Phlan Phlan was a large town located on the northern shoreline of the Moonsea at the mouth of the Stojanow river . Founded over 1 , 000 years ago , a series of destruction and rebuilding led to the city being walled off into a destroyed , ruined Old Phlan and a rebuilt , shining Civilized Phlan . Phlan was noteworthy not only for its stubbornness but also as the location of the fabled Pool of Radiance , which was the source of power for the otherworldy Tyranthraxus . The town is currently rebuilding from the devastating Dragon Run of 1306 DR and was growing even more popular as a stop for caravans and ships with recent troubles with Hillsfar , and adventuring was encouraged through the crumbling ruins of Old Phlan . Local points of interest included the ruins of Valjevo Castle , once one of the largest castles in Faerûn . Rather than rebuilding the castle , a group of druids were instead attempting to recultivate the courtyard . The only temple in the city was called the Waiting , which was dedicated to Tyr . History . Phlan was founded in 367 DR as a trading outpost between the elves of Myth Drannor and the dwarves of the Dragonspine Mountains . It was leveled in 400 DR by the First Turnabout , a massive attack by the Dark Alliance of humanoids who swept down onto the Moonsea region to attack Northkeep . In 712 DR , Milsor the Valjevo had the city rebuilt and also commissioned the building of what would become Valjevo castle when it was completed in 730 DR . The abandonment of Hillsfar , after the fall of Myth Drannor ( 714 DR ) , saw refugees expanding the citizenry of what was then the largest settlement on the north shore of the Moonsea . In 902 DR the Zhentilar made the first of many attempts to conquer their eastern neighbor , claiming that citizens of Phlan had raided their territory ( though this claim was likely erroneus ) but didn ' t count on Phlan ' s ally Melvaunt disrupting their siege . A four - year war resulted in Phlan becoming a reluctant signatory to the Treaty of the Ride ( 906 DR ) which saw Zhentarim influence over the city increase dramatically . 1303 DR saw ogres completely overrun a Phlan unprepared for their assault but the city was quickly rebuilt by the stubborn survivors and was able to participate in the Moonsea War against Mulmaster three years later . The Dragon Run of 1306 DR saw Phlan again reduced to ruins as the other cities of the Moonsea were too focused on the Moonsea War to provide any assistance . The coming of Tyranthraxus . While it is not known how much of a hand the spirit of the yugoloth - like extraplaner entity Tyranthraxus had in the Dragon Run , around the same time , it managed to trick the ancient bronze dragon Srossar into bathing in the Pool of Radiance , a portal to an unknown dark plane underneath the Valjevo Castle . When the dragon entered the pool , Tyranthraxus took possession of the dragon and commenced immediately to build an army of monsters for the subjugation of Faerûn . By the year 1347 DR , Tyranthraxus had near complete control of Phlan with the exception of a small human settlement on the Docks . Using the civilized Docks as a base , attempts to reclaim the city had began again with a new City Council formed by children of the original merchants of Phlan and new speculators . Adventurers flocked to Phlan to help clear these monsters out in return for the generous bounty offered by the new Council . Using the services of a trio of adventurers to clear out the occupied areas of the city , Councilman Porphyrys Cadorna quickly rose to the position of First Councilman . By this time , the adventurers had succeeded in retaking most of the city , though Tyranthraxus still remained under Castle Valjevo and in control of the Pool of Radiance . Cadorna , after learning of the existence of the Pool , became obsessed with it , wishing to use its it power to expand his own . When the possessed dragon was finally defeated by the adventurers , Cadorna attempted to seize control of the Pool only to be possessed himself by Tyranthraxus who forced him into the Pool , teleporting him to the plane it called home . Seizure by Bane . 1357 DR saw Phlan , along with several other Moonsea cities , teleported from its location to serve as soul farms to the god Bane . The Thayan Red Wizard Marcus and a pit fiend named Tanetal were put in charge of taking Phlan . Defying Bane ' s initial command of teleporting the city to Banehold , the two moved Phlan into a cavern underneath the Red Wizard ' s tower southeast of Zhentil Keep . The two planned to feed souls of the residents of Phlan to the Pool of Darkness to increase their own powers before handing it over to Bane . Marshaling the defenses of the city was the wizard Shal Bal and the cleric of Tyr Tarl Desanea , two of the three heroes who just a decade earlier freed the city from Tyranthraxus . With the two heroes leading the defense , Marcus and Tanetal were unable to take control of the city , despite numerous full assaults and the fact that the city was trapped directly under Marcus ' tower . The third member of the legendary group , the human ranger \ thief Ren o ' the Blade went in search of the city after it ' s disappearance . Aided by two druids under directions from Silvanus , an undead paladin of Tyr named Miltiades , and a wizard named Evaine , Ren managed to find the tower and joining with Tarl and Shal , was able to defeat the Red Wizard and send