The Abyss

Type Outer Plane
Fiendish Plane
Alignment Trait Strongly chaos-aligned and strongly evil-aligned
Physical Traits:
Gravity Varies
Time Normal
Shape & Size Immeasurable
Morphic Trait Alterably morphic
Faith Trait
Elemental & Energy Traits Varies
Magic Trait None

The Abyss, sometimes more completely called the Infinite Layers of the Abyss features an endless variety of evil. Shaped as an endless number of layers, one atop the other, the Abyss stretches into infinity, though some Faerûnian scholars have theorized that the plane has no more than 666 layers. But this is unknown, as no adventurers have been known to return from anywhere below around the two hundredth layer.


It is an infinity of clutching horror. It is home to demons. It is where morality crumbles and ethics perish. The Abyss is all that is ugly, all that is evil, and all that is chaotic reflected in infinite variety through layers beyond count. Its virtually endless layers spiral downward into ever more atrocious forms. Conventional wisdom places the number of layers of the Abyss at 666, though there may be far more. The whole point of the Abyss, after all, is that it's far more terrible than conventional wisdom could ever encompass. Each layer of the Abyss has its own unique, horrific environment. No theme unifies the multifarious layers other than their harsh, inhospitable nature. Lakes of caustic acid, clouds of noxious fumes, caverns of razorsharp spikes, and landscapes of magma are all possibilities. So are less immediately deadly terrains such as parched salt deserts, subtly poisonous winds, and plains of biting insects. The Abyss is home to demons, creatures devoted to death and destruction. A demon in the Abyss looks upon visitors as food or a source of amusement. Some see powerful visitors as potential recruits (willing or not) in the never-ending war that pits demons against devils: the Blood War. Demon lords and deities inhabit the Abyss, including Demogorgon, Graz'zt, Pazuzu, Blibdoolpoolp (deity of kuotoa), Diirinka (deity of the derro), the Great Mother (deity of beholders), Gruumsh (deity of orcs), Hruggek (deity of bugbears), and many others, including the well-known deity Lolth (draw deity and queen of the demonweb pits). Other demon princes include Yeenoghu, Alzrius, Baphomet, Eldanoth, Fraz Urblu, Juiblex, Kostchtchie, Lissa'aera, Lupercio, Lynkhab, Pale Night, Verin, and Vucarik. As noted before, the Abyss has layers beyond count, though the top layer is well-known: the Plain of Infinite Portals.


Main article: Layers of the Abyss

Each layer is different from all the others, the only apparent similarity being that the plane seems to try and inflict as much harm on travelers with each layer as possible. It might even be said that the plane is as varied and evil as the demons who inhabit it. Even deities dwell in the Abyss.

Abyss Links

Various layers of the Abyss include portals to the Demonweb Pits, Beshaba's realm in the Barrens of Doom and Despair, Hruggek's realm in Clangor, the realm of Urdlen in Hammergrim and the Fugue Plane. Portals also exist to other planes like the Deep Caverns and Fated Depths, and indeed the River of Blood flows through the Abyss and into most of the other Fiendish Planes.

The first layer of the Abyss is called the plane of many portals, a pock-marked plane containing Pazuzu, demon lord of the skies. The plane is covered in holes that when climbed down, lead to various layers of the Abyss.

The two most well-known access points to the Abyss are a gate in the Outlands from the town of Plague-Mort, and the River Styx. Both of these links provide access to the top layer of the Abyss, the plain of Infinite Portals.

Abyss Inhabitants

The infinite layers of the Abyss are home to the Tanar'ri, like the succubi and other demons such as the Obryth and Loumara, as well as normal demons that fall into no such classification. The most noteworthy inhabitants of the Abyss however are the Demon Lords that make their home there. Such beings are demons who have almost ascended to god-hood, and rule over other demons with an iron fist. Kostchtchie, Demogorgon, Pale Night, Dagon, Pazuzu, Graz'zt, Fraz-Urb'luu, Baphomet, Yeenoghu Jubilex, and Zuggtmoy are noteworthy powers in the Abyss, especially Demogorgon, the "Prince of Demons," but the Demon Lord closest to ascending to godhood currently is Orcus, the demon prince of the Undead.

Abyssal Petitioners

When demons steal souls from the Fugue Plane and bring them to the Abyss, those souls become petitioners called manes. A mane has pale white skin, cruel claws, sharp teeth, sparse hair and white eyes. The few manes that survive for many years are sometimes "promoted" to lesser demon types like quasits, though they retain no memory of their former lives.

Magic on the Abyss

A variety of spells are altered in the Abyss. In general, powers of fire control, torture, or shape changing are boosted. This is known to vary from layer to layer; in general, however, the following is often true. Each layer of the Abyss has it's own particular rules, but the following conditions almost always apply…

  • Death Comes Quickly: Death saving throws take a -1 penalty and creatures die after only two such failed saves.
  • Rule through Force: Intimidate checks gain a +1 bonus while Diplomacy checks take a -1 penalty.
  • Blood and Gore: Critical hits also deal ongoing damage 5 (save ends).
  • -1 on all intelligence, wisdom, and charisma checks for all non-good, non-evil creatures
  • -2 on all intelligence, wisdom, and charisma checks for all good creatures
  • -1 on all intelligence, wisdom, and charisma checks for all non-lawful, non-chaotic creatures
  • -2 on all intelligence, wisdom, and charisma checks for all lawful creatures
  • Good-based spells simply fail.
  • Evil-based (non-lawful) spells work as if caster were 4 levels higher.
  • Law-based spells simply fail.
  • Chaos-based (non-good) spells work as if caster were 4 levels higher.

The most dangerous aspect of arcane magic on the Abyss is attraction from the demons that fill it. Tanar'ri have no great love for mages, given how often they attempt to summon and bind their kind to the Prime. Thus, any signs of a powerful one on the Abyss are likely to bring quick and decisive retribution. True tanar'ri and Abyssal lords can sense any usage of magic on their layer, and often twist the magical paths to strike back upon their casters; while spells that effect only the caster and her friends are likely to avoid retaliation, spells that directly affect a tanar'ri without causing actual harm may bring a headache, ones which cause harm to lesser tanar'ri might bring a sudden bout of leprosy or a plague of manes, and spells striking against greater or true tanar'ri will almost certainly bring a direct response from the plane's lord. Certain spells are also more likely to bring retribution than others; spells of binding or coercing demons are the most likely, followed by offensive spells, defensive or warding spells, and finally spells that trick or inform are the least likely.


Elemental Protective spells usually fail when they are needed most; upon any attack or exposure to harmful environment an elemental protective spell is meant to defend against, the caster or recipient must make a spellcraft check (DC of 20 plus spell level plus one per level deep in The Abyss) to determine if the spell or item functions properly.


Any conjuration spell has a chance of calling a curious tanar'ri rather than the intended result equal to 10% per level of the spell.


There is a chance, equal to the casters's level on 1d20, that an Abyssal power will notice the PC's spying and take some action. This could be as blunt as sending a murder of vrocks to deal with the spellcaster, or as subtle as tampering with the result of the power use... True tanar'ri and Abyssal lords are always aware of any divination spell cast against them when on their home plane, and can use the spell to strike back at the caster; clairaudience might be used to issue a sonic attack, for example, or clairvoyance could grant a visual counter. Detect magic is the sole exception, allowing any sort of counterattack. There is a limit to how much can be sent back along the path of the spell, however. Only up to twice the level of the divination spell in total spell levels can be sent to the mage.


Mind linking with a resident of the Abyss is perilous; if a person successfully initiates contact with a tanar'ri or similar native whilst on the Abyss, there is a chance that he will be exposed to the psychic aura of the Abyss. The casters's mind is exposed to a crushing tirade of hatred and pain; must make aa will saving throw. Success only causes feeblemindedness for 2-12 hours, while a failure drives the mage mad until treated with a heal, restoration, limited wish, or other more powerful cure. A mage so afflicted can still cast spells, but loses spell levels permanently based on the caste of the tanar'ri target: a least causes the loss of one, a lesser two, a greater three, a true four, and an Abyssal lord eight.


Any magic that effects souls, or spirits has the chance of attracting attention.


Destructive elemental spells are enhanced, causing an additional point of damage per die.


Illusion spells cast in the Abyss operate as if the caster was one level higher.


Animate dead works, but the undead created by this spell on the Abyss can be possessed by petitioners, manes, or other lesser creatures, which often results in the undead turning on the caster. Reincarnation on the Abyss always results in the individual returning as a tanar'ri; usually a dretch or manes, but rarely a rutterkin or lesser tanar'ri. Good-aligned people return as bodaks.


Whenever a transmutation spell is attempted, the recipient must make a spellcraft check DC of 20 plus spell level plus one per level deep in The Abyss. If this save succeeds, the spell works as normal; if it fails, the transmutation is distorted in some manner. Magic that alter the body are corrupted to suit the layer of the Abyss that the subject is upon. Alter Self in a watery layer might cause the caster to take on reptilian or sharklike characteristics, for example. In addition, there is a base 5% chance of this physical change becomes permanent. Transmutation spells are especially affected by the chaotic nature of the Abyss. The most minor of changes, those that cause minor changes in properties but none in form, cause only slight corruptions; flame arrow conjuring several fiery bats, for example, or a flying character sprouting wings from the neck or ankles. Those that cause massive changes in properties without altering form are more distorted, creating unintended though temporary side effects. Pyrotechnics might create a splash of lava, while control weather might bring about a sudden storm of acid rain around the caster. The worst corruptions come from those that alter physical form. Living recipients may change race or species towards a more corrupted nature - humans becoming tieflings, for example, or elves becoming drow - while nonliving recipients become foul and useless. Side effects are often more lethal as well, and may affect more than just the caster. Statue might petrify the caster, while gaseous form might become permanent.

Magic that causes damage or pain to the recipient are boosted; those that heal the body require a focus.

Wild Magic Wild magic spells cast in the Abyss operate as if the caster was one level higher. In addition, when a wild surge occurs, two separate wild surge results must be rolled; the worse of the two surges occurs.


Spell Keys

Wizardly spell keys are blood and/or money and/or defiling something pure. Power keys given to clergy are often miniature skulls.

Spell keys in the Abyss most often involve blood or money, in the form of bribes to a layer's lord. Necromancy spells might require a death, elemental spells a fouling of some pure material, and alterations a mingling of the caster's and recipient's blood. The keys for a given type of spell often change by layer or simply over time, however, as befits the chaotic nature of the Abyss. The keys for Divination spells are the most well-kept secret of them all, as no tanar'ri likes the idea of being spied upon.

Power Keys

Power keys are very rarely dispensed by any powers or Abyssal lords, as few that dwell in the Abyss would trust even their own servants enough with a portion of their own power. When they are granted, they most often take the form of amulets made of small shrunken skulls, in the case of Abyssal lords, or creations that resemble a given god's unholy symbol. In both cases, the keys rarely function outside the realm of the one gifting it, unless given for a specific mission; even then, they will only function when used in pursuit of that goal, and will cease to work once the goal is accomplished.

The Ships Of Chaos

Demons sometimes move from plane to plane in entropic vessels formed of powdered bones, crushed spirits, and petitioners. Meant for use against devils in the Blood War, these ships of chaos have wild powers specifically designed to counter the effects of law. The tanar'ri have commissioned only a very few ships of chaos, but the few demon-crewed ships that do sail the planes are a terror to behold. For brave or foolhardy travelers, the tanar'ri sell passage on a ship of chaos, if the price is right.


