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Published by archangel777, 2022-05-23 20:03:09

Monstrous Arcana - The Illithiad

Monstrous Arcana - The Illithiad

I

M o n s t rou

Credits

Designer:

Bruce R. Cordell

Editor:

Keith Francis Strohm

Proofreaders:

Michele Carter
Miranda Homer

Brand Manager:

Thomas R. Reid

Valuable Assistance:

Skip Wdliams
Steve Winter

Art Director:

Portionsof this work were adapted from the following sources: The MONSTROMUASNUA
Sargent; Uncaged, by R.V. Vallese; SPELLJAMMERC@ampaignSeffing by Jeff Grubb;
S a T h 2 PLAN ESCAPE^ Campaign Setting 0) D l w "Zto %k, A Guide to the AslralPlane D, M:liie COCK.DUNGEON"#24, .'Thunder
Under Needlespire," 3, .ares .a:o:s ThoughtsofDarkness, ~y David Wise: PLAYEROSP U O N :S~kills and Powersol D?ua.ss N c': a111
Dale Donovan, Eye to Eye by ThomasReid, The Sea Devils by Skip Williams

Cartograpky:

Introduction -Illithid Theology, 40
-Illitbid% The Legend, 4 Ilsensine, 40
-The Bowels of the World, 4
--Encounter in -Inside theIllithid

--Consequences, 6 Concept of T i e , 45
Lot ofthe Thrall, 46
Illithids: What They Intedlithid Relationships,46
The Elderconcord, 47
-Mind Flayers at a -Illithid sodalCustoms, 53
Glance, 7
Anatomy, Abilities, Illitbids and Githzerai, 60
and Limitations, 7
An Illithid Community
Variations -Abstemious, 61

-Ceremorphosjs, 11 --A wealMind FlayerDwelling,
-Adults, 12
-Illithid Variations, 14 -Psionic Item Distributiun, 77
Psionic Item Descriplions,77
Arcane Illithids,14 Unique Psionic Items, 83
Ulitharids, 15
Elder Brains, 16 Mind EIayer Quick Stat Reference
Anloons -standard illithids,86
-Arcane illithi&, 86
Illithid Vampires, 18 -Ulitharids, 86
-Anloons,87
NeotheIids, 18 -Illithid vampks, 87
-Brain golem, 88
Optional Psionics Rule#l, 21 <raniurn rats, 88
4:rimlocks, 88
Optional PsionicsRule#Z,21
-Lugibossk (Ilsensine's Proxy), 89
Psionic Attack and Combat, 21
Monsters
Quick Psionic Rules For Illithids,22

Illithid Psionic Attacks, 23

Illithid Psionic Defenses,24

Illithid Psionic Disciplines,25c)
3ai -Unique Illithid Psionic Disciplines,28

Unique Psionic Power Menu, 28
Unique Psionic Power Descriptions, 28
-Psionic Drawbacks, ,"-
Psionic Cascade,33

(I Psionic Disease: TheAshen, 24

0 Psychic Flareback, 34

-Partial Personalities,35
History and Theology
a r i g i n s , 36
-Ancient History, 38
-Fall of Empire, 39

-Recent History, 39

3 am done.

men& notes, tert / r a p
ittit/LiArace.
peareA. In IrgAkemanur’sre

speak o/ ittitkiA a5sasins initiati

this tat, you couU mark yourdrtf as a
muck..zrehncein tkis, the rumor does sup

with @pent F t d trips innto the bUbt4rrananhpths, Wmding Xp-CtDbL

and personat observations of living ittitkih. This t o w , there/m, consists

o/ e p a t parts journal recmds, intrwicws, tihnrty research, ad Air& CDn-
tact with mind flayen thdrtves! yluAteis say, such WCU&BM are

/Taught with eutreme danger; b$akerwtn w ~ abrwtn ~f arknt courage

a d ingenuity, Jt w a a great toss w&n the famous entnptrnrur taitd to

return the hpths B/ the emth w&te fottDwing a r u w B/ mwty Ais-

5.covered ittithid ruins. This tazt is therefmeAdicacu( to the W m D T y D/

Colloquially known as "mind flayers," illithids u ~ deark elves (whetherthey admit to it or not). Of
course, sifting the underdark for valuable items suitable
universally elicit images of horror and fear in the minds of for male on the surfacerequires constant exploration
and the requisite expansionof trade routes. In the end, it
surface dwellers and underworlders alike. lllithids shock was inevitablethat I found the creaturesI most feared.

and repulse other races due mostly to their practice of The Bowe
of the World
cephalophagy, otherwise called brain-eating. This
Always quick to exploit new opporhmities, I orga-
abominable habit has such power to appall that the saying, nized an underdark trade expedition as soon as news
"The 'flayer hasn't eaten yet!" was coined centuries ago to reached me concerning a colony of elusive rockseer
elves.I was familiarwith the rockseers only through sto-
convey hope in the face of near-impossible situations. nes, but these tales convinced me that a trade agreement
could prove profitable. As usual, my associates Rasteno
As the principle owner and operator of "Wakeman's and Cazpar accompanied me, along with a dozen sea-
SubterraneanExotics," my bottom lime depends upon se soned mercenaries.My associatestended the goods we
cure trade routes into and out of the underdark, a realm wished to trade (kaffeeand grainohol),while the merce-
of caverns and tunnels that honeycomb the earth. Using naries provided insuranceagainst aggressiveencounters
the most stringent cautionary measures, my agents and I in the bowels of the world.
try to avoid the vicious brain-eating illithidsfearedby
every other race inhabitjng the underdark-including

F
d

We descended into the interior of a long-dead vol-
canic vent and journeyed into the damp darkness. Caz-
par’s mountaineering skillswere vitalin the multi-stage
belay downward. While not the easiest accessto the
depths, our vertical route assured us relative anonymity;
an annoyingband of drow bandits had recently begun
harrying our regular paths, and we wished to avoid
them. After a descent of some 3,000 feet, the vent finally
pierced a series of horizontal tunnels. The fringes of the
underdark lay before us.

Encounter in Darkness

Three days of rapid travel through previously
mapped tunnelsbrought us to the edge of familiar terri-
tory. We slowed our progress, as it’s not wise to run un-
prepared through the uncompromisingecosystemof the
underdark. The dearth of resources below the earthhas
elevated compebbonamong predators and intelligent
species to a lethal degree unknown in the world above;
not wishmg to become part of the underdark’s food
chain, I deployed two of the mercenaries to scout our
forward trail. Soonwe were off, hunting for rockseer
elves and profit.

How does the old saying go: ”What does it profit a

man .. .”? I can’t recall, but I have a feeling that the

lesson contained therein addresses the subsequent
fortunesof my expedition.My decision to press ahead in
spite of the scouts’report of unfamiliar spoor was
incautiousat best-though sheer folly is a more apt
description.

The w h t l e of crossbow bolts passing close, as well as
screams laden with blood lust, announced the sudden,
savage attack. Two well-aimed bolts destroyed the
lantern; we were plunged into darkness, still ignorant
of our foes’ identity and number. Ringing steel and the
sudden warning cries and shoutsof the mercenaries left
no doubt in my mind that the enemypressedits advan-
tage. The exclamationsof the mercenaries grew desper-
ate before I produced my lampstone.

Golden light washed across the cramped cavern,

revealing half a score of blankeyed, g r a y - s h e d

humanoids in mortal combat with the outer ringof
mercenaries. The warriorshad faredpoorly during the

lightless seconds-fully halfmy men lay dead or
mortally wounded upon the unyielding cavern flmr.As

a result of the magical illumination,however, I was able
to put a name to our enemy We fought cannibalistic
gnmlocks, men whose ancestorsforsook the light to live
brutish, bliid lives beneath the earth.

It was touch and go for a while, but with the return of
vision, the remaining mercenarie- well as Rasteno
and Cazpar-began to repel the grimlock onslaught.

Our seemingvictory was short lived, however.Just as face of the illithid’s obviousmental attack. I finally
the white-orbed humanoids gave ground, our mercenary
captain turned from the enemy to bury a long sword choked out, ”Wthat thing, or we’re all dead!”
deep into the back of a compatriot. I’m afraid that after this ay-made up of equal parts

The mercenaries wavered in reaction to the sudden terror and desperation-I passed out, probably due to

betrayal at their flank,and their line collapsed theaftereffectsof the illithid‘s brain blast.
completely when the grimlocks renewed their ferocious
Consequences
advance.Horrified, I watched the mercenay captain
continue to hew down his erstwhilecommand.A Unrelieved blackness defined my world. I lay for
some few secondsbereft of memory, the cold, hard stone
suspicionbegan to take root and grow in my mind. ... pressed against my face. I uttered an involuntary moan
and reflexively clutched my hands as memories of the
Just then, Rasteno’s arm whipped forward, poin!jng preceding momentstrickled back into my consciousness.
down a dark side tunnel. ”Something’sback there!“ he Renewed pressure on the lampstone, stillnestled in my
screamed.Those were the last words I ever heard him palm, produced a resurgence of illumination, revealing
speak. my plight.

I turned quickly to look and beheld the incarnationof The dead lay everywhere, their bodies intertwined ha
my fear staringback at me from the flickering shadows their finalstruggle, a grisly metaphor of the animosity
of the tunnel. The robed figure stood just out of the light, between men born to light and those born to darkness.
but the lampstone’s illumination dimly revealed its mis- Next to me, Rasteno’s form lay rigid, his last fromex-
shapenhead and the writhing,coiling duster of slick pression communicatingpure pain. Overcoming a fear
tentacles that depended from it. As I opened my mouth so tangible that it tasted like blood, I turned my head to
to give warning of the true enemy at our backs, I felt a lookinto the side tunnel where Rasteno first noticed the
scratch across the surface of my mind. tentacled creature.

Rasteno screamed again, thistimeinarticulately,and Cazpar stood over the prone form of the mind flayer.
fellto the ground in the grip of a violent convulsion.I re- His hands were redas he turned to face me.
mained standing, in better control of my facultiesin the
’Wakeman,I thought you slain,” he said, relief e+
dent his voice.

”Not yet,” I replied shakily,but with returning

Strrngth.

It was luck that saved me--luck and Cazpar’s deadly
martialskills.I knew that I could just have easilyjoin&
the rest of my men, their lives spilled out acrossthe rock
I shook my head in sadness, and the thought assailed
me: W h y was I spared?

I didn’t know the answer to that question then, and I
don’t know now. However, as I surveyed the carnage I
realized that my fear and ignoranceof the illithidswas
responsible for the deaths of those in my employ. I r e
solved then, upon the site of Rasteno’s gruesome
demise, to make the study of mind flayers my first
priority.

p reaarding mind #a

institwent parts. F o r instance,
Qakemani notes clearfy desdrik
rclithids as pssessing tootked mi-

ks,whereas several diagrams 7C.e

a c c u ~ u l a t e din tke +at Libra

Ashow beaked mouths. Aditional i

. .-
notes undiluwted,I C opted t o red

his IindEngs over intormation

" Idredged out o,$ dusty archives, L

tionary tales, and bardic stories
meant more (or entertainment than
enliglitenment.

&A-

To truly understand illithids, it i s first necessary to comprehend how their bodies and UlluuLw &It2 dlllpruu
minds function. These creatures share a few physical attributes with other humanoid
races, but portions of their anatomy are totally alien in make-up and composition. An hennaDhrodites,HL.,
analysis of their analogous humanoid characteristics-as well as a detailed examination ever, their internal struc-
of their esoteric physiological systems-fuels our comprehension, and we come closer tures are notably si
to that of more standard
humanoidraces.mse
analogous structures

An illithid is comparableto a human in h

generalbuild, but it possesses sickly, violets

tens with ubiquitousmucous. Its handshave only three

fingersplus a thumb, and its eyes are dead white,seem-

ingly devoid of pupils. Most ominously, an iUithid's

bulging head contains four grasping tentaclessurround-

ing a circular mouth ringed with many teeth. A

Illithidsgenerallylive in subterraneancolonies, as A

0 Head: lllithids possess elon- a bright light. Unlike other races that
possess less developed senses of
gated and ridged heads coated with $.!., . infravision. the illithids' infravisual
mucous (see 6 below). Many have clarity compares favorably with nor
likened the illithid head to that of an :i mal vision within its functional
octopus; however, standard illithids range. This range decreases in
possess only four tentacles (see 4 brighter light due to the increasing
below). This comparisonmay ac- "polarization" of the white sclera.
count for the many apocryphal sto-
ries and diagrams describingmind 0 Auditory Canals: An illithid
flayers with beaked mouths.
does not possess exterior ears like
Unlike most other humanoid many other humanoidraces. lnsteac
races, illithids completely lack the
ability to sense odor in their environ- it relieson small, ridged holes on
ment. Their psionic capacity (see
Chapter 3 for more details) some- either side of its head. These fleshy
what compensatesfor this missing ridges surround each auditory canal
sense-though it remainsa weak- andfunction in a limiteddegree like
ness sometimes exploitable by realears, collecting vibrations over i
clever opponents. wide surface area and channeling
them down the canal, where they are
@ Eyes: The eyes of a living illithid
processed into sound. However, no
are featureless and white, similar in
appearanceto blind cave fish that have iiiithidcan everachieve theacuteau
evolved away from the need to register ditory perceptionof a creaturr nnc
visible light. This comparison,how- sessingtrue ears
ever, is inaccurate. lllithids actually
possess supernormal visual capacities Tentacles: The most disturb.
in the infraredspectrum; the pale ing aspect of an illithid's physical
sclera coating illithid eyes screens out anatomy is its tentacle cluster.An
all visible light, but allow infrared illithid's tentacle is an elongated,
light easily. flexible, unsegmentedextension
usedfor feeling, grasping, and
The sclera also insulatesthe I procuring nourishment. Each ten-
illithid's own body heat from its in- tacle measuresbetween 2 to 4 feet
length in the mature illithid. Al-
fravisual orqans. Thus, illithids al- l though illithids possessfull volun-
tary control over these appendages,
ways perceivethe worldwith
~
infravision,whether in the dark or in
I1 the tentacles are apt to writhe and

undulateabsentmindedlywhile the

~

creatures engage in actions not re-
quiring them. In addition, illithid
tentacles punctuate mental commu-
nication, manipulate special tools,
and allow mind flayers to read theii
special qualith (engravedwriting
readablebytouch; see "Nonpsionir
Communication" on page 56 for
more details).

