“Our eyes are open, our fists are close. Our walls are stone, our shields are steel. Our faces are many, our soul is dwarf. And thus there is no foe against whom Overlook cannot stand.”

Ancient Overlook proverb and prayer

The city of Overlook stands on the eastern slopes of the Stonehome Mountains, a hoary range of crumbling peaks as old as the world, west of Brindol. The city was founded at the end of the Age of Chains, not long after the ancient dwarven kingdom of Khaz’goroth was founded, and is one of the few constructions still inhabited from that ancient time. Overlook and its fortress Bordrin’s Watch were raised to be the first line of defense against the dwarves’ ancient enemies that constantly invade from west of the mountains. Recently a call to arms for adventurers went out, causing Valemen to suspect a new threat.

Since its founding, Overlook has never come under attack, though Bordrin’s Watch has time and again, at least once every century. Overlook supplies the mountain pass with soldiers, supplies, and needed resources, ensuring the Watch is never without the goods they need to live up to their ancient responsibility. While doughty dwarf warriors and towering goliath barbarians hold the Watch, the city is far more cosmopolitan and includes peoples of nearly every race and culture known in this corner of the world. Dwarves are still the dominate group, but humans and halflings make up a close second, followed by dragonborn, tieflings, and a smattering of eladrin and elves, and an assortment of other, less familiar, races.

Overlook is largely a trading center, and people on both sides of the mountain come to the city to exchange goods, rumors, and information. The city’s numerous markets and bustling streets makes it the ideal place to do business, thus characters in search of a particular tool or device are more likely to find it here than anywhere for miles around.

Supplementing its trade is a robust mining industry. The mountains are rich in iron, silver, tin, and no few gemstones. Dwarf and human miners and prospectors set out from Overlook each day, some working in the blackness of the deep mines, while others scour the heights in search of treasures—some succeeding, others failing, and others still vanishing in the misty peaks never to be seen again.

Although the city depends on Bordrin’s Watch to endure most of the attacks from the west, the city is not without its own defenses. The dwarves erected steep walls to protect themselves, but as the city outgrew its original protections, the inhabitants raised more walls to encircle the growing population. So far, this has happened four times, giving the city four sets of walls, one inside of the other. The shantytown, the unofficial ninth district, grows beyond the eastern walls and it’s just a matter of time before the Council decides to raise another wall and add those squatters to the rest of the city.

Piercing each wall, on both the western side and the eastern side, is a large gate flanked by two square stone towers. Most times, the gates stand open, even in the dead of night, but when trouble looms, such as now, the gates are closed at dusk, and the inner gates—the ones leading into High Hall—might close even earlier.

The outer walls are 100 feet tall,—taller where they travel over higher elevation. Each inner wall stands another 20 feet tall. Guards patrol the walls infrequently, though the gatehouses are held by roughly a half-dozen warriors.

Map of Overlook


Overlook Places of Interest
1. Dwarfroad 14. Coxcomb Spirits
2. The Gray Redoubt of Rufus Crumley 15. Stone Anvil
3. Clean Sheets 16. House of Sleep
4. Mountain’s Hearth 17. The Turned Spoon
5. Pig and Bucket 18. Elsir Consortium
6. Dungeoneer’s Survival Emporium 19. Polliver’s
7. Tombs 20. Michael’s Blond
8. Dergan’s XXX Brewery 21. Caer Overlook(Government)
9. Stonehome Treasures 22. Ministry of War
10. Belden’s Rest 23. Cadrick’s Boarding House
11. The Salty Mug 24. Divine Knot
12. Merty’s 25. Pickled Imp
13. Shrine of Erathis


Overlook has eight districts, each distinguished by the type of people there as well as the industry one finds there.


“Looking for work? You ought to prick the blister an’ see what bubbles up . . .”

The Blister is a rough-and-tumble section of the city, populated by mercenaries, adventurers, and the usual sort of traveling folk with few roots. Characterized by a great number of winesinks, taverns, pleasure dens, gambling halls, and bordellos, Blister is not a place to get lost.

Buildings: Blister’s buildings are a mix of timber and stone of architectural styles ranging the gamut. Old dwarven buildings stand next to almost organic tiefling dreaming halls, while a halfling gambling den sits in the shadow of an old temple dedicated to Sehanine in her more arcenous aspect.