Layer the Second, called the "Driller's Hives," discovered in the fifth year of the reign of Clarille.

Native to the Material Plane is a creature called the Hivebrood. Hivebroods are an insectoid race of parasites who transform other creatures into more of their kind. Somehow, a vast number of hivebrood mothers and controllers ended up in the Abyss - perhaps a group of glabrezu conjurers summoned them there, or perhaps they came across a portal or conduit - and the hivebroods came to dominate the place. Controllers have the ability to store the magic and knowledge of those the hive has captured and project it to all of their underlings using chemical signals. One fireball spell becomes a hundred as a hundred hivebrood soldiers pick up the signal. One nabassu death gaze ability can become a hundred as well.

The chambers beneath the hives are filled with tanar'ri prisoners, which the hivebrood workers have kept alive and bolted to the walls using holes drilled into their arms and torsos. Although expansionistic and without compassion, the hivebrood are not evil - and they're actually intelligent enough that they might make good allies against the tanar'ri, if faced with a foe they cannot defeat alone.

Layer the Fourth, called the Grand Abyss or the Bottomless Pit. Discovered in the first year of the reign of Factol Jarkopple the Inflexible.

The skin of the Plain of Infinite Portals peels open, revealing a long hole the size of several continents. It's an entrance to another layer, a chasm plummeting into infinity. Roads stretch across the chasm in places, entering caves that lead to yet other chasms, some without surfaces. Others surface in far-off abyssal layers. The sides are filled with fortresses controlled by warring princelings, much like the Plain, but these are beset by eternal darkness, roads that crumble unexpectedly into the yawning void, and the slow transformation of flesh into stone. Spikey tongues emerge from the rocky cliffsides unexpectedly, and the tunnels crawl with gargantuan slugs and fiendwurms, which the tanar'ri sometimes put to use as beasts of burden or guardian pets. Mortal slaves drawn from nearby layers join manes in helping to build new fortifications, and when the mortals turn to stone their fossilized carcasses are salvaged for building material for their successors to use. Nabassu are a common sight.

Deep within the abyss, two deeper abysses emerge. The Abyss of Ragnarok is the realm of the dark god Nastrond, who is allied with the giants of Ysgard, and a rival of Kostchchie's. He rules over xvarts, drow, and nilbogs. The Bottomless Pit is the realm of Abaddon, an ancient tanar'ri who created a seemingly infinite number of locust demons to serve him. The locust demons often escape his Pit and despoil other parts of the Abyss. Whether these deeper abysses are realms within the Grand Abyss or uncatalogued layers in their own right is unclear. Both are focused on the inevitable destruction of the multiverse, so the Doomguard has built towers along their brinks.

Major towns. Graz'zt, Zanatose, Laraie, and Lolth, as well as many other lords, have all built fortresses along the cliff edges in order to protect the entrances to their domains. Hundreds more have built fortresses in order to provide a base to invade those layers and more. The sounds of battle mingle with the sounds of falling rock.

The Doomguard towers are called Citadel Insectivorae and Citadel Svart. The first has been built out of the undead shell of a gigantic fiendish beetle, while the second hovers in a mass of leaking, oozing shadows that have been fused with a particularly entropic psionic ectoplasm, and sustained with a life-draining psionic helm purchased from the mercanes. Both towers are magically protected from the special conditions of the layer, which the Doomguard has declared unentropic. Wizards and priests work to expand this protection to cover the whole of the Grand Abyss. A third Doomguard fortress, a gatehouse made from sorcerously altered demonic flesh, guards the entrance to the layer of Twelvetrees, which the faction values highly. This fortress is called the Citadel Maw.

Special conditions. Non-tanar'ri visitors to the Grand Abyss gain a temporary point of constitution every two hours they spend here, but for every point above their sixth temporary point, they must make a will save or turn to stone. Perhaps for that reason, half-fiendish medusae often dwell here. Outside the layer, the points go away at the rate of one an hour.

Layer the Twenty-Second, called "Ebon Death." Discovered by Malmac, the Very Resourceful Halfling.

Character. No lights shine in the obsidian sky. The ground is awash in viscous slime in which larvae swim with half-formed manes and fouler, grasping things. Suddenly, in the blackness, leathery claws clutch at you. Foul and slippery but fiendishly strong, the figure seems imposing as an oak. "I see we have a new volunteer," it hisses, its words burning directly into your brain.

It is dark horror. It is the bony fingers of the Blood War reaching out into the Abyss. It is Ebon Death.

Power. Ebon Death has not been directly ruled by any one god or tanar'ri since the time of the Blood Kraken long ago. The native babau live a decentralized, almost anarchic existence, subject only to the capricious commands of the nalfeshnee, who use them as recruiters for the Blood War.

Principle Towns. The center of babau faith is the Black Temple Nihil Illuminatus, an enormous edifice older than the layer itself. Narrow, skeletal columns support a flat slab of a roof designed to keep out Abyssal drizzle. Clustered around the central shrine and throughout the endless catacombs beneath are the babau clerics and thaumaturges, who collect sacrifices to give to the layer itself in exchange for not flooding their people out of existence.

Also within the catacombs is a babau experiment: thousands and thousands of cambions that they've spawned using the mortals they've happened to capture over the years. The charcoal-skinned, slime-covered semi-fiends live frightened, claustrophobic lives; the only time they're allowed out is when they're magically summoned by their babau kin, and they return soon after.

Description. Much like the 69th recorded layer of the Abyss, the so-called "Crushing Plains," this is an infinite layer whose ground is almost entirely covered with larvae and other petitioners. Unlike the Plains, Ebon Death has an additional chest-high layer of stagnant mucous which, during those brief periods when visitors import light to the realm, proves to be a deep red in color. The bulk of the layer is the reeking swamps known as the Morass of Sin.

In a prior epoch, Ebon Death was part of another layer called Black Blood, ruled by a creature called the Blood Kraken. The Blood Kraken, an invader from another plane, had a rivalry with Demogorgon going back many thousands of years; after careful decades of planning, it attempted to strike Demogorgon down once and for all by tapping into the power of the Layer of Evil Incarnate. It failed dramatically, its mortal coil splintering into millions of pathetic bodak that scattered throughout the layer's seabed.

Finding their master abruptly gone, most of Black Blood's ixitxachitls, wastriliths, and demon rays crossed over to Demogorgon's Gaping Maw. The majority of the demon prince's aspects forgot about the whole incident, though a few began studying the matter of forcefully tapping into Abyssal energies. Much later, the tanar'ri queen Unsere would discover the Blood Kraken's ritual and find some success with it in a somewhat altered form.

The now mostly abandoned Black Blood began to dry and become more shallow as terrestrial demons slowly replaced the the aquatic ones. Deep within the oceanic trenches, an angry resistance began to emerge as the sea itself rebelled against the invaders. Unholy water elementals flooded the new islands, trying to wash the settlements away. The land-dwellers fought back, capturing petitioners from the Plain of Infinite Portals and bringing them in in inpractical hordes. The land-dwelling tanar'ri and petitioners encouraged the layer to grow more land, while the furious sea just as rapidly wore it away. The intense hatred the two sides felt for one another was welcomed by the Abyss, which granted greater and greater power to them both until they were so mighty and so diametrically opposed that the layer split in half. They continued to war through portals until the slow movement of Abyssal layers caused Unsere's realm to drift in between, and the portals closed.

The Walker faction, fueled by their frustrated wrath, continued to vigorously recruit more and more petitioners into their new layer until a permanent conduit had formed, causing souls to begin forming bodies in the shallow muck of the layer on their own. Interpreting this event as a sign of the plane's favor, the Walkers only increased their raids. Slowly, they began evolving into forms more perfectly suited for petitioner-herding. Their bodies grew thinner so that they wouldn't need the resources being consumed by the ravenous manes and dretches of their plane. They grew horns in order to help identify one another over the writhing seas of least tanar'ri. They developed a gaze attack which would weaken those they sought to pursue, and even developed talents of flying and stealth to help them break into the iron citidels of tanar'ri princelings, the better to steal the hordes of petitioners they laborously collected for themselves. As the inhabitants of the Plain of Infinite Portals began to increasingly identify the Walkers with their roles as harvesters of souls, the thieves changed further, increasingly resembling the grim reapers of myth and legend. Soon they were seen flying through the night air on wild hunts, capturing increasingly bigger game.

At the same time, they grew more adapted to their own layer, becoming coated with the thick slime that had once been part of an ancient sea. It seemed that layer and inhabitants had become one, and they both took the name Ebon Death.

This was shortly after the first meeting of the Sixfold Entente, the rogue balors whose idea it was to systemize the Blood War. For countless eons, the war against the baatezu had been a haphazard affair, with individual lords deciding to strike a blow for Chaos whenever they found the time. For sure, great victories had been won, but the balors knew more could be accomplished. Approaching the nalfeshnee of Woeful Escarond, they suggested that instead of sacrificing all the petitioners that went through their layer to the Pits of Flame, they transform all but the most chaotic into higher forms and give them to the armies the balors were forming along the warfs of Durao. In return, the balors would liberate the nalfeshnee from the rule of Eblitis and his rival Gamigin.

The nalfeshnee agreed, and to their mild surprise the balors were as good as their word; the invading princes were driven out. Soon, though, the balors began demanding more and more warriors, and the nalfeshnee began to fear that if they were not appeased the balors would conquer Woeful Escarond themselves. Anxiously, the nalfeshnee invaded Ebon Death and forced the inhabitants (which the nalfeshnee called babau) to hunt petitioners for them. The ebony horrors agreed reluctantly, though they soon began to enjoy the prestige they gained among veterans of the Blood War.

The balor experiment was a great success. With the help of multi-tasking marilith tacticians, the tanar'ri armies were briefly able to conquer all of Avernus and drag it toward the Abyss. It may have helped that two of the Lords of the Nine were at war over the City of Dis, but it can't be denied that the tanar'ri were more resolute and effective than ever before. After resolving their internal dispute, the baatezu countered the balor threat by reorganizing themselves under the Dark Eight, their answer to the Entente.

The Abyssal lord Marduk, who up till then had been the Blood War's most fervent supporter, was upset when six of his balor servants began a campaign that worked on a bigger scale than his own. When the babau began poaching troops from even him, Marduk retaliated by poaching babau. Subjecting them to fearsome experiments involving a cube that had been torn from Acheron, the "true babau" or law-eaters were born.

The babau of Ebon Death fear and hate Marduk and his new servants, but they are not strong enough to do anything about it.

Principle NPCs. The opposition to the nalfeshnee rule is dominated by Esthek, an ordinary-looking babau living in the wilds of the Morass of Sin. Unlike most babau, who live a nomadic herding existence, Esthek is a farmer. Esthek champions the sowing of larvae in paddies, keeping them still while they grow into manes and then reaping them at their ripest, finally consuming their essences. Esthek claims that this lifestyle, diametrically opposed to the nalfeshnee-ordered existence as Blood War recruiters, is the one that will set them free. A group of succubi claiming to be opposed to the Blood War (and perhaps working for Graz'zt) have offered to keep Esthek safe from assassins. The babau has so far refused to hide.

