I decided to do a lot of fleshing out of Carceri as I found that place a lot more interesting than Shatterhorn. Ill upload the full doc to the RPG Genius site but here are some of things I did. Ive lifted some of the narrative/descriptive text from Shemeska's Planescape Story Hour.
Both the Gigante and Carcerian Spiders are custom mobs from my world.
Carceri
Touchdown: You splash into the first layer of Carceri: Orthry’s the dark moor. The only dry land visible is a jagged mountain in the distance. It is oppressively hot and the swamp surrounds you on all sides. You can barely make out the sky through the roiling, snarled tangle of trees, vines and all manner of grotesque flowering plants. Bloodthorns, corpseblossoms, and even more esoteric varieties of deadly vegetation, they seemed to move and sway like cobras to the piping of a snake charmer, twitching on their own accord like they could smell the approach of bodies, soon to be corpses to feed their poisoned roots.
It should have been dark. After all, the swap trees and vegetation almost blocked out the sky. But the swamp was lit crimson, like it was painted with blood red paint, not from the sky but leaking up hot and sickly from the ground.
At that, you hazard to glance up between the gaps of the overhanging trees, up into the darkness overhead where the scarlet light of the ground grew pale, swallowed up by the void overhead. High in the distance, crimson stars stood against the sackcloth sky like drops of blood against the ebony flesh of Carceri itself. Anything could be up there lurking in the darkness, held aloft on leathery wings or sorcery; anything could be waiting to dart down upon unsuspecting prey.
Wandering Descriptive text I: The air was thick with a stench of rot, a minute drizzle of pollen and sap that hung like a sickly mist, oppressive with the pungent, sharp tang of acid. The swamp around you is alive with the buzzing of bloated insects and fat flys which annoy you to no end.
Wandering Descriptive text II: The swamp was alive, both in the metaphorical sense that its red shrouded depths and hidden places resounded with the suggestive drip of water and the rustle of unseen denizens, and the literal as well. The flora was attracted to the warm bodies that passed through it; blossoms that might open to a sun on Pangaea bloomed and keened towards the scent of passing creatures. Vines decorated with minute and delicate flowers would drift and coil out towards the sounds of footsteps, rows of barbed thorns revealed as they unwrapped, seeking to entrap and devour.
Quicksand: 20’ diameter. DC 8 survival check to spot if walking. Otherwise automatically fail. DC 10 swim check to stay afloat. DC 15 swim check to move 5 feet. Fail by five or more and sink. Can swim back up with a DC 15+1 swim check. Other characters can help by trying to pull them out. DC 15 strength check of the rescuer and a DC 10 STR check for the stuck character. If both checks succeed stuck character moves 5 feet closer. Otherwise make another DC 15 swim check and go under. DMG pg. 89.
Combat modifiers: Maximum spot is 2d8x10’. Could have quicksand. Hedgerows (tangle of stones, solid and thorny bushes). Act as low wall. 15’ to move through. Large ones take whole squares and provide total cover like a wall. 4 squares of movement or a DC 10 climb check for 2 squares.
Planar Effects on Magic: In a realm filled with lies and betrayel, selfless works have no place. Using magic without regard for others is rewarded; trying to help someone else is penalised, requiring a spell key to work or even a concentration check to avoid an unpleasant misfire:
In short, magic used for selfish gain takes effect as though caster were 1 level higher. Spells that benefit others function 2 levels lower – if at all – unless a spell key is used. Spell effects generally manifest in the most hidous way possible. Unless otherwise stated magic functions as normal below with the following exceptions:
• Alteration: These spells always produce the most evil result. If no evil effect is possible, they take a terrible form.
• Conjuration: Creatures summoned by these spells are not bound to serve the caster and may attack if not given a show of good faith or a bribe for their service. There is also a 50% chance that a gehreleth will intercept the summoning and come instead of the called creature.
• Divination: Such spells require spilling a comrade’s blood to form a scrying pool (or use of the own casters blood).
