Mycelium Madness

Mycelium
Madness
An Adventure of Magic, Mystery, and Mushrooms
Josiah Rise
Mycelium
Madness
Written by:
Josiah Rise
With Art by:
Jonathan Amo & Max Bode
For Abby, of course.
Introduction 2
Chapter 1: Introduction 3
Chapter 2: Into the Wilds 9

The Fungal Wilds 12
Chapter 3: Welcome to Shroomsville 17

Part 1: People of Shroomsville 18
Part 2: Shroomsville Locations 30
Chapter 4: What lies Below 38

The Rift 42
Chapter 5: In the End 48
Appendices 52
Appendix A: Creature Stat Blocks 52
Appendix B: Magic Items 75
3 Introduction
Chapter 1
Introduction
Mycelium Madness is an adventure for the 5th edition of the world’s
most popular roleplaying game. Sentient mushroom monstrosities,
roving clouds of hallucinogenic spores, a corrupted dragon, and
much more await within these pages. Take players on a mind-
bending journey full of danger and mystery. Can they survive the
spore-infested, alien landscape of the Fungal wastes? Can they
uncover the secrets of a twisted town, where no one is as they seem?
Will they push back the spreading other-worldly corruption, or will
they succumb to it? The only way to find out is to play.
Welcome to Mycelium Madness.
What is Mycelium?
When you see a mushroom, you are really only seeing part of the
whole organism. The rest of it exists underground as part of a
massive network of thin fungal threads. These networks are called
mycelium. Mycelium serves many functions essential to life, from
transporting nutrients to recycling dead bio-matter, and it even acts
as a sort of internet for plants to communicate with each other. If
you’d like to learn more about the strange world of fungi, see
Appendix E: Other Resources.
What is a roleplaying game?

A roleplaying game is one where players work together to create an
improvised story.
Most players will create characters that they embody over the course
of the story. Each player character, or “PC”, has different strengths,
weaknesses, abilities, personality traits, and goals. Each player
controls their own PC. The player characters are all on the same team
and are referred to collectively as “the party”. One player, however,
does not create a PC. This player serves as the “DM”, and has the
honor and responsibility of guiding the party through the adventure.
The DM embodies all of the monsters and non-player characters,
called “NPCs”. The DM also describes the environments the PCs find
themselves in and narrates the consequences of the PCs' actions. In
this way, players work collaboratively to create an exciting
improvised experience.
Remember, everyone is here to have fun. It is the responsibility of

everyone at the table to ensure their fellow players feel safe. If a topic
or situation arises that is uncomfortable for someone, the DM should
simply rewind the story and resume it in a different direction.
5 Introduction
What do I need to play?
To play Mycelium Madness, you will need the following:
▪ A copy of this book (Good Job!)
▪ The DnD Basic Rules, which are available for free online
▪ DnD Character Sheets, which are available for free online
▪ A set of dice or a dice-rolling app with a 20-sided, 12-sided,

10-sided, 8-sided, 6-sided, and 4-sided die
▪ A handful of adventurous friends (2-4 works best)
How do I use this book?

This book details an adventure for your party to play through. It is
intended for the DM, so other players should not read further.
This adventure was written with PCs of around 6th level in mind. For
suggestions on adapting the adventure to a party of higher or lower
level, see page 8.
When the PCs confront a monster or NPC, you may need more
information about that creature’s ability scores, attacks, and
defenses. This information is contained in the creature’s stat block.
Stat blocks for NPCs can be found in appendix A. The text will specify
if a monster’s stat block is to be found in Appendix A. If the text does
not specify that a monster’s stat block is in Appendix A, then its stat
block can be found in the DnD Basic Rules.
The names of spells are italicized. Information about each spell can be
found in the DnD basic rules.
The text will sometimes prompt a roll of the dice. The notation for
these die rolls is xdy, where x is the number of dice to roll and y is the
number of sides on the die. For example, if the text states “a PC takes
2d8 slashing damage,” this means that the DM rolls an 8-sided die
two times, and the total is the amount of damage dealt.
Text that appears in a box like this is meant to be read aloud to the
players.
Introduction 6
Background
Hundreds of years ago the great dragon Zandreth was considered a
protector of these lands. One day during his travels he sensed a dark,
otherworldly presence and investigated its source deep
underground. What he found was a rift — a tear in the veil that
separates the planes of existence. The Rift was small and unstable,
but Zandreth was overcome by curiosity. He peered through the Rift,
and began to dream. On one side of the Rift was the Material Plane,
and on the other a realm of rot, fungus, and decay. He has been lying
there, dreaming, for nearly 300 years. Over that time, his mind and
body have been corrupted by the spores and whispers that seep
through the Rift.
Shortly thereafter, the small farming town of Shroomsville was

founded. Unknowingly situated just above the Rift, the fledgling
town was just getting on its feet when the Rift’s presence began to be
felt. As the Rift grows, so too does its effect on the people of
Shroomsville. Some see visions from the dragon Zandreth and his
malevolent new masters. Reven Ulara, a gifted magic user, has
become devoted to their alien influence. Ulara has since garnered a
cult following, and they have been restlessly digging towards
Zandreth and the Rift in the hopes of aiding in its completion.
Zandreth’s mind now lies in tatters, a slave to whatever strange forces

exist beyond the Rift. The Rift continues to swell, and Zandreth
continues to wait for his alien masters to arrive and spread their
otherworldly spores. Deep down though, a sliver of Zandreth’s
consciousness remains intact. A group of brave and inspiring
adventurers might just be able to save him, and maybe even the
world.
7 Introduction
Adventure Overview
If the adventurers are to confront Zandreth and save Shroomsville,
they will first need to travel through the Fungal Wilds: an overgrown,
mutated landscape that surrounds the town. Once there, they will
have to investigate Shroomsville and its inhabitants. There are allies
and enemies to be made in Shroomsville, and no shortage of secrets
to uncover. The party will learn of Zandreth, who lies deep
underground at the source of Shroomsville’s corruption. Finally, they
will need to embark on a journey into the cavernous depths below.
When they find the Rift, Zandreth will be waiting.
Adventure Hooks
At the start of the adventure, the PCs have been hired to investigate
and put a stop to the strange happenings in Shroomsville. Some of
them may also have a more personal stake in the proceedings. Here
are some possibilities:
1. You were once a resident of Shroomsville, or so the doctors say.

You can’t remember anything, not even your name. You know
there was a reason you left your home, but you left something or
someone behind. Who were you? What part of yourself are you
still missing? Yours is a quest for answers.
2. The world may have forgotten the name Zandreth, but your
family has not. Generations ago, the dragon brought your
ancestors to ruin. Now you have heard rumors that his name is
being uttered once more. If the dragon really has returned, then
you must be the one to find him; yours is a quest for revenge.
3. Years ago, a hag put a curse on you and your family. You left your
family and home behind, and vowed not to return until you
found the hag and broke her curse. After all this time, you’ve
finally tracked her to the quaint little farming town of
Shroomsville. Yours is a quest to free the ones you love.
Introduction 8
Scaling the Adventure
Mycelium Madness was written to be challenging for a party of level
6 adventurers. Here are some tips for running the adventure at
higher or lower level.
The most effective way to control the difficulty of the adventure is in

how you play the monsters and NPCs. Give lower level parties plenty
of time to prepare for encounters and plenty of information
regarding the monsters’ strengths and weaknesses. Higher level
parties, on the other hand, should never be allowed a fair fight. Have
threats take them by surprise, and have monsters that force saving
throws target PCs with the lowest associated saving throw.
NPCs can aid lower level parties with information, healing, or joining
the party in combat. Higher level parties will find capable enemies as
well as friends. The prophet and the mayors proxy (see Chapter 2) in
particular will be keeping a close eye on them. Feel free to give them
access to whatever high level spells they may need in order to throw
a wrench into the adventurers’ plans. You can also consider:
• Reducing or increasing the number of monsters present in a

given encounter.
• Increasing or decreasing the proficiency bonus for monsters. This

will affect their damage output and save DC’s. Change the monster’s
AC by the same amount.
• Adding legendary resistances to boss monsters, or removing lair

actions and/or legendary actions from monsters that have them.
Further Reading
Schwartzberg, Louie, director. Fantastic Fungi. Moving Art, 2019.
Stamets, Paul. Mycelium Running: How Mushrooms Can Help Save the
World. Ten Speed Press, 2005.
Sheldrake, Merlin. Entangled Life: How Fungi Make Our Worlds, Change
Our Minds & Shape Our Futures. Random House, 2021.
VanderMeer, Jeff. Ambergris: City of Saints and Madmen; Shriek - an

Afterword; Finch. MCD/Farrar, Straus and Giroux, 2020.
Garland, Alex, director. Annihilation. Paramount Pictures, 2018.
9 Introduction
Chapter 2
Into the Wilds
The characters have been hired to travel to Shroomsville and
investigate the many strange happenings there. Read aloud or give
the players the following letter, which details the mission.
The farming town of Shroomsville has always been a little… off.

