Expanding the classic module B2: The Keep on the Borderlands is a rite of passage for many Dungeon Masters. Because the original module is a "sandbox" with plenty of empty space, it’s the perfect canvas for adding political intrigue, factional infighting, and environmental storytelling.
Here are a few ways to breathe new life into the Realm and the Caves of Chaos.
1. The Keep: A Nest of Intrigue
In the original text, the Keep is mostly a safe zone. To expand it, make the residents more than just shopkeepers; give them conflicting agendas.
The Castellan’s Secret: Perhaps the Castellan is being blackmailed by someone in the Caves, or he is a former adventurer hiding a dark relic in the Keep’s vault.
Religious Tension: The Priest in the Chapel of Good might be a hardline zealot who views the adventurers (and certain "shady" Keep residents) as a potential corrupting influence.
The "Fifth Column": Introduce a spy for the Cult of the Evil Chaos (from the shrine) who is poisoning the Keep’s well or sabotaging the gate mechanisms.
2. The Caves: Faction Warfare
Instead of the Caves being a series of static monster rooms, turn them into a powder keg of "Monster Politics."
| Faction | Current Goal | Conflict |
| The Goblins | Survival & expansion | They are being bullied by the Bugbears for tribute. |
| The Kobolds | Fortifying their "Kingdom" | They want to flood the lower tunnels to keep the Orcs out. |
| The Orcs | Warlord dominance | Two separate tribes (Clans 1 and 2) are on the verge of civil war. |
| The Cult | Summoning a Greater Demon | They are secretly manipulating all tribes to provide sacrifices. |
Pro Tip: Let the players discover these tensions. An Orc prisoner might offer to help the party if they promise to kill the rival Orc Chieftain.
3. Expanding the Wilderness
The "Borderlands" should feel vast and dangerous. You can add unique locations to the map to provide variety between dungeon crawls:
The Sunken Druid Circle: A corrupted grove where the players can find a cure for a magical disease spreading through the Keep.
The Hermit’s True Identity: Instead of just a "crazy man," make the Hermit a fallen Paladin or a high-level Wizard in hiding who can act as a cryptic mentor.
The Spider Woods: A dense thicket between the Keep and the Caves that serves as a "level 2" challenge, featuring ettercaps or giant spiders.
4. The "Phase Two" Evolution
As the players clear out sections of the Caves, the world should react. Don't leave the caves empty!
The Vacuum: If the players wipe out the Goblins, the Bugbears might move into their larger territory.
The Retaliation: If the party becomes too successful, the Cult may send an assassin or a "Gift of Peace" (a cursed item) to the Keep.
The Siege: Once the party reaches Level 4 or 5, have the remaining forces of Chaos unite for a final, desperate night-time raid on the Keep itself.
Integrating the "Darker" Elements
If you want to lean into the "Chaos" aspect of the title, you can introduce minor environmental mutations near the Caves.
Trees with screaming faces in the bark.
The stream running from the ravine turning a deep, unnatural violet.
Wildlife (like the Owlbear) exhibiting strange, extra-planar abilities.
To make the trek from the Keep to the Caves feel like a living, breathing world, the encounters should reflect the growing influence of Chaos and the logistics of the monsters living nearby.
The journey usually takes a few hours through rugged terrain. I recommend rolling once during the journey, or twice if the party travels at night.