Streets: Blister’s roads thread their way through the press of buildings, darkened by shadows cast by structures built too close together. Filth and detritus clog the alleys, sometimes spilling out onto the major thoroughfares—that is, roads large enough to accommodate a horse.

People: Humans, halflings, and dragonborn have the largest numbers in Blister, though one can find a variety of races here. As mentioned, most are adventurers, thieves, and traveling folk, representing the city’s most diverse population.

Sights: Visitors and inhabitants alike might see a pair of human thugs beating a half-orc with their clubs in an alley, a scantily clad man calling out to passersby, a street magician performing tricks, an elderly alchemist selling cure-alls, street preachers prophesizing the end of the world, tents and stalls, clotheslines stretched across the streets, and bands of adventurers looking for trouble.

Smells: All sorts of odors waft up from Blister, including smells of exotic cuisine to the expected stench of a crowded district. Wood smoke hangs over the streets, mixing with other, more sinister smells.

Sounds: Merchants hawk their wares amid laughter, screams, the murmur of crowds, the clatter of kitchens, cries of “thief!,” the whistle of a constable in pursuit, the sounds of barking dogs, the hiss of cats, and the growls of spiretop drakes.


“Not much to do in the Boneyard aside from sicking up.”

Occupying the southeast corner of Overlook, Boneyard has every distasteful business and venture,including everything from the city’s slaughterhouses, renderers, tanners, dyers, and even the city’s graveyards.

Buildings: As an industrial corner of the city, most buildings are plain and functional, and they are constructed to serve the operation and little else.

Streets: The Boneyard features broad roads in good repair so wagons can easily navigate the district.

People: Humans are the largest group of people here and most are dirty, lacking in sophistication, and inured to the foul odors wafting up from the more toxic parts of the district.

Sights: Common sights include wagons laden with animal carcasses, workers trudging to their jobs, plumes of acrid smoke, and pipes leaking toxic fluids into the gutters. The Boneyard is as unpleasant to look at as it is to smell.

Smells: A pall of smoke stinking of urine and sulfur hangs over the Boneyard, turning the sun a pale shade of brown. Even though the locals do their best to keep the streets free of rubbish, the materials and industries produce ripe odors a shade better than death.

Sounds: One can hear the creaks of wagons, the spillage of liquids, crackling fire, the screams of animals at the slaughter, and the grunts of hard labor.


“Don’t know why they still call it Elftown; can’t say as I’ve ever seen an Elf there.”

Elftown covers the northwestern corner of the inner city and takes its name from the one elf to live there some seventy years ago. The community consists of upscale and well-off entrepreneurs, merchants, bankers, lawyers, physicians, and other members of Overlook’s upper crust, and many folk elsewhere want to inhabit a small house on the edge of this fine quarter.

Buildings: With fine buildings of astonishing architecture, white-washed or painted in pastel colors, Elftown has some of the nicest homes and shops in the city. Even the smaller houses are sumptuous compared to those of pretty much anywhere else in the city, and all are accented by parks, lawns of green grass, statuary, and beds of exotic flowers and semimobile plants.

Streets: Aside from the broad Dwarfroad that winds though Elftown, most streets are large enough to accommodate two carriages side by side. The roads are covered in pale white stone and maintained by a legion of well-paid servants. Even the side streets are clean and lit with everburning torches contained in iron lanterns to chase away the shadows.

People: In spite of the name, few, if any, elves live in Elftown, though several eladrin are affiliated with the ambassador who takes residence here. Instead,wealthy humans and dwarves command this section of the city, though one can be sure to find a handful of dragonborn, a smattering of tieflings, and a few reckless halflings.

Sights: Observers can see black carriages pulled by teams of matching horses, patrols of uniformed guards, and fountains sending spray into the air, as well as servants painting houses, cleaning the streets, and avoiding attention.

Smells: One is likely to smell fine cooking, freshcut grass, the perfume of brilliant flowers, incense, and other pleasant aromas.

Sounds: Notes played on a harp, the singing of a lovely young woman (or a younger man), a haughty noble screaming at a servant, the whinny of horses, and the clink of gold are common sounds.


“Let me tell you about this place I know. If you’re looking for armor, I can think of nowhere better to go.”