1 Despiteitsmultipleuses, a ten-

tacle's primaryfunction remainsthat

amplifying rne personal pslonic mighi 01

inoividua illithids and reduc ng the mental

strain of psychoporlivepowers by easing

ful tentade attack inflicts2 hit points and restrains me target. Wile at least on illirnid penerrationinro the Astral an0 Ethereal

holds the victim, each succeeding tentacle attack acerues a cumulative ti bon Planes.

e illithid's attack roll(to a maximum of t3 for the last tentacle a m ) . Con:ectJre hitner poinrs io the mucousas

*aracters struck by an i l l itentacle can lree themselves from the the some ol rhe mind flayers' significant I
.yywlw' a.*liW. succBsstuI bend barslligates IOU. Such an attempt takes one magic resistance. The ps'-act ve marerial

ched to thevictim, the ill seems, by irs very nanre, to repel mag ca

wits brainout inthe next r effects.

QuickIO take advanrage of ine ps onic am-

01 orain eflraci on. As mown in the analomcal cross seciion,an illithid plification qualities 01 their epidermal mucous, iilimids have 'ncorpo-

ienlac e n o m s a tn'n o A tnat rLns lrom a g.ano ocated near its baseto rated excess slime into psionic iiems (see Chapter 7 lor more detai s).

me leniac e9 lip. The gland (oneper leniac e) secretes and stores a power- However, the same mucous, when removed lrom a living i iirn,o body,

1. Iesh-ana-ooned sso v ng enryme lhai en-

ao es an ' m;o io nsen 'Islenraclesqulckly

inio ihe orain case 01 IS ntenoed w aim. Tne

enzyme rap o y oeactiwaieson conraci w th a I.

ano all anempis io harvest me enzyme lrom

s ain or capiive ' rnios rendersthe enzyme in-

acriwe.

louth: L kc thc amprey. an iinid pos- loses ail abilityto resist magic. Nonillithids remainmostly.unaware of
JII.IJLI) sewera r o w 01 norny teerh ser in a c r- the true psionic capacity of the mucous-though rumors tell of some
human mageswho possess aformula for a potion of ESP that uses
cu ar ,awiessmOJlh oenearn overnang ng illithid mucous as an effective ingredient.
irniac es Jn kea amprey nowever, an
'I1th'os m o m cannor rasp a no e n 11svic- @ Hands: As shown in various renderings, illithids possess hands
iim's Doow Insieao. an liin u .ses IS ieeth IO
masticateand swallow exposed braintissue extractedfrom the victim's that are quite humanoidin appearance--except for the lack of an index
skull. Additionally,these creatures breathe throughtheir mouths, as they finger. The three remaining fingers and thumb possess mauve to red
lack nostrils. shading. lllithld nails are thick and black; however, they are too blunt to
deliver an effective claw attack.
The absence of mind flayer vocal c0rds-s well as the lack of an oral
cavity suited to shaping speechkrenders illithids mute. Psionicability al- @ Feet: lllithids are rarely seen without distinctivetwo-lobed boots.
lows illithids to communicatewith each other and any sentient species, in
spite of their verbal deficit. At will, they can use line-of-sight telepathy to Beneath this covering, illithids possesstwo-toed feet conjoined by thin
communicatewith any creature; this power does not inhibittheir use of webbing. While wearing boots, this webbing remainsfolded. However,
other psychicabilities. when illithids remove their boots to relax in lounge-basins, the two toes
flex widely, allowing the webbing to enhance illithid swimming speeds.
A few accountsgive examples of mind flayers talking or yelling; the The webbed toes are a remnant of an illithid's pre-ceremorphic origins
authors of these particular stories mistakenly attributed psionic commu- (see Chapter 2 for more details).
nicationfor actual speech, unaware that telepathic communication is the
only way illithids can "speak."

;kinand Mucous: The moist, supple skin of most amphibians ab-
sorbs water and oxygen. lliithids differ in that their hideous mauve skin
glistens with a thin layer of mucous, preventingthe epidermis (outer layer
of skin) from passing oxygen. However,the mucousdoes keep essential
moisturesealed in. Below the lower layer of the skin (called the dermis),
mucous glands constantly replenishthis coating. The glandular secretions
give some illithids faint odors (detectable only at close range, but unde-
tectable to other illithids) similar to onion, garlic, and even vanilla.

While regulating skin moistureis vital, illithid mucous serves another
equally importantrole in illithid physiology:The mucous is partially
psi-active. Sages theorize that this mucous acts as a psychic resonator,

9

Life CvI c--Ie m d Variations

Q fluid; the pool basin usually extendsat least 2 feet aboae
the fluid’s surface. Severalunhatched clutches laid by
Cazpar, the current operator of Wakeman’s Sub- diffemt iUithids often simultaneouslycoat the inner
terranean Exotics, was instrumentalin locating, collat- edge, making it slick and lumpy in appearance.After a
ing,and expoundingupon the various notes and period of only one month, the eggs hatch, releasing
journals scribed by S. Wakeman. With Cazpar’s assis- small, writhing tadpoles into the waiting fluid below.
tance, a comprehensiveoverview of the iUithid lifecycle,
diet, and species variation became possible. Tadpoles

Ewls Without exception, the briny pools used for spawning
appear in the protected center of an illithid communi-
The hermaphroditic mind flayer spawns twice these pools serve as aquatic nurseries f
its entire life, depositing a gooey clutch o illithids and house illithid elder brains
measuring one-sixth of an inch in diamete
clutch contains approximately one thousand egg Iuithidsbegin their lives in the briny pool as tin
bound together by a sticky mass of illithid muco mauve tadpoles that breatheby means of externalgills
instead of lungs. At first, a tadpole does not possess a
The illithids deposit each egg clutch alo definite shape, nor does it have a tail. Furthe
inner edge of a briny pool, just above the s mouth is simply a Vshaped sucker located on
underside of its body. As its head grows, a tadpole
develops a round mouth with a horny rim.At the same
time, it sproutsfourtentacled growths connected by
translucent webbing;these growths serve as the young
a t h i d ’ s tail.

This tadpole stage lasts for a full 10years, during
which time the illithid continues to grow and develop.
An iUithid tadpole subsists on an allowanceof brainmeal
prepared by adult mind flayers. The fatty brainmealpBB
vides essential nutrients for a tadpole’s survival-
althoughportions of raw brains might suffice for its
nutritionalmquirementsin the absence of the prepared
formula.

Those tadpoles surviving a fulldecade reach a length
of 3inchesfrom head to tentacle tip and look somewhat
similar to elongated miniature octopi. Dlithid tadpole

t their development,remain-

o l e in a clutch do not surviveZo
survive).The d u c k y majority is
the elder brain residingin the
view any survivingtad-
suitable candidatesfor

Ceremorph

Cereimorphosis i s the
wherein an illithid tadpa
for this closely guarded
Elder TcIngue-cere mea
“farm .” C eremo rphos is
begins when an adult
illithid inserts a mature
tadpole into the ear of a
helpless humanoid. The
tadpole burrows into its
vi ct im’s brain, quick Iy
consuming much of the
gray matter and replac-
ing the consumed brain
with its own squalid tis-
sue. In effect, the tad-
pole melds with the un-
eaten lower brain stem
of the victim, killing all
remnants of the person-
ality and spirit of the
victim, while leaving the
physical body alive far
the tadpole to use as its
own body. Within days,
additional morphologi-
cal transformations,
additions, and sub-
tractions (see “Anatomy,
Abilities, and Limita-

11

1 I unce taduole immantation occurs. the victim is

1 doomed.A L d p o l e ' r e q k only &e rounds to burrow
into its victim's brain, after which it immediately sub-

bsumes the creature's personality, replacingit with its
own awakeningintellect. Generally speaking,the point
of no return(inthe case of the victim) occurs one hour
after implantation.Any time after this, it is impossibleto
restore the victim;his or her spirit seeks its fate in the
Outer Planes. Ceremorphosiscontinues normally for the
emergingillithid, during which time it remains helpless.
The transformationfrom humanoid to illithid tissue con-

Adults

A n adult illithid standsroughly 6 feettall and weighs
in at 170pounds, on average.Generally speaking, adult
illithidspossess a height and weight similar to that of
their humanoid victims prior to cemorphosis. Since
illithidsare hennaphditic, no sexual differentiationis
possible betw- individuals.

Mind flayers are warm blooded and subject to tiit:

harmful effects of extreme heat, cold, and other'hostile

environmental conditions. Of course, many individuals

possess mental powers that mitigate or completely

alteviate the discomfort or lethal nature of such

environments.

From the time an illithid comes into its adult form, it
can expectto live anywherefrom 115to 135years.Dur-
ing this period it grows in psionicpower, formulates
plans for the conquestof all other races, accumulatesa
harem of slaves, and eatsbrains.

Biochemicals and hornones found only in brain tissue

are essentialnutrientsfor adult illithids.However,

illithids eatbrains more for the psychic quotientcon-

tained in sentient gray matter thanthephysical nutrients.



This psychic essence metaphysicallynourishes the illithid
far more efficientlythan a diet of mere flesh ever could.
Illithidsuse this liberated psychic essence to reenergize
their metabolismso effectivelythat the consumption of
only one brain a month constitutesa healthy illithid diet.
Of course, iUithids sometimeseat many more brains in
one month's time if they can p r o m them without de-
pleting futuresupplies.

Only intelligent creatures (Intelligence of 3 or more)

contain the necessary psychic quotient to nourish an

illithid properly lllithids do occasionally snack on the

brain tissue of animals that they consider culinary

delights-such as ustilagors, the immature forms of

intellect devourers However, illithids become

malnourished and weak in the absence of the minimum
essential sentient brain per month For every month an

i l l i t h i d goes "hungry," it loses ?4 of i t s original h i t

points and Psionic Power Points, until it finally starves

to death following the fourth month of

privation.

segments of the population with less thanstellar

abilities.

From Neophyteto Maturity The followingcatalogue of illithid variations repre-
sents an exhaustive compilation of S. Wakeman's notes,
Even though ceremorphosisproduces illithids that ap- as well as the reports of generationsof adventurers.
pear mature to the uninitiated, neophyte illithids do not Hundreds of daringmen and women risked their lives
possess anythingnear the experienceor mental abilities to collect this information. Sadly, many of them never
that outsiders attributeto all illithids.Just like any other returned.
race, illithidsmust grow into their strengthand powers,
though such knowledgeis guarded by mind flayers. Arcane lllithids

In fact, from the time illithids are "born" to the time Accounts speak of illithids utilizing arcane abilities
their powers mature, many years will pass. Just like and spell-likepowers. In truth, illithidsare psionic in na-
other living organisms, experiencebrings wisdom and ture almost by definition. It is likely that such accounts
new abilities;illithids that live long enough can expect to derive from witnesses unfamiliar with psionic devo-
reach their race's standard potential within 21 years of tions, or from those who feel (perhapsrightly so)that all
their emergence.Thus, while an illithid force of traders, manipulation of the physical world that occurs without
explorers, or other important group consists of mature resort to physical methods is "arcane."
illithids, a large subterraneancity of illithids possesses

14

. Spells and spell-likepowers uti-

lize logic-independentspells and

(asaescnvea m 1M compwte formulas to manifest effects,

and Powers)should use the game

Chapter 8. The creature's abilitic ..
es of the flayer-kin (elderbrains,
word seldom used to describg.

variants (ditharids, alhoons, and .. hue magic. Perhaps thisgoes

some way to explain why illithid

psychoactive mucous is so resis-

tant to the effectsof magic.

