Credits Suggested Reference Material

A Shadow over Pinewood is a monster hunting

Lead Designer: Vall Syrene horror - based adventure that takes inspiration
from multiple sources. Listed below are a
Additional Creature Statblocks: Vall Syrene number of films, books and audio links you can
use to inspire a great atmosphere for running this
Editor: Ayla Canning adventure.
Contributing Art and Artists: Patrick E. Pullen Books and Short Stories:
The Mist by Stephen King
Playtesters: The Shadow Over Innsmouth by H.P Lovecraft
Vall Syrene Film and Television:
Mogman Dubloon
Edward Hutton Alien (1979)
Ayla Canning The Thing (1982, 2011)
Caitlin O’Sullivan Higurashi: When They Cry (2009-2010)
Matthew Mutch Predator (1987)
Tony Parker Event Horizon (1997)
Ju-on: The Grudge (2002)
Some maps copyright Michael C. LaBossiere, used Stephen King’s “It” (2017)
with permission Pandorum (2009)
Annihilation (2018)
Some images obtained from https://pixabay.com, (Check out the Bear Scene for audio inspiration)
and used with permissions under the CC0 1.0 Audio and Sound:
Creative Commons Licence Yog-Sothoth 1 by Cryo Chamber
Azathoth 1 by Cryo Chamber
At the Mountains of Madness by Graham Plowman
Psyclopean by Altrusian Grace Media
London Fog by MONST3R
lb OST - “puppet” (Mary’s Theme) By Kouri
Mary’s Theme Creepy Carnival Mix By Alice Ito
Epic Dark Battle Music - Escape By Ebunny

Disclaimer: This adventure has varying levels of difficulty. Some groups may find it easy. Some may not. Vall Syrene and Co do not take any
responsibility for character deaths or total party wipes due to splitting up the party, chasing crazy cannibals in the fog, trying to swim in heavy plate,
going mad and eating your friends, murdering random NPCs, or using the phrase “We can handle it” when the DM says “are you sure that’s wise?”

DUNGEONS & DRAGONS, D&D, Wizards of the Coast, Forgotten Realms, Ravenloft, Eberron,
the dragon ampersand, and all other Wizards of the Coast product names, and their respective
logos are trademarks of Wizards of the Coast in the USA and other countries.
This work contains material that is copyright Wizards of the Coast and/or other authors. Such
material is used with permission under the Community Content Agreement for Dungeon
Masters Guild.
All other original material in this work is copyright 2018 by William Padgett & Vall Syrene and
published under the Community Content Agreement for Dungeon Masters Guild.

2
Contents
Introduction 4
Story Overview................................................5­
Chapter 1: The Creature 6
Notable NPCs of Pinewood............................9
Story Hook Suggestions.................................11
The First Encounter........................................12
The Grey Fog...................................................13­­
Chapter 2: The Huntress 14

Chapter 3: Beyond the Wall 16

Ambush in the Grey Fog.................................18
Chapter 4: An Unlucky Victim 20
The Marked Madness.....................................20
Chapter 4: An Unlucky Victim 22
Epilogue 1 & 2.................................................24
Appendix A 25
Bottled Joy.......................................................25
Midnight’s Bloom...........................................25
The Creature Stat Block..................................25
Creature Adaptation Table..............................26
Crystals of Power.............................................26
Appendix B 25
Creature Events Table.....................................27
Fog Events Table.............................................28
Midnight’s Bloom Event Table.......................29
Random Event Table.......................................30

3
Introduction
Deep within the forests and forgotten wilderness, a
hooded figure pulls an old, wooden cart along a dirt Running the Adventure
road; its wheels creaking under the weight of its A Shadow over Pinewood is a monster hunting
contents. horror set in a small village deep within a cursed
The figure stops abruptly, checking the crossroad forest, presented here as a short roleplaying
before them for brigands, or worse. adventure for a party of four 10th level
Content they aren’t being followed, they continue on, adventurers. A balance of character classes is
heaving the wagon behind them, the fluttering helpful, since the adventurers will face a variety of
fabric of a circus tent barely visible in the distance. The challenges. This adventure is designed to be
figure gazes toward the canopy, their eyes fixed on the completed in around 8 - 16 hours, or about 1 - 3
glimmering lights beyond the fog coated bridleway. sessions, depending on your party composition,
Corrin Greenleaf risks a smile and relaxes his choice of pacing, player actions, and ending.
shoulders. The last hurdle was in sight: a battered This book is meant for you, the Dungeon Master,
wooden bridge, stretching across a babbling brook. alone. It is recommended you read the entire
The cart squeals as he steps onto the rotting planks. adventure before attempting to run it.
He stops, checking the treeline for signs of movement. This book assumes that you have access to the 5th
edition Player’s Handbook, Dungeon Master’s Guide,
Nothing. and the Monster Manual.
The Monster Manual contains stat blocks for most
He rubs his eyes with a muddy hand, smearing his
of the monsters and NPCs found in this adventure.
face with black streaks. He must be getting tired, but
Descriptions and stat blocks for new monsters and
the village was close by. He could see the lights of
quest items are provided in appendix A, at the end
Pinewood glistening beyond the fog. He steels himself
of this PDF, or during the chapters in which those
and makes the final few steps across the bridge, the
creatures or items are present. When a creature
cart shouting in protest, as if bellowing a warning,
or notable object name appears for the first time,
that came but a moment too late.
it will be highlighted in bold, and will have a page
Corrin screams for help as the creature drags his feet
number reference in brackets alongside it, directing
from under him. He stabs it wildly, desperation taking
you to either the Monster Manual (MM), or
hold of his senses until his once vibrant guild robes
Appendix A of this adventure (App.A).
become slicked with blood. His vision blurs as his skin
goes pale. He tries to scream as a tongue slips across Spells and nonmagical equipment mentioned in
his cheek, but utters nothing but a whimper. the adventure can be found in the Player’s
With a dull crack, his body falls limp. The creature Handbook. Any Magic items are described in the
shudders, stooping over the halfling as tears splash Dungeon Master’s Guide (DMG).
into the blood-soaked ground. A gnarled hand caresses There is also a collection of random event tables in
his cheek softly, before the tears give way to a eerie, Appendix B, used to maintain a sense of tension
throaty chuckle of excitement. during the adventure, or help point players in the
The cart rocks backwards , the squeal of its wheels right direction, should they find themselves losing
drowned out by the sickening crunch of bone. It the trail of the creature, or simply to flesh out the
trundles into a small ditch as the creature drags the adventure if you feel the players are going through
corpse into the treeline, and the woodland falls silent it too quickly.
once more.
A note on battle maps
This adventure has been written to be used without
battle maps for a “theatre of the mind” approach.
This is due to our own minds easily being able to
create a far more terrifying scene or feeling than
what can be laid out on paper. If you do wish to use
4 maps however, you can find smaller examples
scattered throughout the adventure, and larger
maps bundled in a zip file alongside this PDF.
 first. The creature is no ordinary monster, and its
Story Overview defeat will require all the party’s wit and
The adventurers find themselves on roadways
quick-thinking, lest they become another meal on
leading to Pinewood, a bustling market village that
it’s ever-expanding list.
once a year hosts a week-long festival,
celebrating the year’s bountiful harvest with a The adventure ends when either the creature or
collection of games, stores and performances. the characters are defeated, or if the festival ends
The party will be hired by a huntress called Synthia with the creature still alive. Your goal as Dungeon
Fletcher to help her hunt down a strange creature Master is to keep the creature in play for as long as
that she has tracked to the outskirts of Pinewood. possible, using all of its guile and cunning to kill
She will explain that the creature appears to be the characters or outsmart them and remain alive
drawn to the joy of creatures on the material plane, until the festival ends, when it can then safely stow
and the most innocent and carefree of citizens in away with the remainder of the circus folk when
Pinewood are the the creature’s choice of meal. they leave Pinewood.
Synthia will offer them safe passage to a location of Adventure Structure
their choice using a spare carriage/vehicle she has
been repairing, and will also offer payment for the This adventure is driven by the cat and mouse hunt
party’s services in the form of a collection of between the adventurers and the creature over the
mystical crystals she has in her possession. The course of the week-long festival.
creature will have also attached itself to one player Chapter 1 outlines the creature’s origin and its
character upon their arrival near Pinewood, and will goals, and suggests a number of story hooks that
hunt them relentelessly until the party find a way to can be used to draw your party into the village of
defeat it. Pinewood. It also introduces notable NPCs, details
There are 3 NPCs of importance in this story. the rules surrounding the grey fog, and outlines the
Synthia Fletcher, the huntress that hires the party, first encounter of the adventure.
and the main source of information for the
Chapter 2 introduces the characters to Synthia, and
adventure. Mirigad Firelight, a gnomish ringleader
the first objective of the adventure.
of the Circus currently in Pinewood, and Usaliti, a
mute performer whom the creature has devoured Chapter 3 outlines the second encounter in the
and taken the identity of. adventure, and takes the party beyond the walls of
The village of Pinewood is situated in a vast forest Pinewood and into the mysterious dark fog.
and surrounded on all sides by a babbling river. At Chapter 4 introduces Mirigad and Usaliti to the
night, the thick woodland beyond the river is group, and the second objective of the adventure.
covered in an eerie, grey fog that makes work Chapter 5 outlines the final encounter of the
outside the walls difficult and dangerous. The adventure - a final attack against the creature to
locals grow most of their crops in clearings slay it once and for all.
throughout the forest, but never leave the safety
of the village walls after nightfall, lest they become Party Composition and Difficulty
prey to the wild beasts that inhabit the woods.
Certain party compositions will fare differently to
For the people of Pinewood, it is a hard life to live, others during this adventure. A party consisting of
but a rewarding one. The annual festival draws many combat capable characters but only one
trade from all over the region, transforming the investigative or intelligent character could soon
entire village into a thriving marketplace that swells find themselves in trouble, should that character
with exotic and mysterious visitors and wares. To be put out of commission or unavailable, while a
be part of the community in Pinewood means to be party focused heavily on squishy characters will
hard-working and close knit. Rarely does the village certainly struggle in combat encounters. Consider
encounter any problems the community cannot how your party might react to certain events, and
solve and never has there ever been a danger that don’t be afraid to throw more hints at them if it
has crept past their walls, until now. looks like they are heading in the wrong direction,
With a mysterious and bloodthirsty creature or avoid certain events that could cause a total
roaming the crowded streets and fog-filled forests, party wipe early on in the adventure.
the adventurer’s best hope of survival will be to 5
find the creature and kill it before it finds them
Chapter 1: The Creature
The creature in this adventure has no particular Adapting Form
name. Instead, it is simply known as The Creature.
Inspired by horror classics such as The Thing and Each time the creature successfully devours a
Alien, or Japanese horror and anime such as humanoid victim, it gains an additional trait from
Higurashi: When They Cry, the creature should the creature adaptation table shown on page 8. The
always be described as vaguely as possible unless creature can only devour one creature in this way
a member of the party manages to actually see it per day, and can only gain a maximum of 3 traits. If
properly or if the creature chooses to reveal itself. it gains another, it must replace one it already has.
The images shown on the following pages are great It will still hunt other animals, but will not gain any-
examples of what forms the creature could take, thing other than sustenance for the day. You can
though feel free to make it as horrific and use the Creature Events table (App. B) to find out
uncomfortable for your players as possible. how successful the creature has been hunting each
night, or simply adjust the creature’s successes
based on your party’s progress.
Creature Goals and Origin
The creature’s goal is simple: to feed on as many Voracious Intelligence
people as possible during the festival while
remaining hidden to avoid mass panic. In addition to the feature above, each time the
The creature originated from the plane of creature successfully devours a victim, its
shadowfell, created there by a mix of necromancy Intelligence ability score increases by 1, to a
magic and failed rituals. Having no maximum of 22. As the creature becomes more
comprehension of mortal feelings, it is attracted to intelligent, it will also become more likely to set
the joy expressed by individuals of the traps or ambushes for the characters, especially if
material plane. It approaches joy with enthusiasm, a character has a particularly attractive personal-
but when that joy turns into fear, the creature is ity or positive attitude. It will only attack at night,
bathed in adrenaline and excitement; often and only in poorly lit areas of the festival, where
weeping or giggling uncontrollably while screams of panic can easily be drowned out or mis-
it tries to emulate the laugh or interpreted as exclamations of joy or excited shock.
happiness said creature had The greater its Intelligence, the more devious and
previously displayed, dangerous the creature will become, learning from
before eventually the character’s actions and adapting against tactics
devouring them. used against it in previous encounters.

