" ...Knowledge of our world is to be nurtured like a precious flower, for it is the most precious thing we have. Wherefore guard the word written and heed words unwritten—and set them down ere they fade... Learn then, well, the arts of reading, writing, and listening true, and they will lead you to the greatest art of all: understanding. " — Alaundo of Candlekeep

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The mysteriouswas a dark and twisted analog of the Prime Material Plane that was discovered by the ancient Imaskari , forgotten for thousands of years, then rediscovered by the first Netherese Empire . Areas of deep shadow on the Prime Plane, especially subterranean darkness, could become a focus for a vortex to the Plane of Shadow, allowing travel between the planes while the vortex remained open. Upon entering the Plane of Shadow, the dim surroundings looked oddly familiar, but the similarities diverged rapidly as one moved away from the entry point, making mapping the plane impossible. Skilled practitioners of the Art could cast thespell, and either enter the Shadow Plane or traverse great distances very rapidly by skirting along the border between the planes before stepping back into the Prime.

Despite its forlorn appearance of abandonment, the Plane of Shadow was home to a wide variety of creatures. Over the millennia, all manner of animals and monsters either wandered into or fell through a vortex and got lost or became trapped. Those that survived eventually became dark creatures imbued with shadowstuff, often with unique abilities. A nearly immortal race of shapeshifters known as the Malaugrym were also quite at home here. Probably the most dominant inhabitants were the descendants of the ancient Netherese enclave of Thultanthar which escaped the Fall of Netheril by shifting the entire floating city into the Plane of Shadow. Over centuries, each generation adapted to the new environment a little better as it replaced part of their humanity with shadow essence, until they became shades.

At some point in its history, the deities Mask and Shar carved out their dominions on the Plane of Shadow. When Shar choreographed the demise of Mystra, precipitating the Spellplague, she managed to inject some of the energy from the Negative Energy plane into the Plane of Shadow, which changed its fundamental nature. Suddenly, the souls of the dead were drawn here first on their way to the afterlife. Shar named the altered plane the Shadowfell.