The Serpent Tower: and OSR Conan mini-adventure FINISHED

Finally...

Finished the Serpent Tower mini-adventure found here.

Featuring my horrific maps. 😀

Hyborian OSR: Guardians of the Tower: Mog'thaur and the Stygian Man-Serpent

Working on the Serpent Tower room descriptions.
Also working on tomorrow's game.
Here's two of the Tower Guardians to tide us over while I input data.

Mog'thaur, Guardian Demon of the Treasure Vault
Hd 8, LE
Hp 48
Ac 12
Hit +8
Save 10
Ten feet of slimy netherworld flesh and bone; part ape, part crab, and part frog. Mog'thaur came under the control of the Prophet in the past before the journey north. He is bound to protect the treasure vault on this floor. He cannot attack members of the cult but any strangers will feel his pent up wrath and hunger.

Mog'thar has darkvision out to 60' and can cling to walls and ceilings like a massive slimy spider. He uses the darkness in the chamber to his advantage, hiding in the shadows on the ceiling or walls. He is large enough to grab an unsupecting victim while clinging to the ceiling, lunging out of the dark and surprising foes automatically or on a 1-3 on a 1d6 if they have a torch or lantern. Once he reveals himself he disregards stealth attacks the intruders savagely with two claw attacks (1d4 damage each.) If both claws hit the victim must make a Strength check with a four penalty or be drawn to Mog'thar's maw for an additonal 1d6 bite damage.

He will fight to the death as he is bound too. He can be hit with normal weapons but regenerates 3 hit points per round with the exception of fire.  If not burned when brought below zero hit points he will revive even from death. A favored trick of his, when depleted of hit points, is to play dead when he revives, waiting for an opportunity to attempt to attack from surprise. If he is dismembered his parts will send tendrils of flesh out to each other and his body will rejoin within two rounds. If his parts are separated by walls or distance the limbs and head will die off and new ones will grow from the bulk of his fetid body. If dismembered and/or beheaded his head can still bite and his claws can still.......claw until the parts are rejoined. Each gets a separate attack doing 1d4 damage.

Stygian Man-Serpent, Haunter of the Tower
Hd 10, LE
Hp 65
Ac 15
Hit +10
Save 8
Move 150'/50'

The Man-Serpent is 20 feet of black scaled death, a snake's body topped by a slightly alien yet strangely beautiful human face. The creature was summoned by the Prophet as a guardian to the tower and moves freely through the well shaft at night, stalking careless slaves and guards for sport and food. It lairs on the seventh level.

The creature is a master of stealth. It can see in the dark up to 90', can hide in shadows and move silently as a thief with an 80%, and can climb walls with a 95%. If it achieves surprise the Man-Serpent gains a gains a +4 bonus to attack.

The most dangerous ability of the creature is its ability to charm a victim with its powerful gaze and its haunting alien voice, beckoning the victim to come to it. It will speak in Old Stygian but a victim will understand the words in his mind. A Saving Throw is allowed. If failed the victim will come towards the Man-Serpent, entranced by its eyes and voice, and vulnerable to its attacks. The Man-Serpent gains a +4 bonus to attack a charmed victim. If the victim succeeds on its Saving Throw it is immune to the creature's charm attack for 24 hours.

It can attack with its fanged bite for 1d4 damage and attempt to wrap its body around a target for 1d6 crushing damage. Once wrapped a target must make a Strength check with a -4 penalty or take automatic crushing damage each round. A victim is allowed this Strength check each round on his turn to break free. If attacking from surprise or while the victim is charmed the Man-Serpent wraps the throat of its victim on a successful hit and does 1d8 damage per round. It is limited to one victim per round with its crush or strangle attack.

The Serpent Tower: and OSR Conan mini-adventure

Recently ran this one for the guys.
A fairly straight forward tower ransack which can be complicated with stealth in the town, negotiations, etc.

Tower of the Serpent
Shem, a dozen leagues East of Nippr.
The edge of the Great Eastern Desert.

The Prophet and the Town
A desert prophet of Set has come out of the South and taken up residence in the small trade town of Baghera a small trading town near a waterhole on a trade caravan out of Nippr.

He has brought a fabled artifact, the long lost gem known as the Eye of the Serpent. The prophet Anumen has gathered a large cult of followers in his wake including three powerful warriors, his Champions of Set. With the aid of these men he has taken over the town as a base for his Setian cult.The villagers tried to press back but a small purge and murder of those most vocal against the Prophet silenced the rest. They quietly watched as the Prophet's tower was built and sacrifices to Set were begun. First with slaves, then volunteers among the cult, and lately with townsfolk who are not yet in the cult. Many have been converted to spies for the cult with bribes and addiction to lotus passed out in the mandatory sermons. The cult tried to take over the nearby waterhole but the desert nomads kept them from doing this. Trade has now ceased in the town. Caravans avoid it, stop at the waterhole for a small refreshment and head along the trail. The town is dying, slowly.

The men of the village have had enough. An underground resistance has been formed led by the headman Sezrak and his son Musara. The men involved believe they have enough loyal men to put up a fight if the Prophet and his Champion are killed. To this end they are looking to hire mercenaries capable of entering the tower and carrying out the assassinations. They have sent out Musara to find such men. His leaving Baghera was not unnoticed........

The PC's
....are fleeing on foot on the edge of the desert. They and their mercenary companions were ambushed by a Zuagir warlord crossing the desert. They were the only survivors and escaped  Southwest across the sands with no horses and few provisions. They have been walking by night and sleeping by day for nearly five days now, out of food and down to less than half a nights water rations.

As they make camp for the night they hear cries and the sound of horses approaching.
⦁ Musara is being chased by guardsmen on horses and cultists on foot and they have caught up to him amidst the PC's camp.  The guards were lagging behind as they had to prepare the horses for the chase.

If the PC's do not initially want to help Musara:
⦁ He will offer them rubies.
⦁ The guards and cultists will attack everyone in a fury. They will fight to the death filled with fanatical fury for their master, a Prophet of Set.

Musara is not a fighter. He will cower behind the PC's untl the attackers are dead or defeated.
Grateful for not having to travel a long distance for mercenaries the  young man has an offer. As it turns out they are only a few leagues from Baghera.
⦁ He will pledge10 gp in rubies per PC to come to Baghera and meet with his father, the headman of the village who wishes to hire them for a job.  He is carrying nearly 50gp in coin and rubies which can be distributed to PC's.
⦁ He will not be more forthcoming. They must go to the meeting to get more rubies and details.

Baghera
As the PC's approach the town the land becomes rocky hills mixed with scrub grass and a bit of sand. Over one hill they see the trading town with the nearby waterhole and a tall tower adorned with statues of Set at its top.

The PC's are to enter the town and make their way to the Bull of Heaven tavern under the cover of darkness. Still loyal guards are bribed by Musara to let them into the town.
(False: they are cult spies and alert guard captain Amshar as to their presence.)

The Bull of Heaven Tavern

At the tavern the PC's meet half a dozen cloaked nomands and townsmen in a dingy back room. They are led by Sezrak. After receiving food and drink and being paid the rubies that were promised Sezrak begins his pitch:
⦁ He describes the prophet and his taking over of the town (see below.) He describe the large purple jewel the priest wears. (Those with the proper knowledge skills or background can make a skill or Intelligence check to recognize it as the Eye of the Serpent.)
⦁ He estimates that with the taxes taken by the cult and tithes collected there must be at least 5000 gp in coins, jewels, and other treasure in the tower. At least. He and the others wish the PC's to enter the tower and kill the Prophet and his three Champions. In return they offer the PC's 10% of the liberated loot (they can be negotiated up to 20%.) They are also offering the large jewel the Prophet wears as well. They figure it is at least 5000 gp by itself but they want no part of it. Their superstition and fear of Set is strong.
⦁ To aide in getting the PC's into the tower Sezrak has gathered a force of 50 willing Kinsmen who owe him favors. The nomads are poised in a hidden camp in the hills North of the town. When a messenger is sent they will ride down and attack the town, drawing out the majority of the guardsmen in the tower. This should give the mercenaries a better chance at entering.

Sezrak, headman of Baghera 
Hd 3
Hp 18
Ac 13
Hit +3
Save 13
⦁ Scimitar (1d8), dagger (1d4), scale.

Musara, son of Sezrak
Hd 1
Hp 5
Ac 12
Hit +1
Save 15
⦁ Short-sword (1d6), dagger,  leather.

Village men/Nomads 
Hd 2
Hp 14
Ac 12
Hit +2
Save 14
⦁ Scimitar (1d8), dagger (1d4), leather.

Betrayal
After the PC's agree or back out there is a crash at the back door as guards attempt to break into the room with axes. As this happens a force of guards led by Captain Amshar enters the front. The treacherous guards alerted him and he has come to ambush and claim the heads of the mercenaries. With him are eight guards in the back of the tavern an eight more with him in the front. They are joined by Shumal, a Shemite archer and champion of the Prophet Anumen (stats in the Tower below.)
The PC's are trapped in the inn and no quarter is expected.

Captain Amshar and his guards are fanatics and will fight to the death.
Shumar the archer is not. He will escape if things go badly and try to alert his comrades at the Serpent Tower

Captain Amshar 
Hd 4
Hp 26
Ac 14
Hit +4
Save 12
⦁ Scimitar (1d8), long knife (1d6), mail, crested helm.
⦁ Samthar is a former pit fighter and is well versed in two weapon combat. He can attack with his scimitar in his right hand and his long knife in his left for two attacks per round with a penalty of -2 per attack. If facing a heavily armored foe he will forgo this and attack with a single weapon to maximize his chance to hit.

Guards
Hd 1
Hp 6
Ac 13
Hit +1
Save 15
⦁ Half-pike polearm (1d10 no 10' reach), scimitar (1d8), scale, spired helms.

AFTERMATH
⦁ If Sezrak or Musara survive the offer stands and one will go to signal the gathered nomads.
⦁ If the towns men are killed the PC's are free to leave or loot the tower on their own.
⦁ If they flee the town they will be chased by a large number of cultists and possibly a champion or two.

THE TOWER COMPOUND  
The yard has been cleared of rocks and other debris. Scrub grass grows in places not trampled down by the guard garrison.

The walls of the compound are of loose stone blocks piled twenty feet high and ten feet thick with a flat top for guards to walk. There are plenty of handholds between the stones. The walls are one hundred feet to a side.

The entrance in the south wall are two ten foot tall barred gates, crudely but stoutly made at the town smithy. They are locked from within with a stout chain and padlock. A designated watch sergeant on duty has keys and can be summoned to open them.

Structures inside the walls include:

1 Guard Barracks
Large stone buildings with open doorways and windows covered in canvas flaps. Each building has enough room to store the meager personal effects of up to forty guards. Trinkets, spare clothes in chests, etc. The guardsmen rotate shifts allowing 20 at a time can bunk in each building.

2 Armory
This open door stone building contains racks of spears, polearms, swords, and shields for the guards. Armor and helms are to be kept by themselves in the barracks.

