Whosoever was powerful and evil enough to force this plane's people to become what they are now rules over this shattered husk of a world, a king of a dead kingdom.

- Serenity Scrolls 5:23

Among all the Thirteen Planes of Existence known to mortals and immortals, the Maxolotzi, the Outworld, also known as the Third Moon for appearing on Koldenwelt's night sky, is unique in its qualities - the only Simulacrum domain to be ruled not by one, but by two outer gods: Alar'xashan, lord of unchanging order, and Kalisearan, mistress of all things mutable and chaotic. The Outworld is thus forever torn between these two powers - a blasted alien realm of eternal battle where creation and destruction collide every passing moment. Previously inhabited by humanoid beings known as the Outworlders or Phradesh-nath, believed to be the only creatures native to a Simulacrum realm that possessed complete free will, this race has since then fled their homeworld in a bid to escape the tyranny of their warring gods - only to become undead monstrosities in the process. With them gone, the Outworld now remains largely barren, Kalisearan's monstrosities and Alar'xashan's mindless legions the only form of life that continues to prosper in this mad realm.


The exact origins of the Outworld are not known, though like all other Simulacrum realms, it is believed to have always existed by most. However, some scholars challenge this belief: the Outworld, they say, is a very unique plane, impossible to compare with Sanguine Hill or Hunter's Grove. Not only is the Outworld shared by two Simulacra - fundamentally opposed to each other, no less - but it is also not firmly anchored in place unlike other similar realms, shifting to appear in Koldenwelt relatively often in the shape of its third, evil moon. Thus, it was theoretised that the Outworld was created later during creation by other Simulacra or perhaps even Isiris herself, as a way to contain Kalisearan and Alar'xashan in their endless conflict and presumably fashioned out of Koldenwelt's original third moon - their own domains destroyed long ago either by Caligaduro Provectus, or each other. Another theory, held by the scholars of the Ar-Klith Sky Empire, is that the Outworld was formed by the two Simulacra unconsciously as a result of their conflict, the colliding energies of order and chaos melding into the shape of a plane.

One way or another, the Outworld has been a constant part of the universe since then, and inherently tied to all other domains of the greater universe. It is said that during these forgotten times when the Adversary ruled the world, the veil that separated the Outworld and Koldenwelt was quite weak, and that it was a fixed, constant part of Koldenwelt's sky - a brilliant, iridescent moon of black and white that illuminated the night sky, creatures of light and darkness descending on the mortal plane with each ray. It is likely that the Outworlder race first came into being during that age, perhaps descended from those reckless Koldenwelti sorcerers who dared to breach the barrier of worlds themselves and explore the strange lunar plane that they observed every night. It is also possible, though, that the Outworlders are native to the plane, the result of Kalisearan and Alar'xashan's energies colliding into something that was born of neither - a race of free will, great intelligence and magical potential stemming from both gods.

However, as the Orichalcum Age was over, the Outworld's appearances became rarer and rarer, and spells capable of giving access to it were eventually forgotten: only once in a few months would its ever-shifting visage appear on the night sky. The Third Moon became a dark omen: a symbol of foreboding conflict and death. Furthermore, the depictions of the Outworld itself change drastically from the Old Age onward: while ancient sources speak of a brilliant, iridescent moon surrounded by a halo of conflicting energies, later scholars describe it as greyish and dim, almost ghostly. Only rarely would swirls of black and white appear on the Third Moon, colliding with one another.

The only time when the Outworld appeared in the modern age for a long period of time was during the event known as the Metempsychosis, documented four centuries ago. Supposedly, the sky went black for four days and four nights, all the lesser solar bodies gone from the dismal sky, with only the sinister glow of the Third Moon to illuminate Koldenwelt - the white light of Alar'xashan brighter than ever before and the engulfing darkness of Kalisearan growing in turn to corrupt it. Thunderstorms struck the ground every hour, werebeasts fled from their dens and howled to their queen mother, while worshippers of Alar'xashan chanted and prayed to honour their god. Historians document creatures of chaos and order alike escaping their plane in great numbers on that long night - raiding or enslaving towns, slaughtering innocents as sacrifices to the two gods, desecrating temples and shrines, and setting fire to entire villages.

