Ustalav Overview

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Ustalav Overview

The Immortal Principality of Ustalav lies on the northern shore of Lake Encarthan, a grim bastion of civilization amid the barbarian north, where a harsh landscape and a history rich in tragedies inspire a wary population with skepticism, religious devotion, and superstition. A conglomeration of loosely affiliated counties, each run by feuding nobles vying for power and influence, Ustalav is a pitiful shell of its former glory, after it was subjugated to centuries of slavery at the hands of the Whispering Tyrant’s undead armies. While the nation’s upper classes struggle to compete with the very nations that abandoned them to fend for themselves after the Whispering Tyrant’s defeat, the average Ustalavic citizen has it much worse.

Hundreds of years of subjugation and the residual horrors that plague the countryside have left the people of Ustalav suspicious of nonhumans, magic, religion, foreigners, and their fellow citizens. Beyond their eccentric and insular qualities, Ustalavs often have a dour worldview. They resign themselves to lives of suffering, seeing nothing in their people’s history to suggest there is any hope for a better life. Despite the physical and psychological strains upon its populace, Ustalav nevertheless fosters extremely hardy and tenacious stock: men and women who firmly believe that no matter how bad it gets, history shows it could always be worse.

Although Ustalav has little to offer its rural peasants, inhabitants of its many metropolitan cities fare somewhat better, and the centers of learning and culture they provide draw trade and travelers from throughout the Inner Sea region. The capital, Caliphas, stands on the banks of Lake Encarthan, and its fog-shrouded streets host some of the nation’s most esteemed centers of trade and academia. Trade with the neighboring nations of Druma, the Five Kings Mountains, Isger, Kyonin, Molthune, and Nirmathas bring nonhumans into Caliphas’s port, and from there into the heart of Ustalav. Trade aside, the rich and dark history of Ustalav is lure enough for the adventurous and curious among all the civilized races of the Inner Sea. In the north, the city of Karcau boasts a thriving culture of music, theater, and other fine arts, and its opulent architecture rivals the excess of even the most exotic Taldan palace.

Three distinct regions comprise the country of Ustalav: Soivoda, the Palatinates, and Virlych.

The largest of these realms, Soivoda, includes the nine counties of Ustalav: Amaans, Ardeal, Barstoi, Caliphas, Odranto, Sinaria, Ulcazar, Varno, and Versex. Forming the central and easternmost parts of the country, these lands are each ruled over by a noble family bearing the hereditary title of ‘Count’. The count of each realm holds the power to govern as he sees fit, with all lesser noble houses and peasants owing fealty to that lord, second only to the nation’s prince.

Largely independent, the counties harbor generations-old bitterness and rivalries that often lead to bickering or, in the most extreme cases, armed disputes, such as the War without Rivals between Barstoi and Ardeal that led to the creation of the cinder-covered wasteland known as the Furrows. While the Prince holds considerable power to effect change and administer laws across the country, the Counts’ wealth, influence, and pride makes forcing them to acquiesce to agendas they don’t favor—but will ultimately be relied upon to enforce—a fruitless effort. Thus, each county stands as a state unto itself, defending its people and maintaining a culture wholly reliant upon the county’s traditions and the will of its single unshakable ruler.

The northwestern third of Ustalav holds the lands calling themselves the Palatinates: Canterwall, Lozeri, and Vieland. Nearly 40 years ago, dissatisfaction with the weak rulers of these counties led their people to rise in brief, consecutive, and largely bloodless revolts, putting an end to the hereditary rulership of these lands. Replacing their lords, the new palatinates each organized a unique ruling council with the same mantle of responsibilities as a count. What the people of the Palatinates gain in rulers mostly divested of dusty enmities and flagrantly self-serving agendas, they’ve lost in decisive action and efficacy in affecting national changes, with the dismissive nobles of the court taking umbrage at the intrusion of the oft-changing commoner representatives.

Virlych owes fealty to no lord, save the dreaded memory of the Whispering Tyrant, the Arch-Lich locked away beneath this accursed expanse. Tainted by foul magic and the curse of undeath, Virlych possesses no government, and only outcasts, sentinels from nearby Lastwall, and servants of the fallen lich dare the broken land and its haunted ruins.

Three other counties also once existed within Ustalav’s borders. The county of Janoyt once stretched along the eastern banks of Avalon Bay, along with the southern reaches of Varno. After the country’s refounding, these sparsely populated lands lay primarily under the control of the Arch-Duchy of Melcat, to which Ustalav’s new government peaceably ceded control. After Melcat’s transformation into the fanatical theocracy of Razmirian, continued incursion upon Ustalavic lands met subtle but fearsome resistance from Varno. The realms of Grodlych and Virholt were also destroyed during the reign of the Whispering Tyrant, their lands now under the control of the neighboring country of Lastwall or merged in their shared ruin as the no man’s land of Virlych.



Not really critical for the game or early plot but may be helpful in terms of background ideas.

Last Wall



The Hold of Belkzen

The River Kingdoms

The World Wound

Peoples of Ustalav

Many of the humans living in Ustalav are of mixed heritage but here is information on the broad ethnic cultures present.