3 Bone Pit
Filled with animals and human bones from past meals and sacrificial victims.

4 Kitchen and Pantry
The kitchen is a good sized stone and mud building with two shuttered windows and a wooden door with a simple latch. Inside is a large hearth and cauldron as well as a butcher's table, cutting blocks, cooking and butcher utensils, bowls, pots, etc. It is surprisingly very clean.

A small stone and mud pantry is attached to the kitchen. It has salted and dried meats, stacks of vegetables, flower and grain sacks, and casks of ale, water, and wine. Stacked to the rear is a pile of old wood and dried camel dung for cooking fires.

The cook and his assistants live in the town proper and are gone before the gates are locked for the night.

Lighting
The yard is illuminated with 4 large iron braziers. There are torches burning at the guard barracks, front gates, and at various points on the inner walls.

The Compound Guards
The Tower compound has a solid 62 man garrison led by Captain Amshar. If Amsar survived the tavern he will make his way here.

Two guards stand outside the front gate with light provided by two torches set into the walls. They stand between two ten foot tall statues of Set. Two guards per wall walk atop the west, north, and south walls with a torch and bow. Each guard on duty bears a ram's horn to signal trouble.

Amshar and 16 guards, accompanied by Shumal the archer, were sent to the tavern to arrest the conspirators and PC's. The standard 10 gate,wall, and yard guards are at their post. Four are guarding the slaves on level 2 of the tower. This leaves 32 guardsmen eating or sleeping in the two guards barracks.

If someone was alive and made it to the compound to report the tavern incident:
30 of the 46 remaining guardsmen will come out of the compound to find the PC's. The guardmen will beat, torture, and probably kill a few townsfolk as punishment and in attempts to get information. The Champions will remain in the tower to protect the Prophet and the priests. The tower will be on alert. The remaining 16 guardsmen will be set to guarding the gate and walls and four will continue to guard the slaves on level two.

If no one lived to report the tavern incident:
Guards will be on normal alert for about an hour before the guards on the compound walls reaize they have not seen the torch lighs of the patrol for a while. They will report to Timon who sends a 20 man patrol to find out what is going on. The remaining 26 guardsmen will be assigned as above.

If the nomads attacked the town to draw out the garrison:
All of the remaining guardsmen with the exception of two at the front gate, three on the walls, and two walking the yard with a war-dog each will come out to fight the raiders. The Champions will remain in the Tower to guard the Prophet and his priests. The town fight will be long and bloody with horsemen and guardsmen dodging across streets, piling up cover and forming spear walls to break up cavalry charges, and house to house combat.

Each guard is distracted from the nearby sound of battle and will frequently look towards the town leaving gaps in his assigned section of walls. DM's should adjust the chances of PC's trying to sneak over the wall accordingly with relevant move silently, hide in shadows, Dexterity rolls, and surprise roll bonuses for attempts.

Guards
Hd 1
Hp 6
Ac 13
Hit +1
Save 15
⦁ Half-pike polearm (1d10 no 10' reach), scimitar (1d8), scale, spired helms.

THE TOWER OF SET 
The tower is 105' tall, 40'x40' wide. Atop the tower, facing north and south, are two large serpent head carvings hanging over the rooftop, flames burning in the mouths. In the center is a 20' tall carving of Set painted in gold and scarlet that gleams in the son.

The interior walls are of 2' thick stone.
The interior rooms are 12' tall with 3' thick floors/ceilings between.

Stairs
All stairs curve along the interior wall on each floor. The stairsteps are each roughly a foot in height and five feet in width, extending up through five feet holes in the ceiling/floor up to the next level.
WIndows

Doors
Doorways are of thick vertical wooden planks banded horizontal with black iron bands. A pull ring serves to open each. Several are locked with a primitive iron slide lock and key. The chance to Pick Locks for these are at a normal percentage. They can be opened with an open doors check or bashed in with heavy chopping or bashing weapons. The doors each have 20 hit points. Forcing or destroying a door causes a LOT of noise and may attract attention.

Prisoner's Chains
The chains can be broken with an open doors roll (with a 1 penalty to the roll.) The manacles are simple to pick giving a +20% to Pick Locks or they can be hacked loose with 10 hp damage.

Dumbwaiter Shaft
A three foot wide shaft runs the length of the northwest corner of the tower. This well shaft contains a pulley system (located at the top of the tower) with ropes and buckets acting as a dumbwaiter in between floors.  It can be climbed easily thanks to the ropes and bracing in the shaft.

Columns
Random columns are in the tower. They are floor to ceiling and wrapped with carved snakes and demonic figures.

Damaging the Tower
The tower is only a year old and has not completely settled and the mortar for the stones was not of the best quality due to poor materials available. Any roll of a natural one has a 1 in 1d6 chance of hitting the tower in the cramped space. Damage is rolled. If 10 or more points damage is done a five foot portion of the floor or wall falls loose in a shower of broken stone and mortar.

1. Main Hall
The entrance to the chamber is through two stout wooden doors with iron bands and a large pull ring. They can be barred from the inside. A low flight of stone steps lead the doors. Two large windows are set in the west wall and are barred with thick wooden shutters.

The room is of tight fitting stone blocks, forty feet on each side, with a ceiling nearly fifteen feet tall. A large set of stone stair lead upwards on the east wall. Tapestries of read and black with silver thread line several walls depicting scenes from the gospels of Set.

The room is lit like the fires of hell from a large stone brazier of burning oil in the center of the chamber. Two more small braziers burn in the corners of the south wall. The smell of smoke, incense, and lotus is strong here.

Two scarred wooden benches dominate the center of the chamber. They are filthy with the refuse of food, wine, and blood.

A three foot tall throne dais sits on the north wall. Thin pillars of stone, floor to ceiling, sit in front of the platform. Three massive stone steps lead to the top of the dais. Twin fire-pots burn on each side of the steps. The stone throne is carved with the image of twisting snakes and two large snake heads form the armrests. On each side of the throne are two incense burners carved into the likeness of tortured man-like figures holding bowls. Two ten foot statues of Set flank the dais, stone carved and painted in vivid colors of greens, reds, and yellows.

A secret drawer rests in the side of the throne. It contains 8 platinum pieces and 10 gems worth a total of 230 gold. These to act as emergency funds in case the Prophet has to flee the area.
The drawer's catch is trapped with a poison needle. Those opening it improperly must Save vs Poisons. Failure is death, success is 20 hp damage.

The dumbwaiter shaft is open to this area but hidden by a dark red velvet curtain.

If the nomads attacked Baghera four elite guards are guarding this room.

If the nomads did not attack the four elite guards are lounging at the tables, drinking wine, and taking a break. Their weapons are sheathed and shields are nearby.

Elite Guards  
Hd 4
Hp 24
Ac 13, 14 with shield
Hit +4
Save 12
⦁ Battle axe (1d8), scimitar (1d8) dagger (1d4), scale, spired helms, shield

2.  Slaves Quarters
A flight of steps lead up the northeast corner. It is lit by a large brazier and a small lamp. Two pillars are north of center of the chamber.

The air is tinged with the smell of smoke, unwashed bodies, dirty laundry, and dog piss.

Area 1
This is a storage area with several stone stalls on the north wall. Lumber, tools, old crates, jugs, old clothing, and all manner of junk is stored here. A chamber pot sits next to the well on the northeast corner.

Area 2
The slave-overseer quarters. It is a squalid stone room with a wooden and iron banded door. A lamp burns on a hook outside of the door. Inside are three dirty fur and cloth pallets and several old chests and crates for furniture. A small statue of Set, empty wine jugs, and a few bits of personal trash sit on the chests and crates. Inside the chests are spare clothing, belts, a pair of ratty boots, and a variety of dice and other nick-naks.  Two spare spears are leaning against the northeast corner of the room. One of the guards has managed to save up 3 gp and 13 sp in a leather bag hidden in a loose stone under the bed on the north wall. The rest are gambling away anything they have.

Area 3, 4, and 5
Slave quarters. Each is closed with a locked wooden and iron door set with a small window of iron bars. One of the guards has a key to the slave manacles and the doors. Each of the cells is dimly lit from the light coming through the barred windows.

There are seven slaves spread between the two rooms in area 3 and 5. The rooms ard filled with sleeping pallets of old cushions, hay, and fur. They huddle in fear and hunger.

Area 4 is a punishment cell. Prisoners are chained to the walls, doused with cold water, starved, and whipped. There may be a special NPC or even a late to the game PC in here.

Four guards and the Prophet's Champion Samthis are playing dice near the large brazier. If not caught by surprise Samthis will attack those coming up the stairs in a fury trying to jam up the stairs. All are fanatics and will fight to the death.

Four large war-dogs are resting near the door to Area 4 and will attack at the slightest disturbance in the chamber. They are pets of Samthis and he often roams the compound with them.

The noise of combat is muffled by a tapestries over the entrance upstairs; no one will hear the battle and interfere.

The dumbwaiter is open on this level.

Slave Overseers
Hd 1
Hp 6
Ac 13
Hit +1
Save 15
⦁ Half-pike polearm (1d10 no 10' reach), scimitar (1d8), scale, spired helms.

War-dogs   
Hd 2+2
Hp 18
Ac 13
Hit +2
Save 16
Move 120/40
⦁ Bite (2d4)
⦁ Pack attack: every extra wardog attacking the same target nets a +1 attack bonus to all that are attacking. Maximum of +3 bonus (4 dogs.)

Slaves
Hd 1
Hp 4
Ac 10
Hit +1
Save 15

Samthis the Stygian, Champion of the Prophet

(The Champions of the Prophet are built with my Hyborian Classes, change as needed!)
Brute 5, NE

Hd 5

Hp 53

Ac 13 (scale armor), 14 with shield

Hit +4 melee, +2 ranged

Save 10

Str 17, Con 18, Int 8

Languages: Stygian, Shemitish

Abilities:

⦁ +2 to all melee and unarmed damage rolls (in addition to his normal Strength bonus)
⦁ He can choose to melee attack twice per round but
each attack is at a 2 penalty

⦁ Once per day per level  Samthis can summon his inner reserves of anger and rage to deliver a brutal strike. With a -2 to the attack roll but doing x2 damage (rolled and modifiers both.) If a natural 20 is rolled the modifier is x3.

⦁ Once per day per level Samthis can intimidate creatures with a total HD equal to his level. Lowest level HD creatures are affected first. The creatures must be able to see the Samthis' display of intimidation to be affected. The creatures are allowed a Saving Throw to avoid this effect. Those that fail suffer a –2 to all attacks on him. Most will flee; only the most determined will stay and fight.

⦁ +4 Saving throws vs Poison and Disease

Items:

⦁ Two-handed Tulwar (1d10+4)

⦁ Battle axe (1d8+4)

⦁ Scale armor, Shield

Samthis is a vicious killer come with the Prophet from the South. A former slaver he is a massive man and totally ruthless in a fight often charging at foes and overwhelming them with blows from his huge tulwar. He is an absolute fanatic and worshiper of Set. 

3. Champions Quarters and Armory
The stairs from below lead to a small landing with a small burning brazier. Immediately past the brazier on the east are the stairs leading up to the next level. A large crimson curtain to the south leads to a ten foot hallway and another crimson curtain. Beyond the curtain lies the quarters of the three Champions of the Prophet and the armory for the tower. A slight smell of incense and lotus lingers in the air.

