History of Zhentil Keep Founded in 640 DR , Zhentil Keep was located on the western edge of the Moonsea at the connection point of the River Tesh . Along with the Citadel of the Raven , Zhentil Keep was destroyed by the Shadovar in 1383 DR . The Founding . Zhentil Keep began as a small trading camp located on the north side of the Moonsea around 640 DR . The original purpose of the encampment was to facilitate trade with the Iron House dwarves in the mines of Tethyamar . The trading camp had the benefit of being located further away from the dangerous lands of Thar than many of the other northern Moonsea trading camps . This helped to give the fledgling community an added measure of protection from the numerous monsters of that area . It wasn ' t until around 747 DR that anyone attempted to create a permanent settlement out of the encampment . This person , a Chancelgauntian ship owner named Orlephar Flostren , began hiring workers and mercenaries to construct fortifications and patrol the surrounding areas . This strategy proves to be successful and is able to repel several goblin attacks the following season . The Twelve Lords . The success of Flostren ' s Hold quickly caught the interest of several Sembian merchants and by the next spring , a group of 12 Sembian merchants purchased the hold from Flostren for 240 , 000 gold pieces . The merchants quickly instituted a major project of expansion , building large multi - towered walls and setting aside large swaths of land for the creation of more ports and housing . A large keep was then raised in the northwestern quarter to hold a defensive garrison . Following its completion , a merchant by the name of Elephstron quickly moved into the keep and gave himself the title " Lord of the Keep . " When the other eleven merchants challenged Elephstron ' s power grab , his response was to suggest that they assume the titles of " Lords of the City , " which would grant them the ability to collect taxes , enact laws , and establish militias for carrying out orders on their behalf . The eleven merchants were intrigued by this proposal and the twelve came to a power - sharing agreement with Elephstron as the head . With rivalries subsided ( for the moment ) , the twelve were able to focus more on the many building and expansion projects happening within the city . As a result , Flostren ' s Hold experienced a period of rapid growth as more and more merchants started moving in and buying or renting land . Lord Zhentar and the Cleansing of the Council . Despite the measures taken by the 12 Lords , monster attacks on caravans and nearby trade routes became more and more common . At the same time , infighting between the merchants was growing increasingly dangerous and threatened the stability of the Hold . In response to this worsening situation , Elephstron set out in search of a wizard to aid him in combating these threats . Determined to find a mage of considerable skill , Elephstron searched far and wide . It was in 751 DR that Elphestron met a wizard by the name of Zhentar in the city of Westgate . Zhentar accepted Elephstron ' s request on the condition that the twelve Lords create a formal governing council and give him a seat with equal status in this new council . The twelve lords ultimately agreed to his terms and Zhentar relocated to the Hold as a Lord of the City . Although Zhentar ' s history before his coming to Flostron ' s Hold remains shrouded in mystery , what is well known is that soon after he arrived , six of the twelve lords suddenly died . If there was any question at first as to who might have been behind these mysterious deaths , that question was answered when all six council vacancies were immediately replaced by six individuals who all seemed to know Zhentar . Furthermore , all of the replacement lords were wizards , with the exception of an extremely rich merchant and a strange priest named Brest . The Rise of the Dark Shrine . It wasn ' t until around a year later when the people of the Moonsea began to realize the implications of Zhentar ' s takeover . In the aptly named Year of Strife , 753 DR , the people of the Moonsea were left aghast when a temple , named The Dark Shrine , was raised and consecrated in the name of Bane within the walls of Flostren ' s Hold with Lord Brest as its High Priest . A number of the lords immediately began voicing their opposition to the new temple , believing the Dark Shrine would scare away merchants and hurt business in the Hold . The Death of Elephstron and Zhentar . As tensions continued to rise , the lords persuaded Elephstron to accost Zhentar on the matter . Armed with magical weapons and armor , Elephstron ambushed Zhentar atop the walls of the Hold . Elephstron managed to slay the wizard , but not before Zhentar managed to get off one last spell , sending them both plummeting off the wall to their deaths . The death of the two most powerful lords threw the council into chaos as the remaining 11 lords began to split between those who had allied with Elepstron and the wizard - lords who remained loyal to Zhentar ' s vision . Furthermore , after years of strong - arm tactics and corrupt policies , the people were beginning to turn against the council as well . It was Lord Hamastarin who first recognized the danger the city was in . Fearing riot and rebellion , Lord