The Twilight Empire

the twilight empire



The Twilight Empire is the epitome of organized crime: secretive, brutal, efficient, and with eyes and ears everywhere. It runs hundreds of thieves guilds on dozens of worlds. Of all the organizations presented in Planar Factions, the Twilight Empire may be the most appropriate for a long-running adversary to the PCs. It holds grudges, it can strike from absolutely anywhere, and it has a hidden agenda against which the PCs may find themselves standing without even realizing it.


Size: Huge (201–500 members); this includes actual members of the Twilight Empire only, not members of its subsidiary guilds

Alignment and Purpose: NE; to amass wealth through illicit and illegal activities; to gain influence over every major thieves’ guild and criminal organization on every world they can access; to assemble the greatest and most skilled cadre of thieves ever seen in the multi- verse for nefarious purposes.

Approximate Class Breakdown: Rogue 40%, Fighter 15%, Assassin 10%, Bard 10%, Shadowdancer 10%, Sorcerer 5%, Wizard 5%, Other 5%

Resources: The Twilight Empire is exceedingly wealthy, both in terms of its own coffers and the influence it has with other rich criminal organizations. They can locate and “acquire” almost any item they need, and can easily afford to buy almost anything they cannot gain any other way (though paying is always a last resort).

Central Headquarters: The Twilight Empire operates from the Shapeless Manor, a complex of rooms and hallways mystically carved out of the shadow-stuff of the Plane of Shadow, with entrances from the Ethereal and various material planes.

Known Enemies: While an uncountable number of local law enforcement and governmental agencies work against the various guilds


the twilight empire

that answer to the Twilight Empire, few agencies know of the Twilight Empire itself.


At first glance, the Twilight Empire — despite its great success and its multi-planar nature — has little to distinguish it from other similar criminal organizations. Led by a guildmaster known as Grandfather (or Grandmother), it seems to operate like all such guilds. Its members smuggle, steal, fence, forge, extort and otherwise engage in various illicit activities for profit. Yes, they do so on multiple worlds, and yes, they pull the strings of many smaller organizations in a web of organized crime, but that doesn’t really change the nature of the organization, does it?

What many of its own members do not know is that Grandfather and the Kith (as his advisors and lieutenants are known) have secrets and objectives that go far beyond the creation of a successful criminal organization.


The first Grandfather was a halfling by the name of Arbis Bindlewite, the patriarch of an extended family of thieves, forgers and conmen (conhalflings?). Having discovered that the nearby human communities had not yet developed the concept of guilds, Bindlewite and his relatives took it upon themselves to organize their own. Knowing that humans would not likely take the halflings seriously as masters and employers, Bindlewite told potential members that he represented a much larger — and, at the time, wholly fictional — organization called the Twilight Empire. Under the guise of an “emissary” from that group, he consolidated many human criminals under his leadership, fencing their spoils and granting them access to materials, information, allies, protection and legal aid in exchange for 40 percent of their

earnings. The experiment worked so well that Bindlewite eventually expanded his operations to other cities, until the “Twilight Empire” had thieves’ guilds in almost every major human city on the continent.

Although he was the leader of a criminal family, Bindlewite himself was not much of a thief. He was, however, a wizard of no small power

— a small portion of the Bindlewite family had always pursued the arcane arts — and it took him little time to decide that branching out into multiple worlds would prove immensely profitable. Along with his magically inclined relatives, and the small but growing number of spellcasting members of his various guilds, the first Grandfather set about construction of a central headquarters for the guild on the Plane of Shadow. From the so-called Shapeless Manor, Bindlewite could access an infinite number of material planes. The spellcasters also experimented with various means of planar travel, in hopes of allowing individual operatives to cross the boundaries between worlds. Arbis and his allies achieved sufficient success that the Twilight Empire, now based in the Shapeless Manor, was able to expand to several other planes. It established thieves’ guilds wherever it went, making use of its multi-planar nature to enhance their profitability.

