For use with
D&D 5th Edition


Dungeon Module W3

The Wild Beyond
the Witchlight

by Christopher Perkins


The traveling extravaganza known as the Witchlight Carnival visits your world once every eight years. You have a dim memory of sneaking into the carnival as a child without paying for a ticket. That memory has grown foggy over time, though it still conjures a weird admixture of emotions—wonder and awe mixed with loss and regret. During this childhood visit, your character lost something.

As time passed, your heart became less heavy, and you gave less and less thought to those childhood events. Now, for reasons you can’t explain, the longing to retrieve that which you have lost has resurfaced, as though an old spell has faded away, allowing you to feel the loss as sharply as if it happened yesterday.

The Witchlight Carnival has returned, and you find yourself standing near a ticket booth by the entrance at twilight, just as the carnival is about to open. There you meet others who look as troubled as you. Without knowing how or why, you sense that each of them has lost something as well. Perhaps fate has brought you together.

The Intrepid Adventurers

Khamma Aphid

Fairy "Chameleon"

Khamma works for the carnival and is quite useful even if attendees don't know it. She wild shapes into a number of animals the carnival needs when the actual animals are sick or just unavailable. Her name is Khamma Aphid but her position is unofficially known as "The Chameleon" so folks will usually just call her by her title, or just Kham.

Celia Vesna

Eladrin Genie Warlock

Celia joined the Witchlight Carnival ten years back after an unfortunate bargain with a "witch" there left her tied to a dao. Now she serves as a handyperson for the carnival, fixing the unending list of things that find themselves broken. She has a few friends, but her constant companion is a blink dog named Henry.

Kimber Redflagon

Bard from Drover's Dell

Having showed proficiency with music at a young age, Kimber trained with Yutu, a group of famous minstrels. She took to the lessons and excelled, but stopped after realizing the training was draining her family's finances. Kimber settled for a life on the farm, helping her family and making some money on the side to keep them afloat.

Rainon Moss, Esq.

Gadabout Tabaxi Rogue

Rainon is a traveller who has a knack for getting into places. One of those "explorations" led to an unplanned trip to the feywild, where he spent 15 years of which are now lost to foggy memories of that time. Haven woken back on his home plane, a little grayer and a little wiser, he sought out the Witchlight Carnival, knowing of its close ties to the feywild. Maybe there are some answers there? Could he really have been Bavlorna's lieutenant? 

Willow Nah'Mstra

Centaur Ranger

Willow is a bit of a mystery, keeping themselves shrouded behind a cloak, obscuring their features. Likewise, they keep personal details hidden. Whether it is out of a deep sense of privacy or not to burden anyone with dark secrets is left up to those who meet Willow to decide. 

Archimedes Folvarian

Goblin Artificer

Archimedes was found in Motherhorn, working with Golmo the Brigganock on contraptions for this Theater of Terror. She is handy with a blowtorch and, like everyone in Motherhorn, desperate to leave.

Other Notable Characters

Witchlight Carnival

Mister Witch

Carnival Co-owner

Mister Witch runs the Witchlight Carnival along with his parter, Mister Light. Mister Witch runs the day-to-day operations, continually checking his pocket watch to assure everything runs smoothly and on time. Aside from the watch, Mister Witch is rarely seen without his top hat and cane.

Mister Light

Carnival Co-owner

Mister Light runs the Witchlight Carnival along with his parter, Mister Witch. Mister Light serves as master of ceremonies for the main event under the bigtop and is responsible for the performers and artists. Mister Light has a scepter festooned with a decorative butterfly everywhere he goes.


Bugbear - Witchlight Hand

Burly works directly with Mr. Witch and Mr. Light, carrying their messages to other Hands or fetching those the Carnival Owners wish to speak with. He's friendly to everyone except Thaco the clown.


