Mind flayers, also known as illithids (meaning "mind flayers" or "mind rulers" in Undercommon),[10] were evil and sadistic beings, feared by sentient creatures on many worlds across the multiverse due to their powerful innate psionic abilities.[2] Dwellers of deep Underdark areas, these alien humanoid-looking aberrations sought to expand their dominion over all other creatures, controlling their minds to use them as hopeless slaves and devouring their brains for sustenance.[7]


Mind flayers were humanoid in appearance, but with an octopus-like head with four tentacles surrounding a lamprey-like mouth.[2][4] They were warm-blooded amphibians.[1] Their hands had long reddish fingers and lacked the index finger[6][11] and their feet were webbed.[11] Mind flayer eyes were extremely sensitive to bright light and considered it painful, a characteristic that some githyanki scholars attributed to the fact that their alien anatomy focused light in a strange way.[9]

Illithids fed on the brains of sentient creatures (mainly humanoids). They were the only kind of nourishment that could sustain the mind flayer physiology, which required hormones, enzymes and psychic energy that only brain tissue could provide. Feeding was an euphoric experience for a mind flayer, as it absorbed its victim's memories, personality, and fears.[2] It was also viewed by them as the ultimate form of dominance over another creature.[9]

A mind flayer needed to consume at least one intelligent brain per month in order to remain healthy. Malnourished mind flayers died after four months of brain deprivation.[12] Mind flayers healthy from brain-rich diets excreted a kind of slimy mucous substance that coated their mauve skins.[2][6] The psionic energy also left traces of the original prey's individuality on a mind flayer's culture and sense of aesthetics.[7]

Individual mind flayers were rarely found alone; rather, they were usually accompanied by two or more slaves mentally bound to them. Typical enslaved races found among mind flayers included grimlocks, ogres, quaggoths, and troglodytes.[2][4] These enslaved species had in common the fact that they were not typically considered edible by the illithids.[9]

Their natural psionic abilities also made mind flayers respected in the eyes of the drow, beholders, duergar, and the other dominant races of the Underdark.[13] Their abundant abilities allowed them to levitate at will, as well as detecting thoughts of nearby creatures and dominating or charming any kind of creature in their vicinity. Additionally, there were reports of mind flayers capable of innately casting suggestion.[2][4] They were also capable of teleporting themselves via plane shift.[2]

Some illithids dedicated themselves to studying and honing their innate abilities. Known as illithid psions, they were capable of even more remarkable feats of psionic power, including telekinetic abilities akin to mage hand and telekinesis; further mental control abilities such as charm person, command, sanctuary, fear, crown of madness, phantasmal force, and confusion; and even divination abilities such as guidance, true strike, see invisibility, clairvoyance, and scrying.[7]


Mind flayers were tyrants, slavers, and planar voyagers. They viewed themselves as masterminds, controlling, harvesting, and twisting the potential of other creatures to further their evil and far-reaching goals.[2] Although they cooperated to achieve a goal, they would back away at the first sign that something was not profitable to their self-serving interests.[4]

Mind flayers were aggressive and elitist and would attempt to mentally dominate any non-slave, non-illithid they met.[2][4] However, despite their aggressiveness, illithids were ultimately a paranoid and fearful race. They were relentlessly hunted by the gith, so any mind flayer colony's first priority was concealment and survival.[7]


In spite of their lack of physical abilities, mind flayers were feared by all beings in the Underdark because of their great mental prowess. In addition to the small array of mind-affecting spells which every illithid had at their disposal to take control of their prey, they also frequently employed a powerful mind blast to affect a multitude of foes. The mind flayer's mind blast was a 60-ft (20-m) cone that stunned anyone caught within it.[2][4]


A mind flayer eating.

Normally, a mind flayer would 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 one of its prey. Then, the mind flayer sucked out the brains, instantly killing the creature, as long as it only had one head. The mind flayer used its other spells mainly to enslave its minions and keep them under total control, as well as on the battlefield.[2][4]


Mind flayer communities (also called "colonies") typically ranged in size from two hundred to two thousand, and that was counting only the illithids. Each mind flayer in the community likely had at least two slaves to do its bidding. In these communities, the number of slaves often far outstripped the number of mind flayers.[14] For example, the illithid city of Oryndoll had a total population of just under 24,000 as of 1372 DR, but mind flayers accounted for only about 4,300 of that number.[13]

