Denizens of the lightless deeps far below the surface world, mind flayers—or illithids, as they are also known—are perhaps the most infamous and widely feared of those creatures who wield mental powers. Mind flayers are described in detail here, but mind flayers in a psionic campaign should be modeled after those shown below.
The statistics block below contains details for more than one type of psionic mind flayer. Use the horizontal scrollbar below it to display the desired one or select from the links below that.
| Mind Flayer Medium Aberration (Psionic) |
Mind Flayer, 9th-Level Psion Medium Aberration (Psionic) |
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|---|---|---|
| Hit Dice: | 8d8+8 (44 hp) | 8d8+24 plus 9d4+27 (109 hp) |
| Initiative: | +6 | +8 |
| Speed: | 30 ft. (6 squares) | 30 ft. (6 squares) |
| Armor Class: | 15 (+2 Dex, +3 natural), touch 12, flat-footed 13 | 24 (+4 Dex, +3 natural, +5 +1 mithral chain shirt, +2 ring of protection +2), touch 16, flat-footed 20 |
| Base Attack/Grapple: | +6/+7 | +10/+10 |
| Attack: | Tentacle +8 melee (1d4+1) | Tentacle +15 melee (1d4) |
| Full Attack: | 4 tentacles +8 melee (1d4+1) | 4 tentacles +15 melee (1d4) |
| Space/Reach: | 5 ft./5 ft. | 5 ft./5 ft. |
| Special Attacks: | Mind blast (DC 17), psi-like abilities, improved grab, extract | Mind blast (DC 19), psi-like abilities, improved grab, extract, psionic powers |
| Special Qualities: | Power resistance 25, telepathy 100 ft. | Power resistance 34, telepathy 100 ft. |
| Saves: | Fort +3, Ref +4, Will +9 | Fort +8, Ref +9, Will +16 |
| Abilities: | Str 12, Dex 14, Con 12, Int 19, Wis 17, Cha 17 | Str 10, Dex 18, Con 16, Int 22, Wis 18, Cha 20 |
| Skills: | Bluff +11, Concentration +11, Disguise +3 (+5 acting), Hide +10, Knowledge (psionics) +12, Listen +11, Move Silently +10, Sense Motive +7, Spot +11, Use Psionic Device +7; racial bonuses | Bluff +15, Concentration +23, Diplomacy +12, Disguise +5 (+7 acting), Hide +11, Intimidate +19, Knowledge (psionics) +21, Knowledge (the planes) +16, Listen +13, Move Silently +11, Psicraft +21, Sense Motive +11, Spot +13, Use Psionic Device +15; racial bonuses |
| Feats: | Combat Manifestation, Improved Initiative, Weapon Finesse | Alertness, Combat Manifestation, Dodge, Improved Initiative, Psionic Endowment, Weapon Finesse |
| Environment: | Underground | Underground |
| Organization: | Solitary, pair, inquisition (3–5), or cult (3–5 plus 6–10 grimlocks) | Solitary, inquisition (3–5 mind flayers), or cult (3–5 mind flayers and 6–10 grimlocks) |
| Challenge Rating: | 8 | 17 |
| Treasure: | Double standard | Double standard (including ring of protection +2, +1 mithral chain shirt, and cloak of Charisma +2) |
| Alignment: | Usually lawful evil | Usually lawful evil |
| Advancement: | By character class ♊ | By character class ♊ |
| Level Adjustment: | +7 | +7 |
Mind Flayer • Mind Flayer Psion
This strange humanoid-shaped being stands about as tall as a human. Its flesh is rubbery and greenish-mauve, glistening with slime. The creature’s head looks rather like a four-tentacled octopus, made all the more horrible by a pair of bloated white eyes.
Mind flayers, also called illithids, are so insidious, diabolical, and powerful that all denizens of the dark fear them. They bend others to their will and shatter enemies’ minds.
A mind flayer’s mouth, a revolting thing shaped like a lamprey’s maw, constantly drips an oily slime when it is not siphoning out the brains of living prey.
In addition to being highly intelligent, wholly evil, and terribly sadistic, mind flayers are utterly self-serving. If an encounter turns against the creature, it flees at once, caring nothing for the fate of its companions or servitors.
A mind flayer is about the same height and weight as a human.
Mind flayers speak Undercommon but prefer to communicate telepathically.
Mind flayers like to fight from a distance, using their psionic abilities, particularly mind blast. If pressed into melee combat, a mind flayer lashes its enemies with the tentacles ringing its mouth.
Mind Blast (Ps): This psionic attack is a cone 60 feet long. Anyone caught in this cone must succeed on a Will save or be stunned for 3d4 rounds. (The save DC is in the statistics block above.) Mind flayers often hunt using this power and then drag off one or two of their stunned victims to feed upon. The save DC is Charisma-based. This ability is the equivalent of a 4th-level power.
Psi-Like Abilities (Ps): At will—psionic charm (DC 17), read thoughts (DC 15), psionic levitate, psionic plane shift, psionic suggestion (DC 16). Effective manifester level 8th. The save DCs are Charisma-based.
