King Acastus presents the heroes with a map that traces a route to a place called the Dead Falls. He speaks of destiny and legacy, of an ancient ship once thought lost to time: the Ultros, flagship of Estor Arkelander, the famed Dragonlord and war-chosen conqueror of bygone ages.
He claims that his scouts recently caught sight of the ship, its black sails torn but unmistakable, drifting near the cliffs where waterfalls plunge into mist. What he does not share openly, however, is that he has always known the ship’s location.
For years, Acastus has been haunted in his sleep; his dreams pierced by the ghost of Estor himself. The dead Dragonlord does not speak in whispers, but in commands. He calls to his descendant with visions of blood and fire, offering power and glory in exchange for obedience. Estor’s true aim is darker: he seeks to lure mortal warriors to the Ultros, where he may possess a worthy vessel, reclaim his body in some twisted form, and at last enact his vengeance against the Titans.
The sails of the Ultros await. So does the will of the dead.
The Ghost Ship’s Crew#
Estor Arkelander’s ghost is captain of the Ultros. Seventy
- Ghosts and Specters are the crew under his command, all of them Estor’s thanes. The specters are crewmen who lost their sanity and have been reduced to soulless undead shades with no personality or drive. Estor has been waiting for a band of warriors to board
his ship. He wants a new body, and possessing a great hero will do nicely. For years, he has tried to lure King Acastus to his ship, but his descendant is a cowardly disappointment. He knows that Acastus has sent the

heroes in his place, and he plans to haunt their dreams to discover the worthiest amongst them. He will mark the worthiest hero as the warrior he intends to possess.
The Ultros is usually docked in an inlet near the Dead Falls. Rarely, it ventures northward along the River Lethe. The ghostly crew of the Ultros are deathly afraid of the horrors of the Nether Sea, but they are nevertheless drawn to the chasm at the Dead Falls. The necromantic energy from the Nether Sea makes them feel almost alive again.
A Pristine Vessel. For a ghost ship, the Ultros is surprisingly well-maintained. The ghostly crew keep the ship in perfect condition and clean it every day, by order of the captain. Estor still takes pride in his ship. It is, perhaps, the only thing that he has ever truly loved.
Traveling to the Dead Falls#
Traveling to the Dead Falls from Mytros or Estoria takes about two days and requires the party to wayfind through forests and rocky hills. You may choose to run 1-2 encounters from the Random Heartlands Encounters table (chapter 2) along the way.
Return to The Sour Vintage#
Located about halfway to the Dead Falls, the Sour Vintage tavern makes a convenient place to stop for a rest. Aetala now advertises the tavern as the place where the “Heroes of the Prophecy” gathered before slaying the great boar. She cheerfully offers the party free accommodations and her patrons ensure that the heroes drink for free.
Rumors of the Ultros#
Everyone knows of the Ultros. It’s Estor Arkelander’s ship from the legendary adventures of the Dragonlords! Several fishermen claim to have seen the ship sailing down the River Lethe at midnight, but no one believes them. Why would a ghost ship be sailing on a landlocked river?
Rumors of the Dead Falls#
The patrons of the Sour Vintage know a few tales of Dead Falls. They say it’s one of the pathways to the Underworld, the domain of Lutheria, Lady of Dreams. Strange things happen there. People say the rocks scream like harpies, and those who venture to the river’s end never return. But there is an oft-repeated mantra that the patrons use to reassure the party: “Heroes have no fear of the dead!”
The Falls of the Underworld#
The king’s map points to a secret inlet at Dead Falls, located just before the River Lethe rushes into a huge chasm. The Ultros is supposedly docked at this inlet every night in the hours before dawn. Getting to the ship’s mooring requires walking along the river’s rapids and passing through a narrow canyon. The heroes should arrive at midnight.
The Rapids#
The rapids are too dangerous to travel by boat or to swim. If someone tries to swim across, they must succeed on a DC 20 Strength (Athletics) check every round or be swept away and over the falls. A path leads along the edge of the rapids: it is soaking wet but otherwise safe to travel.
Encounter: The Gates of Death. Read the following aloud:
The path leads to a section of the rapids at the canyon’s narrowest point, with only 20 ft. between the cliff faces. Each wall at first appears to be carved with horrifying visages but, upon closer examination, it seems that they might actually be mundane rock formations.
A passive Perception score of 12+ reveals that the cliff sides are closing in and that the wailing is coming from their faces. The party rolls Initiative, and every character who didn’t notice the cliffs beforehand is surprised.
At Initiative count 15, the cliffs close in. On round 1, this reduces the paths’ width to 5 ft., forcing the party into a single line. On round 2, any hero still on the path is trapped between the walls and has the Restrained condition. On rounds 3+, any trapped heroes take 20 (6d6) Bludgeoning damage. Any hero reduced to 0 Hit Points is instantly killed, reduced to a meaty paste.