• Elemental: Water spells are enhanced by 1 level. All other spells are reduced by one level. Air spells are unaffected
• Necromancy: Healing spell are half normal effect. Spells that harm inflict 1 additional point of damage per level of the caster. Undead are automatically free-willed and may attack their creator, much as summoned creatures.
Carceri: Encounters
Wandering Gautiere Conmen: You spot a poorly hidden fire up in the distance. Probably the campsite of some unskilled woodsmen – or whatever passes for woodsmen in this place. Assuming the group sneaks up or turns up in some other way they see a group of 6 human (or humanoid) figures gathered around a fire. They seem to be using the fire to cook the remnants of a single large reptile of some kind. Four of the figures have spears, another has a longsowrd. They all have claw like nails and are wrapped from head to foot in rags. Despite the layered clothing they look either very thing or emaciated.
The Gautiere are willing to talk if pressed and will point to the craggy mountain in the distance if asked about the Bastion of Lost Hope. They have just come from there as part of a trade convoy for their tribe and were heading back to the portal when they were attacked by a Vaath which they brought down and now eating as dinner. They are willing to sell the party a totally useless map to the Bastion for 50gp. If the map is used to teleport to the bastion go to the “Hamburger Hill” encounter.
The Gautiere are willing to trade with the characters if they can. They can sell them useless maps that lead nowhere, “pure” drinking water tainted by the Styx (DC 15 save or forget the last 24 hours) for 25gp a cask, a ferrous sled which travels extermely slowly and eventually stop working altogether for 1000gp or a boat to navigate the various rivers that will sink on first use for 150gp. The Gautiere are very sincere and problems with their “aid” rarely surface until long after they have left the party behind. They can also sell the following spell keys at exorbident prices. These keys actually work, but since it’s the plane of betrayal they’re quite likely not to work or have the expected result. As well, the form of a given spell key may change unpredictably, making old ones worthless:
• Alteration: Lead necklace wrapped about the wrist (250gp)
• Conjuration/Summoning: A fist-sized lodestone sphere (200gp)
• Divination: No spell key.
• Necromancy: Carved thighbone of a farastu ghereleth (500gp)
Clerics that worship the Unknown God do not require power/spell keys. There holy symbol innately acts as the key required. These clerics are unaffected by the traitorous nature of the plane.
Choices: If the party head in the direction of the mountain on foot or flight they have two choices – to head through a jungle like area or through a serene looking grassland. Unless they just teleport… in which case jump to “Hamburger Hill”.
Jungle: Slowly, over the next hour the ground grows firmer, the moor receds back, and you look out onto a sea of entangled jungle and thick underbrush.
• Encounter I: Black Mist. A black mist engulfs you as you venture through the jungle. At first you just assumed it was part of the ecosystem. But the mist seems to follow you slowly getting thicker. Give characters a chance to do something. The intelligent mist can be driven away by fire, rain or a wind affect. The mist engulfs you entirely and the contact reveals this mist is almost intelligent and it hungers for memories – as it begins feasting on yours. Each character must make a DC 19 will save. Failure means they forget one random feat or 1d6 spells for 1 day. The black mist is a manifestation of the Styx tributaries which feed the fetid moors. The mist dissipates after its “attack”
• Encounter II: Vaath stalking. As grass but from ambush.
Grassland: Slowly, over the next hour the ground grows firmer, the moor receded back, and you looked out onto a sea of razor edged grass. Twenty feet high, nothing could be seen lurking under the surface as the flora swayed in the breeze with an otherwise almost tranquil quality. The swaying grass was tall as trees.
The razorgrass sea was calm. Pensive. Down below came soft growls, snarls and erratic barks. They were talking, thinking, planning.
