Deep Dive - The Mind Flayer [Early Access]

 Here is an early peek at the Mindflayer from Original D&D up to 2nd edition! Check out 3rd edition and more tomorrow on the site! 

The Mind Flayer has been around since the beginning of Dungeons & Dragons, and many know the Mind Flayer to be a part of the Illithids, a race of super-intelligent aberrations who believe themselves to be the dominant species of the multiverse. They consume brains, they have tentacles, and they create thralls of lesser species, one would be forgiven if you referred to them as the spawn of the Great Old Ones like Cthulhu. In fact, Gary Gygax created the Mind Flayers and was inspired by the cover artwork for the book The Burrowers Beneath by Brian Lumley. The book series is about fighting against the Great Old Ones and their worshipers, so it makes plenty of sense for why the Mind Flayers resemble those Lovecraftian horrors.

OD&D - Mindflayer

No. Appearing: 1-4
Armor Class: 5
Move: 12”
Hit Dice: 8 + 3
% in Lair: 50%
No. of Attacks: 4 tentacles
Damage/Attack: special (plus special)
Treasure: F 

The Mindflayer makes its first appearance in The Strategic Review #1 (Spring 1975), a short-lived magazine that was the precursor to Dragon Magazine. The Mind Flayer is the first monster created for the magazine and is described as super-intelligent, but not only are they intelligent, their brains are so powerful that they can attack the minds of others with their Mind Blast ability. For most people of average intelligence, this is going to stun you or make you fall asleep, for those that aren’t very intelligent, it could kill you immediately while the most intelligent may have their minds destroyed as if they were suffering from the effects of a feeblemind spell. 

Standing as tall as the average human, these creatures could never be mistaken for one. Above its mouth, the Mind Flayer has four tentacles that are its primary method of attack that have the ability to penetrate through your head and eat your brain. While the article does not describe how the tentacle “penetrates”, we can only imagine that it is a lot like how the ancient Egyptians would remove brains by pulling it out through the nose with a metal stick. Of course, there are major differences, like with the Egyptians it’s a dead body and with a Mind Flayer you are still alive and probably screaming.

The Mind Flayer makes it into an official publication in 1976 with the release of the Eldritch Wizardry supplement. This supplement contains a whole slew of new rules for Dungeons & Dragons including class information for the druid, demons and devils, and a new magic system known as psionics. Unfortunately, psionics is a huge mess to get into, but just know that the Mind Flayer is a very powerful psion and will ruin everyone’s day if you stumble across one of them, let alone up to four of them at a single time. 

AD&D - Mindflayer

Frequency: Rare
No. Appearing: 1-4
Armor Class: 5
Move: 12”
Hit Dice: 8+4
% in Lair: 50%
Treasure Type: B, S, T, X
No. of Attacks: 4
Damage/Attack: 2 each
Special Attacks: Mind Blast
Special Defenses: Nil
Magic Resistance: 90%
Intelligence: Genius
Alignment: Lawful Evil
Size: M
Psionic Ability: 241-340, Attack/Defense Modes: B/FGH

The Mind Flayer makes a return in the Monster Manual (1977) and continues its horrifying reputation.  When the opening paragraph of the creature’s description starts off saying that they are extremely evil and considers humanoids a tasty treat, you know they are going to be a problem. The good news is that the Mind Flayer won’t wander into your town and try to suck everyone’s brains out of there heads, as they hate sunlight. The bad news is they spend all of their time underground in places like dungeons, planning the destruction of the world above them. There is even rumored to be Mind Flayer city somewhere underground, but as they live so deep in the earth that this has never been verified.

Little more is revealed about the Mind Flayer though their physical description is more fleshed out, pun fully intended. The first thing we can say is… they are hideous to behold. Their skin color is called a “nauseous mauve” which is just a nice way of saying ugly purple. The tentacles are dark purple and the fingers on its hands are reddish-purple. The creepiest part of the Mind Flayer’s anatomy, besides the face tentacles, is that its eyes are just orbs of white with no discernable pupil. To top all of this off, they are slimy and their skin glistens in the light, so not only does it suck you are being killed by a purple monster, but you are also getting covered in slime while their face tentacles wrap around your skull and start dancing with your brain. 