Generations passed thus, and the Twilight Empire came across worlds that already had extant thieves’ guilds. (To this date, they maintain that the concept for these organizations must have traveled from worlds they had already visited, as opposed to being independent creations.) Where possible, they made alliances with those organizations, offering their magics and services in exchange for a percentage of profits and control. Should a guild refuse, the Twilight Empire often set out to destroy it, though some were too powerful to easily dispose of.


the twilight empire

And this might have been the culmination of the Twilight Empire — a rich and powerful but ultimately unimportant multi-planar organization — if not for the coming of Jarros Krubeck. A thief, assassin and divine spellcaster, Krubeck’s varied talents and complete lack of scruples allowed him to rise quickly through the Empire’s ranks, and he was a valued member of the Kith (the Grandfather’s lieutenants and advisory council) less than a decade after joining the guild. When the leader of the time, Grandmother Deerul Bindlewite, died under mysterious circumstances, Krubeck made his bid for leadership. In a near contest, the Kith voted him into power (out of fear, some maintain), making Krubeck the first Grandfather not related by blood to the Bindlewite family.

It was Krubeck who instituted the Twilight Empire’s ulterior motive, granting the organization a purpose beyond the “mere” accumulation of wealth and power. The Kith were shocked at the very suggestion, but by then Krubeck wielded too much power to be easily refused. Thus, though it took a secondary priority to their normal operations, the Empire made efforts to locate and observe the most skilled members of their subsidiary guilds across the worlds, compiling a list of the best of the best. See below for more on the Twilight Empire’s true objectives.

Since that time, the Twilight Empire has grown many times over. It claims around 400 actual members (perhaps five percent of which form the Kith), and dozens of times that number in the various guilds the Twilight Empire either controls, influences, or from which they receive tribute. It is an organization of thieves so large and so skilled as to make even the gods glance behind them to ensure their goods are all still in place.

Which may actually have been the point of it all…

Innovations in Lawbreaking

The Twilight Empire has always maintained that it was the first thieves’ guild, and that it introduced the very concept to the multiverse. Such a claim is impossible to prove, and rather unlikely — Arbis Bindlewite was almost certainly not the first to conceive of such an organization. It is certifiably true, however, that the Twilight Empire introduced the concept to a number of worlds which might not have developed such groups without their interference.

An equally arrogant, but somewhat more plausible, claim made by the Twilight Empire is that it was they who first developed the skills of the shadowdancer. Supposedly created back when Arbis and his fellow wizards were experimenting with various means of crossing the planes, the shadowdancer is the perfect combination of felonious and arcane skill, allowing a thief to enter, and escape from, almost any location. Again, this claim cannot be verified, but the shadowdancer certainly fits the bill for the sort of thing Bindlewite and his companions were striving for.


Like any successful criminal organization, the Twilight Empire has multiple levels of operation, and multiple arenas of activity. The organization has three different types of personnel: members of subsidiary organizations, who aren’t really members (or necessarily even aware) of the Twilight Empire; operatives of the Twilight Empire, who serve the Kith directly; and the Kith themselves, who run the Twilight Empire as a ruling council.

The Twilight Empire has enough different irons in the fire to keep them all quite busy.


the twilight empire

Traditional Felonies

The Twilight Empire could hardly claim its place (earned or not) as the father of all thieves’ guilds if it didn’t have thieves. Almost every conceivable illegal activity (with one notable exception) finds its place in the organization’s schedule. All manner of thieves, from cat burglars to highwaymen to pickpockets to smash-and-grab artists, work for and answer to the Kith. So long as the thieves obey the rules of the organization, they are permitted, for the most part, to pick and choose their own targets.

Of course, larceny of various sorts is far from the only crime the organization undertakes. They smuggle goods, not only from country to country but even from world to world. They extort shopkeepers and blackmail rich merchants. They spy on kingdoms, organizations and powerful individuals and sell the information to anyone willing to pay. They forge any document or work of art, for the right price. They are involved in prostitution, from high- class brothels to two-copper streetwalkers. They run gambling dens, and even street-corner cons. They buy and sell just about anything available on the black or gray markets. They fence stolen goods; in fact, one of the greatest services they offer their members is the opportunity to fence their take on a different world than that on which it was stolen, ensuring that law-enforcement cannot track it. The same technique makes it impossible for rescuers to recover kidnap victims, who may be held for ransom or sold into slavery. In fact, the cross-world slave trade is an extremely profitable venture for the Twilight Empire. Their abilities at planar travel are also of great use in hiding fugitives, either their own members who have run afoul of the law, or anyone who wishes to disappear and is willing to pay a hefty price to do so.