• Encounter 1: Vaath stalking. The Vaath will try and bring their prey down using their tongue like appendage. Flight would allow the party to avoid them easily enough. There was a sudden flurry of noise from below and something shot up through the scarlet tinted grass. Like a cross between a reptile and an insect, it snarled and cackled madly as its legs extended and it leapt towards you. The razorgrass below you erupts into a chaos of snarls and cackling howls. Two more of the beasts burst through the top of the veldt and snapped at their intended prey with long proboscis type tongues,
• Encounter 2: A war-machine is separated from a blood war contingent of Demogorgon and thinks the party is easy meat. See “Misplaced Warmachine”
Vaath stalking: A horrible amalgamation of insect and reptile, this thing has a long body covered in dark scales. A hard, thorny brown carapace protects its head. Long, white teeth drip thick saliva. Narrow, slitted eyes peek out from its spike-covered head-shell. A long, snaky tendril extends from a small cavity above its mouth, ending in a small, sphincter like mouth of its own.
1 Vaath per party member.
Misplaced Warmachine: In the distance you can hear the sound of a machine like stomping and gears of steam spinning and moving. You can see the tall grass being mowed down by whatever mechanical monstrosity was causing the noise. Give characters a chance to do or say something. Something jerked above the level of the grass. A white and purple head and tip of a wing it seemed. There was a scream of gearwork and the swath of trodden grass shifting and changed direction. Whatever it was, it had seen them. At a hundread feet: When it grew to within a few hundred feet and two creatures, escorts or handlers, Vrocks, flew up over the grass and into the open air. The two of them squawked angrily, spittle flying from their swollen tongues and jagged beaks as they screamed out curses and commands in Abyssal.
Retriever: A gargantuan spider of flesh and steel, hellfire and rage moulded into physical form, the thing rose up over the surface of the razorgrass sea and fixed its six eyes on the targets it had been commanded to obliterate. Eyes of jelly and crystal, living and mechanical at once, they narrowed, focused, and burned with light and fury as the construct rattled with the sound and fury of furnaces and capacitors.
Attack routine: A bolt of lightning from one eye alone cut across the sky with a thunderclap that sent a wave through the grass with its force. A second eye let loose a horizontal column of liquid flame, igniting a swath of the grass and incinerating the path before it. A third eye spat a line of blistering, boiling acid through the sky.
Retriever (advanced to 30 hd)+ 2x Vrocks
Carceri: Other encounters
Fetid Wind: The almost constant breeze of this orb picks up and quickly turns into a gale in matter of minutes. Nothing you haven’t experienced before – if it wasn’t for the fact that these winds seemed to be laced with Styx waters and other fetid compost from the swap… The wind blows for 2d4 hours. Non-natives must make a DC 20 Fort save or become nauseated during the storm and for as many hours as the storm last later.
Fortuitous Find: Something sparkles from the muck of the swamp and catches your eyes. Characters find a finely crafted Ring of Regeneration. However the item is cursed. After wearing the item for 24 hours the wearer becomes possessive and obsessed with the item and will not give it up for any reason. However the ring will randomly teleport in to the possession of other party members or become “lost” and then turn up later. The owner immediately notices when it’s gone. If it has teleported to another party member the original owner is filled with rage and must make a DC 21 WILL save or fly in to a murderous rage attacking his fellow party member until the ring is given back, the party member is dead or the owner passes the save. If the item has teleported away entirely the owner must make a similar save or suffer a -2 to penalty to Wisdom until the ring is recovered or he makes his save. A remove curse spell will lift the rings effects.
Gehreleth Patrol: As SCHC
Insect Swarm: The fetid swamps are filled with stinging insects and gnats which annoy you to no end. So you are taken somewhat by surprise when the annoyance slowly builds into a swarm of stinging and biting bugs. There is at least one plague per character.
As Locust Swarm
Sunday Drive: Use this encounter near Skullrot or just to spice things up. A rakshasa out for a ride decides to play with the party.