A large plaster statue of Set and a pillar from floor to ceiling are in the main area of the room. Two more pillars stand in the dark northwest and north east alcoves. A brazier, sconces, and lanterns light various areas of the chamber.

Area 1 
A shrine to set. A small reception room with a burning torch in a sconce. The east side of the room is covered in a large black curtain with silver and gold embroidery of Set swallowing sacrifices. Beyond is a small room with a golden set idol (100 gp) on a alter covered with candles, incense, and other trinkets left as offerings.

Two priests are here praying to their dark god.

Priests
Hd 1
Hp 5
Ac 10
Hit +1
Save 16
⦁ Long knife (1d6), red robes, Set medallions.
⦁ One of the priests has his dagger dipped in a virulent green poison. It is only good for one strike. If he hits

Area 2
The room of Samthis the Stygian. A small unlit lantern is on the wall next to the unlocked door.
This spartan room contains a simple pallet covered with silk and fur covers and pillows. A chest contains spare Stygian clothing. Two barrels of water sit on the north wall. A small alter with a Set statue and smaller statures and trinkets to the other Stygian gods sits next to the pallet. Two spears, a spare shield, and a battle axe lean in the northwest corner.

Area 3
The room of Timon the Kothian. An unlit lamp with red glass panes hangs near the unlocked door in this long, thin room. Timon's sleeping pallet is of covered with tiger-skin and a simple neck support. A small leather pouch of 23 gp and 25 sp is hidden in his tiger furs. A crossbow and a case of 20 bolts leans on the wall next to the pallet. Various chests contain spare clothing, armor and weapon repair tools, and a few trinkets. Two casks of fine wine sit by the door. One is tapped and atop it is a 3 gp silver chalice.

A comely female slave is chained to the southwest corner. She is well fed and cared for and will happily run off if freed, trying to reach her nomad family she was kidnapped from.

Slave-girl
Hd 1
Hp 4
Ac 10
Hit +1
Save 15

Area 4
The room of Shumal the Shemite Archer. As with the others an unlit lantern is near the unlocked doorway.

Shumal's bed is of fine wooden frame and has a feather mattress and pillows. Open chests and tapped ale barrels line the walls. The room is a messy wreck with a scattering of filthy sweat and sand stained clothing, chicken bones, old plates, arrow shavings, spears, and other junk. Amid the filth lies a dead female slave chained to the wall on a dirty pile of of furs.  No coins or treasure is here. Shumal is paranoid and buries his stash of gems and coin near the village.

Amid the trash is two shemite bows and four extra quivers of arrows, 20 arrows each.

Area 5
The armory. The door is more heavily constructed than the other doors thus encounterred being covered in an iron barred portcullis over the wood and iron-band door. Both portcullois and door have a complicated key lock of Stygian origin. The key is round the neck of Timon and the Prophet has a copy as well. Two Pick Locks are required to enter, each at a 10% penalty due to the high quality. The portcullis and door are too heavily constructed to be forced, bashed, or chopped though.

The armory has racks of spears, swords, battle axes, hunting bows, and barrels of arrows. Several suits of copper scale armor (AC 16/+3) and iron cap helmets.

The dumbwaiter is open to the level.

Timon and Shumal (if he survived the tavern) may be here. If the compound is on alert Timon will most likely be upstairs with the Prophet and Shumal will be stalking the tower looking to target intruders, firing arrows and moving back up the stairs. If they are able to they will fall back if overwhelmed and fight the invading party upstairs. They will keep retreating, if possible,  to support other guardians upstairs and the Prophet himself.

Timon the Kothian, Champion of the Prophet
Warrior 6, LE
Hp 36
Ac 15 (brigandine)
Hit +5 melee, +4 ranged
Save 10
Str 15, Dex 13, Con 15
Languages: Kothian, Shemitish, Zamoran
Abilities:
+1 hit melee
⦁ +1 Ac
⦁ Follow through (one extra attack if first hits, must be within 5' of Timon)
⦁ Weapon expert (swords 1d10 damage, daggers 1d6 damage)

Items
⦁ Scimitar (1d10+1)
⦁ Dagger (1d6+1)
⦁ Brigandine , Iron helmet
⦁ Keys to treasure vault

A professional soldier and mercenary. Timon has honor and will gladly duel if challenged. In war he is merciless using any tactic to win. He will retreat if seriously wounded. 

Shumal the Shemite, Champion of the Prophet
Archer 3, NE
Hp 15
Ac 13 (leather)
Hit +2 melee, +3 ranged, +4 bows
Save 12
Dex 15, Wis 13, Chs 13
Languages: Shemitish, Kothian
Abilities:
⦁ +1 to hit with bows
⦁ No penalty for unstable platform such as a running horse, chariot, rolling ship deck, etc.
⦁ Range increment's for bows increases by 50 percent.
⦁ After aiming for one full round the archer receives a +4 bonus to his bowshot the next round. 

Items
⦁ Shemite bow (1d8, 150' range inc), 20 arrows
⦁ Shortsword (1d6)
⦁ Knife (1d4)
⦁ Leather armor, Iron cap

A former thief, Zaguir raider with a death sentence, and all around scumbag. Shumal is not a true believer in Set although he hides it well. He is a coward and is waiting to loot the tower himself and flee the cult. 

4. Treasury 
The stairs open to a landing blocked off with a black vevet curtain on the west. A hallway runs the length of tower to the south leading to a stairway upwards. The hallway has two columns along its length and is lit by a small brazier near the landing and a small torch and sconce at the end of the hallway.

Area 1
The black velvet curtain opens to a small area with a thick red silk curtain on the south. A dim firelight flickers  beneath the curtain and muffled chanting can be heard.

Area 2
The main hallway of this level. It is lit by a large brazier between two columns. A large red curtain covers half or the east wall.. Two large locked solid wooden and iron doors are on the west wall. Normal chance to Pick Locks or the keys that Timon and the Prophet have will open it. The doors can also be forced, bashed, or chopped open.

Four priests in their red robes and shaven heads are here, gathered around the brazier, chanting and inhaling incense tinged with lotus with eight cultists. They are slightly frenzied from the mixture and have a +1 to hit and damage.

Priests
Hd 1
Hp 5
Ac 10
Hit +1
Save 16
⦁ Long knife (1d6), red robes, Set medallions.
⦁ +1 to hit and damage.

Cultists
Hd 1
Hp 4
Ac 10
Hit +1
Save 15
⦁ Club or dagger (1d6), white robes.
⦁ +1 to hit and damage.

Area 3
This large room is empty except for cobwebs and five large barrels of fine aged Corinthian wine.
The 'vaults' were built large in anticipation of a growing treasure horde as the cult spreads.

Area 4
This large room is empty save for cobwebs and the mummified corpse of a large man with red hair and beard chained to the west wall.

Who is the mummified man? Possibly:
⦁ A noble who found punishment for angeringi the prophet and died a slow death of deprivation.
⦁ A ancient giant-king brough to the North by the Prophet. It slumbers.
⦁ A warrior slain and preserved for animation as a special guard or spell components.
⦁ A total mystery to not be solved.

Area 5
Behind the red curtain is a large dark chamber. The light from the brazier in Area 2 is not sufficient to light but half of the chamber.  It is lit enough to show the treasure vault door from Area 6.

Just beyond the edge of the darkness is a towering 10' realistic snake statue of Set painted in greens, reds, and golds. When the PC's come near enough to illuminate the statue with a torch or lantern they must make a Save or be shaken as they think it is a living thing. Whomever fails is shaken and all dice rolls are -2/-10% for 2d6 rounds.

Resting on the northeast corner of the room, near the ceiling, slithers Mog'thaur the guardian demon of the treasure. He sticks to the darkness of the room and attempts to attack any PC that comes below him and into this area. He ha a 10' reach, lunging out of the dark and surprising foes automatically or on a 1-3 on a 1d6 if they have a torch or lantern and are actively searching the area. If not he surprises on a 1-5 on a 1d6. Once he exposes himself

Mog'thaur, Guardian Demon of the Treasure Vault
Hd 8, LE
Hp 48
Ac 12
Hit +8
Save 10
Ten feet of slimy netherworld flesh and bone; part ape, part crab, and part frog. Mog'thaur came under the control of the Prophet in the past before the journey north. He is bound to protect the treasure vault on this floor. He cannot attack members of the cult but any strangers will feel his pent up wrath and hunger.

Mog'thar has dark-vision out to 60' and can cling to walls and ceilings like a massive slimy spider. He uses the darkness in the chamber to his advantage, hiding in the shadows on the ceiling or walls. He is large enough to grab an unsuspecting victim while clinging to the ceiling with his 10' reach, lunging out of the dark and surprising foes automatically or on a 1-3 on a 1d6 if they have a torch or lantern and are actively searching the area. If not he surprises on a 1-5 on a 1d6. Once he reveals himself he disregards stealth attacks the intruders savagely with two claw attacks (1d4 damage each.) If both claws hit the victim must make a Strength check with a four penalty or be drawn to Mog'thar's maw for an additonal 1d6 bite damage.

He will fight to the death as he is bound too. He can be hit with normal weapons but regenerates 3 hit points per round with the exception of fire.  If not burned when brought below zero hit points he will revive even from death. A favored trick of his, when depleted of hit points, is to play dead when he revives, waiting for an opportunity to attempt to attack from surprise. If he is dismembered his parts will send tendrils of flesh out to each other and his body will rejoin within two rounds. If his parts are separated by walls or distance the limbs and head will die off and new ones will grow from the bulk of his fetid body. If dismembered and/or beheaded his head can still bite and his claws can still.......claw until the parts are rejoined. Each gets a separate attack doing 1d4 damage.

Area 6
This large room contains the cult's current treasure horde. WIthin the cobwebbed room is:
⦁ 2750 gp in gems
⦁ 2323 gp
⦁ 10,390 sp
⦁ Various pieces of art, pottery, tapestries, silks, etc totalling 3085-ish gp.

The lock is identical to the Stygian armory lock. Pick locks at -10%. There is no portcullis or bars and the door can be bashed open with 30 points damage. Doing so is incredibly noisy and will catch the attention of the guardian demon Mog'thaur if he has not been dealt with previously.

Area 7
This large room is the lair of Mog'thaur. It is littered with broken furniture, shredded tapestries, shattered pottery and other debris. Gnawed human bones lie scattered about, old or sick slaves given to the demon. His nesting spot is in the northeast corner, a pallet of straw and roughly preserved skin and furs. There is no treasure in here, the demon is bound to give any he finds to his master. This frustrates Mog'thaur greatly.

The dumbwaiter is closed to this floor, bricked and mortared.

If combat spills into the west hallway a few priests with cultists from the next level may come to investigate. It is also possible to give the PC's a glimpse of the Prophet from across the hallway. It's a nice place for a fireball then a quick escape upstairs.

5. Priest Quarters
The stairs open up in the southwest corner to a well lit chamber. Immediately in front of the stairs sit a large Set statue and a pair of braziers on the south wall. A large brazier sits in the center of the chamber. Two female concubines on pillows are chained to the fire bowl.