Mind flayer colonies operated in a single hive mind, with control centralized by an elder brain, a singular entity that exerted its telepathic control simultaneously over any mind flayer within a radius of 5 miles (8 km).[2] The elder brain was the heart of the community. Held in a pool of briny fluids, the elder brain consisted of all the brains of the dead mind flayers in the colony.[4] It served as the center of the communication network, relaying information received from one mind flayer to the entire colony, storing all the collective knowledge of the colony, and issuing commands to individual mind flayers. The degree of control and organization exerted by the elder brain over a mind flayer community was so absolute that it was more convenient to think of a mind flayer colony as a single individual: the elder brain.[7]

Although mind flayers willingly came together to achieve an end, they were always vying for more control in the community, but even then they were always beneath the elder brain.[4] While individual mind flayers might have, at one time in their past, retained a certain degree of independent thought, after the collapse of the illithids' empires it was generally agreed upon them that their survival required complete obedience to the elder brain.[7]

When problems arose or the mind flayers wished to discover some secret, they formed "inquisitions": a team of mind flayers, not unlike an adventuring party—each mind flayer used their own talents and abilities to achieve the inquisition's goal. If a situation was too large for just an inquisition to handle, the mind flayer community put together a "cult". A cult was much larger than an inquisition and was spearheaded by two mind flayers who constantly vied for greater power within it.[4] This type of mission that put mind flayers temporarily out of reach from the elder brain was regarded as dangerous, but highly profitable if successful.[7]

If a mind flayer remained out of reach from its elder brain, it was possible for it to reacquire its free will. These so-called renegade illithids could go on to establish their own colonies or, free from the elder brain's arrogant supremacy, even seek cooperation with other species. This new personality and any alliances that were made instantly vanished as soon as the renegade illithid fell back under control of an elder brain.[7]

Language and NamesEdit

Illithids were capable of speaking Undercommon and Deep Speech, but preferred telepathic communication.[2][4] They also had a form of written language called Qualith, which consisted of patterns of four lines imbued with psionic energy, capable of conveying not only text but also the author's thoughts. Without the use of magic, it could only be read by other illithids.[2][7]

Mind flayer names were strains of thoughts and images that identified them to other members of the race. Since these names were too complex to be pronounced or even expressed in words, other races of the Underdark adopted rough translations in Undercommon by usually combining descriptive words that conveyed the general idea of the mind flayers' original names in order to identify them.[10] Sometimes, the illithids themselves chose to adopt pronounceable names for the benefit of their thralls or to instill fear in their enemies.[7]



An illithid tadpole preparing to enter a human host.

Main article: Ceremorphosis

Illithids were all hermaphrodites, and once or twice in their life they would lay a clutch of eggs from which tadpoles hatched. The tadpoles were kept in the elder brain tank, where they were fed brains by caretakers and engaged in cannibalism for around 10 years.[1] The elder brain also fed exclusively on tadpoles. Tadpoles that survived to maturity were put through the ceremony of ceremorphosis, where they were implanted in a humanoid victim and devoured its brain, taking its place and merging with the body and transforming it into a new illithid. Only some humanoid species were suitable hosts for illithid tadpoles.[15][1][7]

The multiplication of mind flayer colonies happened when a tadpole, quite rarely, through ceremorphosis, created a more powerful form known as a ulitharid (meaning "noble devourer" in Undercommon),[10] which was biologically bigger, stronger, and more powerful and cunning than regular mind flayers. They possessed six face tentacles instead of the regular four. Most notably, however, they were not controlled by the elder brain. The appearance of a ulitharid caused a burst of growth in both the colony's size and capabilities. Elder brains grudgingly accepted the appearance of a potential rival because eventually the ulitharid broke off from the colony. When doing so, it took a few mind flayers with it and sought to establish a new colony in a distant location from the original. Eventually, the ulitharid transformed into a new elder brain.[7][16]

If, for some reason, a mature tadpole did not undergo the process of ceremorphosis, it became a ravenous predatory creature known as an illithocyte or, if allowed to grow out of control, a neothelid. These creatures were considered abhorrent by the illithids and were mercilessly hunted.[7][17]

Illithid MonstersEdit

The process of ceremorphosis yielded new mind flayers only if the tadpole was applied to certain types of humanoids. However, mind flayers experimented with transforming and implanting their tadpoles in a variety of other creatures, producing many different thralls.[7][17]

Some known illithid-created monsters included:

Cranium rat
Regular rats bombarded with psionic energy. They could form intelligent swarms that grew smarter as they accumulated experiences.[18]
Intellect devourer
Creatures created by subjecting a slave's brain to a ritual that caused it to sprout legs. They were employed as guards or as bait to lure outsiders into a colony. The larval form of an intellect devourer, known as an ustilagor, was considered a delicacy in Oryndoll.[19][7][17]
The result of implanting a tadpole in a captured beholder, these creatures were used as telepathic amplifiers to improve communication within the colony.[7]
Nerve swimmer
A modification of an immature tadpole. Used by some mind flayer colonies such as Oryndoll as a torture instrument.[17]
A subspecies of mind flayer created as guardians for a mind flayer community. An urophion was a roper that had survived the tadpole implantation process. They were usually treated as second-class citizens but were permitted to join with the elder brain upon death.[20]

