the Shadowfell seem naturally drawn to the Circle of Midnight Stones, and it’s not uncommon to see nightshades in great number congregating around them. Do the nightshades have something to do with the midnight stones? No one knows for certain.

Evernight

Cities on the Material Plane usually have a dark reflection in the Plane of Shadow, but often these are empty, eerie locations filled with ghostly sounds but no actual inhabitants. One of the exceptions is the city of Evernight. Some strange plane-warping property of the Shadowfell creates a single Evernight but it is linked to every Material Plane, usually as a mirror of a major Material Plane city. On Faerun, the city of Neverwinter is located on the other side.

Evernight is a city ruled by undead monsters with no regard for law or order. The living are viewed as nothing more than chattel and food for the masses. Vampires, liches, mummies, ghosts, skeletons, zombies, and more wander the streets, and through some unknown accord peace is kept within the confines of Evernight. They trade and work in the shadow-filled city and though killings and murders are commonplace events there are no formal guards or laws.

Rumors persist that certain nobles within Evernight can grant living creatures a special boon that allows them to pass as one of the undead within the monstrous city, but finding and convincing one of the undead lords to do this has thus far proven impossible. Evernight is viewed as a safe haven for the living dead, but most of the inhabitants are selfish, cruel, hate-filled creatures so “safe” should be regarded as a very relative term.

Gloomwrought, City of Midnight

Gloomwrought is a thriving metropolis in the Plane of Shadow that exists uniquely in the plane only. It does not have a mirror in the Material Plane, and its construction hints at greater mysteries within the Shadowfell itself. It is situated on the shores of a storm-wracked sea of darkness, and its gloom-filled streets are oppressive and cold. The city is shaped like a crescent along a bay of similar size, with the streets and buildings dipping lower the closer it approaches the water’s edge, creating a bowl-like depression.

The city is ruled by Prince Rolan the Deathless, a human noble who has ruled for many more years than a human normally lives. He and the nobles of Gloomwrought govern with the help of the mysterious keepers – strange, somber, normally silent guardians and stewards of the city itself. The keepers were there before the residents, and the warlocks and priests claim they will be there after all the mortals have been consumed by the darkness of the plane. For their own part, the keepers seem interested in maintaining the city itself rather than enforcing any laws or keeping the peace.

The Double Dagger Tavern is a popular watering hole for travelers from the Material Plane seeking guides and information about the Plane of Shadow. Most of Gloomwrought’s citizens are transplants from other planes, though a fair number of shadowborn beings call the city home as well. The Raven Queen has a large following in Gloomwrought, and the Tenebrous Cabal maintains a strong position among the nobles as well.

Kazzak’tul

Death giants are dangerous wanderers of the Plane of Shadow, but once long ago they commanded great respect from impressive castles. Kazzak’tul was one of their greatest strongholds, and its ruins still dominate the icy shadow-filled peaks where it now resides in ruin and collapse. It was ruled over by four death giant warlords of great power long ago, each one controlling one quarter of the massive stronghold, but infighting and treachery tore the death giants apart. Two were killed, one was driven out, but it is rumored Kazzak’tul still holds the fourth, who wanders the now empty halls, madness claiming her mind and body.

The vaults below Kazzak’tul were said to hold a great treasure coveted by the death giants, but the stronghold’s remote location has deterred most adventurers from finding the site. Those that have found Kazzak’tul report that ancient wards still protect the lowest levels, and the remaining death giant warlord driven mad by some force vexes travelers.

Moon Towers

The Plane of Shadow is the home to a subrace of elves known as the shadar-kai. These mysterious beings keep to themselves, usually shunning the company of other creatures, and their works are rare and just as confounding. Moon Towers are perfect examples of this. These tall thin towers stand in remote regions of the Shadowfell, the result of ancient shadar-kai construction and shadow weaving. They are each roughly 300 feet tall made of pale gray stone, and at the top sits an orb. The orbs shed dim light in a short radius around the Moon Tower, but within that light the shadows are deeper and darker than the rest of the plane.

No doors or windows exist to access a Moon Tower, but somehow the shadar-kai are able to get in and operate the orb on top. They can direct its light towards a target up to several miles away, and the result is a deep well of shadows that grants a shadar-kai enhanced power. The exact nature of this power isn’t known, but it is thought that these shadow elves have found a way to tap into a true source of shadow power. Not just an aspect of Negative Energy, but a profoundly deep darkness.

