Having escaped their pursuers, the adventurers must travel discreetly to Weirwood, an enchanted forest in Holdenshire. Within it resides the wisewoman Granny Appleseed who Belton claims can restore the party's lost memories. Originally the halfling planned to take the PCs there by open road, but with Captain Tariq Crestveil hot on their trail this is no longer a safe option.

---

---

Over breakfast Belton discusses yesterday's escape. Read or paraphrase the following.

"I can't show my face around the city until all this is over now. Hope you've all made up some fake identities. In case anyone asks, I'm one of your third cousin's brother-in-law...by adoption!" Belton quips as he bandages his leg. "You know, originally, I was thinking we could swing by Ringwood and Blackford, but now," the halfling scratches his chin as he thinks, "that's looking to be a terrible idea."

The party has a short opportunity to address some questions here.

• Fake identities? Belton suggests that the PCs come to a consensus on who they all are (or are pretending to be) and why they are traveling together, so their accounts match one another should they ever be questioned.
• Why can't we stop by Ringwood and Blackford? With a DC 13 Insight check the adventurers deduce that Annika's brother, given his uniform, appears to be a high-ranking member of Northminster's city watch. As a well-connected individual he can easily enlist others to assist him so chances are that most inns and taverns of nearby settlements will have the party's bounties (and Belton's too) on their job board by the end of tomorrow. An adventurer that makes a DC 15 Intelligence (Culture) check recalls that the man is Tariq Crestveil, a dedicated and passionate guard captain. While he is known to be righteous and compassionate, Tariq can get quite intense when things get personal. As this is pertinent information, Belton may relay it to the PCs if they fail the check.

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Roadblock Ahead =>

Throughout their journeys the party are bound to run into other creatures that aren't directly tied into the story of Memories of Holdenshire. These encounters can certainly lead to violent confrontation, but not necessarily—the party could be bamboozled and stolen from, decide to make a fell bargain with a priest seeking new adherents to a dark faith, lie their way past an obtrusive guard, or find that a meeting of circumstance points them to a clue they might have missed earlier on. The Narrator should encourage creative solutions by the PCs and remember that some of the most memorable NPCs are the ones who survive meeting the party (though good battles are certainly part of the fun).

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Important NPCs

• Annika Crestveil, the hero who was slain battling the khalkos .
• Belton Freedew, a halfling criminal who helps the adventures escape Northminster.
• Granny Appleseed, a green hag who helps the adventurers unlock their memories.
• Orfrain Cassar, the cult fanatic behind the evil plot.
• Tariq Crestveil, guard captain and brother to Annika, bent on revenge for her death.

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Friends or Foe?

This page is designed to help the Narrator keep track of all the NPCs in Holdenshire (both Hengistbury and Thornbury). Not all of these characters are critical to the plot, but the area is designed to work as a sandbox-style setting with plot hooks and suggestions liberally sprinkled throughout the following descriptions in addition to those in the main adventure.

Unless otherwise noted, any NPC in Holdenshire has the statistics of a commoner .

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Albert Wright

Albert Wright is the twelfth of thirteen kids from the hills near Brockendale who grew up to be a veterinarian. He dreams of taking care of baby owlbears, sick hippogriffs, and other exotic creatures. He keeps his Veterinary Clinic in Thornbury because it is near Ayle's Loch, Brockendale Castle, and the Queenswood where he likes to search for animals to study in his leisure time. He is not a cruel man and merely makes notes of their habits and lifestyles, making him a valuable guide to the area around Brockendale Castle.

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Ariadne

Ariadne is Brand Torek's niece. Although she plays only a small part in Memories of Holdenshire, she is probably the most important NPC in the following adventure (To Slay A Dragon) and the Narrator would do well to ingratiate her with the adventurers. Gord, the oldest of the Mortimer Brothers, is in love with Ariadne although she is not aware of this. She can often be located in and around Brand's house, but does make the occasional foray to the banks of the Moor-Run to pick flowers. Messages for Brand can be reliably left with her should the need arise.

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Ariel

Ariel is a midwife and herb supplier. She spends much of her time in the local wilderness collecting supplies. In her youth she was an adventurer and became a somewhat accomplished druid . She helps Lady Pemberton minister to the needs of the community and generally does so willingly, but she's been known to have a sharp word for anyone who has injured themselves doing something foolish or dangerous.

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Aus

Aus is an annoying young kid always trying to scurry around and get the latest rumors in an effort to impress the older Mortimer Brothers. In particular he is interested in rumors of a dragon in the east, and carries a stuffed dragon toy. He cheers for the dragon and pranks those who show interest in slaying it. He has collected a lot of dragon trivia in his 8 short years.

Some of it is even accurate, though no one is really sure about which bits have just been made up or confused with the real ones. Still, he constantly tries to find more and in the future he may prove to be a useful source of information.

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Brand Torek

The county is patrolled by Brand Torek ( strider ), a large, easygoing bear of a man proficient in hammer and bow. He reports directly to Lord Pemberton. Brand is a tall fellow with broad shoulders and a neatly trimmed beard that doesn't hide his square jaw. A retired adventurer, he still keeps his old armor and massive warhammer hanging on the wall of his cabin and office in Hengistbury. He is serious about his job and is rarely found in his office as he spends much of his time patrolling the villages and roads. Brand dotes on his niece, Ariadne, and would hate to see any harm befall her. His official title is "sheriff' and he is occasionally assisted by Yara Bloodclaw and Jayel.

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Donald Morrison

Donald Morrison is a giant of a man ( thug ) known for the kilt he wears and his forge in Thornbury. He's not as skilled as Rorus Klain is, but still produces serviceable items of decent quality. Rorus employs him when there is a large order that needs filling to handle the more work-a-day needs of the community. Both men are on genial terms with each other, but is that just a hint of jealousy in Morrison's eyes?

