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What the Players Shouldn’t Know About Nastoreth

by Geoff Gander

The Real History

During the turbulent period leading to the collapse of the Varellyan Empire (BC 500 – AC 300), thousands of people fled their homes to escape the rising tide of chaos in the region. Many of these people migrated southwest, following an earlier migration, in BC 900, to the land marked as “Pelatan” on many maps. Others fled to the former province of Androkia – now the Isle of Cestia – before it, too, descended into chaos and a dark age. Still more fled north, in later years, to the lands formerly occupied by the Milenian Empire. Unfortunately, peace was not to be had on the Meghala Kimata Plains, filled as it was with squabbling Milenian city-states. Nevertheless, most of the Varellyans persevered, and made the best of their new homes.

One group, led by a young, noble cleric of Ixion named Barazul, was not satisfied, and pressed on until they reached the coast of the Sea of Dread, near the city-state of Telos Takesidhi. They sought to build new lives for themselves there, but the locals blamed them for a plague that had swept the region, and refused to offer them shelter. Convinced that Ixion had forsaken him at last, Barazul bitterly denounced the Immortal, and pleaded for guidance from any in the heavens who would listen. It was then that a meteor lit up the sky, flying towards the western horizon. Interpreting this as an omen, Barazul roused his people, and instructed them to build ships, and set sail for the west. This they did, and, following a perilous journey that cost many lives, Barazul and his followers landed on the southernmost tip of what is now the Arm of the Immortals, in AC 403.

The early years were very hard; many people died in their new land of strange diseases and run-ins with dangerous animals, but Barazul continued to seek guidance, hoping that whatever sent the meteor to guide him to this land would help his people yet again. Not long afterwards a lone lizard man approached the Varellyan settlement in peace, bearing food and strange herbs. The Varellyans knew of lizard men, common as they were in western Davania, but were nonetheless perplexed by the stranger. Barazul found that he could understand its speech, and so learned that it brought food that was safe to eat, and herbs that would cure the diseases that were killing his people. In time, the Varellyans began to prosper in their new land.

Over time, contacts with the local lizard men increased, and soon the two peoples began to trade peacefully. Barazul also secured the lizard men’s formal acceptance of the Varellyan colony, which had been named Naxaloth, on the condition that sites considered holy by the local tribes would remain untouched. Thus, the Varellyans were free to wander the lowlands and the coast, but the inland forests and hills were forbidden. One day, a band of lizard men came to Naxaloth, and bade Barazul accompany them; he was to meet She Who Provides, the great being that led his people to their new home, but he would return from the meeting only when all those who had accompanied him on his journey had lived out their lives. He went with them into the forbidden Holy Forest, and passed out of local knowledge for over 100 years. In the ensuing period, a small number of lizard men settled in Naxaloth, adopting the local customs and language, and plying their trades as their human neighbours did. The land was at peace, and every year a messenger would come from the Holy Forest, reporting that Barazul was well, and he would return at the appointed time.

Finally, in AC 529, Barazul returned to Naxaloth, wearing a platinum mask and robes of purest silk, and borne on a curtained litter. Greeting the descendants of those who had accompanied him over a century before, he proclaimed that his time in the Holy Forest had ended. He had met She Who Provides, and She greeted him as a lost child, bestowing a portion of Her divine essence upon him, so that he might further Her work and lead his people – Her newest followers – into a new age. While many were in awe of him, some denounced him as a pretender; claiming that the real Barazul would have been dead for several decades. With a wave of his hand, Barazul turned the dissenters’ blood into dust, killing them instantly. He then turned to the others gathered around him, and asked if anyone else doubted him. When no one challenged him, he said that, henceforth, he would be the Allking, the personal emissary of She Who Provides to all the peoples of the valley – human and lizard man. His word was to be considered Hers, and he would act as Her steward from his seat in Naxaloth. Further, the valley was to be the realm of Nastoreth (“secluded home” in Varellyan), and, as befitting the name, it would be closed to all outsiders, who would seek to steal the land’s riches for themselves, and corrupt its innocent people.

So began a period of isolation that did not end until the modern era. Over the ensuing centuries, the Allking pronounced laws according to the dictates of She Who Provides, and decreed that both lizard men and humans should be equal, so long as they remained faithful. Naxaloth grew from a modest village into a small walled city of paved streets and wondrous architecture, and the countryside was settled. Also during this period, around AC 850, a cadre of religious-minded people of both races arose to serve the Allking as his personal assistants and disciples. They followed the Allking in venerating She Who Provides, and took over the guidance of the people in day-to-day affairs. Fearing the loss of prestige, the scholars of Naxaloth, who had hitherto ignored the affairs of the city, sought to ingratiate themselves with the Allking. They managed to secure his patronage – he recognised their potential value to the realm if they were supported in their esoteric research - in exchange for oaths of obedience, but they were held in lower esteem than the clerics.

Despite the relative isolation of Nastoreth, a handful of travellers from foreign lands reached its shores, or crossed over the mountains. Whenever they were found, they were escorted to Naxaloth, and forced to divulge all they knew of the outside world. In this way, the Allking and his officials learned about neighbouring realms and major events. Once they had told their captors all they knew, the foreigners were offered a choice: submit to the authority of the Allking and forsake their homelands, or die. While most opted to acknowledge the Allking, and lived out their lives in Naxaloth, some sought to escape when the opportunity presented itself. Almost all were recaptured and executed, but a few managed to escape to Gombar, Suma’a, and Herath. Most people doubted the escapees’ tales – the southern tip of the Arm of the Immortals was known to be plagued by storms and populated by backward lizard men – but their accounts were recorded nonetheless.