Strange traditions, some strange people, and an almost obsessive
fondness for the local brew. About a year ago though, the people of
the town stopped tending their fields and instead focused their
energy on mining out the caverns beneath them. No one knows
what they were looking for, just that they left their crops to rot and
started digging.
Now this is all well and good, I mean, every small town has its
secrets, but something’s changed. A few months back, we started
hearing some… unsettling rumors. I sent some of my people to go
check things out. Only one came back. He’s been despondent, with
little memory of what he saw or where he went. We’ve managed to
pull out a small handful of details, none of them promising; mass
hallucinations, human sacrifices, and a name: Zandreth.
This is a problem, but there’s something else. A strange mist has

appeared above the town and its surrounding lands. The landscape
has been warped and twisted. The creatures that now stalk it are
mutated beyond recognition. You’ll have to navigate these Fungal
Wilds in order to reach Shroomsville.
I want you to figure out what the hell’s going on in that town, and I
want it taken care of. If you can get it done you can name your price.
- Lawmaster O’Rourke
11 Into the Wilds

The Lawmaster
The lawmaster will offer what assistance he can. He urges the party
to stock up before leaving, and can provide them with any
adventuring supplies they might need. The party can purchase
healing potions from him for a reasonable price. He can also provide
maps of the area, but makes the disclaimer that they may no longer
be accurate. He will take the party to see his returned agent, if they
wish.
The Agent
The agent is a young man with short cropped hair and a glazed over
expression. There are thin strands of a fine, wispy substance
extruding from his skin, and tiny grayish-blue mushrooms sprout
from his gums and between his teeth. If questioned, the agent
repeats the following cryptic phrases:
▪ “It is not him. He serves a higher master. She speaks to him

through a crack in the world,a tear in the ground.”
▪ “The sun, he fears the sun. He has been many years without it… the
sun will cleanse him. The sun will set him free.”
▪ “I spoke to it, to all of it. Billions of voices,and they were each my

own. I was whole. For one terrifying moment I was made whole. I
should never have left.”
Into the Wilds 12

The Fungal Wilds
The Mist is a massive cloud of spores that hangs over the town and
stretches for miles in all directions. The low visibility makes
navigating difficult, and avoiding inhaling the spores is impossible
for any creature that breathes. Plants and animals caught in the Mist
morph and change. Masses of fungi grow into huge, complex
structures that shift and rearrange themselves overnight. This alien
landscape is known as the Fungal Wilds.
A thick mist hangs low over the land, blocking out most of the sun.
What little light filters through takes on a dull orangish brown color.
The smell here is thick and earthy and alive. Millions of tiny spores
hang suspended in the air, unmoving except for the disturbance of
your breath, and they cling to you like static as you move through
them. Despite your best efforts, you can feel the gritty spores
sticking in your nostrils and the inside of your mouth. Massive
mushroom stalks loom overhead. If you look closely, you can watch
them growing before your eyes. The ground is coated in a multi-
colored mosaic of mushrooms in all shapes and sizes.
Foraging
The fungi of the Wilds are incredibly diverse. Several mushroom
varieties posses magical or medicinal properties, and many are just
plain delicious.
Foraging for mushrooms requires 4 hours and a Wisdom (Survival)

check. Use the following table to determine the number of
mushrooms found. For each mushroom found, roll 1d4 to see what
type of mushroom it is. Fungi can be identified by the Spore Sage (see
page 28) or with a successful DC 15 Nature check.
# of Mushroom
Survival Check Mushrooms 1d4 Type
11+ 1 1 Edible
14+ 1d2 2 Medicinal
17+ 1d4 3 Toxic
20+ 1d6 4 Special
13 Into the Wilds

Fungal Wilds Phenomena
Fairy Circles
A perfectly symmetrical ring of mushrooms is a strange sight in the
middle of the fungus-infested Wilds. Fairy circles indicate an area of
peaceful tranquility amidst a jungle of chaos. Resting in a fairy circle
is safe and comfortable, so long as the fairies within (2d6 sprites) are
suitably compensated.
Each fairy circle contains a 10-foot-radius immobile dome of force,

akin to that created by the tiny hut spell. Creatures and objects of the
fairies’ choice can move through it freely. All other creatures and
objects are barred from passing through it. Spells and other magical
effects can’t extend through the dome or be cast through it. The
atmosphere inside the space is comfortable and dry, regardless of the
weather outside. The dome is transparent and creatures and objects
within it are invisible from the outside (including the fairies
themselves).
Creatures may only enter a fairy circle if the fairies in residence allow
them to. Roll for, or choose, an option from the following table to
determine the fairies’ price.
Fairy Demands (d6)
1. A luxurious feast. 5. Blood, and a lot of it (1 level

of exhaustion for any
2. Gems. The rarer the better. creature that volunteers
their own).
3. A beautiful serenade (DC 15
Performance check). 6. Trinkets and baubles,
preferably ones with
4. A dangerous secret. sentimental value.
Into the Wilds 14

Spore Storms
A kaleidoscopic light show erupts from the spore clouds above.
Thunder claps ricochet across the landscape as blinding flashes of
lightning strike all around.
Within the Mist, friction between water droplets, dust, and floating
spores can create static buildup and break out into violent lightning
storms. Visibility is severely reduced in a spore storm, and finding a
way out requires a Survival check, which is made with disadvantage.
The result determines how long it takes to escape the storm.
Survival Check Time

20+ minutes
15 - 19 1 hour
10 - 14 2 hours
9- 3 hours
Every hour the party spends in the storm, lightning strikes the party’s
location. 1d4 party members must make a DC 14 Dexterity saving
throw, taking 3d10 lightning damage on a failed save and half as
much on a success.
15 Into the Wilds

Fungal Faults
Boulders tumble and the ground churns as dozens of thick fungal
stalks writhe beneath the surface. Humongous mushroom caps plow
their way through the soil and erupt from the ground. Creatures in
the area risk getting buried during the violent upheaval. Creatures
within 500 feet of a fungal fault must roll initiative. The fungal fault
starts with a radius of 50 feet. The ground within this radius is
considered difficult terrain. On initiative counts 20 and 10 of each
round the fault’s radius increases by 10 feet and the fault takes one of
the following actions. The fault cannot use the same action twice in a
row.
▪ Tremor Each creature within the fault must succeed on a DC

15 Dexterity saving throw or be knocked prone.
▪ Collapse All creatures within 10 feet of a point within the

fault must succeed on a DC 13 Dexterity saving throw or be
caught in a roiling mass of dirt and dragged underground.
The creature is restrained and unable to breathe. A
successful DC 15 Strength check allows the creature to break
the restraint and dig free.
▪ Churn Each creature within the fault’s radius is moved 10

feet in a random direction. Creatures that are currently
underground take 13 (2d12) bludgeoning damage.
The fungal fault lasts for 1d6 + 4 rounds.
Into the Wilds 16

Fungal Wilds Encounters - Traveling
The town of Shroomsville can be reached in as little as 3 days of travel,
but that doesn’t mean the path will be easy. The Fungal Wilds are
dense with danger. Roll on the following table any time the party
spends an extended period of time on the move.
Fungal Wilds Encounters (d10)

1. A trailing party member 6. The party finds a fairy circle
steps too close to a waiting (see page 13).
chomper (Appendix A).
There are 2d4 more of the 7. The party comes across a
creatures hiding just ghost town that is grown
underground. over with fungi. A
Mushroom Helm (see
2. A fungus-covered Appendix B) can be found
shambling mound begins here, along with 1d10 x 10
stalking the party, waiting silver pieces and 2d8 fun-
for an opportunity to ghouls (Appendix A).
attack.
8. The party comes across
3. A spore storm (see page 14) Hypha, the mushroom
forms in the party’s path. merchant. She was
They will have to go exploring the area around
around, adding a day of Shroomsville and lost her
travel, or push through. way. She will be happy to
accompany the party back
4. The party passes through a to town, and having her in
cloud of soporific spores. the party confers
Each creature must advantage to Survival
succeed on a DC 16 checks made to navigate
Constitution saving throw the fungal wastes. See page
or fall unconscious for 2d6 20 for more about Hypha.
hours.
9. The party comes across a
5. The party passes through a tribe of sporelings
cloud of hallucinogenic (Appendix A).
spores and must each
make a DC 14 Wisdom 10. A fungal forger (Appendix
saving throw. On a failure, a A) has begun to integrate
creature is affected by the itself into the party.
confusion spell.
17 Into the Wilds

Fungal Wilds Encounters - Resting
Resting in the Wilds is always a risk. The landscape is constantly
warping, and few, if any, of the strange and dangerous creatures
actually sleep. Any time the party stays in one place for an extended
period of time, roll on the following table.
Fungal Wilds Encounters (d10)

1. Vivid nightmares and 7. A cordyceps crawler
terrible screams. Upon (Appendix A)latches on to a
waking PCs must succeed random PC. Their sleep is
on a DC 14 Wisdom saving filled with euphoric
throw or gain a level of dreams.
exhaustion.
8. A sudden spore storm
2. The party experiences a whips to life, surrounding
rare night of peace and the party and closing in
quiet. (see page 14).
3. 2d6 fun-ghouls (Appendix 9. A dream shaper (Appendix

A) stumble into the party’s A) attempts to take over
camp. the party whilst they sleep.
4. Soothing dreams and deep 10. A fungal fault opens

rest. PCs recover all missing beneath the party. (see
hit points and remove 1 page 15)
additional level of
exhaustion, if any.
5. The party witnesses the

Sporeora Borealis; a
beautiful swirling miasma
of bioluminescent spores.
A character who watches
the phenomenon gains a
d10 inspiration die.
6. 1d6 glowing will-o’-wisps

bob in the distance, their
hazy lantern light inviting
weary travelers to come
closer.
Chapter 3
Welcome to
Shroomsville
When the PCs reach Shroomsville, they will find themselves in a
rather rundown little farming town. The buildings are moldy and
dilapidated. Strangely, the Mist is less oppressive here, like the eye of
a storm, and patches of open sky can be seen above.
The muddy streets seem to squirm beneath your feet. Have you
been here before? You hear a voice calling out to you. You turn to
look, but there’s no one there. Sometimes, you’ll take a few steps
only to realize you haven’t moved. You feel softer, lighter. There is
something strange going on with this place. There is something
strange going on with you.
Part 1: People of Shroomsville

The people of Shroomsville are friendly but distant. No one seems to
be working, and no one seems to be in any sort of hurry. There are no
children. The townspeople will be glad to try to answer the party’s
questions, but any answers they give are scattered and vague. Below
is some information that can be gained by observing or talking with
the residents of Shroomsville.
▪ The previous mayor has fallen deathly ill, and has appointed
3 mayors proxy in her place. No one can remember how long
the mayor has been sick, what she looks like, or what her
name is.
▪ Every single resident will swear by the local brew, known as