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Emery Shier

Emery Shier is an alchemist  based in Thornbury. He sometimes works with Heinrich Krebs to replenish supplies, but by and large makes himself available to locals to meet their more pressing needs. He runs his shop from the kitchen of his home and though his alchemical supplies are more limited in variety, each is of equal quality to Heinrich's. This makes some people suspicious and they wonder who the real talent is.

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Freya Aeval

Freya Aeval is an adorable little pixie  girl with long braided red hair, blue eyes, and pink and black butterfly-like wings. She spends much of her time in the vicinity of the Bleeding Heart Tavern, although she can be a source of information about the Weirwood. She seems to be sweet on Redheaded Roland, and while it isn't entirely certain that he returns the affection they are often seen going into the Weirwood together.

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Gavin Morrigan

The writer Gavin Morrigan ( veteran ) is a dark-haired man with a dusting of silver at his temples which seems almost to contrast the spark of youthful determination in his eyes. Though Gavin is often engrossed in his work, he is clearly in good shape. No one seems to know why he spends so much of his free time at the Bleeding Heart Tavern, nor what exactly he is writing. Surely something— or someone—must attract him here on a regular basis. What could it be?

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Heinrich Krebs

Heinrich Krebs (a spy  proficient with alchemist's supplies) is a self-proclaimed apothecary who wears his chosen profession like a title. Almost all villagers use products from his shop, be it to help with diseases, to enrich the love-life, or to get the town's best stain remover. For the occasional adventurer, classics like alchemist's fire or smoke sticks are always in stock. Whenever Heinrich needs to resupply, Thornbury's alchemist Emery Shier comes along to help out. Some locals are starting to wonder who the real alchemist is.

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Horatio Denhew

The brewmaster Horatio Denhew owns Thornbury's tavern, Denhew's Pub ‘n' Grub. He hopes to one day open a second branch in Hengistbury, although the Bleeding Heart Tavern's popularity has stayed his hand so far. When not in the kitchen he likes to mingle with his patrons, loving to hear their tales. If asked why he doesn't adventure himself, Horatio replies, "I nearly kill meself in me own kitchen e'ery day—wouldn't last more'n a week crawlin' through dungeons. Lemme refill yer ale."

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Jahmus "Jayel" Laekin

Widely known as Jayel, Jahmus Laekin is the name of a one time scout , now hunter of men at the behest of Brand. Though amicable, the dark-haired man holds little sympathy for the malicious. He prefers to live peaceably but has no qualms about doing bad things to bad folk—or people he believes to be bad, at any rate. It would be a terrible thing if he got carried away one day and did something unforgivable to someone innocent. Fortunately, Brand has been able to use Jayel's emotions for good.

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John-Francis Rainweaver

John-Francis Rainweaver is a hearty woodsman (a scout  with proficiency in History) of indeterminate age. He was once a court scholar in Northminster before being charged with teaching the young prince of Northminster, but some unspecified catastrophe occurred and he was dismissed. Unable to find more work as a scholar, he came to Holdenshire to seek what fortune he could. There is enough need for wood, meat, and skins to keep several woodsmen busy, yet after a few minutes of speaking with him it's clear that Rainweaver is seeking something here—maybe redemption.

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John Tulworth

John Tulworth is an untrustworthy little sneak known to the other kids as "The Toad', always getting into trouble with other youths (particularly Kit Bartleby). Nobody is sure why the two are so close to one another, but most think that Tulworth is a good kid at heart who's just been led down a bad path.

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Juide "Black-Hand" Averauh

Juide "Black-Hand" Averauh is a rarely-seen woodsman ( scout ) who keeps the village well-supplied with good meat. Most people assume he hunts in Queenswood for the most part and Juide does nothing to disabuse them of this notion.

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Kalle Sirkesalo

The  archmage  Kalle Sirkesalo lives in a tower located on an island in the river about 5 miles downstream. He is rarely seen but his henchman, Redheaded Roland (who is neither redheaded, nor named Roland), is seen in Hengistbury most weeks purchasing supplies. The wizard is often in need of rare ingredients so his servant is a busy fellow. Roland can sometimes be found in the company of Freya Aeval, the pixie, as they head into the Weirwood often. Kalle supplies the veterinarian, Albert Wright, with certain potions and medicines he needs for his job—no one is really quite sure what else might be going on at the tower.

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Karatilana "Tila" Torin

Karatilana "Tila' Torin ( spy ) is a "rogue economist', believing that redistribution of wealth is the key to economic success. She takes this belief very personally, handling much of this "redistribution' herself. The rest of the community simply regards her as a thief. Currently she's being sought after by Brand and Jayel for pilfering from the Pemberton's latest round of taxation, though neither is eager to find her until after the Summer Festival.

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Kitster "Kit" Bartleby

Kitster "Kit" Bartleby ( bandit ) is a charismatic fence who trades stolen property, typically items stolen by his criminal accomplice John Tulworth. Holdenshire is altogether not a big place however, so many are unsure of what the lad is up to. Who does he sell to and why? And what are they doing with the goods?

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Logan Brokenbarrel

The master of Holdenshire's quarry is the black-bearded dwarf Logan Brokenbarrel ( soldier ). Adventurers with the soldier background may recognize his regimental tattoos, which link him to a notorious massacre committed by the last king's troops at Ayle's Loch. He keeps his past a closely-guarded secret, and if anyone were to find out the exact nature of his deeds he would surely be displeased—maybe even taking drastic action to silence the person.

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Lord and Lady Pemberton

Holdenshire County is governed by Lord Pemberton ( noble ) and his lady-wife, Lady Sybill Pemberton ( acolyte ), and contains the village of Hengistbury and the hamlet of Thornbury. The nobles reside in Hengistbury Keep on a small hill overlooking their town. Lady Sybill Pemberton is a devout follower of the goddess of hunting, and she volunteers in the only temple in Hengistbury with the aid of Ariel and Prirkka.

Lord and Lady Pemberton also own the Bleeding Heart Tavern and have an unusual arrangement for running it. Between that essential establishment, festivals, and several other local programs they do much to ensure the communities in their care remain healthy, happy, and prosperous.

