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

Roleplaying Belton Freedew

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

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

<= Memories of Holdenshire

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

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

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

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

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

Dangerous, Sneaky Shopping

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

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

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

<= Memories of Holdenshire | Redwall Locations =>

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

Read or paraphrase the following to begin the adventure:

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

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

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

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

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

A Different Start

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

 <= Memories of Holdenshire | Northminster Catacombs =>

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

#1: The Holy Deep

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

Treasure

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

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

#2: Dead Sanctuary

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

#3: Rubble-Blocked Hall

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

Trap

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

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

#4: Chancel Storage

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

Treasure

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

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

#5: Gelatinous Hallway

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

Trap

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

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

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

#6: Parishioner's Tomb

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

Creatures

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

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

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

#7: The First Trap

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

Trap

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

Catacomb Exit

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

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

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

<= Memories of Holdenshire | Wanted In Northminster =>

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

Northminster

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

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

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

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

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

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

Northminster Abbey

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

Abbey Catacombs

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

Redwall

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

Weirwood

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

Weirhenge

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

Hengistbury

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

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

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

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

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

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

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

Thornbury

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

<= Memories of Holdenshire

A monstrous insectile being has invaded the minds of innocent bystanders and psionically press-ganged them into a "cult" deep within the catacombs of Northminster. After the cult plagued the townsfolk for weeks, the brave adventurer Annika Crestveil delved beneath the city and neither she nor the vile insect survived their battle.

Left dazed and confused at the end of another hero's story, the adventurers wake in the Northminster catacombs without memories and soon discover they are wanted criminals. Our "cultists" must find a way to regain their memories and find the real culprits while being hunted down by Annika's brother Tariq Crestveil, the captain of the guard relentlessly seeking vengeance for the death of his sister.

About the Adventure

This introductory adventure is designed for an adventuring party of four to five 1st level characters. Memories of Holdenshire is a Level Up adventure that begins below the city of Northminster and ends in the small town of Hengistbury in the county of Holdenshire. By the end of the adventure, the adventurers should be 3rd level. Memories of Holdenshire can be run independently as its own adventure, a prelude to your own campaigns, or it can be used to lead directly into the much larger Level Up adventure path of To Save A Kingdom. The county of Holdenshire is the central location for To Save A Kingdom but it can also fit comfortably into any larger fantasy setting of your choosing.

Adventure Background

A month ago each of the adventurers were abducted off the road east of Hengistbury by Orfrain Cassar, a highwayman turned unwitting vassal of a psychic extraplanar insect called a khalkos . Orfrain then delivered his prisoners to the khalkos deep in the catacombs underneath the city of Northminster where it psionically enslaved them into its own private "cult", forcing the party to abduct others from the settlement above and making them infamous "cultists" in the eyes of Northminster.

The players will not remember what happened during their weeks of psionic domination and should begin the adventure confused about their circumstances. Their last memories should be hazy recollections of Hengistbury—prior to the adventure or during the first session, the Narrator should work with players to determine what they remember and why they'd either live in or pass through Hengistbury.

A Different Start

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

Adventure Overview

The adventure takes place over the course of three acts, each of which is designed to take 1–2 regular sessions of play, give or take a session depending on the speed of the players and the length of each session.

Act I: The Cult Who Knew Too Little

For adventurers of 1st–2nd level

The adventurers have been scandalously abducted, their minds taken from them by a powerful extraplanar monster and their actions the past few weeks not their own. Just before the adventure begins a famed hero, Annika Crestveil, delves into the Northminster catacombs and does battle with the insidious khalkos . Both Annika and the khalkos die in their fight, and the adventure opens as the heroes find themselves waking up in the catacombs with no memory of recent days, trying to piece together what happened.

Upon reaching the surface, the adventurers find to their surprise that they are wanted criminal "cultists" being hunted by the town guard. They meet Belton Freedew, a charming member of the criminal underground willing to smuggle them out of the city for a price. After completing a few dangerous tasks for Belton, the players narrowly escape the city in a high-speed wagon chase and they set out into the wilderness in search of Granny Appleseed, a wise woman capable of restoring their lost memories. The adventurers advance to 2nd level at the end of this act.

Act II: On the Lam

For adventurers of 2nd level

With Captain Tariq hot on their trail, the roads are no longer safe and the party must forge ahead through lawless and wild territories. The adventurers run into numerous encounters as they avoid the guards and explore the wilderness, surviving against the elements and crafting new identities with help from Belton. Eventually they arrive in the Weirwood and meet Granny Appleseed—and after some cooking and riddles they learn that to restore their memories they'll need to return to Hengistbury where it all started.

