Conan Against Darkness

Contributed by: Alex Johnson ( This is a 3E conversion of the 1st Edition "CB2: Conan Against Darkness" adventure by TSR, Inc. Note that the conversion is intended for Alex's own Hyborian rules and may not be balanced for the other Conan 3E versions (the combats have been play-tested using his Hyborian rules). You will need the original module to make use of this conversion; it is still available from used-book sellers and online stores.

"Thoth-Amon, the greatest living sorcerer of the Hyborian Age, threatens the peace of Aquilonia. His tragic mistake is that he threatens Conan also, for Conan is now King of this mighty land.
Conan and his companions, Pelias, Prospero, and Nzinga journey across the plains of Shem and Stygia to test their will and power against this wicked sorcerer. Battle with them to conquer the evil forces that endanger their land!"
-- CB2: Conan Against Darkness

CB2: Conan Against Darkness (Original Cover Illustration)


The players may use the pre-generated characters provided, or may create their own following the guidelines for Hyborian characters.

In the Hyborian world there are spell restrictions and there may not be clerics or druids in the party. 14th level characters get only 15,000gp each to spend on initial equipment and supplies. Note that magic items cost 10x normal to a character without the feat or spells required to create the item.

Give the party leader Conan's Phoenix Sword and 1,000gp instead of the normal 15,000gp. This character must have the Leadership feat. There is about 45,676 XP in this adventure which is about 11,419 XP each (80% of what is needed to reach 15th level).

Episode 1: The Badlands (EL 12 or 14)

The Badlands

Large Earth Elemental: with maximum hit points (96hp, see MM page 82).

The elemental attempts to grapple the first character and drive him into the ground (inflicting damage as a normal slam attack except also maintains a pin on the character). The elemental may use multiple attacks at lower grapple bonuses and gets its +1 bonus for earth mastery. If a character gets within 150' of Thoth Amon's actual location (which is 100' from his apparent location), Thoth will summon a second earth elemental before fleeing. The second elemental appears halfway between the character and Thoth and uses no special tactics.

Rules: This encounter takes place in muddy terrain. Characters are reduced to half their normal movement (see PHB page 142). Consider the encounter EL 12 unless the second elemental is summoned and both elementals inflict some amount of damage. The party will have plenty of time to recover from this encounter.

Episode 2: The Darkest Night (EL 14)

Winged Gaunts (2): HD 10d8+30; hp 75; Init +1; Spd 30/fly 50 avg; AC 24; Atk +15 melee (1d8+5/crit 19-20, claw*2); SA fear aura (as Osyluth Devil, MM page 51, DC 16), vaporize (see below, DC18); SQ see in darkness (as a devil, MM page 50), SR 25, resist all elements 10; Saves +10/+10/+9, Str 21, Dex 17, Con 17, Int 7, Wis 14, Cha 12. Feats: improved critical (claw), . The Winged Gaunt is a new type of large Outsider.

Vaporize (Ex): Upon reaching 0 hit points, a Winged Gaunt dissolves into a noxious gas, leaving no corpse. The gas acts like the spell Stinking Cloud, lasting only 1 round and affecting everything in 5'. Other Winged Gaunts are immune to this gas.

Rules: During this encounter, the sky is covered by thick, dark clouds which block light. Unless a light source is used, this is considered near total darkness, giving 9/10 concealment to foes and a 40% miss chance (see PHB page 133). The party will have plenty of time to recover from this encounter.

Episode 3: The Harbor of Khemi (EL 14)

Large Water Elemental: with average stats (see MM page 84).

Small Monstrous Crabs (8): Treat as large monstrous scorpions with average stats, minus poisonous sting, able to swim 20'/round (see MM page 209).

Rules: This encounter occurs on and in the water. The swim skill will get extensive use. The normal swim DC is 10 but during the combat rises to 20. To remain above water a character must devote at least a partial action to swimming, leaving at most a partial action to fight or cast spells. Rules on swimming are in the PHB (see page 74) and rules on drowning are in the DMG (see page 85). When the elemental rams the boat, each character must make a Wisdom check DC 10 to remember to hold onto his or her possessions. As long as the elemental is under water it is invisible, as the spell.

