Xanathar's Lair

Xanathar's Lair - Map

**Xanathar's Lair** is an ancient dungeon complex originally built by Netherese wizards and expanded by beholders over time. It connects to the subterranean town of Skullport by way of a long tunnel (area X4). A secret staircase (area X1) gives access to Dawic's sewers.

The lair has the following features, with exceptions noted in the text:

* Unless noted otherwise, rooms are 20 feet high and hallways are 15 feet high.
* Rooms and corridors are brightly lit by continual flame spells cast on wall sconces.
* Most doors are single, circular slabs of stone, 8 feet in diameter and 6 inches thick, with stone hinges on one side. Double doors are 16-foot-wide, 8-foot-high semicircles that split open down the middle. Doorknobs are set into stone fixtures shaped like Xanathar's symbol. (Xanathar can open or close an unlocked door using its Telekinetic Ray, or obliterate a locked one with its Disintegration Ray.)

## Getting to the Lair

Very few members of the Xanathar Guild have access to the beholder's secret lair. If the characters want to get there, the following factions know where it is and can help them find it.

### Bregan D'aerthe

Jarlaxle has a spy in the Xanathar Guild: the advisor Nar'l Xibrindas, who uses sending spells to transmit intelligence to his drow brethren. Bregan D'aerthe knows that the safest route to the beholder's lair is a secret staircase in the sewers of the Castle Ward. Any character who belongs to this faction can get this information from Jarlaxle or another source.

If the party includes at least one Bregan D'aerthe member with renown of 4 or more in the faction, four male drow are waiting for the party at the top of the staircase. Their names are Arannis Nur'zekk, Beldar Tlabbath, Rylvar Tlabbath, and Draknafein Uriss. Their orders are to help the characters complete their mission, whatever the cost. These drow also have secret orders to kill Nar'l Xibrindas, if he's still alive, and retrieve Jarlaxle's bag of holding (see area X35). If you're tracking experience points, each drow gets an equal share of the XP while a member of the adventuring party.

### Harpers

Characters who belong to the Harpers can approach Mirt (see appendix B), who knows the location of Xanathar's lair. (He has dealt with the beholder many times as a Lord of Dawic.)

Mirt leads the characters to a secret staircase in the Castle Ward sewers (area X1). As the characters prepare to descend the stairs, Mirt tells them that Xanathar doesn't relate well to humanoids, doesn't trust them as a matter of course, and is prone to imagining conspiracies where none exist. He also tells the characters that Xanathar has a pet fish and is insanely protective of it.

Mirt won't accompany the adventurers, but he knows a secret that could be helpful: Thorvin Twinbeard, Xanathar's chief engineer, is a Harper informant. Mirt shares this secret with any character who has renown of 4 or higher in the Harper faction.

### Lords' Alliance

Characters who are members of the Lords' Alliance can reach out to Jalester Silvermane (see appendix B). Jalester doesn't know the location of Xanathar's lair but can get the details from Laeral Silverhand.

With the information in hand, Jalester leads the party to a secret staircase in the Castle Ward sewers (area X1). As the characters prepare to descend the stairs, Jalester warns them to avoid confronting the paranoid and unpredictable beholder.

If one or more characters have renown of 4 or higher in the Lords' Alliance, Jalester offers to join the party on its mission into Xanathar's lair. If you're tracking experience points, Jalester gets an equal share of the XP while a member of the adventuring party.

### Emerald Enclave

Characters who are members of the Emerald Enclave can learn the location of Xanathar's lair by speaking with Jeryth Phaulkon at Phaulkonmere. Jeryth tells them that she has been sending awakened rats into the sewers to find the beholder's lair, and that they recently discovered a secret staircase in the Castle Ward sewers leading down to it (area X1). She has one of the awakened rats lead them there. This rat has an Intelligence score of 10 and can speak Common.

### Zhentarim

Characters who are members of the Zhentarim can approach Yagra Strongfist at the Wizards Sleeve. She recently learned about a "back door" to the beholder's lair from a drunken blabbermouth with ties to the Xanathar Guild. Yagra  offers to lead them to a secret staircase in the sewers under the Castle Ward (area X1). "Trust me," she says, "it's safer than the route through Undermountain and Skullport."

Yagra will join their descent if the characters promise to pay her at least 1,000 gp. Otherwise, she wishes them well and heads back to the Wizards Sleeve. If you're tracking experience points, Yagra gets an equal share of the XP while a member of the adventuring party.

## Areas of the Lair

The following areas correspond to the labels on map 5.1. This lair has two levels connected by staircases and secret doors.

### X1. Staircase of Eyes

Characters are most likely to enter Xanathar's lair by this route: a spiral staircase accessible from the Castle Ward's sewers and hidden behind a secret door. This staircase circumvents a more difficult route through Undermountain and Skullport, which is described in *Waterdeep: Dungeon of the Mad Mage*.

When the characters find the staircase, read:

The walls of this narrow, spiraling staircase are carved with opened eyes that glow with a faint, magical light.

Characters feel as though they're being watched as they descend the stairs, and the feeling doesn't go away once they enter the beholder's lair. The dimly lit staircase descends for hundreds of feet, ending before a circular stone door that swings open into area X2.

### X2. Watched Hall

This magically lit hall has the following features:

* The walls are carved with eyes of all shapes and sizes. Many of the orbs have stone eyelids that open and close at irregular intervals.
* Characters who succeed on a DC 14 Wisdom (Perception) check notice a ghostly eyestalk (scrying sensor) protruding from the ceiling directly in front of the double door to the south.
* A secret door is hidden in the west wall.