Services. The primary service the babau provide is procuring least and lesser tanar'ri for the nalfeshnee, but there is also something of a trade in distilled toxic slime, which is used as a coating for weapons throughout the planes.

Current Chant. A flight of bodaks was captured by the insane illithid elder brain of the 426th layer of the Abyss in the hope that they would hunt down rogue cerebeliths living there. They began doing so with a vicious will, devouring the psionic demons and taking their essence into themeselves. A new breed of babau was born, looking much like their kin but obscenely visible within every part of their black bony shells was pinkish brain tissue oozing with babau slime. These new horrors were powerful psionicists, and the Elder Brain, in one of its typically mercurial decisions, decided they were too powerful to continue serving it. Many of the psionic babau were destroyed by the Abyssal ruler's wrath, but some escaped to nearby layers.

A number of ancient bodaks, pieces of the Blood Kraken seperated from their kin in Black Blood, still lurk beneath the muck and in the deepest tunnels, grown ever more gaunt over the millennia. They're treated by the babau as no different from the petitioners, but they still have dreams of reclaiming what they see as theirs. Sometimes a few will gang up on a babau and destroy it with Evard's Black Tentacles or the like, but one group has a more ambitious plan. They've begun preparations for a rite that will cut through both Unsere's layer and the Layer of Evil Incarnate and open the floods of the layer of bodaks beyond. Ready or not, the bodaks will come.

Layers the Forty-Second and Forty-Third, known as "Tzaretchuk," discovered by the conjurer Grey the Least.

"The tzaretch are a family of demonkind distinct from the tanar'ri. It's thought that they may originally be from Carceri, driven out by the gehreleths, or perhaps from a plane that no longer exists, absorbed by the greater Abyss long ago. Regardless, they are native to the Abyss now, and very like the tanar'ri in all but name and firm, eons-old tradition.

"The tzaretch control two layers of the Abyss. The first, sometimes known as Khaganbleck, is ruled by Lord Manu and his council of skarn. Khaganbleck is a forested layer where the trees are rarely carnivorous (except for the species known as the pupas, which seem treelike until it opens up, revealing a carnivorous fly-like creature that spits slime). The capitol city is nested in a cluster of mountains called the Aeldfangs.

"The second layer is known only as Tzaretchuk. It is accessible only through Khaganbleck, which has a number of natural and artificial portals, and the River Styx, where the capitol city of Tzaretchukbad is built. Most of this second layer is barren steppe.

"Many kinds of fiends visit Tzaretchuk, for the tzaretch are in great need of allies to aid them against the more powerful and numerous tanar'ri. The tzaretch have been known to fight with the tanar'ri, yugoloths, and even the baatezu in exchange for favors, and the tanar'ri noble Verin, a confidant of Lord Graz'zt, has been often seen in the court of Tzaretchukbad (or so it's said). Since the time they fought with the drow in the ancient elven wars, the tzaretch play the lords and generals of the Abyss against one another and sell and horde secrets that they gather in their vast subterranean libraries."

Layer the Fourty-Fourth, called "Storm." Discovered by the Lightning mephit, Yggzitl.

Description. The layer is an icy tundra pummeled by winds and lightning. The primary inhabitants are cataboligne, clever non-tanar'ric demons known for their sharp senses and great dexterity. The cataboligne have made a practice of luring mortals into chaos and damnation for as long as the tanar'ri have, but in recent eons they have been on the losing side of a genocidal war with the tanar'ri, who feel the cataboligne are unneccessary competition, especially because the cataboligne do not fight in the Blood War. The cataboligne have been reduced to three or four layers, all places of electricity and cold. In Storm, an invading tanar'ric army is led by Serpent-in-the-Skull, an echideneco general leading her motley forces to wipe out the natives of Storm so that souls will come to the nalfeshnee, and not them. The cataboligne are defending themselves with packs of yeth hounds, an allied elven demilich, and lightning zombies created by their magi.

Major towns. Shortly after he reported his discovery to the Fraternity of Order, Yggzitl went to Storm to live permenently. Using creation and summoning spells, he built a populated city of his people. They live there still, having made their town a thriving place of magical trade. Yggzitl himself still rules, though he's now incarnate in the body of an iron golem. However, the mephits have begun to become increasingly concerned about the encroaching tanar'ri forces, and are trying to call in favors from the Merkhants and the Planar Trade Consortium for help against the threat.

Layer the Fifty-First, called "Deathwinds," or Ma'on, discovered by the ranger Hawk Logan, of the Doomguard.

Character. Lightning, speed, air, wildness, poison, cold, sleep, fury. Unity of rings and chaos as cleansing.

Power. The ruler of Deathwinds is Sammael, an ancient serpentine lord of poison. His servants and children are the chalkydri, snakelike, regenerating demons of the air. Sammael is a hands-off tanar'ri some believe about to fall into torpor. Once, he flew throughout the mortal and immortal worlds, dispensing his venom on the innocent and the guilty. People thought of him as a divine avenger, and welcomed the poison that would burn away their mortal husks. In recent times he has spent more and more of his time meditating in the swirling clouds of his layer, letting the chalkydri hunt as they will. Perhaps his sleep, when it comes, will at last open him to his dreams and the burning wind, stripping away the burdens of eons, and he will awake reborn.

Description. Doomwarrior Logan reports: "We were investigating the winds disturbing the operations in the new Citadel Svart, hoping to find a way to use its destructive powers to our advantage. Following them back to their source, we discovered a realm of eternal storm and savage winds. The entropy was beautiful, but completely uncontrollable, blowing me far away from my portal in and quickly getting me lost. Wyvern-like creatures shot lightning at both me and the native manes and dretches, which were blown about in the air like so many leaves - though when one of them bumped in to me it certainly seemed to have weight, and quite a lot of fight in it. I finally found a portal out in a flying castle ruled by what appeared to be empty suits of armor."

Deathwinds is an air-dominant plane, with only a single planet-sized object breaking up the windy vastness. Its common name is the one given to it by Logan; the teradrozu call it Ma'on.

Major towns. Outside the often-unplundered ruins of the nomadic world, there are two known independent settlements. One is a flying castle populated by apparently empty suits of armor animated by the chaos of the plane. The portal inside leads to the layer the mephits call Storm (catalogued as the 44th).

Another important site is a floating school of wizardry (called The School of Terror) where the tanar'ri known as teradrozu train their young and their mortal thralls in the mystic arts. There are no stairways in the school, and the bookshelves in their great library reach upward for several stories without any ladders. The school contains numerous portals to other Abyssal layers, including the Plain of Infinite Portals and Azzagrat. The teradrozu also send regular expeditions to the ruins of the sleeping world in hopes of finding arcane lore.

Chioa is a living fortress of flesh and ice, home of the winged, vampiric demon lord Eisheth Zenunim, who plots the destruction of humanity from her throne overlooking the shattered, imprisoned world. Occasionally she will take one or more of the chalkydri as a mate. Her daughters from these unions are half-serpentine vampiric creatures she calls lamiae. They mature quickly and are sent to the material plane to corrupt the leaders of men and tanar'ri alike. She also keeps several teradrozu as advisors; the School of Terror exists on her sufferance.

The other well-known settlement is the Body Tower, a nest the chalkydri have made from the corpses of their victims. Over the millennia, it's grown very big indeed, and millions of chalkyrdri live in it with their young.

Services. Once every thousand years, a world from the Material Plane passes through a giant portal into the layer of Deathwinds, wiping out most of its surface life. The planet has adapted, and its plants and animals go into hibernation during this period. When the world returns to its plane of origin, the demons and such that have tagged along go into hibernation themselves, perhaps because of the will of that world's remaining gods, or perhaps because of some gas emitted by the wakening plants. It's because of the latter theory that some planars seek the world out, hoping to find something that would provide them with protection during meetings with the tanar'ri.

Also inhabiting the layer are petitioners, dragonlike creatures called thunderheads, and prides of cataboligne, flying demons with catlike dexterity and senses. They are often used as guardians on other planes, though the Chalkydri kill them if they can.

Layers the Sixty-Fifth and Sixty-Sixth, called Arachnadia's Web

Once, in the boundless Abyss, there was a layer. It was mostly mist and void, but full of pits leading to ghastly layers of pure chaos and evil.

Most thought it useless.

The demon queen of spiders known as Arachnadia, Lolth, and Megwandir suspected otherwise, however. From her fortress on the Plain of Infinite Portals, she had perfected the art of spinning souls into webs. She dropped a single line of this digested spirit-stuff into the well leading to the useless layer, and built an empire.

Weaving seals over the more dangerous pits, she found the layer very conducive to the making of new portals to mortal worlds. From these, she began inserting thin lines into mortal societies - first one, then another. She was part of the feeding frenzy that erupted over the corrupted drow elves, and she was soon revered by debased humans and dwarves, as well.

Through her messenger Selvetarm, she arranged the destruction of her rival Zanassu, Prince of Spiders. Zanassu had ruled a chaotic maelstrom (within one of the pits) through which he had spun webs of his own - not of true soulstuff, and not defying the so-called laws of space and perspective as Arachnadia's did, but formidable in their own way. Arachnadia claimed his layer, and wove strands connecting it to her own, as well as the realm of Mantha which Zanassu had grasped at with his webs long before.

Also in Arachnadia's Web is the House of Wailing, a realm where the defeated Kiaransali hides with her banshee court. Kiaransali has drank of Arachnadia's venom and reluctantly sworn fealty to the demon queen, though once she had tried to rival her.

In a particularly dingy and gloomy pit is a city of duergar petitioners. Long ago, Arachnadia was an ally of the duergar god Laduguer, and her temples existed openly in most duergar cities, her priests tending the giant spiders the gray dwarves use as mounts. To cement their relationship, the spider goddess invited a high priestess of Laduguer - some say a daughter of Laduguer himself - into her layer of the Abyss. After feeding her a sumptuous banquet, the handmaidens of Arachnadia guided the priestess to her guest room. After she had drifted off into sleep, spiders sealed the room with soul-silk, trapping the duergar forever.

On the Material Plane, there was a night of blood and carnage as minions of the demon queen attempted to kill as many of her dwarven clerics as possible while she still had a claim on their souls. A few managed to break free and drive the demons off, which is why there are still duergar with the knowledge of spider-breeding today.

Some say it was only then that Laduguer was officially banished from the court of the dwarven gods.

Arachnadia had her new harvest build a city around the imprisoned priestess, which she named Luochlor. Although no respectable duergar would ever worship her from then on, the spider goddess now had a site that would act as a lure for all chaotic duergar whose faith in Laduguer was less than sure. Over the millennia, the city has expanded greatly. Laduguer would dearly love to free his priestess and have the city destroyed, but he is unable to penetrate the Abyss.

The town of Free Will is built on the edge of a Pit leading to the Layer of Evil Incarnate.

Encounters: arachloths, spiderleg horrors, brood mothers, araneas, driders, choldriths, ettercaps, monstrous demonic spiders, monstrous spiders, ghost spiders, abyss ants, vampire arachloths, maurezhi, mariliths, chasme, slaadi, dretches, bodaks, petitioners, giants, banshees, drow, humans, dwarves, goblins, human and dwarven driders, half-fiend ettins, retrievers, bebeliths, yochlol.

Layer the Eighty-Eighth, called the Gaping Maw, discovered in the tenth year of Factol Soretti the Spider.

Whispers nagging pleading demanding advising ignoring prattling mocking...