The mental abilities utilized bv mind flavers are

psionic in nature; that is, they derive from mental exer- Ulitharids

cises that catalvze chan"ge external to the enactor's mind Approximately 1out of every 25 illithid tadpoles re-
and body. Some argue whether the forces tapped and

manipulatedby psionic devotions are synonymouswith quire twice as long (20 years) to mature sufficiently for

the energy tapped by arcane spells.However, the incon- ceremorphosis;these tadpoles ceremorph into

testable fact remains that psionic effects are actualized ulitharids if given the chance. However, prior to cere-

according to a philosophy at odds with that used by morphosis, nothing distinguishes them from other tad-

spellcastersand arcani beasts. poles in the brine pool; that is, ulitharid tadpoles do not

stand a better chance of surviving predation by the The elder brain remains alive despite the deaths of its
elder brain than do normal tadpoles. Normally, tissue contributors.It does so via an intricate psionic sci-
there are about 40 ulitharid tadpolesper ence it exerts ceaselessly on its own behalf, maintaining
clutch, and only 2 out of 1,000 tad- itself in the face of entropy.The briny fluid covering the
poles in a clutch survive to cere- elder brain also serves as a preservative, complementing
morphosis. Only 1ulitharid in its psionic effortsof preservation. Additionally,the elder
20,000 tadpoles (20 clutches)ever brain preys upon the thousands of tadpoles that share its
reaches full maturity. pool, extractingthe pre-sentient psionic complexusfrom
ulitharids each tadpole in order to fuel its own existence.Nothing
tower over their but driftingbrine and oil remains of a tadpole after the
lesser kin,
elder brain feedsupon it.
- .. Despite the gradualaddition of

tall. Besides their size, ulitharids tadpole life force and the mass of new
ssess two additionaltentacles, granting iUithidbrains, the size of an elder brain never
hem a total of six intrusive tentacles and the rev- swells beyond a 10-footdiameter. Not even illithids
ence of most four-tentacledmind flayers.Finally, an h o w for certain why the elder brain doesn't burst the
ulitharid can expect to live for at least 250 years, and confines of its pool over the ages. Many theories exist,
some have survived far longer before joining the elder and sinceconfirmationdoes not seem forthcomingfrom
brain. their elders, illithidsgenerallybelieve that elder brains
Ulitharids are, in a sense, "super" mind flayers; they shunt excessmass directly into a psionicallymaintained
quickly rise to the top of the community which engen- node on the Astral Plane. The astral portion remains
dered them, exercising their will upon normal illithids wholly functional and unified with the brain remaining
for the greater glory of the race. An ulitharid's on the Prime MaterialPlane.
"favored status, arising from its two extra tentacles, The elder brain d e s an illithid community-
often places it in the office of Creed-master, expedition although the role of each elder brain variesbetween lo-
leader, godly liaison, or all three simultaneously.How- cales.Afew particularlydespotic elderbrains oversee
ever, the infrequency of an ulitharid's birth means that each and every decision that potentially affectsits com-
only 1out of every 10 illithid colonies can boast an munity. However, the majority of elder brains are more
ulitharid elder. passive; they serve as consultants, advisors, and, most
importantly, the living repository of the community's
See the Mind Flayer Quick Stat Reference in Chaptei technology, history, and psionic expertise.
Because it is the center for all lore within its commu-
8 for quick reference game statistics on ulitharids nity, an elder brain remains in constantmental contact
with its illithid "children" via telepathy. Its structure is
Elder Dmins such that an elder brain can maintain up to 10 distinct,
parallel mental conversations.Queries to the elderbrain
The elder brain lies at the center of an illithid commu- take the form of questions concerning legal precedent,
nity. It is a sentient, disembodied mind that resides at the tunnel engineering,psychic reference, and psionic in-
bottom of a pool filled with briny fluid. The elder brain's struction-to name just a few.An elder brain also func-
cognizance stems from the cast-off brain tissue of re- tions as the de-facto"library" within an illithid
cently deceased mind flayers. In effect, an elder brain is community, recordinginformation within the organic
a conglomerateof illithid minds mingled and alloyed in lattices of its mind. Any illithid can tap into this livingli-
united consciousness. It is the right and duty of every brary with a simple telepathic query.
illithid one day to join the elder brain in exalted mental- The elder brain has a telepathic range between 2 to 5
ity, guiding and shepherdingits erstwhile community. miles, depending on its age and size.Within this radius,
While most illithids believe that their personality will the elder brain is aware of all thinkingbeings, making it
survive the transition, the elder brain actually suborns difficultto penetrate an illithid communitywithout its
individual egos to the gestalt consciousnessthat suffuses elderbrain immediatelydetecting the invasion and dis-
its mass of tangled, fibrous tissues. patching illithid enforcers to dealwith intruders. An
elderbrain can telepathicallycommunicatewith every
sentientbeing within its range, even through solid stone.
Within thisrange, the elderbrain can also relay commw
nicationsbetween individuals, so iUithids that are not

16

within each other’s line- a overmindwhose elder-
L
of-sight can still commu- brain neurons connect
via the Astral Plane.
nicate.
Suchan entitv would
A sage named possess vast powers. It
seems unlikelv that
Hapworth claims that illithid deitieswould ap-
prove the birth of such a
each elder brain multi-planarbeing
whose prerogatives
possessesthe ability to would almost certainly
compete with their own.
bud a portion of itself

into a humanoid shape

and then secretea

membranous skin to

cover over the naked

brain tissue, creating an

entity known as a brain

golem. Hapworth See Chapter 9 for

believes that brain 1 elder brain game

golems are created at the statistics, abilities, and
strategies in the face of
behest of the illithidsto aggression

serve as guardiansin the

community. While

”braingolems”may very

well serve as extra

muscle in a pinch, in woc AIhoons
reality they function as
-+$ (IlIithiIichs)
physical extensionsof
Rogues exist within
the elder brain. An elder every culture, and mind
flayer society is not im-
brain creates each

extensionfor a specific

purpose; once a brain mune from individuals

golem completesits that fly in the faceof

purpose, its creator re- convention and act in
L ways that flout illithid
absorbs it. For the most

part, illithidsremain sense and sensibility.

ignorant of the purpose Mind flayers that stray

of each mobilebudding, and so they regard brain furthest from illithidideology in searchof personal

golems as temporary servantswhile the creatures power sometimes ignoretheir mental developmentin

remain apart from an elder brain. favor of the more chaotic rewards of magicalstudy. Of

Among illithids, a peculiar rumor existsconcerning course, illithidsfrown on arcane experimentationin gen-

elder brains and their fmal disposition. The rumor sug- eral. Those illithidsfound secretlypracticing sorceryare

gests that elder brains are not an end in themselves,but turned out of the illithid community, foreverbarred from

rather serve a purpose that will be realized in the full- uniting with the elder brain at their lives’ end.

ness of time. Proponentsof this theory regard individual Withoutfail, mind b y e s that prove magicallyadept

elder brains as single cells.When the total number of seek to learn the mane formulaenecessary to extend

elder brains on all planes reaches some as-yet-unrealized their lives beyond their normal span. Illithids successful

criticalnumber, a sudden psychic flare will instanta- in thisquest become undead creaturesknown as al-

neously unite every elderbrain into a single coherent hoons, illithid lichs,or illithilichs.

17

Alhoons superficiallyresemble their living kin; how- flayersareunable to pass on their curseto their victims.
ever, their skin is dry and wrinkled, freeof the ubiqui- Finally, mind flayershate and fear vampiric illithidsjust
tous mucous that covers living mind flayers. Psionically as much, if not more, thando other races; illithidshunt
speaking, alhoonspossess the limited psionic powers of down these creatureswhenever they appear. Thankfully,
a young adult illithid not yet at the peak of its powers. no plague of vampiric mind flayers is imminent.
However, the spellcastingpowers of a n alhoon alleviate
any deficit in psionic power. See the Mind Flayer Quick Stat Reference in Chapter

Spumed by orthodox illithids, alhoonslive singly- 8 for vampiric illithid game statistics.
although the rumor of an alhoon conclave does exist. Al-
hoons owe allegianceto no one, and they would not Urophions
hesitate to use living mind flayers as thought- or spell-
controlled slaves if the opportunitypresented itself. Mind flayersappreciate the potential inherent in their
Likewise, illithid communities actively seek and destroy ceremorphologid life cycle. Although adapted to utilize
alhoons, ruthlessly followingup all rumor of alhoon ac- humanoid forms in their passage from tadpole to mature
tivity with deadly intent. mind flayer, illithidssometimesattempt tadpole
implantation in other species in order to create flayen-
See the Mind Flayer Quick Stat Reference in Chapter kin, hoping for enhanced and novel abilitiesthat stem
from the synthesisof the tadpole's and the original
8 for alhoon game statistics creature's capabilities.In almost every case, such
experimentsyield nothing. However, efforts in this area
lllithid Vmpires continue, impired by the successfulgenesis of the
urophion, or illithid roper.
Nothing short of twisted, obscene obsession could ac-
count for the existenceof a vampiric mind flayer. As pro- The urophion is a formidableand violent creature, ca-
fane to the natural world as either are alone, an illithid pable of indulgingits lust for gray matter by first stun-
vampire seems like the product of deranged haw- ningpotential meals with a mental blast from the
tion. Unfortunately,illithid vampires do not exist simply concealmentof darkness and then extra&@ the brain d
in nightmares. Rather, these evil creaturesstalk the nat- its victim at a considerabledistancefrom its bulk. It ac-
ural world, burning with a supernatural hunger that complishesthisthrough the simultaneoususe of all six
they can slake only with the blood, brains, and life of its ropy tentacles. A urophion retains most of the m e
energy of the innocent. tality and psionic ability of standardillithids.However,
its relatively immobile form prevents other illithidsfrom
Illithid vampires roam the confines of the Demiplane viewing it as an equal. Thus, the urophion usually finds
of Dread, unable to breach the mistybarriers that keep itself functioningas a guardian for most of its life.
the demiplane's populace prisoner. However, it appears
that at least one such creature escaped to the Prime Ma- Urophionsthat spend their lives in serviceto an
terial Plane, seekingto quenchits undying thirst on vir- illithid communitycan expect to join the elder brain just
gin populations unprepared to deal with an like standardillithids. However, mphions often become
abomination. discontentwith theirsecond-classstatus, and they es-
cape into the underdark to pursue goals of their o w e ,
The vampiric mind flayer appears much altered from
its living kin, in part due to its habit of stalkingprey un- r 9 contains the full new monster statistics for
clothed. Its cranium is visibly devolved, shrunken, and
swept back. In addition, its feeding tentaclesare omi- the urophion.
nously longer and thicker thanthose of living mind flay-
ers, obviously capable of deliveringlethal bludgeonings neothelids
Undeath has also blackened the creature, makingit diffi
cult to detect in the darkness. The word that best de- Tadpolesin the pool of an elder brain either serve as
scribes the image of the vampiricmind flayeris psychometabolicfood (mostlikely),or mature and m-
"predator." dergoceremorphosisunder the supervision of adult
illithids. It is illithid taboo not to implant a mature tad-
Three factors mitigate what at first glance seems a ter- pole into a form-donor. Such an occulTenceis not
rible threat. First, vampiric mind flayersare insane; they recorded in the memory of any living elder brain.
possess the cunning of a rabid animal, not that of a rea-
soning being. Second, the process that created these crea-
tures is purely artifiaal; in the wild, vampiricmind

Of course, when an elder brain dies,is driven off, or is As the years pass, it continues to grow longer, larger,
killed, the illithid community surrounding it collapses; and more dangerous.
tadpoles in the brine pool gamer little-to-no attention.
These creatures enjoy a brief reprieve from elder brain The first sentient brain that the growing slug manages
predation-though they do not undergo ceremorphosis. to eat triggers reciprocal sentience. Selfawareness and a
However, these tadpoles soon grow hungry in the ab- blossoming psionic potential combiie in lethal measure,
sence of regular feeding. assuring the success of the mature’s continued growth
and survival. This event consecrates the entity as a
Hunger turns toward starvation, and the older tad- neothelid-a leviathan slug possessed of dragonlike pro-
poles turnon the younger, buying survivalat the ex- portions and malice that leaves a poison trail of mucous
pense of their siblings’lives. When only the largest and
most vicious tadpoles remain, they turnon each other Jin itswake. Aneothelid alsobreathes a flesh-corroding
until the feeding orgy concludes. It is rare that any single
tadpole survives this scenk-but sometimes, one substance that dissolves all but the fatty brain tissue of
does. its intendedprey-be it man, drow, or illithid.

Certain species of amphibians remain in larval form
alI their lives, a phenomenon called neoteny. A tadpole

that fails to undergo ceremorphosis-but one that lives Chapter 9 contains the full new monster statistics for
long enough to slither out of its pool of brine into the the neothelid.
world of air-xperiences this phenomena. The growing
tadpole survives by preying upon subterranean vermin,
extractingnourishing (even though nonsentient)brains.

10

lllithids possess psychic powers: the ability ..red .screams, pale blue, flutes in
e darkness . ..t/ie s e n t ~igarlic, water lapping against
to call upon inner mental resources to change ...lii(restDne,a w&ffof tanay brine, and a s i q l e splash

and manipulate the environment without Each successive mentat stratum b.h in./brmation and sen-

recourse to physical effort. Mind flayers can satibn stripped away by the interrogAtOrs revealed yet an-

mentally examine, confuse, and/or control other . w i t h every layer peeled back ti

minds with their own fearsome intellects. In an mion, wouCA a

addition, they can instantly travel between two cDnt sent thrDugh the un

locations using pure brain power. These and underdark mmmunity bearing pntentiatly strategic infor-

other powers are known collectively as psionics. ~bsigned t D open the higher tevets the d t e g

Philosophy of Psionics u t i p r a n d with it, /ear.

At least two schools of thought exist re- -&~i(r t/ie A rckives of the A wane R r d e
garding the true nature of psionic abilities.
One philosophy has it that psionicistsinitiate agic tap thesame field of universal
their mental effectsusing energy wsident ds retain 90%magic resistance, but
withim the mind itself. The other position ar- ?Answer:Magic resistance
gues that, while the mind initiates and shapes energy'' per se, but rather
the psionic effect, the energy of actualization
stems from an extraneous source. uit used to channel thisenergy (ie.,
disciplinea~ opposing "conduits").
This debate has repercussionsbeyond prc-
viding fuel for the mouths of sages. If psionic
effectstruly begin and end in the mind alone,
then psionics remains completely divorced
from magic; spells and psionics ignore each
other like opposing beams of light.

On the other hand, if psionic powers really
flow from the mental manipulation of exter-
nal forces, Ackaem's Dagger* argues that this
force is likely the same ambient energy m-
nipulated by spells. If true, then the same
essence energizesboth a continual light spell
and the psionic scienceof teleportation, ev
though both effects are channeledby corn-*
pletely differentmeans.

*A'Ackaem'sDagger: A u n i v d rule stahg that the sim-
plest of two or more competing theories is likely the COI-
ect one.It seems that most worldshave some variation
this simple aphorism.

illithids draw their PSPs from a uniform pool to activate vs. spellto resist the effects
psionic sciences, devotions, attacks, and defenses. Each
time an illithiduses its PSPs, it deducts the cost of the
ability from its PSI' total.