They are a widely scattered people – some still fufilling the wild Barbarian stereotype, others well settled and civilised, who have long settled in towns and cities.


Like the Kellid, Varisians can range from the wandering gypsy types to those who have given up the majority of those ways and are just as settled farmers or tradesmen.


The Taldan ethnicity has spread all over Avistan, both from the remote past where its vast empire ruled much of its landmass as much as to more recent colonisation and immigration movements. Many within Ustalav would consider themselves as Ustalavian as the next man, without much of a thought for the far and much reduced empire of Taldor.

As with much of the Inner Sea, Ustalav is a nation inhabited primarily by humans, but that doesn’t mean other races do not exist within its borders. The capital city, Caliphas, is conveniently located on the banks of Lake Encarthan; trade with the neighboring nations of Druma, the Five Kings Mountains, Isger, Kyonin, Molthune, and Nirmathas bring nonhumans into Caliphas’s port, and from there into the heart of Ustalav. Though natives of these regions are generally suspicious of (and sometimes even outright hateful toward) non-human visitors, those who take the time to get to know their non human neighbors often come around to their foreign ways, appreciating them for their differences and gifts.

Dwarves are less than common in Ustalav, yet the proximity of the Five Kings Mountains to the Immortal Principality means that there is steady trade between the miners, weaponsmiths, and brewers of the dwarven stronghold and the large urban ports on Lake Encarthan. Stout folk native to the land can generally be found in the mining-rich counties of Barstoi and Versex, where they often hold inf luential positions in local salt and tin mines. While many dwarven traders and tradespeople find themselves most accepted in the metropolitan centers of southern Ustalav, some venture into the more provincial and sometimes prejudiced counties in the east to answer the silent call to stand vigil against the orc hordes of neighboring Belkzen.

Elves are uncommon in Ustalav, especially outside the cosmopolitan capital of Caliphas or the nation’s many centers of learning. Even the oldest living elves are too young to remember the reign of the Whispering Tyrant, but elven memories are long and current elders recount tales of their parents’ generation joining the ranks of the Shining Crusade to drive Tar-Baphon’s armies from the banks of Lake Encarthan. As such, many young elves venture into the Ustalavic countryside, hoping to uncover long-buried mysteries or even to see the land where a not-so-distant ancestor perished.

Ustalav isn’t home to any notable Gnome settlements, and the inhabitants’ general superstition makes them wary of gnomes living among them. That said, Ustalav is a strange place, and gnomes from around the world often travel there to see its bizarre sights and sometimes even more bizarre citizens. Particularly charismatic gnomes have been known to embed themselves with a traveling caravan of Sczarni, performing an agreed-upon task in exchange for being led throughout the countryside to see the inspiring sights and experiences within.

Half-elf populations are always small throughout the Inner Sea, and this remains true in Ustalav. Minute numbers of such half-breeds can be found in Ardis, Caliphas, and Karcau, though isolated individuals are scattered throughout the nation. The superstitious and uneducated population of rural Ustalav frequently see the pointed ears, inhuman eyes, and fair features of half-elves and mistake them for changelings, tieflings, or other more monstrous half-humans. Such folk then make the offenders’ lives difficult, sometimes even running them out of town. Thus, native half-elves are cautious, and often do their best to disguise their elven traits

Half-orcs are an extraordinary sight in Ustalav, and outside the seedier side of Ustalav’s many urban centers, half-orcs are most often found along the nation’s western border. The Whispering Tyrant ruled Ustalav for nearly a millennium as master of the vast orc hordes of Belkzen, and even a thousand years after the Shining Crusade defeated him and drove his armies back into the wastelands, the residual bloodlines caused by generations of orc attacks on human settlements still pop up in even the most prestigious of families. Though Sczarni are typically capable of defending themselves and wary of outsiders, some vulnerable caravans have been known to hire the occasional half-orc guard to ensure that they have the brawn on hand to counter any unexpected resistance from the nation’s darker denizens. Despite this, half-orcs are seen as monsters by most Ustalavs, and a half-orc in any Ustalavic setting is often the subject of extreme prejudice.

As with elsewhere in the Inner Sea region, Halflings live and work alongside humans, ever in their wide and ambitious shadows. In Ustalav, halflings are relatively rarer than in the nations of southern Avistan, such as Andoran and Cheliax. As with similarly statured gnomes, halflings may be found traveling the countryside as part of wandering carnivals or freak shows, on display for their miniature stature or performing as acrobats or jugglers. Nobles in the more urban cities of Caliphas, Ardis, and Karcau may look to the prosperous nations of Cheliax and Taldor and follow their lead by employing halflings as servants, ever trying to emulate more extravagant societies. In the northwestern counties known as the Palatinates, halflings fleeing from the bonds of slavery elsewhere in the world see the emancipated citizenry as an example of the life they wish to live, free from both bondage and the idealistic crusading of liberty-focused Andoran, and they live and work side by side with the free humans of the region’s peasantry.

Ustalav Overview

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