A History of Ustalav and its Peoples


Ardurras proved himself heir to the blood of heroes that day, cutting down orcs and returning corpses to Pharasma’s bosom by the score. It was recognition that finally halted his blade. Tyrus Ildimion had served in his guard for a season, a lad whose bravery marked him as noble even if his blood did not. Now the youth gaped at his side, eyes empty, hands outstretched as if pleading, the gushing wound of an orc hatchet cleaving his brow. As Ardurras met the former man’s blank stare, his blade faltered. Around the king, the battle turned, with every knight cut down adding to the invaders’ ranks. As swiftly chilling hands grasped for Ardurras’s flesh, so too did they clutch his heart, and the dead claimed their kingdom’s crown.

__—Ailson Kindler, “In the Council of Corpses”_

For thousands of years, the Immortal Principality of Ustalav has labored beneath the legacy of its dark past. Within the shelter of its mist-shrouded hills and decaying, decadent cities, things that have no right to live stalk the night, and superstitious residents lock their doors tight against the howls and scratchings that summon them forth. Vampires, werewolves, undead monstrosities, and stranger things make their homes here, and even those fools who ignore such threats tremble at the thought of the Whispering Tyrant, the nation’s former conqueror, who even now shifts restlessly beneath his prison-tower of Gallowspire. Though most of Ustalav’s citizens are ordinary men and women, canny urban merchants, or fallen nobles coasting on their last shreds of wealth and reputation, no one here dares peer too far into the shadows, for fear of what might be looking back.

An ancient land, Ustalav bears a history stretching back more than 2,000 years, an epic rife with tragedies and lost glories. What follows chronicles the greatest achievements, darkest deeds, and fearful mysteries that shaped Ustalav into the haunted nation it is today. While many of these dates and events provide context for elements presented in later chapters, some hold the seeds of adventures yet to be had and horrors still waiting to be unleashed.

The Kingdom of Ustalav and Before

2361 Soividia Ustav unites the Varisian wanderers north of Lake Encarthan, founding the country of Ustalav.

2397 Varisian settlers take up residence near the former Kellid holy site of Carrion Hill.

3203 The Whispering Tyrant returns to life and unites the ravenous orc tribes of Belkzen. The wizard Socorro leads an uprising in Carrion Hill, butchering thousands in the name of the Whispering Tyrant.

3204 Prince Ardurras II, son of King Ardurras Virholt, ventures forth to combat the risen lich and falls at the Tyrant’s hands. His undeaddestroying blade, Corpselight, is lost.

3205 Ustalav is besieged by the monstrous hordes of the Whispering Tyrant. Ustalav’s armies, supported by the church of Pharasma, launch a crusade against the lich. The Pharasmin bishop Prince Adamondais Virholt, bearing the holy mace Raven’s Head, leads the crusaders to Gallowspire. The holy warriors fall to the undead archmage’s magic. The bastard Prince Andriadus Virholt, young master of Virholt county, is royally acknowledged by the crown, but flees his responsibility to directly battle the Tyrant. Andriadus recruits lycanthropic Sczarni in a shadow war against the lich.

3206 The fractious counties of Ustalav fall to the Whispering Tyrant. King Ardurras, the Last King of Ustalav, is slain at the Battle of Dawnmarsh. The fallen king, reanimated as the grim jongleur called the Shrieking Sovereign, precedes the Tyrant’s legions into Ardis and hangs himself from the Palace Tower.

Rule of the Whispering Tyrant
3206–3800 Nearly 6 centuries of uncontested rule by the Whispering Tyrant.

3220 The vampire lord Malyas leads the purge known as the Blood Drought, slaughtering or exiling all vampires within Ustalav who refuse to pay allegiance to the Whispering Tyrant. A small cell of resisting vampires survives in the realm’s southern reaches.

3801 The Shining Crusade secures a beachhead in Ustalav at the modern-day community of Vauntil.

3827 The Whispering Tyrant is imprisoned in Gallowspire by the Shining Crusade. Ustalav is returned to its people.

The Immortal Principality of Ustalav

3832 Ilmhost Vheist initiates a countrywide census and search for surviving noble lines.

3833 Mother Kavapesta begins preaching upon the shores of Lake Divirmis, spreading a somber vision of Pharasma’s worship known as the Pharasmin Penitence.

