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Mind Flayers (Illithids)

(Rules for Player Character Illithids)

Hello! My name is... well, we'll not mind what my real name is, but some call me Bloodlust, and rightfully so. Mind flayers you say? Ahhh... the ever elusive Illithids. What would you like to know? Everything?!? Bah! There is too much to tell. But, what I can tell you, I will. Here is my story.

In the shadowy depths of the Underdark, roam a breed of amphibious, grotesque humanoids called Illithids. The communities of these beings are ruled unchallenged by what they call their "Elder Brain". Sitting in the center of their vast underground cities, the elder brain is the main source of power for the illithid, for within miles of the elder brain the illithid can sense any intelligent creatures and be directed to them, to capture and use them as slaves, or worse, food. You see, these beings are VERY intelligent, and there's a reason for that berk. The illithids eat brains and what they don't eat, they feed to their elder brain and with each feeding the great brain grows slightly more. Sure, they can survive on the brains of animals and other non-intelligent creatures, but they gain pure satisfaction out of devouring the mind of a sentient, intelligent creature, especially while it struggles, still alive.

With all the danger involved with going against these brutal bashers, one would think that people would leave them alone and not bother attacking them. But, here comes the rule of three's again. Mind Flayers are very powerful, and with their power they are able to overcome most obstacles and enslave entire civilizations, thus gaining any riches these civilizations may have had. And most green primes (planars are a bit more careful) are greedy and want to steal these treasures for themselves. So where are the three rules in this, you ask. I'll tell you:

1. Illithids are powerful.

2. With their power comes great wealth.

3. Too many poor sods are greedy and believe they can steal this great wealth for themselves.

Woe to the poor sods who follow these three rules, because more times than not, they will be scragged by these amphibious beasts and taken before their master as slaves or (shudder) food. Of course there are a rare few that have given the illithids the laugh. But these brave cutters are few and far between. But those that have managed to pull off attacking a band of illithids find that they have trouble sleeping at night, and feel that they are being followed during the day. This feeling of paranoia is nothing other than the elder brain reaching out to a berk's subconcious and prying his sanity away from him. Usually this is a passing thing that lasts for no more than a few days. But there are a few individuals that have experienced this strange paranoia for many years, and even a few who have claimed to been found due to the illithids "tracking" him mentally. Though, such claims are sure to be mere screed. Who would believe such a sod rattling his bone box about such things? After all, illithids being some of the most intelligent bashers in the multiverse are sure to change their tactics when going against the berk for the second time. So, I wonder how these berks can say they have been attacked twice by the same illithids and still be here to talk about it. Want my opinion? Well, here it is. I think that any sod who attacks a band of illithids gets what he deserves, and if he gets away with his brain box still attached to himself, so much the better. But don't be surprised if these canniballistic bashers come back for you en masse. And if (not that I'd believe you) you survived the second attack, then I'd take that as a hint and not wait around for the third. I've heard of these mysterious "third" attacks, and what I heard was nothing but disgusting. Here is a conversation I overheard while sitting at a table in an inn in Sigil. It was between two berks, a clueless sod of a prime, and a tiefling Taker. Their names you ask. I forget, for this is something I overheard many decades ago, when I was still a mortal drow just roaming the planes for kicks, but enough of that. Here is what I heard.

(T = tiefling member of the Fated faction)

(C = clueless prime)

T: Ya wanna knows bout what happens when a body irks the illithids and lives to escape eh?

C: Yes sir. I have heard of a few brave men who have wandered out unscathed from a land called "The Caverns of Thought".

T: Heh. Wandered out unscathed ya say?

C: Yes. At least that's what Barav told me. He said he left the Caverns after attacking something called "Ilsensine".

T: Poor Barav. He never attacked Ilsensine. Ya see little green prime, Ilsensine is a power, a god, as you prime berks might call them.

C: A god???

T: Ya, a god. But Barav did attack a city of illithids, and he did live to rattle his bone box bout it. Course, you seen 'ol Barav round lately?

C: No, why?

T: Cuz he died the other day. Chant says illithids got 'im.

C: They got him? But how? If he attacked their entire city, how were they able to catch such a powerful man?

T: Clueless berk! The illithids're smart ya see. They adapt well and learn from their mistakes. Course, I watched him get scragged once by the illithids and he managed to escape. This of course was after he had attacked their city.

C: You see. He escaped, as I said!

T: Maybe so, but obviously they came back. You see poor Barav anywhere around?

C: No.

