Denizens of the Underdark

While many surface dwellers regard the Underdark as all the same (one big cave, infested with hungry monsters), the wise adventurer prepares by studying what surface dwellers know about the Realms Below before venturing underground. Knowing what sorts of creatures and dangers lurk at what depths might mean the difference between life and death.
The Underdark is divided into three general levels: The Upperdark, the Middledark, and the Lowerdark. The denizens listed below are categorized in such a manner as well, each one being mentioned in the level where they are found most frequently.

In addition to the races and creatures presented here, we also encourage you to look at our Expanded Listing of Creatures that serves to cover the bulk of any random encounters you may have on the various levels of the Underdark.
Within that section you will also find some notes on the more common animals, and even plant life, found in the Underdark.

Denizens of the Upperdark
The Upperdark extends from the surface to a depth of about 3 miles. Varied races inhabit this region, including chitines, drow, dwarves, giants, all manner of goblinoids, orcs, svirfneblin, and wererats. Scouts from deeper races often venture into Upperdark in order to trade with (or prey on) the races native to this area.
Most Upperdark inhabitants traffic with the surface world in some way, either trading with or raiding their upstairs neighbors for things they can't get in their native habitat. They also trade with (and raid) each other. No Underdark community is ever really friendly with another, but Upperdark settlements often observe wary truces with their neighbors.
The Upperdark's main import from the surface is slaves. Slavers from evil-aligned cities in the Upperdark make frequent forays into the light to capture new slaves for use as either labor or food. They also trade for textiles, grains, fruit, and weapons. Their exports include raw ore, refined metals, gems, and native Underdark plants.

Chitines
Chitines are another race believed to have been created by the drow. These small, four-armed, web-spinning, chaotic evil humanoids resemble a cross between humans and giant-spiders. Chitines venerate Lolth but plot to overthrow the drow. They are found in small numbers in the northern reaches of the upper and middle Underdark, with the greatest concentration located in the realm of Yathchol, which is in the general vicinity of the drow city of Ched Nasad, hinting toward the source of their ancestry.
Choldrith are chitine priestesses. They are completely hairless, with dark, charcoal-gray skin. Larger than their kindred, they have smaller, almost negligible mandibles. The silver-white eyes of chitine priestesses are not multi-faceted, and they have long, pointed ears resembling horns.

Dwarves
For thousands of years, the great dwarven realms of the surface world have expanded downward instead of outward. Neither gold dwarves nor shield dwarves harbor any fear of the Underdark, and their cities are often buried in the upper reaches of the Realms Below. The kingdom of Iltkazar is the strongest shield dwarf realm remaining in the Underdark, and the gold dwarves there retain extensive Underdark holdings in the vicinity of the Great Rift.
Unlike the duergar, who prefer the deeper portions of the Underdark, gold and shield dwarves keep fields and livestock on the surface and trade extensively with surface folk. These dwarves are gifted engineers and industrious workers, and they have built many roads and bridges in the Underdark.

Goblins
Although the various races of goblins are most common in the Lands of Lights, numerous tribes have been driven into the upper reaches of the Underdark and then been enslaved by the various races that dwell below.
Goblins are small, lawful evil humanoids with flat faces, broad noses, pointed ears, wide mouths, and small, short fangs. Bugbears are giant, hairy, chaotic evil cousin of goblins. Hobgoblins are lawful evil bulky humanoids with hairy hides ranging from dark reddish brown to dark gray. Koalinths are a marine variety of hobgoblins with gills, webbed fingers, and webbed toes. Norkers resemble their hobgoblin cousins but are chaotic evil. They are hairless, have tough, leathery skin, and have two large canines protruding from their upper lips.
While bugbears, goblins, and norkers are relatively common throughout the Realms Below, hobgoblins and koalinths are much rarer for reasons not yet understood.

Quaggoths
Quaggoths, also known as deepbears, are powerful, neutral humanoids resembling bears with long, shaggy, white hair covering their entire bodies. Although many quaggoths are enslaved by the drow as guards and spider handlers, freeroaming bands of nomadic hunters still exist. Quaggoth tribes are most common in the far northern reaches of the upper Underdark, although drow slave traders have spread small groups throughout the upper and middle Underdark.
Quaggoths once had a kingdom, Ursadunthar, deep beneath the Spine of the World, but it fell to the duergar of Gracklstugh in -1350 DR, damning them to their current existence as raiders and slaves.