Devouring a Player Character

If a player character is unfortunate enough to be
killed and devoured by the creature, the creature
gains a +2 bonus to its Intelligence, instead of the
normal +1. In addition, the maximum number of
traits it can have increases by 1.

A Shapechanging Terror
As an action, the creature can polymorph itself
into a humanoid it has consumed. The creature
uses this as its primary method of hunting prey
while remaining undetected. During the festival,
it will take the shape of traders and tourists to
remain in plain sight for as long as it can;
bathing in the excited laughter and joy from the
6 crowd until it gets the urge to feed. Drunken in-
dividuals, busy traders and those lost among the
throng of tourists make easy prey for the creature.
The Creature Night Stalker. While in dim light or darkness, the creature
can take the hide action as a bonus action.
Medium monstrosity (shapechanger), chaotic evil
Armor Class 18 (natural armor) Shapechange. The creature can use its action to
polymorph into a small or medium humanoid it has
Hit Points 170 (20d8 + 80) recently devoured. Its statistics, other than its size, are
Speed 50 ft. climb 30ft the same in each form. Any equipment it is wearing or
carrying isn’t transformed. It reverts to its true form if
STR DEX CON INT WIS CHA it dies.
19 (+4) 17 (+3) 19 (+4) 15 (+2) 14 (+2) 14 (+2) Actions
Saving Throws Int +7, Wis +7 Multiattack. The creature can use its Frightful Presence. It
Skills Atheletics +9, Deception +7, Perception +12 then makes three attacks with its claws.
Performance +7 Claws. Melee Weapon Attack: +9 to hit, reach 5ft., one target.
Damage Immunities poison Hit: 18 (4d6+4) slashing damage. If the target is medium
or smaller, it is also grappled (escape DC 17), and the
Condition Immunities charmed, frightened, poisoned
creature can’t grapple another target until this grapple
Senses passive Perception 22 ends.
Languages Understands common, but can speak only Frightful Presence. Each creature of the creature’s choice
mimicked laughter or screams from devoured victims. within 120 feet of it and aware of it must succeed on a
Challenge 13 (10,000 XP) DC 17 Wisdom saving throw or become frightened for
1 minute. A frightened creature can repeat the saving
Adapting Form. Each time the creature devours a target, it throw at the end of each of its turns, with disadvantage
gains one random trait from the creature if the creature is within line of sight, ending the effect
adaptation table, and increases its Intelligence score on itself on a success. If a creature’s saving throw is suc-
by 1, to a maximum of 22. For every 2 traits the creature cessful or the effect ends for it, the creature is immune
gains in this way, its Challenge Rating increases by 1. to the creature’s Frightful Presence for 8 hours.

Magic Resistance. The creature has advantage on Devour (1/Day) . The creature spends its action to devour
saving throws against spells and other magical effects. the flesh of one dead humanoid it can see within 5 feet
of it. The target’s internal organs are consumed, and it
Regeneration. The creature regains 10 hit points at the can only be revived with magic using a spell-slot of 5th
start of its turn. If the creature takes damage from a level or higher, such as the Reincarnate spell, or Revivify
weapon coated with Midnight’s Bloom, it cannot cast at 5th level.
regenerate hit points using this feature until the start
of its following turn.

