The party travels into Arienne district of the city and are secured pusued by strange creatures identified by Skooter as Lupions, lycanthropes of a most perverse sort, for they began as wolves and were made through evil magic to take on charactersitics of men, rather than the normal sort of lycanthropic curse in which a man takes on the characteristics of wolves. Deciding that they need a place to hole up while they figure out the political situation in Flage, they travel to the inn of an old friend of Ganthanor's named Talabrathe.

Talabathe brings the group to a back room and serves them a fine meat stew and honey mead. He informs them that the city of Flage is currently divided between three factions. There is the Triad, a group of three powerful sorcerors who have allied themselves with the Pelai. They control the citadel and the Arienne and Jhoun districts. The Kiresh Knights control the Waterfront districts, and the eastern districts are controlled by the Guild Alliance. The three factions formed a Flage Council, but sporadic fighting between the factions occurs. Ganthanor's parents controlled the faction now under the authority of the Triad, but they mysteriously vanished , and the Triad of Horsentius, Ouremer and Yosande became the dominant faction in the city .

The party discovers that their pursuers have not given up and they do not want to put Talabathe in danger, so they leave the inn and head down into the sewers, which seems to be becoming a habit for this party. They travel on a walkway for part of their journey but soon have to wade through muck, Skooter flying so as to avoid such indignity and dreading the waters depths. Keryth utilizes his magical sentry eyes, to scout the way avoiding dangers. Following Talabathe's instructions they are 90% finished with their sewer trip when the magical eyes detect a party of armored soldiers blocking the path. They are humanoids with the heads of rats.

The party wisely decides to negotiate rather than just attack and they are taken to Jhorinbaral, leader of the wererats, and High Priest of Motuk, the deity of these lycanthropes. They discover that the Ratmen are enemies of the Triad and form an alliance with these subterranean dwellers. The wererats agree to help the party sneak out of the city until they can formulate a plan for dealing with the Triad.

The ratmen escort the party back into the maze of the sewers, and take what seems a circuitous route that leads the party not to the exit described by Talabathe, but to an abandoned shrine in the village of Guvane, a fauberg of the city of Flage. The shrine seems to have been dedicated to Guv the Avenger, an avatar of Marduk, but seems to have been desecrated and then abandoned for many years.The ratmen return to the sewers, and the party is left to travel on its own.

The party is looking for a secret basecamp, and decide to travel to the Temple of the Elemental Gods, not far from the city, and see if that could be utilized. Ganthanor explains that he has never been to the Temple. Many years before he was born, the Valley of Tears became the lair of a bandit band who murdered pilgrims. The bandits were captured by Flage troops and crucified. It is said they haunt the place still. Something happened in the valley after the bandits had been dead a year or two, what he never learned, but the place became forbidden by Royal Decree for one hundred years. That law expired about the time the Pelai invaded. During the taboo years, from time to time, bandits would make their lair there, but all who did so vanished after awhile. However, shortly after the taboo was lifted, a clerical party of various faiths journeyed there and performed some ritual. They returned and said that the temple had become a ruin and that it was unsafe for pilgrims to return there.

The party travels through the Enchanted Wood, and after some pesky encounters with unfriendly roots and weeds, the party meets the Arch-Druid Theyaste Kelaine. He is a member of the Siderthe race.. like Abal'nazar. He is surprised when the party tells them they mean to go to the Temple of the Elemental Gods. He explains that the Siderthe are a people who lived once on a far away world, a world not unlike H'kartha. A race called the Illithids is his race's mortal enemy. They are the chief power in the alliance known as the Pelai. The Illithids destroyed the Siderthe home world, and the Siderthe retreated to a place between the stars and built a great city, which was their final stronghold. Eventually the Pelai found their way to the hidden stronghold and after many long years of besieging them, finally took their great citadel, and with it they took control of a network of portals between worlds that the Siderthe controlled. Before this happened, the Siderthe set up a network of stations on many worlds from which to battle the Pelai. They enlisted allies in their cause. To most of the people they encountered, the Siderthe were so powerful as to seem like gods. The Temple of the Elemental gods was a Siderthan complex. About forty years ago, the Siderthe lost control of the station to strange beings ( The Iuz) from beyond the Helix. The Iuz invaded this world and ventured into the Temple. The station had been was set with various manners of defenses and it was through these defenses that the invaders were trapped inside. Kelaine was selected as "monitor" for the temple,and this wood became my new station. Kelaine explains that because the party has a Siderthe with they will have a chance to penetrate the complex and secure some of its lost treasures.