Rootwater. It is made by Oshanga at the brewery. Rootwater
imparts a feeling of calming openness, a connection to some
universal energy, and vivid sensory hallucinations.
▪ The people of the town don’t tend the fields anymore

because they don’t need to. They subsist on the hearty
mushrooms harvested from the caverns below.
▪ The mine provides a steady source of food, but the deeper

levels have proven dangerous. The mayors proxy have
forbidden any further excavation, much to the dismay of the
church.
People of Shroomsville 20
Hypha, the Mushroom Merchant
Medium humanoid (elf), neutral good, she/her
This sleepy looking elf peers at you from behind a large veil that
shrouds most of her body. She has a warm smile and dark,
melancholy eyes. A small garden of fungus grows atop her giant
mushroom cap, and fuzzy bits of lichen poke out from beneath the
bandages wrapped around her wrists and forearms.
Hypha fancies herself a mycologist, and spends most of her time

collecting and studying the huge variety of fungal growth that now
permeates the area. Hypha can most often be found either tending to
several of Shroomsville’s elderly residents or journeying alone into
the Wilds. She stays stocked up with helpful goods available for
trade. Among her wares is the Amulet of Spore-Speaking (Appendix
B).
Traits I’m smart, although I Flaws No matter how hard I try

think it causes me more harm to be rid of the person I was
than good sometimes. This before—to lose myself in the
place has changed me, and just spores and discard those parts
as well. I’ve tried to embrace of me that I despise the most—I
this change, to throw myself in can never seem to escape
to it, so that it might turn me myself. Perhaps this is just who
into something new. I am.
Bonds I’m well-liked by the Goal To try and drown out my

people of Shroomsville, though thoughts in this spore-filled
I often prefer to be alone. miasma of thought and
sensation; To be at peace with
my own self.
Hypha’s Wares
Cost Item Cost Item
3 sp Mushroom Rations (1 day) 8 gp Healer’s Kit
12 gp Magic Mushrooms 40 gp Antitoxin (vial)
15 gp Medicinal Mushroom 8 sp Herbalism Kit
10 gp Toxic Mushroom 2 gp Mushroom Stone
5 sp Mushroom Wine 150 gp Amulet of Spore-Speaking
21 People of Shroomsville
Oshanga, the Brewer
Medium humanoid (dragonborn), chaotic good, she/her
Oshanga is a very large Dragonborn with jet-black scales. Rows of

wide shelf mushrooms start at her right elbow, and grow up the side
of her face and neck. She is constantly working, but carries a
lackadaisical air. Large slashes crisscross her back and chest from old
battles. At each scar, small purple mushrooms push through the
gaps in chipped or missing scales. She wears a locket with an image
of a young dragonborn with a striking resemblance to her.
Oshanga runs the tavern and brewery in Shroomsville. She was once
a great warrior, feared and respected in equal measure. She is content
with the strange new life she has, but there is something missing
from her life that gnaws at her. She tries to take solace in the large
quantities of Rootwater that she consumes, but the feeling still keeps
her awake at night.
Oshanga can be found at the tavern.
Traits My day to day life isn’t Flaws I have noticed that the
that interesting, but I don’t town is changing and that
mind. I’ve had enough near things aren’t as they seem, but
death experiences to not sweat I’ve let myself become
the small stuff. complacent.
Bonds This town accepted me Goal To remember who I am: a

when many others did not. I am warrior and a mother.
loyal to the people of this town.
Quest Oshanga’s daughter Enkish, along with the rest of the children
of Shroomsville, was stolen away by the mayors proxy. Oshanga
knows that she has lost something, but she cannot recall her
daughter’s existence. Oshanga wears a locket with Enkish’s portrait,
but she has rationalized that it must be a portrait of her mother at a
young age.
Aid If the party reunites Oshanga with her daughter, she will break
free from her spore-induced haze. As thanks, she will grant the
Spword, detailed in Appendix C, and join the party in their mission.
Reven Ulara, the Prophet
Medium humanoid (half-elf), lawful neutral, he/him or
they/them
This stocky half elf wears faded and torn robes under a long dark
cloak. One eye is wrapped in bloody gauze, and the other darts
around in furtive glances. Underneath the gauze, dozens of tiny
mushrooms are growing from an infected wound. Despite their
cagey demeanor, they speak with a confidence and intensity that
can silence a room.
Reven Ulara is capable and intelligent, but thinks through the lens of
a crazed zealot. They speak of Zandreth the Enlightened, whose
mind ascended when his body fell into the caverns below. They
believe that by aiding Zandreth, they too, may become enlightened,
and that Zandreth’s masters will look kindly on Reven when they
arrive through the Rift. See the section on the cult.
Reven can be found at the church.
Traits I do not stop until I get Flaws I alone am destined for

what I want. I never share greatness, and I will do
information unless I feel it whatever it takes to achieve that
would benefit me. greatness. I believe the ends
justify the means.
Bonds This town is full of sheep Goal To find Zandreth, open the
just waiting to be slaughtered. Rift, and claim my destiny.
They don’t see the things I see.
I’m the only one who can save
them now.
Quest Reven wants to know who the mayors proxy really are, and
what their motives are. If the party helps expose the mayors proxy,
Reven will take up leadership of the town.
Aid If the party proves themselves, Reven will invite them to

participate in one of their rituals (see page 36). Reven will join the
party if they seem to share similar goals.
Character
The MayorsName
Proxy
Medium fey, neutral evil
Details
Three figures stand before you; a dwarf, an elf, and a human of
ambiguous age. There’s something about these three that catches
your attention, which is strange because, by your eye, these are the
most “normal” people you’ve met in this town. There is no mold
growing from their skin, no mushrooms sprouting from underneath
their fingernails. Their eyes lack the distant, glazed-over quality
shared by the other townspeople and they do not laugh softly to
themselves or recite poetry into the sky. These people exude an air of
mundanity that makes them seem out of place.
Magnolia Saltheart, Vivian Duskwallow, and Blanch Rothide are a

trio of Green Hags that have moved into Shroomsville so that they
can exploit the townspeople’s degenerating lucidity. They have
disguised themselves as residents of the town using their /illusory
appearance/ feature. Posing as proxies for the ailing mayor, they lull
the people into complacency as they feast on their dreams, their
nightmares, and their children. They are holding the children of the
town captive in the basement of the Town Hall.
Traits We are crafty, and do not Flaws We do not trust each

mind waiting to get what we other, and each of us rather
want. despises the other two. If we
were to turn on each other, our
Bonds We believe the power we coven would be broken.
possess gives us the right to
exploit those weaker than us. Goal To establish our lair in the
The three of us are not friends, heart of Shroomsville and use
and we put up with each other the unwilling residents as our
only insofar as it serves our minions.
goals.
Quest Reven, the cult leader, has proven to be too ambitious. The
mayors proxy want that to stop, and will enlist the party to destroy
the Oracle that the cultists worship in their rituals.
Aid If the party succeeds in destroying the Oracle, the hags will then
turn against them, framing the party as a common enemy for the rest
of the town to rally against. Exposing the hags is the only way to
restore the party’s good standing.
Kafum, the Spore Sage
Medium humanoid (dwarf), true neutral, they/them
This old duergar is thin and lithe. Their mottled grey skin is coated in
layers of fungus, moss, and streaks of dried mud. Their dark eyes
have a hazy quality that belies Kafum’s keen and observant nature.
Kafum can share their wisdom on the power of the spores. They are in
possession of a variety of interesting potions and posses an extensive
knowledge of fungi. They have the most objective information about
the cult leader’s motivations and the true nature of the mayors proxy,
but can only share this information through vague riddles and drug-
induced visions. Kafum can be found in the Spore Sage’s grotto. They
will attempt to draw the party to them with whispers and visions.
Traits So many people blind Flaws There are sinister forces

themselves with their own at work here in Shroomsville,
frame of reference, but not me. but I believe that I am hopeless
An open mind is the key to to stop them.
understanding one’s place in
the world.
Bonds This place has changed Goal Every creature, every

me. The spores connect us all. particle in the universe can
Perhaps there is no such thing teach us something; I have
as an individual. Perhaps we are made it my goal to listen.
all part of a singular, massive
organism.
Aid Kafum can be convinced to join the party in their mission. They
have no need for gold or treasures, but a PC may be able to inspire
them to action with a message they resonate with.
Part 2: Shroomsville Locations
A1: The Brewery

The ground floor serves as a tavern, with a handful of tables and
chairs strewn about. The roof has collapsed, and the wooden beams
and rubble have been unceremoniously pushed into the corners of
the room. The rotting wooden bar is overgrown with mushrooms and
furry mycelium. Oshanga the Brewer can be found carrying up heavy
kegs of Rootwater from downstairs. Residents help themselves to the
tapped kegs, with many bringing their own tankards and canteens.
Oshanga does not ask for payment, nor does she particularly want it.
In the basement is a large pit 30 feet in diameter and just as deep.

