City of Magnimar


Base Value 12,800 gp; Purchase Limit 75,000 gp;
Spellcasting 9th

Known as the City of Monuments for its jaw-dropping skyline of ancient ruins, magnificent towers, and stunning sculptures, Magnimar embodies the spirit of the frontier realm of Varisia more than any other city. But life in the City of Monuments can be an adventure all its own.

The city of Magnimar stands as one of the two major city-states of southern Varisia. Founded by Korvosan dissenters in 4608 AR, the City of Monuments now stands as a rival to Korvosa in an open war of coin and words. The people of the city are termed ‘Magnimarians’ and they call Korvosa: ‘Little Cheliax’. The adjective used to describe something of Magnimar is ‘Magnimarian’.


Magnimar is a large city located on the southwestern coast of Varisia where the Yondabakari River empties into the Varisian Gulf. The city is surrounded by the mostly inhospitable Mushfens. The city itself is defined by two colossal landmarks which predate modern civilization by thousands of years or more. The Irespan is an ancient Thassilonian ruin, the easternmost end of a giant bridge which has now crumbled into the sea. This enormous relic stretched from Magnimar’s other most noticeable feature, the three-hundred-foot tall cliff which cuts the city in two known as the Seacleft.

Where to buy and sell magical items:

  • At the Temple of Iomede, where brother Pietre (male human cleric) will buy any evil item to assure its destruction. The temple has a small arsenal of holy and divine artifacts that it is willing to sell to those of like mind. They also buy holy and divine artifacts as well as accept donations.
  • At the Founder’s Archive and Museum of Ages, Dr. Archisa Aparna (female human Pathfinder ) may be able to locate anything with enough time.
  • Jorston “Axetongue” Droaeb (male dwarf) at the Serpent’s Run has magic arms and armor for sale.
  • The Golemworks’ Toth Bhreacher (male human wizard) excels in constructs and he sells arcane potions.
  • The Bazaar of Sails market is overseen by Sabriyya Kalmeralm (female human) and she can sometimes find items of interest to sell as well as buyers willing to buy unwanted items.
    Naos is home to the esteemed hunters, explorers, and Pathfinders Sir Canayven Heidmarch (male human) and his wife Sheila Heidmarch (female human) have many items to trade. They currently have a magic stone of alarm for sale that adventurers with only a few quests under their belts might be able to afford.
  • Magnimar’s most esteemed school of wizardry, the* Stone of the Seers* is run by Master Leis Nivlandis (male half-elf wizard) and focuses on abjuration and divination magics. Beware of low-price arcane scrolls; apprentices wanting ale sometimes sell scrolls they penned and sometimes their efforts result in cursed scrolls. Wands charged with arcane spells are also for sale.

Monuments and special abilities granted by them.

Arts & Entertainment

In an attempt to elevate the city-state beyond merely an aggrandized trading post, the local government has done much to encourage education and the arts. The majority of its contribution to citywide enlightenment goes to the Founder’s Archive and Museum of Ages. Occupying a small campus just north of Usher’s Hall, several grandiose structures house the histories, findings, and private ollections of some of the city’s most esteemed citizens. Of particular note are three of the museum’s permanent displays: the ancient Eye of Rakzhan, the Gemstone Regalia of King Chadris Porphyria III (much to Korvosa’s disdain), and the Lions of Siv. Esteemed scholar of Varisian history Dr. Ernst Landis (N Chelaxian male curates the Museum of Ages, while the stern, half-Shoanti/Vistani Madam Irba Demerios practically rules the Founder’s Archives (and holds the only key to the library’s famed Forbidden Collection). The museum also funds the region-wide expeditions of renowned explorer, treasure hunter, and Pathfinder Dr. Archisa Aparna (Vistani female), who frequently lectures on ancient Varisian monuments on the occasions she returns to the city. Beyond these halls of learning, Magnimar also hosts several esteemed—and not so esteemed—houses of the arts. While the Summit’s Triodea presents the grandest performances in western Varisia, the most popular public venue is easily the Serpent’s Run. The city’s largest structure, this gigantic hippodrome hosts decathlons, horse and dog races, displays of magic, circus performances, and—on rare occasions—small-scale naval engagements and mock-gladiatorial battles. Capable of seating a crowd of more than 5,000 cheering onlookers, its uppermost rim bears the shape of a gigantic serpent circling the entire arena—an homage to the heroics of the city’s most beloved founder. Jorston “Axetongue” Droaeb (dwarf male), the hippodrome’s aged but still spry Master of Games, organizes events and assures that all competitions are fair and safe.

City Districts

While the Seacleft and Irespan break the city into three obvious sections, the cityfolk and the government recognize 19 local communities: seven upon the Summit, eleven along the Shore, and one in the Shadow. Each of these communities has its own distinct atmosphere, venues, and local personalities. Presented here is an overview of those districts and their most prominent features.

