Everything You Need To Know About Mind Flayers

The mind flayer, also known as an "illithid", is one of the coolest, most "D&D" monsters out there. They have tentacle heads, they have psychic powers, and they eat brains. In most games, when the heroes run into a mind flayer, the players break into a sweat. They are powerful, dangerous, disgusting... and weird.

We are going to go over the mind flayer of each edition, and then look at a few products and articles that can help give you a feel for how mind flayers can be used in your game. There is so much material on them that I can only highlight what I feel is the best and most interesting stuff out there.

I do these articles because as a DM, it is time-consuming to do this research. There is so much cool stuff spread over so many editions that can make your game better. I like to try to collect it all into one concise document so that you can get the most out of the creature. There is nothing worse than when you've run a campaign using some monster and when it's all over you stumble on a sourcebook that would have made it five times better.

Out of everything, the one product I would suggest that you check out is The Illithiad. That book is brimming over with creativity, and somehow it has been completely overlooked in the D&D community.

AD&D 1st Edition

- They detest sunlight
- They consider "humanity" to be cattle
- If it hits you with a tentacle attack, it reaches your brain in d4 rounds and... you die. Then it eats your brain. Good gawd.
- They can dominate you magically.
- "It is also rumored that these monsters have a city somewhere deep beneath the earth."
- They have mind blast, but it is not detailed. I guess mind blast was one of the 1e psionic powers in the player's handbook. I believe Gary Gygax would later state that he regretted putting psionics in the PH, because they were not fully developed.
- There is this odd little cartoon of a mind blast..

AD&D 2nd Edition

- This mind flayer is drawn by the great Tony DiTerlizzi. It's probably not the definitive take on the monster, but it's pretty good.
- This monster has 90% magic resistance. NINETY PERCENT.
- In this version, mind flayers have no spoken language. They communicate telepathically which is accompanied by "hissing".
- Mind Blast: A 20 foot cone that stuns you for 3d4 rounds. It then will try to grab a stunned victim and run of with them.
- This version can plane shift and charm, and there's a few different ways for it to extract a brain in d4 rounds.
- Each illithid has 2 charmed slaves.
- Mind Flayer communities are run by elder brains, a pool of briny fluid that contains the brains of the city's dead mind flayers. It has a telepathic range of 2-5 miles, and can warn mind flayers of the presence of thinking creatures. Your heroes are doomed if they think they can sneak up on one of these places.
- They spend their days arguing about the best ways to conquer the Underdark, and they inflict pain on their captives for amusement.
- They spend their first 10 years of life as tadpoles, and live to the age of about 125.
- Illithids are hermaphroditic. They produce two tadpoles in their lives.
- They have a suite of psionic powers from the 2e Complete Psionics Handbook. Fun Fact: The name of this blog comes from that book. A "power score" is when you roll exactly the number you need when using a psionic power. It's like a critical hit.

D&D 3rd Edition

- While it is not my favorite, the artistic depiction of the mind flayer in this book is pretty much their iconic, fully-realized look. Black robes, skulls, and a big villainous collar. There is also a Wayne Reynolds painting of a mind flayer sorcerer which is beyond awesome (I couldn't squeeze it into this article, which is already overloaded with art).
- They are completely self-serving, and will think nothing of deserting their allies in the face of danger.
- Mind blast still stuns for 3d4 rounds.
- It uses the complicated grapple rules for each tentacle. Once all four tentacles are grappling the target, the brain can be extracted.
- They have a handy section on tactics. Here's how they suggest that a mind flayer fight go down:
Round 1: Mind Blast
Round 2: Charm a non-stunned foe (I guess the flayer could either run off with the charmed one, or have the charmed guy stab his or her fallen comrades!)
Round 3: Order charmed foes to protect you. Or plane shift away (Can you plane shift while carrying a stunned foe?! Man...)
Round 4: Eat Brains

D&D 4th Edition

- In this edition, it is explicitly stated that mind flayers come from the Far Realm.
- Mind Blast dazes enemies, and mind flayers are invisible to dazed creatures. Yikes. Of course, invisible in 4e is tricky. Depending on your DM, invisibility is basically just a -5 to hit and no line of sight.
- The "bore into brain" power does 3d6+5 damage and dazes. If the target drops to 0 HP, the brain is eaten. This is amusing because doing 3d6+5 damage to a 12th level PC isn't exactly going to drop them to 0 HP in a few rounds. I should probably look at the Monster Vault version of this monster...

