Fallcrest stands amid the Moon Hills at the falls of the Nentir River. Here travelers and traders using the old King’s Road that runs north and south, the dwarven Trade Road from the east, and the river all meet. The surrounding ridges shelter several small valleys where farmers and woodsfolk live; few are more than six or seven miles from the town. In general the people outside Fallcrest’s walls earn their living by farming or keeping livestock, and the people inside the walls are artisans, laborers, or merchants. People with no other prospects can make a hard living as porters, carrying cargo from the Lower Quays to the Upper Quays (or vice versa).
Fallcrest imports finished goods from the larger cities downriver and ironwork from the dwarf town of Hammerfast, and exports timber, leather, fruit, and grain. It also trades with the nearby town of Winterhaven.
The surrounding hills hold several marble quarries that once produced a good deal of stone, but the area has little demand for ornamental stone these days, and only a few stonecutters still practice their trade.
A small town built from the ruins of a larger city, Fallcrest is the crossroads of the Nentir Vale.
Population: 1,350; another 900 or so live in the countryside within a few miles of the town. The people of Fallcrest are mostly humans, halflings, and dwarves. No dragonborn or eladrin are permanent residents, but travelers of all races pass through on occasion.
Government: The human noble Faren Markelhay is the Lord Warden (hereditary lord) of the town. He is in charge of the town’s justice, defense, and laws. The Lord Warden appoints a town council to look after routine commerce and public projects.
Defense: The Fallcrest Guard numbers sixty warriors (see the accompanying statistics block), who also serve as constables. Moonstone Keep is their barracks. The Lord Warden can call up 350 militia at need.
Inns: Nentir Inn; Silver Unicorn. The Silver Unicorn is pricier and offers better service; the Nentir Inn sees a more interesting clientele.
Taverns: Blue Moon Alehouse; Lucky Gnome Taphouse; Nentir Inn taproom.
Supplies: Halfmoon Trading House; Sandercot Provisioners.
Temples: Temple of Erathis; Moonsong Temple (Sehanine); House of the Sun (Pelor).
Up until four centuries or so ago, the Moon Hills and the surrounding Nentir Vale were thinly settled borderlands, home to quarrelsome human hill-chieftains and remote realms of nonhumans such as dwarves and elves. Giants, minotaurs, orcs, ogres, and goblins plagued the area. Ruins such as those on the Gray Downs or the ring-forts atop the Old Hills date back to these days, as do stories of the hero Vendar and the dragon of the Nentir.
With the rise of the empire of Nerath to the south, human settlers began to move up the Nentir, establishing towns such as Fastormel, Harkenwold, and Winterhaven. A Nerathan hero named Aranda Markelhay obtained a charter to build a keep at the portage of the Nentir Falls. She raised a simple tower at the site of Moonstone Keep three hundred ten years ago, and under its protection the town of Fallcrest began to grow.
Over the next two centuries, Fallcrest grew into a small and prosperous city. It was a natural crossroads for trade, and the Markelhays ruled it well. When the empire of Nerath began to crumble about a century ago, Fallcrest continued to flourish—for a time.
Ninety years ago, a fierce horde of orcs known as the Bloodspears descended from the Stonemarch and swept over the vale. Fallcrest’s army was defeated in a rash attempt to halt the Bloodspears out on Gardbury Downs. The Bloodspears burned and pillaged Fallcrest and went on to wreak havoc all across the Nentir Vale.
In the decades since the Bloodspear War, Fallcrest has struggled to reestablish itself. The town is a shadow of the former city; little trade passes up and down the river these days. The countryside for scores of miles around is dotted with abandoned homesteads and manors from the days of Nerath. Once again the Nentir Vale is a thinly settled borderland where few folk live. This is a place in need of a few heroes.
1. Tower of Waiting
This old fortification was built on a small island in the Nentir to guard the city from any waterborne attack from the north. It fell into ruin even before the sack of the old city, and is now little more than an empty shell overrun by mice and birds.