The Summit

The wealthiest communities in Magnimar are located in the Summit atop the rise of the Seacleft, as are the city’s centers of government, education, and arts. The Summit contains the following three city districts:

  • Alabaster District, incorporating the neighbourhoods of Marble District and the Stylobate. Formally called the Stylobate, the colloquially named Alabaster District is home to Magnimar’s richest and most affluent citizens. Segregated from the lower districts by steeply canted, marble-inlaid walls, only a few prominent avenues allow ascendance to the statuary-lined streets above by way of long, well-guarded stairs. At the northernmost point, commanding a strategic position over Maganimar’s coast, stands Fort Indros. Bristling with ballistae and trebuchets, the lofty fortress deters all but the most brazen pirate ttacks. Commander Wynmerd (dwarf male) oversees a garrison of soldiers, bowmen, and siege engineers here.
  • The Marble District: The residents of the Marble District hold only slightly less prestige than those in the Alabaster District. Well-appointed townhouses, small villas, and even the walled estates of several old Magnimarian families—most notably the Kaddren, Scarnettis, and Vanderales—find majestic views atop the Fogwall Cliffs. Many of the richly homes in this area are built of marble, hence the name of the district – but many refer to the area as the “garden district” because the homes in this area have some of largest and most beautifully sculputed gardens of the city – which is a prideful boast of the citizens, and draws many sight-seers into the area to view the tended gardens.
  • Bridgeward: Although much of Magnimar’s industry and trade takes place along the Shore, the dusty blocks that surround the Irespan ring with the noisy work of sculptors, jewelers, woodcarvers, and all manner of other artisans who work in rare mediums—even magic. One of Magnimar’s best-known local industries is the Golemworks, a series of unremarkable, crow-haunted warehouses near the north edge of the Irespan. Nearly 30 years ago, local wizard Toth Bhreacher (Astorian male) discovered that the stone of the Irespan proved particularly useful in spellwork. Since then, his studio has grown into a sizable and prestigious workhouse, dredging fallen segments of the Giant’s Bridge from the Varisian Gulf to craft a range of constructs and simpler creations for wealthy buyers. Nearby stands a 10-story, cylindrical monument called the Cenotaph. Created as a memorial to Magnimar’s most beloved founder, Alcaydian Indros, the monument was meant to be an empty tomb honoring the local hero. As years passed and Indros’s family members and friends passed on, an inordinate number requested to have their bones entombed near or within the monument. Begun as an honor to the great man, then a vogue, the practice has become a tradition and post-mortem status symbol for all who can afford burial beneath the stones of the surrounding Mourner’s Plaza or in the later-constructed catacombs beneath the memorial.
  • Capital District, incorporating the neighbourhood of Bridgeward: Surrounding the bustling square known as Founder’s Honor and the towering sculpture called “Indros cul Vydrarch” spread the high marble columns and ornate facades of the heart of Magnimar’s government and political arena. Here, the elaborately sculpted Usher’s Hall serves as the meeting place for the city’s Council of Ushers. Anyone who wishes to meet with a councilmember must first meet with Jacildria Quildarmo (Chelaxian female), the hall’s Seneshal of Dates, a power-mongering, pinch-faced secretary who revels in her authority. Near the Usher’s Hall stands the impassive gray stone fastness of the Pediment Building. While the impressive upper halls, replete with stern-faced gargoyles and grim judges, serve as the home of the Justice Court and the Halls of Virtue (each judge’s personalized audience hall), beneath lie the sweltering halls of Magnimar’s only prison, the Hells. Only the city’s justices and most infamous criminals know how deep the prison’s claustrophobic floors run, but rumors tell of one of the deepest halls where guards no longer patrol, sealed in response to an unpublicized uprising and left to the worst of the city’s convicts.
  • Naos, incorporating the neighbourhoods of Grand Arch and Vista:The home to many merchants and comfortable families, the city stretch along the Avenue of Hours is disparagingly called the “New-Money District” by local nobles. Despite the disdainful comments of the elite, Naos is one of the most welcoming and well-kept parts of Magnimar. Upon Starsilver Plaza—where abalone shell inlays create a scene of thousands of stars—stands the Triodea, the most renowned playhouse and concert hall in Magnimar. This one building houses three performance halls: the Grand Stage for operas and plays, an acoustically perfect concert hall called the Stonewall, and the Aerie—a raised, rooftop stage for soloists. Durstin Versade (Vistani male) currently owns the performance hall, but the Triodea’s true master is Kassiel Iylmrain (Moon Elf male), a masterful dancer and alto, with a history of extraordinary fits of anger, jealousy, and promiscuity (especially when it aids his career). Naos is also the home of two of the city’s most eccentric citizens, esteemed hunters, explorers, and Pathfinders Sir Canayven Heidmarch (Tordish male) and his wife Sheila Heidmarch (Tordish female). The world-traveling adventurers have recently retired to Magnimar, but have not been content to settle into the quiet life, opening their sizable manor to their society. The first Pathfinder chapter house in Varisia (just north of the Triodea) welcomes all members eager to explore the still relatively unknown land. Visiting members of the Pathfinder Society are welcomed to the manor by comfortable lodgings, a well-stocked library of far-flung lore, and its owners’ sagely advice. Currently, two Pathfinders, aside from the Heidmarchs, use the manor as a base camp: Almya Gorangal (Chelaxian female), a sour Chelish explorer seeking to map the ancient ruins of the Mushfens, and Joadric Heimurl (male human), a bombastic man of barbaric descent bent on organizing an expedition into the Malgorian Mountains. Aside from their home, the Heidmarchs also curate the Lord-Mayor’s Menagerie, a public park where they display many of their taxidermy trophies and live captures, most notably a blinded ruby-eyed basilisk (its eyes also on display), the viable egg of a millennia wyrm, and “Prince Mandali”—a seemingly tame 14-foot-tall ape.
  • Vista: High-class shops, restaurants, businesses, and the offices of globe-spanning mercantile concerns spread between the Avenue of Honors and the Seacleft. The Aspis Corporation—a conscienceless shipping, trading, and money-lending venture of Chelish descent—keeps its bronze-faced Varisian headquarters here. Directly upon the Seacleft stand several estates of the city’s more daring nobles, but even the most lavish of these are outshined by Defiant’s Garden, diplomatic resort and home of Lord-Mayor Haldmeer Grobaras. Although the lord-mayor has traditionally kept a simple residence among the people, Grobaras moved into the lavish city-owned estate under the pretense of wanting to be more intimate with his work—and certainly not to take advantage of the small castle’s eight fully staffed floors of sumptuous salons and comfortable lounges, usually reserved for visiting diplomats.
  • Grand Arch: The largest of the Summit’s districts, Grand Arch stretches from the Twins’ Gate to the heart of the upper cliff. Many of Magnimar’s middle class and simple shop owners live comfortably here, but a surprising number of the area’s homes stand unoccupied much of the time—the homes of foreign merchants and travelers whose business takes them elsewhere but who desire comfortable living upon their return. Just within Twins’ Gate stands one of the city’s larger monuments, the Guardians: 200-foot-tall colossi depicting the young heroes Cailyn and Romre Vanderale facing each other with touching weapons held high, forming a giant arch.