Tendrils of fungus and mold ooze out of the pit and up the walls, and
the pit itself is filled with a murky liquid. The liquid gently bubbles
and froths, and its surface is cluttered with floating toadstools. Along
the walls are barrels of Rootwater in various stages of fermentation.
31 Places of Shroomsville
Places of Shroomsville 32
A2: The Mine Entrance
The mined out entrance to the caverns is little more than a large pit in
the middle of the street. It seems to be dug haphazardly, with more
enthusiasm than expertise. A plethora of mushrooms are growing up
from the caves below. Characters descending into the pit will find
themselves in the Shroomsville Caverns (see page 40).
A3: The Town Hall

The town hall is a blocky two story building at the center of town. The
ground floor is mostly empty, featuring a few overturned chairs and
benches. The mayors proxy can usually be found at a large desk on
the back wall. Behind the desk is a door leading to the mayor’s office.
There is also a staircase, which leads down to the basement below
and up to the mayor’s home on the second floor. Both are off limits to
residents.
The door to the mayor’s home is locked. The key can be found in the
mayor’s office. Inside is an explosion of fungal growth emanating
from the mayor’s decomposing body in the bedroom. The Mantle of
Mycelium, detailed in Appendix B, may be removed from her corpse.
A DC 12 Investigation check will reveal the mayor’s journal under the
bed. It documents some of the mayor’s strange visions that drew her
towards an otherworldly presence down in the caverns below the
town, as well as her decision to set up a mining operation to explore
them further. The abrupt, final entry of the journal documents the
arrival of three strange visitors, whose descriptions exactly match the
mayors proxy.
The door to the basement is also locked, and the key is on one of the
mayors proxy’s person. If the door is unlocked by anyone other than
the mayors proxy, a glyph of warding will go off, and all creatures on
the staircase to the basement must succeed on DC 15 Wisdom saving
throw or be turned into a frog, as if affected by the Polymorph spell.
Within the basement is a large black cauldron, and 2 cages along the
walls. Within the cages are about a dozen terrified children,
including Oshanga’s daughter Enkish.
A4: The Church
The steeple is overgrown with twisting fungus. Inside, the altar has
been replaced with a hulking mass of fungus and growth and…
people. There are several corpses intertwined within the the strange
mass of growth, which is actually a sentient creature the cultists refer
to as the Oracle (see Appendix B). It has been using the cultists to
provide itself with the nutrients and dreams for which it hungers. In
return, it allows the cultists to partake in its addictive spores and the
revelatory visions they provide. The corpses within are known as the
acolytes, and can be pleaded to for knowledge and blessings in return
for a drink of rootwater.
Reven’s study can be found on the second floor. The door to the study
is sealed using the Arcane Lock spell, which can be bypassed using
Reven’s password “sporis que suffoco”. The door can be destroyed
with a DC 25 Strength check or unlocked with a DC 25 thieves’ tools
check. The room is cluttered. Books and scrolls are stuffed into
shelves and chests. A journal lies open on the desk. The words are
written in Abyssal, the ink smeared with blood. A PC that can
decipher the writing will find pages upon pages of kaleidoscopic
illustrations and the fuzzily reconstructed fragments of half-
remembered dreams. A DC 15 Investigation check will uncover 2
potions of healing, a spell scroll of Daylight, and a spell scroll of Dream
hidden throughout the room.
The Oracle
Reven has rallied a growing number of townspeople to their
righteous cause. Together, they perform rituals and make sacrifices
to a bizarre fungal creature they call the Oracle. They do this in order
to tap into a vast mycelium network of shared consciousnesses that
includes Zandreth as well as his otherworldly masters.
The congregation is protective of its secrets, but if the PCs prove

themselves, Reven will gladly invite them to partake of the Oracle’s
great gift.
Reven leads you past the crumbling walls and rotting pews. They
pause before stepping up onto the stone chancel. You can imagine at
one point a humble altar may have rested upon it. Now though, the
elevated stone slab is split right through the middle. From the
jagged fissure erupts a cornucopia of tangled fungal flesh.
Amidst the wave of smooth stalks and fleshy veils—something

more familiar. A bloated gray arm. A clump of hair. A glazed-over
pair of eyes. Four bodies, gaunt and pale, are embedded within the
mass. Their peaceful expressions seem out of place, given their
strangely contorted limbs. Reven turns to you. Splotches of stained
glass light cascade over their outstretched arms. “Are you ready?”
Participating in the ritual provides PCs with a vision of Zandreth, the

Rift, and their general location beneath Shroomsville.
The ritual itself consists of imbibing large amounts of Rootwater and

consuming parts of the Oracle itself, accompanied by a constant
earnest chanting. The acolytes will begin to shift within the mass,
their parched lips parting expectantly. It is hard to tell wether the
bodies are moving of their own volition, or merely being puppeted by
the fungal entity itself.
The drink flows into your stomach and radiates outward. As the
sensation spreads through your cells, your cells spread with it. You
feel lighter. You feel emptier. Little by little, you disperse.
The sensation of your body fades away. Your thoughts unfurl and
disappear. You don’t see. You don’t hear. You just… feel, as the ground
beneath you opens up and your particles are drawn down into the
mycelium below. You descend, and you expand, down beneath the
church, below the town, beneath the sprawling caverns and twisting
tunnels, through soil and rock and darkness until, eventually, you
feel a presence. An ancient, stalking presence pacing within a
cavernous chamber. At the center of the chamber, a singular point of
prickling sensation. It calls to you, pulls you closer. You begin to see
it more clearly. It is a connection, an overlap. It is a point of refraction
between two worlds, two realities. This is what the Oracle sent you
to see.
Chapter 4
What lies Below
When the players begin their exploration underground, they will
find themselves winding through numerous interconnected tunnels
and caverns. Some of these are man-made, but many more seem to
have been created by natural causes.
Should the PCs delve deep enough, they will eventually come face-
to-face with Zandreth himself.
Shroomsville Caverns
B1: Entry Tunnel
This tunnel leads west to the mine entrance (see page 32).
B2: Glowing Caverns

Labyrinthine tunnels twist between soft-glowing chambers full of
bioluminescent mushrooms. Mushrooms and fungus of all shapes
and colors coat the walls here. At any given time there are 2d4
townspeople collecting mushrooms to bring back to town. See page
12 for more about harvesting mushrooms.
B3: Rock Fall

Several tons of rubble are piled here. A DC 12 Investigation check will
reveal that the rocks seem to have been intentionally caved in to
block the passage ahead.
B4: The Spore Sage’s Grotto

Glowing from a recess in the cavern wall is a small pool of water.
Floating in the water are dozens of bioluminescent fungi. The water
is crystal clear and the soft glow is comforting. The pool extends
downward and forms an underwater tunnel that continues out of
sight. Characters that follow the tunnel will resurface in a similar pool
within the Grotto. The Grotto itself is lit in a dozen different shades of
bioluminescence. A smoldering fire pumps out sweet-smelling
smoke near a makeshift bed of soil and soft lichen. The Spore Sage
can be found here. They will offer the characters visions of their
future, in the form of a brewed concoction of hallucinogenic
mushrooms. Each character may attempt to consume the drink once,
What Lies Below 40

41 What Lies Below
making a DC 14 Wisdom saving throw. On a success, the character
gains truesight for one hour and may immediately cast the augury
spell requiring no components and with the omen coming in the
form of a vision. On a failure, the character falls unconscious instead.
B5: Crystal Cavern

The walls of this long winding corridor are encased in furry mold and
thick clumps of Mycelium. Embedded within the mass of fungi are
about a dozen translucent crystals. Peering into the crystals reveals
warped reflections and glimpses of other places. A creature focusing
on the crystals’ strange visions can make a DC 16 Intelligence (Arcana)
check. On a success, that creature may immediately cast the scrying
spell requiring no material components. Once this property of the
Crystal Cavern has been used, it can’t be used again until the next
dawn. Any crystals or fungi that are removed from the cavern dissolve
into ash.
B6: Lightning Tunnel

This tunnel is draped with thick veils of mycelium. The shimmering
veils release a shower of sparks each time they brush against the
cavern walls. The top half of a humanoid skeleton is tangled up in the
mycelium deeper within the tunnel. The skeleton is wearing a pair of
Myceliumweave Bracers, detailed in Appendix C. A creature that
moves through the tunnel may make a DC 16 Dexterity (Acrobatics)
check to avoid brushing against the web-like masses. On a failure, the
creature takes 2d8 lightning damage and must succeed on a DC 14
Constitution saving throw or become paralyzed. A creature may
repeat the saving throw at the end of each of their turns, ending the
effect on themselves on a success. While the creature is paralyzed in
this way, they take 1d6 acid damage each round as the fungus
excretes its digestive enzymes.
B7: Titan Hand

The fingers of a giant stone hand emerge from the ground here. The
stone is ancient and crumbling. A roper is lying in wait on the cavern’s
ceiling, ready to ambush any passers-by.
What Lies Below 42

B8: Slime Pits
Viscous slime drips from the ceiling within this cave and has collected
in pools on the ground. At the back of the cave lies a pile of bones
wearing a peculiar set of armor. 2d4 ochre jellies are hiding in the
slime pools. The skeleton is wearing the Mushroom Knight’s
Breastplate, detailed in Appendix C.
B9: Exit Tunnel

This tunnel continues to twist and turn for some time before coming
to a drop off. The tunnel continues straight down. Thick spores billow
up from below, blocking sight of a large cavern at the bottom (see
page 46). The adventurers are nearing the Rift. It may be wise for
them to rest before descending.
43 What Lies Below

The Rift
After navigating through the Shroomsville caverns, the party will
find themselves descending rapidly through a long, narrow tunnel.
The adventurers are nearing the Rift. It may be wise for them to rest
before continuing.
You find yourselves at the mouth of a large cavern. The walls of this
chamber seem to throb and pulse in rhythm with your heart beat.
Tiny spores swarm the air here. They’re billowing like smoke up out
of a wide crevice in the ground, surrounded by glowing runes.
An ominous glow emanates from the Rift; it pulses in time with the
walls. With each pulse, your vision swims, then clarifies, over and
over and over. A creaking, groaning sound bounces from the walls. It
is the sound of a building settling; it is the sound a flower makes
when it blooms. You hear muffled laughter. You realize it’s yours.
You watch as strands of glowing light emerge from your pores and
stretch outward. They snake and coil through the air in a dense web
of energy. They’re everywhere. Billions of single-cell strands of
energy weaving between you and the clumps of fungi scattered
throughout the chamber. A mass of strands disappears into the Rift,
and you feel a presence reaching out to you from the other side…
Suddenly, the sensation stops. The bright woven strands of energy

turn black and dissolve like ash. For a moment, you hear nothing but
the ringing in your ears. Then, a roar like an avalanche echoes
through the chamber: Zandreth.
Zandreth lies atop a raised area in the back of the cavern. Zandreth
will give the party a chance to explain why they are trespassing, but
will immediately attack if he senses the slightest hesitation or deceit.
Zandreth uses the fungal dragon stat block in Appendix B. Zandreth
will protect the Rift until he is either freed of his corruption or is
killed.
The Rift is visible in the center of the chamber. When the party
approaches, a protective barrier of magical energy springs up around
the Rift, blocking it from view. A shimmering ethereal cord of
mycelium emerges from the barrier and connects to the back of
Zandreth’s skull in a flash of light.
What Lies Below 44

