Making Monsters Matter: Mind Flayers - Flaying Minds And Taking Brains

The cavern stretches on beyond the flickering light of your torch. The sound of dripping water from somewhere ahead echoes off the rough stone walls, but something else is out there. It's faint, but it sounds like... breathing?
A rustle behind you startles you, and you spin about, weapon drawn, bringing your torch to bear. Your eyes frantically search the darkness, but nothing is there. You heart beats in you chest so hard, you feel it may burst through your ribs. Finding no danger, you sigh with relief and turn back toward the distant drip.
Before your very eyes you see a horrible round mouth full of jagged teeth-like a lamprey-lunging at you. You try to raise your weapon, but find a hand with long fingers wrap around your wrist. Several writhing tentacles snake their wait around your head, pulling you tight against that wretched maw. The creatures' repulsive breath stings your nostrils and turns your stomach. You feel teeth scrap against your skill, rivulets of warm blood run down your face, and you think your final thought.”

"Just for the taste if it! Diet bloke!"

Arthur Fletcher once said “A mind is a terrible thing to waste”, and the delightfully alien illithids of Dungeons & Dragons would be the last monsters to disagree with that statement. The Mind Flayer has long been a favorite of Dungeon Masters and novelists since their inception in 1975. These psychic, Lovcraftian monstrosities from the deep, dark places of the world could only be the love child of famed mass-(party)murderer Gary Gygax.

These aberrant fiends are super-intelligent, cunning, conniving, sometimes capricious villains that are often described as denizens of the Underdark, but have been known to oversee organizations or communities on the surface. Typically they are described as human-shaped, with four tentacles hanging off the front of their face, with skin the color of a day-old bruise. But this doesn't really tell us much. To get to the meat of the Mind Flayer, you need to get into the head of a Mind Flayer.

There is no other creature in all of D&D that appreciates a clever, cunning party quite like an illithid. The more intelligent, the better. The whole of illithid society revolve around brains. They eat them. They have them. They worship them. Brains, all day long. Brains for days.

But I ramble. Mind Flayers exist in a hierarchy. There are the slaves, the larvae, the illithids, and finally the “head” honcho itself; The Elder Brain. What's an Elder Brain, you may ask? Well, dear reader, I hope you are ready for some shit, cause we are about to delve into the ever expanding caverns of WTF.
"I wash myself with a rag on a stick"

An Elder Brain is the de facto leader of a Mind Flayer community. It dictates their society, advises them in all matters personal and state, gives them the occasional pep talk (eat more brains!), and drives them to dominate. It holds the communal knowledge and history of the illithid community of commands and possesses a godlike intellect. Basically, it is Friend Computer from Alpha Complex, though less murderous and lacking Friend Computer's cheerful disposition.

When an illithid reaches the end of its life, it offers up its own brain to be merged with the Elder Brain, which adds the sum of that illithid's knowledge to its already impressive breadth of universal understanding

Physically, the Elder Brain is a massive, pulsating brain sitting in a brine-filled pool full of swimming Mind Flayer tadpoles (more on that nightmare in a minute). Its only means of self defense are a series of waving tentacles, because everything illithid requires enough tentacles to make a Japanese schoolgirl nervous.

"Happiness is mandatory."

But the biggest brain-claim-to-fame our unpleasant friends possess is their signature ability. These wacky scions of good cheer SUCK OUT YOUR FRIGGIN' BRAIN! There is no way to sugar coat it. They wrap their tentacles around your head, puncture your skull, and suck your brain out like a goddamn milkshake. There is no pleasant way to convey to a player that their beloved character has a head emptier than a cast member of The Jersey Shore.

 "That is not excitement, but fear in that young man's eyes."

Abilities That Don't Involve Sucking Out Your Brain
But it's not all about brain-worship and brain-sucking for these folks. They are, after all, remarkably complex creatures. Sometimes they skip over your brain, and go straight to messing up your mind. Their trademark ability (besides the one mentioned above) is the Mind Bolt. That's telekinesis Kyle! Well, sort of. It's a concentrated blast of psychic energy whose only purpose is literally shatter your mind.

But the fun doesn't stop there. Flat out assaulting your mind is more of a last resort. These pillars of the community would rather bend and/or break your will and turn you into a simpering, drooling thrall that does their bidding. Who doesn't want that? Illithids are often potent psychics that take an obscene amount of pleasure dominating lesser minds. And since most minds are lesser minds, well... hope you like being a thrall.

Nightmare Fuel
If this glimpse into the Mind Flayer hasn't emotionally scarred you yet, than please, allow me too push you into a world of endless nightmare from which there is no waking. Ever wonder where new illithids come from? Of course you have. Word of wisdom though, do not look for the answer on 4chan.... 

 "...What is see cannot be unseen."