The Shore

The majority of Magnimar’s working population lives along the Shore. Comprising more than just the coast and dockside portions of the city, the Shore extends from the base of the Seacleft out to Kyver’s Islet and Ordellia, south of the Yondabakari River.
The Bazaar of Sails: A destination for traders the world over, the Bazaar of Sails is the largest free market in Varisia. Anyone with merchandise to sell is welcome to set up a tent, booth, or wagon among the hundreds of other ever-changing shops that fill the dockside plaza. Crops from local farmers, Varisian artifacts, Osirian spices, Chelish fineries, Andoran quartos, and more exotic goods from a hundred foreign ports fill the market, with the offerings of any day varying with the season, trade winds, and tides. As merchants eagerly trade, competitions, rivalries, and all manner of criminal temptations arise. Although the market welcomes all comers, the ever-changing crowd, shouts of exotic traders, and generally raucous bustle make the place a nightmare for the local watch to patrol and mete out justice. Fortunately, the Princess of the Market, Sabriyya Kalmeralm (Kellishyte female), takes care of policing her own. The daughter of the first Prince of the Market, Nazir Kalmeralm, who disappeared nearly 28 years ago, Sabriyya is well-loved by most of the bazaar’s regular traders and her “court”—a sizable gang of toughs and money collectors. A passionate woman in her late forties, her quick wit, aristocratic bearing, and silver tongue are as famed as her fiery temper and unforgiving memory. While many in the city still see her as little more than an exceedingly public gang lord, those who frequent the chaotic maze of stalls and shops know the service she provides.
Dockway: The shouts and bustle of countless traders, fishermen, and foreign travelers stir the choppy waters of Outcast’s Cove through all hours of the day and night. Along the seaside district of Dockway, salt-blasted storefronts and cramped businesses cater to the typically rough seafolk, while exotic inns and taverns serve as familiar welcomes to visitors from afar. The best known of these seaside sanctuaries is the Old Fang, a taproom and cheap inn built right on the docks and covered in barnacles and peeling white paint. Ol’ Mam Grottle (Vistania female), a burly, no-nonsense matron, runs this favorite local watering hole, decorated with the nautical trophies of her late husband.
Low cleft: At the bottom of the Seacleft lies one of Magnimar’s most vibrant districts. Often referred to as the “Foreign Quarter” due to is endless supply of tourists from all over Golarion that look no further than here for endless entertainment that only a large city can provide. This area lays claim to numerous small playhouses, pubs, brothels, hookah bars, dance halls, and a wide variety of other entertainments make Lowcleft a home to the city’s artistic and avant-garde community. Among the best known of the district’s nightspots is the Gilded Cage, a garish nightclub built into the face of the Seacleft and run by Jayleen “Morning Dove” Mordove (Vistani female), a former prima donna of the Triodea who retains her connections to the city’s artistic elite. Two particular blocks of this district rife with such tourist attractions and foreigner-friendly establishments is commonly referred to as “The Midnight Muddle”; so named for it endless night hours of entertainment. Here the shops and venues never seem to close, and patrons and outsiders come seeking fun and excitement at all hours of the night – long after the common decent folk have retired to their own bedchambers.
Keystone: Seerspring Garden, a park boasting a spring of crisp, clear water, marks the center of the Shore’s central district. While impressive and intimidating buildings line the four avenues radiating out from the area’s heart, behind them lie the townhouses and close streets of Magnimar’s common people. The fortress-like temple of Kal’El — under the offices of Chaplain Tira Ronnova (Astorian female)—stands here, sounding the daily call to glory and preaching of honor, sacrifice, and spiritual rewards to the layman. To the south of Seerspring Garden stands Magnimar’s most esteemed school of wizardry, the Stone of the Seers. The spring that still bubbles at the heart of Keystone is said to have once been home to an oracular water spirit who departed decades ago but promised to one day return. In the tradition of that strange sibyl, Master Leis Nivlandis (half-elf gold-elf/Vistani male) began a school of the arcane with a focus on abjuration and divination magics.