Blinking Eyes. The blinking eye carvings are slightly unnerving but harmless.

Scrying Sensor. The ghostly eyestalk is a magical sensor that allows one of the apprentice wizards in area X16 to monitor this hall. The eyestalk functions as an extra eye with darkvision out to a range of 60 feet. A character can ascertain the eyestalk's function with a successful DC 10 Intelligence (Arcana) check but can't determine who's peering through it, or from where. The eyestalk can't be damaged but is destroyed by a dispel magic spell. The sensor is suppressed within the area of an antimagic field.

Secret Door. The secret door can be found with a successful DC 15 Wisdom (Perception) check. To open it, one must press a nearby wall carving shaped like an eye. When this is done, the secret door swings inward, revealing a curved hallway (area X8) beyond.

### X3. Beholder Zombie Guard

A beholder zombie guards this magically lit room. Surrounding it are four gas spores, which look like immature beholders at first glance. All five creatures float in the middle of the room.

The beholder zombie is all that remains of a beholder that arose from the Underdark to challenge Xanathar's supremacy. After defeating its rival, Xanathar had the corpse animated and transformed into a lair guardian. The gas spores were added later.

The beholder zombie allows creatures that brandish the symbol of Xanathar to pass unmolested. Otherwise, it attacks. The gas spores don't attack but explode if they take any damage. The beholder zombie is immune to their Death Burst trait.

### X4. Tunnel to Skullport

This magically lit tunnel extends 300 feet eastward off the map. It ends at a staircase that climbs 20 feet to the Guts & Garters Inn, an establishment located in the subterranean town of Skullport, which is under Xanathar's control. See *Waterdeep: Dungeon of the Mad Mage* for more information on the inn and Skullport.

### X5. Horror's Alcove

A suit of animated armor with Xanathar's symbol embossed on its breastplate stands in this alcove, appearing at a glance to be an ornate but inanimate suit of armor on display. It remains inert until it takes damage or is summoned to area X6 by Xanathar. (The beholder uses it to keep the spectators in the arena from getting too rowdy.)

### X6. Pit of Blood and Fortune

Xanathar has turned this room into a gladiatorial arena. It also uses this location to dispose of underlings it no longer trusts in a manner that it considers entertaining.

This area has the following features:

* A magically lit, circular chamber has a thin layer of blood-soaked sand covering the floor and stone buttresses supporting its 40-foot-high domed ceiling.
* Ten-foot-high stone bleachers hug the northwest half of the room. Staircases lead from the bleachers to other areas of the lair, and a tunnel under the bleachers leads west to the monster cell block (area X7).
* A semicircular recess in the southeast wall has steps leading up to it. Its floor is 5 feet higher than the arena floor, and the alcove is decorated with bouquets of Underdark fungi in stone vases and purple tapestries that bear Xanathar's symbol. Jutting from the curved roof of the alcove is a spectral eyestalk (scrying sensor).
* A secret door is hidden in the south wall.

If Xanathar is elsewhere, the arena is empty but under surveillance (see "Scrying Sensor" below).

If Xanathar is present, it hovers in the southeast alcove and uses its ring of invisibility to remain unseen. Standing on the steps of the alcove are two dwarves: Xanathar's majordomo, Ahmaergo (see appendix B), who presides over fight tournaments, and Xanathar's chief enforcer, Noska Ur'gray (see appendix B), who releases arena combatants from area X7. Ten human bandits and five bugbears (all members of the Xanathar Guild) guzzle ale and heckle combatants from the bleachers, while two goblins serve up salted rat intestines and stirge meat pies.

Joining a Tournament. If the characters enter during a tournament, they see a minotaur battling a scarred female halfling, Samara Strongbones (see area X7). The halfling doesn't want to die in a pointless battle and screams for help. If the characters intervene, the arena spectators turn violent and attack them. If the characters let the fight play out, Noska escorts the victor back to area X7 while Ahmaergo goads characters into joining the tournament. If the characters aren't willing to enter the tournament, Ahmaergo has them beatenunconscious and locked up while Xanathar watches silently.

Rules for running a tournament are described at the end of this chapter (see "Blood and Fortune"). If a character joins the tournament and wins, or defeats its underlings, Xanathar is impressed enough to grant the party an audience, during which it tries to subjugate them (see "Facing Xanathar,").

Scrying Sensor. The spectral eyestalk is a magical sensor, which allows an apprentice wizard in area X16 to monitor this room. See area X2 for more information.

Secret Door. The secret door in the south wall can be found with a successful DC 15 Wisdom (Perception) check. It pushes open to reveal area X33 beyond.

### X7. Cell Block

This area contains four cells separated by bars. The rectangular iron doors have locks built into them, and Noska Ur'gray carries the keys. Picking a lock requires a successful DC 15 Dexterity check using thieves' tools. Breaking down a cell door requires a successful DC 25 Strength (Athletics) check. The Cell Occupants table lists this area's prisoners.

Cell Occupants
 B
 C
 D

### X8. Hall of Statues

This 20-foot-wide, magically lit hallway connects various areas controlled by the Xanathar Guild. It has the following features:

* Lifelike humanoid statues dot the hall.
* The first time the characters explore the hall, a deep gnome in clownish garb is dancing and cartwheeling up and down the hall, between the statues.

Gnome Clown. The garishly dressed deep gnome, Flutterfoot Zipswiggle, serves Xanathar as a jester. He carries a packet containing dust of disappearance. Unknown to Flutterfoot, the beholder has tired of the gnome and plans to turn him to stone when next they meet.