Hamastarin threw his support behind Elephstron ' s son Jhoaz , viewing him as an easy puppet for the rest of the twelve . Zhentar ' s mage - lords accepted this proposition after Hamastarin also suggested that Zhentar ' s seat be filled by another wizard in order to preserve the balance on the Council of Lords . With a war among the council temporarily averted , Zhentar ' s mage - lords turned themselves to another pressing problem . While rumors and theories flew like wildfire throughout the Hold , no one outside of mage - lords ' circle truly knew what had happened to Zhentar and Elephstron . Seeing an opportunity , the mage - lords crafted a story of an evil wizard assassin sent by rival southern merchants . Zhentar , as the story goes , was attacked by the wizard and the two ultimately killed each other in the battle , while Elephstron was simply an innocent bystander who apparently was killed in the fray from a misplaced spell or something of the sort . To protect from any individuals nosy enough to try and sort out the truth , the mage - lords sought the help of the Dark Shrine . Together , the mage - lords and the priests of Bane cast numerous spells designed to block any attempts to commune with the spirits of the two fallen lords or divine the truth of their story . The wizards ' scheme worked marvelously and Zhentar was touted as a hero of the city , which was quickly renamed " Zhentil Keep " in his honor . Not surprisingly , the Dark Shrine immediately received a large anonymous donation which it eagerly used to expand its temple in the Keep . Expansion . With peace in the council , the new Zhentil Keep experienced a period of major expansion beginning in 754 DR . Learning from the lessons of the near rebellion , the Council of Lords began pouring money back into the city , setting their sights on forging a major center of trade with routes to rival any within the Moonsea or the Dalelands . Already Hillsfar had managed to take over much of the trade in the Moonsea region , and in order to take it back , the Keep would need to make some major investments . The first project was to construct a large bridge across the River Lis , linking the city with the southern trade routes . The bridge was then heavily fortified and lined with catapults to protect against enemy ships . The second order of business was to create a massive log boom that could be used to block off any unwanted access to the channel . With the channel and bridge secure , a new section of the city was constructed on the southern shore of the river where a large tower and a gate were raised . With the southern section complete , the entire northern section was expanded outwards over a period of four years . By 775 DR , the encampment completes the construction of a great black wall . The expansion payed off quickly and a new wave of merchants poured into the city , many of them drawn to the lack of rules , since one could sell any good so long as there were buyers . In fact , the only persons one ever had to answer to were those whose business was being cut into . Often , that answer would come in a poisoned dagger or a sudden " accident , " both of which could also be bought at competitive prices . Soon , hiring wizards for protection , if not outright assassinations was practically a must to survive the growing ruthlessness of Zhentil Keep ' s merchant culture . Seeing the boom in demand for magic - users , Zhentar ' s former mage allies quickly banned the use of magic by all except those who are members of their elite circle . Any magic - users not allied directly with Zhentar ' s mages were run out of town or worse , giving them a complete monopoly over the increasingly lucrative magic business . The Night Plague . With a comfortable grip on power , the mage - lords were free to concentrate more fully on their craft . Inevitably , the ravages of time caught up with the mages . One by one , the Zhent mages passed on their council seats to mages of their choosing and retired to isolation to carry on their studies and experiments with the dark arts . As time wore on however , the mages started abandoning the city - surface entirely , moving into the dark and dank crypts beneath the city and achieving lichdom . Interestingly , while most who achieve lichdom prefer total isolation , these Zhent - liches remained dedicated to Zhentar ' s vision and as such continued to work together to further their goals . Eventually , even the minds of liches begin to fade and soon the city found itself under siege each night as the sun set and the liches began to rise from their underground crypts and inflict countless terrors on the Zhents . This was the period of the " Night Plague , " where every home , bar , and inn closed their doors and boarded up their windows each night to protect themselves from the mad undead wizards . It wasn ' t until the merchants and caravaneers began to pull their business out of the city that the Council acted . In the year 882 DR , all mercenaries and sell - swords were forced into the Zhentilar army and together with the Zhent - mages and priests of Bane , sent to neutralize the renegade liches . Ultimately , the Night Walkers were driven back into the underground crypts which were then magically sealed to keep them form wandering the city . It is unknown how many have survived to this