3834 The census ends with the discovery of heirs to the Ordranti and Caliphvaso lines. Andredos Ordranti ascends as the first prince of the newly restored Immortal Principality of Ustalav.

3836 Sesasgia Caliphvaso refounds the city of Caliphas.

3859 Orcs begin regular raids on western Ustalav.

3866 Luvick Siervage, among the eldest of the nation’s vampires and an opponent to the Whispering Tyrant’s rule, relocates his vampiric minions to the ruins beneath the growing city of Caliphas.

3879 The priestess Kavapesta dies. Her followers begin construction of a cathedral, found the town of Kavapesta nearby, and rename Lake Divirmis in her honor.

3882 The Monastery of the Veil, a Pharasmin hermitage, is founded in Ulcazar.

3898 Lepidstadt is founded.

3988 Aldus Aldon Canter, future count of Vieland, returns from explorations in Osirion and deep Garund. Upon returning home, he begins lecturing on foreign philosophies and mystical paths to magical power. Within the year, Canter and his followers found the Esoteric Order of the Palatine Eye.

3999 A mob of angry citizens in Vieland disrupt a midnight orgiastic rite in the monolithic structure called the Spiral Cromlech just moments before the new year. Count Canter is revealed among the captured “witches” and forced to resign his title. His cousin Aubren Immarin becomes the new count.

4028 Aldus Canter is removed as head of the Esoteric Order of the Palatine Eye, allegedly due to ever-increasing erraticism and dementia. The Esoteric Order opens membership to any with the wealth to pay its yearly dues, attracting young nobles from across the country. Canter vanishes later that year.

4042 Count Andachi of Tamrivena, desperate in the face of mounting orc threats, entreats Zon-Kuthon for aid. The mercenary Kazavon arrives in response.

4043 General Kazavon drives the orcs from western Ustalav, but founds his own realm amid the conquered orc lands.

4051 Count Andachi leads an army against the despotic Kazavon. Andachi is defeated and murdered.

4063 Arcanists affiliated with the Palatine Eye aid the hero Mandraivus in besieging Scarwall. Kazavon falls. Mandraivus is slain by orcs.

4213 Castle Maiserene in Varno falls to a mysterious curse and is renamed Bastardhall.

4249 The disease known as the Bleak Breath sweeps Kavapesta, killing hundreds. Few flee the city, viewing the plague as a test from Pharasma.

4288 Numerous blatant vampire attacks in Caliphas lead to a widespread purge of the city’s undead. Hundreds of vampires are killed.

4313 A black coach from Bastardhall abducts villagers from the surrounding lands.

4399 The home of Aldus Alton Canter, Canter House, catches fire just moments before the beginning of the new year. The fire reveals a stories-tall monument of black stone hidden within.

4413 Again the black coach of Bastardhall raids nearby villages. Local heroes besiege the castle and succeed in burning it to the ground.

4422 Brothers Liron and Cadamon Treyes investigate and destroy the mound structure known as Kalexcourt in Vieland. They found the University of Lepidstadt to house their findings and pass on their research.

4513 Bastardhall reappears, fully reconstructed. The black coach claims nearly a dozen victims before disappearing.

4570 The Sincomakti School of Sciences is founded in Rozenport. The founding professors extol the dual virtues of broad education and guarded ignorance.

4588 The first victim of the notorious murderer “Dr. D” found bisected in Caliphas. Four more are found nearby, killed in similarly gruesome ways, within the following month.

4606 The Age of Lost Omens begins with Aroden’s death. The Worldwound opens in Sarkoris.

4611 The growing Worldwound forces hundreds of Sarkorians to flee their homes. Princess Maraet Ordranti denies her nation’s historic enemies sanctuary, leading to the slaughter of countless innocents along the country’s northern border. Fear of Sarkorians bearing demonic corruption leads the invasion to be called the Demonskin War.