Scholars ascribed the Metempsychosis to the wrath of the two gods, a particularily strange convergence of planets, or perhaps judgement from Isiris herself, but the true culprit behind it, the most terrible of forces that escaped the Outworld that fateful night, went unnoticed. Unbeknowst to Koldenweltians, it was the desperate attempt of the Outworlders to escape their wicked gods - the one that resulted in their transformation into restless undead spirits - that caused the Third Moon's eclipse. Since the Metempsychosis, the appearances of the Outworld have once again become rare, except in the areas dominated by the Endless Host.


Due to its unique properties, the Outworld is not easily positioned in the traditional hiearchy of Simulacrum realms, though most place it as the first dimension above Koldenwelt below Midnight. It is believed to be the only Simulacrum realm to be spherical in shape, with the spheres of influences of each Simulacrum corresponding to the plane's poles. Scholars describe the landscape of the Outworld as extremely desolate, with little signs of life, though warped in exotic ways due to the influx of conflicting streams of Source: flying islands, impossible stone structures and rivers that flow upwards are a common sight.

The realm of Alar'xashan dominates the north of the Outworld: his domain, known as the Grey Empire, is a land of pure order, a gigantic flat plane of pure silver unblemished by any imperfection. Thousands upon thousands of golden palaces, fortresses and temples constructed in perfect straight lines, as well as the millions upon millions of mindless worshippers and Malachim that tend to these illustrious cities, are the only things that perturb that flatness. Any interloper that would dare enter this sacred realm would be either destroyed on the spot or converted into yet another slave of the God of Order. Alar'xashan is said to be flying constantly over his empire, making sure that his perfect design is adhered to and preserved. Slightly to the south lie the Serene Plains, where Kalisearan's chaos begins to corrupt Alar'xashan's perfect design and the land turns from silver to ignoble iron. Formerly, this was the seat of power of the Outworlders and their Serenity Empire, but now that they had escaped their homeworld, the Plains are largely desolate, with only the ruins of Outworlder cities to remind one of their glory.

The southern hemisphere of the Outworld is, on the other hand, completely chaotic, as befitting its mistress. Most of this strange land is dominated by lifeless, but at the same time lively plains, known as the Chaos Wastes, where Kalisearan's Changeling minions are roaming ceaselessly, alone or in warbands, seeking to satisfy their never-ending desires. One can find corrupted Asuras there, hoarding their gigantic piles of jewels while whispering to themselves, or mountains of passionate Lilim enjoying each others' company. Laws of physics have no meaning there, and one can shape reality however they want, though it is likely that whatever one will create in the Wastes will immediately be undone. Closer to the northern reaches of the Wastes, where they meet the Serene Plains, is the Equator, a place of eternal battle where Changelings and Malachim battle ceaselessly, while on the very south pole lies the beautiful yet terrifying Black Palace, where the Goddess of Chaos lies and amuses herself.

The Palace is said to resemble a massive palace of immense beauty and extravagance, where beautiful girls and youths dance ceaselessly, hovering in the air, to the never-ending music in the shade of miniatur oak trees and gigantic fragrant flowers, all while water flows from fountains upwards towards the many-coloured iridescent sky. Among the more important parts of the Palace are the Kunstkammer, a sort of art gallery where the strangest and the most twisted things in the Thirteen Planes are preserved; the Garden of Grace, whose plants are usually either humanoid, carnivorous, sapient, or all of the above, the Den of Mortal Delights, of which very little needs to be said, the Athenaeum, a library of literary fiction composed mostly of erotic novels stolen from mortal realms over the ages, and the Zero Point, of which nothing is known at all.



The Malachim, also known as the Faceless, are the angel-like creatures created by Alar'xashan to serve as his footsoldiers. As the God of Order loathes the concept of free will, and is neither willing not capable creating any beings that posssess it, most of the Malachim are mindless, and can only execute orders of their superiors. While weak on their own, they are always numerous, fight in perfect concordance and with excellent tactical skill bestowed by their masters, and possess an uncanny proficiency with light magic that they use offensively.

