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.Playing Vallorians
Part I of a series, "The Vallorian," by Mike Mearls
The foul Vallorians plot the doom of their hated foes from deep within the
heart of the world. Using their sickening array of living weapons and
armor, combined with their unparalleled aptitude for magic, they pose a
daunting menace to anyone who descends into the caverns and
passages of the earth. Worst of all, the Vallorians are secretive and
reclusive. Aside from their raids against underworld travelers, they rarely
come into contact with humans, giant, sibbecai, and other intelligent
races. In many regions, they are little more than a myth.
The "Vallorian Characters" section of this article is taken from Legacy of
the Dragons, now available in stores. The "Racial Class" section is all
new, however, building on the concept of racial classes offered for giants,
litorians, and other races in Monte Cook's Arcana Unearthed. Taken
together these two sections can be used to create NPCs and even
player characters for your Arcana Unearthed campaign. Or you could
adapt these guidelines, using the optional material provided, to use in
your standard d20 game even without Legacy of the Dragons.

Vallorian Characters
Vallorians tend to become mage blades, magisters, and warmains. Their
priests are spellcasters, usually magisters. A few akashics serve the
cult as historians and sages.
In terms of standard 3.0 and 3.5 edition rules, they commonly become
wizards, rogues, and fighters. Their favored character class is wizard.
All of the following traits and abilities apply to Vallorian characters:
+2 Dexterity, +2 Intelligence, -2 Charisma: With their slightly smaller,
agile frames, Vallorians are quicker than average. With their natural
affinity for magic and engineering, they are smarter than other creatures,
but their cold, distant manner makes them difficult to relate to.
Spell resistance 10 + character level: Due to their arcane background
and exposure to the strange elements and energies of the underworld's
depths, Vallorians are difficult to affect with spells.
Magic Affinity: Vallorians are powerful spellcasters who have an innate ability to master even the most complex spells. They
gain a +2 bonus to the ability score that determines their casting ability for the purpose of determining the number of bonus
spells they can cast and ready per day and their spells' save DCs. This bonus does not apply to other situations or
applications of the same ability score.
Vallorians have an innate connection to the bizarre, living tools they create. They can employ items that have received one of
the Vallorian item templates without penalty. (See Legacy of the Dragons for more on these living tools.)
Darkvision 60 feet: Vallorians can see in utter darkness as well as other creatures see in the light. They can distinguish
color and all other visible details.
As Vallorians gain power, their innate connection to magic grows and strengthens. They receive spell-like abilities based on
their character level. A Vallorian gains the abilities listed for his current level and all lower ones and casts as a magister (or a
wizard, in 3.0/3.5 terms) with a level equal to his character level. Since these are innate, spell-like abilities, Vallorians never
suffer a chance of spell failure based on the armor they wear or shields they carry.

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Use whichever one of the following lists applies to your own game.
Vallorian Abilities (Monte Cook's Arcana Unearthed)

Vallorian Abilities (3.0/3.5)

1st to 3rd level: compelling command 2/day

1st to 3rd level: command 2/day

4th to 6th level: cloak of darkness 3/day

4th to 6th level: deeper darkness 3/day

7th to 9th level: invisibility 3/day

7th to 9th level: invisibility 3/day

10th to 12th level: ghost weapon 3/day

10th to 12th level: keen edge 3/day

13th to 15th level: lesser dominate 1/day

13th to 15th level: dominate person 1/day

16th to 19th level: blindsight 3/day

16th to 19th level: true seeing 3/day

20th level: rock's hand 3/day

20th level: big grasping hand 3/day

Adjusted Level: Due to their inherent powers and abilities, Vallorians add 1 to their character level when determining their
Challenge Rating and effective character level.

