The Illithid Dossier

<style>

.phb{padding-bottom:0.25cm;}
    .phb#p1:after {display:none;}
        .phb code{font-size:8pt;}
        .phb:after {
        content: '';
    }

.phb a {color:inherit; text-decoration-style:dotted}
  @media print {
      .phb a {text-decoration:none;}
  }
  
   .phb .footnote {
    width: 800px;
  }

.phb h1 {text-align: center;}

/* Dossier Wide Stat Block */
.phb span.dossier hr+section blockquote

{  
    background-image: url(https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEjodH7xWyH6UcvFCcka_GtQ40wibxEhk8K7fnwkHiKqu6ygOo5O9LkMTuj4q2GZQmH0G_HzVrlru0bjRueV04gIJNI4qmVc2dkMv4RjPN2RRDB6OIJxaU_wAccoMkbqrl9y40kf5mDwjnAedX7Js4hD98egN_U0yZGeJ18jXtAc6OwF-wxlHVKl09Br84Ge/s2560/red%20statblock%20background.jpg);
    border-image: url(https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEgsWgsz1lt3Y7dVX6oIYfeavtdBIlf8kScqg_SKFLqzRZJw-nJh60cwg4NGKZRMI87MmZbL1QB_ZUG-l9C9tIkWwO9p6LeAWeBE9LX3xQzfu6Xha8CSK43jCzDTAQdxIK9lQ9lP6Y13Q2BXxVJ5Mr5bEpHeS89dhzcyB5VGTyx48TlDCsKHgcWPP_gvyxe1/s2101/red%20statblock%20border.png);
    border-width: 10x;
    border-image-slice: 20;
    
  }
  .dossier hr+section blockquote hr {
      background-image: url(https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEjV9fnF9JuY0DQi8LHq0bFKJ7Xru7SvVO1qeoor_tpofiPtPAqhgZy3IDzPxt2TEyDIUg6uCFQhtZ69rfRsgj8NGVDUsex4sNPwTAtiCpH7MsN2XOw2FFeDJWmMiXN3Ii_yeDniFb-BEVwhUiItqwuCK8h3AfvD92FtBe_Cg6qq6BV-fLiuPCy-2DEl-0I5/s822/red%20bar.png);
  }
.phb .dossier hr+table {margin: 0;
    line-height: 6px;
    padding-bottom: 4px; padding-top: 6px;
    
}

.phb .dossier h3 {color: #58180D; font-family: ScalySans; font-variant: small-caps; font-weight: 500;border-bottom:1px solid #673a48; 
}
.phb .dossier li {margin: 0em;
}

/* descriptive text box */
.phb .descriptive{
    display:block-inline;
    margin-top:0px;
    margin-left:0px;
    background-color:#faf7ea;
    font-family:ScalySans; 
    border-style:solid;
    border-width:4px;
    border-image:url('/assets/img/sidebars.png') 12 round;
    border-image-outset:4px;
    box-shadow:0 0 6px #faf7ea;
    padding-top:5px;
    }
.phb .descriptive p{
    display:block;
    padding-bottom:1px;
    line-height:1.25em;
    margin-bottom:1px;
}
.phb .descriptive p+p{
    padding-top:.8em;
    margin-bottom:.25em;
    }
.phb .descriptive em{
    font-family:ScalySans; 
    font-style:italic
}
.phb .descriptive strong{
    font-family:ScalySans;
    font-weight:800;
    letter-spacing:-0.02em
}
.phb pre+.descriptive{
    margin-top:8px
}

/* The following is the popular override style created by /u/calculuschild */

.toc a {
 color: inherit !important;	/*toc specifically wants black text. This resets the headers*/}
.toc li span:nth-child(2){ /*Allow dot leaders to fill remaining space but not overlap*/
 width: auto;
 overflow: hidden;
 white-space: nowrap; 
 display: block;}
.toc li span:nth-child(2):after{
 font-family: BookSanity; /*Remove any header styles from dot leaders*/
 font-size: 0.317cm;
 font-weight: normal;
 color: black;
 content:" ........................................" "........................................." ".........................................";}
.toc li span:first-child{ /*Remove any header styles from page numbers*/
 float: right;
 font-family: BookSanity;
 font-size: 0.317cm;
 font-weight: normal;
 color: black;
 margin-left: 1px; /*Leaves a small space between page numbers and dot leaders*/}
/*Special cases for headings*/    
.toc li h3 span:nth-child(2):after{content: " ";/*Remove dot leaders on h3*/}
.toc li h3 {
 margin-bottom: 4px !important;	/*Special spacing for h3*/
 margin-top: 00px !important;
 line-height: initial !important; /*For some reason Multi-line h3 line spacing changed*/}
.toc li h3 span:first-child{line-height: 1.8em !important;  	/*Line page numbers up with Multi-line h3 better*/}
.toc ul ul {margin-left: 10px !important; /*Original lists intented too much*/}
.toc>ul>li {margin-bottom: initial !important; /*margin for list items needs to be removed or 0*/}

/* left and right justify, not used */
/* <div style="float: left"><b>Challenge</b> 15 (13,000 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +5</div><div style="clear: both;"></div> */

/* Notes */
 /*    .phb blockquote {
        background-color: lightgrey;
        margin-top: 1em;
        padding: 0em;
    }
    
    .phb blockquote p {
        font-size: 9pt;
        font-family: ff-scala-sans-pro;
    }
    .phb blockquote p strong {
        font-weight: bold;
        font-family: ff-scala-sans-pro;
    }

</style>

<div class='cover-header'>The Illithid Dossier</div>
<div class='cover-diamond'></div>

<div class='cover-footer'>Scourge of the Worlds</div>

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEgTWulvuvXfA_Q8VpvUI0c9i8QXwDvOibng_YsLEe57rJM2zvMKPi2NiUNDPkh8UzUu1N3nCUhWsy6KG14VcFwqDNHulJCmRnG4_HFnUkoNjNPZIFk3tN_geXwt5MfJYArff9kl48iTZbhDvYQyAXmnEiE743089EaFqrlVZXRUyZ6eczq8LVNiZSghG_I7/s792/Mind_flayer_of_Thoon-3e2.webp' 
  class='cover-image' />
  
\pagebreak

#### What is this?

Mind Flayers appear in the majority of fifth edition publications. As a reader, getting your mind around all that content is quite challenging. To aid in that, this publication attempts to consolidate fifth edition's take on all things Mind Flayer related.

\columnbreak

#### Sources
In several cases, newer official fifth edition material supercedes prior fifth edition material. This document uses the newest material (particularly for stat blocks), with the exception of paragraphical text -- *Volo's Guide to Monsters* text is used where applicable (*Monsters of the Multiverse* shorted much of the text to save space). Stat block superscripts are used throughout this document to note sources and include:
___
- **AiS**. *Spelljammer: Adventures in Space*
- **BGG**. *Bigby Presents: Glory of the Giants*
- **DMM**. *Waterdeep: Dungeon of the Mad Mage*
- **ERftLW**. *Eberron: Rising from the Last War*
- **FTD**. *Fisban's Treasury of Dragons*
- **MM14**. *Monster Manual 2014*
- **MotM**. *Mordenkainen Presents: Monsters of the Multiverse*
- **MToF**. *Mordenkainen's Tome of Foes*
- **RotF**. *Icewind Dale: Rime of the Frostmaiden*
- **TSO**. *Phandelver and Below: The Shattered Obelisk*
- **VGtM**. *Volo's Guide to Monsters*
- **VGtR**. *Vanrichten's Guide to Ravenloft*

___
v1.5
<br><br><br><br>

- ### [<span>3</span><span>Scourge of the Worlds</span>](#p3)
- ### [<span>6</span><span>The Elder Brain</span>](#p6)
  - [<span>8</span><span>Elder Brain</span>](#p8)
    - [<span>9</span><span>Infected Elder Brain</span>](#p9)
  - [<span>10</span><span>Elder Brain Dragon</span>](#p10)
- ### [<span>11</span><span>Colonized Illithids</span>](#p11)  
  - [<span>11</span><span>Mind Flayer</span>](#p11)
  - [<span>12</span><span>Mind Flayer Prophet</span>](#p12)
  - [<span>12</span><span>Mind Flayer Psion</span>](#p12)
  - [<span>13</span><span>Ulitharid</span>](#p13)
  - [<span>15</span><span>Ceremorphs</span>](#p15)
    - [<span>15</span><span>Etin Ceremorph</span>](#p15)
    - [<span>16</span><span>Gnome Ceremorph</span>](#p16)
- ### [<span>17</span><span>Renegade Illithids</span>](#p17)  
  - [<span>17</span><span>Arcane Magic</span>](#p17)
    - [<span>17</span><span>Mind Flayer Arcanist</span>](#p17)
    - [<span>18</span><span>Alhoons</span>](#p18)
    - [<span>20</span><span>Mind Flayer Lich</span>](#20)
    - [<span>21</span><span>Mind Flayer Clairvoyant</span>](#p21)
  - [<span>22</span><span>Divine Magic</span>](#p22)
      - [<span>23</span><span>Refraction of Ilvaash</span>](#p23)
    - [<span>24</span><span>Mind Flayer Warlock</span>](#p24)
- ### [<span>25</span><span>Overmind (Dyrrn)</span>](#p25)
    - [<span>28</span><span>Dolgaunt</span>](#p28) 
    - [<span>29</span><span>Dolgrim</span>](#p29)
- ### [<span>30</span><span>Mind Flayer Thralls</span>](#p30)
- ### [<span>31</span><span>Mind Flayer Monsters</span>](#p31)
  - [<span>32</span><span>Cranium Rats</span>](#p32)
    - [<span>32</span><span>Swarm of Cranium Rats</span>](#p32)
  - [<span>33</span><span>Encephalons</span>](#p33)  
    - [<span>33</span><span>Encephalon Cluster</span>](#p33)
    - [<span>34</span><span>Encephalon Gemmule</span>](#p34)
  - [<span>35</span><span>Grell Psychic</span>](#p35)
  - [<span>35</span><span>Mind Flayer Nothic</span>](#p35)
  - [<span>36</span><span>Intellect Devourers</span>](#p36)
  - [<span>37</span><span>Intellect Snare</span>](#p37)
  - [<span>38</span><span>Mindwitnesses</span>](#p38)
  - [<span>39</span><span>Neothelids</span>](#p39)
  - [<span>40</span><span>Psionic Goblins</span>](#p40)  
      - [<span>40</span><span>Goblin Psi Brawler</span>](#p40)
      - [<span>41</span><span>Goblin Psi Commander</span>](#p41)
  - [<span>42</span><span>Psurlons</span>](#p42)
  - [<span>43</span><span>Psychic Gray Ooze</span>](#p43)
  - [<span>44</span><span>Vampiric Mind Flayer</span>](#p44)
- ### [<span>45</span><span>Mind Flayer Enemies</span>](#p45)
- ### [<span>46</span><span>Mind Flayer Lairs</span>](#p46)
- ### [<span>47</span><span>Nautiloids</span>](#p47)
  - [<span>50</span><span>Id Ascendant</span>](#p50)
- ### [<span>52</span><span>Bluetspur</span>](#p52)
  - [<span>53</span><span>The God-Brain</span>](#p53)
- ### [<span>55</span><span>Mind Flayer Miscellany</span>](#p55)
  - [<span>55</span><span>Magic Items</span>](#p55)
  - [<span>56</span><span>Psipods</span>](#p56)
  - [<span>57</span><span>Augmentations and Treasure</span>](#p57)
  - [<span>57</span><span>Treasure</span>](#p57)
- ### [<span>58</span><span>How to Play a Mind Flayer (DM)</span>](#p58)
- ### [<span>61</span><span>Becoming a Mind Flayer (Player)</span>](#p61)

</div>
</div>

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEhVrUpddJpG5y-K0UZnjoGDhdwLX4odQFuJiC6kP3X1nlZlMFaX_re69Xvc_AjhxiKhN2PL8gbpAL6yKJmf1ToHbAForJ6Itp8zem9QPAJJej3z58DKoRO8fyJWnPPwx8v52EHN069_DjAfYPGVbOgKxlVPFe4C6qsLm5jkuLnXn5PX24gxZDNI_7A9cyhe/s1000/Nihiloor-5e.webp' 
  style='position:absolute;z-index:1000; left:100px; top:130px; width:200px; transform: scaleX(-1);' />
  
\pagebreakNum

Mind flayers, also known as illithids, are horrific, alien humanoids that lurk deep within the Underdark. Masters of psionic energy, they use their mental powers to dominate other creatures. The fortunate among their victims are slain, their brains devoured. The unlucky ones have their psyches warped, leaving them as mindless slaves with little hope of being rescued.

### A Culture of Fugitives

Despite all their unique and overwhelming abilities, the mind flayers are a race on the edge of extinction.

Thousands of years ago, the illithids were the dominant power of the Inner Planes. From their astral domains, they launched flying vessels called nautiloids, able to cross between planes, so that they could harvest intelligent humanoids from hundreds of worlds.

The mind flayers relied on a slave race, the gith, to provide physical labor and sustenance when other sources of food grew thin. Eventually, the gith revolted. Whether the mind flayers became decadent or the gith discovered a weakness, none can say. What is known is that after centuries of domination, the mind flayer empire collapsed in less than a year. The gith rose up, slaughtered their masters, and destroyed almost all traces of the illithids’ astral domains.

Only the mind flayers that had infiltrated the worlds of the Material Plane survived, and their safety was short-lived. Both the githzerai and the githyanki, two factions that arose from the victorious gith, sent hunting parties to root out and slaughter the remaining mind flayers.

To this day, isolated clutches of mind flayers remain in hiding, seeking ways to recapture their former glory but hampered by their paranoia of being discovered and destroyed by their enemies.

#### Lost Colonies

Speculation persists concerning mind flayer realms yet adrift in the Astral Plane. Though no one has discovered such a place, it is beyond dispute that an empire as vast as the illithids’ built great cities and other edifices. Most sages, however, believe that the gith tore apart every last bit of mind flayer artifice, ensuring that no evidence remained of the mind flayers’ reign.

A few skeptics suggest that the entire narrative of the gith victory rings false. How could a slave race overpower the mind flayers? Where are the signs of this great struggle? Perhaps the gith didn’t actually win. Perhaps, instead, the mind flayers moved themselves and their works into the future to avoid being overrun. That theory would explain the mind flayers’ disappearance and the absence of any ruins from their empire.

Few folk take such talk seriously, yet no one can be sure exactly what the illithids are and are not capable of.

\columnbreak

### The Importance of Brains

Because of their dietary needs and their otherworldly biology, mind flayers must remain within hunting distance of intelligent humanoids, even if doing so makes them vulnerable to attack from their enemies. They use the brains of such creatures as food, of course, but they also need sentient humanoids to propagate.

##### Food for Thought

When a mind flayer devours a brain, it acquires stray memories from its victim and shares them with the other members of its colony. Mind flayers also receive a degree of sustenance from the physical substance of a brain, but subsist primarily on the psionic energy that they extract from it in its final moments of activity.

Through some quirk of the illithids’ parasitic nature, the cultural sophistication of a mind flayer depends upon what sorts of brains are in its diet. For example, members of a colony that feed on grimlocks are no less intelligent than a colony that feeds on elves, but the former will pay almost no attention to crafting clothes to wear, and the latter will dress in elaborate robes. This phenomenon extends to all displays of culture, from modes of architecture to the decorations that adorn illithid funerary brain jars.

##### Ceremorphosis

Mind flayers don’t reproduce in the traditional sense. Instead, they lay eggs from which hatch tadpole-like creatures that are used to make more of their kind through a process called ceremorphosis. First, a captured humanoid is rendered docile by a blast of psionic power. A newly hatched tadpole is inserted into the victim’s cranium, usually through a nostril or ear canal. The tadpole grows as it devours the humanoid’s brain, attaching to the victim’s brain stem and becoming its new brain. Over the course of a week, the humanoid body changes form, and a new mind flayer comes into being. The emergent mind flayer often retains a few dim memories from its previous form, but these vague recollections seldom have any bearing on its new life as a brain-eating monster.

<div class='footnote'><font color=darkred>SCOURGE OF THE WORLDS</font></div>

\pagebreakNum

### The Grand Design

The first priority of any mind flayer colony is to survive. The elder brain and its servants seek to remain hidden, typically deep within the earth, while harvesting enough intelligent humanoids to nourish themselves and allow for slow but steady growth.

Once a colony is secure, it focuses on the Grand Design — the mind flayers’ plan to rebuild their lost empire. The illithids know that reclaiming their rightful place in the world is possible only after the githzerai and githyanki have been eliminated and the remaining humanoids have been turned into docile slaves. To that end, each colony conducts research into the nature of the world and the creatures that inhabit it. The mind flayers examine all facets of reality, seeking any knowledge that could give them the edge they need to confront, defeat, and subjugate their enemies.

Every colony investigates a wide variety of topics and phenomena. A few members might focus on straightforward projects such as developing new uses for psionic power or how to breed savage creatures to serve as foot soldiers. Others pursue more theoretical subjects. A mind flayer might study musical tones, for example, in hopes of finding a way to manipulate the emotions of humanoids. Another might research the food humanoids eat to see if their diet or agricultural practices can be exploited. No line of inquiry is too esoteric if it might provide the next step in enacting the Grand Design.

##### Strategic Principles

Since mind flayers need to settle near a source of food, they must determine how best to interact with the humanoids they intend to conquer. A colony usually adopts one of three approaches to dealing with its neighbors.

***Control.*** A colony that desperately needs to increase its population concentrates on capturing humanoids to turn them into thralls and illithids. Operating individually or in small groups, its members use stealth and deception to infiltrate the humanoid community while keeping their presence secret. Lacking the numbers or the ability to overwhelm and dominate the entire population, a colony turns its research toward more effective ways to exert control, such as finding a way to amplify an elder brain’s power to enable it to exert influence over a greater distance.

***Destruction.*** Because mind flayers are physically weak, they can’t rely on simple combat to stand up against their enemies. If a colony finds itself in circumstances where it can be outwardly aggressive, its members likely focus their research on ways to cause mass casualties with minimal risk to themselves, such as plagues or methods to bring about famine and other natural disasters. A mind flayer colony using this strategy collects and feeds on humanoids mainly to use the knowledge they gain to understand their victims’ strengths and weaknesses, with the ultimate goal of finding a way to dispense with all of them at once.

***Subversion.*** As a compromise between control and destruction, a colony might attempt to seize control of a few key elements of a humanoid community, and then mix in a few, calculated destructive acts to send the humanoids into an inexorable decline. If the illithids can engineer the collapse of a society’s central authority, such as by inciting years of famine while driving the local nobility to bouts of madness through psionic assaults, they can create

\columnbreak

widespread unrest that the colony can use to its advantage. The mind flayers can become more expansion-minded, confident that any response from the humanoids will be too scattered to threaten them.

##### Special Goals

Many of the esoteric research topics pursued by a colony reflect the ambitions and priorities of the elder brain that controls it. Each one has particular ideas about how best to contribute to the ultimate success of the Grand Design, including these possibilities:

- The discovery and destruction of all githyanki crèches
- Collecting creatures and instigating insanity in them to create new flavors of thought
- Fostering a school of wizardry to attract intelligent minds for the colony to feed upon
- Rediscovering the secrets of nautiloid manufacture to take to the sky
- Drawing a surface city into the Underdark so as to have a population of ready victims

### Roleplaying a Mind Flayer

When you’re roleplaying a mind flayer, the following tables contain possible inspiration. They suggest characteristics that a mind flayer might possess.

##### Mind Flayer Personality Traits

| d8 | Personality Trait |
|:---:|:---|
|1 |	I never let pass an opportunity to show my contempt for lesser beings.|
|2| 	I like to flavor my meals by engendering positive emotions in my victims before feeding on them.|
|3| 	So as not to taint my thoughts, I avoid telepathically communicating with lesser beings when possible.|
|4| 	I never eat unless the victim is conscious and aware.|
|5| 	I’m very picky. I feed only on the brains of a specific kind of humanoid.|
|6| 	I’m curious about how other races live and how their societies function.|
|7| 	I find battle stimulating.|
|8| 	I’m curious about the limits of other creatures’ intelligence and devise situations to test them.|

##### Mind Flayer Ideals

| d6 | Ideal |
|:---:|:---|
|1 |	**Knowledge**. All information is of value. (Neutral)|
|2 |	**Obedience**. Nothing is more important than following orders. (Lawful)|
|3 |	**Selfishness**. I do my best work when motivated by my own self-interest. (Chaotic)|
|4 |	**Truth**. Truth is the foundation of knowledge, so I never lie. (Lawful)|
|5| 	**Superiority**. Nothing can be gained from the study of lesser beings. (Neutral)|
|6| 	**Domination**. All others should submit to my control. (Evil)|

<div class='footnote'><font color=darkred>SCOURGE OF THE WORLDS</font></div>

\pagebreakNum

##### Mind Flayer Bonds
| d6 | Bond |
|:---:|:---|
|1| 	I think the elder brain is wrong about something, and I want to convince it.|
|2| 	I have a secret I wish to keep even from other mind flayers.|
|3| 	The more the colony grows, the more powerful we all become.|
|4| 	Nothing is more important than rebuilding our lost empire.|
|5| 	Persistence of my colony is the greatest good.|
|6| 	I have important research that must be protected at all costs.|

##### Mind Flayer Flaws
| d6 | Flaw |
|:---:|:---|
|1| 	I am oblivious to the emotions expressed by others.|
|2| 	I believe my minions will always do precisely as I intend.|
|3| 	I never assume others understand and always explain everything.|
|4| 	I have a memory that isn’t mine. I’m obsess about it.|
|5| 	It is inconceivable that another creature could outsmart me.|
|6| 	I sometimes confuse others’ thoughts with my own.|

### Mind Flayer Names

Among mind flayers, thoughts aren’t communicated in language per se, but are instead transmitted telepathically as concepts and associations, which other humanoids interpret in their own language.

Telepathic communication with a mind flayer is frequently accompanied by a mental static that “sounds” to the receiver like an underlying sussuration peppered with guttural clicks. The intensity of this static increases when a mind flayer refers to itself, because with the saying of its name, the illithid is communicating far more information about itself than other humanoids can comprehend. The syllables that make up mind flayer names as expressed in other languages are thus weak approximations of the sound that others hear in their minds when illithids refer to themselves.

An illithid might adopt a name that is easier for minions and allies to speak or that makes it seem more fearsome to enemies, but each begins its life with a thought-name such as the examples in the Mind Flayer Names table, which are suitable for any campaign.

\columnbreak

##### Mind Flayer Names
 	
<table style="text-align:center">
  <tr style="background-color:transparent; line-height:1.35em">
    <th width=24% style="text-align:center">d12</th>
    <th width=24% style="text-align:left"> Name</th>
    <th width=4% style="text-align:center">   </th>
    <th width=24% style="text-align:center">d12</th>
    <th width=24% style="text-align:left"> Name</th>
  </tr>
  <tr>
    <td style="background-color:#e0e5c1">1</td>
    <td style="background-color:#e0e5c1; text-align:left">Aurangaul</td>
    <td style="background-color:transparent; text-align:center">   </td>
    <td style="background-color:#e0e5c1">7</td>
    <td style="background-color:#e0e5c1; text-align:left">Ralayan</td>
  </tr>
  <tr style="background-color:transparent">
    <td>2</td>
    <td style="text-align:left">Cephalossk</td>
    <td>   </td>
    <td>8</td>
    <td style="text-align:left">Sardsult</td>
  </tr>
  <tr>
    <td style="background-color:#e0e5c1">3</td>
    <td style="background-color:#e0e5c1; text-align:left">Drukt</td>
    <td style="background-color:transparent; text-align:center">   </td>
    <td style="background-color:#e0e5c1">9</td>
    <td style="background-color:#e0e5c1; text-align:left">S’venchen</td>
  </tr>
  <tr style="background-color:transparent">
    <td>4</td>
    <td style="text-align:left">Drusiss</td>
    <td>   </td>
    <td>10</td>
    <td style="text-align:left">Tharcereli</td>
  </tr>
  <tr>
    <td style="background-color:#e0e5c1">5</td>
    <td style="background-color:#e0e5c1; text-align:left">Lugribossk</td>
    <td style="background-color:transparent; text-align:center">   </td>
    <td style="background-color:#e0e5c1">11</td>
    <td style="background-color:#e0e5c1; text-align:left">Tobulux</td>
  </tr>
  <tr style="background-color:transparent">
    <td>6</td>
    <td style="text-align:left">Quoor</td>
    <td>   </td>
    <td>12</td>
    <td style="text-align:left">Zellix</td>
  </tr>
</table>

### Speech

The physiology of mind flayers doesn’t leave them well equipped for typical humanoid speech, and most use telepathy exclusively. At times, however, they find it necessary to speak, such as when casting a divine spell, voicing the command word of a magic item, or communicating with multiple creatures at once. A mind flayer accomplishes such vocal feats by forcing one of its tentacles down its own throat and curling the tip to act as a tongue. The process is uncomfortable to the mind flayer, can be disquieting for other creatures to witness, and results in a sound that is often harrowing to the ear. Despite the difficulty, some mind flayers make a study of spoken communication and manage consistently intelligible (if not melodious) speech.

### Qualith

The “writing” of mind flayers, known as Qualith, isn’t as simple as a set of symbols representing sounds or ideas. An inscription in Qualith captures the thoughts of its creator and psionically transmits the thoughts to a mind flayer who later reads the inscription by touching it with its tentacles. Mind flayers write in Qualith by psionically imprinting their messages on nonmagical, nonliving material they grasp or caress with their tentacles. The imprinting causes imperceptible surface changes to the object, and abrasion or degradation of the material can cause the inscription to fade and fail.

An expression in Qualith is made up of four-line stanzas packed into interlocking blocks, creating complex patterns that are indecipherable by other creatures. Someone that touches a Qualith inscription, however, can receive fragmentary insight into the multilayered thoughts contained within it. A non-illithid that wants to understand a Qualith inscription can make an Intelligence check (DC based on the complexity of the contained thoughts) to try to derive some of the inscription’s meaning. Multiple successful attempts might uncover different aspects about the illithid author, its intended meaning, and its intended audience. A failed attempt results in a crushing headache and, in extreme cases, madness. A <font color=purple>*comprehend languages*</font> spell provides understanding of the inscription roughly equivalent to what a mind flayer would get from it.

<div class='footnote'><font color=darkred>SCOURGE OF THE WORLDS</font></div>

\pagebreakNum

## The Elder Brain

Mind flayers use telepathy to communicate with each other and with other creatures. Among their own kind, they form a network of minds. Each mind flayer is an individual node of the network, taking on specific tasks, sharing information, and so on. At the center of this network is the elder brain. The elder brain is the most powerful member of a mind flayer colony. Just as mind flayers treat thralls made from captured humanoids, an elder brain expects perfect obedience from the illithids that dwell in its colony.

If a single mind flayer in a colony sees or hears something, the elder brain and the rest of the illithids in the colony learn of it immediately. The colony relies on a collective memory, composed from the knowledge, experiences, and skills of all of its members and stored within the elder brain.

In some ways, a mind flayer colony is like a great library of lore stored within its members’ minds, with the elder brain as its librarian. Each individual illithid represents a category or subsection within the library. One mind flayer might specialize in biology, while another is an expert in defending the colony. Given that an individual mind flayer has a near-genius intellect, the extent of its knowledge is equivalent to the highest levels of scholarship attainable by humans.

There are limits to a colony’s reach. An illithid can be part of its colony’s network of minds only while it is within five miles of the elder brain. Beyond that distance, it is on its own. Mind flayers that venture away from the colony do so only under strict orders from the elder brain. Although such missions risk attracting unwanted attention, they can yield a treasure trove of knowledge and insights to be shared throughout the entire colony when a roaming mind flayer returns.

It is convenient for humanoids to understand a mind flayer colony by thinking of it as a single individual — the elder brain — directing a number of subservient, remote minds, which are the individual mind flayers. Perhaps at one time each mind flayer was independent, but now the elder brain is the only true power. The illithids know that their continued survival and their eventual return to power are possible only though perfect coordination and absolute obedience to the elder brain.

An elder brain is arrogant, scheming, and power hungry, yet quick to flee or beg for mercy in the face of a powerful foe. It has no conception of joy, sympathy, or charity, but is well acquainted with fear, anger, and curiosity. It is an intellect utterly incapable of empathy or concern for creatures other than itself.

*One mind flayer sees ye, and they all see. One mind. One nasty, suspicious mind.*

— Elminster

</div>

\columnbreak

An elder brain has a perfect recollection of its race’s history. Consequently, it views itself as both a refugee and a victim, forced into hiding by barbaric monsters. An elder brain also sees itself as a savior of the mind flayer race and a living memorial that preserves the memories of the mind flayers’ prey. By its twisted logic, humanoids whose brains are devoured by the colony are rendered immortal, their memories preserved forever in the elder brain’s labyrinthine mind.

When a mind flayer grows old, becomes infirm, or is grievously injured, the elder brain absorbs it — another form of immortality, as the mind flayer’s mind dwells within the hive mind forever after.

#### Elder Brain

The ultimate expression of illithid domination, an elder brain sprawls within a vat of viscous brine, touching the thoughts of creatures near and far. It scrawls upon the canvas of their minds, rewriting their thoughts and authoring their dreams.

***Psychic Infiltrators***. When an elder brain infiltrates a mind, it alters the creature’s perception and deceives its senses, causing it to see, hear, touch, taste, or feel reality according to the elder brain’s intent. From across great distances, it implants subconscious suggestions or subtly influences dreams to compel creatures toward a course of action that benefits its grand plan.

When its insidious suggestions fail to take hold, an elder brain asserts its dominance more directly. It seizes control of a resistant mind and controls the creature’s body as it would a puppet. Against the rare, strong-willed stalwart that defies it or attacks it, an elder brain sends a blast of overwhelming psychic force to crush the upstart’s mind, rendering the creature a thoughtless, drooling shell.

