Aberrant humanoid
Mind flayer
Mind flayer
Type Aberrant humanoid
Vision Normal
Location The Underdark
Alignment Lawful evil
Languages Deep Speech, telepathy

The illithid, is an evil and sadistic being, humanoid in appearance, but with a four-tentacled octopus-like head. These beings are feared throughout the Underdark for their telepathic abilities and usually are not without two or more slaves, mentally bound, to each individual mind flayer. Although they cooperate to achieve a goal, they will back away at the first sign that it is not something that will be self-profitable. They are capable of speaking Undercommon, but prefer telepathic communication and will attempt to mentally dominate any non-slave, non-illithid they meet. Some theorized mind flayers to be aliens from the future, they come back in time to save their species from extinction. They feed on the brains of sentient creatures and are thus feared. Their natural psionic abilities also make them respected in the eyes of the drow, beholders, and duergar, the other dominant races of the Underdark.

Society Edit

Mind flayer communities range in size from two hundred to two thousand, and that is counting only the illithids. Each mind flayer in the community likely has at least two slaves to do its bidding. In these communities, the number of slaves often far outstrips the number of mind flayers. For example, the illithid city of Oryndoll has a total population of 26,000, but mind flayers only make up for 3,450 (about 13%) of that number.

When problems arise or the mind flayers wish to discover some secret, they form inquisitions. These inquisitions are made up of a team of mind flayers, not unlike an adventuring party – each mind flayer gives their own talents and abilities to achieve the inquisition's goal. If a situation is too large for just an inquisition to handle, the mind flayer community puts together a cult. A cult is much larger than an inquisition and is spearheaded by two mind flayers who constantly vie for the greater power within the cult.

Some mind flayers undergo process called laceremorphosis, which makes them bigger, stronger and more powerful than regular mind flayers. They become Ulitharid or illithid-nobles, and posses six face tentacles instead of the regular four.

Although mind flayers willingly come together to achieve an end, they are always vying for more control in the community, but even then they are always beneath the elder brain. The elder brain is the heart of the community. Held in a pool of briny fluids, the elder brain consists of all the brains of the dead mind flayers in the community.

A Urophion is a sub species of mind flayer created as guardians for a mind flayer community. A Urophion was a Roper that survived the tadpole implantation process. They are usually treated as second class citizens but may join with the elder brain upon death.

Religion Edit

Mind flayer religion was once non-existent. In the time when they had invaded the shield dwarf kingdom of Shanatar and captured many shield dwarves, there were no gods to the mind flayers. Originally, their plan was to create a superior race of dwarves, skilled in both mechanics and psionics that would be loyal solely to the mind flayers. However, when the dwarves began to stage uprisings and rebellions, the city of Oryndoll, where the experimentation was occurring, was plunged into chaos. The only reason the city did not fall in the duergar rebellions was because of the sudden appearance of the mind flayer god Ilsensine. Since Ilsensine's appearance, the mind flayers have become deeply religious and begun to develop the formidable psionic powers that the race now has. llsensine’s favored proxy is Lugribossk.

Mind flayers once had an additional god called Maanzecorian who was killed by Tenebrous, the undead shadow of the demon lord Orcus.

Ye Old EcologyEdit

It wasn’t so much the way the visitor looked as the way he appeared – the assembled adventurers had expected him to enter through the doorway like everyone else. The visitor instead faded into being from the very air itself in the center of the room, as hardened warriors and cynical thieves stepped back from the apparition in fear.

It was Melakar the White-Bearded who first recovered his bearing. He cleared his throat and stepped toward the visitor. “Greetings, and welcome,” he began. “We sent messengers into the astral plane asking for those who would, for a price, tell us about the race known as mind flayers, to satisfy our own curios-“

The visitor hissed between thin lips, and the mage stopped and paled. “Don’t play with me,” said the visitor. “You and your guests are planning to raid a mind flayer lair you’ve heard rumor of, and you are desperate to know more about the creature beforehand. Surely, old fool, you didn’t think to hide that from a telepath, and especially from a githyanki knight.” After a moment the visitor smiled wickedly, and his pointed teeth gleamed. “Ah, you did think you could hide it.” The githyanki looked at the adventurers around him. “None of you can hide anything from me! Take your hands from your weapons! Should you do the least harm to me, the vengeance of the githyanki will destroy you all!”