7
Creature Adaptation Table
D12 Trait Description
1 Aggressive Attacker As a bonus action, the creature can move up to its speed toward a
hostile creature it can see.
2 Ambusher The creature has advantage on attack rolls against any creature it has
surprised.
3 Adrenaline Surge If the creature is subjected to an effect that allows it to make a saving
throw to only take half damage, it instead takes no damage if it succeeds
on the saving throw, and only half damage if it fails.
4 Fear Lover The creature has advantage on melee attack rolls against any creature
under the effects of the frightened condition.
5 Hard to Catch The creature can take the Disengage action as a bonus action on its turn.
6 Rapid Regeneration The creature’s Regeneration trait grants it 15 hit points instead of 10.
7 Apex Hunter The creature can turn invisible as an action or bonus action.
8 Relentless Once per long rest, when the creature is reduced to 0 hit points, it can
make a Constitution saving throw with a DC equal to half the damage
dealt or 10, whichever is higher. On a successful save, it drops to 1 hit
point instead.
9 Powerful Strikes The creature’s damage die becomes a D10. This trait increases it’s CR by
1 immediately.
10 Alluring Presence The creature can use an action to force one creature it can see within 10
feet of it to make a DC 17 Wisdom saving throw. A target hostile to the
creature makes this save with advantage. On a failed save, the target is
charmed by the creature for 1 hour. This effect ends early if the target
takes damage from another creature.
11 Winged Predator The creature sprouts a pair of leathery wings, gaining a flight speed of 30
feet.
12 Death Blow If a creature hits a target that is surprised, that attack is a critical hit. This
trait increases its CR by 1 immediately.

8
 the point and respectful of others, and has little
Notable NPCs of Pinewood time for companionship.
Here you can find the notable NPCs used in this Race. Synthia can be any race you deem
adventure, a brief background for each one, and appropriate for your setting, but she was initially
any additional features each NPC has. written as a half-elf.
It is important to note that even though Usaliti is Stat Block. Synthia uses the Spy (MM, pg 349)
technically already deceased, the creature will be stat block. Her sneak attack deals 10 (3d6)
mimicking her personality to maintain its facade, damage, instead of the usual 7 (2d6). She is
so she should be played as if still alive. proficient with medium armor and wears a mythril
chain shirt (DMG, pg 180) beneath her clothes,
Mirigad the Ringmaster granting her an AC of 15.
Mirigad is a ringmaster and owner of Mirigad’s Inventory: Synthia has the following items in her
Marvelous Circus, the travelling circus that is inventory:
currently established in Pinewood for the festival. 1 potion of healing (DMG, pg 188), an explorer’s
He is a likeable character that is rather easily pack, traveller’s clothes, a mythril chain shirt, a
panicked, though is able to maintain his silver dagger, hand crossbow (10 bolts), 3
composure when performing. mysterious crystals (Crystals of Power, App A.), and
a flametongue shortsword (DMG, pg 170)
Alignment. Mirigad is neutral good. He tries to (attuned).
respect the boundaries of the law and law
enforcement, and ensures his performers are well
looked after.
Personality. Mirigad is an amicable, approachable
character, though not entirely too bright. He has a
slight gambling problem that he does manage to
keep under control most of the time. He is friendly,
excitable and stammers slightly when nervous.
Race. Mirigad can be any race you deem
appropriate for your setting, but he was initially
written as a halfling.
Stat Block. Mirigad is a ringmaster that uses the
Commoner (MM, pg 345) stat block, and has a
performance modifier of + 4.
Inventory: Mirigad keeps little on his person. He
has the following items in his inventory:
Performer’s clothes, a small ivory dagger worth
10gp, and a bottle of joy (App A).

Synthia the Huntress

Synthia is an accomplished huntress, well known
in a few mercenary circles as a monster hunter for
hire. She wields a hand crossbow and shortsword,
and was trained by her mother after bandits
attacked her village many years before.

Alignment. Synthia is neutral good. She tries to

respect the boundaries of the law and law
enforcement when she can, but can be convinced
to break the rules if it is for a worthy cause.
Personality. Synthia is very worn by her battles
with the creature, and a grizzled veteran of 9
monster hunting, though she fears this hunt may
be far too outside of her abilities. She is blunt, to
Usaliti the Acrobat
Usaliti is an acrobat that was mute from birth. She
communicates through smiles, simple gestures,
and sign language. Other performers in the circus
know rudimentary sign language and can easily
communicate with her. She joined the circus from
a young age after her father passed away from
illness. Her mother died in child birth. She is a
valued member of the circus and helps Mirigad
with his accounts.

Alignment. Usaliti is chaotic good. She can be a

bit of a troublemaker, but always tries to do what’s
best for people, even taking in stray animals off the
street to nurse them back to health.
Personality. Usaliti is charming, sweet and friendly
to everyone. She will be more than happy to offer
assistance for people’s problems, and though she
cannot speak, she is happy to listen.
Race. Usaliti can be any race you deem
appropriate for your setting, but she was initially
written as a human around 5 feet 5 inches tall.
Stat Block. Usaliti uses the creature’s stat block
(pg 7), as the creature is simply using her
personality and image to disguise itself after
devouring her two weeks prior.
Inventory: Usaliti has little of note on her person.
She has a locket with a picture of her mother, and
wears simple common clothes when not
performing in her acrobat costume. She has 5
silver pieces in a bag around her waist.

10
 through milky, white eyes and smiles a toothless grin.
Story Hook Suggestions You glance down at the barely legible writing scrawled
Here you can find a small collection of story hook upon the parchment in your hands, only to glance up
ideas to help draw your players into visiting a moment later as her grinning face vanishes into the
Pinewood and the surrounding areas, or help to crowd.
meld the village of Pinewood into your campaign. As you read the words aloud, you feel a cold, icy chill
Those paragraphs written here in italics can be run down your spine, and a breeze of magic drift
read aloud to your party as rumors or particular through the air.
story events to help sow the seeds for this
adventure. “The feast has begun. Along the bramble pass the
beast hungers. The cycle begins anew, traveller.
The Cursed Forests of Barovia Welcome Home.”

Many speak of the cursed lands of Barovia, home to Note: This one opens the adventure up to a little
the horrific Vampire Strahd von Zarovich. But within more backstory for the creature. Perhaps the
the blighted forests, nestled on the outskirts of the creature is part of a ritual that is ongoing, similar
Vampire’s control, sits the small village of Pinewood. to traditional horror stories that require the luring
Almost in a pathetic attempt to show defiance to the of particular individuals in order to ‘sate’ the beast
morbid lands in which they reside, each year the for another year?
commoners host a festival to celebrate surviving Or maybe instead, the group have become
another year of turmoil and strife. unknowingly cursed by a hag looking to profit from
Unbeknownst to them, however, Strahd finds this the chaos and fear the creature brings with it?
festival.. interesting, to say the least. After all, it’s
certainly a profitable way to draw in new creatures to
Howls of Terror
play with...
You awake that night to a horrific scream, echoing
The Disappeared across the landscape. You pull yourself upright, alert
and ready for battle, but only silence meets your
Help me find my missing boy! He vanished into the ears. You stare across the horizon towards the forests
woodlands with his father, Iridell, almost a week ago, beyond, feeling a cold shiver run over your skin. You
but has never returned. My poor husband’s body was calm yourself, chalking it down to a nightmare before
found mutilated along the river embankment, and I a bloodied hand clutches your shoulder and wheels
fear the worst may have happened to my son as well. you around.
Please, if anyone knows anything, I will be heading to “Help...Me...” The figure whispers through gouts of
Pinewood village at first light to look for him, so you fresh blood. It’s eyes blank and hollow, and it’s entrails
can find me there. Ask around for Marla Brandywilk, leaving a wet, red stain on the floor.
I’ll not be hard to find. “The Bramble...Pass...It...It..”
With a sudden scream of fear, it lunges forward
Note: Marla will have gone out searching for her towards you before vanishing in a cloud of black
son at night, and will have been attacked by the smoke. You hold yourself upright, shaking for a
creature. Whether the party finds her and her son moment as you try to regain your composure. You
alive or dead (or at all) is down to you. remember a mention of a bramble pass. In fact, you
Do note, however, that this particular hook might could have sworn it wasn’t far from here...
expand the adventure to take longer than originally
intended. Note: This is a slight spin on the last actions of
Marla uses the Commoner (MM, pg 345) stat block, poor Corrin Greenleaf, who, in his final moments,
and has on her person a picture of her son and a used his minor magical power to reach out to
simple shortsword. anyone nearby who could help save him. Alas,
his death cry was in vain, but might it have been
A Witch’s Prediction enough to draw in adventurers capable of slaying
the creature once and for all?
A strange figure approaches you, bumping into you
11
and thrusting a battered map into your hands. As you
try to hand it back, confused, the woman looks at you
 The Combat
The First Encounter
In this section you can find details on the first During this combat, the creature will choose one
encounter in the adventure, which takes place on player character it deems most suseptable to either
the road to Pinewood, known as Bramble Pass. An fear or joy and attach themselves to that character
image of Bramble Pass is shown on page 13. for the duration of the adventure. When encounter-
Below is a small extract you can read out to your ing the creature again in later chapters or random
players to help set the scene. For the best results, events, the creature will always choose to target
the party should arrive at the Bramble Pass late that character first, unless there is no viable way to
into the evening, when the sun is beginning to set. do so.
During this combat, the creature will focus on one
Introduction to Encounter
creature at a time, and attempt where possible, to
Small branches snap underfoot as you continue down drag them off the Bramble Pass and into the grey
the muddy path to Pinewood, flickering lanterns fog.
helping to guide your way. The trees either side of you If the creature successfully reduces a character to 0
rise up toward the sky like vast towers of wood, their hit points, it will drag them away into the grey fog
branches intertwining, forming a dense canopy that before leaving them stable. If the party reduce the
bathes the forest in a dim, greenish light. creature to 0 hit points, instead of dying it will
You feel a cold wind brush against you as a thick mist retreat, disappearing into the grey fog or
begins to settle beyond the dull bridalway. clambering rapidly into the treeline and vanishing
Your pace slows, leaves littering the floor cracking from sight.
slightly, with gentle, barely audible pops. You glance Note: If a spell or other effect would kill the
around the pass, seeing the low hedges vanish as the creature or banish it to another plane of existence,
fog creeps ever closer. it will remain dead for 2 days before reappearing in
You stop, drawing your weapons carefully as you see the forests around Pinewood. The creature can only
the sickly yellow eyes of a humanoid figure staring at be completely defeated by killing it with a weapon
you from within the grey haze. Unmoving, coated in Midnight’s Bloom, which the character’s
unflinching, the figure stares, it’s form covered will discover when encountering Synthia later in the
under the unsettling green light. Suddenly, it adventure.
unleashes a harrowing scream and skitters across the Encounter Battle Map
ground towards you!
This encounter takes place on a dirt road covered
with canopy leaves. The road is 10 feet wide, and
should be at least 40 feet long to give characters
and the creature ample but tight room to
manuever. There is thick forest on either side of the
road that counts as difficult terrain, which does not
affect the creature’s movement.