Racial Class
The Vallorian racial class allows you to create villains and threats who further embody this foul people's strengths and unique
traits. This racial class also allows you to design low-level Vallorians whose Challenge Ratings are unaltered by their level
adjustment. This class's first level offers no special abilities or bonuses aside from a basic saving throw advancement and Hit
Die.
Hit Die: 1d8
Skills Points at 1st Character Level: (4 + Intelligence bonus) x 4
Skill Points at Higher Levels: 4 + Intelligence bonus
"Class" Skills: Alchemy (Int), Craft (Int), Intimidate (Cha), Knowledge (Magic) (Int), Knowledge (Nobility and Courtesy) (Int),
Knowledge (Science) (Int), Listen (Wis), Sense Motive (Wis), Sneak (Dex), Spellcraft (Int), Tumble (Dex), and Use Magic
Device (Cha).
Weapon and Armor Proficiency: Vallorians with levels only in this racial class are proficient in the use of all simple and
martial weapons and light armors and shields.
Living Bond: By 2nd level, Vallorians develop a natural affinity for their biological tools, the living weapons, armor, and
shields they wield against their enemies. A Vallorian who carries or wears a living armament or armor for a week or more
develops a primal bond with it. It grows tendons and veins that it can use to graft itself to the Vallorian, granting him a +1
bonus to attack with a weapon, a +1 Armor Class bonus from a shield, and a +1 Strength bonus from a suit of armor. A
Vallorian can develop a bond with one weapon, one shield, and one suit of armor at a time.
Bonded items seem to undulate and squirm when they draw near their bonded owners, while a Vallorian undergoes several
changes from this symbiotic relationship. He might have dozens of tiny sphincters along his arms and spine where his living
weapons integrate with his body, or he may suffer small, bleeding cuts if he drops or removes them without proper care.
Blood Bond: At 3rd level, the Vallorian can choose to cultivate an intense bond with a single living weapon, armor, or shield.
He can grant it benefits by allowing it to feed on his flesh, blood, and life force. In return, he can draw on its vitality to endure
his opponent's attacks.
To create a blood bond with an item, a Vallorian must enact a ritual known as the Rite of Flesh and Bone that takes a day of
work and 100 gp in material components. The Vallorian spends eight hours in intense meditation with his item, slowly willing
his body to form new organs and tiny orifices to allow him to accept the item as part of his physical form. The Vallorians give
an item bonded in this manner a full name. It is considered a member of its owner's house and gains full legal recognition as
a Vallorian citizen. For example, if a duelist sundered her opponent's blood bonded weapon in a fight, she would face the
same penalties levied against a murderer. Many of the most sacred Vallorian weapons and armor pass through generations of
warriors in this manner.
A Vallorian gains benefits based on the item he bonds to. If a bonded item is destroyed, he may choose to forge a blood bond
with a new one, even one of a different type. For example, a Vallorian with a blood bond to a weapon could later forge a new
bond with a shield if his weapon were destroyed.
The benefits granted by the living bond ability do not stack with those from a blood bond.
Weapons: The Vallorian gains a +2 bonus to attack and damage rolls with his weapon. He can allow his weapon to
synthesize an agonizing poison by letting it devour portions of his flesh, blood, and bone. The Vallorian suffers 10 points of
damage, but his opponent must make a Fortitude save (DC 10 + 1/2 his HD + the Vallorian's Constitution modifier) or suffer
1d8 additional points of damage. This counts as a poison effect and requires a free action to activate. The venom retains its
potency for one minute.
Shields: The Vallorian increases his shield's Armor Class bonus by 2. He also counts his shield as a light weapon when
using it to attack. He may make shield bash attacks without losing his shield's Armor Class bonus.
A Vallorian can grant his shield temporary mobility and greater size by suffering 5 points of damage as it absorbs and digests

his blood and flesh. The shield grows to the size of a tower shield and remains in this state for one minute. Activating this
ability is a move action.
Armor: By binding his physical body with a suit of armor, the Vallorian gains a living carapace of armor. He can rest and sleep
in his armor without penalty. It reinforces and strengthens his body, granting him a +1 bonus to Strength and Constitution. He
counts the armor as light for purposes of determining the movement penalty it imposes on him. Reduce its check penalty by
2.
A Vallorian can metabolize part of his armor. By reducing its armor bonus by 1, he can heal 2d6 points of damage. This
reduction must be repaired as normal. A Vallorian can drop his armor's bonus to Armor Class down to 1 but no lower in this
manner. The drained armor looks dried, cracked, and wrinkled. It maintains its other characteristics aside from its Armor
Class bonus.

The Vallorian
Racial Level Base Attack Bonus Fortitude Save

Reflex Save Will Save Special

+0

+0

+0

+2

Level adjustment

+1

+0

+0

+3

Living bond

+2

+1

+1

+3

Blood bond

Part II: Vallorian Living Weapons and Armor

Back to The Stuff Archive Page / Back to Monte's Home Page

"d20 System" and the "d20 System" logo are Trademarks owned by Wizards of the Coast and are used according to the terms of the d20 System License
version 4.0. A copy of this License can be found at Wizards' d20 home page. This content is produced under version 3.0, 1.0a, and/or draft versions of the
Open Game License, the d20 System Trademark Logo Guide, and System Reference Document by permission of Wizards of the Coast.
Designation of Product Identity: The following items are hereby designated as Product Identity in accordance with Section 1(e) of the Open Game
License, version 1.0a: Any and all Malhavoc Press or montecook.com logos and identifying marks and trade dress, including all Malhavoc Press product
names, page design, and all illustration; and all class, place, and race names.
Designation of Open Game Content: Subject to the Designation of Product Identity above, the "Racial Levels" section of this article is Open Game
Content. "Playing Vallorians " 2004 Monte J. Cook. All rights reserved.

