Fallcrest

### Population

3,450; another 1000 or so live in the countryside within a few miles of the town.

### Defense

60 Warriors
350 Militia
70 Bronze Warders

### Inns

Nentir Inn
Silver Unicorn Inn

### Taverns

Blue Moon Alehouse
Lucky Gnome Taphouse
Nentir Inn taproom

### Supplies

Halfmoon Trading House
Sandercot Provisioners

### Temples

House of the Sun (Pelor, Kord, Bahamut) Temple of Erathis (Erathis, Ioun, Moradin)

Moonstone Temple (Sehanine,Corellon, Melora, Avandra).

Fallcrest imports finished goods from the larger cities downriver and ironwork from the dwarf town of Hammerfast, and exports timber, leather, fruit, and grain. It also trades with the nearby town of Winterhaven. The surrounding hills hold several marble quarries that once produced a good deal of stone, but the area has little demand for ornamental stone these days, and only a few stonecutters still practice their trade.Fallcrest stands amid the Moon Hills at the falls of the Nentir River. Here travelers and traders using the old King’s Road that runs north and south, the dwarven Trade Road from the east, and the river all meet. The surrounding ridges shelter several small valleys where farmers and woodsfolk live; few are more than six or seven miles from the town. In general the people outside Fallcrest’s walls earn their living by farming or keeping livestock, and the people inside the walls are artisans, laborers, or merchants. People with no other prospects can make a hard living as porters, carrying cargo from the Lower Quays to the Upper Quays (or vice versa).

## About

A small town built from the ruins of a larger city, Fallcrest is the crossroads of the Nentir Vale.

### Population

3,450; another 1000 or so live in the countryside within a few miles of the town. The people of Fallcrest are mostly humans, halflings, and dwarves, though most races including tieflings, half-orcs and elves are represented, AND travelers of all races pass through on occasion. Fallcrest has recently seen a large influx of settlers from the southern kingdoms after the new Bronze Warder army restored a measure of peace to the surrounding lands.

### Government

The human noble Faren Markelhay is the Lord Warden (hereditary lord) of the town. He is in charge of the town’s justice, defense, and laws. The Lord Warden appoints a town council to look after routine commerce and public projects.

### Defense

The Fallcrest Guard numbers sixty warriors (see the accompanying statistics block), who also serve as constables. Moonstone Keep is their barracks. The Lord Warden can call up 350 militia at need.

### Inns

Nentir Inn; Silver Unicorn Inn. The Silver Unicorn is pricier and offers better service; the Nentir Inn sees a more interesting clientele.

### Taverns

Blue Moon Alehouse; Lucky Gnome Taphouse; Nentir Inn taproom.

### Supplies

Halfmoon Trading House; Sandercot Provisioners.

### Temples

House of the Sun (Pelor, Kord, Bahamut) Temple of Erathis (Erathis, Ioun, Moradin) Moonstone Temple (Sehanine, Corellon, Melora, Avandra).

## Fallcrest's Story

Up until four centuries or so ago, the Moon Hills and the surrounding Nentir Vale were thinly settled borderlands, home to quarrelsome human hill-chieftains and remote realms of nonhumans such as dwarves and elves. Giants, minotaurs, orcs, ogres, and goblins plagued the area. Ruins such as those on the Gray Downs or the ring-forts atop the Old Hills date back to these days, as do stories of the hero Vendar and the dragon of the Nentir.
With the rise of the empire of Nerath to the south, human settlers began to move up the Nentir, establishing towns such as Fastormel, Harkenwold, and Winterhaven. A Nerathan hero named Aranda Markelhay obtained a charter to build a keep at the portage of the Nentir Falls. She raised a simple tower at the site of Moonstone Keep three hundred ten years ago, and under its protection the town of Fallcrest began to grow.