Concubines
Hd 1
Hp 4
Ac 10
Hit +1
Save 15

Several closed wood and iron doors are closed and unlit lanterns hang by each. The air is heavy with the odors of incense, oiled bodies, and candles. The stairs upwards are hidden behind a red velvet curtain behind the shrine in Area 1.

Area 1
This room is the priest's shrine to Set and the other dark gods of Stygia. The room is dominated by a well made jade statue of the Serpent worth 220 gp. Other life-like statues of the gods line the walls. Heavy incense burns and wafts out to the main corridors. Several leather whips hang from the alter, crusted with dried blood. Two mats lie before alter covered in flecks of blood. Priests will come here to flagellate themselves for the glory of their god and to shed their blood in his name. Each session does 1d2 points of damage.

Areas 2, 3, 4, 5, and 6
Two man cells where the priests store their personal items and sleep in shifts.
The rooms each have two wooden framed beds, small tables, chests of spare robes, casks of wine, cups, and spare bits of furniture. On top of the tables are a variety of mini-idols and other religioius trinkets, religious scrolls, inks and quills, incense holders and ash and candles.

If no alarm has been raised five priests are lounging in their chambers as another sits by the large brazier preaching to the cultists and two are whipping themselves before the alter in Area 1. The two flagellants will have lost 1d2 hp due to their whippings.

If the alarm has been raised the priests and cultists have weapons ready to defend the Prophet. They will allow the PC's to come up they stairs from below then attempt to swarm and flank them. They will fight to the death to defend the Tower and the Prophet.

Priests
Hd 1
Hp 5
Ac 10
Hit +1
Save 16
⦁ Long knife (1d6), red robes, Set medallions.

Cultists
Hd 1
Hp 4
Ac 10
Hit +1
Save 15
⦁ Club or dagger (1d6), white robes.
⦁
Concubines
Hd 1
Hp 4
Ac 10
Hit +1
Save 15

TImon and Shumal, if alive, will make a stand here with the remaining cult and try to ambush and murder the invading PC's.

If the Prophet has appeared he will fling a spell or two and then escape upstairs to his chambers and his guardians.

The dumbwaiter is open to this level, in an alcove lit by a lantern.

6. Lair of the Prophet
The stairs from below open to a large two step dais in the northwest corner of the room. A set of stairs across the dais on the north wall leads upward. Two columns sit by the north wall, beyond the stairs leading upward. This corner is dark with a bit of firelight peeking beneath the partition in Area 1.

Area 1
A large statue of Set sits by the stairs leading down. The statue is painted realistically with the fangs of actual gold and the eyes of fiery rubies. The teeth and rubies are worth about 250 gp if taken. The statue is large enough to block the view of Area 7 unless the PC's get down and peek around the statue.

The chamber is partially hidden by a large framed partition of ancient origin, an Acheronian tapestry portraying some forgotten battle between the Valusians and a horde of serpentmen. Firelight faintly shows from beneath they tapestry.

Area 2
Beyond the partition is the main bulk of the chamber with clear views of Areas 3 through 7.
A large mass of red and black silk hangs from the ceiling on west side of the chamber, blocking the view to Area 3. The most notable immediate features are the large flaming brazier and the four gigantic corpses standing in a silent watching line to the south of the fire.

The eight foot tall withered corpses are dressed in ancient green-rimed copper armor and helms.
Each holds a huge battle axes and an ancient shield. When a PC or other character disturbs the tapestry or crosses the room they will immediately attack the intruders.

Giant Warrior Kings
Hd 5
Hp 36
Ac 15
Hit +5
Save 13
⦁ Giant Axe (1d12), ancient copper plate, helms, shields.
⦁ Undead

The unlit northwest alcove, near the blocked off dumbwaiter shaft, is filled with recent and moist crushed bones and shed snake skins. Further east on the wall is a chest with two small gallon jars of black lotus juice and a bag containing five doses of black lotus powder. A rack of ancient Acheronian chain and half plate armor and helm (AC 14/ +5) hanging on a stand. The armor has turned greenish with age but is still worthy. The chest is trapped and if the latch isn't rotated properly a spring-loaded spike fires towards the opener. Save or take 1d8 damage.

Black Lotus Juice: 
When ingested the imbiber must make a Save with a one penalty or die the next round. IF the Save was successful the imbiber still takes 25 hp damage.

Black Lotus Powder: 
Thrown this substance acts as a Dust of Sneezing and Choking. When burnt and inhaled as an incense the user enters a euphoric state and is helpless for 2d6 hours and a magic user or cleric gains four caster levels when calculating spell level on available spells for a number of hours that they were in their euphoric state.

The Prophet is wearing the Eye of the Serpent jewel as well as his keys.

Anumen, the Prophet of Set 
(Serpentman of Old), LE
Hd 8
Hp 52
Ac 14 (scale armor + scales)
Hit +6 melee, +5 ranged
Save 8
Str 15, Int 17, Wis 15, Chs 15
Languages: Aklo, Acheronian, Shemitish, Stygian, Zamoran
The Prophet has the following abilities:
⦁ +1 Ac for scales
⦁ Bite for 1d4 damage. The Serpentman can inject poison on a successful hit 3 times per day. The poison does an extra 2d6 damage, Save for half.
⦁ Darkvision 60'
⦁ Spells as a Magic User an can wear armor
⦁ Two-Weapon Fighting, the Prophet  is dangerous in melee combat as well and can attack with two weapons at a penalty of -2 for each hand. He prefers his magic shortsword and long knife mixed with his poisonous bite.

Spells (Swords & Wizardry)
⦁ Level 1, 4 spells. Charm Person, Detect Magic, Read Magic, Sleep
⦁ Level 2, 3 spells. Darkness 15', Levitate, Locate Object 
⦁ Level 3, 3 spells. Dispel Magic, Fireball, Suggestion
⦁ Level 4, 2 spells. Confusion, Polymorph Self

Items
⦁ +1 Shortsword (1d6+1)
⦁ Long Knife (1d6)
⦁ Potion of extra healing (3d8+3)
⦁ Eye of the Serpent (5000gp ?)

The Prophet's favorite form via Polymorph self is that of an ancient Stygian, a large man with a powerful voice, dusky skin, blue eyes, and long dark hair in black scale armor and dark robes. 
None but his Champions and the priests know of his true nature.

Area 3
The sleep/meditation chamber of the prophet is enclosed in silk curtains. Behind are three one foot tall levels leading up to a marble slab and braziers for the burning of black lotus. The Prophet will meditate here in the lotus fumes, dreaming and scheming. A half-devoured corpse of a female slave lies on the floor near the marble slab.

Area 4
Chained to the dimly lit south wall are four haggard looking slaves. They are completely cowed and will refuse to rise and escape even if unchained.

Decrepit Slaves
Hd 1
Hp 3
Ac 10
Hit +1
Save 15

Area 5
One lone slave lies in here. He is thin and near death. Operation scars and stitches adorn his flesh. He has one hit point and will die within the hour without assistance.

Area 6
Lining the east wall is a counter with shelves and three sconces for light. Bloody cutting knives, saws, and other instruments of exploratory surgery lie here. Beakers and burners of strange chemicals burn away. Preserved specimens and jars filled with preserved human parts sit or hang from the walls and counter-top. On the walls hang crude pictures of flayed human anatomy. A large stone table with four manacles, a blood groove, and a whole lot of dried blood sits near the counter-top.

If grabbed for use in combat the beakers have the following possibilities:
⦁ Acid: 1d6 damage the first round, 1d4 the second round, 1d3 the third round. Save for half damage.
⦁ Blinding: The creature must make a Save or be blinded (-4 hit) for 2d6 rounds.
⦁ Nothing: A splash of colored water to the face.

The Prophet will rely on his mummy guards and any surviving champions. He will flee upward if wounded or in serious danger.

7. The God in the Bowl
The stairs open up to a small landing with a thick black curtain. This entire chamber is pitch black; no fire is on this level.

The entire floor is partitioned off with one foot thick stone walls and thick red and black curtains. Columns dot the level. Everything is painted and stained black. Floors, walls, columns, everything.  This allows the black scaled Man-Serpent to blend into its surroundings.

A stairway leading up with a locked door is on the west wall near the open dumbwaiter shaft.

This entire floor is the lair of a Stygian Man-Serpent, brought from an old tomb to the far south and released as a servant by the Prophet. It moves freely through the dumbwaiter shaft at night, stalking careless slaves and guards for sport and food. IF the PC's have made a large ruckus it will hear through the shaft and go down to investigate. It will not attack but PC's may get a glimpse of its golden face in the darkened shaft.

The Man-Serpent will allow intruders to wander into his mini-maze. It will hide coiled up on the columns waiting for a chance to pick off stragglers. It will strike, do damage, then attempt to flee with it's superior movement deeper into the maze to attack again. There is a secret door (denoted with an S) it can enter and exit through silently on well oiled hinges. In dim light its Hide in Shadows is 95%. Under direct torch-light it falls back to 80%.

Stygian Man-Serpent 
Hd 10, LE
Hp 65
Ac 15
Hit +10
Save 8
Move 150'/50'

The Man-Serpent is 20 feet of black scaled death, a snake's body topped by a slightly alien yet strangely beautiful human face.

The creature is a master of stealth. It can see in the dark up to 90', can hide in shadows and move silently as a thief with an 80%, and can climb walls with a 95%. If it achieves surprise the Man-Serpent gains a gains a +4 bonus to attack.

The most dangerous ability of the creature is its ability to charm a victim with its powerful gaze and its haunting alien voice, beckoning the victim to come to it. It will speak in Old Stygian but a victim will understand the words in his mind. A Saving Throw is allowed. If failed the victim will come towards the Man-Serpent, entranced by its eyes and voice, and vulnerable to its attacks. The Man-Serpent gains a +4 bonus to attack a charmed victim. If the victim succeeds on its Saving Throw it is immune to the creature's charm attack for 24 hours.

It can attack with its fanged bite for 1d4 damage and attempt to wrap its body around a target for 1d6 crushing damage. Once wrapped a target must make a Strength check with a -4 penalty or take automatic crushing damage each round. A victim is allowed this Strength check each round on his turn to break free. If attacking from surprise or while the victim is charmed the Man-Serpent wraps the throat of its victim on a successful hit and does 1d8 damage per round. It is limited to one victim per round with its crush or strangle attack.

If alive and up here the Prophet will fight to the end with the help of the Man-Serpent. No quarter will be asked or given. He would rather die than be captured by 'primitive monkey-slaves.'

8. Rooftop
The steps lead to the top of the tower. The roof is of bare wind-swept stone blocks and no rim or guard rail lines the roof. The pulley and bucket mechanism for the dumbwaiter shaft is located here.

Two large serpent head carvings hanging over the rooftop facing north and south. Braziers burn inside the ten foot tall hollow heads illuminating the mouths and eye slits.

Dominating the roof is a stepped stone dais ten feet off of the roof. Atop is a 20' tall carving of Set painted in gold and scarlet that gleams in the sun.

Guards only come up here to relight the braziers before dusk. They greatly fear the Man-Serpent and will only come up here in squad strength with lit torches.