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DATE: May 13, 2004

. Vallorian Living Weapons and Armor

Part II of a series, "The Vallorian," by Mike Mearls
The strange weapons of the Vallorians represent a fusion between living
creatures and carefully designed tools. Living swords and sentient armor
form a symbiotic bond with their users, combining abilities to create a
potent duo. In the hands of creatures other than Vallorians, these items
react violently, lashing out at their would-be users and refusing to obey
them.
Most sections of this article are taken from Legacy of the Dragons, now
available in stores. The sections marked "Bonus" are all new, however,
offering additional ideas for living weapons, armor, and shields. You can
use these concepts with the Vallorians in Monte Cook's Arcana
Unearthed campaigns or adapt them for other characters in your
standard d20 game.
For more on Vallorian characters, see part one and part three of this
article.

Creating Living Weapons and Armor

Vallorians forge their weapons and armor from the simmering vats of
proto-flesh that the deity Harzahk enabled them to create deep within the
world. Deprived of many of the goods and resources they once relied
upon, their powerful mages bent themselves to the task of creating new
materials they could harvest within the underworld. This research led to
an unholy pact with their blasphemous god Harzahk, the Wellspring of
Life and the Keeper of the Way. At the direction of Harzahk's priests, the
Vallorians collected living creatures and wrought terrible changes to
them, giving rise to the mass of proto-life that now dominates each
cathedral devoted to Harzahk and forms the center of every Vallorian
settlement.
Creating weapons, armor, and other tools from this abominable
substance is accomplished by Vallorian spellcasters who use their
formidable intellects to shape the stuff. This process is by no means
easy. A Vallorian may spend days in deep concentration, laboring to produce a living sword that meets the exacting level of
quality demanded.
In game terms, these living weapons and armor receive one of the templates described below. These templates grant an item
several benefits, at the cost of gold pieces or experience points paid by the person responsible for its creation. They do not
otherwise alter a weapon's function. For example, a heavy mace that receives a template still counts as a heavy mace for the
purpose of feats such as Weapon Focus.
A spellcaster must possess the Craft Living Arms and Armor feat (described below) to produce goods that have these
templates. Living weapons and armor can receive any standard magical qualities as normal. A living weapon or suit of armor
can receive only one of the following templates, and the item does not count as magical unless it is otherwise enchanted.
Living items do not count as masterwork items, though they can receive that quality (and its benefits) for the normal price.
Living weapons and armor are designed, trained, and bred to obey only Vallorians. Other creatures cannot utilize them.

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Craft Living Arms and Armor [Item Creation]

As a Vallorian fleshsmith, you have learned to sculpt chunks of proto-flesh into living weapons through the power of your
intellect.
Prerequisites: Vallorian, Intelligence 13, caster level 3rd
Benefit: You can apply Vallorian templates to items you create. Add half the template's given cost to the base price in
materials and components needed to produce the item. You can apply these templates to magical or mundane items.