Minotaurs
Hulking and fierce minotaurs dwell in the Upperdark, usually favoring the most confusing and complex cave systems for their lairs. Minotaurs generally live by raiding and plunder, although more than a few sell their services to other folk who offer gold and food in exchange for a chance to fight. Minotaurs are kept by slaves by Upperdark dwellers such as drow and mind flayers, but such slaves are not numerous.
The vast delve known as the Labyrinth was once a minotaur empire of sorts. While no signs of the former minotaur civilization remain, thousands of the creatures still infest the area.

Orcs
Despite their prevalence across Faerun, particularly in the abandoned dwarf holds of the North, orcs are far less common in the Underdark than one might expect. However, neutral evil orc-quaggoth crossbreeds, known as boogins, are growing in number throughout the upper reaches of the far northern Underdark as well as beneath the great forest of Cormanthyr. Since the destruction of Hellgate Keep, a new breed of chaotic evil tiefling-orcs known as tanarukka have been growing in number in the upper reaches of the Underdark west of the Buried Realms beneath Anauroch.
Orcs are often enslaved by deeper-dwelling races, so they can be found almost anywhere in the Underdark, at any level.

Svirfneblin
A dark-skinned, deep-dwelling breed of gnome, often referred to as deep gnomes, svirfneblin live in hidden caves and secretive strongholds throughout all three layers of the Underdark, though most of them dwell in the Upperdark and Middledark. Deep gnomes avoid trouble by simply staying well clear of it, and few strangers even blunder across svirfneblin towns.

Stone Giants
Powerful and ponderous in action and thought, stone giants are strong enough to keep all but the most magically powerful of foes at bay. These creatures delve enormous quarries for their homes, and they can work wonders with their chosen medium.
Few in number, stone giants leave other folk alone for the most part, and expect the same courtesy from anyone passing through their lands. The most powerful stone giant realm is the kingdom of Cairnheim, beneath the Giant's Run mountains.

Troglodytes
Troglodytes are a warlike race of carnivorous reptilian humanoids who dwell in natural subterranean caverns in the upper reaches of the Underdark, particularly in the South. Once spread throughout the Realms Below, they have gradually been supplanted by more vigorous and powerful races and are now a minor power.
Tren are a chaotic evil crossbreed of troglodytes with members of the lizardman race. Tren, who live in loose-knit clans, hate all warm-blooded creatures, especially dwarves.
Troglodytes were once much more widespread in the Underdark than they are now, but being the most universally detested race has caused everyone else to root them out and exterminate them in many places. Most troglodytes now live in the southern portions of the Underdark, particularly beneath the Mhair and Black Jungles.

Bainligor
The bainligor are small, flightless bat people of neutral evil alignment, who undergo a series of magical transformations as they age. Bainligors have a primitive tribal culture and are found in the southern reaches of the Upper Underdark, particularly beneath the Chultan peninsula. Elder bainligor are undead creatures known as Revered Ones, who hunt in great packs through the deeper reaches of the Underdark.

Bi-Nou
The bi-nou are living rocks believed to have been created by the drow in ages past. These animate craggy columns are of chaotic evil alignment and live in damp, drafty caverns in the northwestern reaches of the upper Underdark in small family groups. The bi-nou have been known to ally with the drow and are sometimes hunted by the duergar as building materials.
Close relatives of the bi-nou include rockworms and rocklords, the latter also known as "lords of stone", both of whom appear as stone snakes with arms.

Dark Creepers
Dark creepers, and the closely related governing subrace known as dark stalkers, are chaotic neutral humanoids. They live in small villages throughout the upper and middle Underdark south of the Sea of Fallen Stars and east of the Shining Sea. Dark creepers are believed to subsist by consuming magic, and may draw their nourishment in part from the pockets of radiation found throughout the Underdark. Given that the drow and other powerful races compete for control of such sites, it is no wonder that dark creepers are more a nuisance than a threat. However, their penchant for acquiring small magical items is the bane of many inveterate explorers.

Kobolds
Kobolds are short, lawful evil humanoids with scaly hides that range from dark, rusty brown to rusty black, and non-prehensile, ratlike tails. Although kobolds are little more than pests in the Realms Above, in the Underdark they are a major threat. Kobolds can quickly strip a region of resources if their numbers remain unchecked. The more powerful races of the Underdark enslave many kobolds; they are used primarily as front-line troops in the initial skirmishes of any war.
Urds, relatives of kobolds with leathery, batlike wings are largely unknown in the Underdark. A few tribes were once found dwelling in great chasms beneath the earth, but most have fallen victim to more powerful competitors.

