On the southern shores of the Scavenger Lands, dark waves lap bone-white cliffs as a faded sun sets upon one of the great cities of Creation. Pale rays creep across the darkened bay and paint looming, black marble edifi ces in hues of silver and gray, casting long shadows across a slowly decaying city. Wide boulevards ring with iron-shod footfalls as silent, unliving soldiers slowly parade beneath the dead flowers that cling to black-timber arches. The wind sweeps along quiet streets, lifting stray leaves and carrying with it a heavy stench of rot and decay. Within hollowed-out ruins and empty-eyed houses, flashes of color appear and vanish as bright-eyed residents peek from their homes, the rustle of their furtive conversations, the scent of their cooking food and the slow beat of their still-living hearts subtly reminding the city that it too once lived. In the grandest square, beneath the towering walls of governmental palaces, a black-iron statue of a dictator raises falsely benevolent hands to support croaking rations, his smiling mask looking with pleasure upon his conquest.

This city once rivaled Lookshy’s prestige and Nexus’s might. It stood just beyond the simplistic barbarism of the Scavenger Lands and remembered its place in the Shogunate.

When other nations turned their backs upon the Realm, it honored its debts and offered up tribute to the Scarlet Empire. As a reward for its civility and sophistication, it became a center for skilled artisans, thoughtful intellectuals and honorable warriors, and each lifted their hands to make their city beautiful. Their might grew so great that the city, with its Dynastic allies, threatened the Scavenger Lands itself with the greatest war in the city’s living memory.

But with power came pride, and the city’s hubris made it vulnerable at a crucial moment. Almost literally overnight, the dead rose up to swallow the city in an apocalyptic storm of pain and horror. When a mountain of rotten flesh stopped at the city gates, it brought with it a new ruler, and the rest of Creation turned a blind eye.

None speak the city’s name now, and it lies only upon the pages of scholarly tomes.

But Thorns is not dead. The dead march through its streets, but the living still huddle in the ruins of their once great city. Many have fallen into the gray despair of the dead that surround them, submitting to the Mask of Winters’ rule, but a few hearts still beat with the pride that once made Thorns great. They whisper to their children tales of the warm, golden rays of an unfiltered sun, they trade stories with one another of bygone glories, and remember a time when the people of the city smiled and laughed.

These few struggle quietly to find a way to free their city while their brothers and sisters slave in industrial pits or behind bureaucratic desks. They hope that some hero will remember their city, their plight, and will reach out before Thorns drowns completely in the miasma of the Underworld.

Most shadowlands in Creation have existed for some time or formed slowly over the course of a tragic war or the spread of a plague, but a shadowland blossomed in Thorns in a matter of days.



During its height, Thorns was one of the greater cities of Creation. It flowed with sophistication and cultural achievements. Its people valued excellence above all things, and struggled for perfection in whatever occupation they chose, often competing fiercely with one another.

The people of the city valued beauty, for excellence was nothing without style. The blades of Thorns might not have had the fine quality of a Lookshy sword nor the quantity of rapidly produced Nexus weaponry, the filigreed hilt and elegantly etched blade made by a master craftsman from Thorns invariably took a buyer’s breath away. Sweeping architecture decorated the skyline, garlands of white flowers hung from timber archways over the city’s wide boulevards, and the lush trees of the parks and the rich herb gardens hanging from the windows of the homes of the wealthy gave Thorns a pleasing fragrance. Thorns valued the cultural arts, fine paintings lined the walls of wealthier residences, and even the poor had a hanging or two in their hovels, even if it was a simple, homemade quilt. Musicians sang on street corners, poets wept flowery words in restaurants, and orators boomed out their philosophies in well-appointed theaters.

Tailors lavished the courtiers of the Autocrat’s palace with richly colored silks and lace, and the courtiers themselves added more color and style to the courts with a secretive language of emotion and intent expressed entirely through the use of decorative fans. Thorns’ passion for personal excellence made for poor soldiers but fine warriors, and the often-romanticized duelists of Thorns fought highly stylized battles to redeem a comrade’s stained honor or to catch the eye of a disputed lover.

Thorns often cast a wistful eye to the past, especially to the Shogunate Era, and disdained the inhabitants of many of the surrounding nations as barbarians. Its people saw the Realm as the true heir to the glories of the First Age, eagerly submitting to the Scarlet Empress’s demands for tribute. they saw the Realm as a valued ally rather than a dangerous, imperial power and showered visiting Dynasts with attention and artistic endeavor in an attempt to impress them. several Immaculate Order temples lay scattered through the city.

The Empress’s blatant machinations of their succession in the twilight years of the city’s history gave the citizens pause, but few spoke out against it. The shift in the city’s industry from the arts of culture to the arts of war troubled a few more, but most swallowed their complaints. Indeed, the new Autocrat promised glory as Thorns asserted itself as a rightful ruler of the Scavenger Lands, bringing civilization to lands that knew only barbarism. His repeated defeats first infuriated the people of Thorns and then disillusioned them.

The winds of change swept through the city well before the Mask of Winters crushed it, and left to its own devices, Thorns would not have continued the path it was on. But such speculation is immaterial, for the Mask of Winters grasped the city in his fist and wiped it from the map of Creation.


Thorns’ legacy is gone, washed away in a wave of undead flesh and ghostly ambition. The memory of Thorns’ fall stands stark in the hearts and minds of its living residents, for it was a nightmare made real. Necromancy tore the sky open, and droplets of blood and bone rained upon the citizenry. An impossibly massive hand rose and shook the ground with the force of its descent, its tattered flesh exposing bony claws that dug furrows into the earth as it dragged a titanic form forward into the light of the moon. A nauseating wave of shambling corpses swept forth, and the people cried out for protection.

Twenty Dragon-Blooded warriors rode forth to slay the zombie hordes but, when the last corpse fell, the massive hand rose and fell again, dragging the monstrosity forward once more, and a second, more horrific wave rode forth. The exhausted Dragon-Blooded had no defense against these Anathema-like horrors, no way to counter their dark magic, and within moments, the dead carried the corpses of these royal scions into the fortress atop the mountain of flesh.

Then, its hand rose and fell once more, and the stink of it overwhelmed the city, a low groan issuing forth from the creature, and the third and final wave issued forth. Thorns had weakened itself too much in the recent war with the Scavenger Lands to protect itself, and worse, a traitor threw open the gates and damaged many of the city’s defenses. It had no hope against the unliving hordes, the laughing, shrieking ghosts and the necromantic powers that tore apart dragon lines and soaked the city streets in foul blood. The sky darkened with clouds, and a new, everlasting night fell upon the city, never more to feel the unfiltered light of the true sun.

Thorns can never return to the city it was. The Mask of Winters’ skeletal fi st closed about the souls of Thorns’ living residents, subsuming them and their city into his will. His minions tore down the delicate palaces and refi ned government that ruled the city before and replaced them with monolithic structures, places of power that loomed over the citizenry. Then they erected smiling statues of their new lord in major plazas and crossroads, black iron sentinels that watch over the citizenry. They gutted ancient temples to the Immaculate Order and replaced them with self-serving shrines to the ancestor cult, demanding that living residents attend the shrines and pray, infusing their domineering masters with yet more power. Most of the living, for their part, resigned themselves to their fates, for what could they hope to accomplish against so mighty a lord? These dull-eyed slaves toil endlessly in mines, in bureaucracies or on the Mask of Winters’ frontlines. They eat what food the Mask of Winters offers them but watch the granaries slowly empty, their children’s cheeks hollow and the spark fading from their spouses’ eyes. They know the city has already died and that they are just the last vestiges of life within it.