Item Templates
The following sample templates are common to most Vallorian settlements. The bonus templates are exclusive to this web
enhancement, while the others appear in Legacy of the Dragons.
Weapon Templates
Bloodthirster: A weapon with this template twists and writhes in its wielder's grasp, moving like a snake that darts to the
right and left in search ofan opening in its opponent's defenses. A bloodthirster weapon gains sentience based on the strength
of its user's intellect. In battle, it moves and bends to evade its foe's defenses and strike at him. Its blade or bludgeon sprouts
a pair of beady, malicious eyes and a small, slavering maw that nips at its foe. A bloodthirster weapon adds its user's
Intelligence modifier to its attack rolls and damage rolls in addition to all other modifiers. Cost: 500 gp.
Flailing: Flailing weapons are similar to bloodthirster weapons, in that they move independently of their wielder's actions.
However, they are simpler, stronger creatures that are more suited to overpowering their enemies. When used to trip or
disarm an opponent, a flailing weapon grants a +2 enhancement bonus to attack rolls and Strength or Dexterity checks to
complete the maneuver. These weapons have small but powerful tentacles to grip and pull on their opponents or their
weapons. Cost: 500 gp.
Gnawing: A favored adaptation for arrows, bolts, and sling stones, this trait grants a weapon a small, fanged mouth that
bites down on its foe and holds fast. Gnawing weapons latch onto their target when they hit, dealing 1 point of damage per
round until they are removed. They deal this damage starting on the round after they strike a target. A standard action
removes all gnawing weapons from a single creature. A melee weapon with this trait deals this additional damage only if the
Vallorian wielding it lets go of the weapon immediately after a successful attack. Cost: 100 gp.
Seeker: Seeker weapons develop finely honed senses that allow them to spot weak points in their opponent's armor and
strike at vital areas with relative ease. Weapons with this trait increase their threat range by one. For example, a weapon that
threatens a critical hit on a roll of 19-20 increases that range to 18-20 with this template. Apply this template before
accounting for any feats or talents that improve a weapon's threat range. A seeker weapon has a single, baleful eye that
continually watches its user's foe. Cost: 2,000 gp.
Venomous: A favorite of Vallorian assassins and scouts, a venomous weapon has a single long fang that drips a viscous,
green poison. On a successful hit, it injects this poison into its target. The poison has a Fortitude save DC of 14 and deals
1d4 points of temporary Strength damage as its initial and secondary effects. Cost: 6,000 gp.
Warden: Weapons with this template are creatures with thick, protective plates and dozens of tiny eyes. A warden weapon
defends its user from attacks, knocking aside incoming blows and aiding his attempts to parry. It grants the equivalent of the
Expertise feat. Users who already possess that feat can double the AC bonus it grants them. Cost: 2,000 gp.
Bonus Weapon Templates
Contagious: This weapon is covered with weeping sores that ensure it is always covered with dried blood, mucous, and
slime. Anyone struck by a contagious weapon may be exposed to the horrid diseases that infest it. A successful Fortitude
save (DC 15) allows one to resist the disease. It has an incubation period of one day and inflicts 1d4 points of Constitution
damage. A Vallorian who wields this weapon gains a +4 bonus on all saves against diseases, as exposure to its many
contagions helps him develop a strong resistance. Cost: 1,000 gp.
Dual-Headed: One of the more intricate creations of the Vallorian fleshsmiths, this strange weapon can split into two blades
or bludgeons when used to attack. As a move action, the Vallorian wielding it can command the dual-headed weapon to split
into two. It now functions similar to a double weapon, and the Vallorian can wield it in that manner even if it requires only one
hand to use. The two edges hack, stab, and cut on their own to aid their master, making it possible to fight with both of them.
A one-handed weapon with this feature counts as if its wielder uses two non-light weapons. The Vallorian still needs to use
only one hand to wield this weapon. Two-handed weapons with this feature count as a double weapon, but reduce the attack
roll penalty with both ends by 2, though this penalty cannot go below 0. In other words, it cannot become a bonus. Cost:
2,000 gp.
Infestation: This intricate, rare Vallorian weapon consists of a reinforced matrix of tiny holes arranged in a lattice structure.
Insects that have formed a hivemind with the weapon swarm along its length. When the weapon hits a target, the insects
swarm down its blade or handle to bite and sting their foe. Anyone struck by this weapon must make a Fortitude save (DC
14) or suffer a -1 circumstance penalty due to the distraction and pain of the biting creatures. Note that circumstance
penalties stack. This penalty lasts for one minute. Cost: 8,000 gp.
Armor Templates
Chameleon: By stretching a thin layer of proto-flesh scales over a suit of armor, a Vallorian fleshsmith can grant it the ability
to blend into a wide variety of environments. The scales mirror the color and texture of the environment around them, granting
anyone wearing this armor the ability to camouflage her presence. Chameleon armor negates the armor check modifier to all
Sneak checks made to hide. In addition, it grants a +4 competence bonus to such skill checks. Cost: 2,000 gp.