***Devourer of Thoughts.*** An elder brain sustains itself by consuming the brains of other creatures. When the mind flayer servants that guard and tend to an elder brain don’t bring its meals directly to it, the elder brain reaches out with tendrils of thought, mentally compelling creatures to come to it so that it may feed upon them.

When a mind flayer perishes, the elder brain’s servants feed the contents of its skull to their master, which absorbs the illithid’s brain and all the knowledge and experience contained therein. In this way the elder brain continually increases its knowledge, uniting the thoughts and experiences of the illithid colony into a unified whole. Mind flayers conceive of this “oneness” as a sacred state in the same way that a worshiper of a human deity might view an eternal afterlife in the heavens — for an elder brain can evoke the persona of any illithid it has ever absorbed.

***Hive Mind.*** Non-illithids call this creature an elder brain because it acts as the central communication hub for an entire mind flayer colony just as a brain does for a living body. Linked to the elder brain, the colony acts like a single organism, acting in concert as if each illithid were the digit of a hand.

<div class='footnote'><font color=darkred>THE ELDER BRAIN</font></div>

\pagebreakNum

***Ego Unhindered.*** Each elder brain considers itself and its desires the most important things in the multiverse, the mind flayers in its colony nothing more than extensions of its will. But no two elder brains are alike, and each presides over its colony according to its own unique personality and storehouse of collected knowledge and experience. Some elder brains reign as domineering tyrants, while others serve more benignly as sages, counselors, and repositories of information and lore for the mind flayers that protect and nourish them.

The ambitions of an elder brain are always tempered by its relative immobility. Although its telepathic senses can reach for miles, moving anywhere is always a dangerous proposition. If forced outside its brine pool, an elder brain will swiftly expire, and transporting an elder brain in its pool through confining and tortuous subterranean tunnels frequently proves difficult or impossible.

\columnbreak

##### An Elder Brain’s Lair

The lair of an elder brain always lies deep in the heart of a mind flayer colony. The creature dwells in a dimly glowing brine pool, filled with foul and brackish water infused with the elder brain’s vital fluids and with psionic energy.
Lair Actions

When fighting inside its lair, an elder brain can use lair actions. On initiative count 20 (losing initiative ties), an elder brain can take one lair action to cause one of the following effects; the elder brain can’t use the same lair action two rounds in a row:

___
- **Force Wall.** The elder brain casts <font color=purple>*wall of force*</font>.
- **Psionic Anchor.** The elder brain targets one creature it can sense within 120 feet of it and anchors it by sheer force of will. The target must make a DC 18 Charisma saving throw. On a failed save, its speed is reduced to 0, and it can't teleport. It can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
- **Psychic Inspiration.** The elder brain targets one friendly creature it can sense within 120 feet of it. The target has a flash of inspiration and gains advantage on one attack roll, ability check, or saving throw it makes before the end of its next turn.

##### Regional Effects

The territory within 5 miles of an elder brain is altered by the creature’s psionic presence, which creates one or more of the following effects:
___
- **Paranoia.** Creatures within 5 miles of an elder brain feel as if they are being followed, even when
they're not.
- **Psychic Whispers.** Any creature with which the elder brain has formed a psychic link hears faint, incomprehensible whispers in the deepest recesses of its mind. This psychic detritus consists of the elder brain's stray thoughts commingled with those of other creatures to which it is linked.
- **Telepathic Eavesdropping.** The elder brain can overhear any telepathic conversation within 5 miles of it. The creature that initiated the telepathic conversation makes a DC 18 Wisdom saving throw when telepathic contact is first established.
If the save is successful, the creature is aware that something is eavesdropping. The nature of the eavesdropper isn't revealed.

___
If the elder brain dies, these effects immediately end.

### Infected Elder Brain

Paranoid and obsessed, an elder brain can occasionally become manipulated by the Far Realm. These obsessions keep an elder brain from bringing its full telepathic might to bear, orchestrating defenses within the stronghold, or responding to anyone other than like-minded fanatics.

For all its weaknesses, the elder brain still perpetually tracks creatures within its stronghold with its Creature Sense ability. It likely knows what is coming and which denizens mean it harm. An infected elder brain will fight to the death.

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEhzN0SWmiFRLz6jvDtBde0r8nUTYnjexlvCJd8MyKT5u44kD9YmBsxFJDhL4qcYzI35gxFLYVL1g_slBxySIKRmgkcwY6f-84ndn_OqkW1YsUxZgVBlxyjJMZR0PnydanhsI_4NQ3FpnnWLF6C8iPFOFgUyK0xVkUqBtjVAw8CPmVdJiAlmkW7MOgXXUpvq/s1000/636463381841739651.png' 
  style='position:absolute;z-index:1000; bottom:50px; left:70px; width:300px' />
  
<div class='footnote'><font color=darkred>THE ELDER BRAIN</font></div>

\pagebreakNum

___
___
> ## Elder Brain<sup>MotM</sup>
> *Large Aberration (Mind Flayer), Typically Lawful Evil*
> ___
> - **Armor Class** 10
> - **Hit Points** 210 (20dl0 + 100)
> - **Speed** 5 ft., swim 10 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|15 (+2)| 10 (+0)| 20 (+5)| 21 (+5)| 19 (+4)| 24 (+7)|
> _____
> - **Skills** Arcana +10, Deception +12, Insight +14, Intimidation +12, Persuasion + 12
> - **Senses** blindsight 120 ft ., passive Perception 14
> - **Languages** understands Common, Deep Speech, and Undercommon but can't speak, telepathy 5 miles
> - <div style="float: left"><b>Challenge</b> 14 (11,500 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +5</div><div style="clear: both;"></div> 
> ___
>***Creature Sense.*** The elder brain is aware of creatures within
5 miles of it that have an Intelligence score of 4 or higher. It
knows the distance and direction to each creature, as well as
each one's Intelligence score, but can't sense anything else
about it. A creature protected by a mind blank spell, a nondetection
spell, or similar magic can't be perceived in this manner.
>
>***Legendary Resistance (3/Day).*** lf the elder brain fails a saving
throw, it can choose to succeed instead.
>
>***Magic Resistance.*** The elder brain has advantage on saving
throws against spells and other magical effects.
>
>***Telepathic Hub.*** The elder brain can use its telepathy to initiate
and maintain telepathic conversations with up to ten creatures
at a time. The elder brain can let those creatures telepathically
hear each other while connected in this way.
>
> ### Actions
>
>***Tentacle.*** *Melee Weapon Attack:* +7 to hit, reach 30 ft ., one
target. *Hit:* 20 (4d8 + 2) bludgeoning damage. If the target is
a Huge or smaller creature, it is grappled (escape DC 15) and
takes 9 (1d8 + 5) psychic damage at the start of each of its
turns until the grapple ends. The elder brain can have up to
four targets grappled at a time.
>
>***Mind Blast (Recharge 5-6).*** Creatures of the elder brain's
choice within 60 feet of it must succeed on a DC 18 Intelligence
saving throw or take 32 (5d10 + 5) psychic damage and
be stunned for l minute. A target can repeat the saving throw
at the end of each of its turns, ending the effect on itself on
a success.
>
> \columnbreak
>
>***Spellcasting (Psionics).*** The elder brain casts one of the following
spells, requiring no spell components and using Intelligence
as the spellcasting ability (spell save DC 18):
>
> - At will: <font color=purple>*detect thoughts*</font>, <font color=purple>*levitate*</font>
> - 3/day: <font color=purple>*modify memory*</font>
> - 1/day each: <font color=purple>*dominate monster*</font>, <font color=purple>*plane shift*</font> (self only)
>
> ### Bonus Actions
>
>***Psychic Link.*** The elder brain targets one incapacitated creature
it senses with its Creature Sense trait and establishes a psychic
link with the target. Until the link ends, the elder brain can perceive
everything the target senses. The target becomes aware
that something is linked to its mind once it is no longer incapacitated,
and the elder brain can terminate the link at any time
(no action required). The target can use an action on its turn
to attempt to break the link, doing so with a successful DC 18
Charisma saving throw. On a successful save, the target takes
10 (3d6) psychic damage. The link also ends if the target and
the elder brain are more than 5 miles apart. The elder brain can
form psychic links with up to ten creatures at a time.
>
>***Sense Thoughts.*** The elder brain targets a creature with which it
has a psychic link. The elder brain gains insight into the target's
emotional state and foremost thoughts (including worries,
loves, and hates).
>
> ### Legendary Actions
>
>The elder brain can take 3 legendary actions, choosing from
the options below. It can take only one legendary action at a
time and only at the end of another creature's turn. The elder
brain regains spent legendary actions at the start of its turn.
>
> - **Break Concentration.** The elder brain targets one creature
within 120 feet of it with which it has a psychic link. The elder
brain breaks the creature's concentration on a spell it has
cast. The creature also takes 2 (ld4) psychic damage per
level of the spell.
> - **Psychic Pulse.** The elder brain targets one creature within 120
feet of it with which it has a psychic link. The target and enemies
of the elder brain within 30 feet of target take 10 (3d6)
psychic damage.
> - **Severe Psychic Link.** The elder brain targets one creature within
120 feet of it with which it has a psychic link. The elder brain
ends the link, causing the creature to have disadvantage on
all ability checks, attack rolls, and saving throws until the end
of the creature's next turn.
> - **Tentacle (Costs 2 Actions).** The elder brain makes one Tentacle
attack.

</span>

<div class='footnote'><font color=darkred>THE ELDER BRAIN</font></div>

\pagebreakNum

___
___
> ## Infected Elder Brain<sup>TSO</sup>
> *Large Aberration (Mind Flayer), Lawful Evil*
> ___
> - **Armor Class** 10
> - **Hit Points** 189 (18d10 + 90)
> - **Speed** 5 ft., swim 10 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|15 (+2)| 10 (+0)| 20 (+5)| 21 (+5)| 19 (+4)| 20 (+5)|
> _____
> - **Saving Throws** Int +9, Wis +8, Cha +9
> - **Skills** Arcana +9, Insight +12
> - **Senses** blindsight 120 ft., passive Perception 14
> - **Languages** telepathy 1 mile; understands Common, Deep Speech, and Undercommon but can't speak
> - <div style="float: left"><b>Challenge</b> 11 (7,200 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +4</div><div style="clear: both;"></div> 
> ___
> ***Creature Sense.*** The elder brain is aware of creatures within 1 mile of itself that have an Intelligence score of 4 or higher. It knows the distance and direction to each creature, as well as each one's Intelligence score, but can't sense anything else about it. A creature protected by a <font color=purple>*mind blank*</font> spell, a <font color=purple>*nondetection*</font> spell, or similar magic can't be perceived in this manner.
>
>***Magic Resistance.*** The elder brain has advantage on saving throws against spells and other magical effects.
>
>***Telepathic Hub.*** The elder brain can use its telepathy to initiate and maintain telepathic conversations with up to ten creatures at a time. The elder brain can let those creatures telepathically hear each other while connected in this way.
>
> ### Actions
>
>***Multiattack.*** The elder brain makes two Tentacle attacks.
>
> \columnbreak
>
>***Tentacle.*** *Melee Weapon Attack:* +6 to hit, reach 30 ft., one target. *Hit:* 15 (3d8 + 2) bludgeoning damage. If the target is a Huge or smaller creature, it has the grappled condition (escape DC 14) and takes 9 (1d8 + 5) psychic damage at the start of each of its turns until the grapple ends. The elder brain can have up to four targets grappled at a time.
>
>***Mind Blast (Recharge 5–6).*** Creatures of the elder brain's choice within 60 feet of itself must succeed on a DC 17 Intelligence saving throw or take 32 (5d10 + 5) psychic damage and have the stunned condition for 1 minute. A stunned creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
>
>***Spellcasting (Psionics).*** The elder brain casts one of the following spells, requiring no spell components and using Intelligence as the spellcasting ability (spell save DC 17):
> - At will: <font color=purple>*detect thoughts*</font>, <font color=purple>*levitate*</font>
>
> ### Bonus Actions
>
>***Psychic Link.*** The elder brain targets one creature with the incapacitated condition that the elder brain senses with its Creature Sense trait and establishes a psychic link with the target. Until the link ends, the elder brain can perceive everything the target senses. The target becomes aware that something is linked to its mind once it no longer has the incapacitated condition, and the elder brain can terminate the link at any time (no action required). The target can use an action on its turn to attempt to break the link, doing so with a successful DC 17 Charisma check. If the target breaks the link this way, the target takes 10 (3d6) psychic damage. The link also ends if the target and the elder brain are more than 1 mile apart. The elder brain can form psychic links with up to ten creatures at a time.

</span>

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEiLCaRpXb5OXgVVpKpelzt4mZqFb1Qvvf4RSo_gj9sUu2-_LAI9aiF04wxmnuBIvdQHH6LIRxVtdDBL6qieZq4X7S9DO2MI_cA23CSm_-p8MrPNxHQ3tY46XoADijMUvh9AiSvXkGk4ITJEWrwQKnL9vFHe7A08_968NxIqO10QP05JTscieNlJfNLZbgWK/s1200/origins-of-encephalon-clusters-and-gemmules2.png' 
  style='position:absolute;z-index:1000; top:-70px; left:00px; width:820px' />
  
<div class='footnote'><font color=darkred>THE ELDER BRAIN</font></div>

\pagebreakNum

___
___
> ## Elder Brain Dragon<sup>FTD</sup>
> *Gargantuan Aberration, Typically Lawful Evil*
> ___
> - **Armor Class** 17 (natural armor)
> - **Hit Points** 350 (20d20 + 140)
> - **Speed** 40 ft., fly 80 ft. (hover)
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|27 (+8)| 13 (+1)| 25 (+7)| 21 (+5)| 19 (+4)| 24 (+7)|
> _____
> - **Saving Throws** Con +14, Int +12, Wis +11, Cha +14
> - **Skills** Arcana +12, Insight +18, Perception +18
> - **Damage Immunities** Psychic
> - **Condition Immunities** Charmed, Frightened
> - **Senses** Blindsight 120 ft., Passive Perception 28
> - **Languages** Deep Speech, Draconic, Telepathy 5 miles
> - <div style="float: left"><b>Challenge</b> 22 (41,000 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +7</div><div style="clear: both;"></div> 
> ___
> ***Legendary Resistance (4/Day).*** If the dragon fails a saving throw, it can choose to succeed instead.
>
>***Siege Monster.*** The dragon deals double damage to objects and structures.
>
>***Unusual Nature.*** The dragon doesn’t require air or sleep.
>
> ### Actions
>
>***Multiattack.*** The dragon makes one Bite attack, two Claw attacks, and one Tentacle attack.
>
>***Bite.*** *Melee Weapon Attack:* +15 to hit, reach 15 ft., one target. *Hit:* 19 (2d10 + 8) piercing damage plus 11 (2d10) psychic damage.
>
>***Claw.*** *Melee Weapon Attack:* +15 to hit, reach 10 ft., one target. *Hit:* 11 (1d6 + 8) slashing damage.
>
>***Tentacle.*** *Melee Weapon Attack:* +15 to hit, reach 15 ft., one creature. *Hit:* 12 (1d8 + 8) psychic damage. If the target is Huge or smaller, it is grappled (escape DC 18). 
>
>\columnbreak
>
>The dragon can have up to four targets grappled at a time.
>
>***Tadpole Brine Breath (Recharge 5–6).*** The dragon exhales brine in a 120-foot line that is 15 feet wide. Each creature in that area must make a DC 22 Constitution saving throw, taking 55 (10d10) psychic damage on a failed save, or half as much damage on a successful one. On a success or failure, if the creature isn’t a Construct or an Undead, it becomes infested with illithid tadpoles.
>
>While infested, the creature takes 16 (3d10) psychic damage at the start of each of its turns. The creature can repeat the saving throw at the end of each of its turns, ending the effect on itself after it succeeds on three of these saves. If the creature is targeted by magic that ends a curse or restores 40 hit points or more, the tadpoles infesting the creature are killed instantly, ending the effect on the creature.
>
>If a Humanoid is reduced to 0 hit points while infested, the creature is stable but remains unconscious for 6d12 hours. When the period of unconsciousness ends, the creature transforms into a <font color=darkred>**mind flayer**</font> with all its hit points. Casting a <font color=purple>*wish*</font> spell on the unconscious creature rids it of the infestation and prevents it from turning into a mind flayer.
>
> ### Legendary Actions
>
>The dragon can take 3 legendary actions, choosing from the options below. Only one legendary action can be used at a time and only at the end of another creature’s turn. The dragon regains spent legendary actions at the start of its turn.
> - **Tentacle.** The dragon makes one Tentacle attack.
> - **Shatter Concentration (Costs 2 Actions).** The dragon targets a creature it is grappling. The target’s concentration on a spell it has cast or an ability it is maintaining ends, and the target takes 19 (3d12) psychic damage.

</span>

### Elder Brain Dragon

One of the few consolations available to those who must contend with a <font color=darkred>**mind flayer**</font> colony is the limit of its reach, which spreads only as far as the influence of the colony’s <font color=darkred>**elder brain**</font>. But this small solace withers away when a colony manages to capture a dragon. Teams of mind flayers bind the dragon, which is subject to a gruesome transformation as the elder brain latches onto the dragon’s back and digs its tentacles into the dragon’s brain. An elder brain dragon is the nightmarish result.

Using the mobility of the dragon’s body, the elder brain can now serve as a powerful general to illithid armies, free from the confines of its brine pool. The elder brain dragon becomes a psychic threat in addition to a physical one, its body rife with aberrant influence and pulsing with psionic power. Even the elder brain dragon’s breath weapon mutates during its transformation, becoming a stream of briny liquid

\columnbreak

roiling with illithid tadpoles. These tadpoles can swiftly slay victims and transform them into mind flayers, allowing the elder brain dragon to grow its own roving colony.

<div class='footnote'><font color=darkred>THE ELDER BRAIN</font></div>

\pagebreakNum

## Colonized Illithids

\columnbreak

___
> ## Mind Flayer<sup>MM14</sup>
> *Medium Aberration, Lawful Evil*
> ___
> - **Armor Class** 15 (breastplate)
> - **Hit Points** 71 (13d8 + 13)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|11 (+0)| 12 (+1)| 19 (+4)| 17 (+3)| 17 (+3)| 17 (+3)|
> _____
> - **Saving Throws** Int +7, Wis +6, Cha +6
> - **Skills** Arcana +7, Deception +6, Insight +6, Perception +6, Persuasion +6, Stealth +4
> - **Senses** darkvision 120 ft., passive Perception 16
> - **Languages** Deep Speech, Undercommon, telepathy 120 ft.
> - <div style="float: left"><b>Challenge</b> 7 (2,900 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +3</div><div style="clear: both;"></div> 
> ____
> ***Magic Resistance.*** The mind flayer has advantage on saving throws against spells and other magical effects.
>
>***Innate Spellcasting (Psionics).*** The mind flayer’s innate spellcasting ability is Intelligence (spell save DC 15). It can innately cast the following spells, requiring no components:
> - At will: <font color=purple>*detect thoughts*</font>, <font color=purple>*levitate*</font>
> - 1/day each: <font color=purple>*dominate monster*</font>, <font color=purple>*plane shift*</font> (self only)
>
> ### Actions
>
>***Tentacles.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one creature. *Hit:* 15 (2d10 + 4) psychic damage. If the target is Medium or smaller, it is grappled (escape DC 15) and must succeed on a DC 15 Intelligence saving throw or be stunned until this grapple ends.
>
>***Extract Brain.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one incapacitated humanoid grappled by the mind flayer. *Hit:* The target takes 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the mind flayer kills the target by extracting and devouring its brain.
>
>***Mind Blast (Recharge 5–6).*** The mind flayer magically emits psychic energy in a 60-foot cone. Each creature in that area must succeed on a DC 15 Intelligence saving throw or take 22 (4d8 + 4) psychic damage and be stunned for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

</span>

<div class='footnote'><font color=darkred>COLONIZED ILLITHIDS</font></div>

\pagebreakNum

> ##### Variant: Mind Flayer Psion<sup>VGTM</sup>
>
>Mind flayers sometimes devote themselves to deeper study of psionic power, and many excel at using their innate psionic energy to duplicate the casting of spells. A mind flayer psion has the same statistics as a <font color=darkred>**mind flayer**</font>, except that its challenge rating is 8 (3,900 XP) and it has the following trait:
>
>***Innate Spellcasting (Psionics).*** The mind flayer is a 10th-level spellcaster. Its innate spellcasting ability is Intelligence (spell save DC 15; +7 to hit with spell attacks). It can innately cast the following spells, requiring no components:
> ___
> - At will: <font color=purple>*guidance*</font>, <font color=purple>*mage hand*</font>, <font color=purple>*vicious mockery*</font>, <font color=purple>*true strike*</font>
> - 1st level (4 slots): <font color=purple>*charm person*</font>, <font color=purple>*command*</font>, <font color=purple>*comprehend languages*</font>, <font color=purple>*sanctuary*</font>
> - 2nd level (3 slots): <font color=purple>*crown of madness*</font>, <font color=purple>*phantasmal force*</font>, <font color=purple>*see invisibility*</font>
> - 3rd level (3 slots): <font color=purple>*clairvoyance*</font>, <font color=purple>*fear*</font>, <font color=purple>*meld into stone*</font>
> - 4th level (3 slots): <font color=purple>*confusion*</font>, <font color=purple>*stone shape*</font>
> - 5th level (2 slots): <font color=purple>*scrying*</font>, <font color=purple>*telekinesis*</font>

### Mind Flayer Prophet

Some mind flayers dedicate their lives to channeling abstruse truths from beyond reality. This insight gives them preternatural senses and allows them to focus their innate psionic power.

\columnbreak

___
> ## Mind Flayer Prophet<sup>TSO</sup>
> *Medium Aberration, typically Lawful Evil*
> ___
> - **Armor Class** 17 (natural armor)
> - **Hit Points** 97 (15d8 + 30)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|15 (+2)| 14 (+2)| 14 (+2)| 20 (+5)| 17 (+3)| 17 (+3)|
> _____
> - **Saving Throws** Int +8, Wis +6, Cha +6
> - **Skills** Arcana +8, Insight +6, Perception +6, Stealth +5
> - **Senses** darkvision 120 ft., passive Perception 16
> - **Languages** Deep Speech, telepathy 120 ft., Undercommon
> - <div style="float: left"><b>Challenge</b> 8 (3,900 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +3</div><div style="clear: both;"></div> 
> ____
>***Awareness.*** The mind flayer has advantage on initiative rolls and can't be surprised as long as it doesn't have the incapacitated condition.
>
>***Magic Resistance.*** The mind flayer has advantage on saving throws against spells and other magical effects.
>
> ### Actions
>
>***Tentacles.*** Melee Weapon Attack: +8 to hit, reach 5 ft., one creature. Hit: 16 (2d10 + 5) psychic damage. If the target is Medium or smaller, it has the grappled condition (escape DC 16) and must succeed on a DC 16 Intelligence saving throw or have the stunned condition until the grapple ends.
>
>***Extract Brain.*** Melee Weapon Attack: +8 to hit, reach 5 ft., one Humanoid grappled by the mind flayer. Hit: 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the mind flayer kills it by extracting and devouring its brain.
>
>***Mind Whip (Recharge 5–6).*** The mind flayer lashes out with psychic energy, targeting up to two creatures it can see within 60 feet of itself. Each target must succeed on a DC 16 Intelligence saving throw or take 23 (4d8 + 5) psychic damage and have the stunned condition for 1 minute. A stunned target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
>
>***Spellcasting (Psionics).*** The mind flayer casts one of the following spells, requiring no spell components and using Intelligence as the spellcasting ability (spell save DC 16):
> - At will: <font color=purple>*detect magic*</font>, <font color=purple>*detect thoughts*</font>, <font color=purple>*levitate*</font>
> - 1/day each: <font color=purple>*dominate monster*</font>, <font color=purple>*plane shift*</font> (self only), <font color=purple>*true seeing*</font>

</span>   
    
<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEic6qjIS5-2o6KRiz-VYbzsEFe9wv0ou-7OGrtH7P_xjgqh4UFNgbtbVO9opJfVkihqOSYcR2vLxjOeekkF_-Yc1bLxZ3R9WN-3VAGPWbBEScA_fsf5C7gb1xYMbPjyvUIx8hldaKik5QhBUD-3u7QQ9FymWIxfIn4LNKslHoT9xyCKp1MF-2oKc4wdD0Nh/s1000/Mind_flayer_funerary_jar-3e.webp' 
  style='position:absolute;z-index:1000; bottom:60px; left:80px; width:275px' />
    
<div class='footnote'><font color=darkred>COLONIZED ILLITHIDS</font></div>

\pagebreakNum

### Ulitharid

Very rarely, the process of ceremorphosis yields an ulitharid, a more powerful mind flayer that isn’t beholden to the elder brain’s whims. A tadpole from an elder brain’s brine pool transforms an individual into an ulitharid, a larger and more potent mind flayer that boasts six tentacles.

The appearance of an ulitharid causes a surge in the colony’s collective intelligence, creativity, and strength. As the ulitharid gains power by devouring brains and honing its psionic abilities, the colony becomes more aggressive, seeking to gather more and more thralls.

Eventually, if the colony grows to sufficient size, the ulitharid strikes out on its own. Half the mind flayers and thralls in the colony undertake a great migration, seeking a new lair at least 100 miles away from the old one. Once the ulitharid finds a suitable spot, its followers construct a new lair while it transforms into an elder brain.

\columnbreak

Although a creature as arrogant and ambitious as an elder brain might resent an ulitharid’s rise, it understands that the mind flayers can’t rebuild their shattered empire without expanding their reach. It might resent its new rival, but it can take comfort that soon enough the ulitharid will strike out on its own and the colony will return to normal.

***Master Minds.*** Illithids innately recognize that an ulitharid’s survival is more important than their own. An elder brain’s reaction to the rise of an ulitharid varies. In most colonies, the ulitharid becomes an elder brain’s most favored servant, invested with power and authority. In others, the elder brain perceives an ulitharid as a potential rival for power, and it manipulates or quashes the ulitharid’s ambitions accordingly.

***Birth of a Colony.*** When an ulitharid finds sharing leadership with an elder brain to be insufferable, it breaks off from the colony, taking a group of mind flayers with it, and moves to another location to form a new colony. After the death of the ulitharid’s body, mind flayers take its brain and place it in a brine pool, where it grows into an elder brain over a few days. This process doesn’t work on the brain of an ulitharid that dies a natural death, as a brain that succumbs to old age is too decrepit to be used in the creation of an elder brain.

***Extractor Staff.*** Each ulitharid carries a psionically enhanced staff made of black metal. When the ulitharid is ready to give up its life, it attaches the staff to the back of its head, and the staff cracks open its skull and peels it apart, enabling its brain to be extracted. The brain and the staff are then planted in the ulitharid’s corpse, causing it to dissolve into ichor. This psionically potent slime helps to fuel the transformation of the area into a brine pool that surrounds an embryonic elder brain.

<div class='footnote'><font color=darkred>COLONIZED ILLITHIDS</font></div>

\pagebreakNum

___
___
> ## Ulitharid<sup>MotM</sup>
> *Large Aberration (Mind Flayer), Typically Lawful Evil*
> ___
> - **Armor Class** 15 (breastplate)
> - **Hit Points** 127 (17d10 + 34)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|15 (+2)| 12 (+1)| 15 (+2)| 21 (+5)| 19 (+4)| 21 (+5)|
> _____
> - **Saving Throws** Int +9, Wis +8, Cha +9
> - **Skills** Arcana +9, Insight +8, Perception +8, Stealth +5
> - **Senses** darkvision 120 ft., passive Perception 18
> - **Languages** Deep Speech, Telepathy 2 miles, Undercommon 
> - <div style="float: left"><b>Challenge</b> 9 (5,000 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +4</div><div style="clear: both;"></div> 
> ___
> ***Creature Sense.*** The ulitharid is aware of the presence of creatures
within 2 miles of it that have an Intelligence score of 4 or
higher. It knows the distance and direction to each creature,
as well as each creature's Intelligence score, but can't sense
anything else about it. A creature protected by a <font color=purple>*mind blank*</font>
spell, a <font color=purple>*nondetection*</font> spell, or similar magic can't be perceived
in this manner.
>
>***Magic Resistance.*** The ulitharid has advantage on saving
throws against spells and other magical effects.
>
>***Psionic Hub.*** If an elder brain establishes a psychic link with the
ulitharid, the elder brain can form a psychic link with any other
creature the ulitharid can detect using its Creature Sense. Any
such link ends if the creature falls outside the telepathy ranges
of both the ulitharid and the elder brain. The ulitharid can
maintain 
>
> \columnbreak
>
>its psychic link with the elder brain regardless of the
distance between them, so long as they are both on the same
plane of existence. If the ulitharid is more than 5 miles away
from the elder brain, it can end the psychic link at any time (no
action required).
>
> ### Action
>
>***Tentacles.*** *Melee Weapon Attack:* +9 to hit, reach 10 ft., one
creature. *Hit:* 27 (4d10 + 5) psychic damage. If the target is
Large or smaller, it is grappled (escape DC 14) and must succeed
on a DC 17 Intelligence saving throw or be stunned until
this grapple ends.
>
>***Extract Brain.*** *Melee Weapon Attack:* +9 to hit, reach 5 ft., one
incapacitated Humanoid grappled by the ulitharid. *Hit:* 55
(10d10) piercing damage. If this damage reduces the target to
0 hit points, the ulitharid kills the target by extracting and devouring
its brain.
>
>***Mind Blast (Recharge 5-6).*** The ulitharid magically emits psychic energy in a 60-foot cone. Each creature in that area must succeed on a DC 17 Intelligence saving throw or take 31 (4d12 + 5) psychic damage and be stunned for 1 minute. A target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
>
>***Spellcasting (Psionics).*** The ulitharid casts one of the following spells, requiring no spell components and using Intelligence as the spellcasting ability (spell save DC 17):
> - At will : <font color=purple>*detect thoughts*</font>, <font color=purple>*levitate*</font>
> - 1/day each: <font color=purple>*dominate monster*</font>, <font color=purple>*feeblemind*</font>, <font color=purple>*mass suggestion*</font>, <font color=purple>*plane shift*</font> (self only), <font color=purple>*project image*</font>, <font color=purple>*scrying*</font>, <font color=purple>*telekinesis*</font>

</span>

<div class='footnote'><font color=darkred>COLONIZED ILLITHIDS</font></div>

\pagebreakNum

### Ceremorphs

#### Ettin Ceremorph

Mind flayers are created through ceremorphosis, a process that begins with the implantation of an illithid tadpole in the brain of a Humanoid host. Mind flayers have subjected giants to this process in an effort to create larger, stronger mind flayers, but those experiments all ended in failure: a giant's body is simply too large for a single tadpole to take over.