Always whispering. Thousands, millions of voices whispering.

Sibilant whispers.

Demogorgon is plagued by them. He/they always have been.

One voice calls itself the Slave, and rages over its long-ago captivity in the jaws of the god Sekolah.

One voice calls itself the Child, and mulls over the destruction of the multiverse, making piping sounds sweet as honey.

There's the Queen of Darkness with her reptillian hordes, the Elder Kraken with its unspeakable lusts, the Furies with their endless cries for vengence, Demos the Creator with his self-importnat servants, and Gorgos the Monster with his hatred of all that is.

Many of the voices have an inexplicable fear of the serpent god Merrshaulk.

But Demogorgon has finished out what to do with them: to rid himself of the whispers, all he has to do is build them worlds.

And he's figured out how. At least, some of the voices have. Deep within the fortress Abysm the fiend draws forth the energies of the Abyss and shapes them into entirely new layers. He's already made hundreds.

If some abyssal lords were to know about this plan, they'd scoff. What's the use of dividing infinity? Any one layer of the Abyss is already plenty large enough to hold all the demons that ever were and more besides - Demogorgon should be looking outward to expand his holdings toward the layers of other lords or parts of other planes, rather than weaken his own.

But some of Demogorgon's more lucid voices know what they're doing. A layer of the Abyss can be many things, among them a laboratory for the creation of new tanar'ric breeds. He's made others into plane-crossing ships, or just hidden them away. There are half a dozen in chests stashed in his towers and vaults. He put one inside a gemstone and gave it to a shadow-fiend to take to Sigil.

The vast majority of Demogorgon's infinities are unknown and uncatalogued by anyone. Others he busily fills with tanar'ric recruits, or ships to special locations. What would happen if the Abyssal layer he froze in Cania's ice were to thaw a thousand thousand years from now? Perhaps a specially timed fireball would ensure that...

Relations: it's said that the monkey-headed Abyssal lord Mandrillagon is either Demogorgon's brother or son. In fact, Mandrillagon is another of Demogorgon's voices, somehow given his own flesh - possibly made from an entire layer of the Abyss, collapsed into a humanoid form. Mandrillagon rules a layer filled with bar-lgura, quaggoths, and rakshasa. He doesn't like Demogorgon much, but will ally with him in times of crisis.

Merrshaulk: the myths of the dragons and couatl tell of the World Serpent, an archetypal being that supports, creates, destroys, and recreates the multiverse. Different aspects of this being have different levels of purity or debasement - the dragons call their most favored aspects Io and Io-Chronepsis, while the couatl call their most revered aspect Jazirian.

Both races agree that Merrshaulk is the most corrupt and hateful aspect of the World Serpent imaginable, too torpid and useless for any proper entity to revere, but it just might in some sense *be* the Abyss incarnate (as the couatl believe Jazirian is the incarnate form of the Seven Heavens of Celestia). If this is true, all other serpentine entities of the Abyss, including Demogorgon, might be a further corrupted form of *it* - something like a solid dream imagining it was the dreamer. What would happen were Merrshaulk to wake? Would all the layers of the Abyss merge into one?

Perhaps better not to speculate.

Layer the Ninetieth, known as Gorgonashk. Discovered in the thirty-eighth year of Factol Angelina the Fly.

This jungle layer is eternally cloaked with night. Warm, reddish liquid drips from the cloudless sky at all hours, apparently oozing from the wounded stars that glare like hateful flames. Whispers fill the air, with no observable source. Strange ripples have been spotted in the firmament, like vast tentacles.

The River Nihilus, a tributary of the Styx, flows through this layer from the eighty-ninth (known as Demozg). The River Nihilus drains experience, life, and substance as well as memories. Its source is apparently the brine flats of Gaping Maw, because all three layers are controlled by the wicked god Demogorgon. Gorgonashk is known to be the location of the City of All Demons, where hundreds of thousands of tanar'ri of every breed live and die. The city is a sentient, vampiric entity that drains life levels from all non-tanar'ri who enter. Demogorgon has a palace a few days journey from the city, where he has been known to entertain visitors on occasion.

Although both the fetid jungles and the void between the stars are filled with menaces, the primary guardians of the layer are a group of 6 balors called the Furies. The Furies work directly for Demogorgon himself, punishing all who defy him, including Demogorgon's own competing personalities in the other layers controlled by the prince of demons. Many times they've raided the towers of Abysm or the Temple of Insanity, and many times they've been repelled.

The most egotistical and audacious of the Furies calls himself simply Balor. He believes he is the one true example of his kind and plots to twist Demogorgon's vampiric artifact to absorb all others of his breed into his own substance.

Layer the One Hundred and Twenty-Ninth, Called "Towers of Black Iron."

The Towers are forged of souls, polished black and shiny and mirror-finished. They taper toward their tops, terminating in edges sharp enough to slice holes in the sky. Tuchulcha is mirror-finished too; he's a half-mechanical hybrid demon armed with rotating cutting blades and six spiderlike legs. His body is small and fleshy, like a dretch. His specialty is the serving of agony in a very clinical, objective manner. His servants are skinned. He has been called the Lord of Scapels or Razors, and the Prince of Precision. His goal is to collect new souls to add to his towers. He has no other.

The terrain of the 129th layer is mostly pleasant woodland in the immediate proximity of his sky-ripping towers, and degenerates into petrified forest and arid badlands after that.

There is a river of rust. Hydroloths have been known to swim in it on occasion, but there is no native life.

Layer the One Hundred Sixty-Fifth, called the Etheria. Discovered by the Fabulous Shifting Ship of Nibble the Explorer.

"After hearing years of rumors from Abyssal travelers of tanar'ri disappearing into Ethereal-like media, we have finally confirmed the existence of an "ethereal" Abyssal plane. Putting a tracking arrow into a succubus, we followed her into a most curious fiendish fog. After satisfying ourselves (with various attempted conjurations) that this was not the true Ethereal, we jotted down our course and left. Unfortunately, Smitty was eaten in the meantime."

The Etheria is a realm of swirling, colored mists very similar to the Ethereal Plane, and in fact it functions as one for many coexistent layers of the Abyss. Tanar'ri (or anyone, with the proper spell key) with the ability to cast ethereal jaunt spells can use them to enter the Etheria from these coexistent layers.

One of the most striking differences between the Etheria and the Ethereal Plane is that the ephemeral proto-matter incidently made by sharp movements (such as combat) in the Etheria have a nasty pseudo-sentience, and it is capable of dealing non-tanar'ri 1d4 points of damage before dissolving back into the mists. Tanar'ri seem to get along with the proto-matter, and can use more permenant streams of it to create nests and lairs.

Another difference is that it is not possible to create demiplanes in the Etheria. The abyssal layer simply won't allow it's substance to be split up in such a way, since demiplanes would likely become abyssal layers in their own right.

Besides tanar'ri, the Etheria is inhabited by fiendish versions of ethereal marauders and phase spiders. Standard xill also have a settlement, led by a half-marilith queen.

Layer the Two Hundred and Thirty-Third, called "The Writhing Abyss." Discovered by Tristyn, Godsman witch.

Character. It is a place of ridges and canyons that move beneath your feet. It is a place of slime and sand, where the true terrain is hidden. It is a place of beasts that curl like rivers, bigger around than a whale and longer than the tallest trees. It is the abyss of leviathan worms.

The lesson of this layer is that in the Abyss, the very ground can open up its fathomless maw and devour you. Look sharp and watch your feet, and don't plan on staying in any one spot for too long.

Power. No gods or demon lords dwell in the Writhing Abyss, unless the colossal worms which are both the primary inhabitants and the very landscape were once more intelligent than they are now. Some of the natives claim this is true, and the leviathans are either degenerate deities or they are deities still, as worthy of worship as any have ever been. Self-declared druid-priests claim to be able to read the language of ripples and shivers in their flesh, and eagerly translate their masters' demands. Others search for the single Elder who is the father and mother of all the rest. They believe it guides the movements of its children, and is itself big enough to circle infinity.

Description. The landscape beneath the worms is greatly varied, ranging from dry desert to salty ocean and everything in between, although no growing things survive except algae and fungi. The only evidence of what might be beneath any one point is what happens to be caking the the worms' thick hides. They cover everything, even one another, often to depths of half a mile. There are so many that no matter how much damage you can deal out, it's almost impossible to get beneath without being crushed between them.

Leviathan worms (Mystara MC): CR 13; Colossal Vermin; HD 40d8+360; Init +0; Spd 20 ft, Swim 20 ft, Burrow 20 ft; AC 20 (-2 Dex, +20 natural, -8 size); Atk +16 melee (4d6+16 bite; 2d6+16 slam); Face/Reach 15 ft. by 40 ft./15 ft.; SA Improved Grab, Swallow whole; SQ tremorsense, vermin qualities; AL CE; SV Fort +31; Ref +11; Will +12; Str 43; Dex 6; Con 29; Int -; Wis 8; Cha 2.

Skills: Listen +10

Improved Grab (Ex): To use this ability, the leviathan worm must hit with its bite attack. If it gets a hold, it automatically deals bite damage and can attempt to swallow the foe.

Swallow whole (Ex): A leviathan worm can try to swallow a grabbed opponent of Huge or smaller size by making a successful grapple check. Once inside, the opponent takes 4d6+9 points of crushing damage plus 1d8 points of acid damage per round from the worm's gizzard. A swallowed creature can climb out of the gizzard with a successful grapple check.

Tremorsense (Ex): A leviathan worm can automatically sense the location of anything within 60 feet that is in contact with it or a nearby worm.

Vermin (Ex): Leviathan worms have no intelligence scores and are immune to all mind-influencing effects. They are blind.

Major towns. No permenent settlements are possible in the Writhing Abyss, but various groups, mainly tanar'ri and bodaks, scamper about, never sleeping, obeying the imagined commands of their crawling hosts or simply attacking one another.

Principle nonplayer characters. The Arcane Observer is a mercane who, unique among his kind, never attempts to buy or sell anything. Instead he merely watches, surrounded by his platoon of bodyguards. He will answer questions put to him, but will not say what his purpose is on this plane.

The Seeker of Bone is a retriever that seems to have become independent of any master, or else its mission here is so long, involved, and perhaps contradictory that it has been unable to leave for centuries. It has become something of a prophet among the locals; although it does not claim to be able to communicate with the worms, it says it knows something of the secret core of the world, the skeleton through which the leviathans crawl. It is in these continental bones, not in any infinite Elder, that the magic and intelligence of the worms is stored. The Seeker says it is in the process of mapping out the subterranean skeletal layout, so that it will know the nexi and flow of power. Others have declared the Seeker a heretic, and seek to destroy it.

Services. A persistent rumor says that worms crawling deep beneath the others produce a rare and magical spice, and this is enough to draw the occasional merchant into the layer. Native traders do indeed have spices to sell, but they are of doubtful use and probably come from the bodies of the tanar'ri themselves. If the worms do produce anything of value, it would be a great challenge to get at it.

Layer the three hundred and fifty-second, called The Incessantly Sublime Court.

Everywhere is the sound of bells, small and fey. Smiling jade statues (moon-colored white jade) radiate auras of tranquility. They're sentient, they're golems, they're vampiric; they're turtles, carapaces with demons inside. This layer offers three gifts: it conjures endless delights for the flesh, hallucinations for the mind, and bargains of unlife to ensure damnation.