T: Cuz like I said. He died. Ya see. He survived attacking their city and when they came to 'im to get their revenge, he gave em the laugh yet one more time. Then the rule of three intevened.

C: The rule of three? I heard of that. What is it?

T: Ahhh... well poor prime, your time has seemingly run out. If you say, buy me another cup of bub, then I'll tell ya what the rule of threes is all about.

C: Very well (heard mumbling something about "Greedy people here in this Sigil"). Barkeep! One more Olympian ale for my new friend here!

T: Thank ya.

C: Not a problem. Sheesh. Four gold and a silver for a drink? You drink expensive my friend.

T: Not really. Such a drink would cost ten times that in your backwater prime world.

C: Good point.

T: Anyway, where were we?

C: You were going to tell me about this "Rule of Threes".

T: Ah, yes. The Rule of Threes. The Rule of Threes is something we all have learned to accept. You see my dear prime, everything seems to happen in three's. We have Good, Evil, and Neutrality. We have Law, Chaos, and Neutrality. We have Planes of Law, Planes of Chaos, and Planes of Conflict. Ya see my little prime friend? The rule of Threes governs us all.

C: I think I get the picture. You mean to say that everything doesn't just have an opposite, but has something inbetween as well?

T: A prime way to look at it. But, yes, you seem to understand what I mean.

C: Good, now back to the illithids. You were saying that after Barav fought them for the second time the rule of threes then intervened.

T: Ah yes, as intervened is an understatement. More like the rule of three landed right in Barav's lap in a very hard way.

C: Do tell.

T: Well, after his initial attack against their city, he lived and spread the word around about his victory. He told me that he was experiencing nightmares in his sleep for a few weeks afterwards, but eventually they passed. Ya see, he was very paranoid after his fight with the illithids.

C: But that went away right?

T: One would hope. It still stuck with 'im, but it was rare that he'd actually wake up sweating. This, of course, was after dealing with chronic nightmares for many weeks.

C: Oh. So what happened then?

T: Well, this is how I heard it. About a month ago, he was walking in the Hive Ward, after a successful day fighting in the great arena. When suddenly he was struck motionless as a wave of psychic energy rushed through his head, knocking him to his knees. He didn't go unconcious, but he wanted to. The only reason he didn't was because he knew exactly what this was, and he thought to himself "There's no way in the Nine Hells that I'm allowing these berks to scrag me!". And to make a long story short, he scragged them instead.

C: Wait, if he got them, then how come he's dead now?

T: Remember berk! The Rule of Threes! This was only the Second time he fought with them. Keep your breech cloth from getting bundled, and listen to me you clueless sod!

C: Oh. Sorry. No need to yell.

T: Apologies. I sometimes forget about the time I was stuck in Pandemos for a week. I guess that howling place still affects me at times.

C: Pandemos?

T: Yes, a layer in the plane of Pandemonium. It howls with insane furies of wind. THEY HOWL SO MUCH THAT THEY MAKE PEOPLE INSANE AND CAUSE THEM TO YELL A LOT!!!

Barkeep: Hey! Keep it down over there!!!

T: Sorry!

C: Wow. I guess I should stay away from that place then.

T: Good idea berk.

C: Anyway, tell me about this third attack.

T: Very well. It was strange the way it happened. Of course, this iis all just hearsay, and I haven't proof of any of it. Tell ya one thing primey. I'm not sure I really believe it myself.

C: Go on.

T: Ok, well, here I got it. He was walking in the Lady's Ward the other day, and from what people says he just fell down, and started screaming. After about a minute of this, his brain started to ooze out of his ears and his eyes popped out of his brain box. After about another minute of this he stopped screaming.

C: Whaaa!!! How can this be? Mind Flayers aren't supposed to have mental powers THAT powerful. It must have been something else that killed him.

T: Something else? What else devours brains my friend?

C: (thinking)

T: Well?

C: I'm not sure.

T: that's because the illithids are number one of that list of creatures that eat brains. And I tell you, it was an illithid that killed poor Barav.

C: But how? How could they kill him without even being there?

T: Buy me another drink and I'll give you the secret to the tactics they used.

C: Barkeep! Another Olympian ale!

T: Ahhh... good. Now, lets go out for a walk, and I'll tell you how they did it.

This is where I got really interested in what was being said. I went invisible and followed them outside as they walked into a blind alleyway.