Ettins, however, proved to be perfect subjects. An ettin's two brains provide sufficient food for two tadpoles, and the two tadpoles are able to transform the entirety of the ettin's body, creating an ettin ceremorph. As part of the transformation process, one of the ettin's heads sinks into the body, with that brain focused on controlling the body. The other head focuses on cogitation and psionic power, though its power is not as great as a mind flayer's.

Ettin ceremorphs serve mind flayer colonies, protecting the elder brains that rule the communities and guarding their treasures. They retian no memory of their previous existence as ettins.

___
> ## Ettin Ceremorph<sup>BGG</sup>
> *Large Aberration, typically Lawful Evil*
> ___
> - **Armor Class** 15 (natural armor)
> - **Hit Points** 104 (11d10 + 44)
> - **Speed** 40 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|18 (+4)| 14 (+2)| 18 (+4)| 18 (+4)| 15 (+2)| 14 (+2)|
> _____
> - **Saving Throws** Int +7, Wis +5
> - **Skills** Perception +8
> - **Damage Resistances** psychic
> - **Condition Immunities** charmed, frightened, stunned, unconscious
> - **Senses** darkvision 120 ft., passive Perception 18
> - **Languages** Deep Speech, Giant, telepathy 60 ft., Undercommon
> - <div style="float: left"><b>Challenge</b> 8 (3,900 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +3</div><div style="clear: both;"></div> 
> ___
> ***Magic Resistance.*** The ceremorph has advantage on saving throws against spells and other magical effects.
>
> ### Actions
>
>***Multiattack.*** The ceremorph makes one Slam attack and one Tentacles attack. The ceremorph can replace one of the attacks with a Mind Bolt attack, if available.
>
>***Slam.*** *Melee Weapon Attack:* +7 to hit, reach 10 ft., one target. *Hit:* 22 (4d8 + 4) bludgeoning damage.
>
>***Tentacles.*** *Melee Weapon Attack:* +7 to hit, reach 10 ft., one creature. *Hit:* 15 (2d10 + 4) psychic damage. If the target is Large or smaller, it has the grappled condition (escape DC 14) and must succeed on a DC 15 Intelligence saving throw or have the stunned condition until this grapple ends.
>
>***Extract Brain.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one incapacitated Humanoid grappled by the ceremorph. *Hit:* 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the ceremorph kills the target by extracting and devouring its brain.
>
>***Mind Bolt (3/Day).*** *Ranged Spell Attack:* +7 to hit, range 120 ft., one creature. *Hit:* 17 (2d12 + 4) psychic damage, and the target must succeed on a DC 15 Intelligence saving throw or have the stunned condition until the end of its next turn.

</span>
<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEi_lLjmhqiCOHDHj99DHF9sZ30GehMfnDJfrGn5J-t9ctwW6KYOVg49FzjFcwOg5fOfOJQPQo2DV1V0KRyrhjFd7TpfueIYhir8oReXzBne9ECG9l2EtfdgcixRAat8sWvH4afxiJ007ne2O5apgel7-W7FHjbBkv4rV00VojIv0bYOm8bXIdhfIYmVmUei/s1226/ettin-ceremorph.png' 
  style='position:absolute;z-index:1000; bottom:10px; left:30px; width:400px' />

<div class='footnote'><font color=darkred>COLONIZED ILLITHIDS</font></div>

\pagebreakNum

#### Gnome Ceremorph

The gnome squidlings have a blind hunger for brains that often overrides their common sense. Beyond such base hunger, the gnome squidlings don't know what they want. They have the reasoning and emotional control of toddlers blended with the guile of bored housecats.

\columnbreak

___
> ## Gnome Ceremorph<sup>RotF</sup>
> *Small Aberration, Any Alignment*
> ___
> - **Armor Class** 16 (breastplate)
> - **Hit Points** 58 (13d6 + 13)
> - **Speed** 5 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|6 (-2)| 14 (+2)| 12 (+1)| 19 (+4)| 17 (+3)| 17 (+3)|
> _____
> - **Saving Throws** Int +7, Wis +6, Cha +6
> - **Skills** Arcana +7, Deception +6, Insight +6, Perception +6, Persuasion +6, Stealth +5
> - **Senses** darkvision 120 ft., passive Perception 16
> - **Languages** Deep Speech, Gnomish, telepathy 120 ft., Undercommon
> - <div style="float: left"><b>Challenge</b> 5 (1,800 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +3</div><div style="clear: both;"></div> 
> ___
> ***Innate Spellcasting (Psionics).*** The ceremorph's innate spellcasting ability is Intelligence (spell save DC 15). It can innately cast the following spells, requiring no components:
> - At will: <font color=purple>*detect thoughts*</font>, <font color=purple>*levitate*</font>
> - 1/day each: <font color=purple>*dominate monster*</font>, <font color=purple>*plane shift*</font> (self only)
> 
><cr>
>
>***Magic Resistance.*** The ceremorph has advantage on saving throws against spells and other magical effects.
>
> ### Actions
>
>***Tentacles.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one creature. *Hit:* 15 (2d10 + 4) psychic damage. If the target is Medium or smaller, it is grappled (escape DC 9) and must succeed on a DC 15 Intelligence saving throw or be stunned until this grapple ends.
>
>***Extract Brain.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one incapacitated humanoid grappled by the ceremorph. *Hit:* 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the ceremorph kills the target by extracting and devouring its brain.
>
>***Laser Pistol.*** *Ranged Weapon Attack:* +5 to hit, range 40/120 ft., one target. *Hit:* 12 (3d6 + 2) radiant damage.Mind Blast (Recharge 5–6).
>
>The ceremorph magically emits psychic energy in a 60-foot cone. Each creature in that area must succeed on a DC 15 Intelligence saving throw or take 22 (4d8 + 4) psychic damage and be stunned for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

</span>

<div class='footnote'><font color=darkred>COLONIZED ILLITHIDS</font></div>

\pagebreakNum

## Renegade Illithids

Sometimes a mind flayer that’s away from its colony breaks free from the elder brain. Perhaps it ran into a situation where its bonds of obedience were broken, or perhaps the colony was destroyed while it was away. In such a case, the mind flayer becomes free-willed for as long as it avoids contact with an elder brain.

A renegade illithid remains fearful of gith attacks, and likely sets about creating a sort of colony of its own, the better to remain undetected. It gathers minions, establishes a lair, and makes defense of its territory a top priority. Unlike colonial mind flayers, rogue illithids develop a healthy respect for those not of their kind. They treat especially powerful creatures and individuals as equals, not adversaries, and seek to cooperate with them. A renegade mind flayer might become a trusted advisor or a powerful ally, so long as it is kept well fed. Any alliance it makes, however, collapses if the mind flayer falls under the sway of an elder brain once more.

#### Mind Flayer Magic

From their perspective as masters of psionic energy, mind flayers view magic as a wild, unpredictable, and primitive source of power. After all, anything that simple humanoids can learn to use must be ineffectual compared to what illithids are capable of.

## Arcane Magic

Mind flayers consider arcane magic to be an abomination, a twisted cousin of psionic power that will be erased from the multiverse when the illithids’ empire rises again. Some sages speculate that this attitude arose among the mind flayers because magic played an important role in the rebellion of the gith.

In any case, a few renegade mind flayers do pursue arcane magic. Using some of the items or spells they discover, they can shield their minds as they aspire to break free of the elder brain’s control.

Eventually, a mind flayer thus separated from the hive turns to the path of lichdom. Just as the elder brain offers immortality to its faithful illithids, so does becoming a lich ensure life everlasting. The feeling of freedom that comes from this change is liberating, but the specter of death forever after colors the mind flayer’s actions. An undead mind flayer is hated and hunted by other illithids, but many are powerful enough to stand on their own against attackers.

\columnbreak

> ##### Variant: Mind Flayer Arcanist<sup>MM14</sup>
>
>A few mind flayers supplement their psionic power with arcane spells. However, they are regarded as deviants by their illithid peers and usually shunned. A mind flayer arcanist has a challenge rating of 8 (3,900 XP) and the following trait.
>
>***Spellcasting.*** The mind flayer is a 10th-level spellcaster. Its spellcasting ability is Intelligence (save DC 15, +7 to hit with spell attacks). The mind flayer has the following wizard spells prepared:
> - Cantrips (at will): <font color=purple>*blade ward*</font>, <font color=purple>*dancing lights*</font>, <font color=purple>*mage hand*</font>, <font color=purple>*shocking grasp*</font>
> - 1st level (4 slots): <font color=purple>*detect magic*</font>, <font color=purple>*disguise self*</font>, <font color=purple>*shield*</font>, <font color=purple>*sleep*</font>
> - 2nd level (3 slots): <font color=purple>*blur*</font>, <font color=purple>*invisibility*</font>, <font color=purple>*ray of enfeeblement*</font>
> - 3rd level (3 slots): <font color=purple>*clairvoyance*</font>, <font color=purple>*lightning bolt*</font>, <font color=purple>*sending*</font>
> - 4th level (3 slots): <font color=purple>*confusion*</font>, <font color=purple>*hallucinatory terrain*</font>
> - 5th level (2 slots): <font color=purple>*telekinesis*</font>, <font color=purple>*wall of force*</font>

<div class='footnote'><font color=darkred>RENEGADE ILLITHIDS</font></div>

\pagebreakNum

### Alhoons

Mind flayers that pursue arcane magic are exiled as deviants, and for them no everlasting communion with an <font color=darkred>**elder brain**</font> is possible. The road to lichdom offers an alternative way to escape the permanency of death, but that path is long and fraught with barriers. Alhoons are mind flayers who have used a shortcut to attain a lichlike state.

Elder brains forbid mind flayers from pursuing magic power aside from psionics, but it isn’t an interdiction they must often enforce. Illithids brook no masters but members of their own kind, so it isn’t in their nature to bow to any god or otherworldly patron. However, wizardry remains a temptation. In the pages of a spellbook, an illithid sees a system to acquire authority. Through the writings of the wizard who penned it, the illithid perceives the workings of a highly intelligent mind. Most mind flayers who find a spellbook react with abhorrence or indifference, but for some, a spellbook is a gateway to a new way of thinking.

For a time, the study of such forbidden texts can be hidden from other illithids and even from an elder brain. Yet eventually, <font color=darkred>**mind flayer arcanists**</font> determined to pursue wizardry must flee the colony for their own safety. Once they taste freedom from the colony, some prize their privacy, others seek to commune with similar minds, and still others seek to dominate a colony by elevating themselves to the position of leadership normally held by an elder brain. Regardless, all such arcanists face the same stark fact: when they die, they will not join the host of minds in the elder brain—deviant minds are never accepted as part of the collective. For them, death means oblivion.

Lichdom offers salvation and the prospect of being able to pursue knowledge indefinitely. Yet learning the secret of achieving lichdom requires an arcane spellcaster to be at the apex of power—a significant challenge for mind flayers, given the scarcity of available mentors and training.

Confronting this reality, a group of nine mind flayer arcanists used their arcane magic and psionics to weave a new truth. These nine called themselves the Alhoon, and those who follow in their footsteps are referred to by the same name.

\columnbreak

#### Collaborative Undeath

To become alhoons, <font color=darkred>**mind flayer arcanists**</font> must cooperate in the creation of a <font color=darkblue>*periapt of mind trapping*</font>, a fist-sized container made of silver, emerald, and amethyst. The process requires at least three mind flayer arcanists and the sacrifice of an equal number of souls from living victims in a three-day-long ritual of spellcasting and psionic communion. Upon its completion, free-willed undeath is conferred on the mind flayers, turning them into alhoons.

Initially, an alhoon can be difficult to distinguish from a normal mind flayer. The most obvious difference is the lack of

a mind flayer’s ever-present mucus coating. Without that protection, an alhoon’s skin becomes dry and cracked, and its eyes might appear shriveled and sunken. Both of these clues are easily missed by someone who hasn’t seen a mind flayer. However, in short order, an alhoon’s flesh withers away and its empty eye sockets gleam with cold pinpricks of light like those of other liches.

Unlike a true <font color=darkred>**lich’s**</font> phylactery, the periapt of mind trapping doesn’t restore the alhoons to undeath if they are destroyed. Instead, a destroyed alhoon’s mind is transferred to the periapt, where it remains in communion with any other trapped alhoon minds, as well as the souls of those sacrificed.

The undeath conferred by a periapt of mind trapping lasts only so long as the life of the living victim selected. Thus an alhoon who sacrificed a 200-year-old elf looks forward to a much longer existence than one that sacrificed a 35-year-old person. Alhoons can extend their existence by repeating the ritual with new victims, effectively resetting the clocks for themselves.

Destroying a periapt of mind trapping consigns those trapped within it to oblivion, and thus alhoons often work together to create elaborate protections for their periapt and their preferred ritual site. Sometimes a single alhoon is entrusted with the periapt of mind trapping, but this is a dangerous proposition. Anyone who holds the periapt gains advantage on attacks, saving throws, and checks against the alhoons associated with its creation, and those alhoons in turn suffer disadvantage on attacks, saving throws, and checks against the holder. In addition, the holder can telepathically communicate with any sacrificed soul trapped within, and alhoons within the periapt can speak telepathically with the holder. A creature carrying the periapt can’t prevent communication from alhoons but can silence trapped souls.

<div class='footnote'><font color=darkred>RENEGADE ILLITHIDS</font></div>

\pagebreakNum

___
___
> ## Alhoon<sup>MotM</sup>
> *Medium Undead (Mind Flayer, Wizard), Typically Neutral Evil*
> ___
> - **Armor Class** 15 (natural armor)
> - **Hit Points** 150 (20d8 + 60)
> - **Speed** 30 ft., fly 15 ft. (hover)
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|11 (+0)| 12 (+1)| 16 (+3)| 19 (+4)| 17 (+3)| 17 (+3)|
> _____
> - **Saving Throws** Con +7, Int +8, Wis +7, Cha +7
> - **Skills** Arcana +8, Deception +7, History +8, Insight +7, Perception +7, Stealth +5
> - **Damage Resistances** cold, lightning, necrotic
> - **Damage Immunities** poison
> - **Condition Immunities** charmed, exhaustion, frightened, paralyzed, poisoned
> - **Senses** truesight 120 ft., Passive Perception 17
> - **Languages** Deep Speech, telepathy 120 ft., Undercommon
> - <div style="float: left"><b>Challenge</b> 10 (5,900 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +4</div><div style="clear: both;"></div> 
> ____
> ***Magic Resistance.*** The alhoon has advantage on saving throws against spells and other magical effects.
>
>***Turn Resistance.*** The alhoon has advantage on saving throws against any effect that turns Undead.
>
> \columnbreak
>
> ### Actions
>
>***Multiattack.*** The alhoon makes two Chilling Grasp or Arcane Bolt attacks.
>
>***Chilling Grasp.*** *Melee Spell Attack:* +8 to hit, reach 5 ft., one target. *Hit:* 14 (4d6) cold damage, and the alhoon regains 14 hit points.
>
>***Arcane Bolt.*** *Ranged Spell Attack:* +8 to hit, range 120 ft., one target. *Hit:* 28 (8d6) force damage.
>
>***Mind Blast (Recharge 5–6).*** The alhoon magically emits psychic energy in a 60-foot cone. Each creature in that area must succeed on a DC 16 Intelligence saving throw or take 22 (4d8 + 4) psychic damage and be stunned for 1 minute. A target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
>
>***Spellcasting.*** The alhoon casts one of the following spells, requiring no material components and using Intelligence as the spellcasting ability (spell save DC 16):
> - At will: <font color=purple>*dancing lights*</font>, <font color=purple>*detect magic*</font>, <font color=purple>*detect thoughts*</font>, <font color=purple>*disguise self*</font>, <font color=purple>*mage hand*</font>, <font color=purple>*prestidigitation*</font>
> - 1/day each: <font color=purple>*dominate monster*</font>, <font color=purple>*globe of invulnerability*</font>, <font color=purple>*invisibility*</font>, <font color=purple>*modify memory*</font>, <font color=purple>*plane shift*</font> (self only), <font color=purple>*wall of force*</font>
> ### Reactions
>
>***Negate Spell (3/Day).*** The alhoon targets one creature it can see within 60 feet of it that is casting a spell. If the spell is 3rd level or lower, the spell fails, but any spell slots or charges are not wasted.

</span>

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEghSje3jVfwpz_5TjoTaoamYMh8BTb4GUEzrNWoJiazBZI1tlnJMaBJfjZCeOO03h4wjnRw6NThoBZuCU2a8-4MrW2QcqxsWgB6MAcBV4jW6BOZUBVm6-aHjgfVn5h5uOGJ_MW6sLjin__8DwPZo9LZ91BMv_Cur0aQlZYSZIC8h55kJwhp75Mew1xuuUbf/s512/Alhoon-3e.webp' 
  style='position:absolute;z-index:1000; bottom:30px; left:140px; width:400px' />
  
<div class='footnote'><font color=darkred>RENEGADE ILLITHIDS</font></div>

\pagebreakNum

### Mind Flayer Lich

The path to true lichdom is something only the most powerful mind flayer mages can pursue, since it requires the ability to craft a phylactery and cast the <font color=purple>*imprisonment*</font> spell.

<br>

\columnbreak

___
___
> ## Mind Flayer Lich (Illithilich)<sup>VGtM</sup>
> *Medium Undead, Any Evil Alignment*
> ___
> - **Armor Class** 17 (natural armor)
> - **Hit Points** 135 (18d8 + 54)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|11 (+0)| 16 (+3)| 16 (+3)| 20 (+5)| 14 (+2)| 16 (+3)|
> _____
> - **Saving Throws** Con +10, Int +12, Wis +9
> - **Skills** Arcana +18, History +12, Insight +9, Perception +9
> - **Damage Resistances** cold, lightning, necrotic
> - **Damage Immunities** poison; bludgeoning, piercing, and slashing from nonmagical attacks
> - **Condition Immunities** charmed, exhaustion, frightened, paralyzed, poisoned
> - **Senses** truesight 120 ft., passive Perception 19
> - **Languages** Deep Speech, telepathy 120 ft., Undercommon plus up to five other languages
> - <div style="float: left"><b>Challenge</b> 22 (41,000 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +7</div><div style="clear: both;"></div> 
> ____
>***Legendary Resistance (3/Day).*** If the lich fails a saving throw, it can choose to succeed instead.
>
>***Rejuvenation.*** If it has a phylactery, a destroyed lich gains a new body in 1d10 days, regaining all its hit points and becoming active again. The new body appears within 5 feet of the phylactery.
>
>***Spellcasting.*** The lich is an 18th-level spellcaster. Its spellcasting ability is Intelligence (spell save DC 20, +12 to hit with spell attacks). The lich has the following wizard spells prepared:
> 
><cr>
>
> - Cantrips (at will): <font color=purple>*mage hand*</font>, <font color=purple>*prestidigitation*</font>, <font color=purple>*ray of frost*</font>
> - 1st level (4 slots): <font color=purple>*detect magic*</font>, <font color=purple>*magic missile*</font>, <font color=purple>*shield*</font>, <font color=purple>*thunderwave*</font>
> - 2nd level (3 slots): <font color=purple>*acid arrow*</font>, <font color=purple>*detect thoughts*</font>, <font color=purple>*invisibility*</font>, <font color=purple>*mirror image*</font>
> - 3rd level (3 slots): <font color=purple>*animate dead*</font>, <font color=purple>*counterspell*</font>, <font color=purple>*dispel magic*</font>, <font color=purple>*fireball*</font>
> - 4th level (3 slots): <font color=purple>*blight*</font>, <font color=purple>*dimension door*</font>
> - 5th level (3 slots): <font color=purple>*cloudkill*</font>, <font color=purple>*scrying*</font>
> - 6th level (1 slot): <font color=purple>*disintegrate*</font>, <font color=purple>*globe of invulnerability*</font>
> - 7th level (1 slot): <font color=purple>*finger of death*</font>, <font color=purple>*plane shift*</font>
> - 8th level (1 slot): <font color=purple>*dominate monster*</font>, <font color=purple>*power word stun*</font>
> - 9th level (1 slot): <font color=purple>*power word kill*</font>
>
> \columnbreak
>
>***Turn Resistance.*** The lich has advantage on saving throws against any effect that turns undead.
>
>***Magic Resistance.*** The lich has advantage on saving throws against spells and other magical effects.
>
>***Innate Spellcasting (Psionics).*** The lich’s innate spellcasting ability is Intelligence (spell save DC 20). It can innately cast the following spells, requiring no components.
> - At will: <font color=purple>*detect thoughts*</font>, <font color=purple>*levitate*</font>
> - 1/day each: <font color=purple>*dominate monster*</font>, <font color=purple>*plane shift*</font> (self only)
> ### Actions
>
>***Paralyzing Touch.*** *Melee Spell Attack:* +12 to hit, reach 5 ft., one creature. *Hit:* 10 (3d6) cold damage. The target must succeed on a DC 18 Constitution saving throw or be paralyzed for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
>
>***Tentacles.*** *Melee Weapon Attack:* +12 to hit, reach 5 ft., one creature. *Hit:* 21 (3d10 + 5) psychic damage. If the target is Large or smaller, it is grappled(escape DC 15) and must succeed on a DC 20 Intelligence saving throw or be stunned until this grapple ends.
>
>***Extract Brain.*** *Melee Weapon Attack:* +12 to hit, reach 5 ft., one incapacitated humanoid grappled by the lich. *Hit:* 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the lich kills the target by extracting and devouring its brain.
>
>***Mind Blast (Recharge 5–6).*** The lich magically emits psychic energy in a 60-foot cone. Each creature in that area must succeed on a DC 18 Intelligence saving throw or take 27 (5d8 + 5) psychic damage and be stunned for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
> ### Legendary Actions
>
>The lich gains the following legendary action options, which replace all of the lich’s legendary actions.
>
> - **Tentacles.** The lich makes one attack with its tentacles.
> - **Extract Brain (Costs 2 Actions).** The lich uses Extract Brain.
> - **Mind Blast (Costs 3 Actions).** The lich recharges its Mind Blast and uses it.
> - **Cast Spell (Costs 1–3 Actions).** The lich uses a spell slot to cast a 1st-, 2nd-, or 3rd-level spell that it has prepared. Doing so costs 1 legendary action per level of the spell.

</span>

<div class='footnote'><font color=darkred>RENEGADE ILLITHIDS</font></div>

\pagebreakNum

### Mind Flayer Clairvoyant

In pursuit of reconstructing their lost empire, a few mind flayers have turned to their home place, the Far Realm, for answers. A mind flayer clairvoyant has peered into that realm's starless depths and been subsequently rewarded with extraordinary powers.

Instead of heeding an elder brain, a mind flayer clairvoyant listens to the whispers and whims of the voices of the Far Realm. In addition to feasting on brains, a mind flayer clairvoyant can summon tentacles that rip through the fabric of reality and distort the minds of enemies.

\columnbreak

___
___
> ## Mind Flayer Clairvoyant<sup>TSO</sup>
> *Medium Aberration, typically Lawful Evil*
> ___
> - **Armor Class** 15 (breastplate)
> - **Hit Points** 156 (24d8 + 48)
> - **Speed** 30 ft., fly 60 ft. (hover)
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|11 (+0)| 12 (+1)| 15 (+2)| 21 (+5)| 17 (+3)| 18 (+4)|
> _____
> - **Saving Throws** Int +9, Wis +7, Cha +8
> - **Skills** Arcana +9, Insight +7, Perception +7, Stealth +5
> - **Damage Resistances** psychic
> - **Condition Immunities** blinded, charmed, frightened
> - **Senses** darkvision 120 ft., truesight 15 ft., passive Perception 17
> - **Languages** Deep Speech, telepathy 120 ft., Undercommon
> - <div style="float: left"><b>Challenge</b> 11 (7,200 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +4</div><div style="clear: both;"></div> 
> ____
> ***Legendary Resistance (3/Day).*** If the mind flayer fails a saving throw, it can choose to succeed instead.
>
>***Magic Resistance.*** The mind flayer has advantage on saving throws against spells and other magical effects.
>
> ### Actions
>
>***Multiattack.*** The mind flayer makes two Tentacle attacks.
>
>***Tentacle.*** *Melee Weapon Attack:* +9 to hit, reach 5 ft., one creature. *Hit:* 21 (3d10 + 5) psychic damage. If the target is Medium or smaller, it has the grappled condition (escape DC 17) and must succeed on a DC 17 Intelligence saving throw or have the incapacitated condition until the grapple ends.
>
> \columnbreak
>
>***Extract Brain.*** *Melee Weapon Attack:* +9 to hit, reach 5 ft., one incapacitated Humanoid grappled by the mind flayer. *Hit:* 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the mind flayer kills it by extracting and devouring its brain.
>
>***Spellcasting (Psionics).*** The mind flayer casts one of the following spells, requiring no spell components and using Intelligence as the spellcasting ability (spell save DC 17):
> - At will: <font color=purple>*detect magic*</font>, <font color=purple>*detect thoughts*</font>, <font color=purple>*mage hand*</font> (the hand is invisible)
> - 3/day each: <font color=purple>*clairvoyance*</font> (as an action), <font color=purple>*dispel magic*</font>
> - 1/day: <font color=purple>*plane shift*</font> (self only)
>
><cr>
>
>***Unleash Void (Recharge 5–6).*** The mind flayer opens a rift into the Far Realm, centered on a point the mind flayer can see within 60 feet of itself, and a tentacle lashes across creatures near the rift. Each creature other than mind flayers within 30 feet of the rift must make a DC 17 Intelligence saving throw, after which the tentacle disappears and the rift closes. On a failed save, a creature takes 18 (4d8) cold damage from the rift plus 18 (4d8) psychic damage from the tentacle and has the stunned condition for 1 minute. On a successful save, a creature takes half as much damage only. A stunned creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
>
> ### Reactions
>
>***Warp Reality.*** When hit by an attack roll, the mind flayer gains a +4 bonus to its AC against that attack roll, potentially causing it to miss. Then the mind flayer, along with any equipment it is wearing or carrying, magically teleports up to 60 feet to an unoccupied space it can see.

</span>

<div class='footnote'><font color=darkred>RENEGADE ILLITHIDS</font></div>

\pagebreakNum

## Divine Magic

Illithids acknowledge the existence of divine entities, but it is unusual for any but a deviant mind flayer to actively worship such a power. Since they are capable of planar travel, illithids don’t view the afterlife and the Outer Planes in the mythic way that most other races do. Illithids don’t believe they possess souls whose eternal fate is governed by the gods. Instead, when a mind flayer’s brain is returned to the elder brain to be consumed, the creature’s intelligence lives on. Only if an illithid’s brain isn’t retrieved after death would its consciousness be cast into oblivion.

Two divine entities have long been associated with mind flayers by the scholars of other races. These aren’t deities, but rather manifestations of ideal psionic and philosophical mental states that mind flayers revere. Illithids occasionally meditate on these ideals while performing physical movements meant to help them achieve the proper attitude — actions that have often been misinterpreted by observers as worship.

\columnbreak

### Maanzecorian

The entity/concept called Maanzecorian embodies a complete comprehension of knowledge. It is a state wherein memories, thoughts, and aptitudes are dredged up from one’s mind not one at a time as needed, but are all laid bare and brought to the fore at once. The perfect memories exhibited by aboleths have long fascinated mind flayers that emulate Maanzecorian, leading to frequent conflict between the two races.

### Ilsensine

Sometimes known as the patron diety of the illithid empire, Ilsensine is a broader philosophical ideal than Maanzecorian, leading many sages to assume it must be the more important or more powerful of the two “gods.” Ilsensine represents not just mastery of one’s own mind but a psionic union between oneself and the realm of universal knowledge. Different elder brains have different interpretations of what this state consists of and how to achieve it. Elder brains and illithids that devote themselves to Ilsensine sometimes pursue ways to dominate gods of knowledge or even aspire to supplant those gods on the way to attaining the state of full incorporation into the universal consciousness.

<div class='footnote'><font color=darkred>RENEGADE ILLITHIDS</font></div>

\pagebreakNum

### Ilvaash
Ilvaash is a godlet in the Far Realms, who is determined to reestablish a mind flayer empire on the Material Plane. Ivaash wants the empire to stretch across Toril's surface. When Ilvaash desires direct action on the Material Plane it does so through a <font color=darkred>**Refraction of Ilvaash**</font>. The Far Realm godlet despises Ilsensine.