The Marches: The entrance to Magnimar for many traders and travelers, the Marches’s Castlegate is where those locals who would bring their wares to the city must first pass. Many simple and largely contented folk live in this sizable district, but despite its size and population, the Marches receive little extra in the way of city funding to maintain the area and protect its people. While this has caused a rise in Sczarni theft and cons, the churches of Abadar, Erastil, and Kal’El all maintain presences to aid the city and perhaps win a few converts.
Beacon’s Point: Comprising the western rim of Outcast’s Cove and ending at the statue-studded point called the Wyrmwatch—a lighthouse said to overlook the spot Alcaydian Indros battled the Vydrarch—Beacon Point is a raucous home to traders; sailors; and hardworking, hard-living families of all sorts. Numerous warehouses, shipping concerns, and other businesses fill the area, as do numerous simple but boisterous festhalls and taverns.
Rag’s End: Only the poorest and most deprived of the city’s working class make their homes in the cramped, maze-like knot of alleys called Rag’s End. Temporary laborers, crippled dockhands, drunks, and the sorely out-of-luck scrape by on coin earned from begging, performing odd and often demeaning jobs, and the charity of the city’s sympathetic religions. Much of Rag’s End is owned by Slumlord Rassimeri Jaijarko (Shoanti/Vistani male), a greasy half-Varisian drug dealer with ties to the Sczarni gang the Gallowed.
Silver Shore: The wealthiest district below the summit, Silver Shore is home to several well-to-do business owners, council members, and nobles who seek to live close to their work, the people, or the beauty of the river. At the northernmost part of the district stands a spherical building of metal and glass shaped something like a diving helmet, a curious diversion called the Aquaretum. The proprietor, Nireed Wadincoast (gnome male), opens this home and personal collection of large aquariums, captured fish, embalmed sea creatures, and sunken discoveries to any with a silver piece and the time to tour. Although an expert on life beneath the water, his tales of whole cities lying at the bottom of the Varisian Gulf are largely discounted as “typical gnome enthusiasm."
Kyver’s Islet: This small island at the mouth of the Yondabakari river is given over almost completely to lumbermills, shipwrights, and noisy workshops best situated away from homes and quieter businesses. From the northernmost point of the islet rises the Floodfire, a small lighthouse that warns ships away from the shallow waters and half-submerged sandbars of the river.
Ordellia: Long a hotbed of dissension and governmental criticism, Ordellia perhaps best embodies the untenable spirit of freedom and leaderless rule Magnimar was founded upon. Many in the district consider themselves a town apart from Magnimar, taking pride in organizing their own small community militia and council apart from the city’s. The unofficial “capitol” of Ordellia is the Rose and Rake theater, an open-air, circular playhouse known for its scathing social satires and ribald political commentaries.

The Shadow
The Shadow district is the most derelict in the city and houses only the single city district of Underbridge. It is home to the seediest of Magnimar’s inhabitants and most members of the government take an “out of sight, out of mind” approach to the district’s problems. The area directly beneath and to the west of the Irespan holds but one city district, formally known as the Underbridge. Due to the eclipsing bridge above, light only reaches the streets below for one hour in the morning and two in the evening.
Underbridge: Seedy taverns, poorly run brothels, and ratinfested gambling dens compete with salt-blasted tenement buildings and cheap flophouses in Magnimar’s most dangerous district. While the Magnimarian government champions cleaning up the Shadow as one of its most important long-term goals, many council members realize that the vices of the slum attract a certain amount of business to the city and that truly clearing away the “bridge trash” could significantly impact the local economy. Although the submerged rubble and jagged, ruined pylons of the Irespan make sailing beneath the Giant’s Bridge a treacherous prospect, a few docks line the trash-strewn Underbridge shore, serving as the entry point for all manner of contraband. At the end of one such dock slumps the Friendly Merchant, a dilapidated tavern frequented by thugs, con-men, deviants, and worse. The friendly merchant himself, Siov Cassimeel (Moon Elf male), is a scheming but ultimately cowardly criminal involved in a variety of petty crimes.