Now, let’s talk about psionics, and bear with us, its a complicated mess and the designers don’t make it easy on you. The Mind Flayer’s most feared attack is their Mind Blast, and it comes complete with a convoluted description:

All within a 6” directional cone of 1/2” diameter at the point of enanation and 2” diameter at extreme range (psionic attack and non-psionic)
Monster Manual, 1977

If that makes you scratch your head, just wait till you go look at the psionic attack and damage tables. Found in the Dungeon Master Guide (1979), there are three separate charts for when the Mind Flayer attacks with its psionic abilities, one for those with psionic abilities, one for the defenseless psionic user, and another for when they attack those who do not have any psionic ability. Filled with numbers, letters, and percentages, its a wonder that anyone ever used psionics way back then. Psionic attacks and defenses are all based on the creature’s psionic strength and, since our Mind Flayer has a psionic strength of over 240, all their psionic abilities are at maximum.

Even more confusing is that there is no Mind Blast listed on any of the charts. There is a psionic blast and a mind thrust, and so you have to do a bit of searching and comparing of numbers to figure out how Mind Blast works. If you go to the psionic charts in the Player’s Handbook (1978)  you can discern that it is similar to the psionic blast, as the range is identical to the description of the Mind Flayer. Based on the psionic blast, the Mind Flayer will always do damage against creatures with weak psionic powers and against a defenseless psionic user it can do everything from putting them to sleep to outright killing its target. Against the 99% of people who don’t have any big brain powers, the very minimum it will do is cause mild insanity that lasts 1-4 weeks, and that’s if you have an Intelligence of 38 or above. For the average player with an Intelligence of 10-17, you will probably die outright, but most likely you'll either be put to sleep for up to 20 turns or be stunned for up to 8 turns. 

But we aren’t done with psionics yet! The Mind Flayer also has the following additional psionic abilities: levitation, domination, ESP, body equilibrium, astral projection, and probability travel. These are pretty self-explanatory, but some of them will end up with you scratching your head at their name. Body equilibrium allows the Mind Flayer to adjust their weight so they can walk on water, quicksand and similar without falling while probability travel allows them to physically move their body from one plane of existence to another plane. 

But, AD&D isn’t just home to confusing abilities and slimy body parts, we are also given an article in Dragon #78 called The Ecology of the Mind Flayer. In this article, a group of adventurers has contacted a githyanki knight to come and talk to them about how to fight Mind Flayers as well as the general abilities of these aberrant horrors. The githyanki describes the Mind Flayers as horrifying creatures who live in great cities filled with all sorts of minions like wererats, beholders, grimlocks, and more. The Mind Flayers don’t face others head-on, but rather rely on minions to do their dirty work and they’ll come by later to consume the brains.

Their cities are strange and buried deep under the surface, far from the sun that hurts their eyes. The cities are made up of gray stone towers that rise high inside of massive caverns, no stairs are leading up these towers as they rely on their natural psionic abilities to levitate themselves up to the different levels of the towers. The article continues to go on that the githyanki are the mortal enemies of the Mind Flayers and that the githzerai are traitors against their own kind as they ally with the Mind Flayers.

2e - Mindflayer

Climate/Terrain: Any Subterranean
Frequency: Rare
Organization: Community
Activity Cycle: Any
Diet: Carnivore (brains)
Intelligence: Genius (17-18)
Treasure: S, T, X (B)
Alignment: Lawful Evil
No. Appearing: 1-4
Armor Class: 5
Movement: 12
Hit Dice: 8+4 hp
THAC0: 11
No. of Attacks: 4
Damage/Attack: Special
Special Attacks: Mind Blast
Special Defenses: Nil
Magic Resistance: 90%
Size: M (6’ tall)
Morale: Champion (15) + Special
XP Value: 8,000

The Mind Flayer is introduced in the Monstrous Compendium Volume One (1989) and is reprinted in the Monstrous Manual (1993), this is the first time the Mind Flayer is called the Illithid, which will be used in every edition moving forward, and this edition features several new Illithid. The Mind Flayer can be found in a variety of sourcebooks and even has its own book, The Illithid (1998) that takes a very deep look at the anatomy of the Mind Flayer as well as its civilization.

The general description of the Mind Flayer and its basic abilities see very little to no change in this edition, though updates to the art, including color ink, really help the Mind Flayer pop off the page and showcase exactly what a nauseating color purple really is. The greatest chunk of information provided in this edition is the structure of the Mind Flayer’s home life, several new types of Illithid to help flesh out their society, as well as juicy tidbits about exactly why your brain is so damn delicious and why they just can’t keep their tentacles off you. 