Slowly the adventurers around the room forced themselves to relax. The githyanki warrior also assumed a calmer posture, and then turned back to the mage.

“Speak quickly. The gravity of your world tortures me, and even thoughts of your gold do not give me great comfort.”

“Where do the illithids, whom men call the mind flayers, come from?” asked the mage in a trembling voice.

The githyanki’s eyes narrowed. “Mind flayers are not of your world. They are not of any known world. They have been traveling the planes for so long, not even they know where they come from. From a secure base underground or from a darkened planet they send out projections of themselves to new prime material planes, scouting and searching for a new realm to conquer and enslave.

“Once a realm is discovered, it is doomed; the mind flayers have one of their number remain projected at the new plane while others use their psionic powers to enter the Silver Realm, that which you call the astral plane. These others then follow the scout’s silver cord to the entry point to the new plane, use psionic science to enter that plane, and begin bringing about its downfall. Our mages believe their lost home plane was anti-magical, and that they possess the same nature, for they resist magical influences so strongly that even the most accomplished wizards are taxed to slay them.”

“Why do they live only in darkness?” asked an elf. “I’ve heard they can walk about in the sun like any other monster.”

“Wrong. The illithids cannot tolerate light except in faint intensities. Their eyes are not like those of humans or elves; they have solid white abominations in place of eyes, with no pupils visible. Our scholars have tested and dissected these eyes, and we find that they focus light in a strange manner, so that a sudden bright light will overwhelm the visual nerves and leave the creature in agony. We have found that a magical light spell cast successfully upon an illithid’s eyes will send it into spasms. When blinded like this, it is in too much pain to use its psionic powers, and is helpless and easily slain.”

The githyanki suddenly turned to his left. “You are correct,” he said to a silent dwarven warrior, who gasped and stuttered.

The githyanki continued, cutting off the dwarf’s response. “You were assuming that the mind flayers can see into the minds of others as I can, and you are right. For me, the power came as a gift of fate; for them, it is natural to all. However, they cannot understand the thoughts they receive, and furthermore do not care to understand them. They know only their own secret tongue and the languages of their allies under the earth.

“The power they have to read minds is used only to communicate among themselves, each illithid reading the passing thoughts of the other and thinking its own thoughts to be read in turn, and so forth. They are also known to use this talent to detect the presence of other beings, usually intruders in their cities and lairs. True speech they save for their rare communications with non-illithids. They may also cry out from the pain of a light in their eyes, or when cerebral parasites drain their psionic powers.”

The dwarf’s face tightened and looked more grim than usual. “You would do well to confine your prying to others,” he growled. “What I think is none of your business.”

The githyanki leaned back and shrieked, in what seemed like a laugh. “None of my business? Fools! Everything here is my business - I wouldn’t have come if it were not! You sought a being who knew all the strengths and weaknesses of the mind flayers, and you got me. Who better to ask, you thought, than the greatest enemies of the brain-eaters? The githyanki - the people of Gith, who led us out of slavery and into the Silver Realm, out of the claws and tentacles of the mind flayers! We know more of mind flayers than you would learn yourselves in a lifetime.”

A skeletal finger stabbed out at the audience; jeweled armbands jingled and loose brown wrappings swayed from his arms. “I read blind stupidity in all of you. Half of you believe that you need only rush up and hack at them with your pitiful swords, and the rest of you think that your magic will turn the trick.”

