Mind-Flayers (Illithids)

Also called "Illithids" or "Brain-Eaters;" Mind Flayers are evil and sadistic beings hailng from the Far Realm. Illitiids are humanoid in appearance, but with a four-tentacled octopus-like heads.

These beings are feared throughout the Underdark, for their telepathic abilities and usually arenot without two or more slaves, mentally bound to each individual mind flayer. Although Min Flayres cooperate to achieve a goal, they will back away at the first sign that something is not profitable to themselves. Flayers are capable of speaking Undercommon, but preferr telepathic communication and will attempt to mentally dominate any non-slave, non-illithid they meet. They feed on the brains of sentient creatures and are thus feared. Their natural psionic abilities also made them respected in the eyes of the Drow, Beholders, Duergar, and the other dominant races of the Underdark.


Mind Flayers are originally from Charos; the Realm of Madness, where for thousands of years they had an enormous empire on their world. (see below). That empire collapsed and many mind flayers fled to Corwyn in hiding in deep underground caverns throughout the Underdark. They are still hunted today by both Githyanki and Githzerai warbands.


The mind flayers were feared by all beings in the Underdark because of their great mental prowess. Every illithid had a small array of mind-affecting spells to take control of their prey, as well as a powerful mind blast to affect a multitude of foes. The mind flayer's mind blast was a 60-foot (20-m) cone that stunned anyone caught within it. The mind flayer could also innately cast three mind-affecting spells: charm monster, detect thoughts, and suggestion. Mind flayers were also capable of casting levitate and plane shift.

Mind Flayer Diet


Normally, a mind flayer would use its mind blast ability to stun a few foes and then drag them away to feed. Once it had its victims, it would attach all of its tentacles to the head of its victim. Then, the mind flayer sucked out the brains, instantly killing the victim, as long as it only had one head. The mind flayer used its other spells mainly to enslave its minions and keep them under total control, as well as on the battlefield.


Mind flayer communities ranged in size from two hundred to two thousand, and that was counting only the illithids. Each mind flayer in the community likely had at least two slaves to do its bidding. In these communities, the number of slaves often far outstripped the number of mind flayers. For example, the illithid city of Oryndoll had a total population of 26,000, but mind flayers only account for 3,450 of that number.

When problems arose or the mind flayers wish to discover some secret, they formed inquisitions. These inquisitions were made up of a team of mind flayers, not unlike an adventuring party—each mind flayer used their own talents and abilities to achieve the inquisition's goal. If a situation was too large for just an inquisition to handle, the mind flayer community put together a cult. A cult was much larger than an inquisition and was spearheaded by two mind flayers who constantly vied for greater power within the cult.

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

Some mind flayers underwent a process called laceremorphosis, which made them bigger, stronger, and more powerful than regular mind flayers. They became ulitharids or illithid-nobles, and possesed six face tentacles instead of the regular four.

A urophion was a subspecies of mind flayer created as guardians for a mind flayer community. An urophion was a roper that had survived the tadpole implantation process. They were usually treated as second-class citizens but were permitted to join with the elder brain upon death.



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

Mind flayers once worshiped a god called Maanzecorian, though this fact was unknown to most other races

The great Illithid Empire on Charos

The most powerful race on Charos is clearly the Illithids, who once formed a huge empire that controlled much of Charos for thousands of years. The Illithids used the Gith as their slaves and ruled them, controlled them and fed on them. This far flung empire across the world of Charos seemed invincible. But along came a young slave called Gith, who slew her master after learning the secrets of fighting the terrible mind-control effects of her Illithid masters. She and her followers began a rebellion that soon spread across Charos. The uprising lasted centuries, and millions of Gith perished, because the freed Gith were forced to fight legions of their brothers and sisters who were still enslaved by their Illithid masters. The war was bitter and the vengeful Gith slaughtered every single Illithid they could find. Whole cities were destroyed and great regions of Charos were laid waste. Finally the Illithids were defeated and their extermination seemed close at hand, but a Gith general named Zerthimon betrayed the Gith people and slew Gith herself, causing the two sects to be estranged and eventually become two separate races called the Githyanki and Githzerai. From that point onward, those two races were ever at war with each other and they hated each other as much as both groups hated the Illithids. It was only because of this dissention that the Illithid race survived, although they were far weaker and fewer than they had been. Most Illithids were forced to flee Charos and found refuge in the Underground lairs they now inhabit. But Githyanki hunting parties are ever vigilant and the Illithids are never really safe anywhere.

The Illithid City of Nak-Vorad


Population: 1 Elder Brain, 230 Illithids, 2,000 slaves/thralls

1st level: Entrance cavern; a large half-mile diameter cavern with 200-ft high ceilings. In the center is a small square stone fortress with four guard towers, and a 20 foot wall. Inside are about three-dozen small huts and a central stone dome structure. The huts hold about 300 grimlocks, and the dome holds 4 Illithid overseers. In the center of the dome a securely locked chamber that contains the entrance spiral stair going done vertically 100 feet to the next level.

Security is provided by 100 ordinary grimlocks manning the gate, walls, and towers, as well as 20 Grells who fly about the cavern edges and patrol its perimeter.

2nd level: Guard level. This level contains the entry foyer, surrounded by 20 Grimlock elite troops and 4 Illithids. Connected nearby is the main Grimlock barracks where an addition 40 Elite Grimlocks sleep. (1/3 are always on duty) Past it is the Gate to the city itself, which leads down a long passage to the main cavern below.

3rd level. The main cavern. This cavern is the city center. It contains 200-250 chambers cut into the walls of the cavern, which are the living quarters for the Illithid residents. These chambers are accessible only by levitate or flying ability. The main floor contains several areas:

1. The main pool
2. The arena
3. The laboratory complex
4. The tamer facility
5. The feeding pens
6. The temple to Ilsenene
7. the grand bazaar
8. the gates to the final level

4th level: the elder Brain is located here in a central circular chamber, there are birthing chambers allocated nearby for Illithid birth pods. There are also chambers for the attendants, senior Illithids who supervise the birthing process and attend the Elder Brain. All important conference with the ruling Illithid council called the Elder Concord are held in this chamber. In four alcoves around the Elder Brain chamber are four large Brain Golems


Illithids use the following creatures:
Grimlocks as thralls, guards and soldiers
Intellect devourers as pets and watchdogs
Grells as scouts and guards
Mooncalves as scouts and guards
Brain Golems as special guardians of important sites (the elder brain, birthing chambers)