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 Dwarven 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.

Fallcrest is divided into two districts by a steep bluff that cuts across the town. The area north of the bluff is known locally as Upper City. This district survived the city’s fall in relatively good shape, and it was the first area resettled. To the south of the bluff lies Lower City, which tends to be newer and poorer. In the event of a serious threat, people retreat up to Upper City—the bluff and the town walls completely ring this part of Fallcrest, making it highly defensible.

Fallcrest’s Upper City is guarded on two sides by a wall (the river and the bluffs protect the other two sides). It consists of two parallel barriers of stone block with a few feet of fill between them, and stands about 20 feet tall. Every hundred yards or so, a small tower strengthens the wall. Two pairs of sentries (Fallcrest guards from the castle) walk the wall tops at night, but unless danger is imminent, the towers are left locked and aren’t manned. The gatehouses are permanently garrisoned.


310 years ago the Nerathan hero Aranda Markelhay founded a modest tower overlooking the Nentir Falls, where the present day Moonstone Keep sits. With the tower overlooking it, a meager settlement began to grow as settlers from Nerath ventured into the new Northeren Province. This settlement soon became known as Fallcrest. 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 the lower portion of Fallcrest and went on to wreak havoc all across the Nentir Vale, including the complete razing of Fastormel.

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.


  • 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, 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); Shrine to Corellon (Corellon).

Notable Citizens

Amara Azaer (Tiefling ) – Proprietor of House Azaer. Although young, she is quite sharp and doesn’t miss an opportunity for profit.

Armos Kamroth (Human) – A self-styled “lord’, Armos collects rents from scores of local farmers and herders living in the countryside and has also been known to make loans to local merchants and tradesmen. He only recently came to Fallcrest from the far away Hammerfast.

Barstomun Strongbeard (Dwarf) – A surly dwarf who runs the porter’s guild. Not looked too kindly on my most merchants in Fallcrest.

Donovan Stand (Human) – A mage of some standing, Donovan always fancied himself an archeologist more so than a high-and-mighty wizard. A recent search for a dragon burial ground landed him over is head during the group’s Winterhaven adventure. Back at home now at the White Lotus Academy, Donovan is more than happy to leave adventuring to the young folk.

Erandil Zamoar (Half-elf) – Proprietor of the Nentir Inn, Erandil is a charming newcomer to Fallcrest and built the Nentir Inn 2 years ago.

Grundelmar Gravelspit (Dwarf) – Priest of Pelor, head of House of the Sun Temple and recent transplant to Fallcrest from Hammerfast. Extremely zealous, loud and opinionated – goes on and on about smiting evil wherever it may lurk. Recently deceased, murdered by the heretic Nathanael Rosh.

High Priestess Dirina Mornbrow (Human) – Priestess of Erathis. A woman of sixty who is convinced of the superiority of Erathis’s dogma.

High Priest Ressilmae Starlight (Elf) – Priest of Sehanine. A wise and compassionate man of great musical skill. He can often be found tutoring the local children in all manner of subjects.

Kelson (Human) – Proprietor of Lucky Gnome Taphouse. An unsavory fellow who keeps even more unsavory company.

Kemara Brownbottle (Halfling) – Brewmaster of the Blue Moon Alehouse. The true (and recognized) genius behind the success of the Blue Moon Alehouse.

Lady Allande Markelhay (Human) – Lord Markelhay’s wife. A cool and reserved woman 10 years the junior of her husband. Rumored to be a student of the arcane arts.

Lannar Thistleton (Halfling) – Proprietor of Fallcrest Stables. A friendly fellow of about forty with a large family that lives int he countryside near his corral. Often a good source of local rumors and gossip.

Lord Warden Farren Markelhay (Human) – Lord Warden of Fallcrest. A balding, middle-aged man with a keen mind and a dry wit. He is a busy man and sees to local matters personally. He deputized the group upon their arrival; first to discover the murderer of Father Morton from the House of the Sun and then to weed out the death cult that they discovered.

Nimena Sandercot (Human) – Proprietor of Sandercot Provisioners. Recently widowed of the late an unlamented Marken Sandercot who was known to deal with bandits and in stolen goods. Rumors of Nimena continuing her husband’s shady dealing are abound.

High Septarch Nimozaran the Green (Human) – 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 White Lotus Academy.

Orest Naerumar (Tiefling) – Proprietor of Naerumar’s Imports. A man of impeccable manners and discretion. Has contacts far and wide.

Par Winnomer (Human) – Proprietor of the Blue Moon Alehouse. A nervous and easily flustered fellow of fifty or so.

Marquis Serim Selduzar (Tiefling) – This good humored and clever Tiefling is the third son of a southern noble in search of his own manor.

Selarund Halfmoon (Halfling) – Proprietor of the the Halfmoon Trading House. Member of a large, far-flung clan of traders. He is very friendly and is always dispensing a never-ending stream of advice.

Sergeant Gerdrand (Human) – Member of the Fallcrest Guard and Warden of the King’s Gate. A tall, lanky man who doesn’t say much.

Sergeant Murgeddin (Dwarf) – Member of the Fallcrest Guard and Warden of the Wizard’s Gate. A veteran of the Bloodspear War and the Battle of Gardbury. Likes his ale.

Sergeant Nereth (Human) – Member of the Fallcrest Guard and Warden of the Knight’s Gate. Nereth is a stiff-necked fussbudget and a stickler for rules. Perhaps the least liked man in the Fallcrest Militia.

Sergeant Thurmina (Halfling) – Member of the Fallcrest Guard and Warden of the Five-arch Bridge toll house. Thurmina is a gruff woman who has been known to turn a blind eye to odd cargo moving over the bridge when the price is right.

Teldorthan Ironhews (Dwarf) – Proprietor of Teldorthan’s Arms. A garrulous old fellow who spends his time trading stories with his customers with a pipe clenched in his teeth. A master armorer who produces exceptional work.

Wisara Osterman (Halfling) – Proprietor of the Silver Unicorn Inn. Has had several public disagreements with Erandil Zemoar after the opening of the Nentir Inn.


Chronicles of the Shadowfell insomn14