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Mallory Jackdaw

Mallory Jackdaw is a seven-year-old boy with unkempt brown hair and blue eyes, who never stops talking—he knows a little about everything and is willing to make the rest up. He's been feeding Aus various stories (and in some cases outright lies) about the dragon far to the east. It's fairly likely that any information he might give to interested adventurers is no better.

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Meredith Jones

Meredith Jones is a young, stern-looking, serious woman in her early twenties not quite sure what to do with her life. Right now she's working in the Bleeding Heart Tavern as a barmaid, but she's certain that she is meant for greater things. As the only permanent employee of the tavern Meredith knows how things work better than most. It may be that she secretly admires someone in the town, though if so she has kept it a well-guarded secret.

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Mortimer Brothers

The Mortimer Brothers fancy themselves to be a thieves' guild but in reality the three young orphans (Beej, Gord, and Poke) operate more as paid gossips. They spend a lot of time with Ugg, who is very protective of them which is good as they often find themselves in minor trouble. Gord ( spy ) is in love with Ariadne and will soon come of age, making him ever bolder with every day that passes.

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Myco Ferris

Myco Ferris ( minstrel ) is the jovial owner of the Hen and Filly boarding house. Sheriff Brand Torek has suspicions about how their cousin Belton Freedew makes his living and has commented so, but Myco waves alway such suspicions and turns the conversation to something more interesting. A deeply-invested gossip, Myco is willing to offer a discounted rate to those that share choice tidbits of information.

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Mylani Azalathellon

Mylani Azalathellon is a teenaged half-elf with a fascination with the law. She always carries two small books with her: a book of common laws and a notebook that she uses to record any transgressions of the law that she witnesses. Brand finds her enthusiasm tiresome—but maybe she's on to something. Perhaps she's unwittingly seen something important and written it down in her little book. Or maybe she's just a nosey busybody with a score to settle.

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Nazid

Nazid of the Adashim family from the Ben-Yumo clan has a little spice shop called The Spice of Life from which he sells spices to the locals (particularly Lord and Lady Pemberton). About once a year or so a foreign gentleman shows up to conduct business with Nazid, though he always seems to leave with a heavier pack than when he arrived.

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Penner

Penner is a halfling pig farmer with an affinity for pirate history and memorabilia. He likes to spend some evenings at the Bleeding Heart Tavern in the company of other locals. His interest in pirates may give him a unique perspective on some of the local goings on, and his farm's proximity to the Weirwood may give him insight there as well.

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Prirkka Strongfist

Prirkka Strongfist is a half-orc midwife and new in town. She's about 50 years old, tall, and has long black hair with a few hints of gray. One of her eyes is brown while the other is green, and she's allergic to cats (preferring to keep away from any adventurer with a feline familiar). Lady Pemberton has drafted Prirkka into service helping care for the county's residents, though no one is quite sure where she came from or why she ended up here. Some folks still mistrust her but she may slowly win them over, provided nothing untoward happens.

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Redheaded Roland

Redheaded Roland, who is neither redheaded, nor called Roland, is deeply in love with the pixie Freya Aeval and will stop at nothing to protect her, and though he tries to hide his affections whenever pressed about it he rushes off to perform some task for the mage he serves (Kalle Sirkesalo).

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Reg Bakerson

Reg Bakerson is Thornbury's baker and a friendly sort to all. He has a habit of saying awkward things, but he's well-meaning and is never out to do anyone harm. Reg likes to drink when he's not working and becomes rather boisterous after a few hours. Fortunately he's looked on affectionately by the townsfolk, although thought of as a bit odd. He tends to think of the Pub ‘n' Grub as his home away from home, and gets worried if trouble starts there. A night of too much drinking means the fresh bread in Thornbury will be delayed the next morning.

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Robert MacBain

Robert MacBain is dark of hair and large of stature (he uses the statistics of a commoner with 8 hit points and a Strength score of 15). Tall and well-muscled from years working with his hands, Robert is generally thought of as kind and strong. He works stone mined from the quarry for various uses around the county. Most of the homes in Hengistbury are starting to put in stone foundations and some of the larger buildings in the area are already converted.

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Rorus Klain

Rorus Klain is a large man in his early 40s, wide of girth and grizzled in appearance (he uses the statistics of a commoner  with 10 hit points and a Constitution score of 14). He is a smith of great skill and takes his work very seriously, with no time for foolish questions or irritating visitors. Rorus is quick to anger but equally quick to forgive, and once he becomes a friend he is fiercely loyal. His strong-willed wife Yulana is probably the only person in Hengistbury that Rorus fears. He often takes on large orders and has made arrangements with Thornbury's smith, Donald Morrison, to cover his day-to-day work at these times.

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Saraz bint Farad bint Aquilah

Saraz bint Farad bint Aquilah is from a faraway land—her brightly-colored silk dresses are that of someone of nobility or great wealth, and her inquisitive curiosity prompts her to frequently make extensive notes about everything in Hengistbury and the surrounding countryside. She is still naive about local customs however, and some suspect she is connected to the Vistani of the Queenswood (a local band of nomads) in some way, but who can tell for sure?

Saraz uses the statistics of a priest  but casts her spells psionically, requiring no components and using Intelligence as her spellcasting ability (as the Psionic Spellcasting trait). In addition, her Intelligence score is 16 (+3), she's proficient with Arcana (and gains an expertise die on ability checks using it), and when she casts a cantrip or spell that deals radiant damage she deals psychic damage instead.

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Stedd Grimwold

Stedd Grimwold ( apprentice mage ) is a dwarven sorcerer who manifested his powers working the quarry—he needed a light to read a note and his body erupted into flames. All of his hair was burnt off and the fire caused a conflagration which killed his family and many other miners. In time he learned to control his powers and since then opened a small shop in Hengistbury where he provides potions. Morose and taciturn, Stedd mopes about, a sad forlorn shell of a dwarf. Perhaps something can be done for him?