Flutterfoot knows the features and layout of Xanathar's lair, as well as the beholder's current whereabouts and the locations of secret doors, except the ones leading to area X36. He gleefully offers to serve as a guide if the characters correctly answer the following riddle:

*I come with a smile;*
In slaughter, I rest;

I can be contagious,

But my medicine is best.

What am I?

The answer to Flutterfoot's riddle is "laughter." If the characters give the wrong answer, the gnome sprinkles himself with dust of disappearance, turns invisible, and flees.

Lifelike Statues. The statues are the petrified remains of intruders and Xanathar Guild members that were turned to stone by Xanathar. There are a dozen statues in all: four humans, three goblins, two drow, a dwarf, a halfling, and a tiefling.

Secret Door. The secret door to area X2 is clearly visible from this side. It is opened by turning a stone knob on the adjacent wall.

### X9. Guild Barracks

This magically lit room has the following features:

* The walls are covered with lewd graffiti written in Common, Dwarvish, Goblin, and Undercommon.
* In the front of the room is a ramshackle wooden table surrounded by empty barrels and casks that serve as stools. Drained tankards are strewn across the tabletop and the floor.
* A dozen moldy bunk beds are arranged in two rows at the back of the room.

Xanathar Guild Members. When they're not watching a tournament in the arena (area X6) or listening to Xanathar give a speech in the audience chamber (area X18), ten humanbandits, members of the Xanathar Guild, sleep here. They're so drunk that, for the next few hours, they awaken only if they take damage. Also, they are poisoned while they remain intoxicated.

### X10. Noska's Quarters

Xanathar's enforcer, Noska Ur'gray (see appendix B), resides in this magically lit room when he's not in the arena (area X6). The room contains the following features:

* A marble bathtub with clawed feet rests in the middle of the room, next to a large wooden cage containing a rust monster. Along the walls are piles of broken and rusted helmets, shields, and weapons.
* Hanging from hooks on the back wall are three mannequins made of straw and canvas, with a multitude of crossbow bolts sticking in them.

Noska keeps the rust monster as a pet and feeds it items from the piles of discarded helms, shields, and armaments. He uses the mannequins for target practice. The bathtub, which he has converted into a bed, is padded with straw and mangy furs.

Wooden Cage. A simple latch holds the cage door shut. The rust monster can't harm anyone while trapped inside.

Treasure. Hidden under a pile of rusty weapons is a wooden chest containing Noska's personal hoard: 37 gp, 151 sp, 360 cp, and four bloodstones (worth 50 gp each).

### X11. Ahmaergo's Collection

Xanathar's majordomo fetishizes minotaurs and has decorated this magically lit room accordingly:

* A stuffed, glowering minotaur stands at the north end of the room. A large greataxe rests on a wooden rack in front of it.
* In the middle of the room is a 10-foot-long, 5-footwide, 3-foot-high rectangular slab of stone with a hand-carved, miniature model of a stone maze atop it.

Stone Maze. A detect magic spell reveals an aura of conjuration magic around the model maze. A creature that touches the maze becomes the target of a maze spell (save DC 15). Once the effect triggers, it can't do so again until the next dawn.

Stuffed Minotaur. When someone other than Ahmaergo opens the southern door, the skeleton of the stuffed minotaur erupts out of its skin, becoming an animated minotaur skeleton, and arms itself with the greataxe. It attacks all intruders, pursuing any who flee into area X8 or X12. The minotaur skeleton obeys Ahmaergo's commands.

### X12. Ahmaergo's Quarters

The magical lights in this room have been dispelled, rendering the chamber dark. Characters who have a light source or darkvision can discern the following features:

* The room has been converted into a maze, its walls made of stacked crates nailed together with boards. The walls rise to meet the 20-foot-high ceiling.
* Humanoid bones litter the floor. (Ahmaergo gathered the bones from Undermountain and put them here as grisly decorations.)

The maze fills the entire room but for a 10-foot-square area in the southwest corner, where Ahmaergo keeps a wooden chest and a bed made from the skulls, bones, hide, and fur of minotaurs.

Getting through the maze takes time but isn't difficult, except that Ahmaergo has rigged a tripwire halfway through. A character in the lead who is searching for traps spots the tripwire with a successful DC 12 Wisdom (Perception) check. Once spotted, it can easily be avoided or disarmed. If the trap is triggered, the walls of the maze come crashing down. Every creature in the collapsing maze is hit by debris and must make a DC 12 Dexterity saving throw, taking 10 (3d6) bludgeoning damage on a failed saving throw, or half as much damage on a successful one.

Treasure. Ahmaergo's chest contains 121 gp in a sack made of stitched flesh, a carved malachite figurine of a minotaur (worth 250 gp), and a potion of healing.

### X13. Thorvin's Workshop

Double doors swing open into a magically lit chamber containing the following:

* Thorvin Twinbeard (see appendix B), Xanathar's engineer, is building a large contraption in the middle of the room. Floating nearby is an albino gazer (see appendix B).
* Tools cover stone tables throughout the room. (There are enough tools here to assemble two sets of mason's tools, one set of smith's tools, and two sets of tinker's tools.)
* Other furnishings include a cot and a stack of wooden casks filled with Wyrmwizz Ale (a Skullport brew).

Albino Gazer. Xanathar dreamed this gazer into existence and sent it to spy on Thorvin, whose loyalty the beholder is beginning to question. The gazer is itself disloyal. A wizard character can befriend it with a successful DC 11 Charisma (Persuasion) check and turn it into their familiar with a find familiar ritual. When the gazer becomes a familiar, its alignment changes to match that of its new master.

