Found this on the web. Looks like I went for door #2!

There’s a lot of fun you can have with the town and dungeon as is, but for those who’ve run it before and want to change it up a bit, here are two suggestions:

1) Heavy Metal Portown

No, not Megadeath meets Holmes Basic – the classic 70’s animated feature. This Portown variant is best plugged into a campaign similarly to the mists out of which Castle Amber appears in X2. Wherever they happen to be, the PC’s are surrounded by impenetrable mists. When they emerge, they find themselves somewhere near Portown – perhaps the beach, perhaps the hills overlooking the town on the landward side. The PC’s should appear several hundred yards from the town – enough for a good look at it and able to hear some noise, but not right in the thick of things.

Aside from the town, the PC’s will immediately notice that they are not in Kansas anymore. The sea is a roiling mass of unearthly blues and greens, its waves looking almost alive as if it were composed of untold numbers of water elementals. Foamy tendrils clutch at the beach and the sweeping waves seem to claw at the shore. The sky is a glowing yellow with no visible sun, although the sky is not overcast; overhead the amber sky is raked by thin, vibrant crimson streamers of cloud that move with supernatural speed. 

From their vantage point, the PC’s can see the port town below is either in the throes of civil disorder or was recently sacked. Cries, screams, drunken singing all emanate from the town and capering figures can be seen careening through the streets.

The scenario is basically similar to the Taarna episode of Heavy Metal. A peaceful port town on an alternate Prime has been sacked by an evil horde empowered by a great glowing sphere. The leader of the horde is the Thaumaturgist, who has set up his headquarters in the abandoned tomb complex above the town; with most of his mutated humanoid horde marauding through the town, he has only a few goblinoid guards and skeletal bodyguards he has animated through dark necromancy.

The PC’s must investigate the town – hopefully saving some of the townsfolk in the process, where they will find rumors about the dark mage who attacked the place a fortnight ago and now broods beneath the hill above the town. They will also learn of Lemunda, the town’s last defender – called into service before her training was complete due to the other defending knights being annihilated before the walls of the town; she was captured by the evil magic user and is held captive in his lair for purposes unknown but certainly terrible. The pirates are more of the thaumaturgist’s human mutant / humanoid flunkies, who are getting ready to take the fair Lemunda out to the Thaumaturgist’s black, demon-haunted galley rowed by his skeletal servants – skeletons who only recently were local townsfolk before they were slaughtered and defleshed by the humanoid horde for reanimation by the Thaumaturgist. 

Mood is a mix of Heavy Metal (the movie) with a heavy dose of Clark Ashton Smith dark fantasy..

2) The Shadow Over Portown

Old rumors indicate that Portown was built over the ruins of a prehuman city. What few realize is that the prehuman city still exists, cut into the sea cliffs below the entrance to the sea cave in the Zenopus dungeon. Completely filled with water, they can only be entered from the sea though old tunnels might still run beneath Portown itself.

What no one realizes is the ancient curse that will soon fall upon Portown. IN ancient days, there was a human settlement on the site of what is now Portown. The humans came by sea, and settled among a strange sea-people who came ashore and lived there for several months at a time. (DM’s choice – could use locathah, kuo-toa, sahuagin, Deep Ones, etc.). The sea folk were peaceful and they and the men lived side by side in harmony. Over time though, the sea folk began asking for more goods in trade from the men in exchange for the abundant fish they provided to the townsfolk. Tensions rose, with disappearances of fishermen and townspeople blamed on the sea folk and various misfortunes blamed on their strange rites.

One night, by the full moon, the townspeople saw their chance and took it. 

All of the sea folk were ashore for a great festival, which would culminate in a huge ceremony on the sea cliffs above the town. The townspeople secretly armed themselves as the sea folk began their rites, and at the climax of the ceremony the humans fell upon the unarmed sea folk. The slaughter was complete, and the green blood of the sea folk ran thickly down the hill and into the streets of the town. 

The humans’ own victory celebration did not last long. Great storms began to lash the town, and every ship in the harbor was trapped; those that tried to leave were smashed to matchsticks. No one living knows what happened next, though what came before is told of in a few ancient tomes. All that is known is that eventually the weather cleared, and traders from the north tentatively pulled into the port. They found the town deserted, its buildings half fallen in as though they had been abandoned for centuries – although the place had been thriving but a few weeks before. Terrible sights and sounds appeared to the north men, and they scrambled quickly back into their ships and fled to their homeland. 

Fast forward to today. Modern Portown has been resettled by traders from the south and sea reavers from the north. It is a boisterous, growing town completely unaware of the ancient curse. As the characters arrive, the place has just begun to labor under a strange pall. Weird sea cults have taken root in the town, and lately people fear to walk the streets at night. Weird sounds are heard in the alleys, and flickering ghost lights have been seen in the harbor and on the sea cliffs. Watery footprints and claw marks on windows are found around and on houses in the morning, though nothing unusual is seen or heard by night. 

For this one, the original Portown and Zenopus dungeon are crossed with Cthulhoid monstrosities. Think “The Shadow Over Innsmouth” meets “The Doom That Came To Sarnath”. Maybe the PC’s can thwart the curse outright; maybe they can just defeat it long enough for the town to evacuate before something Unspeakable happens.

So, those are my two ideas for variations on the theme of Holmes’ Portown. Anyone else have similar concepts they’d like to share? : )