Wilderness Encounter Table (1d12)
| Roll | Encounter | Description |
| 1 | The Deserter | A wounded Man-at-Arms from the Keep hiding in the brush. He fled a skirmish and warns of a "new terror" in the woods. |
| 2 | The Scavengers | 1d6 Giant Rats or Crows picking at a dead mule. The mule's saddlebags contain 50gp and a half-eaten map. |
| 3 | Goblin Press-Gang | 2d4 Goblins dragging a heavy iron cage. They are looking for "recruits" (slaves) for the Bugbear mines. |
| 4 | The Ominous Totem | A pile of bleached bones tied together with sinew. If disturbed, it emits a shrill whistle that alerts nearby patrols. |
| 5 | Merchant Caravan | 2 Wagons guarded by 4 mercenaries. They are overcharging for basic supplies (torches, oil) and headed for the Keep. |
| 6 | The Owlbear’s Mark | No combat, but the party finds a tree shredded by massive claws 7 feet up. Fresh tracks lead toward the Ravine. |
| 7 | Chaos Spores | A patch of purple fungi. If stepped on, characters must save vs. Poison or suffer hallucinations for 1 hour. |
| 8 | Orc Outriders | 1d4 Orcs mounted on Dire Wolves. They won't fight to the death; they prefer to harass and then ride away to warn the Caves. |
| 9 | The Hidden Pit | A camouflaged pit trap (1d6 damage). At the bottom is the corpse of a previous adventurer holding a Potion of Healing. |
| 10 | Gray Ooze | It looks like a wet patch of stone or a puddle in the middle of the path. Deadly for players who don't check their footing. |
| 11 | The Mad Hermit | He appears on a ridge, shouts a cryptic prophecy about "The Dark Priest," and throws a rock before vanishing. |
| 12 | A Rare Quiet | The forest goes silent. The party finds a beautiful, untouched spring. Drinking the water grants +1 HP for the next 24 hours. |
Making Encounters Meaningful
To elevate these beyond simple "roll for initiative" moments, consider the following environmental tweaks:
The Weather: If it’s raining, the narrow ravine path becomes a muddy slog, making it impossible to surprise enemies.
The Scent of Chaos: As the party gets closer to the Caves, describe the smell—acrid smoke, rotting meat, and a metallic, "ozone" tang from the Shrine of Evil Chaos.
Evidence of Infighting: Occasionally describe finding a dead Goblin with an Orcish arrow in its back. This reinforces the idea that the factions in the Caves don't get along.
Tracking "Heat"
If the players are loud or leave survivors during these encounters, consider increasing the Alert Level of the Caves.
Low Heat: Standard guards at the cave entrances.
High Heat: The entrances are barricaded, and the monsters have set up an ambush in the first room.
Meet Kaelen "The Quiver" Vane, the Deserter.
Kaelen was a veteran scout for the Keep’s militia, known for his steady hand and knowledge of the Ravine's outskirts. When the party finds him, he is huddled in a dense thicket of briars about a mile from the Keep, nursing a jagged wound in his thigh and clutching a notched longsword.
The NPC Profile: Kaelen Vane
Appearance: His tabard, once bearing the Keep’s sigil, has been turned inside out to hide his affiliation. He looks sleep-deprived, his eyes darting toward every snapping twig.
The "Official" Story: If questioned, Kaelen claims his patrol was ambushed by a massive Bugbear raiding party. He says he is the sole survivor and is too ashamed to return and face the Castellan after losing his men.
The Truth (Insight/Persuasion): He isn't just ashamed; he's terrified of the Keep itself. He didn't flee from the monsters in the Caves—he fled from what he saw inside the Keep’s Inner Bailiff.
The Secret: The Traitor’s Tithe
Kaelen’s secret adds a layer of "Cold War" tension to the module. While on a late-night perimeter watch near the Keep's postern gate, Kaelen witnessed a clandestine meeting between the Keep’s Provisioner (or a high-ranking Sergeant) and a hooded figure from the Caves of Chaos.
The Secret: The Keep isn't just holding the line; someone in a position of power is selling out. They are trading high-quality steel weapons and intelligence on merchant caravans to the Cult of Evil Chaos in exchange for "Chaos-touched" gold and a promise that the Keep will be spared during the "Great Cleansing."
Why he fled: Kaelen was spotted. He knows that if he returns to the Keep, he won't be welcomed back—he’ll be silenced. He believes the corruption goes all the way to the top, perhaps even involving the Castellan’s closest advisors.