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Stefan Oakfell

A woodsman and hunter ( scout ), Stefan Oakfell is a soft-spoken, rugged, and lean man approaching his late forties. He has a haunted look in his eyes that suggests he may have seen—or indeed, done— terrible things. Stefan is a solitary character who does not seek the company of others. If he can be convinced to share it, he may have news of strange goings on in the Queenswood as he certainly seems to spend the majority of his time in and around its environs.

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Steffen the Baker

Steffen is the Hengistbury town baker. With brown-gray hair, he's a little plump from too much bread. All that means is he has a finer understanding of the baking arts than does his counterpart in Thornbury. People line up daily to collect fresh bread from Steffen and his bakery serves as a secondary community hub before the Bleeding Heart Tavern opens for the day—what isn't heard there may well be heard here.

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Tamas Agrens

Tamas Agrens is the local sage ( priest ) of the area. He's fairly aloof and unfriendly, and clearly considers himself more clever than most of the locals. For this reason the Mortimer Brothers enjoy taunting him with stupid questions and pranks. Maybe he does know something the rest of the town doesn't. Whatever it is, it is unlikely to be good for anyone.

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Temrus Clothbinder

Temrus Clothbinder is a cheese maker ("Clothbinder' comes from the cloth used to bind up cheese, a fact he loves lecturing to people). Not only does he make cheeses for general use, he is also responsible for providing the cheeses used in the annual Autumn Harvest Festival cheese roll competition. Each cheese for the festival is wrapped in black and all the residents know not to touch those cheeses. This prevents tampering and might also have something to do with the platinum piece hidden in at least one cheese as a prize. At least, they are supposed to be hidden in the cheeses. As far as everyone else knows, anyway.

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Three-Fingered Jake

Three-Fingered Jake is an itinerant minstrel  who wanders through every few weeks performing in exchange for food or coin. Most news of the wider world comes from his visits to town. He can usually be found twanging away in the Bleeding Heart Tavern (originally called the Beaming Hearth until the Mortimer Brothers vandalized the pub's sign). Jake knows many rumors and legends of the regions beyond Holdenshire.

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Tillian Bricklebottom

Tillian Bricklebottom is a male halfling scribe, translator, writer and wine purveyor who has settled down in Thornbury. Old deeds and wills, the occasional newly acquired manuscript from distant lands, and the writing of official documents for Lord and Lady Pemberton tend to keep him reasonably busy.

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Ugg

Ugg is a small hill giant  who was befriended by the village children some years ago (the Mortimer Brothers in particular). Ugg is not his real name, but he is affectionately called such as he clumsily yet cheerfully assists with manual labor around town. The giant is a kindhearted soul and dislikes seeing others mistreated, particularly if the reason for doing so stems from prejudice against those who are "different'. Ugg speaks both Common and Giant, but relies mostly on Common while working in the village. Occasionally when working alone, he can be heard singing some quite interesting songs in Giant.

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Willem von Nederveen

Willem von Nederveen is a traveling merchant from the trading company Samuel and Sons in distant Northminster. He is helpful to those who are friendly to him. Willem was sent to Hengistbury to get the company's shop there in order, though he's newly arrived and just getting his bearings. The company plans on doing a brisk business buying up local materials and goods while selling finished products back to the residents.

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Yara Bloodclaw

Yara Bloodclaw is a tall, tattooed woman around 35 years old. She has lived in Hengistbury for about 6 years, now working as a beemaster. A capable fighter ( warrior ), she reinforces the guards of Hengistbury and is never seen without her two warhammers. If asked about her past she mentions only that she was raised in a cold mountain range in a land far away. She says little and never drinks alcohol, a fact that makes her especially reliable when trouble crops up late at night.

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<= Memories of Holdenshire

Once the town guards are dealt with and the party makes their way south along the road they should take a moment of well deserved respite. Allow the adventurers to take a long rest , and remind them that they'll need to consume Supply as they do so. It's time to nurse some wounds, eat some rations, and catch a good night's sleep as the wagon rattles onward. While the PCs enter their long rest , announce that they advance from 1st to 2nd level before continuing with the adventure in Act II: On the Lam.

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<= Memories of Holdenshire | Beginning Act II =>

Once the party collects all the items Belton requested, they can find him waiting behind the Thrifty Griffon (Area B). When they reconvene the halfling tosses them each a heavy cloak to hide themselves, but while they change they hear a commotion coming from further south at the secret door (Area A). Read or paraphrase the following:

You hear an angered scream through the cluttered alleyway of Redwall and see several town guards clustered around the secret entrance you emerged from not long ago. A man dressed in armor trailing a bright red cape emerges from the catacombs wailing and clutching the body of Annika Crestveil. You can hear him scream, "Sister! I swear I'll avenge you! I'll tear those bloody cultists limb from limb!"

At this point Belton hurriedly says, "whelp, time to go. Meet me on the east side past Tinbellow's in five, I'll pull the wagon around."

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Time To Go

True to his word, Belton arrives at the east side in his wagon pulled by his horse Rummynose. The vehicle is loaded up with 30 bedrolls and he implores the adventurers to hide in the wagon amongst them. Belton explains that he had planned on sewing snuff into the bedrolls, but they'll hide people just as well.

Once the PCs hide in the wagon, read or paraphrase the following:

Concealed amidst bedrolls and darkness, the wagon begins tenuously rattling along the cobblestone leaving you with only your hushed breath and the tenseness of your thoughts. A few minutes pass until the wheels roll to a slow stop as you hear a gruff voice say, "hey there Belton—leaving town a bit early for you eh?"

Your halfling driver replies, "ah, had a good deal on these bedrolls, you know how it is. By the way I snagged you some of that yewclaw."

"Yer a saint there Belton. Can't keep awake with these shifts otherwise. But that said, I can't pass ya along, not with them cultists. Gotta check every wagon, captain's orders."

