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On the eighteenth day since Dorn entered Arden's Mouth, so naively hopeful about the future, the fighter-rogue and his wizard-priest comrade return to Gosterwick. Dorn is grieving and furious at the loss of Exie simultaneously. What he doesn't yet realize is that, in a very real sense, she is still with him.

A farmer on the outskirts of the town sees their weariness and the body that they bear, and provides his mule and wagon so that Exie rolls into the town that she entered on her own two legs on her previous visit.

The two heroes turn their departed friend's body over to the local church clergy, who will prepare it for burial in the large cemetery northeast of the town proper, and who will arrange the eulogy ceremony (altogether, 53 gp).

An hour later, the two men are steaming in a lapiz-lazuli-tiled hot tub in their townhouse, and sipping Arcturian orojiam, a dark, smooth liquor with overtones of cinnamon, honey, and nutmeg.

They talk about various things — what to do with the wealth they've brought with them (about 845 imperials after the bilking they took at the local collector's shop upon selling off trinkets and art items acquired from the beastmen whom The Sovereign transformed into living beings of mycelium and compost). They also have sold Exie's belongings, including a statuette found in her pack that fetched 100 golden imperials.

"What in the world got into you with the Mushroom King? You played him like an Old Prelm bard plays a lute!" Dorn chuckles. Clearly, the liquor is effecting Dorn. And that's not a bad thing right now the wizard-priest thinks.

"Well, I've been talking to a lot of the Thothian priests, and reading whenever I get the chance. And Thalas had been bringing me up to speed on the Mad Wizard — that's Thalas' appellation for, as you called him, the 'Mushroom King'. Thalas holds that the myconid potentate is indeed in some sense a reincarnation of an ancient Thothian priest named Lycandrus. However, why and how did this reincarnation occur in the body of a myconid?"

"Go on," Dorn says.

"Well, this is a name you must never speak, or even think, if we are ever back in the Sovereign's territory. Psilofyr is an ancient god whose portfolio included all mycelial life. Thalas holds that the body is ultimately under Psilofyr's control, not the Sovereign's. Because I was well-versed and just recently well-read in this lore, I was able to leverage that knowledge and manipulate the Sovereign."

"And you did so masterfully," Dorn compliments, chuckling again. "So, it sounds like the [Sovereign][11] is one complicated customer."

"An understatement," Aele rejoins. "In some parts of Arden Vul, he is called The Mad Wizard. His connection to and mastery over the entire fungal forest and all its species does indeed give him what may appear to be wizardly powers. It goes without saying that he is exceedingly dangerous."

"I hadn't noticed," Dorn says sarcastically.

"We may be able to use him, play him, but doing so is dangerous. But if you are intent upon eradicating the beastmen, he could indeed be a very powerful ally."

Dorn sips more liquor. Then, "I am intent, fully resolved. But I won't stop with the beastmen. Arden Vul killed Exie. So now I intend to kill it."

Aele grins. "It's good to have goals."

That first evening back in Gosterwick, the heroes are simply too tired to do anything but bathe, salve their weary minds with liquor, and then enjoy the incredible luxury of a clean bed. On the second evening, they elect to dine at the most affluent establishment in Gosterwick, the Inn of the Stunned Acolyte.

Although Dorn thinks it is coin ill-spent, Aele insists that they first patronize [Creon's Curiosities & Fine Wares][8] on the Street of Silks. Creon, the proprietor, proves every bit as unctuous as the rumors make him out to be. They drop 123 imperials and leave with two sets of expensive finery wrapped in a tough, supposedly waterproof film. Dorn is sure he is developing an ulcer due to such profligacy, but Aele assures him this is necessary.

Next is a visit to The Silver Scale located not far from Creon's shop. There, Torunn the Smith fits both Aele and Dorn for quality chainmail armor. Because Gosterwick is a boom-town catering to adventurers bound for Arden Vul, Torunn has an unusually large supply and variety, and the two heroes leave the shop three hours later each sporting chainmail.

"We should've tried to sell our leathers," Dorn grumps, as they begin the walk back to Warden's Row and their townhouse.

"Yes, but not to Torunn. He would have been insulted. We can sell them at the weekly market. We'll leave them with Manfred at the temple, tell him he can keep 50% of whatever he gets for it as a temple offering."

"I have a better idea," Dorn says. "We donate the old armor to the town watch. Sure it's scuffed, but basically it's still decent armor, and we can make some friends among the local constabulary."

