Illithid (Mindflayer)

1. Research (+20%)
2. Prowl (+10%)

Description: The illithid, or mind flayer, is an evil and feared creature of the Underdark; its powers are formidable and it feeds on the brains of any creature it encounters. Using arcane powers, it enslaves or destroys its foes, which include such powerful creatures as drow and kuo-toa. Mind Flayers stand about 6 feet tall and have hideous mauve skin that glistens with slime. The head resembles an octopus, with white eyes (no pupils are evident) and four tentacles around its beak-like mouth, a round, many-toothed orifice like that of a lamprey. The creature has three reddish fingers and a thumb on each hand. Illithids have infravision. They can communicate with any creatures via innate telepathy; they have no spoken language, although they often accompany their thoughts with hissing, and the eager lashing of their tentacles. Mind flayers dress in flowing robes, often with high, stiff collars, adorned with symbols of death and despair.

The nobles of the Illithid society, the ulitharid possess extraordinary gifts of strength, and a vile, malicious intellect and are treated as minor godly beings by their normal mind flayer brethren. The tadpoles that became ulitharid appear normal, but are changed by some unknown force. The unique nature of the altered tadpole is not apparent until it undergoes the process of Ceremorphosis, where the usual procedures of morphological alteration to the host body are altered and the resulting mind flayer displays a pair of unusually long mouth tentacles not seen in other illithid. The ulitharid also exhibited psychological changes in addition to the physical, demonstrating a harsher, more spiteful temperament than other mind flayers. Ulitharids are also extremely rare within mind flayer enclaves; less than one in a hundred illithid tadpoles will develop into an ulitharid. The Ulitharids form the elite nobility of mind flayer society, with their rarity supporting the reverence they receive from other illithid, who view them as a blessing and second only to the Elder brain. Their ego reflects their privileged position, as they view the common mind flayer as a lesser being nearer to illithid spawned abominations like Urophions than themselves.

Combat: The mind flayers are feared by all beings in the Underdark because of their great mental prowess. A mind flayer's preferred method of attack is the mind blast, projected in a cone 60 feet long, 5 feet wide at the mind flayer, and 20 feet wide at the opposite end. All within the cone must make a saving throw vs. wands or be stunned and unable to act for 3d4 rounds. Normally, a mind flayer will 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 uses its other spells mainly to enslave its minions and keep them under total control, as well as on the battlefield. They also have the ability to craft psionic seals. The illithid keeps some victims as slaves and feeds on the brains of the others. A mind flayer can also use its tentacles in combat; it does so only when surprised or when attacking a single, unarmed victim. A tentacle which hits causes 2 hp damage and holds the victim. A tentacle does no damage while holding, and can be removed with a successful bend bars/lift gates roll. Once all four tentacles have attached to the victim, the mind flayer has found a path to the brain and kills the victim in one round. If preferred, the GM can simply roll 1d4 for the number of rounds required to kill a struggling victim. A mind flayer can also use the following arcane powers, one per round, as a 7th-level mage: suggestion, charm person, charm monster, ESP, levitate, astral projection, and plane shift. All saving throws against these powers are made at a -4, due to the creature's mental prowess. If an encounter is going against a mind flayer, it will immediately flee, seeking to save itself regardless of its treasure or its fellows. An extremely dangerous foe in combat, Ulitharids threaten foes with their powerful mental attacks and long reach, in addition to forming a psionic protection somewhat akin to mage armor. Their formidable mental powers are their greatest weapon. Wielding mind blasts, charms, the power of suggestion, and the ability to dominate the mind of both man and beast, they are extremely dangerous to face in combat. They also possess the powers to shift planes and create dimension doors.

Habitat/Society: Mind flayers hate sunlight and avoid it when possible. They live in underground cities of 200 to 2,000 illithids, plus at least two or more slaves per illithid, mentally bound to each individual mind flayer. 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. All the slaves are under the effects of a charm person or charm monster, and obey their illithid masters without question. Although Illithid cooperate to achieve a goal, they will back away at the first sign that something was not profitable to themselves. They 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. The center of a community is its elder-brain, a pool of briny fluid that contains the brains of the city's dead mind flayers. Due to the mental powers of illithids, the elder-brain is still sentient, and the telepathic union of its brains rules the community. The elder-brain has a telepathic range of 2 to 5 miles, depending on its age and size. It does not attack, but telepathically warns the mind flayers of the presence of thinking creatures, so a mind flayer within its telepathic radius can be surprised only by non-intelligent creatures. The range of the elder-brain determines the territory claimed and defended by the community, though raiding parties are sent far beyond this limit. Mind flayers have no family structure. Their social activities include eating, communicating with the elder-brain, and debating on the best tactics to conquer the Underdark. For amusement, they inflict pain on their captives and force slaves to fight in gladiatorial games. Mind flayers are arrogant, viewing all other species only as cattle to be fed upon. They prefer to eat the brains of thinking creatures. When problems arise or the mind flayers wish to discover some secret, they formed inquisitions. These inquisitions are made up of a team of mind flayers, not unlike an adventuring party—each mind flayer uses their own talents and abilities to achieve the inquisition's goal. If a situation is too large for just an inquisition to handle, the mind flayer community puts together a cult. A cult is much larger than an inquisition and is spearheaded by two mind flayers who constantly vied for greater power within the cult. Some mind flayers undergo a process called laceremorphosis, which mades them bigger, stronger, and more powerful than regular mind flayers. They become Ulitharids or illithid-nobles, and possesed six face tentacles instead of the regular four.