  • Name - Nameless
  • Size - 1,8m
  • Relative Threat - Low

Basic footsoldiers of the God of Order, the Nameless are the most common form of Malachim. While skilled fighters, and capable of bringing forth bursts of light, they are completely mindless, without any identity whatsoever (as their name would imply), and when separated from their "comrades", tend to become aggressive or disoriented. Vaguely humanoid in shape, they are believed to be formed from the residual spiritual energy of Alar'xashan's dead worshippers coaelscing in the Outworld. Thus, the common belief of his worshippers that he selects worthy fighters to serve at his side is realised.

  • Name - Sleepless
  • Size - 0,8m
  • Relative Threat - Medium

The Tireless, vaguely similar to dogs in shape, are the hounds of Alar'xashan, the ultimate expression of the concept of domestication. Tamed animals, it is said, begin to resemble their owners; thus the Tireless, while doglike, resemble Deiwos crudely wrought in the shape of a quadraped, and are no different from their humanoid comrades: mindless and obedient. The Tireless are used by Alar'xashan to hunt down those who have somehow stood against him and his design. They are thus the most commonly encountered form of Malachim of Koldenwelt, and are, unlike the Nameless, capable of autonomous action, though they are still fixated on the tasks given to them by their god and are unable to operate without his comand. Capable of sensing the souls of their enemies, the Tireless are known to have hunted their enemies for generations, wreaking terrible vengeance on those who have wronged their god.

  • Name - Sleepless
  • Size - 4,1m
  • Relative Threat - Medium

Gigantic jellyfish-like monsters known as the Sleepless are used by Alar'xashan to maintain order in his realm and the communities of his worshippers by rooting out dissent and heresy. Though incapable of seeing, they possess an excellent sense of touch and are capable of feeling oscillations in the air, thus allowing them to hunt down moving targets. They are also skilled telepaths, capable of identifying heretical thoughts and then squashing them though their intense and terrifying psychic attacks. Thus, the only way to survive the attack of a Sleepless is not to move and to suppress any thoughts that it may deem dangerous.

  • Name - Merciless
  • Size - 2,1m
  • Relative Threat - High

Similar to the Nameless, but wrought in the shape of a woman and capable of a sliver of independent thought, the Merciless, known also as the Valkhir, are deadly winged spirits the lead the hosts of Alar'xashan. Known also as the Silver Judges, they bear the responsbility of judging whether the energy of a worshipper is worthy of being harvested into a Nameless or if their existense is forfeit. That being said, they are capable of wielding unspeakable destruction themselves, with immense light magic potential and their fiery greatswords. Legend has it that they also enter the Underworld sometimes, to find the souls of those they have found extremely worthy and stealing them from Mortium to transform them into the greatest of Alar'xashan's warriors, the Deathless.


Named so after their uncanny ability to shapeshift into a variety of forms, the wicked Changelings inhabit the southern hemisphere of the Outworld. Creatures of great sinfulness, all of them immortalise one particular vice of mortalkind, whether it be greed, pride, or lust. Interestingly enough, all of the Changelings resemble mortal races of all sorts, from Deiwos to Kelodhros: they are believed to be either wrought in the shape of mortal beings or actually have once been mortals, corrupted into demons through the Goddess' transforming touch. One way or another, they are capable of corrupting other mortals, transforming them into beings similar to themselves upon clawing, biting, or having intercourse with them. Not obeying Kalisearan directly, they neverthless all rever her as her goddess and, through their acts of vice, empower her and act in her interests.

An elven Taowu

  • Name - Taowu
  • Relative Threat - Low

The weakest creatures that serve Kalisearan, the Taowu are the living incarnations of sloth, thoughtless and mindlessly conformist. It is not particularily clear how exactly these creatures are formed, for the slothful would be unlikely to turn to the Goddess of Chaos, but somehow their number exceeds that of all other changelings, to Kalisearan's annoyance. It is believed by some that the Taowu are actually born out of creatures corrupted by other changelings who did not fight the curse, accepting their predicament without fighting back. Crowds of Taowu, either on their own or blindly following other changelings, are a common sight in the Chaos Wastes.

The Taowu mutations are not severe, outside of the usual changeling black scales, yellow blood that pours from scabs on their skin, and additional eyes, though they may occasionally grow claws.