To affect another creature with a psionic science or de-
votion, an illithid must first open the mind of its target
with a psionic attack. The minds of all charactersand
creatures are naturally closed. However, an entity can
voluntarily open its mind to psionic contact. Undead
representan exceptionto this rule. Psionic abilitiesthat
require their targets to have "opened minds cannot

21

a target in the same round that it opens its victim's
mind.

A target with an "opened mind can closeit in the
next round by making a successful saving throw vs. par
alyzation with a -4 penalv.

If the psionic attack or disci-

pline used againstthe target
wasn't successful, the victim
does not suffer a -4 penalty
to his savingthrow vs. para-
lyzation.

If the defender succ
fully closes his mind,
psionic disdpline
in use againstthe newly
closed mind ceases to fwnc-
tion; the defender success-
fullybreaks contact. If an
illithid wants to mstabhh
contact in order to use an-
other psionic discipline, it
must again attempt to open the target's mind.

When an illithid attack another psionic mind,
"psionic combat" ensues. In psionic combat, one cr
ture uses a psionic attack in an attempt to crush an
' other's psionic defense. This attack and defense
alternates between opponents; each has the chance

both attack and defend at least once in the round, based modes operating. If successful,id insinuationleaves the
on standard initiative rules and the number of each op- target confused&d powerless to act (but able to defend)
ponent’s psionic attacks per round (#AT).Psionic combat for ld4 rounds.
continues until one opponent loses allof its PSPs. The
defeated mind becomes a nonpsionicmind until it re- ‘Medium range givesthe defendera +2bonus to his MA ,
generates its psionic strengthpoints. long rangeoffers a +5bonus to the defender’sMAC.

lllithid Psionic Attacks Mind Blast

llhthidshave access to the psionic attack formsof ego PSP Cost:8+variable.
whip, id insinuation,and mind blast (uniqueto illithi&). Area of Effed: Cone, 60’ x 20’ base

AU thrseof these attack formscan force a closed mind to This psionic attack is availableonly to illithids, and it is

open for further psionic contact. However,mind blast has not the same as thestandard psionicblast. Unlike other
the capacityto affect targets with closed minds. The stan-
dard illithid psionic attacks have the followingstatistics: psionicattacks,the illithidmind blast has two alternate
uses. In its first form,it functionsas a psionic attack
Ego Whip againsta singletarget in psionic combat.A massive wave
of power washes over the wet,stunningher brain.
PSP Cost: 4+variabl-,
Range: Short (40 yards), medium*(80 yards), long* For every 8PSPs energizing the mind blast attack
(120 yards) (deckxed after a successful attack roll), the target’s PSP
pool suffers a cumulative ld12 points of psionic damage.
This attack assaults the target‘s individualitylike a A failed attack costs 6 PSPs. Even though mind blast can
glowing whip, slicing open the wells of inferiority and drain the PSPs of an opponent,it never opens an oppo-
worthlessnessburied deep inside all creatures.For every nent’s mind to further psionic contact, nor can it open
4PSPs energizing the ego whip attack (declaredafter a nonpsionic minds.
successful attack roll), the target’s PSP pool suffers a cu-
mulative ld6 points of psionic damage (or one nonp- Its second, more traditionalform,affectsseveral nonp-
sionicmind opens).A failed attack costs 2 PSPs.
t
When used against an opened mind, the attacker
must make a successful IvlTHACO roll (with a +2bonus) I
to affect the target-ven though the defender does not
possess any psychic defenses. If successful,ego whip
dazes the target for ld4 rounds. While dazed, allof a
character’s die rolls (attack rolls, savingthrows, etc.) re-
ceive a -5 penalty. Furthermore,a dazed spellcastercan-
not cast spells above 3rd level.

*Mediumrange givesthe defendera +2bonus to his MAC;
long range offers a +5 bonus to the defender’sMAC.

Id Insinuation

PSP Cost: 6 + variable

Range: Short (60 yards), medium‘ (120 yds), and long‘
(180yards)

Like a mental battering ram, this attack bursts the
walls separatingprimitive needs from socialconstraints.
For every 6 PSPs that energize the id insinuation,the tar-
get’s PSP pool suffers a cumulative ld8 points of psionic
damage (or one nonpsionicmind opens).A failed attack
costs 3 PSPs.

An attacker must still make a successfulMTHACO
(with a +2 bonus) in order to affect an opened mind-
even though the opened mind has no psychic defense

phased by the menta

which an illithid must hurl its power horder to

stun multiplenonpsionicminds simply cannot
pierce the passive or active defenses of a psionic
mind.

sionic minds within a cone 60 feet long, 5 feetwide at its illithid Psionic Defenses
point of origin, and 20 feet wide at its far end.Any nonp
sionic mind-whether opened or closed-within this An a t h i d or other psionic entity can activate
area of effectmust make a saving throw vs. wands. Fail- a psionic defense at the beginning of a psionic
ure indicates that the mind blast's power rips through combat round. This defenseprotects against all
the targets' brains, stunningthem for 3d4 rounds. psionic attackslaunched at the entity during
Stunned creaturescannot perform any actions. Illithids that round. An illithid pays the particular de-
may use mind blast only once every turnwhen attacking fense's FS' P cost only onceper round, no matter how
multiple targets4espite normal rules of usage tied to many attacks it defends against in that round.
PSP costs.
Mind Blank PSP Costmound 3
Any psionic character or creature caught within a
mind blast's multiple-attack area of effect remains un- This defensehides the mind, forminga vast, featureless

'. ' mental expanse of vacuous conception.

Thought Shield PSP CostlRound 2

This defense erects a shield composed of hope for sanc-

tuary against menial attacks.

Mental Barrier PSP CostlRound 5

Tlus defensethrows up a wall of dlssembhg thoughts

.

Intellect Fo~tr PSP cos

This defense encases the mind in a powerful fortress

of mental determination.

Tower of Iron Will PSP C O S t m O u n d ~

This defense builds an unassailablemental haven

with buildingblocks of rigid cogitation.

I The table above cross-indexespsionic attacks vs.
psionic defenses; it lists the cost for each psionic defense
F in parenthesis and presentspsionic combat modifiers
(either as a positivebonus or a negative penalty)to the
attacker's MTHACOroll. When a psionic attack clashes
with a psionic defense, cross-index one against the otheI
then apply the resulting modifier to the attacker's
MTHACO roll. For the sake of thoroughness, all psionic
attacks appear on the table--even though iUithids do no
possess all of them.

JIIithid Psionic Disciplines Astral Projection

Illithidscan use psionic disciplinesonly against minds (psychoportativedevotion)
they have opened through psionic attack.To determine
if a psionic power works against an opened mind, an hlAC 8 PSP Cost: 3/1
illithid must make an MTHACOroll against the disd-
pline's MAC score on a ld20.A roll of 1always indicates Range: N/A Area of Effe& Personal
failure,while a roll of 20 always indicates success.
Astral projection allows an illithid to travel withou
All disciplines (sometimescalled powers) cost a num- its physicalbody (unlikeprobability travel)by creating
ber of PSPs per round of use. The cost listed to the left of an astral form that immediatelyleaps into the Astral
the slash in the disciplinelistingsbelow indicates the
number of El's needed to use the power for a single Plane. Only creatures that also travel on the Astral'I
round. The cost listed to the right of the slash q r e s e n t s
the number of PSPs expended by the user ifthe can see the form. A silver cord connects the astral bo
MTHACO roll fails. to the physical one, stretching 10feet from the astral
body before fading into invisibility.If the cord is severe
Illithids can maintain activated powers round to both the astral and the physical body die. However,
round without making additionalMTHACO rolls simply astral cords are nearly indestructible; only a powerful
by expending El's to pay for the power's cost-unless astral cycloneor the silver sword of a githyankiwarrior
the target successMy closes its mind (seepage 22 for can sever the cord.
more details).The first round that an illithid does not pay
the power's PSP cost-or the moment a target closesits As describedunder probability travel, the Astral
mind-the power's effectscease. In order to reactivate Plane is useful for travelingto a myriad of other planes.
the power, a n illithid must either make a new MTHACO When an illithid's astral body reaches a destinationother
roll against the power's MAC (if the victim's mind re- thanthe Astral Plane, it forms a temporary physical
mains opened)or attemptto open the target's mind body resembling its real body in exact detail-though
through psionic attack (if the defender closed its mind). thistemporary form does not have its physical posses-
sions. The temporary body retainsall the physical a
The powers describedbelow represe mental abilitiesof the original (notethat planar dissc
normally availableto standard illithids. nance prevents a temporary body from forming on t
sameplane as the original).

nJmber against which an illithid must roll e6

against an opened mind.
PSP Cost: The number of PSPs that an illithid must

spend per round in order to use a psionic power (unless
otherwise noted). The secondary number is the PSP cost
if an illithid's MTHACO r o l l fails.

Range: The maximum distance from the user at
which the power has an effect. "Touch" requires an
ordinary attack roll to use. in addition to the MTHACO
roll.

Area of Effect: The physical area or number of
beings affected by a power.

When an illithid ceases to use the astral projection Body Equilibrium
power, its temporary body dissolves, and its astral form
immediately journeys back to its original body, under (psychometabolicCLWUUULL,
normal circumstances. MAC6
Range: 0
Awe
This power allows an illithid to adjust its body weight
(telepathicdevotion) to correspond to the surface on which it stands. Thus, asi
illithid can walk on water, quicksand, silt, or even a
MAC 6 PSP Cost: 4+/L t spider’s web without sinkingor breaking through.If an
illithid activatesthispower at the beginning of a long
Range: 0 Area of Effect 20-yd radius fall, it slows its descentenough to escape i n j q . How-
ever, gusts of wind could dash the super-lightillithid
into stationary objects.

Awe causes an open-minded target to hold the user in Control Body
high esteem. Creatures affectedby thispower aremen-
taUy cowed-they sense the illithid‘s “awesomemight.” (psychokinetic devotion)
Affectedcreatureshave no desire to serve or befriend the
power’s user, but they wiU not attack it unless forced to MAC4 PSP Cost:a/,
do so. If possible, these creatures avoid the illithid com-
pletely, taking the first opportunity to leave its awesome Range: 80 yds. Area of Effe& I n d i v i d d
presence. The PSI’ cost (forboth successand failure) in-
An illithid can take control of anotherhumanoids
creasesby 1for every five levels or HD of the target body with thispower. In effect, the victim becomes a
marionettealthough she remainscognizant of her SUI-
above 5th level. roundings while under control.

Even after a n illithid successfullyopens a victim’s WP
mind and makes a successful MTHACO roll to activate
this devotion, the victim receivesa saving throw vs. spell (telepathicdevotion)
to resist the attack. If the victim makes the savingthrow,
she breaks *though the illithid attackermust still MAC 6 PSP Cost: 6+/3+
pay the power cost. If the victim fails the save, the
illithid gains control of her body (as describedbelow). Range: 180yds. Area of Effect:Individual
Targets of this power can make a
saving throw at the beginning of Extrasensory perception @SP)allowsan illithid to
each round to resist an illithid‘s read an open-minded target‘s thoughts. The user can
control. perceive surface or adive thoughts, but not memories or

If the power works, the illithid has subconsciouslandscapes. Most intelligent creatures
rudimentary control over the tar-
get’s limbs. An illithid can forceits thinkin their native tongue; however, a n illithid‘s
”puppet” to attack-although
such attacks suffer a -6 penalty. ability to speak telepathicallywith sentientm a -
However, it cannot force its victim to tures allowsit to perceive the language of its tar-
speak.In fact, the target retains complete get easily.Unintelligentmatures thinkin
control over her speech centers and can cast pidurrs, which are not always easily decipher-
spellswith verbal-onlycomponents. able. The PSP cost (for both success and failure)
increasesby 1for every five levels or
The power dissipatesif the victim does not stay
within a n 80-yard radius of the illithid. Furthermore,the target is above 5th level.
victim gains another saving throw to resist controlifthe
attackingillithid orders the target to do somethingobvi- levitation
ously suicidal-such as forcingthe victim to dive into
the pool of an elder brain. (psychokinetic devotion)

MAC 8 (base) PSP Cost: 5/2

Range: 0 Area of Effect Personal

Domination PSP Cost:6+/3+ Thispower allows an iUithid to floatby employing
Area of Effed:Individual telekinesis on itself. An illithid using this devotion rises
(telepathicscience) at the rate of 60 feet per round. It can also descend quite
MAC 8 quickly by givingits body over to gravity, then slowing
Range: 30 yds. down near the ground.