Gigante: A great ebon skinned giant standing at least 15 feet high stalks the way up ahead. He has a spear the size of a tower and wears the skin of the largest tiger you have ever seen as a headdress and cape. Otherwise he wears only a loincloth made of crude leather and animal furs. This is one of the 100 gigantes. They hate the Olympians and their minions and they live to destroy them. They are allied with the Titans. They are a melancholic race and are generally only roused to anger if they suspect one of the characters serves the Greek pantheon in any way. Use the statistic for the Blackstone Gigant FF pg. 21 without the construct traits. Alternatively you can apply the Epic level Paragon template to a giant (see below).
Risinus enjoys playing riddle games. If the mood strikes him he may use a riddle to provoke a fight or spare the party. Two examples include:
The beginning of eternity
The end of time and space
The beginning of every end,
And the end of every place.
Answer: E
No sooner spoken than broken
Answer: Silence
Risinus: CR25; Huge Giant (Elemental, Gigante); HD 19d8+114 plus 228 (Giant); hp: 657; Init +2; Spd 105, Swim 75;
AC: 58 (Flatfooted:49 Touch:34);
Atk +51 base melee, +39 base ranged;
+58 (4d6+48, Greatspear); +39 (2d8+31, boulder);
SA: Spell-like Abilities Call Lightning 15 1 Chain Lightning 15 1 Control Weather 20 2 Levitate 20 2 ;
SQ: Rock Catching (Ex), Freedom of Movement (Su), Water Breathing (Ex); RF: Skills and Feats: EHD calculated as if large creature, Ignore weight penalties for gear when swimming;
Resistance: Fire/Cold 10, DR: 20/Epic, SR: 23, Fast Healing 20.
AL: CN;
SV Fort +29, Ref +26, Will +26;
STR 54, DEX 29, CON 38, INT 31, WIS 31, CHA 30.
Skills: Climb +32, Concentration +32, Jump +36, Perform +27, Spot +28.
Feats: Cleave, Combat Reflexes, Great Cleave, Power Attack, Simple Weapon Proficiency, Sunder, Awesome Blow, Blowhard
Possessions: Greatspear, legendary dire-tiger headdress (+5 AC)
Risinus is the grand sire of many storm giants. However his time in Carceri has drained much of his care-free spirit.
Spell-Like Abilities: Once per day Risinus can call lightning as a 30th-level druid and use chain lighting as a 30th-level sorcerer. Twice per day a Risinus can control weather as a 35th-level druid and levitate as a 35th-level sorcerer. Save DC is 25 + spell level.
Freedom of Movement (Su): Storm giants continuously have freedom of movement as the spell.
Water Breathing (Ex): Storm giants can breathe underwater indefinitely and can freely use their spell-like abilities while submerged.
Rock Catching (Ex): Risinus can catch Small, Medium-size, or Large rocks (or projectiles of similar shape). Once per round, a giant that would normally be hit by a rock can make a Reflex save to catch it as a free action. The DC is 15 for a
Small rock, 20 for a Medium-size one, and 25 for a Large one. (If the projectile has a magical bonus to attack, the DC increases by that amount.) The giant must be ready for and aware of the attack.
Curse of the Gigante (Ex): All Gigantes have an extraordinary power with an equivalent drawback. Risinus can add +1d8 of damage per round up to a maximum of 5d8 while in contact with the ground (that is standing up not prone). If he losses contact for whatever reason, even momentarily, his next and subsequent attack damage are halved until he regains contact.
Shambling Mountain: As you move across an area particularly thick with undergrowth and hedgerows an earthquake strikes almost knocking to you off your feet. Shortly after there is another short shockwave. At this point characters with survival can make a DC 20 check to determine that something is terribly wrong and that’s not an earthquake. Then without warning are are lifted and flung of your feet as the land beneath you rapidly rises. This wasn’t an earthquake – it was a monster being awakened by your footsteps from its torpor! Characters who failed the survival check are thrown prone and surprised. Those that make the save are not surprised and can make a DC 25 Reflex check or DC 16 tumble check to land on their feet. The colossal monstrosity before you looks like heaps of rotting vegetation but you can make out a vaguely humanoid shape to its 25’ height.