12
The Grey Fog Encountering Creatures in the Grey Fog
The mysterious grey fog that surrounds Pinewood Creatures with an intelligence of 5 or lower, such as
at night is a magical fog of madness. Creatures who beasts, are transformed into twisted monstrosities
spend more than ten minutes within the fog and of their former selves, and crave only the minds of
breathing it in without magical protection must those not afflicted with madness. When encounter-
succeed on a DC 15 Charisma saving throw or suffer ing a beast or creature from within the fog, that
a level of short term madness (DMG, pg 259) that creature uses it’s ordinary stat block, but changes
lasts for 1 minute. For each additional hour a it’s type to Monstrosity, and deals and additional
creature remains in the fog without a level of short 2d6 cold or necrotic damage on a hit, depending on
term madness, they must make another saving whether they have been afflicted with more traits
throw, with the DC increasing by increments of 5, to from Shadowfell (necrotic) or Pandemonium (cold).
a maximum of 30.
The fog borders the Shadowfell and to an extension,
Battling the Grey Fog
Though it originates from multiple areas of the
Pandemonium, and infuses creatures that remain
forest at once, the fog cannot cross or exist within
within it for too long with elements of the
5 feet of fresh water magical or otherwise, and as
maddening magic that lies there. If a creature with
such cannot cross the river surrounding Pinewood.
an intelligence of 6 or higher spends more than 6
If water is spread on the ground near the fog, the
hours within the fog at any given time, it
fog will remain 5 ft away from the area for 1 minute
immediately becomes afflicted with indefinite
or until the water dries, or evaporates, whichever
madness. The Creature is immune to the effects of
comes first.
the Grey Fog.

13
© Michael C. LaBossiere
Chapter 2: The Huntress
This chapter outlines the meeting the players have Discussing the Creature
with Synthia the Huntress. At this point, the
players should have reached Pinewood, and settled If the party express their interest in learning more
down in a tavern somewhere to recover from their about the creature, Synthia will explain to them
encounter or gleam more information about the that she has been hunting the creature for the past
creature. week. She lost the trail a couple of weeks before,
but managed to pick it back up again after hearing
Below is a small extract you can read out to your about the festival here and coming to check it out.
players, or simply use as reference material for the She will inform the group that the creature appears
introduction of Synthia. to be attracted to joy and fear in equal measure,
and whatever it is, it seems to be able to change its
shape to blend in with its surroundings. She’s tried
Introduction to Chapter 2 to kill it before with another group, but only recent-
As you settle on one of the many tables crammed into ly discovered that the creature is only vulnerable
the tavern, you see a woman leaning against the bar, to a particular type of plant, known as Midnight’s
her eyes gazing in your direction. She taps the sword Bloom (App A).
on her belt, adjusting it slightly, and heads over to She will also explain to the group that the creature
meet you. has a tendency to obsess over a particular
Pulling up a chair, she places herself unceremoniously individual, hunting them relentlessly until they
at the table, and signals the barmaid for a mead. manage to consume them. The creature’s target
Looking at you up and down, she takes a swig from will suffer strange nightmares when sleeping, and
her hip flask and fixes you with a steely stare. marks will begin to appear on their skin. It will be
“I’ve seen that look before. Once. You’ve seen it at this point the player character chosen by the
haven’t you? I could use someone of your talent to creature will notice such markings on the palms of
help me out, if your interested.” their hands.
She takes another swig from her flask as the barmaid
returns with the mead, and pushes the drink towards
you.
“The name’s Synthia. And I get the feeling I’m
hunting what you just met.”

14
Midnight’s Bloom A creature can coat a weapon using a 10 gram bag
of Midnight Bloom as a bonus action on their turn.
Midnight’s Bloom is a mystical flower with a The coating lasts for 1 minute before flaking off.
pinkish hue. The flower only blooms under the light
of the moon while rooted and within the Grey Fog,
between the hours of 10pm to 4am. Harvesting
A Hunter’s Lament
the plant while it is not in bloom prevents it from Synthia will explain that she cannot venture out
blooming in the future. into the fog alone as it is too dangerous, and also
The flower grows around an hour’s walk from the explain the threat of other twisted creatures that
Pinewood, main gates, in the deeper recesses of reside in the mists.
the forest. It can mostly be found in small clumps She will request the party help her hunt this
of between five and ten flowers, near the base of creature that has eluded her for so long, especially
moss-coated trees. as it’s next target could well be the marked
Midnight’s Bloom can be located with a character, and that the creature will not rest until it
successful DC 15 Intelligence (Nature) check, made eventually has them in it’s grasp.
with advantage if the searching character has any As an additional reward, she will present the party
additional proficiencies with botanical tools. Each with free travel and guidance to anywhere they
flower takes 1 minute to harvest, and requires a require within the region, and offer a collection of
successful DC 17 Wisdom (Survival) check. 3 precious gemstones (Crystals of Power, App A.)
A failed check results in the flower being lost. A that pulse with a mystical energy, worth 1,200gp
successful check yields 1 gram of Bloom Pollen. each if sold to an interested trader.
Synthia will require 10 grams of Bloom Pollen in She will also offer her services in a future
order to coat a single weapon effectively enough endeavour, should she survive this hunt and the
for it to harm the creature. players require her assistance.

Rest and Prepare

Synthia will cover the costs of the party staying at
the tavern for the night, and give them a day to
prepare before setting out beyond the walls of
Pinewood. This gives the characters an opportunity
for a long rest and to plan their next move.
You should take this opportunity to roll on the
Creature Event table in Appendix B to see what the
creature does that night, and how it might
affect the marked party member.

