___
___
> ## Encephalon GemmuleTSO
> *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** —
> - Challenge 3 (700 XP)
Proficiency Bonus +2
> ___
>***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.
\pagebreakNum
### Grell Psychic
Lurking close to a mind flayer **elder brain** is known to infuse grells with minor psychic abilities.
___
> ## Grell PsychicTSO
> *Medium Aberration, Chaotic Evil*
> ___
> - **Armor Class** 12 (15 with *mage armor*)
> - **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
> - Challenge 4 (1,100 XP)
Proficiency Bonus +2
> ___
> ### 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: *detect thoughts*, *mage armor*, *mage hand* (the hand is invisible)
> - 1/day each: *confusion*, *fear*
\columnbreak
### Mind Flayer Nothic
Originally **mind flayers**, these creatures have been transformed by some unknown source suspected to be from the Far Realm.
> ##### Mind Flayer NothicTSO
>
> 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.
\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
___
___
> ## Intellect DevourerMM
> *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.
> - Challenge 2 (450 XP)
Proficiency Bonus +2
> ___
>***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 *mind blank* 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 *protection from evil and good*. 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 *protection from evil and good*. 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 *protection from evil and good* 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 *wish*. 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.
\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.
___
> ## Intellect SnareTSO
> *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.
> - Challenge 8 (3,900 XP)
Proficiency Bonus +3
> ___
>***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.
\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 *elder brain*, 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 *flumphs* and telepathic planar beings such as demons, shifting their worldview and changing their alignment to match that of their new masters.
___
___
> ## MindwitnessMotM
> *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
> - Challenge 5 (1,800 XP)
Proficiency Bonus +3
> ___
>***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.
\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
___
> ## NeothelidMotM
> *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** -
> - Challenge 13 (10,000 XP)
Proficiency Bonus +5
> ___
>***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 *mind blank* spell, a *nondetection* 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: *levitate*
> - 1/day each: *confusion*, *feeblemind*, *telekinesis*
\pagebreakNum
### Psychic Gray Ooze
A **gray ooze** 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 OozeMM
> *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** --
> - Challenge 1/2 (100 XP)
Proficiency Bonus +2
> ___
>***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.
\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 FlayerVRGR
> *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
> - Challenge 5 (1,800 XP)
Proficiency Bonus +3
> ___
> ***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.
\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 **ulitharid**.
### 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.
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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 **flumphs** 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
Flumphs feed by siphoning mental energy from psionic creatures, and they can be found lurking near communities of **mind flayers**, **aboleths**, 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
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## 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.
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##### 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.
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## 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
### 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,
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beneath the surface of the ocean, or at the upper levels of the atmosphere — places where raids by their enemies are almost impossible.
### Ship SummaryAiS
As an action, a creature attuned to a nautiloid's *spelljamming helm* 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
Armor Class: 15 (wood) |
Cargo: 17 tons |
Hit Points: 400 |
Crew: 20 |
Damage Threshold: 15 |
Keel/Beam: 180 ft. / 30 ft. |
Speed: flying speed 40 ft. (4 ½ mph) |
Cost: 50,000 gp |
#### 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.
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## Id AscendantRotFM
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.
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#### 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 *psi crystal*. 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.
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#### 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.
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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.
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## BluetspurVGtR
*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.
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### 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.
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### 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 **mind flayers**, **intellect devourers**, 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 **vampiric mind flayers** 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.
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#### 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 **vampiric mind flayers**.|
|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 **displacer beast**.|
|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 **star spawn emissary**.|
|5| An acquaintance of the characters complains of reoccurring nightmares. The complaints stop when the dreamer is taken over by an **intellect devourer**.|
|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.|
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### 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 *remove curse* or *greater restoration* 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|
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|d6|Evidence|
|:---:|:---|
|4 |An antimatter rifle (detailed in the Dungeon Master's Guide)|
|5 |A missing person or otherworldly being transformed into a **brain in a jar**|
|6| The damaged corpse of a **vampiric mind flayer**|
#### 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.
\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
#### Flayer Slayer
*Weapon (Greataxe), rare (requires attunement by a specific individual)*
___
Carvings of decapitated **mind flayers** 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)*
___
**Mind flayers** 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 **mind flayers** 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.
#### Mind Lash
*Weapon (whip), rare (requires attunement by a mind flayer)*
___
In the hands of a creature other than a **mind flayer**, 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.
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#### Shield of Far Sight
*Armor (shield), rare*
___
A **mind flayer** 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.
\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.
> ##### AlterdeepDMM
>
>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.
\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 *cloudkill spell*, a *stinking cloud* spell, inhaled poisons, and the breath weapons of some dragons).
> ##### 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 *funerary brain jars* 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 **mind flayers**, 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 *psi crystal* is within 5 miles of it. The closer the object gets to the psi crystal, the more rapid the clicks.
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