B3 Palace of the Silver Princess (orange) by Jean Wells
B3 Palace of the Silver Princess by Tom Moldvay and Jean Wells

Note that the later, green-cover printings have Tom Moldvay as co-author.

The First printing (orange cover) of this module was apparently rushed to the printer because of a deadline.  However, as Evan Robinson, a TSR editor at the time, notes: "We expressed concern about the content and writing in the module (internally referred to as 'Phallus of the Silver Princess') while Jean was creating it.  After Jean complained to Gary about our interfering with her creative process, Gary ordered us to do absolutely minimal editing and development, limiting our work to correcting spelling and grammar mistakes.  We did."  As the story goes, when the finished product arrived at TSR, Gary Gygax became incensed at what he regarded as several editorial decisions that were made in poor taste.  The copies that had been distributed to TSR employees earlier that day were ordered destroyed, and the inventory currently in the warehouse followed suit -- with the exception of one box of 72 copies, lifted surreptitiously from the trash later that evening.  Note: Gary Gygax disputes this claim, instead stating that Kevin Blume was in charge of the creative departments at the time -- and that it was he who "pitched a fit about the product" and ordered the recall.  This claim is also reinforced by Frank Mentzer's recollection (see below).

The module was re-released several months later with a green cover, some corrections to the dungeon layout, and a thorough re-writing and re-organization of the module text itself.  Also, the monsters and treasure in the First print were of the "fill-in-your-own" variety (like in B1 In Search of the Unknown); the later (green cover) printings have them pre-scripted.

Three of the controversial pieces of art are shown at right.  The first is the famous Decapus artwork.  As you can see, it's a bit far from risqué, even by the standards of two decades ago.  According to Robinson, the problem wasn't with the artwork, but rather with the lovingly sexual description: "A beautiful young woman hangs from the ceiling.  Nine ugly men can be seen poking their swords lightly into her flesh, all the while taunting her in an unknown language, and pulling at what few clothes she has on." 

The second piece of artwork shows what is obviously a caricature of Gary Gygax, in the upper left.  Robinson further elaborates on pictures hanging on the wall behind the characters: "The center framed picture on top is 'Mali' the moose god (don't ask) with myself and Paul Reiche III (who, along with myself, had just quit TSR) flanking and below.  The picture just below that is myself, Erol Otus (the artist), and Paul as we dressed to go over to the Admin building (the development staff was housed in the building above The Dungeon Hobby Shop while the rest of the company was out toward the edge of town) to finish leaving the company (Erol was just there for moral support -- we all dressed in our most formal clothing with weird headgear and/or ties and dark or mirrored sunglasses -- the administrative assistants thought we were "European buyers", which was hilarious).  The oval image is 'Chaz', the alter-ego of artist Jeff Dee."

The third piece is of an adventurer holding out a steak to an angry bear -- but to Gygax, looked like the adventurer was offering the bear his penis.

The fourth piece depicts a woman on a pedestal (shown in the upper portion), and was replaced by a dragon (lower portion) in the revised version.  While we've been perplexed as to the reason for switching this artwork, it's possible to perceive that the woman on the pedestal has a penis (the fold of her robe).  Thanks to contributor Curtis Anderson for advancing this theory. 

It's also noteworthy to mention that MANY pieces of artwork were deleted from the Orange version, and many more new ones were added to the Green.  Aside from the pictures mentioned above, none could be called "questionable" -- they were simply editorial changes for one reason or another (in general, however, lower-quality artwork was replaced in favor of higher-quality artwork).  Contrary to rumor, there is NO nudity in ANY of the art, female or otherwise.  As stated above, the module was heavily edited -- virtually no paragraph in the module remains the same.  As D&D was undergoing heavy revision about this time (coinciding with the release of the D&D Expert Set), it's also reasonable to assume TSR took the opportunity to make the revision as "modern" as possible.  The additional deletions / changes to the artwork may have been almost an afterthought, i.e. "it couldn't hurt", especially in light of the controversies over D&D floating around during that period.

To fuel further controversy, a commentary from former TSR staffer Frank Mentzer:

The editor of B3 (Ed Sollers) was a regular player in my campaign and a friend.  He was relatively new at editing, though.  Jean had been around for a while and did indeed use her few connections in that regard to get Gary (or someone) to order the 'light touch', a mere perfunctory pass-through by the editor for spelling and grammar and such -- no development or detailed checking.  The result was disaster.  The overall design was mediocre at best.  Key production elements were not checked -- for example, stairways were missing, and you couldn't get around in the palace.  The artists were rushed and Erol got a bit frisky, inserting 'in-jokes' into his pieces.  And of course several pieces of Jean's were included; it was her taco (and first and final product, as it turned out).