Gaunds
Gaunds are gray-green reptilian creatures of neutral alignment with three glowing red eyes. Distantly related to troglodytes and lizardmen, they are believed to be descendants of the sauroid creator race. Although sentient, gaunds resemble large lizards and spend most of their time on all fours. They are omnivores who dwell in small colonies in dry, fiery caverns. Gaunds are most prevalent in the vicinity of volcanic activity, and are typically found in the upper reaches of the Underdark near active volcanoes. Gaunds are still found in sizable numbers beneath the Smoking Mountains and Black Ash Plain of southern Unther.

Glouras
Glouras are small fairies of neutral alignment associated with the Unseelie Court. Found throughout the upper reaches of the Underdark, they have huge, mothlike wings, long fingers, sharp claws, and a mass of dark claws. Although some believe the glouras to be messengers of Eilistraee the Dark Maiden, that seems unlikely, given their ties to the Queen of Air and Darkness.

Gremlins
Gremlins are small goblinoids often mistaken for imps. Three varieties of gremlin make their home in the upper reaches of the Underdark: neutral evil jermlaines, lawful evil mites, and neutral snyads. Most gremlins dwell in small family groups, opportunistically preying on unwary travelers in the upper Underdark. Gremlins typically lair in a maze of tiny chambers and passageways along major trade routes. While most other races exterminate them if given the opportunity, gremlins are amazingly resilient and nigh impossible to eliminate.

Gibberlings
Gibberlings are small, pale, hunchbacked humaiods of chaotic neutral alignments with canine ears, black manes, black, shining eyes, overly long arms, and hideous, grinning faces. Found throughout the upper reaches of the Underdark, these carnivores madly swarm and attack any living cretures they encounter. Gibberlings have no discernable social structure, and their nubmers fluctuate wildly. some sages believe that gibberings are unfortunate humans and demihumans transformed by drow sorcerers.

Phaerimm
Phaerimm are a race of powerful sorcerers whose mastery of the Art is sufficient to rival that of the Chosen of Mystra. They resemble upright cones, their widest part uppermost, and the point ending in a barbed stinger tail. Phaerimm were largely responsible for the fall of Netheril and the spread of Anauroch to cover once-fertile land. The efforts of the sharn confined the phaerimm beneath Anauroch, although a few individuals are believed to have escaped the magical prison confining the rest of the race or perhaps were caught outside the barrier when it was erected.

Sharn
Sharn are curious, chaotic neutral creatures who appear as glossy black teardrops of amorphous flesh, studded with many tiny eyes and surrounded by a nimbus of purple light. Some sharn are powerful spellcasters, and all can create miniature ethereal windows through which they can extend one of their three tri-handed arms or one of their three fanged maws. Sharn dwell with other members of their large families or clans throughout the upper reaches of the Underdark, particularly in the Northdark.
Some believe the sharn to have imprisoned the phaerimm in the Buried Realms beneath the Great Sand Sea, where they constantly guard against the efforts of the phaerimm to shatter their magical prison.

Skulks
Skulks are a cowardly, chaotic evil race of humanoids with the chameleonlike ability to blend into any background. Skulks resemble completely hairless humans. They are elflike in stature, with graceful limbs, soft facial features, and pink eyes, but their ears are not pointed. Skulks are fairly common in the upper and middle reaches of the Underdark beneath Calimshan, Tethyr, the Land of the Lions, and the Lake of Steam. They are believed to be descendants of human slaves in the drow city of Guallidurth who were led to freedom by an avatar of Ibrandul, the Skulking God, and then transformed into their current state.

Dragons
The magnificent wyrms who soar through the the skies of Faerun are also found in the tunnels beneath, particularly in the upper Underdark. Deep dragons, sapphire dragons, and shadow dragons are the most commonly encountered breeds, but black dragons, bronze dragons, gold dragons, mist dragons, and rarer breeds also turn up.

Dopplegangers
Although most commonly found in the Lands of Light, small groups of these neutral shapeshifters are found throughout the Lands Below, acting as parasites on more powerful Underdark races. Greater dopplegangers, neutral evil kin of their lesser brethren, live primarily in the northwestern Underdark, in the vicinity of Waterdeep, although it is not known if there is a link between the subspecies and the City of Splendors.