But where most have surrendered to the idea of slavery to the dead, some hearts still burn with defiance. Thorns was once a proud city, one that founded itself upon principles of excellence, valor and pride. These malcontents flit from house to house, huddled in the ruined portions of the old city, their bright cheeks and fl ashing eyes adding color to the drab undertones of the shadowland. Their laughter and conversation disrupt the otherwise complete silence of this ominous city, and they refuse to forget the glory of the city that once was. Proud parents whisper stories of the past to their children, passing on the pride of the fallen Thorns to the next generation. As though simply living in this deathly land wasn’t defi ance enough, these people actively plot against their undead masters. Caravans of food fall to bandits, a state-sponsored performance on the behalf of visiting dignitaries is disrupted, and barracks of occupation soldiers flare up in brilliant, crimson fl ame that crackles and roars as it consumes the shrieking spirits within. The faith Thorns placed in the Immaculate Order has not failed the city, for while the Dynastic advisors all perished in the destruction of the city, many mortal Immaculate monks survived. These holy men hide in the rebellious underground, employing their sacred thaumaturgy and their hard-won martial techniques against the unrighteous dead, acting as leaders and inspiration for the resistance.


When the Mask of Winters came to Thorns, he uprooted the old caste system that governed the city and turned the hierarchies of the city upside down. While vestiges of the old systems remain for the pretense of self-rule, many old nobles hide in the streets and many old peasants now work in the higher echelons of government. But all serve the dead. No real balance exists, and even the most powerful of the living must bow to the dead who stalk the streets.

Most within Thorns who serve Mask of Winters in any capacity are slaves. Their burdens are far easier than most slaves in Creation (mindless zombies perform most of the truly back-breaking labor the Deathlord requires for his slowly expanding empire, but the living remain second-class citizens whose only purpose is to labor until death. These poor souls include foremen in smoky factories of black iron and roaring furnaces, who direct shambling corpses throughout their jobs, and quiet or mousy bureaucrats who hide behind desks counting beans and filling out paperwork for their pale masters. All mortals within the city struggle for survival, and while the Mask does not make their lives more difficult, he also doesn’t improve their plights beyond occasionally importing grain for his more favored servants. The Deathlord cares little if his mortal servants perish, for he can merely place an appropriate mark upon their brow and receive an intelligent ghost and a shambling corpse where a once living person stood. Still, the living can do things that neither ghosts nor zombies can do, so those who make themselves useful find they still have a few years of breathing left to enjoy.

The precious few who enjoy the favors of the Mask of Winters’ reign are the traitors of the city. These mortals turned their eyes from the plight of their fellow citizenry and, instead, cared only for themselves and their own families. Some are cruel, greedy men who betrayed the city to the forces of death and received rewards for their loyalty, but more are simply mortals who saw the writing on the wall and knew where the fate of the city lay. These sad mortals tend to their families, do whatever the dead require of them and try to ignore the cries of guilt that wrack their dreams. A few self-sacrificing mortals realize that the Mask of Winters isn’t likely to be defeated in their lifetime, so offer their services not for rewards, but out of hope they can influence his edicts and protect the city from the worst of his excesses.

For whatever reason they serve, these mortals perform vital tasks for the Mask. Foremost, they act as his living representatives. The Deathlord allows Thorns to feign self-rule, and these well-dressed mortals attend the court of the Puppet King, debating meaningless policies and entertaining foreign dignitaries. In a city where the citizenry has come to associate the dead with oppression, the presence of a warm voice and a soft hand can greatly ease otherwise difficult situations. Many former artisans turn their talents to state-sponsored art and plays, creating vast murals that depict the Mask of Winters’ beneficence or plays filled with propaganda for the ancestor cult. Some among the living act as playthings for the dead, whether as beautiful courtesans or playing some role in a ghost’s fantasy (such as a motherly ghost hungering for a mortal “child” upon whom to dote).

These sad mortals whore away their lives for the sake of their family—and enjoy greater prosperity as a result. Finally, the most terrifying of these mortal servants, the Thornguard, receive Hardened Killer training at the hands of the Mask of Winters’ Abyssal servants and form an elite guard and secret police. these “traitors” receive the Mask of Winters’ mostly benevolent attentions, and while some in the city spit upon their actions, their families are well-fed and clothed, and their voices are heard.

Still, not everyone in Thorns accepts the rule of the Mask of Winters. Many simply exist outside it, hiding in the ruins of their old city, struggling to live life as they can. These street-rats often dress in rags, their hair disheveled and dirty as they run from alleyway to alleyway with pounding hearts and ragged breath, avoiding the clutches of ghostly soldiers. Others remember the old ways, the living sun, the pride of their people, and they remain determined to see the city restored to what it once was. They trade propaganda in the Undercity, reminisce about old times and plan for quiet assaults or forms of defiance against their ruler. This underbelly of rebellion and survival crosses paths and mingles with crime, still rampant throughout the city as mortals take to less savory means to find a way to live. Indeed, for some of the more “respectable” citizens of Thorns, rebellion and crime have become synonymous, as unwashed, rag-clad bandit-warriors are the only faces of defiance.


Without a doubt, the dead rule Thorns. While some shadowland cities offer equal accommodation to the living and the dead (such as Sijan) or at least pretend to (in the Skullstone Archipelago capital Onyx, for example), the Mask of Winters seldom bothers with any pretensions beyond the comfort of the mortal elite that serves him. Thorns fell in war and suffers the same pain and ignominy that befalls a conquered city. The living huddle over meager portions of food while the dead march their streets, enforce their strange, atavistic laws and prime Thorns for further war. When they have a free moment from their service to the Mask of Winters, the dead enjoy spending time among the living, soaking up the reaffirmation of existence, the intensity of emotion and the prayer that only the living can offer. And so, when the Mask of Winters closes his courts and departs his halls, the streets of Thorns fi ll with emotion-starved ghosts.

Despite the situation, however, most of the Mask of Winters’ ghostly minions do not reside in Thorns. Rather, they dwell in the Deathlord’s citadel—or in Juggernaut itself. Thorns is not their city. It is their trophy, their victim, their plaything, and when they tire of it, they return home. Thorns matters to the Mask of Winters and his forces not for what it is, but for what it can do for them. Once they have wrung it of its usefulness and broken its citizenry of their life and passion, they will discard it, a broken and uninteresting part of their growing empire.

Not all the dead of Thorns serve the Mask of Winters, though. Fed by the trickle of memory and praise heaped upon these folkloric heroes, the ancestors of Thorns lingered in their city well before the Mask of Winters descended upon it. For the native ghosts of Thorns, the fall of their city was a horrendous event. Few can turn a blind eye to the suffering of their own descendants, and while they deeply enjoy the ability to walk among their kin, to interact with them and live with them once more, the humiliation of Thorns’ subjugation is too much for them to bear.

Those who have resolved to see an end to the Mask of Winters’ reign are divided on how to go about it, though.

The legacy of the Immaculate Order leaves many ancestral spirits weakened and self-conscious. They have defied their natural place to remain in the city and do not consider it right to allow their kin to exist in this half-living, half-fallen state. Yet, like all ghosts, they enjoy the chance to interact with their families and the living world once more. These ghosts grudgingly bow their heads and seek a way not only to free Thorns, but to rid the city of its vast shadowland.

Other, more self-serving ghosts have dismissed the Immaculate Order. Either they feel they left the Immaculate Order behind when they chose to resist the pull of Lethe, or weren’t especially strong adherents in the first place. These ghosts revel in their newfound connection with their kin, and while they wish to oust the Mask of Winters and liberate their city, they don’t see why Thorns cannot simply remain a shadowland. After all, Thorns has a legacy they can be proud of, and they wish to unite the famed ancestors of old with the heroes of a new generation, envisioning a utopia of the living and the dead, working together to further the glory of their city. Whatever their leaning, the ancestors of Thorns work tirelessly to help whatever resistance they can find in Thorns. They even travel to other parts of the Underworld to seek assistance against the Mask of Winters’ tyranny.


When the Mask of Winters conquered Thorns, the people lost more than their lives and freedom: The very nature of their land changed as the Deathlord’s magic withered the region and broke its dragon lines. Once, cheerful waves splashed in a natural harbor, but now, black water lies like a still, ominous mirror beneath the bone-white cliffs that surround the lagoon. The pleasant rolling hills and pasturelands that surrounded Thorns have fallen silent, their hills covered in a silvery-gray grass that whispers in the wind, roads lined with gnarled trees that support nooses, a grim reminder of the price of forsaking the Mask of Winters. To the south, where legendary vineyards once produced fine wines, the towering mass of Juggernaut rises up, a literal mountain of rotted flesh, spreading his vile stink. The occasional flash of violet lightning or shaft of moonlight illuminates the broken stone spires of the Mask of Winter’s abode, high atop his undead behemoth-steed.