day , but the large presence of undead in the current ruins suggests that at least a few of them remain . Further , legend holds that the magical seals were designed to last only as long as the Zhentar lords remain in control of the city . If this is true , it is likely that the destruction of the city has released any of the surviving liches Zhentilar Expansion . Following the events of the Night Plague , the council found itself in control of an army bigger than any in its history . Instead of disbanding much of the Zhentilar , the council decided to expand on it and constructed numerous military barracks and strategically placed iron gate check points throughout the city . The council then split the Zhentilar into two separate groups . The first group was used for standard military purposes while the second group , called the Naug - orls ( or Devil Worms ) , consisted mainly of assassins , spies , thieves , and thugs and were used as a secret police for the council . The First Wars . On the heels of the newly reorganized Zhentilar , the first military campaign was launched in 902 DR in response to an increase in Zhentilar skirmishes with Phlanite raiders near the city ' s borders . In the spring of 902 DR , the navies of Zhentil Keep took control of Thorn Island and set it ablaze while Zhentilar soldiers occupied Stojanow Gate . The Zhent naval assault was finally broken after the city of Melvaunt sends their navy to the island , forcing the Zhent navy to retreat . After four years of continuous attacks and counter - attacks between the three cities , Zhentil Keep manages to gain the upper hand with aid of the city ' s Banite priests . Ultimately , the capture of the Twisted Tower by agents of Cormyr and the founding of Shadowdale in 906 DR shifts the focus of the council and they enter into peace talks with Phlan and Melvaunt . The war concluded soon after when Phlan , Zhentil Keep , and Melvaunt signed the Treaty of the Ride and enter into an alliance known as the Triple Alliance The next 100 years saw numerous attempts by Zhentil Keep to bring the many people and cities of the Moonsea under their sway using a combination of military strategy and economic blackmail . Although attempts to bring Hillsfar under its influence failed , with the help of the Zhentilar , Zhent merchants were able to significantly expand their market - share throughout the region as well as begin forging new caravan routes to distant lands . One of the largest military expeditions during the period was the occupation of Yûlash , which ended with Yûlash granting Zhentil Keep exclusive trading rights . Also , the beginning of a long and protracted war between Zhentil Keep and the city of Mulmaster over naval supremacy in the Moonsea occurs during this period . In the year 1018 DR Zhentil Keep was targeted by a number of dragons during a Realms - wide dragon assault know as the Rage of the Dragons . The Banite priests and wizards of the city ultimately turned away the attack , but not before the dragons managed to destroy the keep along with many of the lords who had taken up shelter inside of it . The year 1221 DR saw the city of Voonlar fall Zhentil hands . Officially touted as merely a " treaty of mutual defense and trade , " the people of Voonlar soon found that all key political positions within the city were quickly replaced by Zhent puppets acting solely in the interest of the Keep . Murder in the Council . In the year 1258 DR First Lord of Zhentil Keep Harlshoon , as per custom , sent his two sons Manshoon and Asmuth along with Chess , son of Lord Calkontor , out on a mission to prove themselves as princes of Zhentil Keep and bring back more wealth to the city . Believing Harlshoon , a warrior , as unfit to rule the city , Lord Calkontor saw an opportunity in Harlshoon ' s sons departure to plot his overthrow . Three months after Manshoon , Asmuth , and Chess had left the city , Calkontor poisoned Harlshroon . Harlshroon , realizing what Calkontor had done , used his last remaining strength to throw a chair at the treacherous lord . Calkontor , caught off guard , was helpless to stop Harlshroon as he followed through with his attack and pushed him out of the tower window , sending the wizard plummeting to his death . Harlshoon succumbed to the poison soon after and with both of the dead lords ' heirs out of the city , Zhentil Keep soon found itself in the midst of another political coup as the mage Theilon Greencloak and the Banite priest Ulsan Baneservant took the open council seats for themselves . As is often the case in Zhent politics , the truth was quickly covered up with spells and false rumors , this time blaming the lords deaths on spies and assassins from Hillsfar or Mulmaster . The Three Princes . It was at an inn in the Dalelands where the three princes first learned of their fathers ' deaths and the usurping of their seats by Theilon and Ulsan . Manshoon and Chess vowed to take their positions on the council by force if need be . Having had a previous encounter with the Harpers which left Asmuth blinded ( and Manshoon without his right hand ) , the two staged the " accidental " death of Asmuth by pushing him off a narrow bridge . In 1259 DR Things begin to play in the two princes favor after Lord Greencloak is killed leading an otherwise successful attack against the a