Domination projects mental commands into the mind An illithid can carry its own weight, plus an addi-
of one other being. A dominated target knows what is tional load. Every additional25 pounds worsens the
happening, but is helpless to resist the illithid’s will. A power’s MAC by 1. Thus, the MAC for an illithid carry-
target’s abilitiesremain unaffected by thispower, and an ing 32 pounds is 7.
illithid can utilize any of these abfiti-if it knows
about them. However, domination does not reveal facts Note that levitation does not provide an illithid with
or secrets about the target. the ability to move horizontally.However, other powers
or physicalmeans used in conjundionwith levitation
If an illithid successfully triggers domination on an could allow the illithid to propel itself or change
opened mind, the target receivesa saving throw vs. spell direction
to resist the effect. If the save fails, the target falls under
the illithid‘s control for as long as that illithid pays the Post-hypnotic Suggestion
PSP cost. The PSP cost varies accordingto the target‘s
level, as shown below: (telepathicdevotion)

MAC 6 PSP Cost: 8/2

Range: 30 yds. Area of Effect:Individual

Target‘s PSP Any creature with an Intelligencebetween 7 and 17
Level/HD can receive a post-hypnotic suggestion-if an illithid
Cost first opens its mind. The illithid simply plants a sugges-
1-5 6/3 tion of some reasonable course of action, as well as a sit-
6-10 12/6 uation that will trigger thisaction in the victim’s
11-15 22/11 subconscious.When the illithid implantsthe post-hyp-
16-20 32/16 notic suggestion, the target is unaware of the suggested
21+ 50/25 course of adion. When the situationarises, the target
must make a saving throw vs. spell to avoid acting on
the implanted suggestion.The target gains a +1 bonus to

27 I

tms save for each week that passes since the illithid orig- Taste link
inally planted the suggestion.
(telepathicdevotion)
A “reasonablecourseof action” is one that does not
MAC 6 PSP Cost: 2/1
violate the crea!xre’salignment or class restrictions. If
Range: 180yds. Area of Effect:Individual
the suggestion is too strange, the target can refrain from
taking the action, at the option of the DM. Taste link allows a n illithid to tap into the flavor

senses of another illithid (or other creature).The first

illithid tastes whatever the second eats (cerebraldelica-

Probability Travel cies, in most cases). If the linked creature ingests poison,

(psychoportativescience) the iUithid using thispower must make a saving throw

MAC 6 PSP Cost:Special/5 vs. poison to avoid passing out and severing the link.

Range: N/A Area of Effect: Individual+ However, the illithid initiating the link does not actually

sufferany other affects from the poison+ven if the

An illithid can traverse the Astral Plane physically, as linked creature dies.
if in astral form (see the astral projectionpsychoporta-
tive devotion)when using thispower. It does not leave Unique JZIithid
behind its physical body with thisscienceand thus does
not trail a vulnerable silver cord throughthe astral void. Psiodc Disciplines
Probability travel requires 20 PSPs to initiate, but only
requires 8 PSPs per hour to maintain. Besides those generalpsionic powers possessed by
every illithid, these
The Astral Plane (also known as the plane of the creatureshave many
mind) boasts two-dimensionalcolor pools, scat- psionic abilities
tered in random profusion. These pools serve unique to their race.
as portals to distant points on the Prime Mate- Illithid psionic mas-
rial Plane (other worlds) and the ters developed these
Outer Planes(planesthat host disciplines and
powers both infernal and divine). charged the elder
Total distance moved per round brains with their
on the Astral Plane is determined by guardianship; the
the Intelligence of each illithid elderbrains, in turn,
(17 or 18)x 30 feet. It nor- continueto pass on
mally takes ld6+6hours of such knowledge
travel time for an illithid to from one generation
reach its destination if proba- to the next. The fol-
bility travel remains activated. lowing powers are
However, there is no guaranteethat a color only a samplingof
pool will deposit those who use it within a de- the myriad psionic
abilities developed
s k d area on the Outer Plane. over the millenniaby
Illithids can take other individuals along on these scattered illithid
masters.
journeys. Each passenger costs 12extra El’s at the out-
set, plus an additional4 PSPs per hour. Furthermore, Unique Psionic Power Descriptions
each passenger adds one-half hour to the joumey’s
length. Commonillithids do not possess everypower de-
scribed below; in fact, it is rare for a common illithid to
If a n illithid tums off its power while in theAstral h o w even one unique psionicpower. However, illithids
Plane, it can stillmove as it desiresthroughthe silver of uncommon mien, persuasion, and power know at
void. However, it loses its psychic connection to its desti- least one (and more likely two or bee) unique psionic
nation. Without a map, or at least a descriptionof the spe- power. The previous table is useful for determining
cific color pool sought,the illithid dstranded, as those unique psionic powers possessed by mind flayers.
the only likely exit from the Astral Plane is througha
color pool. However,blind explorationis unlikely to suc-
ceed in the infinite spacethat makesup the planes, spark-
ing the possibilityof many dangerousplanar adventum.
A Guide to the Astral Plane providesin-depth information
useful for creating such adven-.

28

Collapse Time enoughto encapsulatea livingbeing entkly would kill
the subject, or entidy preserve it against later decanting.
(psychokineticdevotion)
Because of thedifficultyassociatedwith warehousing sig-
MAC 2 PSP Cost:30/15
nificant quantitiesof quintessence,no record exists of ex-
Range: 1yard Area of Effect:1”-diameter periments researd’lllgl thisquestion

Collapse time allows an illithid to crystallizetime Quintessencecan be manually scraped away fro
from the continuum, forming a dollop of thick,gooey
material called quintessence. Quintessenceshimmers protected object, freeing it to rejoin the regular time
like a silver mirror from some angles, but is transparent stream. Quintessence that undergoes such a severe
from others; it brings a cool numbness that slowly fades formationis 75%likely to evaporateback into the con-
after contact with the skin. The wielder of this ability can tinuum; otherwiseit draws together into a
smooth an amount of quintessenceformed by one appli- one-inch-diameterbead, availablefor further usage.
cation of this psionic power around any small object,
such as a key, a ring, or a n insignia. Objects sealed Multipleapplicationsof this power could conceivably
within quintessenceare protected from the affects of produce large storesof quintessence.However, masses
tune; in practical terms, they enter a state of stasis. larger thana 3-footsquarevolumenegate other psionic
powers in a 20-foot radius, so illithidsusually avoid
Objectsembedded in quintessenceremainchangeless, hoarding collapsedtime.
thoughqumtessencekills organicmatter with prolonged
exposme.Any creaturethat remains in contactwith a gob Crisis of Breath
of quintessencefor more thanone turnloses ld10+5hit
points; the portion of its fleshtouchedby the materialhas (telepathicdevotion)
gone into stasis.The remainder of the hapless v i M s
body finally dies as a result of temporal inactiviy.Specula- MAC 5 PSP cost: 25/4
tion mtsas to whether a mass of quintessencelarge
Range: 30 yds. Area of Effect:Individu

Crisis of breath induces autonomicfailure ’
opened mind. The nervous system is interrupt

a way that the target’s lungs no other potentiallydangmus situation. Such sit-
longer function automatically.In- uations requirethe target to make a saving
stead, the affectedtarget must throw vs. death magic. If the target makes a sug
consciously control her breathing cessful savingthrow, he wins freeof the compd-
at all times in order to remain sionand no longer seeks to hurt himself. If the
alive. target fails the save, he throws himself over the cliff”
into the fire,or even onto his knife. Unless the target
Unless a target receiveshealing is very lucky indeed, he will die at the hands of his
through extraordinarymeans- own augmented unconsciousulge towards the black
such as psychic surgery, heal, precipice of oblivion.
restoration, or their equivalent (cure disease %a& time an illithid uses thispower it must pay a singlk
has no effect on this maladyhhe suffers PSP cost of 35.
a 4 penalty to all actions (saves, attack
rolls, ability checks, etc.), as she must con- Imprint Psionic Circuitry
centrate on breathing. Spellcastersmust
make an Intelligence check with a -6 (psychokinetic science*)
penalty in order to cast a spell while COI
centrating on breathing. The worst effec MAC 5 PSP cost varies
of the affliction is the target’s inability tc
survivewhile sleeping,as a lapse in con- Range: Touch Area of Effed:Individual or objee
centration spells certain doom for the
afflicted. This scienceallows the illithid to imprint items
individds with psionic cirmiq. Psionic circui
Every sleeplessnight temporarily costs the tar- as filamentsof ethereal substanceinterwovenwith soli&
get ld2 points from a random ability score.As a material or flesh;it is formed of equalparts psionic
target’s statisticsdegenerate,her irritability power and psi-active mucous (see Chapter 7: Illi
swells. The target also experienceshallucinations Technology).Usually,psionic W h y is not vi
unless it is within the vicinity of a creature wi
with ever-inmasing regularity. One fullnight of Intelligence of 5 or higher, it is within the
psionic mind, or it becomes active through the will of as
sleep restores the victim’s statisticsand mental illithid.Active circuitpathways flare with ghostly
well-being. However, if an afflicted character incandescence.
reaches 0 in any ability score, she sufferscata-
strophic nerve failure and dies. when an illithid constructspsionic W h y , it fash-
ions the circuitsto hold a specificpsionic impulse or
After a period of 30 days, and every day there- effect. This impulse or effect can be as simple as gran-
after, the target can make a saving throw vs. paralyza- a wearer 10extra PSPs per 12-hourperiod, or as complsc
tion to shake off the effects of crisisof breath. as opening a portal betweendimensions on the face of a
stone wall inscribed with circuitry.See “Psionic Seals”in
*Eachtime an illithid uses thispower,it must pay a single Chapter 7formore details.

psp cost of 25. Laying down psionic circuitry requires many months
of laborious research, followed by the applicationof said
Fatal Attraction research At minimum, an illithid must spend three
months to imbed even the simplest psionic circuitry,
(telepathicdevotion) while an expenditum of years is not unco
creationof truly complex circuit diagrams.
MAC 3 PSP Cost:35*/15
Generally, it takesone month of work plus
Range: 30 yds. Area of Effect Individual tional month per PsionicStrrngthPoint required by the

Using this ability, an illithid can plant a hidden sub- circuit3effect to imprint the psionic pathway. Thus, a
consciousimpulse in an opened mind. The impulse se- psionic circuit that uses cause decay (PSP cost 4,from
cretly augmentsthe target’s death urge over a period of The Cmplpte Psimicist’s Hmdbook), takes an illithid four
ld6 days. During this time, the death urge swellslike an months to build.
abscesswithin the target‘s subconscious,while his con-
sciousmind remains completely unaware. The illithid laying the circuit must make a power
check (MTHACOroll) at the beginning of the imprinting
When the death urge has grown sufficiently strong process. Failme indicatesthat the illithid could not cre-
(afterld6 days),the target‘s subconsciouslooks forcon- ate the necessary amalgamationof ethereal filaments
venient ways to end his life.For example, an affected tar-
get is compelledto look over the side of a jagged cliff,
draw very near a raging bo&, or place himself in some

30

7 -and material essence; the potentialpsionic circuitq
collapses.
A successfulMTHACO roll indicates that the illitlud
has created the basics of the psionic circuit;it can now
linka particular psionic abilityto the cimut. Linking a
psionic ability to a circuit takes a number of months equal
to the power’s E P cost. During this time, the illithid
must make a successfulMTHACO roll against the
power’s MAC each month of work, and it must work at
least 4 hours every day on the circuit. Failure at any stage
destroysthe psionic circuitbeyond repair.
In order to linka psionic power requiring a pool nf
PSPs (inthe case of powers activated across multiple
rounds), an illithid must first construct a psychic reser-
voir (seeChapter 7for more details on this item) and
link this item to the psionic circuit.
Note that illithidscannot link telepathic devotions
and sciencesto material objects; these powers require
an organic mind to function. Chapter 7 featuresmore de-
tailson psionic circuitq.

*DungemMasters usmgThe CmnpletePsumlcs Handbook
shouldchange thispower to a metapsioruc saence

IntrusiveTaste link

(telepathicdevotion)

MAC 6 PSP Cost: 6/2

Range: 30 yds. Area of Effect:Indinaual

Like its related devotion, intmsive taste linkcreatesa

sensory bond between an illithid and another open-

minded creature.This sensory information flows from

the illithid to the target creature. Usually,illithidsuse

this power on their comradesdurjng performance eating

(seepage 54 for more details).However, some illithids-

most likely members of the Abysmal Creed (see ”Illithid

Psychologyand Society” in Chapter 5 for more de-

tails)set up linkswith enemy humans and humanoids

while munching upon the brains of the humanoids

compatriot. This usually stuns the enemy humanoids for

at least ld4 rounds with shock and nausea (if a PC fails a

save vs. paralyzation).Illithids, with their twisted sense

of humor, have also set up intrusivetaste

manoids whose brains they are currentlyeatin

t

Microcosm

(telepathicdevotion)

MAC 5

Range:30 yds. Area of Effed: Individudl

Using thispower, an illithid can plunge its target +&ko
a private world created from the victim’ssubconscious
fantasies. While an illithid maintains thispower, its tar-

?1

get's sensesno longer convey stimulifrom the real
world. Instead, the target's own mind overrides his
senses and fills in the details of a pleasant fantasy world.

The specific details of the events within the mental
microcosm are left to the DM, but in every case the mi-
crocosm seems absolutely realistic. For example, the pri-
vate world codd show an idyllicvalley that reverberates
with birdsong, exudes the smell of lilies, and comforts
the fantasizing mind with soft breezes. Whatever the
fantasy,the target believes that he has been physically
transported to the world in question, while in reality he
stands mute, unseeing, and unresponsive to all real-
world stimuli. If the victim believes at any time that he is
being fed falsesensory information, he can attempt a
saving throw vs. paralyzation to break free of the false
sensorium. However, no outside stimulican break him
free of the hallucination while it continues. Shouting,
smells, even physicalhits that deliver damage are insuf-
ficient to bring the target back to his senseswhile the
illithid continues to pay the power cost.

Sever the Tie

(psychokineticdevotion)

MAC 2 PSP Cost: 25*/15

Range: 30 yards Area of Effed: 1undead

IUithidshate undead. Thus, they developed thisdevo- ceives undead (not always an easy task; see "lllithids
tion in an attempt to deal with the threat posed by those and Undead" in Chapter 5),it can attemptto target one
abominations.When a n illithid with this power per- creaturewith thispsionic attack.

Sever the tie attempts to disrupt an undead's tie to the
Negative Fnergy Plane psionically, thereby destroyjngit.
Psionicdy manipulatingplanar conduits is a dangerous
endeavor (see below), and illithiids only attempt sever
the tie when in dire straits. The tablebelow gives a stan-
dard illithid's chance to sever the tie of the listed
undead, assuming the illithid successfullytriggers the
psionic abilityin the first place. If the power works, the
offendingundead falls to the ground and quickly mold-
ers into dust.