Shambling Mound (advanced to 24 HD)
Molydeus Commissar (EL 19): An old acquaintance revisits the party. The Molydeus is fairly stealthy and will definetly try to surpise the party if it can. This is the same “recruiter” they encountered in Occipitis (Planes a funny place, eh?) which tried to shim-sham them into the very battle occurring on Carceri at the moment (see the “hamburger hill” encounter).
From behind you, you hear a siblant voice say “Well, well, well. Looks like our recruits had a change of heart and want to fight anyway!” as you turn around you see gigantic figure standing some 12 feet tall and wielding a massive great axe carved with jagged runes and a glittering red ruby set into the base of its shaft. The fiend has crimson skin, clawed hands, and the head of a leering hyena with silver eyes and great slavering fangs. A writhing snake protrudes from the side of its neck, coiling and hissing menacingly. The wolf head responds by saying “Their last donation didn’t go very far did it? Time for them to walk the walk. No one likes war financers anyway”. The snake laughs as if that’s the funniest thing it’s ever heard. The snake then says “Sso, ready to make another donation or do you want to join up with the greatesst tanarric horde ever created and win glory and so fourth for the Abysss!”
This encounter is purely setup as payback for the party. They still have the option to negotiate their way out (2k gp each in money or items will get the molydeus of their back as will information about baatezi movements or tanar’ri deserters).
Zuthnagoti, MOLYDEUS CR 19
Hamburger Hill: This is particularly good encounter for those random teleporting types who tend to say “We teleport 1000 miles that way” like my players love doing. Or if a miss-chance is rolled up. Could also be used as the spot a gate spell deposits the characters when they first arrive. As the normal feeling of a teleport (the biting cold, the blackness and so fourth) takes hold and the murk of the moor disappears you can hear the clamour of war a split second before your new environs phases in to view and slowly takes shape. As you appear a top a hill and seemed to have dropped right into the middle of a battle of some kind. Baatezu and tanar’ri are sprawled before you as far as the eye can see. As the chaotic tanar’ri horde smashes like a wave into the ordered spear lines of the baatezu - the smells, sights and sounds of battle are almost overwhelming. Around you a dumbfounded squad of a trio of hamatula or barbed devils, who are finishing off a contingent of fiendish hill giants and planting their standard to claim the hill for the glory of the Nine Hells when you pop into existence in the middle of them…after spending days taking the hill they are NOT amused by your arrival. The baatezu assume the party is a tanar’ri counter-attack and set upon the party immediately. They have fought for days to take this hill and refuse to give it up without a fight. The other tanar’ri and baatezu assume the same thing. Every wave of baatezu destroyed provokes a cheer from the tanar’ri forces. However the waves never stop and become increasingly more difficult until the party escapes or are destroyed.
Terrain: The hill has three steeply sloped sides and a 30-foot-high cliff face on one side of the hill. The slopes lead up to a 30’ radius domelike summit. The tanar’ri have gone to a lot of trouble to place blessed and silvered green-steel spikes around the base of hill which should bypass most baatezu damage reduction. Which is one of the reasons they send in mostly mercenary forces at first. The spikes act as a fraise making charges or attacks from below more perilous.
Fraise: May move at half-speed with out ill effect. Any fast risks impalement each round. 1d4 spikes attack each round with a +10 attack modifier dealing 1d8 (x3) damage.
Tactics: The three remaining barbed devils attack immediately. They should not really present a problem for the characters. After they are downed the players have a short breathing space before the next wave hits as the baatezi respond to the new “tanar’ri” threat. The Tanar’ric horde is one mostly composed of Grazzt’s forces while the Baatezi Brigade is that of Bel’s.
• x Hamatula (EL ?): There is one Hamatula per character. They attempt to hold person, produce flame and then rend the characters.
• 5 half-fiend Ogre Brutes (EL 12): The ogres swoop down from above on the characters. They open with unholy blight then rage and have smite good active (just in case). Stat block reflect this. If any hamatula survives they also drop darkness on the characters. These half-fiends are the spawn of Whip-lash.