The one activity the Twilight Empire does not partake in is hired assassination. They certain

ly have plenty of trained and cold-blooded killers in the organization, and they have no objection to committing murder if necessary to remove a threat or an obstacle to the group. Uncooperative politicians, city guard captains, criminal rivals, unfortunate witnesses — all these and more are viable targets for the Twilight Empire’s enforcers. But they will not agree to kill someone as a service to others, no matter the price offered. The Twilight Empire doesn’t force those guilds it controls or oversees to abide by this restriction, but any member of the Empire itself found violating this prohibition is executed immediately. Killing in defense or to protect the organization is fine; killing for pay isn’t.

Operatives who question this policy are told simply that this is the order of the Grandfather and the Kith, who are abiding by ancient traditions.

Of course, while they won’t kill for profit, the Twilight Empire still has a number of enforcers, ranging from stealthy assassins to brutish fighters to mages skilled in death magics, at its beck and call. As mentioned above, many sorts of people, from witnesses to government officials, might prove dangerous to the Twilight Empire, and they are not slow at all in eliminating such obstacles. The enforcers also track down and punish those members of the Twilight Empire who violate the rules and then attempt to flee from “justice.”

Subsidiary Guilds

Whether created by the Twilight Empire or merely approached by them after the fact, hundreds of thieves’ guilds and criminal organizations across a variety of worlds have thrown in their lot with the Grandfather and the Kith. Each case is unique, but in general terms, the Twilight Empire has three informal levels of interaction with, and control over, its subsidiary guilds.


the twilight empire

Direct Management

Those guilds the organization manages directly are, in almost every way that matters, part of the Twilight Empire itself. The guildmaster is a member of the Twilight Empire, or at least answers directly to one of the Kith. A member guild must follow the same rules as an individual; that is, the organization must pay a percentage of its profits on a regular basis, in exchange for instant access to any of the Twilight Empire’s resources. These directly managed guilds account for the majority of the Twilight Empire’s profits.

Contracted Guilds

A contracted guild has a standing arrangement with the Twilight Empire for use of its resources on a case-by-case basis. The guild must pay a percentage of its profits to the Empire, but a far smaller proportion than if they were under direct control — usually somewhere in the neighborhood of 10 percent. This “gratuity” ensures that the Twilight Empire always responds if the guild requests their assistance, but the guild must pay a hefty additional fee each time they take advantage of one of the Empire’s services. In essence, direct management is a flat usage fee, where contracted interaction is pay-for-use.

The Twilight Empire doesn’t have as much pull with a contracted guild as it does with those it manages directly, but they hold sufficient influence that any whispers in the ears of the guildmasters are usually heeded.

Piecemeal Association

In some cases, a specific guild isn’t connected with the Twilight Empire in any official, organization-wide capacity, but a number of its people are also members of the Twilight Empire. While the Twilight Empire often attempts to destroy guilds who spurn its offers of association, this isn’t a universal rule. In some cases, a guild may be too powerful to

take on directly, or the Twilight Empire might decide the other organization is successful enough that merely incorporating some of its members might prove useful. The Twilight Empire also uses this method to infiltrate and learn about a guild before approaching it with an offer of more formal cooperation. In either case, the Twilight Empire grants those individuals who choose to pay service to both organizations something of a break on their dues, since they otherwise could not afford to be a part of both groups. These people are told in no uncertain terms, however, that their ultimate loyalty must be to the Twilight Empire, not their previous guild, and anyone who violates that trust is dealt with in the harshest manner possible.

Customs and Practices

For the most part, the Twilight Empire operates, internally and externally, like any other powerful thieves’ guild. Their members are taught and required to use a complex system of subtle hand signals, code phrases, and other means of identifying one another and passing along critical but sensitive information within earshot or sight of others. Those who cannot both convey and understand information presented in this manner are unlikely to acquire any real position of authority, or receive any important jobs.

Although it is not a hard and fast requirement on minor jobs (picking pockets, street-corner con games, and the like), it is expected that any member check with his superior before embarking on a major operation. Breaking into the house of the richest man in town, selling state secrets, blackmailing a high priest — all of these can be quite profitable, but also dangerous. The organization prefers to take a bit of time to ensure that the victims of such crimes won’t prove dangerous later on. Additionally, the Twilight Empire and its subsidiaries often run protection rackets, and a


the twilight empire

customer who is robbed after paying protection money is not likely to pay again. As such, a thief who doesn’t bother to get approval from above before robbing or otherwise harming a target risks finding himself in very hot water (possibly literally) if it turns out the mark was protected or off-limits.

