of Noph's face and stared at him for a long moment; he froze, wide-eyed, gaping back at it. The bony visage lingered a bit longer, then moved on to Harloon and calmly inspected each member of the party.

At last, its scrutiny fell upon Kern. It wafted up and down his body, pausing to stare at his holy warhammer for a long time before drifting before his face.

The pale jaw began to move, and they all heard a whispering voice. 'This is a safe haven to all traders and customers,' the death's-head told them. 'Keep thy unwelcome weapons and thy uncivil tongues sheathed lest ye suffer my misery for all eternity.'

Kern reacted without thinking. He reached out, placed his palm over the slimy dome of the skull, and invoked his divine healing powers. 'Rest ancient one,' he intoned solemnly. The skull sighed with pleasure, crumbled to dust, and fluttered into the dark waters below.

'Kern, no!' cried Aleena. Before the echo of her alarm bounced off the cavern walls, the water around them began to bubble frenetically. Hundreds of skulls boiled to the surface and surrounded the boat, just out of arm's reach. Their eyeless sockets trained upon the heroes, stared balefully, and their whispering voices spoke in unison.

'Tis forbidden to interfere with the watchers in the waters,' came the chilling tones. 'Now thou shalt perform a service or pay with thy lives. Each must lend aid to a zombie of Skullport before leaving.'

'Not likely!' Harloon retorted. Able blanched.

'Oh yes you will!' said Aleena as she moved to the tiller and steered their vessel for the docks. 'You don't understand the nature of this port. If the skulls make a demand, you must obey or shadow monsters make you obey.'

'We can deal with such creatures,' scoffed Kern.

'But even if you beat them, more appear, and they keep on coming. Sooner or later, they'll get to you. And we're in hurry, remember?'

The warriors snorted derisively, all but Trandon. Aleena looked angrily at Miltiades. 'Look, this part of Faerun is my turf. I know the rules, and you promised to follow them! This is what we're going to do: We'll dock and spread out. As long as you don't make trouble, no one will bother you, and no one's going to make trouble, right?'

The men nodded grudgingly. Harloon looked at Noph and said, 'You stick with me.' Noph grinned and nodded eagerly.

'And be very careful, Noph!'

The boy beamed and answered, 'You, too, fair lady!' His voice cracked slightly. Jacob and Trandon exchanged grins.

'This won't be tough as long as you don't make it so,' continued Aleena. 'There are hundreds of zombies performing menial tasks in this city. Find one and help it. If the thing is carrying something, take it and follow the zombie to its destination-whatever you need to do to be of service. Got it?'

Miltiades grimaced at the city and nodded curtly. 'It will be done.' The entire group nodded reluctantly. Able looked toward the docks with profound sadness in his eyes. 'So many lost souls,' he murmured to himself

'We will help as many zombies as we can, eh Able?' the plated paladin said with a grim smile.

'Just help one and get back here as soon as possible, without causing any trouble!' snapped Aleena. 'If you're not back in an hour, we'll assume that you couldn't restrain yourself and give you up for dead, and we'll move on.'

The boat hit the dock, and Noph and Harloon tied it up while the others entered the deadly depths of Skullport. As they dispersed, a group of shadowy figures trailed after them.

Kern could have kicked himself as he stalked the dockside streets. It wasn't the requirement to serve a zombie that galled him so much as his promise not to cause any trouble. As he paced the alleys, he was amazed at the evil and horror, everywhere he looked. Pale-skinned vampires walked the streets and ordered skeletons about while octopus-headed mind flayers consorted casually with black-robed wizards! Of course, no paladin could singlehandedly destroy all of the evil, but it would have been glorious to try. For better or worse, he concluded grouchily, there was simply no time for it.

'There's my zombie in need,' he muttered, noting a group of four long-dead sailors who dragged large gray bags along the boardwalk. A juju zombie led them, waving a dark wand. The young paladin slipped ahead of the shuffling undead and hid in a blind alley. When the juju rounded the corner, the paladin slapped the wand from its desiccated hand.