Escaping. The party can first escape the walls by either going over the walls (which are 50 ft. tall) or entering the Dead Falls ahead (which are 90 ft. away when Initiative is rolled). Once they’re trapped, the hero must succeed on a DC 18 Strength (Athletics) check to squeeze through to safety.
The Dead Falls#
Here the River Lethe pours into a chasm, creating a waterfall that plunges for more than one vertical mile into the Nether Sea, which explains the strange lack of sound. Anyone who spills over the edge will fall for 20 seconds before colliding with the primordial waters of the Nether Sea, suffering 70 (20d6) Bludgeoning damage.
The secret inlet is shown on the king’s map, but its location is not obvious at first glance. With some trivial investigation, the heroes will discover a switchback rocky passage that leads to the inlet. The passage is flooded by water (5 ft. deep), which the heroes must wade or swim through.
Investigation: The Secret Inlet#
The Ultros is anchored in this lake, but its presence here makes no sense. It’s impossible for it to fit through the passage the party came in, and there are no other entrances. The heroes may freely walk along the rocky shore to the ship and board it. Nothing stands in their way.
The Ultros#
U1: The Top Deck#
1 Square = 5 Feet#


Before the Dream. The top deck is empty. When anyone first boards the Ultros, they will notice the cold, and anyone staying on the top deck for more than a few minutes will begin to hear whispering. They will also see the ghostly crew members out of the corners of their eyes, but as soon as anyone tries to focus on the sights and sounds, they will suddenly cease, only to resume a few minutes later.
During the Dream. There are six Specters on the main deck, but they are not immediately hostile. They don’t acknowledge the heroes in any way.
The Quartermaster. At the steering wheel at the rear of the ship is the Ghost of the dwarf Davos, one of Estor’s thanes. He is singing a randy song to inspire the crew as they go about their tasks (the specters are not impressed). When he notices the heroes, he will end his song and call upon the crew to slay the intruders.
The specters are hesitant to come to Davos’ aid, so only one of them joins the battle each round. Davos starts the battle by tearing the flesh from his face and using the Horrific Visage action, after which he attempts to possess one of the heroes. Once the thane is destroyed, the specters return to their duties.
U2: Storage Cabin#
This room is empty of crew at all times. There is no difference before or during the dream.
Treasure. There is a small locked iron box that can be opened with a successful DC 15 Dexterity (Sleight of Hand) check using Thieves’ Tools. Inside are six Burnished Dragonlord Coins (appendix C), 75 SP, 35 GP, and a small leather-bound journal.
The journal gives a detailed account of Estor Arkelander’s role in starting the First War 500 years ago. Refer to Estor Arkelander and the First War (appendix E).
1 Square = 5 Feet#


U3: The Oar Deck#
Before the Dream**.** A fully-crewed ship like the Ultros should have had 150 men. The remaining oarsmen are strong enough to man one oar each, which means that there are 56 Specters on this deck. They have lost their sanity and their souls have withered, so they are all silent and do not interact with anyone. If attacked, an oarsman specter will cower but will not actively defend itself or attack.
The Undead Drummer**.** At the rear of the oar deck is an undead woman sitting by a drum. Her skin is white as bone and her eyes are missing. She has the statistics of a Revenant, but she does not have a focus for vengeance. She is not hostile, but will defend herself if attacked. If destroyed, she will return within 24 hours, rising out of the river or the ocean to resume her place.
The drum-beater will ask one simple question in a whispering voice: “Are you ready to travel to Mytros?” She won’t communicate in any other way. If the heroes say yes, she will begin to beat her drum. The specters will begin to row. Once this happens, read the following:
The Dream Begins. The ship now begins its journey to Mytros, but something strange is afoot. Refer to the Visions of the Past section below to determine what happens next.
U4: The Captain’s Cabin#
Before the Dream. The leather-bound journal contains several entries. It is written in the hand of Estor Arkelander, and it recounts the history of the Ultros. Refer to the Estor Arkelander and the Curse section (appendix E).
During the Dream: The First Mate. In this cabin is the Ghost of one of Estor’s thanes, Skathon. Skathon is deep in the ethereal plane most of the time. Anyone who enters the room feels cold and is assaulted by strange feelings of anger and guilt. Skathon then appears before them, still in the border ethereal (and thus immune to attack). Read the following.
Skathon was a powerful warrior in life. He possessed a set of magical scale mail and a magical sword, both of which hang on the wall at the back of the cabin. The items will attack. They use the statistics of an Animated Flying
- Sword and an Animated Armor. Once the fight has started, Skathon will leave the ethereal plane and try to possess a hero. Treasure. Azurescale is a set of scale mail Mariner’s
Armor (Scale Mail), and Ebony is a Mithral Makhaira (appendix C).
