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Factions & Characters
Design & Development
Greg Bilsland

In the outline for The Shadowfell: Gloomwrought and Beyond, designers Erik Scott de Bie, Andy Clautic, and Matt Goetz were tasked with coming up with about a dozen key nonplayer characters (NPCs), as well as three new types of monsters and four factions. With roughly half the product dedicated to Gloomwrought, we knew that The Shadowfell box set would rely heavily on how detailed and compelling the city’s denizens were. Manual of the Planes offered a few Shadowfell figures, such as Prince Rolan the Deathless, but otherwise it was up to the designers to generate ideas.

When it came to developing these factions and characters, the developers—Logan Bonner, Chris Sims, and myself—put as much consideration into developing the story of the people and groups as we did the stat blocks. Gloomwrought is a city of ambivalence and pragmatism, so many of the characters and factions were not in positions to necessarily oppose the adventurers. Instead of making all the groups obvious antagonists, we instead tried to make sure most groups had fairly gray motivations, allowing them to even be allies to the adventurers—for a time.

Developing Gloomwrought’s Power Players

Prince Rolan proved a particularly challenging creature to design and develop, since he is supposed to be apathetic. In the designer’s initial turnover, Rolan had a mix of powers, presumably learned over his long rule of the city of Gloomwrought. As with many of the nonplayer characters, we tried to narrow the focus of the stat block, conveying just one or two key elements. In the case of Rolan, we wanted to try to capture his longevity in his powers. What kind of powers does a guy who’s lived for three centuries have? We took the designer’s idea about giving him regeneration and expanded it to give him two triggered powers, which should leave a nasty surprise for the heroes.

Prince Rolan

Triggered Actions
Life Siphon (necrotic)At-Will
Trigger: An enemy within 10 squares of Rolan and marked by him makes an attack that doesn’t include him as a target.
Effect (Immediate Reaction): Close burst 10 (the triggering enemy in the burst). The target takes 30 necrotic damage, and Rolan gains 30 temporary hit points.
Unnatural Life (healing)Encounter
Trigger: Rolan drops to 0 hit points.
Effect (No Action): Rolan does not die. Instead, he falls unconscious until the start of his next turn, when he gains 135 hit points. When he gains these hit points, all effects on him end, he becomes insubstantial until the end of his next turn, and he can teleport up to 6 squares as a move action until the end of the encounter.

One of the characters we had the most fun with was Veleris a’Lindesta, Sage of History. Veleris was a one of the designers’ new characters, and his stat block and story needed a little work. His original story from the designer had a single paragraph about how Veleris was a little mad and unstable as a result of the Shadowfell’s effects. It went on to describe how he might let them consult his library, though he might eventually grow covetous and attack them. We, the developers, really latched onto the idea that this guy could have multiple personalities—one, a harmless scholar; and two, a crazy wizard obsessed with gaining more knowledge. We pushed him into being more of an antagonist, and we updated his statistic block to represent these multiple personalities. We gave him traits normally associated with two-headed creatures, such as ettins, and we gave him a lurker-like rhythm for using powers, forcing him to switch between his relatively sane power, and his more corrupt, mad one.

Developing Gloomwrought’s Factions

One of the major challenges with developing and editing The Shadowfell: Gloomwrought and Beyond, was trying to sort out the relationship between all of the factions (and also getting their names straight, since they all seemingly contained some synonym for black or night). Once we managed to sort out the factions’ alliances, enemies and motivations, we began focusing on their mechanics. The main development work to be done was providing each faction its own unique feel—giving them unifying powers or traits that separated one group from another.

The Deathless Watch, which functions as the city’s watch (more in name than actuality), were originally unified by their ability to inflict the shrouded in gloom effect. We nixed that in development, since it’s a trait associated with the shadar-kai from Monster Manual 2, and not all members of the Deathless Watch are shadar-kai. As agents of Prince Rolan, we decided the Deathless Watch should have mechanics that mirror their prince, so we gave them the ability to generate and transfer temporary hit points, making them feel deathless. Balancing their hit points was tricky, since we weren’t sure how the ability to transfer hit points would affect their durability. We did some playtesting, and eventually settled on the right number.

Deathless Blademaster

Triggered Actions
Close Burst Life Mark (necrotic)At-Will
Trigger: An enemy within 5 squares of the blademaster and marked by it makes an attack that doesn’t include the blademaster as a target.
Effect (Immediate Reaction): Close burst 5 (triggering enemy in the burst). The target takes 10 necrotic damage and the blademaster gains 10 temporary hit points.
Life TransferAt-Will
Trigger: The blademaster gains temporary hit points.
Effect (Free Action): Close burst 10 (one ally in the burst). The blademaster transfers 5 or 10 of the triggering hit points to the target.

Deathless Berserker

Standard Actions
Close Burst Life Cut (weapon)Recharge if the power misses every target
Hit: 2d12 + 13 damage.
Effect: If the berserker hits two or more targets, the berserker gains 20 temporary points.

In the case of Midnight’s Own—the rebels who oppose Prince Rolan and his city guard, the Deathless Watch—we ended up keeping the designer’s proposed unifying trait. Basically, they had the ability to ignore difficult terrain in cities. However, we didn’t feel like that went quite far enough, since it’s not likely to come up every encounter. We added a climb speed, and Chris Sims had the idea of unifying members of the faction not through a single mechanic, but through their equipment. He proposed that the group, as rebels, would be more likely to use mundane weapons, the kind that workers would have access to. And so, we equipped them with nets, clubs, and quarterstaffs; we also wanted to give the artillery a sling, but unfortunately, the art had been finished by that point in the process, so we kept them with longbows.

The development process is often a balancing act—trying to preserve the designer’s vision, staying true to the art, while also balancing the mechanics to be neither too weak nor too strong. On top of that, in this book, the developers were also the editors, so we had to keep in mind how the book would fit and whether it was consistent throughout its different sections. The result, though, is a book that I think people will enjoy reading even if they never plan to adventure in Gloomwrought and the Shadowfell.

Greg Bilsland
Greg Bilsland is a producer for Dungeons & Dragons at Wizards of the Coast. His design credits include Monster Manual 2, Monster Manual 3, and Vor Rukoth. His current work involves coordinating the D&D Next playtest and helping plan D&D Insider and D&D organized play content. He keeps a gaming blog at and is active on Twitter (@gregbilsland).
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