The Incomprehensibly Sublime Court was torn from Pandemonium by Obox-Ob, saved from madness by his blissful stones into something more calculating.

Walking corpses and ju-ju zombies are common: these are the ultimate recipients of Obox-Ob's gifts.

Obox-Ob lives in a palace in the moon, which fills up a full third of the sky. He is served by abyssal hounds and varrangoin. Many of his servants are some hybrid of human and bat, or are arcane spellcasters in search of ancient power regardless of the cost.

Obox-Ob lives deep under the ground. Moonlight glows from the deepest caves. The way to the moon is downward. Tunnels, secrecy, primal cave rites. Slaves in the deep moonstone mines. Mountains of the moon.

Some say Obox-Ob is the greatest of the varrangoin, the abyss bats. He is their revenge for the sufferings given to them by the tanar'ri. Others say he is a tanar'ri, and one of the primary sources for varrangoin suffering.

Fear, bogeymen, incomprehension. Rupture of logic.

Layer the Three Hundred and Sixty-third, called "The Living Sea," discovered by Ignobly, an ooze mephit.

"This layer is an ocean which is one astronomically sized aballin (a magical acidic creature also known as Living Water). Were it not for the tanar'ri, I might have sported in it longer."

The Living Sea resembles a clear, placid sea utterly devoid of fish or plant life. Rocks and sand can be seen on the seabed, miles below.

Touching the surface in any way rouses the aballin, which creates a gelatinous pseudopod and attempts to envelop the disturbance.

Pseudopod (CR 2 Hazard)

Improved Grab (Ex): To use this ability, the aballin must hit. If its attack roll (the Living Sea attacks at +10) succeeds, the living water can attempt to envelop its foe.

Envelop (Ex): The aballin can try to swallow a grabbed opponent of Huge or smaller size by making a successful grapple check. Once inside, the opponent begins to drown.

Water breathing is useless, as aballins are not true water. Escaping a pseudopod of the sizes the Living Sea can muster would require doing at least ten hit dice worth of damage. Transmute water to dust and lower water, however, work fine.

Fortunately for the tanar'ri, they don't need to breathe. However, they tend to find this layer has little to offer them besides the pleasure of drowning others, so long-term residents of the Living Sea are few, except by the occasional fugitives and exiles.

Major towns. Kalimort is a town populated mainly by babau and their rutterkin thralls. They live in a floating city built on pontoons made from the wood of a tree with acidic sap common on another layer (possibly Acid Snow, the 614th). The uncommonest thing about the babau of Kalimort is their powerful psionic talent, which they have cultivated for several centuries now since they escaped from the layer called Insane Illithid Elder Brain, catalogued as the 428th. The babau psions practice their skills in the solitude of Kalimort, since the Living Sea is a fairly thinly populated layer of the Abyss. They hope eventually to grow potent enough to retake the 428th layer, slaying the elder brain overlord in vengence for their past subjugation. Some among the babau consul have suggested a temporary alliance with another powerful tanar'ri psion, such as Yartuniu or Fraz Urblu. So far, this has been rejected.

Special conditions. Aballins are weakly acidic, so any organic material that falls into the "water" is dissolved after a few weeks, unless it's immune to acid. The Living Sea also has tremorsense, and is intelligent enough to use tactics.

Layer the Three Hundred Eighty First, known as "Bodak's Layer."

Gondor is a bodak who has accomplished more than any other, having become an Abyssal lord in his own right. He was once a Prime wizard transformed while visiting the layer of the Abyss known as Evil Incarnate. He escaped from the hordes of bodaks there and entered the source of magic in the layer of Lady Unsere, Queen of Sorcery. It resembled a great green witch-flame gouting from an iron tower shaped like a torch; supposedly, Unsere drew the fire from a legendary "core layer" that powered all the other layers of the Abyss. Gondor stole a hollow reed from Unsere's own bedchamber, and used it to hold a tiny spark from the Tower of Witch-Flame. Hiding the reed in a mandragora's skull, and the skull in a sow's body, he rode the sow through a portal, and there he established an empire.

The layer was formally called Black Blood, and known mainly for its warm, salty sea and utter lack of light. Gondor built a tower to very exact specifications (using in part the geomancy of the abat-dolor druids), filled the very top with refined Abyssal petroleum, dropped his reed in, and ignited it. Power surged into Gondor, and a layer of the Abyss was soon his.

Major towns. Bodakor, City of Bodaks, is one of the most densely populated towns in the Abyss. It's not very large in area, relatively speaking, but it's all crunched into an enormous iron bowl held by an iron statue knee-deep in a sea of molten lava. The statue, which glows hot near the bottom without melting, is of Lord Gondor himself, a crouched, bestial-skulled bodak dressed in flowing robes, his eyes concealed by a cowl. Tens of thousands of bodaks live in the many levels of Bodakor, trading knowledge, training in weapons, and planning attacks on the tanar'ri. At any time, swarms of flying mounts - often abyssal wyverns and fiendwurms - can be seen entering and leaving the bowl's many gates.

Special conditions. All who die in the Abyss of Bodaks become a bodak themselves - even tanar'ri. This fact has kept the tanar'ri from making a major assault into the layer. Those that do attack Gondor's realm often find themselves joining his army.

Current chant. Gondor made many enemies in his previous life on the Material Plane. Although the land of fey magic he once despoiled has been free of him for a dozen centuries, some of his original victims are still alive. One in particular, a paladin named Whiskerkins (Prime/Male Fey Mouse/Paladin 23/Desderain/LG), has been trying to find a way in (without passing through Incarnate Evil) for a long time, for he has sworn that Gondor will reverse his land's curse or die. The fey mice hate the humanoid forms Gondor gave them, and wish a return to the simpler, more communal life they enjoyed before.

Layer the Three Hundred Eighty Third, known as Glabhelror, or The Abyss of Howlings.

Glabhelror is a whining, wailing plane, most of it burning from the firestorms that sweep the land on a regular basis. Reality is a thin and much-abused thing in Glabhelror; fundamental forces like gravity, light, and sound often fail; the fires sometimes burn in reverse, water runs uphill, and wild magic regions are prevalent in the wildest parts. Running through it are yeth hounds, howlers, vorr, abyssal hounds, abyssal wolves and skulkers, hell hounds, and a variety of other fiendish canine creatures, but the most feared of the natives are the glabrezu, who first evolved on this layer of the Abyss.

Once, perhaps, the glabrezu were like other tanar'ri, with little on their mind but random destruction. Certainly, many of their cousins in the Abyss of Howlings are still this way, leading a primitive lifestyle in the wilderness. Somehow, though, a group of them became something more, taking the art of summoning further than any tanar'ri ever have. This is how the great Glabrezu Academy was founded. Many members of the Conclave that controls it, and the entire layer, are the very same fiends that started it so long ago.

With the founding of the Academy, the natives of Glabhelror had found a niche as useful to the Abyss as the herding instincts of the ebon deaths or the dimensional instability of the hezrou. With knowledge of summoning came knowledge of being summoned, and the glabrezu began to appear more and more to foolish mages, offering to tutor them in exchange for more access to other planes for their followers and themselves. Some schools of magecraft have permenent exchange programs with the Glabrezu Academy, though they inevitably try and break the bargain when they see the disaster it brings. It doesn't matter: tanar'ri care little for bargains one way or the other.

As a result of the glabrezu specialty, Glabhelror has a sizable population of non-native creatures, from hordlings to mortals to dinosaurs. These are mostly turned out of the glabrezu cities and monasteries as the tanar'ri tire of them, and they are forced to wander the burning wastes. The high frequency of summoning magics also attracts nabassu, who always enjoy a free ride.

Admittance into the Conclave is informal - those with the power do so, and the rest are forced to serve. Those glabrezu without conjuring talent often turn to thievery. Outside Glabhelror, glabrezu thieves, spies, and illusionists are actually more common than conjurers are.

Layer the Four Hundred and Twenty-Sixth, called "Insane Illithid Elder Brain," discovered by Tvak Tlin, a githzerai rrakkma hunter. Interdicted.

Character. Ignorance is the only truth. Destruction is the only power. Knowledge and laws are lies created for the weak; strength and freedom come from their rejection and denial. The destiny of the mind lies beyond the shadows of weakness, into the pure transcendence which is annihilation of all reason and all thought.

Power. Long ago there was an illithid whose name translated as "First Sage of Inquisitive-Faithful." A noble of its kind, First Sage was fascinated with the planes and their promise and power. Carefully avoiding the githyanki, it explored the Astral and Outer Planes for many years, even joining a precursor of the Sign of One faction called the Demiurgic Explorers. As its mental powers expanded under the Explorers' tutilege and its own research, it began to increasingly identify with the psionic god-brain Ilsensine.

Then something strange happened. First Sage's increasing obsession with Ilsensine and even semi-masturbatory worship of it began to create something deep within the illithid's mind. Slowly at first, then more quickly a copy of the great god came into being entirely within First Sage's fertile id. To the mind flayer's consternation, unpredictable psionic surges began appearing around it with increasing frequencies, and in the corner of its eyes First Sage believed it saw cranium rats. One night, while the psion was lying in a saline bath undergoing the illithid version of sleep, it had a strange and vivid dream. It was travelling through the Outlands toward Ilsensine's Caverns of Thought, escorted by thousands of illithids heralding First Sage of Inquisitive-Faithful as the realm's new king. Then things grew darker: sitting on the god's throne, First Sage suddenly had an intuition of presence behind it. Mentally whirling, it confronted Ilsensine itself! Instead of the welcome it expected, it felt only pain as the deity attempted to strip First Sage of its experiences and psionic power, turning it into a zombie under the god's command.

First Sage would have none of it. Desperately, it fought back against the divine tendrils.With tsunamis of psionic energy manifesting all around, the psion and the dream-god fought, and the battle tore First Sage's mind apart.

And First Sage of Inquisitive-Faithful awoke mad.

Barely able to hold two thoughts together, the psychotic psion knew only that it had been attacked by something hungry for its knowledge, and that the attacker had somehow been its own creation. A faithful worshipper, it had betrayed by an evil master. Its entire race had been betrayed. It had been the betrayer, leading the vividly remembered cheering crowds to their doom. It had been an earnest scholar, taken advantage of because of its wisdom. It had been a fool-hardy venturer into mental territories best untapped, and it had been punished for its attempt to advance beyond where mortals were permitted. Foolish mortals had attempted to usurp its throne! They had been slain! Forgive us, oh terrible lord! It was its entire race, its foolish, greedy species that had brought it to this end. They must all be punished! It was knowledge itself, conspiring against it as it had been all along. Yes, I am knowledge, the infinite god-brain, and I'll devour you whole! Etc. etc.

How the former First Sage managed to transfer its brain to a pool in the Abyss and keep it safe while it grew further in power is unclear. The community of its birth, Inquisitive-Faithful, was utterly destroyed and its brain-pool starved until it was devoured by ravenous neolithids. At some point, illithids were enslaved in order to begin a building project in the lower planes, and their mass graves litter the landscape. But there are ruins of golden palaces, too, pleasure salons where favored flayers were treated as emperors until they, too, were killed. And other palaces where a bewildering variety of species were alternately pampered, tutored, and destroyed by the whimsical new Abyssal lord. Hundreds of different attempts at establishing standard illithid communities can be found in the tunnels and caverns beneath the surface, each one ending with the elder brains killed and the illithids scattered and hunted.