When an iUithid successfullytriggers this abilitybut
fails the above roll, it has misjudged the frrquency of the
negative energy conduitit was trying to disrupt.This
e m r in judgement causes a sensitiveportion of its mind
to rub up againstthe deadly negativity with disastrous
effects:A flash of black energy sends the illithid sprawl-
ing and senselessfor 10fullrounds.

*Eachtimean illithid uses thispower, it must pay a single
FSPcost of 25.

32

Shards

(telepathicdevotion)
MAC 5

PSP Cost: 25*/4

Range: 30 yds.
Area of Effect:Individual

This power attempts to shatter a target's cohesive
sense of self.Any target failing a saving throw vs. death
magic loses her sense of self, and her personality frag-
ments unravel.No longer united, the shardsschizo-
phrenically compete with each other for control of the
body. The militant schizophrenialastsuntil the mind
reknits itself in 2d6 rounds, duringwhich time the target
has only a 1-in4 (25%)chance of completingany in-
tended action (includingdefendingherself against at-
tack)per round as her personality fragments fight for
control of her body. If the target is unable to act during
any round, she stands motionless, her expression flicker-
ing rapidly between rage, peace, fear, and a myriad of
other emotions.When the personality fragments finally
reknit, the target can once again act as a coherentindi-
vidual.

*Eachtime an illithid uses thispower, it must pay a single
PSP cost of 25.

psjonjc Drawbacks I

Possession of psionic power far beyond the capabil- F
ties of common minds does not come without a price.
Such rarefied manipulationof energiesbalances along A
the knife edge of achievementor ruin.True practitioners
drill themselves in various mental precautions that stem
psychic flmback. However, even the most venerable
illithid has cause to fear a variety of psionic mishaps.

Psionic Cascade

Illithids are basically super-chargedbatteries of
psionic power, and mind flayersthat repeatedly drain
their entire psionic reserve (whentheir El's reach 0) se-
verely damage their brain and the neural pathways that
allow the manipulation of psychic energy. Every time a n
illithid drains its PSPs to 0, it damages its mind. It can do
this up to 13timesbefore it risks a psionic cascade. How-

ever, for every fullmonth that an iUithid does not drain
all its PSl's, it loses 1level of damage.Thus,an illithid

that drains its PSPs 11times and then rests for a month
functions as if it only damaged its mind 10times.

After an illithid damages its neural pathways 13
times, itsbrain suffers serious damage.The very ne
time the illithid uses a psionic power (afterit has

obviously regenerated suffiaentPSPs to energizean One diseasein particular, called theashen, seems to

ability),it stands a 13%chance to suffer a n episode. If afflict iUithidson a regularbasis,passing from individ-

the fithid is lucky, it avoids the cascade, and does not ual to individualmuch like the flu in surface-dwelling

have to make any more checks with further psionic ac- humanoids. Even in the face of psionic disciplines that

tivity-unless it further damages its brain. If the illithid bolster an illithid’s health, thisdiseaseremains active,

again overtaxesits PSPs (reducingthem to 0) it stands a possibly evolvingsome resistanceto psionic treatments.

14% chance to suffer an episodewith the next use of its An illithid with a case of theashenhas a few readily

powers. In this way, the DM makes a check against the apparent symptoms, including a skintonethat fades

occurrence of psionic cascade with each 1%incre- from lustrous mauve to a pinkishhumanoid fleshcolor

ment of brain damage after the illithid reaches its (thiscontagiondoesn’t seem to a f k t nodithid tissue).

threshold point of 13%. More seriously, the ashent e m p o d y inhibits an
illithid’s mucous glands,mdering the illithid nearly
When a mind flayer suffers a

& psionic cascade, it loses control of slimeless.Because an illithid‘s mucous plays an integral
its psychic faculties. The power
part in its psionic capaaties,its absencesevedy limits

triggering the cascade operates an illithid‘s psychic potential.While an illithid suffers

normally,but in the fol- from the ashen, it functionsat only onehalf its maxi-

lowing round, mum PSP value, and its magic resistance drops to 18%.

without the *- Psychic Flareback
Sometimespsionic abilities just mis-

fire. Nothing else can adequatelydemibe

the phenomena of psychic flareback, especially

in light of all the mental safeguards a psionic entity

illithid’s volition, two addi- routinely utilizeswhile attemptingpsychic feats. S i p l y
tional powers fire randomly. In
the round after that, four of the illithid’s put, psychic flareback is a mental shortcircuit. Normally,
powers fire simdtaneu~lya,nd eight powers (the
maximum number which can fire at once during a an illithid channels intense energiessafely away from its
cascade)fire simultaneouslyin the next round. This cas-
cade continues until it drains the illithid‘s F‘SP pool com- brain. sometimes,however, a portion (or all) of the
pletely. Powers activated by the cascade target
randomly; they have an equal chance of affecting the energy p o m d into a psionic power misaligns and de-
illithid itself, damagingnothing, or attacking all other
living matures in the viciniv. strudively discharges M y into theinitiator’s gray
Illithids that survivea cascade episode still suffer
ld20 points of damage from trauma. This time, the dam- matter!
aged illithid’s PSPs regenerate at a much slower rate: Thankfully (fromthepoint of view of an illithid),psy-
10PSPs per day of complete rest. Only when the
i ~ l i t h i c ~ s pOSn~ces again reach maximum is it safe for it chic flareback is quiterare.To date,iEthids do not seem
to use its psychic faculties. Any use of its psionics before
the completeregeneration of its PSP pool automatically to have a reasonableanswer as to why it occurs at all, or
triggers yet another psionic cascade.
how to prevent it ever happening again. When it does
Psionk Disease: The Ashen
happen, psychic flareback m y burns out a mind
J~tlikePhYSicalabilities,mentalabilitiessufferfrorn
sickness and disease. When an illithid ”catches a cold,” 5yer’sabilitytousepsionicpow~w~~~resents
its sickness negatively affects its psionic abilities-just as
a marathon runner’s stamina would fallby the wayside a death sentence for such a strongly psionic being.
while fighting a contagion.
lllithids must check once every six months for a
psychic flareback when using a psionic ability that costs
more than 10% of their current PSP pool. For example,
an illithid with a current PSP pool of 200 must check for
a flareback (if it’s been six months since its last check)
when using any power that costs more than 20 PSPs
during a single round. There is a 1%chance of a
psychic flareback ocurring under these circumstances

"There's someone i n my head, but it's not me." reminiscent of the formdonor, the humming of a tune
familiarto the form donor, or the unconscious scribing
-The statement of an illithid affected with partialism of words in the form-donor's native language.In most
cases the afflicted illithid may not even be a w m that it
A malady whose rootslie in ceremorphosis,"partial- suffers from partialism.
ism" is the incompletesublimationof the original form-
donor's brain. To guardagainst thisillness,illithi&, If an illithid does discover, to its own everlasting
ruthlessly excise subconsciouspersonalityfragmentsthat horror, that it unknowingly carries a partial personality,
manifest in any mind flayer.While the retentionof a few it attempts to m o v e the affected portions of itsbrain
random memories of a form-donor is not unheard of, the throughpsionic swgery or cruder methods-if
survivalof a completememory complexuscapable of in- necessary. Illithid society deems "partial personality"
dividual action is extremelyuncommon. mind flayers as entirely unfit to join the elder brain at
the end of their lives. In the few cases recorded, partial
Partial personalities usually manifest while an illithid personalitiesdo not seem cognizant enough to resist
is somehow dazed, groggy, or preoccupied. When these their own destruction. However, a dark illithid legend
or similarconditions exist, the partial personality may speaksof the Adversary.
cause an illithid to exhibitbehaviors completelyat odds
with its normal mind set. Sincea partial personality is The Adversary was an illithid lost to itself; a partial
usually only a small fragment of the overallmind of an
illithid, it is unlikely to retain enough autonomy to ac- mpersonality of uncommon strength consumed a mind
complish much. Examples of partial personality mani-
festations include the tapping of fingers in a way flayer's personality and sought to overthrowall
illithidsthrough the innocent guise of a fellow mind
flayer.Despiteits apparentpopularity as a story told to
frightenyoung-adult mind flayers,the Adversary legend
remainsjust that; no sage has ever catalogued the ex+-
tence of such a being.

Whence came illithids?As far back as credible --
histories recall, these fearsome creaturesappear. In fact, >_/E
several texts that omit referencesto younger races
mention mind flayers. Such evidence suggests a !ndy
ancient illithid heritage of which the common mind
flayer itself seems unaware, or at least unconcerned.
Sites of ancient illithid habitation sometimesyield up
suggestivepieces of evidence regarding illithid origins.
However, the skill to translate a t h i d qualith (seepage
56 for more details)is a rare trait. Without the ability to
plumb illithid secretsdirectly, scholarsmust rely on
second-hand sourcesof information,often highly
suspect due to the extreme age of the pertinent archives.

Crumbling stone tablets unearthed beneath the Ruins
of Sargonne convey confusingand possibly apocryphal
information on a variety of topics; even the identity of
the ruin's builders sparks fierce debate in certain d e s .
The tablets themselvesareby no means an authoritative
source, and the information scribed therein may be
suspect.For lack of a better interpretation, sages decided
that the tablets represented Sargonnianattempts to
foretellthe future (and so named them The Sargmne
Prophecies), in spite of certain passages that
as prehistoric myth.

while the quoted section does not offer s@fic
information,it is highly suggestive-specidy due
the glyph, which resembles an eyeless
carved into the tablet.

If the passage truly deals with illi
what exactly does it tell us? Could it be that illithi&
arrived from some strange otherwhere



A race of bastard children, hidden beneath the world by their here ISmore rn
line with originsascribed to many other races and
progenitors, refused to gogracefully into oblivion. Instead, peoples. Sages cannot deny the existence of a being
marshaling their strength-and bound together by their named Ilsensine residing in the Outer Planes, as de-
mutual hatefor their creators-they mastered mentally scri%edmore fully later in thistome. Reliance upon the
latentpowers resultingfrom their mutant heritage. Led by the Jlsensine creation myth as the utter truthrelieves seekers
strongest minds among them, Illithid and Lugribossk, the from odious searches, translations,and the cross-
mutants rose unbidden and utterb destroyed their creators. referencing of abstruse concepts among dusty texts of
These creatures took the name ofone oftheir heroes and questionable value. However, an easy route to knowl-
spawned the illithid race. edge does not always guarantee accuraq. Perhaps some
element of truth liesin each of the foregoing texts, from
-Excerptedfrom the Astromundi Chronicles. which the logical mind can deduce milestones pointing
towards the real story.
Though the text remains an interesting source, sages and
other scholars have pointed out “suspect” sectionsof the In any event, one thing is clear: Illithids existed prior
to recorded history. Sometimeduring this hidden incar-
Astromundi Chronicles.For instance, other sources plainly nation, the mind flayem founded a multiplanar empire.

list the entity called Lugribossk as a proxy of the illithid hcjent History
god Ilsensine. Also, no other sourcehas ever mentioned
an individual with the name lllithid; some fanciful story- Past all knowledge ofpresent worlds, before the crowning
teller must have created it from “wholecloth.” Finally, ofRa, when the Outer Planes wereyet injux, and while the
the proposition that illithidsare merely mutant humans elementalplanesremained untarnished by counter-
seems a rather simple explanation for a host of contrary contamination,the illithidsheld an ancient empire.
lore-the least of which is the fact that illithidsare her-
maphroditic amphibians, while humans are mammals. Boundless, illithid inpuence enfolded worlds without
number; mindpayer domination infested the Astral, the
Allin all, this author looks dismissively upon the Astm- Ethereal, and even threatened the borders ofthe Outer Planes
themselves! Vastplanar armies marshaled to defend their
mundi Chronicles‘claim to explain illithid origins. respective realms, and even the eternal Blood War was stayed
f o r a time to assess the illithid threat.
Next, let us look to standard mythological sources.
Several creation myths in alternatelands and worlds --From Planetreader? Primer, a tome oftrub ancient
mention creatures that areno doubt illithids, and some and useful lore reputedlypublishedin sigil itseF
even go so far as to give illithids a definitive origin.
Despite the dearth of corroboratinghistories, it is
I:. .and the unionofFather SbandMotherEarthpradtuedro- clear that illithidsonce held incredible power. Never
again has a single force so threatened the cohesion and
bustissue,numberlessin diver@ and attrhta.E& child&& its process of the entire cosmos on a scale so grand and en-
own abodein the wsmosaccordingtoitsnature, temperament,and compassing: entire humanoid populations were extermi-
abi2ity;in laterepochsonhercreaturesregarded thesebeingsmgods.. .. nated in the course of feeding the illithid appetite; the
energy of sunswas rechanneled for works of inter-
In turn, thesegods in theirvmrealms aplkd desireto the empty planar conquest; whole planes were set aside for slave-
races whose only purpose was to serve every illithid
spaceswithin thecelestialfrmamen~formingwmldceadr according desire as beasts of burden, militaryfodder, and livestock.

to itsown h i r e .For t h e f n ttime,thee&ts ofonegod crossedthe The discerningreader might rightfully wonder how
purposesofanother;thusw a s s q e b m . such an incredible illithid empire, once established, could
ever fall. The enfetterment of thousands of tbinkingraces
More so thanotherbeingsofh&,oneent$ calkdh i n e h3 seemsa difficultbarrier to overcome--especially when
s&lings,strOvealwysto knock downwhatwmmGed up,jll whatwm these very slaves filled the ranks of invading illithid
holhed,andbreak whatwmLwin&fkhionedlyh;whenever armies that conquered yet more populations.

wnventionwmestablished,~kn.&testrove ahvaysagainstit. There is, however, a philosophical principle which a p
plies here: When somethingmanifests itself to its ab-
In time,creaturespossessed ofmortd3amaandseFaware solute boundaries, polarities often reverse, and the
mindsappeared within thefrmament-the creation ofan un- manifestation flips over to its opposite. In thisvein,
named deity or the result ofagenerative impulseofthefrmament
itseJAswas itsnature,Ilsminesoon loosed a wunter-creation,de-
signed to subordinate,control,and w m u m all ofthesemom1ram.