Improved Grab (Ex): To use this ability, a mind flayer must hit a Small, Medium, or Large creature with its tentacle attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and attaches the tentacle to the opponent’s head. A mind flayer can grab a Huge or larger creature, but only if it can somehow reach the foe’s head.
If a mind flayer begins its turn with at least one tentacle attached, it can try to attach its remaining tentacles with a single grapple check. The opponent can escape with a single successful grapple check or an Escape Artist check, but the mind flayer gets a +2 circumstance bonus for every tentacle that was attached at the beginning of the opponent’s turn.
Extract (Ex): A mind flayer that begins its turn with all four tentacles attached and that makes a successful grapple check automatically extracts the opponent’s brain, instantly killing that creature. This power is useless against constructs, elementals, oozes, plants, or undead. It is not instantly fatal to foes with multiple heads, such as ettins and hydras.
This particular illithid is a 9th-level psion (telepath).
The special abilities of a mind flayer psion (mind blast, improved grab, extract) are the same as for a standard illithid, except as noted below.
Psionic Powers: The mind flayer psion uses its powers to protect itself from attack and improve its own effectiveness in combat, and only secondarily to supplement its own innate attacks with psionic ones.
Typical Psion Powers Known (power points 90, save DC 16 + power level): 1st—defensive precognition, detect psionics, mind thrust (DC 17)*, mindlink, vigor; 2nd—body equilibrium, brain lock (DC 18)*, ego whip (DC 18)*, id insinuation (DC 18)*, inflict pain (DC 18)*, thought shield; 3rd—body adjustment, dispel psionics, mental barrier; 4th—intellect fortress, psionic dimension door, psionic dominate (DC 20)*; 5th—mind probe (DC 21)*, shatter mind blank (DC 21)*.
Mind flayers congregate in underground cities of 200 to 2,000 inhabitants, plus at least two slaves for each resident. Slaves obey their masters without question. The center of a community is its elder brain, a pool of briny fluid that contains the brains of the city’s deceased mind flayers.
Although they constantly vie for power, mind flayers are quite willing to work together. A small group of these creatures, known as an inquisition, often forms to root out some dark and terrible secret. In many ways, a mind flayer inquisition is not unlike a party of adventurers, with each member contributing its own skills and knowledge to the group.
When a task is too great for an inquisition to handle, mind flayers generally form a cult. A pair of illithids commands the group, each struggling for supremacy.
Most mind flayers with class levels are psions, although soulknives are not unknown.
Mind flayer characters possess the following racial traits.
A mind flayer is most effective as a ranged combatant, using its psi-like abilities to attack from a distance.
Prior to combat: Use read thoughts to scout foes and determine threat potential. (Highly intelligent creatures are considered most dangerous; creatures of lower intelligence are potential pawns and food.)
Round 1: Mind blast.
Round 2: If most of the party is stunned, use psionic charm on a remaining foe. If most of the party is not stunned, maintain distance and use mind blast again.
Round 3: If fewer than two foes remain unstunned, order any charmed foes to protect you. Grapple a stunned foe with tentacles. If a majority of the party remains unstunned, flee using psionic levitate or, if necessary, psionic plane shift.
Round 4: If still in a position of strength, start eating brains. Use charmed foes to guard you. If in a position of weakness, use psionic plane shift, perhaps with grappled foe.
A mind flayer works well as a “boss monster.” If it has minions, it varies its tactics to suit the situation, as follows.
Prior to combat: Dispatch minions with orders to assault foes from one side of the battlefield. Use psionic levitate and cover to take a safe command position, preferably out of obvious sight.
Round 1: Order minions into optimal positions using telepathy. If the opportunity presents itself, use mind blast on foes (without hitting minions if possible—but they’re all expendable). If the battlefield is too congested, use psionic charm or psionic suggestion to sow confusion in foes.
Round 2: Identify enemy spellcasters and order minions telepathically to assault them at all costs. Focus psi-like abilities on lesser foes.
Round 3: Order charmed foes toward you (telepathically). Grapple them. Have minions keep uncharmed, unstunned foes busy.
Round 4: Eat brains.
Source: Expanded Psionics Handbook, page 204. This hot mess was just a series of changes for the mind flayers as they originally appeared in the Monster Manual (version 3.5), page 186, to adapt them for a psionics campaign. The problem arose that there were actually two different mind flayers depicted in the Monster Manual, the standard one and one a 9th-level sorcerer. Presumably, the latter creature is what the 9th-level psion (telepath) was intended to replace. The problem is that the Expanded Psionics Handbook updates for two separate mind flayers in the Monster Manual were not given separately; they appear to be jumbled together. The two creatures here are an effort to untangle that mess. Otherwise, one ends up with a “standard” psionic mind flayer with a much lower Challenge Rating than it should have. The Psionics entry in the standard mind flayer has been changed to Psi-Like Abilities with the psionic power equivalents of the spells the non-psionic version of the basic mind flayer. These powers have been removed from those listed for the 9th-level psion (telepath) in favor of substitute powers. The Intelligence and Charisma of the mind flayer psion have been rebalanced to be more favorable to an Intelligence-based class and save DCs for its psionic powers have been adjusted accordingly.