Kelaine explains that these treasures include magical weapons, potions and devices. There are also monetary treasures such as gems, jewlrey, gold bars, platinum bars and the like which the Siderthe used to finance their activities on H'kartha. Kelasin explains that the Iuz wax and wane in their defenses, and are linked in their powers. A spell can only be used against them once and then all of them will be immune to the effects of the spell for many days. Magical weapons similiarly decline in efficacy against them over time. Mundane weapons of bronze do minimal damage against them, but never decline in their ability to damage small as it is. Some of the fiends have vampiric powers that allow them to steal the very attributes of ability that distinguish their adversaries. Some of the fiends also have strong innate Naalite magic, hypnotic and mental powers to confound one, manipulate one's own fears against one, make one dither in indecisveness or even turn one against one's friends.

To help the party, Kelaine places an enchantment on the party to protect them against those defenses that the Siderthe have erected, but he confesses that he knows not what defenses the demons have erecred. The enchantment has one disadvantage. It will allow the demons to see the party even if they are invisible.

Kelaine explains that when the Siderthe sealed the complex there were 12 of the major demons and two score or more of the lesser demonlings. When the Priests of Flage conducted their probe some years ago, they killed two of the major demons and at least eight of the demonlings. The demons had been greatly weakened by their imprisonment. They are not creatures of this dimension and their continued existence on this plane requires the consumption of lives and souls. Kelaine confesses that they caught his people by surprise,and strenghtend by the power of Siderthe souls, the demons were much more formidable than they are likely to be now. These demons came from a nether realm called T'ka'tchoi'yualiki (Tanar in Gondwanapal). Kelaine encourages the party by explaining that they have an advantage over these Iuz that the Siderthe lacked. The flaw of his people was their arrogance, they took such pride in their powers that they forgot to be cautious. They paid dearly. "These demons", he explains, "suffer from the same sort of arrogance with respect to mortal beings like yourselves, that will be one of your advantages".

The party under the guidance of Theyaste Kelaine enters the Sanctuary of the Elemental Gods. Things go badly after that. The party is captured by the demons infesting the temple and were to be sacrificed in some sort of ritual. The party escaped during the ritual, disrupting the ceremony in the process, and recapturing their fragment of the Demonstone. The Demonstone was being used in the ceremony. Several characters: Lelaine, Abal'nazar and the Wildman, perished during the escape. Making their way back to the Forest and Theyaste Kelaine, he healed them, and sent Andreos and Ganthanor on a mission to deliver the fragment of the Demonstone to whom Theyaste called "The destined guardians". In return Theyaste gave them a ruby amulet with which the party can communicate with him should they need to ask advice or guidance. When Ganthanor and Andreos return, the survivors of the debacle takes their leave of Theyaste and makes it way back to the ruined shrine dedicated to Guv the Avenger, an avatar of Marduk. There they discuss their future plans. Ganthanor insists that the primary mission of the party should be the liberation of Flage, and the others agree.

Ganthanor tells the group. "We need to find out what these wizards known as the Triad are up to. The Ratmen believe that these evil wizards will try to make a bid to consolidate their power over the whole city soon. What do we know of them so far? Horsentius the wizard is said to have learned the dread and forbidden art of the Tijuil Summoners. Ourenmer is said to be a master of shadow magic, enchantments and illusions, and Yosande is a Necromancer and appears to be the evil genius behind the bio-magics of the Triad. Each of the three wears a blue sapphire which appears to be some sort of magical focus of their power as well as a connection to each other."

Keryth remarks: "My guess is these mages must have some divinatory abilities as well. We know that they detected out teleportation into the city."

Ganthanor relates to the group: "I just remembered about 7 miles Northwest of Flage there is an abanoned lead mine. It has been used as a crypt for the Guilds of Flage for years, but Ithere is a small shaft somewhat removed from the rest. The entrance collapsed and has been covered over by a Temple to H'kartha, the Earth Goddess. The Temple is run by the Brotherhood of Zelyanar. The order uses the undeground chambers for training, and meditation. The Brotherhood of Zelyanar would hide those fleeing the wrath of the Pelai. I myself hid there briefly many years ago. The lead in the soil blocks scrying in the area. Perhaps the Brotherhood would allow us to establish a temporary base in part of their complex."

The party travels to the Temple of H'kartha. Ganthanor recalls that there was a member of the Order of Zelyanar called the Ya'valim who was the liason with the resistance. The Ya'valim at the time when he fled Flage was named Brother Akalim, and the party agrees to seek this Brother Akalim out.

At the temple, they are informed that Brother Akalim passed away two years ago. "Brother Tiron is the Ya'valim now." At the sound of his name, one of the robed and cowled figures in the temple turns. He looks to be of mixed moorish and kiresh blood.

"I am Tiron, how may I be of service."