If combat comes up here the fire of the braziers and falling off of the roof for a 105' drop can be fun hazards.

Hyboria: A few NPC's

Amzi Sayid, 23
Turanian Warrior-3/Raider-1
Str- 13, Con-13, Int-13
Hp: 28
Ac: 4/15 (mail)
Attack: F4
Save: F4
Special Abilities:
⦁ Warrior: +1 to melee attacks, +1 AC, weapon expertise (sword 1d10), follow through (one extra attack)
⦁ Raider: no penalty to hit while mount moving faster than walk, +2 bonus to hit and AC while mounted and in melee vs infantry, +1 to surprise foe, riding- Dex+1, survival- 40%
Languages: Hyrkanian, Shemitish, Zamoran, Stygian
Equipment: scimitar(1d10+1), dagger (1d4+1), spear (1d6+1), Shemite bow (1d8, 100'), 20 arrows, mail, spired helm, horse, saddle and tack

A former Turanian soldier turned renegade. He was caught by a superior officer stealing arms and armor to sell to the desert tribes. He killed the officer and fled to his Zaugir allies. He maintains relations with the tribes and Turanian thieves and smugglers. He is very cautious as there is bounty on his head.

Tomasi, 21
Zamoran Thief-5
Dex-17, Int-13
Hp: 20
Ac: 5/14 (leather)
Attack: Th5
Save: Th5
Special Abilities:
⦁ Thief: pick locks- 55%, find/remove traps- 53%, pick pockets- 60%, move silently- 60%, climb walls- 91%, hide in shadows- 60%, hear noise- 1-3 on 1d6, backstab (+4 hit, x3 dmg)
Languages: Zamoran, Kothic, Shemitish, Ophirian
Equipment: shortsword (1d6) four daggers (1d4), leather vest, rope, thieve's tools

Tomasi was born and raised in Arenjun. He was an important member of a Zamoran kidnapping gang until he double-crossed and killed two of his friends over a disputed sack of gems. He fled the city before the rest of the gang could take revenge on him and has made his way to Shadizar where he is looking for new opportunities to make a fortune in gold.

Yubana, 21
Black Coast Scout- 4
Str-15, Dex-13, Wis-13
Hp: 23
Ac: 5/14 (leather), 4/15 with shield
Attack: F4
Save: F4
Move: 150'/50'
Special Abilities:
⦁ Scout:  +1 to AC, +1 to surprise, -1 to be surprised, backstab (+4 hit, x2), climb ( 90%), move silently and hide in shadows outdoors ( 70%), runner ( move 135'/45'), survival (70%)
Languages: Bamula, Kushite, Hyrkanian
Equipment: spear (1d6+1), dagger (1d4+1), hunting bow (1d6, 50'), 20 arrows, hide armor, shield

A Bamula tribesman of the Black Coast. Yubana traveled north to Kush where he sailed with the Black Corsairs for months, eventually escaping to the Shemitish coast. He has traveled inland working as a hunter and sometime scout for caravans and local militia. He will readily join up with a group seeking treasure.

Lucianus, 25
Ophirian Thief-2
Dex-15, Int-13, Chs-13
Hp: 9
Ac: 8/11
Attack: Th2
Save: Th2
Special Abilities:
⦁ Thief: pick locks- 43%, find/remove traps- 37%, pick pockets- 47%, move silently- 47%, climb walls- 88%, hide in shadows- 37%, hear noise- 1-3 on 1d6, backstab (+4 hit, x2 dmg)
Languages: Ophirian, Kothic, Shemitish
Equipment: long knife (1d6), dagger (1d4), thieve's tools, merchant clothing

Lucianus is a fake merchant based out of the small city state of Pergona in Ophir. He often travels to the larger towns and city-states of Koth with a partners in disguise as merchants to swindle gullible locals and drunks out of their coins and gems. He is considering an expedition into Zamora to try and break into the bigger opportunities he believes is found there.

Ulfvar Kinslayer, 32
Vanir Brute-8
Str-16, Con-16, Chs-8
Hp: 70
Ac: 4/15 (mail and breastplate), 3/16 with shield
Attack: F8
Save: F8
Special Abilities:
⦁ Brute: +2 to all melee damage and Strength rolls, +4 save disease and poison, intimidation (8HD of creatures), crusher (-2 hit, x2 damage, 8 times per day), Destroyer attacks ( two melee at -2 each.)
Languages: : Nordheimer, Aquilonian, Shemitish, Hyrkanian
Equipment: two-handed maul (1d8+4), sword (1d8+4), daggers (1d4+4), mail, helm, sheild

Reaver, slayer, mercenary. Ulfvar is an outcast from his home in Vanaheim after killing his brothers in a violent rage. He has traveled into the southeast to ply his trade as a hired killer and adventurer. He is brutal and easily roused by his bloodlust, especially when drinking. His strategies tend to be simple and violent. He takes great pride in his work; when paid to fight or kill he will not stop until the job is done or he is dead.

Yerdalak, 21
Hyrkanian Archer-2/Raider-1
Str-15, Dex-13, Wis-13
Hp: 17
Ac: 6/13 (leather), 5/14 with shield
Attack: F3
Save: F3
Special Abilities:
⦁ Archer: +1 to hit with bows, range increment increased by 50%, no penalty for firing from unstable platform.
⦁ Raider: no penalty to hit while mount moving faster than walk, +2 bonus to hit and AC while mounted and in melee vs infantry, +1 to surprise foe, riding- Dex+1, survival- 40%
Languages: Hyrkanian, Shemitish
Equipment: Hyrkanian bow (1d8, 150'), 40 arrows, scimitar (1d8+1), dagger (1d4+1), leather armor, spired iron cap, horse, saddle and tack, lasso

Yerdalak has come to the west seeking his fortunes. He is a proud horseman and archer and seeks work as a mercenary. He is honorable and hates betrayers above all else. If joined with a party he is an honest, hard worker, with a critical eye towards a fair split of the work and the treasures found.

Hyboria

He shrugged his shoulders. "I have known many gods. He who denies them is as blind as he who trusts them too deeply. I seek not beyond death. It may be the blackness averred by the Nemedian skeptics, or Crom's realm of ice and cloud, or the snowy plains and vaulted halls of the Nordheimer's Valhalla. I know not, nor do I care. Let me live deep while I live; let me know the rich juices of red meat and stinging wine on my palate, the hot embrace of white arms, the mad exultation of battle when the blue blades flame and crimson, and I am content. Let teachers and priests and philosophers brood over questions of reality and illusion. I know this: if life is illusion, then I am no less an illusion, and being thus, the illusion is real to me. I live, I burn with life, I love, I slay, and am content."

-Queen of the Black Coast

This is primarily a reference for my players.
I took some time this week to pull together and organize my notes I had collected for a Hyborian game I had been fiddling with for several years now. The base rules for this one are BD&D/Labyrinth Lord. As always easy to use with older editions with a bit of minor adjustment.
I'm using my own class variations (for the most part) and my adjustments to the magic rules.
I could use a variety of current OSR products, Crypts & Things and Astonishing Swords and Sorcerers of Hyperborea spring to mind. While I own these and enjoy them I wanted something a bit more to my own tastes in a Hyborian game. I will no doubt be borrowing bits and pieces of treasure and monster from these as my game goes along.

A note on racial adjustments:
I decided to keep it simple and not mess with racial abilities or adjustments for the various races. We all know Cimmerians are strong and Hyrkanians are known for bows and horsemanship but I decided to leave this up to choices in class and roleplaying rather than having even more rules for character creation. Personally I never liked the fiddly bits of this in previous Conan games.
Personal preference.

Information on the Hyborian Age, it's people, nations, Gods, history, etc is easy enough to find so I'll leave a few links instead of writing an unnecessary essay on each of these subjects.
My favorite homebrew Conan game site: Thulsa's Conan D20 
The Hyborian Age: Free pdf download system-less guide to Rpging in the Hyborian Age
Marvel Comics Universe: Conan Appendix

Races of the Hyborian Age 
This section lists  the races of the Hyborian age and the nations they inhabit. It includes the  primary language of each race, which is free and doesn't use a bonus language slot, and the language of their neighboring cultures.  Characters start with their racial language and a bonus language at first level. Normal extra language for higher Intelligence apply.
Preferred classes of each race are shown.

These are, of course, suggestions for a typical leveled member of each race that is likely to be encountered. For Players ANY language or class is open to any race based on the actual background of the character and DM's permission.

Asgard, Vanaheim
Language: Nordheimer
Neighboring Languages: Aquilonian, Cimmerian, Hyperborean, Pictish
Preferred Classes: Brute, Entertainer, Scout, Warrior, Witch

Black Kingdoms, Kush, Punt
Language: Kushite or Keshani, Puntan or Zembabwean as appropriate to background.
Neighboring Languages: Black Coast, Darfari, Iranistani, Keshani, Old Stygian, Puntan, Shemitish, Stygian, Zembabwean
Preferred Classes: Archer, Brute, Scout, Warrior, Witch

Black Kingdoms, Darfar, Southern Isles
Languages: Bakalah, Bamulah, Darfari, Southern Islander, Suba, or Wadai
Neighboring Languages: Argossean, Bakalah, Bamulah, Black Coast, Kushite, Puntan, Southern Islander, Shemitish, Stygian, Suba, Tibu, Tombalku, Wadai, Zingaran
Preferred Classes: Archer, Barbarian, Brute, Pirate, Scout, Warrior, Witch

Cimmeria
Language: Cimmerian
Neighboring Languages: Aquilonian, Hyperborean, Nordheimer, Pictish
Preferred Classes: Barbarian, Brute, Scout, Warrior

Himelian Tribesman
The tribes include the Afghulis, Wazuli , Irakzai, Galzai, Dagozai, Kosala , Zhaibari and Khurakzai.
Language: Afghuli
Neighboring Languages: Hyrkanian, Iranistani, Vendhyan
Preferred Classes: Archer, Brute, Raider, Scout, Thief, Warrior

Hyborian
Aquilonia, Argos, Bossonian Marches, Brythunia, Corinthia, Gunderland, Hyperborea, Khauran, Koth, Nemedia, Ophir, Tauran
Language: The language of whichever Hyborian kingdom the character is from.
Neighboring Languages: Aquilonian, Argossean, Bossonian, Brythunian, Corinthian, Hyperborean, Kothic, Nemedian, Ophirean, Shemitish, Stygian
Preferred Classes: Any save Pirate for those not on the coastline.