The githyanki glanced toward the ceiling, then leveled his head again. “I’ll tell you what I saw. I saw a mind flayer hit directly with a wizard’s fireball spell, and the spell died out! Lightning and cold are almost always wasted on them, as though the attack was never made. They shrug off magic as one of you would brush away a bothersome insect. I saw a githyanki warrior older than any of you here, even you elves, charge a mind flayer - and in seconds it ruined his brain with blasts of mental energy. Three times it hit him - three times! The warrior was dead before he took ten more steps. It took five warriors more to bring the brain-eater down, and I was the only one of the five to come away with my brain and mind still intact.”

The room was silent, and the githyanki continued. “Yes, brain-eater. That’s what I said. Illithids relish the brains of humans and similar beings the way you eat the meat of cattle and fowl. To them, eating brains is a symbolic gesture. All illithids believe that they are the master race, the true and rightful rulers of all sentient creatures. They have no kinship to humanity or any other known race. They worship no gods, because they deem themselves the ones who should be worshipped.

“Being as intelligent as they are, endowed with psionic powers, and as physically weak as they are, the illithids believe that the mind is everything and all-important.” The githyanki tapped the yellowed skin of his temple with a bony finger. “To eat the brain of another race is the ultimate symbol of dominion over that race. They consume that which is important to them. Their tentacles have bony ridges that cut flesh and bone with ease, exposing the inside of the skull. Many collect the skulls of their victims and adorn their bodies with the trophies.

“They have a psionic power that especially helps them achieve their evil ends - a power of domination that they use with pleasure on their victims and those who would attack them. This domination power allows the mind flayer to control every movement of a single victim, to an unlimited extreme. Once, on a raid to an illithid lair, I saw a githyanki captain run himself through with his own sword while under the control of one of them. They would have a far easier time doing the same thing to one of you.” The githyanki stopped and scanned the room with an expressionless gaze.

No one spoke when the warrior paused. His golden armor glinted in the torchlight, and dazzling gems of a dozen pure colors flashed from his rings, bracelets, and armor as he stood waiting.

“Come, come,” the knight prodded. “I can read a hundred questions in your minds. Ask them out, so I may be paid.”

A halfling shifted in his chair. “You said that the . . . illithids . . . live in cities?” he whispered.

The githyanki nodded. “Cities buried deep under the earth, in caverns wider than you would imagine. Each world has only one major illithid city, but many smaller outposts are set up elsewhere in the underlands. The mind flayer lair you intend to assault is but one of many this world supports, and you are nowhere near the major city.”

“Where is their major city in this world?” called a priest, taking a step toward the githyanki.

The warrior shifted slightly, perhaps a shrug. “Later. Ask again when you have more gold.”

“Please, at least tell us more about their cities,” beseeched Melakar.

“I can tell you what I have seen. The great cities of the mind flayers are nothing like those you inhabit. They force slaves to carve the structures out of living rock, and then slay all the workers afterward. They use few stairways or ramps because each one can float its body by psionic means and use another psionic power to slow its fall. With these powers they can raise themselves up to escape enemies, and cross underground rifts and rivers without slowing.

“An illithid city is a sight no one forgets. Out of the darkness of a great chamber rise their stone towers, outlined by patches of softly glowing spores that have attached themselves here and there. No sound can be heard from within, except the chittering of their wererat friends and the deep, echoing growls of other creatures who roam their streets.

“They keep terrible guardians. Wererats, beholders, and grimlocks work with them - the beholders on somewhat of a more even basis than the other two races, which are used as fighters in the illithids’ wars. Their cities are open to some devils and the rakshasas, but these are rarely seen. Hellcats will serve them, mites will inhabit the ruins around them, and they are known to sometimes employ ogre magi.

“All of these horrible allies have one thing in common - they are not creatures an illithid would eat. Beholders are protected by their armor. Ogre magi can heal their own wounds, wererats are poisoned with the disease of lycanthropy, grimlocks are scaled and foul to the taste, mites are all but brainless, and the rest of their cohorts are all spirits from other planes.