Over the next two centuries, Fallcrest grew into a small and prosperous city. It was a natural crossroads for trade, and the Markelhays ruled it well. When the empire of Nerath began to crumble about a century ago, Fallcrest continued to flourish—for a time. Ninety years ago, a fierce horde of orcs known as the Bloodspears descended from the Stonemarch and swept over the vale. Fallcrest’s army was defeated in a rash attempt to halt the Bloodspears out on Gardbury Downs. The Bloodspears burned and pillaged Fallcrest and went on to wreak havoc all across the Nentir Vale.

In the decades since the Bloodspear War, Fallcrest has struggled to reestablish itself. The town is a shadow of the former city; little trade passes up and down the river these days. The countryside for scores of miles around is dotted with abandoned homesteads and manors from the days of Nerath. Once again the Nentir Vale is a thinly settled borderland where few folk live. This is a place in need of a few heroes.

## Key Locations

Fallcrest is divided into two districts by a steep bluff that cuts across the town. The area north of the bluff is known locally as Hightown. This district survived the city’s fall in relatively good shape, and it was the first area resettled. To the south of the bluff lies Lowtown, which tends to be newer and poorer. In the event of a serious threat, people retreat up to Hightown—the bluff and the town walls completely ring this part of Fallcrest, making it highly defensible.

### 1. Tower of Waiting

This old fortification was built on a small island in the Nentir to guard the city from any waterborne attack from the north. It fell into ruin even before the sack of the old city, and now is little more than an empty shell overrun by mice and birds.

### 2. Upper Quays

Boats proceeding down the Nentir must stop here and offload their cargo, which is then portaged through the town to the Lower Quays and loaded onto boats below the falls. Likewise, cargo heading in the other direction is carried up to these quays and loaded aboard boats bound upstream.

### 3. Five-Arch Bridge

Dwarf artisans from the citadel of Hammerfast built a fine stone bridge over the Nentir two hundred years ago. Although the bridge was destroyed when Fallcrest fell, the great stone piers supporting it remained intact, so a few years back the people of the town laid a new timber trestle over the old stone footings.

A small toll house guards the western side of the bridge. Five Fallcrest guards under the command of Sergeant Thurmina watch this post. They collect a toll of 1 cp per head (and 1 sp per mount) making use of the bridge in either direction. Thurmina is a gruff woman who has been known to turn a blind eye to odd cargo moving over the bridge when paid to do so. The river current begins to pick up on the south side of the bridge. Boats (or swimmers) venturing far from the banks are in danger of being carried over the falls.

### 4. Nentir Inn

A fine new building constructed of fieldstone and strong timber, the Nentir Inn stands on the west bank of the river. Merchants from Winterhaven or Hammerfast make up the clientele, along with travelers who happen to be passing through. A good room with two single beds goes for 5 sp per night. The Nentir Inn also boasts a lively taproom, which is popular with the folk who live in the vales on the west bank of the river.

### 5. Knight’s Gate

Fallcrest’s northern city gate is known as Knight’s Gate, because the Lord Warden’s riders normally come and go from the city by this road. The gate consists of strong outer doors of iron-reinforced timber and an inner portcullis between a pair of small stone towers. The portcullis is normally lowered at sunset, and the gates close only in times of danger. The gatehouse barracks accommodates five Fallcrest guards plus Sergeant Nereth, who commands this gate. He is a stiff-necked fussbudget who rigorously enforces all rules; the guards stationed here can’t stand their sergeant.

### 6. Silver Unicorn Inn

For many years, the Silver Unicorn has billed itself as “the Pride of Fallcrest,” charging high rates for its attentive service and well-appointed rooms. The recent opening of the Nentir Inn put a big dent in the Silver Unicorn’s business, and the owner, a stern halfling matriarch named Wisara Osterman, strongly disapproves. She’s certain that there is something shifty about Erandil Zemoar, but can’t put her finger on it.
A room in the Silver Unicorn costs 2 gp per night.