Ecology: Mind flayers live about 125 years. They are warm-blooded amphibians, and spend the first 10 years of life as tadpoles, swimming in the elder-brain pool until they either die (which most do) or grow into adult illithids. On an irregular basis, adult illithids feed brains to the tadpoles, which do not molest the elder-brain. Illithids are hermaphroditic; each can produce one tadpole twice in its life. Mind flayer religion is mostly non-existent except fopr the worship of the mind flayer they call Ilsensine. Mind flayer ichor is an effective ingredient in a potion of ESP.

Elder Brain

An Elder Brain is the final stage of the mind flayer's life cycle. The elder brain lives in a brine-filled pool in the center of a mind flayer city, where it guides its community by filling them with dark dreams of illithid domination.

Number of 6 sided Dice:

Race	I.Q.	M.E.	M.A.	P.E.	P.B.	PER	LUCK
Elder Brain	4D6	5D6	3D6	4D6	1D6	4D6	3D6

Alignment: Any Evil
Hit Points: Standard
S.D.C. Base: 70
Natural A.R.: 5
Horror Factor: 17
O.C.C.'s Available: N/A
Special/Natural Abilities: Blind vision 120', 90% Magic Resistance, Spell like abilities, Mind Blast (see combat)
# Of Attacks: 4 with Tenticles or 3 by PSI or 2 by Magic
Damage/Attack: Tenticles do 2D6 or by magic Spell or Psionic Ability
Bonuses: +8 save vs. PSI, +1 to all strike rolls with Tenticles.
P.P.E.: 1D6x1000
Magic: Yes, Considered a Master Wizard
Psionics: Master
Average Lifespan: Effectively Immortal
Value: None
Languages: Can not speak Undercommon, Illithid, Drow, Gith, Dragon. Can learn other languages as per normal. Communicates through telepathy
Habitat: Underdark
Frequency: Ultra Rare
Organization: N/A
Activity Cycle: Any
Diet: Carnivore (Liquified brains)
Enemies: Githzerai, and Githyanki
Allies: Very loose alliance with the Drow
Height: 10' Diameter
Weight: 500 to 700 lbs.
Treasure: N/A
# Appearing: 1
Favourite Weapons: Magic or Psionic attacks
Racial Skills: N/A

Description

The elder brain's strong mind-affecting powers stemmed from the brains of long-dead mind flayers making up its viscous mass. Being composed of many brains as energy source for its intellect, it could communicate telepathically with any creature within a distance of 350 feet (110 meters) and sense the presence of any sentient creature within 5 miles (8 kilometers).

Combat

Although its intellect is of godlike proportions, its only physical attack is by using its tendrils to lash out at or grapple an opponent. Therefore, mind flayers protect their elder brain by securing it in a well-protected cave inside the city. An elder brain can quickly use psionic abilities or cast spells at the same time as it uses its tendrils to attack. It usually starts combat with a powerful mind blast. It can then use many psionic attacks such as charm and domination abilities. On top of those, it can cast spells as an extremely powerful sorcerer, making it an opponent to be feared. The elder brain can then use its tentacles to lash out against opponents, usually those paralyzed by its psionic attacks.

Society

Forming the physical and spiritual center of a mind flayer community, the elder brain serves as a living library of the community's history, technology, and knowledge. Playing this important role in a mind flayer society, it often doubles as an advisor in all sorts of political and military decisions, operating as the community's effective leader. An elder brain marks also the ultimate goal in every mind flayer's life when it nears the end of its lifespan. Mind flayers sacrifice their brains and individual lives by merging with the elder brain, strengthening its powers and intellect. The average mind flayer is unaware that their personality and consciousness are lost when joining with the elder brain, and only their knowledge and ideas survive. This is a fiercely guarded secret kept by the elder brains.