Mending: Armor with this template includes a number of small, wormlike creatures that crawl over and beneath its plates and
joints. The worms are pulpy, slimy creatures that produce fluids that can quickly heal wounds. Three times per day, a
character wearing mending armor can heal herself of 1d8 points of damage as a free action. Cost: 300 gp.
Swarm: Armor with this template consists of several independent plates that move to arrange themselves based on their
user's desire. These "plates" are small, beetlelike creatures with thick, heavy outer shells. These beetles can move to protect
their wearer's vital areas, or they can distribute their weight to reduce the protection they offer while improving their user's
mobility. The wearer of swarm armor can improve its maximum Dexterity bonus by as much as 4 and reduce its armor check
penalty by as much as 4 if she chooses to reduce its armor bonus by the same amount. If the item's armor bonus falls to half
its original value or less, the armor counts as light armor until its armor bonus rises back to more than half its original value.
Any manipulation of the attributes of swarm armor, whether to reduce its armor bonus or to restore it to a higher value,
requires a full-round action. Vallorian scouts favor this armor, since they can maximize their maneuverability when not in
battle and then alter the armor to protect them in combat. Cost: 500 gp.
Bonus Armor Templates
Energy Aligned: The Vallorians sometimes look beyond their proto-flesh vats for materials they can utilize in their works.
This suit of armor is crafted from a strange fusion of energy and flesh taken from the vats. It crackles and hums with energy,
creating a protective sheath around its wearer. This armor provides resistance 5 against a single energy type. In addition, this
living armor feasts upon the energy it absorbs. If this armor absorbs more than 10 points of the type of energy damage it's
keyed to within a 10-minute period, it gains a +1 enhancement bonus to its Armor Class modifier. It can gain this benefit only
once for each 10-minute period, but this bonus improves any enhancement bonus the armor might already have. Cost: 2,000
gp.
Muscled: This set of armor has plates and other pieces connected with strong bundles of fleshy muscles, tendons, and
ligaments. All of these muscle masses connect to form a single creature that bonds closely with its wearer. When worn, this
armor provides a +2 enhancement bonus to Strength, +5-foot bonus to speed, and a +8 bonus to all Jump checks. Cost:
12,000 gp.
Spined: This suit of armor is covered with short, sharp spines that quiver and shake. They are a single colony of creatures
that thrust and stab toward their master's foe. They are too small to have an effect in most situations, but they can prove
useful in close-quarters fighting. If the spined armor's wearer is the target of a grapple attempt, her opponent suffers 2d4
points of damage. The Vallorian gains a bonus to her grapple check equal to this damage. If the Vallorian wearing this armor
is involved in a grapple, whether she initiated it or not, the spines stab into her opponent and rend his flesh. On the Vallorian's
action, her opponent automatically suffers 2d4 points of damage from these spines as long as the grapple continues. Cost:
2,000 gp.
Shield Templates
Biting: A biting shield features a toothy, leering maw set below a pair of small, glaring eyes. Once per round, a shield with
this template can attack by snapping its jaws at an opponent that has just hit its bearer with a melee attack. The shield
attacks only if its bearer instructs it to do so; neither the instruction nor the shield's attack are considered actions (one can
take them at any time during a round). The shield has a base attack bonus equal to its bearer's base attack bonus before any
modifiers, and it deals 1d6 points of slashing damage on a successful hit. Cost: 500 gp.
Grasping: Shields with this template have a number of long, limp tendrils hanging from their outer edges. When used to bash
an opponent,a grasping shield can help to grapple the target with these tendrils. It grants its bearer the ability, after a
successful shield bash, to make a grapple attempt as a free action that does not provoke an attack of opportunity. Cost:
4,000 gp.
Searing: This bulky, slimy shield has a single sphincterlike opening at its center. A fleshy, baglike organ hangs from the
shield's inner side, opposite the sphincter. Once per day when in battle, the bearer can instruct the shield (as a free action) to
draw in a great breath and spew forth the acidic digestive juices stored in that organ.This attack is a standard action that the
shield takes during its bearer's turn. The caustic spray deals 2d6 points of acid damage to any creatures within a 15-foot
cone. Cost: 1,000 gp.
Bonus Shield Templates
Baleful: This shield has a single, malevolent eye set in its center. Through the close psychic bond it forms with its master, it
can generate psychic energy and focus it into a blast that can scramble a target's mind and leave him stunned for 1 round.
This attack has a range of 30 feet and requires a Will save (DC 13 + the Vallorian's Charisma modifier) to cancel its effects. A
wielder can use this shield once every 10 rounds. Cost: 1,500 gp.
Lashing: Specially crafted and infused with raw evil energy to give it a malevolent spirit, this shield has a hateful face growing
from its fleshy surface. In battle, it gibbers and howls at enemies. On command from its Vallorian master, this wretched fiend
lashes out with its long, ropy, barbed tongue. This counts as a ranged attack that inflicts 2d4 points of damage. The shield
can also make trip and disarm attacks with a +2 bonus to the opposed attack and Strength or Dexterity checks when used in
this manner. This attack has a range of 20 feet. The Vallorian makes this attack using his standard ranged attack bonus
along with any relevant modifiers. Cost: 500 gp.
Watcher: This gruesome shield is covered with dozens of small eyes that dart to and fro, scanning the area for signs of
danger. The shield has a bundle of nerve endings that resemble the frayed end of a rope dangling from its opposite side.
When a Vallorian uses this shield, this nerve bundle digs into her arm and lends its sight to her. Anyone carrying this shield
gains a +4 competence bonus to all Spot and Listen checks. Cost: 6,400 gp.
Next Week: Vallorian Culture