The first and foremost change the Mask of Winters wrought with his coming was the formation of a sprawling and ever-growing shadowland that engulfs the city. This shadowland is unusual in size, as most shadowlands that engulf this much space have formed over long centuries of warfare, accumulated tragedies or terrible and recurring curses. Yet, the shadowland around Thorns swallowed the city within the space of a few weeks. More interestingly (or horrifyingly), a sprinkling of shadowlands have sprung up all across the region that Thorns used to control, slowly enveloping local towns and homesteads. These shadowlands too grow until the main one connects with them and swallows them up, like a spreading pool of darkness consuming the droplets it touches.

Not every village in the region is consumed in a shadowland, and the Mask of Winters makes use of local, still-living villages as prosperous farmland for his mortal servants. While the farms of shadowlands still produce food, the fertile soil of Creation bears better crops, and those villages that remain healthy find themselves hosting grim-faced nemissaries and tired-eyed mortal soldiers who hold the villages in an iron grip to better feed those who still live in Thorns. Until, that is, the shadowlands swallow those villages up too, leaving everything under a blanket of a silent, clouded, Underworld sky.

why Thorns’ shadowland operates the way mystifies the scholars who bother to study the subject. Most speculate that, when the Mask of Winters invaded, he unleashed levels of necromantic energies unseen in this world before. When he struck, he seemingly broke the dragon lines within the city, and evidence supports this as many manses collapsed during his assault, and entirely new, Abyssal-aspected demesnes formed. These savants further postulate that the damage to the fabric of Creation in that region of the world makes it susceptible to new shadowlands forming more easily, so where a single murder might merely fray a few strands of Creation, in Thorns, it might cause irreparable and genuine damage. As a result, the depredations of the Mask of Winters make sure that the shadowland will continue to spread until it has engulfed all of the nation of Thorns, at which point (hopefully), it will stop.

Some scholars suggest a more horrifying scenario, though.

When the Mask of Winters struck, they say the traitors within the city served him up the City-Father of Thorns. The Mask of Winters took this proud and colorfully-dressed warrior-poet and skewered him upon a stake, letting him slowly slide down its length while his blood dripped forth. The death of this powerful entity tore apart the dragon lines of Thorns, and with each drop of blood, with each minute loss of life, the shadowland will grow until the god comes to a rest at the base of the spike, and the shadowland’s growth will cease. Most scholars, of course, dismiss this theory as madness.

Regardless of how the shadowland formed, the effects of the war the Mask of Winters waged upon the city left lingering effects upon it, some stranger than others. When the Mask of Winters struck, he drove Thorns more deeply into the Underworld than most shadowlands, and while it operates as a normal shadowland does, it lies closer to the Labyrinth than most shadowlands do. The natural catacombs and sewer-ways mixed with the strange nightmare-physics of the Labyrinth to create a weird and ever-shifting underbelly to the city that many Thorns inhabitants refer to as the “Undercity.” Monsters stalk the Undercity and the less secure portions of Thorns, hunkering over corpses or pooling beneath the feet of wanderers and sucking them into inky maws. Some are creatures of the Abyss, but others are unique to Thorns, such as former gods deformed and driven into madness by the changes to their city.

The powerful, necromantic effects the Mask of Winters and his minions used in the assault on Thorns left another legacy. Strange pools of Essence radiation still linger in the city and act as temporary, Abyssal-aspected demesnes. Too fragile to be made into manses, they usually dry up after a few years, though occasionally new pools occur. These dark Essence hotspots vary in appearance. Some are places filled with shifting regions of cold and slow moving shafts of ghostly white light, while others merely age the buildings in which they rest, giving the places an ominous feel. Regardless, these pools of dark Essence radiation bend the rules of reality within their borders, usually in small ways that people who know them can exploit. Mortals who spend too much time in such a place slowly change, mutating into creatures neither alive nor dead, and some join the ranks of monsters that haunt the edges of life in the city of Thorns. (Treat them as Wyld mutants in all aspects, save that those who grow too mutated to “leave the Wyld” have instead become creatures of the Underworld, growing weak or insubstantial in Creation, while remaining strong in the Underworld. In general, use mutations that reflect their darker, more ghostly existence.)


In the center of Thorns, where the cobblestones of the wide boulevards angle upward, the city center rises above the rest as though Shroudvaunt is trying to shed the uglier parts of the city from itself. Monolithic structures of black marble loom above the city streets, watching everything with imposing, stone visages. In every major plaza and at the center of every major crossroad, statues of the Mask of Winters peer down at his subjects, attended by unkindnesses of croaking raitons that perch upon his unmoving arms or peck at seeds at his feet. The streets bustle with important bureaucrats and visiting dignitaries, their black robes slashed with colorful violet or crimson, golden jewelry glinting upon their fingers and throats. Thick perfumes adorn the wealthy who live here, and a strong potpourri of fl owery scents hides the smells of decay well. Still, the voices that whisper here have a certain desperate quality despite their affl uent accents and careful poise, and the eyes of these powerful men and women are filled with resignation. Except for the lyrical soliloquies of state-sponsored poets and the calls of the Mask of Winters’ birds, Shroudvaunt has a peculiar quiet, as though the whole district holds its breath in wide-eyed worry over the Mask of Winters’ next move. In many ways, when visitors describe Thorns, they speak of Shroudvaunt.

When the Mask of Winters conquered Thorns, he rewrote the district lines that had governed the city for centuries to better rule it as he saw fit. He blended the Scion district, where the old government had been, with a portion of the wealthy and palatial Shenjin district to create a new district that was both efficient and lovely. Here, the Mask of Winters set the seat of his government. In contrast with the rest of Thorns, Shroudvaunt is exceedingly pleasing to the senses, and her people force smiles upon their faces. The Mask of Winters needs a place where visiting dignitaries can be impressed by his benevolence and sophistication, so Shroudvaunt acts as a sort of tourist trap, a place where the Deathlord can entertain his guests. Not everyone buys into the trick, but many allow themselves to be swept away by the illusion. Better that than forcing oneself to acknowledge the Mask of Winters as a dangerous threat.


To the west of the city, black water soundlessly rises and ebbs against the harbor shore. Ships creak in their moorings while silent zombie work crews, their faces ashen and blue, shuffle on and off ships carrying heavy loads without complaint or emotion. A vast military-industrial complex consumes most of this district, with old, quaint seaside homes and storefronts crushed between spires of silvery steel and tightly constructed factories of black iron. Here, the stench of the rotting sea falls away in favor of the sterile scent of metal, and the low hum of machinery is punctuated by the occasional haunting cry of a whistle. To the north, the harsh efficiencies of this industrial section give way to more mercantile streets that abut the fi ner part of the Haven, fi lled with lovely shops and nice, if somewhat out-of-fashion, homes. The murmuring comforts of the marketplace or the forced friendliness of the inns draws in the wealthy sea-merchants and Guildsman with whom the Mask of Winters wishes to deal. But the cold of the harbor’s winds seeps into the very souls of its residents, for the mortals here shiver beneath the burning eyes of their taskmasters and, watching the ungainly steps of the zombies that slave here, know their eventual fate.

No part of Thorns changed more than Aspir Haven.

Once Brighting Harbor and the other half of the Shenjin upper-class residential district, the Mask of Winters chose it as a place to establish the industries necessary to build up his armies for the eventual conquest of Creation. Brighting Harbor already had formidable production capability, and the Mask of Winters merely increased its capacities until the entire district literally hummed with machinery. But the Mask of Winters also needed to present the same kindly, sophisticated face he shows in the Shroudvaunt District to visitors who come by sea, so the lovely ocean view homes of Shenjin remained, crafted into an entertainment street that catered to the needs of Guildsmen and merchants.