The Twilight Empire doesn’t have any hard and fast customs beyond these; any requirements are spelled out in the laws, and anything that’s not a law isn’t usually worth bothering with. They do not hold ceremonies or rituals as a rule, preferring efficiency and profit over protocol or ceremony.

Strictures and Requirements

The Twilight Empire may not much care for the laws of the various realms in which it operates, but it takes a much dimmer view of those who would violate its own statutes. The Twilight Codex, as its system of laws is called, is inflexible.

• Obey the Grandfather and the Kith in all things. They are the leaders of the Twilight Empire, and they know better than you why things are done as they are. • Keep the Twilight Empire secret. If you are authorized to speak of it to outsiders, you may do so. Otherwise, revealing even a single facet of the organization to another — especially to law enforcement — is a capital offense. • You will pay what you owe. Most members of the Twilight Empire are required to pay guild dues of 40 percent of their earnings on any and every job. (Some members, such as those who are parts of otherwise independent guilds, may pay less.) Those guilds that are directly managed subsidiaries of the Twilight Empire must also pay an average of 40 percent of their income, whereas those who are merely contracted pay around 10 percent. Individuals must pay monthly; subsidiary guilds twice yearly. The Kith use mundane spies, informers within the organization, and magical means to keep track of their brethren’s activities. Some thieves get away with underreporting their take, but any who are caught are dealt with harshly.

• Protect your brethren. One of the primary benefits that members purchase with their 40 percent is help and protection. Any member of the Twilight Empire can seek sanctuary in any of the guild’s headquarters, properties or front organizations. They can expect room and simple board for as long as they require; assistance in escaping the law or other pursuers; legal assistance if they can’t escape; the loan of specialized equipment for specific jobs; easy access to fences, forgers, moneylenders, thugs and the rest of crime’s supporting cast; and any other reasonable necessity of larcenous living. Since the Twilight Empire draws on the resources of multiple worlds, and uses planar travel to aid fugitives in escaping, few problems exist that they cannot readily solve for their members. Along these lines, any member of the Twilight Empire is expected to do everything within reason to aid another member who seeks assistance. Members aren’t required to put their own lives on the line, nor to impoverish themselves for the sake of another, but they must otherwise assist to the best of their abilities. • You will kill only to protect yourself or the organization. Assassination for hire is forbidden under any circumstances, no matter how tantalizing the proffered fee may sound. Holding back on a debt to the organization is punished by a combination of fines — equal to at least twice the original debt owed — and a severe lashing administered in front of other local members. Anyone who breaks one of the other laws, or holds back from the Twilight


the twilight empire

Empire more than once, is executed in any manner of painful ways.

The Twilight Empire’s procedure for acquiring new members is simple: Don’t find us, we’ll find you. The agents who keep an eye on the members of the various subsidiary guilds are not just looking for those who fit the parameters of Krubeck’s project, but also for anyone who would be an asset to the Twilight Empire itself. The potential member must not only be skilled or otherwise useful, the Kith must also have a fairly good idea in advance that he’ll say yes to their invitation, since anyone who refuses is slain outright.

That said, some very few members did join the Twilight Empire of their own accord, rather than being asked. Secretive as the organization is, the Kith believe that anyone who learns of the Twilight Empire’s existence, and actually uncovers enough about them to find one of their headquarters (or even the Shapeless Manor) has proven himself sufficiently skilled. If he appears well-suited to the organization in terms of personality as well, he’ll be invited to join. If not, well, the Twilight Empire can’t have people who know so much about it just running about the multiverse, can they?