T: You see, the illithids're VERY smart, and they learn VERY quickly. When they fail something once, they learn from it and do whatever they can to make things right. Now, if they fail a second time, then they gather around their elder brain and "think" for a long time until they come up with a plan, something that will be sure to work. So far, I've not heard of the illithids failing to capture their prey after having a third chance at it, and I doubt I ever will.

C: Wait. You tell me this stuff as if you know exactly how it works. You said this was what you had "heard".

T: Well, the illithids have many powers to deceive a body's mind.

C: What do you mean?

T: You know something? I tired of this game. Poor little Barav, I hunger.

C: Why are you calling me Barav???

T: Because you are he. You see the tricks our minds are capable of playing on you. You sniveling, little worm.

C: Uhhh... OH MY ARRGGGHHHH!!!!!!!!!!!!!!!!!!

The words went silent after that as poor Barav's brains splattered against the cold pavement alleyway. It seems that as the tiefling was talking to him an invisible illithid snuck up on his from behind and attacked by pushing his tentacles through his ears. As the man screamed, the tiefling then took on its' true appearance, that of a noble illithid called an Ulitharid, and finished the job from the front side. So, it seems that the story was true, even from the mouth of an illithid. You may survive once and possibly a second time, but I have yet to hear of a berk surviving the third dreaded attack.

So, you still want to go off and attack an illithid do you? Well, remember one thing here. Not all illithids are evil and I'm sure you don't want to kill a creature of good, especially if you're a holy type like a paladin. Now, as drow occasionally have a rogue among them, so too do the illithids. Though a rogue illithid is far more rare than a rogue drow. Maybe one in a hundred thousand illithis will be rogue, and only by a margin. You see, to be a rogue illithid you must forsake Law and Evil. To be Lawful Neutral or Neutral Evil are somewhat acceptable to illithids, but if the alignment changes beyond that, then they are outcast from illithid society. They are generally killed and their brains fed to the elder brain, but there are a rare few that manage to escape. But woe to those who return to within five miles of their former society. You see, five miles is the maximum an elder brain can detect sentient life, so the illithid is nowhere near from being safe if he's within five miles from his former place of residence. There are a few illithids out there who are rogues, as I've said, but even fewer are those who are actually Chaotic or Good. A Chaotic Good illithid is unheard of, though I have no doubt to their existance. Keep this information known to you if you ever want to travel with an illithid.

Player Character Illithids

So you want to play an illithid eh? You must remember some important thing before even attempting to play one of these alien creatures.

1. They are exactly that. Alien! To walk into a town or virtually any settlement, they risk being strung up by the peery natives, who happen to fear things "not of their nature".

2. These are quite a bit more powerful than the standard AD&D races allowed for players. So, unless your DM allows such a thing, then you're out of luck berk.

3. Why would an illithid opt to leave its' culture behind? You must have an EXTREMELY good and well thought out background before playing one of these bashers.

4. Evil illithids would generally be banned as player characters by most DM's, but those who allow them must do so with caution. A "Good" illithid would not go around killing intelligent life to feed on their brains. Although brains are an important substance to the illithid diet, they do not have to be from intelligent creatures, nor do they have to be "extracted" while the creature is still alive. Most "Good" illithids will hunt for animals, and after the animals are dead, then they will eat their brains. A "Neutral" illithid would not have a problem with eating the brains of an intelligent being, but thewy would still not go out and kill them for just that purpose. They would eat the brains if the creature had been already killed, such as in battle, or someother fashion. These cutters seem to eat the brains of animals and intelligent beings, though it's easier to hunt for animals instead of going out and killing a man for food (which they are against anyway). An "Evil" illithid has no morals against going out and attacking an intelligent creature just to feed itself. The "Evil" illithids do much the same against people that their Lawful Evil counterparts do, only in various ways.

5. Because of their blasphemous ways (because they're rogues) they can expect no help from other illithids, and if one were to travel into an illithid city, the elder brain of that city would know immediately that this was a rogue and send the other illithids out to kill the rogue.

When keeping all this in mind, some players may be too intimidated by all the "rules" presented here. But these rules are here to preserve game balance. Sure, they may be moe powerful physically and mentally then the other player characters, but at least the others don't have to be paranoid all the time and worry about keep their skin attached to themselves as they wander throughout humanoid settlements. With that, now I present the rules for creating an illithid player character. Please refer to the Monstrous Manual for more information regarding Mind Flayers.

Racial Tables

Ability Requirements*


3/15 8/18 3/16 12/18 12/18 3/12

* The Above minumums and maximums apply before the ability adjustments are added or subtracted.