4613 The black coach emerges from Bastardhall once more. Attempts to again burn the castle end in the slaughter of an entire peasant mob.

4638 The traveling circus Carnivale Cosmopolis arrives in Ardis and never leaves.

4662 Following chaos in the neighboring Arch- Duchy of Melcat, worship of the god Razmir is forbidden in Ustalav.

4665 Prince Valislav grants Aericnein Neska a term of provisional rule over Barstoi.

4669 Razmiri missionaries claim lands along the undefended southern border of Varno. Count Tiriac openly cedes hundreds of additional acres to the zealots. Disappearances and the discovery of bloodless corpses soon begin in these lands—decreasing elsewhere in Varno— deterring further immigration.

4670 Weakness and mismanagement lead to upheaval and bloodless rebellion in western Ustalav. The counties of Lozeri, Tamrivena, and Vieland abandon hereditary rule and adopt a cross-county parliamentary democracy, still loyal to the crown, known as the Palatinates.

4674 The Ustalavic capital is moved from Ardis to Caliphas. Prince Valislav Ordranti dies of a persistent but unnamed illness soon after.

4675 Prince Aduard III ascends the throne. Mircalla Caliphvaso, long-time consort of the fallen prince, gives birth to a child she claims to be Valislav’s son, naming him Reneis Ordranti. Mircalla disappears. Reneis is adopted by his aunt Countess Carmilla Caliphvaso.

4685 The heroes Duristan Barlhein and Ailson Kindler slay the vampire Galdyce in Amaans.

4687 Count Aericnein Neska of Barstoi accuses Count Olomon Venacdahlia of criminally squandering the country’s resources in the fallow yet potentially bountiful Furcina region of the Dragosvet Plains. Troops from Barstoi occupy eastern Ardeal, beginning the War Without Rivals. Appeals from Ardeal for justice and royal censure against Barstoi become mired in political squabbling.

4689 Taking matters into their own hands, Ardeal’s nobility, with support from residents of Varno, attack Barstoi soldiers. The invaders prove stubborn defenders and f ields transform into trenches.

4690 Dr. Henri Moritz, an outspoken champion of the people, is murdered by his secret creation, a monstrous amalgamation of corpses and monster parts given unnatural life. The terror goes on a rampage, killing numerous famed citizens and members of the ruling council in Lepidstadt. The monster comes to be known as the Beast of Lepidstadt.

4692 An attempt by Sisandra Livgrace, 16-year-old daughter of Count Birmienon Livgrace, to run away from her boarding at the Karcau Opera leads to her kidnapping by a shadowy abductor. Searchers find her unharmed amid the city’s labyrinthine sewers 3 months later.

4693 After years of protracted combat, Count Neska recalls his troops and cedes Furcina back to Ardeal, but not before burning and salting hundreds of square miles of farmland. The fire-scarred, trench-riddled land is renamed the Furrows.

4698 The first murder in Lozeri attributed to the monstrous wolf called the Devil in Gray occurs. 4701 The Chastel Massacre. The Devil in Gray rampages through Chastel, killing 19 before disappearing.

4702 The Six-Eye Stones, a collection of ancient Kellid ceremonial idols, are discovered near Kalexcourt but vanish en route to the Sincomakti School of Sciences.

4705 Over a span of 3 months, 13 people are killed in and around Lepidstadt in what are remembered as the Lampblack Murders. The Beast of Lepidstadt is blamed.

4706 Count Muralt dies of old age, leaving his title and holdings to his adopted son Conwrest.

4711 Current year

The Flag

The ancient emblem of the Kingdom of Ustalav, the Nation That Was, bears crimson stars surrounding a tower at night, black antlers rising from it. In the golden years after Soividia Ustav founded his nation, the seal symbolized all the realm was and would be. The Palace Tower rose from the heart of the capitol at Ardis, its lit spire window representing the sleepless vigilance of Ustalav’s kings. For each of the realm’s 16 original noble families—and later, 16 counties—a single star shone with the blood spilled by these heroic lords. The Horns of the King stem from the antlers crowning the first king’s battle helm, and even the colors—midnight and royal purple— originated on Soividia’s battle standard.