Belton sounds as comforting and smooth as silk as he responds, "really sad to hear that friend," before snapping the reins and driving the wagon forward! After just a moment of shouts and thuds he yells backwards, "could use a hand here!"

You emerge from hiding to find Belton nursing a guard's spear sticking from his leg, the wagon hurtling at full tilt, and several guards on horseback giving chase! "Take the reins!"

There are 4 guards  mounted on riding horses  chasing the wagon and attempting to attack the driver, any passengers that fight back, or failing that the wagon itself. There are clearly more guards on foot rushing out from the city gates so standing and fighting is not a viable option. If the party chooses to stop and fight, 1d4 guards  on foot join the fray at initiative count 20 of every round.

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Wagon

Size Huge; Weight 1,300 lbs; AC 12; Hit Points 80; Crew 1; Supply 80; Drawn

See the rules for driving vehicles.

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Roll Initiative!

Just like ability checks using skills in Level Up, rolling for initiative is not tied to just a single ability score. Dexterity is a common score used to react the fastest, but in Level Up any ability checks and even skills might play a part depending on the situation and how the Narrator rules it. For example, for an encounter focused on the progress of an arcane ritual the initiative check may be an Intelligence (Arcana) check, or a Strength (Athletics) check for an encounter taking place while the combatants are climbing a treacherous cliff.

In this case, the adventurers and guards are making Wisdom (Perception) checks because they're relying on their perceptions of what's going on outside to know the right time to emerge and reveal themselves (or in the case of the guards , to notice that Belton is not traveling alone).

---

Belton begins this encounter bandaging a wound and he passes off control of the wagon to whichever adventurer rolled highest on the Wisdom (Perception) check made to determine initiative and begin the encounter.

Each guard continues fighting until killed, knocked off their horse, or separated from the wagon by at least 120 feet. A horse made riderless bolts and makes its way back to Northminster.

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<= Memories of Holdenshire | A Brief Respite =>

Redwall is the long alleyway between the west, north, and east perimeter of the Northminster Abbey and the surrounding buildings. It is nearly a quarter-mile long and is connected to the rest of the city only by even narrower alleyways, making coordinated guard actions nearly impossible. It is the seat of Northminster's criminal underbelly, and numerous residents scamper throughout it eager to keep an eye out for marks while not looking too closely at each other's activities. There are several mainstays of Redwall though that the party may want or need to visit.

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A: The Secret Door

Located midway along the west side of Redwall, this door leads into the catacombs beneath the city. It once served as the khalkos cult's secret entrance but it has been open in broad daylight and several onlookers are already taking an interest. The door can be closed again by pushing a brick that only looks obvious while the door is open and looks seamless when closed.

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B: Behind the Thrifty Griffon

The Thrifty Griffon is a general store just west of Northminster Abbey but its storefront has been dwarfed by the amount of back alley business it receives from Redwall as a fence and pawn shop. An elderly half-elven woman named Ms. Margo runs the Redwall side of the Thrifty Griffon and she is known for firm deals with no questions asked, a dislike for haggling, and a sweet tooth often slated by the penny candy she snacks on regularly.

Shop Items

The adventurers can acquire survival gear , containers , and any other miscellaneous adventuring gear here at their listed prices. Any PC that attempts to haggle her down or charm their way to cheaper prices has prices doubled for them instead, but if offered sweets (such as the hard candies hidden in Area #4 of the catacombs) she instead offers her items at half price.

Supply can be purchased here at a rate of 1 Supply  per 2 silver. Ms Margo also has a deal on some old canned trail rations that have lost their labels selling them for 1 silver each. When one of these mysterious cans is opened roll a d10, and on a result of 1 the food is rancid and inedible (but on all other results it provides 1 Supply .)

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C: The Whistling Well

At the northeast corner of Redwall the alleyway widens into a small square centered around an old well. The well walls have dilapidated with several spots now openly connecting directly to the catacombs below and causing the occasional air current to emit an odd whistling sound. It serves as a meeting place for many Redwall residents as it's big enough to have a good scrap if one's needed.

The  goblins  that owe Belton money, Muggs and Runns, can be found here. These ne'er-do-wells were left behind from one of the very first goblin raids on Northminster, and since then they've adapted well to the area, back alley living, and mugging and running. Muggs fancies himself as the muscle and wears an oversized sweater and a bowler cap, while Runns wears a trenchcoat lined with deep pockets and thinks himself a clever legman with the loot. Belton sold them some snuff and the goblins refused to pay.

When the party confronts the goblin pair read or paraphrase the following:

The goblins clamber over each other to get a better view of you when the name "Belton" is dropped. The larger of the two finishes his cigar by chewing it a bit before spitting the butt and saying, "that lousy snuff was nuthin but copper box sniffs cut with a sliver o' the good stuff, we ain't paying you'se nuthin neither!"

His companion echoes his sentiment with, "yeah! Nuthin!"

If the adventurers want to fully avoid conflict all together, they could simply pool 20 gold together and bring it to Belton.

They could also try to intimidate the goblins with a DC 16 Strength (Intimidation) check. Or if the PCs decide to lead on their fearsome reputation as "bloodthirsty cultists" they could scare the goblins out of their gold with a DC 12 Charisma (Deception) check. In either case, a success on the check prompts the thieving pair to toss the 20 gold on the cobblestones and run.

If the party instead simply tries to take the money, the goblin pair fight for it until either of them are brought to 2 or fewer hit points, at which point they drop the money and run.

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D: The Tinbellows Practice

A ramshackle stand on the eastern side of Redwall proudly displays a sign that seems literally ripped from a proper storefront that says, "Tinbellow's Medical Practice". Dr. Tinbellow is a dwarven practitioner of medicine that lost his doctorate and credentials due to some event he will only ever refer to as "the incident". He still likes to present himself as a "proper doctor" and has a prim and stiff attitude.

Shop Items

The adventurers can acquire medicinal gear here at their listed prices. Tinbellow is easily persuaded by flattery and "respect" towards his noble practice, and any PC that makes a DC 16 Charisma (Persuasion) check (with advantage if they specifically inflate his ego as a doctor) may purchase goods and services from him at half price.