The Elder Brain of the Abyss, as the former First Sage now styles itself, is now a conglomeration of thousands and thousands of still-living brains taken from hundreds of different species: human, githyanki, tanar'ri, slaad, yugoloth, baatezu, eladrin, psurlon, neh-thalggu, and of course illithid. First Sage's original intellect, what there is of it, still powers the whole thing, dominating and obliterating any opposition other than its own, but it is now filtered through an amazing number of incompatible mental topographies, and is ever in search of more.

Description. Tvak Tlin summarized the layer disparagingly: "An abyssal layer ruled by an insane illithid elder brain, filled with demonic neolithids and so forth. Hopefully, the tanar'ri and the brain will eat one another." Tvak had no desire to stay long, however, once she realized the illithid she had been following had been devourered by the Abyssal natives.

The four hundred and twenty-eighth layer of the Abyss is desert of psionically-active sand, with ranges of hills made of gray stone, tangled like ganglia. Warm, shallow seas and miles of subterranean tunnels fill out the rest of the terrain. The land continues for several years' journey and then drops off into starry void. Sandstorms and typhoons are common. The sun is black.

The population is mainly divided between nomadic bands of former illithid slave-races and powerfully psionic demon species, although unusual ceremorphic hybrids also flourish. Standard illithids are few, and scared.

Special conditions. Because every grain of sand in the layer is an empowered crystal, travel through Insane Illithid Elder Brain can be a confusing and delibitating experience. Psionic characters suffer must make a Will save every round or suffer from a psionic Hallucinatory Terrain spell, as well as losing a psionic strength point or whatever they're called now each round in which they fail.

Current chant. A proxy of Ilsensine, a revolting lurching giant made of brains called an eater of knowledge, has entered the layer and somehow avoided the ill effects and hostile predators that make short work of most psionists and cranium rats that try to explore the terrain. In fact, it seems to be specially empowered, and is cutting quite an impressive swath of destruction.

At least, that's what seems to be happening. But is it truly a proxy of Ilsensine, or another phantasm created by the strangely distorted mind of the layer's own ruler?

Layer the Four Hundred and Thirty-First, called "Chaotic Memories," or the Sea of Devouring Dreams, discovered by the mind mage Colthar. [Interdicted]

"A stygian realm where thoughts of the past come to horrible demonic life. The creatures I met were like astral searchers, but uniformly twisted and evil; may one day slide into Pandemonium and become a realm of completely random memory, where it's impossible to have a coherent recollection."


"I found a portal to Chaotic Memories in my dreams. Heed my warning: do not fall asleep in the Abyss, for even on the Plain of Infinite Portals dreams can have a demonic presence all their own. While I slept in a wayfarer's inn in the gathering city of Anchortown my nightmares snared me and dragged me through a gate carved from my own bones - I saw them peel off my flesh and muscles and build it, while they pinned my soul to their horns and forced me to watch.

"And they dragged me through."


There are no solid forms in Chaotic Memories, only naked souls, memories and dreams. Mostly, these are stolen from sleeping visitors to the Plain of Infinite Portals, though the dreamwalking natives of Chaotic Memories often explore other layers in search of victims. The best pickings are found on the less explicitly dangerous layers like Azzagrat and A'shad'Ifohg, where travelers from other planes can be frequently found. Demons don't dream, or at least they don't separate their dreaming experiences from their waking ones.

To most observers the abyss of Chaotic Memories initially resembles a mist-covered black sea beneath a sky as gray as tin. Although the waters of the sea resemble those of the Styx, there is no direct connection. Perhaps the layer is made of memories the Styx has drank, or perhaps it is made of memories the Abyss has of the Styx itself.

Once the hunters bring a soul to Chaotic Memories, they set it loose. Thereafter, the sites and creatures it witnesses are all inspired by the soul's own recollections. They encounter visions of their family, allies, and acquaintances, of places they've visited and lived. All of these things become twisted with evil, tormenting the soul in order to feed the layer with its suffering. Eventually, they consume it: Colthar escaped because he had some experience traveling outside his body; after a period of panic, he simply ended the astral projection spell he had used to enter the Abyss in the first place, causing his sleeping second body on the Plain of Infinite Portals to dissolve.

The best way to avoid being killed in the abyss of Chaotic Memories is to fight off the demonic hunters who are attempting to drag you there in the first place. A dreamer has all of her waking abilities and equipment to draw on in order to this. If the dreamer fails, however, there are still a few ways out. Scattered throughout the layer are islands of bone on which portals have bone have been constructed. Each of these portals represents a victim of the layer, and they lead to the place the victim's body once lay. Unless the dreamer finds the portal to his or her own body, however, she is still incorporeal until she finds it the hard way, searching the Abyss for it, or finding portals to other planes and searching those places. The body lies comatose until reunited with its soul, or it dies of dehydration if left unattended for too long.


Chaotic Memories has no ruler, and its inhabitants have little personality beyond that given them by the dreamers and the nature of the Abyss. What drives it is simple hunger.


The evil dreams of Chaotic Memories have the skills and powers of the characters from the dreamers' memories that they mimic, used for the purpose of terrorizing and ultimately devouring the dreaming soul. After the soul is devoured, the memories dissolve with it, and once again become incorporeal hunters ready to leave the layer and hunt. They resemble astral searchers, but without the ability to posess their victims.

Memory Predators (Pack, 6-12). CR 3; Medium Outsider (Chaotic, Evil, Incorporeal); HD 2d8; Hp 9; Init +0; Speed 30 ft (perfect); AC 15 (+5 deflecton); Attacks incorporeal touch +3 melee; SA psyche touch; SQ incoporeal traits; SR 21; AL CE; Fort +3; Ref +3; Will +3; Str -- Dex 11 Con 11 Int -- Wis 14 Ch 20

Skills and feats: Weapon focus (touch) (B)

Psyche touch (Su): The touch of a memory predator reaches to the very core of its opponent�s existence. This damage is more mental than physical, however, and the attack only deals 1d6 points of subdual damage. An opponent reduced to 0 hit points or less by the touch of an astral searcher falls into a deep coma, at which point the predators will drag their soul back to their home layer.

Create portal (Su): Memory predators may create portals to the layer of Chaotic Memories within the dreams of defeated opponents. This is a full action, though it may seem to take longer from the subjective vantage of a dreamer.

(Astral Searcher stats taken from

The demonic entities known as the nuyul (see The Slayer's Guide to Demons from Mongoose Publishing) also occasionally find their way to the layer, but they are rare.

Layer the Five Hundred and Seventy-Third, called "Plague," discoverd by the dergholoth mercenary Cavitos. Interdicted.

Character."This is a layer of plague-demons, rampant disease, giant rats, undead, cities, sewers, etc. Pretty standard for the Abyss."

Power. Plague has no rulers. It is entirely populated by outcasts and refugees from neighboring layers, especially the realms of Tutulcha, Kostchei, Mastiphal, Graz'zt, and Slaanesh. Once, it was probably a wasteland of rotting flesh or sea of maggots like so many other layers of the Abyss, but Plague's central location has amassed millions of demons in a teeming infinite urban slum. Its inhabitants, having lately been persecuted by their lords, bow to no ruler and spend much of their time devouring one another. The only authorities are the Riders, three mysterious cavaliers or possibly armanites who pass through the streets and rotting buildings irregularly, destroying everything in their path. One is said to be made of steel, one of shadow, and the last of bone.

Description. "Teeming, infinite slum" pretty much covers it. The cities are ruins built on ruins built on ruins; no road is cleared before it is filled again with trash and clusters of still-living organs, and new squatter huts on top of that. In Plague there are colonies of rot grubs that walk in the guise of men, neo-otyugh pimps and hustlers, rats that can chew the legs off a victim so subtly that she could walk on her stumps for an hour without noticing, and diseases so potent that even tanar'ri are not immune. It is probably the disease, more than anything, that prevents the layer of Plague from being conquered. Fiendish rats and flies, uridezu and wasted-looking amputee versions of most other tanar'ri breeds carpet the streets thick as smog.

Prominent NPCs. The movers and shakers of Plague's economy are the blade runners, the ones who procure the weapons and supplies for the plague breeders, amateur surgeons, eugeneticists, and charnelhouses that define the layer. The best of the best is a half-human vrock named Ragdoll (Planar/Male Cambion/Rogue 10/Expert 5/Free League/CE), who claims to be able to get anything for anyone, anywhere. Ragdoll looks much like any vrock, except for his cherubic, painted human face.

Services. The primary natural resource of the layer of Plague is its fiendishly strong diseases. The most common harvesting method for visitors is to catch a small demonling such as a quasit and seal it in an air-tight container that's still flimsy enough to shatter with a strong impact. These vessels are used as catapult shot in the Blood War; particularly boastful inhabitants of Plague claim that these missiles are what caused the diseases of Oinos to come about in the first place.

Thanks to William S. Burroughs for being dead.

Layer the Five Hundred and Ninetieth, called "Storm of the Abyss," discovered by the githyanki hr'ak'nir Hk'lwgan.

"I discovered this layer of the Abyss by following the astral winds - the baleful Abyssian breeze slowly fades to mere thoughts, still potent and recognizable, as they blow from a color pool that gapes eternally open like the maw of Sekolah spitting the gnawed bones of whales into the void.

"I think the winds are actually supposed to act as a lure, drawing those who favor freedom and the will - as so many children of Gith do, as the entire Abyss does - without their knowledge. I fear many of our people have been lost in this way. Were I not a hr'ak'nir, trained to recognize such things, I believe I would have been lost as well."

Power. The cataboligne demons, primary inhabitants of the layer, are ruled by an Alpha Pack, the chief member of which is an elder cataboligne calling herself Bastet (Female planar/cataboligne demon/wizard 8, ranger 10/CE). Bastet has no direct power over the other packs, but her words are listened to with great respect.

Description. The layer itself is similar to the Quasi-Elemental Plane of Lightning, but with snow and icebergs (some continent-sized) flying through the void, or flowing like the earthbergs of Ysgard. This is the greatest remaining bastion of cataboligne civilization, where they rule the winds as they did of old, using them to further the corruption of the rest of the multiverse.

Major Towns. Flying alone through the void is a fortress resembling an enormous red gemstone. Here the greatest wizards of the cataboligne live with the Alpha Pack.

Eons ago, there was a war between a power of air called the Mother of Storms and a power of earth called the Jeweled Ape. After centuries of struggle the Storm Mother managed to imprison the Ape in a perfect gemstone the size of an ogre's fist. She delivered this gem to the cataboligne of the Abyss, then a powerful race feared across the planes. She gave them the gem to watch over, but as she made to leave the cataboligne arch-wizards captured her as well.

The gem still exists, and its shape inspired the form of their fortress. The gem itself is set in the forehead of Bastet, as it has sat in the skulls of her ancestors for generations beyond counting. The cataboligne have two other treasures, kept in identical gems, kept in two identical iron chests, built into Bastet's throne. One contains the Mother of Storms, and the other contains the sun, moon, and stars of a world of the Material Plane.

Special Conditions. The winds flow capriciously into the Astral Plane and the rest of the Abyss, drawing those of chaotic evil alignment closer; they must make a Will save for every turn they're exposed to them or follow them through the portal from which they came. In Storm of the Abyss, such enspelled victims blow about, until they are eventually absorbed by the Abyss.

