What was now Megalopolis had once been an ancient mighty Dwarven kingdom. They lived in large caverns inside the Atlas Mountains. The only time they came down to the valley was to trade their precious gems for food and clothes. They shared the mountains with giant eagles that were the size of small houses. In time they domesticated those mighty creatures. They used them for transport and warfare. They were among the last kingdoms to get conquered by Vetulonians. Then the star fell and the long winter engulfed the world.

Men from the valley having nowhere to hide from the harshness of winter pleaded the Dwarves to take them it. The Dwarves took pity on them and welcomed them to their home. The caves were a good shelter against the brutality of the cold that some feared might last forever. Still, life was difficult and the hardships of everyday brought Dwarves and Men ever closer. And more and more they began interbreeding. Some orthodox Dwarves opposed this! And when the long winter softened its grip on Helena, many left the kingdom of their ancestors. They went west, founding Dwarvenlands, just north of Vetulonia. Soon after this exodus, the Megalopolis republic was formed, ruled by elected officials. The new republic prided itself by being a melting pot of the two cultures. Sitting on massive amounts of gold and gems enabled them to live quite comfortably. They imported such things as food and clothes and focused their time on art, trade and philosophy. For a long time they were the most powerful realm in Helena. But their riches made them spoiled, lazy and bored. Hence more and more they started dwelling within the borders of hedonism and ill habits. Megalopolis became a mere shadow of what it had once been and stood for. What remained were empty philosophical debates, vanity and debauchery. The elected officials got replaced by family dynasties, fighting for power. The League despised Megalopolis, as they saw Dwarves as a subspecies. The League also lusted for the riches of their mountains.

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Megalopolis maintained a strong military force, but for the most part it was composed of mercenaries from the Sodomir people, their unsophisticated southern neighbors. The only thing left unchanged from the old days of glory was them riding their magnificent eagles across the skies of Helena.