Thorvin Twinbeard. When it is finished, Thorvin's contraption will enable Xanathar to pulverize creatures that it petrifies, turning them into a fine powder that can be used to make plaster. The pulverizer consists mainly of a tall stone bin with grinding gears at the bottom, and a chute where the powdered stone pours out.

The pulverizer is a pet project of Thorvin's that allows him to hang around Xanathar's lair and gather information, which he sells to the Harpers. (Thorvin puts the coin he earns from the faction in a bank, far from the beholder's prying eyes.) If one or more characters approach him and claim to be Harpers, Thorvin is upset that they would risk exposing him as a spy, pointing to the albino gazer. If the characters befriend the gazer and promise to go away, Thorvin truthfully answers as many as three questions. He's never seen Ahmaergo's chambers (areas X11 and X12) but knows the rest of the lair well.

If the characters are looking for a way to mess with Xanathar's operation, Thorvin suggests they coerce Nar'l Xibrindas, the beholder's advisor (see area X18), into giving them the large supply of smokepowder that he smuggled into the dungeon. Thorvin also tells them where to plant the smokepowder to cause the most damage (see "Destroy the Lair").

### X14. Secret Hallway

This magically lit hall is concealed behind secret doors. It circumvents the audience chamber (area X18) and gently slopes down toward the east. Finding either secret door requires a successful DC 15 Wisdom (Perception) check.

### X15. Stairs to the Maze

Characters at the top of these magically lit stairs can hear loud music and raucous laughter boiling up from below. The staircase descends 20 feet to area X28.

### X16. Panopticus Guard Station

This room contains the following features:

* Five bald shield dwarves, their heads covered with purple eye tattoos, sit around the edge of a glowing circle on the floor. Their eyes are scrunched shut, but they are aware of their surroundings.
* Protruding from the ceiling, directly above the circle, is a large, flaring bronze "bell" similar in shape to the mouth of a tuba.
* Set into the back of a recessed wall is a secret door that leads to area X17.

Dwarves. The five tattooed dwarves operate Xanathar's "panopticus" magical surveillance system. They fight only in self-defense. They are apprentice wizards (see appendix B), with these changes:

* They are neutral.
* They have these racial traits: Their walking speed is 25 feet. They have advantage on saving throws against poison and resistance to poison damage. They have darkvision out to a range of 60 feet. They speak Common and Dwarvish.
* Nihiloor the mind flayer has psychically and surgically altered the dwarves so that they sleep with one eye open and half their brains asleep at any time.

Amplification Bell. The bronze bell is connected to a tube that runs through the stone and into the nearby audience chamber (area X18). The bell amplifies sounds underneath it and transmits those sounds to the audience chamber.

Scrying Circle. A detect magic spell reveals an aura of divination magic around the circle, which the dwarves use to scry on various other locations within the dungeon: the entrance hall (area X2), the arena (area X6), the antechamber of madness (area X23), the recreation hall (area X28), and the downstairs hall (area X32). One dwarf watches each location and communicates what it sees via the bronze bell. The scrying circle functions for no one else. It is suppressed within an antimagic field and can also be dispelled (DC 17). When the circle ceases to exist, the ghostly eyestalk sensors in the above-mentioned locations disappear as well.

Secret Door. The secret door can be spotted with a successful DC 15 Wisdom (Perception) check. A pedal hidden in the floor, when stepped on, causes the door to swing inward.

### X17. Promenade

Pillars carved with eyes follow the curvature of the hall, and these eyes seem to track creatures as they pass by. This isn't a magical effect but an optical illusion.

Majordomo. If he's not with Xanathar in the arena (area X6), Ahmaergo (see appendix B) is conducting a routine inspection of the dungeon. The characters can hear the dwarf's echoing footfalls as he approaches their location. If he sees intruders and is outnumbered, Ahmaergo retreats to area X22, heads downstairs to gather reinforcements from area X28, and leads a search party to capture the interlopers. If he sees only one intruder, he draws his axe and attacks.

Secret Door. The northernmost end of this hallway displays a fresco of a leafless tree that has lidless eyes embedded in its branches. Pressing a specific eye causes a door-shaped section of the wall to swing open into area X16. Characters can find the secret door and the switch with a successful DC 15 Wisdom (Perception) check.

### X18. Audience Chamber

Xanathar greets visitors and makes speeches to its minions in this 40-foot-high domed chamber. Characters who were seen by the scrying sensors anywhere in the dungeon complex can't surprise the creatures here. The magically lit room contains the following features:

* The circular floor is tiled in black marble and bears a gold mosaic of Xanathar's symbol.
* Jutting from the ceiling is a bronze, bell-shaped protuberance. (This fixture is the other end of the sound amplifier described in area X16.)
* Displayed against the curved walls are a dozen lifelike statues (the remains of humans, drow, dwarves, goblinoids, and kobolds who defied the beholder).
* Hidden in the floor is a secret trapdoor.

While in this room, Xanathar uses its ring of invisibility to remain unseen and can use a bonus action to activate or deactivate a psychedelic display of magical lights, each one the size of a human eyeball. The lights fill a 10-foot cube in the middle of the room, and the beholder can throw its voice so that it seems to emanate from the same area. Any character who succeeds on a DC 13 Wisdom (Insight) check can tell that the display isn't the source of the voice.