Dried Yewclaw Bark is among the items Dr. Tinbellow sells, at a normal price of 5 gold. After consuming dried yewclaw bark you gain an expertise die on Intelligence saving throws for 1 hour.

Currently wounded adventurers can seek Tinbellow's medical attention at the cost of 1 gold. His ministrations take 5 minutes and restore 2 (1d4) hit points. Once a creature benefits from healing in this way it cannot do so again for the next 24 hours.

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<= Memories of Holdenshire | Fallen Hero/Time To Go =>

Belton Freedew makes his living buying snuff and hard liquors out of Ringwood and smuggling it into Northminster where such things are regularly used yet are illegal and hard to come by. He works in legally dubious circles but believes himself to be "a good sort' that "never did anyone a bad turn'.

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Roleplaying Belton Freedew

Even though Belton is a back alley smuggler he is generally kind with a decent moral center, the sort of fellow that might swipe some loose change to bail out his mates. Once he realizes the situation the party is in, he genuinely wants to help them out—but why do a good deed for free when there can be some cash in the deal too?

Belton has survived in dangerous circles by conveniently slipping away when he feels things are going south. Whenever the halfling would be present for a combat situation, he does his best to be well away from danger only to stride out at the end like he was there the entire time. If forced into combat, Belton uses the statistics of a cutthroat .

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<= Memories of Holdenshire

As the party finally emerges from the catacombs through a secret door, they are instantly confronted with the fact that they are all wanted by the town guard and are considered dangerous cultists.

The halfling they accidently smacked with the secret door is Belton Freedew, who can serve as a fount of information about Northminster, the Redwall area, and the situation the adventurers are in. The captain of the guard (Tariq Crestveil) has been trying to stamp out this mysterious cult for weeks, and the PCs are the most wanted criminals in the city. Thankfully, they're in Redwall, the essentially lawless area of town where the guard rarely patrols.

If any of the PCs are still wearing the cultist robes, Belton recommends ditching them before anybody spots them.

When the adventurers bring up that they're missing memories, read or paraphrase the following:

Belton scratches his chin for a moment and then snaps his fingers saying, "Apple Pie! No, Appleseed! Yeah, Granny Appleseed, a weird old broad, lives out in the Weirwood. My cousin took a real nasty wallop and went all thick in the head, could barely talk. Granny Appleseed did some magical whatsits and he was all better and beating me at cards again. If there's anybody who can fix them memories, it'll be her. Way out of the city too, which is good for you lot because the longer you stay around here the better chance captain Tariq is gonna catch you and lop off yer heads. Now, I can't get you outta Northminster for free exactly—I may need your help with a few things before we can get out of here."

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Dangerous, Sneaky Shopping

Partially as actual preparation for a long trip and a little of Belton figuring he can get something out of this situation, the halfling tells the PCs that the town guard is certain to execute them if they turn themselves in, and they'll need to sneak out of the city to survive. He just needs them to do a few things before he can smuggle them out of Northminster.

• Strips of Dried Yewclaw Bark from Dr. Tinbellows.
• 20 gold he is owed from the goblins Muggs and Runns.
• As many supplies as they think they'll need from out of the back of the Thrifty Griffon.

While the adventurers are gathering all this, Belton leaves to get his wagon ready for their departure and also to get a cloak to conceal each of their faces.

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<= Memories of Holdenshire | Redwall Locations =>

The adventure begins in the holy deep (Area #1) of the Northminster Catacombs immediately after Annika Crestveil slays their khalkos "master". They cannot remember the time of their psychic imprisonment and from their perspectives they're waking up from a long and hazy dream in a strange and unfamiliar place.

Read or paraphrase the following to begin the adventure:

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You wake up. It's sudden and you lurch to a stop—where are you? How long has it been since you could think clearly? What are you doing, what are you wearing? You've got on dark robes over your normal garb, and your weapon is drawn. It's dark, lit only by flickering torchlight, and you see each other standing in a circle. Your companions wear the same dark robes as you and they look just as bewildered and confused.

You hear a choked laugh from a figure standing beside you, a human woman dressed in plate armor and dripping with blood. A slender stinger juts out from her chest, snapped off from the creature you now see that she's standing over. The thing at her feet is broken and crumpled like a dead spider, an insectile monstrosity almost in the shape of a man but with a face and limbs like some sort of horrible wasp. The woman smirks and with one last laboured breath says, "you're free," before collapsing and going still.

The echoes of the woman's armor reverberates throughout the hallways as she slams into the stone, then the sounds of her struggle fade into the darkness ahead of you and silence prevails. While you have countless questions, what comes first and foremost is simply what will you do now?

---

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As the adventurers have been dropped into these strange circumstances, they'll likely begin by investigating their current situation and may ask the following questions:

• Where Am I? The party has no recollection of the catacombs or even the city above them. Reference the holy deep (Area #1) of the Northminster Catacombs to describe the room around them.
• Who Are All Of You? This is an excellent opportunity for the adventurers to introduce themselves. None of their long-term memories have been affected and the players should be encouraged to share information.
• How Did I Get Here? The party's last firm and concrete memories should each be of their time in or near Hengistbury before their abduction. Use their recollections as an opportunity for each player to describe their adventurer and what they were doing before all this. However, none of them remember their abduction or have any idea how they arrived here.
• What Am I Wearing? Each of the PCs is wearing a long black robe and cowl over whatever starting gear they selected as they created their adventurers. Each robe has a strange symbol sewn into the front that resembles a stylized insect wing.
• Who's This Lady? To determine if any members of the party are familiar with Annika Crestveil, have each of them roll a DC 12 Intelligence (Culture) check. On a success they recognize her as an adventurer, and on a result of 18 or higher they know she is Annika Crestveil, an adventurer based out of Northminster.
• What's This Wasp Thing? Adventurers that inspect the corpse of the khalkos with a DC 10 Intelligence (Arcana or Nature) check determine that this insectile humanoid isn't native to this world. On a result of 15 or higher, consult the Legends and Lore of khalkos .
• Can We Save This Lady? Annika Crestveil is currently doomed —she only had enough left for her dramatic last words and collapse. Any ability checks to determine if she can be helped reveal that she is irrevocably dead.
• How Do We Get Out of Here? The only apparent exit is a set of stairs along the southern wall that lead upwards into pitch darkness (Area #2).