How Kaelen Can Help the Party
If the party heals him or convinces him they aren't working for the traitor, Kaelen can provide valuable "meta" information:
The Secret Entrance: He knows of a narrow, unstable chimney in the Ravine that leads directly into the back of the Kobold Lair (Area A), bypassing the front guards.
The Signal: He saw the traitor use a specific signal—three flashes of a hooded lantern from the West Watchtower—to tell the monsters when the patrol routes are empty.
The Item: He managed to snatch a sealed scroll case dropped during the meeting. It contains a list of Keep residents marked for "Sacrifice" once the Caves move against the Keep. (The party might find their own names on the list if they've been active lately).
Kaelen's Potential Fate
The Guide: He can stay with the party as an NPC scout, though his wound makes him a liability in a direct fight (apply a penalty to his movement and AC).
The Witness: The party can try to escort him back to the Castellan to expose the traitor—but this turns the Keep from a "Safe Haven" into a "Social Dungeon" where the party must dodge assassins while trying to find an honest guard.
In the original B2 module, Orcs are often just "bags of hit points" waiting in a room. By making them Outriders, you turn them into a mobile, tactical threat that makes the wilderness feel alive.
These outriders belong to Orc Clan 2 (the more aggressive tribe) and serve as the eyes and ears of the Ravine.
The Orc Outrider
Medium Humanoid (Orc), Chaotic Evil
Armor Class: 14 (Hide Armor)
Hit Points: $15 (2d8 + 6)$
Speed: 30 ft. (60 ft. while mounted)
| STR | DEX | CON | INT | WIS | CHA |
| 16 (+3) | 12 (+1) | 16 (+3) | 7 (-2) | 11 (+0) | 10 (+0) |
Skills: Perception +2, Animal Handling +2
Senses: Darkvision 60 ft., Passive Perception 12
Languages: Common, Orc
Challenge: 1/2 (100 XP)
Traits
Aggressive: As a bonus action, the orc can move up to its speed toward a hostile creature that it can see.
Born to the Saddle: The orc has advantage on saving throws made to avoid falling off its mount. If it falls off its mount and descends no more than 10 feet, it can land on its feet if it isn’t incapacitated.
Actions
Greataxe: Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: $9 (1d12 + 3)$ slashing damage.
Javelin: Ranged Weapon Attack: +5 to hit, range 30/120 ft., one target. Hit: $6 (1d6 + 3)$ piercing damage.
The Mount: Dire Wolf (Young)
Large Beast, Neutral Evil
The Orcs of the Borderlands breed a smaller, meaner strain of wolf specifically for the narrow Ravine paths.
Armor Class: 13 (Natural Armor)
Hit Points: $26 (4d10 + 4)$
Speed: 60 ft.
Traits: Keen Hearing and Smell. The wolf has advantage on Wisdom (Perception) checks that rely on hearing or smell. Pack Tactics. The wolf has advantage on an attack roll against a creature if at least one of the wolf's allies (the Orc rider) is within 5 feet of the creature and the ally isn't incapacitated.
Action (Bite): Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: $10 (2d6 + 3)$ piercing damage. If the target is a creature, it must succeed on a DC 13 Strength saving throw or be knocked prone.
Tactics: The "Harry and Run"
These outriders are not suicidal. Their goal is to return to the Caves and report that "fresh meat" is approaching.
Lead with Javelins: They will stay at a distance (30 ft.) and throw javelins while their wolves growl to intimidate the party.
Trip and Maul: If forced into melee, the wolf attacks first to knock a player Prone. The Orc then uses their Greataxe with Advantage against the downed target.
The Retreat: If an Outrider drops below 5 HP, or if half the squad is killed, they will use the Aggressive trait to dash away toward the Ravine, hooting and hollering to alert the guards in Area C (The Orc Lair).
Loot & Hooks
The Ear-Notch: Each Outrider carries a leather string with dried ears. Most are goblin ears, showing the internal strife between the factions.