Aspir Haven serves as an economic nerve center for Thorns. While a great deal of trade goods come overland by cart and caravan, more come in from coastal traders. The Mask of Winters puts every effort into wooing the Guild and other fi nancial contacts as he struggles both to expand his power and to improve his image. Primarily, Thorns imports raw materials that it cannot mine or farm, such as exotic ores needed for war machines or fi ne foodstuffs to feed the growing social upper-crust that devotes its time to the Mask of Winters’ service. The Deathlord offers unusual goods unavailable outside of the Skullstone Archipelago and recently struck up negotiations with the Guild to provide legions of zombies as low-maintenance workforces. Strangely, Thorns engages in little slave trade. Having an entire city of mortals at his beck and call and limitless zombies to undertake physical labor, the Mask of Winters has little need to purchase slaves. Having too few skilled mortals to spare, he sells few slaves to the Guild. And while he has no objection to drugs, few in his city can afford them, though the wealthy and affluent servants of the Mask of Winters make heavy use of them when they can.


Unlike the well-cared-for Shroudvaunt and Aspir Haven districts, the rest of the city slowly decays. The skeletal remains of unwanted houses huddle over narrow streets, occasionally groaning as they settle on their foundations and mortar sifts into rooms below. Amidst the gray buildings, however, an occasional flash of color suggests that people still live here. A flicker of blond hair flashes in the alleyway, and then, blue eyes peer out a window. Deeper in the old city, the dancing fires that shabbily dressed residents huddle around for warmth add a pleasant red glow to the windows of aging structures.

Furtive citizens fall silent as the clash of iron-shod boots against cobblestones announces the presence of soldiers, come to drag some accused criminal screaming and weeping to her fate. For the bulk of Thorns, misery accompanies every waking dawn.


Less than a mile from the palace, the other great monument to power and culture within Thorns makes its mark upon the skyline. While not as tall as the Autocrat’s palace, it manages to impress visitors nonetheless with its intriguing architectural design. The amphitheater itself rests in a depression in the ground, dug deep by its foundation-layers, and the scent of freshly turned soil still permeates the theater.

Above it, a vast dome of glass and black-iron latticework shades the audience from any rain or wind. Candles hang from the metal framework, providing warm illumination while the tear-drop mirrors that surround the candles break up the light, sending occasional, shifting rays down upon the stage. When rain falls upon the dome, a mixture of the light and latticework makes it seem to glow and sparkle like fl owing jewels. The Mask of Winters designed the Twilight Amphitheater himself using long-lost secrets of the First Age and his own architectural brilliance. The acoustics of the Amphitheater are nothing less than legendary, and a constant, soothing whisper washes over the audience like the waves of the sea, but the voices of the actors or performers cut the whispers away with but a word.

According to some, the whispers are the echo of every word ever uttered in the Amphitheater, and the Mask of Winters sometimes stands silently upon the stage when the theater is emptied, simply listening.

The Twilight Amphitheater offers only the finest of entertainments, usually state-sponsored pageants of a vast scale or operas written by the dead in the service of the Deathlord. The Mask of Winters uses it as another apparatus of his vast propaganda machine, often bringing visiting dignitaries, whether diplomats or Guild representatives, to impress them with the beauty of his city and the culture it still retains. The elite of the city often attend, reinforcing their own wilting commitments to the service of the dead.

In truth, the Mask of Winters needed Thorns as a beachhead into Creation, an access point from which to implement his plans. With an enormous labor force of zombies, ghostly artisans and legions of undying soldiers, the Deathlord had little use for the bulk of Thorns’ population.

So, he left most of them to rot. Legacy, sometimes called the “Old City,” or referred to by their old district names, comprises most of Thorns, hidden away from visitors who come to see Shroudvaunt or Aspir Haven. It originally consisted of Rhiannan, a section of the city that contained a large marketplace for common goods and a renowned hospital; Isaac’s Folly, a bawdy part of town filled with shabby theaters and cheap brothels; and Mend, the residential section for the lower classes. Now, the Mask of Winters simply lumps them all together into one district and ignores it. In theory, it acts as housing for his mortal labor forces, but in reality, he mines the place for misery and allows his hungrier minions to indulge their passions here. For the mortal population, survival matters most, and the residents quietly quest for food, shelter and clothing in any way they can. Without the watchful eye of the Mask of Winters continuously on them, many preserve the old portions of the city and try to keep the spirit of Thorns alive. Needless to say, the resistance has a strong following in Legacy.


Behind shuttered windows, huddled in dark alleys and hushed behind closed doors, the would-be refugees of Thorns struggle to fi nd an avenue out. The roads from Thorns are closed to them by the prying eyes of nemissary-possessed raitons and wolves, and those who try hang from the trees, their necks snapped by a noose, as examples to others who would fl ee the Deathlord’s “benevolence.” But the Mask of Winters dotes upon outsiders who visit his city, and if a Guildsman wishes to take, say, a sweet child from the streets or a lovely youth and enjoy her hospitality upon his ship as a slave, the Mask of Winters is certainly willing to look the other way.

Some rare few among the Guild and outlying nations aren’t as greedy or brutal as they pretend to be.

They see the plight of those in Thorns, and while they speak honeyed words to the Mask of Winters, they turn to the concerned people of the city behind his back and offer secretive passage aboard their vessels. Sometimes, the stowaways simply hide in the cargo hold. Other times, the captain pretends to take the refugee on as a sailor or as slaves, dropping the pretense only when they reach their ultimate destination. This secretive escape from Thorns is fraught with peril, for the Mask of Winters will grow angry if he learns of the trick, and families entrust their children with strangers who could easily use the process as a ruse to steal away a lovely young woman or wide-eyed young man. Still, a surprising number of “former slaves” with haunted eyes in the Scavenger Lands are actually some of the few who have survived the escape from Thorns intact.

Needless to say, they are silent about their origins.


Deep within the bowels of the Legacy district, an occasional sob breaks the lazy buzz of flies. A massive and foreboding complex—once the Hoshosen Hospice, located in Rhiannan district—rises up from the clutter of abandoned structures around it. Grim sculptures jut out from its corners, and still-shivering corpses decorate the black-iron barbs atop its fences.

The dark bricks and thick mortar of the place stink with rot and fear, and within, the heady miasma grows nearly unbearable. Prisoners in tattered garments cling to metal bars, and skeletal, starving hands reach out into the cramped hallways, clutching at those who pass by, pleading with them to stop, to help them, that this is all a mistake. This is the Shackle Maw Penitentiary, the most dreaded place in all of Thorns.

The Mask of Winters needed a place to house unruly mortal prisoners, so he transformed the hospital into something more… suitable. The conditions within are abominable, but the Deathlord wished it so. He created the prison as a place of torment and torture so that those who died within returned as festering spirits that he could use to haunt the living and expand his reign.

When he created the prison, he used a variation of the necromantic spell that summons a citadel, infusing the old hospital with the essence of the Labyrinth. Deep below the prison itself, narrow and straight corridors lined with metal and soulsteel and lit with pale lanterns, form an underground necrosurgical laboratory complex, where dying prisoners are taken for their final moments.

Skilled necromancers tear the twin souls of the mortal from her mortal frame, leaving a suitable corpse for zombifi cation or other necromantic projects, a raging hungry ghost and a weeping soul bound to the Mask of Winters’ will. While the prison exists, in theory, to contain prisoners, in practice, the population swells with whomever the Thornguard can haul off the street whenever the Mask of Winters needs to increase the population of his zombie work gangs.


Beneath the streets of Thorns, the Labyrinth met the catacombs and sewers of the city, and changed them into… something else. Claustrophobically narrow tunnels riddle the underbelly of the city, giving way to sudden yawning chasms or vast chambers that house secretive residences or even small, improvised villages of metal and stone. Blue lanterns with mesh housing or the pale glow of luminescent mushrooms punctuate the darkness of this subterranean maze, and half shadows dance and move just beyond a watcher’s vision, tempting him to depart from his path. Some parts of these strange tunnels are safer than others, and where people reside, metal walkways ring with footsteps, and gutter trash dressed in colorful rags watch visitors with hungry and amused eyes. Beyond settled tunnels, water drips quietly in dank passageways, false echoes tease the spelunker, and occasionally, massive things shift and rumble with inhuman needs.