brotherhood of evil Tharran mages called The Masked Wizards of Ankhalus . The two princes return to Zhentil Keep in 1260 DR and immediately upon entering the city , the two found themselves the targets of continuous assassination attempts ordered by Ulsan Baneservant . Initially appearing to defect to Lord Baneservent , Chess was able to lead Ulsan into a trap where with the aid of Fzoul Chembryl , a disgruntled subordinate of Lord Baneservant and childhood friend of Manshoon , the three were able to cut through Lord Baneservant ' s assassins and kill him . Having secured their seats , the now Lord Chess and Lord Manshoon sponsor Fzoul ' s rise through the ranks of Bane ' s priesthood . Manshoon and the Founding of the Zhentarim . The ascent of Manshoon and Chess to Zhentil Keep ' s Council of Lords in 1260 marked the beginning of a new era in Zhentil Keep ' s history . Within a year , Manshoon , with the help of Fzoul Chembryl , founded the secret organization known as the Black Network or the Zhentarim . Composed of spies , Zhent wizards , and Banite priests loyal to Fzoul , the Zhentarim allowed Manshoon to extend his influence and intelligence gathering . In 1263 DR Fzoul Chembryl broke with the Black Lord ' s Altar , the orthodox Banite chuch run by the High Imperceptor of Bane in Mulmaster , renaming The Dark Shrine in Zhentil Keep to The Black Altar , declaring it the new head of the Banite church and bringing in a large portion of Zhentil Keep ' s Banite priests into the ranks of the Zhentarim . Very soon after , Zhentarim spies began bringing word of a floating rock over the area of Teshendale . In 1265 DR , during his investigation of the rock , Manshoon made contact with a beholder living in the rock named Xantriph and negotiated an alliance with him . Manshoon spread word through the area that the floating rock was the Temple in the Sky , a floating link to the . Manshoon encouraged all Banites to go to the floating shrine and speak with Bane . Soon entire regiments of the Zhentilar along with members of the Zhentarim were being stationed in the temple and Banites from all around went the the temple to receive instruction and give confessions to Bane . In reality , the voice belonged to Xantriph , who relayed many of the plots and confessions back to Manshoon and encouraged members to perform actions to further the cause of the Zhentarim . The Hordes . Not long after the founding of the Zhentarim , a horde of orc s and dragon s led by a giant four - armed orc named Ghauust invaded the Moonsea . The areas of Hulberg and Sulasspryn were decimated by dragons while the orcs seized Melvauntian outposts and took over the Border Forest . At the same time , the city of Glister found itself under siege from ogres and the Moonsea itself was taken over by humanoid pirates . Seeing this as an opportunity to bolster their standing in the region , Zhentil Keep sent a force of Zhentilar to aid the embattled cities of Melvaunt and Thentia . With the Zhentil reinforcements , the cities managed to rout the orcs , leaving the cities of the region indebted to the Keep ( although not a few suspected the invasion to be of Zhentarim make to begin with ) . The Moonsea Alliance and the Citadel of the Raven . In 1276 DR , during a meeting with representatives of the other Moonsea cities , Zhentil Keep proposes a joint campaign to occupy and rebuild the Citadel of the Raven , an abandoned stronghold resting in the center of 10 miles ( 16 km ) of interconnected fortresses on the western end of the Dragonspines . The Citadel would then serve as protection against further hostile invasions into the Moonsea . Zhentil Keep proposes the Citadel be a garrison containing personnel from each Moonsea city . As a token of good faith , Zhentil Keep releases Yûlash as an independant city , withdrawing all Zhent occupation forces . Hillsfar , Melvaunt , Mulmaster , Phlan , Sulasspryn , Thentia , Voonlar , and Yûlash agree to the idea and after several campaigns against the orcs and ogres occupying the area , the Citadel was secured and refortified . The Time of Troubles . When Bane fell during the Time of Troubles , Zhentil Keep was claimed by followers of Cyric . He controlled the keep and its citizens until 1368 DR , when he fell and Zhentil Keep was subsequently assaulted by white dragon s and frost giant s the following year . This siege left a large portion of the city , north of the river Tesh in ruins . Much of the activity and attitude of the city ' s inhabitants are directed towards rebuilding the destroyed regions . Post Spellplague . In response to the Zhentarim alliance with the Phaerimm , the Shadovar moved against Zhentil Keep , razing it along with the Citadel of the Raven . Currently , the city ' s northerly districts have become home to a den of pirates as well as a refuge for bandits . Ships belonging to the Black Moon Brotherhood have been known to dock here often . South , across the Tesh river , the former city has become a dangerous ruin shadowed by twilight and crawling with undead who , protected by the dark shroud hanging above the city , roam this rubble strewn section of the city day and night . This area is currently beset by several factions controlled by intelligent undead as well as at least one necromancer . These factions all vie for control over this valuable territory .