The Branding Iron: One outrider carries a small iron brand shaped like a flaming eye—the mark of the Cult of Evil Chaos, proving the Cult is now commanding the Orc tribes directly.
To keep the Caves of Chaos from feeling like a series of isolated rooms, use this Alertness Tracker. It transforms the dungeon from a static map into a reactive, escalating environment.
Every time an Outrider escapes, a loud combat occurs near an entrance, or a "loud" spell (like Thunderwave) is cast, move the tracker up 1 Tier.
The Chaos Alertness Tracker
| Tier | Status | Effect on the Caves |
| 0 | Business as Usual | Monsters are eating, sleeping, or bickering. Surprise is easy to achieve. Front guards are bored and distracted. |
| 1 | Suspicious | Guards at entrances (Areas A, B, C) are doubled. They carry horns or drums. Monsters in the first 2 rooms of any lair are awake and armed. |
| 2 | High Alert | Entrances are reinforced with makeshift barricades (treat as Half Cover). Pit traps are reset. Random encounters within the ravine double in frequency. |
| 3 | Fortified | Cross-faction cooperation begins. You might find Bugbears guarding the Goblin halls. The Cult of Evil Chaos sends 1d4 Acolytes to bolster the weaker tribes. |
| 4 | Total Mobilization | The "Siege" mindset. The tribes stop fighting each other. The Ravine is a kill zone; any party spotted is peppered with arrows from multiple cave mouths at once. |
How to Reduce Alertness
The party can lower the Tier through clever play, allowing them to "reset" the dungeon’s difficulty:
Wait it Out: Every 3 days the party spends away from the Ravine (and doesn't harass caravans), the Alertness drops by 1 Tier as the monsters grow complacent and resume their infighting.
The Frame Job: If the party leaves evidence (like a specific tribe's banner) at the scene of a slaughter, the Alertness doesn't rise for the Keep; instead, the tribes start a mini-war, potentially lowering the Tier as they focus on each other.
Assassination: Killing a tribal Chieftain or the Cult Leader can cause a Tier to drop—not because the monsters are less afraid, but because they are too busy fighting over who becomes the new boss.
"The Outrider Penalty"
If a Pig-Faced Outrider escapes a skirmish on the road:
Increase the Alertness by 1 Tier immediately.
The specific tribe the Outrider belonged to (usually Orc Clan 2) gains Advantage on Initiative for the next 24 hours, as they are literally waiting behind the door for the party.
DM's Secret Table: The Traitor's Signal
If the Alertness reaches Tier 3, the traitor back at the Keep (Kaelen’s secret) gets nervous. Roll 1d6:
1-2: The traitor sends a "cleaner" (an assassin) to the party's rooms at the Keep.
3-4: The party finds their rations have been poisoned (Constitution save or be Poisoned for the first hour of the next crawl).
5-6: The traitor leaks the party's planned route to the Cult, resulting in an automatic Ambush during the next journey.
In the Caves of Chaos, peace is a fragile thing. The proximity of so many aggressive species in one ravine creates constant friction.
When the players first arrive at the Ravine—or if they spend a week away and return—roll 1d8 to see which two factions are currently at each other's throats. This changes the dungeon's "ecosystem" and provides opportunities for the players to use diplomacy (or treachery) to their advantage.