“Why do they keep allies if they are so powerful? Because illithids prefer others to do their fighting and their physical labors, and wish to have a delaying force to hold off intruders while the cowards flee further into their city. A mind flayer city has many surprises, especially in the remote interior.”

Melakar pulled at his beard and said in a conversational tone, “I’ve heard that githzerai also work-“

The githyanki screamed. Melakar shrank back, aghast.

“Githzerai! Mad, traitorous wretches! Rot their souls in eternal flame! They claim kinship with us, the true people of Gith, yet they betray us all by allying themselves with the slavers! Blind they are, and mad for thinking the illithids will not deceive them. If the illithids are good for one thing, let it be for eating the brains of the githzerai - and yours as well!”

Enraged, the githyanki unsheathed his sword faster than anyone could react. Melakar barely had time to jump back as the sword-point swished in an arc at the level of his neck. In the next instant, the warriors around the room drew their weapons and hefted them for a charge at the mad visitor . . .

. . . who was no longer there. Just as quickly as he arrived, the githyanki was gone, the sound of his battle-scream lingering briefly after his body disappeared.

“Has he gone for good?” the halfling said anxiously, looking around the room. “He didnít even get his gold.”

Melakar sat down, trembling. The questioning had not gone at all the way he thought it would. No one else spoke, and he looked up at the halfling.

“I wish I knew, my friend. We may not sleep well for many nights to come.” Or, thought Melakar, perhaps for many nights more than that. Time passes slowly in the astral plane, and githyanki memories are long. . . .


Spewer: Spewers are small creatures that most humanoid creatures would mostly closely link with familiars or animal companions. In the fact they almost physically bonded with their master and come in different varieties. In a way they much resemble large bloated frogs that wrap around the forearm instead of having legs. Spewers come in three different varieties. Spewers are exotic weapons and require the feat Exotic Weapon Proficiency (Bio-weapons) to use properly. A spewer must wait 1d3 rounds between each firing. The Green and Black spewers require ranged touch attacks to hit.

Red Spewer: 4d4 points of fire damage. (15 ft. cone)

Green Spewer: Poison (First Damage: Paralyzation 1d4 minutes, Secondary: None.) DC: 14

Black Spewer: 2d4 points of acid damage. Half of the original damage on the following round.

Minor Evocation; CL 5th; Craft Magic Arms and Armor, burning hands (red), hold person (green), acid arrow (black); Price 7,500 gp; weight 5 lb.

Grandi Megi Slug: Large custom grown slugs by the tsochari for mind flayer use, these mighty but stupid slugs hold a mighty destructive power deep in their stomachs. By focusing the material of their recent meals in a disgusting process through its seven stomachs a Grandi Megi can expel the now volatile and large substance at a considerable distance and at high velocities. Unfortunately the slugs only have enough energy in them to force out such a blast once per day. And after 5 such uses, the final 6th blast rips it to pieces from the inside.Targets inside of a 30 ft. radius of the focal point take 10d12 of force damage (Ref save for half). These fine slugs are prime examples of our ingenious technology for wiping out the more "resilient" scourge abominations. Moderate Psychokinesis; ML 9th; Craft Universal Item, energy blast; Price 12,000 gp; weight 5 lb.

Memory Taker/Implanter: Various creatures can be placed inside of this large vats of a greenish solution capable of sustaining life. One inside, various tentacles with bone needles on their tips burrow into the victim's skull and begin to suck the memories from them. Aberrations with the proper codes can view and play back the visual and audio memories of the trapped creature or if in a fit of rage (or hunger) they may decide to terminate the subject. Once finished, the contents are divided into two separate containers. One for the aberration to use as it wishes, the other shipped off to factories in order too help power aberration weaponry against the fell undead plague. Also with the proper control and a steady hand one can actually falsify memories inside of the subjects mind, just in case the subject frees itself. Strong Enchantment; CL 17th; Craft Magic Arms and Armor, modify memory; Price 120,000 gp; weight 1,500 lb.