### 7. Halfmoon Trading House

The Halfmoon family is a large, far-flung clan of halflings who keep small trading posts in several settlements throughout the Nentir Vale. This is the largest and most important of those establishments. It’s under the care of Selarund Halfmoon, a friendly halfling who dispenses a never-ending stream of advice to his customers, such as, “It never rains but as someone gets wet!” or “A nail ain’t afraid of a hammer with no handle!” No one knows what he’s talking about most of the time, but Selarund is more sly than he lets on and keeps a close eye on events all around the town. The Halfmoon Trading House is an excellent place to buy any of the mundane tools, gear, supplies, or clothing mentioned in the Player’s Handbook.

### 8. Moonstone Keep

The seat of Lord Warden Faren Markelhay, Moonstone Keep is an old castle that sits atop a steep-sided hill overlooking the town. The outer bailey includes barracks housing up to sixty Fallcrest guards. At any given time about twenty or so are off-duty. Other buildings in the courtyard include a stable, an armory, a chapel, a smithy, and several storehouses. The keep is the large D-shaped building at the north end of the castle. Faren Markelhay is a balding, middle-aged human with a keen mind and a dry wit. He is a busy man and sees to local matters personally, so adventurers calling on him are likely to wait a long time for a short interview. However, he is eager for news of other towns in the Vale (and farther lands as well) and never turns away someone who brings him news or waits to see him.

### 9. The Tombwood

Along the southern slopes of Moonstone Hill grows a large thicket that has never been entirely cleared. Within its tangled paths lies the old castle cemetery (now heavily overgrown), as well as a battle-mound dating back centuries.

### 10. House of the Sun

When Fallcrest was a larger city, it supported several good-sized temples located in the Hightown districts. With the town’s depopulation, several of these were abandoned, including the House of the Sun, a temple dedicated to Pelor. The place also includes shrines to Kord and Bahamut. Recently, a zealous dwarf priest of Pelor named Grundelmar came to Fallcrest from Hammerfast and reestablished this old temple. Grundelmar is loud and opinionated, a real fire-breather who goes on and on about smiting evil wherever it might lurk.

### 11. House Azaer

A small, well-off trading company, House Azaer is owned by the tieflings of the Azaer family. They import goods (including arms and armor) from Hammerfast, Harkenwold, and the lands to the south, and organize caravans up to Winterhaven several times a year. House Azaer is an excellent place to purchase nearly any mundane equipment from the Player’s Handbook, although its prices are a little on the high side.
Amara Azaer is in charge of the house business in Fallcrest, and spends her time on the premises. Though young, the tiefling is quite sharp and doesn’t miss an opportunity for profit in running the Azaer business.

### 12. The Nentir Falls

Here the Nentir River descends nearly 200 feet in three striking shelflike drops. On the small island in the middle of the falls stands the statue of an ancient human hero named Vendar, holding up his hand as if to challenge enemies approaching from downriver. Local legend tells that Vendar slew a dragon whose lair was hidden in caverns beneath the falls.

### 13. Temple of Erathis

This large, impressive stone temple is finished with Fallcrest’s native marble. Its chapel is a large rotunda with a 30-foot-tall dome. The temple of Erathis is the largest and most influential temple in town. The place also includes shrines to Ioun and Moradin. High Priest Dirina Mornbrow oversees two lesser priests and several acolytes—townsfolk who spend part of their day tending the temple. Dirina is a woman of about sixty who is convinced of the superiority of Erathis’s dogma, and disappointed that more people in Fallcrest don’t pay proper reverence to “our city’s patron god.” She is familiar with several divination and restoration rituals and can aid adventurers with ritual magic at need—for an appropriate gift to Erathis, of course. She has limited access to the following ritual scrolls: Hand of Fate (1), Cure Disease (4), Raise Dead (1), Remove Affliction (2).

### 14. The Bluffs

Fallcrest is divided in half by a great cliff snaking northwest to southeast across the town. The bluffs average 150 to 250 feet in height. They are not strictly vertical, but are too tall and steep to be easily climbed.