Witchlight Hand - Runs Hall of Illusions

Candlefoot is the reluctant ticket-puncher at the Hall of Illusions, and he does all he can to avoid entering the hall. All the color has leached out of his skin, hair, eyes, and apparel, giving him a strangely monochromatic look. His voice was recently returned to him, having been stolen by a kenku. Now he is engaged to Palasha the mermaid.

Diana Cloppington

Not a Real Centaur - Operates Carousel

When asked, Diana is quick to point out that she is not a real centaur. instead, she's a person that made a bad deal. You're not sure exactly what that deal was. She runs the carousel of enchanted carved unicorns that provided some useful information.


Displacer Beast - Manages Lost Property

Dirlagraun looks after stray children until they can be reunited with their parents. The keg fastened to its collar is filled with toffee apple juice and fitted with a spigot for easy pouring. The juice never fails to console an upset child.


Giant Swan- Philosopher

Feathereen is a giant swan that pulls a gondola along the river. She is keen to engage in deep conversations about various philosophical topics. The more esoteric the better. She became keen of Willow, discussing the nature of evil and other stimulating opinions.


Kenku - Stealer of Voices

Kettlesteam had stolen Candlefoot's voice in order to cause havoc amongst the carnival. She was seeking attention from Mr. Which and Mr. Light and figured the chaos would make them take notice of her and they'd hear out her request for information regarding the archfey Zibilyna.


Treant - Manages Dragonfly Rides

Northwind is a young treant from the fey realm of Prismeer that manages the dragonfly rides along with his companion, Red, and awakened squirrel. You met him at the start of the night when he and Red were handing out treats. The treant is known for being terrible at keeping secrets.


Mermaid - Sings at Silversong Lake

Palasha is the mermaid whose singing serves as the main attraction at Silversong lake. She was recently reunited with Candlefoot after his voice was returned to him. The two are now betrothed.


Ghoul Girl

This creature keeps showing up. First, she was seen in the mirror, trying to coax the halfling Rubin to follow her. Then that brought up a vague memory that is tied to Willow's sense of loss. Dirlagruan says his cub, Star was seen with Sowpig (a name given to her by those that have seen her) before disappearing.


Clown - Witchlight Hand

Thaco has been the longest serving Witchlight Hand with a mysterious past. He has retired from performing and works for the carnival owners. He rarely talks and is reluctant to help.


Dwarf - Runs the Mystery Mine

Zephixo dresses as a wizard and plays the part so well that his fellow Witchlight Hands are quite certain whether he has actual magical talent or not. He always seems to be "in-character" and no one questions it anymore.


Agdon Longscarf

Leader of the Brigands

Agdon leads a band of hareagon brigands based in the Brigands' Tollway. He's been menacing Prismeer for a long time and has become particularly troublesome since Bavlorna took control of Hither. He is known for his absurdly long blue scarf.


Darkling - Merchant

Bauble is one-third of Trinket, Bauble, and Charm. They operate out of a storm balloon and make rather unfair trades for their paltry wares. He currently possesses the rhythm of Khamma's step. Recently left in the storm balloon.


Scarecrow - Missing a Head

Clapperclaw was met on the Bridge of Chattering Heads. He was forlorn because his head, usually that of a magnificent stag skull, was stolen by Agdon and his brigands. It has since been replaced by a gourd with some coins trapped inside.

Duke Ickrind

Bullywug - Runs Balloon Factory

The party helped the duke put out the animated coals in the balloon factory and he rewarded them with a brooch styled like a fly with fluttering wings. He's an older bullywug that seemed to recognize Mr. Moss.

Illig, Baron of Muckstump

Bullywug - Rebel Leader

Illig had a poorly thought out plan to bring down King Gullop XIX which quickly fell apart due to the circular logic presented by Kimber and Willow. He has since fled what was turning into a bloodbath.

King Gullop XIX

Bullywug - Ruler of Downfall

Gullop XIX is the current ruler of Downfall and it is generally agreed that he is a fairly weak one. He has asked the party to return a book, that definitely wasn't stolen, to Bavlorna.