Zandreth, the Corrupt
Huge dragon, neutral evil, he/him
Once, the creature before you radiated power and confidence. Now,
it reeks of pain and contempt. Zandreth’s eyes are hidden beneath a
mass of oozing fungus. Tendrils of mycelium run the length of his
body, and hundreds of mushrooms burst forth from his flesh and
scales. As he stalks his chamber, his wings drag on the ground
behind him, weighed down by fungus to the point of uselessness.
Zandreth has spent the last 300 years in this very chamber. The
spores have infected his body as well as his mind. Mycelium stretches
through his body, it wraps around his bones and crawls across his
scales. The smothering fungus keeps him alive, if just barely. He has
been sworn to protect the Rift until it is ready to be opened
Traits The person I was before Flaws My body, my mind, both

no longer exists. I am confused are slipping away from me. My
and untrusting, but I am loyal to thoughts arrive like scattered
these strange forces that pieces of glass.
molded me into what I now am.
Bonds There is no you and Goals To protect the Rift, allow

there is no me. The will of my it to grow larger and more
master is the only thing that powerful, and to welcome my
exists. I have never seen my master’s entrance into this
master, I have never attempted world.
to understand their form. It
does not matter. Their will is
inevitable.
Aid If the party can break through Zandreth’s corruption and help
him remember who he truly is, then Zandreth will temporarily turn
against the Rift that enslaved him.
45 What Lies Below

Visibility: The chamber is lit by the dull orange glow of the Rift. The
entire space is considered lightly obscured by spores.
Ceilings: The chamber has a 50-foot high ceiling. Dozens of large

stalactites are hanging from it.
47 What Lies Below

Destroying the Barrier
A protective barrier surrounds the Rift, and must be destroyed in
order to access the Rift itself. The barrier has AC 25, 66 hit points, and
is immune to necrotic, poison, and psychic damage. The barrier
draws its strength directly from Zandreth’s life force, and damaging
Zandreth weakens the barrier, as shown in the table below.
Zandreth HP Barrier AC
189 25
126 20
63 15
0 10
Freeing Zandreth
Zandreth has an additional stat known as his Lucidity score. His
Lucidity score increases by 1 each time a creature deals at least 30
points of damage to him on their turn and each time a creature
spends their action trying to parley with him and succeeds on a DC 15
Charisma (Persuasion) check. Zandreth’s Lucidity score becomes 0 at
the end of each of his turns.
If Zandreth has a lucidity score of 3 or higher at the start of his turn,

he must make a Wisdom saving throw with a DC equal to the
barrier’s current AC (see table above). On a success, Zandreth
momentarily regains his senses and uses his Barrier Buster action. On
a failure, Zandreth takes his turn as normal.
If Zandreth succeeds on this saving throw and the barrier has already
been destroyed, he is permanently freed from his corruption (see
page 51).
Deciding the Fate of the Rift

The Rift can be permanently closed with 1 hour and a successful DC 15
Intelligence (Arcana) check. If Zandreth has been freed of his
corruption, he can succeed on this check automatically. The Rift can
be fully opened and activated with 1 hour and a successful DC 20
Intelligence (Arcana) check. Reven can succeed on this check
automatically.
What Lies Below 48

Chapter 5
In the End
The outcome of the adventure will depend on the actions of the
players. The events in Shroomsville will likely have repercussions on
the party and the world around them. Consider the following when
the party completes the adventure.
Was the Rift destroyed?

If so, then the town of Shroomsville is saved. Without the Rift’s
corruptive influence the Mist will begin to fade and the townspeople
will slowly regain their memories and their senses. The party has
succeeded in their original mission, and can expect to be rewarded
handsomely by the lawmaster.
If not, then the Rift will become a functional portal through which
further corruption, and worse, can spill forth. The party has an even
greater threat on their hands or, perhaps, an opportunity to seek
power and riches in the service of a new master.
What of the Townspeople?

Following the Rift’s destruction or completion, the hags will likely
flee unless they feel they can continue to exploit the situation in
Shroomsville. Perhaps they will attempt to barter with Zandreth or
the party for even more power.
If the party reunited Oshanga with her daughter, she will be a loyal
ally for life. If the Rift was destroyed, Oshanga will lead the efforts to
rebuild her home. She will rally the citizens of Shroomsville and
become a respected leader and protector.
Depending on whether their plot was successful or not, Reven will

either find themself in a position of great power, or one of confusion
and uncertainty. Do they look to the party for guidance, or do they
swear vengeance on the group that ruined everything they worked so
hard for?
Wrapping Up 50
Did Zandreth survive?
If Zandreth succumbed to his corruption, the party will have a
dangerous enemy to contend with in the future. Zandreth will
destroy the town of Shroomsville, and use both it and the
subterranean caverns as his lair.
If the party managed to free Zandreth from his corruption, then he

will be eternally grateful for their help. Zandreth can prove to be a
powerful ally or quest-giver. As an NPC, how does Zandreth go about
once again finding his place in the world?
51 Wrapping Up
Zandreth, the Returned
Huge dragon, neutral good, he/him
The dragon’s movements are cautious and uncertain. He has done

his best to scrape free the mushrooms embedded in his scales. His
eyes are bloodshot and resigned. Still, he holds himself with all the
grace and poise he can muster, and you get a vision of how people
must have once seen him: with reverence and awe.
Zandreth has been trapped underground, unaware of his

surroundings for nearly 3 centuries. Even for a dragon, this is a
significant amount of time. It is hard to regain a sense of self after so
much time without one. Who is Zandreth, now that he has been gone
for so long? Perhaps the old Zandreth is lost completely, and the only
way forward is to create a new identity for himself. Zandreth is weak,
physically and mentally, and it will take time for him to recover. It is
hard, to feel like so much of your life was lost to forces you weren’t
even aware of, but that’s ok. Zandreth will allow himself to rest, he
will learn to find comfort in friends and in solitude, and he will forgive
himself, in time.
Traits The person I was before Flaws I can barely remember

no longer exists. I am confused, what it feels like to be myself.
lost. I feel empty. I feel like I Who am I after all this time?
have just awoken from a What is left of me? What if
terrible nightmare. there is nothing left?
Bonds I have been gone a long Goals To find my place in a

time. The people I once knew world that I do not recognize.
are no longer who I remember
them to be. I no longer know
who I am. Will anyone else?
Wrapping Up 52
Appendix A
NPC Stat Blocks
Hypha, the Mushroom Longbow. Ranged Weapon
Attack: +5 to hit, ranged
Merchant 150/600 ft., one target. Hit: 7
(1d8 + 3) piercing damage.
Armor Class 14 (leather armor)
Hit Point 32 Kafum, the Spore Sage

Speed 30 ft. Armor Class 13 (15 with mage
armor)
Str Dex Con Int Wis Cha Hit Point 43
11 16 12 12 13 11
(0) (3) (1) (1) (1) (0) Speed 30 ft.
Skills Nature +4, Perception +5,

Stealth +6, Survival +5 Str Dex Con Int Wis Cha
Senses darkvision 60 ft., 12 12 12 10 13 18
passive Perception 15 (1) (1) (1) (0) (1) (4)
Keen Hearing and Sight. Skills Medicine +6, Nature +5,

Hypha has advantage on Perception +6
Wisdom (Perception) checks
that rely on hearing or sight. Senses passive Perception 14
Fey Ancestry. Hypha has Duergar Resilience. Kafum has

advantage on saving throws advantage on saving throws
against being charmed, and against poison, spells, and
magic can’t put her to sleep. illusions, as well as to resist
being charmed or paralyzed.
Spellcasting. Hypha can cast
the poison spray cantrip at will Sunlight Sensitivity. While in
(spell save DC 11). sunlight, Kafum has
disadvantage on attack rolls, as
Actions well as on Wisdom
(Perception) checks that rely on
Multiattack. Hypha makes two sight.
melee attacks or two ranged
attacks. Spellcasting. Kafum is a 5th-
level spellcaster. Their
Shortsword. Melee Weapon spellcasting ability is Wisdom
Attack: +5 to hit, reach 5 ft., one (spell save DC 13, +5 to hit with
target. Hit: 6 (1d6 + 3) piercing spell attacks). They have the
damage. following druid spells
prepared:
Appendix A 54
Cantrips (at will): druidcraft, concentration is broken, up to 1
produce flame, shillelagh hour (as if concentrating on a
spell). Any equipment Kafum
1st level (4 slots): cure wounds, carries is invisible with them.
create or destroy water, faerie fire,
healing word
Reven Ulara, the Prophet
2nd level (3 slots): barkskin, pass
without trace, spike growth Armor Class 13 (15 with mage
armor)
3rd level (2 slots): meld into
stone, speak with plants Hit Point 43
Actions Speed 30 ft.
Enlarge (Recharges after a

Short or Long Rest). For 1 Str Dex Con Int Wis Cha
minute, Kafum magically 12 12 12 10 13 18
increases in size, along with (1) (1) (1) (0) (1) (4)
anything they are wearing or
carrying. While enlarged, Skills Deception +7, Persuasion
Kafum is Large, doubles their +7, Arcana +6
damage dice on Strength-
based weapon attacks, and Senses darkvision 60 ft.,
makes Strength checks and passive Perception 11
Strength saving throws with
advantage. If Kafum lacks the Dark Devotion. Reven has
room to become Large, they advantage on saving throws
attain the maximum size against being charmed or
possible in the space available. frightened.
Quarterstaff. Melee Weapon Armor of Shadows. Reven can

Attack: +3 to hit (+5 to hit with cast mage armor on themself at
shillelagh), reach 5 ft., one will, without expending a spell
target. Hit: 3 (1d6) bludgeoning slot or material components.
damage, 4 (1d8) bludgeoning
damage if wielded with two Devil’s Sight Reven can see
hands, or 6 (1d8 + 2) normally in darkness, both
bludgeoning damage with magical and nonmagical, to a
shillelagh. distance of 120 feet.
Invisibility (Recharges after a Spellcasting. Reven is an 8th-