If the beholder is here, it's using the psychedelic light display to deliver an incoherent, self-aggrandizing speech to a group of sycophantic underlings consisting of ten human banditsand two duergar who have never seen Xanathar's true form. These minions clutch tankards of Wyrmwizz Ale (a cheap Skullport brew) and toast Xanathar whenever the beholder commends itself. Xanathar's treacherous drow mage advisor, Nar'l Xibrindas (see appendix B), stands in front of the open door to area X19, clapping weakly at the speech. Floating next to Nar'l is his grell bodyguard. If Xanathar has been warned that the characters are near, it wraps up its speech and grants them an audience; see "Facing Xanathar," for more information.

If Xanathar is elsewhere, this room contains only Nar'l and the grell. Nar'l tries to lure adventurers into a showdown with the beholder. If he is wounded, he flees through the trapdoor in the floor and retreats to area X35 while the grell covers his escape.

If the party includes members of Bregan D'aerthe and Nar'l recognizes them as such, he gives them his vial of eyescratch poison so they can blind Xanathar with it. This act of treachery, witnessed by the grell, turns the creature against him.

Secret Trapdoor. A hidden trapdoor in the floor can be found with a successful DC 15 Wisdom (Perception) check. It can be lifted with a successful DC 12 Strength (Athletics) check, revealing a wooden ladder that leads down to area X29.

### X19. Xanathar's Sanctum

This magically lit room has a flat, 30-foot-high ceiling and contains several features:

* Luminous violet particles drift through the air like mist. A successful DC 12 Intelligence (Nature) check reveals that these are Underdark spores.
* A 20-foot-diameter fishbowl dominates the room. Filled with water, it also contains a small coral reef, a miniature shipwreck, and a sunken treasure chest.
* A smaller fishbowl, 3 feet in diameter, rests on a pedestal next to the larger bowl. A dwarf wearing a skullcap adorned with eyestalks feeds a trout-sized fish that swims in circles in this smaller bowl.
* A 10-foot-diameter silver mirror is embedded in the western wall. Letters are engraved into its frame.
* The eastern tunnel starts 10 feet above the floor and gently slopes upward to area X21. (Xanathar uses this passage as an escape route.)

If Xanathar (see appendix B) is here, it's invisible and speaking affectionately to the fish while the dwarf, Ott Steeltoes, feeds it.

Dwarf Fishkeeper. Ott Steeltoes (see appendix B) is Xanathar's fishkeeper. If he sees intruders and the beholder isn't present, Ott draws his dagger and stammers, "You shouldn't be here! Stay back, or I'll call the boss!" Ott can't telepathically communicate with Xanathar, but he thinks he can. He closes his eyes and frantically asks for Xanathar to return to its sanctum and disintegrate the intruders.

Fishbowls. Xanathar's pet fish, Sylgar, is the only creature that the beholder loves as much as itself. In fact, there have been many Sylgars over the years, but Ott is skilled at acquiring a replacement before Xanathar realizes its beloved pet has died.

Sylgar's large fishbowl weighs about 6,000 pounds, and the treasure chest at the bottom is real (see "Treasure" below). The small fishbowl weighs 60 pounds and is used primarily for feedings. Xanathar uses its telekinesis ray to transfer Sylgar from one fishbowl to another.

Mirror. Carved into the mirror's frame is the word "Xoblob." A detect magic spell reveals an aura of divination magic around the mirror. Speaking the word "Xoblob" within 10 feet of the mirror causes its reflective surface to become a scrying sensor, showing the Old Xoblob Shop and the street in front of it, as seen through the eyes of the stuffed beholder that hangs in the shop's display window (see "Old Xoblob Shop").

Spores. The purple spores are infused with *faerzress*, a magical radiation found in the Underdark. A creature that ends its turn in the room must succeed on a DC 13 Constitution saving throw or suffer a random form of short-term madness, determined by rolling on the Short-Term Madness table in chapter 8 of the Dungeon Master's Guide. A creature doesn't need to inhale the spores to be affected by them. Once the madness ends, the creature becomes immune to the spores in this room.

Treasure. The treasure chest is unlocked and contains thirty 100 gp gemstones. If Xanathar has retrieved the Stone of Golorr, the artifact is also here.

### X20. Dream Nullifier

This side chamber contains the following features:

* A 6-foot-diameter bowl made of crystal lattice pulsates with multicolored light as it floats 10 feet off the floor.
* A mangy straw pallet lies on the floor under the bowl. (The fishkeeper, Ott Steeltoes, uses the pallet as a bed.)

Dream Nullifier. Xanathar hired a wizard to construct a device that would prevent it from accidentally dreaming another beholder into existence. The bowl-shaped "dream nullifier" magically wakes Xanathar when it starts to dream about other beholders. If the bowl is engulfed by an antimagic field or targeted by a dispel magic spell or similar effect, it crashes to the floor and shatters into a million pieces.

### X21. Beholder Escape Route

Set into the floor at the north end of a tunnel that gently slopes down to area X19 is a circular stone plug that opens in the ceiling of the hallway below. Xanathar can lift the plug with its telekinesis ray, creating an opening just large enough for it to float through. A character can lift the stone plug with a successful DC 19 Strength (Athletics) check.

### X22. Arrival Point

Any creature holding the correct key that steps through the magical portal in area Q11 of the Xanathar Guild hideout (see chapter 1) appears here, between the columns of rock.

A curling staircase in the southwest corner descends 20 feet to area X32.

