SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

Published in the U.S.A.

First American edition, June 2016
(C) 2016 Kent David Kelly
Wonderland Imprints
Aurora, Colorado
Only the Finest Works of Fantasy

Document Version 1.01 – September 2016

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and published under the Community Content Agreement for Dungeon Masters
Guild.

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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

~ UNOFFICIAL OLD SCHOOL MODULE ~

ELD2

SAGA
OF THE
ELDER CITY
~ BOOK TWO ~

CITY STATE
CREATOR
I

OSR
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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

~ BY ~
KENT DAVID KELLY
Author Of
SPAWNING POOL OF THE ELDER THINGS
CASTLE OLDSKULL
HAWK & MOOR

ELD2, ELD3, and ELD4

Are Collectively Illustrated By
JOHN D. BATTEN, W. G. COLLINGWOOD,
JASPER FRANCES COPSEY, GUSTAVE DORÉ,
ADOLF EHRHARDT, MARY HALLOCK FOOTE,
EDMUND HENRY GARRETT, JAN VAN GOYEN,
CARL GUSTAF HELLQUIST, WENCESLAUS HOLLAR,
CLAUDIUS JACQUAND, TONY JOHANNOT,
GERALD FENWICK METCALF, JOHN MILFORD,
HOWARD PYLE, ALBERT ROBIDA, SIDNEY SIME,
LANCELOT SPEED & VIKTOR VASNETSOV

WONDERLAND IMPRINTS
MMXVI
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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

Is there not honor among thieves?

Is not the strength of injustice
Only a remnant of justice?
Is not absolute injustice
Absolute weakness also?



A house that is divided

Against itself cannot stand;
Two men who quarrel
Detract from one another’s strength,
And he who is at war with himself
Is the enemy of himself and the gods.



Not wickedness therefore, but semi-wickedness

Flourishes in [city] states.
A remnant of good is needed
in order to make union in action possible.
There is no kingdom of evil in this world.

— Socrates,
as discussed by Plato in The Republic,
tr. Jowett

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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

DESCRIPTION
Envision the ultimate City State of your dreams. And then, guided from
the very beginning, create it ...



Have you ever wondered why there are so few supplements available that
teach you how to design your own city state for urban adventures? How do you
even begin? Who should be the ruler? What are the fundamental aspects that
lead to an urban campaign’s success, or its failure? How can you create a cool
and dangerous city like the ones in Howard’s Conan tales, or Lovecraft’s
Dreamlands, or Leiber’s Lankhmar, or the Free City of Greyhawk? And, perhaps
the most dreaded question of all: Why are most fantasy cities these days so
politically correct and boring?

These topics are not easy to address ... and that is why city development
guidebooks tend to be rare. This volume, ELD2: City State Creator I, is the
first in a trilogy that will show you how to take your vague design concepts and
turn them into an unforgettable city filled with danger, intrigue, and most of all
adventure. This book will get you started, and books 2 and 3 will complete the
design process and serve as adventure guides for your campaign.

In this book you will find helpful inspirations drawn from my own gaming
materials, and details on how to create your own city’s basic systems with a
minimum of effort. Specifically, this book includes: The fundamental principles
of city state design; inspirational principles we can derive from the masters
(Dunsany, Lovecraft, Howard, Leiber, Arneson, and Gygax); a profile of a city
state’s ruling Overlord; an overview of the powerful nobles (Hierarchs) who can
rule the temple wards, and their assembly of the Grand Council; descriptions of
an Overlord’s minions, including the Inquisitors, Soldiers, Guardsmen,
Watchmen, and Vigiles; and a detailed look at social standing, honor castes, and
tiers of peerage that has been specifically designed to encourage your players to

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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

get interested in the city state and its endless machinations. The following
volumes in this series (ELD3 and ELD4) will develop the urban realm even
further (districts, shops, streets, adventure locales, and so forth), as your players
begin to express an interest in urban exploration and adventures.

You will also find lots of old school artwork, some beautiful full-color picture
maps (scaled to fit the text, of course, not as posters!), and lots of advice. 101
pages, 16,700 words. From Kent David Kelly and Wonderland Imprints ... Only
the Finest Works of Fantasy.

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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

II

TABLE
OF

CONTENTS
Cover
Title Page
Inscription



I: Description
II: Table of Contents
III: Welcome to Chaos



IV: City State Design: The Fundamental Principles

V: City State Design: The Thematic Principles



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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

VI: The Powers That Be

VII: Minions of the Overlord
VIII: Social Standing and Honor Castes



IX: An End to ELD2

About the Author
Available from Wonderland Imprints

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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

III

WELCOME
TO

CHAOS
Hello, Game Masters, and welcome to another installment in the Wonderland
Imprints line of exclusive old school FRPG accessories offered through the DM’s
Guild. This is module ELD2, Saga of the Elder City, Book Two: City State Creator.
This volume is the first of a trilogy, which will also include ELD2 and ELD3.
Each volume will show you how to create your city state, beginning with an
unformed concept and a willingness to create an inspiration design.
The specific goal of this supplement trilogy is to assist you in the rapid
creation of a basic fantasy city state. The city state will serve as the one
superior base for all of the campaign’s heroes and adventuring characters. Every
GM wants a quality and urban environment in their game, and if you cannot
create your own there are expensive ones you can buy that are ready-made; but
there are very few guides in existence that tell you exactly how to create a city
state of your own.
And what GM worth his or her salt can ever resist the allure of creating
something that your players will love and appreciate for many shared years of
play?



This is a general guide. Its purpose is to teach you the basics through
example, and to give you so many time-saving options and unique arrays of tools
that you will not be able to help yourself.

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It is your destiny to create the finest city state you have ever beheld. Embrace
it! ;)
Book ELD2 (the one you are reading now) will assist you in getting the
groundwork into place. The topics covered herein include: fundamental
principles of design; inspirational principles we can derive from the masters
(Dunsany, Lovecraft, Howard, Leiber, Arneson, and Gygax); a profile of the city
state’s ruling Overlord; an overview of the Hierarchs who rule the temple wards,
and their assembly of the Grand Council; descriptions of the Overlord’s minions,
including the Inquisitors, Soldiers, Guardsmen, Watchmen, and Vigiles; and a
detailed look at social standing, honor castes, and tiers of peerage that is
specifically designed to encourage your players to get interested in the city state
and its endless machinations.
The following volumes in this series (ELD3 and ELD4) will develop the urban
realm even further as your players begin to express an interest in urban
exploration and adventures. ELD3 will show you how to create ideas for the
populace, shops, inns, streets, guilds, and more. ELD4 will show you how to
begin moving these pieces into place, with encounter ideas, adventure hooks,
ways to get the classic motivators (monsters, spells, and treasures) in front of
the Player Characters, and much more.



There is a lot of material out there that can provide you with inspiration … so
much so, in fact, that it can be an overwhelming task to sift through and distill
it all into something unique and usable. I have done that for you here.
For those who are curious, the parameters and ideas featured within this
guide are in part inspired by: [1] David Lance Arneson’s Blackmoor campaign
(c. 1971-1975 in particular); [2] the Judges Guild’s City State of the Invincible
Overlord (most especially the original version c. 1976-1977); [3] E. Gary Gygax’s
Free City of Greyhawk (pre-1986); [4] the city state of Lankhmar, as portrayed in
the Fafhrd and Gray Mouser tales by Fritz Leiber; [5] various cities described in
the Conan tales by Robert E. Howard, e.g. the City of Thieves and Xuchotil; [6]
several exotic urban locations featured in (and hinted at) in the Dreamer’s Tales
series by the incomparable Lord Dunsany; and, [7] the Dreamlands cities
envisioned by H. P. Lovecraft, particularly Celephaïs, Dylath-Leen, Sarnath, and
Ulthar.

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All of those places have been unified in spirit here under the banner of 5E.
So if you are looking for a way to translate these classic old school influences
quickly into a Fifth Edition context, you’ve come to the right place.
Please note that (especially at this introductory point!) this is not a
comprehensive guide. It never will be and was never intended to be. This starter
book touches on many major topics briefly, with the goal of cramming as much
advice and at-the-play-table tools as I possibly can into 70 pages. This book
could easily surpass 1,000 pages if I were to add in all of the detail on the subject
that I could manage. But then again: The problem with most of the city state
materials out there is that they are overwhelming. Why would I want to scare
you away from the concept, instead of inviting you in?
If readers demonstrate further interest in the idea of the old school city state,
I will provide further and more comprehensive guidance on various topics in
future volumes of the Saga of the Elder City series. Such topics might include
(for instance) [1] subterranean undercity design; [2] social class and prestige
ranking for ambitious urban PCs; [3] holy days and epic events, to guide and
empower a city state campaign with adventure hooks; and/or [4] combat
scenarios and epic foes designed for use in the city’s notorious gladiatorial
monster arenas.
As always, please let me know what you would want to see.



So what kind of content will you find between these covers? This book is filled
with the best quick advice I can give you from over 30 years of play in the urban
fantasy setting. To create an evocative pulp feel which maximizes the
atmosphere, adventure scenario opportunities, and potential conflicts that
collectively define the urban setting, I have made some narrow and specific
assumptions that might be at odds with your own conception of what a city state
should be.
For example, I feel that the setting must involve a powerful ruler, a
representation of every alignment in the game, unpredictable politics and
plotting, a mix of aggressive policing and runaway crime, and most
importantly a vast chaotic urban landscape that is heavily influenced by the
interplay of magic, poverty, corruption, wealth, waste, capricious demigods,
cultists, factionalism, and intrigue. You can either discard or modify my

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preconceptions and suggestions as you will. I present the material here as I do,
and as a cohesive whole, simply because [1] these systems work well in my own
campaign, [2] they honor the great creators of the past who gave us the role-
playing hobby in its more primordial forms, and [3] together these ideas
maximize the opportunities for new and surprising adventure hooks to flourish
in your game.
To be forthright, the city state is portrayed herein as a vast and unruly place
because players tend to quickly become bored with cities. Players who seek
action and violence are often determined to simply avoid them. Many others see
the city only as a necessary rest stop, a lackadaisical healing station plopped in
between dungeon adventures. Using this guide, you should be able to make
your players interested and invested in the city state, on a personal level, to
the eventual point that they prefer the vibrant and exotic city to the dungeons or
the wilderness. Getting to that point however will require you to demolish many
comfortable preconceptions regarding a fantasy city’s rulership, safety,
organization, legal system, ethics, services, urban design, populace, and overall
sense of harmony. All of those things are great for us to experience in the real
world, but they are a caustic bane to the exciting urban adventure.
Don’t plan for a Utopia. You never want the city state to be safe. Quite the
opposite. You want it to be dangerous, exciting, unpredictable and rewarding!
This is not a polite Renaissance Faire “towne” amusement park, where crucial
aspects of the game (dungeons, monsters, magic, fighting, exploration, gaining
treasure) are destined to be left out; no. This is where all of those aspects will
intermingle in a new setting, and in unexpected ways.
Lost already? Are these pulpy things just not “supposed to be” featured in
abundance throughout a good fantasy city? Are they supposed to stay down in
the dungeon like good and sordid little game concepts, far away from the
Marriott-esque ivory halls where they remain forever uninvited? Heh heh!
Reorient your preconceptions with some 20th-century source material. Get
yourself a stack of Lancer Conan novels and Leiber anthologies. Add in some
old school comics, too. Throw in a few 70s-80s issues of Heavy Metal for the
extra spice. Turn your PG-13 dial up to a soft and politically incorrect R. Read,
dream, commingle, and remember these basic precepts to guide your way: Clean
is bad. Good is bad. Peace is very, very bad. Don’t get me started on the concept
of suburbs. Transportation? Pfaugh!
If you don’t own a trusty flying carpet or a war griffon, then you’ll be crawling
through the alleys from shadow to shadow, avoiding the agents of your powerful
enemies. “Legal” is a pretty boring and terrible concept too, now that we’re
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thinking about it. Because you see, “legal” is just the opposite side of the golden
coin, the obverse of “opportunity.” And when one side of that coin is watching
you, then the other side is watching your less daring rivals and your public-
minded enemies.
Let that concept sink in for a little while. The concept of “good” becomes
Machiavellian under such circumstances. Which is more evil: you stealing the
overpowered treasure that can summon or banish a demigod, or the chaotic evil
cultists getting to use it first?
Whenever necessary, keep in mind that the end justifies the means, as long
as the end is good. (Just don’t get caught. And if you do, have a bribe and a
clever cantrip at the ready.)
Some of this advice is not going to sit well with the unicorn people who prefer
their fantasy clean, shiny, binary black and white, and Lysol-disinfected. Be
sure to tell your players who have lawful good characters, and who balk at the
idea of a morally ambiguous heist scenario, to stop playing like uptight little
bitches and to have some fun with this damn thing. (I kid. Actually, I don’t.)
So bring your players along a surge of your enthusiasm. It needs to be
infectious. Fun forever trumps propriety in this domain. So realign your
expectations, summon up some creative shadows, and be ready to get your
hands dirty!