Denizens of the Middledark

The Middledark lies between 3 and 10 miles beneath the surface of Faerun. Most larger cities of drow and duergar are in the Middledark. Other inhabitants include lone aboleths, cloakers, derro, grimlocks, and kuo-toas. A few mind flayer outposts are scattered throughout this level as well.
No alliance is permanent in the Middledark. Some communities maintain wary trading partnerships with others, but it is understood that if one party ever grows stronger than the other, the terms of the partnership will change--perhaps drastically. Even in the most open of Middledark cities, newcomers can expect to be challenged (physically or otherwise) unless they make a pointed display of power upon entry.
Settled communities in the Middledark commonly send trade caravans and raiding parties to the surface, or at least up to Upperdark trading centers such as Menzoberranzan and Ooltul. Visitors from the surface are rare and tend to be viewed as potential slaves or food. Caravan travel brings mostly luxuries; staples must be grown locally.

Drow
Most drow cities occupy large vaults or caverns in the Middledark. At these depths, faerzress is common and powerful, and the dark elves have developed many potent spells and defenses that harness the Underdark's magical radiation for their own purposes. The Middledark also offers the defense of distance--a drow outpost near the surface is vulnerable to the attacks of adventurers and surface elves, but moving a large army into the Middledark can't be done with ease.
Taken as a whole, drow probably have the most significant presence in the Middledark. Their cities and strongholds are numerous, wealthy, and well suited for defense, and the drow themselves are cruel and strong. Only the endles feuding of the great Houses constrains drow power. Menzoberranzan is the most famous of drow cities.

Duergar
The Middledark is also home to the largest and most powerful gray dwarf realms. The duergar have no particular use for faerzress and do not worry about ages-old vendettas against the surface world; they came down to the Middledark because the lower one descends into the earth, the more rare and wondrous minerals that once can find. If the Lowerdark were not so completely inhospitable, the gray dwarves would pursue their veins of ore and gemstones all the way to the roots of the world, but lower reaches of the Middledark represent the deepest depths at which large cities can be easily sustained.
Duergar cities are less numerous than those of the drow, but any given gray dwarf city is likely to be a strong, wealthy, and martially inclined realm quite powerful enough to deter the attacks of its hostile neighbors. The cities of Dunspeirrin and Gracklstugh are good examples of duergar realms.

Fomorians
The most hideous and wicked of giantkind, the terrible fomorians dwell throughout the Underdark, but mostly in the middle section. They are thankfully scarce, and no one knows of any true fomorian cities of holdings in the Realms Below. However, a few dozen fomorians gathered in a keep or clanhold represent a formidable threat to their neighbors.

Myconids
These intelligent, mobile mushrooms are among the more unusual creatures that live deep below ground. Myconids (also called fungus ones) are gentle, quiet, shy, and thoughtful. They always view outsiders with distrust because they assume that all strangers are destructive and violent. To ensure that they can live in peace, they usually make their homes far from the more commonly traveled subterranean paths.

Grell
Grell are fearsome, neutral evil carnivores resembling giant brains with vicious beaks and ten dangling tentacles. Like beholders, grell are believed to have reached Abeir-Toril on great spelljamming ships before making their way into the upper reaches of the Underdark, particularly in the northeastern reaches of Faerun. While a few grell are solitary rogues, the majority dwell with their fellows in small cavern complexes, hunting the surrounding territories till they are exhausted of prey and then moving on. Grell communities are known as hives, and members of such enclaves are divided into three castes: workers/soldiers, philosophers, and patriarchs. Grells make poor neighbors, since they regard all other creatures only as potential prey.

Grimlocks
Grimlocks are powerfully built, neutral evil humaniods in the northern and central reaches of the upper Underdark near caverns that open to the mountainous regions above. Grimlocks have thick, scaly gray skin and long, black, filthy hair. Their teeth are white and extremely sharp, and their eyes are blank white orbs. Tales speak of tribes of primitive humans who have dwelt overlong in the tunnels of the Underdark, and grimlocks are said to be their descendents.
Grimlocks are tireless hunters and raiders, and they often range dozens of miles from their lairs in search of food and plunder. Like the goblins and orcs of the higher levels, grimlocks are frequently enslaved by other races (particularly mind flayers) and can be found almost anywhere.
The grimlocks long ago laid claim to the cavern complex called Fingerhome. Within it, the village of Reeshov is a good example of a community of free grimlocks, as is the Cavern of Cloven Heads, which is home to the twisted descendants of the Golden Eagle and Red Pony Uthgardt tribes.