More recently, the Allking decreed that Nastoreth’s time of isolation had come to an end. Foreigners were welcome to visit the realm and conduct trade or other relations, so long as they honoured the laws as set down by She Who Provides. Residents of Nastoreth are actively discouraged from emigrating – those who do are observed by the Allking’s spies if possible, and co-opted and/or intimidated into serving their homeland if deemed useful.

Interaction with the Outer World

For the past 200 years, the Allking has been sending his most trusted priests into the outer world to spy on those nations identified by captured foreigners. As of AC 1000, Nastoreth has spies in Herath, Porto Escorpião, and Gombar. These spies are fanatically loyal to their master. This policy of espionage will continue, even after Nastoreth becomes a relatively open society.

The Allking

The “divine inspiration” that led the Varellyans to their new home was a mass hallucination of a meteor sent by She Who Provides, one of the identities assumed by Rosheg-Kha on occasion, who saw in Barazul the right mix of attributes that would make him a useful pawn. After being escorted to the Holy Forest, Barazul entered the ancient temple to Rosheg-Kha that lies therein, and met Its avatar on Mystara, who had assumed a human guise. Barazul was seduced, and became Its disciple, beginning a decades-long period during which he acquired the lore of the Outer Beings, and was completely bent to Their will. During that period, Rosheg-Kha imparted upon Barazul a small portion of Its power – enough to work great magics and be blessed with a long lifespan, but also to transform his body horribly.

To conceal his inhuman appearance, the Allking (for there is very little of Barazul left) wears a hooded magical robe and a platinum mask, the latter of which radiates a powerful aura of divinity and goodness, extending up to ten miles. The robe offers powerful protection against mundane and magical attacks – the Allking has an armour class of -2 against physical attacks, and is immune to spells of up to 5th level (with the exception of truesight – see below) so long as it is worn. The robe also maintains a powerful illusion that the wearer, no matter his or her size, is as large as a normal-sized human. The Allking’s true form is that of a large (12’ tall), tentacled, slug-like beast with many mouths. Immortals and exalted beings can see through the Allking’s illusions, as can any mortal of 15th level of greater with an Intelligence and Wisdom of 17 and above. A mortal may also see through the Allking’s illusions with the aid of a wish or a truesight spell; doing so will render that person immune for life. Certain magical items, crafted to counter the powers of the Outer Beings, may also be used to see through the Allking’s deceptions at the discretion of the DM. The Allking’s combat statistics are a follows:

The Allking of Nastoreth: AC -2, HD 36******, hp 100, MV 90’ (30’), #AT by spell or 2 whips or 2 bites, D by spell or 2d6/2d6 or 2d6/2d6, Save C36, ML 10, AL C.

Without his magical robe, the Allking is immune to all clerical, druidic, and magical spells of up to 3rd level. He may cast any clerical spell, including all spells granted by the Outer Beings.

Should the Allking ever be forced to engage in combat, he would rely on his magical powers to kill or incapacitate his opponents as quickly as possible. Only as a last resort would he temporarily dispel his illusions to reveal his true form, in the hopes of driving his foes insane (he has a Horror Rating of 13). In his natural state, he will also use physical attacks; the Allking may lash an opponent with up to two of his tentacles, or attack two different opponents with one each. Should one opponent be hit twice in this manner, the Allking can drag them towards his mouths, and bite them up to two times. The Allking then drains some of his victim’s life energy, and gains an equal number of hit points to the amount of damage inflicted, up to a maximum of 100 hit points. All damage sustained by the Allking is deducted from these additional hit points first. If the Allking sustains no damage, the additional hit points are lost at a rate of one per turn, until they are all depleted. The Allking’s bite also drains 1d4 points of Strength – lost Strength is regained at a rate of one point per day of rest. Anyone drained of all of their Strength will die.


Rosheg-Kha is one of the “lesser” Outer Beings. Among those who are aware of these entities, It is thought to be subservient to Akh’All the Unmentionable, and occasionally regarded as the progenitor of the first lizard men, who, it is said, were made in Its image. Its interest generally centres on that race and its affairs; although It has been worshipped by humans at various times, under different names. Rosheg-Kha also enjoyed a strong following among the Carnifex during the centuries prior to their imprisonment by the Immortals.

The lizard men of Nastoreth have been worshipping Rosheg-Kha since the time of the Carnifex, and it was through Its intervention (made possible only because It focused all of Its energies on a single group of followers, and was therefore able to circumvent some of the barriers that otherwise imprisoned It) that this secluded region evaded discovery over the many millennia since. Although It was uncommon among the Outer Beings in that It has a small nation that openly venerated It, Rosheg-Kha had not forgotten the freedom It once enjoyed, when It roamed Mystara, and the multiverse as a whole, with impunity. Thus, It had watched the world for millennia, waiting for the right person to appear, who could provide It with a means of broadening Its following, and gaining enough strength thereby.