The Mask of Winters either does not know of this place or does not care. Regardless, except for occasional forays into the tunnels closer to the surface to nab a fl eeing criminal, the Deathlord’s forces leave the place alone. This makes it a haven for those who wish to live their lives just beyond the tyranny of the Mask of Winters’ grasp. Immaculates set up temporary shrines to worship in peace, partisan fi ghters gather to meet and discuss plans, bandits bring their loot into their hideaways, and anyone seeking contraband or anything rare knows their best bet is with the unsavory denizens that live beneath their feet. Still, the Undercity exchanges one set of dangers for another. Although those beneath the streets evade the Mask of Winters’ grasp, they must contend with pools of Essence radiation, strange lurking monsters and patches of unstable tunnels more akin to the Labyrinth than to familiar reality, always shifting and changing their path.

Those who have lived here for the past five years have a solid understanding of their subterranean world, but new visitors should heed their advice, for the Undercity is a dangerous place indeed.


At the heart of the Shroudvaunt District lies the Palace of the Autocrat, an impressive and beautiful structure that has changed little since the fall of Thorns. At its base, where a mighty statue of the founding Autocrat of Thorns once raised his ceremonial hammer above a forge, the Mask of Winters now stands in black-iron relief, his head bowed in supposed piety while a wicked grin remains affi xed to his face. Behind the statue, a wide fl ight of stairs leads to a broad pavilion filled with thick timber pillars that support the curling eaves of black-tiled roofs. The multi-tiered palace lifts high into the skyline, each fl oor slightly smaller than the last to create a pyramidal structure, and at the very top sits a small balcony from which the Autocrat would survey his city. The balcony has not been used since the fall of Thorns.

The busy atmosphere that thrives within the spacious halls of the Autocrat’s palace surprises many visitors as they fi rst step past the gilded doors that mark the entrance. Nervously smiling ministers in black and red robes murmur behind the back of a bored and expressionless ghost as he drifts by. Loud debates fi ll the wide rooms that dot the multiple fl oors and both wings of the expansive structure. Yet, when silence falls, it is complete, for there are no echoes in the palace, and the air itself is cold enough to make mist rise from lips of the living. Within the throne room itself, pillars decorated in gold foil support a ceiling mosaic that depicts legendary figures from Thorns’ past, while mirrors that show the dead as only wispy half images line the walls, making the throne room seem to extend infinitely. And at the far end, upon a basalt throne too large for him, sits the Autocrat of Thorns, often called the Puppet King. He is a withered gray man with fl esh that hangs loosely from his bones and an iron crown sown into his brow. His mouth hangs open, his wispy beard spills onto his chest, and indistinct strands of shadowy black rise from his joints until they fade from view high above. Occasionally, he twitches to life long enough to shut his slack jaw and make a pronouncement with jerking motions of his hand, only to fall into his half-slumbering state once more.

Real power in Thorns resides not in this cleverly designed showcase, but in the hands of the mad sorcerer-king who rests in a citadel atop Juggernaut. Most don’t bother to pretend otherwise, except to be diplomatic, and the court often ignores the presence of the Autocrat except at formal functions. Real law is dictated by ghostly representatives of the Mask of Winters, and real enforcement comes from his Thornguard. Most debates and legal proceedings are merely a bureaucratic circus, meant to entertain visiting dignitaries and keep the tremulous elite of Thorns busy.

Still, the Mask of Winters has no wish to micromanage every affair of his city, and he is not always available to express his desires, so the councils within Shroudvaunt can pull a few tricks from their oversized sleeves. In small, day-to-day affairs, such as the precise wording of a tax form or who should be hired to ensure the quality of street artists’ performances, the local bureaucracies wield a great deal of power, and clever bureaucrats manage to turn these minor procedures into real clout. Few aristocrats wish to be bothered with a sudden explosion of red tape surrounding the education of their daughter, for example, and many wish to keep various embarrassing facts from being discussed aloud in court. In this way, minor offi cials gather their meager powers into real strands of authority.

Most politics in Thorns centers on gaining the Mask of Winters’ ear, though, even if only for a moment. Usually, this is done through the Mask of Winters’ representative in the city, the Unrepentant Soldier. A few mortals within the city have real pull with the Deathlord, however, primarily excessively useful servants (such as the Captain of the Thornguard) or the traitors who helped the Mask of Winters conquer the city, whom the Deathlord indulges to illustrate the benefits of well-placed loyalty. Politicians and courtiers cluster around these fi gures, trying to gain their attention, offering gifts and compliments and denouncing other courtiers who get too close.

A few factions have been particularly successful at gaining influence within the courts of Thorns:


When the Mask of Winters’ chief representative steps into the throne chamber of the Autocrat, silence descends, followed by nervous compliments and trembling sycophantry, for few are feared more in the court of the Puppet King than the Unrepentant Soldier. The stink of preservatives and dust oozes from him, for his flesh is not his own. As a profoundly skilled nemissary, he wears the androgynously beautiful Patchwork Regalia, a masterpiece of necrosurgery crafted from the mortal remains of the Dragon-Blooded who dared to defend Thorns from the Mask of Winters. The long, fiery locks of a Fire Aspect surround his lovely face and fall upon his broad, statuesque shoulders. The liquid onyx eyes of an Earth Aspect watch those around him with ill-tempered disdain. The soft, feminine lips of a Wood Aspect part to sigh with boredom. Combined of the fl esh of 20 Dynasts, it mottles magnifi cently, slowly gliding from the shale white of his Earth-aspected shoulders to the snow white of his Airaspected waist, with a myriad of patches and hues of pale skin visible between. If one looks closely enough, the subtle lines and markings of the stitching trace swirling patterns beneath his skin. The warrior wears long, fl owing pants and a curving soulsteel reaper daiklave named Parting Sigh but little else, so that all may behold the beauty of his corpse-garment.

In life, the Unrepentant Soldier was a Lookshy legionnaire who perished in the Gunzota Incident. In death, the Unrepentant Soldier was among the Mask of Winters’ most favored warriors, and for his service, he was awarded the Patchwork Regalia and a position as representative in Thorns, able to drink from its passions and vices at his whim.

But the Unrepentant Soldier has grown discontent with his post and prize, for he has quietly begun to suspect that he is in exile. Watching the deathknights eclipse the favor of nemissaries with other Deathlords, the Unrepentant Soldier fears the same is occurring with the Mask of Winters, and that Abyssals are replacing him and his kind as the preeminent powers among the dead. This suspicion makes him brood, yearning to return to Juggernaut, and his ill temper leads to bloodshed in the court, as he’s cut down three courtiers for offending his sight. The courtiers tread carefully around the nemissary now, dependent upon him for his ties to the Mask of Winters, but terrifi ed of offending him.

Those who cluster the closest to him take one of two forms. The mortals who manage to win his favor are those who truly admire the dead. Often rebellious youths enamored of nihilistic hedonism, they smear their faces with ash or paint themselves in gray, dressing in the fashions of the dead and supporting their actions with an unreasoning fury. The courts have named them “Ghost-Dancers.” The dead who enter the Unrepentant Soldier’s inner circle are those who feel themselves exiled from the Mask of Winters’ presence.

They tire of Thorns and wish to move on to bigger, better things, such as conquering the rest of the Scavenger Lands or simply doing something other than suffering the presence of petty mortals. The Exiles make use of the Ghost-Dancers as playthings, which amuses both sides greatly, as tormenting some ash-masked teenage boy brings a moment of respite to the Unrepentant Soldier’s passionate malaise.

The Ghost-Dancers and the Exiles ally most closely with the Silken Faction, for the Mask of Winters seems to favor Wisdom Whispered, and they wish to gain the favor of the Deathlord. The other factions, however, work tirelessly to gain the Unrepentant Soldier’s ear, in hopes that he will speak well of them to his master.