2. Upper Quays
Boats proceeding down the Nentir must stop here and offload their cargo, which is then ported through the town to the Lower Quays and loaded onto boats below the falls. Likewise, cargo heading in the other direction is carried up to these quays and loaded aboard boats bound upstream.
A surly dwarf pugilist named Barstomun Strongbeard runs the porters' guild, and he takes a cut of any wages paid to laborers carrying cargo up or down around the falls. Barstomun and his thugs are trying to extend their reach by intimidating merchants who send their goods overland and forcing them to hire guild porters for any cargo handling in town.
3. Five-Arch Bridge
Dwarf artisans from the citadel of Hammerfast built a fine stone bridge over the Nentir two hundred years ago. Although the bridge was destroyed when Fallcrest fell, the great stone piers supporting it remained intact, so a few years back the people of the town laid a new timber trestle over the old stone footings.
A small toll house guards the western side of the bridge. Five Fallcrest guards under the command of Sergeant Thurmina watch this post. They collect a toll of 1 cp per head (and 1 sp per mount) making use of the bridge in either direction. Thurmina is a gruff woman who has been known to turn a blind eye to odd cargo moving over the bridge when paid to do so.
The river current begins to pick up on the south side of the bridge. Boats (or swimmers) venturing far from the banks are in danger of being carried over the falls.
4. Nentir Inn
A fine new building constructed of fieldstone and strong timber, the Nentir Inn stands on the west bank of the river. Merchants from Winterhaven or Hammerfast make up the clientèle, along with travelers who happen to be passing through. A good room with two single beds goes for 5 sp per night. The Nentir Inn also boasts a lively taproom, which is popular with the folk who live in the vales on the west bank of the river.
The proprietor is a charming half-elf named Erandil Zemoar who showed up in Fallcrest one day about two years ago, bought land, and built an inn.
One of the Nentir Inn's current guests is an expatriate noble from the south named Serim Selduzar. This tiefling is clever and in good humor about his “present unfortunate circumstances” and he has a wickedly sarcastic streak to his wit. Serim is the third son of a southern noble and has little prospect to inherit. He tells inquirers that he is thinking of establishing a small manor somewhere nearby. The tiefling is looking for capable associates to help him, and a band of enthusiastic adventurers would suit his purposes admriably.
5. Knight's Gate
Fallcrest’s northern city gate is known as Knight's Gate, because the Lord Warden's riders normally come and go from the city by this road. The gate consists of strong outer doors of iron-reinforced timber and an inner portcullis between a pair of small stone towers. The gatehouse is normally lowered at sunset, and the gates close only in times of danger.
The gatehouse barracks accommodates five Fallcrest guards plus Sergeant Nereth, who commands this gate. He is a stiff-necked fussbudget who rigorously enforces all rules; the guards stationed here can't stand their sergeant.
6. Silver Unicorn Inn
For many years the Silver Unicorn Inn has billed itself as “the Pride of Fallcrest,” charging high rates for its attentive service and well-appointed rooms. The recent opening of the Nentir Inn put a big dent in the Silver Unicorn's business, and the owner, a stern halfling matriarch named Wisara Osterman, strongly disapproves. She's certain there is something shifty about Erandil Zemoar, but she can't put her finger on in.
A room in the Silver Unicorn costs 2 gp per night.
7. Halfmoon Trading House
The Halfmoon family is a large, far-flung clan of halflings who keep small trading posts in several settlements throughout the Nentir Vale. This is the largest and most important of those establishments. It's under the care of Selarun Halfmoon, a friendly halfling who dispenses a never-ending stream of advice to his customers, such as, “It never rains but as someone get wet!” or “A nail ain't afraid of a hammer with no handle!” however no one really knows what he's talking about most of the time.
The Halfmoon Trading House is an excellent place to buy any of the mundane tools, gear, supplies, or clothing mentioned in the Player's Handbook.