the pit fiend back to the Nine Hells . The defeat of Marcus and the Tanetal broke the spell holding the city under the tower and the city was returned to its former location on the Moonsea . Zhentil occupation . In 1375 DR Phlan was conquered fully by Zhentil Keep and within five years the government had been dissolved to be replaced by the tyranny of Cvaal Daoran when he dissolved the Council of Ten and name himself the Lord Protector of Phlan . Daoran also handed custodianship of undead - infested Valhingen Graveyard over to the Order of the Silent Shroud , a kelemvorite sect who defeated the evils within and , with the help of the Emerald Enclave , turned the Graveyard into a pristine garden . During the Shadowbane War of 1383 DR however , Cvaal forged an alliance with the dark fey of the Quivering Forest and managed to slay a shadovar prince , thereby ensuring that his city did not meet the same fate as Zhentil Keep . The hearts of his subjects softened thanks to his valiant defense of the city and they accepted his rule with little complaint , allowing his dynasty to claim rights as monarchs . In turn , the rule of Cvaal ' s government and that of the local Church of Bane also softened . The next several decades saw the Netherese and the elves of Myth Drannor quietly trying to exert their influence over the city , but neither of them could claim any real successes . In 1456 DR , Cvaal ' s son Talaric decided to send loggers into the Quivering Forest , voiding his father ' s agreement with the fey . Talaric mysteriously disappeared that night , never to be seen again . In 1480 DR , attacks by local barbarian tribes led to refugees swarming toward Phlan but it was eventually discovered that the barbarian attacks were caused by the coming of Maram and when adventurers made sure that Maram ' s return did not occur , Phlan was saved once more . In 1488 DR , Talaric ' s son , Anivar Daoran died in an apparent accident while overseeing renovations on Valjevo Castle . Ector Brahms , the Knight Commander of Phlan ' s banite military , the Knights of the Black Fist , was declared Lord Regent due to the fact that Anivar had sired no heirs . Ector ' s grasp on power was weak and he quickly established martial law to enforce his will - a deeply unpopular move . There were riots , which involved the looting and destruction of the Lyceum of the Black Lord , the city ' s temple to Bane , and traders began avoiding the city . With so little trade , the formerly prosperous city began to decline and the violence got worse too . The city ' s guilds , whose masters had been the power behind the throne during Anivar ' s reign , decided to concentrate on profiteering instead of cooperating with each other to stabilize the city . The many construction projects sponsored only scant months ago were left stagnating , with tools and materials piled in the streets . As people lost jobs and market prices rose , the Knights struggled to maintain a semblence of order and rival factions developed to forward their own interests . Even The Welcomers , Phlan ' s long - standing thieves guild , became politically active , initiating acts of violence against those they percieved to be threatening their city . Most trade in the city became illegal in nature , as the black market became the only reliable way to turn a profit and crime was at an all time high . Government . From 1340 DR , Phlan was ruled by the Council of Ten , with a half - orc fighter named Kella Voskorm serving as its last noted High Councilor . The Council had a high turnover rate , as no - confidence elections were held regularly for even the smallest of mishaps . However , in the Year of the Blazing Hand ( 1380 DR ) , Zhentarim Hatemaster Cvaal Daoran dissolved the council , declaring himself as Lord Protector of Phlan . Trade . Paths which lead out of Phlan : Defense . The city had a militia of about 120 , though a local clan of dwarves pledged 100 troops as help to the city . However , the city ' s walled nature was its greatest defense against invaders . Other important factions . Thieves ' Guilds . A thieves ' guild called the Welcomers operated openly within the city , the members of which cut off their left ear as a sign of loyalty . As most residents of the town were aware of the guild , the guild earned its name by preying on visitors to the city . Religious groups . A Banite cult that worshipped Iyachtu Xvim ( but called him Bane ) was the official religion of Phlan . The cult was known for being relatively moderate in comparison to the main Church of Bane based out of nearby Mulmaster . The Most Solemn Order of the Silent Shroud was a group of worshippers of Kelemvor whom Cvaal Daoran gave the responsibility of the care of Valhingen Graveyard . They were allies of the Emerald Enclave . Military and Law enforcement . The Knights of the Black Fist were Phlan ' s military . Formerly a religious order of the Church of Bane . After Ector Brahms became Lord Regent , the Knights gained a reputation for corruption . The Black Watch were Phlan ' s militia but took a less active role in the city after martial law was declared . The Red Plumes mercenary company from Hillsfar were active in Phlan . The Vilhon Mercenary Corps was also brought into Phlan ostensibly to combat the Knights of the Black Fist . Trivia . The city of Phlan was the origin of the game of Old Men ' s Bones , which was played all over Faerûn .