Aele regards his friend. "I do believe I'm starting to rub off on you. That's a smart notion!"

They drop off the donation armor and then head home, but not before selling off the potion of hill giant strength for 90 imperials. Once again, Dorn agonizes but Aele says, "We don't need it. We need gold. We have places to go, people to influence, Thrangir."

Their final stop is the offices of the local thesmothete, Theodora Komnene, where they pay taxes on their recent townhouse purchase, a ridiculous — to Dorn's mind, at least — 270 imperials! They sign the document Thrangir of Belaphas and Zorael of Archontos.

That evening, dressed in their new finery from Creon's shop, they dine at the upscale Inn of the Stunned Acolyte, where it turns out Aele has arranged for them to share a glass of wine with Aedelwine the Fair, Logothete of the Private House, who comes to understand just how 'terribly pleased' the two adventurers are with their new townhouse and how indebted to such figures as Aedelwine who 'selflessly pursue the common good and the economic fortitude of (get this: Aele uses the imperial name for Gosterwick) Vetucaster.' Successfully Groomed a Relationship. Tracker moves from strangers to acquaintances.

The heroes stay three days in Gosterwick. They have a small, quiet eulogy for burial for Surret of Arcturus. The priest of the local temple of Cromm-Thoth shakes Aele's hand afterward. "Well, Zorael, I am sorry for your loss. I hope that you and Thrangir are successful in your merchant ventures," he says, for the benefit of two acolytes who are listening.

Also during the three days, Aele/Zorael finds time to pray and meditate. With the Heart-Seed Scarab in his possession, he is able to learn a second ritual. This one is known as Thoth's Balm.

On day 3, Dorn says, "Finally! We need to get back to death and mayhem in the dungeon before you completely reduce me to poverty..."

In Shadowdim, heroes roll with Advantage when rolling for additional hit points upon level-ups. In going from level 2 to 3, Dorn rolled a 7 and a 10. Nice! Multiple perks for attaining level 3. He boosts STR to 18, saving throws improve, BAB improves, Dorn takes Defensive Knack, and see the result of Exie's passing.

Here's a snapshot of Dorn upon attaining Level 03:

PC	Level	Gestalt	Hp	Ac	Surges	Primary
[Dorn][1]	3	Fgt-Thf	34	20[21 wield]	0	+1 Longsword +8 hit (1d8+7)
Dorn	Saves	Poi 12(10)	Bre 15(14)	Poly 11	Spe 12	MagIt 13
Dorn	Equip	Chainmail	Shortbow	Longsword +1	knife	lantern
Dorn	Knacks	Fleet	Great Strike	Defensive	(none)	(none)
Dorn	Skills	Stealth x 2	Intimidate x 2	Fence x 2	(none)	(none)
Dorn	Init 3(4 via Fleet)	-	-	-	-	-

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Aele in advancing from level 02 to 03 raises Con to 18, immediately granting 2 more hp (17 -> 19). Rolled additional hit points with Advantage, getting 3 & 5 (takes the 5 and adds 3 for 8 (19 -> 27)). No changes in BAB or Saving Throws. Aele takes Savant as 3rd level Knack. His heals and holy fires now do 2d10 (yes, I should have been using 2d8 instead of 2d6). Respect! The additional hitpoints help.

Here is his level 03 snapshot:

PC	Level	Gestalt	Hp	Ac	Surges	Primary
Aele	3	Wiz-Prst	27	17	3	Mace +1 hit/dmg
Aele	Saves	Poi 14(12)	Bre 15	Poly 13(11)	Spe 12	MagIt 11(9)
Aele	Equip	Chainmail	mace	torches	flasks of oil	buckler
Aele	Knacks	Tough	Adept	Savant	(none)	(none)
Aele	Skills	Cooking	Forgotten Lore	Social	(none)	(none)
Aele	Init 1	-	-	-	-	-
Aele	Known Rituals: 1	Thoth's Comfort	Thoth's Balm	-	-	-

This level-up and Downtime are brought to you by The Annals of the Simple Solo Roleplayer.

Downtime occurs when heroes are in a hospitable environment for a week or longer. Hospital environments can include towns, temples, or other locations in which they are relatively safe and comfortable. The following are some of the things that heroes can do during downtime. Not every downtime location may cater to every single one of the following:

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Build An Institution: When the players decide to build an institution, the GM creates an institution tracker. If the players are bolstering an already existing institution, then the GM decides which step on the tracker it currently occupies. The GM should also take this opportunity to develop some quick notes on the institutional scene as it exists, jotting down a few lines about rival institutions. The player and GM should agree on the fictional and mechanical advantages for moving up the track based on what the institution is and how much of a stake the character has in it.