Current Chant. It's said that an ancient ranger hunts the Abyss in search of his world's sun and nighttime lights. Most interested in stopping him is Orcus, who cursed his planet long ago. The cataboligne have little loyalty toward others of their race, but know that some alliance might help them stave off extinction; they will be interested to hear stories of their cousins on other layers.

Layer the Six Hundred and Fourteenth, called "Acid Snow," discovered by the agathi Hrrnalgh and the half-dragon Lambshead.

Character. Burning cold. A layer in mourning for its lost lord, shrinking and declining, growing more foul and destructive with each passing season.

Power. Acid Snow is unruled, though servants of Mandrillagon, lord of the 532nd layer of the Abyss, have been seen in the layer in increased numbers. It's reported that Baphomet's armies have been rallying, and will make a move to stop Mandrillagon the moment his troops set foot in Acid Snow, though this may leave the Endless Maze vulnerable to an attack from Yeenoghu.

Thousands of years ago, Acid Snow was ruled by a lord named Yaksas. Something came and killed Yaksas, and since then Acid Snow has been in decline. The winds and lightning died down, the cataboligne left, one of the major rivers turned to muck, and the snow turned to its present acidic state. Still, most of the beasts of the wilderness make an annual pilgrimage to the mound that is Yaksas' tomb; perhaps the lord is not as completely dead as he might seem.

What happened? The locals blame the Four Riders of the Abyss of Plague, but what could their interest have been? Or perhaps gehreleths from Cathrys. But how did the lord invite such wrath from Apomps and his flights of stolen dead? Others mention the great baatezu incursion that created the �elemental demons� that are so common on this layer, fiends of ice and water and wind. They are common enough elsewhere in recent centuries, however.

Description. A snowy, mountainous landscape where the snow dissolves the flesh of those without acid resistance. A river of unfrozen sewage runs through Acid Snow from the layer called Plague. A single moon hangs in the sky; it is thought to be the source of the deadly snow.

The terrain, white and brittle, almost like vast scales, the hills and valleys like strange coils. Now mottled and gray. The dark clouds sweep across the sky like mad horses, as if the layer was a disk spinning uncontrolled through the sky - it is not, and the air is windless and still. The clouds were once storm gray; now they are pitch black.

The rivers, once clear, now run dark with blood and dissolved organs stripped from the flora and fauna. The nomadic snowdrifts, always terrible, now scream as they fling their substance at all within their range, dissolving it to nothing. The icewalls now contain mysterious swirling contaminants that resemble half-familiar landscapes, revealing strange stories to those who look closely. Those who look too long have been known to vanish.

The landscape itself sometimes seems to run, the horizon melting and the ground mingling with cloud and sky.

The layer is thinly populated, and fairly unimportant. Cold-adapted beasts roam the mountains and tundra, hunting one another. White-feathered vrocks are occasionally seen in the sky.

Principle towns. Jade Monkey is a town populated mainly by bar-lgura, although it's ruled by a half troll/half bar-lgura cambion named Ottar. Ottar rules from an ornate pagoda in the center of the village. They seek nothing but to left alone; they are particularly terrified of Mandrillagon, who claims (without much warrant or credibility) all bar-lgura as his subjects.

The town of Fifteen Blows, thousands of miles away, is the home of a drow wizard and his mephit servants. The drow, The drow, Lorlethorian by name (Pl/male drow elf/Sor14/CN/Fated) is actually an exile from the Plane of Air, where his family has lived in a racially mixed community for generations. He is a newcomer to Acidsnow, having only entered once he heard that the lord of the layer was safely dead. He exults in the freedom of an unruled, comparatively less deadly layer of the Abyss, and aims his not-inconsiderable resources in maintaining this new status quo.

Finally, the Caves of Ennui is a shadow fiend settlement. The shadow fiends of the Caves of Ennui are druids, and they work elemental magic to protect their home. They are uninterested in what goes beyond their immediate environment, but if the layer decays much further they may find it desirable to take action. Then again, they may not.

Special conditions. Those without protection against acid take 1d4 points of acid damage every turn they spend in the layer of Acid Snow.

Layer the Six Hundred and Twenty-third, called "Realm of Chaos." Discovered by the Heregul, Sage of No Repute. Entry by Jamus the Mad, of the Desderain.

"I've catalogued eight different species of creature native to the Realm of Chaos. None are tanar'ri as such; instead they seem to be a form of Abyssal undead, animated by the energies of pure Chaos instead of the negative energies of the inner planes. Perhaps clerics of chaotic gods could rebuke them, as clerics of evil gods rebuke the better known undead types? Anyway, the types are: cedar spawn, a type of undead tree; daemon warriors; daemonlords; fire dragons; frost wights, sand spawn, scavenger spawn, and shadow wights. There are tanar'ri here too, of course, but they're few and dominated by the undead (at least, I think they're all undead). Estavan of the Planar Trade Consortium seemed very interested in this layer. I'm reluctant to give him any sort of information at all, but I can't imagine him getting anything useful from this wasteland. Rumor has it the entity known as Pale Night once dwelled here as a consort of the land's ruler, who is called simply Chaos.

"It is also thought that this layer of the Abyss is the only route to those layers ruled by the wicked gods of the Shuttered World."

Layer the Six Hundred and Thirty-First, called "The Labyrinth." (interdicted by the Fraternity of Order)

Character. Eons ago it was created as a reformatory in Nemausus by a race of powerful runeworkers called the Sartyn. When Nemausus slid, the Labyrinth moved into the Outlands and then the Abyss as it went insane. Inside, an imprisoned race called the Patryn slowly learned to hope.

Description. The shifting, carnivorous landscape and the horrific, often titanic, and usually fiendishly fast beasts and foliage hunt down all intruders with a brutal and personal intensity. Still, the layer is divided into sections, and each section is a puzzle that can be solved. If all the puzzles were solved, the victor would reach the city of Nexus. Only a few have done so, and they return regularly to help out more of their kin.

Baphomet's spawn wish to conquer the Labyrinth. One has already been eaten by it.

If left alone by other denizens of the Abyss, the Labyrinth will eventually become lucid as the four Prime worlds the Sartyn built are healed. The Labyrinth's most likely destination is Ysgard.

Major towns. There are only two towns in the Labyrinth. One, called the Nexus, is a beautiful and peaceful town protected from the rest of the layer by a planar boundary. It was intended to be the home of the Patryn once the realm had "reformed" them. The other, Sanctuary, is a fiercely defended fortress-town where many Patryn and other like-minded exiles have made their stand against their world's demonic fury.

Layer the Six Hundred and Fifty-Seventh, called the Steaming Fen.

The battered ranger who told me of this layer claimed his world had been overwhelmed by the spider-fiends native to this part of the Abyss after the disappearance of the artifact of holy Law that had been keeping them at bay. He was the last survivor of a massive warband that attempted to meet the monsters on their home ground, stumbling into Sigil through a portal in the mouth of an abyssal worm.

The Steaming Fen is of two parts: vast salt marsh and turbulant ocean. Both ocean and marsh are studded with outcroppings of rock, some covered with jungle vegetation and slimy webs. The whole plane is dank and smells of decay. The air is thick with biting and stinging insects, and the ground and water seethe with crawling insects and other vermin. The water is, in some places, hot enough to scald.

The many ranks of spider-fiends fill this land in terrifying numbers. Their ruler, the Queen of Chaos, is thought to live in a maelstrom in the center of the sea.

Layer the Six Hundred and Sixty-Seventh, Called the Layer of Evil Incarnate. Reported by the bodak evealc, Formally a tiefling ranger.

Character. Raw, utter evil made solid.

Power. No known entity rules this plane; any lords who might once have claimed it have been destroyed by the layer long before.

Description. The Six Hundred and Sixty-Seventh layer of the Abyss can be reached from deep within the pits of Lolth's Demonweb. Both inky black and gleaming white, the Layer of Evil Incarnate is a fierce juxtaposition of positive and negative energies refracted from evil itself. Random waves of positive and negative energy alternately heal and drain mortal visitors who manage to exist here for any length of time; the bodaks suffer the opposite effect. The waves of energy can be walked on; they feel relatively solid.

An alternate portal to Evil Incarnate can be found in the wilds of the Plain of Infinite Portals. The tower guarding it is shattered and partly melted; it has been abandoned for some time. The area is so dead that even undead find themselves an effective hit die weaker while in the vicinity. Sigils of warning are still legible to those familiar with the script of ancient Plague-mort. The particular Plague-mort whose citizens once explored these ruins is now in ruins itself some distance away, inhabited by canny petitioners who blackmail a gang of rutterkin into protecting their privacy. An explorer's library still exists on the fourth dungeon level beneath the old keep.

Principle Towns. Evil Incarnate is too deadly to be inhabitable, but a burg celebrating the layer has grown on the edge of the pit in Lolth's domain that is its entrance. The town of Free Will champions evil as a necessary alternative in all moral choices, and essential in any universe that avoids predestination. In Free Will the citizens celebrate their ability to choose between good and bad, and to make this choice meaningful they choose the bad as often as possible. "What use is an alternative if you don't sample it?" is the town's credo. The industrious cities of Free Will ensure there is an ample sampling of every vice imaginable.

Lolth, for her part, loves the town and has occasionally been seen frequenting its many pleasures and pains in the company of her handmaidens and consorts. Many of Lolth's servants frequent Free Will during their spare moments, and often supply it with slaves.

Special Conditions. Any of good alignment who enters the layer must make a Will save or die, instantly. Neutrally-aligned creatures must save or be transported to a random layer of the Abyss. Evil creatures are transformed into bodaks with no saving throw. Although demons are immune to this effect, they are still vulnerable to the waves of positive and negative energy; positive energy burns them, while negative energy drains them.

Layer the Six Hundred and Sixty-Eighth, called the Layer of Chaos Incarnate. Discovered by the Athasian Half-Giant, Bluthrax, during the reign of Factol Lariset the Transcendent. Interdicted.

Character. "They're all gone, everyone I went into that� that Abyss with. There's no explicative stronger. It was boundless chaos, twisting everything it touched, destroying and changing and burning and drowning, all at once. Not like Limbo - it completely ignored us, as if we were nonsentient things. If I hadn't been so twisty myself, it've gotten me too. It's like� like a knot of intensity, greater than you'd see in most more chaotic planes, all wadded up in one horrible part of the Abyss." - Bluthrax, during his interview.

Power. The Layer of Chaos Incarnate is associated by the tanar'ri who confirmed Bluthrax's story with an entity called Ushablator the Chaos Horror, assumed to be its ruler. Ushablator is thought to be a chaos beast of titanic size. It seems to have little interest in Abyssal politics, but the tanar'ri must occasionally deal with it as they gather bits of pure chaos from its layer for use in the experiments of Twelvetrees and the Grand Abyss. Typically, they leave sacrifices of not less than fifty lawful or chaotic souls.

Description. Reachable from some of the more remote portals in Lolth's Demonweb Pits, this layer is a maelstrom of continually transforming chaos-stuff, similar to Limbo but unresponsive to the will. Brilliant colors swirl around, shifting in and out of solidity and reality as thought changes into form and back again.Visitors are exposed to every element imaginable as they inevitably dissolve.