8. Moonstone Keep
The seat of Lord Warden Faren Markelhay, Moonstone Keep s an old castle that sits atop a steep-sided hill overlooking the town. The outer bailey includes barracks housing up to sixty Fallcrest guards. At any given time about twenty or so are off-duty. Other buildings in the courtyard include a stable, an armory, a chapel, a smithy, and several storehouses. The keep is the large D-shaped building at the north end of the castle.
Faren Markelhay is a balding, middle-aged human with a keen mind and a dry wit. He is a busy man and sees to local matters personally, so adventurers calling on him are likely to wait a long time for a short interview. However, he is eager for news of other towns in the Vale (and farther lands as well) and never turns away someone who brings him news or waits to see him.
9. The Tombwood
Along the souther slopes of Moonstone Hill grows a large thicket that has never been entirely cleared. Within its tangled paths lies the old casle cemetery (now heavily overgrown), as well as a battle-mound dating back centuries.
10. House of the Sun
When Fallcrest was a larger city, it supported several good-sized temples locate in the Hightown districts. With the town's depopulation, several of these were abandoned, including the House of the Sun, a temple dedicated to Pelor. The place also includes shrines dedicated to Kord and Bahamut. Recently a zealous dwarf priest of Pelor named Grundelmar came to Fallcrest from Hammerfast and reestablished this old temple. Grundelmar is loud and opinionated, a real fire-breather who goes on and on about smiting evil wherever it might lurk.
Grundelmar is worried about conditions on the Trade Road, and he strongly encourages any would-be heroes to search out the bandit lair of Raven Roost and deal with the outlaws.
11. House Azaer
A small, well-off trading company, House Azaer is owned by the tieflings of the Azaer family. They import goods (including arms and armor) from Hammerfast, Harkenwold, and the lands to the south, and organize caravans up to Winterhaven several times a year. House Azaer is an excellent place to purchase nearly any mundane equipment from the Player's Handbook, although the prices are a little on the high side.
Amara Azaer is in charge of the house business in Fallcrest, and spends her time on the premises. Though young, the tiefling is quite sharp and doesn't miss an opportunity or profit running the Azaer business.
12. The Nentir Falls
Here the Nentir River descends nearly 200 feet in three striking shelflike drops. On the small island in the middle of the falls stands the statue of an ancient human hero named Vendar, holding up his hand as if to challenge enemies approaching from downriver. Local legend tells that Vendar slew a dragon whose lair was hidden in caverns beneath the falls.
13. Temple of Erathis
This large, impressive stone temple is finished with Fallcrest's native marble. Its chapel is a large rotunda with a 30-foot-tall dome. The temple of Erathis is the largest and most influential temple in town. The place also includes shrines to Ioun and Moradin.
High Priest Dirina Mornbrow oversees two lesser priests and several acolytes-townsfolk who spend part of their day tending the temple. Dirina is a woman of about sixty who is convinced of the superiority of Erathis' dogma and disappointed that more people in Fallcrest don't pay proper reverence to “our city's patron god.” She is familiar with several divination and restoration rituals and can aid adventurers with ritual magic at need-for an appropriate gift to Erathis, of course.
14. The Bluffs
Fallcrest is divided in half y a great cliff snaking northwest to southeast across the town. The bluffs average 150 to 250 in height. They are not strictly vertical, but they are too tall and steep to be easily climbed. Someone leaping (or pushed) off the uper edge would fall and roll about 20 to 120 feet feet before sliding to a stop, likely on a precarious ledge.
15. The Catacombs
The limestone bluffs between Hightown and Lowtown hold a number of caves, which the folk of Fallcrest have used as burial crypts for centuries. As caves fill up, they are walled off and forgotten about. Naturally, stories abound in town about treasure hoards hidden away in the crypts, and the restless undead that guard them.