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IV

CITY STATE DESIGN:

THE

FUNDAMENTAL
PRINCIPLES
To get into the proper state of mind that will allow you to quickly conceive a
fantasy city state, you will first need some brief background material. This
overview (I promise I will keep it interesting!) will provide some reasonably pliant
confines for your brainstorming.
The most important rule here is what I call the Urban Rule of Pulp Swords &
Sorcery, which I must stress again: The city is not safe. Only parts of it are, and
those heavily secured parts are reserved for the boring, the paranoid, and the
rich. Everyone wants the treasures those people hold, by the way. Money brings
security, and a host of greedy interlopers too. The city as a result is a place of
want, envy, fear, and desire, ripe for conflict and adventure.
But urban adventures are special: the rules are different, the locales are
different, and killing someone can have grave repercussions. The undercity, the
sewers, and the slums outside the walls tend to be the lawless places where “kill
missions” can take place with relative frequency. And there are always ways
around the laws, of course. For example, if your party is on an assassination
mission to kill an evil Hierarch’s minions, and you have the top secret favor of
the Overlord himself, then a little murder and mayhem are simply part of the
plan. But you will need to learn how to hide the bodies!



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 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

Here are some of the other concepts that you will need to consider while you
begin to envision your future city state:



FUNDAMENTAL PRINCIPLE I

This will be the heart of the campaign.

One of the things that can always drag down a GM’s urban aspirations is
actually quite sad: you can never know if the PCs (meaning, their players) are
going to want to hang around. The way to change that is to make this one and
only city, demonstrably, the most glorious, dark, and exciting locale in the entire
campaign. All of the best treasures, the finest role-playing opportunities, the
most exciting action scenes, and the most intriguing powerful NPCs are all here
… at least some of the time. Your dungeons are now the epic sideshow to the
main adventure: the city state itself. Everything else in the campaign is going
to radiate around this city. All of the adventure hooks to the far wilderness, the
deepest dungeons, the netherworld, and even the planar realms are going to
begin here as rumors.
By contrast, all of the other cities in your campaign will merely be hazy
interludes. When you make one city that is everything you have wanted a fantasy
city to be, and plunk it down in the middle of your world map, it will become the
heart of the campaign. You won’t even need to work at it. It will just happen.
Begin every session of the game (when the adventurers’ location is not
predetermined by the previous session) here. When an adventure ends, the next
one begins here in the inns, the alleys, and in the halls of power.



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FUNDAMENTAL PRINCIPLE II

The city state is free and independent.

The Overlord is by necessity one of the most powerful, mysterious, and

unpredictable NPCs in your campaign. If he was not, the city state would have
been conquered by one of the surrounding kingdoms long ago. But instead, he
and his Exarchs have masterfully played the greater powers off of one another
for decades. And all of the exiles, untouchables, heretics, and outcasts of the
kingdoms are welcome here … provided they follow the laws, or hide in the
shadows, and don’t create too much of a mess. All of these individuals lend the
city its rumors, its espionage, and its intrigue.
The city state is surrounded by these kingdoms, and it controls the one great
river mouth which leads between the inland sea and the outer sea. (You may
need to get creative to fit these details into your world, but once you do, you will
find that the world map naturally develops around this crucial travel conduit
with the city state at its center.) Basically, the city state is a combination of
Venice and Byzantium, with a heavy dose of fantasy to keep things interesting.



FUNDAMENTAL PRINCIPLE III

This will be a city state, not just a city.

Crucially, the city you are going to develop is not just the walled urban area
itself. It also consists of controlled land between the great river’s tributaries,
where farming villages, mining towns, and perhaps even an armada harbor
citadel reside. The city state, as opposed to the city proper, is a small nation
ruled by the Overlord. The villages are filled with spies, double agents,
impostors, runaways, and plain ol’ simple folk, who accidentally create a perfect
backdrop setting for the sneaky and desperate people to blend right in.

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For classic inspirational examples, you can consider the city states of ancient
Sumeria, the squabbling nomes of Egypt (when the Pharaoh was weak), classical
Athens, classical Sparta, and the cities of the Maya.
You might also be tempted to think of Rome, because that is the epic city of
our past. But I urge you to borrow only some of Rome, and not to build your
independent city state in its image. The problem with Rome is that it became an
enormous power which ruled everything outside of it, which is not quite the
approach you want. A conquering city implies that law is the ultimate ruler.
That’s fine in the real world, but in the fantasy world law tends to stifle other
beliefs (i.e., alignments). Law also develops a powerful bureaucracy, which
means more authority, more oversight, more punishment, less mayhem, and
fewer adventure opportunities. That is exactly the opposite of what you want.
In my opinion, Rome might be considered Lawful Good under Augustus,
Lawful Neutral under Caesar, and Lawful Evil by the time of the late Imperium.
You can go there if you want, but when you decide upon that level of power and
solidarity, you are reducing the power of the kingdoms surrounding the city
state. That means that you sacrifice a lot of the intrigue, acceptance of good and
evil side by side, and the exiles’ adventure hooks as well. If that is the path that
you want to take, you have probably purchased the wrong book.



FUNDAMENTAL PRINCIPLE IV

All alignments are embraced.

Lots of Game Masters tend to think of the game’s dungeons as the places of
ultimate evil, and the cities as the places of ultimate good. This is fine, but only
if you want your city to be an uninteresting sanctuary. Purely good cities are
perfect as quiet, boring interlude scenes between adventures.
But let’s try something completely different, shall we? Let’s go with Robert E.
Howard’s basic premise for the Conan stories: All of civilization, with its
decadence and comforts, is emasculating and corrupt. That is a much more
interesting idea to start with when you’re designing a city.

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When you have that many shades of gray, you end up with good, neutral, and
evil people living and working side by side. They’re each in their own little worlds,
but sometimes those worlds clash. And sometimes, those worlds meet and work
together in surprising ways. (Yet, in that way it is exactly like real life.)
We will discuss this “all alignments” concept a bit further on in this book,
when we look at the concepts of walled quarters, temple wards, and squabbling
Hierarchs held in check by the Overlord and his whims.



FUNDAMENTAL PRINCIPLE V

The city will be the gateway to the mega-dungeon.

In my campaign, the city is the adventure. The dungeons and the wilderness
are the scenes for side quests. The major side quest might well be your
campaign’s mega-dungeon.
What, you don’t have a mega-dungeon? Well, if you follow the Blackmoor
example of David Arneson, the mega-dungeon is the subterranean undercity
right beneath the citadel. Or, to follow Gary Gygax’s idea, the mega-dungeon is
under the castle ruin atop the hill … and that hill overlooks the city from just a
few miles away.



FUNDAMENTAL PRINCIPLE VI

The city state is new, and it is ancient.

The design of your city should be haphazard, sprawling, and definitively

chaotic. Medieval cities tended to grow in rings, with a castle, tower, or manor
at the center. A great wall was (usually) built when the burgeoning city attained
wealth, attracting the envy of thieves, raiders, and even greedy kings. Then, the
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city would grow further beyond the walls, and either a new wall(s) would be built
to surround the new district(s), or an era of peace would intervene to make the
very concept of walls obsolete.
Considering this, your city should have the Overlord’s Citadel in its
approximate center. This oldest area is a high-walled and protected place, where
a combination of strongholds, manors, new mansions, and colleges have grown
up to surround the prestigious acropolis. (An acropolis, by the way, is a secure
area of elevated cliffs … it was where the people first decided that a stronghold
would fit perfectly to protect and overlook the town.) This area does not just
feature soldiers and nobles, however. It also has sage towers, archives, libraries,
and perhaps even a Lyceum (a temple devoted to education; you might want to
study Aristotle’s library if you want a model for inspiration).
Naturally, the current century’s peoples were not the first to build here. The
elven elders will certainly remember that entirely different people, perhaps even
a different race, thrived there many centuries ago. The location at the river
mouth between the inland and outer seas is simply too perfect for anyone to
ignore. This in turn means that the current city is built over multiple (now
subterranean) sealed levels of ancient ruins. You can use the ruins of Troy and
the Sumerian city state “mounds” as real-world models of this concept.
Considering that the game takes place in the world of magic and dungeons,
however, I encourage you to take this perfect opportunity to put an entire multi-
level dungeon (if not several) under the city streets.
There will be tombs, temples, treasure vaults, cisterns, and perhaps entire
caverns beneath the earth. The sewers, wells, prisons, cellar pits, and
undercrofts of the current city all lead down into this elder world. The city’s
smugglers, thieves, outcasts, and assassins know some of these areas very well
… but no one person knows exactly how deep the undercity levels really go.
Or do they?

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CITY STATE DESIGN:

THE

THEMATIC
PRINCIPLES
Now that you have the basic ideas that you want to incorporate into your city
state, you are probably starved for inspiration. Where can you begin such a
major design project? My old school answer and advice, as always, is this: Look
to the past.
You can look at the works of the masters whom you admire, and see how they
tackled the idea of an adventurous urban locale. Here are six people whose
creativity I personally admire to get you started. (I quote from public domain
sources when I can.) These sections are designed to give you ideas about a city’s
history, mysteries, description, mood, and atmosphere.



THEMATIC PRINCIPLE I

Inspiration from Lord Dunsany.