\columnbreak

___
___
> ## Refraction of Ilvaash<sup>TSO</sup>
> *Huge Aberration (Mind Flayer), Lawful Evil*
> ___
> - **Armor Class** 11 (natural armor)
> - **Hit Points** 199 (21d12 + 63)
> - **Speed** 10 ft., fly 30 ft. (hover), swim 10 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|17 (+3)| 10 (+0)| 17 (+3)| 23 (+6)| 20 (+5)| 22 (+6)|
> _____
> - **Saving Throws** Int +11, Wis +10
> - **Skills** Arcana +11, Insight +15, Intimidation +11, Persuasion +11
> - **Damage Resistances** bludgeoning, piercing, and slashing from nonmagical attacks
> - **Damage Immunities** poison, psychic
> - **Condition Immunities** exhaustion, grappled, paralyzed, petrified, poisoned, prone, restrained
> - **Senses** blindsight 120 ft., passive Perception 15
> - **Languages** Common, Deep Speech, telepathy 100 miles, Undercommon
> - <div style="float: left"><b>Challenge</b> 15 (13,000 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +5</div><div style="clear: both;"></div> 
> ____
>***Creature Sense.*** The refraction is aware of creatures within 100 miles of it that have an Intelligence score of 4 or higher. It knows the distance and direction to each creature, as well as each one's Intelligence score, but can't sense anything else about it. A creature protected by a <font color=purple>*mind blank*</font> spell, a <font color=purple>*nondetection*</font> spell, or similar magic can't be perceived in this manner.
>
>***Incorporeal Movement.*** The refraction can move through other creatures and objects as if they were difficult terrain. It takes 5 (1d10) force damage if it ends its turn inside an object.
>
>***Legendary Resistance (5/Day).*** If the refraction fails a saving throw, it can choose to succeed instead.
>
>***Magic Resistance.*** The refraction has advantage on saving throws against spells and other magical effects.
>
> \columnbreak
>
> ### Actions
>
>***Multiattack.*** The refraction makes two Dissonant Claw attacks.
>
>***Dissonant Claw.*** *Melee Weapon Attack:* +11 to hit, reach 10 ft. or range 120 ft., one creature.* Hit:* 25 (3d12 + 6) psychic damage. If the target is a creature concentrating on a spell, its concentration is broken.
>
>***Mind Blast (Recharge 5–6).*** Creatures of the refraction's choice within 60 feet of it must succeed on a DC 19 Intelligence saving throw or take 33 (5d10 + 6) psychic damage and have the stunned condition for 1 minute. A stunned creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
>
>***Spellcasting (Psionics).*** The refraction casts one of the following spells, requiring no spell components and using Intelligence as the spellcasting ability (spell save DC 19):
> - At will: <font color=purple>*detect magi*</font>, <font color=purple>*detect thoughts*</font>
> - 3/day each: <font color=purple>*dispel magic*</font>, <font color=purple>*modify memory*</font>
> - 1/day each: <font color=purple>*feeblemind*</font>, <font color=purple>*plane shift*</font> (self only)
>
> <cr>
>
>***Teleport.*** The refraction teleports, along with any equipment it is wearing or carrying, up to 120 feet to an unoccupied place that it can see.
>
> ### Legendary Actions
>
>The refraction of ilvaash can take 3 legendary actions, choosing from the options below. Only one legendary action can be used at a time and only at the end of another creature's turn. The refraction of ilvaash regains spent legendary actions at the start of its turn.
> - **Mindbreaker.** The refraction targets a creature within 120 feet of itself and disrupts its mental processes, causing the target to have disadvantage on all ability checks, attack rolls, and saving throws until the end of the target's next turn.
> - **Projected Claw (Costs 2 Actions).** The refraction makes one Dissonant Claw attack.

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEijbsaQgG7pzb_lE5qO52EGe2iaxguG28lhzXl8GCQR0HW78rQEs6I2Q_4mhTviG1R-0HjuMyaJxISfsKg4ai05vJtGPcOKBNzlQ5l5Nu22nEkcJZ-TABqkAIhYGLmqsxrVWahPR7zz4savKG3aDa2FkbGdQokmf4awhPjtqVw6slg66reSe-yreW8Cj0l4/s560/Refraction%20of%20Ilvaash.png' 
  style='position:absolute;z-index:1000; top:50px; right:130px; width:225px' />
  
<div class='footnote'><font color=darkred>RENEGADE ILLITHIDS</font></div>

\pagebreakNum

___
___
> ## Mind Flayer Warlock<sup>TSO</sup>
> *Medium Aberration (Mind Flayer, Warlock), Lawful Evil*
> ___
> - **Armor Class** 12 (15 with <font color=purple>*mage armor*</font>)
> - **Hit Points** 112 (15d8 + 45)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|11 (+0)| 14 (+2)| 17 (+3)| 19 (+4)| 15 (+2)| 19 (+4)|
> _____
> - **Saving Throws** Int +8, Wis +6, Cha +8
> - **Skills** Arcana +8, Insight +6, Perception +6, Stealth +6
> - **Senses** darkvision 120 ft., passive Perception 16
> - **Languages** Deep Speech, telepathy 60 ft., Undercommon
> - <div style="float: left"><b>Challenge</b> 9 (5,000 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +4</div><div style="clear: both;"></div> 
> ____
>***Magic Resistance.*** The warlock has advantage on saving throws against spells and other magical effects.
>
> ### Actions
>
>***Multiattack.*** The warlock makes two Eldritch Bolt attacks, or one Eldritch Bolt attack and one Tentacle attack.
>
>***Tentacle.*** *Melee Weapon Attack:* +8 to hit, reach 5 ft., one creature. *Hit:* 15 (2d10 + 4) psychic damage. If the target is Medium or smaller, it has the grappled condition (escape DC 16) and must succeed on a DC 16 Intelligence saving throw or have the stunned condition until the grapple ends.
>
> \columnbreak
>
>***Eldritch Bolt.*** *Ranged Spell Attack:* +8 to hit, range 120 ft., one target. *Hit:* 20 (3d10 + 4) force damage.
>
>***Extract Brain.*** *Melee Weapon Attack:* +8 to hit, reach 5 ft., one Humanoid with the stunned condition who is grappled by the warlock. *Hit:* 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the warlock kills it by extracting and devouring its brain.
>
>***Mind Blast (Recharge 5–6).*** The warlock magically emits psychic energy in a 60-foot cone. Each creature in that area must succeed on a DC 16 Intelligence saving throw or take 26 (5d8 + 4) psychic damage and have the stunned condition for 1 minute. A stunned creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
>
>***Spellcasting (Psionics).*** The warlock casts one of the following spells, requiring no spell components and using Charisma as the spellcasting ability (spell save DC 16):
> - At will: <font color=purple>*detect magic*</font>, <font color=purple>*detect thoughts*</font>, <font color=purple>*levitate*</font>, <font color=purple>*mage armor*</font> (self only), <font color=purple>*mage hand*</font> (the hand is invisible), <font color=purple>*prestidigitation*</font>
> - 2/day each: <font color=purple>*confusion*</font>, <font color=purple>*sending*</font>, <font color=purple>*telekinesis*</font>
> - 1/day each: <font color=purple>*dominate monster*</font>, <font color=purple>*plane shift*</font> (self only)

</span>

### Mind Flayer Warlock

When cut off from an elderbrain, mind flayers have been known to seek sources of power from other beings, sometimes even through pacts with supernatural powers such as Ilvaash (discussed later in this document).

<br>

>##### Cult of Dispater
>Renegade mind flayers sometimes strike pacts with Dispater in search of the secrets needed to forever escape an elder brain's domination.

\columnbreak

<div class='footnote'><font color=darkred>RENEGADE ILLITHIDS</font></div>

\pagebreakNum

<Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br><Br>
## Overmind <sup>ERftLW</sup>

The illithids of Eberron are the creations of the daelkyr lord of madness, Dyrrn the Corruptor. Most mind flayers on Eberron dwell in Khyber with their daelkyr masters, commanding cities of dolgaunts and dolgrims. A few can be found on the surface, working with the Cults of the Dragon Below or pursuing their own enigmatic goals. The mind flayers often seem to pursue reopening the gates to Xoriat with more urgency than the daelkyr themselves do. The immortal daelkyr can afford to wait for another ten thousand years; the illithids aren't so patient.

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEimxZATZ_rJOwMbLWosHGBc1RRCr77PF2VJRS2KjeCGdXnFAcxnEIOVtfQg8Nj3JDjniEg2U-v1achhKHw1htg2JL5Rh0dzuKwnzONscoSDdtgCJKn0oQrc9-IuM3iYv7EoFx-9CFrwp-onKqluyE0hJmBYBh5rwVb7HmAgOG9ffjIT30et0XN9U2qkaW2H/s849/Dyrrn.webp' 
  style='position:absolute;z-index:1000; top:0px; right:-200px; width:1100px' />
  
<div class='footnote'><font color=darkred>OVERMIND</font></div>

\pagebreakNum

### Dyrrn
Dyrrn is known to its followers as the Corruptor, the Stealer of Thoughts, the Slithering Lord, and the Foul
Labyrinth. In the lore of the Gatekeepers, it is said that Dyrrn plants thoughts in the weak minded-the seeds
of terrible ideas that fester and grow. Those who are particularly brilliant often draw the attention of the Foul
Labyrinth, which hungers to consume unique minds.

***Twisting Flesh and Thought***. The mind flayers of Eberron know Dyrrn as the Overmind, and it serves as
the cornerstone of their collective consciousness. Of all the daelkyr, the Corruptor is the most adept at twisting
minds and bodies to create monsters. It was Dyrrn who turned goblinoid prisoners into the first dolgaunts and
dolgrims, creating the legions that would savage the nations of Khorvaire. Dyrrn is also a prolific creator of
symbionts-treasures that tempt people to bind alien entities to their flesh.

***Dyrrn's Cults***. Dyrrn's lair touches the Eldeen Reaches, and the druids of the Towering Wood are always
watching for Dyrrn's influence. At the start of the Last War, the dwarves of the Mror Holds discovered
passages to the daelkyr's realm below their halls, and Dyrrn's cults have spread from there.

Mind flayers often work with Dyrrn's cults, many of which are obsessed with evolution-through the use of symbionts or by becoming an aberration. Those who worship the Stealer of Thoughts believe that Dyrrn will consume all sentient beings, except for its servants.

Dyrrn most often appears as a tall humanoid male with pale skin, clad in a heavy cassock of interwoven black leather that slithers unsettlingly around the daelkyr's form. Dyrrn can extend tentacles from its body, using them to extract the brains of others.

#### Dyrrn's Lair
Dyrrn makes its lair in the Palace of Sinew, a horrid site shaped from the leftover flesh and bones of the daelkyr's
sculpting. The walls of the palace undulate as air flows through them, as if the space were breathing.

***Lair Actions***. While within the Palace of Sinew, Dyrrn can invoke the ambient magic to take lair actions.
On initiative count 20 (losing initiative ties), Dyrrn can take a lair action to cause one of the following effects; it can't use the same effect two rounds in a row:

- Dyrrn uses its Corruption action.
- A 30-foot-square area of ground within 120 feet of Dyrrn sprouts tentacles until initiative count 20 on the next round. Any creature that starts or ends its turn in the area must succeed on a DC 23 Strength saving throw or be restrained. A creature can escape the tentacles with a successful DC 23 Strength (Athletics) or Dexterity (Acrobatics) 'check as an action.
- Each creature of Dyrrn's choice that it can see within 120 feet of it must succeed on a DC 23 Wisdom saving throw or take 26 (4dl2) psychic damage. Unless the target has immunity to psychic damage, its Intelligence score is reduced by ld4 each time it fails the saving throw for this lair action. The target dies if its Intelligence score is reduced to 0. The reduction lasts until the target finishes a short or long rest.

\columnbreak

***Regional Effects***. A region containing a passage to Dyrrn's lair is warped in one or more of these ways:
- Plants and animals raised within 2 mile of the passage have twisted, aberrant forms. Use the Daelkyr Modifications table for inspiration.
- Creatures within 1 mile of the passage frequently feel as if something is crawling under their skin.
- If a humanoid spends at least 1 hour within 1 mile of the passage, that creature must succeed on a DC 22 Wisdom saving throw or descend into a type of madness (see "Madness of Dyrrn" below). A creature that succeeds on this saving throw can't be affected by this regional effect again for 24 hours. If Dyrrn dies, these effects fade away after 1d1O days.

#### Madness of Dyrrn
If a creature goes mad in Dyrrn's lair or while it can see the daelkyr, it gains a form of indefinite madness. Roll
on the Madness of Dyrrn table to determine the nature of this madness, which takes the form of a character flaw that lasts until cured. Chapter 8 of the *Dungeon Master's Guide* has more information on madness.

##### Madness of Dyrrn
|d6| Flaw (lasts until cured)|
|:---:|:----|
|1 | "There's an illithid parasite living in my brain!"|
|2 |"I can feel myself evolving into an aberration."|
|3 |"Aberrations are the only natural things."|
|4 |"A part of me has become a conscious entity."|
|5 |"My opponents must bow down to a mind flayer!"|
|6| "Dyrrn and the mind flayers simply want to unite all sentient creatures in collective consciousness. And I receive messages from the group mind!"|

<div class='footnote'><font color=darkred>OVERMIND</font></div>

\pagebreakNum

___
___
> ## Dyrrn <sup>ERftLW</sup>
> *Medium Aberration, Chaotic Evil*
> ___
> - **Armor Class** 21 (natural armor)
> - **Hit Points** 325 (31d8 + 186)
> - **Speed** 40 ft., fly 40 ft. (hover)
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|26 (+8)| 21 (+5)| 22 (+6)| 26 (+8)| 23 (+6)| 24 (+7)
> _____
> - **Saving Throws** Int +15, Wis +13, Cha +14
> - **Skills** Arcana +15, History +15, Insight +13, Perception +13
> - **Damage Resistances** poison, psychic
> - **Condition Immunities** blinded, charmed, exhaustion, frightened, poisoned, prone
> - **Senses** truesight 120 ft., passive Perception 23
> - **Languages** Deep Speech, telepathy 120 ft.
> - <div style="float: left"><b>Challenge</b> 24 (62,000 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +7</div><div style="clear: both;"></div> 
> ____
> ***Alien Mind***. If a creature tries to read Dyrrn's thoughts or deals psychic damage to it, that creature must succeed on a DC 23 Intelligence saving throw or be stunned for 1 minute. The stunned creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
> 
> ***Legendary Resistance*** *(3/Day)*. If Dyrrn fails a saving throw, it can choose to succeed instead.
> 
> ***Magic Resistance***. Dyrrn has advantage on saving throws against spells and other magical effects.
> 
> ***Regeneration***. Dyrrn regains 20 hit points at the start of its turn. If Dyrrn takes radiant damage, this trait doesn't function at the start of its next turn. Dyrrn dies only if it starts its turn with 0 hit points and doesn't regenerate.
> 
> ### Actions
> 
> ***Multiattack***. Dyrrn makes one Tentacle Whip attack and uses its Corruption once. Dyrrn can replace its Tentacle Whip attack with Extract Brain if it has a creature grappled.
> 
> ***Tentacle Whip***. *Melee Weapon Attack*: +15 to hit, reach 10 ft., one target. *Hit*: 24 (3d10 + 8) slashing damage. If the target is a Medium or smaller creature, it is grappled (escape DC 23), pulled into an unoccupied 
>
>\columnbreak
>
>space within 5 feet of Dyrrn, and must succeed on a DC 23 Intelligence saving throw or be stunned until this grapple ends. Dyrrn can't use the same tentacle whip on another target until this grapple ends. Dyrrn has two tentacle whips.
> 
> ***Corruption***. Dyrrn targets one creature it can see within 60 feet of it. The target must succeed on a DC 23 Constitution saving throw or take 22 (4d6 + 8) necrotic damage and become corrupted for 1 minute.
> <cr>
>     A corrupted creature's flesh twists in alien ways. The creature has disadvantage on attack rolls, its speed is reduced by half, and if it tries to cast a spell, it must first succeed on a DC 15 Intelligence check or the spell fails and is wasted. The corrupted creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
> 
> ***Extract Brain***. *Melee Weapon Attack*: +15 to hit, reach 5 ft., one incapacitated creature grappled by Dyrrn. *Hit*: 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, Dyrrn kills the target by extracting and devouring its brain.
> 
> ### Bonus Actions
>
> ***Teleport***. Dyrrn can teleport up to 30 feet to an unoccupied space it can see.
>
> ### Legendary Actions
> 
> Dyrrn can take 3 legendary actions, choosing from the options below. Only one legendary action can be used at a time and only at the end of another creature's turn. Dyrrn regains spent legendary actions at the start of its turn.
>
> - **Tentacle Whip**. Dyrrn makes one attack with its Tentacle Whip.
>- **Spawn Aberration** (Costs 2 Actions). Dyrrn regurgitates an intellect devourer in an unoccupied space within 5 feet of it. The <font color=darkred>**intellect devourer**</font> is under Dyrrn's control and acts immediately after Dyrrn in the initiative order.
> - **Mind Blast** (Costs 3 Actions). Dyrrn magically emits psychic energy in a 60-foot cone. Each creature in that area must succeed on a DC 23 Intelligence saving throw or take 30 (5d8 + 8) psychic damage and be stunned for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

</span>

<div class='footnote'><font color=darkred>OVERMIND</font></div>

\pagebreakNum

### Dolgaunt

Dolgaunts are emaciated hobgoblins with disease-hued flesh. Their eye sockets gape open and empty above a mouth with a wormlike tongue. Writhing cilia cover their bodies, with longer tendrils around their heads and two wiry tentacles protruding from their bare shoulders. A dolgaunt is blind but can perceive its surroundings through the sensitive cilia that cover its skin. It can also absorb life through its tentacles, allowing it to drain the vitality out of any creature it touches.

***Warped by Chaos***. When the daelkyr emerged from Xoriat to conquer Khorvaire, they captured and transformed
that land's indigenous creatures to create armies of hideous warriors. Dyrrn the Corruptor shaped dolgaunts
from hobgoblin stock, turning them into intelligent, cold, and efficient killers.

When the daelkyr were defeated, the dolgaunts descended into the depths of Khyber with their masters. There, they study in cavernous monasteries, forging their bodies into living weapons dedicated to the missions given them by those masters. Dolgaunts are often found commanding squads of dolgrims, and can also be found working with the Cults of the Dragon Below-particularly those devoted to Dyrrn the Corruptor.

___
> ## Dolgaunt <sup>ERftLW</sup>
> *Medium Aberration, Lawful Evil*
> ___
> - **Armor Class** 16 (unarmored defense)
> - **Hit Points** 33 (6d8 + 6)
> - **Speed** 40 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|14 (+2)| 18 (+4)| 12 (+1)| 13 (+1)| 14 (+2)| 11 (+0)
> _____
> - **Skills** Acrobatics +6, Perception +4, Stealth +6
> - **Condition Immunities** blinded
> - **Senses** blindsight 120 ft. (blind beyond this radius), passive Perception 14
> - **Languages** Deep Speech, Goblin
> - <div style="float: left"><b>Challenge</b> 3 (700 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ____
> ***Evasion***. If the dolgaunt is subjected to an effect that allows it to make a Dexterity saving throw to take only half damage, the dolgaunt instead takes no damage if it succeeds on the saving throw, and only half damage if it fails. It can't use this trait if it's incapacitated.
>
>***Unarmored Defense***. While the dolgaunt is wearing no armor and wielding no shield, its AC includes its Wisdom modifier.
>
> ### Actions
>
>***Multiattack***. The dolgaunt makes two tentacle attacks and two unarmed strikes. Up to two tentacle attacks can be replaced by Vitality Drain.
>
>***Tentacle***. *Melee Weapon Attack*: +6 to hit, reach 15 ft., one target. *Hit*: 7 (1d6 + 4) bludgeoning damage. The target is grappled (escape DC 12) if it is a Large or smaller creature. Until this grapple ends, the dolgaunt can't use the same tentacle on another target. The dolgaunt has two tentacles.
>
>***Unarmed Strike***. *Melee Weapon Attack*: +6 to hit, reach 5 ft., one target. *Hit*: 6 (1d4 + 4) bludgeoning damage.
>
>***Vitality Drain***. One creature grappled by a tentacle of the dolgaunt must make a DC 11 Constitution saving throw. On a failed save, the target takes 9 (2d8) necrotic damage, and the dolgaunt regains a number of hit points equal to half the necrotic damage taken.

</span>

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEjjZgvIFFVqJDsIms6kPIvPgqxK_rVKpHZm_jInaancpEgbwy1Da9k5_3pXLFdFo7gpYVj8LkixNeEm6Mn-u-38iRlMTwVScz6RUKWIiwNeJC4wXiOp_6DZytwGbFJuXAlqsx2eAK-dIDQvflfkr4HCBCsm1gqg2KP1p58IKZhkLelzwnUld2WG8ekTFUeJ/s1000/dolgaunt.png' 
  style='position:absolute;z-index:1000; top:0px; left:0px; width:440px' />
  
<div class='footnote'><font color=darkred>OVERMIND</font></div>

\pagebreakNum

___
> ## Dolgrim <sup>ERftLW</sup>
> *Small Aberration, Chaotic Evil*
> ___
> - **Armor Class** 15 (natural armor, shield)
> - **Hit Points** 13 (3d6 + 3)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|15 (+2)| 14 (+2)| 12 (+1)| 8 (-1)| 10 (+0)| 8 (-1)
> _____
> - **Senses** darkvision 60 ft., passive Perception 10
> - **Languages** Deep Speech, Goblin
> - <div style="float: left"><b>Challenge</b> 1/2 (100 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ____
> ***Dual Consciousness***. The dolgrim has advantage on saving throws against being blinded, charmed, deafened, frightened, stunned, and knocked unconscious.
>
> ### Actions
>
> ***Multiattack***. The dolgrim makes three attacks.
>
>***Morningstar***. *Melee Weapon Attack*: +4 to hit, reach 5 ft., one target. *Hit*: 6 (1d8 + 2) piercing damage.
>
>***Spear***. *Melee or Ranged Weapon Attack*: +4 to hit, reach 5 ft. or range 20/60 ft., one target. *Hit*: 5 (1d6 + 2) piercing damage, or 6 (1d8 + 2) piercing damage if used with two hands to make a melee attack.
>
>***Hand Crossbow***. *Ranged Weapon Attack*: +4 to hit, range 30/120 ft., one target. Hit: 5 (1d6 + 2) piercing damage.

</span>

\columnbreak

### Dolgrim

Dolgrims are squat, deformed things. Warped by the daelkyr, a dolgrim is essentially two goblins crushed into one creature, their misshapen body boasting four arms and a pair of twisted mouths that gibber and slather at the front of a headless torso. The two mouths of a dolgrim sometimes carry on demented conversations with one another. However, a dolgrim has only a single personality-sadistic, bloodthirsty, and brutally dedicated to serving itself.

Small numbers of these creatures sometimes make their way to the surface, often under the command of dolgaunts, and undertaking missions advancing the inscrutable schemes of their malevolent masters. But great hordes of dolgrims remain clustered in Khyber with the daelkyr, dreaming of the day when they will be released into Eberron to feast and destroy.

<div class='footnote'><font color=darkred>OVERMIND</font></div>

\pagebreakNum

## Mind Flayer Thralls

Mind flayers never truly ally with any creatures. They either attempt to seize control of a population by subverting its leaders, or they use psionics to dominate a humanoid and turn it into a thrall.

Illithids sometimes infiltrate an Underdark tribe of humanoids and use their superstitions and traditions as tools to make them useful followers. A mind flayer might use its psionic ability to send visions to a humanoid shaman, causing it to proclaim the mind flayers as emissaries of the gods. With that ruse in place, the “gods” then dictate strict rules that cause some members of the tribe to be branded as heretics, to provide the pretense for occasionally seizing a humanoid and devouring its brain. After the colony depletes and demoralizes the population sufficiently, the illithids might move in en masse and attempt to turn the remaining followers into thralls.

The process of transforming a creature into a thrall requires the entire colony’s energy and attention, making it no small matter. Although it takes only one mind flayer to perform the process, any illithid not directly involved in the process is required to donate its psionic power to the effort while otherwise remaining inactive.

A thrall-to-be is first rendered docile through psionic means. Using a low-power version of its Mind Blast ability, the mind flayer bombards the victim with energy that washes through its synapses like acid, clearing away its former personality and leaving it a partially empty shell. This step takes 24 hours. Over the next 48 hours, the illithids rebuild the victim’s memories and personality, and the victim gains the skills and talents it needs to perform its intended function.

The process that creates a thrall changes almost everything about the victim. The creature retains its Hit Dice, hit points, racial traits (but not proficiencies granted by race), and all of its ability scores except for Intelligence. After the first stage of the process, the creature’s Intelligence is halved; when the second stage is over, its Intelligence score increases by 1d6.

To complete the process, the thrall receives a new set of proficiencies, a new alignment, and a new personality. Some colonies have learned how to salvage a victim’s psionic abilities during the process or how to implant psionic powers into their thralls. Also, some colonies know how to leave a victim’s persona intact while infusing it with a fanatical loyalty to the colony’s elder brain as well as telepathic power that allows the victim to communicate with its new masters as if it were a mind flayer. This sort of thrall makes a perfect spy, since most would never suspect its true nature.

A thrall can be restored to its former self through a combination of spells and ministration. The thrall must have <font color=purple>*regenerate*</font>, <font color=purple>*heal*</font> and <font color=purple>*greater restoration*</font> cast on it once per day for three consecutive days. The victim is restored to normal when the final round of spells is cast.

\columnbreak

Mind flayers vastly prefer to use humanoids as thralls, since they have a good balance of physical attributes and proper anatomy. Animals, in contrast, require a lot of direct oversight and lack the ability to use tools to help maintain the colony. Among the variety of humanoids available to the illithids, they have some preferences and tendencies.

*I wonder what a mind flayer’s brain tastes like.*

— Volo

</div>

*Volo, ye are the fool of fools. Illithid brains are poisonous, and drive humans insane with a flood of memories at every bite. Er, ask me not how I know this.*

— Elminster

</div>

#### Derro

According to the histories of some duergar, derro are descended from a dwarven community that was left behind when the others escaped the rule of mind flayers. These remnants were so distorted by the mind flayers' psionic power that the dwarves became Aberrations. Derro tell their own stories of flight and survival in the Underdark, in which mind flayers aren't always the enemy.

#### Grimlocks

The first grimlocks were descended from humans corrupted by mind flayers in ancient times, and today these sightless humanoids are among the illithids’ preferred servants. Grimlocks are easily cowed by mind flayers, because their culture still centers on worship of and subservience to the illithids. Strong but dimwitted, they lack the initiative and the cunning to rebel as long as they are provided with food, shelter, and the opportunity to pillage and slay. Also, the grimlocks’ inability to see gives their brains an exotic flavor that mind flayers love.

#### Humanoids

Only the most desperate colonies bother using goblins, kobolds, gnomes, and other small humanoids for anything except food. Small humanoids do make a good food source because they tend to gather in large groups, and their fear and despair in the face of a mind flayer incursion make their brains tasty to the illithid palate. They are also relatively easy for larger, stronger humanoid thralls to control. Small humanoids are only rarely transformed into thralls or otherwise kept under firm control.

Almost any humanoid creature can end up as a thrall, and mind flayers sometimes work with whatever victims fall into their grasp. Aside from the exceptions discussed above, they tend to see orcs, bugbears, humans, and other similar humanoids as largely interchangeable. Their brains all have a similar taste, and their utility as thralls is roughly equal.

<div class='footnote'><font color=darkred>MIND FLAYER THRALLS</font></div>

\pagebreakNum

#### Kuo-toa

Illithids once used kuo-toa as slaves extensively, since they proved quite easy to control. In time, though, repeated exposure to the mind flayers’ psionic intrusions drove the kuo-toa mad. Nowadays, kuo-toa don’t make for good thralls because their insanity makes them difficult to control. Mind flayers consider kuo-toa brains a great treat, but they prefer to eat them raw, unsullied by psionic alteration. Thus, they tend to eat kuo-toa soon after capturing them, rather than attempting to keep them penned up or docile.

#### Quaggoths

Mind flayers find that the quaggoths’ innate, though rarely manifested, talent for psionics makes them excellent thralls. When possible, they manipulate a tribe’s thonot (a psionic shaman) into pledging allegiance to a colony. Quaggoths are naturally strong and quick, making them ideal shock troops without any additional modifications. The quaggoths’ chaotic tendencies eventually motivate most colonies to convert them into thralls or food, rather than relying on the quaggoth thonot to keep them under control.

#### Oblexes

By experimenting on the slimes, jellies, and puddings that infest the depths of the Underdark, mind
flayers created a special breed of Ooze, the oblex-a slime capable of assaulting the minds of other creatures.
These pools of jelly are cunning hunters that feed on thoughts and memories. The sharper the mind, the better the meal, so oblexes hunt targets more likely to be intelligent, such as wizards and other spellcasters. When suitable fare comes within reach, an oblex draws its body up to engulf its victim. As it withdraws, it plunders the creature's mind, leaving its prey befuddled and confused- or dead. When oblexes feed on thoughts, they can form weird copies of their prey to use as lures, which helps them harvest even more victims for their mind flayer masters.

## Mind Flayer Monsters

Mind flayers hardly ever use non-humanoid creatures as thralls or develop other relationships with them. Most of them are either too big and strong to keep penned up for long or too limited in intellect to complete anything but the simplest tasks. In general, non-humanoids found in the company of mind flayers are those that the illithids have created or bred for specific purposes. A few types of these creatures warrant special mention.

<div class='footnote'><font color=darkred>MIND FLAYER THRALLS</font></div>

\pagebreakNum

### Cranium Rats

Mind flayers create cranium rats by bombarding normal <font color=darkred>**rats**</font> with psionic energy.

***Evil Collectives.*** Cranium rats are no smarter than ordinary rats and behave as such. However, if enough cranium rats come together to form a swarm, they merge their minds into a single intelligence with the accumulated memories of all the swarm’s constituents. The rats become smarter as a result, and they retain their heightened intelligence for as long as the swarm persists. The swarm also awakens latent psionic abilities implanted within each cranium rat by its mind flayer creators, bestowing upon the swarm psionic powers similar to spells.

A rat separated from the swarm becomes an ordinary cranium rat with an Intelligence of 15. It loses 1 point of Intelligence each day that it remains separated from the swarm. Its Intelligence can’t drop below 4 and becomes 15 again if it rejoins the swarm or another one.

***Telepathic Vermin.*** A single, low-intelligence cranium rat uses its natural telepathy to communicate hunger, fear, and other base emotions. A swarm of cranium rats communicating telepathically “speaks” as one creature, often referring to itself using the collective pronouns “we” and “us.”