Ability Adjustments

+1 INT, +1 WIS

-1 STR, -1 CHA

Average Height and Weight

Height Modifier Weight Modifier

Base* Base*

64 2d8 140 3d10

* Height and Weight are measured in inches.


Starting Age Variable Maximum Age Range (Base+Variable)

18 2d4 110+3d10

Aging Effects

Middle Age* Old Age** Venerable***

43 72 110

* -1 STR/CON; +1 INT/WIS

** -2 STR/DEX; -1 CON; +1 WIS

*** -1 STR/DEX/CON; +1 INT/WIS

Level Limits

Fighter Ranger Paladin Wizard Cleric Druid Thief Bard Psionicist

8 N/A N/A U 12 N/A 14 N/A U

U=Unlimited N/A=Can't be that class

Single classed illithids can rise two levels above the maximum stated in addition to levels granted by high ability scores.

NOTE: Illithid clerics must choose a god other than an illithid god. Other illithids have forsaken them, so their gods would have as well.

Racial Adjustments for Thieves


-10 -5 +10 --- --- +5 --- ---

PP and OL are penalties because of the odd way an illithids' hands are. F/RT and DN are granted bonuses because of an illiithids keen perception.

Multiclass Options

An Illithid may become a multiclass in any of these following combinations.




Powers and Special Abilities

Most illithid powers have either been lessened or removed entirely. The reasoning for this is because they are no long embraced by the elder brain and thus being away for so long, they have lost many of their abilities. Those abilities that remain have been lessened to preserve game balance. The powers that Pc illithids no long have are these:

1. Suggestion

2. Charm Monster

3. Astral Projection

4. Plane Shift

The powers that PC illithids do keep are these, though they have been lessened to some point.

1. Magic resistance. All PC illithids start with a base of 10% MR rating. They add 2% per level they have achieved in their primary class (the first class listed for multiclassed illithids). Thus a first level illithid has a MR rating of 12% while a fourteenth level illithid has a MR rating of 38%.

2. The illithid mental blast is still in effect. It is projected in a cone 60 feet long, 5 feet wide at the illithid and 20 feet wide at the opposite end. All those caught in the blast must make a successful saving throw vs. wands or be stunned and unable to act for 3d4 rounds. It is important to note two things. One: other illithids are NOT immunte to this effect, and Two: PC illithids must watch out so they don't catch their adventuring party in the blast. The downside of this power is that the illithid may only use this power once per day, gaining an additional use per day for every five levels it has gained (level 1-4 once per day; level 5-9 twice per day; etc...).

3. Charm Person once per day. They do NOT give a penalty of -4 to the saving throw as a regular illithid does.

4. ESP once per day. Victims are allowed a saving throw (contrary to the spell description) with no penalties.

5. Levitate once per day.

The power an illithid has to suck a brain out of a victim remains the same whether it is a rogue or not. PC illithids may attack with their tentacles (but NO other forms of attack are allowed when they do this) and gain 4 strikes against a victim. Each tentacle causes the victim 2 points of damage as it boars into his head. When a tentacle successfully strikes a victim it holds him in place (but does no further damage). A tentacle does no further damage while holding, and can be removed with a successful Bend Bard/Lift Gates roll. Once all four tentacles attach to the victim the illithid has found a path into the brain and kills the victim instantly in 1d4 rounds. It is a good point to mention that while a Good illithid may use these tactics in combat, he will not use it to kill the opponent. A Neutral illithid will only do this is it is absolutely neccissary. An Evil illithid however, will use this any time it can get away with it. This is a very useful thing for Evil illithids especially on bound or stunned victims who are unable to struggle, because by attacking a victim with this method of attack who can not fight back is a sure way to instantly kill them in one round. Most DM's will need to keep a close eye on their players for misuse of this illithid ability. It is also important to note that an illithid thief does get a +4 bonus to attacking with a backstabbing attack, and that can be used with all four of the tentacle attacks.

Illithids are amphibious and therefore suffer no penalties to breathing when under water. This does not apply if the illithid were, let's say, in the Plane of Vacuum, because he's not really in water.

Illithids are hermaphroditic, and therefore never need to worry about anything such as a Girdle of Masculinity/Femininity.

Illithids normally speak through a natural telepathy that allows them to "speak" to any intelligent creature. PC illithids gain this ability somewhat, but it is reduced in power. They can speak telepathically to other intelligent creatures, but they must have devoted a non-weapon proficiency slot to learn the language first. Also, illiithids do not normally talk out loud, though they do grunt and make noises. If a PC wishes to speak out loud he may do so, but to learn how to do it will require two non-weapon proficiency slots to learn to talk EACH language.