Next to the Unrepentant Soldier, the court swirls around Wisdom Whispered, a powerful mortal thaumaturge skilled in the Art of Necromancy. Sometimes called “the Little Tyrant,” he is neither admired nor feared, but tolerated for his apparent popularity with the Deathlord and for the benefi ts he can gain his friends. Wisdom Whispered is remarkably short and very conscious of this fact, and those who are wise to his temper sit when he approaches to offer the illusion that he is taller than they are. He wears expensive clothing of the most recent fashion, but his unruly, thick brown hair refuses to remain in the braid he tries to tie it in, and scowl-wrinkles have formed at the edges of his eyes and lips.

Once called Kuntao, he worked as an advisor to the former Autocrat but grew discontent with perceived slights while his lust for the queen knew no bounds. Tempted by the whisperings of the dead, he struck a deal with the Mask of Winters, sabotaging his own kingdom wherever he could with subtle curses, venomous advice and seditious acts. When the Mask of Winters conquered the city, he rewarded the traitor with prestige and power, making him the “chief advisor” to both the Unrepentant Soldier and the Autocrat himself.

Now calling himself Wisdom Whispered, the thaumaturge viciously wields his infl uence to indulge his long-repressed desires and petty revenges.

Those who cluster near him, the so-called Silken Faction, subscribe to Wisdom Whispered’s bleak ideology: “Eat, drink and be merry, for tomorrow we shall die.” Wealthy merchants and greedy bureaucrats whisper praise into the hungry ears of the Little Tyrant, and he offers them decadence in return for mild favors. Those who betray him find themselves assaulted with blackmail and savage bureaucratic manipulations, so most who fi nd their way into his service remain there. Together, they slowly drain Thorns of its wealth, beautiful youths and fi ner foods, but the members of Silken Faction don’t care for the rest of the community as long as their appetites are sated.


Wherever Wisdom Whispered goes, his pet follows. Once the Queen of Thorns, she has been reduced to a concubine, Wisdom Whispered’s sexual plaything. Her majestic features are pearly white, she wears her black curls up to expose her swanlike neck, and her long, colorful robes hang low on her arms, exposing the depth of her cleavage. A delicate, silver collar adorns her neck, and bags of exhaustion mark her eyes, though they are usually covered by the paint she uses to make herself more beautiful. Despite her position, she has lost little refinement. Her words have a sophisticated accent, and she remains exceedingly profi cient with the fan-language used in the courts before the Mask of Winters conquered her city.

Lilia gave in to the demands of Wisdom Whispered to protect her children from harm (her son has been inducted into the Thornguard, but her daughter hides in the Undercity) and to maintain what little power she had remaining. But she hates it. She hates him. His very touch makes her skin crawl, and she slowly goes mad with fury, resentment and despair.

She would kill him, but she knows that would only result in her death, and Thorns still needs her. For now.

Nor is she alone. Some in the court still respect the Autocrat and the old order. Called the Puppets by the rest of the court for their respect of the Puppet King, they do what they can to support Lilia, who technically became Thorns’ rightful ruler after the death of the Autocrat. Outwardly, they maintain sympathy for her, but do not act against Wisdom Whispered. Secretly, however, they have contacted the resistance and do what they can to bring down the reign of the Mask of Winters, or at least to return Lilia to her throne.

To facilitate this, they have devised a code using the old fan-language, and when Lilia or one of her agents flutters their fan, they communicate with one another under the cover of merely expressing approval or disdain of something occurring in the court itself.


Where Wisdom Whispered is the domestic advisor of the court, Stern Ashakawa is its military advisor. Living up to her name, this icy woman has cruel features and flinty eyes. She wears her white hair cut short, and she prefers to wear either a formal Thornguard uniform (though with a black armband, rather than red, for she is not yet a member) or finely tailored skin-tight reinforced leather bodysuit. She never goes anywhere without her weaponry, and she favors the blade, the shield and the bow.

During her youth, Stern Ashakawa served as a footman during Thorns’ ill-advised attempt to conquer the Scavenger Lands on the behalf of the Realm, and she has felt since that day that the armies of Thorns failed to live up to the legacy and prestige of her grand city. When offered the position of military advisor, she gladly accepted, determined to wipe out weakness within the armies of Thorns and right what her officers had done wrong. She fully intends to build Thorns into the empire it was meant to be.


The Mask of Winters is one of the greatest spymasters in Creation, and yet, a rebellion blooms within his own city. Insurgents lurk under his very feet and fill the court that rules his city. How is it possible that such a brilliant and ancient mind is so easily blinded by the actions of mere mortals? Shouldn’t he already know of their plots?

Of course he does. He’s just biding his time.

The Mask of Winters is, before all things, dead.

Like the rest of the dead, he is filled with passion, for it is all he has left. While merely eliminating the rebels would be enough for an efficient, mortal king, the dead prefer to play games. They prefer melodramatic events with spectacular climaxes. The Mask of Winters doesn’t want to defeat the rebellion. He wants to let the hopes of the people rise up to untold heights before crushing the rebellion completely in a breathtaking showdown that will destroy the spirit of Thorns utterly. He already has plans in motion, including double agents like Silken Laughter planted at the highest levels of the resistance, and when the time is right, these traitors, these Thornguard hidden in their midst, will turn on their own. The resistance will tear itself apart while undead soldiers stalk the streets, torching the homes of their families and rooting out the last vestiges of insurgency. And then, Thorns will know that the Mask of Winters is all-seeing and invincible, that rebellion is pointless.

The resistance, then, is doomed, for the people of Thorns simply lack the assets to defeat their undead tyrant. Not, that is, without help from someone truly brilliant and capable of standing up to the Mask of Winters, in which case, his hubris and hunger for melodrama could prove his undoing.

Stern Ashakawa despises weakness in all forms. She regularly takes the time to mock Lilia for her pathetic position, and she ruthlessly upbraids anyone she feels doesn’t live up to her standards. The court of the Puppet King frustrates her, however, for she wishes to see the armies of Thorns move, to take to the fi eld, but she perceives the decadence of the Silken Faction as slowing this process down and holding back her empire. She struggles to gain the Unrepentant Soldier’s attention to alert him to this—and to rid the court of Wisdom Whispered’s infl uence so that she can begin the conquest of local lands in the name of the Mask of Winters.

Those militants and hawks who agree with her cluster around her in support and call themselves the Closed Fists.

Stern Ashakawa is not without weakness herself, however.

To her great shame, her every application to join the Thornguard has met rejection. She yearns for this final honor and deeply admires the Abyssal who trains them. The captain of the Thornguard sympathizes with the Closed Fists, but her envy of his position and training makes it impossible for the two to work together.


Completing the triumvirate of councilors, Senoske Malcolm serves as religious advisor. Malcolm is a young man, gentle in demeanor, with long hair and pretty eyes. He dresses in simple robes and speaks with a soft voice, almost always smiling compassionately when he is not frowning in thought. When he was a youth, his family lived in squalid poverty, but with the coming of the Mask of Winters, his was among the families raised up to make a new aristocracy in the city. When he announced he would serve the Deathlord as a religious advisor in the Court of the Puppet King, his family rejoiced. So Malcolm has seen little wrong with the coming of the Deathlord. Indeed, he sees only the benefi ts that his coming has reaped.

In short, Senoske Malcolm buys into the Mask of Winters’ propaganda wholeheartedly.

The charismatic youth isn’t blind to the suffering of Thorns, but he believes much of it stems from irrational fear of the dead—fear he tries to assuage with carefully placed words and glowing testimonials. More troubling to the boy is the friction between the ancestral spirits of Thorns and the occupiers that serve the Mask of Winters, but he believes that careful negotiation between the two sides will help them understand one another better. His aura of serenity and his passionate words have sparked a following in the court, which the courtiers call the Sandal Faction for their penchant for walking the streets of Thorns to see events firsthand. Malcolm and his faction dream of a day when the ancestor spirits, the soldiers of the Mask of Winters and the living come to accept their situation and work together to create the utopia of which the Mask of Winters speaks so often. Unfortunately, the Silken Faction’s crass abuse of the city only worsens the situation, so Senoske Malcolm does what he can to limit the infl uence of Wisdom Whispered, but even his legendary patience is wearing thin at the Little Tyrant’s antics.