Back to The Stuff Archive Page / Back to Monte's Home Page

"d20 System" and the "d20 System" logo are Trademarks owned by Wizards of the Coast and are used according to the terms of the d20 System License
version 4.0. A copy of this License can be found at Wizards' d20 home page. This content is produced under version 3.0, 1.0a, and/or draft versions of the
Open Game License, the d20 System Trademark Logo Guide, and System Reference Document by permission of Wizards of the Coast.
Designation of Product Identity: The following items are hereby designated as Product Identity in accordance with Section 1(e) of the Open Game
License, version 1.0a: Any and all Malhavoc Press or montecook.com logos and identifying marks and trade dress, including all Malhavoc Press product
names, page design, and all illustration; and all class, place, and race names.
Designation of Open Game Content: Subject to the Designation of Product Identity above, the three "Bonus" sections of this article are Open Game
Content. "Vallorian Living Weapons and Armor" 2004 Monte J. Cook. All rights reserved.

Questions or comments? Check out The Stuff message board.

Unless stated otherwise, all content 2004 Monte Cook. All rights reserved.

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2008 2012 2013

ARCHIVED TOPIC:
[ The Stuff ]
DATE: May 20, 2004

. Vallorian Society and Culture

Part III of a series, "The Vallorian," by Mike Mearls
First introduced in Malhavoc Press's hit monster compendium Legacy of
the Dragons, the Vallorians are a malevolent race that lurks within
forgotten caves and ancient caverns deep beneath the world of Arcana
Unearthed. This article, the third in a series of three, introduces you to
the society and traditions of this growing threat. Whether you use the
Vallorians in Arcana Unearthed or your d20 campaign, this article serves
as a starting point for learning how these vicious enemies of good
organize themselves.
The first three sections of this article reprint material from Legacy of the
Dragons to give you the essential background on these fiends. The
"Cities" and "Vallorians in the Campaign" sections are wholly new
material.
For more on Vallorian characters, see part one and part two of this
article.

Overview
Vallorians are a degenerate, malicious subrace of humanity. These
creatures have small, slender, frames, pale skin, snow-white hair, and
large, black eyes. Many males and females shave their heads bald,
while others style their hair in strange, elaborate patterns. From deep
within their subterranean realms, Vallorians plot to invade the surface
using their bizarre and deadly living weapons.
In the ancient days, an entire kingdom of humanity disappeared shortly
before the rise of the dramojh. A mighty human king named Vallor led his
people beneath the earth rather than face possible defeat at the hands of
the dramojh. Legends tell that this king and his followers had the power
to win the struggle but were too self-centered to consider sacrificing any
of their number for the good of all -- and thus the Vallorians descended
into the depths of the earth. For untold generations they lived within the
deepest caves. Inbreeding, magical experimentation, and natural
adaptation transformed them into a degenerate race of subterranean
creatures. Over the centuries, their legends have changed to include
tales that blame the other human factions for turning against them and working with the dramojh to force them beneath the
earth. Now, they plot and wait for an opportunity to take what they see as rightfully theirs.
The Vallorians have learned to manipulate living creatures to create a wide variety of items. A Vallorian sword is a specialized
creature crafted from an undulating vat of proto-flesh. It has a hard, sharp-edged carapace and can smell blood and lunge at
an opponent as its Vallorian master wields it. Vallorians' armor is made of living creatures that cloak them in protective shells
and heal them of their wounds.
The Vallorians gained this knowledge by forging a pact with a being of pure malevolence, a dark god known as Harzahk, who
gave them the secrets of proto-life and fleshcrafting in return for their obedience. Since that time, the Vallorians have followed
the dictates of Harzahk's priests. They offer living sacrifices, preferably intelligent humanoids, to the writhing, tentacled pools
of proto-flesh from which they craft their strange weapons and armor. During times of famine, when the fungus crops bear little
edible food and the great hordes of underworld herd lizards and beetles dwindle, this sickening mass of pulpy flesh also
serves the Vallorians as an emergency food source.