In Lord Dunsany’s Dreamer’s Tales, a fantasy city is a place of unthinkable

wonders, ancient lore, and forbidden mystery. The city should be opulent,
unforgettable, wondrous, musical, wealthy, alluring, and secretive. There should

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also be a hint of dread, and the coming of some future apocalypse which echoes
the past.
Consider this, describing the city of Bethmoora in remembrance, following its
fall:



I had hoped to see Bethmoora once again. It is many a year ago, they say,
when the vintage [wine] was last gathered in from the vineyards that I knew,
where it is all desert now. It was a radiant day, and the people of the city were
dancing by the vineyards, while here and there one played upon the kalipac. The
purple flowering shrubs were all in bloom, and the snow shone upon the Hills of
Hap. Outside the copper gates they crushed the grapes in vats to make the
syrabub. It had been a goodly vintage.
In the little gardens at the desert's edge men beat the tambang and the
tittibuk, and blew melodiously the zootibar.
All there was mirth and song and dance, because the vintage had been
gathered in, and there would be ample syrabub for the winter months, and much
left over to exchange for turquoises and emeralds with the merchants who come
down from Oxuhahn.
[…]
All that day three men on mules had been noticed crossing the face of the
Hills of Hap. […] They carried staves, such as messengers bear in those lands,
and seemed sombrely clad when the dancers all came round them with their
green and lilac dresses. […] It was the hour when a light would have appeared
in some high tower, and window after window would have poured into the dusk
its lion-frightening light, and the copper gates would have been fastened up.
But no lights came out in windows there that night and have not ever since,
and those copper gates were left wide and have never shut, and the sound arose
of the red fire crackling in the vineyards, and the pattering of feet fleeing softly.
There were no cries, no other sounds at all, only the rapid and determined flight.
They fled as swiftly and quietly as a herd of wild cattle flee when they suddenly
see a man. It was as though something had befallen which had been feared for
generations, which could only be escaped by instant flight, which left no time for
indecision.

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

And here is a description of the fabled city of Perdóndaris, as featured in Idle

Days on the Yann:



And as I sipped the wine and the captain talked, I remembered me of stalwart
noble things […]
Certainly Perdóndaris was a powerful city; it was encompassed by a wall of
great strength and altitude, having in it hollow ways for troops to walk in, and
battlements along it all the way, and fifteen strong towers on it in every mile, and
copper plaques low down where men could read them, telling in all the languages
of those parts of the Earth — one language on each plaque — the tale of how an
army once attacked Perdóndaris and what befell that army.
Then I entered Perdóndaris and found all the people dancing, clad in brilliant
silks, and playing on the tambang as they danced. For a fearful thunderstorm
had terrified them while I slept, and the fires of death, they said, had danced
over Perdóndaris, and now the thunder had gone leaping away large and black
and hideous, they said, over the distant hills, and had turned round snarling at
them, showing his gleaming teeth, and had stamped, as he went, upon the hill-
tops until they rang as though they had been bronze. And often and again they
stopped in their merry dances and prayed to the God they knew not, saying, ‘O,
God that we know not, we thank Thee for sending the thunder back to his hills.’
And I went on and came to the market-place, and lying there upon the marble
pavement I saw the merchant fast asleep and breathing heavily, with his face
and the palms of his hands towards the sky, and slaves were fanning him to
keep away the flies. And from the market-place I came to a silver temple and
then to a palace of onyx, and there were many wonders in Perdóndaris, and I
would have stayed and seen them all, but as I came to the outer wall of the city
I suddenly saw in it a huge ivory gate. For a while I paused and admired it, then
I came nearer and perceived the dreadful truth. The gate was carved out of one
solid piece!

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

THEMATIC PRINCIPLE II

Inspiration from H. P. Lovecraft.

Inspired in part by Lord Dunsany, Lovecraft’s Dreamlands tales feature cities

that each possess a very evocative yet very different atmosphere. Lovecraft’s
dream realms are not only places of wonder; they encompass lost dreams, tragic
dreams, and nightmares as well. A city might (for example) have
incomprehensible laws and ceremonies that exist because something happened
in ancient times, something that must be honored forever … even if that
reverence is no longer fully understood.
The Dream-Quest of Unknown Kadath is one of the best Lovecraftian sources
for city inspiration (which you can easily find online). Consider also this, from
Celephaïs:



Down the hill amid scented grasses and brilliant flowers walked Kuranes, over
the bubbling Naraxa on the small wooden bridge where he had carved his name
so many years ago, and through the whispering grove to the great stone bridge
by the city gate.
All was as of old, nor were the marble walls discoloured, nor the polished
bronze statues upon them tarnished. And Kuranes saw that he need not tremble
lest the things he knew be vanished; for even the sentries on the ramparts were
the same, and still as young as he remembered them.
When he entered the city, past the bronze gates and over the onyx pavements,
the merchants and camel-drivers greeted him as if he had never been away; and
it was the same at the turquoise temple of Nath-Horthath, where the orchid-
wreathed priests told him that there is no time in Ooth-Nargai, but only
perpetual youth. Then Kuranes walked through the Street of Pillars to the

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seaward wall, where gathered the traders and sailors, and strange men from the
regions where the sea meets the sky.
There he stayed long, gazing out over the bright harbour where the ripples
sparkled beneath an unknown sun, and where rode lightly the galleys from far
places over the water. And he gazed also upon Mount Aran rising regally from
the shore, its lower slopes green with swaying trees and its white summit
touching the sky.



Here is another memorable passage from The Doom That Came to Sarnath.
You might not want your city to be this fantastically opulent, but the details are
compelling nevertheless:



The wonder of the world and the pride of all mankind was [the city] Sarnath
the magnificent. Of polished desert-quarried marble were its walls, in height 300
cubits and in breadth 75, so that chariots might pass each other as men drave
them along the top. For full 500 stadia did they run, being open only on the side
toward the lake; where a green stone sea-wall kept back the waves that rose
oddly once a year at the festival of the destroying of Ib.
In Sarnath were fifty streets from the lake to the gates of the caravans, and
fifty more intersecting them. With onyx were they paved, save those whereon
the horses and camels and elephants trod, which were paved with granite. And
the gates of Sarnath were as many as the landward ends of the streets, each of
bronze, and flanked by the figures of lions and elephants carven from some stone
no longer known among men.
The houses of Sarnath were of glazed brick and chalcedony, each having its
walled garden and crystal lakelet. With strange art were they builded, for no
other city had houses like them; and travellers from Thraa and Ilarnek and
Kadatheron marvelled at the shining domes wherewith they were surmounted.
But more marvellous still were the palaces and the temples, and the gardens
made by Zokkar the olden king. There were many palaces, the least of which
were mightier than any in Thraa or Ilarnek or Kadatheron. So high were they

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that one within might sometimes fancy himself beneath only the sky; yet when
lighted with torches dipt in the oil of Dothur their walls shewed vast paintings of
kings and armies, of a splendour at once inspiring and stupefying to the
beholder.
Many were the pillars of the palaces, all of tinted marble, and carven into
designs of surpassing beauty. And in most of the palaces the floors were mosaics
of beryl and lapis-lazuli and sardonyx and carbuncle and other choice materials,
so disposed that the beholder might fancy himself walking over beds of the rarest
flowers. And there were likewise fountains, which cast scented waters about in
pleasing jets arranged with cunning art.
[…]
Lofty and amazing were the seventeen tower-like temples of Sarnath,
fashioned of a bright multi-coloured stone not known elsewhere. A full thousand
cubits high stood the greatest among them, wherein the high-priests dwelt with
a magnificence scarce less than that of the kings. On the ground were halls as
vast and splendid as those of the palaces; where gathered throngs in worship of
Zo-Kalar and Tamash and Lobon, the chief gods of Sarnath, whose incense-
enveloped shrines were as the thrones of monarchs. Not like the eikons of other
gods were those of Zo-Kalar and Tamash and Lobon, for so close to life were they
that one might swear the graceful bearded gods themselves sate on the ivory
thrones. And up unending steps of shining zircon was the tower-chamber,
wherefrom the high-priests looked out over the city and the plains and the lake
by day; and at the cryptic moon and significant stars and planets, and their
reflections in the lake, by night.
Here was done the very secret and ancient rite in detestation of Bokrug, the
water-lizard, and here rested the altar of chrysolite which bore the DOOM-scrawl
of Taran-Ish.



THEMATIC PRINCIPLE III

Inspiration from Robert E. Howard.

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Howard’s stories — particularly those featuring Conan, Kull, or Red Sonja —

are very interesting from a city state perspective, because they (in part) inspired
Gary Gygax’s conception of Greyhawk. Howard put forth the novel idea that
barbarians are good people, no matter how violent they are. This is because they
have forthright codes of honor, and they follow a baser nature instilled with
respect between strong, violent people. Cities, on the other hand, are corrupt
places where weak people dwell because they cannot handle the savagery of the
wilds.
Therefore, a “Howardian” city might feature decadent nobles, guards used as
cannon fodder, dread magic, temples to gods that are actually demons (or aliens),
and “great” men of power who hide behind walls, keeping all of the wealth for
themselves while misery and turmoil rein throughout the city’s slums.
Consider for example this excerpt from The Tower of the Elephant:



The lurid lights and drunken revelry fell away behind the Cimmerian.
[…]
He had entered the part of the city reserved for the temples. On all sides of
him they glittered white in the starlight — snowy marble pillars and golden
domes and silver arches, shrines of Zamora’s myriad strange gods. He did not
trouble his head about them; he knew that Zamora’s religion, like all things of a
civilized, long-settled people, was intricate and complex, and had lost most of the
pristine essence in a maze of formulas and rituals. He had squatted for hours
in the courtyard of the philosophers, listening to the arguments of theologians
and teachers, and come away in a haze of bewilderment, sure of only one thing,
and that, that they were all touched in the head.
His gods were simple and understandable; Crom was their chief, and he lived
on a great mountain, whence he sent forth dooms and death. It was useless to
call on Crom, because he was a gloomy, savage god, and he hated weaklings.
But he gave a man courage at birth, and the will and might to kill his enemies,
which, in the Cimmerian's mind, was all any god should be expected to do.
His sandalled feet made no sound on the gleaming pave. No watchmen
passed, for even the thieves of the Maul shunned the temples, where strange
dooms had been known to fall on violators. Ahead of him he saw, looming
against the sky, the Tower of the Elephant. He mused, wondering why it was so
named. No one seemed to know …

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

THEMATIC PRINCIPLE IV

Inspiration from Fritz Leiber.

Leiber’s stories tell the sordid swashbuckling adventures of Fafhrd (a fighting

man) and the Gray Mouser (basically a duelist / thief). Unfortunately Leiber’s
work is under stern copyright, but I can say that you would do well to hunt down
a copy of the book Lankhmar: City of Adventure, a TSR product published in
1985.
The stories which inspired that sourcebook are many and varied. I
recommend beginning with Ill Met in Lankhmar, which involves the infiltration of
a thieves’ guild; and Bazaar of the Bizarre, in which two urban adventures
accidentally become intertwined.
In Leiber’s stories, the city is a place where daring adventures take place …
typically, to steal treasure or cause trouble for someone powerful. The city is
where the best treasures, the scariest monsters, the deepest mysteries, and the
most alien attention are centered. The city is therefore the perfect place to tell
the tales of human destiny, ultimate heists, and the manipulation of the fates.



THEMATIC PRINCIPLE V

Inspiration from David Arneson.

Again, I don’t think I can quote directly from Mr. Arneson’s chief works due
to copyright issues. But I can say this:
The city (actually, the small town and citadel) of Blackmoor is the only major
protected area in the region. It is surrounded by powerful evil. The fearful
citizens and adventurers are therefore basically piled on top of each other,

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because outside of the walls and a few other hard-pressed baronial states, death
reigns.
This means that the city is constantly being harassed by evil. The citadel has
fallen in the past, and it will fall again in the near future. The only reason the
castle exists at all is because the forces of good scored a temporary victory over
evil, conquering the surface of an orcish stronghold. This means that there are
lots of dungeons just below, and dangerous legions of humanoids lurking
beneath the surface.
If Blackmoor sounds interesting, you might be interested in my FRPG history
series Hawk & Moor, where I can talk about these topics more freely than within
the constraints of the DM’s Guild. You can also hunt down the TSR Blackmoor
books (Supplement II and the DA series), but I will say that for many reasons
they are not very true to Arneson’s original vision.