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A Different Start

If your group prefers not to begin the game without memories, see A Different Start. Also review Level Up's suggested safety tools .

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 <= Memories of Holdenshire | Northminster Catacombs =>

 

These ancient halls of religious burial run all throughout Northminster, though cave-ins have separated major sections from the whole. Unless otherwise specified, all of the following locations are pitch dark.

 

 

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#1: The Holy Deep

The walls of this 30-foot wide and 50-foot tall circular chamber are lined with alcoves filled with the ceremonially shrouded bones of only the holiest of ancient monks. A staircase leading up into the ceiling (Area #2) encircles the room and makes a landing on the floor to the south. A pair of lit torches flank the stair landing along the southern wall. The corpses of an armored human woman and some sort of insect creature lie dead on the floor at the room's center.

Treasure

Adventurers that inspect Annika Crestveil's body find that she is wearing cold iron full plate armor, though it is currently broken . She was also wielding a +1 warhammer with a distinctive curved design (attacks with it gain a +1 magical bonus to attack and damage).

Both of these items are distinctive and instantly recognizable as Annika's, which may have an impact if openly used later on.

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#2: Dead Sanctuary

This square chamber is 25 feet to a side and is filled with dilapidated pews arranged facing a ruined altar of some sort, though the dais is currently slid to the left revealing a stairwell heading down (Area #1). Strange runes still glow on the front of the altar, as if some kind of puzzle was solved to move it and reveal the staircase. There are shut stone doors on the west (Area #3) and east (Area #4) sides, and a set of stone double doors hang open to the south (Area #5). 

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#3: Rubble-Blocked Hall

This long hallway once led into the rest of the labyrinthian maze of catacomb tunnels but it has fallen to ruin and filled with rubble. A single stone door to the east (Area #2) holds back a rockslide.

Trap

While not specifically set as a trap, any creature that opens the door to this hall is hit with a ton of falling rubble and makes a DC 16 Strength saving throw or takes 3 (1d6) bludgeoning damage.

The area is otherwise filled with rubble and is impassable without major excavation.

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#4: Chancel Storage

This 15-foot by 10-foot room seems to have once served as some sort of chancel by the original builders but it has been used as a storage room by the cult of the khalkos.

Treasure

The room contains several boxes of an unpleasant but serviceable hard tack and some filled waterskins. All told up to 10 Supply can be scavenged from here.

Adventurers that inspect this area closely with a DC 12 Intelligence (Investigation) check also find a small sack of hard candies tucked in amongst the hard tack.

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#5: Gelatinous Hallway

This 10-foot wide and 40-foot long tunnel ends in stone double doors at both its north (Area #2) and south (Area #6) sides. The floor seems to be soaking wet and glistens in torchlight.

Trap

This tunnel was once occupied by a pair of gelatinous cubes but they were destroyed by Annika Crestveil as she made her way through the catacombs leaving their remains to create an unintentional hazard.

The entire length of the hallway is difficult terrain and any creature that steps into the area for the first time on their turn or ends their turn there takes 2 (1d4) acid damage. Adventurers that make a DC 14 Wisdom (Perception) check notice the strange glisten and angular chunks before stepping into the acid slick.

The PCs should be encouraged to come up with their own creative solutions to this problem, but the old pews from the dread sanctuary (Area #2) could be easily laid over the acid to create a safe path.

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#6: Parishioner's Tomb

This 50-foot square chamber is lined with countless locili (the shelf-like alcoves where bodies are laid to rest), the floor littered with broken bones and partial skeletal remains. A set of double doors hang open at its northern wall (Area #5) and a passage yawns open to further catacombs beyond on the western wall (Area #7). As the party arrives, 2 skeletons draped in burial shrouds pull themselves out of the rubble and stare at the adventurers with eyes like shining blue stars atop a velvet black void.

Creatures

The reanimated skeletons are the "survivors' from when not long ago Annika Crestveil smashed her way through a dozen of their undead compatriots. The skeletons are actually nonhostile remains of the old monastery's parishioners.

If the PCs approach without hostility, the skeletons simply bow and step aside to allow them to leave unharmed.

If the party chooses to attack the skeletons, they instead fight until destroyed.

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#7: The First Trap

This 30-foot long 5-foot wide hallway terminates in an open corridor on its eastern side (Area #6) and an odd stone door at its western side (to the exterior). The middle of the corridor is dominated by a 10-foot wide pit, a simple pit trap with a false floor that seems to have already been triggered, sharpened metal spikes lining the bottom 20 feet down. A nicely coiled 50 foot length of hempen rope sits on the eastern side of the pit.

Trap

Annika Crestveil already triggered and circumvented this trap but even a triggered trap can present an interesting challenge for 1st level characters. There are many solutions with or without the rope, but any creature that falls onto the spikes takes 3 (1d6) bludgeoning damage and 2 (1d4) piercing damage.

Catacomb Exit

The door on the west side of this corridor leads out of the catacombs into the Redwall area of Northminster, operated by an old and rusty lever. When the adventurers first pull this lever, read or paraphrase the following:

The door before you has an odd angular edge, like the pattern of brickwork. At the lever's pull you hear the grind of stone and the shine of daylight pours into the darkened catacombs. With a stuttering jolt the door suddenly swings open with a hearty smack and you hear muttered curses from the other side.