15
Chapter 3: Beyond the Wall
This chapter outlines the second encounter in the
adventure and the journey beyond the wall, into the
Setting Foot Beyond the Wall
forests surrounding Pinewood. Traversing the Grey Fog is not an easy task. Strange
During this chapter, the festival in Pinewood will be whispers can be heard within the mist, while
extremely busy, and the village guards (LG, MM pg screeches and cackles permeate the air above.
347) will be on high alert for signs of mischief. While in the forest, unless the characters find a way
The group will not be allowed outside after to disperse the fog in front of them, the area is
nightfall (around 8pm), should they attempt to considered difficult terrain, and is heavily obscured.
leave through the main gates, or in sight of the Light on the woodland floor is sparse, with the
village guard. forest canopy blocking much of the moonlight
from passing through and illuminating the ground
Below is a short introduction you can use to set the below. This leads to small pockets of light
tone once the characters cross the river, enter the appearing and disappearing at random intervals
forest, and the Grey Fog begins the creep across throughout the night. You can roll on the table
the landscape. below at random intervals during this chapter to
define the level of light available to the party as
Introduction to Chapter 3 they persist through the woods.

You feel the familiar crunch of canopy leaves beneath Light Level
your feet as you trudge through the forest D4 Level Description
undergrowth. A rush of cold, biting wind around your 1 None The forest becomes pitch black as the
feet gives you the sudden feeling of plunging into icy canopy blocks all moonlight.
water. You look down to see a thin layer of grey fog
2 Dim The area is bathed in dim light, which
drifting lazily atop the muddy earth. You hear a faint, casts obscure shadows in the fog.
garbled scream in the distance. Could it be from the
3 Normal There is enough light for the group to
festival, or perhaps further beyond the thick fog now
see normally, and the fog no longer
rising above your feet? The canopy thickens, creating
counts as difficult terrain.
thin streaks of moonlight and peppering the forest
in deep patches of darkness. You steel yourself as the 4 Bright Moonlight bathes this area in a bright
light. The fog only lightly obscures the
haze rises above your head, and march on, eager to
groups vision and doesn’t count as
complete your task before the freezing fog swallows difficult terrain.
you whole.

16
Navigating the Fog Once 9 flowers have been collected, roll on the
Midnight Bloom encounter table (App B) to
The fog can easily cause characters to lose their determine if their actions have drawn in a monster
direction. Each time a creature fails to succeed of the fog. If no monster is rolled on the table, the
on an ability check to locate a patch of Midnight’s group have been successful in their quest, and can
Bloom, you can choose to have that creature make attempt to navigate the fog back to Pinewood
a DC 18 Wisdom (Survival) or Intelligence village. Proceed to chapter 4.
(History) check. On a failure, the creature becomes
lost in the fog, and should roll on the Fog Events If, however, a monster result is rolled, the group
table (App B) to see what happens. will have to defend themselves against whichever
horrific creature has been drawn from the fog while
Locating Midnight’s Bloom harvesting the 10th and final flower. Proceed to the
other half of chapter 3.
Once a patch of Midnight’s Bloom has been
located, characters must make the necessary ability
checks outlined in chapter 2 in order to harvest it.
Spending time harvesting in the fog also has it’s
dangers, from the risk of madness from the Grey
Fog to attracting the attention of passing
predators.

17
 Introduction 2: A Monster Emerges
Ambush in the Grey Fog
This part of chapter 3 outlines the potential You strip the excess leaves from the final Midnight’s
encounter the group may come across while Bloom, and, using a small blade, reach in to begin
harvesting the 10th Midnight’s Bloom. The removing its black pollen. The snap of branches be-
Midnight’s Bloom encounter table offers a yond the thick grey mist makes you stall for a
potential of six different events - one of which is moment, before a menacing growl sends you lung-
another attack from the creature itself. ing for cover just in time. A horrific beast bursts forth
Below are two separate descriptions you can use from the mists, bounding towards you with a mad
to help establish the introduction of the encounter. hunger in its eyes.
One has been written for the creature, while the Encounter Mechanics: The Creature
other has been written for any other monster the
group might face instead. If the encounter involves the creature, it’s primary
focus should be on either the character
Note: It is important when engaging in this harvesting the final flower, or on the flower itself.
encounter to keep track of the state of the light For the purpose of this encounter, the flower is
level. Once during the encounter, it is advised to treated as a plant, with an AC of 15 and 20 hit
roll again on the Light Level table in order to keep points. The creature makes attack rolls against the
the combat more interesting and unpredictable. plant with disadvantage, and takes 2d6 acid
damage each time it successfully hits it.
Also keep in mind that by now the creature will If the flower is destroyed, the creature will turn its
have probably fed on at least one individual, if not attention to the marked character, and attempt to
more, so remember to keep track of the creature’s kill them, dragging their corpse away into the fog
new traits or abilities to keep your party on their to devour in safety.
toes.

Introduction 1: The Creature Attacks

As you begin the careful process of harvesting the final
flower, you hear a garbled cackle emanate from the
mists. You wheel around just in time to see the horrific
form of the creature streak out from the
fog, it’s eyes wide with hunger and its
mouth caked with bloody chunks of a
recent meal. It emits a giggling shriek
before lunging toward you, ready
to feast on your flesh!

18
If the creature is reduced to 0 hit points or other- These creatures will have the sole focus of killing a
wise defeated, it will retreat again back into the fog character and dragging them away into the mists to
and vanish. If it instead killed, it will regenerate in consume them. If a character dies or is noticeably
1d4 hours. vulnerable, creatures are far more likely to make
use of the opportunity and attack them.
Note: A particularly observant player might realize
that at this point, if the creature is killed in front of Note: These tactics can mean creatures that would
them (such as with a spell that would kill it normally be distributed evenly among combat-
outright, or with decapitation, for example), they ants for balance may not follow the conventional
will have enough Midnight’s Bloom to kill it for rules, and as such potentially increases the chance
good, and could finish the creature off right here for a character death. This is intentional, and is
and now. designed to increase tension and promote strong
This is a completely acceptable end to the party tactics over mindless attacking or dice rolling.
adventure, though unlikely, and as such the
ingenuity or clever observation of the players Encounter Battle Map
should be rewarded and praised.
Encounter Mechanics: Other Monsters This encounter should take in the depths of the
Pinewood forest. There should be around 15 feet of
If the encounter instead involves a different space between each tree - enough for the
monster, or pack of creatures, simply treat the characters to move around, but tight enough to
encounter as you would any other, but with the make a ranged battle difficult, similar to the map
creatures involved actively avoiding the marked design below, where 1 square = 5 feet.
character, and instead choosing more vulnerable
targets. © Michael C. LaBossiere

19
Chapter 4: An Unlucky Victim
This chapter introduces the characters to Mirigad An Accident at Pinewood Circus
and Usaliti, two members of the circus currently
passing through Pinewood. After returning with During the day, the characters will be made aware
the Midnight’s Bloom, the party (aside from the of a terrible accident that took place in the circus
marked character) will have the opportunity to rest, tent the night they went to harvest the Midnight’s
and spend the following day planning their next Bloom.
move. During this time, they will hear people speak Synthia will suggest the group follow up an
of some sort of accident that took place at the investigation into the accident, suspecting the
circus the previous night. creature may have been involved.
Once the characters arrive at the circus tent, they
Below is a short paragraph you can use to help set will see Mirigad discussing the event with two
the scene and introduce this chapter to your Pinewood guards. He will introduce himself to the
players, written from the perspective of the marked party, and beckon them to follow him to a small
character as the madness of the creature begins to inn constructed behind the circus tents, which the
addle their mind further. performers use for rest between shows.