Thusitwas that the illithidraceappeared ma curseupon-and
between-the m a y worlds.

-Ehm CreationM y h

38

when it seemed that absolutelyeveryrace would finally 1 1 ;;
fall to the illithid agenda, and that mind flayer fortunes
were at their absolute peak, the very slaves upon which 1 . _....
the illithidsbuilt their empire rose up.
..
Fall of Empire

While slave revolts were not unknown in the illithid
empire,they never posed a true threat against the

psionic shackles imposed by the i l l i t h i b a t first. As

generation after generation of slaveslabored under the
psionic whip of mind flayer overlords, their minds de-
veloped small resistancesand immunitiesto psionic
domination. With these first few cluesof psionic poten-
tial, wily slavesbegan secretly developing their own
psionic powers with which to resist their illithid masters.

In the fullnessof time, the slavesjudged the moment
right; the illithids’arrogancein their own superiority
was at its height. Under the leadershipof a female slave
champion named Gith, the slavesrose in utter, obdurate
revolt.

A chain reaction spread from world to world and
from plane to plane like fireamong countlessblades of
prairie grass; once ignited, the revolt could not stop until
it stamped out every vestige of the formerempire and
freed every slave. Thus was the empireof the mind
flayer race finally brought low.

Recent Hktory , ..

While the success of the self-liberated slaves soon I
turned sour due to internal diffemces (which,in time,
split the slaves into the racially distinct githyanki and I
githzerai),the circumstancesof the illithidsplunged
lower yet. With the empireshattered and vast portions
of the mind flayer race slaughtered, survivingillithids
lost contactwith each other, becoming isolated commu-
nities separatedby continents,worlds, and even planes
of existence.

Illithids were stranded on every celestial shoal
across the length and breadth of wildspace, as well as in
alternateplanes. Where mind flayers did not die im-
mediately from exposure and lack of resources, they
were forced to seek survival deep within planetary
spheres, where they could hide from the fury of former
slaves (perhapsone such instanceinstigatedthe infor-
mation presented in the Astrornundi Chronicles).

Epochs of collected knowledge, technology, and
psionic lore were forever lost when countlesselder
brains were slain by the psionic sword of the slavere-
volt. In truth, the iliithidlosswas so great, that the mind
flayershave not fully recovered from it, even millennia
later.

Illithids do possess a growing deadly force on many llsensine
worlds (aswell we all know). However, their threat re-
mains cloisteredin dark, subterraneanplaces far re- The constantburn of Ilsensine’s brain waves sizzlesin
moved from the concerns of the world above, or else lost the mind‘s ear. No secrets stay dark; no evil thought or
in the darkness of the wildspace between worlds. Only mental sicknessremainsumevealed.Ilsensine’s
those who journey into these forbiddenplaces need fear thoughts pound against the mind like waves of hatred,
encountering the stillsmolderingillithid anger, born in dark lies, perversions beyond imagining,and megalo-
the ruin of their past might, or their racewide resolution mania. This power believes that illithidsare meant to
to put out the myriad s u n s t o darken the light. rule the multiverse, to enslavethe ”cattle”that overrun
the lands, to use them, and to consumetheir minds.
Like other sentientraces, illithidsclaim deities
specificto their ideologies. Cosmologicalmysteries Ilsensineresides in a subterraneanrealm below the
being what they are, it is nigh impossible to determine Outlands (alsoknown as the Plane of ConcordantOppo-
the origin of these divine, or diabolical, beings. But, sitionto many natives of the Prime MaterialPlane)
more disturbing, a question arises concerning the rela- called the Cavernsof Thought. The illithid god is amen-
tionship of illithidsto their deities, a question that tal/spiritual entity manifestingas a disembodied brain
springs from the nature of the illithid life cycle. of lambent emerald hue that trailscountless ganglionic
tentacles throughout its cavernous desmesne and out
Illithidsdo not seek an afterlife in the Outer Planes into the infinite planes. It is said that its far-reaching
after death;instead, they endeavor to join-mind and “nerves” allow it to gather information from all worlds
spirit-with the elder brain of their community.The and planes simultaneously, learningevery secret and
promise of life after death that so many deities hold over storing it away for later use.
their worshipersdoes not offer the same appeal to many
illithids.Thus, illithid deities suffer a lack of after-life It is also said that on extremely rare occasions, Ilsen-
spirits (petitioners)from the very race that believes in sine sendsan avatar (a huge, two-tentacled spectral
them. brain that radiates greenlight) or proxy (llsensine’s
favored proxy is Lugribossk)to those illithids that most
This seems a n interesting quandary indeed. Further revere the deity’s name, or to those communitiesthat
research, however, helps to clear the assumed paradox: could most benefit from a specificgodly intervention.
Deities do not need petitioners--only worshipers. It is Illithidsso honored offer up any scholarsor sages CUT-
not beyond the limits of reason to assume that illithids rently kept captive in order to pay llsensine homage,
revere certain deities because they simply feel the god in and they dedicatea small number of illithidswith&
question is worthy of worshiFholding ideals,beliefs, their communityto the priesthood of Ilsensine. This
and goals in common with the illithid race. In fact, priesthood is a small and select one, given to dying out
illithidsmay revere certain outer-planar entitiesbecause after the demise of the initialillithid priests so chosen.
they may hope to get somethingin return. Mind flayersseemmore interestedin developing their
own personalpsionic powers than in channeling the
The Derro tell a tale oftheirgod, Diirinka, and his twin power of another-en a deity.
brother, Diinkarazan, when they were but newlyformed
children ofthe dwarvenpantheon. Seeking to expand their Duties of the Priesthood: With! ncern
own dominion, the two delved deepb into the earth and were
soon rewarded; they unearthed a vast cavern streamingwith themselves with the pursuit of knowledge, the
raw energy and strewn with alien art$acts. As the twoyoung
deities squabbled over thefind, ~lsensinemanijisted in exploration of new territory, and the exploitation of
spectral terror,furious tofind theyoung deities rooting
through its realm. In aparoxysm Offear, Diirinka stabbed his knowledge gained through these explorations. Standard
brother in the back undyed, leavingDiinkarazanj mind to be
illithids do not abhor priests of llsensine in their
horribly consumed by the tentacled one, while his body was
communities as they would illithid sorcerers. Howewr,
thrown into the Abyss whereyet it lies.
-Excerptedfrom Ski1and Beyond, a tome regarded as there is usually not much mixture between each group.

sacred amonx aficionados ofthe Outer Planes. S p e c i f i c a t i o n s : l l l i t h i d priests have access t o the

Spheres of All, Astral, Charm, Divination, Law, Numbers,

Sun (reverse), Thought, and Time. lllithid clerics cannot

turn undead and cannot advance Dast 12th levet.

The mainadvantageh i n e offers to those who
serveit is the ability to cast clerical spells. Thus, an
illithid priest does not have to forgoits development of
personal psionic power.

Knowledgeis the secondary advantageIlsensineof-
fers to its worshipers, and, as any reasonable illithid un-
derstands,knowledgeequals power. If an illithid priest
can prevail upon Ilsensine’s favor, it can gain answers to
difficultquestions.There is almost no place in the planes
inaccessableto Ilsensine’s neurons. In addition, the deity
dispatches deceptivespies, in the form of cranium rats,
to serve as its eyes and ears in those places beyond its in-
fluence. kensine remembersall and knows more than
possibly any other entity.

The disadvantagesto an illithid pledging its service to
Ilsensine are twofold. First, the illithid loses its right to
join the elder brain. Secondly, but more immediately, the
priest loses most of its magical resistance so that it can
effectively channel the godly power of asensine! This re-
duction of magic resistance occurs through a simple act
. . of will on the part of llsensine. The mucousal integrity
of illithid priests remains unbreached; however, their
ability to negate magical effectsdeaeases to 18%.*

‘One wonders if some similar reddon of magic resistance
arursin thoseillithi& that eschew psionics in favorof mage-
craft?Perhap it doeshappen,but it is a secretthat illithid c ~ ’ ’

~~

casterskeep close.

See Chapter 8: Mind Flayer Quick Stat Refei

the end of the tome for game statistics on llsensine

proxy, Lugribossk. and for the description and statistics

of cranium rats.

mamzecorian

Like llsensine, Maanzecorianbelieved that illithidsare
the natural rulers of allplanes, worlds, and other races.
Although the veneration of Maanzicorian could never
have reached even the select sphere of Ilsensine’s influ-
ence, illithidsthat once revered the deity were dismayed
to wake one sleep-pericd to find that their channeled
spellsno longer functioned, and their prayers we= no
longer answered in signs and omens. Finally,divination
showed that Maanzecorian’s very realm dwindled to-
wards extinction!Such dire indications point towards a
single, inescapable conclusion:SomethingM e d this
illithid deity. Maanzecorian is now a dead god.

PsychoIoqy and Soci

hide t

Mind flayers truly appreciate the "gifts" of thosef;om

whom they derive nourishment- shown in those rare

glimpses into the iUithid outlook. Readers of the above

account cannot help but be horrified and perhaps

sickened. However, thissoliloquyidealizes ..1, ,, . ~ ~ .

cephalophagy, emphasizingthe factthat illithids

cerely believe they grant their humanoid cattle a boon

whenever they extract brains.

Beliefs

Illithid society is a lawful one;individual illithids

hold many beliefs in common. Of course, some individp

als evidence extreme variations from societal norms, bJi

F the majority of illithidshold to the following basic pre-
cepts and convictions.

Illithids conjure hideous images and primal fears in All wisdom flows from the elder brain
the minds of other races. For some, illithids embody evil
incarnate; after all, what other race of creatures gains its The elder brain of every mind flayer community corn
sole source of nourishment from the living brains of tains the esmce of almost every illithid that once lived
other thinking, intelligentbeings? and breathed as an individual communityme
Thus,an elder brain possessesa vast storehouse
Flipping the paradigm, it is useful to understand how knowledge spanning centuries. Sincethe elder b
illithids view themselves and their role in the universe. merely a telepathic call away for any member of the
Comprehension of the illithid mindset brings community, individual mind flay- often refemce the
empowerment to those who, through fate or wisdom of the conglomerate mind many times in a
happenstance, encounter these masters of the d twenty-four-hour period.

Illithids do not perceive themselves as -- While some races would take such convenienc
utter horror, but rather as agents of " granted, illithidsnever cease to venerate their font of
working toward the betterment of the I* knowledge.
through their own manifest destiny of
er brain isthe greatest reward for a

,

perceives that its physical life ap&i: 7
rain is but a prelude to its final,g l o r i o ~ ~
hen it merges with the conglomerate
cognize that each individual must livea
in order to gamer experience, wisdom, ami
as to add to the overall greatness con-
thinthe elder brain.

Thus, a lawful illithid never ends its life earlier than its nucleus. The elder brain subsumes additional person-
its proscribed years merely to quicken its own joining
with the eiderbrain. If an illithid were to do so, its fellow &ti-nly utilizing their skills, hard knowledge, and
mind flayers would exclude it from the aggregatebrain
as punishment.However, undeniably distinct illithids memories of significantevents.
or those individual mind flayersthat discover new and
valuable psionic disciplines-may receive permissionto The possibilityof individual Uithids penetrating this
mergeearly. Mind flayersdeem this permission a great
honor because they believe in the Essential Fiction. lie is quite small, as elder brains will not divulge any in-
The Essential Fiction implies that "Life with the elder
brain represents the highest form of being!" Illithidsbe- formationfor fear of jeopardiziig their supply of fresh
lieve that their individual psyches survivein some sort
of exalted, individuated fashion once their corporeal gray matter. By the h e individualslearn the truth, it is
bodies die and thek brain tissue mergeswith that of the
elder brain. already toolate;they have become a permanentportion

In point of fact, the personality of each elder brain de- of the elder brain.
velops during its first few years as a sentientcreature
and is controlled by the original illithid minds forming What is not illithid isthrall

Illithidsnever buly consider other races as equa".
They may sometimes treat noniUithidsas peers, but onlj
if such treatment improves trade or other delicatenego-
tiations.Every mind flayer instinctivelyknows that
those creatures it pretends to treat with respect will serve

Ievenbetter as thr~dosr, at the very least, squaremeals.