(OK, here is the Monster Vault version....)
- They re-use the 3.5 art. It's a pretty definitive depiction, but it still rubs me the wrong way when they re-use art like this (unless it is truly epic).
- Mind flayers are attempting to create the perfect slave race.

- "Mind flayers use other creatures to reproduce. They implant a juvenile illithid inside a victim's skull, where the tadpole-shaped offspring eats the creature's brain". Yeearrgggh. The pic to the right from Lords of Madness gives me the heebie jeebies.
- Mind Blast still dazes, but dominates on a critical.
- They can burn an action point to potentially get this combination off in one round: Tentacles attack does 3d6+5 and grabs. Then, Manipulate Brain does 4d6+10 and stuns the target!
- It also has powers over thralls. It can use a minor action to make a thrall attack. It can teleport a thrall when it is about to be hit with a melee attack.
- There's other mind flayer monsters in each book, I'm just giving you the lowest level "baseline" version. Otherwise we'd be here all day.
- It says the ultimate goal of the mind flayers is to take over all of the planes and reshape them in the Far Realm's image.

D&D 5th Edition (Well... final playtest version)

- As of this writing, the Monster Manual isn't out yet. So, we'll take a look at the version of the mindflayer in the final playtest packet.
- It seems a bit weak at first glance: AC 13, 44 HP.
- It has advantage on saves vs magic, and can use telepathy within 100 feet. It can auto-sense the thoughts of intelligent creatures within 100 feet. That's pretty cool.
- Mind Blast: 60 foot cone, fail your save means that you take 13 damage and you're stunned for one minute! That's more like it. You get a save at the end of each of your rounds to shake it off.
- It can grapple with its' tentacle attack, and then can extract brain with a +7 to hit. Hit: It devours your brain. Wow.

The whole brain-eating thing is so gruesome. It's very 80's horror. It really sets the mind flayers apart from other creatures.

Dragon Magazine #78 - Ecology of the Mindflayer

I hate the ecologies written in short story form. I'm going to try and wade through this thing. Here's the details gleaned:

- Mind flayers wander the planes.
- Bright light overwhelms their visual nerves and leaves them in agony - it can't even use psionic powers. It is helpless. Yeah, I don't know if you want to implement this. One light spell will nullify your mind flayer encounter.
- The illithid cities don't generally have stairs, because they can levitate.
- Their cities are lit by patches of glowing spores. Their guardian creatures include wererats, beholders and grimlocks - creatures they wouldn't eat.

This article wasn't so bad, though not especially useful. The story is about a githyanki telling a party of heroes about mindflayers. Once the PCs mention the githzerai, the githyanki flips out and tries to kill them.

We should probably talk about them a bit. Basically, the gith forerunners were this slave race of the mind flayers. They revolted and escaped. their leader, Gith, wanted to wage an Eternal Crusade against the mind flayers. Some members of the gith race wanted nothing to do with this and left. The dissenters evolved into githzerai. The crusaders evolved into githyanki.

Githyanki: Warriors who live in the astral plane, originally led by a woman known as Gith. Gith's soul has, I believe, been trapped in hell and is one of Dispater's prize possessions. The githyanki are ruled by a lich-queen named Vlaakith. The githyanki scour the planes, hunting illithid.

Githzerai: Kung fu monks who worship their ancestor Zerthimon.

The githyanki had an alliance with red dragons. This pact was shattered in the 4e Scales of War adventure path, but I'm not sure if that is going to stick or not. So basically, you can have githyanki riding red dragons in the astral plane if you want.

The other enemy of the illithid is the drow, obviously. They fight over underdark real estate. Plus, brains.

Dragon Magazine #150 - The Sunset World

This is another short story sort-of article about mind flayers. Some guy who travels the planes is giving a talk on mindflayers. It is pretty dry. Here is an excerpt:

"Our Monzari guides brought two lean, doglike creatures they called szarkel. The szarkel are imposing and graceful beasts, but difficult to control; we found them to be a great hindrance and nuisance. We will present you with a short monograph on the breed and its affinities; I recommend that you attend that meeting, for reasons that will become clear."

Yes, please, by all means send me a monograph about the szarkel.

- The Sunset World is also known as Ssirik Akuar. I get the impression the planet doesn't rotate. The dim, red sun doesn't cross the sky. It just gets smaller and bigger over the course of 20 weeks.
- The Sunset World has lots of oozes and fungi.
- It is explained that when a mind flayer's tentacles wrap around your head, a sub-tentacle detaches and burrow into your skull. once it touches the brain, it causes instant death. Some of the illithid's mouth parts serve as bonesaws.
- The illithids have a slave-race that are like baboons.