U5: The Thanes’ Quarters#
Before the Dream. The ornate box is attached to the floor and secured with an Arcane Lock. If the Arcane Lock is suppressed by the Knock spell or otherwise dispelled, then the box can be opened with a DC 15 Dexterity (Sleight of Hand) check using Thieves’ Tools.
Treasure. Inside the box are 16 onyx gemstones. If the gems are removed from the box, each transforms into a Specter after one round (see the During the Dream section below for more details). The specters immediately attack the hero who took them from the box. The spectral onyxes have no value, as they are not true gems. Any specters killed before the dream will not be able to serve Metron later (see below).
During the Dream: The Navigator. The Ghost of Metron the thane is in here. One of the hammocks obviously sags more than the others when the heroes enter and, a round later, Metron will fade into sight, though he will remain in the border of the ethereal plane. He claims to be from a lost undersea kingdom, but he’s forgotten its name. He served as navigator aboard the Ultros, charting new paths across Thylea’s oceans.
The Vengeful Spirits. Metron will tell the heroes that the captain was a cruel man, one who was responsible for untold thousands of deaths. Many of those unfortunate souls have traveled from the Underworld in search of vengeance, and Metron has sealed them away in a box. He asks if the heroes would be kind enough to help dispose of the troublesome spirits.
With a flick of his hand, the ornate box opens, and vengeful spirits swarm out of it over the next four rounds. Each spirit is a Specter that attacks the heroes relentlessly. The horrifying forms that they take do not affect their statistics:
If someone closes the box, then the specters will stop appearing. Once the box has been closed or the specters have been vanquished, Metron leaves the ethereal plane and attempts to possess one of the heroes. He prefers someone with strong arms and legs for swimming.
U6: The Storage Hold#
The storage deck is accessible via a stairway that descends from the Thane’s Quarters (area U5). The chests and crates here are remarkably well preserved and usable, but they are all empty.
Visions of the Past#
Once the heroes have spoken to the undead drummer on the oar deck of the Ultros, they will begin their journey across the Cerulean Gulf towards Mytros.
On the first night of this voyage, the party becomes trapped in a waking dream (which affects the entire party, even species that don’t normally sleep):
The Ultros is sailing on a strange expanse of foggy, gray ocean. All the doors on the ship are now unlocked, and all rooms and their contents can be searched. The ghost of Estor Arkelander (appendix A) now stands near the ship’s mast, gazing out into the void. He has called upon the strange magic of the ship to create this dream.
Estor identifies the heroes as his new thanes and asks each of them to swear the following oath.
Players may excuse themselves from consideration to be captain if they want to avoid swearing the oath. However, the Ultros will only heed the commands of heroes who have sworn the oath.
Quest: The Traitorous Thanes#
After the oaths are sworn, Estor announces that there are three betrayers among his crew, which he tasks the heroes with finding and destroying. He refuses to release the heroes from the dream until this has been accomplished. He explains that whoever performs most admirably will take his place as the new captain of the ship.
Estor’s Deception. Cursed by Lutheria, Estor endures a fate he considers worse than death. He is an immortal spirit, denied both the peace of oblivion and the certainty of flesh. Most cruel of all, Lutheria bound him to a mockery of freedom: he may possess only those who willingly accept him. Estor’s hatred for the Lady of Dreams is absolute, and his true ambition is vengeance against the titan who damned him. Estor sees great potential in the heroes. He knows that their success is key for him to gain vengeance against Lutheria.
The Traitorous Thanes#
Estor Arkelander was originally served by three thanes he now claims are betrayers: Davos, Metron, and Skathon. They now haunt the Ultros as Ghosts and appear in different areas of the ship.
Davos, the Quartermaster. A dwarf ghost who can be found on the top deck (U1).
Metron, the Navigator. A lazy ghost who can be found in the thane’s quarters (U5).
Skathon, the First Mate. A powerful warrior who can be found in the captain’s cabin (U4).
The Traitors are Destroyed#
When the ghost of the last traitorous thane has been defeated, the fog surrounding the Ultros lifts, and the heroes awaken from the dream. Any heroes who were killed during the dream wake with two levels of Exhaustion, but they are otherwise fine.
The New Captain#
The ghost of Estor Arkelander appears before the heroes when the dream ends. He is now satisfied that the party is stronger than his previous thanes. He chooses one of the heroes who swore the oath to the Ultros,
specifically the one who performed most aggressively and showcased the most power during the trial and appoints them captain.
Knowing that the heroes aren’t likely to trust someone of his historical notoriety, he will say the following:
Though the heroes may now command the Ultros, Estor Arkelander’s story is far from over.