Benefits:

• goods and services available through the institution free of charge
• may aid in rolls to build relationships
• may entitle you to profit sharing
• may aid in rolls to gather intelligence

Institution Track:

Rank	GP Investment
Inconsequential	500
Minor	1000
Middling	2500
Major	5000
Influential	10,000
Infamous	25,000
Legendary	N/A

• Roll to Progress on the Track: 2d6 + modifier
• Modifier normally +0

• Can make modifier +1 if spending 150%, or +2 if 200%

  Result of 2d6 + modifier roll:

  Total	Meaning
  < 7	The institution tracker does not advance. If it is a new institution, it fails to take hold
  7-9	Growing Pains: The institution tracker advances one step but is subject to growing pains
  10+	Growth: The institution tracker advances one step

Growing Pains (1d10)

1. Envy! Less successful rivals resent the newfound success of the institution. They begin circulating unsavory rumors about the institution that threaten to undermine the whole operation. Something must be done to bolster the institution’s reputation in the next 3 downtimes or it will lose its newfound gains, falling one step on the institution tracker.

2. Competition! New peer rivals step up the competition, ruthlessly cutting prices or stealing current patrons, in an effort to strangle the upstart. Something must be done to overcome this problem in the next 3 downtimes or it will lose its newfound gains, falling one step on the institution tracker.

3. Emulation! The sudden rise of the institution has led to rampant emulation. Whatever your institution’s thing is, suddenly everyone is doing that thing, in the most aggravating way possible. Unless the institution somehow distinguishes itself in the next 3 downtimes, it will lose its newfound gains, falling one step on the institution tracker.

4. Puritanical Opprobrium! The rising institution has been chosen as an example of the rot within society by some zealous sect, grasping politician, self-righteous reformer, or two-bit orator. There are rising protests, speeches, or boycotts against the institutions. Something must be done in the next two downtimes or it will lose its newfound gains, falling one step on the institution tracker.

5. Shortage! Owing to its recent success, something necessary for growth of the institution is now in short supply. Whatever is in short supply will have to be provided in the next 2 downtimes or the institution will lose its newfound gains, falling one step on the institution tracker.

6. Blackmail! A NPC or faction blackmails the character, threatening the institution to try to get the character to do something for them. If the action is not performed by the end of the next downtime, the institution will lose its newfound gains, falling one step on the institution tracker.

7. Sabotage! Peer rivals engage in some act of sabotage to ruin their new competitor, e.g., arson, spoiling or poisoning supplies, sneaking a giant spider in the basement, or cursing customers. Something must be done to overcome this problem by the end of the next downtime or it will lose its newfound gains, falling one step on the institution tracker.

8. Unwanted Legal Attention! The growth of the institution attracts the attention of the authorities, who busy themselves with inspections, assessing fees, and so on. To acquire the necessary licenses, the PCs must pay the level of the institution x 300 GP by the next downtime (or find some other solution) or have the institution shuttered.

9. Unwanted Criminal Attention! A criminal outfit notices the success of the institution and decides to shake it down in some aggravating and ongoing way. The character must pay the current institutional level x 100 GP per downtime until the criminal problem is resolved or it will fall one step on the institution tracker for each missed payment.

10. A Dangerous Offer! An institution of one rank higher offers an alliance with the upstart. Accepting means accruing the even more powerful enemies of this institution who will react on the next downtime. Declining means that the higher ranked institution will seek revenge in the near future.

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Carousing/Revelry: Revelry is a downtime action in which a character flush with gold spends it on wild revelries, whether a feast lasting many nights, raucous tavern crawl, or the extended use of mind-altering substances. The player describes where and with whom their character intends to share their revelry keeping in mind that it must involve the expenditure of large sums. The character spends up to Level x 2d4 x 50 GP. This excess provides a rich and memorable experiences.

They roll 2d6 adding a base modifier equal to their constitution modifier.

Result	Meaning
<7	Some Regrets: Receive 1 XP per GP spent but roll on the Revelry Mishaps table
7-9	Wild Experience: Receive 1 XP per GP spent
10+	Something to Remember: Receive 1 XP per GP spent and roll on the Revelry Boons table

Revelry Mishaps (1d8)

1. Hangover! The player suffers –1 on all physical actions next session. The player should describe the hangover and their character’s appearance at the start of the session.