• 4 Hill Giant Brute Mercenaries (EL 13): The brutes pelt the characters with boulders from 100’ away.
• 10 troll hunters (EL 18): The Sisterhood of Spite, a local troll tribe from the nearby swamp has been pressed ganged into service. The all female troop charges through the fraise heedless of the damage.
• 2 Fire giant soldiers and 10 barbazu (EL 15): They move cautiously through the fraise. The barbazu have produce flame active and fly into a battle frenzy as soon as they get close.
• Strike Team (EL 15): 1x gelugon, 2 x osyluth, 8 x barbazu: This group teleports directly into the midst of the party.
• 1 Cornagon (EL 20): Eventually one of the command staff will seek out the characters – a cornagon named Whip-lash. He already has his buffs up and will open with spell like abilities from 100’.
The Bastion of Last Hope
OUTSIDE: Bastion squats far back in the mountains of Othrys. It's made of black, igneous rock that seems to soak up the reddish glow of Carceri. Though the tower doesn't reflect the red, the light lends the Bastion an aura of brooding menace. From certain angles, the Bastion resembles nothing so m u g as a huge, squatting toad. The only visible entrance is through the toad's mouth, and its low-set eyes serve as the watch posts for the guards.
INSIDE: Inside, the decor's black, dank, and dark. Precious little light shines within these walls, because it seems the Anarchists don't really want any shed over their plans and their identities. Most people wandering about, in particular all of the vendors, wear masks of one type or another – some straightforward half masks, other more elaborate party masks including carnival animals like dragons, birds and so fourth. Seems only the visitors are not wearing masks. Though there are white robed figures wandering about, monks of some type perhaps, whose faces are fully uncovered.
Can purchase most goods at double the listed price up to 40,000 gp limit.
Ferrous Sled: This is the preferred method of travel among those who cant provide their own power. It’s a sled a body can stretch out on, guiding it by body weight and the rails in front. The sled never touches ground; its made of a lodestone specifically tailored to a layer, an so it repels itself against the ground. All a cutter needs to do is jump on and push off: gravity does the rest. Holds 500 pounds of person and equipment, measuring 6 feet long and 3 feet wide.
2000gp
Information: After making a DC 20 Gather Information check and spending 2kgp they locate someone who has a lead on a source of information. A brawny tiefling named jinx with many blades at his belt says he will contact them within 24 hours with the information they need – for a fee.
Within the next 24 hours a passer-by surprtiously pushes a note into one of the party members hands. The note reads “Come to the Drunken Berk at midnight”.
The bar is a rowdy tavern relatively easily located in the labyrinthine like tunnels of the Bastion. Jinx is easy to spot sitting at a large side-table by himself. Once you are seated he orders everyone a drink. Then says “Kimfu is the blood you need. She knows all sorts of esoteric information like what you are after. Unfortunately getting that kind of information ruffled the Hardheads feathers – she was thrown into Blackmaw just yesterday. At least it’s not the Vault – no one comes back from that place. However I think we can help each other out. Kimfu is one of the Anarchists best operatives. Blackmaw is located on Carceri. Not far from here in fact. If you can bust her out of prison the information we have on Adimarchus is yours. Deal?”
What is Blackmaw? “See the hardheads – that is the Harmonium – tried rehabilitating prisoners on Archon. They thought sticking all the chaotic berks on that good plane would naturally make them right thinking. Didn’t work. They had so many chaotic, crazy and evil berks up there that the layer shifted to Mechanus. Its very bad when you are responsible for such a calamity. They have been looking for another layer to claim back for a while now. One of the targets is Carceri. One of their rehabilitation pens is Blackmaw. Run by a monastic branch of the Harmanium simply known as the Sentinels”.