The Forgeworks, or just the Forge, is a middle-class district given over to successful artisans, tradesfolk, and other men and women who work hard and are successful in their professions. More than half of the buildings here are workshops with apartments overhead. Warehouses, businesses, stables, and other places of industry round out the rest. The Forgeworks stands in the Middle City, south of Tradetown.

Buildings: Small shops with flats above line the streets, punctuated with the occasional tavern, shrine to Moradin or Erathis, and speckled with overlarge warehouses.

Streets: Broad streets, wide enough to accommodate aurochs and wagons, run through this district, while narrow alleys branch off to disappear in the maze of buildings beyond. Cobbles cover the ground and most are even to provide smooth transport to and from the Forge.

People: Dwarves and humans live side by side in the Forgeworks, but one can also find a small population of half-elves, gnomes, and a few others as well. During the day, business here brings folk from all over the city to do business.

Sights: Blacksmiths hard at work at their forges, weavers chatting while working their looms, painters, tailors, and a host of other shops and business, all produce goods for the citizens of Overlook and beyond.

Smells: The air is pregnant with the smells of sweat, smoke, and industry. Street vendors sell meat pies, sausages, and other portable foods for workers and visitors alike, lending the pleasant (or not so pleasant) aromas of their fare to the atmosphere. Although a busy part of Overlook, the Forgeworks is surprisingly clean.

Sounds: Frequent sounds are hammers on anvils, a sharp curse, the hum of conversation, wagons creaking, aurochs straining in their traces, and the sound of footfalls from passersby.

High Hall

“The heart and soul of Overlook, son, High Hall is where the movers and shakers make all the decisions.”

High Hall, or the Old City, is where the city leaders convene to govern Overlook. Few folk still live in High Hall since nearly every inch of available space is given over to the various ministries making up the city’s government. Thus, aside from a few extremely wealthy folks, most people funnel out of High Hall at the end of the day to head home to Elftown, Stonehammer, or elsewhere.

Buildings: High Hall consists of a forest of massive buildings packed tightly inside its walls. Towers thrust up from the fortresslike structures, climbing high above the walls and affording a look at the entire city and the lands all around. Most buildings house one of the dozen or so ministries that see to keeping the city operating. Examples include the Ministry of Commerce, the Ministry of Foreign Affairs, the Ministry of War, and so on. Each operates out of a marble or brick building fronted by impressive statues of dwarf warriors, artisans, and historical figures, while the walls themselves bear intricate carvings and bas reliefs capturing key moments from the city’s history. The outer edge of High Hall holds the businesses and few homes of those who grease the engines of politics. Restaurants, inns, and a few shops provide patronage to the city’s elite, but they shut down at nightfall.

Streets: Suffering from too many buildings in a confined space, High Hall’s roads are positively perilous. Tight and cramped while winding through the heart of Overlook, they contain numerous shadowy alcoves, dead-ends, and limited range of sight as they turn and twist. Although High Hall doesn’t have a thievery problem, it does suffer from hired killers. The dwarves deal honorably with one another, but the same cannot be said for all the city’s representatives, and rival humans, tieflings, and others might resort to murder to eliminate an inflexible politician. Thus, most high-ranking officials surround themselves with guards, making travel anywhere in High Hall all the harder.

People: The Council of Elders might all be dwarves, but the rest of the city’s government is as diverse as the city. Bureaucrats, functionaries, messengers, and palanquins bearing representatives from other districts all make their way through High Hall throughout the day, and sometimes at night.

Sights: Buildings, buildings, and more buildings crowd the district, their carved façades telling ancient stories of heroic dwarves, the end of the Age of Chains, and other historical events that helped shape this region. One might see workers cleaning up a murder scene, while street vendors sell everything from amulets that promise to bring good luck in the courts, to food dealers, and tattered street lawyers searching for clients.

Smells: Overcrowding and the malaise of too many people gives High Hall an unpleasant aroma in spite of the fact that the Council spares no expense in keeping this part of the city clean. Wafting up from the streets is a mix of rubbish, food, and sweat, but compared to other sections of Overlook, High Hall is tolerable.

Sounds: Throughout the day, a steady hum of conversation sounds, punctuated with the ringing of bells, the angry shouts of guards as they escort their worthy charges through the press of people, voices raised in protest at some new law, and an assortment of other noises make High Hall loud. At night, however, it becomes deathly quiet.