I think there were several reasons why the module was recalled, and psychobabble has nothing to do with it (the claims that it never shipped are false; several cases at least went out to distributors.)  The design flaws are the obvious thing -- we were growing like mad and setting new standards for quality, and here was this thing.... The inferior artwork, dropping in quality while every other product was improving, also hurt.  Gary wasn't happy about being included in the one drawing by Erol but he didn't pitch a fit; it's not like he was being mocked or jabbed, merely included.

No, I think one of the design elements definitely disturbed some folks and notably roused Kevin Blume -- the hybrid 3-headed hermaphrodite, combining male and female body parts.  We'd created a lot of weird critters but this one just seemed Not Right.  It was a wide-open door leading to even more unsavory artworks, sexual and moral implications, and just not a direction we wanted to take the game.  So Kevin ordered the recall and that was that.  After all, it wasn't that much money (compared to what was rolling in) and could be fixed, and was.

A final comment about the allegations posted at The Acaeum as 'history'.  The story as offered comes from Evan Robinson with bits from Paul Reiche.  These were two very young guys who were with TSR only a very short time and were then asked (by the VP of Products) to go with him and start a new company, Pacesetter.  They saw themselves as rising stars, and the story thus portrays them heroically and on a high moral ground -- this when they're walking out on TSR during its heyday!  Sorry guys.  IMHO their work was average at both companies.  It's a simple fact that they both vanished rather quickly.  So do take their story with an ounce of salt; their allegations about Gygax being behind it all is heavily colored by their antipathy for him, shared by their new boss.  I have nothing against them personally... but they, and others who came and went during that period, just didn't cut it.

And finally, a rebuttal from Evan Robinson:

I do not recall that I consulted Paul Reiche III at all when I sent you my note in July of 2002, so unless Frank has some proof, it's inaccurate of him to state that 'the story as offered comes from Evan Robinson with bits from Paul Reiche.'  It's all on me.

It's rather sad that, after all these years, Frank feels the need to put us down as not being able to 'cut it.'  Paul and I were in fact with TSR about a year.  I can't speak for Paul, but no one asked me to join them at Pacesetter, and I never did.  That is just false.  Whether we were rising stars isn't really relevant, and I would perhaps agree that Paul qualified, but not me.  I was just a guy who did editing and checked rules for playability, robustness, and contradictions.  Paul and I left TSR because we were told that we would no longer be allowed to work on RPGs but would have to work on 'Candy Land-type games'.  If that alleged change was concocted by management expressly to dismiss us because of our performance, it's hard to see why, since lack of performance is always grounds for dismissal.  As for our vanishing quickly, I suggest you do a search on each of our names on www.mobygames.com to see where we went.  Since those facts are clearly in error in Frank's final paragraph, I suggest that they may indicate the reliability of the rest of his statement.

As for our alleged antipathy for Gary Gygax, I assure you that I merely repeated the story as I heard it (I don't recall from whom).  If I had antipathy toward Gary, it was nothing compared to my utter loathing for all things Blume, and if I could have blamed the events on the Blumes, especially Brian, I would have.

Well, there you have it.  Or maybe you don't.  Regardless of the true background behind its recall, the "Orange B3" remains one of the most recognizable and sought-after D&D collectibles.

This module is now available for download at the Wizards of the Coast web site.  Thanks to Curtis Anderson, Jonathan Coke, Frank Mentzer, Evan Robinson, and Ciro Alessandro Sacco for help with this info.

Printing Information

• First (1981):  Orange color cover.  Starburst stating "Special Instructional Module" on bottom of front cover.  TSR Face Logo.  2-line angled banner ("For Dungeons and Dragons Basic Set").  (Thanks to John Rateliff for the artwork scans).
  
  
• Second (1981?):  Green color cover.  Addition of Tom Moldvay as co-author, and an address block for TSR United Kingdom (as well as the normal TSR US address).  Oversized TSR Face logo.  No starburst.  3-line angled banner.  ISBN only on back cover bottom left.  (Thanks to John Kozol for this info and the scan).
  
  
• Third:  Green color cover.  ISBN and Product Number on back cover bottom left.
  
  
• Fourth:  Green color cover.  Text in the 3-line angled banner is slightly shifted towards the lower left of the banner (difficult to discern unless copies of this and a Third print are placed side-by-side).  ISBN, Product Number, and Piece code all on back cover bottom left (thanks to Eric Pass for help with this info).

Estimates vary, but probably less than 100 copies of the First print still exist today.  As then-TSR-employee Jonathan Coke notes, aside from the preview copies handed out to employees, only one box (72 copies) was spared the pulping order.  While there are rarer D&D collectible items, the "Orange B3" commands some of the highest auction prices yet recorded, most likely due to the hype and mystique that surrounds it.

In March 2008, a SW copy of the Orange B3 sold for $3,050 -- the highest (confirmed) sale price of any single non-unique D&D module

Questionable Artwork 1

Questionable Artwork 2

Questionable Artwork 3

Questionable Artwork 4

Palace of Silver Princess
(2nd - 3rd print)

Palace of Silver Princess
(4th print)