Episode 4: The Pyramid of Khemi (EL 12)

Priests of Set: Com10 with average stats: +5 melee, hp 25, AC 10, saves +3/+3/+3.

Huge Vipers (2): with average stats (see MM page 202).

Pa-Tehuti, Clr10: +7/+2 melee, hp 68, init -1, AC 10, saves +9/+2/+10, Str 13, Dex 8, Con 14, Int 10, Wis 17, Cha 12, feats: power attack, scribe scroll, brew potion, combat casting, leadership. Divine powers (Set): trickery, destruction, control undead, spontaneous casting of inflict spells. Possessions: serpent-headed quarterstaff. Spells: (6/6/6/5/4/3) detect poison, light, mending, purify food and drink, cure minor wounds (2); bane, command, change self*, divine favor, invisibility to undead, obscuring mist; augury, calm emotions, cure moderate wounds (2), invisibility*, spiritual weapon; contagion*, continual flame, cure serious wounds, dispel magic, invisibility purge; confusion*, greater magic weapon, restoration, status; circle of doom*, greater command, spell resistance. *Domain spells.

Rules: The secret entrance (C) is locked with an average lock (Open Locks DC 25) and is well concealled (Search DC 20).

Episode 5: The Hall of the Dead (EL 16 or 18)

The Hall of the Dead

Crawler in the Dark: HD 10d10+50; hp 105; Init +2; Spd 20; AC 20; Atk +13 melee (2d8+8, bite) and +8 melee (2d6+4, claw*2); SA fear aura (as Osyluth Devil, MM page 51, DC 17); SQ fast healing 10, improved grab (continual bite damage); Saves +12/+9/+5, Str 27, Dex 15, Con 20, Int 6, Wis 11, Cha 15. Feats: iron will, skill focus (move silently). The Crawler in the Dark is a new type of huge Magical Beast.

Ameriga the Poet, Ftr14: +17/+12/+7 melee, hp 119, init +7, AC 15, saves +12/+9/+4, Str 17, Dex 17, Con 17, Int 17, Wis 10, Cha 18. Feats: combat reflexes, dodge, expertise, improved disarm, improved trip, improved unarmed strike, lightning reflexes, mobility, quick draw, skill focus (perform), spring attack, weapon focus (greatsword), weapon specialization (greatsword), whirlwind attack. Possessions: javelin, greatsword, knife, leather armor.

Akivasha, Queen of the Damned

Akivasha, Vampiress Ari20: HD 20d12; hp 130; Init +8; Spd 30; AC 20; Atk +18/+13/+8 melee (1d6+3, slam); SA (all DC 26) domination, energy drain, blood drain, children of the night, create spawn; SQ damage reduction 15/+1, turn resistance +4, cold/electricity resistance 20, gaseous form, spider climb, alternate form, fast healing 5; saves +6/+10/+14; Str 16, Dex 19, Con -, Int 17, Wis 14, Cha 22, feats: alertness, combat reflexes, dodge, improved initiative, lightning reflexes, mobility, spring attack, blind fight, +5 non-combat feats.

Akivasha is devastating and should not be fought. If combat stats are really needed, refer to the template on MM page 221. Finding her coffin among the others in the pyramid could take years.

Rules: Refer to the module text for extensive strategy information. Consider the encounter EL 16 unless Akivasha becomes involved in combat with the party. It is unlikely that Akivasha will be slain but award the EL 18 experience if she is forced to retreat. The party will have plenty of time to recover from this encounter.

Episode 6: The Road to Asubor (EL 9)

The Road to Asubor

Serpent folk: are Yuan-ti halfbloods with snake heads, scales instead of skin, and the power of change self instead of chameleon power (see MM page 190).

War dogs are Riding dogs with maximum hp (20hp, see MM page 196).

Rules: Since there is no maximum range for missile weapons, the chariots pass between 100 and 110 ft away from the party so there is no penalty for range. The yuan-ti do not have mounted archery, so they suffer -4 penalties (see PHB page 138). Catching a moving chariot can only be done with the run feat or with the fast movement characteristic. The party will have one evening to recover from this encounter.

Episode 7: The Temple of Asubor

1. The Entrance (EL 10)

Gynosphynxes (2): with average stats (see MM page 170).