Hyrkania, Turan
Language: Hyrkanian
Neighboring Languages: Brythunian, Corinthian, Hyperborean, Iranistani, Khitan, Kothic, Shemitish, Stygian, Vendhyan, Yuetshi, Zamorian
Preferred Classes: Archer, Entertainer, Magician, Raider, Scout, Sorcerer, Thief, Warrior, Witch

Khitai
Language: Khitan
Neighboring Languages: Afghuli, Archeronian, Demonic, Hyurkanian, Old Stygian, Shemitish, Stygian, Vendhyan
Preferred Classes: Any save Gladiator or Swashbuckler

Pictland
Languages: Pictish, Talking Drum
Neighboring Languages: Aquilonian, Cimmerian, Norheimer, Zingaran
Preferred Classes: Archer, Barbarian, Scout, Sorcerer, Warrior, Witch

Shem
Language: Shemitish
Neighboring Languages: Argossean, Hyrkanian, Kothic, Ophirean, Stygian
Preferred Classes: Archer, Assassin, Bard, Entertainer, Knight, Magician, Pirate, Priest/Scholar, Raider, Sorcerer, Thief, Thug, Warrior

Stygia
Language: Stygian
Neighboring Languages: Archeronian, Darfari, Demonic, Hyrkanian, Keshani, Khitan, Kushite, Old Stygian, Puntan, Shemitish, Zembabwean
Preferred Classes: Archer, Assassin, Entertainer, Magician, Pirate, Priest/Scholar, Raider, Sorcerer, Thief, Thug, Warrior

Vendhya
Language: Vendhyan
Neighboring Languages: Afghuli, Hyrkanian, Iranistani, Khitan, Kosalan
Preferred Classes: Any save Barbarian, Brute, Gladiator, or Swashbuckler

Zamora
Languages: Zamorian
Neighboring Languages: Brythunian, Corinthian, Hyrkanian, Kothic, Shemite
Preferred Classes: Assassin, Entertainer, Magician, Scholar, Sorcerer, Thief, Thug, Warrior, Witch

Zingara
Languages: Zingaran
Neighboring Languages: Aquilonian, Argossean, Ophirean, Pictish, Shemitish
Preferred Classes: Entertainer, Magician, Pirate, Priest/Scholar, Scout, Swashbuckler, Thief, Thug, Warrior

Next are the classes.
They are broken up into three types: Fighter, Rogue, and Spellcaster.
I went this route for my multiclassing rules (see below.) I enjoy multiclassing as it gives my players more options. It's going to be hard enough surviving Hyboria, especially without the proliferation of healing magic found in a typical D&D game. Multiclassing gives them more tools to survive. And, quite frankly, it helps model more competent characters in the vein of Conan.

FIGHTERS
Archer

Barbarian
Brute
Gladiator/Swashbuckler
Knight
Pirate/Sailor
Raider
Scout
Thug
Warrior

Archer
Ability Requirements: Str 13, Dex 13
Prime Requ: Dex
Exp: As Fighter
HD: 1d6
Save: As Fighter
Attack: As As Fighter
Armor: Up to chain and shield.
Weapons: Any except two-handed melee.

Bow Expertise
+1 to hit with a bow. 

OR
If you are only allowing one shot per round with your rules the Archer can attack twice per round with a -2 penalty per shot if he takes both.

Sure Shot
No penalty for unstable platform such as a running horse, chariot, rolling ship deck, etc.

Long Shot
Range increment's for bows increases by 50 percent.

Level Three:
Dead Shot
After aiming for one full round, with no attack, the archer receives a +4 bonus to his bowshot the next round. He can only take one attack but if it hits he does x2 damage.

Level Nine:
Rapid Shot
An extra bow attack is gained.

Level Twelve:
Trick Shot
Called shot penalties reduced by half.

Barbarian (Hillman)
Prime Requ: Str
Exp: As Fighting-Man.
HD: 1d8
Save: As Fighting-Man.
Attack: As Fighting-Man.
Armor: Chain and shield. May wear heavier but lose special abilities while in the heavier armor.
Weapons: Any

Alert
Only surprised on a 1 on a 1d6.

Battle Fury
Once per day per 2 levels (round up)  the Barbarian can make a single brutal attack on his opponent, sacrificing accuracy and finesse for sheer damage.  -2 to the attack roll but doing x2 damage, x3 if a natural 20 is rolled.

Climb
As Thief

Destroyer
At third level the Barbarian can swing wildly attacking twice per round with a melee weapon with a -2 penalty to each attack. This penalty is in addition to any other attack combinations such as two-weapons and follow through if multi-classed

Pantherish Dodge
+1 to AC in chain armor or lighter.

Brute 
Prime Requ: Str
Exp: As Fighter
HD: 1d10
Save: As Fighter
Attack: As Fighter
Armor: Any.
Weapons: Any but greatly prefer melee weapons.

Brawn
A Brute character gains +2 to all melee and unarmed damage rolls (in addition to their normal Strength bonus). They know where to hurt people and hit like a freight train.

Crusher
Once per day per level  the Brute can summon his inner reserves of anger and rage to deliver a brutal strike. With a -2 to the attack roll but doing x2 damage (rolled and modifiers both.) If a natural 20 is rolled the modifier is x3.

Destroyer
At third level the Brute can swing wildly attacking twice per round with a melee weapon with a -2 penalty to each attack. This penalty is in addition to any other attack combinations such as two-weapons and follow through if multi-classed.

Intimidation
Once per day per level the Brute can intimidate creatures with a total HD equal to his level. Thus a fifth level brute can intimidate up to five HD of creatures. Lowest level HD creatures are affected first. The creatures must be able to see the Brute's display of intimidation to be affected. The creatures are allowed a Saving Throw to avoid this effect. Those that fail suffer a –2 to all attacks on the Brute. Most will flee; only the most determined will stay and fight.

Iron Constitution
Brutes make saving throws against disease and poison with a +4 bonus.

Gladiator/Swashbuckler
Prime Requ: Dex
Exp: As Fighter
HD: 1d8
Save: As Fighter
Attack: As Fighter
Weapons: Any
Armor: Chain and shield.

Acrobat
+2 to Dex rolls/Saves involving Dexterity.

Agile Fighter
+1 to AC in Chain or Lighter.

Dual Weapon/Florentine
Off hand penalty reduced from 0/-4 to 0/-2. If the Gladiator/Swashbuckler uses a shield the training will grant him a +1 bonus to the shield's bonus.
At level 6 there is no penalty to the attacks. Shield use gives a +2 bonus to the shield.

Glorious Slaughter/Fencer
The Gladiator/Swashbuckler is a Dexterity based fighter. He may use his Dexterity bonus instead of his Strength bonus for melee attacks, but not damage.

Gladiator Only: Slave
-4 to Charisma checks penalty with non-slaves unless freed.

Knight
The army was on the move at last. There were the knights, gleaming in richly wrought plate-armor, colored plumes waving above their burnished sallets. (...) [The spearmen], like the knights, were of ancient Kothic blood -- sons of ruined families, broken men, penniless youths, who could not afford horses and plate-armor, five hundred of them.
- Black Colossus
Prime Requ: Str
Ability Requirements: Str 9, Con 9
Exp: As Fighter
HD: 1d8
Save: As Fighter
Attack: As Fighter
Weapons: Any
Armor: Any

Follow Through
At level 3 the Knight can make an additional attack if the first attack is a hit. The extra attack can be against the same opponent or against another foe if the new target is within five feet of the Knight . He can attempt a third attack at level 12 and a fourth at level 20.  If an attack misses the follow through ends, any remaining attacks are lost. The Knight must remain in the same location of combat to get the extra attacks. Charging through an area does not allow this.

Mounted Fighter
 Knights are masters of mounted combat, receiving no penaty for a mount moving faster than a walk (normal penalty of -2 to hit.) When fighting in melee against unmounted foes Knights gain a +2 bonus to hit as well as a +2 bonus to AC (normal bonus of +1 to each.)

Riding
At levels 1, 4, 8, 12, 16, and 20 the Knight gains a cumulative +1 bonus to his riding checks (Dex) for basic riding maneuvers such as staying mounted while the mount is bucking or upset, calming and controlling the mount, etc. In addition, the Knight can do the following:

• While mounted the Raider gains a +1 to AC and can use his Dex bonus increase his mount's AC.
• With a successful check, the Knight can drop along the side of his mount for cover, gaining a +4 cover bonus to his AC. This is considered pretty dishonorable by quite a few.
• With a successful check the Knight can fall from a mount and take half damage (see Riding in Rules Clarifications: Miscellaneous.) This does not apply to flying mounts.
• With a successful check the Knight can coax the mount to leap obstacles it would normally balk at jumping.

Weapon Focus
At levels 1, 4, 8, 12, and 20 the Knight may choose a melee weapon type (sword, two-handed sword, dagger, spear, etc) and  does damage as if the weapon is one dice code higher. Example: a short sword does 1d8, a sword does 1d10, etc. Many will choose lance as a focus weapon,

Pirate
Prime Requ: Con
Exp: As Fighter
HD: 1d8
Save: As Fighter
Attack: As Fighter
Weapons: Any but prefer short and stabbing weapons for ship fighting.
Armor: Leather or equivalent to use thief abilites and shield .

Close Quarters Fighting
No penalty for fighting in tight spaces such as in a ship or a tunnel (normal penalty of -2)

Gambling
Life aboard ship can be boring and the Pirates find ways to pass the time. Oneof their favorites is gambling and are notorious for being skilled at most forms of games and at the art of cheating. At 1st level and at 3rd, 6th, 9th, and 12th the Pirate gains a cumulative +1 bonus to his gambling checks.

Sailing (includes navigating and ship repair)
Intelligence check. The Pirate receives a +1 to this check and an additional +1 bonus at every fourth level. This includes the art of steering and keeping the ship running as well as navigating or finding ones position using an Intelligence check with the Sailing bonus included. Bonuses may be given for good charts, maps, etc. When used to repair a successful roll allows x2 the number of ship points to be repaired.

Swimmer
+2 to Swimming (Strength) checks

Thief Abilities
 A pillager, the Pirate must be able to sneak aboard ships or camps on the shore or docks. He can Move Silently and Backstab as a Hyborian Thief (see below) of equal level. He can Climb Walls but not as well as a Thief. At first level they climb at 50 percent plus five percent per even level.

Raider
The riders were typical Hillmen, lean and hawk-faced; peaked steel caps were on their heads and chain mail glinted under their flowing kaftans. Their main weapon was the terrible Shemitish bow, which could send a shaft five hundred paces.
-Black Colossus
Prime Requ: Dex
Exp: As Fighter
HD: 1d8
Save: As Fighter
Attack: As Fighter
Weapons: Any but greatly prefer one-handed melee for riding.
Armor: Mail and sheild.

Mounted Fighter
Raiders are masters of mounted combat, receiving no penaty for a mount moving faster than a walk (normal penalty of -2 to hit.) When fighting in melee against unmounted foes Raiders gain a +2 bonus to hit as well as a +2 bonus to AC (normal bonus of +1 to each.)

Riding
At levels 1, 4, 8, 12, 16, and 20 the Raider gains a cumulative +1 bonus to his riding checks (Dex) for basic riding maneuvers such as staying mounted while the mount is bucking or upset, calming and controlling the mount, etc. In addition, the Raider can do the following:

• While mounted the Raider gains a +1 to AC and can use his Dex bonus increase his mount's AC.
• With a successful check, the Raider can drop along the side of his mount for cover, gaining a +4 cover bonus to his AC. This is considered pretty dishonorable by quite a few.
• With a successful check the Raider can fall from a mount and take half damage (see Riding in Rules Clarifications: Miscellaneous.) This does not apply to flying mounts.
• With a successful check the Raider can coax the mount to leap obstacles it would normally balk at jumping.