Vallorian Society
Within their underworld settlements, the Vallorians have built a highly stratified society in which an individual's clan dictates

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much of his lot in life. The nobles that led the Vallorians into their self-imposed exile founded a society based on inheritance
and social position. Each clan has a specific task charged to it, and its members are expected to perform that task to the
best of their ability. For example, the Stonehammer clan specializes in masonry and construction, while the Swiftblades are
soldiers and war leaders. Only Vallorians who display exceptional skill with magic or weaponry can rise above their clan's
station. Such individuals are placed into elite training cadres at a young age. If they develop their talents, they are allowed to
take as a surname the name of one of the five royal houses: Tyrgar, Philomon, Ulthar, Grevin, or Cyrthrik. Otherwise, trainees
remain without a surname, placing them above the other clans but still below the five royal ones.
The royal clans rule by means of clever politicking and their influence in the religious hierarchy. They have divided the caverns
their race controls into five roughly equal portions and rule as oligarchs, with the patriarchs and matriarchs of each clan
serving on a ruling council. Infighting plagues this arrangement, with the lower clans continually putting their support behind
different royal clans. Since each of the lower clans controls one industry, the five ruling ones need to maintain at least
passable relations with all of them, all while competing among themselves for power.
This balancing act would have long ago collapsed into anarchy without the power of the Harzahkite priests. Each of the ruling
houses contributes its most skilled and brightest children to the priesthood, where they are trained in the art of magic while
maintaining their familial ties. Thus, the priests' control over the proto-flesh vats keeps the lower houses in line, but those
lesser families' numbers and skill in a wide variety of crafts allow them to remain independent.
Compared to surface folk, the average Vallorian has a relatively secure, safe, and prosperous life. Unfortunately for those
surface folk, the Vallorians blame them for their banishment. With the Harzahkite priests fanning the flames of hatred, the
Vallorians capture explorers and travelers who venture into the earth and cast them into the proto-flesh as sacrifices.
Vallorians dream of conquering and enslaving the world above, but their numbers are too few for a direct invasion to have any
chance of success. They prefer indirect actions, such as hiring blade trolls (see Legacy of the Dragons) and other monsters
to raid towns for sacrificial victims and loot. As the Vallorian population continues to grow slowly, the caverns they inhabit will
eventually be too small to house and feed them all. In time, Harzahk's divine vision of a Vallorian conquest of the upper realms
may come to pass.

Vallorian Realms
The original Vallorian settlements grew up in massive caverns deep within the earth. The settlers survived by cultivating
mushrooms and hunting a species of small, subterranean pig known as vraka. These creatures feed on bugs and small
insects and have proven relatively easy to breed in captivity. In addition, the Vallorians hunt large beetles and keep small
herds of giant crickets and other bugs. Their cities are protected by stone walls, with a cathedral to Harzahk and a pool of
proto-flesh positioned in the center of each city. When a settlement needs more room, the Vallorians build downward, with
many of their dwellings featuring multiple floors carved from the rock and earth. Wells dug into the rock provide water.
Cities
Vallorian cities resemble armed camps. Teams of warriors lead the tartharyls -- walking, fleshy bags of acid that scuttle on
thin, bony legs -- to sear any natural plants or fungus from the regions beyond the city's walls. In this manner, no foe can
approach a settlement without being spotted. Teams of workers drag away boulders or smooth down any ridges, while
observation posts carved high up on the cavern's walls provide sentinels with a perfect view of the region.
The Vallorians use a sculpted race of bat-winged homunculi to communicate between watch posts. These creatures are
smart enough to memorize messages of up to several hundred words. Usually they swoop from a watch post to guard towers
below to spread news. In an emergency, a single watch post can dispatch dozens of these creatures to spread word of
coming danger. The Vallorians in the city below know that a battle is at hand when dark clouds of tiny homunculi burst from
the posts above them.
Each watch post is manned by a pair of Vallorian sentinels, warriors who have bathed in the vats of proto-flesh, allowing the
slimy organic material to bore into their bodies. Under the careful ministrations of the fleshsmiths, a Vallorian sentinel gains
enormous eyes, almost comically large ears, and an elongated nose (which grants the sentinel the scent ability plus a +2
bonus to Listen, Search, and Spot checks). The newly modified Vallorian is then sealed within one of the watch posts, with
only one other sentinel (who has the opposite sleep shift) and the homunculi to accompany him. Provisions are sent to the
sentinels magically. Family clans that present volunteers for this process win tremendous prestige. Vallorians who fail in
revolts, power struggles, or who simply suffer overwhelming unpopularity with their families are prime candidates for this fate.
The city below is always organized into concentric circles of defensive walls. The cyclopean temples of Harzahk dominate the
innermost circle, along with the pools of proto-flesh. The innermost walls are studded with dozens of watchtowers and siege
engines, but their greatest defense lies hidden within the walls. Caustic proto-flesh slime dwells within the rock. Any army
foolish enough to breach the inner walls faces an onrushing wave of devouring flesh. The Vallorians are loath to unleash this
measure, as it drains their vats and leaves them unable to produce new weapons and armor, but as a weapon of last resort it
has turned the tide of many battles. Triumphant foes have dispatched messengers to gather wagons, carts, and engineers to
aid in the sack of a Vallorian city, only for the messengers to return to an endless plain of bones, skulls, and shattered
weapons stretching out from the Vallorians' final outpost.
The outer precincts of a Vallorian city are strictly separated along clan lines. The mightiest families control an entire ring
within the city's successive layers of walls, while lesser clans may divide a single ring into several walled compounds.
Usually, a wide area of animal pens, fields of mushrooms and the few plants that grow in the subterranean world, and other
foodstuffs are used as a buffer between the outlying poorer and less prestigious urban areas and the inner rings of the
wealthiest and most prosperous clans.
Vallorian noble houses literally fight for their position within a city, with open warfare flaring up as one house attempts to seize
living space from another. Such combats are highly ritualized and focus on assassination and skirmishes. If a Vallorian family
can slay the eldest three members of a rival family and defeat at least 50 of its warriors in the space of five cycles of sleep
and waking, it gains control of the loser's territory. In this case, the two families swap their living space. The artisans in the