A Merovar Asura
  • Name - Asura
  • Relative Threat - Medium

Selfishness and greed dominate an Asura mind. Devoured completely by their pursuit of material wealth, the Asura hunger mindlessly for whatever catches their fancy - some collect gold, others jewelery, while some pursue rare pieces of art or exotic slaves. Ironically enough, the environment of the Chaos Wastes means that they are more than capable of imagining into being whatever they desired, but, having little imagination left from their corruption, they are incapable of doing so, which angers them greatly. Unlike the obedient Taowu, Asura do not fraternise with any other changelings, and are almost always solitary creatures, their only companions the piles of wealth that they collect. However, even by themselves, they are highly dangerous creatures, especially if they collect weapons or magical scrolls.

The emblematic mutation of the Asura is the additional pair of arms that they use to grab their precious loot faster; precious gems or golden geodes may also appear on their backs as signs of their corruption and greed.

A Lagosi Lilim
  • Name - Lilim
  • Relative Threat - Medium

Similar to the Succubi born of Zran Kar but also fundamentally different on many levels, the Lilim are the ultimate incarnation of lust and desire. Much like the Asura, the Lilim are extremely selfish and possessive, and, unlike the promiscuous Succubi, generally tend to hold on to their partners - of which, however, there can be many - which they typically transform into single-mindedly obsessed changelings like themselves. A young Lilim usually starts with one partner, once their love in mortality, but over time their harem grows more and more, until it ultimately numbers in hundreds. Outside of tending to their partners, the Lilim generally tend to be non-hostile, unless they wish to expand their circle of lovers. They are, however, incredibly jealous, and are known to ruthlessly and painfully slaughter those whom they perceived as rivals for their lovers' affection. In this case, they are capable of wielding highly dangerous and unpredictable strains of dark magic, especially those related to seducing and confusing their foes.

The Lilim mutations are perhaps the most varied, but are all centered around enhancing the Lilim's beauty and appearance, even despite their usual changeling disfigurations. They may develop larger breasts, hips or longer hair (in case of a female), become more muscular or athletic, or undergo some unique exotic transfiguration to accomodate their own strange fetishistic desires. They are also known to exude an aura of seduction that erases the more monstrous elements of a Lilim's body from one's mind, leaving only a beautiful, enticing being.

A Human Dark Troll
  • Name - Dark Troll
  • Relative Threat - High

The savage Dark Trolls are perhaps the simplest form of changeling: creatures born of anger. Very straightforward, brutal, and savage, very little can be said of them, other than the fact that they like to beat things. While among the strongest chaos creatures, Dark Trolls are opposed to all other changelings and rarely, if ever, cooperate with them in any way, though they may at times attract Taowu followers (whom the trolls will usually eat) or be swayed by a particularily powerful Archon.

Dark Troll mutations are, in contrast with those of the Asura, very straightforward: increased size, strength, and natural armour.

A Klaxxa Archon
  • Name - Archon
  • Relative Threat - High

Standing at the pinnacle of changeling hierarchy are the serpentine beings of pride known as the Archons. Possessing the most magical potential compared to all other changelings, and, what is more important, more willing to utilise their great power, Archons represent Kalisearan in her aspect of the Queen: ambitious tyrants seeking to accumulate as many followers as possiblle. Capable of controlling minds and souls, and often gigantic in size, an Archon is a deadly opponent even if one ignores their worshippers, and the most powerful of them are capable of leading thousands, both changeling and mortal. However, all Archons possess one glaring weakness: their pride leaves them easy to manipulate, and if one manages to hurt their ego somehow, they will be left weakened.

Archons mutate, like Lilim, in a variety of ways, but all of them possess serpentine lower bodies. Amongst the more common mutations are golden armour-like growths on one's body, crown-like protrusions, and, like with the Lilim, improved physical appearance to sate one's vanity.


Went there once. That was perhaps one of the most unusual experiences of my life, and quite frankly, one I do NOT want to relive.

- Ndrhthryr

We are upon Outworld / Endless Host; unison / To find our way / To our goal

- Pyyls'as

Where Chaos and Order meet, all is wrong. The truth is that all is malice... and the malice of the Abyss will devour it all at some point.

- Vargash
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