Magnimar Holdings
Magnimar has begun to slowly expand her sphere of influence to encompass many nearby settlements and communities. These communities tend to be healthier than those of Magnimar’s main rival Korvosa.


Magnimar is ruled by two official political bodies: the Council of Ushers and the Office of the Lord-Mayor. This two-tiered system was established at the city’s founding to ensure that no single person ever had too much control. Despite the idealist intentions of the city’s founders, over the last century both offices have become more power-hungry and less effective at representing the needs of the city-state’s citizens.

The Council of Ushers

The Council of Ushers serves as the legislature of Magnimar and currently contains 117 members. Of these, many are nobles whose families have held seats for generations, back to the time when the Council was but fifteen members large. With many more seats now that there are noble families, dozens of seats are filled with scheming merchants and greedy power-seekers, as well as a frustrated number of genuinely altruistic activists and honest merchants all vying to have their personal causes (many of which are entirely self-serving) heard and passed into law. The Council meets in austere Usher’s Hall in Capital District.

The Office of the Lord-Mayor

In theory restricted by the council of Ushers the Lord-Mayor is by far the most powerful person in Magnimar.

Justice Court

As a city founded by those who refused to live under the reign of tyrants, Magnimar has relatively few laws. From its barracks within the Arvensoar, the towering fortress of Magnimar’s small military, the city watch patrols the length and breadth of the city—although Lord-Mayor Grobaras’s decrees see that the richest quarters of the Summit receive the most attention. When the law falls into dispute or cannot be meted out by patrolmen, quarrels are taken before the esteemed Justice Court. Thirteen justices—led by Lord Justice Bayl Argentine — form the highest court in the city, settling arguments and deciding the guilt or innocence of those who come before them. The worst of the confirmed guilty are sentenced to time in the Hells, several levels of sweltering dungeons beneath the Pediment Building.


Magnimar welcomes religions from all corners of the world, so long as they don’t pursue any ongoing crusades or violate city law. The churches of Abadar, Iomedae, and Pharasma have the strongest citywide followings, along with Desna well-represented among the Varisian population. Asmodeous and Calistria are also openly followed by many of the city’s scheming merchants, thieves, and betrayers, while a small sect of Gozreh’s devotees maintain and worship in the city’s various parks. Tradition and local legends surrounding the Arvensoar have also attracted a number of celestial mystery cults, which practice strange rituals outside the public eye. Assemblies devoted to the empyreal lords Soralyon, Ashava the True Spark, and the Horseman of War are all known to gather in the city.

Locals may be aware of some of the below areas:


The streets of Midnight’s Muddle are narrow and unlit, and chimneys often cloy the alleys with the tangy stink of woodsmoke Three streets pass through the neighborhood – Nevern Walk, Bobclay’s Alley, and Muddle Street These streets are traveled by locals, for the most part, and the looming walls of the surrounding buildings keep them in perpetual shadow save for an hour or two during midday.

Building walls are very rough. Roofs vary between 20 and 40 feet in height (although a few buildings described are taller), and are wood shingled unless indicated otherwise. The narrow streets are slightly raised in the center so rain washes filth to gutters on either side. Drains in the gutters down to the sewer below often back up during the rainy season.

The southeastern face of Midnight’s Muddle faces the Free City’s Low Market, a large square that hosts crowded daily markets that draw customers and entertainers from throughout the city’s less affluent districts. If there’s anything the PCs seek that can’t be found for sale in Midnight’s Muddle, chances are that they can probably find it for sale somewhere in the Low Market.

Tarquin’s Temporary Residence
This is a townhouse that Tarquin resides in most of the time. His home away from home. It is just as colorful and eccentric as he is. He stays here, close to his place of business when times are busy – such as the weeks leading up to the Arena Games. At slower periods, he stays in his manor in the Marble District (“Garden District”).

The Crooked House
One of the larger buildings in the neighborhood, the Crooked House is just that, a bit off tilt Its walls are all at odd angles and the windows and doors aren’t quite squared. Despite this, the tavern and inn is in good repair.


Mobber’s Tasty Vegetables
A fine, three-story townhouse rises here. Mobber Blaskenabby (dwarf male), the owner, uses the ground floor of this fine building to sell vegetables he grows with the help of a friendly druid named Dakams Hobentak (Tordish male) in a rumored secret garden a day’s travel south of the Free City. Mobber’s wares vary by the week. On some days he sells leaves from a single colossal cabbage while on others he prepares delicious (and tangy) green vise salads. Mobber himself talks very slowly, a side-effect from spending too much time conversing with plants that have all the time in the world to listen.