The inn is a small, simplistically designed build-

Introduction to Chapter 4 ing with a collection of small beds, a few scattered
You shudder as the visions slip back into the forefront tables, and an out- house used for storage, as well
of your mind. Those ghastly shadows staring at you as a separate kitchen building used by the
from within a maddening, grey fog. You wipe the sleep performers.
from your eyes, pulling yourself groggily to your feet. Upon reaching the inn, the party will be introduced
You hear the voices whispering everywhere. to a weeping Usaliti, covered in blood. Mirigad will
Incomprehensible gibbering coupled with a bitter chill explain Usaliti went into the inn after her
that leaves your hairs standing on end. performance and found another performer lying
You can feel the creature’s soft caress on your skin. It’s dead on the ground, covered in blood, with a
rotting, warm breath across your face. monstrous yellow-eyed beast crouched over the
You wheel around, weapon raised, to find nothing but body. Upon seeing it she raised the alarm and it
shadows before you. You drop to your knees. fled over the wall and into the forest. The circus is
Your mind feels weary from lack of sleep; your body attempting to keep the nature of the event secret
exhausted from the previous night’s events. from the population for fear of creating a mass
The timer runs short. It’s coming. panic. The population of Pinewood believe a
performer has been injured off stage in a freak
The Marked Madness accident.
By this point in the adventure, the marked
character has been fully tainted by the magic of the Note: For maximum effect when Usaliti is revealed
creature, and gains the following features: to be the creature later in the adventure, you
• The character immediately gains a level of should ensure she finds some common ground
exhaustion, and cannot sleep. with a member of your party, and is played like
• The character has disadvantage on any saving any ordinary frightened commoner. If a particular
throws to avoid the creature’s fear effects. character expresses an interest in consoling her,
• At random intervals, the eyes of a humanoid use it as an opportunity to add her into the party as
the character can see appear yellow, but only to a helpful companion.
that character.

These features remain until the creature is slain,

the character dies or the adventure ends. A
Remove Curse spell cast on the character will
suppress the effects for 24 hours.
20
Bottled Joy A Plan of Attack
After discussing the event with Mirigad, Synthia Synthia will suggest luring the creature back to the
will explain to him the characters have agreed to circus inn with the bottle joy, and ambushing it
help defeat it, and that the creature appears to inside the building, where it cannot escape, though
have been drawn to Pinewood due to the large it will fall to the players to decide how they wish to
influx of joy and happiness the circus provides. proceed with setting up the ambush. If Usaliti is
Upon learning this, Mirigad will present the group with them, the creature will know of the character’s
with a small clear bottle, filled with a faint glowing plans, and will act accordingly, playing along and
orange liquid. This is Mirigad’s Bottled Joy (App B). manipulating the group to try and get the marked
He explains to the group it is scattered among the character alone for the ambush.
crowd during the circus to help maintain the air of If the creature succeeds, it will counter-ambush the
excitement through the show, and could perhaps marked character during chapter 5, doing
aid in the group’s hunt. everything it can to kill and consume the character
before marking a new target and attempting to
steal what is left of the bottled joy.

Note: It is important to remember during the

planning that the creature will follow the marked
character until it has an opportunity to kill them.
This makes the marked character ideal as bait. If
used, the scent of the bottled joy will be something
the creature cannot resist, regardless of it’s
intelligence level. It is, after all, addicted and drawn
to such an emotion, and will pursue it almost as
relentlessly as it will the marked character.

Once the characters have made their preparations,

you can proceed to chapter 5.

21
Chapter 5: The Hunt Finale
This section outlines the final chapter in the adventure, it will hunt differently:
adventure - the final encounter between the Primal: If the creature has an intelligence of 17 or
characters and creature. There are two separate lower, it remains hunting in a more feral state,
endings to this adventure. The first ending involves enticing a festivalgoer or drunkard into the
the characters successfully killing the creature, end- shadows of the tavern before savaging them.
ing it’s reign of terror once and for all. Apex: If the creature has an Intelligence of 18 and
The second ending involved the creature killing the higher, it will hunt with caution, making the attack
marked character, or managing to escape a final appear as an accident, or remaining hidden for as
time, after a tense and bloody battle with the player long as possible while it ensures its target cannot
characters. escape, and the attack will not leave a trail behind.
Each ending has a written epilogue you can read In addition, the creature cannot be surprised.
out to your players, found at the end of this
chapter. An Evasive and Fearsome Opponent
Below you can find a introduction to the finale you
can read or paraphrase to your players to help set During this encounter, the creature should make
the tone for the encounter. use of all areas of the inn, including climbing onto

Introduction to Chapter 5
You breathe in the clear night air as your
heart pounds in your chest. The distant
thrum of the festival echoes across the flagstones,
stained red with blood. A solitary pair of yellow
eyes gaze across the bustling crowds with a
malevolent hunger, barely able to suppress a
chattering giggle of excitement.
It was time.
Encounter Details
This encounter can be approached in
a multitude of ways, depending on the
ambush established by the players
in chapter 4. If the creature has not
been discovered as Usaliti and has
been included in the ambush
planning, it will remain polymorphed
as Usaliti until it has the opportunity to
strike the marked character in the back,
revealing itself to the rest of the party
as it does so.
If, however, the creature has not
taken the form of Usaliti, and is
not aware of the ambush, it will
assume the form of a
commoner of Pinewood,
electing to hunt in the area
around the circus inn.
Depending on its level of
intelligence at this stage in the
22
the roof or hiding in the rafters, jumping through such as furniture, rafters, crates and windows the
open windows and throwing furniture and objects creature could escape from. The map should be at
towards the characters to make the encounter as least 100 feet square, and have 3 separate build-
difficult as possible. If the creature has an ings that make up the circus inn.
Intelligence of 18 or higher, it will also remember
tactics used on it in previous combats, and adapt Defeating The Creature
against them. For example, if the wizard used
Fireball to great effect in previous encounters, it If the characters manage to halt the creature’s
might decide to target the wizard first, hide out of regeneration feature and reduce it to 0 hit points,
sight of the spell, or even ensure there is an ally of it dies, cannot be revived, and the adventure ends.
the wizard’s nearby it that would risk being harmed Proceed to read Epilogue 1.
by the spell.
The creature may ignore the enraged barbarian, The creature will actively try to avoid any character
knowing it has little chance of harming it, and using a weapon touched with Moonlight’s Bloom,
instead focus on the cleric, having an and will attempt to flee if it has 20 hit points or
understanding that the magic it displayed in fewer remaining.
previous encounters may have helped improve the For the creature to emerge victorious, it must kill
party’s chances of victory. and devour the marked character, and then escape
into the crowds within Pinewood. Once in the
crowd, it must make a Dexterity (Stealth) check
The Battle Map versus the character’s passive or active Wisdom
An example of the inn layout is shown below. (Perception) checks. On a success, it vanishes into
Unlike other encounters in the adventure, this area the crowd, and the adventure ends.
should be large enough for all characters and NPCs On a failure, the characters will have one final
to move around freely, and have a number of items opportunity to attack and kill the creature as they
or objects the creature can use to it’s advantage, give chase through the village, before it reaches

23
© Michael C. LaBossiere
and climbs over the nearest wall. Once it climbs
over the wall, it leaps into the river and vanishes,
Epilogue 2
You shout in anguish as the creature scrambles,
and the adventure ends.
bloodied, over the wall. Behind you, the once happy
Proceed to read Epilogue 2.
streets are littered with panic and fear. The creature
shrieks a mournful cry as you hear an audible crash of
Epilogue 1 flesh against water.
You slam your hand into the dirt, the echoing screams
The creature shrieks as it falls to the ground, its bother
clouding your mind. You were so close.
writhing and contorting in a desperate gambit to stay
You pull yourself to your feet, your eyes red with fury
alive. Its face twists into a screaming maw before
and loss. You see the village guard struggle to
vomiting chunks of bloodied bile onto the ground
maintain order as the gates are forced open by the
before you. It lunges forward, dragging its bloating
horrified crowd. You turn, seeing the citizens of
corpse across the blood soaked ground before
Pinewood fleeing the village across the bridge; making
collapsing, the life draining from behind its yellowed
for the Bramble Pass. As the Grey Fog envelops the
eyes.
fleeing figures, screams of fear become distant howls
As the horror shudders in its death throes, you feel the
of pain and suffering, lost in the empty vastness of the
shadows lift from around your shoulders. The distant
cursed mists.
howls grow quieter, and your mind finally begins to
You feel a cold wind bite across your ankles.
rest. You look down at the bubbling mass of festering
Inhaling a sharp breath, you close your eyes, as you
flesh rapidly dissolving in front of you, and can’t help
hear the creature’s dull shriek permeate the air.
but smile; a small, whispered giggle escaping your lips.
It lives.