Harengon - Brigand

Jebbeck talked a good talk until she came face-to-face with Rainon and Kimber. They managed to convince the Harengon to give up the magical stoppered gourd she carried in exchange for a favor to the brigand leader Agdon Longscarf

Jingle Jangle

Goblin - Key Collector

Jingle Jangle lives in Telemy Hill and is friends with the awakened trees there (and the hill itself). She has a vast collection of keys and is a new owner of Sir Talavar's former cage.


Bullywug - Prisoner

Moss freed Morgort who, along with the recently deceased Wigglewog, helped to rescue Sir Talavar. She was left behind to allow for their escape. Morgort is an accomplished balloon pilot.


Darkling - Merchant

Trinket is one-third of Trinket, Bauble, and Charm. They operate out of a storm balloon and make rather unfair trades for their paltry wares. She currently possesses Kimber's eye color. Recently left in the storm balloon.



Goblin Candy Seller

This unusual goblin has a toffee apple head. He often talks to a maggot that has bored its way into his head. He also has an affinity for Mishka, a child who is the only one that doesn't make fun of his head.


The Last Unicorn... at Wayward Pool (formerly)

Lamorna has lost her partner Elidon when the hags captured him and stole his horn to trap Zybilna. She has asked them to restore her to control of Prismeer and believes the horn is the key to doing so.

Nib the Miser

Blind Miser in a Cave

After Clapperclaw brought the party through the mist and into Thither, he guided them a short distance to the cave that houses a blindfolded miser named Nib surrounded by piles of gold he weaves into trinkets.

Will of the Feywild

Leader of the Getaway Gang

Will managed to rescue the other members of the Getaway Gang from Granny Nightshades workshop and now he's the most wanted person in all of Thither. He has a plan to rescue the other kids.


Wandering Centaur

Winterbow warned the party of the downfall of Prismeer and that he believes the realm will disappear completely. The rest of his clan galloped away from the mists after the Hourglass Coven took over, but he was too slow to keep up.


Greyhawk Mummers

Performing Perytons

Though these perytons could not speak, it was determined that they were once a group of performers. Kimber entertained them with song, to which they performed a choreographed, aerial dance.

Obud & Keg

Brigganock Hermit

Obud lives in a tiny house on the back of Keg the pony. He showed the way to the hidden tunnel that leads to Motherhorn and has promised support for any assault on the theater.

Prince Alagarthas

Lost Wood Elf Prince

Prince Alagarthas made a deal with Endelyn Moongrave in order to see a future in which he defeated a green dragon on his home world of Toril. The price for this bargain was a year of service. However, time moves slowly here and a year far exceeded reason. The party helped him alight fey beacons so that he could return home.

Queen Argantle

Queen of the Korreds

Moss puzzled out how to finish a game setup at Lockbury Henge, and Queen Argantle emerged from her stone to celebrate the win. Later, she made peace with the brigganrocks, facilitated by the party.

The Palace of Heart's Desire


Zybilna's Familiar ?

Iggrik was met in the Beanstalk Tower and said he was Zymbilna's familiar. He looks like a toad with a cape and hat, but changes shape and has a true nature that has yet to be revealed.


Archfey - Ruler of Prismeer

Zybilna (aka Iggwilv, Natasha, Tasha) is the ruler of Prismeer but also has a deep backstory. She is the adopted daughter of Baba Yaga, who gave her the name Natasha (better known as Tasha). Her ambitions brought her in contact with demons and demon lords, which she bent to her will to use against her enemies. These dealings created a lot of enemies and she eventually had to sequester herself into the Feywild.

Natasha eventually adapted to the plane so much that she became fey herself, changing to Zybilna. Eventully, she created a land for herself, Prismeer, which was a haven for the outcasts of the planes. However, the Hourglass Coven, jealous of Natasha's relationship with their mother, trapped her with the magic of the cauldron and took over the land. Now that she has been freed, Zybilna is working to undo what they have done and she has promised our heroes a favor in return for their service to her.