Nine Bells

“Nine Bells, Nine Hells, all the same to me.”

Nine Bells district takes its name for the nine temples found in the heart of the district. Since these temples cater to the sick and the poor, this district draws the hungry, the diseased, and the destitute to its streets. Before the walls were raised here, Nine Bells was a place of great wealth—a community favored by those rich citizens who wanted to escape the clamor of the city. However, after it was annexed along with Blister and the Boneyard, the estates were abandoned and the folks fled to Stonehammer or Elftown to escape the flood of destitute people that washed into the place. Now, Nine Bells is the worst part of the city and is ever a source of embarrassment for the city’s elite.

Buildings: With rotting estates, old vineyards now overrun by tents and wooden shacks, sagging rowhouses, and communities of tents, Nine Bells decays even while the rest of the city grows strong. The businesses, such as they are, cater to darker interests, including dreaming halls, sinister taverns, fighting pits, and disease-ridden brothels. Huddled in one corner of this district are nine great temples, raised long ago, but faced, on all sides, by poverty, despair, and the worst sorts of people imaginable. Called the Divine Knot, a few of these temples have been abandoned, while the rest keep small staffs of dedicated servants who soldier on to fight the misery plaguing this district.

Streets: As one might expect, Nine Bells’ streets are muddy lanes and narrow alleys, all filthy and most worming through the press of decaying buildings. Closest to the temples, the muddy roads gain cobbles, typically clean and free of debris.

People: Nine Bells is the bottom of the barrel, so to speak, and it welcomes anyone who has nowhereelse to go. Humans, dwarves, tieflings, halflings, gnomes, and even a few half-orcs scratch out an existence in this wretched mire. Despair is strong here and it drives many of its people to commit unspeakable acts to survive. Drugs, prostitution, and even slavery can all be found here.

Sights: A dead dog rotting in the streets, a swarm of rats cornering a gaunt gnome in a darkened alley, a hideous crone hobbling under the weight of her scavenged scraps, a gang of children armed with sharp knives and hungry eyes, and a robed priest swinging a smoking censer to chase away the spirits can all be found in Nine Bells.

Smells: A fecal stench hangs in the air, mixed with the equally nauseating odors of vomit, rot, and rubbish. People here are unclean and their odors mingle with that of the befouled air to create a symphony of noxious odors. Nearest to the temples, the air grows a bit more tolerable thanks to incense and the modicum of respect the people show the men and women of the cloth.

Sounds: Within this area, one can hear mad laughter echoing out of a darkened ally, a woman’s cry, a wailing child, the sound of flies devouring an abandoned carcass, the splash of effluvia, and the whisper of a threat.


“There’s a different kind of stench in Stonehammer…it’s the stench of arrogance.”

Stonehammer occupies the southern half of the inner city, and it wraps around High Hall up to the Dwarfroad. Like Elftown, Stonehammer is home to the wealthy citizens of Overlook, specifically the dwarves. Since this district is cleaner, safer, and more exclusive than other parts of the city, great deal of resentment exists toward the folks of Stonehammer from those of lower means and status.

Buildings: Stonehammer is the most dwarven of districts, and its buildings are grand, sweeping, and magnificent to behold. Towers that thrust up from lower levels rival those found in High Hall in terms of height and grandeur. Since space is at a premium, the dwarves here have built upward. The wealthiest citizens live in the aeries, while servants, low-born dwarves, and all those who support the sumptuous lifestyles of the elite dwell in the “Dark”—the bowels of Stonehammer.

Streets: The towers feature wide, sturdy bridges of stone, each fitted with high railings to prevent accidents and equipped with everburning torches for safety. In the ’Dark, the roads are tight and twisting, threading around the towers’ bases, and plunged in nearly perpetual darkness.

People: Stonehammer is exclusively a dwarven district and nondwarves are not permitted to live here. Other races often work in the ’Dark, but even they must keep their residences outside the district. Folk here are wealthy and powerful, and they represent the best the city has to offer.

Sights: A knot of dwarf priests bestow blessings on a newly completed bridge, a palanquin borne by a dozen human thralls bears a dwarf lady to an upscale market, a pompous dwarf aristocrat waxes on about his successful ventures in Tradetown, and stern-faced guards armed with halberds block access into the innards of an impressive tower.