Dominion is life tery of a superior race to restore order. After all,thralls
require supervision, and only the illithid race can pro-
Illithids know that only through the domination of vide that serviceto others across the width and breadth
others can they actualizetheir inner desks, needs, and of the multiverse.If illithidsdo not take up this impor-
future goals. A mind flayer cannot truly call itself a n tant task, they deny their destiny!
illithid until it passes the first rite of adulthood the dom-
ination of a new slave (better translated as thrall). Creatures questioning thisinterpretation of destiny
must, according to the illithids, examine the biological
The relationship between illithidsand their thralls is facts: rilithids stand at the apex of the food chain, and all
quite intimate. In fact, illithidssuffer when their thralls other races fall naturally beneath the feet of the
die from age, disease, or conflict. An illithid without a
mind to control is missing an integral part of itself.Mind IllaSteIS.
flayersin this situation seek to reestablishnew retinues
of thralls as quickly as possible--sometimes ignoring It is important to note that illithid communities
other goals in the process.
quickly root out and kill any mind tiom
An illithid communityviews any individual unable to
securemental slaves as flawed. Usually, an illithid in thismaxim.
such an untenable situationflees its communityin
shame. Bereft of the constant companionship offered by Darken the light
thralls, these poor mind flayerseither die quietly or lose
their facultiestn Inneliness. Ah, the accursedsunlight,with its searingheat and
sight-dissolvingradiations! It is only through the wan-
Dominion over all ton energy of such orbs that thrallraces thrive and grow
strong.
The universe contains a myriad of potentia
that live, grow, and build without any guidance whatso- What need have illithi& of such overbearing sources of
ever! Such a n untidy state of affairs demands the mas- flumination, soulcgwhose very excess cloudsvision and
exposesmoist skinto dryness?Better that indigenous
speciesof each world subsistsolelyon the geothemc
propertiesendemicto everyplanetary orb, as dws the

illithid race. With the destructionof thisunfairadvantage, nities or empires.Complete reliance upon the eidetic
qualitiesof the elder brain, as well as the lack of hard
the thrallraces would soonrealize their own inferiority records, may contributein part to this disregardof the
past.
after competingagainst the illithidson an equalbasis.
Ihectmceptofthe"futme"d0esnothaVethesame
It behooves the illithid race, as aOsuwIplewrnimonr~lpre".ople., to root meaning for illithids as it does for other races, either.
=rkem~in to To the mind flayer, the future merely represents an as-
& ~ yet-unrealized portion of the Present that will invariably
transpire accordingto plans m t l y in motion. Perhaps
orbs of sunlight which illuminate a million worlds must thisis another reason for illithid frustration.

be extinguished. Put out the sun! Darken the light! ,. .., . , . .

Emotions

Illithids are organic beings that possess individual
emotions. To a nonillithid, it may appear that mind

flavers are emotionless beings bent
only on the domination of other crea-
tures. However, illithidsfeel anger
when cheated of their goals, fear
when faced with rebellious thralls,
happiness after the delightfulin-
gestion of a tasty brain, hatred for
those who would deny the illithids
their right to rule, disgust for
those who would parley with
thralls on an even basis, and sad-
ness upon learning of the death
of a compatriotfar from the mental
embrace of the elder brain.

The emotion iUithids most
often experience is frustration, as
their racial goals of domination
and mastery remain unrealized.
Such a constant undertow of dis-
content subtly colors every other
emotion,thought, and action.
Thus, frustrationremains one of the
mind flayers' defining emotions.

Concept of Time =3

The illithid concept of time is
unlike that of most other races. To
the illithid mind, only the Present
matters. In fact, mind flayers per-
ceive the past as a constantly
fluctuating medium, an ever-
shiftingenvironment accessible
only to an elder brain. Each com-
munity's elder brain sifts
through the past for useful expe-
riences that might have some
bearing on present circumstances.

So ingrained is their disregard of
the past that illithids do not possess
recorded histories of their commu-

Society mark denotes the captive's future service to a

Illithidsexist within a structured,ordered society preselected Creed (see below) or individual illithi
where every mind flayer has its place and purpose.
There are no drifters, undeclared courses of study, char- Sometimes, an illithid brands a captive possessin
ity cases, or noncontributing Uithids. Individualsthat
find themselves in this situationdo not long retain their particularly important skills with psionic seals (sf
hold on life.
Chapter 7 for
The path to such order lies in community.mthids live
together in subterraneancommunitiesor wildspace The raaal make-up of an illithid community's slave
habitats holding a n illithid populationrangingbetween population can vary widely depending upon location.
200 to 2,000 mind flayers. In addition, each illithid has, at Someillithid communitiesfeature grimlock slaves,
minimum, two personal thralls, while the community it- others use drow, surfacedwellinghumanoids, kuo-toa,
self possesses a thrall militia and general thrall pool- or derro. Generally speaking, illithids try to keep the
each of which normally contains a number of slaves raaal mix of their thrall population limited to just one o
equal to 10%of the total illithid population. Thus, the two races, so as not to imperil their slave breeding
smallest illithid cities contain 640or more individuals,
and the largest populationscan reach sizes in excess of P'ogr-.
6,400 individuals.Rumors of larger sties--with more
than 6,400 illithids-abound among sages. Thrallsdo all of the menial work and physical tar-

Lot of the 'Thrall an illithid community. They serve as work crews on
communitypmjects, bearers and accountants for illithid
Takinguptheshears,samantha car@&snipsaway herdark merchants, and personal lackeys to individualillithids.
hair unttlsheexposaherstubbledscalp.Replacingshearswith a
razor,sheshavaawaytheofJeingbristlesuntilherheadiswm- nuallsalso fill out the ranks of an illithid population's
pletelysmooth.Shefastidiowlywasha her baldpare withj+agrant
militaryarm,defendingthe community against outside
soapsandscentedoil.AShw illithidmasterpreparesforits repast, aggression and serving as the agents of destructionand
slaughterwhen illithidsmake a bid for mastery of an ac
Samantha bowsher head into thefding-stocks, a vacantsmileon ditional temtov.
herpale lips and a tear ofregret nwinening hers$che&
Illithids,ever consdousof resource management, do
-Excerptedjom apopuhrbardustorybased on the truerare I not let the bodies of those thrallsupon which they have
Queensamanthai$nal daysin lllithidcaptivi9. fed go to waste; after all, living thralls require suste-
nance as well.
Nothing so terrifies the imaginationas the thought of
being captured by an illithid.Captive creaturesnot im- Jnter-illithid Relationships
mediately utilized for nourishment face a terrible series
of suborningpsionic conditioning sessionsdesigned to -.Even though lawful and usually only e n ~ o - . . ~ , ~ ~
subjugate all thoughts of escape or rebellion and trans-
form what was once an individual into a mostly willing a communityof their fellows, illithidsare highly individ-
thrall. Even after a slave reaches thisstate, it still faces ualistic and competitiv+harboring an unseemly aver-
the possibility of losing its brain at a momenVs notice to sion towards the pooling of their mental powers. It is
the hungry whim of its illithid master. unclear why illithids avoid such psionic disciplinesas
convergenceand rapport. However, it is likely due to the
When an illithid first captures a creature, it shaves illithids' belief that when an individual mind flayer dies,
it receives statuswithin the hierarchy of the combined
and powders the hapless victim with a bug-killing dust elder mind commensurateto its accomplishmentswhile
an individuatedbeing. Thus, feelings of competitionbe-
(this is done on a regular basis thereafter) and checks it tween othersof their own race m commonplace among
illithids.Of course, competitiveurges are not allowed to
for communicable diseases (which could contaminate stand in the way of the greater good; where individual
actionfails, the lawful illithidsutilize the binding rules
other slaves). In addition, an illithid captor brands a of politics to unite them.

small tattoo on its captive's left forearm, raising a A combination of seniority, accomplishment,and
psionic power determinesstandingamong Uithids. As
significant welt for easy tentacle identification; this an illithid advances in these areas, its standingrises
among its own faction-and thus within the political
structure of an illithid community.

However, an equalityof attitudeexistseven among

illithids of different standings; these creaturesdo not Every illithid communityhas an Elder Concord.
demonstrate any outward signof deferential behavior
toward their superiors. Suchbehavior is only for thralls. When the goals of more thanone illithidcommunity
Of course, within their hierarchicalstructure, illithids of
lower standing must obey higher ranking members of overlap, the two or more ruling concordsin question
the same faction or a commandmentthat comes down form a temporary body referred to as a Grand Elder
from the supreme iUithid rulingbody (see below). Concord. This body oversees the execution of the perti-
nent objective. The Grand Elder Concord remainsviable
The Elder Concord as long as its primary goal remains unrealized.Once it
achieves its objective, it dissolves.
Illithids are ruled by the dictates of the Elder Concord.
The Elder Concord has the power to set community Aedileators
goals, arrange for the execution of these goals, arbitrate
disputes between illithids, and take care of all other de- Within its sphere of influence, the Elder Concordelects
tails importantto the rulingof a community.The Elder various illithid officials, called aedileators.Though not
Concord consists of senior illithidrepresentatives from membersof the Elder Concord, these officialsreport to
each of the recognized factions (translatedbetter as that body and are responsiblefor runningthe day-to-day
Creeds) that exist within the community. affairs of the community.Eachparticular aedileator has
the power to draw excessthralls from the general thrall
In its role as shepherd of the community, an elder brain pool to accomplishits tasks. Individualaedileators are
is privy to every decision madeby the Elder Concord. In variously responsible for public order, repairing or build-
addition, it has the power to propose courses of action for ing public works, and handling disputesbetween individ-
debate,place tie-breakingvotes, and, most importantly, ual illithids-to name a just a few of their
veto courses of actionwith which it does not agree. important roles.

Quastors Lllithidswith strungopiniorrsolf a partiettlar subjed,
or those mind flayerswith specific philosophies, usually
The Elder Concord also elects officials, called quas- join one of the various Creedsavailable within a com-
tors, that are responsiblefor a community's finances. munity-although it is by no means necessary that
Quastorshold and account for the funds availableto an every illithid belong to an objectified group. In many
Elder Concord. Normally such funds stem from the dues cases, a n illithid may hold beliefs that coincide with
each Creed must pay in order to remain a recognized more than one Creed; however, most Creeds require
faction. However, activitiesdirected solelyby the Elder their members to retain affiliationwith one ideology.
Concord sometimesprove profitable as well. Specific
Creeds also elect internal quastorsto see to their individ- An Elder Concord "mognizes"the various Creeds
ual finances. and sufferstheir existenceif they pay a periodic due to
the rulingbody. Each Creed pursues a particular agenda,
One oft-recurringduty of a quastorinvolvesthe dis- or aligns itself with a distinctive philosophy, that it feel$
patchment of illithid merchants to various underdark to be of special significance. Although in most cases the
communities (notnecessarily confined only to other objectivesof one Creed have absolutely nothing to do
illithid communities).These merchants trade for special- with the goals of another, there are caseswhere agendas
ized merchandise and rare materials.In fact, sagesspec- compete.In fact, two or more Creeds may sometimes
ulate that certain less-than-scrupulousthrall races work at cross purposes.
engage in an illicit brain trade.
The various Creeds each take a distinctive s y m b l
Vigileators
1 identifying their core beliefs. This symbol is a
Vigileatorsare those officers chosenby the Concord to variant of the four-level qualith used for the
direct the security of an illithid community.Illithid secu-
rity forces normally consist of threebodies, each of written language of the illithid (see page 56).
which is responsiblefor a particular security concern:
internal order, military offense and defense, and intelli- However, each symbol contains two additional
gence. A single vigileator heads each securitybranch.
levels, for a total of six lines. Perhaps such
Illithids elected to fill a particular official position
must put aside any Creed affiliations for the good of the came about as a result of ulitharid influence
communityas a whole. Any illithid demonstratinga
Creed-based bias in the execution of its duties loses its The followingsection details the more commo
position and standing within the communityimmedi- illithid Creedsand identifies a few that exist at the
ately Of course, Creeds can legitimatelyattempt to influ-
ence an official's performancethrough its representative fringe of illithid culture. AllCreeds do not have a pres-
on the Elder Concord.
ence in every community. However, large and wealthy
Generally speaking, elected officials are chosen from Creeds attemptto seed agents in many communities.
Creeds whose ideologiesmost closely resemble the Scholarshave not as yet identified all of the illithid
thrust of the particular duties in question. Creeds; additional Creeds exist other than those
scribed here.
Creeds
The Creatives
Unknown to most surfacedwelle-r even other
The Creative Creed consists
underdark denizens-Uithids group themselvesinto of illithidswhose chief desire
lies in the research and creatian
factions, called Creeds.Membership in a Creed can be a of novel psychic disciplines,
psiodc items, and new technd-
very important thing for a n individual illithid, as repre- ogy. Lllithidsjoining this group
believe that only through cm-
sentatives from each faction make up an Elder Concord. tinual creation canJhe race as a whole advance and eves-

tually master the universe. Of course, the personal thrill

of research and discovery is the main stimulusthat
drives the majority of thisGeed's members.

Under ideal circumstances, the CreativeCreed W-
tains a primaryresearch lab within its communitywhew
various members can congregateto pursue their private

and joint research. This facilityalso houses the SUCC~SXS The Possessors
(and failures) of past projects in sealed vaults.
The Possessor Creed holds
The Awaiters that wealth is the singlemost
important element in achieving
The Awaiter Creed consists utter dominance.Simplyy t
of illithidsthat eschew rapid great wealth equals great
scheming in favor of cohesive power. With enoughwealm, a n
planning. Only after a n illithid can unbar any door, un-
Awaiter patiently calculates earth any secret, and contract any serviceimaginable.
every possible factor does it Upon obtaining sufficient resources, Possessors con-
put a proposed plan in motion. struct mighty vaults in which to store their cash reserve:
In general, most Awaiters feel that their race is too rash. These vaults are marvels of security;only the foolhardy
These illithids seek experiencesin a multiverse of contin- would attempt to slip past their many guardians, traps,
ual flux. and psionic deadfalls. Generally, the Elder Concord
To hurried perception and understanding, the cosmos leases a portion of a vault (in lieu of requiring periodic
seems chaotic.Awaiters, however, believe that hw-the dues from the Possessor Creed) for the storage of their
order that enforces all changeguides the chaos. own reserve. The debate rages in every community as to
Illithids claiming the symbol of this Creed are usually whose reserves are larger-the Elder Concords or the
impartial to other philosophies beyond that of calculated Possessor Creed's?
action, and they often find themselves elected by the In addition to the vaults, Possessors often sponsor a
Elder Concord to fill aedileator positions because of this group of ambitiousillithid merchants that ventures for&
trait. Awaiters are usually the impetus behind the most into the underdark to engage other races in trade-even
diabolicalof illithid schemes. though these races arebut thralls in waiting. In this way,

49


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