There were also creatures thought to have originated in the same world as illithids and related to them in the same way that animals are akin to humans. These creatures, known as illithidae, were sometimes found near mind flayer settlements. It was unknown whether they were naturally attracted by the colonies or if they were actually domesticated by the mind flayers. Some sages believed that gas spores had been created by mind flayers as well.[21][22]

If mind flayers became undead, their new forms were also alien and in many ways different from other undead creatures.[23] Typical undead mind flayers included:

A mind flayer who decided to follow the path of wizardry could achieve a lesser form of lichdom and become an undead creature known as an alhoon. It was also possible, although rare, for an extremely mind flayer wizard to become a true lich, also known as an illithilich. These terrible beings were so rare that usually people did not make that distinction.[24][25]
Vampiric illithid
A feral undead illithid with vampiric powers. Its origin was unknown.[23]

Illithid MagicEdit

Mind flayer sorc

A mind flayer sorcerer.

Mind flayers considered arcane magic an abomination. They viewed it as an inferior and corrupt form of psionic power that should disappear from the universe once the illithids regained control of it. It was speculated that this hatred was related to the role of magic in the gith rebellion.[7]

Arcane magic was especially sought out by renegade illithids looking for ways to shield themselves from the elder brain's influence.[7] Although most mind flayer arcanists were wizards, a few were also born with the gift of sorcery. Because a mind flayer sorcerer was naturally more intelligent than other mind flayers, it was better able to resist psionics. For the most part, an illithid with the gift of sorcery would use defensive spells such as greater invisibility and resist energy as well as spells to further hinder enemies, such as ray of exhaustion and touch of idiocy.[4]

Mind flayers were capable of channeling their psionic abilities to craft their own version of magic items. As a security measure, these items could only be used by the illithids or their thralls. They had a variety of abilities and applications, such as the survival mantle, which allowed the wearer to breathe in vacuum, or mind carapace armors, which protected the wearer's mind as well as their body.[7] They also had the ability to craft psionic seals, a type of brand that granted its wearer a variety of abilities.[26] Other items included mind blades, sometimes called psychic swords, weapons that could also inflict damage to the minds of their targets.[7][26] Some illithids also experimented with symbiont creatures in order to create living carapaces of armor.[27]

A rare and most treasured item in a mind flayer colony was a flying ship known as a nautiloid.[7] Mind flayers once had a massive presence in space and commanded countless of these conch-shaped spelljammers. In fact, spacefaring mind flayers were sometimes quite different from their land-bound counterparts and acted more as traders than conquerors.[28][26] However, incessant hunting by the gith and the fact that mind flayers lost the means to build them or acquire them from the arcane caused them to almost disappear.[29][7]


As a race of planar travelers, mind flayers did not worship entities from the Outer Planes as deities and did not share the same mythical thoughts about the afterlife. Instead, an illithid's last desire upon death was to be rejoined with its elder brain, thus attaining a form of immortality by having its life experiences merged into its consciousness. Elaborate funerary jars with the individual's biography inscribed in Qualith were common in mind flayer colonies to preserve a dead mind flayer's brain until it was consumed by the elder brain.[7]

However, mind flayers revered two manifestations of psionic ideals in a form resembling worship. These entities were not exactly deities, but were revered as such and were capable of granting divine powers to their followers, even non illithid ones.[7][30]

The broader entity was known as Ilsensine, which embodied a mastery of one's own mind and a union with universal knowledge. Mind flayer colonies interpreted this concept in different ways.[7] Some viewed it as a promise of power and domination to its followers, a feature that was also attractive to non-illithid followers.[30] Others interpreted these objectives as attainable through dominance or replacement of the deities associated with knowledge.[7]

The influence of Ilsensine was important in the conflict between mind flayers of Oryndoll and the duergar. In the time when they had invaded the shield dwarf kingdom of Shanatar and captured many shield dwarves, the mind flayers had no gods. However, when the dwarves began to stage uprisings and rebellions, the city was plunged into chaos. The only reason it did not fall to the duergar rebellions was because of the sudden appearance of the mind flayer god Ilsensine. Since Ilsensine's appearance, the mind flayers became deeply religious and began to develop formidable psionic powers.[31] Ilsensine's favored proxy was Lugribossk.[32]