24
Appendix A
Bottled Joy Midnight’s Bloom
Wondrous Item, Rare Wondrous Item, Uncommon
A small bottle containing a glowing A blue-tinted flower that only blooms when in
orange liquid that hums with the moonlight and within the Grey Fog. Its petals
emotions of joy and happiness. have a pinkish hue, and once picked it dies
There is enough liquid in the bottle within 1d4 hours. The plant will not bloom
for 3 uses. As an action, you can if picked, and must be harvested
pour some of the liquid on the while it remains rooted. Each
ground within 5-feet of you. Each bloomed plant yields 1 gram of
creature in a 3o-foot radius sphere pollen, which remains potent and
from that point that doesn’t have usable for 1d4 days. As an action,
their face covered must succeed you can inhale the pollen to gain the following
on a DC 15 Constitution saving features, which last for 1 minute:
throw or become charmed and • You become afflicted with long term
friendly to all creatures for 1 madness, re rolling results of 96-100.
minute. The Creature cannot • You have advantage on saving
resist the draw of such raw throws against spells and other
emotion, but is otherwise magical effects.
unaffected by it. • You cannot be frightened.

The Creature Night Stalker. While in dim light or darkness, the creature
can take the hide action as a bonus action.
Medium monstrosity (shapechanger), chaotic evil
Armor Class 18 (natural armor) Shapechange. The creature can use its action to
polymorph into a small or medium humanoid it has
Hit Points 170 (20d8 + 80) recently devoured. Its statistics, other than its size, are
Speed 50 ft. climb 30ft the same in each form. Any equipment it is wearing or
carrying isn’t transformed. It reverts to its true form if
STR DEX CON INT WIS CHA it dies.
19 (+4) 17 (+3) 19 (+4) 15 (+2) 14 (+2) 14 (+2) Actions
Saving Throws Int +7, Wis +7 Multiattack. The creature can use its Frightful Presence. It
Skills Atheletics +9, Deception +7, Perception +12 then makes three attacks with its claws.
Performance +7 Claws. Melee Weapon Attack: +9 to hit, reach 5ft., one target.
Damage Immunities poison Hit: 18 (4d6+4) slashing damage. If the target is medium
or smaller, it is also grappled (escape DC 17), and the
Condition Immunities charmed, frightened, poisoned
creature can’t grapple another target until this grapple
Senses passive Perception 22 ends.
Languages Understands common, but can speak only Frightful Presence. Each creature of the creature’s choice
mimicked laughter or screams from devoured victims. within 120 feet of it and aware of it must succeed on a
Challenge 13 (10,000 XP) DC 17 Wisdom saving throw or become frightened for
1 minute. A frightened creature can repeat the saving
Adapting Form. Each time the creature devours a target, it throw at the end of each of its turns, with disadvantage
gains one random trait from the creature if the creature is within line of sight, ending the effect
adaptation table, and increases its Intelligence score on itself on a success. If a creature’s saving throw is suc-
by 1, to a maximum of 22. For every 2 traits the creature cessful or the effect ends for it, the creature is immune
gains in this way, its Challenge Rating increases by 1. to the creature’s Frightful Presence for 8 hours.

Magic Resistance. The creature has advantage on Devour (1/Day) . The creature spends its action to devour
saving throws against spells and other magical effects. the flesh of one dead humanoid it can see within 5 feet
of it. The target’s internal organs are consumed, and it
Regeneration. The creature regains 10 hit points at the can only be revived with magic using a spell-slot of 5th
start of its turn. If the creature takes damage from a level or higher, such as the Reincarnate spell, or Revivify
weapon coated with Midnight’s Bloom, it cannot cast at 5th level.
regenerate hit points using this feature until the start
of its following turn.

25
Creature Adaptation Table
D12 Trait Description
1 Aggressive Attacker As a bonus action, the creature can move up to its speed toward a
hostile creature it can see.
2 Ambusher The creature has advantage on attack rolls against any creature it has
surprised.
3 Adrenaline Surge If the creature is subjected to an effect that allows it to make a saving
throw to only take half damage, it instead takes no damage if it succeeds
on the saving throw, and only half damage if it fails.
4 Fear Lover The creature has advantage on melee attack rolls against any creature
under the effects of the frightened condition.
5 Hard to Catch The creature can take the Disengage action as a bonus action on its turn.
6 Rapid Regeneration The creature’s Regeneration trait grants it 15 hit points instead of 10.
7 Apex Hunter The creature can turn invisible as an action or bonus action.
8 Relentless Once per long rest, when the creature is reduced to 0 hit points, it can
make a Constitution saving throw with a DC equal to half the damage
dealt or 10, whichever is higher. On a successful save, it drops to 1 hit
point instead.
9 Powerful Strikes The creature’s damage die becomes a D10. This trait increases it’s CR by
1 immediately.
10 Alluring Presence The creature can use an action to force one creature it can see within
10 feet of it to make a DC 17 Wisdom saving throw. A target hostile to
the creature make this save with advantage. On a failed save, the target
is charmed by the creature for 1 hour. This effect ends early if the target
takes damage from another creature.
11 Winged Predator The creature sprouts a pair of leathery wings, gaining a flight speed of 30
feet.
12 Death Blow If a creature hits a target that is surprised, that attack is a critical hit. This
trait increases it’s CR by 1 immediately.
Crystals of Power
Wondrous Item, Rare (requires attunement)
These hand-sized crystals can be found in a variety of colours, and are known to grow in areas where the
borders between the Planes of Existence are thinnest. Care must be taken when harvesting such a find,
lest the crystal be stripped of its planar power. A creature attuned to a Crystal of Power gains a +1 bonus
to a particular ability score, denoted by the crystal’s colour. In addition, once per long rest, the creature
can spend a bonus action to draw a surge of power from the crystal, granting them resistance to the
damage type associated with it for 1 hour.
Plane Colour Ability Score Damage Type
Fire Carnelian Strength Fire
Air Quartz Dexterity Radiant
Earth Tiger’s Eye Constitution Lightning
Water Aquamarine Intelligence Cold
Feywild Nephrite Wisdom Poison
Shadowfell Onyx Charisma Necrotic
Ethereal Moonstone Any Psychic
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Appendix B
The Creature Events Table events on this table can also affect the marked
character in adverse ways, due to the creature’s
This table can be used once per day to work out strange curse “binding them together” in a
how well the creature is doing in comparison to the manner. This helps to maintain the party’s focus
adventurers. While the adventurers continue their on their next objective, and can also act as a means
side of the adventure, the creature will continue to inform the players on the creature’s adaptation
to hunt and kill in order to survive and adapt. The progress.
Creature Events Table
D6 Trait Description
1 A Failed Hunt The creature does not manage to feed, and struggles . Roll twice on this
table on the following day and take the lower result. The marked
character sleeps more soundly than usual that night, but awakes hungry
the following day.
2 Marginal Success The creature hunts a creature in the Pinewood forest. It is sated for now,
but it is not large enough for it to gain a trait. The marked character
twists in their sleep, haunted by nightmares of being lost in the Grey Fog.
3 Satisfying Meal The creature successfully kills and consumes an unfortunate festivalgoer.
It gains +1 Intelligence and one new trait from the Creature
Adaptation Table. The marked character awakes that night laughing
wildly, before vomiting and retching, as if having consumed raw meat.
4 Narrow Escape. The creature attempts to attack someone disguised as a guard, but their
victim fights back and manages to flee. The creature does not feed that
night, but becomes filled with hunger and determination. Roll twice on
this table the following day and take the higher result. The marked
character wakes screaming in a cold sweat, and becomes convinced for
the next ten minutes that something was chasing them, though luckily,
they escaped its grasp.
5 Bloody Surprise The creature successfully kills and consumes a humanoid foolish enough
to sneak out of the village at night, but leaves behind a bloody trail along
the Bramble Pass leading off into the forest. It gains +1 Intelligence and
one new trait from the Creature Adaptation table. The marked
character’s dreams that night are plagued with visions of bloodshed and
terror. In the morning, they awake to find themselves pointing in the
direction of the Bramble Pass.
6 Horrific Hunt The creature successfully attacks and consumes a commoner within
Pinewood, leaving no trace of their corpse behind, before disappearing
into the Grey Fog, satisfied and sated. It gains +1 Intelligence and one
new trait from the Creature Adaptation table. The marked character will
be flooded with horrific nightmares that night, and must succeed on a
DC 16 Charisma saving throw or awake giggling and shaking with a level
of Indefinite Madness that lasts for the next 8 hours.