With the fall of Thorns, the Mask of Winters subsumed its paltry army into his own. While mortal components still exist in Thorns’ military, he has added his own shambling dead and ghostly forces into the mix and has seriously upgraded the quality and training of the mortal soldiers he now commands.

These three aspects make up the majority of his forces, with undead war machines making up the fi nal component as he slowly builds his forces for an eventual expansion into Creation. Details of these various troop types, their numbers, their tactics, their deployment and their statistics for use in an Exalted game are given. (Some of these statistics have been reprinted from the Exalted Storyteller’s Companion for ease of reference.)

Currently, the Mask of Winters plays a careful game of political cat-and-mouse with the nations of the Scavenger Lands, unwilling to reveal the full extent of his ambition.

In his impatience, however, he has turned his armies against the Marukani and the small principalities that surround Thorns. No offi cial declaration of war exists, and most of the actions are secretive and precise, meant to swipe small pieces of terrain or “persuade a village to defect.” Whenever the Marukani protest, the Mask of Winters is quick to apologize for “accidents during training exercises” and grease the palms of the bureaucrats in the Council of Rivers. His ambition won’t remain in check for long, however, and the moment he detects real weakness, his forces will strike.


Zombies make up, by far, the largest portion of the Mask of Winters’ soldiers. Easily created, the Mask of Winters typically deploys them as a front-line assault to wear down his enemies and demoralize them. During the past five years, however, the Mask of Winters has been unable to use such an obvious hammer against his enemies and has turned many of his zombie hordes into a sort of simplistic labor force, doing jobs such as clearing rubble.

The Mask of Winters deploys zombies in hordes of 500 zombies or breaks them down (on occasion) into talons of 100, usually for deployment with agents such as Abyssals or nemissaries. Most hordes are organized and led either by more intelligent undead created by the necromantic spell “Summon the Greater Servitor” or a nemissary. Most hordes require a team of necrosurgeons to tend to damage after battle or to repair the fallen corpses and make new zombies. In Aspir Haven, a large resurrection pit has been crafted in the military complex near the necrosurgery labs for just such a purpose.

Commanding Offi cer: Varies

Armor Color: N/A

Motto: None

General Makeup: 500 zombies with a battlefi eld support lab staffed by approximately 50 mortal and ghost necrosurgeons and necrotechs.

Formation: The Mask of Winters has roughly 60 hordes (the numbers vary as zombies fall into disrepair or new ones are raised). Approximately 45 of these hordes remain in Thorns, serving as labor crews or simply waiting for deployment. Five hordes have been split into talons and divided among agents who work against the Marukani, slowly swallowing more and more territory, and the remaining 10 are split up into talons working for agents in other parts of the Underworld or Creation.


Description: The dead make up the most reliable portions of the Mask of Winters’ forces. Skilled in Arcanoi of various types, they display power and endurance that no mortal army can match. In the day-lit world of Creation, however, it costs valuable Essence to materialize, so they remain primarily a force used in the Underworld. Still, they work perfectly for delicate assignments, such as the raids in Marukan, able to make their attack and then fade into insubstantiality.

War ghosts form fellowships of 30 ghosts each, and three such fellowships (plus added offi cer staff) form a full host of 100 ghosts. The Mask of Winters currently controls 50 hosts, organized into 10 separate divisions called phalanxes.

(Note that units deploy in phalanxes only in the largest of battles, and this distinction generally represents administrative organization rather than actual tactical organization.)

Nemissaries usually act as offi cers, but they occasionally form elite units as well, and three fellowships (one full host) are composed entirely of such soldiers. While the dead require little in the way of food, they prefer it, and they technically don’t require sleep, but they often Slumber, so the pale hosts require as much maintenance as a human army overall. Indeed, the steep cost of equipping offi cers with jade artifacts makes them expensive units to fi eld. When long journeys must be made quickly, the dead can forgo more necessities than humans can, and the expense of maintaining pricier officers pays off in units capable of powerful magic.


Thorns has a formidable army by the standards of many nations in Creation, but compared to the truly great powers of the world and the Mask of Winters’ foremost enemies (such as Lookshy and the Realm), they are less impressive.

Further, when compared to the might of the other Deathlords, the Mask of Winters seems even less threatening. He lacks the might and military genius of the First and Forsaken Lion. While smooth and cunning, he cannot bend the hearts of mortals and gods with the casual ease of the Lover Clad in the Raiment of Tears. The Mask of Winters is renowned in the arts of necromancy, but the Dowager of the Irreverent Vulgate in Unrent Veils is clearly his superior.

So whence comes the arrogant self-assurance of this, the youngest of Deathlords?

Part of it is simply hubris. He was unbearably proud before his death, and the words of the Green Lady have worsened his pride. He assumes victory because he has been promised it and because he has always been victorious before. Not all of his pride is undeserved, for while he is the youngest of the Deathlords, he is so because he was one of the longest surviving Solars of the First Age. And, indeed, his self-assurance often leads his enemies to double think their opposition to him, for certainly he must have some unique tricks available if he is so certain of victory.

But the Mask of Winters isn’t stupid. He does indeed have an ace up his sleeve, a resource that he controls with greater facility than any other Deathlord in the Underworld does: spies. The Mask of Winters is the master of treachery and deceit, able to play unparalleled games of trickery and backstabbing. The Mask of Winters has spies in nearly every nation in Creation and has even managed to plant spies at the highest level of the Walker in Darkness’s trust.

Should players want their characters to lock horns with the Mask of Winters, Storytellers should keep this fact in mind. Certainly, the Mask of Winters’ forces will match or exceed the forces of the players in most any circumstances, and his spells are devastatingly powerful (but can be matched by the might of a Solar Circle sorcerer), but the Mask of Winters doesn’t play fair. If he sees the players’ characters are a growing threat, he may well head them off by offering to ally with them, rather than fi ght, aiding them against some mutual enemy (such as the Realm or rampaging raksha).

Failing that, he’ll put his vast spy forces to work, uncovering the characters’ secrets and planting traitors in their midst. He’ll know who they love and who they hate. Trusted offi cers will wait in the night to stab their beloved commanders, and lovers will be kidnapped as leverage. If the players have any weaknesses, the Mask of Winters will exploit them, bring them to their knees and then gloat over them before he destroys them. Those who fi nd the Mask of Winters to be “easy meat” grossly underestimate his capabilities, for he’s already turned his cunning into the first major Deathlord holding in Creation.

Commanding Officer: Varies

Armor Color: Black

Motto: None

General Makeup: 100 war ghosts wearing lamellar armor, bearing target shields and wielding axes.

Formation: Of the 50 hosts, 25 remain garrisoned in Thorns, where they train and wait. 15 exert the Mask of Winters influence in other parts of the Underworld, helping control the ghostly parts of his empire, and the remaining 10 act as commandos, controlling the zombie incursions into Marukan or engaging in police actions or pirate raids in other parts of Creation.


Thorns has not forgotten how to fight, despite its twin defeats at the hands of the Scavenger Lands and the Mask of Winters. The natives are a defeated people, however, and many do not wish to serve the Mask of Winters and die in battlefi elds of his choosing. Of course, while the Mask of Winters prefers volunteers, he isn’t above drafting reluctant youths into his forces. Living soldiers prove exceedingly useful, especially in Creation. They learn quickly, they need no Essence to battle in Creation, and when they die, both hungry ghosts and zombies can be crafted from their lower souls and corpses. Most of the young men and women who wear the heraldry of Thorns today do so with resignation and despair. Only fear of the Mask of Winters keeps them from desertion.