A smaller sect of mind flayers revered another entity called Maanzecorian. It embodied a complete comprehension of knowledge and the simultaneous access to memory, thought, and aptitude.[7] It was also viewed by the illithids as a keeper of secrets. Its essence was was killed by Tenebrous, the undead shadow of the demon lord Orcus sometime in the mid-14th century DR,[33] though this fact was unknown to most at the time.[34] However, in the late 15th century DR, mind flayer colonies dedicated to Maanzecorian were again common.[7]

Some mind flayers viewed the perfect memory of the aboleths as a manifestation of Maanzecorian, which led to several conflicts between them.[7]


The illithid race was extremely old and predated recorded history, as ancient texts that did not mention younger races already mentioned illithids. The mind flayers themselves appeared not to have much knowledge of their eldritch origins.[35]


Some sages theorized that mind flayers were aliens from an unimaginably distant future, who had come back in time to prevent their extinction from being brought upon by the end of the universe. By the use of a powerful spell, they sent their great spelljamming fleet back in time, arriving at different time periods in different crystal spheres and reestablishing their empires. This interpretation was consistent with the fact that aboleths, even with their perfect racial memories, did not remember the beginnings of the illithid race.[36]

Others believed that, due to their advanced technology and ships, illithids were a cursed inbred mutant offspring of humans from a distant crystal sphere,[37] forced to live in the underground depths of their world, honing their mental skills and experimenting with psionic powers for ages until the hate for their oppressors caused them to seek vengeance and set out to conquer the universe.[38]

Other scholars dismissed the origin myths of illithids as a mutant breed of humans, instead believing that they might have originated in the Far Realm (referred to as the "Outside" in the Sargonne Prophecies),[35] or at least had been warped by it.[39]

Most origin myths agreed that, an untold number of millennia in their past, mind flayers were the most powerful race in the Inner Planes, commanding vast empires from the Astral Plane that spanned multiple worlds and were kept under control by their nautiloids. At some point, the gith, their most prominent slave race, rebelled and brought down the entirety of the mind flayer empires in the Astral Plane in less than a year. The surviving mind flayer enclaves in the Material Plane were constantly and mercilessly hunted down by raiding parties from both the githyanki and githzerai factions, bringing the illithid race to the brink of extinction.[7][35]

Recorded HistoryEdit

Sometime around -11000 DR, illithid refugees from the planet Glyth arrived on Toril and founded the city of Oryndoll in the Underdark.[40]

In -8100 DR, the illithids from Oryndoll attacked eastern Shanatar, starting the twenty-year long Mindstalker Wars. The war ended with a retreat of the illithids, but they managed to capture and enslave the dwarves from Clan Duergar, who were experimented with during the following millenia and eventually became the duergar subrace.[41] Around -4000 DR, the duergar slaves rebelled and broke free from the mind flayers, subsequently founding several holds across the northern Underdark.[42] In -1850 DR, the city of Oryndoll was attacked by the duergar as part of a series of attacks against all their enemies.[43]

The mind flayers were first contacted by the Netherese in -1064 DR.[44]

In 153 DR, an army of illithids and lycanthrope slaves invaded and conquered the dwarven city of Gauntlgrym.[45] The ruined city remained disputed by groups of aboleths, duergar, drow, and illithids until it was retaken by the Companions of the Hall in the late 15th century DR.[46]

In 1154 DR, the town of Ch'Chitl was founded by an illithid cult seeking to establish a partnership with Skullport.[47] The city's elder brain planned to use the town as a foothold in a move to enslave Waterdeep. In 1250 DR, however, the city was attacked by githyanki, mortally injuring the elder brain and derailing their invasion plans.[48] In 1385 DR, the city was ravaged by the Spellplague, which created horribly mutated mind flayers with extraordinary psionic abilities.[49]

Sometime in the mid-13th century DR, the illithids managed to reestablish their domain on Glyth, from where they conducted selective breeding experiments with oortlings.[50] Around that same time, there was also an illithid colony in a free-standing object in Realmspace known as the Skull of the Void, in which they performed breeding experiments on beholders. Decades of consumption of the beholders' brains conferred to the illithid inhabitants and their descendants the ability to levitate.[51] Sometime in the late 14th century DR, Glyth was laid to waste by the elder evil known as Atropus, who had been concealed in one of the planet's rings.[52]

In the late 15th century DR, mind flayers had lost the knowledge of how to construct their plane-crossing nautiloid vessels. Since the illithis knew that the end of the nautiloids would mean their permanent exile in the Material Plane, a few colonies were dedicated to rediscovering the secrets of nautiloid construction.[7]

Notable mind flayersEdit



Computer Games


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