Not much there. Lots of pages though.

AD&D 2nd Edition Ravenloft -  Thoughts of Darkness

In second edition, there was a Ravenloft adventure that was all about... mind flayer vampires! I ran it, and it was so difficult that my group fled after the very first encounter. The PCs were super-powerful, but I had underestimated these monsters in a major way.

The elder brain in this adventure recruited the aid of a descendant of Strahd - her name is Lyssa Von Zarovich.

Here's how you make an illithid vampire: Take some dude, insert a mind flayer egg into him, then have a vampire bite him. The mindflayer egg grows and explodes out, and you got yourself a vampire mind flayer tadpole.

- Vampire illithid are wildly insane and uncontrollable.

AD&D 2nd Edition - The Illithiad

I mentioned this briefly in my article about The Best Adventures of All Time. In that, I discussed the mind flayer trilogy by Bruce Cordell. The Illithiad is also by Bruce Cordell, and contains an astonishing amount of ideas and material for illithids.

- Ceremorphosis: When you stick an illithid tadpole in a helpless humanoid's ear, and it burrow into their brain, eats it and melds with it. The body slowly transforms into that of a mindflayer. Only certain humanoid races are acceptable for this process, such as humans, elves, orcs, etc. Halflings, dwarves, and giants (!) are not.

- Collapse Time: This is a psionic power some mind flayers have. They can crystallize time, forming a dollop of thick material called quintessence. Stuff coated in quintessence is protected from the ravages of time.

- Imprint Psionic Circuitry: Some mind flayers have this power, where they can imprint items or people with "psionic circuitry". The circuitry can store psionic energy (PSPs in 2nd edition), create dimensional portals, etc.

Illithids sometimes imprint psionic seals on objects or people. They have all sorts of effects, like allowing you to heal 2d10 hit points once per day, reflecting a spell back on its' caster (!) once per week, or acting as a skeleton key once per day.

- The God of the Illithids: Ilsensine, a giant green brain. It has a trusty sidekick/exarch named Lugribossk.

- The Elder Concord: Each illithid community is ruled by a collection of mind flayers, who belong to the different creeds (factions).

- The Creeds: Mind Flayers are members of different factions. These are:
The Creatives: They make psionic/magic items.
Tha Awaiters: Long-term schemers. Believe that Law guides Chaos.
The Possessors: They want to acquire wealth.
The Tamers: Warrior illithids.
The Thorough Biters: They believe that learning new concepts only occurs through failure.
The Nourishers: These are almost thrall-sympathizers. They take care of thralls and make sure they are not "taken for granted".

The Abysmal: They believe in making sure other races regard illithids with terror and disgust.
The Influencers: Unearth secrets
The Darkeners: They are always looking for ways to extinguish suns.
The Gatherers: They want to combine the scattered illithid communities.
The Arisers: They wants to dominate the surface world in spite of the sunlight.
The Venerators: Priests of Ilsensine.

Qualith: Their written language. It's sort of like braille, with lines instead of dots. They run their four tentacles over the lines to read.

There's tons more, including magic items, a complete illithid community, and stats for all sorts of creatures, including cranium rats and brain golems. In my opinion, this is the book you need to get the most out of mind flayers and really use them well in your campaign.

D&D 3rd Edition - Lords of Madness: The Book of Aberrations

This 3.5 book details certain creatures extensively, including aboleths, beholders and mind flayers. The mind flayer section kind of rehashes a lot of information from earlier editions. There is some nice art and a few nuggets of wisdom.

- Elder Brains can make brain golems out of the brains of intelligent creatures and "an extruded portion of its' own mass". They often serve as an elder brain's physical "hands". Mind flayers regard them with awe.

- The book has a very detailed mind flayer city, called Lagurno, and a fully-fleshed out mind flayer lair. Both of these are basically entire adventures for you to use.

AD&D 1st Edition - Expedition to the Barrier Peaks

I feel the need to include this as well. This is an adventure where your heroes come across... a crashed spaceship. You could access different parts of the ship through the use of colored cards. One creature on this ship is a mind flayer.

You, the DM, are going to have to figure out how you want to portray the mind flayers in your game. Are they from the mad Far Realm? Do they travel the planes, enslaving and devouring worlds? Do they fly through space on magic spelljammer ships? Or are they a technological space race?

That would be the one drawback to The Illithiad. Some of the items in there might be too "sci fi" for some DMs and players. All I can say is, don't let it scare you off. Use what feels right and change or ignore what you don't like. There is a mountain of great material here. Make it your own!

And don't forget to check out this goofy cartoon.