THEMATIC PRINCIPLE VI

Inspiration from E. Gary Gygax.

Gary was the man who took all of the above influences, and made them into
something wholly his own: the Free City of Greyhawk. I recommend that you
take the same approach: Combine all of these ideas, emphasizing what you love
while downplaying anything that makes you uncomfortable. This personal
selection process will give you a creative basis which will allow you develop an
epic city state of your very own.
You may be interested in Gygax’s novel Saga of Old City, or perhaps City of
Hawks. There is also a fairly good City of Greyhawk boxed set from TSR, but I
will warn you that it was produced after Gygax had been ousted from the
company and it therefore is only partially in accordance with his creative vision.
It is a “nice” place, if you know what I mean. The Yggsburgh city materials might
be more beneficial to you … if you can find them.
And I will close this section with Gygax’s own advice to GMs from a newsletter,
published in 1975:

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

[…] [The next step in designing your campaign] should be handled

concurrently with designing the first three or four dungeon levels. Here your
players will find lodgings, buy equipment, hire mercenaries, seek magical and
clerical aid, drink, gamble and wench. The town would do well to resemble some
of those in Howard’s ‘Conan’ series or Leiber’s city of ‘Lankhmar.’ Strange
towers, a thieves’ quarter, and temples of horrible deities add greater flavor to
play.
The ‘Thieves Guild,’ a society of evil clerics, a brotherhood of lawful men, and
so on bring a bit more interest also. If a few warring nobles from the surrounding
territory also send large parties of men into the place occasionally, some
interesting brawls can occur. Honest and dishonest merchants should be
indicated. Taverns which drug patrons should likewise be indicated, and so on.
In any event, be sure and leave room for additional things and expansion.

(Wise words indeed.)

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VI

THE POWERS
THAT BE
Now that I have provided you with some fictional sources of inspiration (and
maybe some sourcebooks or boxed sets to add to your collection!), I can give you
my personal advice on creating the powers and authorities of the city state.
From my design work over the years, I can say that this is one of the most
difficult things to invent, and one of the hardest aspects to provide general advice
on. For those reasons, I have decided to simply share my own material with you
in the hope that you find it interesting. Feel free to borrow any or all of these
concepts; or, use this chapter to inform your own creative endeavors.
Basically, your city state will need a ruler, a cadre of powerful NPCs at his /
her beck and call, a set of rival rulers / nobles with different agendas, and
extensive tiers of minions, sub-leaders, and disaffected individuals. This will
give your city a sense of realism, a source for law, a list of people to regard as
authorities (or fear), and a vast array of “quest givers” for future adventures.
Here’s how I do it. Please note that this is not meant to be a “realistic” or
(ugh!) “idealistic” mode of government; it is meant to be dangerous,
unpredictable, adventurous, mysterious, and fascinating.
Help me out, I’m trying to make your urban campaign amazing here!

THE OVERLORD

The intensity, character, and atmosphere of the fantasy city state are
exemplified by the Overlord, the ultimate ruler. It is therefore worth taking some
time to describe him, and how his personality affects the campaign setting.

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The Overlord is a level 25 human fighter. He is of Lawful Neutral alignment,

but he deviates in his devotion to that philosophy. Over the next few decades he
will shift to True Neutrality, and then to Chaotic Neutrality during the final year
of his reign. He is more charismatic and intriguing than he is beautiful. He is
extremely powerful, intelligent, and eccentric, and the players will probably come
to have a love-hate admiration of him.
You can name him (or her) whatever you want. In my campaign, he is Khom
Orthrul.
He is a retired adventurer and planar explorer, and is certainly one of the
most powerful people in the world. He is whispered to be either a demigod
(literally, with a god parent and a mortal parent) or a hero, which means the son
of a demigoddess. Which of these scenarios is actually the truth is up to you.
But what is certain is this: he never sleeps, only meditates; and some say that
he eats only to pretend that his body is still tied to mortal and earthly needs.
He has fifteen loyal companions, who are known as the Exarchs. The Exarchs
are either former Hierarchs (rulers of the city’s temple wards), or the Overlord’s
former adventuring companions. The Exarchs are of randomly-determined races
and classes, and of one of the neutral alignments (20% chance of Chaotic
Neutral, 20% Lawful Neutral, 20% Neutral Evil, 20% Neutral Good, 20% True
Neutral). Their experience levels range between 21 and 24.
As one might well imagine, there are many philosophical differences, grudges,
love affairs, rivalries, lifelong friendships, oaths, inside jokes, and broken
promises between the individual Exarchs. They rarely get along with one another
if more than three are assembled in any one place. However, they are united in
their loyalty to the Overlord, who plays no favorites … at least not in public. And
in times of duress, they famously unite to defend the city state as a single
valorous force of exceeding heroism. The Exarchs have slain invading dragons,
liches, titans, and many mighty demons and devils in the past.



The Overlord does have several known and distinct personal weaknesses, and
his enemies are fairly predictable in broadcasting and attempting to exploit these
idiosyncrasies. He is sensitive to light. He is blind in his left eye. For some
reason, he fears magical cold. And most intriguingly of all, he displays strange
emotional reactions to song, as if he had lived many lifetimes as a man, a woman,

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an elf, a dwarf … no one truly knows what he once was, but in his vulnerable
moments he seems to exist as more than “one man.”
When he is alone with close friends and rivals in attendance, he is said to
experience melancholy bouts of what the Dictionary of Obscure Sorrows terms as
sonder: “The realization that each random passerby is living a life as vivid and
complex as your own — populated with their own ambitions, friends, routines,
worries and inherited craziness — an epic story that continues invisibly around
you like an anthill sprawling deep underground, with elaborate passageways to
thousands of other lives that you’ll never know existed.”
Through some eldritch power, the Overlord still appears to be in his thirties.
But he is known (by elves, sages, dimensional travelers, and the avatars of gods)
to be at least 170 years old.
He has no known heir, and no bride. But he has many consorts, and every
bastard in the city loves to say that they are his long-lost son or daughter. Some
of these caitiffs are not lying, but even they themselves do not know this.
It is said that one day, a great hero(ine) will rule as the city state’s second
Overlord / Imperatrix. This shall occur (so sayeth the prophecies) in the decades
to come, and the age of the Hierarchs, the nine represented alignment
philosophies, and the glory of the temple wards will soon come to an end. The
Overlord himself has vowed before an avatar of his goddess to relinquish his city
state to a worthy heir on the eve of his 200th winter. Everyone believes in their
heart of hearts that he will do so, but no one knows exactly when that will be.



The Overlord revels in combat, but not in killing. During great festivals and
the Saturnalia, he appears in the Colosseum to battle with great monsters, freed
arch-villains from the donjon, and all manner of challengers. Those who are
bold and who manage to defeat him one on one — a rare feat, but by no means
unheard of — are showered by him with gold, honor, and adoration.
He respects strength even more than he does decadence; indeed, at least one
of the currently ruling Hierarchs gained her position by defeating the Overlord
in unarmed combat. She used magic, of course; but the Overlord has been
known to face death in many forms, and he has proven time and again to his
people and to his enemies that he is willing to die in unjust circumstances if
doing so will ensure that his legend and his honor will live on.

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The Overlord has many powerful magic items, including ancient Gothic plate
armor (from no known nation) and an intelligent great sword of incredible power.
He also possesses a gauntlet christened the Lion Bringer, which in turn has only
minor magical powers. But it also possesses a dire curse: anyone who kills the
Overlord will in turn die, without hope of resurrection, as will all of the slayer’s
currently living siblings, first family, and children. Somehow also the gauntlet
knows when an assassin has been hired, or coerced, and in such a case the true
person to blame shall suffer the same fate as well.
This fabled curse was displayed once in recent centuries, when the Hierarchs
united against him in the thirteenth year of the elder city. And although the
Overlord perished, poisoned, all of the guilty Hierarchs and their entire
bloodlines died. The Overlord was then raised by a Shadow Angel, a Lawful
Neutral spirit of time and destiny that is almost never seen on the Material Plane.
Clearly, although no love is lost between the Overlord and the deities of Good,
some higher (or lower?) power has foreordained that the Overlord and his
rightfully chosen heir are both intended to have some epic and unforeseen role
in the near future history of the Middle World, the domains which lord the lands
about the Inner Sea.
Needless to say, not only do the current ruling Hierarchs never dare to plot
assassination, but they actively root out one another’s agents and kill / imprison
them to prevent foolhardy attempts by underlings. The Overlord treats these
frequent blood scandals and sordid revelations as a grand game. He loves to see
the Hierarchs blaming one another for the latest bungled infiltration of his
Citadel. In fact, he invites anyone who dares to try the mettle of his men, and
his own sleepless vigilance, and to come “visit him” before his iron throne.
The soldiery is thus accustomed to bizarre intrusions, wild schemes, and
elaborate break-ins to the point that any adventurers found wandering the
Citadel’s halls might either find themselves pilloried (if they break something or
kill someone), mocked (if they are immediately caught) or feasting with the
Overlord (if they impress him with how far they manage to get).
Whether the Overlord is fit to rule remains an open question. But he rules
nonetheless, as he has for over a hundred years.
He is by no means infallible. Will he reign to the fated end, or will he fall?
That is a great question that only the Game Master, and the players, can ever
answer.

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THE GRAND COUNCIL

As mentioned, the Hierarchs are the rulers of the temple wards within the
city. These are the walled sanctuaries where each alignment (Chaotic Evil,
Chaotic Good, and so forth) is honored, worshipped, and protected by the rival
divergent philosophies.
As there are nine fundamental alignments, there are nine temple wards, and
nine Hierarchs. An assembly of “The Nine” can, by law, be convened by the
Overlord at any time. And also by law, no Hierarch can use magic to enter or
approach the Citadel. Great processions to the Citadel after midnight are by no
means uncommon.
The Hierarchs meet under the name of the Grand Council. They always meet
under truce, under the watchful eyes of the Overlord and his Exarch
companions.
The Grand Hierarch (the Hierarch for the currently most powerful alignment
and gods in the city state) wields 3 votes in all proceedings. Every other Hierarch
wields only 1. The Overlord gets 9 votes, which means that it takes a near-
unanimous dissent for the Hierarchs to overrule him. The only known law (but
there are Secret Laws) against the Hierarchs’ voting is that they cannot vote to
depose the Overlord.
The Overlord does find himself outmaneuvered and outvoted, typically once
or twice a year. When this happens, the reaction can seem unpredictable. The
Overlord is known for his profound wisdom, eccentric mirth, and especially for
his passionate rages and wild proclamations at the height of his fury. None of
these things can change a Hierarch vote majority. However, temporary alliances
of convenience between Hierarchs almost always collapse (considering their
alignments), and even the wiliest of scheming Hierarchs have been shocked to
find themselves defeated in a second vote over a “random” matter in the weeks
after such an upset.
Not all votes are passionate, however. When the Overlord does not want to
bother with something (non-violent rivalries, matters of the arts, things he sees
as petty, or issues of perceived injustice caused by his Inquisitors), he simply
does not vote.
The votes of the Hierarchs are always made public, typically when city criers
are yelling out a new proclamation. The populace knows that the Grand Council

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generally votes along expected good-vs.-evil lines. But they also sometimes vote
along law-vs.-chaos lines, and there are frequent alliances of political
convenience. Even agreements between the Lawful Good and the Lawful Evil
Hierarchs are surprisingly common. Most votes end up with narrow majorities,
much political wrangling, and the diametrically opposed good and evil powers
trying to sway the five neutral (CN, LN, NE, NG, TN) Hierarchs to their cause.
Needless to say, the Kings and Queens who rule the kingdoms surrounding
the city state believe that that the free city’s political system is truly mad. But
they never forget that the Overlord has ruled and remained in power longer than
any of them.

