Mind flayers, also known as illithids, came to the natural world from the Far Realm long ago. They are usually encoun- tered in the Underdark, only venturing to the surface on special missions. This mind flayer uses its natural stealth to creep toward its enemies unseen, and then unleashes its mind blast. From its dazed foes, it chooses one creature to attack with its tentacles while relying on its stalk the senseless power to avoid attacks. If it succeeds in grabbing a victim with its tentacles, the infil- trator uses its bore into brain power until the victim dies or manages to free itself.

Illithids are hermaphroditic creatures who each spawn a mass of larvae two or three times in their life. The larvae resemble miniature illithid heads or four-tentacled tadpoles. Larvae are left to develop in the pool of the Elder Brain. The ones that survive after 10 years are inserted into the brain of a sapient creature. Hosts are determined in a very specific manner. Hosts generally are humanoid creatures that are between 5 feet 4 inches and 6 feet 2 inches. The most desirable of races for hosts are Humans, Drow, Elves, Githzerai, Githyanki , Grimlocks, Gnolls, Goblinoids, and Orcs. Upon being implanted, the larva then grows and consumes the host’s brain, absorbing the host’s physical form entirely and becoming sapient itself, a physically mature (but mentally young) Illithid. This process is called ceremorphosis. Illithids often experiment with non-humanoid hosts, but ceremorphosis involving other creatures usually fails, killing both host and larva. The transformation between the host (almost always a human or similar humanoid, such as a elf or dwarf) takes about a week, unless detected and removed within about thirty minutes of injection into the incapacitated host. the illithid (mind flayer) tadpole is inserted into the brain by means of the ear, eye, mouth, or wound.

When an Illithid undergoes ceremorphosis, it can occasionally take on some elements of the absorbed host creature’s former mind, such as mannerisms. This typically manifests as a minor personality feature, such as a nervous habit or reaction (e.g., nail-biting or tapping one’s foot), although the process that determines the type and number of traits so inherited appears to be stochastic. Some adult Illithids have even been known to hum a tune that its host knew in life. Usually, when a mind flayer inherits a trait like this, it keeps it a closely guarded secret, because, were its peers to learn of it, the Illithid in question would most likely be killed. This is due to an Illithid legend of a being called the “Adversary”. The legend holds that, eventually, an Illithid larva that undergoes ceremorphosis will take on the host’s personality and memory in its entirety. This Adversary would, mind and soul, still be the host, but with all the inherent abilities of an Illithid.

Occasionally, ceremorphosis can partially fail. Sometimes the larva does not contain enough chemicals to complete the process, sometimes there is psionic interference. Whatever the reason, it has happened that ceremorphosis has ended after the internal restructuring, resulting in a human body with an Illithid’s brain, personality and digestive tract. These unfortunates must still consume brains, typically by cutting open heads (as they lack the requisite tentacles). These beings are often used as spies, where they easily blend in with their respective host types.

Illithid society also maintains a long-standing taboo related to deviations to or failures of the ceremorphosis process and hunt and destroy such exceptions. Occasionally mind flayer communities are attacked (often by vengeful Githyanki and Githzerai) and their inhabitants must flee. This leaves the larvae unattended. Bereft of exterior nourishment, they begin to consume one another. The survivor will eventually leave the pool in search of food (brains). This unmorphed larvae is known as Neothelids. If the Neothelid consumes an intelligent creature it will awaken to sapience and psionic abilities and grow to immense size, while retaining its memories of savage survival. In Complete Psionic, it was revealed that Illithids have a step between larva and Neothelid called a Larval Flayer, which looks like an overgrown tadpole. The existence of these beasts is a guarded secret among Illithids, and it is considered impolite to speak of them.

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Human Form (All Stats per the human prior to turning with the following adjustment)

Stat Lvl Stat Lvl Stat Lvl Stat Lvl Stat Lvl
S 5 W 10 Hgt 18 R 8 Ready 3
D 5 Q 10 Wgt 14 Skill 8 (Tentacles) Damage 5
C 10 M 10 HP 48 Init 12+3 AP 0


Mind Blast (Weaken Will), Skill: 8+2,

AoE 4 5.0 meter radius (16.6 feet)
Effort 6 Power: 60 60
Range 0
Expected Drain 5

Those hit will lose 1 Will/power.

Control Sentient, Skill: 8+2,

AoE 0 Touch
Effort 20 Power: 200 200
Range 0
Expected Drain 15

This will control a person for a day.


Devour Brain (Transform Mana to HP), Skill: 8+2,

AoE 0 Touch
Effort 10 Power: 100 100
Range 0
Expected Drain 5

Those grabbed by the tentacles will lose 10 Will (or as many as they have) each 1 Will lost will add 1 HP. When the Mind Flayer does this it also gains the person’s memories.

Control Thought, Skill: 8+2,

AoE 9 3m x 5.08m AoE 5
Effort 5 Power: 50 Effort 5 Power: 50
Range 0 Range 0
Expected Drain 10

Control Thought allows the mental image of something to appear at Range distance and within the Area of Effect determined by the spell. The illusion can be anything of any complexity that the creator can imagine. However, the quality of the illusion is determined by the POWer of the spell. For each 10 power any viewer needs 1 success to disbelieve the illusion. Illusions our of place or absurd allow the GM to determine bonuses for the viewer to disbelieve. In addition, for each 10 POWer, the illusion will include one additional modality, if desired.