Influence and Outside Connections

The Twilight Empire sits in the center of an enormous web of connections and influence that spans dozens of worlds. Few major criminal organizations and thieves’ guilds in the multiverse are completely free of their influence, though some are more strongly tied to it than others. All these groups funnel money, goods, services, personnel and information to the Grandfather and the Kith, and many take orders — or at least “suggestions” — from them in turn. The influence of the Twilight Empire is thus substantial, not only in the underground of many nations, but in more public domains as well. After all, many politi

cians dabble in crime or at least take bribes, many city guardsmen are corrupt, and almost anyone can be intimidated if sufficient force is applied. As of yet, the Twilight Empire has felt no real need to flex any of its muscles beyond the criminal element — the Kith have no interest in steering the course of governments, with the exception of squelching the occasional legislative proposal — but the ability exists if they choose to exercise it.

Of the other major interplanar organizations, only the Obsidian League has any inkling that the Twilight Empire exists. In all their mercantile endeavors on various worlds, they cannot help but notice that certain seemingly separate thieves’ guilds act in a similar manner to one another, sharing goals and methods and using related magics. The League doesn’t know any details of the Twilight Empire — not even its name — but they have concluded that a multi-planar organized criminal syndicate of some sort definitely exists. To date, they have made no effort toward doing anything about it (what could they really do, anyway?), and the Twilight Empire doesn’t yet view them as a threat. Besides, if the Twilight Empire tried to destroy the Obsidian League, they’d be slitting their own wrist on many worlds; if the League fails, many of its related merchants and guilds fail, and that means a blow to the economy and less for the Twilight Empire to steal.


Boots of Shadow Jumping

These boots grant the wearer the shadow jump ability, as a 4th-level shadowdancer (20 feet per day). If the wearer already has this ability, these boots double her daily allotment.

Minor conjuration; CL 7th; Craft Wondrous Item, dimension door; Price 7,500; Weight 1 lb.


the twilight empire

Greater Gloves of Storing

These are identical to normal gloves of storing, save that they may hold two items rather than one. The total weight may not exceed 30 pounds at any given time. The wielder may swap out items instantly; that is, if the wielder is carrying a torch in his hand, and has a sword stored in the glove, he may cause the sword to replace the torch with a single clench of his fist (a free action that can be performed once per round).

Moderate transmutation; CL 7th; Craft Wondrous Item, shrink item; Price 15,000 gp.

Phantom Lock Picks

With these tools, anyone with ranks in Open Lock may attempt to open a lock from a great distance. The picks, which are masterwork, add a +2 nonmagical circumstance bonus to Open Lock checks. Within 10 feet of the lock, the user checks Open Locks normally (with the +2 bonus). For every 10 full feet the user is distant from the lock, he suffers a cumulative –1 penalty to the roll. Otherwise, the only limitation is that he must be able to see the lock.

Light transmutation; CL 9th; Craft Wondrous Item, telekinesis; Price 4,600 gp; Weight 1 lb.

Portable Door

The so-called portable door appears very much like a portable hole — that is, a circular panel of thin black cloth — save that it is shaped like an oval, rather than a perfect circle. When placed against any non-magical wall no more than 3 feet thick, the portable door provides a temporary passage through that wall. Walls made of unnatural metals such as adamantine are considered magical for these purposes. Once in place, the user simply steps in one side and exits the other, as though it truly was a hole in the wall. The “hole” exists on both sides, so the owner can reach

back and remove the portable door from the wall from either side. Note that the portable door does not allow you to see what’s on the other side; it appears as a spot of blackness on the wall, not as an actual hole. It can be seen from both sides, so if someone is in the room to be entered, they may see the portable door appear on the wall.

Moderate transmutation; CL 9th; Craft Wondrous Item, passwall; Price 40,000 gp; Weight 1 lb.


This section is intended for DMs only. If you’re a player, stop reading now.

All right, enough with the vague hints. The Twilight Empire, though extremely successful as a multi-planar organized crime association, is clearly up to something more. Here it is.

The Thief Who Wouldn’t Die

Arbis Bindlewite first cooked up the fiction that would become the Twilight Empire several thousand years ago. Jarros Krubeck ascended to the position of Grandfather less than two hundred years later.

Krubeck is still a member of the Kith, though he has long since abdicated his position of leadership — but only on the understanding that he would remain in charge of advancing the organization’s secret objective. None of the members know for certain why the man hasn’t died. He’s clearly not undead, and he appears to all tests and appearances to be a normal human. Yet he seems to be immortal.