Jinx is more than happy to put the Anarchists resources at the disposal of the party. He can arrange to have them imprisoned. From that point it’s up to them on how they get themselves and Kimfu out. But there are two points they need to bear in mind – the only way out of Blackmaw is to become a Sentinel or death. No one is ever released from there. Two in her colourful carer she has offended not just the law-lovers of Sigils but other powerful groups – including the Shadow Thieves. An assassin’s guild based out of Sigil. Rumour has it they run their operation out of Blackmaw. It’s only a matter of time before they off Kimfu…
Leads on to Chains of Blackmaw.
Chains of Blackmaw
Changes to Blackmaw: Each cell has to magical wards – one is a sigils of static (which prevents prisoners from communicating non-verbally, CL 9) and another is a sigils of suppression (which prevents spellcasting as a Globe of Invulnerability, CL 11). Finally all prisoners have a tattoo of dimensional lock (CL 15) placed on them to prevent any kind of magical movement like plane shift and teleport. The tattoo is placed on the left shoulder blade and looks like a pair of shackles.
Inhabitants are a bit more esoteric than those listed in the module. Includes more planar races. However humans are still make up the majority of the inmates. Use Dungeon #130.
Kimfu Manderholm replaces Karl Manderholm. Kimfu happily passes on the information she knows once she is sprung from the prison. “I’m grateful to you berks for springing out of the birdcage. Ill happily tell you everything you want to know about anything I know. Theres more information rattling around my brain-box than drink in a bubber’s soul”. She can tell them that the name of the prison is Skullrot but it is heavily warded and protected from location magic of nearly any kind. A few people know the location – Grazzt for one and the gaolers of course. But the only person likely to tell them where it is exactly resides at the planar touchstone known as Harrowfall. An ex-lieutenant of Adimarchus called Byakala. She was imprisoned here by Adimarchus on the eve of his own imprisonment. Ironic isn’t it?
SKULLROT
Approaching Skullrot: Play out the encounter with the Thunder-beast as described. However give the players an alternate route into Skullrot. Skullrot sits atop a small black mesa with no visible way up – no stairs or such. The characters can climb (which will take hours). Fly directly to the door or search for another way in.
Fly: This is the easiest and safest way. Though try and dissuade them from this course if you feel they need the XP before entering Skullrot. Before arriving at Skullrot mention them spotting a murder of vrocks roaming about. Probably from the tanar’ic horde at Hamburger Hill. Make it large enougth to scare them. If they insist on flying anyway let them spot a cave entrance (see below) or spring the “Sunday Drive” encounter on them as they approach the Skullrot.
Sunday Drive: Turning visible at the last possible moment as it dove screaming out of the void, a green skinned, thin winged beast careened towards the group with a mind-piercing shriek. Seated upon its back in a cushioned saddle sat a richly robed, tiger headed humanoid. Before they could react, the Rakshasa loosed a spell from a wand in one backwards-pawed hand and its Yrthrak mount bellowed a cone of deafening sound.
A tiny flaming bead closed the distance between you and your attacker, growing larger as it speeds towards you before exploding in your midst with a pyroclastic roar.
Kahtry the Rakshasa is visiting from a material world known as Ebberron. He is seeking a titan known as Crius for advice. The odds are if the players don’t kill him Crius will turn him to mush. In either case his arrogance is his undoing. By the time Kahtry attacks he has observed the party for a while and buffs before battle. Both he and his mount have the following buffs active and part of the stat block: Displacement, blur, heroism (mount only), mage armour, shield, bear’s endurance and resistance.
Kahtry the Rakshasa + advanced Yrthak mount
 
Climbing: If the players decide to climb they have a whole days work cut out for them. Multiple DC 25 climb checks will need to be made. The mesa is rough but there are handholds. However it is slippery from the nearly constant rain in this area. Also the Carcerian Spider that lives in the cave will emerge and attack them using its climbing ability to its full advantage. Getting to the base of the mesa will also provoke the Thunderbeast Behometh.