16. Moonsong Temple
The third of Fallcrest’s temples is devoted to Sehanine. It also includes shrines to Corellon, Melora, and Avandra. The Markelhays regard Sehanine as their special patron, and over the years they have given generously to the temple. The temple occupies a commanding position atop the bluffs, and its white minarets can be seen from any corner of Lowtown.
The leader of the temple is High Priest Ressilmae Starlight, a wise and compassionate elf who finished adventuring decades ago and retired to a contemplative life. He is a musician of great skill who happily tutors the local children, even those who are poor and can’t afford to pay for their lessons.
17. Fallcrest Stables
Lannar Thistleton owns this business, providing travelers with tack, harness, stabling, shoeing, wagons, and just about anything dealing with horses, mules, or ponies. He keeps a larger corral about a mile outside of town, and at any given time Lannar has several riding horses, draft horses, or mules in his paddock near Wizard's Gate. The halfling is an excellent source of rumors, as he sees the travelers coming or going by the roads. He is a friendly fellow of about forty, with a large brood of his children out in the countryside.
18. Wizard's Gate
Fallcrest's eastern city gate is known as Wizard's Gate, because it's gate is the most convenient to the Septarch's Tower. The road to the east travels a few miles into the surrounding hills, linking a number of outlying farms and homesteads with the town.
The gate resembles Knight's Gate in construction, and is similarly watched by a detatchment of five guards and a sergeant. The leader of this detachment is Sergeant Murgeddin, a dwarf veteran who fought in the Bloodspear War and was present at theBattle of Gardbury, where Fallcrest's army was defeated. A friendly drink goes a long way tward loosening Murgeddin's tongue about that long-ago war.
19. Naerumar’s Imports
Considered the finest of Fallcrest’s retail establishments, Naerumar’s Imports deals in gemstones, jewelry, art, and magic trinkets. The owner is Orest Naerumar, a tiefling who displays impeccable manners and discretion. Orest corresponds with relatives and colleagues in several towns and cities outside the Nentir Vale; given a few weeks, he can order in low-level magic items or other items of unusual value. Similarly, Orest purchases interesting items such as these, since other dealers in distant towns or cities might be looking for them.
Orest doesn’t ask questions about where characters in his store found the goods they’re selling to him, but he is not a fence—if he knows that something was obtained illegally, he declines to purchase it.
Orest normally arranges for halflings of the Swiftwater clan to transport special orders—jewelry, gems, or magic items of value. However, he sometimes makes other arrangements for items that seem especially valuable or dangerous. Orest might hire player characters to carry or guard exceptionally valuable goods he’s sending to a merchant in another town.
20. Kamroth Estate
This is the home of the self-styled “lord” Armos Kamroth, a wealthy landowner who collects rents from scores of farmers and herder living in the countryside nearby. Armos is a brusque, balding man of about fifty who makes a show of loaning money in good faith and exacting only what the law allows-but somehow he has quietly bought up dozens of free farms over the years and turned their owners into tenants.
21. Moonwash Falls
A small, swift stream known as the Moonwash flows through Fallcrest to meet the Nentir River. The strea is rarely more than 20 feet wide or 5 feet deep. The town's children love to play in the pool at the base of the falls in the summertime.
22. Septarch's Tower
This lonely structure is a tall, seven-sided spire of pale green stone that doesn't match anything else in the town. In the days before the Bloodspear War, this was the seat of the Fallcrest's mages' guild-an order of a dozen or so wizards and arcane scholars. Defensive enchantments prevented the orcs from sacking the tower, but the guild's members died fighting for the city or fled to safer lands.
The tower is now the property of Nimozaran the Green, an elderly wizard who was once apprenticed to the last of the old guild mages. Nimozaran considers himself the “High Septarch of Fallcrest and master of the guild, whose membership now includes himself and a rather unpromising male halfling apprentice named Tobolar Quickfoot. Nimozaran expects any potential new guild members to pay a hefty initiation fee, and so far none of the few other arcanists living in or passing through Fallcrest have seen reason to join.