### 15. The Catacombs

The limestone bluffs between Hightown and Lowtown hold a number of caves, which the folk of Fallcrest have used as burial crypts for centuries. As caves fill up, they are walled off and forgotten about. Naturally, stories abound in town about treasure hoards hidden away in the crypts, and the restless undead that guard them.

### 16. Moonsong Temple

The third of Fallcrest’s temples is devoted to Sehanine. It also includes shrines to Corellon, Melora, and Avandra. The Markelhays regard Sehanine as their special patron, and over the years they have given generously to the temple. The temple occupies a commanding position atop the bluffs, and its white minarets can be seen from any corner of Lowtown.
The leader of the temple is High Priest Ressilmae Starlight, a wise and compassionate elf who finished adventuring decades ago and retired to a contemplative life. He is a musician of great skill who happily tutors the local children, even those who are poor and can’t afford to pay for their lessons. He has limited access to the following ritual scrolls: Cure Disease (2), Raise Dead (1), Remove Affliction (1).

### 17. Fallcrest Stables

Lannar Thistleton owns this business, providing travelers with tack, harness, stabling, shoeing, wagons, and just about anything dealing with horses, mules, or ponies. He keeps a larger corral about a mile outside of town, and at any given time Lannar has several riding horses, draft horses, or mules in his paddock near Wizard’s Gate. The halfling is an excellent source of rumors, since he sees the travelers coming or going by the roads. He is a friendly fellow of about forty, with a large brood of children at his home out in the countryside.

### 18. Wizard’s Gate

Fallcrest’s eastern city gate is known as Wizard’s Gate, because it’s the gate most convenient to the Septarch’s Tower. The road to the east travels a few miles into the surrounding hills, linking a number of outlying farms and homesteads with the town.
The gate resembles Knight’s Gate in construction, and is similarly watched by a detachment of five guards and a sergeant. The leader of this detachment is Sergeant Murgeddin, a dwarf veteran who fought in the Bloodspear War and was present at the Battle of Gardbury, where Fallcrest’s army was defeated. A friendly drink goes a long way toward loosening Murgeddin’s tongue about that long-ago war.

### 19. Naerumar’s Imports

Considered the finest of Fallcrest’s retail establishments, Naerumar’s Imports deals in gemstones, jewelry, art, and magic trinkets. The owner is Orest Naerumar, a tiefling who displays impeccable manners and discretion. Orest corresponds with relatives and colleagues in several towns and cities outside the Nentir Vale; given a few weeks, he can order in low-level magic items or other items of unusual value. Similarly, Orest purchases interesting items such as these, since other dealers in distant towns or cities might be looking for them.

### 20. Amroth Estate

This is the home of the self-styled “lord” Armos Amroth, a wealthy landowner who collects rents from scores of farmers and herders living in the countryside nearby. Armos is a brusque, balding man of about fifty who makes a show of loaning money in good faith and exacting only what the law allows—but somehow he has quietly bought up dozens of free farms over the years and turned their owners into his tenants.

### 21. Moonwash Falls

A small, swift stream known as the Moonwash flows through Fallcrest to meet the Nentir River. The stream is rarely more than 20 feet wide or 5 feet deep. The town’s children love to play in the pool at the base of the falls in the summertime.

### 22. Septarch’s Tower

This lonely structure is a tall, oblong tower carved of pale green stone that doesn’t match anything else in the town. In the days before the Bloodspear War, this was the seat of Fallcrest’s mages’ guild—an order of a dozen or so wizards and arcane scholars. Defensive enchantments prevented the orcs from sacking the tower, but the guild’s members died fighting for the city or fled to safer lands.
The tower is now the property of Nimozaran the Green, an elderly wizard who was once apprenticed to the last of the old guild mages. Nimozaran considers himself the “High Septarch of Fallcrest” and master of the guild, whose membership now includes only himself, a male dragonborn sorcerer named Nazarath and a rather unpromising male halfling apprentice named Tobolar Quickfoot. Nimozaran expects any potential new guild members to pay a hefty initiation fee, and so far none of the few other arcanists living in or passing through Fallcrest have seen reason to join.