Blinking in the light, you see out into a cluttered alleyway, the sounds of bustle and civilization starkly contrasting the deathly silence of the catacombs. You spot a halfling, the source of the muttered curses, picking himself off the trash-littered cobblestones and rubbing a fresh red mark on his forehead. He raises a knife and begins to shout but drops it and gasps the moment he sees your faces saying, "why you little! Ah, heh… forgive me, I ah, didn't realize I was speaking with celebrities." The halfling gestures to the wall behind him, which you now see is plastered with countless wanted posters each bearing striking if exaggerated likenesses of you and your companions with the words, "wanted, dangerous cultist, dead or alive 100 gold reward'. He sheepishly looks up at you and asks, "you ah, ain't gonna cut out my kidneys or whatever cultists do right?"

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<= Memories of Holdenshire | Wanted In Northminster =>

Memories of Holdenshire is an adventure that covers a lot of ground, moving from the city of Northminster across the wilderness into the Weirwood and finally to the small town of Hengistbury.

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Northminster

Population: 11,000 (60% human, 12% halfling, 28% other)

Government: The town is ruled by Abbot Briar with a tradition of quasi-religious monarchy.

Defense: A town guard keeps watch on the imposing exterior walls and polices the townsfolk, but the criminal underbelly is also quite capable of defending itself.

Commerce: Fishing is the primary industry and basic everyday supplies are available, as well as simple crafts and weapons. Black market items such as poisons are also available from the Redwall area.

Northminster was founded as a single religious abbey approximately 400 years ago along the shores of the Northern Ocean, though exactly what god was worshiped here has been lost to time. A township built up surrounding the abbey and some 150 years ago it was overtaken in a brief but bloody conflict. Statues and icons of faith were destroyed, leaving the massive abbey as a hollow monument. Now the position of "abbot' has been passed down for generations and the current abbot rules over Northminster from a place of ill-defined religious authority.

The city's size has made it a tempting target for goblin attacks from the east using the catacomb tunnels to infiltrate past the exterior walls. A lack of action on these threats combined with increasing taxation from Abbot Briar has left the populace disgruntled, and there are murmurs of action against the abbot (particularly amongst the criminal element in Redwall).

Northminster Abbey

The center of Northminster is dominated by a large stone abbey which has become the seat of power for the city. The abbey is a wide three-story structure of ornate design, and it as well as its nearby structures and the 20-foot wall that surrounds it all are crafted from ochre-red stone. The abbot and his "clergy" form the ruling class of Northminster within the abbey itself, while the town guard is stationed in the other interior buildings within the wall. Stumps of broken statues and shattered religious iconography still mar the walls and provide a glimpse of what the abbey used to represent.

Abbey Catacombs

Whatever faith the original builders of the abbey held included ritual burials. In the distant past the abbey graveyard was relocated to make room for the surrounding city, but a network of catacombs lined with carefully wrapped humanoid remains still sprawls beneath with countless hidden entrances and exits. Most townsfolk avoid the tunnels, fearing the angry spirits of the abbey told of in their urban legends.

Redwall

The structures surrounding the abbey wall form a nearly quarter-mile-long alleyway on three of its sides. The alleyway was long ago overtaken by the criminal element in Northminster and is locally known as Redwall owing to not only the ochre-red stone but also the fresh splashes of blood that often paint it. The town guard rarely risks patrolling in the area—it is widely regarded as lawless and dangerous despite its ironic location just a barrier away from the guard station.

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Weirwood

The Weirwood coats the hills north of Hengisbury with thick greenery and the dark woodlands are home to countless secretive fey creatures. A ritual made millenia ago linked this place with the realms of the fey and the forest itself sprung out of fey places. The magic that made this link has long since crumbled away but the many pixies, satyrs, sprites, and other darker mischievous fey creatures consider this place a home away from home while the citizens of nearby towns consider it a place of unnatural danger.

Weirhenge

A stone circle sits in a clearing at the heart of the Weirwood, the site of an ancient ritual that once connected the Waking, the realms material, to the Dreaming, land of the fey. It sits now broken and eroded, a far cry from its original purpose but still a place of power. While there is little community amongst the fey, they have a mutual understanding that the Weirhenge belongs to all fey, and they usually respect each other's use of the ancient stones for whatever ritual they see fit (for good or ill).

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Hengistbury

Population: 150 (85% human, 15% other)

Government: The county is governed by Lord Pemberton and Lady Sybill Pemberton who reside in Hengistbury keep.

Defense: The small town is defended only by the sheriff and ranger Brand Torek who serves Lord Pemberton.

Commerce: Hengistbury is a small agricultural town and basic everyday supplies and gear are available from the tavern, market, forge, or trading post.

Based on the banks of a winding river, Hengistbury is an idyllic and rustic farming community on the western edge of the county of Holdenshire. Normally peaceful and dull, the town has been recently plagued by threats from all sides. Kobolds have been raiding from the east, rumors abound of creatures and lizardfolk stalking the marshes of the Fogmoor across the river to the south, and fey beings have been spotted coming from the Weirwoods to the north. Still it's not clear what is baseless rumor and what is a real threat, and the townsfolk are increasingly wary as their small and mundane home comes into contact with the mystical and dangerous.

Travelers through Hengisbury will likely stay within The Bleeding Heart Tavern which has an unusual arrangement—although owned by the Pembertons, it is staffed by a rotating selection of the town's inhabitants. So while the tavern itself may not change, how exactly it is run changes often.

The town is centered on an old wooden temple to the goddesses of agriculture and hunting. It is maintained by Lady Pemberton who offers healing to those in need and believes in leading by example as opposed to actual sermons and preaching. The unnamed temple serves as a town meeting hall, and the ancient timbers far predate the town itself.

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Thornbury

A few miles upriver from Hengistbury is its smaller sister Thornbury. The 100 or so people of Thornbury have a friendly rivalry with Hengistbury, holding annual festivals where they compete for victory and bragging rights in cheese rolling, pie eating, and sheep shearing competitions. Most of the local fisherfolk can be persuaded to ferry passengers between the two.

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<= Memories of Holdenshire