23. Blue Moon Alehouse
This brewhouse on the banks of the Moonwash Stream is the best tavern in Fallcrest. The owner is a nervous, easily flustered fellow of fifty or so named Par Winnomer. The true genius behind the Blue Moon is the halfling brewmaster Kemara Brownbottle. She is happy to let Par fret about running the taphouse, while she spends her time perfecting her selection of ales and beers.
The Blue Moon is popular with halfling traders whose boats tie up along the Lower Quay, well-off town merchants, and the farmers who live in the countryside south of Fallcrest. The old dwarves Teldorthan (area 24) and Sergeant Murgeddin (area 18) hoist a tankard or two here on frequent occasion.
24. Teldorthan's Arms
The dwarf Teldorthan Ironhews is the town's weapon-smith and armorer. He is a garrulous old fellow who spends his time trading stories with his customers with a pipe clenched in his teeth, while his apprentices (two of whom are his sons) do most of the work. Make no mistake-Teldorthan is a master armorer, and under his supervision his apprentices turn out work of exceptional quality.
Teldorthan has in stock (or can soon manufacture) just about any mundane weapon or armor found in the Player's Handbook, although he advises beginners to try a hammer: “If you can drive a nail you can kill an orc! You can drive a nail, can't you?”
25. King's Gate
Fallcrest's southern gate was destroyed in the attack that devastated the city long ago, and it still has not been entirely rebuilt. One of the two paired towers is nothing but rubble, and several large gaps remain in the town walls south of the bluffs which anyone could enter the city.
Despite its lack of functionality, the King's Gate is still used as a guard post by the Fallcrest guards. Sergeant Gerdrand is in charge here; he is a tall, lanky man who doesn't say much, answering questions with a grunt ot shake of the head.
26. Market Green
The majority of Fallcrest's folk live in the bluffs in Hightown and walk down to do business on the streets of Lowtown, which bustle with commerce. This wide square is an open, grassy meadow where Fallcrest's merchants and visiting traders do business in good weather. The town's children gather here for games of tag or kick-stones.
27. Sandercot Provisioner's
The largest general store in Fallcrest, Sandercot's deals with just about anything-food, clothing, stores, rope, tools, gear, leather goods, and more. Compared to the Halfmoon Trading House, Sandercot's has slightly cheaper prices but goods of somewhat lowe quality.
The owner is Nimena Sandercot, the widow of the late and unlamented Marken Sandercot. Marken associated with brigands and ne'er-do-wells, making a tidy sum by buying up good stolen from his neighbors. His widow has continued the practice. Nimena puts on a rustic charm and has three young sons, all of whom are quickly learning the family business.
28. Lucky Gnome Taphouse
The Lucky Gnome is widely regarded as the cheapest and coarsest of Fallcrest's drinking establishments. It caters to porters and laborers who work the nearby docks and fistfights are a nightly occurrence.
The owner of the Lucky Gnome is an unsavory character named Kelson.
29. Lower Quays
Keelboats and similar craft put in here to unload their cargo and portage it up to other boats above the falls. As described above for the Upper Quays, the porter's guild jealously defends its monopoly on moving cargo around the falls, and it frequently attempts to intimidate local merchants into paying for portage services-whether needed or not. In addition to the porter's guild, another gang of troublemakers lurks around the Lower Quays: the River Rats. These street toughs and thieves look out for the chance to pilfer from warehouses or roll a drunk in a dark alleyway. Boats belonging to a number of different travelers tie up here, the most common of which are keelboats of the halfling Swiftwater Clan. The Swiftwaters carry cargo all the way down to the Nentir's mouth, hundreds of miles downriver. They're more than willing to take passengers for a small fee. Irena Swiftwater is the matriacrh of the clan. She is an absent-minded reader of fortunes and maker of minor charms.