The Ravine Conflict Table (1d8)
Roll Factions Involved The Cause of the Conflict Gameplay Impact 1 Kobolds vs. Goblins A dispute over "trash rights" in the lower ravine. A messy skirmish is happening in the ravine floor. Stealth is easy due to the noise. 2 Orcs (Clan 1) vs. Orcs (Clan 2) A blood feud over a stolen tribal banner. Both Orc caves are on high alert, but they are looking at each other, not the entrance. 3 Bugbears vs. Everyone The Bugbears have raised the "tribute tax" (meat and gold). Smaller monsters (Goblins/Kobolds) are terrified and may actually hide or help the party for a price. 4 The Cult vs. Gnolls The Cult tried to sacrifice a Gnoll; the pack is now retaliating. The Gnolls are prowling near the higher caves. The Cultists are locked inside their shrine. 5 Goblins vs. Ogre The Goblins "forgot" to feed the Ogre; he’s now rampaging in their tunnels. The Goblins are distracted trying to lure the Ogre back to his cave (Area E). 6 The Gray Ooze Leak A strange slime has seeped into the water supply of the lower caves. Monsters in Areas A and B are Poisoned (disadvantage on attacks) due to bad water. 7 The "Chaos Fever" A magical plague from the Shrine is spreading. Monsters are paranoid and aggressive. They attack on sight, even their own kind. 8 Uneasy Truce The Cult Leader has forced a magical blood-oath of peace. Worst Case Scenario. All factions work together perfectly. Alertness starts at Tier 1. How to Use These Conflicts
Instead of just describing a fight, give the players a way to interact with the chaos:
The "Enemy of my Enemy": If the party finds the Kobolds losing a fight to the Goblins, they can intervene. The Kobold Chieftain might offer a "safe passage" through their tunnels in exchange for the head of the Goblin King.
The Distraction: If the Ogre is rampaging (Roll 5), the party can move through the Goblin caves with much less resistance, as the guards have been pulled away to deal with the "Ogre Problem."
The Evidence: Players can loot weapons from one faction and leave them in the lair of another to spark a war where there wasn't one before.
Example Scenario: The Blood Feud (Roll 2)
If the two Orc clans are fighting, the party might find a dead Orc from Clan 1 pinned to a tree with a Clan 2 spear.
The Hook: If the party wears the colors of Clan 1, they might be able to trick Clan 2 into an ambush—or vice versa.
In the original B2, the Kobolds (Area A) are the weakest faction and the first to get bullied. Their leader, Chieftain Tartak, is a paranoid but surprisingly shrewd survivor. He knows his "kingdom" is one bad week away from being wiped out by the Goblins or the Orcs.
If the players approach with weapons sheathed (or surrender after being caught in a trap), Tartak is willing to talk rather than die.
Negotiation Profile: Chieftain Tartak
The Vibe: High-strung, speaks in rapid-fire barks and yips. He wears a crown made of sharpened bird beaks and a "royal robe" that is actually a tattered silk curtain stolen from a merchant caravan.
His Leverage: He knows the "Back Door" tunnels that connect several caves, and his tribe manages the most effective trap network in the Ravine.
1. What Tartak Wants (The "Ask")
The players must provide one of the following to earn his trust:
The Head of Breeg: Breeg is the Goblin Sub-Chief who oversees the "tax collection" (extortion) of the Kobolds. Tartak wants him dead—and he wants the head to mount on a spike.
The "Shiny Stone": A large, glowing crystal in the Goblins' possession (Area B, Room 14) that Tartak believes is a dragon’s egg (it's actually just a large hunk of low-grade quartz, but it's "holy" to them).
The Cure: Several kobolds are sick from the "Chaos Fever" (from the Conflict Table). He wants the party to fetch "Man-Medicine" (Healing Potions or Cleric magic).
2. What Tartak Offers (The "Trade")
If the party agrees to help, he offers a tiered reward system:
Tier 1 (Peace): Safe passage through Area A. Kobold guards will "look the other way" and deactivate the pit traps for the party.
Tier 2 (Intelligence): He reveals the Secret Door locations in the Goblin and Orc lairs. He also warns them about the Ogre and how to bypass its cave using the "stink-oil" trick (smearing oneself in a certain fungus so the Ogre thinks you're a fellow monster).
Tier 3 (The Guide): He assigns "Sticky", a particularly brave (disposable) Kobold scout, to accompany the party. Sticky knows the layout of the Ravine and can point out hidden sentries.