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Fog Events Table
D8 Trait Description
1 Maddening Whispers The character hears hissing, gibbering whispers in the fog. The character
must succeed on a DC 16 Wisdom saving throw or become afflicted with
short term madness (DMG, pg 259) for 1d10 minutes. Friendly
characters can locate the lost character with a successful DC 15 Wisdom
(Perception) check. Once located, they can spend their action to guide
the character back to the group.
2 The Lost Boy The characters spot a young boy, bloodied and frightened, shivering in
the fog. The boy is real, but is suffering from long term madness. If the
characters leave the boy, he will perish in the fog in 1d4 hours. The boy’s
mother will be looking for him around the village upon their return. If he
is returned safely, she will thank the group by providing them safe food
and shelter for the night, which prevents any roll on the Random Event
table from occurring that night.
3 Dangerous Ditches The character slips on a damp patch of moss, and must make a
Dexterity saving throw. On a success, the character falls prone and takes
2d6 bludgeoning damage. On a failed save, the character falls into a
steep ditch covered with eldritch, grasping vines, taking 5d6 piercing
damage and becoming restrained by the vines until another creature
spends their action to free them, or they break the vines by succeeding
on a DC 15 Strength (Athletics) check.
4 A Savage Beast A mutated black bear (MM, pg 318) lungs from the fog and attacks the
lost character. The bear makes its attack rolls with advantage, and deals
an additional 4 (1d6) necrotic damage on a hit.
5 Frozen Mists The Grey Fog drops in temperature around the character. That
character must succeed on a DC 16 Constitution saving throw, taking 5d6
cold damage on a failed save, or half as much on a success, before
staggering back to the group. If this damage would reduce the character
to 0 hit points, it freezes, becoming subject to the Petrified condition
until exposed to fire for ten minutes, or healed with a Greater Restoration
spell or similar magic.
6 Screams of Madness The character must succeed on a DC 16 Charisma saving throw or
become afflicted with short term madness for 1d10 minutes. This experi-
ence leaves the character’s mind addled for the next hour, causing them
to scream at random intervals for the duration.
7 Cannibals in the Fog The character stumbles onto a partially eaten corpse. If they choose to
search the corpse, they will find one Potion of Healing (DMG, pg 188),
and 2gp. Regardless of whether they search the corpse or not, the
character is then attacked by a pack of 5 Ghouls (MM, pg 148). The
ghouls appear as red-eyed, giggling commoners, covered in bloody
tatters of festival clothes. The Ghouls have a movement speed of 40 feet,
and deal an additional 1d6 cold damage on a hit.
8 It Lurks in the Fog The unfortunate character is attacked by the creature. The creature will
strike only at that character, and will retreat into the fog after 2 rounds of
combat. If a character is reduced to 0 hit points, the creature will attempt
to drag them off to devour within the Grey Fog, but will drop them if the
group gives chase.
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Midnight Bloom Encounter Table
D10 Trait Description
1 The Forest is Silent The group have been lucky - no creatures have been alerted to their
presence at this time.
2 They Hunt in Packs The party attract the attention of a pack of 2d4 + 3 roving Worgs (MM, pg
341), led by a mangy Dire Wolf (MM, pg 321). The creatures are infected
with necrotic magic from the shadowfell. The worgs deal an additional
1d6 necrotic damage on a hit, and are resistant to necrotic and cold
damage. If any character is bleeding, the creatures will focus their attacks
on that character first.
3 A Coven of Hunger The characters are beset by a coven of 6 Grell (MM, pg 172) that ambush
the party from above. If a character was on watch, they can spot the
Grell ambush by succeeding on a Wisdom (Perpection) check versus the
Grell’s Dexterity (Stealth) check. On a failure, the party will be surprised.
4 The Forest is Silent The group have been lucky - no creatures have been alerted to their
presence at this time.
5 The Creature Strikes The characters are attacked by the creature!
6 A Buzzing Cloud The Grey Fog darkens, revealing 25 Swarms of Wasps (MM, 338) that
emerges and attacks the party. The Wasps move as a singular entity,
taking up a 30ft x 30ft area, but otherwise attack and are targeted
individually. The swarm is tainted with the madness of Pandemonium.
The swarm emits a buzzing that can be heard out to a range of 300 feet.
In addition, any creature in a space occupied by the swarm is deafened,
and cannot speak, lest their mouths become filled with ravaging insects.
7 The Forest is Silent The group have been lucky - no creatures have been alerted to their pres-
ence at this time.
8 Multi-limbed Horrors The characters are ambushed by a group of 5 Phase Spiders (MM, pg
334), lurking in the treeline. The final Midnight’s Bloom is located within
a mess of vines and dead leaves. A successful Intelligence (Investigation)
or (Nature) check will reveal an underlying mesh of webbing holding the
leaves to the floor, betraying the spider’s presence. If the characters do
not notice the webbing, when the spiders attack the characters will be
surprised.
9 The Creature Strikes The characters are attacked by the creature!
10 The Forest is Silent The group have been lucky - no creatures have been alerted to their
presence at this time.

29
The Random Event Table the characters are either not expecting it, or have
let their guard down in some way, such as when
The table shown below lists a collection of random resting in a tavern or inn. If events 3 or 7 are rolled,
events you can use to increase the difficulty of the the event should only trigger when the party are
adventure, or simply help keep tension as the alone, or when there is the large possibility of no
creature maintains more of a presence in the witnesses.
character’s minds during long rests and down Note: This could potentially lead to a shorter end
time. to the adventure, should the creature attack the
You can roll on this event table whenever the party after they have completed chapter 3 and
characters choose to take a long rest. The event recovered the bag of Midnight’s Bloom. If the party
could take place in the middle of the rest, just as it manage to defeat the creature using the plant, then
starts, or just as it finishes. The decision is entirely simply congratulate your players for their quick
down to you, though it should be noted that what- thinking or stroke of luck, and proceed to the
ever your decision, it should always arrive when epilogue at the end of chapter 5.

Random Event Table

D8 Trait Description
1 Night Howls Once random character hears chilling howls in the distance. The
character must succeed on a DC 16 Wisdom saving throw or suffer 5d6
psychic damage and have disadvantage on perceptions checks that rely
on sound for 8 hours, as they become plagued with dissonant howling.
2 Grasping Shadows The characters are beset by grasping shadows that last for 1 minute.
Each character near a shadow must succeed on a DC 16 Charisma saving
throw or be unable to regain hit points using hit dice for the next 8 hours.
3 It Comes At Night The creature manages to sneak into the character’s sleeping quarters
and attack the marked character, attempting to drag them away from the
group before attacking them. Make a Dexterity (Stealth) check for the
creature versus the party’s highest passive Perception. If it succeeds, it
surprises the party when it attacks.
4 Sneaking Silhouettes One random character must succeed on a DC 16 Intelligence saving
throw, or see an illusion of the creature’s shadow at random intervals
and locations for the next 8 hours.
5 Tremors One random character finds their breath cold and their body numb as
Grey Fog seeps from their skin. They must succeed on a DC 16
Constitution saving throw or take 5d6 cold damage and have
disadvantage on all Strength and Dexterity checks they make for the next
8 hours.
6 Fogging Vision One random character must succeed on a DC 16 Wisdom saving throw
or have everything they see be heavily obscured for the next 8 hours, as
their eyes become clouded and grey.
7 Shrieking Assault The creature stalks the marked character and attacks them when their
back is turned, striking from the shadows when hidden from sight of
other common folk or NPCs.
8 Obsessive All characters return to their place of rest to find their belongings
scattered and their bags missing a small trinket or item of personal
value. If the party search the area nearby, they will find the items stuffed
into the corpse of an animal or small creature, which shrieks and spasms
before vomiting black ichor. Each character must succeed on a DC 16
30 Constitution saving throw. A character takes 5d6 and becomes poisoned
for 8 hours on a failed save, or takes half as much damage as isn’t
poisoned on a successful one.
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