***Spies for an Elder Brain.*** Mind flayer colonies use cranium rats as spies. The rats invade surface communities and act as eyes and ears for the <font color=darkred>**elder brain**</font>, transmitting their thoughts when they swarm and are within range of the elder brain’s telepathy.

Cranium rats occasionally spread beyond the elder brain’s range of influence. Whatever these rats do is of no concern to the elder brain, and the illithids can always make more if they so desire.

___
> ## Cranium Rat<sup>MotM</sup>
> *Tiny Aberration, Unaligned*
> ___
> - **Armor Class** 12
> - **Hit Points** 2 (1d4)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|2 (-4)| 14 (+2)| 10 (+0)| 4 (-3)| 11 (+0)| 8 (-1)|
> _____
> - **Senses** darkvision 30 ft., passive Perception 10
> - **Languages** telepathy 30 ft. 
> - <div style="float: left"><b>Challenge</b> 0 (10 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ___
> ***Telepathic Shroud.*** The cranium rat is immune to any effect that would sense its emotions or read its thoughts, as well as to all divination spells.
>
> ### Actions
>
>***Bite.*** *Melee Weapon Attack:* +4 to hit, reach 5 ft., one target. *Hit:* 1 piercing damage.
>
> ### Bonus Actions
>
>***Illumination.*** The cranium rat sheds dim light from its exposed brain in a 5-foot radius or extinguishes the light.

</span>

\columnbreak

___
> ## Swarm of Cranium Rats<sup>MotM</sup>
> *Medium swarm of Tiny aberrations, Typically Lawful Evil*
> ___
> - **Armor Class** 12
> - **Hit Points** 76 (17d8)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|9 (-1)| 14 (+2)| 10 (+0)| 15 (+2)| 11 (+0)| 14 (+2)|
> _____
> - **Damage Resistances** bludgeoning, piercing, slashing
> - **Condition Immunities** charmed, frightened, grappled, paralyzed, petrified, prone, restrained, stunned
> - **Senses** darkvision 30 ft., passive Perception 10
> - **Languages** telepathy 30 ft.
> - <div style="float: left"><b>Challenge</b> 5 (1,800 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +3</div><div style="clear: both;"></div> 
> ___
>
>***Swarm.*** The swarm can occupy another creature’s space and vice versa, and the swarm can move through any opening large enough for a Tiny rat. The swarm can’t regain hit points or gain temporary hit points.
>
>***Telepathic Shroud.*** The swarm is immune to any effect that would sense its emotions or read its thoughts, as well as to all divination spells.
>
> ### Actions
>
>***Bites.*** *Melee Weapon Attack:* +5 to hit, reach 0 ft., one target in the swarm’s space. *Hit:* 14 (4d6) piercing damage, or 7 (2d6) piercing damage if the swarm has half of its hit points or fewer, plus 22 (5d8) psychic damage.
>
>***Spellcasting (Psionics).*** As long as it has more than half of its hit points remaining, the swarm casts one of the following spells, requiring no spell components and using Intelligence as the spellcasting ability (spell save DC 13):
> - At will: <font color=purple>*command*</font>, <font color=purple>*comprehend languages*</font>, <font color=purple>*detect thoughts*</font>
> - 1/day each: <font color=purple>*confusion*</font>, <font color=purple>*dominate monster*</font>
>
> ### Bonus Actions
>
>***Illumination.*** The swarm sheds dim light from its brains in a 5-foot radius, increases the illumination to bright light in a 5- to 20-foot radius (and dim light for an additional number of feet equal to the chosen radius), or extinguishes the light.

</span>

<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Encephalons

When an illithid colony lays its eggs dangerously close to a Far Realm rift, an egg sac has a chance to nutate into what is known as an encephalon cluster -- a ravenous, slimy, psionic, brain-shaped mass that spawns horrors called encephalon gemmules.

#### Encephalon Cluster

An encephalon cluster pays no heed to an elder brain or its mind flayer progenitors. This grotesue creature shambles through dark and forgotten caverns, spewing warped progeny so it can multiply. As such, many mind flayers view encephalon clusters as insidious viruses. If left unchecked, a single encephalon cluster can quickly become a gorging menace that can overrrun an entire mind flayer colony.

\columnbreak

___
> ## Encephalon Cluster<sup>TSO</sup>
> *Large Aberration, Unaligned*
> ___
> - **Armor Class** 13 (natural armor)
> - **Hit Points** 110 (17d10 + 17)
> - **Speed** 20 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|23 (+6)| 10 (+0)| 13 (+1)| 5 (-3)| 17 (+3)| 7 (-2)|
> _____
> - **Damage Resistances** psychic
> - **Condition Immunities** blinded
> - **Senses** blindsight 60 ft. (can't see beyond this radius), passive Perception 13
> - **Languages** —
> - <div style="float: left"><b>Challenge</b> 10 (5,900 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +4</div><div style="clear: both;"></div> 
> ___
> ***Legendary Resistance (3/Day).*** If the cluster fails a saving throw, it can choose to succeed instead.
>
>***Magic Resistance.*** The cluster has advantage on saving throws against spells and other magical effects.
>
> ### Actions
>
>***Multiattack.*** The cluster makes two Slam attacks. It can replace one of these attacks with Spawn Progeny if available.
>
>***Slam.*** *Melee Weapon Attack:* +10 to hit, reach 5 ft., one target. *Hit:* 17 (2d10 + 6) bludgeoning damage plus 10 (3d6) psychic damage, and if the target is a creature, the target must succeed on a DC 18 Strength saving throw or have the prone condition. If this attack reduces the target to 0 hit points, the target immediately dies and is consumed by the cluster.
Spawn Progeny (Recharges after a Short or Long Rest).
>
>The cluster bulges and spews 1d4 mature eggs. Each egg lands in an unoccupied space of the cluster's choice within 30 feet of itself and immediately transforms into an <font color=darkred>**encephalon gemmule**</font>. The gemmules obey the cluster's commands and take their turns immediately after it.
>
> ### Reactions
>
>***Aggressive Hunger.*** Immediately after being hit by an attack, the cluster moves up to its speed toward the attacker. This movement doesn't provoke opportunity attacks. If the cluster ends this movement within 5 feet of the attacker, it then makes one Slam attack against that attacker.

<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

#### Encephalon Gemmule

Due to the influence of the Far Realm, the eggs within an encephalon cluster no longer hatch into illithid tadpoles. Instead, when one of an encephalon cluster's eggs reaches maturity, it is ejected from the mass as an encephalon gemmule.

\columnbreak

When spawned, a gemmule appears as a misshapen, spindly legged, pyramid-shaped nugget of soft, fleshy matter. If left to its own devices, an encephalon gemmule grows into an enncephalon cluster in a matter of days, at which point it begins producing its own gemmules.

___
___
> ## Encephalon Gemmule<sup>TSO</sup>
> *Tiny Aberration, Unaligned*
> ___
> - **Armor Class** 14
> - **Hit Points** 54 (12d4 + 24)
> - **Speed** 40 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|1 (-5)| 18 (+4)| 14 (+2)| 5 (-3)| 12 (+1)| 7 (-2)|
> _____
> - **Damage Resistances** psychic
> - **Condition Immunities** blinded
> - **Senses** blindsight 30 ft. (can't see beyond this radius), passive Perception 11
> - **Languages** —
> - <div style="float: left"><b>Challenge</b> 3 (700 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ___
>***Encephalon Progeny.*** The gemmule matures into an encephalon cluster if not killed within 30 (4d12 + 4) days of its creation.
>
> \columnbreak
>
>***Magic Resistance.*** The gemmule has advantage on saving throws against spells and other magical effects.
>
> ### Actions
>
>***Psychic Slam.*** *Melee Weapon Attack:* +6 to hit, reach 5 ft., one target. *Hit:* 16 (3d10) psychic damage.
>
> ### Bonus Actions
>
>***Leech.*** The gemmule targets one creature within 5 feet of itself and forces the target to make a DC 14 Dexterity saving throw. On a failed save, the gemmule enters the target's space and attaches to the target. While the gemmule is attached, the target takes 7 (3d4) piercing damage at the start of each of its turns, and the gemmule can't use Leech again until it detaches. It can detach itself by spending 5 feet of its movement. As an action, the target or a creature within 5 feet of the target can detach the gemmule by succeeding on a DC 15 Strength check.

<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Grell Psychic

Lurking close to a mind flayer <font color=darkred>**elder brain**</font> is known to infuse grells with minor psychic abilities.

___
> ## Grell Psychic<sup>TSO</sup>
> *Medium Aberration, Chaotic Evil*
> ___
> - **Armor Class** 12 (15 with <font color=purple>*mage armor*</font>)
> - **Hit Points** 66 (12d8 + 12)
> - **Speed** 10 ft., fly 30 ft. (hover)
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|17 (+3)| 14 (+2)| 13 (+1)| 12 (+1)| 11 (+0)| 14 (+2)|
> _____
> - **Skills** Perception +4, Stealth +6
> - **Damage Immunities** lightning
> - **Condition Immunities** blinded, prone
> - **Senses** blindsight 60 ft. (blind beyond this radius), passive Perception 14
> - **Languages** Deep Speech, Grell
> - <div style="float: left"><b>Challenge</b> 4 (1,100 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ___
> ### Actions
>
> ***Multiattack.*** The grell psychic makes one Tentacle attack and one Beak attack.
>
>***Beak.*** *Melee Weapon Attack:* +5 to hit, reach 5 ft., one target. *Hit:* 10 (3d4 + 3) piercing damage.
>
>***Tentacle.*** *Melee Weapon Attack:* +5 to hit, reach 10 ft., one target. *Hit:* 8 (1d10 + 3) piercing damage, and the target must succeed on a DC 11 Constitution saving throw or have the poisoned condition for 1 minute. While the target is poisoned, it also has the paralyzed condition. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. The target also has the grappled condition (escape DC 16). While grappling the target, the grell can't make Tentacle attacks against other targets. When the grell moves, any Medium or smaller target it is grappling moves with it.
>
>***Spellcasting (Psionics).*** The grell psychic casts one of the following spells, requiring no spell components and using Charisma as the spellcasting ability (spell save DC 12):
> - At will: <font color=purple>*detect thoughts*</font>, <font color=purple>*mage armor*</font>, <font color=purple>*mage hand*</font> (the hand is invisible)
> - 1/day each: <font color=purple>*confusion*</font>, <font color=purple>*fear*</font>

</span>

\columnbreak

### Mind Flayer Nothic

Originally <font color=darkred>**mind flayers**</font>, these creatures have been transformed by some unknown source suspected to be from the Far Realm.

> ##### Mind Flayer Nothic<sup>TSO</sup>
>
> Each nothic has a fringe of tentacles beneath its single eye, telepathy to 120 feet, and the following action instead of Rotting Gaze.
>
>***Mind Blast (Recharge 5-6).*** The nothic magically emits psychic energy in a 30-foot cone. Each creature in that area must succeed on a DC 12 Intelligence saving throw or take 10 (2d8 + 1) psychic damage and have the stunned condition until the end of its next turn.

<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Intellect Devourers

Almost every mind flayer colony creates intellect devourers and seeds the areas around its lair with a few to keep watch, slay intruders, and lure fresh victims to their doom.

An intellect devourer resembles a walking brain protected by a crusty covering and set on bestial clawed legs. This foul aberration feeds on the intelligence of sentient creatures, taking over a victim’s body on behalf of its mind flayer masters.

\columnbreak

***Illithid Creations.*** Mind flayers breed intellect devourers to serve as roaming hunters of the Underdark, creating an intellect devourer by taking the brain of a thrall and subjecting it to a horrible ritual. As it sprouts legs, the brain becomes an intelligent predator as twisted and evil as its masters.

***Deadly Puppet Masters.*** An intellect devourer consumes a creature’s mind and memories, then turns the host body into a puppet under its control. An intellect devourer typically uses its puppet host to lure others into the domain of the mind flayers to be enthralled or consumed.

*Don’t cry. We have no intention of eating your brain. In fact, your brain is going on a wonderful journey!*

— Qorik el-Slurrk, mind flayer

</div>

___
___
> ## Intellect Devourer<sup>MM14</sup>
> *Tiny Aberration, Lawful evil*
> ___
> - **Armor Class** 12
> - **Hit Points** 21 (6d4 + 6)
> - **Speed** 40 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|6 (-2)| 14 (+2)| 13 (+1)| 12 (+1)| 11 (+0)| 10 (+0)|
> _____
> - **Skills** Perception +2, Stealth +4
> - **Damage Resistances** bludgeoning, piercing, and slashing from nonmagical attacks
> - **Condition Immunities** blinded
> - **Senses** blindsight 60 ft. (blind beyond this radius), passive Perception 12
> - **Languages** understands Deep Speech but can’t speak, telepathy 60 ft.
> - <div style="float: left"><b>Challenge</b> 2 (450 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ___
>***Detect Sentience.*** The intellect devourer can sense the presence and location of any creature within 300 feet of it that has an Intelligence of 3 or higher, regardless of interposing barriers, unless the creature is protected by a <font color=purple>*mind blank*</font> spell.
>
> \columnbreak
>
> ### Actions
>
>***Multiattack.*** The intellect devourer makes one attack with its claws and uses Devour Intellect.
>
>***Claws.*** *Melee Weapon Attack:* +4 to hit, reach 5 ft., one target. *Hit:* 7 (2d4 + 2) slashing damage.
>
>***Devour Intellect.*** The intellect devourer targets one creature it can see within 10 feet of it that has a brain. The target must succeed on a DC 12 Intelligence saving throw against this magic or take 11 (2d10) psychic damage. Also on a failure, roll 3d6: If the total equals or exceeds the target’s Intelligence score, that score is reduced to 0. The target is stunned until it regains at least one point of Intelligence.
>
>***Body Thief.*** The intellect devourer initiates an Intelligence contest with an incapacitated humanoid within 5 feet of it that isn’t protected by <font color=purple>*protection from evil and good*</font>. If it wins the contest, the intellect devourer magically consumes the target’s brain, teleports into the target’s skull, and takes control of the target’s body. While inside a creature, the intellect devourer has total cover against attacks and other effects originating outside its host that isn’t protected by <font color=purple>*protection from evil and good*</font>. The intellect devourer retains its Intelligence, Wisdom, and Charisma scores, as well as its understanding of Deep Speech, its telepathy, and its traits. It otherwise adopts the target’s statistics. It knows everything the creature knew, including spells and languages.
>
>If the host body dies, the intellect devourer must leave it. A <font color=purple>*protection from evil and good*</font> spell cast on the body drives the intellect devourer out. The intellect devourer is also forced out if the target regains its devoured brain by means of a <font color=purple>*wish*</font>. By spending 5 feet of its movement, the intellect devourer can voluntarily leave the body, teleporting to the nearest unoccupied space within 5 feet of it. The body then dies, unless its brain is restored within 1 round.

</span>

<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Intellect Snare

When the strange horrors of the Farm Realm rip at the minds of individuals, some of those wayward shreds of thought conglomerate to form an intellect snare. An intellect snare appears as a writhing ball of tentacles, echoing with the cacophonous sounds of every thought the snare has consumed.

Intellect snares are scavengers, often found scouring the aftermath of a mind flayer attack to feast on whatever hapless creatures are left behind. An intellect snare feeds by wrapping a creature in one of its tentacles and then siphoning shreds of thought, leaving behind a tattered mind in its wake.

\columnbreak

___
> ## Intellect Snare<sup>TSO</sup>
> *Small Aberration, typically Neutral Evil*
> ___
> - **Armor Class** 14
> - **Hit Points** 99 (18d6 + 36)
> - **Speed** 0 ft., fly 45 ft. (hover)
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|13 (+1)| 18 (+4)| 15 (+2)| 23 (+6)| 17 (+3)| 11 (+0)|
> _____
> - **Saving Throws** Int +9, Wis +6, Cha +3
> - **Damage Immunities** psychic
> - **Condition Immunities** blinded, charmed, frightened, prone
> - **Senses** blindsight 120 ft. (can't see beyond this radius), passive Perception 13
> - **Languages** Deep Speech, telepathy 120 ft.
> - <div style="float: left"><b>Challenge</b> 8 (3,900 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +3</div><div style="clear: both;"></div> 
> ___
>***Cacophony of Minds.*** Any creature that starts its turn within 30 feet of the intellect snare must succeed on a DC 17 Wisdom saving throw or have the incapacitated condition for 1 minute. An incapacitated creature can repeat the saving throw at the start of each of its turns, ending the effect on itself on a success. A creature that succeeds on the saving throw is immune to this intellect snare's Cacophony of Minds for 24 hours.
>
>***Magic Resistance.*** The intellect snare has advantage on saving throws against spells and other magical effects.
>
> ### Actions
>
>***Multiattack.*** The intellect snare makes two Tentacle attacks.
>
>***Tentacle.*** *Melee Weapon Attack:* +9 to hit, reach 15 ft., one target. *Hit:* 10 (1d8 + 6) force damage, and if the target is a Medium or smaller creature, the target has the grappled condition (escape DC 17).
>
> ### Bonus Actions
>
>***Siphon Thoughts.*** The intellect snare targets one creature it is grappling. The target must make a DC 17 Intelligence saving throw, taking 21 (6d6) psychic damage on a failed save, or half as much damage on a successful one. The intellect snare then regains a number of hit points equal to the amount of damage taken.

</span>

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEhqAWucIIS9hS7Hu8qrMUKen6G3s28R74xFIyNtj9iSYfXbjGMdE6EbJwSJXJoGxe_sLDfLOU0kqIlpF5VN7YagPA5TsBB1uZPrF2Sq7WaszjMFJkvxHmx3zBbmrnsKdUXY94HPZF_JmOL30cpFLTPoUvnToMfbDBMfteUrc6E58OD4SYon48YxozJiTcuZ/s280/Intellect%20Snare.png' 
  style='position:absolute;z-index:1000; bottom:200px; left:40px; width:350px' />
  
<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Mindwitnesses

A mindwitness represents an exception to the typical mind flayer pattern of reproduction. If a colony succeeds in capturing and subduing a beholder, it can use a tadpole to convert the creature into a bizarre hybrid known as a mindwitness. A mindwitness is a sort of psychic hub, able to collect and amplify the illithids’ psionic power.

If the beholder can be stunned and brought safely to the brine pool of the <font color=darkred>**elder brain**</font>, it can be converted through ceremorphosis into a mindwitness. The process of ceremorphosis transforms four of the beholder’s eyestalks into tentacles similar to those of a mind flayer, and alters some of the beholder’s eye rays.

\columnbreak

Less intelligent than beholders and less liable to endanger the colony, mindwitnesses are psionically imprinted with devotion to the elder brain and submission to illithid commands, making them almost as obedient as intellect devourers.

***Telepathic Hub.*** The primary function of a mindwitness is to improve telepathic communication in a mind flayer colony. A creature in telepathic communication with a mindwitness can converse telepathically through it to as many as seven other creatures the mindwitness can see, allowing the rapid spread of commands and other information.

***Solitary Seekers.*** If separated from its illithid masters, a mindwitness seeks out other telepathic creatures to tell it what to do. Mindwitnesses have been known to ally with <font color=darkred>*flumphs*</font> and telepathic planar beings such as demons, shifting their worldview and changing their alignment to match that of their new masters.

___
___
> ## Mindwitness<sup>MotM</sup>
> *Large Aberration, Typically Lawful Evil*
> ___
> - **Armor Class** 15 (natural armor)
> - **Hit Points** 75 (10d10 + 20)
> - **Speed** 0 ft., fly 20 ft. (hover)
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|10 (+0)| 14 (+2)| 15 (+2)| 15 (+2)| 15 (+2)| 10 (+0)|
> _____
> - **Saving Throws** Int +5, Wis +5
> - **Skills** Perception +8
> - **Condition Immunities** prone
> - **Senses** darkvision 120 ft., passive Perception 18
> - **Languages** Deep Speech, telepathy 600 ft., Undercommon
> - <div style="float: left"><b>Challenge</b> 5 (1,800 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +3</div><div style="clear: both;"></div> 
> ___
>***Telepathic Hub.*** When the mindwitness receives a telepathic message, it can telepathically share that message with up to seven other creatures within 600 feet of it that it can see.
>
> ### Actions
>
>***Multiattack.*** The mindwitness makes two attacks: one with its tentacles and one with its bite.
>
>***Bite.*** *Melee Weapon Attack:* +5 to hit, reach 5 ft., one creature. *Hit:* 16 (4d6 + 2) piercing damage.
>
>***Tentacles.*** *Melee Weapon Attack:* +5 to hit, reach 5 ft., one creature. *Hit:* 20 (4d8 + 2) psychic damage. If the target is Large or smaller, it is grappled (escape DC 13) and must succeed on a DC 13 Intelligence saving throw or be stunned until this grapple ends.
>
>***Eye Rays.*** The mindwitness shoots one magical eye ray at random (roll a d6, and re roll if the ray has already been used this turn), choosing one target it can see within 120 feet of it:
>
> \columnbreak
>
> - **1: Aversion Ray.** The targeted creature must make a DC 13 Charisma saving throw. On a failed save, the target has disadvantage on attack rolls for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
> - **2: Fear Ray.** The targeted creature must succeed on a DC 13 Wisdom saving throw or be frightened for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
> - **3: Psychic Ray.** The target must succeed on a DC 13 Intelligence saving throw or take 27 (6d8) psychic damage.
> - **4: Slowing Ray.** The targeted creature must make a DC 13 Dexterity saving throw. On a failed save, the target’s speed is halved for 1 minute. In addition, the creature can’t take reactions, and it can take either an action or a bonus action on its turn but not both. The creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
> - **5: Stunning Ray.** The targeted creature must succeed on a DC 13 Constitution saving throw or be stunned for 1 minute. The target can repeat the saving throw at the start of each of its turns, ending the effect on itself on a success.
> - **6: Telekinetic Ray.** If the target is a creature, it must make a DC 13 Strength saving throw. On a failed save, the mindwitness moves it up to 30 feet in any direction, and it is restrained by the ray’s telekinetic grip until the start of the mindwitness’s next turn or until the mindwitness is incapacitated.
> -        If the target is an object weighing 300 pounds or less that isn’t being worn or carried, it is telekinetically moved up to 30 feet in any direction. The mindwitness can also exert fine control on objects with this ray, such as manipulating a simple tool or opening a door or a container.

</span>

<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Neothelids

These horrors, hated by mind flayers, sometimes come into being when those ignorant of mind flayer lore destroy a colony. A neothelid arises when a tadpole pool is left untended. The tadpoles turn against each other, and the survivor grows to immense size. Comparable to purple worms, these behemoths devour everything in their path.

A slime-covered worm of immense size, a neothelid is the result of the mind flayer reproductive cycle gone horribly wrong. On rare occasions, an illithid colony collapses, typically after an external assault, and the elder brain is killed. When that happens, the colony’s tadpoles are suddenly freed from their fate. They no longer serve as food, and in turn are no longer fed by their caretakers. Driven by hunger, they turn to devouring one another. Only one tadpole survives out of the thousands in the colony’s pool, and it emerges as a neothelid.

***Abhorrent to Illithids.*** Among the strongest taboos in illithid society is the idea of allowing a mature tadpole to survive without implanting it into a donor brain. Under normal circumstances, any tadpole that grows larger than a few inches in length is killed by the elder brain to be food for it or for less mature tadpoles. Any tadpole that survives beyond that state is perceived as a threat to the colony, and the mind flayers organize hunting parties to exterminate the abomination. Lacking enough intelligence to be detected by an elder brain’s power to sense thoughts, neothelids warrant such precautions.

***Savage Behemoth.*** As a feral thing, a neothelid knows nothing beyond the predatory existence it has lived so far and struggles to comprehend its new psionic abilities. Neothelids prowl subterranean passages in search of more brains to sate their constant hunger, growing ever more vicious. These creatures can spray tissue-dissolving enzymes from their tentacle ducts, reducing victims to a puddle of slime and leaving only the pulsing brain unharmed. They have no knowledge of their link to illithids, so they’re just as likely to prey on mind flayers as on anything else.

\columnbreak

___
> ## Neothelid<sup>MotM</sup>
> *Gargantuan Aberration, Typically Chaotic Evil*
> ___
> - **Armor Class** 16 (natural armor)
> - **Hit Points** 232 (15d20 + 75)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|27 (+8)| 7 (-2)| 21 (+5)| 3 (-4)| 16 (+3)| 12 (+1)|
> _____
> - **Saving Throws** Int +1, Wis +8, Cha +6
> - **Senses** blindsight 120 ft. (blind beyond this radius), passive Perception 13
> - **Languages** -
> - <div style="float: left"><b>Challenge</b> 13 (10,000 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +5</div><div style="clear: both;"></div> 
> ___
>***Creature Sense.*** The neothelid is aware of the presence of creatures within 1 mile of it that have an Intelligence score of 4 or higher. It knows the distance and direction to each creature, as well as each creature’s Intelligence score, but can’t sense anything else about it. A creature protected by a <font color=purple>*mind blank*</font> spell, a <font color=purple>*nondetection*</font> spell, or similar magic can’t be perceived in this manner.
>
>***Magic Resistance.*** The neothelid has advantage on saving throws against spells and other magical effects.
>
> ### Actions
>
>***Tentacles.*** *Melee Weapon Attack:* +13 to hit, reach 15 ft., one target. *Hit:* 21 (3d8 + 8) bludgeoning damage plus 11 (2d10) psychic damage. If the target is a Large or smaller creature, it must succeed on a DC 18 Strength saving throw or be swallowed by the neothelid. A swallowed creature is blinded and restrained, it has total cover against attacks and other effects outside the neothelid, and it takes 21 (6d6) acid damage at the start of each of the neothelid’s turns.
>
>If the neothelid takes 30 damage or more on a single turn from a creature inside it, the neothelid must succeed on a DC 18 Constitution saving throw at the end of that turn or regurgitate all swallowed creatures, which fall prone in a space within 10 feet of the neothelid. If the neothelid dies, a swallowed creature is no longer restrained by it and can escape from the corpse by using 20 feet of movement, exiting prone.
>
>***Acid Breath (Recharge 5–6).*** The neothelid exhales acid in a 60-foot cone. Each creature in that area must make a DC 18 Dexterity saving throw, taking 35 (10d6) acid damage on a failed save, or half as much damage on a successful one.
>
>***Spellcasting (Psionics).*** The neothelid casts one of the following spells, requiring no spell components and using Wisdom as the spellcasting ability (spell save DC 16):
> - At will: <font color=purple>*levitate*</font>
> - 1/day each: <font color=purple>*confusion*</font>, <font color=purple>*feeblemind*</font>, <font color=purple>*telekinesis*</font>

</span>

<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Psionic Goblins

The specifics of how a psionic goblin comes to exist vary. Some are born, changed by energy leaking from the Far Realm. Others transform themselves with their psionic power or enter into agreements with other Aberrations, which help them transform in return for their service as shock troops. Regardless, the result is the same: a goblin with unnatural and barely contained psychic power.

Psionic goblins often struggle to handle the turbulent psychic energy within their minds and bodies. Those psionic goblins who learn how to safely tap into this psychic power are formidable forces in combat. Psionic goblins often augment their martial skills with telekinesis, and stealthy squads of psionic goblin warriors can communicate via telepathy, making them excellent infiltrators and ambushers.

In the case of psionic goblins along the Sword Coast, an outpost of goblins was conquered by mind flayers and the goblins there were exposed to the illithids’ strange powers over a long period of time, leading a subset of the goblins to develop unusual psionic powers.

\columnbreak

#### Goblin Psi Brawler

Goblin psi brawlers use their psionic talents to heighten their physical might. Their strikes crackle with psychic energy, and while angered, goblin psi brawlers can unleash a telekinetic thrust strong enough to knock enemies to the ground.

___
> ## Golbin Psi Brawler<sup>TSO</sup>
> *Small Aberration (Goblinoid), Any Alignment*
> ___
> - **Armor Class** 15 (studded leather armor)
> - **Hit Points** 31 (7d6 + 7)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|9 (-1)| 17 (+3)| 12 (+1)| 16 (+3)| 15 (+2)| 10 (+0)|
> _____
> - **Saving Throws** Int +5, Wis +4
> - **Skills** Stealth +7
> - **Damage Resistances** psychic
> - **Senses** darkvision 60 ft., passive Perception 12
> - **Languages** Common, Goblin, telepathy 30 ft.
> - <div style="float: left"><b>Challenge</b> 2 (450 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ___
> ***Mental Burst***. When the goblin dies, its pent-up mental energy explodes in a psychic blast. Each creature within 5 feet of it must succeed on a DC 13 Intelligence saving throw or take 5 (2d4) psychic damage.
>
>***Mental Fortitude***. The goblin has advantage on saving throws against effects that would make it have the charmed or frightened condition.
>
> ### Actions
>
>***Multiattack***. The goblin makes two Unarmed Strike attacks.
>
>***Unarmed Strike***. *Melee Weapon Attack*: +5 to hit, reach 5 ft., one target. *Hit*: 5 (1d4 + 3) bludgeoning damage plus 3 (1d6) psychic damage.
>
> ### Bonus Actions
>
>***Nimble Escape***. The goblin takes the Disengage or Hide action.
>
>***Telekinetic Shove***. The goblin targets one creature it can see within 30 feet of itself with a thrust of telekinetic force. The target must succeed on a DC 13 Strength saving throw or have the prone condition.

</span>

<img 
  src='https://www.dungeonsports.com/wp-content/uploads/2023/11/image-16.png' 
  style='position:absolute;z-index:1000; bottom:100px; left:20px; width:390px' />
  
<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

#### Goblin Psi Commander

Goblin psi commanders are among the few psionic goblins who manage to fully control the power within themselves. Awakened to the total breadth of their psionic abilities, goblin psi commanders wield blades of pure psychic energy. They can throw barriers of mental force while toppling foes with a single, mind-splitting burst.