family often resist such challenges, as they can prove bad for business and trade. Thus, fighting may occur once per decade.
The outright murder of skilled workers and targets aside from a house's eldest members and warriors is punishable with
execution, fines, and even an overturned victory. During times of crisis, warfare is considered treason, and the city as a whole
may rise up and annihilate a house foolish enough to initiate it.
Non-Vallorians are arrested on sight within a city unless accompanied by a sponsor. This sponsor is held responsible for his
charges' actions. If they face charges for any crimes, he must face them too. Vallorian cities lack any sort of visitor's
quarters, and inns are utterly unknown. Even Vallorians from other cities are expected to have an invitation and lodging
arranged through one of the resident families. When the Vallorians deal with blade trolls and other mercenaries, they meet
with them outside the city walls.
There are a few market and general social areas within Vallorian cities, but these places are all located within the precincts
controlled by the families who specialize in such activities. The Cointakers might rent space to the other families in a large,
open area they built within their territory, allowing trade and political discussions to take place on neutral ground. One clan
may specialize in cuisine, creating a row of restaurants and pubs in its territory where Vallorians from all the clans gather to
socialize, enjoy fine food, and gossip.
Above all else, Vallorian society is orderly. The clans pride themselves on maintaining beautiful, clean precincts. Owing to
their small population, the Vallorians have plenty of work to go around for everyone. Their excellent wares and high level of
civilization allow them to trade mundane weapons, tools, and art objects with other races of the underworld. In turn, they can
hire mercenaries to defend their lands and defeat their enemies. In many ways, the Vallorians' power can be traced to their
economic might rather than their living weapons.

Vallorians in the Campaign

Many evil races fall prey to infighting. The evil armies may be on the verge of victory, when suddenly dissension tears through
the ranks as warlords battle for the ultimate fruits of victory. Such attitudes are antithetical to the Vallorian way. Unified in
their hatred against the surface folk, driven into strictly regimented life by the priests of Harzahk, and pounded into a complex
political, economic, and social web that makes even the smallest clan an important player, the Vallorians are a seemingly
monolithic force. In truth, they do suffer from internal struggles and the occasional blood feud, but overall they are so
dangerous precisely because they are organized, focused, and relentless. A Vallorian lord is likely to put aside his feuds and
rivalries in the face of an enemy. A Vallorian found to work with surface worlders may face execution.
Yet, despite their harsh nature the Vallorians have a stable, relatively comfortable society. They may be depraved, ambitious,
and murderous, but among their own kind most Vallorians live as simple artisans, traders, and laborers. The priests of
Harzahk and the histories that speak of great betrayals and wrongs committed by humanity create a hatred that burns within
them, but they project their anger and evil outward. Unlike the stereotypical evil society, the Vallorians do not casually
engage in murder and repression of their own kind. Their arrogance drives them to inflict such evils on others, but it also gives
them a strong sense of unity. They see themselves as the one truly civilized race in the world. Surrounded by foes and forced
to endure terrible conditions, they dream of conquering and subjugating others. Even the fiercest Vallorian rivals respect each
other's basic rights and dignity. Their society has existed in a tenuous state too long for them to casually set aside their
fellows.
As enemies, the Vallorians present an interesting dilemma. Black-hearted and incapable of seeing other races as more than
playthings and potential victims, they remain patient, smart, and unified in the face of an opponent. They truly believe they are
on the right side of any conflict and never think of themselves as evil or debased. Instead, they view other races as mere
animals. Raiding a human settlement creates the same moral and philosophical dilemma as burning out a colony of wasps
that nests too close to a barn door.
Also see: Vallorian Living Weapons and Armor and Playing Vallorians

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