Principle Towns. There are no towns or other islands of solidity and safety in the Layer of Chaos Incarnate. It's said that there was one once, a series of iron vessels specially enchanted with protection from chaos spells, but it was destroyed during one of Ushablator's whimsical rages. Any treasures it might have contained is lost to the formless Abyss.

Special Conditions. Any of lawful alignment who enters the layer must make a Will save or die, instantly. Neutrally-aligned creatures must save or be transported to a random layer of the Abyss. Chaotic creatures are transformed into chaos beasts with no saving throw. Tanar'ri are immune to this last effect (at least in the short term), though they are not immune to the destructive environment. Even they must come with protections, or plan on a short stay. Slaadi and lillendi, however, seem to take to the layer as if they were born to it.

Principle Non-player Characters. The chaos beasts of the Layer of Chaos Incarnate seem to have some sort of community, as they've been seen swimming through the soup in spiral formations, creating gibbering chants in praise or defiance of their distant lord. A slaad named Eggheart (Pl/neuter green slaad/Ranger 13/Xaositects/CN) sometimes acts as a go-between between the tanar'ri and the beasts.

One of the chaos beasts, called "Oodles" by the slaad when it remembers (the word means, roughly, "Strange Attractor" in Eggheart's personal language), was once an artist named Tendri Almond (Pl/foxwoman/Expert 16/Xaositects/CE) living in the gate town of Feral. As the author of one of the greatest collage-poems in a generation ("A masterpiece of surreal undulations" - the Feral Herald), Tendri left legions of fans behind when she went in search of the ultimate work of free-form prose. Although she has lost most of her mind with her original form (not that she was ever partial to just one form anyway), she continues to compose, now using her fellow chaos-beasts as instruments. Every sound the beasts burble, belch, or squeal becomes a new element in her vast living poem.

It's not at all clear if Ushablator approves. The increasing storms in the vicinity might mean the lord is angry over the distraction from the songs of worship it expects, or they might be a perverse form of applause.

Services. As mentioned above, the intensity of chaos in this layer is useful in the production of chaos-related magical weapons. Chaos-stuff from the Plane of Chaos Incarnate can be exported in vessels enchanted with protection from chaos spells, or the equivalent. Being unchangeable by any will save perhaps Ushablator's, it cannot be forged into karach. It remains as it is, constantly tranforming between solid, liquid, and gaseous form.

(Ushablator's name and title by Gary Gygax).

Layer the Six Hundred and Seventy-First, Called the Abyss of Chains, Nethuria, and the Iron Liberation. Discovered by the Warlord of the Air While on a Scouting Mission far from his secret base in Carceri.

Everywhere is thick vermillion storm clouds, a ferocious storm on a boiling dark sea. Across the sky stretch thousands of thick iron chains, lashing in the biting winds like striking serpents, occasionally breaking apart or weaving themselves together as if they were organic. The chains drip with viscous fluid and mucous-filled spray. Occasionally, metallic war machines are seen crawling across the chains like gargantuan beetles.

This is the terrible layer of the Abyss called the 671st by the Fraternity of Order, also called Nethuria after its previous ruler, or Iron Liberation after the town of Carcerian emigrants known on their native plane as paedions.

Paedions have been brought into this layer en masse. The more chaotic Abyss allows them freedom like their kin never had, but at a terrible price. The Abyssal energies bring their chains to an unnatural life, so that each link becomes a writhing iron worm, each independent from the others. These worms burrow freely in the flesh of the paedions, who now have no natural weapons to defend themselves, although they will just as eagerly burrow into any other fleshy thing. The will of the layer's ruler causes the iron worms to writhe around one another, as well, creating vast the living chains that stretch across miles of swirling miasma, violently swinging and whipping about in the demon winds, occasionally breaking apart so that rogue chains tear at hundreds of others, flinging millions of worms into the void.

The lord of the chains is Vucarik, a spawn of the infamous demoness Pale Night. Like most of his kin, Vucarik is a thinking demon; his specialty is finding links, secret connections between people and events. It is this expertise that allowed him to discover the properties of paedion chains in the Abyss. He knows many other secrets: if King Scotti of Keoland has a great, great grandfather who was seduced by a Yeoman witch whose worship of Baphomet creates odd potential transformations of her offspring under certain conditions, Vucarik will know it. If a djinni noble disguised herself as a mortal to escape the wrath of the brother she tried to kill, Vucarik likely knows her even after centuries as a Godsman factotum.

Vucarik has few followers outside the Abyss. Indeed, few have heard of him at all, and he prefers it that way. Vucarik would much rather forge his complex chains from the wildly moving shadows of his layer, in secret.

Iron Worms: tiny vermin. Hit Dice 1/4d8 (1 hp). Speed 20, AC 24 (+2 size, +2 Dex, +10 made of frickin' iron); Attacks Bite +4 melee, Damage 1d3-5, Face/Reach 2 1/2 ft x 2 1/2 ft/0 ft, Special Attacks: Burrow, rend; Special Qualities: Vermin, Acid resistance 25, Fire resistance 20; Saves: Fort +2, Ref +2, Will +0; Abilities: Str 1, Dex 15, Con 10, Int --, Wis 10, Cha 2; Skills Climb +17, Hide +3, Spot +7; Feats Weapon Finesse (bite); Organization chain gang (8-16); CR 1/4; AL CE

Burrow (ex): An iron worm can attempt to burrow into the body of a creature it hits (with a successful Grapple check). If it succeeds, it causes 1 point of damage every round until it is killed. Worms attacked while burrowing lose their dexterity bonus, but damage is halved (half goes to the victim).

Rend (ex): A chain gang of iron worms can act in concert. If at least three are burrowed into a victim, they can link together and attempt to tear the victim apart, causing an automatic 1d3 points of damage per round.

Layer the Six Hundred Eighty Third, called the Layer of Law Incarnate. Discovered by a party of Xaosologist explorers Exploring the Layer of Chaos Incarnate during the reign of Factol Hashkar.

Character. The Abyss, endless and mutable, contains twisted versions of every landscape imaginable. But can Chaos be twisted into Law? Groups like the Xaosologists point out the 683rd layer of the Abyss as the proof of that. The Doomguard claims it's a sign that all outer planar alignments will ultimately break down. The Xaositects say it's just another manifestation of Chaos' variety, like a tiny lone stormcloud in an otherwise clear sky. It's an anomaly in a plane full of anomalies, something almost unique in the planes.

Power. The Layer of Law Incarnate is ruled by Count Beherit. The Count was once a Lord of the Nine who thought he could increase his power by loosening the restrictions on the promotion of nobles. Some say he actually created them through sexual reproduction, an act utterly forbidden to his kind. In any case, Asmodeus struck him down. Beherit's consort Gargauth left Baator in protest, and a powerful noble called Nergal was banished to Avernus after trying to conquer the newly unruled layer. Everyone assumed that Beherit had been utterly destroyed. In fact, Asmodeus' ray of destruction coincided with an enormous wild surge in the Abyss, and the combination of energies tore part of the sixth layer of Baator from its roots - with Count Beherit in it - and pulled them chaosward, actually creating a new infinite layer of the Abyss.

Finding himself unexpectedly alive and far from the reach of Nessus, Beherit decided to abandon all restrictions and promote as many of his remaining minions as possible. With numbers to equal the tanar'ri, Beherit surmised, it wouldn't be difficult to conquer enough surrounding layers to cause the layer to shift back into Baator, where with his increased power he could take Nessus for himself.

Beherit is puzzled that his plan has not yet worked. Those war-parties he has sent outside his layer have been soundly defeated by the native tanar'ri, and often his baatezu have even abandoned their mission, escaping to other planes or even embracing Chaos and evolving into tanar'ri. The Count's determination has not yet broken, however, and he continues breeding and recruiting new soldiers for his personal Blood War.

Description. This layer of the Abyss was once part of Malbolge, the sixth layer of Baator which Beherit once ruled. It still resembles that region closely, although the trauma of the layer's transference has tipped it at an angle, making flat terrain which was once at a 45 degree angle to the gravity plane. Still, it's a wasteland of stones and bolders steaming with infernal heat far below. Four major features break the monotony: a city of dark metal, a boiling sea of magma, a beautiful garden, and a black pit.

The Magma Sea is a pool of liquid rock the size of a Material Plane ocean. Beherit's minions have built magical ships capable of patrolling the sea, though with no other settlements in the layer and no internal wars, they mainly use them for hunting the lava-loving fish that swim it.

The Pit of Dark Reflections is a chasm with supposed oracular properties. It did not exist before the layer's shift, and the transplanted baatezu scholars have studied it intimately over the past millennia. They believe the moving shapes within - apparently chaotic - tell them of events in the Abyss past and future.

The Garden of Unearthly Delights is the one site in the plane with living plants. It's a lush place whose foliage comes from many parts of the multiverse. Many are carnivorous, but some come from the upper planes as well, especially Arborea. A giant phallic shrine to unnamed powers of fertility stands in the center. The Garden is surrounded by a high wall; it is only accessible from Beherit's Palace of Brazen Eyes.

There are rumors of creatures that live in tunnels deep beneath the layer's stones that precede the baatezu. Are they elder Baatorians, or are they surviving tanar'ri?

Planologists believe that this layer actually grows directly from the Layer of Chaos Incarnate, and that layer's intense chaos was what created the conditions of lessened chaos nearby, allowing the Layer of Law Incarnate to exist. However, Beherit has created a number of secret portals to other layers of the Abyss, including the market layer of A'shad'fohg.

Principle towns. The City of Greensteel is the seat of Beherit's power. Beherit actually rules from the Palace of Brazen Eyes on the bluff overlooking the city. The Palace leans at a 45 degree angle from the rest of the plane, showing its origin as one of the bronze fortresses that still dot Malbolge today; it has since been expanded into something of a pleasure palace where Beherit and his succubus and incubus consorts mate constantly, attempting to create new children to fuel Beherit's army. The city was built later to house Beherit's growing legions.

Status in the City of Greensteel is by senority, with the few remaining baatezu on top. Second is the tanar'ri who have been converted to Law by the layer's power; next are the many hybrids the tanar'ri and baatezu have produced, while the various planewalkers and visiting merchants are given least status. The city itself is shaped like a hexagonal matrix, with no walls. Since its creation, the layer has never been successfully attacked.

Special conditions. The Baatific aura that somehow survives around the layer actually become intensified when it moved into the Abyss. Any creature of chaotic alignment, even tanar'ri, who enters the Layer of Law Incarnate must make a Will save or have its alignment changed to lawful. There are no special effects for those of lawful or neutral bents.

Principle non-player characters. Despite his perpetual mating, Beherit has yet to produce any offspring. He wishes for the magical fertility his friend Gargauth once provided. The generals of his armies are the pit fiends Ianekt and Zanwe, both of whom have sired numerous powerful hybrids with their marilith consorts.

Services. The Layer of Law Incarnate is the only known source of dajavva (also called Baatorian Greensteel) outside the Nine Hells. Beherit's minions mine the arjale ore regularly, alloying it with iron to create the dajavva and using it to expand their City of Greensteel, selling the surplus to visiting yugoloths and mercanes.

Current Chant. Some yugoloths have gotten into their heads that a concerted effort could allow them to take the layer for themselves, giving them an unassailable stronghold in the Abyss free from possible tanar'ri retaliation. Others would like to sell news of the layer's existence to the baatezu - they've already heard, of course, since its discovery was the talk of Sigil, but they aren't yet aware of who its ruler is.

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