Koa-toas
Kuo-toas, a race of fish-like humanoids, are found throughout the seas of the Middledark. This once great race has dwindled over time, and many of the kuo-toan cities lie in ruins. The worship of the Sea Mother is all-important in kuo-toan society, and kuo-toa clerics and monks wield virtually unchallenged power over the rest of the race. Kuo-toas get along reasonably well with most other Underdark races (except aboleths), and they travel widely as traders, pilgrims, and guides.
The strongest kuo-toan city remaining in Faerun's Underdark is Sloopdilmonpolop, which lies in Old Shanatar. Kuo-toas generally keep to the saltwater seas of the Underdark, leaving the freshwater lakes to the aboleths.

Maurs
Like the stone giants or fomorians, maurs are not common, but where they walk, lesser folk get out of the way. Descendents of storm giants that were imprisoned deep in the earth long ago for some forgotten crime, maurs are unusual among Middledark races in that they are not malicious, predatory slaveholders. Some maurs are as wicked as any fomorian, of course, but not for the most part, these ruined giants want nothing more than to be left alone by their neighbors.

Mind Flayers
After the drow, the mind flayers are probably the most powerful, notorious, and sinister of the Underdark's peoples. Illithid cities tend to be quite small by the standards of other races--few of them number more than 500 mind flayers. However, since illithids are uniquely well suited to hold great numbers of slaves and thralls, mind flayer cities may have ten times as many slaves as illithids. Unlike slaves of the drow or duergar, illithid thralls are compelled to absolute loyalty and zeal in the service of their horrid masters. The mind flayers can field entire armies of thralls whenever they wish and hurl them into battle without concern for their loyalty or fighting spirit.
The mind flayers prefer the lower reaches of the Middledark, but they also have numerous communities in the Lowerdark. The might city of Oryndoll is the most famous of their realms.

Orogs
Stronger, smarter, and more advanced than their surface kin, the deep orcs are well suited for the fierce competition of the Underdark. Orog cities are not numerous, but they can be found throughout the northerly reaches of the Underdark, from the Spine of the World all the way to the Icerim Mountains. Orogs favor volcanic regions, so they tend to found cities in torrid caverns too hostile for creatures without fire resistance to endure.

Umber Hulks
Although umber hulks are sentient, they are nomadic hunters that build no cities and manufacture no tools. Their claws and mandibles are more than sufficient for their purposes. Among the most common of the Underdark's monsters, umber hulks fearlessly attack almost anything they meet, relying on their confusing gaze to scatter or paralyze most of their foes.

Pech
Pech, also known as rock children, are a race of small, neutral good humanoids from the Elemental Plane of Earth. They sometimes make their way into the deepest reaches of the lower Underdark to mine rich veins of ore and work the surrounding stone. They are very thin, with long arms and legs and broad hands and feet. Their flesh is nearly as hard as granite, colored pale and yellowish with red or reddish- brown hair. Their eyes are large and have no pupils. Pech often compete with dao, the various dwarven races, and thaalud for raw materials, but these elemental earthkin are otherwise left alone by the other races they encounter.

Denizens of the Lowerdark

No place on Toril is as strange and dangerous as the Lowerdark. This level of the Underdark extends from 10 miles below the surface to unfathomable depths and features a degree of strangeness that would drive some surface dwellers insane. Few upper-worlders ever descend to the Lowerdark, and few of the Lowerdark's denizens want anything to do with the surface world. Some of the creatures in the Lowerdark--intelligent or otherwise--aren't even aware of a surface world; others have heard of it but consider it a mythical place.

Why would any creature with intelligence or common sense live in such a terrible environment? Some races have lived here for generation upon generation, and the Lowerdark is simply their home. Other creatures settle here to take advantage of the Lowerdark's unique magical properties, rare ores, or shelter from the hated sun. Still others view a sojourn in the Lowerdark as a temporary solution, since the dead magic areas and hostile territory may be a wanted criminal's most expedient means of avoiding capture.
Of course, not everyone is in the Lowerdark by choice. Some unfortunates are here because they neglected to research the destinations of the portals through which they ventured. Others have been exiled here from communities in the Middledark, the Upperdark, or even the surface world. Some drow matrons get rid of potentially problematic subordinates by sending them on exploratory or expansionistic raiding parties into the Lowerdark. A triumphant scout returning from the mission into the depths might find her unexpected survival fatally inconvenient to the matron who dispatched her.