Act III: Evil's True Face

For adventurers of 2nd–3rd level

The party arrives in Hengistbury and bids farewell to Belton as they settle in and attempt to regain their memories. The little town is far from quiet and after some needed rest the adventurers must defend the townsfolk from kobold attacks. Eventually their memories return and each of the PCs recalls being abducted on the east road, and upon inspection they find a smashed wagon—and that Belton never made it to his destination. The party then tracks down Orfrain Cassar's lair where they find both Belton and Captain Tariq captured within. In a grotesque twist of their final confrontation, Orfrain's head bursts to reveal the sickening khalkos larvae within. The adventurers squish the psionic vermin and make peace with Captain Tariq, advancing to 3rd level at the end of this act.

<= Memories of Holdenshire

When the adventurers awake in the catacombs below Northminster, they must unravel a mystery and escape the law! After frantic wagon chases, a wilderness journey, friendly hags, and a village fair, can they recover their memories of Holdenshire?

A starter adventure for 1st-level characters by Andrew Engelbrite, Sen. H.H.S, and Savannah Broadway, this adventure gently introduces some of Level Up: Advanced 5th Edition's new rules. You can play this adventure using the 5th Edition core rules or with Level Up.

Introduction: Memories of Holdenshire

• Adventure Overview
• Main Locations
• People of Holdenshire

Act I: The Cult Who Knew Too Little

• Beginning the Adventure
• Northminster Catacombs
• Wanted In Northminster
• Redwall Locations
• Fallen Hero/Time To Go
• A Brief Respite

Act II: On the Lam

• Beginning Act II
• Roadblock Ahead
• The Journey
• A Persistent Pursuer
• Meet Granny Appleseed

Act III: Evil's True Face

• Beginning Act III
• Places of Interest
• The Summer Festival
• Party Crashers
• A Friend in Need
• Into the Barrowdeep

Conclusion

• The Truth Will Set You Free (What Comes Next?)

Adventure Overview =>

Adventurer's Guide

Mundane consumable items like food and water are simplified into a single item called Supply. When an adventurer gains access to food and water, they can add Supply to their inventory.

• 1 Supply consists of enough combined food and water to sustain a Small- or Medium-sized creature for a day.
• Large-sized creatures require 2 Supply each day. Creatures of Huge size or larger require an amount of Supply determined by the Narrator.
• A creature can carry a number of Supply equal to its Strength score in addition to the rest of its gear. A Large-sized creature can carry Supply equal to twice its Strength score.
• Whenever a creature takes a long rest , it must consume Supply. If it does not, it gains a level of fatigue .
• At the Narrator’s discretion a beast can hunt, forage, or graze before taking a long rest, only requiring Supply if the region is not plentiful enough for it to do so.
• Supply consumed while in another form (like while under the effects of a polymorphing spell or a druid’s wild shape) is wasted and provides no nourishment when a creature returns to its normal form.

When adventurers run out of Supply while journeying, they can access more in a few ways. Some journey activities allow adventurers to forage for more food and water. Boons and discoveries , which are common rewards for exploration challenges, may lead to more Supply. As a last resort, the party may need to take a detour to the nearest town, find a wandering merchant, or even abandon the journey and head home.

Purchasing Supply

Supply can be purchased in the form of iron rations at a cost of 5 silver for 1 Supply. Finer foods may cost more.

Voidrunner's Codex

Supply includes rations, water, basic consumables, minor first aid gear, and power cells. Androids consume Supply in the same way that organic beings do (they drain energy from power cells), and energy weapons use Supply as ammunition.

Supply costs 0.5 cr per Supply.

See Making an Attack .

Your Strength score determines how much weight you can bear. The following terms define what you can lift or carry.

Carrying Capacity. Your carrying capacity is your Strength score multiplied by 15. This is the weight (in pounds) you can carry as you go about day-to-day business. If you exceed your carrying capacity, you are encumbered (see Conditions ).

Bulky Items . You can carry a number of bulky items equal to 1 + your Strength modifier (minimum 1). If you exceed this number, you are encumbered.

Supplies. You can carry a number of Supplies equal to your Strength score in addition to the rest of your gear.

Push, Drag, or Lift. You can push, drag, or lift a weight in pounds up to twice your carrying capacity (30 times your Strength score). While pushing or dragging weight in excess of your carrying capacity you are encumbered.

Size and Strength. Tiny creatures can’t carry much, while Larger creatures can carry more. A Tiny creature’s carrying capacity is halved and it can’t carry bulky objects. For each size category above Medium, Larger creatures double their carrying capacity, the number of bulky items they can carry, and the amount they can push, drag, or lift. A creature can only be considered a maximum of one size larger or smaller when determining how much Supply and weight it can carry.