Smells: None; the air is clean, although a breeze might push the fetid odors from the rest of the city, but such occasions are rare and brief. In the “Dark”, dust, sweat, and wood smoke fill the air, tinged with a faint chemical smell.

Sounds: Deep, resonating laughter, the bass voice of a dwarf noble, the grunt of a thrall bearing the weight of his charge, the hiss of a spiretop drake, and the sounds of good living permeate the district.


“Have a care in Tradetown, son. You can go there with a full purse and come out with nothing more than a pail of beans.”

Tradetown is a melting pot of all races, cultures, and occupations. In many ways, Tradetown is a lot like the Blister, but it has been established for longer and it has a mix of fabulous wealth and appalling poverty. Tradetown, as one might expect, is a commercial and retail district, where merchants, tradesfolk, and prospectors come to do business. Most middle-tier business-inclined people have homes here and gather in coffee houses, upscale bars, and bathhouses to do business. In stark contrast to the bustling commerce, Tradetown is also home to a powerful thieving guild named the Lost Ones. A clandestine organization, they have agreements with nearly all the major enterprises here, offering protection (or rather exemption) from thievery and the promise to leave their customers alone.

Buildings: Tradetown is a hodgepodge of stone buildings (many of dwarven architecture), wooden structures, warehouses, shops, inns, taverns, and everything and anything a person might want in a city of this size.

Streets: Tradetown is every bit as cramped as the Blister and in some ways more so for the vendors and hawkers crowding the streets. Moving merchandise into Tradetown is a chore and often requires porters rather than wagons to transport anything of size. The roads are cobbled, but alleys and side-streets might be muddy and covered in rubbish.

People: Tradetown is home to a dizzying number of people, from elves and eladrin to lumbering half-orcs and goliaths. Humans and gnomes rub elbows in taverns, while dwarves of low character might engage in backroom deals with sinister tieflings.

Sights: Merchants line the roads, selling an assortment of goods that range from magic items, ritual ingredients, and curiosities, to common goods such as pots, pans, cutlery, trade goods, and everything in between. Shady men and women walk the streets, eyes in constant motion as they search for new marks, while grifters and charlatans peddle cure-alls or use trickery to part their customers from their coin. Urchins run through the alleys, leading visitors through the safer parts of Tradetown, while disguised halflings lead other visitors to the nastier corners, where the travelers can find beatings and robberies instead of their destinations.

Smells: An unsettling mixture of roasting meats, beer, ale, and spices blends with excrement, sweat, and the strange odors of illegal substances, wreathing the district in a perpetual haze.

Sounds: One can hear woman’s laughter, a dragonborn’s growl, an argument, a shout of “thief!,” children playing, a yelping dog, a persistent merchant’s pitch, and the whispered invitations from second-story rooms overlooking the narrow streets.


“You think Nine Bells is bad? Spend a night in Shantytown.”

Not a true district, Shantytown clings to the back of the city like festering boil. Shantytown is a wretched maze of tents, shacks, and rotting wooden buildings, and it is home to the poorest and most desperate of people that have nowhere else to go. Most of Shantytown’s people are refugees from other lands, victims of tragedy and circumstance, or exiles who keep a low profile so they can go about their wicked business without attracting attention. Thus, Shantytown’s people are beggars, destitute farmers, maimed adventurers, undead, necromancers, cultists, and worse, all thrown together in one of the most desperate spots in the region.

Buildings: Tents and lean-tos make up the majority of “buildings” in Shantytown, though some wooden structures rise up from the mess like islands in a sea of misery.

Streets: Little better than muddy paths wending through heaps of debris and filth, no one is sure if the mud is actually mud. . . .

People: People of all races and from all lands live here, though humans appear to be the most numerous. Most have hard luck stories, but a few live here by choice—for easy hunting or to escape notice. Sights: One can see a filthy child screaming in the middle of a street, a flock of chickens fleeing from a hungry cat, a brown-clad cultist with a rat skull on a thong around his neck, a shrine dedicated to a sinister god, and a bloated corpse ripening in the sun.

Smells: Filth, filth, and more filth—the stench of Shantytown is staggering.

Sounds: Within this area one can hear laughter and crying, moans and sighs, the squelch of footfalls, the grunt of pain, the short shriek of butchered animal, the howl of a dog in pain.


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