Several Middledark races make frequent forays into the Lowerdark. Some do so because of expansionistic desires, others because they need the resources, and a scant few because they have something to prove. Grimlocks and orogs often set a coming-of-age trial for their young warriors to mark the passage between adolescence and adulthood. In a typical version of such a trial, the youth is sent into the Lowerdark, sometimes armed only with a dagger, and told to return with a trophy demonstrating his competence and ability to contribute to the community.
Interspecies and intraspecies strife is the rule in the Lowerdark. Resources are minimal, and weakness invites extermination. Most of the Lowerdark's denizens are chaotic, evil, or both. Even the vermin and animals encountered in this area are rarely ordinary--many have been transfigured by crossbreeding or magical interference. Nothing here is normal or simple.

Aboleth
An aboleth resembles an enormous, prehistoric fish, measuring some 20 feet in length from snout to tail, with four 10-foot-long tentacles sprouting from behind its massive head. Its rubbery skin is blue-green with regular gray splotches running along its sides. The pink belly of the creature is interrupted by a lampreylike mouth and four pulsating organs that secrete a foul-smelling gray slime.
Aboleths are both cruel and highly intelligent, making them very dangerous predators. They know many ancient and terrible secrets, for they inherit their parents' knowledge at birth and assimilate the memories of all they consume.
These horrible aberrations lurk in the deepest, blackest waters of the Underdark, surrounded by legions of thralls (often sahuagin). Given their extraordinary intelligence and powerful magical abilities, the aboleths are the unquestioned masters of most Lowerdark lakes and seas. While some aboleth cities are quite large, small outposts (or "broodholds") of a dozen or so outposts are much more common.

Anguiliians
Anguiliians are deep-dwelling, lawful evil relatives of the sahuagin, resembling a cross between a man and an eel. While most anguiliians live in the sunless depths of the oceans, a few have made their way into the flooded tunnels of the Underdark that open to the Abyssal trenches of the Sea of Fallen Stars and the depths of the outer oceans.

Avolakias
Thankfully few in number, the avolakias are master necromancers and shapechangers. In its true form, an avolakia is a 10-foot monstrosity combining insectile, octopoid, and wormlike features. Devoted to the elevation of deities of decay and undeath (including Ghaunadaur and Velsharoon, among others), an avolakia nest is surrounded by a shambling army of undead under the monsters' control. Avolakias occasionally ally with aboleths or mind flayers, but they regard humanoids of any sort as nothing more than fodder for creating more undead.

Beholders
The beholder is the stuff of nightmares. This creature, also called the "sphere of many eyes" or "eye tyrant," is known among adventurers as a deadly adversary. Beholders are hateful, aggressive, and avaricious, attacking or dominating others whenever they can get away with it. They exhibit a xenophobic intolerance, hating all creatures not like themselves. The basic body type comprises a great variety of beholder subspecies. A difference as small as hide color or size of the central eye can make two groups of beholders sworn enemies, as every beholder declares its own unique form to be the "true ideal of beholderhood".
The Lowerdark is home to numerous hives of these creatures. Each of these bizarre cities can house hundreds of eye tyrants and thousands of slaves. Like mind flayers, beholders can magically compel loyalty from their thralls, and they believe that their natural role in the scheme of things is tyranny over lesser beings.
The city of Xonox, beneath the Lake of Steam, is an excellent example of a beholder realm.

Cloakers
Cloakers are bizarre creatures that lurk in dark places far beneath the surface. They kill intruders without remorse or pause, except to plan cruel amusement. Cloakers pursue their own mysterious goals. While they are certainly intelligent, their minds work in a way so alien that few if any human beings have ever been able to make meaningful contact with them.
While often encountered as small bands in higher portions of the Underdark, cloakers gather into great convocations in a few places in the Middledark and Lowerdark. Taking into account their univeral hostility to all other beings, their teeming cities are no place for travelers to visit.

Deepspawn
These horrible creatures give birth to monstrosities of all sorts, surrounding themselves with armies of their spawned minions. Deepspawn are found in all portions of the Underdark, but the largest, most wicked, and most fecund of the species seem to hail from the Lowerdark.