In truth, Krubeck’s apparent immortality stems from the fact that he is nothing less than the right hand — more than a herald, less than an avatar — of a god. So long as he continues to fulfill his master’s purposes, he will almost surely enjoy an endless life.


the twilight empire

A God of Thieves

Krubeck’s patron is the patron of thieves, sneaks, and others who creep through the night. Larceny, breaking-and-entering, the art of picking locks, pockets, and marks — these are his religious rites, how he prefers his worship.

He is, by definition, the greatest thief in his universe, one of the greatest in the multiverse; he is, after all, a god.

Unfortunately, so are his brethren. They don’t trust him, and keep way too many nigh-omniscient eyes on him. The gods of his pantheon, and indeed the gods of other worlds as well, have so many nice, valuable treasures — and for all his skill and all his power, they watch him too closely for him to ever steal them.

They don’t, however, watch humans. Why should they? No mortal could ever develop sufficient skill to steal from the gods themselves!

Krubeck’s patron is determined to prove them wrong. This is why he instructed his servant to infiltrate the Twilight Empire. This is why Krubeck has been cataloging all the best and most skilled members of hundreds of thieves’ guilds across the planes. Those who show skill far and away beyond their fellows — whether it be skill in thievery itself or other useful fields such as arcane magic — are eventually taken aside. Through the years, they have trained one another, and younger students as well, in everything they know. These students train the best of the next generation, and so on down the centuries.

In keeping with the familial terminology — Grandfather and Kith — used by the leaders of the Twilight Empire, they are called the Black Sheep, a part of the family no one talks about. Nobody outside the ranks of the Kith is aware of their existence at all. Today, after centuries of picking and choosing the best that multiple worlds have to offer, and using each to train

the others, the Black Sheep are a cadre of thieves the likes of which no world has ever seen.

To date, the Black Sheep have been used primarily for the acquisition of valuables, mundane and magical, that were unobtainable by normal means. They have successfully infiltrated the most heavily guarded fortresses to kidnap heads of state or steal military secrets. They have sabotaged the workrooms of archmages and never tripped a single warding spell. They even managed to steal most of the hoard out from under an ancient green dragon before the creature finally awoke and slew several of them while the rest fled with the goods. Rumor has it that Krubeck is currently preparing them for nothing less than a wholesale incursion into the Abyssal fortress of one of the great demon princes, from which they will steal magics and treasures of immeasurable worth.

But all of these are mere tests and preparation. Krubeck and his patron are immortal, so “near future” is a relative term, indicating anything from a few years to several generations. Still, however they mean it, the servant and his god have decided that the Black Sheep will be ready in the near future for their ultimate goal. They’re going to rob the gods themselves, and deliver their spoils to their own divine patron. Precisely what he’s going to do with those items is unknown. As a god of thieves, it’s entirely possible he just wants to steal them to say that he could, that his centuries of preparation were all an exercise in pride. On the other hand, the artifacts and weapons of the gods are powerful in the extreme, and if a single god were to acquire majority of them, there’s no telling what he might do with that sort of power.

Even more frightening, what if he chose simply to give those items to his servants? The Twilight Empire in general, and the Black


the twilight empire

Sheep in particular, are already among the greatest criminals of the multiverse. What could they accomplish with the tools of the gods at their disposal?

Thou Shalt Not Kill

All this is also the real reason the Twilight Empire won’t allow its members to serve as assassins: Jarros Krubeck — or, more importantly, his divine patron — doesn’t want to be noticed. Too many deaths linked to a single organization might attract the attention of the gods of death, vengeance and other relevant domains, and that simply won’t do at all. The whole point of this is to prevent the gods from noticing that anything’s happening, after all.

Black Sheep in The Campaign

In game terms, none of the Black Sheep are less than 15th level, and many should be well beyond 20th if the campaign incorporates epic-level rules. Over half the Black Sheep are rogues or multi-class rogues, with the remainder made up primarily of assassins, shadow- dancers, the various arcane spellcasting classes and a small handful of clerics of Krubeck’s god.

The Black Sheep are approximately two to three dozen members strong; a sizable compilation of high-level characters to be sure, but they are, after all, the result of centuries’worth of effort.

You’ll have noticed, incidentally, that Krubeck’s god has not been given a name. This is intentional, so that individual DMs may select whichever god of thieves (or related portfolios) is most appropriate from their own campaign settings or favorite published D20 worlds.