5. The Temple (EL 10)

Serpentfolk (4): with average stats (see MM page 190 under Yuan-ti halfblood and Episode 6).

Shima, First Mother of the Serpentfolk: is a Yuan-ti abomination with average stats (see MM page 190).

7. The Serpentfolk Living Quarters (EL 11)

Serpentfolk (10): with average stats (see MM page 190 under Yuan-ti halfblood and Episode 6).

8. The Fire Guardians (EL 9)

Medium Magmins (2): HD 6d8+6; hp 33; Init +0; Spd 30; AC 12; Atk +6 melee (2d6+1, slam); SA (all DC 11) combustion, fiery aura; SQ elemental, fire subtype, melt weapons, damage reduction 15/+1; Saves +3/+5/+2, Str 13, Dex 11, Con 13, Int 8, Wis 10, Cha 10. Feat: weapon focus (slam). (see MM page 130 for Magmin).

Rules: The door can be lifted enough for someone to slide under with a Strength check DC 25. You may also want to use the rule for cooperation (see PHB page 62).

9. The Black Lion (EL 5)

Dire lion: with average stats (see MM page 57).

Rules: If the party stops to listen, allow the lead character a listen check opposed by the lion's move silently check. If successful, the character is not flatfooted the first round. The lion will pounce on the first round of combat.

10. Thak the Man Ape (EL 13)

Thak, Male Half-orc Bbn13: hp 136, init +3, AC 13, Atk +15/+10/+5/+15 (1d3+6, unarmed), saves +12/+7/+8, Str 23, Dex 17, Con 18, Int 4, Wis 12, Cha 4. Feats: alertness, ambidexterity, dodge, improved unarmed strike, iron will, power attack. Possessions: key. Special: rage 4/day, fast movement, uncanny dodge (Dex bonus to AC, can't be flanked, +2 against traps), damage reduction 1/-.

Rules: Thak is barely human. He attempts to grapple, but if he fails, just attacks normally. He enters his rage on the first round and can enter the next rage as soon as each rage wears off. Thak, when not grappling, will use both hands, calculated in (add +4 when grappling and drop the fourth attack). The concealled door is easy to find (Search DC 15) but hard to open without the key (Open Locks DC 30, Break DC 30).

11. Thoth-Amon's Private Quarters (EL 18)

Huge Vipers (2): with average stats (see MM page 202).

Invisible Stalker: with average stats (see MM page 123).

Nightmares (2): with average stats (see MM page 140) drive the Serpant's Servant.

The God in the Bowl: HD 15d8+63; hp 130; Init +5; Spd 0; AC 16; Atk +13/+8 melee (2d6+4, bite); Reach 10; SA improved grab (grapple-pin-constrict without provoking AoO), charm gaze (DC 22), despair (see Mummy, MM page 138, DC 22); SQ regeneration 10 (all damage is subdual while in bowl); Saves +9/+8/+12; Str 18, Dex 13, Con 19, Int 20, Wis 16, Cha 20. Feats: improved initiative, lightning reflexes, toughness. The God in the Bowl is a new type of large Aberration, related to Nagas.


Thoth-Amon, Con14: +9/+4 melee, hp 67, init +2, AC 12 (10 Flatfooted), saves +6/+6/+11, Str 14, Dex 14, Con 15, Int 20, Wis 14, Cha 12, feats: literacy, scribe scroll, combat casting, spell mastery, silent spell, still spell, mounted combat, trample. Possessions: Ring of Set, Coracle of the Blue Fires, Serpant's Servant, spellbook. Spells: (5/7/6/6/6/5/4/3) detect magic, flare, light, read magic, ray of frost; alarm, identify, message, obscuring mist, protection from good, shocking grasp, unseen servant; fog cloud, locate object, protection from arrows, pyrotechnics, scare, whispering wind; dispel magic, phantom steed, sepia snake sigil, sleet storm, slow, summon monster 3*; arcane eye, detect scrying, dimensional anchor*, dimension door*, enervation, polymorph self*; contact other plane*, dismissal*, lesser planar binding*, telekinesis, transmute rock to mud; control weather, globe of invulnerability*, greater dispelling*, planar binding*; power word stun, statue, summon monster 7. *spell mastery.