Crowmar’s Magnificent Lantern Emporium
Crowmar Footly (Tordish male) is a very tall and stocky man with a penchant for Tarquin Shortstone’s barley wine. Crowmar’s made a lot of money selling lanterns, sunrods, and other illuminating objects over the years-many of the lanterns found in Midnight’s Muddle are his design. Yet recently he’s fallen on hard times. A few months ago he had a large purse of money, and a bursting enthusiasm for a great idea he believed would revolutionize lanterns. He came up with this plan whilst working as a miner a foul Diamond Lake mine. His plans were for a simple, safe, portable means of illumination for miners – specifically engineered fire beetle cages. Crowmar’s initial design was a cage with special leg holes so that fire beetles locked inside them could still move around, to the limits of a tiny chain attached to a bootstrap. Sadly, Crowmar overestimated the cooperation of the humble (and stupid) fire beetle, and when a large number of imported fire beetles escaped he very nearly had to sell his shop to cover the damages. Fire beetles can still be found in Midnight’s Muddle, and it’s rare that a week doesn’t go by with stories of a child or pet being bitten by an angry beetle. These stories hurt poor Crowmar almost as much as they hurt his savings.

Murdo’s Pantry
Murdo Aberankus (dwarf male) cooks an incredible array of food daily, favoring foods he has specially imported from foreign lands. His food is expensive (double the normal prices found in the PLAYER’S HANDBOOK) but the cuisine (a mixture of spiced dumplings, pies and cakes) is exceptional. His eatery boasts a fine upper-floor terrace where customers can get away from the bustle of the streets and enjoy a spectacular view of the Free City. Murdo himself is astonishingly fat and usually covered in flour.

Ret’s Taxidermy
A stuffed otyugh stands watch outside this cluttered shop front. The young halfling named Ret Mallenkask (halfling male) who owns this shop often wears a bloodstained apron, even when out at night. He’s an expert at stuffing trophy heads and animals and monsters of all sizes, and claims that he once stuffed an entire dragon turtle for an eccentric (but very rich) adventurer. Although the stuffed otyugh out front of his shop has seen better days, he really is a talented taxidermist. His prices are not cheap – but his work is unmatched, in the area.

A Tinge of Vellum
Madame Alexia Tinge (Vistani female) is a bookish, reed-thin woman who dresses in woolen clothes. She sells quality vellums (along with paper, parchment, quills, and inks) from this shop, and is never afraid to give her customers a somewhat shrill report on the rising prices of producing fine writing materials in this modern day. A life-long spinster, she shares the upper floor with her three older (and equally shrill) sisters Agatha, I’yara, and Zelaria.

Moxitled’s Alchemical Wares
Maxitled Jhrenn (half-elf male of Moon elf and Chelish descent) is an eccentric man with wild, bushy hair. He spends much of his time in his cellar laboratory, manufacturing alchemical wares for his twin sons Doran and Nordan to sell in the cramped shopfront on the ground floor above. After his wife perished in a mysterious fire several years ago in a distant city, Moxitled and his sons left town and settled here. He is rarely seen by his neighbors, but his sons are common sights at the Two-Necked Swan.

Two-Boy Theater
The tiny theatre is run by a pair of young men who escaped the clutches of a wererat orphanage owner on the other side of the city. The older of the two is Danifar (Vistani male), a handsome lad with short, dark hair and a ready smile. Hestek (Vistani male) is the younger of the two, and his skill at creating puppets is in large part the reason for the success of their venture. The boys put on plays in this tiny ten seat theatre (itself little more than a shed), using silhouette puppets and their own acting skills in religious miracle stories. The boys generally give good account of themselves, yet charge only 1 sp per performance. Both boys believe that Ludwick, the wererat orphanage owner they escaped a year ago, perished in the fire that consumed his lair. Whether or not this is in fact the case is unclear.

Shortstone’s Wines
A former temple to Abadar that fell on hard times after its priest was exposed in a scandal involving slavery and smuggling, this building’s new owner is a gnome entrepreneur named Fosdike Shortstone (gnome male). Unusually tall and broad for a gnome, Fosdike wears a monocle and dresses in dark velvet suits. He is in the process of converting this one-time temple into a warehouse to import and export wine. Fosdike is the third cousin twice removed of Tarquin (owner of the Crooked House), and the two are the best of friends.

Wake’s Construction
Kared Wake (Astorian male) is a strong but lean man in his thirties. His current trade keeps his warehouse full of timbers, stone, and iron. A pair of Tordish warriors guard the building. Kared himself lives elsewhere in the city with his family and only visits this location to requisition building materials as he needs them.

Ruined Shrine
Once a small shrine dedicated to Kal’El, this building burnt down a few weeks ago. The only priest, a respected man named Valda, was killed in the fire. His body has been interred in the crypt below the Free City’s glorious Sanctum of Kal’El. The loss of Varda and his shrine has left many in Midnight’s Muddle depressed and suspicious rumors abound that the fire was deliberate. Those who arrived to help fight it insist that the windows and doors were ensorcelled and made impervious to harm, preventing anyone from breaking into the building to save Varda. Others told that this is a flimsy excuse Varda’s supposed “friends” are spreading to explain why no one was brave enough to enter the burning building. In any event, the church of Kal’El is strangely quiet on the matter, and many who once worshiped the Invincible One have become disenchanted with their faith as a result.