\columnbreak

___
___
> ## Golbin Psi Commander<sup>TSO</sup>
> *Small Aberration (Goblinoid), Any Alignment*
> ___
> - **Armor Class** 16 (studded leather armor)
> - **Hit Points** 58 (13d6 + 13)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|12 (+1)| 19 (+4)| 13 (+1)| 17 (+3)| 15 (+2)| 10 (+0)|
> _____
> - **Saving Throws** Int +5, Wis +4
> - **Skills** Stealth +8
> - **Damage Resistances** psychic
> - **Senses** darkvision 60 ft., passive Perception 12
> - **Languages** Common, Goblin, telepathy 60 ft.
> - <div style="float: left"><b>Challenge</b> 4 (1,100 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ___
>***Mental Burst***. When the goblin dies, its pent-up mental energy explodes in a psychic blast. Each creature within 5 feet of it must succeed on a DC 13 Intelligence saving throw or take 10 (4d4) psychic damage.
> 
> ***Mental Fortitude***. The goblin has advantage on saving throws against effects that would make it have the charmed or frightened conditions.
> 
> ### Actions
> 
> ***Multiattack***. The goblin makes three Psychic Blade attacks.
> 
> \columnbreak
>
> ***Psychic Blade***. *Melee or Ranged Weapon Attack*: +6 to hit, reach 5 ft. or range 60 ft., one creature. *Hit*: 11 (2d6 + 4) psychic damage, and the target must subtract 1d4 from the next attack roll or saving throw it makes before the end of the goblin’s next turn.
> 
> ***Spellcasting*** *(Psionics)*. The goblin casts one of the following spells, requiring no spell components and using Intelligence as the spellcasting ability (spell save DC 13):
> 
> - At will: <font color=purple>*mage hand*</font> (the hand is invisible), <font color=purple>*minor illusion*</font>
> - 1/day each: <font color=purple>*charm person*</font>, <font color=purple>*dissonant whispers*</font>, <font color=purple>*telekinesis*</font>
>
> <cr>
>
> ***Synaptic Rend*** *(Recharge 5–6)*. The goblin unleashes a 30-foot-radius sphere of psychic energy, centered on a point the goblin can see within 60 feet of itself. Each creature in that area must make a DC 13 Intelligence saving throw. On a failed save, a creature takes 14 (4d6) psychic damage and has the incapacitated condition until the end of the goblin’s next turn. On a successful save, a creature takes half as much damage only.
> 
> ### Reactions
> 
> ***Nimble Escape***. The goblin takes the Disengage or Hide action.
> 
> ***Psionic Shield***. When the goblin or one of its allies within 15 feet of it is hit by an attack roll, the goblin conjures a shield of force. The target of the attack gains a +3 bonus to its AC against the triggering attack roll, potentially causing it to miss.

</span>

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEjf3xgTQ2dk6F0bjB4sUWhvMsbQqJWRWckt26seX7JQRaurQVEqtA1EGDVof9Ne75BpkaAcxpQBNq2lmHDAtjN1g6r_STE-hmc1F1s0e4zLOgijUO1lptL3pFcZyNld9zcL7gKU_EkFQBkmAsBJHhqhJQ1li_0pp69jA_KJttEcpJgZguLe1Cq0nuZyiBCe/s850/054-04-006.psionic-goblins.webp' 
  style='position:absolute;z-index:1000; bottom:40px; left:200px; width:390px' />
  
<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Psurlons

Psurlons are malevolent, wormlike creatures that
live on the Astral Plane. A fully grown specimen is
7 feet long. They have legs that end in hooves and
arms that end in hands with three long fingers. A
psurlon's eyeless head resembles that of an earthworm,
capped by a maw ringed with teeth. Psurlons
adorn themselves in richly colored robes and rarely
wear armor or carry weapons.

Psurlons live for thousands of years because they
spend most of their time in the Deep Astral. Every
hundred years or so, psurlons leave their astral
strongholds, invade Wildspace systems, and indulge
in a seven-year-long ceremony called the Feast of
Worlds, during which they consume as many sentient
life-forms as they can before returning to the
Astral Plane. Psurlons prefer the flesh of humans
and halflings but don't mind feasting on other folk.
They use their spellcasting abilities to infiltrate the
settlements of their intended victims.

On the Material Plane, psurlons have been known
to work with <font color=darkred>**mind flayers**</font>. Together, they collect
victims to feed on; the illithids devour the victims'
brains while the psurlons consume the rest of the
prey. Githyanki despise psurlons because of this
alliance and attack psurlon strongholds in the Deep
Astral wherever they are found.

When a psurlon dies, other psurlons store the
corpse in a safe place. As the corpse decays, the
psurlons lay one or more eggs inside it. These eggs
hatch 24 hours later, each one producing a Tiny
worm. For the next seven days, the worms feed
on the corpse and on each other until only one
remains. This worm crawls out of the putrescent
remains of its dead host as an adult psurlon.

#### Psurlon Leader
One out o f every hundred psurlons i s a mutant with
two heads, one at each end of its body, and a superior
intellect. Other psurlons look to the two-headed
ones for leadership.

#### Psurlon Ringer
A psurlon can use magic to assume the form of a
specific Medium Humanoid. First, the psurlon must
consume the creature it wants to imitate. It then enters
a psionic trance for 8 hours, at the end of which
it takes on the appearance of the creature it ate. The
psurlon gains that creature's memories and languages,
but none of its class features or other abilities.
The transformation is permanent and can be
undone only by a <font color=purple>*wish*</font> spell. Despite appearances,
the psurlon ringer is still an Aberration, and other
psurlons recognize it for what it is.

\columnbreak

___
> ## Psurlon<sup>AiS</sup>
> *Medium Aberration, Typically Lawful Evil*
> ___
> - **Armor Class** 15 (<font color=purple>*mage armor*</font>)
> - **Hit Points** 45 (7d8 + 14)
> - **Speed** 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|14 (+2)| 14 (+2)| 14 (23)| 17 (+3)| 11 (+0)| 7 (-2)|
> _____
> - **Senses** blindsight 120 ft. (blind beyond this radius), passive Perception 10
> - **Languages** Deep Speech, telepathy 120 ft.
> - <div style="float: left"><b>Challenge</b> 2 (450 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ___
>***Aberrant Mind.*** Magic can't read the psurlon's thoughts or put the psurlon to sleep.
>
> ### Actions
>
> ***Multiattack.*** The psurlon makes one Bite attack and two Claw attacks.
>
> ***Bite.*** *Melee Weapon Attack:* +4 to hit, reach 5 ft., one creature. *Hit:* 6 (1d8 + 2) piercing damage.
>
> ***Claw.*** *Melee Weapon Attack:* +4 to hit, reach 5 ft., one target. *Hit:* 4 (1d4 + 2) slashing damage.
>
> ***Psychic Crush.*** The psurlon targets one creature it can see within 120 feet of itself. The target must make a DC 13 Wisdom
saving throw, taking 14 (2d10 + 3) psychic damage on a failed save, or half as much damage on a successful one.
>
> ***Spellcasting (Psionics).*** The psurlon casts one of the following spells, requiring no spell components and using Intelligence as the spellcasting ability (spell save DC 13):
>
> - 2/day each: <font color=purple>*disguise self*</font>, <font color=purple>*mage armor*</font> (self only)
> - 1/day: <font color=purple>*suggestion*</font>

</span>

<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Psychic Gray Ooze

A <font color=darkred>**gray ooze**</font> that lives a long time can evolve to become more intelligent and develop limited psionic ability. Such occurrences are more common in gray oozes that live near psionic creatures such as mind flayers, suggesting that the ooze can sense and mimic psionic ability.

\columnbreak

___
___
> ## Psychic Gray Ooze<sup>MM14</sup>
> *Medium Ooze, Unaligned*
> ___
> - **Armor Class** 8
> - **Hit Points** 22 (3d8 + 9)
> - **Speed** 10 ft., climb 10 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|12 (+1)| 6 (-2)| 16 (+3)| 6 (-2)| 6 (-2)| 2 (-4)|
> _____
> - **Skills** Stealth +2
> - **Damage Resistances** acid, cold, fire
> - **Condition Immunities** blinded, charmed, deafened, exhaustion, frightened, prone
> - **Senses** blindsight 60 ft. (blind beyond this radius), passive Perception 8
> - **Languages** --
> - <div style="float: left"><b>Challenge</b> 1/2 (100 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +2</div><div style="clear: both;"></div> 
> ___
>***Amorphous.*** The ooze can move through a space as narrow as 1 inch wide without squeezing.
>
> \columnbreak
>
>***Corrode Metal.*** Any nonmagical weapon made of metal that hits the ooze corrodes. After dealing damage, the weapon takes a permanent and cumulative −1 penalty to damage rolls. If its penalty drops to −5, the weapon is destroyed. Nonmagical ammunition made of metal that hits the ooze is destroyed after dealing damage.
>
>The ooze can eat through 2-inch-thick, nonmagical metal in 1 round.
>
>***False Appearance.*** While the ooze remains motionless, it is indistinguishable from an oily pool or wet rock.
>
> ### Actions
>
>***Pseudopod.*** *Melee Weapon Attack:* +3 to hit, reach 5 ft., one target. *Hit:* 4 (1d6 + 1) bludgeoning damage plus 7 (2d6) acid damage, and if the target is wearing nonmagical metal armor, its armor is partly corroded and takes a permanent and cumulative −1 penalty to the AC it offers. The armor is destroyed if the penalty reduces its AC to 10.
>
>***Psychic Crush (Recharge 5–6).*** The ooze targets one creature that it can sense within 60 feet of it. The target must make a DC 10 Intelligence saving throw, taking 10 (3d6) psychic damage on a failed save, or half as much damage on a successful one.

</span>

<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

### Vampiric Mind Flayer

When the mind flayers of Bluetspur (discussed in later sections)
could find no cure for their overlord's affliction, their
degenerating elder brain turned to radical methods
to stave off dementia and death. The results were
vampiric mind flayers, feral atrocities spawned
from mind flayer tadpoles infected with vampirism.
These specialized but flawed terrors serve a single
purpose: to drain the cerebral fluids from sapient
minds. After doing so, they return to the Elder Brain
of Bluetspur, which liquefies them into its pool and
releases their stolen essences amid a hormone
brine. This grotesque balm stalls the elder brain's
degeneration but is far from a cure.

Vampiric mind flayers are physically and mentally
unstable beings. Ghoulish creatures, they let nothing
stand between them and their existential imperatives.
Although they possess the telepathic abilities
of mind flayers, their brains aren't equipped to employ
them. Instead, they bombard nearby creatures
with a mental static of visceral visions. While these
ravenous creatures are horrifying to behold, they
unsettle none more than other mind flayers, which
consider them abominations.

\columnbreak

___
___
> ## Vampiric Mind Flayer<sup>VRGR</sup>
> *Medium Undead*
> ___
> - **Armor Class** 15 (natural armor)
> - **Hit Points** 85 (10d8 + 40)
> - **Speed** 30 ft., climb 30 ft.
>____
>|STR|DEX|CON|INT|WIS|CHA|
>|:---:|:---:|:---:|:---:|:---:|:---:|
>|18 (+4)| 18 (+4)| 18 (+4)| 5 (-3)| 15 (+2)| 18 (+4)|
> _____
> - **Saving Throws** Dex +7, Int +0, Wis +5, Cha +7
> - **Skills** Perception +5, Stealth +7
> - **Damage Resistances** necrotic, psychic
> - **Condition Immunities** charmed, exhaustion, frightened
> - **Senses** darkvision 120 ft., passive Perception 15
> - **Languages** telepathy 120 ft. but can only project emotions
> - <div style="float: left"><b>Challenge</b> 5 (1,800 XP)</div><div style="float: right"><b>Proficiency Bonus</b> +3</div><div style="clear: both;"></div> 
> ___
> ***Spider Climb.*** The mind flayer can climb difficult surfaces, including upside down on ceilings, without needing to make an ability check.
>
>***Sunlight Sensitivity.*** While in sunlight, the mind flayer has disadvantage on attack rolls, as well as on Wisdom (Perception) checks that rely on sight.
>
>***Unusual Nature.*** The mind flayer doesn't require air, food, or sleep.
>
> \columnbreak
>
> ### Actions
>
>***Multiattack.*** The mind flayer makes two Claw attacks or one Claw attack and one Tentacles attack.
>
>***Claw.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one target. *Hit:* 8 (1d8 + 4) slashing damage plus 10 (3d6) necrotic damage.
>
>***Tentacles.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one creature. *Hit:* 7 (1d6 + 4) piercing damage, and if the target is a creature, it is grappled (escape DC 15).
>
>***Drink Sapience.*** The mind flayer targets one creature it is grappling. The target must succeed on a DC 15 Wisdom saving throw or take 14 (4d6) psychic damage and gain 1 level of exhaustion. The mind flayer regains a number of hit points equal to the psychic damage dealt. A creature reduced to 0 hit points by the psychic damage dies.
>
> ### Bonus Actions
>
>***Disrupt Psyche (Recharge 5–6).*** The mind flayer magically emits psionic energy in a 30-foot-radius sphere centered on itself. Each creature in that area must succeed on a DC 15 Intelligence saving throw or be incapacitated for 1 minute. The incapacitated creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

</span>

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEiUOsfbGrYPrNGYReUVwIRBghZHEMJUsaQTmXGCswYPyaTwxHDkRyMLfxC4EKXnzAnobJYnonLbd3UEhlUQsKl3xVEAs-ptpyNwQYvu4ZC0Y_IQrRjfDxhaqOoKzrv2Wqu9YrelSgXUmLm2_qE6ITHVkqETU06mjyZ9uoDkOrgvNmd4wBLxFk63WrlQ2284/s1000/Vampiric_mind_flayer-5e.webp' 
  style='position:absolute;z-index:1000; top:20px; right:80px; width:290px' />
  
<div class='footnote'><font color=darkred>MIND FLAYER MONSTERS</font></div>

\pagebreakNum

## Enemies Everywhere

Elder brains seek stability and safety for their colonies, and a colony can remain in a relatively peaceful state for decades if it can evade discovery while it acquires food.

Two kinds of events can disrupt the tranquility of a colony: an invasion and the appearance of an <font color=darkred>**ulitharid**</font>.

### The Gith Never Rest

The story of the gith is rooted in a cruel twist of cosmic fate. Inspired by the great leader for whom the race is named, the gith rose up to overthrow the mind flayers that held them in servitude. But after they won their freedom, two factions among the gith disagreed on what kind of civilization they would forge. That disagreement quickly flared into open hostility, and the two groups distanced themselves from one another to pursue their separate agendas. They remain bitter enemies today, each side willing to fight to the death whenever they cross paths.

If the two races were ever to team up against the illithids, a combined force of gith could conceivably tip the balance in their favor. But as long as the githyanki and githzerai stay at each other’s throats, their goal of ultimate victory over their original common enemy will likely remain unachieved.

#### Githyanki

The githyanki were motivated by revenge and convinced that they deserved to take whatever they wanted from the worlds they traveled. Ranging out from the titanic city of Tu’narath on the Astral Plane, they send raiders out to plunder the Material Plane and other worlds, bringing treasures and slaves back to their ageless realm. At the same time, they hunt down and kill mind flayers whenever possible, as recompense for what the illithids did to them.

Since winning their freedom from the mind flayers, the githyanki have become corrupt raiders and destroyers under the rulership of their dread lich-queen, Vlaakith. They dwell on the Astral Plane in the city of Tu’narath, a metropolis built on and in the corpse of a deity.

Vlaakith commands the loyalty of the githyanki from her personal stronghold, Susurrus, also called the Palace of Whispers, which is located deep inside the floating city. She sits on her Throne of Bones, a mighty artifact fueled by the intellects of mind flayers and elder brains that were defeated by her minions. It is crafted from mind flayer skulls and extremities, and the cushion she sits on is made of leather produced from the cured remains of an elder brain. A grand statue of Gith, an obsidian monument over 100 feet tall, stands beside the palace.

#### Githzerai

The githzerai believed that the path to an enlightened civilization lay in seclusion, not conflict. Their dedication to the principles of order is so strong that they can manipulate the stuff of chaos and use it to their benefit; thus, they have carved out a stronghold for themselves on the plane of Limbo that is virtually impervious. Though the githzerai are pacifists by nature, they share the githyanki’s racial hatred for mind flayers, and from time to time they send out squads to destroy illithid outposts.

\columnbreak

Though they devote most of their military efforts to the constant campaign against the githyanki, the githzerai’s enmity for the illithids is even older. On one thing the githyanki and the githzerai can agree: the mind flayers must pay for what they did to the gith eons ago.

As their means of vengeance against the mind flayers, the githzerai send bands of warriors called rrakkmas — illithid hunting parties — to other planes to do battle with any mind flayers they come across. It is in these circumstances that the natives of the plane most often encounter githzerai away from their monastery. With their attention focused only on their mission, the githzerai pay little heed to those around as long as they don’t interfere with the hunt.

### Underdark Denizens
Underdark predators, adventurers, and other kinds of formidable creatures are just as much of a threat to a colony. Although the mind flayers and their elder brain are incredibly powerful, they aren’t invincible: highly accomplished heroes, drow raiding parties, rampant demons, and other hazards of the Underdark can decimate a colony even if they don’t succeed in destroying the elder brain.

#### Duergar

Mind flayers have hated duergar ever since the gray dwarves revolted against them, but consider their brains a delicacy. Duergar serve as a constant reminder to the illithids that any creatures that serve them must be kept dimwitted and easily controlled. The clever duergar threw off the long-ago attempt by the mind flayers to rule them and have been enemies of the illithids ever since.

#### Flumph

The mysterious <font color=darkred>**flumphs**</font> drift through the Underdark, propelled through the air by the jets whose sound gives them their name. A flumph glows faintly, reflecting its moods in its color. Soft pink means it is amused, deep blue is sadness, green expresses curiosity, and crimson is anger.

*These Aberrations, which oppose the depredations of mind flayers and other wicked Aberrations, remind amethyst dragons that allies can be found in the strangest places.*

— Fizban

</div>

Flumphs feed by siphoning mental energy from psionic creatures, and they can be found lurking near communities of <font color=darkred>**mind flayers**</font>, <font color=darkred>**aboleths**</font>, githyanki, and githzerai. As passive parasites, they take only the mental energy they need, and most creatures feel no loss or discomfort from such feeding.

*Trust a flumph.*

— X the Mystic’s 1st rule of dungeon survival

</div>

<div class='footnote'><font color=darkred>MIND FLAYER ENEMIES</font></div>

\pagebreakNum

## Mind Flayer Lairs

In the lair of a mind flayer colony, the safety and security of its residents is all-important. As a result, illithid lairs are always well hidden and well defended, almost always underground, and within easy reach of humanoids and their succulent brains.

No two lairs are the same, as the resident elder brain drives the form and function of each one. The lair shown in the accompanying map is typical and includes many elements found in every colony’s stronghold.

The illithids, with their ability to levitate, design major portions of their lairs so as to make movement as difficult as possible for ordinary two-legged creatures. In such locations, thralls must climb or use ropes to move from place to place.

##### Brain Chamber

Mind flayers sometimes preserve extracted brains in a magical liquid. Still fully alive, they are kept in the brain chamber. The mind flayers use these brains to advance the study of how psionics affects their enemies. They also enjoy the babble of confused, horrified thoughts that emanates from these sources, and sometimes sit here in quiet, comfortable contemplation. Brains that prove boring or dull are eventually consumed, while the most interesting ones are added to the brain library.

##### Brain Library

Extracted brains that are exceptional in some way are kept in the colony’s brain library. Here, the mind flayers continue their examinations at a much greater depth.

##### Cleansing Chambers

Freshly captured victims are processed in the cleansing chambers. Their gear is removed and either destroyed or kept if it is of interest, their hair is shaved to prevent parasites, and any sickly ones are disposed of.

##### Common Room

The lair’s common room serves as a gathering spot for the colony’s thralls. As they complete tasks, they come here to rest, eat, and wait for new orders. Any mind flayer in need of assistance can visit this room to obtain the needed muscle power. In the event of an attack, the thralls gather here to arm themselves and ready for battle.

\columnbreak

##### Elder Brain Resting Pool

Usually centrally located, the lair’s resting pool is where the elder brain holds court in its brine pool, protected by a nearly impenetrable layer of a glass-like substance that blocks all attacks except for psionic abilities. The elder brain relaxes here, and often assembles the colony members to engage in debates on philosophy and the nature of the planes. This particular colony’s elder brain is something of a bully, and has been known to destroy illithids that outwit it in discussions.

##### Guardrooms

Chambers on the perimeter of the lair are continually staffed by heavily armed thralls, constructs, and other watchers. The inhabitants of these rooms attack strangers on sight and sound an alarm. Any entrance to a lair is always hidden by a secret door, an illusion, or some other barrier.

##### Illithid Quarters

Each member of the colony claims a single room or a small series of chambers at its own and uses the space to conduct its personal research. One illithid’s quarters might contain musical instruments and thralls with melodious voices; another might have cages of specimens that teem with a variety of diseases the mind flayers are studying.

##### Library (and Dissection Chamber)

The library in a mind flayer lair isn’t a collection of books, but an array of still-living organs kept in the same fluid that enables them to keep brains alive. The mind flayers study the organs to refine their experiments. Failed experiments from the transformation chamber eventually are brought here to be dissected so that their organs can be added to the library’s contents.

##### Prison

The results of failed experiments from the transformation chamber are dumped into cages and cells in the prison, to prevent them from getting underfoot elsewhere in the lair. They are eventually processed in the nearby library.

##### Tadpole Chambers

The elder brain dictates that populations of tadpoles be kept in smaller pools under guard, away from the brine pool. Should the brine pool be destroyed in an attack, these tadpoles stand a better chance of survival.

##### Transformation Chamber

The transformation chamber contains a number of small cells. The subjects of promising experiments are kept here, bombarded with psionic energy in an effort to warp their physical development. Most creatures that undergo this process are turned into twisted, crippled wretches, but a few emerge stronger and tougher than before.

<div class='footnote'><font color=darkred>MIND FLAYER LAIRS</font></div>

\pagebreakNum

<img 
  src='https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEiyGTlOGdZahzaD3bgj3bh841A3Sx-VoYf482H9EcTvrUIBt9Lq5DC4ZN3xOlhQlFU26PhU63dxuZrVePK0UYnkr2gNtw_CTngENNog9Xqq37BjdCZn-FlHGPudq2WMLkSWk9VkjQbi8CytVRfR5xqjWYeAdzk_xYX6zupCBFSuqEZURLyYRtPJWNkowOEC/s1000/volo01-21.png' 
  style='position:absolute;z-index:1000; top:50px; left:65px; width:680px' />
  
<div class='footnote'><font color=darkred>MIND FLAYER LAIRS</font></div>

\pagebreakNum

## Nautiloids

Mind flayers employ bizarre flying ships called nautiloids. Able to move through the Astral Plane, nautiloids can also transport mind flayers between the various worlds of the Material Plane.

A nautiloid looks like an enormous conch shell fitted with an exterior deck and a large mass of rubbery tentacles. Ages ago, when the mind flayers could fly through the worlds of the Material Plane without resistance, they used the nautiloid’s tentacles to scour the surface for interesting creatures to take back home for study or a feasting.

The most notable feature of a nautiloid is its ability to move directly from one world to another in the Material Plane. Normally, travelers must venture to Sigil, a city in the Outer Planes, and find a doorway leading to the specific world they seek. But mind flayers can use nautiloids to move between worlds without going through Sigil. By this means, they have been able to spread themselves out into almost every corner of the multiverse.

Nowadays, a nautiloid is an incredibly rare sight. A colony in possession of one takes great care to keep it hidden, taking to the sky only out of necessity. Word of a nautiloid seen soaring through the air travels quickly in almost every world and is likely to attract the attention of vengeful githyanki and githzerai. A gith hunting party counts a nautiloid as the greatest prize it can claim, above even an elder brain.

The illithids have lost the secret of manufacturing nautiloids, meaning that the loss of any vessel brings them one step closer to remaining trapped on the Material Plane.

*Ships that sail between the stars? Next ye will spin tales of a talking hippopotamus that walks on two legs and carries a bow. I asked ye to research facts about other worlds, not spend a week in an opium den.*

— Elminster
    
</div>

### Offensive and Defensive Uses

A colony that has access to a nautiloid uses it as a weapon only in rare circumstances, perhaps as part of the final phase of a plan to subvert, destroy, or control an enemy. Nautiloids move quietly and are almost impossible to detect in the darkness. A sudden strike, with the ship disgorging mind flayers and thralls to finish the assault after it lands, can reduce an enemy settlement to ruins in a single night.

Most colonies that possess a nautiloid save it for use as an emergency escape vehicle. If pressed by attackers, the surviving illithids and the elder brain move into the vessel and immediately shift to another world, leaving the attackers in their wake.

### Mobile Lairs

A few nautiloids are large enough to hold an entire colony, serving as a mobile lair. A colony that uses a nautiloid in this way is much more aggressive than other colonies, since it can effectively carry out hit-and-run attacks and can vacate an area that has been depleted of victims.

These immense vessels invariably have protections that enable them to survive in extreme environments. As such, the illithids typically locate their lair on a mountaintop,

\columnbreak

beneath the surface of the ocean, or at the upper levels of the atmosphere — places where raids by their enemies are almost impossible.

### Ship Summary<sup>AiS</sup>

As an action, a creature attuned to a nautiloid's <font color=darkblue>*spelljamming helm*</font> and in physical contact with the
ship can transport the nautiloid and all creatures and objects aboard it to a different plane of existence,
at or near a destination envisioned by the spelljammer (or to a random location on the plane if no destination is envisioned). This property is a feature of the ship, not the spelljamming helm. Each time this property is used, roll a d6. On a 5-6, the property recharges after 1 minute; otherwise, it can't be used again for 24 hours.

##### Nautiloid Ship Summary

<table>
<tr>
<td><b>Armor Class:</b> 15 (wood)</td>
<td><b>Cargo:</b> 17 tons </td>
</tr>
<td><b>Hit Points:</b> 400</td>
<td><b>Crew:</b> 20</td>
</tr>
<td><b>Damage Threshold:</b> 15</td>
<td><b>Keel/Beam:</b> 180 ft. / 30 ft.</td>
</tr>
<tr>
<td><b>Speed:</b> flying speed 40 ft. (4 ½ mph)</td>
<td><b>Cost:</b> 50,000 gp</td>
</tr>
</table>

#### 4 Ballista (crew: 3 each)
___
- **Armor Class:** 15
- **Hit Points:** 50 each
- **Cost:** 50 gp (ballista), 5 gp (bolt)
___
It takes 1 action to load a ballista, 1 action to aim it, and 1 action to fire it.

***Bolt.*** *Ranged Weapon Attack:* +6 to hit, range 120/480 ft., one target. *Hit:* 16 (3d10) piercing damage.

#### Mangonel (crew: 5)
___
- **Armor Class:** 15
- **Hit Points:** 100
- **Cost:** 100 gp (mangonel), -- gp (stone)
___
It takes 2 actions to load the mangonel, 2 actions to aim it, and 1 action to fire it.

***Mangonel Stone.*** *Ranged Weapon Attack:* +5 to hit, range 200/800 ft. (can't hit targets within 60 ft. of it), one target. *Hit:* 27 (5d10) bludgeoning damage.

#### Tentacles
___
- **Hit Points:** --
- **Cost:** -- gp (included in ship cost)
___
As an action, the ship’s spelljammer can make one of the following attacks with the ship’s tentacles.

***Grappling Tentacles.*** *Melee Weapon Attack:* +8 to hit, reach 30 ft., one Huge or Gargantuan target. *Hit:* 22 (4d10) bludgeoning damage, and the nautiloid’s speed becomes 0 until its spelljammer uses an action to release the target. If the target is a creature, it is grappled (escape DC 16). If the target is another ship, the target’s speed becomes 0 until the nautiloid releases it, or until the target or the nautiloid drops to 0 hit points.

***Teleport.*** *Melee Spell Attack:* +8 to hit, reach 30 ft., one creature. *Hit:* The target must succeed on a DC 15 Constitution saving throw or be teleported to an unoccupied space aboard the nautiloid that the nautiloid’s spelljammer can see.

<div class='footnote'><font color=darkred>NAUTILOIDS</font></div>

\pagebreakNum

<div class='footnote'><font color=darkred>NAUTILOIDS</font></div>

\pagebreakNum

## Id Ascendant<sup>RotFM</sup>

This nautiloid variant has the following features:
___
- **Biological Construction.** The ship is built of organic matter in addition to wood and iron. Walls, floors, and ceilings are reinforced with tough chitin.
- **Ceilings.** Ceilings are 20 feet high unless otherwise noted.
- **Illumination.** All areas in the ship are dimly lit by fleshy, flickering, bioluminescent orbs mounted to the walls or hanging from the ceiling.
- **Interior Doors.** Each interior door aboard the ship is a fleshy sphincter that opens when a creature that has telepathy approaches within 5 feet of it, then quickly closes behind the creature and its companions. A door must otherwise be pried or tickled
open, which requires an action.
- **Life Support.** The life support system keeps the ship's interior temperature at 50 degrees Fahrenheit (10 degrees Celsius).

### Nautiloid Locations
The following locations are keyed to the map on the following pages.

#### N1. Forward Deck

Mounted to the deck is a ballista. At the back of the deck, a double door made of chitin and iron is tucked under two higher decks, the lower of which has another ballista mounted atop it.

#### N2. Cargo Hold
Attached to the walls i n this chamber are three sets of chains and manacles designed to hold large creatures. A staircase rises to the next deck amid crates, barrels, and equipment. The stairway leads up to the battle deck (area N4).