Carcerian Spider: CR 18; Huge (Abberation, outsider) ; HD 15d10+75 (Magical Beast) ; hp 160; Init +6; Spd Climb 20, 40; AC:20 (Flatfooted:20 Touch:10); Atk +20 base melee; +22/+17/+12 (2d6+10, Bite); SA: Smite Good +15 ; SQ: Regeneration 5, Darkvision: 60 ft., Low-light Vision, DR: 10/Magic, SR: 20, Resistance: Fire/Cold/Acid: 10; Immune: Electricity, AL NE;
SV Fort +14, Ref +13, Will +6; STR 25, DEX 20, CON 20, INT 7, WIS 13, CHA 10.
Skills: Climb +25, Jump +11, Move Silently +10.
Feats: Ability Focus, Improved Critical: Bite, Improved Initiative, Improved Natural Armour, Improved Natural Attack: Bite, Lightning Reflexes.
This vaguely spider-shaped creature is composed entirely of webs, except for its eight spider like eyes and razor sharp fangs. The webbing the party finds is shed from the creatures body. The Carcerian spider depends on surprise and brute force to bring down prey as it does no have any poison or web capability. When it dies its body instantly decomposes leaving behind 8 50gp onyx gems (eyes) and its monofilament fangs.
Monofilament Fangs (Ex): The fangs of a carcerian spider bypass all armour bonuses and damage reduction. Effectively striking against the touch armour class of prey.
Adhesive (Ex); A carcerian spider is extremely sticky. Failed attacks result in a DC 20 reflex save or the attacker’s weapon is stuck fast to the spider and yanked out of their hand. DC 20 strength check to remove a stuck weapon. However the weapons disappear into the ethereal when the spider phases out.
Split (Ex): Slashing and piercing weapons do no damage to a carcerian spider. Instead the creature splits into two identical spiders, each with half the originals hit points. Once reduced to 10 hp component spiders it can not split any further. Once a prey has been killed the spider will spend a few minutes reforming before devouring its target.
Regeneration (Ex): Fire does normal damage to a carcerian spider. It can also reform from its component parts (or reattach/regrow lost parts) in 3d6 minutes.
Ambush (Ex): Carcerian spiders can phase out into (and back) the ethereal once a day to stalk, surprise and attack foes. It can use this ability as a free action.
Electrical Discharge (Su): Generally a Carcerian spider’s lair is covered with webbing. This web is shed from its body as it moves around its lair. This webbing is extremely conductive to electricity. Once a day as a standard action the spider may generate an electrical discharge affecting everyone in contact with the web as if struck by a lightning bolt of 10d6 damage. The Reflex DC for half damage is 16. Which includes a -3 penalty due to having nowhere to jump to. It can also use the discharge if it is grappled. Otherwise this attack is useless outside its lair.
 
Cave: The caves are a labyrinthine until themselves. The characters will get hopelessly lost quickly. However soon after entering they meet a petitioner named Garrett who is willing to guide them to the top – for a fee. He will pretty much take anything as payment as he plans on betraying them to the Carcerian spider and picking their bones clean. “Follow me and I’ll see you to the top.” He said, gesturing to one of the passages. “Trust me, I know these caves.” He will make helpful comments along the way to ingratiate himself like “Turn right up ahead” and “And watch for the loose rocks. They tend to collect there from the shaft above.”
“Just up this tunnel the rock will start to change colour.” He said. “At that point you’ll only have a short way to go before you reach the top, and we’ll be parting ways.” Soon enough the rock shifted from white, water smoothed limestone to a rougher stone discoloured by the influx of acids and organic compounds from the swamp above. The passage angled up more and more as they progressed, and eventually their guide paused and motioned them on.
“There you go.” He said. “From here it’s a straight shot to the top.”
Ahead in the darkness, their voices bounced off of the walls and carried far ahead of them
The Carcerian Spider: As they continued their climb, they quickly began to notice tatters of thin, gossamer material on the floor of the passage, and strands of gooey rope-like silk on the ceiling and covering smaller side passages.
A soft scuttling sound echoed through the caves, muted by the presence of the webbing. Something was out there, following them, likely hedging them into specific tunnels as they found others blocked by webs.
Carcerian Spider