The Mind Flayers that adventurers know and fear are just the common rabble of the Illithid’s and their kin. The Mind Flayers have a god of sorts that they all answer too and follow known as the Elder Brain. This entity is what happens when you combine all the brains of deceased Mind Flayers, add some strange chemicals for preservation, and then let the psionic magic happen. Each Elder Brain is seen as the god of their group, as each city and community of Illithid would have their own Elder Brain. It is seen as the ultimate goal for every Illithid to eventually have their brainpower added to the Elder Brain and to join those who came before them. These Elder Brains would control entire cities of Illithid, having a psionic influence of up to 5 miles, allowing the city to be fully aware of any sentient creatures that were trying to attack their colonies, which is one of the many reasons why attacking a city of Mind Flayers was seen as impossible for most. These cities would hold anywhere from 200 to 2,000 Illithid and about two to three times that many slaves, all subjugated through charm spells or psionic influence. The slaves were used in gladiator pits, as cattle for food supplies, and being servants. They had no thoughts of their own and were enthralled by the city and it’s Illithids. 

Now, that is just about their death and their general society, you are now probably wondering how do these adorable creatures reproduce. There are two conflicting sources of information when it comes to how Illithids reproduce. The first, detailed, version of events can be found in the article The Sunset World by Stephen Inniss in Dragon #150 (October 1989) where he presents a world that has been completely ravaged by the Mind Flayers and many believe, including the githzerai, that this was where their homeworld. In this story, a barren world devoid of most sentient life is described and a team of researchers was able to observe the Mind Flayers. They witnessed the Mind Flayers throughout their entire life cycle and watched as the Illithid would remove a small larva from their abdomen and insert it into the brain space of a humanoid-like creature. The larva would then begin feeding on the inside of the creature, eating its brain and forcing the host to feed itself food, which in turn feeds the larva. As the larva grows larger, it morphs the skull of the creature until the larva is ready to be born, at that point is breaks through the skull and emerges as a Mind Flayer about a quarter the size of its normal form. 

In other sourcebooks, like The Illithid or the Monstrous Manual, a different way of reproduction is provided. Mind Flayers can only reproduce twice in their life, they do this by producing larva inside of them and laying eggs in the brine water of the Elder Brain pools. After a month, the eggs then hatch and larva will then live for 10 years inside of the brain juice of the Elder Brain where they will frolic through the brine fluid, eat the prepared brian mushed served to them by the Illithid, and in all likelihood be consumed by the Elder Brain. Only 1 in about 500 larvae, who look like purple-ish tadpoles, will survive for 10 years in this environment where a host body will be prepared for it. The larva will be removed from the brine pool, and then it will crawl into the host body’s brain and begin feeding on it. It will then take full control of the host body and begin morphing it, causing the creature’s outward body to become fully an Illithid and grow tentacles, its purplish skin color, and have a hankering for brain matter. 

That’s pretty messed up, no matter which version of events you go with. To provide a bit of levity, and to take your mind (heh) off of being eaten by a tadpole, let’s talk about eating. A single Mind Flayer needs to eat at least one brain a month to not starve to death if after four months of no brains, the Mind Flayer will die. Because Mind Flayers live for an average of 125 years, if you do the math, that’s 1,500 brains a Mind Flayer will have to consume throughout its life, that doesn’t take into account the fact that Mind Flayers will often eat more than a single brain a month because they like how it tastes. Taking that number, and if you recall from earlier a single city could have up to 2,000 Mind Flayers, a single city would consume at least 3,000,000 brains during that same 125 years. That’s a lot of brains to eat, and it’s pretty fucked up. No matter how you look at it, the Mind Flayers are responsible for a lot of death and a lot of knowledge. 

Which brings us to the next problem facing society. What happens when you go through the Illithid city, kill everything trying to eat your brain, plunge a dagger in the Elder Brain and scurry back up to the surface world? Well, the Elder Brain brine bath that is filled with thousands of those tadpoles is going to sit there. As the tadpole Illithid starts getting hungry, they’ll start feeding on each other. Eventually, the strongest and meanest tadpole will crawl out of the brine pool after eating all of its siblings, and then begin feasting on rats until it gets larger and larger until it becomes a massive acid-breath, brain-extracting, psionic-nightmare worm. Illithids are always worried about their larva and take great care to stop any larva from getting to this stage as nothing can stop the Neolithid, the psionic worm of death and destruction, once it has grown to a massive size.  