#### N3. Cryogenic Stasis Pods

Each of these four rooms contains a 5-foot-diameter, crimson, semitranslucent crystal sphere in a low stand. A door in the side of each sphere opens when a creature that has telepathy approaches within 5 feet of it; half the door swings upward and half swings down
to form a ramp. Each sphere is a cryogenic stasis pod designed to keep a ceremorph or a squidling alive and healthy on a long voyage. 
#### N4. Battle Deck
This middle deck has an open cowl. Mounted to the deck is a forward-facing ballista. The walls are lined with ballista bolts waiting to be used. Stairs lead down to area N2 and up to area N7, and a flesh door leads to area N5.
Ballista. Dials, knobs, and levers festoon the gunner's station, which comes with firing instructions written in Qualith (a braille-like script that illithids read with their tentacles). A character who hasn't read the instructions or had them translated must succeed on a DC 15 Intelligence (Arcana) check to fire the weapon. If the check fails by 5 or more, the device misfires, dealing
9 (2d8) slashing damage to one randomly determined creature within 10 feet of the ballista.

#### N5. Maintenance
Crystals protrude from the chitinous ceiling of this oddly shaped room. Some of the crystals are lit.

\columnbreak

#### N6. Propulsion Room
This room contains a five-foot-diameter sphere of shiny black metal with small, transparent, hexagonal windows. Sharp metal tines resembling grasping claws protrude from the nearby walls and ceiling, stretching toward the sphere but stopping short of it. Along the walls are control stations studded with knobs and dials. The black sphere contains the fistsized crystal that propels the nautiloid through the air and across space.

#### N7. Bridge
Suspended from the ceiling of this high-domed chamber is a complex lattice of bioluminescent jellyfish that use the glowing tips of their tendrils to form constellations. A high-backed chair with short armrests capped with sparkly blue crystal orbs tilts up toward the display.

***Helm.*** This chair is securely attached to the deck and can't be used by creatures that are not mind flayers. Any non-illithid that sits in the chair and touches both blue orbs at once must succeed on a DC 17 Constitution saving throw or be stunned for 10 minutes.

***Self-Destruct.*** If one creature that has telepathy touches one of the helm's blue orbs while another touches the other, they can
jointly activate the nautiloid's self-destruct system. Once the self-destruct's countdown timer has begun, it can't be stopped. A voice in Deep Speech counts down the seconds from 60. When the timer reaches 0, the ship disintegrates in an explosion bright enough to see from a great distance. Any creature inside the ship or within 60 feet of it when this occurs takes 70 (20d6) force damage.

***Telepathic Distress Beacon.*** A "pulsing tendril of flesh" extruding from the open wall is the ship's telepathic distress beacon. The distress signal is meant to be heard only by creatures that have telepathy, including any character who is attuned to a <font color=darkblue>*psi crystal*</font>. The signal's technology hasn't been perfected yet, such that nontelepathic creatures have been known to pick up the signal as well. You get to decide whether a nontelepathic creature can sense the signal or not. The psionic transmitter broadcasts on an endless loop until is is shut off, or until the transmitter is disabled or destroyed. The signal has a range of 50 miles. Those lucky few who can detect it and set out for the source can feel it guiding them toward the downed nautiloid. The signal is a sequence of words in Deep Speech with a buzzing undertone. Any creature that understands Deep Speech and is sensitive to the signal can translate the message: "Nautiloid down. Emergency protocols enabled. Crew safe, but vessel imperiled. Psi crystal needed. Come at once." It can be deactivated in the following ways:
- A mind flayer can use the helm to shut it off.
- Any creature can use an action to try to rip the tendril out of the wall, doing so with a successful DC 16 Strength check.
- The tendril can be destroyed or hacked off with a slashing weapon. It has AC 10, 15 hit points, and resistance to psychic damage.

***Exits.*** Fleshy doorways lead to areas N8 and N9, while stairs lead down to area N4.

<div class='footnote'><font color=darkred>NAUTILOIDS</font></div>

\pagebreakNum

#### N8. Observation Deck
A pintle mount for a telescope is fastened near the exterior railing.

#### N9. Captain's Quarters
This domed chamber has a table. Behind the table is a five-foot-diameter crystal sphere mounted atop a stand. Five strange, glowing gizmos are attached to the chitinous walls seven feet above the floor. These devices look like the tips of metal wands held in pincer-claws.

\columnbreak

The five gizmos on the walls fire beams of radiant energy whenever a non-illithid is in the room. At the start of each turn, each gizmo targets a random creature in the room (including mind flayers). The target must succeed on a DC 16 Dexterity saving throw or be struck by the gizmo's beam, taking 4 (ld8) radiant damage. Each gizmo is a Tiny object with AC 16, 3 hit points, and immunity to poison and psychic damage. A character can use an action to try to tear a gizmo from the wall, doing so with a successful DC 10 Strength check. Reducing a gizmo to 0 hit points or tearing it from the wall destroys it.

***Crystal Sphere.*** The crystal sphere is a cryogenic stasis pod, identical to the ones in area N3 and similarly nonfunctional.

<div class='footnote'><font color=darkred>NAUTILOIDS</font></div>

\pagebreakNum

## Bluetspur<sup>VGtR</sup>

*Domain of Alien Memories*
___
- **Darklord:** The God-Brain of Bluetspur
- **Genre:** Cosmic horror
 - **Hallmarks:** Alien abductions, otherworldly landscapes,
untrustworthy memories, monstrous experimentation
- **Mist Talismans:** Dream journal, metallic implant,
scrap of bizarre technology

___
Protean apocalypses scar the impossible vistas of
Bluetspur, and none who witness them remember.
This alien domain etches itself not upon the waking
mind, but rather upon the body as inexplicable scars
and on the psyche through nightmares.

Not all the Domains of Dread are drawn from
worlds hospitable to life. Bluetspur's scale and
impossible geometry induce instinctual anxiety.
Gaseous tempests whirl upon the hooked peaks
of gravity-defying mountains, oily spires twist in
semi-organic contortions, caustic fumaroles yawn
and snap shut hungrily, and above it all hangs a dying
red orb. Little can survive this wasteland, which
is why Bluetspur's masters dwell underground.

Beneath the alien surface, the mind flayers of Bluetspur
drift through the howling darkness of their
ancient metropolis-laboratory. Within this sprawling
installation, the illithids' numbers are few and their
tentacles twitch with undisguised urgency. They toil
to prevent the unthinkable: their primordial leader,
the God-Brain of Bluetspur, is dying. Through these
end times, the mind flayers work desperately to
reconcile their god's demented whims even as they
struggle to delay its demise. To those ends, their
tentacles slip through the Mists to drag unwitting
souls back to Bluetspur for all manner of experiments.
Many abductees are returned with only
psychic scars, while others are never seen again. An
unlucky few find themselves set upon strange routes
leading back to the alien realm, arriving only to realize
they've visited Bluetspur before.

### Noteworthy Features
Those few people who glimpse Bluetspur know it
only as a nameless realm from their impossible
dreams. These visions share the following facts:
- The land's surface is a lethal, alien place, scattered
with the ruins of long-extinct civilizations.
- A mountain-massive beyond all words-looms as
a constant presence and thrums with a soundless
pulse that nonetheless demands attention. Misshapen
shadows crawl among its fissures.
- Those who dream of events in this land often bear
inexplicable scars, marks lending impossible evidence
to their visions.

\columnbreak

### Settlements and Sites
The surface of Bluetspur is vast, spanning a continent-sized region that is hostile to all but the most tenacious forms of life. Due to the endless assault of supernatural weather and earthquakes, civilization-as defined by the illithids-exists entirely below the ground. The Mists encroach even here, filling shadowed chasms and abandoned corridors. While the mind flayers have their own ways of
describing the realm's features, the half-lucid ramblings of those who dream of the domain stretch to name and relate several prominent sites.

#### Mount Makab
Calling Makab a mountain is a wild misnomer; it is a malignant deformation on a planetary scale, a spire with no apparent summit. Its contorted slopes stretch into the toxic heavens, and its form occupies the periphery of viewers' attention no matter which
direction they look.

Mount Makab is not a natural feature, but rather part of a colossal, illithid-designed device. Its purposes remain largely mysterious to outsiders, but one thing is certain: it amplifies psionic energy, allowing Bluetspur's mind flayers to project their thoughts into other Domains of Dread.

#### Citadel Subterrene

Below Mount Makab stretches the hive-like lair of the illithids. This mind flayer metropolis comprises innumerable interconnected compounds-laboratory vaults, custom prison-habitats, intellect devourer preserves, incubation domes, brain-filled synapse libraries, testing hippodromes, surgical theaters, and facilities that beggar rational description. Non-illithids find travel within the citadel maddening, like trying to find a specific point within a writhing knot of worms. Locations are inaccessible to creatures reliant upon basic terrestrial mobility or without the ability to access psionically controlled mechanisms. Entering Citadel Subterrene is simple,
though, as fissures across Bluetspur, particularly upon Mount Makab, lead within.

#### The Chamber of the God-Brain
The Chamber of the God-Brain rests miles below Citadel Subterrene. The cathedral-like chamber is roughly ovoid in shape, with walls of gleaming, organic metal. The massive God-Brain trembles in a pool of medicinal brine and experimental chemicals
capable of dissolving most other creatures. The massive, alien brain's affliction is clear from the leaking holes pocking its deep-wrinkled lobes. Illithid attendants in eerie protective garb endlessly attend to their dying overlord and indulge even its
most blasphemous schemes, such as the creation of vampiric mind flayers.

#### Mount Grysl
Mount Grysl's polypous spires once served as a secondary installation of the domain's resident mind flayers, but the residents rebelled against the GodBrain's self-serving obsessions. As one might amputate an infected limb, the God-Brain cut off Mount
Grysl from its psychic network. The abandoned residents largely succumbed to infighting and each other's amoral experiments. The spirits of these tormented mind flayers remain within Mount Grysl, as does the rebellion's leader: a bloated deviant that calls itself the High Master and seeks to undermine the God-Brain.

<div class='footnote'><font color=darkred>MIND FLAYER DOMAIN</font></div>

\pagebreakNum

### The God-Brain

The scope of what mind flayers call history exists on a cosmic scale. Through ages of empire and conflict, the illithid elder brains indulged experiments without comparison or reference for lesser beings, explorations beyond the boundaries of time, reality, immortality, and the multiverse. Many failed-at least one catastrophically so.

To summarize an eon of atrocities, one elder brain's reality-bending research had an unexpected result, revealing to it a malignant truth for which existence was unprepared. Guided by this burgeoning revelation, the elder brain turned and preyed upon its peers, consuming their discoveries and their physical forms to fuel an impossible apotheosis. Ultimately, though, the weight of the elder brain's deeds caused its own physicality to rebel, giving rise to an alien disease that began devouring its fleshy form. Horrified by an affliction that infected only them, the other elder brains united and psionically expelled the diseased brain from existence.

Or so they thought.

From a place without time or reality, the Dark Powers plucked the dying elder brain and planted it upon a tormented world. Ever since, the God-Brain of Bluetspur has dreamed and desperately indulged ever more demented schemes as it seeks to save its own life and give action to a thought alien even to it.

#### The God-Brain's Powers and Dominion
The God-Brain is more akin to a physical location or massive object than a creature. Its droves of servants are more direct threats than the inscrutable Darklord itself.

***Overmind.*** The God-Brain commands untold numbers of <font color=darkred>**mind flayers**</font>, <font color=darkred>**intellect devourers**</font>, and other creatures. Within Bluetspur, it is constantly telepathically linked with all its servants and knows anything that they know. The God-Brain delegates broad goals to its most effective servants, encouraging them to indulge all manner of radical experiments.

***Mist Vibrations.*** Through the awesome psychic resonances of Mount Makab, the God-Brain can guide any of its servants or other psychically aligned minds through the Mists to Bluetspur. In effect, it provides a vision or dream of the domain that itself functions as a Mist talisman.

***Life Support.*** The illithids of Bluetspur toil to save their elder brain through all manner of outlandish scientific and medical means. Among the most bizarre of these schemes is the God-Brain's own: the creation of degenerate servants that hunt for balms for its affliction. These <font color=darkred>**vampiric mind flayers**</font> slip from Bluetspur to prey upon Humanoids. They then return to the God-Brain, bloated with cerebrospinal fluid to momentarily dull its suffering.

***Closing the Borders.*** When the God-Brain closes Bluetspur's borders, the surface of the domain is wracked by extreme electrical storms, and alien vapors rise at the domain's distant edges and within its hidden tunnels. Rather than barring creatures' escape, these Mists repress memories. Any nonAberration who leaves Bluetspur is transported to a familiar place where they soon wake up, even if they weren't previously asleep. Their time in Bluetspur is repressed, altered as if by the modify memory spell. See "Recovering Memories" below for more details.

\columnbreak

#### The God-Brain's Torment
The God-Brain of Bluetspur is an entirely unreliable cosmic entity, an immortal inflicted with mortality. Although its death is likely still millennia away, this inevitability leads it to hastily indulge all manner of amoral extremes.

#### Role Playing the God-Brain
The God-Brain's influence drives the mind flayers beyond their domain to purse all manner of subtle observations, bizarre experiments, repeat abductions, and visceral mutilations.

### Adventures in Bluetspur
While Bluetspur's otherworldly hazards and the mind flayers' defenses can challenge even the highest-level heroes, the domain's menace proves most pernicious when it intrudes on other domains. Taking inspiration from sci-fi horror and tales of alien abduction, adventures involving Bluetspur's mind flayers might begin anywhere with bad dreams or a stranger's impossible rantings. Over time, disappearances, inexplicable scars, subdermal implants, and unlocked memories might reveal the mind flayers' tentacles enwrap more than anyone thought possible. See "Return to Bluetspur" for details on running adventures featuring lost memories, or consider developing other plots using the Bluetspur Adventures table.

##### Bluetspur Adventures

|d8|Adventure|
|:---:|:---|
| 1 | Characters awake within the shattered remains of a fluid-filled tube deep in Citadel Subterrene. They have no idea how they arrived there.|
|2| A cavern the characters were exploring seamlessly abuts with Bluetspur, trapping them in caves overrun with <font color=darkred>**vampiric mind flayers**</font>.|
|3| A strange message leads characters to a silvery vessel full of alien mysteries wrecked on Bluetspur's surface. The only surviving creature in the wreck is a cunning <font color=darkred>**displacer beast**</font>.|
|4| The characters find a strange but adorable creature trapped within an abandoned alien installation. The being is a lovable companion , until it reveals itself to be a <font color=darkred>**star spawn emissary**</font>.|
|5| An acquaintance of the characters complains of reoccurring nightmares. The complaints stop when the dreamer is taken over by an <font color=darkred>**intellect devourer**</font>.|
|6| An inventor requests the characters' insight into a pill-sized device she extracted from her own body. As the characters examine it, the device projects a map into their minds and emits a telepathic call for help. The map leads to a mind flayer who wants to put the God-Brain out of its misery.|
|7| A farmer hires the characters to protect his family, whom he believes-without evidence-are being abducted and returned every night.|
|8| The High Master mind flayer of Mount Grysl seeks to claim all the God-Brain knows. To do this, it creates a copy of the Apparatus (see "Mordent" later in this chapter). All it needs is a relic called the Rod of Rastinon, which it wants the characters to retrieve for it.|

<div class='footnote'><font color=darkred>MIND FLAYER DOMAIN</font></div>

\pagebreakNum

### Return to Bluetspur
Bluetspur can be more chilling as a memory than as a new discovery. Use this section to create adventures that reveal impossible knowledge, hint at unremembered experiences, or take place as recollected adventures out of continuity with a campaign.

#### Recovering Memories
Knowing that secrets lurk within one's own mind holds unique terror. When running adventurers featuring hidden memories, consider how those memories might be revealed.

***Magical Recovery.*** Both the mind flayers of Bluetspur and the Mists surrounding the domain employ methods similar to the modify memory spell to obscure victims' memories of their abduction, replacing them with hazy events or gaps of missing time. A character's true memories can be restored by a <font color=purple>*remove curse*</font> or <font color=purple>*greater restoration*</font> spell. A victim of the mind flayers might have endured dozens of memory modifications, each requiring its own magical removal, resulting in the recovery of a few traumatic memories at a time.

***Alienism.*** Scientifically curious lands in your campaign might feature burgeoning practitioners of alienism or psychiatry. Inexperienced practitioners of these disciplines merge scientific treatments, spiritualism, magic, and hokum, yet still obtain
results. A session or series of sessions with a committed alienist might allow a character to remember a forgotten event. By the same token, though, time spent with a duplicitous alienist might leave a character vulnerable to suggestion and false memories. Such revelations can play out in your adventures narratively at any pace you desire.

***Gradual Recovery.*** Lost memories might gradually reveal themselves in response to events in adventures. As the characters encounter evidence of Bluetspur's mind flayers, consider giving individuals access to information they shouldn't logically possess or granting them advantage on rolls related to their hidden memories, doled out as you deem appropriate. This might take the form of allowing the character to navigate an alien installation, operate an inscrutable device, or read an otherworldly language. Don't explain why the character gains these benefits, though, and let them make their own explanations to other characters. Lost memories might also take the form of Dark Gifts.

#### Alien Artifacts
The mind flayers of Bluetspur might leave evidence of their bizarre plots behind in other domains. Use the artifacts on the Aberrant Evidence table to provoke investigations, trigger lost memories, or even serve as Mist talismans.

##### Aberrant Evidence

|d6|Evidence|
|:---:|:---|
|1| A needle-like device buried under someone's skin|
|2 |An inexplicable crater or circle of scorched crops|
|3 |A stable full of exploded livestock|

\columnbreak

|d6|Evidence|
|:---:|:---|
|4 |An antimatter rifle (detailed in the Dungeon Master's Guide)|
|5 |A missing person or otherworldly being transformed into a <font color=darkred>**brain in a jar**</font>|
|6| The damaged corpse of a <font color=darkred>**vampiric mind flayer**</font>|

#### Lost Memories
When revealing lost memories, cultivate the disquiet that comes with vivid recollections out of sync with a character's history. The scenes on the Suppressed Memories table include deliberately disjointed specifics that you can adjust or leave incoherent as you please. Many can also be used as the first moments of a longer memory. If you'd like the memory to continue, ask the player of the character remembering the event what happens next.

##### Suppressed Memories
|d6|Memory|
|:---:|:---|
|1|You're paralyzed on a cold table. Clicking sounds surround you. Pallid tentacles slither toward your face, each ending in gleaming surgical instruments. What are they trying to do?|
|2| Some unfamiliar reflex moves your arm. Looking, you catch a glimpse of a bruise slithering beneath your skin. What do you do?|
|3| A many-legged, ferret-like creature floats into your cell. You feel multitudes of unseen eyes upon you. What do your captors expect you to do with this? What do you do?|
|4| Rainbow storms assail the heights of a mountain so tall it seems to curve over you. You're floating over a red wasteland, just one in a line of hovering beings. What do you see ahead?|
|5| You knew a stranger. You were each other's comfort against fear and pain. Then they were taken away. What were their final words to you?|
|6| The figure hovering before you is deemed acceptable. They're lowered into a pool, where pale, sluglike beings set upon them. You float forward. Why are you deemed unacceptable?|

#### Adventures Out of Tme
The most effective way to reveal characters' missing
memories is to revisit them as an adventure. Players
might run lower-level versions of their characters
or use survivors to represent their past selves. Or characters might play forgotten
versions of themselves-perhaps very different from
who they are now-or individuals in the memories
of another character. Run this adventure as an experience
detached from your campaign's timeline,
a flashback that relates the terrors of being a victim
of the mind flayers' plots. Death likely doesn't mean
much in these adventures, as characters somehow
survived to remember their traumas-perhaps
through miraculous mind flayer surgeries. However,
developments in the past can provide all manner of
revelations, potentially unveiling terrifying truths
hidden within characters' own minds and bodies.

<div class='footnote'><font color=darkred>MIND FLAYER DOMAIN</font></div>

\pagebreakNum

## Mind Flayer Miscellany

Some mind flayer colonies have developed the ability to create or modify certain kinds of gear, imbuing them with psionic energy. Mind flayers craft magic items that only they or their thralls can use — a sensible security measure to keep enemies from turning the illithids’ own creations against them.

### Magic Items

#### Dyrrn's Tentacle Whip
*Weapon (whip), very rare (requires attunement)*
___
This long, whip-like strand of tough muscle bears a sharp stinger at one end. To attune to this symbiotic weapon, you wrap the whip around your wrist for the entire attunement period, during which time the whip painfully embeds its tendrils into your arm.

You gain a +2 bonus to attack and damage rolls made with this magic whip, but attack rolls made against Aberrations 
with this weapon have disadvantage. A creature hit by this weapon takes an extra ld6 psychic damage. When you roll a 20 on the d20 for an attack roll with this weapon, the target is stunned until the end of its next turn.

#### Flayer Slayer

*Weapon (Greataxe), rare (requires attunement by a specific individual)*
___
Carvings of decapitated <font color=darkred>**mind flayers**</font> adorn this greataxe's metal blade. You gain a +1 bonus to attack and damage rolls made with this greataxe.

An Aberration hit with this greataxe takes an extra 1d12 slashing damage. If the Aberration is currently grappling a creature, the Aberration must succeed on a DC 15 Strength saving throw or release each creature it is grappling.

#### Mind Blade

*Weapon (any sword), rare (requires attunement by a specific individual)*
___
<font color=darkred>**Mind flayers**</font> can turn any nonmagical sword into a mind blade. Only one creature can attune to it: either a specific mind flayer or one of its thralls. In the hands of any other creature, the mind blade functions as a normal sword of its kind. In the hands of its intended wielder, the mind blade is a magic weapon that deals an extra 2d6 psychic damage to any target it hits.

#### Mind Carapace Armor

*Armor (any heavy armor), uncommon (requires attunement by a specific individual)*
___
Any nonmagical suit of heavy armor can be turned by <font color=darkred>**mind flayers**</font> into mind carapace armor. Only one creature can attune to it: either a specific mind flayer or one of its thralls. While worn by any other creature, the mind carapace armor functions as normal armor of its kind. To its intended wearer, the armor grants advantage on Intelligence, Wisdom, and Charisma saving throws and makes its wearer immune to the frightened condition.

\columnbreak

#### Mind Lash

*Weapon (whip), rare (requires attunement by a mind flayer)*
___
In the hands of a creature other than a <font color=darkred>**mind flayer**</font>, a mind lash functions as a normal whip. In the hands of an illithid, this magic weapon strips away a creature’s will to survive as it also strips away flesh, dealing an extra 2d4 psychic damage to any target it hits. Any creature that takes psychic damage from the mind lash must also succeed on a DC 15 Wisdom saving throw or have disadvantage on Intelligence, Wisdom, and Charisma saving throws for 1 minute. The creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

#### Shield of Far Sight

*Armor (shield), rare*
___
A <font color=darkred>**mind flayer**</font> skilled at crafting magic items creates a shield of far sight by harvesting an eye from an intelligent humanoid and magically implanting it on the outer surface of a nonmagical shield. The shield becomes a magic item once the eye is implanted, whereupon the mind flayer can give the shield to a thrall or hang it on a wall in its lair. As long as the shield is on the same plane of existence as its creator, the mind flayer can see through the shield’s eye, which has darkvision out to a range of 60 feet. While peering through this magical eye, the mind flayer can use its Mind Blast action as though it were standing behind the shield.

If a shield of far sight is destroyed, the mind flayer that created it is blinded for 2d12 hours.

#### Psi Crystal

*Wondrous item, uncommon (requires attunement by a creature with an intelligence score of 3 or higher)*
___
This crystal grants you telepathy for as long as you remain attuned to it. See the introduction of the *Monster Manual* for rules on how this telepathy works.

The crystal also glows with a purplish inner light while you are attuned to it.

The higher your intelligence, the greater the light's intensity and the greater the range of the telepathy (see the Psi Crystal Properties table).

##### Psi Crystal Properties

|Intelligence Score|Range of Telepathy|Light Intensity|
|:---:|:---:|:---|
|3-7	|15 feet|	Dim light out to a range of 5 feet|
|8-11	|30 feet|	Bright light in a 5-foot radius and dim light for an additional 5 feet|
|12-15	|60 feet|	Bright light in a 10-foot radius and dim light for an additional 10 feet|
|16 or higher	|120 feet|	Bright light in a 15-foot radius and dim light for an additional 15 feet|

The psychic trauma that a mind flayer endured when it died may cause a crystal to form in its mind. Psi crystals are most often found in places where mind flayers have lived.

</div>

<div class='footnote'><font color=darkred>MIND FLAYER MISCELLANY</font></div>

\pagebreakNum

### Psipods

A psipod is a magic device that connects the mind of an unconscious humanoid to the mind of an ulitharid. The psychic residue that coats each psipod is a byproduct of this connection. The residue is sticky and foul-smelling, but harmless. It dissolves after a
few hours.

Any creature that enters a psipod's bronze cylinder must succeed on a DC 17 Constitution saving throw or fall unconscious, lulled into that state by a soothing psionic vibration that the ulitharid produces. A creature that succeeds on the saving throw must repeat it at the end of each of its turns unit it exits the cylinder.

While in a psipod, an unconscious creature finds itself drawn into a simulated reality created by the ulitharid (see the "Alterdeep" sidebar) and can survive in this state for the remainder of its natural life, its mind and body nourished by the psipod's psychic energy. If the psipod is shut down, or if the unconscious creature is removed from it, the creature can repeat the DC 17 Constitution saving throw at the end of each of its turns, waking on a success. The creature also awakens if it takes damage in the real world, but not if it takes damage in the simulation.

***Damage, Death, and Healing.*** Creatures can be hurt, healed, and killed in the simulation just as they can be in the real world, and a character reduced to 0 hit points makes death saving throws as normal.

Any creature that joins the simulation by entering a psipod and dies in the simulation also dies for real from the shock, as though it had taken enough psychic dam age to instantly kill it. Creatures immune to psychic damage can't be killed by this kind of system shock and stabilize automatically inside the simulation.

A psipod shuts down if it is disabled or destroyed. To disable a psipod, a creature must disconnect three of the eight copper wires connecting it to the metal panels in the floor. The mind flayers' schematic pads identify which three wires to disconnect on each psipod. (The combination of wires varies from one psipod to another.) If wires are torn out at random, roll a d8 three times (rerolling duplicate results) to determine which three wires shut down that particular

\columnbreak

psipod, then roll a d8 for each wire that is disconnected to see if it's one of the correct ones. Disconnecting a wrong wire triggers a magical surge that targets all creatures within 5 feet of the psipod except the one inside it. A targeted creature must make a DC 17 Wisdom saving throw, taking 22 (4d10) psychic damage on a failed save, or half as much damage on a successful one. A magical surge from one psipod has no effect on the others.

All the psipods shut down if the ulitharid dies or leaves the area. Each psipod is a Large object with AC 15, 50 hit points, and immunity to poison and psychic damage. A creature inside a psipod has total cover against attacks originating from outside the capsule.

> ##### Alterdeep<sup>DMM</sup>
>
>Unconscious creatures in psipods experience the equivalent of a shared dream as they appear with all their carried
possessions in Waterdeep-or rather, an alternate version of Waterdeep created by Extremiton.
>
>Through extensive telepathic contact with Waterdavians, the ulitharid has created a realistic simulation of Waterdeep
that is constantly being refined for greater authenticity. Within "Alterdeep," the ulitharid takes on various personas
and quietly observes how creatures that are projected into the setting by the psipods interact with each other and the
fake creatures and objects around them.
>
>Alterdeep looks, sounds, smells, and feels like Waterdeep. Prolonged exposure to this alternate world, however, increases the possibility of detecting a flaw that betrays its true nature. Although Extremiton has created an impressive facsimile, characters who are drawn into the environment notice slight discrepancies in the way familiar NPCs act, or pick up on minor details that the ulitharid has gotten wrong or can't reasonably duplicate: slight changes in decor, books that are blank between the covers, foul-tasting elven wine, dwarves unable to speak Dwarvish, and so on.

<div class='footnote'><font color=darkred>MIND FLAYER MISCELLANY</font></div>

\pagebreakNum

### Mind Flayer Augmentations

Some mind flayer colonies augment their thralls with nonmagical gear to make them more effective as lair guardians and bodyguards. Two examples of mind flayer augmentations are presented here.

#### Flensing Claws

Illithids don’t always provide their thralls with normal weapons, such as swords and axes. Sometimes they improve the natural capabilities of thralls by giving them new anatomy. Flensing claws take the form of articulated digits that extend into long metal blades. The claws are knitted into the flesh and bones of a creature’s arms and can’t be removed without surgical amputation.

Each set of flensing claws is designed for a specific creature and can’t be used by anyone else. A creature equipped with flensing claws can use its action to make one melee weapon attack with the claws. The claws deal slashing damage based on the creature’s size: Small, 1d8; Medium, 1d10; Large, 1d12; or Huge, 2d8. The creature adds its proficiency bonus and Strength modifier to any attack roll made with the claws, and its Strength modifier to its damage roll when it hits a target with the claws. Tiny and Gargantuan creatures can’t be fitted with flensing claws.

#### Survival Mantle

This carapace-like augmentation encases portions of the wearer’s shoulders, neck, and chest. A survival mantle is equivalent to a suit of nonmagical half plate armor and takes just as long to don or doff. It can’t be worn with other kinds of armor.

A creature wearing a survival mantle can breathe normally in any environment (including a vacuum) and has advantage on saving throws against harmful gases (such as those created by a <font color=purple>*cloudkill spell*</font>, a <font color=purple>*stinking cloud*</font> spell, inhaled poisons, and the breath weapons of some dragons).

<BR>

> ##### Funerary Brain Jars
>
>When a mind flayer dies, other mind flayers try to salvage the dead illithid’s brain and bring it to the colony’s brine pool for the elder brain to consume. For this purpose, mind flayers craft <font color=darkblue>*funerary brain jars*</font> made of stone. Every jar is made for an individual, inscribed with Qualith and artwork that relate the mind flayer’s accomplishments. Often a mind flayer’s funerary brain jar is created long before the illithid’s death and updated as the years pass, with the jar serving as a diary of sorts for the one whose brain will eventually fill it. After it is filled with brine, a funerary brain jar can preserve a brain without spoiling for 1d4 + 10 days.