### 23. Blue Moon Alehouse

This brewhouse on the banks of the Moonwash Stream is the best tavern in Fallcrest. The owner is a nervous, easily flustered fellow of fifty or so named Par Winnomer. The true genius behind the Blue Moon is the halfling brewmaster Kemara Brownbottle. She is happy to let Par fret about running the taphouse, while she spends her time perfecting her selection of ales and beers.
The Blue Moon is popular with halfling traders whose boats tie up along the Lower Quay, well-off town merchants, and the farmers who live in the countryside south of Fallcrest. The old dwarves Teldorthan (area 24) and Sergeant Murgeddin (area 18) hoist a tankard or two here on frequent occasion, and both can provide beginning adventurers with good leads on potential adventures.

### 24. Teldorthan’s Arms

The dwarf Teldorthan Ironhews is the town’s weaponsmith and armorer. He is a garrulous old fellow who spends his time trading stories with his customers with a pipe clenched in his teeth, while his apprentices (two of whom are his sons) do the work. Make no mistake—Teldorthan is a master armorer, and under his supervision his apprentices turn out work of exceptional quality.
Teldorthan has in stock (or can soon manufacture) just about any mundane weapon or armor found in the Player’s Handbook, although he advises beginners to try a hammer: “If you can drive a nail, you can kill an orc! You can drive a nail, can’t you?”

### 25. King’s Gate

Fallcrest’s southern gate was destroyed in the attack that devastated the city long ago, and it still has not been entirely rebuilt. One of the two paired towers is nothing but rubble, and several large gaps remain in the town walls south of the bluffs through which anyone could enter the city.
Despite its lack of functionality, the King’s Gate is still used as a guardpost by the Fallcrest guards. Sergeant Gerdrand is in charge here; he is a tall, lanky man who doesn’t say much, answering questions with a grunt or a shake of the head.

### 26. The Market Green

The majority of Fallcrest’s folk live above the bluffs in Hightown and walk down to do business on the streets of Lowtown, which bustle with commerce. This wide square is an open, grassy meadow where Fallcrest’s merchants and visiting traders do business in good weather. The town’s children gather here for games of tag or kick-stones.

### 27. Sandercot Provisioners

The largest general store in Fallcrest, Sandercot’s deals in just about anything—food, clothing, stores, rope, tools, gear, leather goods, and more. Compared to the Halfmoon Trading House, Sandercot’s has slightly cheaper prices but goods of somewhat lower quality.
The owner is Nimena Sandercot, the widow of the late and unlamented Marken Sandercot.

### 28. Lucky Gnome Taphouse

The Lucky Gnome is widely regarded as the cheapest and coarsest of Fallcrest’s drinking establishments. It caters to the porters and laborers who work the nearby docks, and fistfights are a nightly occurrence.
The owner of the Lucky Gnome is a character named Kelson.

### 29. Lower Quays

Keelboats and similar craft put in here to unload their cargo and portage it up to other boats above the falls. As described above for the Upper Quays, the porters’ guild jealously defends its monopoly on moving cargo around the falls, and it frequently attempts to intimidate local merchants into paying for portage services—whether needed or not. In addition to the porters’ guild, another gang of troublemakers lurks around the Lower Quays: the River Rats. These street toughs and thieves look out for the chance to pilfer from the warehouses or roll a drunk in a dark alleyway.
Boats belonging to a number of different travelers tie up here, the most common of which are the keelboats of the halfling Swiftwater Clan. The Swiftwaters carry cargo all the way down to the Nentir’s mouth, hundreds of miles downriver. They’re more than willing to take passengers for a small fee. Irena Swiftwater is the matriarch of the clan. She is a sharp merchant who passes herself off as an absent-minded reader of fortunes and maker of minor charms.