Additional Special Abilities by Class

These are special abilities that a PC illithid gets from whatever class he belongs to. If the PC illithid happens to be multiclassed, then the player may choose which ONE of these ability he gets, as long as the DM agrees.

Fighter: If a natural role of 20 is rolled for a tentacle attack, then the victim must make a saving throw vs. death or be killed instantly as the tentacle immediately finds it's way into the brain. This is not against a Good or Neutral character, because in the midst of combat, death is what wins the battle. This does not mean that the illithid actually eats the brain, and this is the reason that it is allowed for any alignment.

Wizard: A PC wizard illithid has the ability to cast up to 3 spell levels worth of spells per day without losing them from memory. He must have them memorized to use them though. For example, a 5'th level wizard illithid can cast 1 Magic Missile and a Knock spell, 3 Magic Missiles, or 1 Lightning bolt per day.

Cleric: A PC cleric illithid has the same ability as the wizard does, only it is used for clerical spells instead of wizardly ones.

Thief: When backstabbing with a tentacle attack, the thief gets to make 4 separate attacks with a +4 bonus to hit. If all the attacks hit, then the victim must make a saving throw vs. death with a -4 penalty or be killed instantly as the tentacles boar into his brain. If the saving throw succeeds, then the victim takes normal backstabbing damage, which for the tentacles would be 2 points plus the multiplier for the thief's level.

Psionicist: PC psionicist illithids are some of the most terrifyingly powerful cutters around. They gain a +5 bonus to their initial PSP's and gain an additional +1 per level. In addition to this, they gain a random Wild Talent (and any prerequisites that come with it) starting at 1'st level and gain another one every 5'th level after that (one at levels 1-4; another one at levels 5-9; etc...).

Aditional Special Hindrances

In addition to all the roleplaying hindrances that come with playing an illithid (such as being hanged just for being an illithid) there are a few more things to think about before opting to play one of these mysterious beings.

1. PC illithids suffer a -20% experience point penalty. This is because they are so intelligent that they study and train TOO much and make sure they know EXACTLY what they are doing.

2. If a PC illithid comes within 5 miles of another illithid city (one that includes an elder brain) he must make a saving throw vs. wands with a -4 penalty or be struck unconsious as the elder brain "extends" his psyche into the PC illithid. In most cases this would result in the Pc illithid being picked up by other illithids and fed to the elder brain in question.

3. PC illithids must consume enough brains to live. Each day a PC illithid does not cunsume the required amount he suffers a reduction of one point to his Constitution. Once CON reaches 0, the PC illithid dies. This will rise up once point per day as long as the PC illithid consumes the required amount of brains per day after that. It is important to note that while illithids can survive on the brains of animals, they are not as "nutritious" as the brains from a sentient, intelligent creature. With this in mind, it is important to note that an illithid must consume TWICE the amount of brains indicated if he survives on animals, because the amount indicated is if the illithid were eating an intelligent brain.

PC illithids must consume one brain per week for each 25 years of their life. Thus a 57 year old illithid must consume 2 intelligent brains or 4 non-intelligent brains per week, or he'll suffer a constitution reduction until he starts eating healthier.

4. Illithids must remain moist, for they are water dwellers somewhat. Their skin is not made to be able to endure the dryness of the outside world as well as a human's skin could. Thus you would never find an illithid out in the desert unless he had a VERY good reason. Each day the PC illithid must keep himself moist (such as taking a bath or being sprayed with water) for no less than an hour. For each 10 minutes segment, under an hour the illithid does not keep moist in a day, he suffers a -1 to his constitution. Thus, an illithid who took a bath for only 20 minutes one day would suffer a -4 to his Constitution at the end of the day. The only way to gain the CON back is to get himself moist for one hour plus the additional time he lost the time before.

Needless to say, and illithid who has not bathed and has not fed well will suffer massively. DM's should keep a close track on how often the player does these things.

Well, I hope you have enjoyed my little trek into the world of PC illithids, and I hope you can have much fun with these new rules that I have just presented to you. If this is too powerful or too overbalanced for your campaign then feel free to throw it out the window. But for you Dungeon Masters and Players who wish to explore the fantastic world of PC illithids, then do so at your own risk, because if these little buggers get out of hand, they can cause utter havoc on a campaign. With that, I will leave you to your own imaginations. Good luck little tadpole.