'Aaaa, what have you done?' groaned the master zombie. The four zombies quickened their pace and stumbled into the alley, followed closely by the juju zombie. In the relative privacy of that dark cove, Kern lifted his hand in blessing. 'I shall help you,' he whispered. 'In Tyr's name you will all become dust, and be freed from your undead suffering.'

In all Miltiades's years of existence, both as a man and a death knight, he'd never seen anything as depraved as Skullport! Undead shambled everywhere, making his skin crawl with disgust. Ghosts walked side by side with necromancers, fighters lustily offered their swords to any who would pay gold, no matter what the job, and ordinary humans walked quickly, with heads bowed and fear in their eyes. The ancient paladin followed a main street into the heart of the cave city, keeping to the plentiful shadows. In an open square, he discovered slaves for sale on massive blocks, beholders arranging to hire mercenary bands, and even a pair of baatezu fiends gathered in a dark tryst.

He closed his eyes and prayed to Tyr for guidance, and in answer, his oath to Aleena rang in his ears. Shaking his head regretfully, he spotted a large sign that read 'Zombys 4 sal.' Miltiades passed through the door beside the sign and looked about in revulsion. There were dozens of undead, including women and children, dead dwarves, dead elves, and many, many dead sailors, all in various stages of decay. They stood immobile against the walls of the large room, panelled over with rotting planks of knotty pine. The ones closest to him began to slowly crumble into dust in the glow of his holy shield but they made no move. Each held a tag in hand, listing its price in gold pieces.

'Whoa! You're a little lost, aren't you?' remarked a skeletal warrior, approaching from behind a rack filled with dark wands and coming to an abrupt halt ten feet from the holy warrior. 'Would you mind stepping outside? You're dissolving the merchandise!'

'I am here to help,' offered Miltiades.

'I said leave!' snarled the undead fighter, jerkily unsheathing a rusted sword and cocking his arm to slash at the knight. Miltiades parried the blow easily with his shield and unhooked his hammer from his belt in the same motion. As the skeleton drew back to swing again, the mallet swept upward and connected with the bony jaw, sending it spinning through the air to shatter against the wall. The monster staggered back a step and caught itself, but Miltiades followed closely and pressed his holy symbol into its chest plate, crying, 'In Tyr's holy name, rest ancient warrior!'

A pile of dust plopped to the floor and puffed up in a cloud where the skeleton stood. Miltiades walked about the perimeter of the warehouse, disintegrating zombie after zombie, helping in the only way he knew how, by sending them to their final rest. A few minutes later, he exited with tears in his eyes. He'd accomplished Tyr's work that day.

'Undead everywhere! By Tyr, how can this be?'

Able shivered and pressed himself against a tavern wall on the streets of Skullport. Sweat beaded on his brow and dripped into his bulging eyes, burning them at the corners. His breath caught in short heaves and gasps. He gaped fearfully from side to side.

Shame welled in his heart, for facing undead was the last thing he wanted. The last time he had attempted to put the fear of his god into the walking dead, they had nearly killed him, ignoring his holy symbol in favor of his throat. Now, as he stood in the shadows and trembled, it wasn't the fear of death that terrified him, it was the fear that he no longer even possessed the power to repel evil.

'Am I lost to Tyr, or is He lost to me?' he wondered.

Zombies and skeletons wobbled by in droves. Overhead, several levels of catwalks rattled with the stilted footfall of dozens more. Across the way, a vampire hissed and berated a skeletal warrior for its insolence.

'All-powerful Tyr, how could you even allow a place like this to exist?' lamented the cleric.

The vampire noticed Able and peered suspiciously at him. The cleric immediately stood erect, positioning himself for a confrontation without yet drawing weapon or holy symbol. He stared back at the creature defiantly, but

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