Short or Long Rest). Kafum level spellcaster. Their
magically turns invisible until spellcasting ability is Charisma
they attack, cast a spell, or use (spell save DC 15, +7 to hit with
Enlarge, or until their spell attacks). They regain
55 Appendix A
expended spell slots when they Str Dex Con Int Wis Cha
finish a short or long rest.
Reven has the following 12 12 12 10 13 18
warlock spells prepared: (1) (1) (1) (0) (1) (4)
Cantrips (at will): eldritch blast,

produce flame,thaumaturgy Skills Athletics +7, Intimidation
+3
1st-4th level (2 4th-level slots):
darkness, suggestion,counter Damage Resistances acid
spell, hypnotic pattern,
banishment Senses passive Perception 9
Actions Reckless. At the start of her

turn, Oshanga can gain
Multiattack. Reven makes two advantage on all melee
melee attacks. weapon attack rolls during that
turn, but attack rolls against
Dagger of Venom. Melee or her have advantage until the
Ranged Weapon Attack: + 6 to start of her next turn.
hit, reach 5ft. Or range 20/60
ft., one creature. Hit: 5 (1d4 + 3) Actions
piercing damage.
Multiattack. Oshanga makes
Poison Blade (1/day). Reven two melee attacks.
activates the Dagger of Venom,
causing thick, black poison to Greatsword. Melee Weapon
coat the blade. The poison Attack: +7 to hit, reach 5 ft., one
remains for 1 minute, or until target. Hit: 11 (2d6 + 4) slashing
an attack using the weapon damage.
hits a creature. That creature
must succeed on a DC 15 Breath Weapon (recharges
Constitution saving throw or after a short or long rest).
take 2d10 poison damage and Oshanga exhales a 5 by 30 ft.
become poisoned for 1 minute. line of destructive energy. Each
creature in the area must make
a DC 14 Dexterity saving throw.
Oshanga, the Brewer A creature takes 10 (3d6) acid
damage on a failed save, and
Armor Class 13 (15 with mage half as much on a successful
armor) one.
Hit Point 43
Speed 30 ft.
Appendix A 56
Chomper
Small fungus (plant), unaligned
Known colloquially as chompers, the biting tooth fungus is a
carnivorous mushroom with a highly specialized hunting tactic that
allows it to consume prey much larger than itself. A group of
chompers lie in wait for an unsuspecting creature to step too close.
The mushrooms chomp down on their victim and drag it
underground where other chompers latch on and help to bury the
creature before collectively digesting it.
Armor Class 10 (Natural Armor)
Hit Point 28 (8d6)
Speed Burrow 10 ft.
Str Dex Con Int Wis Cha
14 (2) 2 (-4) 10 (0) 1 (-5) 4 (-3) 1 (-5)
Condition Immunities blinded, deafened, prone
Senses tremorsense 30 ft., passive Perception 7
Challenge 1/2 (100 XP)
57 Appendix A
False Appearance. While the chomper remains motionless, it is
indistinguishable from a regular mushroom.
Grappler. The chomper has advantage on attack rolls against any

creature grappled by it.
Digestive Enzymes. A creature grappled by the chomper takes 4 (1d8)

acid damage at the start of each of their turns.
Actions
Chomp. Melee Weapon Attack: +4 to hit, reach 5 ft., one target. Hit: 5
(1d6 + 2) bludgeoning damage and the target is grappled (escape DC
12).
Cordyceps Crawler
Tiny fungus (plant), unaligned
An ambulatory fungus capable of infecting a host creature and

wresting away control of its nervous system. Crawlers latch onto
sleeping creatures, usually at the back of the neck. From there, they
inject their mycelium into the creature’s
spinal column, eventually spreading
to the brain. Each night the host’s
dreams are surreal and euphoric,
even as their mental state
gradually deteriorates. If not
discovered and dealt with quickly,
the fungus will eventually force the
infected creature to find a beautiful
location in nature and lay there
forever, allowing themselves to become
permanently lost within the
dreamscape and their body to serve
as the home for a new colony
of crawlers.
Appendix A 58
Armor Class 12
Hit Point 4(3d4 - 3)
Speed 25 ft.
2 (-4) 14 (2) 8 (-1) 6 (-2) 10 (0) 2 (-4)

Skills Stealth +6
Senses darkvision 30 ft., passive Perception 10
Challenge 0 (10 XP)
False Appearance. While the crawler remains motionless, it is

indistinguishable from a regular mushroom.
Spider Climb. The crawler can climb difficult surfaces, including

upside down on ceilings, without needing to make an ability check.
Actions
Bite. Melee Weapon Attack: +4 to hit, reach 5 ft., one target. Hit: 1
piercing damage.
Infect Host. The crawler latches onto the body of an incapacitated

creature within 5 feet. Once latched, the crawler begins spreading
mycelium into the creature's body.
Carefully removing the crawler requires a Medicine check. The DC is

equal to 15 + the number of days that the host has been infected. On
a failure, or if the crawler is removed by force, the host creature must
make a Wisdom saving throw. The DC of the saving throw is 15 + the
number of days that the host has been infected. On a failure, the
creature goes berserk, and must spend each of their turns attacking
the creature nearest to them until they fall unconscious or are
targeted by a lesser restoration spell or similar magic.
The host creature suffers increasingly noticeable symptoms the

longer the crawler remains latched.
1 Day: A feeling of lethargy and a stiffness in the neck; a single,

ordinary looking mushroom protruding from the back of the neck.
59 Appendix A
2 Days: Random crying and the occasional visual or aural
hallucination.
3 Days: Jumbled words and profuse sweating; disadvantage on

Charisma checks.
4 Days: The hosts eyes become cloudy with mycelium; disadvantage

on Wisdom (Perception) checks that rely on sight.
5 Days: Sluggish reactions and a lack of coordination in the arms and

legs; disadvantage on Dexterity checks and saving throws.
6 Days: Memory loss, incoherent thoughts, and inability to focus;

disadvantage on Intelligence, Wisdom, and Charisma saving throws;
disadvantage on saving throws made to maintain concentration.
7 Days: Mushrooms sprout from the cap of the skull; creature loses
the ability to speak and has only a dim awareness of its environment.
At dawn of each day after the 7th, the creature must make a Charisma
saving throw. The DC of this save is equal to the number of days that
the host has been infected. On a failure, the creature's Intelligence,
Wisdom, and Charisma scores become 1 and the crawler takes full
control of the creature's body. The crawler can no longer be removed
from the host.
Appendix A 60
61 Appendix A
Dream Shaper
Large aberration, unaligned
Dream shapers are perhaps the least understood (and therefore the
most feared) of the Fungal Wilds’ many peculiar denizens. They are
driven by their hunger for the psychic energy of sentient creatures. A
dream shaper can draw sustenance from the same party of
adventurers for months, even years, with the victims going about
their dream lives with perfect contentment. In reality, however, their
unconscious bodies swing from the creature’s tendrils as it drifts
aimlessly among the spore clouds.
Armor Class 12 (Natural Armor)
Hit Point 84 (13d10 +13)
Speed fly 10 ft.
14 (2) 6 (-2) 12 (1) 10 (0) 14 (2) 18 (4)
Saving Throws Int +3, Wis +5, Cha +7
Damage Immunities poison
Senses truesight 30 ft., passive Perception 12
Languages telepathy 60 ft.
Challenge 5 (1,800 XP)
Dream Shaper. Creatures charmed by the dream shaper are

incapacitated as their minds are pulled into a shared dream-space of
the dream shaper's own creation. A creature is no longer
incapacitated if the charm ends. Charmed creatures can interact with
the dream world just as if it were the material plane, and can
communicate with other charmed creatures, but they do not realize
that they are dreaming. If a charmed creature discovers a reason to
doubt the reality of the dream space (eg. the cleric's spells don't
behave normally, the fighter's trusty sword feels awkward and
unwieldy in his hands), it can repeat the saving throw from the dream
shaper's Psychic Pulse ability, ending the charm on itself on a success.
Appendix A 62
Death Scream. When the dream shaper dies, each creature currently
charmed by it must make a DC 15 Charisma saving throw, taking 14
(4d6) psychic damage on a failed save, or half as much damage on a
successful one.
Actions
Multiattack. The dream shaper makes two attacks. The dream
shaper may replace one attack with a single use of Psychic Pulse.
Mycelium Whip. Melee Weapon Attack: +5 to hit, reach 15 ft., one

target. Hit: 9 (2d6 + 2) slashing damage. The dream shaper can forego
dealing damage with this attack and instead cause the target to be
restrained.
Psychic Pulse. A creature restrained by the dream shaper must make

a DC 15 Charisma saving throw. On a failure, the creature is charmed.
While charmed in this way, the creature is incapacitated. An affected
creature can repeat the saving throw upon taking damage, ending
the charm on itself on a success. The charm ends if the creature is no
longer restrained.
Draining Presence. All creatures charmed by the dream shaper take 7

(2d6) necrotic damage and the dream shaper regains hit points equal
to the total necrotic damage dealt.
Reactions
Damage Transfer. While the dream shaper has a creature charmed, it
can use its reaction when it takes damage to transfer some of the
damage to the charmed creature. The dream shaper takes only half
the damage dealt to it, and a creature charmed by the dream shaper
takes the other half as psychic damage.
63 Appendix A
Fungal Dragon
Huge dragon, neutral evil
The fungal dragon is a once-majestic being whose body and
thoughts have been corrupted by spores. A once-lucid mind is
cracked under the weight of nightmarish hallucinations. Now, with
its mind in tatters, the dragon is instinctive and reactive, fearful and
violent.
A fungal dragon is a shell of its former glory. Masses of fungus cling to

its body. As time passes, mycelium spreads deeper into its flesh and
wrap tightly around its bones. The dragon has become dependent on
the fungus to survive.
The dragon has lost its ability to fly, as its wings are weighted down
by fungus and the muscles are atrophied from disuse. The dragon's
breath weapon has also been warped into a way for the spores to
proliferate to even more victims.
Armor Class 15 (natural armor)
Hit Point 189 (18d12 + 72)
Speed 30 ft.
18 (4) 8 (-1) 18 (4) 8 (-1) 10 (0) 14 (2)
Saving Throws Con +7, Cha +5
Condition Immunities charmed, frightened
Languages Common, Deep Speech, Draconic
Appendix A 64
Sunlight Sensitivity. While in sunlight, the fungal dragon has
disadvantage on attack rolls, as well as on Wisdom (Perception)
checks that rely on sight.
Limited Telepathy. The fungal dragon can magically communicate

simple ideas, emotions, and images telepathically with any creature
within 120 ft. of it.
Lucidity (Zandreth only; see page 47). At the start of an encounter,