2. Brawl! The character starts the next session 1d4 HP below maximum (min. 1). The player will collaborate with the GM to say who the fight was with and how it ensued.

3. Lost Possession! The player should dice randomly to see which item from their character sheet they lost. If it is an important item, the GM will determine who has it. The character may use the Gather Information downtime action to reveal this information. An adventure or confrontation will usually be required to recover it.

4. Acting the Fool! The player should describe the embarrassing public episode that led to their character’s new bad reputation. They receive –1 on all reaction rolls and attempts to cultivate relationships in the area. This condition can only be removed by succeeding at an adventure that cultivates their renown in the area.

5. Secret Divulged! The character lets slip something crucial they shouldn’t have, like the location of a dungeon, or the possession of a magical weapon. This will come back to haunt them. The player and GM may collaborate on the secret revealed and the GM will decide who has heard, placing the information in the hands of a rival, or the authorities, or creating a rival adventuring party.

6. Offense Given! Either lose 1 tick on a relationship clock or acquire a new rival. The player will narrate who is offended and how in collaboration with the GM.

7. Financial Loss! The character failed at gambling, or made a very imprudent investment, or was conned. The player will narrate this loss in collaboration with the GM. They lose Level x 1d4 x 50 additional GP with no additional XP gain. If they cannot pay, they are now in debt to unsavory characters who will blackmail the character into going on adventures or performing other services for them.

8. Illness! The character has acquired some long-term illness from their revels, whether a parasite from street food, a sexually transmitted disease, or an allergic reaction. The effect should be mild but real. Examples might include needing to eat double rations (for a parasite) or a 1 in 6 chance each session of fevers giving a –1 on all rolls (disease). The cure will usually require an adventure to locate the necessary elements of the cure (rare salts, curative springs, etc).

Revelry Boons (1d8)

1. Magical Night! After a magical night, the character feels like they’re still walking on water. They may take +4 on saving throws for the next session.

2. Carousing Patron! The drinks were freeing flowing over the course of the night, but many of the expenses were covered by a drinking companion. The character retains half the GP spent on carousing but takes the full XP reward.

3. Experience of a Lifetime! The character will never forget this night. The player should share with the group one memory or image or scene from the evening that their character will carry with them forever. They acquire an additional 50% experience bonus from their carousing expenditure.

4. Drinking Friends or Romance! The character shared some special times with an old friend or made a new one. Increase the character’s relationship tracker by one step with this person. The player may pick the NPC, or if it’s a new friend make a proposal to the GM and open a tracker at the acquaintance level.

5. Golden Opportunity! During their revels, the character finds a unique opportunity to set back the interests of a rival by going on an adventure. If the character has no rivals, treat this as the following result.

6. Secret Information! While under the influence, someone lets slip a secret of some significance. The GM should provide the player with real actionable intelligence, ideally in the form of an adventure hook, or at the least something very amusing (and potentially compromising) about a known NPC.

7. Business Prospects! During the revelries, the character is presented with a one-time opportunity to found a new institution. They may pay half price in the next downtime to Build an Institution and take +1 on the roll.

8. Living Legend! It was legendary night, and the character did something amazing that the player may narrate. What the character did is now the talk of the town: receive +1 to reaction rolls and cultivating relationships in the region until their reputation changes.

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Keeping In Form (Combat Sparring)

Anyone may spend a downtime practicing at arms. The player must choose a weapon type (sword, knife, bow, etc) with which their character practices. They roll 2d6. Although any class may keep in form, only fighters (or fighter sub-classes) receive a base modifier equal to 1/3 their level rounded up. Situational modifiers are granted for having a training partner. If the character is assisted by another player character as a training partner, both may take the downtime action adding +1 to their roll.

Result	Meaning
<7	A little rusty. Pick one: +1 to hit, +1 to damage, –1 AC (melee) or +10 ft range (missile) until the next downtime.
7-9	In Good Form: Pick two from the above list.
10+	In Top Form: Pick three from the above list

Wizard-Priest Equivalents of Staying In Form:

• +2 to all saving throws of a particular sort (Poly, Breath, etc.)
• +1 to all saving throws
• +1 to any rolled Surges
• +1 to turn/destroy undead
• +1 bonus to AC