The Hourglass Coven

This coven of hags have taken over Prismeer. Each holds sway over a different region. The specifics of how they took over is not exactly known. What is known is that they do not particularly like each other, but will work together if need be.

Bavlorna Brightclaw

Hag - Controls Hither

Kimber and Rainon learned this name from the unicorns they helped name on the carousel. Bavlorna, whose lair in a cottage on stilts in a fey swamp, is the keeper of that which Kimber lost and is somehow tied to Rainon as well. They also learned that she is allergic to seeing someone run widdershins. Also called Slack-jawed Lorna by Hither locals.

Endeyln Moongrave

Hag - Controls Yon

Celia and Khamma learned that Endelyn Moongrave has what they lost, a sense of direction and artistic creativity respectively. The unicorn at the carousel told them that Endelyn lives in a mountaintop theater and that she has also foreseen her death, which will happen during an eclipse.

Skabatha Nightshade

Hag - Controls Thither

Willow was told that her lost thing, handwriting, is being kept by Skabatha Nightshade. Willow was also informed that Skabatha resides in a hollowed-out tree in a sylvan forest, she sleeps in a dollhouse and can't remember the first creatures she sees when she wakes up.

Valor's Call

Valor's Call is a group of noble adventurers that had come to Prismeer tracking the League of Malevolence. They attempted to forge an alliance with Zybilna, but things took a strange turn and many members are trapped in the Palace of Heart's Desire.


Human Cleric

Mericon is the spiritual leader of Valor's Call. She doesn't worship a particular diety but instead an ideal, that truth gives life to artistry and beauty, and that those who embrace deceit should be censured and punished.

League of Malevolence

The League of Malevolence are led by the evil wizard Kelek. They came to Prismeer and have some sort of deal with the Hourglass Coven, but the details are unknown. One member was encountered and dealt with, but no sign of the others yet.


Warlock for the League of Malevolence

Skylla is going by Charmay in Motherhorn, but so far, no one knows why she has taken on a new persona here yet. Elkhorn assured the party she is part of the League of Malevolence, but currently she seems more interested in the fit of her costumes.


Assassin for the League of Malevolence

Zarak was met by the Wayward Pool having learned the means of entry from the party. He attacked Lamorna only to be clearly overmatched. He was sent packing through Thither in his skivvies.


Warlock in the League of Malevolence

Kelek lead the League of Malevolence and was bent on  Zargash made the mistake of checking that that noise was and found himself surrounded by capable adventurers and a couple of lions.

Resolve Inc.

Resolve Inc. is a planestriding group of adventurers who take on quests that bring them far and wide. Many of these are in service to The Mantis, the de facto leader of the city of Timeborne. These are the adventurers that belong to Moss' past. He made a bargain with Bavlorna to be her servant in exchange for their freedom. He was unaware that he'd forget ever knowing them.

Braka Bralo

Bugbear - Psi Warrior

Braka has honed his mind as a weapon and then uses it to control actual weapons. It's a formidable combo. Along with Moss and Ellywick, Braka is one of the founding members of Resolve Inc.

Ellywick Tumblestrum

Gnome - Mysterious Bard

Ellywick is the friendly bard first met at the Feasting Orchard. She spoke in odd missives and seemed to know a lot about your group. She also arranged tickets for everyone and managed to get time off for Khamma and Celia. Ellywick suggested this is all for some greater purpose, but didn't want to say too much.



What is Kalli? That is the name she gave, but also said it was derived from her designation. She is definitely not human. Kalli was rescued by Ellywick, after her spaceship had crashed into a Material Plane word. There's this whole business with a Needle... it's a long story. Now Kalli is the newest member of Resolve Inc.


Halfing - Monk

Jaanakaareepoorn Paimphalet ke Saath Kaaphiron par Jaen is both a name and a description of her duties among her order back home in Shuou Lung.  It's a tough name for most Common-speakers to wrap their tongues around, and the translation is imperfect, at best."Visit the unbelievers with informative pamphlets" is pretty onerous too, so most folks just call her Jaana.