Yet as meaningful as the realm’s emblem once was, no symbol could better represent the wounds suffered by the ancient kingdom. Of the grand noble families, all but two lie dead. The Palace Tower stands in disuse amid a rotting city, and the Ustav line is ended. All across Ustalav, reminders of the nation’s shameful conquest by the archlich Tar-Baphon still linger, the unquiet shuddering of a past that refuses to keep to its grave.

The Lands of Ustalav

Only his scream echoed back at him, as if the full moon’s light had transformed the once-vast forest into a narrowing prison of iron shafts and tearing hooks. Something in his mind, infuriated by his disobedient body, struggled to be obeyed, grasping for reason, strategy, or the tells of a dream, or merely to hear over the deafening tattoo of his rioting blood. Behind him chased the end of the world, utterly silent as it consumed his steps and the trail of his fear. Only too late did all the whimpering tales of the devouring dark seem sage and sane, a realization that burst upon his mind in a rush of horrible reality, shattering the bulwark of callowness he’d long mistook for bravery.

—Ailson Kindler, “Hunter’s Moon”
Three distinct regions comprise the country of Ustalav:
Soivoda, the Palatinates, and Virlych.

The largest of these realms, Soivoda, includes the nine counties of Ustalav: Amaans, Ardeal, Barstoi, Caliphas, Odranto, Sinaria, Ulcazar, Varno, and Versex. Forming the central and easternmost parts of the country, these lands are each ruled over by a noble family bearing the hereditary title of count. The count of each realm holds the power to govern as he sees fit, with all lesser noble houses and peasants owing fealty to that lord, second only to the nation’s prince. Largely independent, the counties harbor generations-old bitterness and rivalries that often lead to bickering or, in the most extreme cases, armed disputes, such as the War without Rivals between Barstoi and Ardeal that led to the creation of the cinder-covered wasteland known as the Furrows. While the prince holds considerable power to effect change and administer laws across the country, the counts’ wealth, inf luence, and pride makes forcing them to acquiesce to agendas they don’t favor—but will ultimately be relied upon to enforce—a fruitless effort. Thus, each county stands as a state unto itself, defending its people and maintaining a culture wholly reliant upon the county’s traditions and the will of its single unshakable ruler.

The northwestern third of Ustalav holds the lands calling themselves the Palatinates: Canterwall, Lozeri, and Vieland. Nearly 40 years ago, dissatisfaction with the weak rulers of these counties led their people to rise in brief, consecutive, and largely bloodless revolts, putting an end to the hereditary rulership of these lands. Replacing their lords, the new palatinates each organized a unique ruling council with the same mantle of responsibilities as a count. What the people of the Palatinates gain in rulers mostly divested of dusty enmities and f lagrantly self-serving agendas, they’ve lost in decisive action and efficacy in affecting national changes, with the dismissive nobles of the court taking umbrage at the intrusion of the oft-changing commoner representatives.

Virlych owes fealty to no lord, save the dreaded memory of the Whispering Tyrant, the arch-lich locked away beneath this accursed expanse. Tainted by foul magic and the curse of undeath, Virlych possesses no government, and only outcasts, sentinels from nearby Lastwall, and servants of the fallen lich dare the broken land and its haunted ruins.

Three other counties also once existed within Ustalav’s borders. The county of Janoyt once stretched along the eastern banks of Avalon Bay, along with the southern reaches of Varno. After the country’s refounding, these sparsely populated lands lay primarily under the control of the Arch-Duchy of Melcat, to which Ustalav’s new government peaceably ceded control. After Melcat’s transformation into the fanatical theocracy of Razmirian, continued incursion upon Ustalavic lands met subtle but fearsome resistance from Varno. The realms of Grodlych and Virholt were also destroyed during the reign of the Whispering Tyrant, their lands now under the control of the neighboring country of Lastwall or merged in their shared ruin as the no man’s land


Shadows over Ustalav Skade