Zandreth’s lucidity score is 0. Zandreth’s lucidity score increases by 1
each time a creature deals more than 30 points of damage to him on
their turn, and each time a creature spends an action parleying with
him and succeeds on a DC 15 Charisma (Persuasion) check. If
Zandreth has a lucidity score of 3 or higher at the start of his turn, he
immediately makes a Wisdom saving throw with a DC equal to the
Barrier’s current AC. On a success, Zandreth spends his turn using his
Barrier Buster action. On a failure, he takes his turn as normal.
Zandreth’s lucidity score becomes 0 at the end of each of his turns.
Actions
Multiattack. The fungal dragon makes three attacks: one with its bite
and two with its claws.
Bite. Melee Weapon Attack: +7 to hit, reach 10 ft., one target. Hit: 9
(1d10 + 4) piercing damage.
Claw. Melee Weapon Attack: +7 to hit, reach 5 ft., one target. Hit: 7
(1d6 + 4) slashing damage.
Tail. Melee Weapon Attack: +7 to hit, reach 15 ft., one target. Hit: 8
(1d8 + 4) bludgeoning damage.
Barrier Buster (Zandreth only). If Zandreth succeeded on the saving

throw for his Lucidity trait, he overpowers his connection to the
barrier and deals force damage to it equal to 1/3 of its maximum hit
points. Zandreth takes half the damage dealt as psychic damage.
Breath of Madness (Recharge 5-6). The fungal dragon exhales

hallucinogenic spores in a 60-foot cone. Each creature in that area
must make a DC 13 Charisma saving throw. On a failure, the creature
rolls on the Short-Term Madness table below, suffering the effect
rolled for the next minute. An affected creature can repeat the saving
throw at the end of each of its turns, ending the effect on itself on a
success.
65 Appendix A
Short-Term Madness
d100 Effect (lasts 1 minute or until saved)
The character retreats into their mind and becomes
01 - 20 paralyzed. The effect ends if they take any damage.
The character becomes incapacitated and spends the
21 - 30 duration screaming, laughing, or weeping.
The character becomes frightened and must use their
31 - 40 action and movement each round to flee the dragon.
41 - 50 The character begins babbling and is incapable of normal

speech or spellcasting.
51 - 60 The character must use their action each round to attack

the nearest creature.
The character experiences vivid hallucinations and has
61 - 70 disadvantage on ability checks.
71 - 75 The characterisn’t
does whatever anyone tells them to do that
obviously self-destructive.
76 - 80 The character experiences an overpowering urge to eat

something strange such as dirt, slime, or offal.
81 - 90 The character is stunned.
91 - 100 The character falls unconscious.
Legendary Actions
The fungal dragon can take 3 legendary actions, choosing from the
options below. Only one legendary action option can be used at a
time and only at the end of another creature's turn. The fungal
dragon regains spent legendary actions at the start of its turn.
Tail Attack. The fungal dragon makes a tail attack.
Bewildered Charge. The fungal dragon spreads its wings and

charges in the direction of the last source of damage it took. The
dragon moves up to twice its current speed in a straight line. Each
creature within 10 feet of the fungal dragon's path must succeed on a
DC 10 Dexterity saving throw or take 11 (2d10) bludgeoning damage
and be knocked prone.
Detect. The fungal dragon makes a Wisdom (Perception) check.
Appendix A 66
Lair Actions
When fighting inside its lair, the fungal dragon can invoke the
ambient magic to take lair actions. On initiative count 20 (losing
initiative ties), the fungal dragon can take one lair action to cause one
of the following effects:
▪ The fungal dragon lets out a bellowing roar that echoes

through its lair. 1d4 stalactites break loose from the cavern
ceiling at locations of the fungal dragon's choice. Roll
initiative for the stalactites as a group. On that initiative
count, the stalactites fall. Each creature within 5 feet of
where the stalactites fall must succeed on a DC 15 Dexterity
saving throw or take 10 (3d6) piercing damage and be
knocked prone.
▪ The fungal dragon creates a wall of dense spores within 120

feet of itself. The wall can be up to 60 feet long, 20 feet high,
and 1-foot thick, or a ringed wall up to 20 feet in diameter, 20
feet high, and 1-foot thick. The wall lasts until initiative
count 20 on the next round. Any creature that starts its turn
in the wall or attempts to pass through it must succeed on a
DC 15 Constitution saving throw or be stunned for as long as
the wall remains. The spores can be dispersed by a wind of
moderate or greater speed (at least 10 miles per hour).
▪ 1d4 Violet Fungi sprout from the ground in locations of the

fungal dragon's choice within 120 feet of itself. Violet Fungi
created in this way act immediately after the fungal dragon's
turn.
The fungal dragon can't repeat an effect until they have all been used,
and it can't use the same effect two rounds in a row.
67 Appendix A
Fungal Forger
Medium fungus (shapechanger), neutral evil
Though their motivations may be unknowable, fungal forgers tend to
follow predictable patterns. First, the forger chooses an individual
that catches their interest. They will stalk the creature for days,
weeks, sometimes longer, doing nothing more than observing from
a distance. Eventually the forger reveals itself. This always ends
violently, as forgers only ever take the shape of a creature they’ve
killed. Perhaps the most insidious part: the forger, now disguised as
its victim, continues to live out his or her life as if nothing ever
happened. Loved ones will notice that something’s off, of course, but
who in their right mind would correctly guess that their spouse has
been replaced by some terrifying fungal monstrosity?
Armor Class 13
Hit Point 65 (10d8 + 20)
Speed 30 ft.
11 (0) 16 (3) 14 (2) 12 (1) 10 (0) 10 (0)
Senses darkvision 60 ft., passive

Perception 10
Challenge 3 (700 XP)
Ambusher. The forger has advantage on

attack rolls against any creature it has
surprised.
Inscrutable. The forger is immune to any

effect that would sense its emotions or read its
thoughts, as well as any divination spells it
refuses. Wisdom (Insight) checks made to
ascertain the forger’s intentions or sincerity
have disadvantage.
Appendix A 68
Actions
Claw. Melee Weapon Attack: +6 to hit, reach 5 ft., one target. Hit: 6 (1d6
+ 3) piercing damage and the target must make a DC 15 Constitution
saving throw, taking 21 (6d6) acid damage on failed save, or half as
much damage on a successful one.
Change Shape. The forger magically polymorphs into a small or

medium humanoid it has seen before, or back into its true form. Its
statistics are the same in each form. Any equipment the forger is
wearing or carrying isn’t transformed. If the forger dies, it reverts back
into its true form.
Fun-ghoul
Medium undead, chaotic evil
Some of those poor souls who perish within the Wilds are not
allowed the luxury of death. Sometimes, the ecosystem still has need
of them, and so dispatches mycelium to reanimate their bodies in
undeath.
Armor Class 10
Hit Point 33 (6d8 + 6)
Speed 25 ft.
13 (1) 10 (0) 12 (1) 6 (-2) 10 (0) 6 (-2)
Damage Immunities poison
Condition Immunities charmed, exhaustion, poisoned
Challenge 1 (200 XP)
69 Appendix A
Turn Resistance. The fun-ghoul has advantage on saving throws
against any effect that turns undead.
Fungal Fortitude. If damage reduces the fun-ghoul to 0 hit points, it

must make a DC 10 Constitution saving throw. On a success, the fun-
ghoul returns to life with all of its hit points 24 hours later. This trait
does not function if the fun-ghoul's body is destroyed.
Actions
Slam. Melee Weapon Attack: +3 to hit, reach 5 ft., one target. Hit: 8 (2d6
+ 1) bludgeoning damage and the target must make a DC 11
Constitution saving throw. On a failure, the target takes an additional
7 (2d6) necrotic damage and the fun-ghoul regains hit points equal to
the amount of necrotic damage dealt.
Disorienting Spores (Recharge 5-6). One target within 15 feet of the

fun-ghoul must succeed on a DC 14 Wisdom saving throw or become
confused for 1 minute. An affected creature can repeat the saving
throw at the end of each of its turns, ending the effect on itself on a
success.
Appendix A 70
The Oracle
Huge fungus (plant), unaligned
Armor Class 8
Hit Point 85 (9d12 + 27)
Speed 0 ft.
16 (3) 6 (-2) 16 (3) 8 (-1) 14 (2) 20 (5)
Saving Throws Con +6, Int +2, Cha +8
Condition Immunities blinded, charmed, deafened, frightened,

grappled, prone, restrained, stunned
Senses blindsight 60 ft. (blind beyond this radius), passive

Perception 12
Acolytes. The oracle has up to 4 acolytes. The acolytes can not act on
their own, and must be controlled by the oracle itself. Each acolyte
has AC 12 and 30 hit points. The acolytes share the oracle’s blindsight,
and are immune to the blinded, charmed, deafened, and frightened
conditions. The acolytes’ creature type is undead.
Immutable Form. The oracle is immune to any spell or effect that

would alter its form.
71 Appendix A
Actions
Multiattack. The oracle uses Command Acolyte 4 times and then uses
Envelop.
Command Acolyte. The oracle puppets one it its acolytes to do its

bidding. An acolyte of the oracle’s choice moves up to 20 feet and
makes a slam attack (Melee Weapon Attack: +3 to hit, reach 5 ft., one
creature. Hit: 4 (1d6 + 1) bludgeoning damage).
Envelop. Melee Weapon Attack: +6 to hit, reach 5 ft., one creature. Hit:
12 (2d8 + 3) bludgeoning damage, and the target is grappled (escape
DC 15). Until this grapple ends, the creature is restrained.
Legendary Actions
The oracle can take 3 legendary actions, choosing from the options
below. Only one legendary action option can be used at a time and
only at the end of another creature's turn. The oracle regains spent
legendary actions at the start of its turn.
Compel Violence. Each creature within 60 feet of the oracle must

succeed on a DC 16 Charisma saving throw or make a melee attack
against a random creature in range, if any.
Compel Movement. All creatures within 60 feet of the oracle must

succeed on a DC 16 Charisma saving throw or be forced to move 30
feet towards the oracle
Compel Calm. A creature of the oracle's choice within 60 feet of it

must succeed on a DC 16 Charisma saving throw or be charmed by the
oracle until the end of its next turn. The effect ends if the creature
takes damage.
Appendix A 72
Lair Actions
When fighting inside its lair, the oracle can invoke the ambient magic
to take lair actions. On initiative count 20 (losing initiative ties), the
oracle can take one lair action to cause one of the following effects:
▪ The oracle fills its lair with sparkling purple spores that
vibrate and hum in the presence of magic. Whenever a
creature within 60 feet of the oracle casts a spell, the
creature takes psychic damage equal to 2 times the spell's
level (minimum of 1). The spores last until initiative count 20
of the next round.
▪ The oracle fills its lair with glowing red-streaked spores.