Burnt Hovel
This building was consumed in the fire that started at area 12. The family that once lived there has left the city – the building is now used by vagrants and vagabonds as an impromptu shelter.

Burnt Shop
As with area 13, this shop went up in the that destroyed area 12.. Its owner was a struggling apothecary named Laslo. The day after the fire he threw himself into the Millstream north of the Muddle and drowned. The local homeless avoid this ruin out of suspicious fear that Laslo’s ghost may now haunt the place.

Mistress Crump’s Hovel
Mistress Oriana Crump (Chelaxian female) is a chinless, toothless hag with such a penchant for profanity that she is incapable of uttering a sentence without betraying a paucity in her vocabulary by swearing She’s lived in the Muddle for decades, ever since her once proud family fell on hard times and was forced to sell its estate. The local children enjoy tormenting her while the local adults enjoy avoiding her.

Tattoo Parlor
Although many locals call him the Painted Man due to his fearsome appearance (he’s covered in tattoos of writhing worm-like dragons), Jbaran Hubris (Tordish male) is a kindly soul. The tattooist stands over 6 feet tall and weighs 250 pounds, and generally walks around half-naked to show off his wares. Hubris’s favorite subject is dragons, but he is generally skilled at crafting any tattoo. His works are not cheap, with a small tattoo the size of a coin costing 1 gp. An apple-sized tattoo can cost up to 10 gp, while large tattoos (such as the sinuous dragon that coils along his shoulders and down his right arm) can cost 100 gp or more. His greatest works are magic tattoos that store spells.

Lobbly the Butcher
Lobbly Drent (Astorian male) is a miserable and lonely soul who seems to take singular delight in chopping up meat. He never married, his parents are dead, and his only friends are his astounding collection of knives. Still, his wares are always fresh and his prices fair.

Marik’s Buns
Marik Larathka (Astorian female) is a portly lady who keeps her gray hair tied in a bun. She makes very fine cakes and buns, frequently using strong aromatic spices such as nutmeg and cinnamon to give her wares a unique taste. She and her six children run this bakery with love and devotion, and start working before dawn every day. The smells from this bakery are a welcome addition to the day, and many of the locals have made a ritual of starting their day sitting on benches and chairs out front.

Horatio Rib’s Everything
Aging Horatio Rio (gnome male) wears a thick velvet robe and claims to have one of everything for sale in his tiny but crowded shop. His shelves and cupboards certai nly have all of the standard equipment listed in the PLAYER’S HANDBOOK as well as most mundane items. He actually has a few magic items.

Shrine of the Weeping Woman
Tucked under a bent yew tree of great age is a small, unassuming shrine. The little building houses a statue of a female angel that purportedly cried actual tears some six years ago. A number of priests examined the statue after the event but found it to be nonmagical. Identification of the angel itself or of the statue’s mysterious sculptor escaped the priests as well, and they eventually cataloged it as a hoax. The shrine is currently owned by Forwell Hog (Astorian male) a tall, thin man who walks with the aid of a stick. He claims to worship an obscure aspect of Kal’El called the Weeping Woman, one of Kal’El’s lesser servitors and a patron of martyrs. He has several devoted followers in the neighborhood – all elderly souls who have lost children in recent wars. Forwell dwells in a small cluttered chamber behind a timber door at the back of the shrine. Forwell charges 1 gp for visitors to see the statue, but allows his small (but growing) congregation to visit and pray free of charge.

Meply’s Alchemical Curatives
The short, balding Meply Molabian (Astorian male) is an alchemist. The business next door is rumored to be his mortal enemy. There is always a fresh new rumor of Meply and Din doing something to the other. It is a wonder either of them stays in business considering the obvious competitive professional hatred between the two shop-owners. In fact they desise each other so much they ensure that their two shops are never open at the same time. You’ll only find Meply running his shop from 8 in the morning to about 4 in the afternoon.

Din Danly’s Alchemical Curative
The bearded Din Danly (Astorian male) has an outstanding head of red hair-his pride and joy. is open from 6:00 in the evening until 2:00 in the morning. His shop focuses on potions and magical powders, elixirs, and other one-shot wondrous items. He usually opens shop about dinner time 6 in the evening and stay open until just after midnight.

Yalexex’s Abode
The eccentric artist Yalexex (Astorian male) who lives here was attracted by the cheap rent and lives in poverty in his rooftop garret. The floor below is a rickety open space in which he stores painting supplies. The paintings themselves (all wonderful and masterfully done portraits of famous citizens of the Free City) are kept in a stack under a ratty blanket in the corner. The handsome brown-haired, fair-skinned artist is often covered in colorful paint, and he talks quickly and often changes subjects in mid-sentence. Yalexex paints people who catch his eye- most of his portraits are of average people he met on the street who possessed some hidden aspect that intrigued him.