### X23. Antechamber of Madness

This great hall has the following features:

* A kuo-toa whip and six kuo-toa guard the hall. They gather in front of an iron portcullis in the southeast corner and tear bits of flesh off the bones of a recently slain dwarf.
* A ghostly eyestalk protrudes from the ceiling in the middle of the hall.
* The floor is littered with bones and covered with a thin layer of sticky, translucent slime.

Kuo-toa. These insane creatures are under the control of the mind flayer in area X24 and obey its telepathic commands to the best of their ability. When they detect intruders, they cry out, "Ooop! Ooop!" to alert their illithid master, then charge into battle.

Portcullis. The portcullis between this area and area X24 can be raised with a successful DC 22 Strength (Athletics) check, or with a knock spell or similar magic. The lever to raise the portcullis is in area X24.

Scrying Sensor. The ghostly eyestalk is a magical sensor that allows one of the apprentice wizards in area X16 to monitor this room. See area X2 for more information.

Sticky Slime. The slime-covered floor is difficult terrain for all creatures except kuo-toa, other creatures that have the Slippery trait, and creatures that fly.

### X24. Extraction Chamber

A portcullis separates this room from area X23, and the lever to raise and lower it is set into the north wall. Characters who peer through the bars of the portcullis can see the room's contents:

* In the middle of the room, a blood-spattered chair made of carved stone stands atop a 10-foot-square, 1-foot-high stone slab. Iron manacles are bolted to the chair's armrests.
* Trapped in the chair is a stunned and weaponless male drow in a chain shirt. He is trying to free himself of his bonds but is making no progress.

Drow Captive. The drow, Zaibon Kyszalt, was captured in Skullport and brought here for interrogation. His superior, Raelyn Auvryndar, was also captured and is confined in area X7. Zaibon wants to free her and escape into Undermountain, where House Auvryndar has outposts.

Nihiloor has a key that unlocks the chair's shackles. A character can unlock each shackle with a successful DC 15 Dexterity check using thieves' tools, and a creature shackled to the chair can slip free of these bonds with a successful DC 25 Dexterity (Sleight of Hand) check.

The mind flayer has telepathically interrogated Zaibon and learned about a House Auvryndar plot to conquer Skullport, as well as mounting tensions between the drow houses of Auvryndar and Freth. The mind flayer is getting ready to implant an intellect devourer in Zaibon's skull, then use him to undermine the drow plot and foment war between the drow houses. (Were Zaibon less useful, the mind flayer would have extracted his brain and turned it into an intellect devourer instead.) Zaibon knows nothing of the fate that awaits him.

Mind Flayer. If the characters haven't already dealt with Nihiloor, the mind flayer interrupts as they interact with Zaibon, entering from area X26 with an intellect devourer in its hands. If Zaibon is free of the chair, he tries to get as far away from the mind flayer and its "pet" as he can. Nihiloor doesn't pursue anyone who flees, trusting that they won't get far.

Replacing the Mind Flayer

Nihiloor the mind flayer has carved out its own lair within Xanathar's lair (areas X23 through X26). If Nihiloor is killed earlier in the adventure, replace it with a mind flayer named Qrr'zarq.

Qrr'zarq comes from a colony of mind flayers in Undermountain that wants to implant Xanathar with an illithid tadpole and, through a magical process called ceremorphosis, turn the beholder into a thrall. Qrr'zarq is waiting for an opportunity to implant the tadpole while Xanathar is alone and asleep. The mind flayer doesn't want adventurers to complicate or ruin its brilliant plan, which it keeps to itself. It offers to help characters who agree not to harm it or the beholder.

### X25. Food for Thought

This magically lit room contains these features:

* The room reeks of death and carnage.
* Three wooden tables are arranged corner to corner, forming a triangle, in the middle of the room. The floor around them is stained with blood.
* Atop two of the tables, held down with leather straps, are two humans (commoners) dressed like homeless men. One looks dead, and the other gibbers like a madman. The third table is bare except for an area of sticky blood at one end.

Unhappy Meals. The Xanathar Guild captures homeless Waterdavians and brings them here for Nihiloor to feed on. After devouring their brains, the mind flayer gives their corpses to his kuo-toa thralls to eat.

The two men, a locksmith named Skarn Zarphoul and a broadcrier named Holvan Ebberek, recently heard a dwarf getting his brain sucked out. Skarn is stunned and catatonic from the shock of it, and Holvan is a gibbering lunatic. A greater restoration spell or similar magic restores either man's sanity. The men were hooded and brought here separately, so they know nothing of the dungeon's layout or occupants (other than the mind flayer). If their sanity is restored, they are eager to return to their families in Waterdeep.

### X26. Devourer Spawning Pool

This room has the following features:

* In the middle of the area is a 10-foot-diameter, 2-foot-deep circular pool containing luminous green brine. Swimming in the brine are four intellect devourers. If it has not been encountered and defeated elsewhere, Nihiloor the mind flayer (see appendix B) is standing in the pool with the intellect devourers.
* Rusty manacles are bolted to the walls. (Hosts for the intellect devourers are chained in these locations.)

The brine is a magical substance that radiates an aura of transmutation magic under the scrutiny of a detect magic spell. Nihiloor uses it to transform humanoid brains into intellect devourers. The process is far from perfect. A full 90 percent of the brains left in the brine rot and die, while the remaining 10 percent transform after marinating for 1d4 + 1 days.

Nihiloor and the intellect devourers make their stand here. If the characters flee, the mind flayer sends the intellect devourers after them and stays behind.