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THE HIERARCHS

Each of the nine Hierarchs is a person of extreme daring, perception, tact,

intelligence, and allure. Those who do not possess all of these gifts never make
it to the upper echelon of power.
Most, but not all of them, are priests. In game terms, that means clerics,
druids, and monks. They are nobles from other lands, who have chosen to
relinquish foreign power for the glory of the peerless city state. Most of them
have traditional noble titles — Duke / Duchess, Marquis / Marchioness, Count
/ Countess, Baron / Baroness — although some have curiously exotic titles such
as Hetman, Herzog, Amier, or even Chieftain.
As with the Exarchs, their experience levels range between 21 and 24. They
are of “random” sex, race, and class (from the players’ and the public’s
perspective, as determined by the GM). Each of them is extremely well equipped,
resourceful, careful, and protected. Those who are not tend to suffer “accidents”
within their first year of reign.
The violent killing of a Hierarch is extremely rare, and it is always an epic
scandal which leads to city-wide violence and riots for a time. But nevertheless,
old age, sickness, and honest accidents do happen, and the exile or promotion
of a Hierarch is rather common. In any given year, at least three Hierarch
positions will change even without the PCs’ machinations or the GM’s plans.
And yes, if you want to dive into an epic kingdom-running campaign in the
years to come, you could easily rule that any PC who reaches level 20 can run
for Hierarch of their alignment … provided, of course, that they are a titled
champion of their deity. That doesn’t mean that they’re a cleric; it means that
they have completed an epic alignment quest of such notoriety that many of the
world’s kingdoms briefly take notice.
Make of that what you will!

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VII

MINIONS
OF THE

OVERLORD
It is true that the Overlord, the Exarchs (through their influence), and the
Hierarchs rule the city state. But the alignment situation, the many rival
temples, and the appearance of the avatars of gods and goddesses from time to
time create a wild and nigh-miraculous urban landscape that — from the point
of view of a lawful outsider — seems volatile to the point of insanity. How can a
Lawful Neutral Overlord let madness reign? How can he let every alignment
coexist, and celebrate every cause that obeys the city’s laws?
It’s almost as if instability is the very foundation of his city’s power. Every
power feels welcome here, but no one power can ever achieve a majority for the
purposes of influence, revolution, or revolt.
Wait a minute. Maybe he’s actually smarter than anyone else. He has ruled
and thrived this way for over a hundred years, after all. And he only died once
…
This controlled madness is kept in check by the considerable forces at the
Overlord’s beck and call. The city state is by far the most militarized power, per
capita, in the entire region of the Inner Sea. The surrounding kingdoms do have
larger armies, certainly, but no one King or Queen ever feels so confident of
victory that the idea of outright war against the Overlord can be seriously
entertained.
There are five major branches of the Overlord’s power, his “fist” within the
lion gauntlet: the Inquisitors, the Soldiery, the City Guard, the Night Watch, and
the Vigiles.

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THE INQUISITORS

The true purpose of the Inquisitors, although it is never openly acknowledged,

is to instill fear of the law and fear of reprisal in every powerful citizen.
Inquisitors rarely bother with the weak or the inconsequential. They don’t have
the time … and that’s what the Guard and the Watch are for.
Each Inquisitor is an NPC of “random” (GM-determined) race, sex, and class.
Their experience levels range between 11 and 19 inclusive. There is only one
level 20, and that is the Grand Inquisitor who leads the order.
The alignment of the Inquisitors is open to question, depending on the needs
of your city state design. If the population of your city is mostly Good, they are
Lawful Good. If the population is mostly Evil, they are Lawful Evil. Otherwise,
they are all Lawful Neutral.
Inquisitors are the entrusted special agents who investigate rumors of
treason, sedition, heresy (e.g., threatened violence or disrespect against the
avatar of a god), and so forth. They openly observe demonstrations, rituals,
processions, speeches, improvised public events, and even the occasional honor
duel. In more secretive circumstances, they also investigate the more serious
murders (and other heinous crimes) that the Guard and the Watch are too fearful
or unimaginative to solve.
There are only 66 Inquisitors at a time, including the Grand Inquisitor. They
are not true commanders of armed forces; they are special officers with special
powers. They frequently take bodies of the Guard (during the day) or the Watch
(at night) when they are making raids, searching for someone, or “on a mission”
to places unknown.
By law, no one is supposed to speak to an Inquisitor unless spoken to.
Foreigners are famously oblivious to this law (until an Inquisitor points it out to
them, and everyone standing around goes all whispery and bug-eyed).
There is lots of potential here for role-play, secret missions, heists, foreign
blunders, and abject mayhem featuring the Inquisition. Be sure to have fun with
all of that.
(And here’s a bit of secret GM information: The Inquisitors are under orders
from the Overlord himself to only kill as a last resort. He loves to question every
suspected heinous criminal personally.)

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THE SOLDIERY

The Soldiery — sometimes called the Lion’s Claws — are the troops who
defend the city state. They do not patrol the city or conduct law enforcement;
again, that’s what the Guard and the Watch are for. They do patrol the state’s
roads and borders, wipe out humanoid outposts, wage skirmishes, battle with
bandits and pirates, and defend the realm. When the Overlord goes out to slay
monsters or to secure the borderlands (which is a surprisingly common thing),
cohorts of the Soldiery always ride with him.
There are perhaps between 5,000 and 10,000 troops active in the formal
Soldiery. Many more thousands of “Watchmen” (actually, well-trained citizen
militiamen and men-at-arms) are available to the Overlord within 48 hours of a
crisis. A grim and common jest throughout the surrounding kingdoms is that if
you ever meet a city-state dweller who is not a ready Watchman, it’s because he
didn’t yet get a sword for his fifth birthday.

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In play terms, the exact number of soldiers depends on what you decide, and
how martial and warlike your campaign is. The figure probably shouldn’t exceed
10,000 because then we’re begging the question of why the Overlord doesn’t
conquer a nearby kingdom outright on a whim.
For the sake of convenience, and considering the gaming needs of a pulp
fantasy world, I prefer to pretend that the troops all have formal ranks associated
with experience levels. This makes it easier for the GM to avoid terms such as
“level 2 guard-fighter,” “level 3 watch-fighter,” or whatever. When we replace
these clumsy distinctions with “Lieutenant,” “Senior Sergeant” and “Master at
Arms,” the potential for role-playing and player understanding is very welcome.

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Here are the Soldiery ranks that I recommend, based on Gygax’s 1979 DMG,
with some considerable elaboration on my part:

Fighter
Level Authority Soldiery Title(s)
0 Warrior  Soldier
0+ Warrior +  Veteran

Petty Officer  Junior Lieutenant

1
 Petty Sergeant
Petty Officer  Lieutenant
2
 Sergeant
Petty Officer +  Senior Lieutenant
3
 Senior Sergeant

Officer  Commander
4
 Sergeant at Arms
5 Officer  Captain
6 Officer  Senior Captain
Officer  Captain at Arms
7
 Master of Arms
Officer +  Champion
8
 Vaunted Captain

Commander  High Champion

9
 Lord Commander
Commander  Grand Champion
10
 Lord Captain
11 Commander  Warlord

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Fighter
Level Authority Soldiery Title(s)
12 Commander +  High Warlord

13 Force Commander  General “III” (Silver / Tertius)

14 Force Commander  General “II” (Gold / Secundus)
15 Force Commander  General “I” (Platinum / Primus)
16 Force Commander  General of the Archonate
17 Force Commander +  Vice Marshal

18 High Command  Marshal

High Command  High Constable
19
 Lord Marshal
20 High Command +  Archon and Grand Marshal

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THE GUARD

And now, we come to the stereotypical “guards” who walk around the city,
bugging and chasing the Player Characters. The City Guardsmen are
professional men-at-arms who patrol the city (not the surrounding state, just the
city itself) from dawn to dusk. From dusk to dawn, their duties are taken over
by the more flexible force that is known as the Night Watch. A formal “changing
of the guard” occurs throughout the city at sunset.
The Guardsmen and Guardswomen possess general powers of law
enforcement. They are perhaps between 1,000 and 2,000 in number. Their
ranks are increased with entrusted militia in times of need, and times of need
are common. Examples of “hard times” for the Guard include: religious holidays
and festival days; Colosseum and arena days; treasure fleet, treasure caravan,
and faire arrival days; visiting days for foreign nobles and ambassadors; and
whenever small battles or naval actions are being fought by the Soldiery.
The vast majority of Guardsmen are either level 0, or level 1 fighters. A level
0 guard (equivalent to a Commoner in the MM, CR 0) is termed a Man-at-Arms
or Woman-at-Arms. A level 0+ guard (equivalent to a Guard in the MM, CR 1/8)
is termed either a Guardsman or a Guardswoman. A level 1 guard (equivalent
to a level 1 fighter with decent ability scores, CR 1/4) is termed a Veteran Guard,
or informally a “Helm.” These men and women are in turn led by ranking officers
who follow the ranks of the Soldiery, as Guard Lieutenants, Guard Sergeants,
Guard Commanders, Guard Captains, and so forth. There are surprisingly few
officers, and sometimes guards are forced to make judgment calls on the spot
without superior authority. The High Captain of the Guard is only level 10.
Guards are always overworked. They vary wildly in their goodness,
competence, intelligence, empathy, patience, and superstition. They are cops in
a fantasy world, doing the best they can. Play them as such. And don’t let the
players get away with stupid things! (Much.)

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THE NIGHT WATCH

The Night Watch are widely (and unfairly) regarded as being more intelligent,
courageous, unpredictable, creative, and well-humored than their City
Guardsmen colleagues are. It is true that Night Watch duty pays wages half
again as high from week to week, but their imperilment and casualty ratings are
through the roof. Not everyone is cut out for this duty.
They patrol the city at night, while pretending they are nowhere. They are
fewer in number, more experienced, more powerful, and are forced to take on a
more intuitive and investigative role in every venture. These positions demand
détente, cleverness, and initiative, as well as bold devotion to the Overlord.
There are perhaps 1,000 Night Watchmen and Watchwomen in a good-aligned
city-state; 750 in a neutral one; or only 500 in an evil one. In other words, the
overall alignment of your city state is in part caused and engendered by the law
enforcement, or lack thereof, which is present in the night.
Only about 50% of the Night Watch are male. Their experience levels range
between 1 and 4. Suggested ranks are Night Watchman (level 1), Night Sentry
(level 2), Night Protector / Protectress (level 3), and Night Constable (level 4).
They are led by a few officers (levels 5-14), and the officers never advertise their
special presence. Officer ranks include Watch Commanders, Watch Captains,
and so forth. Night Watchers dislike formal ranks of any kind (and their full
ranking system is indeed unknown), and habitually refer to one another by last
name.
Not all of them are fighters. All classes are represented. All of them,
regardless of class, are fairly skilled duelists, fencers, climbers, jumpers,
runners, and wrestlers.
A surprisingly large number of demi-humans serve in the Night Watch,
especially as opposed to the humanocentric City Guard. Their powers of
Darkvision, enhanced senses, low-level magic, resistances, and / or small size
are greatly in demand. For obvious reasons, intrepid gnomes and halflings do
very well in the Watch’s ranks.
These are the badass detective-warriors of your city. Use them well.