Whenever the oracle takes damage, each creature within 60
feet of the oracle takes 1d4 psychic damage. The spores last
until initiative count 20 of the next round.
▪ The oracle fills its lair with a dense cloud of inky black
spores. The area within 60 feet of the oracle is considered
heavily obscured. The spores last until initiative count 20 of
the next round.
The oracle can't repeat an effect until they have all been used, and it
can't use the same effect two rounds in a row.
73 Appendix A
Sporeling
Small fungus (plant), neutral
Sporelings are a fledgling species, having only just recently acquired
sentience. Sporelings come in a variety of body configurations, and
many absorb objects into their body to use as weapons or tools.
Sporeling tribes do not have leaders, as they do not place value on
the concept of the individual.
Armor Class 11 (shield)
Hit Point 22 (4d16 + 8)
Speed 20 ft.
8 (-1) 8 (-1) 14 (2) 9 (-1) 14 (2) 12 (1)

Saving Throws Con +3, Wis +4
Condition Immunities charmed, frightened
Senses passive Perception 12
Challenge 1/4 (50 XP)
Fungal Camouflage. The sporeling has

advantage on Dexterity (Stealth) checks made
to hide in fungus and other vegetation.
Innate Spellcasting. The sporeling’s

innate spellcasting ability is
Wisdom (spell save DC 12, +4 to
hit with spell attacks). It can
innately cast the following
spells, requiring no material
components:
At will: druidcraft, poison

spray, shillelagh
1/day each: charm

person, cure wounds,
faerie fire
Actions
Club. Melee Weapon Attack: +1 to hit (+4 to hit with shillelagh), reach 5
ft., one target. Hit: 1 (1d4 - 1) bludgeoning damage, or 6 (1d8 + 2)
bludgeoning damage with shillelagh.
Read Thoughts.The sporeling magically reads the surface thoughts of

one creature within 30 feet of it. The effect can penetrate barriers, but
3 feet of wood or dirt, 2 feet of stone, 2 inches of metal, or a thin sheet
of lead blocks it. While the target is in range, the sporeling can
continue reading its thoughts, as long as the sporeling's
concentration isn't broken (as if concentrating on a spell). While
reading the target's mind, the sporeling has advantage on Wisdom
(Insight) and Charisma (Deception, Intimidation, and Persuasion)
checks against the target.
75 Appendix A
Appendix C
Magic Items
Amulet of Spore-Speaking
Wondrous item,uncommon
As an action, you can speak a message

into the amulet and cause it to release a
cloud of magical spores. The message
may be no longer than 25 words. When
you speak the message, you may specify
a creature or group of creatures that the
message is intended for. The first time
within the next 7 days that a creature you have
specified enters the area with the spores they will hear the message
in their mind, exactly as it was spoken. Once this property of the
amulet has been used, it cannot be used again until the next dawn.
Mantle of Mycelium
Wondrous item, rare (requires attunement)
This cloak is made up of a mass of fungi

with a musty, earthy scent. When you
attune to the cloak, thousands of tiny
strands of mycelium cling onto your
shoulders and crawl under your skin,
holding the cloak in place. The cloak has
10 charges. You can use it to cast the
following spells, targeting yourself: false
life (1 charge), protection from poison (3
charges), death ward (6 charges). The
cloak regains 1 charge for every
continuous hour you spend buried in
moist dirt and rotting vegetation, which
can be done during a short or long rest.
Cursed This mantle is cursed, and

becoming attuned to it extends the
curse to you. As long as you remain cursed, you are unwilling to part
with the mantle, and wear it at all times. While so attuned, you have
the sunlight sensitivity trait.
Sunlight Sensitivity While in sunlight, a creature with this trait has

disadvantage on attack rolls, as well as on Wisdom (Perception)
checks that rely on sight.
77 Appendix B
Mycelia-weave Bracers
Wondrous item, very rare (requires attunement by a spellcaster)
These bracers are woven from a silky mesh of fungal mycelium. A few
dozen tiny mushrooms poke out from the mesh, and the surface
itself is imbued with an iridescent sheen. The bracers can have up to
3 charges. While wearing and attuned to the bracers, you can use your
reaction when you are targeted by a spell to absorb some of the
spell’s energy and gain a charge. This does not prevent the spell’s
effects. Additionally, the spell must be targeting only you and not
with an area of effect.
As an action, you can expend one

or more of the bracer’s charges
to regain a spell slot. The
recovered spell slot’s level is
equal to the number of charges
expended. Once this property of
the bracers has been used, it
cannot be used again until the
next dawn.
Mushroom Knight’s Breastplate

Armor (breastplate), rare (requires attunement)
Clumps of mold, lichen, and mushrooms cling to the surface of this

breastplate. While attuned, you can speak the armor’s command
word to cause the magical fungal growth to spread over your body
and gear. When you do so, you gain temporary hit points equal to 5
times your proficiency bonus for 1 minute. While these temporary hit
points remain, you regain hit
points equal to your proficiency
bonus at the start of each of
your turns. Once this
property of the armor
has been used, it
can’t be used again
until the following
dawn.
Appendix B 78
Mushroom Helm
Wondrous item,uncommon
This strange helmet fits snugly

over your head. While wearing
the Mushroom Helm, you may
use an action to cause a violet
fungus to sprout from it. The
fungus takes its turn immediately
after yours and attacks any creatures
other than yourself that are within range. The fungus lasts for 1 hour
or until it is destroyed. Once this property of the helm has been used,
it cannot be used again until the next dawn.
The Spword
Weapon (any sword), very rare (requires attunement)
The hilt and blade of this sword are covered in dozens of mushrooms
in all shapes and colors. You have a +1 bonus to attack and damage
rolls with the Spword. When you hit a creature with the Spword, you
may cause the sword to release some of its spores and produce one of
the following effects:
▪ Corrosive spores: if the target is benefiting from armor,

including natural armor, then their AC is reduced by 2 until
the end of your next turn.
▪ Glowing spores: the target is under the effects of the faerie

fire spell until the end of your next turn.
▪ Debilitating spores: the target has disadvantage on attack

rolls and their movement speed is reduced by half until the
end of your next turn.
Once an effect has been used, that effect cannot be used again until
the next dawn.
79 Appendix B
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Mycelium

An Adventure of Magic, Mystery, and Mushrooms

With Art by:

Jonathan Amo & Max Bode

For Abby, of course.

Chapter 2: Into the Wilds 9

Chapter 3: Welcome to Shroomsville 17

Part 2: Shroomsville Locations 30

Chapter 4: What lies Below 38

Chapter 5: In the End 48

Appendix B: Magic Items 75

Welcome to Mycelium Madness.

What is a roleplaying game?

Remember, everyone is here to have fun. It is the responsibility of

▪ A copy of this book (Good Job!)

▪ DnD Character Sheets, which are available for free online

▪ A set of dice or a dice-rolling app with a 20-sided, 12-sided,

▪ A handful of adventurous friends (2-4 works best)

How do I use this book?

Shortly thereafter, the small farming town of Shroomsville was

Zandreth’s mind now lies in tatters, a slave to whatever strange forces

1. You were once a resident of Shroomsville, or so the doctors say.

The most effective way to control the difficulty of the adventure is in

• Reducing or increasing the number of monsters present in a

• Increasing or decreasing the proficiency bonus for monsters. This

• Adding legendary resistances to boss monsters, or removing lair

VanderMeer, Jeff. Ambergris: City of Saints and Madmen; Shriek - an

Garland, Alex, director. Annihilation. Paramount Pictures, 2018.

The farming town of Shroomsville has always been a little… off.

This is a problem, but there’s something else. A strange mist has

11 Into the Wilds

▪ “It is not him. He serves a higher master. She speaks to him

▪ “I spoke to it, to all of it. Billions of voices,and they were each my

Into the Wilds 12

Foraging for mushrooms requires 4 hours and a Wisdom (Survival)

14+ 1d2 2 Medicinal

17+ 1d4 3 Toxic

20+ 1d6 4 Special

13 Into the Wilds

Each fairy circle contains a 10-foot-radius immobile dome of force,

Fairy Demands (d6)

1. A luxurious feast. 5. Blood, and a lot of it (1 level

Into the Wilds 14

Survival Check Time

15 Into the Wilds

▪ Tremor Each creature within the fault must succeed on a DC

▪ Collapse All creatures within 10 feet of a point within the

▪ Churn Each creature within the fault’s radius is moved 10

The fungal fault lasts for 1d6 + 4 rounds.

Into the Wilds 16

Fungal Wilds Encounters (d10)

17 Into the Wilds

Fungal Wilds Encounters (d10)

3. 2d6 fun-ghouls (Appendix 9. A dream shaper (Appendix

4. Soothing dreams and deep 10. A fungal fault opens

5. The party witnesses the

6. 1d6 glowing will-o’-wisps

Part 1: People of Shroomsville

▪ Every single resident will swear by the local brew, known as

▪ The people of the town don’t tend the fields anymore