Stealthy
The Raider is adept at sneaking up on enemy camps. He gains a +1 to surprise foes.

Survival
Just like the Scout the Raider is adept as living in the harsh wilderness. This check is rolled in addition to normal foraging rolls. The DM may modify this check for plentiful or exceptionally harsh terrain. This also includes the ability to track with penalties and bonuses for mud, snow, dry ground, etc at the discretion of the DM. Less skilled than the Scout, the chance for success is 40 percent at first level plus five percent at every even level.

Scout 
Prime Requ: Dex
Exp: As Fighter
HD: 1d8
Save: As Fighter
Attack: As Fighter
Armor: Chain and shield.  See Stalker  ability below.
Weapons: Any

+1 to AC.
This applies in chain armor or lighter.

Alertness
The ability to detect danger. -1 to be surprised on a 1d6.

Backstab
Scouts are capable hunters and once a quarry is found they are adept at attacking from surprise to kill the prey.  +4 to attack. x2 damage. x3 damage at levels 5-8. x4 damage at 9th level. This also includes ranged attacks until the target(s) are aware they are being fired upon.

Climber
As a Hyborian Thief (see below) of equal level. If in armor heavier than leather the chance is at -20 percent.

Runner
The Scout's base movement is 135'/45'.

Stalker
In natural settings the Scout can Move Silently and Hide in Shadows at a base 60 percent plus five percent at every even level. If in armor heavier than leather the chance is at -20 percent. In non-natural settings (cities, crypts, etc) the percentages are divided by two (rounded up.)

Survival
The ability to live off of the land and survive, this check is rolled in addition to normal foraging rolls. The DM may modify this check for plentiful or exceptionally harsh terrain. This also includes the ability to track with penalties and bonuses for mud, snow, dry ground, etc at the discretion of the DM. The chance for success is 60 percent at first level plus five percent at every even level.

Thug
Prime Requ: Con
Ability Requiremenets: Con 9
Exp: As Fighter
HD: 1d8
Save: As Fighter
Attack: As As Fighter
Armor: Leather
Weapons: Any

Backstab
Thugs are dangerous and will often take the opportunity to take an opponent out with a stab or shot in the back. When attacking with surprise, from behind, the Thug gains +4 to hit and inflicts double damage. At levels 5-8, damage is tripled, and from a Thug above level 8 such an attack inflicts quadruple damage.

Brawler
Crime is a rough business for the Thug and he has to know how to lay down a beating now and again. Gains a +1 to attack with all melee attacks.

Criminal Contacts
As he gains skill and reputation the Thug meets a lot of others in the crime business. With a successful Charisma check the Thug may ask one favor of a criminal or underword contact such as a pickpocket, burglar, fence, protitute, etc. The favor will be things not generaly available to the average citizen, usually information or perhaps a use of a special talent. The contact will not endanger himself or his employment and will usually negotiate a payment or favor in return if the favor is difficult or unpleasant.

• The Thug receives a bonus to the Charisma check at higher levels: 3, 6, 9, and 12.
• He may call upon these contacts twice per adventure at first level. He may add an extra time for each bonus to his Charisma check due to higher levels. 

Gambling
The Thug often supplements his income with a bit of cards and dice.  At 1st level and at 3rd, 6th, 9th, and 12th the Thug gains a cumulative +1 bonus to his gambling checks.

Thief Skills
Thugs pick up a mix of useful skills in his associations with other criminals. He often needs to get in where he's not supposed to be and be quiet about it.  Pick Pockets and move silently as a Hyborian Thief (see below).

Warrior
I never saw a man fight as Conan fought. He put his back to the courtyard wall, and before they overpowered him the dead men were strewn in heaps thigh-deep about him. But at last they dragged him down, a hundred against one.
-A Witch Shall Be Born
Prime Requ: Str
Exp: As Fighter
HD: 1d8
Save: As Fighter
Attack: As As Fighter
Armor: Any.
Weapons: Any

Melee Focus
+1 to attack with melee weapons.

+1 to AC. The Warrior is skilled at defending himself from attack.

Weapon Expert
At levels 1, 4, 8, 12, and 20, and 20 the Warrior may choose a melee weapon type (sword, two-handed sword,dagger, spear, etc) and  does damage as if the weapon is one dice code higher. Example: a short sword does 1d8, a sword does 1d10, etc.

Follow Through
At level 3 the Warrior can make an additional attack if the first attack is a hit. The extra attack can be against the same opponent or against another foe if the new target is within five feet of the Warrior. He can attempt a third attack at level 12 and a fourth at level 20.
If an attack misses follow through ends, any remaining attacks are lost.

ROGUE
Assassin
Entertainer
Priest/Scholar

Thief

Assassin
Prime Requ: Dex
Exp: As Fighter
HD:  1d6
Save:  As Thief.
Attack:  As Thief
Armor:  As Thief.
Weapons:  Any.

Death Attack
Usable once per day per 2 levels.
If an assassin studies a victim for 3 consecutive rounds and makes a sneak attack (as a Thief) that successfully deals damage, the sneak attack can potentially kill the target instantly. While studying a victim prior to an attack, the assassin can undertake other minor actions but must stay focused on the target. If the target knows the assassin is present, a death attack is not possible. The victim of such an attack must make a saving throw. If the saving throw fails, the victim dies instantly. If the saving throw succeeds, the attack is treated as a normal Thief sneak attack.

After completing 3 rounds of study, the assassin must attack within the next 3 rounds to use this ability. If a death attack is attempted and fails because the victim succeeds at the saving throw, the assassin cannot make another attempt at a death attack in this circumstance because the victim will almost certainly be aware of the assassin’s status as an enemy. If the assassin attacks and misses (and the target is not aware of the attack), or if the assassin does not launch the attack within 3 rounds of completing the study, 3 new rounds of study are required before another death attack attempt can be made.

Poisons
Given an hour of brew time, and the proper ingredients  the Assassin can create a virulent poisons. The poison can be ingested, contact, or injected as the Assassin desires. At first level the Assassin's poison does 1d6 hp damage and an extra 1d6 at levels 3, 9, 12, 15, and 18. The poison is insidious and slow; starting one hour after exposure it does 1d6 damage per hour until the available d6's of poison are used or the victim is dead. A Saving Throw is allowed during the initial 1d6 hp loss and if successful, all damage done is for half damage as the poison runs its course.

• The Assassin can also make an antidote for the poison. When given it stops all damage.
• Both poison and antidote have a shelf life of a number of days equal to the Assassin's level.

Thief Abilities
Pick Locks, Move Silently, Climb Walls, Hide in Shadow as a Hyborian Thief (see below).

NOTES: This version sets itself further from the classic Thief class. This one is all about stealth and  murder and lacks many of the essential treasure finding skills of the Thief.

Entertainer
Prime Requ: Cha
Save: as Thief
HD: 1d6
Save: as Thief
Attack: as Thief
Weapons: Any.
Armor: Leather and shield.

Gossip
Entertainers learn a little bit of everything in their socializing and travels. After an hour of mingling and socializing with a crowd they have a chance to know local rumors, interesting sites, famous or notorious individuals, local gossip, etc.

The chance to know useful information is 30 percent chance at first level plus five percent at each even level after, to a maximum of 100 percent. The GM can call for a roll for each bit of desired information that could have possibly been  gained.

Influence Reactions
When performing before an individual or group that is not attacking (and not intending to attack in a round or two), the Entertainer can try to alter the mood of the listeners. He can try to soften their mood or make it uglier. The method can be whatever is most suitable to the situation at the moment -- a fiery speech, a poem, a haunting lute melody, or a heroic song of heroes long gone. Everyone in the group listening must roll a Saving Throw (if the crowd is large, make Saving Throws for groups of people using average hit dice). The die roll is modified by -1 penalty for every three experience levels of the Entertainer (round fractions down). If the Saving Throw fails the group's reaction can be shifted one level toward either the friendly or hostile end of the scale, at the player's option. Those who make a successful Saving Throw have their reaction shifted one level toward the opposite end of the scale.

Inspire
The music, poetry, and stories of the Entertainer can also be inspirational, rallying friends and allies. If the exact nature of an impending threat is known, the Entertainer can heroically inspire his companions (immortalizing them in legend), granting a +1 bonus to attack rolls, or a +1 bonus to Saving Throws, or a +2 bonus to morale (particularly useful in large battles) to those involved in melee.

• The Entertainer must spend at least three full rounds singing or speaking before the battle begins.
• This affects those within a range of 10 feet per experience level of the Entertainer.
• The effect lasts 1d6 plus one round per level. Once the effect wears off it can't be renewed if the recipients are still in battle. However, troops who have withdrawn from combat can be inspired again by the Entertainer's words.

Languages
The Entertainer receives twice the number of beginning langages, both beginning and bonus. At third level the Entertainer has picked up a few tricks along the way and has a 50 percent chance to read and understand the basics of any normal writing or language (including simple codes, dead languages, treasure maps, and so on, but not magical writings) that he does not speak. This chance increases by 5 percent every even level. If he tries but fails to read a piece of writing, he must gain at least one experience level before trying to read it again.

Thief Abilities
Hear Noise and  Pick Pockets as a Hyborian Thief (see below) of equivalent level.

Magical Items
Bards may employ any magical weapons not specifically restricted to a single class (of course, the weapon must be of a type Bards can normally use). They may wear magical armor of the type appropriate to their armor restrictions. They may also use all other magic items usable by Fighters and Thieves and may use a Horn of Valhalla.

Priest/Scholar  
Prime Requ: Int
Ability Requiremenets: Int 9
Exp: As Cleric
HD: 1d6
Save: as Cleric
Attack: as Cleric
Weapons: As Cleric.
Armor: Leather and shield.

Alchemy
With an alchemy lab and materials (minimum of 100 gp) a Priest/Scholar can create acids, poisons, and basic items such as soap etc.

The Priest/Scholar is limited to making a number of doses of each type equal to his level per day. Thus a third level Priest/Scholar can make three doses of  acid and three doses of  poison per day. Each dose has a creation time of four hours and only one type can be made at a time unless the Priest/Scholar pays for a second lab. When the four hours of brewing, distilling, etc is up the Priest/Scholar has a number of doses of the item created equal to his level. The created items have a shelf life equal to the Priest/Scholar level in days.

Acid

• The acid does immediate damage of 2d4 at first level plus an extra 1d4 at levels 3, 9, 12, 15, and 18. Immediate damage does 1d4, another 1d4 is taken each round after until all 1d4's are expended. 
• It does not affect glass, stone, nor magical items. It is possible to blind someone if thrown into the eyes.
• Those hit by the acid can Save for half damage. The acid can be neutralized by dousing with water, dirt, etc. 

Poison

• The poison can be ingested, contact, or injected as the Priest/Scholar desires. At first level the Priest/Scholar's poison does 1d6 hp damage and an extra 1d6 at levels 3, 9, 12, 15, and 18. The poison is insidious and slow; starting one hour after exposure it does 1d6 damage per hour until the available d6's of poison are used or the victim is dead. A Save is allowed during the initial 1d6 hp loss and if successful, all damage done is for half damage as the poison runs its course.
• The Priest/Scholar can also make an antidote for the poison. When given it stops all damage. Brew time for the antidote is one hour. It follows all rules above for number of doses per day and shelf life.