3. The "Kobold Contract" (Negotiation Table)
To see how the negotiation goes, have the party's "face" make a Charisma (Persuasion) check:
| Result | Outcome |
| 1-9 | Insulted. Tartak thinks you are mocking him. He demands a "Gold Tax" (50gp) just to let you leave the cave alive. |
| 10-14 | Wary Truce. He won't help you, but he won't attack you. He tells you to "Go kill Goblins, then we talk." |
| 15-19 | The Alliance. He shares the map of the Goblin caves and offers the "Back Door" secret. He expects a tribute of 10gp per player. |
| 20+ | Blood Brothers. Tartak is convinced the players are sent by a Dragon. He gives them "Sticky" as a guide and a Bag of Caltrops as a "Royal Gift." |
Tartak's Secret Betrayal
Warning: Tartak is still a creature of Chaos. If the party looks weak or comes back from the Goblin caves badly wounded, Tartak will try to double-cross them to steal their gear and present it to the Evil Priest as a peace offering.
"A Kobold's promise is written in sand, but their traps are set in stone."
The "Back Door" is a series of narrow, forgotten crawlspaces that run behind the main walls of the Ravine. These aren't the grand halls built by the Orcs or the Temple; they are natural limestone fissures widened by generations of Kobold "sappers."
The Secret Entrance: The Weeping Cleft
Located about 100 yards east of the main Ravine entrance, hidden behind a patch of thorny briars and a trickling waterfall.
The Check: A DC 15 Wisdom (Perception) check is required to find it unless Tartak has given the players directions.
The Squeeze: The tunnels are "Small" in scale. Medium-sized creatures (Humans, Elves, Orcs) move at half speed and have Disadvantage on attack rolls while inside. Small creatures (Halflings, Gnomes, Kobolds) move normally.
Key Locations in the Back Tunnels
1. The Echoing Flue
A vertical chimney that goes up 30 feet.
Leads to: Area A (Kobold Lair), Room 6. * The Benefit: This allows the party to enter the Kobold lair directly into the "living quarters," bypassing the front guard room and the initial pit traps.
2. The Rat-Run
A long, damp tunnel filled with the smell of wet fur.
Leads to: Area B (Goblin Lair), Room 12. * The Benefit: It exits behind a heavy tapestry in the Goblin "Common Room." If the party is quiet, they can overhear the Goblins discussing their troop movements or the location of their treasury.
3. The "Stink Pipe"
A narrow, foul-smelling vent that carries the waste from the upper caves.
Leads to: Area C (Orc Lair), Room 19.
The Hazard: Any player entering must succeed on a DC 12 Constitution Save or be Nauseated (effectively Poisoned) for 10 minutes.
The Benefit: It drops the party directly into the Orc storage room, which is usually unguarded and full of stolen barrels of ale.
Random Back-Tunnel Complications (1d4)
The tunnels aren't entirely safe; Tartak doesn't use them often because of what lives in the "cracks between the walls."
| Roll | Event |
| 1 | The Ceiling Collapse: A player must make a DC 13 Dexterity Save or take 1d6 bludgeoning damage as the narrow roof shifts. The noise may alert nearby monsters. |
| 2 | Swarm of Insects: The party crawls through a nest of beetles. They take 1d4 piercing damage and must stay quiet to avoid screaming. |
| 3 | The Narrow Gate: A particularly tight squeeze. Heavy armor must be removed to pass through, or the player becomes Restrained and needs help to be pulled out. |
| 4 | Goblin Trash: A Goblin from the room above dumps a bucket of refuse down a ventilation hole. It’s disgusting, but the party might find a "discarded" silver ring (worth 5gp) in the mess. |
Tactical Usage
Using the Back Door changes the "win condition" of the module. Instead of a frontal assault (which is suicide at Tier 3 or 4 Alertness), the players can:
Plant "Chaos": Leave Orc weapons in the Goblin tunnels to trigger a war.
Extraction: Sneak in, grab a prisoner or a specific item, and vanish before the alarm is ever raised.
Assassination: Bypass 50 guards to reach the Chieftain’s bedroom while he sleeps.
Map from this Reddit thread..
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