
Crust |

I made Ilthane's lair bigger and populated it with draconic lizardfolk, draconic kobolds, and more dragons. I had the following to say a while back. Maybe it'll help:
I wanted to beef up Ilthane’s presence in the campaign, so I thought I’d give her a different lair. The appearance of Ilthane made me think of Onyx/Khisanth from the 2E Dragonlance module Dragons of Despair (based on part of the novel Dragons of Autumn Twilight). I’ve always loved the module, and it’s been ten years since I ran it last, so I thought Ilthane was a great excuse to dust it off (which I love doing). I wanted to put Xak Tsaroth on the western edge of the Lizardmarsh, right along the Sword Coast, and make it Ilthane’s lair. The image below says it all. Imagine Raistlin (the red-robed wizard under Onyx’s claw) replaced with Allustan, and you have my inspiration:
Onyx and Raistlin/Ilthane and Allustan
Here’s what I’m working with:
-The ruined city is an ancient temple of Akadi, built and inhabited by Wind Dukes centuries ago (thus the discovery of Ilthane’s Rod piece). The architecture is very similar to that of the Whispering Cairn.
-Ilthane’s draconic brood call themselves the Blackclaw Tribe, and each member has some black dragon blood (draconic template from Draconomicon) in his/her veins thanks to breeding and magic. It was one of their finest, Shukak, who cowed the Twisted Branch into submission… and was later slain by the PCs, earning the tribe’s everlasting hatred.
-Ilthane is a mature adult black dragon who has recently been blessed by Kyuss. She is able to use her corrupt water ability to turn 10 cubic feet of water into 10 cubic feet of Kyuss worms 1/day. This allows her to turn newly-laid eggs into “Kyuss bombs,” hurling perhaps one or two of the precious eggs as grenade-like weapons, splattering Kyuss worms in a 20’ radius.
-Several meters from the crumbling entrance is a bog 50’ wide and 5’ deep that is completely filled with Kyuss worms. Slaves (often regular lizardfolk, currently survivors of the Twisted Branch) are scooped up by one of three tendriculos and dunked into the bog to drown in Kyuss worms, rising as spawn soon after. Dozens of spawn flounder in the muck and wade across the shoreline. The tendriculos tend the spawn, hemming them in and often destroying any who stray too far.
-Regular lizardfolk slaves are penned above ground and shuffled below to work the ruined sections of the ancient city. They wind up either as spawn of Kyuss (to be used to take over the Lizardmarsh and them move on Blackwall Keep, Diamond Lake, Daggerford, etc.), or as food for Ilthane and her brood (after a good pickling, of course).
-Scores of Blackclaw lizardfolk (black draconic lizardfolk) lair with Ilthane, serving and protecting her with their lives. There are also dozens of Blackclaw warriors (black draconic lizardfolk warrior 6) who act as the shock troops of the tribe. In all, enough to throw one, maybe two mobs at the PCs (mobs are detailed in the DMGII, like swarms but with humanoids).
-The Blackclaw lizardfolk are served in turn by their lesser cousins, the Blackclaw kobolds (black draconic kobold). Blackclaw sneaks (black draconic kobold rogue 6) act as skirmishers for the Blackclaw warriors, often flanking whatever intruders the warriors engage and spotting intruders early.
-Women and children are housed below, including a harem of prize females that only the lizard kings can touch, and it will be interesting to see whether the PCs slay them or let them live (as some of them will be neutral, though not most).
-Six lizard kings (male half-black dragon/half-lizardfolk barbarian 10) vie for power amongst Ilthane’s brood. They are Ilthane’s finest, one of which was Shukak (mentioned above). Three often remain aboveground overseeing slave arrivals, while the other three remain below with Ilthane, serving her needs personally.
-Over a dozen shamans (male and female draconic lizardfolk adept 6) act as seers, advisors, and healers to the tribe. They also tend to the egg chambers.
-The shamans are led by the Black Shaman (hermaphrodite half-black dragon/half-lizardfolk warlock 9), who is thought to be a prophet of Semuanya and the sole reason the merging of dragon and lizardfolk is possible. The hermaphrodite is in fact the one who knows the dark process of planting a Blackclaw lizard king's seed in Ilthane (yielding Blackclaw lizard kings) and a male dragon's seed in a Blackclaw female (creating Blackclaw warriors and lizardfolk). The shamans tend to the egg chambers as well.
-The Black Queen (female half-black dragon/half-lizardfolk sorceress 9) works with Ilthane, using brew potion to help create Kyuss slow worms, spawn of Kyuss, and Kyuss eggs. She is sister to the Black Shaman, though both scheme against one another.
-Three male suitors (adult black dragons, each with their wings bitten or torn off) scrape and grovel before Ilthane. They defend their mistress to the death.
-Thirteen black wyrmlings lair with Ilthane in her treasure room. Should any one of them die, Ilthane forgoes spells and devotes her full physical attention to the slayer (if prudence allows).
-Ilthane’s hoard is in a strange state of order for a chaotic black dragon. Coins are neatly stacked, magical items arranged on pedestals, chests and trunks lined up, etc. etc. This is due to the Rod piece that Ilthane vainly clutches (I went with piece #5). Ilthane's treasure represents the combined hoards of one mature adult and three adult black dragons, as she basically beat each male into submission and claimed each hoard as her own.

armnaxis |

I made Ilthane's lair bigger and populated it with draconic lizardfolk, draconic kobolds, and more dragons...
Nice! Sounds very cool indeed.
IMC, I just beefed her up a tad while keeping the original pacing (encounter at whispering cairn). I made her Huge (mature adult), gave her the elite array, upped further Dexterity to a total of 18, and gave her the feats Combat Reflexes and Large and in Charge. Which freaked the PCs out a bit :) She was later caught in a forcecage, but fun and glory both were had.