Mind Flayers spawn a mass of larvae a few times in their life. These adorable critters look like little illithid heads swimming around, or four-tentacled tadpoles, whichever is more terrifying for you. They swim in the briny liquid that surround the big old Elder Brain. When they have matured enough they are implanted into a host. It is rather murky as to what this implantation consists of, but I imagine it is... unpleasant. As for the hosts, it seems like anything on two legs is suitable, but their favorites are any humanoid standing between 5'4” and 6'2”, because reasons.

While implanted in this host, the larvae devour its brain and change the creature's physiology to become more... illithid-y. The hosts' memories and sometimes mannerisms transfer to the Mind Flayer born in their flesh. However, sometimes wackiness ensues in this process, and we get a gauntlet of things that should not be.

Villainous Variants
There is a cavalcade if different kinds of Mind Flayers. The list could go on for just about ever, but I've have taken the liberty of choosing a few noteworthy examples of the illithds' passion for pushing the boundaries of “Nope!”.

  • Ulitharids: These guys are rare among illithid kind. There are two major differences between these special cats and their illithid brothers; they have two really big tentacles in addition to the average-sized four, and they have the massive ego that comes with knowing they are “bigger” than average. These guys fit in the hierarchy just below the Elder Brain. Just goes to show you that even in the Underdark, size matters
  • llithiliches: Because a super-intelligent brain eating tentacled horror wasn't scary enough. No, we needed a nigh-unkillable super-intelligent brain eating tentacled horror... that can cast spells. Why not? Anything else we want to strap on this thing? Make it half demon, perhaps?
  • Brainstealer Dragon: Dragons were apparently too tame for the fine folks of the Underdark. As any good experiment performed by Mind Flayers, the question was posed, “Does it eat brains?”
    If the answer is no, then the course of action is clear; give it tentacles and make it hungry for brains. Another example of Mind Flayers asking “Can I?” without ever pondering “Should I?”
    What's next?? The Legendary Illithirasque?
Oh come on!”

How To Use Them
Mind Flayers beg to be used as big bads, and with good reason. Their super-intelligence allows them to plot Machiavellian schemes and hold themselves like James Bond villains. They usually have tons of minions at their disposal, and often make powerful and dangerous allies wherever they should spring up. Their alien appearance makes them not only unsettling, but memorable.

Likewise, they can also make delightful unexpected allies. The enemy of my enemy is my friend, and illithids often have a ton of enemies. Don't hate the player, hate the game. These enemies sometimes come in contact/conflict with player characters. This puts the players in the advantageous situation of being used by the illithid in a game of live-action chess. But why would any self-respecting party ally themselves with such a nefarious foe? Because that powerful intellect can be mighty useful for finding information, especially any lost or forbidden information a group of plucky adventurers might need to discoverer, like say the location of the fabled Egg McGuffin.

"I'm lovin' it!"

The Head Hunter
One more diabolical alternative came to me while researching this piece. Remember when I told you about how the larvae of Mind Flayers are implanted into hosts, and it eventually transforms the original creature into an illithid? Well, sometimes one of the youngin's half-asses the job. They eat the brain, and transform the digestive system, but they don't quite change the the host body. Sure, it has all the powers of a Mind Flayer, but they don't have the stunningly handsome features of the rest of their kind. They just look like you and I. Sure, they still need to eat brains, but there are no tentacles or big toothy maw to aid in the suckage, leaving them to eat brains like the rest of us; cutting them out or using a silly straw.

Imagine, if you will, a noble who has quickly rose to prominence in a city, despite having no recognizable family name and no business to account for his fortunes. They are regarded as eccentric, but otherwise has no other dark secrets. His house staff say nothing, and are fiercely loyal. Other houses have found it impossible to place spies in his home, and just as impossible is any attempt for any house to stand in his way or attempt to absorb him, because this noble's claim to fame is knowing everyone's secrets.
Strangely, right around the time of his arrival in the city, a serial killer strikes. The victims are all men of great intelligence; scholars, mages, poets and philosophers. Every victim has been found headless, prompting locals to dub the killer “The Head Hunter”.
The true horror is a twisted alien intelligence living behind the eyes of someone who is indistinguishable from anyone on the street. There are a number of story and hook possibilities here, and I urge anyone to steal the hell out of this idea.

Have you ever encountered this D&D classic? Did you survive, or were you left a late night snack or mindless thrall? Leave your tale in the comments below.

And as always, mind over matter my friends,
+Ed The Bard 

Looking for some extra aids to make your game really pop? Check out the Open Gaming Store. Tell them The Bard sent you.

Like what you've read? Follow me on...

And coming soon to...


  1. I played an illithid. Story here:


Post a Comment

Popular posts from this blog

Steal This: 50 Adventure Hooks To Swipe For Your Game

GM Advice: How To Design A City

Steal This! 5 Really Useful Cursed Magic Items