Weft Tower
This three-story tower is the home of Ulous Weft (Tordish male), a failed rogue and trickster with long gray hair. He moved to the neighborhood several years ago amid rumors of his fabulous wealth and stories of relatives who were successful adventurers. A broken and bitter man, Ulous never receives visitors. The penniless man lives alone, save for a large number of rats he’s been unable to exterminate.

The Boat
A large sign hanging in front of this shop brazenly proclaims “The Boat-She sails the ocean of commerce!” The sign depicts a colorful boat with a larger-than-life image of the owner’s red rosy cheeks and grin emblazoned on a foresail. This is Cobly Weent (Astorian male), a large man who dresses in red silks that match his rosy red cheeks. Cobly lives here with his wife, his three children, his infirm grandmother, all of whom are packed tightly into the upper floor apartments. The lower floor is a shop front that sells all manner of furnishings, carpets, statues, and other goods for dressing up a home. The interior of this shop is cunningly built to resemble the below-decks chambers of a massive merchant ship.

The Two-Necked Swan
The roughest ale-house in Midnight’s Muddle is run by Tudge (half-orc male) and Ruck (half-orc male), bald half-orc brothers who won the bar in a bet. The place has a well-deserved reputation for being a den of gamblers, low-lifes, and cheap prostitutes. A small circular amphitheater in the basement is always open for business. This fighting pit hosts battles between warriors, between beasts, and between beasts and warriors.

Zud’s Towering Armory
Zud Yabberchap(hobbit male) is a wild-eyed, red-haired man who fosters an obvious pathological hatred of Souf (area 28). Zud makes a brisk living selling armor and weapons, most of which he’s crafted himself.

Soul’s Paraphernalia
Souf (lizardfolk male) is something of an oddity and a local legend. A cultured and soft-spoken lizardfolk, Souf abandoned his tribe to move to the Free City in an attempt to educate its citizens about his people. Over the past several years, he’s managed not only to establish himself as a respectable citizen, but a shop keeper as well. His place is a tower of clutter. The rooms, doorways, stairs, and floor are crammed with items; piles of books about ant hills lie on top of others about horse barding, a ballistae hangs from a wall under a banner of frog-men fighting a group of badgers, and a stack of six crates of sunrods leans perilously next to the counter. Souf dresses like a human merchant and is more than willing to give his customers the luxury of looking around without dealing with a pushy salesman. Souf has had several accidents lately and his arm is currently broken and in a sling after a timber fell on him from one of the rickety buildings nearby. He suspects Zud is behind these" accidents" but can’t prove it, so he’s taken to avoiding the hateful Halfling as much as he can.

The Muddle
This cluster of buildings comprises the bulk of the residences in the Muddle. Each building is a tenement that houses anywhere from 10 to 30 people in small, cramped apartments. The tenants here are nevertheless friendly and open. The buildings themselves all belong to a man named Kerril Besk (Chelaxian male), a fair and just landlord who makes a tidy fortune on buildings (and several others like them scattered throughout the Free City). Kerril himself lives elsewhere in the Free City and only visits the Muddle when he’s forced to do so to collect on late rent. There are currently no vacancies in these buildings.

Ph’xeris the Miracle
Ph’xeris (Vistani half-Shaonti male) is an artist who glimpsed the Far Realm and has never been the same since. Independently wealthy, he usually walks around his house naked, exposing his pitifuIly thin body. His huge house is a series of extended breezy open balconies crammed with insane paintings, statues of iron, and clay sculptures of twisted things, (including many aberrations) so real looking he must have used living examples as reference. Ph’xeris is obsessed with having the building with the most number of doors in the Muddle and has personally installed hundreds of them (many of which open outside on upper floors) in his manor over the years.

Web’s Rooftop Dragonchess Parlor
Aging minor noble Ermelda Web (Astorian female), a double-chinned snob who wears expensive jewelry and clothes, runs a smart dragonchess parlor from the upper floor and roof of her manor. Her velvet-lined gaming tables and floors attract the finest clientele in the Muddle and beyond. Ermelda provides a selection of fine wines and delicate seafood for her guests, who can only enter by invitation. In the Muddle, only Zudand Tarquin Shortstone are members of her elite circle.

Shrine to Gozreh
Anlathi Merilain (Wood elf female) is a well-liked cleric of Gozreh, and the keeper of this small shrine of the god of nature. Her shrine is the only functional place of worship in Midnight’s Muddle, and is located near a small section of undeveloped land she’s managed to claim from the city government in Gozreh’s name. Much of her time is spent ensuring that new construction and development in the Free City is undertaken responsibly, but with the loss of the local shrine of Kal’El, many of the Muddle’s inhabitants have turned to her for religious guidance. She’s a little overwhelmed at the sudden shift in attention, but does what she can to tend to the sick and needy of the Muddle nevertheless.


City of Magnimar

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