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THE VIGILES

The “Sardaukar”-like Vigiles are special elite troops of the Overlord. They
serve as bodyguards, Citadel guards, firefighter commanders, and at level 5+
(throughout the state, outside of the city) as judge-jury-executioner “gunslingers”
on special enforcement and investigative assignments. They try to be
everywhere, and throughout the state, outside the city, they are greatly respected
and feared. Within the city, even some citizens don’t understand what exactly it
is they do. Until all hell breaks loose, and the gunslingers reveal themselves …
Most of them are warrior-spell casters. If your campaign has firearms, they
have them. Even the lowest of them have superior ability scores, especially
Dexterity, Constitution, and Intelligence. Every Vigile has at least one 18 ability
score. There are approximately 200 bloodlines represented in these hereditary
posts, and traditionally only 300 individual posts exist at any one time.
They are not only a fighting force, they are a secret society. Their origin is
known only to the Overlord. Collectively, they regard death in the service of the
Overlord as the ultimate honor, the attainment of eternal glory, and cannot by
law be resurrected if they die violently. To resurrect a Vigile “away” from his final
glory is a grave religious offense. (If resurrected by force in some way, the
desecrated Vigiles will ritually kill themselves at first opportunity.)
Those who survive the Vigile initiation and low-level experience gain ranks
based on their prowess (attained personal glory). In game terms, the Vigile with
the lowest XP total is on the bottom of this hierarchy, and the one with the
highest XP total is on the top. Ranks are fluid due to personal accomplishment,
and there is a great deal of competition within the order for exaltation.
Vigiles never need check morale. They never retreat unless the Overlord
commands them to do so, and they are somehow immune to magical fear and
some forms of mind control.



The second generation of Vigiles were those troops who left the Eld Empire
with the Overlord, well over 100 years ago, to found the City State. It is a time
still shrouded in mystery, and little spoken of by the Overlord or his companions.

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It is known that the Vigiles have Romanesque ranks, which hint that they must
hail from the ancestral warrior bloodlines of the now-crumbling Empire. These
ranks have been retained by the Overlord as honorable badges of superior
station.
The Overlord owes a great debt to the Vigiles, but no one knows exactly what
it is. It is however known that they all committed ritual suicide when the
Overlord was assassinated long ago, and the order was then rebuilt in some
mysterious hereditary fashion.
The Vigiles are rarely seen in the city outside of the Citadel. If they are not
on guard duty, they are “on the road.” If they are within the city walls for some
reason, it is because there is serious trouble brewing and they are serving as the
“Eyes” of the Overlord. Elder citizens generate a wild rumor mill on those rare
occasions when organized troops of Vigiles are moving through the districts.
Something huge is happening, but whatever it is, it might entirely happen in
silence and in secrecy.
Infamously, the Vigiles are also known to be present when an assassination
attempt on a person of power is rumored to be in the offing. (Targets are typically
Hierarchs, priests, guild masters, noblemen, visiting unpopular officials from
foreign lands, and so forth.)
Although not always individually powerful, the Vigiles bear considerable
authority and mystique. Each carries a personally-granted heirloom of the
Overlord on a silver chain about his or her neck. Even the Inquisitors tend to
get nervous when the Vigiles are out of the Citadel, mucking about in “casual”
formation.
And here is an interesting role-playing note for you to consider: It is forbidden
for Inquisitors of any rank to openly question a Vigile in public, regardless of the
circumstances. If an Inquisitor expresses an urgent need to speak to a Vigile,
the Vigile can in turn insist that the conversation must take place in a private
audience attended by the Overlord.



These are the “secret service” of your campaign. I could tell you more about
them, but it is better if I don’t. You should come up with the mysterious details
yourself. The suggested ranks of the Vigiles are as follows:

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Total
Experience Authority Vigile Title(s)
Level
Bodyguard /  Vigile (150 in number)
1
Apprentice
Bodyguard  Tesserarius (30)
2
 Decanus (20)
3 Bodyguard  Praetorian (30)

4 Senior Vigile  Signifer (20)

5 Senior Vigile  Vexillarius (5)

6 Elite Officer  Optio Centurion (15)

5 Elite Officer  Centurion (15)
7 Elite Officer  Centurion Pilus Prior (3)

8 Grand Officer  Centurion Primus Pilus (1)

9 Grand Officer  Tribunis Militum (5)

10 Vigile Commander  Praefectus Castrorum (1)

11 Vigile Commander  Tribunis Laticlavius (1)

12 Force Commander  Praetor (1)

13 Force Commander  Legatus Legionis (1)

14 High Command  Legatus Pro Praetore (1)

15 High Command  Golden Lion of the City (1)

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

(Above experience level 15, the Vigiles — in times of war — are under the
overall command of the General of the Archonate, who acquiesces whenever
possible to the presence of the Overlord himself.)

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VIII

SOCIAL STANDING
AND

HONOR CASTES
In creating a glorious city state, you need to make sure that not only the
authorities and powers are interesting. Every single citizen, including the Player
Characters — especially the PCs — has a very specific place in the social older,
however low it might be. And social climbing, and falling, occur as direct results
of game play, victories, feats, exploits, and failures.
You want your players’ actions to change their personal social standing all
the time. And not always for the better! This, and the fact that each PC will
have a different and unique social level, is going to make the players hugely
invested in your urban campaign.
Therefore, the city state has its own very special social system, which
embraces all alignments, and races, and all classes. Even criminals and
murderers have “ranks” of relative disfavor. One’s worth is measured by a
complex admixture of bloodline, birthright, profession, rank, respect, authority,
and personal ambition.
Further, there is one old school concept that your players are going to figure
out right off the bat: social ranks are not fair. There’s prejudice against some
classes, and favoritism toward others. Your players may howl that this is unfair.
Your reply should be, “It certainly is, and that’s the point.”
After the tears stop, the players may realize that one of their more silent, less
involved, or more eccentric buddies is actually “the leader” in regards to urban
adventures, based on his or her PC’s initial social standing. And that is good …
you probably don’t want a single player dominating all of the play sessions. If
the party has a different dungeon leader, a different wilderness leader, and a
different urban leader, that’s probably an excellent thing.

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These social levels originate in Gary Gygax’s original writings, particularly as

featured in 1985’s release Unearthed Arcana. Society frowns upon knaves, and
celebrates the knights, because that’s the way things work around here. Priests
are respected, even if evil, because they are chosen and invested with power by
the gods. Mages are respected too, even if they are empowered by dark forces,
because they are personal manifestations of the will of the arcane. And in all
circumstances, a level 1 paladin (the incarnation of a revered feudal bloodline) is
going to be considerably more respected than a level 1 barbarian. But then
again, the paladin probably has to worry about assassination attempts and
rivalries between knightly orders, while the barbarian can come and go as he
pleases.
If your players are still a bit uppity as a result of this unfair revelation, simply
explain to them that some character classes are more highly regarded by the
commoners than others are. The stereotypes are reinforced by personal
experience. Ask them this: When you need to sit on the city bus for an hour
and there’s only two open seats left, would you rather sit by the polite and
charming gentleman, or the stinky and aggressive homeless person? Alrighty
then.
You can further explain that an individual’s social standing will increase
based on his personal (mis)deeds, generosity, intelligence, and the favors granted
to him or her by the grateful powers who are aided (quest-giving Hierarchs,
Exarchs, guild masters, knight captains, gladiatorial clan masters, and so forth).
Some players may strive for fame, while others strive for infamy. Either extreme
could yield some tremendous role-playing experiences for that person, and for
the group. And you can quickly motivate your power-seeking players to one-up
one another in the influence game, too. This will lead to some surprising
rivalries, make-up sessions, compromises, changes in lead, and so forth.
All of this is good: This is a crucial feature of the game that is rarely addressed
in the modern edition. Further, this is a special and unusual form of progression
that is unique to the city. The dungeon and the wilderness cannot provide this
experience! So play it up. Anyone who is unhappy with their PC’s standing can
(a) suck it up, and (b) strive to improve it. If you don’t want to be so unpopular,
then perhaps you shouldn’t have rolled an assassin, eh?
My own campaign has a lot more detail than what I am going to provide, but
I did not want to overwhelm you. Basically, there are 100 “ranks” of social
standing, or peerage. Each character (PC or NPC) is “born” at a specific rank, as
listed in the tables hereafter. Personal good deeds improve this rank, and
personal bad deeds worsen it. Good or bad deeds performed by the party may

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provide all PCs with a blanket reward or punishment (+3, -2, or whatever). The
magnitude of the deed affects the magnitude of the fall / climb, with minor
matters being a +/- 1 and major matters (murder of an innocent, saving the life
of someone important) being a +/- 5. And importantly, events which occur
outside of the public eye — whether good or bad — do not affect social standing!
The rank “100th” is the worst, and the rank “1st” is the best. No PC can ever
reach “4th” without becoming an Exarch, and no PC can ever exceed “2nd”
without overthrowing and becoming the Overlord.



The starting social standing ratings for PCs of level 1 — race, alignment, and
Charisma not withstanding, until personal deeds are observed — are as follows:

 (Lowest) Rogues: 86th

 Barbarians: 78th
 Bards: 72nd
 Fighters: 63rd
 Druids: 60th
 Rangers: 59th
 Mages (Sorcerers, Warlocks, Wizards): 52nd
 Monks: 44th
 Clerics: 40th
 (Highest) Paladins: 28th

So let the tears begin. It’s time for the players to begin planning an
improvement of these disparate positions — individually, and also as a team —
if they wish to improve their station, power, and influence in the wild sphere of
power and intrigue that is the city state.
After they spend some time proving themselves, you may want to allow the
PCs to be regarded as an Adventuring Fellowship, rather than as individuals. In
my campaign, that entails taking all of the PCs’ peerage ranks, adding them
together, dividing by the number of PCs, and rounding up. For instance, if your
campaign has 5 PCs who adventure together and their social ranks are 80, 74,
52, 40, and 31, then they could collectively have a group rank of (80 plus 74 plus
52 plus 40 plus 31 equals 277, divided by 5 equals 55.4, rounded up equals) 56.
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Note that in this example case, the PCs who were ranked 31st, 40th, and 52nd
have all lost standing via being associated with the group, and those who are
ranked 74th and 80th have gained significantly. But, the entire group will stand
or fall based on individuals’ actions. If one PC turns evil and starts killing people,
the entire group’s reputation will be dragged down into the gutter.
Because of the volatility and inherent team danger that an Adventuring
Fellowship social ranking implies, I strongly advise you to only go that route if
four conditions are met: [1] The players have played with the individual rankings
for at least a real-world month (30+) days, [2] You opt to allow the option, [3] The
players vote unanimously in favor of it, and [4] The players understand that the
group rating decision cannot be changed, and no one changes their vote as a
result of that understanding. Then, the PCs can pay a customary fee for an
official charter, seal, and coat of arms to the magistrates of the Overlord; say,
1,000 gold pieces and a month’s wait. How you handle the urban campaign’s
goings-on after that fateful decision, however, is strictly up to you.