Derro
Murderous and cruel, the derro--or deep dwarves--are found at all depths of the Underdark. At the upper levels, they tend to live in small bands within the cities of other races, such as the duergar, fomorians, or kuo-toas. The true cities and strongholds of the derro are buried deep in the Lowerdark. From time to time, the derro muster their strength to fight great wars against all other creatures in the Underdark, swarming up from their hidden realms to plunder any realm unfortunate enough to be in their path.

Desmodus
The desmodus--a race of batlike humanoids--are perhaps the only denizens of the Lowerdark that are actually good in alignment. The desmodus do not gather in great cities or strongholds; instead they live in small families and clans scattered throughout the Lowerdark. Even with their generally benevolent outlook, however, the desmodus do not take kindly to strangers raiding their food stores or water supplies.

Elementals
Elemental creatures and creatures with elemental heritage (such as genasi) generally do well in the Lowerdark. In particular, earth elementals and dust, earth, and salt mephits find the deep underground to be an ideal environment. Fire elementals, thoqqua, azer, salamanders and fire, magma, and steam mephits love Lowerdark regions with active volcanoes. Water elementals and water mephits occupy some of the sunless lakes and seas, while ooze mephits lurk at their fringes. Air elementals and air mephits are scarcer than other varieties, but some can be found near portals to the Elemental Plane of Air.

Extraplanar Creatures
Portals in the Lowerdark open into almost every plane of existence. Often these portals are not marked or maintained, but just because the Faerun side of the portal has fallen out of use does not mean that these doorways go unremarked at their destinations. Lone fiends such as bebiliths or hellcats often find the hunting better on the Material Plane than in their home realms, and some end up staying.
Other outsiders sometimes use these portals to raid Toril. Demons, devils, and other types of outsiders use Lowerdark portals of varying agest to facilitate their travels.

Psurlons
Wormlike monsters with powerful psionic abilities, psurlons in the deep Underdark gather into communities known as clusters. Like beholders and mind flayers, they often dominate hundreds of useful thralls and set these unfortunate slaves to whatever tasks the psurlons deem needful at the time.

Thaalud
Also known as "tomb tappers" for their habit of burrowing up to plunder tombs and temples, thaalud appear as tall, naked, sexless, hairless humanoids with hard, smooth, bluegray skin. Their claws can dig through solid rock, and great toothed mouths sit in their bellies. Their featureless heads earn them the nickname "the faceless."
Thaalud turn to stone when slain, leading sages to believe they were created originally from rock. They hold both magic and earth elementals to be sacred and are very longlived. Tomb tappers were created during the Shadowed Age of Netheril to seek the source of the drain on magic that was spreading across the land. Thaalud are found in the northern reaches of the upper and middle Underdark, particularly in and around the Buried Realms beneath Anauroch. Thaalud will aid svirfneblin and dwarves, dislike drow and duergar, hate umber hulks (sometimes enslaving them at birth), mutually ignore xorn, and are bitter foes of illithids and the phaerimm.

Undead
Because many undead creatures need no water, food, air, or sustenance of any kind to survive, many of them find the Lowerdark almost hospitable. Liches are particularly common here, since they have no need to prey on the living and find that the Underdark offers blessed solitude for their sinister studies. Some of the mightiest liches eventually found small realms or kingdoms here. Such a kingdom could consist of hundreds or even thousands of mindless undead laborers and soldiers, led by creatures such as mummies, wraiths, and even the occasional vampire (though vampires would fare better in cities full of the living for obvious reasons).

Blue Ring Octopi
Blue ring octopi are very intelligent, shy, neutral good octopi who dwell in the cracks and crevices of the Underdark's oceans, constantly struggling to escape the notice of more powerful aquatic races. Blue ring octopi are covered with hundreds of blue circles, have large golden eyes and a greenish-brown beak, and can change their skin color from dark grayish brown to dirty white, similar to other species of octopi in surface saltwater oceans.
A few blue ring octopi have rings of oxblood red. These red shamans can cast priest spells, although no one knows what deity they venerate.

Varkha
Varkha are brutal, subterranean, lawful evil lizardmen dwelling in closeknit tribes in moist caverns in the deepest reaches of the lower Underdark. Varkha are skilled hunters with large, photosensitive eyes set on the sides of their heads, much like frogs. They possess a connective layer of webbing beneath their armpits that facilitates swimming in underground lakes and rivers.