\columnbreak

### Treasure

Mind flayers don’t hoard coins, gemstones, jewelry, and other sorts of treasure. However, a colony obsessed with the study of biology would consider a new, alien specimen a great prize, especially a living creature. One concerned with improving its war machinery might seek out new gear, weapons, and armor it can use. A colony that collects gold coins or gemstones might do so not to become rich but to contaminate them with a psychic effect it wants to spread through the surface world.

Adventurers who are motivated by the prospect of vast wealth are best off avoiding mind flayer colonies. Although illithids are evil, and defeating them makes the world a safer place, they don’t accumulate material wealth the way many other powerful creatures do. Because of their disdain for arcane and divine power, they discount most magic items as trivial baubles, unless they are useful to the colony for a particular reason. A mind flayer might ignore a bag of diamonds it is offered as a bribe, but might listen to a proposal if a bargaining creature offers it news of a new construction technique developed by the dwarves of a faraway kingdom.

Mind flayers know that humans, orcs, and other primitive creatures love shiny baubles and mysterious devices. They might use such objects they come across the way a rat catcher uses a lump of cheese — a lure to draw quarry into a trap.
  
#### Laser Pistols and Rifles
Ceremorphs have been known to carry home-built devices that function as laser pistols or rifles. Rules for these appear in the *Dungeon Master's Guide*. These weapons are powered by an energy cell, which enables the weapon to fire numerous shots. After its last shot is expended, the device becomes inoperable. The energy cell can't be removed without destroying the weapon.

#### Mind Flayer Skull
A creature with the skull in its possession is invisible to <font color=darkred>**[mind flayer](https://www.dndbeyond.com/monsters/17104-mind-flayer)**</font>, as is anything the creature is wearing or carrying. The skull crumbles to dust and is destroyed in 1d10 days.

#### Pacifier Rod
This 6-inch-long black metal rod has a button at the top. Using an action to press the button causes the rod to emit a chirp. Any creature within 30 feet of the rod that isn't deafened and has an Intelligence of 3 or lower must succeed on a DC 13 Constitution saving throw or be incapacitated for 1 minute. After each activation, there's a 25 percent chance that the rod breaks and becomes inoperable.

#### Psi Crystal Detector
This black metal box is the size of a bar of soap. It emits an audible clicking noise when a <font color=darkblue>*psi crystal*</font> is within 5 miles of it. The closer the object gets to the psi crystal, the more rapid the clicks.

<div class='footnote'><font color=darkred>MIND FLAYER MISCELLANY</font></div>

\pagebreakNum

# How to Play a Mind Flayer like an Eldritch Horror
___
*This D&D Beyond article by James Haeck is available [here](https://www.dndbeyond.com/posts/175-how-to-play-a-mind-flayer-like-an-eldritch-horror).*

Four adventurers traveled cautiously through the oppressive gloom of the Underdark. Only the faint glow of the bioluminescent fungi that covered the cave walls lit their path. They saw something move in the back of the cave. A shadow darted out of sight at the far end of the tunnel. The party approached with caution—the tiefling wizard cast light on the tip of her staff, the halfling rogue hid in the shadow of the half-orc paladin’s billowing cloak, and the human ranger nocked an arrow.

“There!” gasped the paladin as he reached the end of the cavern. The wizard’s light cast its golden rays upon a nightmarish abomination, a rubbery-skinned being with the body of an emaciated human, topped with a bulbous head bearing four writhing tentacles. A mind flayer. It stood before them and raised its bony hand to its temple, preparing to shatter the adventurers’ feeble psyches with a psionic mind blast…

And then both sides rolled initiative, the mind flayer rolled low, and the party ran forward and swarmed it and stabbed it to death before it could even act.

</DIV>

Oops. That didn’t go as planned. You managed to conjure an atmosphere of dread while the heroes didn’t know what the monster was, but as soon as they saw the creature’s face, they knew they could kill it. And so they did. If the characters win initiative against a <font color=darkred>**[mind flayer](https://www.dndbeyond.com/monsters/17104-mind-flayer)**</font> like they did in the scenario above, the fight will probably be over very quickly, leaving everyone disappointed.

Anyone who knows me will tell you that mind flayers (AKA illithids) are my favorite monster in Dungeons & Dragons—they’re so great, I wrote an adventure featuring a mind flayer front and center. I love them because they’re the D&D experience in microcosm; mind flayers are a mixture of horrifying adrenaline and B-movie camp, just like a D&D game with your friends is a mix of epic adventure and funny out-of-character joking. Most of the time, both mind flayers and D&D games will exist as a mixture of the serious and the silly. However, there are times when you want to dig deep into the seriousness of your game and plunge your players into a game of eldritch horror. Here’s how.

### What is an Eldritch Horror?
All horror draws upon our fear of the unknown, but H.P. Lovecraft's "cosmic horror" specifically draws upon horror of that which is unknowable. In the Cthulhu Mythos, Cthulhu and the other Elder Gods and their spawn are not frightening because they are giant monsters. They are terrifying because our minds can't fully comprehend what they are or what they are doing. "You cannot grasp the true form of Giygas' attack." They make us feel small and insignificant compared to their alien unknowability.

\columnbreak

But cosmic horror is hard to pull off in Dungeons & Dragons. D&D is geared towards providing epic moments of heroic fantasy, not nihilistic scenes of grim introspection. You should play Call of Cthulhu instead if you want cosmic horror.

Monsters that are "eldritch horrors" or "eldritch abominations" are (in addition to being a very stressful board game) a way to bring the slimy, tentacled trappings of the cosmic horror genre into a pulpy, fantasy system like D&D. Eldritch horrors are scary because they're weird and disgusting, and so very different from ourselves. To play a mind flayer like an eldritch horror, you need to make the players feel that it is not just inhuman, but that it is not of this world.

### A Mind Flayer’s Alien Mind
Mind flayers don’t think like people. They lack emotions. They are a hive mind controlled by an <font color=darkred>**[elder brain](https://www.dndbeyond.com/monsters/17284-elder-brain)**</font>. They consider themselves superior to all beings, viewing their inferiors as little more than thralls and food. They speak telepathically, invading the minds of any creature within 120 feet of it, even if they don’t share a language.

*Volo’s Guide to Monsters* features an incredibly in-depth analysis of mind flayer behavior, culture, and psychology.

Mind flayers are perfect predators. Unlike a haughty dragon or a stupid ogre, no creature can taunt a mind flayer into attacking stupidly. They have no ego to bruise, only the ruthlessly efficient mind of an elder brain. When encountering a mind flayer, there are often more nearby. Even if adventurers encounter a mind flayer separated from its kin, the elder brain and all its siblings can see as if through its eyes. You can use this alien intelligence to unsettle your players, building tension before you release it in a pulse-pounding encounter. Here are a few ways:

***Telepathically lure the characters into a trap.*** Ominous whispers are a classic DM’s trick, but it’s even better when the whispers are guiding them through the Underdark’s twisting caverns into an ambush. Reverse psychology will do wonders.

*A wet, slimy voice slithers into your mind. Even though you cannot see who is speaking, you can hear them as clearly as if they were whispering into your ear. “Follow the tunnel deeper… I know where the treasure you seek lies. Follow the water… follow the water deeper.”*

</div>

<div class='footnote'><font color=darkred>HOW TO PLAY A MIND FLAYER (DM)</font></div>

\pagebreakNum

***Relish in the tragedy of the thralls.*** Tragedy is just as much a part of horror as fear and adrenaline are. These thralls were once living beings, and all of the things that made them who they were has been stripped away. They no longer think, they merely stand, shamble, and drool. One way of heightening the sense of dread in a mind flayer’s hideout is showing the players the consequences of defeat. These mindless puppet creatures that stand at eerie, motionless attention are all that remain of the illithid’s previous victims. “That could be me next.”

*The dwarf takes no notice of your presence. He simply stares, glassy-eyed, into the distance. He repeats a quiet mantra in a barely perceptible whisper, endlessly. "I'll make it back to her. I'll make it back to her. I'll make it back to her." He no longer seems to know what the words even mean.*

</div>

***Interrupt arguments with suspense.*** Player characters argue. Characters in horror films argue. Player characters in horror adventures argue all the time. Horror writers have the luxury of being able to tailor the arguments to suit the plot, but often D&D players will argue in circles forever, causing the game to not only grind to a halt, but also to stop being fun. When this happens, it’s your job to intervene and move the game along. A quick Medium-difficulty combat that deals at least a little damage to all the characters will help.

Not immediately, they should be able to disagree for a moment—maybe they’ll actually come to an agreement!—but once the argument feels like it’s dragging on, nudge the player closest to you and say “Make a Perception check.” The noise of the characters bickering has attracted thralls ordered by the mind flayer to guard the passage. If any of the characters have darkvision, the creature should be just at the end of their darkvision, about 60 feet away.

If the mind flayer has <font color=darkred>**[quaggoth](https://www.dndbeyond.com/monsters/17193-quaggoth)**</font> thralls, their climbing speed may have allowed them to climb onto the ceiling of the tunnel, ready to drop onto the characters.

At the far end of the passage is a figure. Human in shape, broad and hunched. It stands unmoving, as if staring at you. You can hear it breathing, faintly. Then, it shrieks. It moves faster than you would have thought, and within moments, the hulking figure is upon you, mouth open and spittle cascading from its loosely hanging jaw.

</div>

### Fighting like a Mind Flayer
Atmosphere and building a sense of dread are excellent tools to have in a storyteller’s toolbox, but the best way to terrify D&D players is to reveal that the air of fear you’ve conjured isn’t just smoke and mirrors. Your encounter can’t just be all build-up and no payoff, it has to have teeth.

And mind flayers have plenty of teeth beneath those tentacles, but they need to be played in a way that highlights their advantages and downplays their weaknesses. If played cleverly, mind flayers make for campaign-ending bosses at lower levels. Situated at a dangerous challenge rating 7, they are the perfect opponent for a party of 5th level characters to create a fight that feels deadly but still winnable. Because of

\columnbreak

this status as low-level bosses, however, this means that mind flayers lack certain vital tools to major villains like legendary actions, lair actions, and the Legendary Resistance feature.  This makes it very easy for player characters to overwhelm their already flimsy defenses.

Instead, they have an advantage that doesn’t even appear in their stat block: their thralls. Mind flayers see themselves as superior to all other forms of life, and long to dominate the inferior beings. It’s why it feels like half of the humanoids in the Monster Manual have a line in their history about how they were once enslaved by the illithids. With this in mind, let’s take a look at a mind flayer’s options in combat.

### A Mind Flayer’s Traits
If you want to play a mind flayer like a terrifying and deadly alien, you need to know exactly what your options are on every turn. This will help you make purposeful choices rather than guessing at what choice is best in the heat of the moment. These options are:

**Defenses.** A mind flayer’s defenses are one of its weakest traits. With average armor class and abysmal hit points for its challenge rating, a mind flayer should never find itself in melee combat, and it should always try to find cover from ranged attacks if possible. Its Magic Resistance trait combined with its impressive Intelligence, Wisdom, and Charisma saving throws give it impressive magical defenses that almost make up for its lack of Legendary Resistances.

**Movement.** A mind flayer has an average walking speed, but it has the ability to <font color=purple>*[levitate](https://www.dndbeyond.com/spells/2165-levitate)*</font> using its Innate Spellcasting (Psionics) feature, allowing it to move vertically (but not horizontally) through the air using its movement.

**Innate Spellcasting.** A mind flayer has a few spells (flavored as psionic powers) at its disposal. It can cast <font color=purple>*[detect thoughts](https://www.dndbeyond.com/spells/2067-detect-thoughts)*</font> and <font color=purple>*[levitate](https://www.dndbeyond.com/spells/2165-levitate)*</font> at will, and <font color=purple>*[dominate monster](https://www.dndbeyond.com/spells/2077-dominate-monster)*</font> and <font color=purple>*[plane shift](https://www.dndbeyond.com/spells/2206-plane-shift)*</font> once per day each.

- <font color=purple>*[Detect thoughts](https://www.dndbeyond.com/spells/2067-detect-thoughts)*</font> has no real combat utility, but can be used to before combat to learn the characters’ tactics and other secrets, depending on the needs of your campaign.
- <font color=purple>*[Levitate](https://www.dndbeyond.com/spells/2165-levitate)*</font> can be used as a movement option as described above, or as a way to remove a melee fighter from the action for a time, especially if that character resisted your Mind Blast.
- <font color=purple>*[Dominate monster](https://www.dndbeyond.com/spells/2077-dominate-monster)*</font> is a powerhouse spell, letting you not just remove one of the player characters’ allies from the fight, but also giving you an ally for as long as the spell lasts.
- <font color=purple>*[Plane shift](https://www.dndbeyond.com/spells/2206-plane-shift)*</font> is a mind flayer’s panic button. A mind flayer would much rather flee in shame than die, allowing you to plan ways to destroy those who humiliated you.

**Mind Blast.** This is a mind flayer’s most powerful offensive tool, giving you the power to seriously damage and potentially leave all creatures <font color=darkgreen>**[stunned](https://www.dndbeyond.com/sources/basic-rules/appendix-a-conditions#AppendixAConditions)**</font> within a massive 60-foot cone. Its impressive range and spreading area enables its effective use even at long range—and a mind flayer wants to be at long range as much as possible.

<div class='footnote'><font color=darkred>HOW TO PLAY A MIND FLAYER (DM)</font></div>

\pagebreakNum

**Tentacles and Extract Brain.** In order to flay minds, a mind flayer must first do two things: incapacitate a creature and then grapple it. This is dangerous because it must enter melee range in order to do it, but if it can pick off a single target (or disastrously, stun the entire party with a Mind Blast), the incredible damage of the Extract Brain action and its potential to instantly kill a target at 0 hit points makes it a dangerous, if situational, power.

**Thralls.** A mind flayer’s braindead thralls can be used as a meatshield to protect a mind flayer from melee fighters. You should choose what thralls are thematically appropriate for your mind flayer villain, but a thrall is best when it is a fairly weak, melee-focused creature like a <font color=darkred>**berserker**</font> or an <font color=darkred>**ogre**</font>. Underdark creatures like <font color=darkred>**duergar**</font>, <font color=darkred>**drow**</font>, <font color=darkred>**kuo-toa**</font>, and <font color=darkred>**quaggoth**</font> are all excellent monsters to use as thralls.

A mind flayer can use its 120 feet of telepathy to communicate psychically with its thralls, and they obey its exact orders to the best of their ability. Because of the mind flayer’s incredible damage potential, these thralls should be a distraction that takes focus away from their master. If the characters get wise to this plan and start ignoring the thralls, they should try to grapple the characters to stop them from moving. Thralls can also protect their master from ranged attacks by getting into melee with ranged characters, imposing disadvantage on ranged attack rolls.

Encounter building is an art, not a science. Generally speaking, though, your thralls should be worth a Hard encounter on their own, ignoring the mind flayer’s portion of the XP budget. A boss fight like this should always be beyond Deadly, after all.

### A Mind Flayer’s Tactics
The first rule of horror movies is that the monster is always less scary once you see it. The alien in Alien is terrifying because it’s a ruthless killing machine that is almost never on-screen. The unknown is scary. It’s a little bit different for mind flayers—they need to stay out of sight because their defenses are paper-thin—but the principle is the same. Mind flayers need to stay out of sight to remain deadly, and their deadliness is only made scarier by their elusiveness.

Your tactics may vary based on the needs of your campaign, but an effective and powerful tactical loop for a mind flayer is:

- Hide in areas of darkness or <font color=puprle>*levitate at the top of a tall chamber until the characters get within 60 feet. If possible, your thralls should hide from sight as well.
- Choose a character a high-damage melee character like a rogue or a fighter and target it with <font color=purple>*dominate monster*</font>. Note that both <font color=purple>*dominate monster*</font> and <font color=purple>*levitate*</font> require concentration, so don’t try and use this spell while levitating. If the character fails its save, command it to attack the cleric or low-defense characters like a wizard.
- Your thralls come out of hiding, attacking the characters while the dominated character continues to cause chaos.
- Once the dominated character is freed, use your Mind Blast to hit as much of the party as possible, while still remaining hidden.

\columnbreak

- Only come out of hiding to use your Tentacle and Extract Brain actions on a stunned character. Note that since you have a +4 bonus to Stealth, it’s reasonable for a character who succeeds on a DC 14 Wisdom (Perception) check to see you in your hiding spot.
- Use your Mind Blast whenever it recharges and stay out of melee range. Have your thralls grapple stunned characters and drag them away from the party to make it easier to eat their brains without being attacked.
- If you are reduced to 1/4 of your maximum hit points, sneer at the characters and use <font color=purple>*plane shift*</font> to flee combat. Killing characters and then fleeing before you can be killed is a surefire way to make the party hate you.
___
As a general tip, even if the entire party was stunned by your Mind Blast, don’t get greedy and close in for the kill yet. Any character could succeed on a saving throw at the end of their next turn, leaving you in a very dangerous position.

### Having Fun Playing a Mind Flayer
Like I described in How to Play a Red Dragon like an Evil Genius, the best way to give you and your players a fun and engaging encounter is to get into the head of the creature you’re using. This is especially hard when playing a mind flayer for a couple of reasons, not least of which is its alien mind. Its main selling point is that the players can’t get into its head, so how should you be expected to do it?

I think of it as playing a human sociopath that has their whole sociopath family on speed dial. They’re selfish, cruel, and still somehow perversely charismatic. Other people follow this creep mindlessly, obeying their every order and not listening to anything anyone else says. I’m sure you’ve met someone like this in real life. Now just imagine if this person had psychic powers and could eat your brain.

This is just the beginning of what a mind flayer can do. As you explore the depths of the illithids’ horror in your game, consider how a psionic variant <font color=darkred>**mind flayer**</font> would use its psionic powers. How would an <font color=darkred>**alhoon**</font> (a mind flayer lich) use its deviant arcane magic? How would a mighty <font color=darkred>**ulitharid**</font> use its potent psionic powers to command other creatures?

It’s best to ponder these questions while sucking on a freshly picked brain.

<div class='footnote'><font color=darkred>HOW TO PLAY A MIND FLAYER (DM)</font></div>

\pagebreakNum

# Becoming a Mind Flayer: Ceremorphosis, And What Happens When It Goes Wrong

___
*This D&D Beyond article by Michael Galvis is available [here](https://www.dndbeyond.com/posts/1543-becoming-a-mind-flayer-ceremorphosis-and-what).*

___
So, you were captured by mind flayers and are now trapped aboard a nautiloid in a chamber with a pool of illithid tadpoles. What's next? Well, if history serves right, you're either going to get your skull cracked open like an egg and your brain sucked out by a mind flayer, or you're going to undergo the unpleasant process of ceremorphosis.

Lucky for you, the latter is the fate you're facing in *Baldur's Gate 3*, the Dungeons & Dragons video game from Larian Studios. To prepare you for the deep dive into the Forgotten Realms that the game offers, let's take a look at one of the most beloved (and feared) villains of D&D—the <font color=darkred>**mind flayer**</font>—their process for reproduction, and how you can replicate the psionic powers of Baldur's Gate characters in tabletop D&D!

> ##### Play as the Companions From Baldur's Gate 3
> 
> You can now select the companion characters from Baldur's Gate 3 when creating a premade character! Bring Astarion, Shadowheart, or one of your other favorite companions along on your adventure into tabletop D&D!

## How to Become a Mind Flayer

Becoming a mind flayer is no pleasant experience, and the opening sequence to *Baldur's Gate 3* makes that clear. But if we're talking in terms of sheer effort, becoming one is pretty fast and simple. In truth, the hardest part is convincing a mind flayer that you're worthy of becoming one of their own. And unfortunately, the risk of death if they refuse is pretty high. (The risk of death if they accept is also nearly 100 percent, but we'll get to that later.)

### 1. Consult Your Local Friendly Mind Flayer Colony

Mind flayers are the scourge of all intelligent life. For eons, these tentacle-faced horrors ruled over vast worlds and peoples. Their incredible intellect and telepathic capabilities allow them to take control over the minds of others, turning them into their thralls. But that's not to say a mind flayer is delicate if caught alone. They also boast powerful telekinetic capabilities and can jump between the different planes of existence.

\columnbreak

Mind flayers have fallen since their glory days of world-spanning domination. Turns out, a penchant for eating brains doesn't win you a lot of friends. Mind flayers now call the Underdark their home. The Underdark is an impossibly large network of tunnels and caves deep underground. It's dangerous, and not just because of the mind flayers.

You'll find mind flayers living in colonies operating in a hive mind headed by an <font color=darkred>**elder brain**</font>. If you're in the market for an illithid tadpole (that's basically a baby mind flayer), head there, pledge your allegiance, and hope you're chosen.
### 2. Kindly Request Ceremorphosis

OK, you've found yourself in a mind flayer colony and have asked to be made into a mind flayer. Now what? Well, there are a few ways this can go. You could be...

- **Immediately killed** by thralls or by a <font color=darkred>**mind flayer's**</font> Mind Blast.
- **Made into a thrall** and tasked with looking after the mind flayer colony or, if you're lucky, massaging the elder brain.
- **Captured and experimented on**, possibly having your brain extracted to create an <font color=darkred>**intellect devourer**</font>, a mind flayer's favorite pet.
- **Approved for ceremorphosis**, and get to become a mind flayer. Hooray!

Let's assume we're at scenario No. 4. What's likely to go down is this: A mind flayer will strap you down to a table, pluck an illithid tadpole from a pool, and then let it gently crawl its way into your brain through either your eye, ear, or nostril. From there, the horrifying transformation process begins!
### 3. Wait for Ceremorphosis to Complete

A captured githyanki recoils from an illithid tadpole as it crawls on her face.

Over the following week, you'll slowly go from a jolly fan of mind flayers to a full-fledged psionic menace. Except, there's just one complication: There won't be much of you left after ceremorphosis. As you turn into a mauve-colored, tentacle-faced monster, your brain will slowly be devoured by the illithid tadpole that crawled its way into your skull.

There is a silver lining here, though. The fully grown mind flayer that was formerly you will retain some of your memories. Perhaps it'll even remember which village you came from! Now your friends can join you in the Underdark!

<div class='footnote'><font color=darkred>BECOMING A MIND FLAYER (PLAYER)</font></div>

\pagebreakNum

## Playing As a Mind Flayer

Let's say that the process of ceremorphosis is complete, and your old character has been replaced by the ruthless <font color=darkred>**mind flayer**</font>. In tabletop D&D, you could talk to your Dungeon Master about getting to play as this aberrant monster. With a CR 7, a mind flayer would be a powerful asset for the party. However, expect few DMs to be comfortable with this.

As a general rule, once your character becomes a mind flayer, they fall under the control of the DM as an NPC. Balancing combat encounters with a monster on the party's side can be tricky, too. So, expect a swift "No" and be prepared to respect that.

But let's assume your DM is comfortable with you playing as a mind flayer. Your stint may be short-lived, all things considered, but there's ample roleplay opportunity in being a mind flayer and for party members having to ally themselves with one. Let's cover what your run as a mind flayer could look like.

> ##### Leveling Up Your Mind Flayer Abilities in Baldur's Gate 3
> 
> In a July 31, 2023, blog post, Larian Studios shared how players can wield the power of mind flayers in Baldur's Gate 3. Hunt down illithid tadpoles throughout the Forgotten Realms and consume them to level up your latent illithid powers. But beware: There's a cost to tapping into the might of mind flayers. You may draw the displeasure of your companions and even complicate matters on your adventures. But hey, you could gain the ability to turn into a <font color=darkred>**displacer beast**</font>, so it can't be all that bad, right?

### Mind Flayers Have Big Egos

Mind flayers subjugate others not only because they see themselves above basic chores. They believe themselves to be above all other intelligent creatures. They have little regard for the well-being of others, and that's reflected in combat. In a fight, they'll interpose their thralls (your party members?) between them and their enemies. If an enemy gets too close, they'll grapple them with their tentacles and use the all-too-rich Extract Brain action. Throw a mob at them, and prepare for the area-of-effect Mind Blast.

Suffice to say, you're not above getting dirty, but you'd much rather your friends do most of the work. And you won't sweat if a few of them die in your honor.
### They Feed on Brains, And That's Not Nice

There's nothing like cracking open a humanoid's skull and slurping down some brains to take the edge off a long adventuring day. But where do you get your brains? You might capture enemies and keep them alive until it's time to eat. Or perhaps you might wander the battlefield after a good fight and feed on the remains of your more intelligent enemies. Either way, your party members may have a thing or two to say about the brain eating.

Of course, if they can come to terms with it, your love of whipped brain matter could be an asset. When a mind flayer consumes a brain, they also devour its memories. Imagine sifting those memories to discover a secret entrance into a hideout or learn the origins of a mysterious artifact. Keep in mind, though, that hiding the brain eating from other party members only to have them discover your habit could lead to some awkward conversations.
### The Far Realm Is a Nightmare, And a Place Called Home

Nautiloid ships fly above a sea of eyes and a misshapen castleMind flayers are the stuff of nightmares, so it's only fitting that they call the Far Realm home. It's a place of eldritch horrors, where the rules of reality bend and snap, and where certain truths are so terrible that they can destroy most mortal minds. To you, though, it's nostalgic seeing writhing piles of flesh and eyeballs and contemplating the end of the universe.

Few mortals can say they've journeyed to the Far Realm and returned unscathed. The place is beyond the planes of existence, and may even function outside the known D&D multiverse. Not only did it serve as the birthplace of mind flayers, but creatures like the <font color=darkred>**aboleth**</font> and <font color=darkred>**beholder**</font> have their roots in the Far Realm. Most notably, the Far Realm is home to Great Old Ones, beings whose motivations may be unclear and whose machinations may not come to fruition for eons.

If, as a mind flayer, you have hidden knowledge about the Far Realm or can survive its destructive influence, you could support your party in unusual ways. Perhaps you can trap enemies there or access certain knowledge in the Far Realm that your party otherwise could not.
### Nautiloids Are A Unique Means of Transportation

In case you were wondering what kind of ship was floating around in the opening cinematic of *Baldur's Gate 3*, that's a nautiloid. These ships are made by mind flayers for space travel. After all, how else are you supposed to conquer whole worlds? Teleportation magic is very hard on the spell slots, you know!

True to their creators, a nautiloid has grasping tentacles to trap other ships and creatures in place, ensuring their demise. And just like in *Baldur's Gate 3*, a nautiloid can teleport to other planes of existence, such as the Nine Hells. For players enjoying Spelljammer: Adventures in Space, a nautiloid is a powerful ship for your adventures. Weaker foes may avoid you altogether, though your presence could draw unwanted attention from more powerful do-gooders.

<div class='footnote'><font color=darkred>BECOMING A MIND FLAYER (PLAYER)</font></div>

\pagebreakNum

### When Ceremorphosis Goes Wrong

If you can escape the mind flayer colony and the siren's call of its <font color=darkred>**elder brain**</font>, there's hope yet for your survival. Not much hope. But still, hope.

Ceremorphosis can go wrong. Perhaps the illithid tadpole never reached your brain, and it died. Or you were never a compatible host for the tadpole. Most giants typically can't be turned into mind flayers, for example. The two-headed <font color=darkred>**ettin**</font> requires two illithid tadpoles be implanted to be properly transformed, and even then, it comes out as an ettin ceremorph, an intelligent but more brutish counterpart to the mind flayer.

Gnomes also can come out looking a little odd. The <font color=darkred>**gnome ceremorph**</font> is a mind flayer but for its adorable size, innate talent for invention, and love of <font color=#58180d>laser pistols</font>. But I digress. The point is, ceremorphosis can go wrong, and when it does, it could be to your benefit.
### Player Options for Those Who Survive Ceremorphosis

In *Baldur's Gate 3*, the process of ceremorphosis is interrupted for your fateful adventurer. But the illithid tadpole lodged in your brain grants you limited telepathic abilities. You can emulate this in tabletop Dungeons & Dragons, and even take it further with player options found in books such as *Tasha's Cauldron of Everything*.

If you want to toy around with D&D builds, try out our character builder. You'll make some choices about your D&D character, and it'll spit out a digital character sheet that makes it easy to jump into the game.

#### Subclasses

- **Aberrant Mind Sorcerer:** You've adopted the psionic powers of the illithid tadpole in your brain. You can speak telepathically with others, and even silently infiltrate their minds with spells such as <font color=purple>*calm emotions*</font> and <font color=purple>*detect thoughts*</font>.
- **Great Old One Warlock:** Your connection to an illithid tadpole may have caught the attention of a Great Old One, a being so ancient that its presence may even be a mystery to the gods themselves. In return for your service, this entity grants you telepathy, magic to manipulate and deceive others, and psychic shields. Serve your patron well enough, and you too can make a thrall to serve you.
- **Psi Warrior Fighter:** What is a fighter who hones their psionic powers like a blade? A badass, that's what. The Psi Warrior uses their limited psychic abilities to create protective shields, empower their strikes, and move creatures and objects around the battlefield. Try to infiltrate their mind, and you'll find a bulwark guarding them.
- **Soulknife Rogue:** You harness psionic energy to create blades that strike at your enemies' minds, to create telepathic connections with others, and to correct course when you make mistakes. You have all the talents of stealthy rogues but can bend the mind flayer's innate psionic power to your benefit.

\columnbreak
#### Feats

- **Telekinetic:** No, that's not the work of a poltergeist; it's the power of a character with the Telekinetic feat. Improve one of your mental ability scores, snag <font color=purple>*mage hand*</font> to manipulate objects from afar, and control the battlefield by shoving your enemies and allies.
- **Telepathic:** The best option for *Baldur's Gate 3* players looking to port their characters over into the tabletop RPG. This feat improves one of your mental ability scores, grants telepathy, and allows you to tap into the minds of others to read their thoughts and possibly dig through their memories.

> ##### Take This Background As a Ceremorphosis Survivor
>
> Whether the illithid tadpole granted you psionic powers or simply lies dormant in your brain, the experience of being captured by mind flayers could define your D&D character. The Haunted One background from *Curse of Strahd* could reflect the change in your character as they contend with the horrors of their past.

<div class='footnote'><font color=darkred>BECOMING A MIND FLAYER (PLAYER)</font></div>