THE 100 SOCIAL RANKS

The social castes of “normal” people (NPCs and non-social climbing

individuals) throughout the city state are as follows:



THE EXILED, CRIMINAL, AND NEFARIOUS

The Accursed and the Hunted

Relative Example
Peerage Personages
 Blood Nemeses of the Overlord
100th

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Relative Example
Peerage Personages
 Arch-Enemies of the Overlord
99th

 Enemies of the Overlord

98th

 Infamous Criminals
97th  Mass Murderers

 Notorious Criminals
96th  Murderers

 Career Criminals
 Man Slaughterers
95th
 Violent Criminals

 Habitual Criminals
94th  Rebellious Slaves

 Diseased Slaves
93rd  Petty Criminals



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CASTE I:
LOWER LOWER CLASS (LLC)
Slaves, Peasantry, and Untouchables

Relative Example
Peerage Personages
 Disgraced Slaves
92nd  Weak Slaves

 Unproven Slaves
91st

 Diseased Beggars
90th  Slaves (majority)

 Worthy Slaves (well-behaved, of long repute, etc.)

89th

 Assassins (Level 1; i.e., Rogues)

88th

 Esteemed Slaves (e.g., those with artistic talents)

87th  Honored Slaves (e.g., those who save a master’s life)

 Assassins (Level 2)
86th  Thieves (Level 1; i.e., Rogues)

 Beggars (majority)
85th

 Assassins (Level 3)
 Beggar Children
84th
 Thieves (Level 2)

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Relative Example
Peerage Personages
 Bordars / Cottars (Serfs of lower status)
 Freed Slaves
83rd
 Worthy Beggars (former soldiers etc.)

 Assassins (Level 4)
 Peons
82nd  Serfs (majority)
 Thieves (Level 3)

 Peasant Farmers
 Peasant Laborers
81st
 Villeins

 Assassins (Level 5)
 Drudges
80th  Thieves (Level 4)
 Tinkers (of poor skill / repute)



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

CASTE II:
MIDDLE LOWER CLASS (MLC)
Inferiors, Servants, and Laborers

Relative Example
Peerage Personages
 Tinkers (majority)
79th

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Relative Example
Peerage Personages
 Assassins (Level 6)
 Barbarians (Level 1)
78th
 Thieves (Level 5)

 Barbarians (Level 2)
 Disreputable Actors
77th
 Tinkers (of considerable skill / repute)

 Assassins (Level 7)
76th  Thieves (Level 6)

 Barbarians (Level 3)
 Laborers
75th
 Unproven Men-at-Arms (no expeditions)

 Actors (majority)
 Assassins (Level 8)
74th  Herdsmen (unestablished, semi-nomadic)
 Thieves (Level 7)

 Barbarians (Level 4)
 Blooded Men-at-Arms (having conducted one expedition)
73rd  Herdsmen (established, majority)
 Jugglers

 Assassins (Level 9)
 Bards (Level 1)
 Herdsmen (of long standing / repute)
72nd
 Shifty / Disreputable Peddlers
 Thieves (Level 8)

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Relative Example
Peerage Personages
 Barbarians (Level 5)
 Known Actors
 Jugglers (charming / skilled)
71st
 Peddlers (majority)
 Shifty / Disreputable Fences

 Assassins (Level 12)

 Bards (Level 2)
 Men-at-Arms (majority; having conducted two to five
expeditions)
70th
 Respected / Well-Known Actors
 Thieves (Level 9)
 Trustworthy Peddlers



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

CASTE III:
UPPER LOWER CLASS (ULC)
Kith, Kindred, and Lesser Citizenry

Relative Example
Peerage Personages
 Barbarians (Level 6)
 Fences (majority)
69th
 Lesser Freemen (likely owning a small home only)

 Assassins (Level 11)

 Bards (Level 3)
68th  Famous Actors
 Thieves (Level 10)

 Assassins (Level 12)

 Barbarians (Level 7)
 Bards (Level 4)
67th
 Thieves (Level 11)
 Trustworthy Fences

 Barbarians (Level 8)
 Freemen (majority, likely owning a home of moderate size)
 Shifty / Disreputable Moneychangers
66th
 Veteran Men-at-Arms (having conducted six or more
expeditions)

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Relative Example
Peerage Personages
 Assassins (Level 13)
 Barbarians (Level 9)
 Bards (Level 5)
65th
 Low-Skilled Tradesmen
 Thieves (Level 12)

 Assassins (Level 14)

 Bards (Level 6)
 Citizens (in general; those which are difficult to classify)
64th  Established Freemen (likely owning a fine home of
moderate size)
 Thieves (Level 13)

 Barbarians (Level 10)

 Fighters (Level 1)
63rd  Low-Skilled Tradesmen
 Moneychangers (majority)

 Assassins (Level 15)

 Bards (Level 7)
 Petty Merchants
62nd
 Thieves (Level 14)
 Tradesmen (majority)



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

CASTE IV:
LOWER MIDDLE CLASS (LMC)
Greater Citizenry, Veterans, and Yeomanry

Relative Example
Peerage Personages
 Bards (Level 8)
61st  Trustworthy Moneychangers

 Barbarians (Level 11)

 Druids (Level 1)
60th
 Fighters (Level 2)

 Assassins (Level 16)
 Craftsmen (majority)
59th  Rangers (Level 1)
 Thieves (Level 15)

 Barbarians (Level 12)

 Skilled Tradesmen
58th
 Unprosperous Merchants

 Assassins (Level 17)

 Bards (Level 9)
 Druids (Level 9)
57th
 Petty Sergeants (Fighter Level 1)
 Thieves (Level 16)

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Relative Example
Peerage Personages
 Barbarians (Level 13)
 Common-Origin Knights (Level 1 Fighters)
 Enfranchised Citizens (general; those with hereditary
honors for voting or minor ancestral property rights)
56th  Lieutenants (Fighter Level 1)
 Merchants (majority)
 Skilled Craftsmen
 Rangers (Level 2)

 Assassins (Level 18)

 Bards (Level 10)
55th  Fighters (Level 3)
 Thieves (Level 17)

 Barbarians (Level 14)

 Druids (Level 3)
54th  Low-Skilled Artisans
 Sergeants (Fighter Level 2)

 Assassins (Level 19)

 Bards (Level 11)
 Common-Origin Knights (Fighter Level 2)
53rd  Rangers (Level 3)
 Senior Lieutenants (Fighter Level 3)
 Thieves (Level 18)

 Barbarians (Level 15)

 Fighters (Level 4)
52nd
 Mages (Level 1)

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Relative Example
Peerage Personages
 Artisans (majority)
 Assassins (Level 20)
 Banker’s Apprentices
 Bards (Level 12)
 Druids (Level 4)
51st  Prosperous Merchants
 Senior Sergeants (Fighter Level 3)
 Thieves (Level 19)
 Worthy Citizens (typically Enfranchised Citizens of long
standing and high repute, elders etc.)



CASTE V:
MIDDLE MIDDLE CLASS (MMC)
Gentlefolk, Gentry, and Respected Citizenry

Relative Example
Peerage Personages
 Barbarians (Level 16)
 Common-Origin Knights (Fighter Level 3)
50th  Rangers (Level 4)
 Shady / Disreputable Bankers

 Bards (Level 13)

 Fighters (Level 5)
49th  Mages (Level 2)
 Thieves (Level 20)

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Relative Example
Peerage Personages
 Barbarians (Level 17)
 Druids (Level 5)
48th  Sergeants of Arms (Fighter Level 4)
 Skilled Artisans

 Bards (Level 14)

 Common-Origin Knights (Fighter Level 4)
47th
 Rangers (Level 5)

 Bankers (majority)
 Barbarians (Level 18)
 Fighters (Level 6)
46th
 Mages (Level 3)
 Wealthy Merchants

 Bards (Level 15)

45th  Druids (Level 6)

 Barbarians (Level 19)

 Captains (Fighter Level 5)
 Common-Origin Knights (Fighter Level 5)
44th  Landed Gentry Folk
 Monks (Level 1)
 Rangers (Level 6)

 Bards (Level 16)

 Fighters (Level 7)
43rd
 Mages (Level 4)

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Relative Example
Peerage Personages
 Apprentice Guild Masters
 Barbarians (Level 20)
42nd
 Druids (Level 7)

 Bards (Level 17)

 Common-Origin Knights (Fighter Level 6)
 Great Merchants
 Landless Baronets
41st  Monks (Level 2)
 Prosperous Bankers
 Rangers (Level 7)
 Senior Captains (Fighter Level 7)



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

CASTE VI:
UPPER MIDDLE CLASS (UMC)
Honored Citizenry, Rising Personages, and Worthies

Relative Example
Peerage Personages
 Clerics (Level 1; typically independent of a temple,
wanderers, prophet prentices, etc.)
40th  Fighters (Level 8)
 Mages (Level 5)

 Bards (Level 18)

 Druids (Level 8)
39th
 Minor Guild Masters (typically of minor trade guilds)

 Captains at Arms (Fighter Level 7)

 Common-Origin Knights (Fighter Level 7)
38th  Monks (Level 3)
 Rangers (Level 8)

 Bards (Level 19)

 Clerics (Level 2)
 Fighters (Level 9)
37th
 Mages (Level 6)
 Temple Priests (Cleric Level 1)

 Baronets
 Druids (Level 9)
36th
 Wealthy Bankers

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Relative Example
Peerage Personages
 Bards (Level 20)
 Common-Origin Knights (Fighter Level 8)
 Lesser Guild Masters (typically of trade guilds)
35th  Rangers (Level 9)
 Monks (Level 4)
 Vaunted Captains (Fighter Level 8)

 Clerics (Level 3)
 Fighters (Level 10)
34th  Mages (Level 7)
 Temple Priests (Cleric Level 2)

 Common-Origin Knights (Fighter Level 9)

 Druids (Level 10)
33rd  Monks (Level 5)
 Rangers (Level 10)

 Clerics (Level 4)
 Fighters (Level 11)
 Great Bankers
32nd  Landless Barons
 Mages (Level 8)
 Temple Priests (Cleric Level 3)

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

CASTE VII:
LOWER UPPER CLASS (LUC)
Champions, Exemplars, and Scions

Relative Example
Peerage Personages
 Druids (Level 11)
 Guild Masters (typically of fairly influential trade guilds,
31st or professional guilds; but if the experience level indicates
a higher social rank, use the higher rank instead)

 Aspirant Hierarchs (typically Level 9)

 Common-Origin Knights (Level 10)
30th  Monks (Level 6)
 Rangers (Level 11)

 Clerics (Level 5)
 Fighters (Level 12)
29th  Mages (Level 9)
 Temple Priests (Cleric Level 4)

 Common-Origin Knights (Level 11)

 Druids (Level 12)
 Monks (Level 7)
28th
 Paladins (Level 1)
 Rangers (Level 12)

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Relative Example
Peerage Personages
 Clerics (Level 6)
 Fighters (Level 13)
 Greater Guild Masters (typically of highly influential trade
guilds, or powerful professional guilds; but if the
27th experience level indicates a higher social rank, use the
higher rank instead)
 Mages (Level 10)
 Temple Priests (Cleric Level 5)

 Common-Origin Knights (Level 12)

 Druids (Level 13)
 Monks (Level 8)
26th
 Paladins (Level 2)
 Rangers (Level 13)

 Clerics (Level 7)
 Druids (Level 14)
 Fighters (Level 14)
25th
 Mages (Level 11)
 Temple Priests (Cleric Level 6)



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

CASTE VIII:
MIDDLE UPPER CLASS (MUC)
Heroic Champions, Lesser Nobility, and Peerage

Relative Example
Peerage Personages
 Common-Origin Knights (Level 13)
 Illustrious Guild Masters (typically of the most important
trade guilds, e.g. the top five markets in the city state)
24th  Monks (Level 9)
 Paladins (Level 3)
 Rangers (Level 14)