The Thornguard, in contrast, serves the Deathlord with terrifying fanaticism. These elite soldiers have trained at the hands of Abyssals, who sheared away their compassion and showed them the beauty of death. Now they act as perfect killers, coldly reveling in bloodlust, and more soldiers have distinguished themselves from the common ranks of their fellow soldiers in these units than any others. (As a result, the Thornguard has more heroic mortals in its ranks than the rest of the mortal forces in Thorns do.) These dreaded soldiers often patrol Thorns in their dark armor, wearing the blood-red armband of their station proudly. In battle, they always wear masks to hide their identity, not out of shame, but because the Mask of Winters sometimes wishes to deploy them as spies. Many fathers and mothers in Thorns have no idea that their sons or daughters have lost their humanity to the Mask of Winters’ deathknights. They know only that their children disappeared shortly after the Deathlord took the city, and that they are grateful to have them back. When not in battle, those Thornguard soldiers with permission to act openly often dress in a formal uniform made of a black buff jacket and thigh-high boots with an array of well-polished buckles, as well the ubiquitous red armband.

The Mask of Winters organizes mortals in talons of 125, and four talons combine to create a dragon in larger battles. Nemissaries or Thornguard elites usually act as officers. Thorns contains 20 dragons of mortal soldiers and five dragons of Thornguard. Twelve of the mortal dragons garrison in Thorns while eight work against the Marukani, aid allies of the Mask of Winters in battle or otherwise exert influence in Creation.

Commanding Officer: Varies

Armor Color: Black, with red armband

Motto: “For the Mask of Winters and for Thorns!”

General Makeup: 500 soldiers wearing chain hauberks and wielding chopping swords supported by 150 archers in buff jackets using self bows

Formation: Of the five dragons of the Thornguard, two garrison in Thorns and act as elite police units, two work in Creation, and one works without uniforms to act as the enforcement arm of the Mask of Winters’ secret police or spy agencies.


The Mask of Winters is a master necromancer and has at his disposal a large variety of war-engines. The foremost of these is Juggernaut, his ultimate weapon against large forces or heavy fortifications. Sometime in the future, the Mask of Winters hopes to use the enormous maggots that feast upon Juggernaut’s mountainous corpse as inhuman beasts of battle, swallowing the forces of the Scavenger Lands and the local Underworld in their frenzy.

The Mask of Winters also deploys a variety of other war machines, including no less than 50 spine chains and a few other artillery pieces or siege equipment meant to support his forces in battle. In addition, he has crafted 200 loathsome osseous shells, metal and bone exoskeletons crafted by the Mask of Winters as an answer to the Seventh Legion’s gunzosha armor. While these artifacts have yet to see the battlefield, the Mask of Winters intends to equip hisThornguard with them to create ruthless killers unstoppable by the common soldier.


I thank the representative of Great Forks for her words and wish her family further health and

prosperity. Her achievements are matched only by her beauty. I thank, too, the Council for affording

me this opportunity to speak at such an august and wise body and express my hopes that satisfactory

resolutions can be achieved on this day. Many speak out against the Council, calling it a useless body

fi lled with meaningless debate and corruption, but I dismiss their criticisms. I have seen with my own

eyes that the Confederation of Rivers has taken many great strides forward and represents a beacon

of progress to all of Creation.

But the stink of rank hypocrisy creeps into these chambers, and the smell of it worries me. I listen

to the harsh and undeserved words leveled against my fi ne city by the representatives of Lookshy and

Marukan, and I wonder why this respectable body allows such deceptive, twisted rhetoric to be spoken

here? If not truth, what does the Confederation of Rivers stand for?

We are not your enemies. Thorns was once an oppressive puppet regime that sought to expand its

territories and waged war against all of the River Lands, but our armies have stopped them, liberated

their people and given all of the Confederation of Rivers a new chance at peace. For this, we are

accused of butchery. Why? Within your very midst lies Lookshy, a nation built upon war, a nation

that prospers from death. Its people have unleashed far more devastating weapons in many of their

ill-conceived campaigns than we have, and yet, you turn to us and accuse us of saber-rattling and the

death of innocents?

Or perhaps you fear my nation because we allow the dead to walk side by side with the living?

Sijan is honored today—and I greet her representative—but how is Thorns any different from this fine

nation? In both, the dead are honored alongside the living. Indeed, the people of Thorns greet their

long lost ancestors with joy and revel in their newfound sense of legacy. If you do not fear Sijan, why

would you fear us?

If you would speak of oppression, look to the vile trade of slaves in your very midst. Thorns stands

boldly with Nexus in condemning this abominable practice. Man should not bend before man, but stand

before him as an equal. We work diligently with the Guild to provide the walking dead as a substitute

for the denigrating practice of slave labor, so that when mortals have shed their crude husks of meat

and bone in favor of the finer garments of ghostly gossamer, their bodies can continue to work for the

betterment of their descendants.

Concerns have been raised over the Marukan situation. We have apologized for an accidental

incursion of soldiers into Marukan territory. They were engaging in a war game and accidentally

strayed too far. For the loss of life and damage to property, a settlement has already been reached and

the sum of money travels even now to the Marukan capital. Regarding the two disputed villages of

Shenden and Three-Steeds-Dancing, the first was always the property of Thorns, and I encourage the

representative of Marukan to brush up on his history and re-examine his maps. The second chose of

their own will to overthrow their local government and pleaded with Thorns to accept them as vassals.

We could not refuse their request. This can be negotiated, but the final decision falls to the people

of Three-Steeds-Dancing.

I hope we can allow truth to freshen our breaths and wipe away the stink of dishonesty. Only when

we can stand with one another as brothers, assured that we can trust one another, can we be strong.

Any disunity among us will only weaken us, making us easy prey for our enemies.

I surrender the fl oor to the speaker of the Council. Thank you.


Those who seek to escape the constant tribulation of Thorns or who desire unattainable goods often search out the storied Sanctuary hidden deep within the Undercity. Spider-gauze curtains drift lazily on half-felt breezes, ghosting around the patron who enters this den of iniquity. Within, half-melted candles paint a heavy pall of drugsmoke a shade of yellow, and the subtle laughter and sighs of contented debauches fl oat in the air. The thick miasma of smoke contains many pleasing toxins that dull the senses, making time seem to slow and lines seem to blur (-1 to Perception checks, and players may make a [Stamina + Resistance] roll, diffi culty 1, for their characters to resist). At the center of the Sanctuary, past baroque, wrought-iron railings that prevent a stumbling drug-addict from tumbling to his doom, one can peer into an open pit that reveals each of the fi ve layers of the Sanctuary. Each tier is dedicated to one of the Five Immaculate Antitheses, and each caters to a different immoral indulgence, such as prostitution, gambling or recreational chemicals. The top and bottom tiers (the fi rst and the seventh) contain the proprietor’s offices and a storage house for weaponry and ill-gained goods, respectively. Rough-looking thugs of various size and armament guard the place with bemused, brutal demeanors and allow no Immaculate priest to enter.

A gentleman by the name of Silken Laughter owns the place and commands the ruffians and bandits who protect it. He is tall and slim, with delicate bones and elegant, beautiful features. Dark, silken hair covers half of his porcelain face, for Silken Laughter has only one good eye and vainly hides his imperfection. A short cloak falls from his narrow shoulders to his hips, a tight shirt of pale silk clings to his torso, and loose trousers fl are over his feet, hiding them from view.

Amongst pleasant company, his face always bears a smile and his deep, liquid voice easily charms those around him with quick quips and strange anecdotes. He takes no lovers, and torrid rumors insist that his heart belongs to someone he can never have, that his love goes forever unrequited. In battle, he wields slim daggers with frightening accuracy and works unusual magic with a unique, specially decorated set of mah-jongg tiles. Silken Laughter isn’t human, though what he precisely is remains a matter of conjecture. He has been witnessed battling a deathknight to a stalemate, however, suggesting he is a creature of some power.

While an absolutely immoral bandit-lord and rogue, he opens up his Sanctuary to the resistance movement in Thorns, allowing them access to his resources and small army of thugs. This practice makes him popular with the downtrodden of Thorns, and he is, perhaps, the most vital member of the resistance, but his open mockery of the Immaculate Order makes many traditionalists suspicious of him and his motives.

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