Nightwyrm Fortress

Constructed before much of the Material Planes were even formed, the legendary Nightwyrm Fortress is the colossal home of the ancient shadow dragon Urishtar. It sits not on the Plane of Shadow but above it, in a titanic shadow storm that swirls miles and miles above the ground. Within the eye of the storm, the Nightwyrm Fortress moves across the Shadowfell, resting on fossilized stones from the time before the Inner Planes collided and formed much of the multiverse. Urishtar is one of the oldest beings known to exist, and it has collected treasures and secrets since time immemorial and placed them within the walls of its flying home.

Urishtar rarely leaves the Nightwyrm Fortress, instead using agents of shadow to do its bidding across the multiverse. What the shadow dragon’s goals are is anyone’s guess, as it seems to collect both powerful and mundane items and transport them back to the fortress via powerful shadow teleportation magic.

Onyx Citadel of the Raven Queen

Hidden away within the realm known as the Shadow of Shadows is the seat of the Raven Queen herself. Rising from a torrential tornado of souls stands her Onyx Citadel, a grim and monolithic structure constructed of polished black ice that resembles onyx at a distance. The soul storm that surrounds the citadel keeps most intruders at bay, but at the Raven Queen’s whim the storm can be abated to allow for travelers to enter her sacred home.

Within the Onyx Citadel the Raven Queen holds court. The cold is so great that any living creature that remains with its walls for more than a day freeze into solid blocks. She is attended to by monstrous consorts of all sorts, including massive undead shadows that she sends to do her bidding across the Plane of Shadow. The Raven Queen holds supreme power within the confines of the Shadow of Shadows and it is whispered that she sees everything that transpires within the Shadowfell through the use of her raven spies that can be heard but rarely seen all across the land.

Sitting at the edge of the soul storm that surrounds the Onyx Citadel is the Raven Queen’s greatest temple, Zvomarana. Here, acolytes of the Raven Queen come to attempt the grueling steps necessary to become one of her chosen, a sorrowsworn. Most die in the process, but those that succeed ascend to the Onyx Citadel and are tasked with specific duties across the Shadowfell.

Shadowdark

Below the ground of the Plane of Shadow lurks a labyrinth of tunnels and darkness deeper and more sinister than most things found on the surface. This is the realm known as the Shadowdark, and its tunnels stretch on for miles and miles in twisting, confusing pathways. The tunnels cross into massive caverns with lakes of necromantic sludge, or shadow ice filled chambers of supremely evil power. Most of the Shadowdark is enshrouded in a darkland, making travel difficult if not impossible for the unprepared, and monsters of darkness and death lurk in the night-filled caves.

There are rumors of a city of undead drow elves somewhere in the Shadowdark along with illithid elder brains and vampiric versions of normal Underdark denizens. Few have found good reason to explore the Shadowdark, and those that do come back with nightmares and little to show for it. Legends say the source of the Shadowfell, a great portal to the Negative Energy Plane, sits deep beneath the Shadowdark, which would explain the qualities of the underground realm. Could this portal be closed? Could the connection between the two planes be severed? It seems unlikely, but some planar scholars believe the only constant in the multiverse is change.

Ship of Horror

Oceans of dark water exist in the Plane of Shadow, the mirror images of Material Plane waters, but the storms that wrack the shadow oceans are constant and rough. Few travel them deliberately, but there is one vessel that has been seen that heralds dark and foreboding times. Sailors on the Material Plane refer to it as the Ship of Horror, and it is a moving portal to the Shadowfell that travels the seas, trapping ships in its shadowy wake and sending them to a watery grave in the Plane of Shadow. The Ship of Horror is said to be crewed by undead sailors under the command of a necromancer of terrible power, who is himself trapped aboard the vessel.

The Ship of Horror is only encountered at night, and it is always accompanied by thick mists that cut visibility. It is thought that the ship is itself a Domain of Dread and its captain a darklord, and certain aspects of the vessel bear this theory out. Rare is the encounter with the Ship of Horror that does not result in all hands being lost at sea in the Plane of Shadow. What does the enigmatic captain want? Some say he searches for a lost love that was swept overboard by a rogue wave, while others say he seeks fresh victims for his crew on their journey of the damned.