There is a ton more of information from gith being the slaves of the Mind Flayers, the supposed history of where the Mind Flayers came from, which is simply referred to as Outside, to their societal structure and more. For the sake of time, we encourage you to find a copy of the book and read about it, it’s a great read and can provide a ton of flavor to add into a campaign about these brain eaters. Right now, we are going to move away from The Illithiad and begin talking about a few of the other variant Illithid that arise in 2nd edition. 

The first variant Illithid, given a stat block, appears in the adventure Thunder Under Needlespire by James Jacobs in Dungeon #24 (1990), the new Illithid is called a Ulitharid, or a “noble Illithid”. The Ulitharid is later reprinted in the Monstrous Compendium Annual One (1994) and provides even more information on what a noble Illithid is like, as well as its role in society. The Ulitharid are very rare, only 1 out of every 25 Mind Flayers, and are incredibly powerful compared to their more common kin. Their psionic powers are increased, they have additional hit dice, they are more resistant to magic, and they are all around more of a badass than the other Mind Flayers. They are part of the council of their cities, along with the Elder Brain, they lead raiding parties, and act as the liaisons between different cities and communities of Mind Flayers. 

The next Mind Flayer appears in Menzoberranzan boxed set (1992), in the booklet Book One: The City which is an exploration of the great drow city located far beneath the surface of the Forgotten Realms setting. They are the Mind Flayers kicked out of their communities and cities for practicing the arcane arts and trying to keep themselves alive through arcane ways are known as the Alhoon, the Illithilich or the Mind Flayer Lich. These creatures have undergone the transformations into lichdom, despite many problems they face due to their high magical resistances, and appear to be like the regular Mind Flayer except their skin is dry of all mucus and they are forced to drink large amounts of alcohol or preservatives to keep their skin as healthy as undead skin can be.

Cycling back to a previous book, the last few variants of the Mind Flayer can be found in The Illithiad and they are strange and unusual. The first one is what happens when Mind Flayers decide to try out non-humanoid bodies as hosts, and we are given the Urophion. This is a mixture of Mind Flayer and Roper and while they are strong and dangerous, they lack many of the natural psionic gifts that regular Illithids hold and are treated as second class citizens, forced to guard passages into Illithid cities. The next variant is something out of nightmares, the Vampire Illithids. These strange and obscene creatures prowl across the demiplanes of dread, hunting and searching for blood and brains. They are scrawnier than the normal Mind Flayer with thicker and longer tentacles and all-consuming insanity. Thankfully, they are unable to spread their vampiric curse to humanoids and Mind Flayers do everything in their power to hunt them and destroy them before a city of Illithids can be contaminated. 

Our final kin of Illithids is a hulking brute known as the Brain Golem, these strange monsters are formed out of the Elder Brain when the Elder Brain wants something done and done in a specific way. They’ll remove a portion of themselves, then wrap that brain goo in a protective coating and send this golem off to oversee, instruct, and if it's called for it, destroy in the way that the Elder Brain wishes. Once the Brain Golem has accomplished the Elder Brain’s goals, it will journey back to the Elder Brain and reform back into the massive community of brains, disappearing completely. These golems are not very common occurrences, but they are a very useful tool for the Elder Brains to ensure that their word and plans are being carried out by their Illithids. 

The Illithid also appears in the Spelljammer, AD&D Adventures in Space, (1989)  as major players in space. They are not universally hated in space, trading the various races, especially the neogi, from who they purchase their ships. Mind Flayers construct no vessel of their own, relying on the Neogi to build and trade with them. Their favorite ship is the Nautiloid but will use any ship that is made available to them for the right price.

Mind Flayers in the realm of space has gained a tiny modicum of trust from the other races by only consuming the brains of non-intelligent creatures. In space, their driving force is not to kill all other species and dominate the universe, they leave the death and destruction to the neogi. They do want to dominate through trade, which is one more reason these Mind Flayers are willing to turn their back on their instincts to eat humanoid brains as trading partners are hard to come by if they are worried you are going to suck their brains out during negotiations. 

Our last bit of information we will leave you with for 2nd edition should warm anyone’s heart to these brain-sucking monsters. They keep pets, and we don’t just mean the beholders they use as vassals to protect their cities. Scurrying across the ground on four legs ending in clawed toes, these strange creatures have the body of a brain. Intellect devourers are tiny creatures that scurry around looking for psionically gifted humanoids, where they then kill them, make themselves very, very small so that they can move into the body’s skull. There they begin feasting on the brain, learning all the memories of that brain. Once they finish eating, they then can take the place of the brain and begin animating the body. We can’t think of a better pet than a brain with legs whose interest include eating our brain and controlling our bodies like puppet masters.