Lore
A Priest/Scholar learns much from studies of ancient writings and information gleaned from travelers. At times they will head out on their own expeditions into the world seeking precious and rare knowledge.

They have a 50 percent chance at first level plus five percent at each even level after (maximum of 100 percent) to know local legends, sites, famous or notorious individuals, etc.

Healing
With a successful Intelligence check +1 at levels 3, 9, 12, 15, and 18 the Priest/Scholar may heal 1d6 hit points lost in a single combat encounter, trap, disease, poison or other hit point damaging encounter. He can do this once per character per encounter.

Poultices
With a bit of preparation the Priest/Scholar can prepare a few poultices or medicines to be applied to wounds to alleviate pain and help the wounded. Each application to a set of wounds after a combat or other damage encounter will  return 1d3 hit points to the patient. Only one poultice can be applied for effect on one person's set of wounds incurred in an encounter. He can make a number of poultices equal to half his level per day (round up.) Each poultice lasts for two days per Healer level. After that they are spoiled and useless. These work in addition to a Priest/Scholar's Healing ability, magical healing, and various Binding Wounds rules.

Languages
The Priest/Scholar must learn ancient and foreign languages to learn precious information. He starts with twice the beginning languages (including bonus languages from Intelligence) in addition to the bonus languages received at every fourth level (see Setting Rules below.)

He also has a natural affinity with patterns and clues which gives him a 50 percent chance to read and understand the basics of any normal writing or language (including simple codes, dead languages, treasure maps, and so on, but not magical writings) that he does not speak. This chance increases by 5 percent every even level. If he tries but fails to read a piece of writing, he must gain at least one experience level before trying to read it again.

Ritual Bonus
A Scholar's studiousness and organized mind gives him an advantage over other non-spell casters in the casting of magic rituals.  The Scholar can add half of his Scholar level (round up) as a bonus to the casting roll.

Magical Items
Scholars may employ any magical weapons not specifically restricted to a single class and usable by a Thief. They may wear magical armor of the type appropriate to their armor restrictions.

Thief, Hyborian
Prime Requ: Dex
Ability Requirements: Dex 9
Exp: As Thief
HD: 1d6
Save: as Thief
Attack: as Thief
Weapons: As Thief.
Armor: Leather and shield.

Thief Skills
Open Locks, Find/Remove Traps, Pick Pocket, Move Silently, Hide in Shadows, Climb Walls, Hear Noise, and Backstab. Now add 20% to the values (except for Climb Walls) for competency of characters in a Hyborian setting.

Fast Talk
With a bit of conversation, and a good bit of lying and trickery, the Thief is often capable of befriending, bribing, or conning an individual to his way of thinking. After 2d6 minutes of cajoling, flattering, drinking, etc the victim of the Fast Talk must make a Saving Throw. The victim's Saving Throw has a cumulative -1 penalty roll for the Thief's level at 1st and every fourth level after at 4, 8, 12 ,16, and 20. If the Save is failed the individual will give up some bit of information, do a small favor, or otherwise not hinder the Thief as long as the Thief appears to be friendly. This is not a magical effect: if the individual finds out the Thief is lying to him or some other situation arises to change his view of the Thief he may act normally.

Gambling
A Thief often haunts shady establishments and is not adverse to supplementing his living with cards, dice, his wits and nimble fingers. At 1st level and at 3rd, 6th, 9th, and 12th the Thief gains a cumulative +1 bonus to his gambling checks.

SPELLCASTER
Magician
Sorcerer
Witch

Magician
As a standard Magic User with the following changes:

The Magician can ONLY cast spells via rituals and can use Folkloric and Infernal options. 
The Magician can attempt to cast spells of a higher level. The Magician may add his level to the casting roll.

The Magician may cast both Magic User and Cleric spells. If a spell is listed in both the Cleric and Magic User lists the Magician uses the Magic User version.

Extra Spells
The Magician receives a extra spell slot per spell level at each level of Magician. For Example: A fourth level Magic User would have two 1st level spell slots and two 2nd level slots available. The  fourth level Magician has three 1st and three 2nd.

Potions, Salves, and Charms
A Magician may work any spell known into a potion, salve, or charm.
Potions must be drunk, salves applied to skin, and charms hidden on or in the house of the target of the spell.

Spells which compel the target to obey the caster, such as Charm, take effect as if the caster is the one who gave the item to the one who drank or used it.

Creation time is the same as for rituals and costs the daily spell slot of the spell used. The Magician is adapt at this form of magic and can make a number of items equal to twice his Magician level, and each has a shelf life equal to twice the Magician's level in days.

Sorcerer
As a standard Magic User with the following additions:

Unlike the Magician the Sorcerer can cast spells normally.  He can also cast both Magic User and Cleric spells. If a spell is listed in both the Cleric and Magic User lists the Sorcerer uses the Magic User version.

The Sorcerer can cast ritual magic and can use the Folkloric and Infernal options.
The Sorcerer can attempt to cast spells of a higher level.  The Sorcerer may add his level to the casting roll.

Witch/Warlock
Prime Requ: Wis
HD: 1d6
Save: as Cleric
Attack: as Cleric
Weapons: Any.
Armor: Leather

The Witch may cast the same number of spells per day as the Cleric in the base rulebook.
The Witch may cast both Magic User and Cleric spells. If a spell is listed in both the Cleric and Magic User lists she uses the Cleric version.
The Witch can cast spells via rituals and can use Folkloric and Infernal options.
The Magician can attempt to cast spells of a higher level.  The Witch may add her level to the casting roll.

Potions, Salves, and Charms
A Witch can create these items just like a Magician. Their methods are less sophisticated and can only make a number of items equal to her level, and each has a shelf life equal to the Witch's level in days.

Poisons
Given an hour of brew time, and the proper ingredients herbs such as human or animal parts, the Witch can create virulent poisons. The poison can be ingested, contact, or injected as the Witch desires. At first level the Witch's poison does 1d6 hp damage and an extra 1d6 at levels 3, 9, 12, 15, and 18. The poison is insidious and slow; starting one hour after exposure it does 1d6 damage per hour until the available d6's of poison are used or the victim is dead. A Saving Throw is allowed during the initial 1d6 hp loss and if successful, all damage done is for half damage as the poison runs its course.

• The Witch can also make an antidote for the poison. When given it stops all damage.
• Both poison and antidote have a shelf life of a number of days equal to the Witch's level.

Multiclassing
Maximum total character levels: 20
Maximum total classes: 3

To gain a new class the character must gain enough experience points to reach a new level in his current class. Once this happens he gains a level of the new desired class. The total levels in both classes are added to find his total character level. Whichever class has the highest exp requirement to reach the next character level becomes the new required exp for the character to level in either class. There is no restriction on which class he must level in, he can raise either as long as he gains the proper exp to gain a new character level.

For Example:
A 5th level Warrior has trained to become a Sorcerer when he gains 32,000 exp (required to reach Warrior  level 6). He is now a 5th level Warrior/1st level Sorcerer. His total character level is 6.
He switches to the exp requirements of the higher cost Sorcerer. He must now gain 80,000 exp (required to reach Sorcerer level 7) to gain a level of either Warrior  or Sorcerer. If he had not multiclassed he would have reached Warrior level 7 at 64,000 exp.

If the same type of class (Fighters, Rogues, Spellcasters) is chosen for the new level the character continues with his normal progression in attack and saving throw. If a different type of class is chosen the best of both classes is used.

For Example:
The above 5th level Warrior /1st level Sorcerer would use the 5th level  Warrior attack and saving throws. If he were to gain enough levels of Sorcerer to beat his Warrior attack and saves he would then use them. Use the best of both.
If he had chosen another Fighter class, say Scout, his attack and saving throw would continue as a 6th level Warrior .

The character can use any weapon his classes allow but he must follow the armor restrictions for class abilities:
Leather armor or less if a Thief class is chosen, no armor for spells as a Sorcerer, etc.
Shields may be used if a class allows but must be dropped or slung for thieving or magic.

Surprise modifiers and armor class bonuses granted by classes do not stack.

A few Hyborian Setting Rules
Attribute Rolls
Roll 4d6 for each, arrange as desired.

Binding Wounds
After combat characters treat their wounds and regain 1d4 hit points.

Bonus Languages
There is no common tongue in this setting and the stories often show the heroes and primary characters able to learn and speak many languages. Characters start with their racial language and a bonus language at first level. Normal extra language for higher Intelligence apply.

If exposed to new languages and have the opportunity to learn it a character can learn a new language every fourth level or HD (4, 8, 12, etc.)

Healing
Hyborian characters regain two hit points per level each day if they rest. Slow travel on foot, horse, or cart is permitted. If they are involved in combat, movement faster than walking speed, etc they only gain one hit point per level.

Hit Points
Hyborian characters start out at maximum hit points at first level. When rollng hit points each level after all one's on the dice are rerolled.

Gambling & Cheating
To make a gambling check each gambler rolls a 1d6 + Int modifier, highest roll wins.

Those attempting to cheat roll a Dexterity check for a +1 bonus to the gambling check.
Any character with the  Pick Pockets ability may substitute this roll instead of his Dexterity roll if he has a better chance.  If the cheater rolls a natural 20 or a natural 95-100 percent he has been spotted by his victim or victims.

If the cheater fails his roll the victim has a 1-2 in 6 chance of detecting the cheating. This is modified by the cheater's Dexterity bonus, if any, and the victim's Wisdom bonus, if any.  Each victim of the cheat gets to roll to notice.

Riding
A basic riding check is a Dexterity check with modifiers as decided by the DM.

Falling off a moving horse or wagon does damage depending on the horse's movement. At a walk the damage is 1d3, at a trot the damage is 1d4, and for running the damage is 1d6.

Those attacking on a horse moving faster than a walk receive a -2 penalty to attack unless stated otherwise in a class ability.

Riders in melee against unmounted foes receive a +1 to hit and a +1 AC bonus for being on higher ground.

New Bow Rules 
A long bow and a strong bow, and let the sky grow dark!
The cord to the nock, the shaft to the ear, and the king of Koth for a mark!
-The Scarlet Citadel

I decided to make a few changes to the bow statistics (always a considered and sometimes controversial subject) to reflect the importance and power of certain cultural bows in the setting.
These rules are used with only one attack per round from a bow. This and the limitations of ammunition should keep things from getting out of hand.

The Bossonian longbow and the Stygian bow are large and very powerful warbows. They inflict severe wounds due to their heavy pull and large arrows. A Strength score of 13 is required to fire either bow. Neither can be fired while mounted.

The common hunting bow is a short bow found across the Hyborian world. It is the most common type of bow. It can be used mounted.

The Hyrkanian and Shemitish bows are of similar design. They are hard hitting but not as powerful as the Bossonian or Stygian bows. They do have a better range and can be used while mounted.

Arrows can be tipped with barbs giving a +1 bonus to damage.

Crossbows are loaded by pulling the string back by hand and takes one full round to reload. The Arbalest is a deadly steel bowed crossbow which must be cocked with a crank or winding mechanism. This takes three full rounds to reload.