### X27. Prison

Nihiloor the mind flayer uses this prison to confine potential hosts for his brood of intellect devourers. Captured characters might find themselves incarcerated here until they can be made into hosts. The area contains the following features:

* Eight locked iron doors lead to cells, some of which have bars separating them.
* Three kuo-toa whips stand guard here and attack any creature other than Nihiloor that enters, including other kuo-toa. One of the whips carries the keys to the cell doors on a ring.
* A 1-foot-tall figurine of an otherworldly creature rests atop a slime-covered alabaster pedestal against the east wall, between two cell doors.

Cells. A character outside a cell can pick its lock with a successful DC 20 Dexterity check using thieves' tools. Each cell contains a reeking chamber pot and no other furnishings.

Imprisoned in the westernmost cell along the north wall is Hyustus Staget, a captain of the City Watch whom the characters have met (see "The Watch Arrives"). He was kidnapped while off duty and is without his armor and weapons. If Hyustus has died for whatever reason, replace him with a female human Watch officer named Cressa Galavarco (LG female Tethyrian veteran with no armor or weapons). Whoever is here has a date with an intellect devourer.

God Figurine. The figurine on the pedestal is crudely fashioned out of clay. It has the head of a hammerhead shark, the upper torso of a bare-chested male, dragon wings sprouting from its shoulders, and octopus tentacles where its legs should be. The kuo-toa modeled it after an imaginary god they call Garshoogah.

### X28. Guild Recreation Hall

Deafeningly loud music and chatter fill this magically lit room, which is decorated like a tavern:

* Ten human bandits (members of the Xanathar Guild) sit around two trellis tables, drinking Wyrmwizz Ale, smoking pipes, clapping their hands, and stomping their feet while two goblins wearing chamber pots on their heads dance and sing atop a third table.
* If he's not with Xanathar in the arena (area X6), Noska Ur'gray (see appendix B) is here, drinking with the others.
* A wooden rack along the east wall holds five large ale barrels with spigots punched into them. Protruding from the ceiling above the barrels is a ghostly eyestalk (scrying sensor).

Xanathar Guild Members. These villains are celebrating the capture of an off-duty City Watch captain (see area X27). Characters who eavesdrop on the chatter hear one guild member say, "We caught ourselves a Watch captain! Ahmaergo says the boss is happier than a pink flumph, whatever that is. Today, free ale! Tomorrow, gold and glory!" This proclamation is followed by loud cheers.

Goblins. The goblins, Lulz and Vellix, are servers who have allowed themselves to get swept up in the reverie. If a fight breaks out, they hide under a table and throw themselves at the mercy of the party if the characters emerge victorious.

Scrying Sensor. The ghostly eyestalk is a magical sensor that allows one of the apprentice wizards in area X16 to monitor this room. See area X2 for more information.

### X29. Trapdoor

At the top of a staircase is a landing with a ladder leading up to a stone trapdoor that requires a successful DC 12 Strength (Athletics) check to be lifted. The trapdoor opens into area X18 above.

### X30. Xanathar's Gourmet Kitchen

A delightful aroma wafts down the hall from this kitchen, blending the scents of rare spices, savory meats, and fresh herbs. The room contains the following features:

* Seven kobolds wearing white toque hats dash between stout tables, frantically preparing meals for Xanathar and arranging the food on silver platters.
* Two gazers (see appendix B) dreamed into reality by Xanathar oversee the kobolds and use their telekinesis rays to hoist and deliver food platters.
* Two iron stoves stand against the east wall, with a slender spice rack nestled between them.

When it comes to meals, Xanathar prefers the finest Sword Coast cuisine, including a healthy diet of mushrooms, as opposed to uncooked meat. All the meals prepared here are for the consumption of Xanathar alone.

The gazers attack intruders on sight, while the kobolds flee by the easiest route.

Spice Rack. The rack contains thirty bottles of rare spices worth 10 gp each.

### X31. The Other Kitchen

Black smoke follows the stench of burned meat and bread down the hallway. This magically lit kitchen has the following features:

* A haggard male halfling frantically tries to cook meat, knead dough, simmer sauce, and mix spices all at once.
* An iron stove stands against the south wall, and cooking utensils hang from hooks just beyond the halfling's reach.

Halfling Cook. When the halfling spots the characters, a relieved smile crosses his face. "Finally!" he says excitedly. "I haven't had a break in half a tenday. Make sure you stir the sauce once every five minutes." He then hands the characters his apron, mistaking them for the actual kitchen staff.

Bepis Honeymaker is a honey merchant who was kidnapped from his Trades Ward home a month ago. The Xanathar Guild tried to ransom him back, but seemingly his relatives either couldn't pay or decided not to. (In truth, his rotten in-laws destroyed the ransom notes and told Bepis's wife and children that he ran away with another family.) Ahmaergo has put him to work as a cook but threatens to give him over to the mind flayer Nihiloor every so often.

Bepis is a strongheart halfling commoner, with these changes:

* Bepis is lawful good.
* He is Small and has 3 (1d6) hit points.
* He has these racial traits: His walking speed is 25 feet. He can move through the space of a Medium or larger creature. He has advantage on saving throws against being frightened. He speaks Common and Halfling.

### X32. Stairs and Scrying Sensor

A staircase curls up to area X22, and a ghostly eyestalk sprouts from the hallway ceiling. The eyestalk is a magical sensor that allows one of the apprentice wizards in area X16 to monitor this corridor (see area X2 for more information).