Ticket Booth

The booth where visitors buy their tickets is located at the main entrance.

Big Top

Where the two main events are held, the Big Top Extravaganza and the Crowning of the Witchlight Monarch.

Bubble-Pop Teapot

Ride the giant bubbles over the carnival.


Where the ever-present music comes from.


There are no horses here, only unicorns and secrets.

Dragonfly Rides

The description is in the name. They are big, so you don't need to shrink.

Feasting Orchard

The best food court this side of the Feywild.

Gondola Swans

Ride a boat pulled by a philosophizing swan.

Hall of Illusions

Mysteries are abundant at the Hall of Illusions.

Lost Property

Something missing? Maybe it turned up here.

Mystery Mine

Face your fears on this breakneck cart ride.

Pixie Kingdom

The best attraction the carnival has to offer according to the pixie that runs it.

Silversong Lake

See the mermaid, Palasha, and hear her song.

Small Stalls

Myriad options for every taste.

Snail Racing

Not as slow as you might assume.

Queen's Way

Despite recent events, this causeway was not named after Kimber. It towers 100-feet above the marsh and is broken in many places.

Slanty Tower

Surrounded by brambles, this tower slants at a precarious angle. Hanging from the crenellations is a large woven basket at the end of a tangle of ropes, the result of a recently crashed balloon.

Inn at the End of the Road

Run by Tsu Harabax, this inn on legs meanders about Hither. According to Tsu, it used to be "talk of Prismeer" when Zybilna was in charge.

Telemy Hill

Sir Talavar says this is a living hill and home to Jingle Jangle, the key-obsessed goblin.

Brigands' Tollway

The base where Agdon Longscarf and his band of brigands are based out of. One needs to go through here to reach Downfall.


This town surrounds Bavlorna's cottage and is run by bullywug aristocrats. Leadership of Downfall often goes through violent change as royalty play at intrigue that mimics larger kingdoms.

Nib's Cave

This is Nib's home in Thither. He weaves piles of gold into trinkets.

Wayward Pool

Lamorna the unicorn was met here as was Zarak the assassin. One was more pleasant than the other.

Little Oak

This treant is home to the Getaway Gang. He is dedicated to the kids and moves about Thither to keep hidden from Skabatha Nightshade.


Skabatha's home inside of a giant fallen oak. This place has everything, redcaps, tin soldiers, children pressed into servitude.

Fey Beacons

Where Prince Alagarthas found his freedom by lighting the beacons with the help of the party and a song to distract the performing perytons.

Lockbury Henge

Home to the clans of korreds, formerly bitter rivals of the Brigganocks. Fond of dancing and playing games.

Brigganock Mine

Brigganocks mine wish stones here. Discarding selfish or ones made with Ill-intent and keeping the good wishes. Molliver came here and was helping the brigganocks in their conflict with the korreds.


The home of Endelyn Moongrave. This is a vast theater in the mountains, powered by the ever present lightning storm.

Rules of Prismeer

Rule of Hospitality

When a friend, an enemy, or a stranger enters your home, you are expected to be gracious and accommodating to them until such time as they prove, by their words or actions, undeserving of such hospitality.

Rule of Ownership

You must not steal from a friend, an enemy, or a stranger. To take something that doesn’t belong to you without the rightful owner’s permission is a crime and an unforgivable breach of etiquette.

Rule of Reciprocity

When a friend, an enemy, or a stranger offers you a gift, you are obliged to accept it and offer something of comparable value (be it a gift or a service) in return. Such reciprocation need not happen immediately.

Eight cats perch atop eight dead attending
Eight lizards flee from eight rats scavenging
Eight toads climbing meet eight dead and falling
Eight snakes sneak under eight bats screaming
Eight eyes open, always dreaming
All on the cauldron that is ever seeming.