 Barons
 Clerics (Level 8)
 Fighters (Level 15)
23rd
 Mages (Level 12)
 Temple Priests (Cleric Level 7)

 Common-Origin Knights (Level 14)

 Druids (Level 15)
 Monks (Level 10)
22nd
 Paladins (Level 4)
 Rangers (Level 15)

 Clerics (Level 9)
 Fighters (Level 16)
 Mages (Level 13)
21st
 Temple Priests (Cleric Level 8)
 Viscounts

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Relative Example
Peerage Personages
 Druids (Level 16)
20th  Generals III (Tertius) (Fighter Level 13)

 Common-Origin Knights (Level 15)

 Monks (Level 11)
19th  Paladins (Level 5)
 Rangers (Level 16)

 Clerics (Level 10)

 Counts
 Fighters (Level 17)
18th
 Mages (Level 14)
 Temple Priests (Cleric Level 9)

 Common-Origin Knights (Level 16)

 Druids (Level 17)
 Generals II (Secundus) (Fighter Level 14)
17th  Monks (Level 12)
 Paladins (Level 6)
 Rangers (Level 17)

 Clerics (Level 11)

 Fighters (Level 18)
 Mages (Level 15)
16th  Marquises
 Paladins (Level 7)
 Temple Priests (Cleric Level 10)

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Relative Example
Peerage Personages
 Common-Origin Knights (Level 17)
 Druids (Level 18)
 Generals I (Primus) (Fighter Level 15)
15th  Monks (Level 13)
 Paladins (Level 8)
 Rangers (Level 18)

 Clerics (Level 12)

 Druids (Level 19)
 Fighters (Level 19)
 Generals of the Archonate (Fighter Level 16)
14th
 Mages (Level 16)
 Paladins (Level 9)
 Temple Priests (Cleric Level 11)



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CASTE IX:
UPPER UPPER CLASS (UUC)
Aristocracy, Chosen Ones, and Greater Nobility

Relative Example
Peerage Personages
 Clerics (Level 13)
 Common-Origin Knights (Level 18)
 Druids (Level 20)
 Dukes
 Mages (Level 17)
13th
 Monks (Level 14)
 Paladins (Level 10)
 Rangers (Level 19)
 Temple Priests (Cleric Level 12)

 Clerics (Level 14)

 Common-Origin Knights (Level 19)
 Mages (Level 18)
 Monks (Level 15)
12th  Paladins (Level 11)
 Rangers (Level 20)
 Regents
 Temple Priests (Cleric Level 13)

 Clerics (Level 15)

 Common-Origin Knights (Level 20)
 Grand Dukes
 Mages (Level 19)
11th
 Monks (Level 16)
 Paladins (Level 12)
 Temple Priests (Cleric Level 14)

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Relative Example
Peerage Personages
 Clerics (Level 16)
 Mages (Level 20)
 Monks (Level 17)
10th  Paladins (Level 13)
 Temple Priests (Cleric Level 15)
 Vice Marshals (Fighter Level 17)

 Clerics (Level 17)

 Monks (Level 18)
9th  Paladins (Level 14)
 Temple Priests (Cleric Level 16)

 Clerics (Level 18)

 Marshals (Fighter Level 18)
 Monks (Level 19)
8th  Paladins (Level 15)
 Regents of Influence
 Temple Priests (Cleric Level 17)

 Clerics (Level 19)

 Monks (Level 20)
7th  Paladins (Level 16)
 Temple Priests (Cleric Level 18)
 Weak / Vulnerable Hierarchs
 Archdukes
 Clerics (Level 20)
 Hierarchs (majority)
6th  Lord Marshals (Fighter Level 19)
 Paladins (Level 17)
 Temple Priests (Cleric Level 19)

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Relative Example
Peerage Personages
 Influential Hierarchs
 Paladins (Level 18)
5th  Princes / Princesses
 Temple Priests (Cleric Level 20)

 Archon and Grand Marshal (Fighter Level 20)

 Dishonored Exarchs
 First Among Equals Hierarch
4th
 Kings / Queens
 Paladins (Level 19)

 Exarchs
 High Kings / Queens
3rd
 Paladins (Level 20)

 Emperors (of other far realms, from the Overlord’s

perspective)
2nd  First Among Equals Exarch
 The Overqueen (of rival kingdom)

 The Overlord
1st

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IX

AN END TO ELD2
AND A BEGINNING …
And now, you have a fundamental idea of all of the major “pieces” that are
going to be in play as you develop the living “game board” that is the city state.
I hope you have enjoyed this high-level overview of the concepts involved in
fantasy city design, and that you have gotten some exciting ideas on how you are
going to implement your own setting in the future.
So where do you go from here? You can forge your own path, or you can
always take a look at my suggested development ideas for various aspects of the
city.
In our next volume (ELD3), we will begin the mid-level design process and get
busy with the nuts and bolts of the city itself. The next supplements ELD3 and
ELD4 will detail the professional guilds (for fighters, thieves, wizards, and so
forth), the trade guilds (weavers, blacksmiths, spice merchants, etc.), the temple
wards, the races and alignments of the people, population numbers and their
implications, quarters, wards, districts, the city’s surrounding terrain, the
climate, the city’s inspirational culture, the roles and headquarters of the
character archetypes (priests, warriors, mages, etc.), caravans, shops,
shopkeepers, inns, taverns, streets, alleys, and more. In ELD4 as well, we will
move these pieces into motion as we dangle thousands of adventure hooks under
the players’ noses.



Until next time, I hope you have enjoyed this supplement! There is much
more to come …

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ABOUT
THE

AUTHOR
BEGINNING PLAY as a Chaotic Neutral normal human with one measly hit
point to his name, KENT DAVID KELLY eventually became apprenticed to a
magic-user of ill repute ... a foul man who dwelt in the steamy deeps of the Ivory
Cloud Mountain. After this mentor carelessly misplaced an intelligent soul-
sucking sword and then died under suspicious circumstances, his former
henchman Mr. Kelly escaped to the deeper underground and there began playing
Satanic role-playing games. This, the legends tell us, occurred in the year 1981.
Hoary wizard-priests who inspired Mr. Kelly in his netherworldly
machinations included the peerless Gygax, Carr, Arneson, Cook, Hammack,
Jaquays, Bledsaw, Moldvay, Kuntz, Schick and Ward. Sadly, a misguided made-
for-the-basements movie entitled Mazes and Monsters gave Mr. Kelly’s parents
conniptions in 1982. As a result of that blasphemous Tom Hanks debacle (and
other more personal lapses in judgment), Mr. Kelly was eventually forbidden from
playing his favorite game for a considerable length of time.
Nonplussed but not defeated, he used this enforced exile to escape to a
friend’s alehouse, and there indulged himself in now-classic computer RPGs
such as Zork, Telengard, Temple of Apshai, Ultima, Tunnels of Doom, The Bard’s
Tale, Phantasie, Pool of Radiance, Wizard’s Crown and Wasteland. He then went
on to write computer versions of his own FRPGs, which led to his obsession with
coupling creative design elements with random dungeons and unpredictable
adventure generation.
Mr. Kelly wrote and submitted his first adventure for Dungeon magazine #1
in 1986. Unfortunately, one Mr. Moore decided that his submission was far too
“Lovecraftian, horrific and unfair” to ever serve that worthy periodical as a
publishable adventure. Mr. Kelly, it must be said, took this rejection as a very
good sign of things to come.

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In the late 80s and 90s, Mr. Kelly wrote short stories, poems and essays ...
some of which have been published under the Wonderland Imprints banner. He
wrote several dark fantasy and horror novels as well. Concurrently, he ran Dark
Angel Collectibles, selling classic FRPG materials as Darkseraphim, and assisted
the Acaeum with the creation of the Valuation Board and other minor research
projects.
At this time, Mr. Kelly and his entourage of Evil gnomes are rumored to dwell
in the dread and deathly under-halls of the Acaeum, Dragonsfoot, ENWorld,
Grognardia, Knights & Knaves, ODD, and even more nefarious levels deep in the
mega-dungeon of the Web.
There he remains in vigil, his vampiric sword yet shivering in his hand. When
not being sought outright for answers to halfling riddles or other more sundry
sage advice, he is to be avoided by sane individuals at all costs.

KENT DAVID KELLY (DARKSERAPIM) — WONDERLAND IMPRINTS 94

 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I

AVAILABLE FROM
WONDERLAND IMPRINTS
THE
DUNGEON CRUCIBLE
SERIES

Randomizer sandbox tools to help you build an infinite number of old school
dungeons in 5E, in a record amount of time.

1 2 3

DC1 ~ Dungeon Crucible DC1-B ~ Dungeon DC2 ~ Dungeon Crucible

I: Random Dungeon Crucible: 1,000 Random II: Random Dungeon
Name Generator Dungeon Names Room Generator



KENT DAVID KELLY (DARKSERAPIM) — WONDERLAND IMPRINTS 95

 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I



DC2-S ~ Dungeon Crucible: 1,000 Rooms of Madness



SERIES CODE
DC

KENT DAVID KELLY (DARKSERAPIM) — WONDERLAND IMPRINTS 96

 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I



THE
SAGA OF THE ELDER CITY
SERIES

Guides and tools to bring the atmosphere and complexity of old school city state
adventures into your current 5E campaign.

1 2 3

ELD1 ~ Saga of the Elder ELD2 ~ Saga of the Elder ELD3 ~ Saga of the Elder
City I: Random City City II: City State City III: City State
State Events Creator I Creator II



SERIES CODE
ELD

KENT DAVID KELLY (DARKSERAPIM) — WONDERLAND IMPRINTS 97

 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I



THE
GUY DE GAXIAN
SERIES

Bringing the best Gygax-inspired 1E concepts back into 5E … one thematic

element at a time. Book one deals with missing classic monsters.

GG1 ~ Guy de Gaxian’s Dungeon Monsters: Level 1



SERIES CODE
GG

KENT DAVID KELLY (DARKSERAPIM) — WONDERLAND IMPRINTS 98

 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I



THE
SPAWNING POOL OF THE
ELDER THINGS
SERIES

A highly complex and ambitious system which allows you to create an infinite
number of Lovecraftian horrors and Dreamland monsters for your game.

1 2 (Free Download)

SP1 ~ Spawning Pool of the Elder SP1-W ~ Abomination Development

Things Worksheets



SERIES CODE
SP
KENT DAVID KELLY (DARKSERAPIM) — WONDERLAND IMPRINTS 99
 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I



THE
TREASURE TROVE
SERIES

Simple systems to generate an infinite number of treasure hoards according to

the 5E guidelines. Roll once instead of thirty times!

1 2 3

RTT1 ~ Random Treasure TT1 ~ Treasure Trove I: TT2 ~ Treasure Trove II:
Trove Generator Challenge 1 Treasures Challenge 2 Treasures



KENT DAVID KELLY (DARKSERAPIM) — WONDERLAND IMPRINTS 100

 SAGA OF THE ELDER CITY 2 — CITY STATE CREATOR I



TT3 ~ Treasure Trove III: Challenge 3 Treasures



SERIES CODE
TT


VISIT WONDERLAND IMPRINTS AT THE DM’S GUILD:

http://www.dmsguild.com/browse.php?keywords=kent+david+kelly&x=0&y=0
&author=&artist=&pfrom=&pto

AUTHOR CONTACT:
shadowed_sky@hotmail.com

KENT DAVID KELLY (DARKSERAPIM) — WONDERLAND IMPRINTS 101