### X33. Crypt of Xanathars Past

This room contains the following features:

* Suspended in floor-to-ceiling crystal cylinders are four dead beholders preserved in embalming fluid. Magical lights illuminate the cylinders from within.
* Nine shallow alcoves have murals of beholders painted on their walls. Standing in each alcove is a beholder-shaped copper urn atop a green marble pedestal. The lid of each urn is molded with ten eyestalks. (At the back of the westernmost alcove in the north wall is a secret door.)
* The western wall is carved to display a scowling beholder flanked by two hooded wizards. Beneath each wizard's cowl, one glaring eye is visible.

Xanathar (see appendix B), if present, is gazing somberly at the tombs of past Xanathars.

Beholder Urns. The copper urns contain the dust of disintegrated beholders. If the dust from an urn is poured out, it coalesces into the vague shape of a floating beholder for a few seconds, makes a growling noise, then loses cohesion and falls to the floor.

Crystal Crypts. Each crystal cylinder has AC 10, 15 hit points, resistance to slashing and piercing damage, and vulnerability to bludgeoning damage. If a cylinder is shattered, the fluid within it washes across the floor as the dead beholder lands with a wet plop and expels 1d4 baby gas spores that grow to full size in 30 days. Any character infected by these gas spores gains the following flaw until the disease is cured: "I hate other beholders. If I see a beholder, I must try to destroy it."

Secret Door. The secret door can be found with a successful DC 15 Wisdom (Perception) check. It pulls open to reveal area X6 beyond.

Wall Carvings. Any character who studies the carvings on the west wall and succeeds on a DC 12 Wisdom (Perception) check notices that each wizard's eye is a button that can be pushed. If a character pushes either button, or uses an object or spell to do so, the beholder carving on the wall discharges a green ray that the character can dodge with a successful DC 16 Dexterity saving throw. If the ray hits, the character appears to be disintegrated but is actually teleported to area X34a or X34b, depending on which button was pushed. Once a button is pushed, it locks in place for 1 hour and can't be pushed again until that time elapses. A character can forcibly reset a button by making a successful DC 20 Dexterity check using thieves' tools.

### X34. Wizard Tombs

These crypts were built to hold the remains of two wizards who lived in this dungeon complex long before Xanathar took it over. Only one wizard is entombed here, however. The fate of the other wizard is unknown. Both chambers are encased in solid stone and brightly lit by continual flame spells cast on wall sconces.

X34a. In the middle of this tomb rests a gold marble sarcophagus, its lid carved in the likeness of a longhaired human wizard who wears a robe adorned with closed eyes. The sarcophagus can't be pried open or damaged, but if a spell is cast within the tomb, the eyes of the robe open all at once-an eerie yet harmless effect-and the lid slowly levitates into the air, revealing the contents of the sarcophagus: a shriveled, inanimate mummy wearing eyes of charming. After 1 minute, the eyes on the lid close as it slowly sinks back down, resealing the sarcophagus until another spell is cast within the tomb.

A character who dons the eyes of charming can see, through its blue lenses, a blue metal tile shaped like a four-pointed star on the west wall. The tile is invisible otherwise, but can be found with a tactile search and a successful DC 17 Wisdom (Perception) check. When a creature touches the tile, all creatures in the tomb are instantly teleported to the arena (area X6).

X34b. This tomb is empty except for an invisible, blue metal tile on the west wall. It functions identically to the one in area X34a.

### X35. Nar'l Xibrindas's Office

The continual flame spells that once lit this room have been dispelled. Characters need light sources or darkvision to see here. The room contains the following features:

* Two open crates rest against the north wall.
* A stone desk in the southwest corner is completely free of papers. The chair behind it is carved with a spider motif.
* Bare stone bookshelves stand against the east wall.

Crates. One crate contains fifty stuffed beholder dolls. The other contains thirty onyx trophies (worth 25 gp each) depicting a smiling beholder being caressed by hands. The dolls and trophies are among the prizes given to winners of Xanathar's combat tournaments.

Desk. The chair behind the desk has a secret compartment under its left armrest that can be found and opened with a successful DC 15 Wisdom (Perception) check. This tiny compartment contains a small black key that unlocks both of the desk drawers. A character can pick each lock with a successful DC 17 Dexterity check using thieves' tools.

The first drawer holds Nar'l's spellbook, a sturdy tome bound in black leather and wrapped in webbing. It contains all the spells that Nar'l has prepared, plus the sending spell.

The second drawer contains a bag of holding that belongs to Jarlaxle Baenre. Nar'l borrowed this magic item and used it to smuggle kegs of smokepowder into Xanathar's lair (see area X36).

Secret Doors. A stone bookshelf in the southeast corner of this room rotates into the wall, revealing a secret passage that curves north. A character can find this secret door with a successful DC 15 Wisdom (Perception) check, or simply by pushing on the bookshelf.

A second secret door at the end of the curved hall can be found without an ability check; it pulls open to reveal a dark and dusty chamber (area X36) beyond.

### X36. Secret Room

This room has the following features:

* The room is unlit and choked with dust and cobwebs.
* Twenty kegs of smokepowder are neatly stacked in the middle of the room. Each keg has a paper label, written on which are the words "SMOKEPOWDER! DO NOT OPEN!" in Common and Elvish.

Neither Xanathar nor its loyal underlings know this room exists. When Nar'l found it, he asked to have the adjoining room (area X35) turned into his office so that he could keep this room secret. The only other individual who knows about this room is Thorvin Twinbeard, Xanathar's chief engineer, but he's not inclined to tell the beholder about it.

Kegs. Each keg comes with a fuse and holds 5 pounds of smokepowder (see appendix A). To collapse Xanathar's lair, at least two kegs must be placed at each weak point (see "Destroy the Lair").