Mindflayer Colony

BASICS

• Keep colony on Terus to be close to Cthulhu for when the time comes
• Jumped forward 1,000 years in time to be present for resurrection of Cthulhu, to forge alliance to smite their enemies, especially the Githyanki Empire

Mind Flayer Lairs

In the lair of a mind flayer colony, the safety and security of its residents is all-important. As a result, illithid lairs are always well hidden and well defended, almost always underground, and within easy reach of humanoids and their succulent brains.   No two lairs are the same, as the resident elder brain drives the form and function of each one. The lair shown in the accompanying map is typical and includes many elements found in every colony’s stronghold.   The illithids, with their ability to levitate, design major portions of their lairs so as to make movement as difficult as possible for ordinary two-legged creatures. In such locations, thralls must climb or use ropes to move from place to place.

Mind Flayer

Mind flayers, also called illithids, are the scourge of sentient creatures across countless worlds. Psionic tyrants, slavers, and interdimensional voyagers, they are insidious masterminds that harvest entire races for their own twisted ends. Four tentacles snake from their octopus-like heads, flexing in hungry anticipation when sentient creatures come near. In eons past, illithids controlled empires that spanned many worlds. They subjugated and consequently warped whole races of humanoid slaves, including the githyanki and githzerai, the grimlocks, and the kuo-toa. Conjoined by a collective consciousness, the illithids hatch plots as far-reaching and evil as their fathomless minds can conceive.   Since the fall of their empires, illithid collectives on the Material Plane have resided in the Underdark.   Psionic Commanders. Mind flayers possess psionic powers that enable them to control the minds of creatures such as troglodytes, grimlocks, quaggoths, and ogres. Illithids prefer to communicate via telepathy and use their telepathy when issuing commands to their thralls.

• When an illithid meets strong resistance, it avoids initial combat as it orders its thralls to attack. Like physical extensions of the illithid’s thoughts, these thralls interpose themselves between the mind flayer and its foes, sacrificing their lives so that their master can escape.

Hive Mind Colonies. Solitary mind flayers are likely rogues and outcasts. Most illithids belong to a colony of sibling mind flayers devoted to an elder brain — a massive brain-like being that resides in a briny pool near the center of a mind flayer community. From its pool, an elder brain telepathically dictates its desires to each individual mind flayer within 5 miles of it, for it is able to hold multiple mental conversations at once.   Hunger of the Mind. Illithids subsist on the brains of humanoids. The brains provide enzymes, hormones, and psychic energy necessary for their survival. An illithid healthy from a brain-rich diet secretes a thin glaze of mucus that coats its mauve skin.

• An illithid experiences euphoria as it devours the brain of a humanoid, along with its memories, personality, and innermost fears. Mind flayers will sometimes harvest a brain rather than devour it, using it as part of some alien experiment or transforming it into an intellect devourer.

Mind Flayer Magic

From their perspective as masters of psionic energy, mind flayers view magic as a wild, unpredictable, and primitive source of power. After all, anything that simple humanoids can learn to use must be ineffectual compared to what illithids are capable of.

Arcane Magic

Mind flayers consider arcane magic to be an abomination, a twisted cousin of psionic power that will be erased from the multiverse when the illithids’ empire rises again. Some sages speculate that this attitude arose among the mind flayers because magic played an important role in the rebellion of the gith.   In any case, a few renegade mind flayers do pursue arcane magic. Using some of the items or spells they discover, they can shield their minds as they aspire to break free of the elder brain’s control.   Eventually, a mind flayer thus separated from the hive turns to the path of lichdom. Just as the elder brain offers immortality to its faithful illithids, so does becoming a lich ensure life everlasting. The feeling of freedom that comes from this change is liberating, but the specter of death forever after colors the mind flayer’s actions. An undead mind flayer is hated and hunted by other illithids, but many are powerful enough to stand on their own against attackers.

FUNERARY BRAIN JARS When a mind flayer dies, other mind flayers try to salvage the dead illithid’s brain and bring it to the colony’s brine pool for the elder brain to consume. For this purpose, mind flayers craft funerary brain jars made of stone. Every jar is made for an individual, inscribed with Qualith and artwork that relate the mind flayer’s accomplishments. Often a mind flayer’s funerary brain jar is created long before the illithid’s death and updated as the years pass, with the jar serving as a diary of sorts for the one whose brain will eventually fill it. After it is filled with brine, a funerary brain jar can preserve a brain without spoiling for 1d4 + 10 days.

Divine Magic

Illithids acknowledge the existence of divine entities, but it is unusual for any but a deviant mind flayer to actively worship such a power. Since they are capable of planar travel, illithids don’t view the afterlife and the Outer Planes in the mythic way that most other races do. Illithids don’t believe they possess souls whose eternal fate is governed by the gods. Instead, when a mind flayer’s brain is returned to the elder brain to be consumed, the creature’s intelligence lives on. Only if an illithid’s brain isn’t retrieved after death would its consciousness be cast into oblivion.   Two divine entities have long been associated with mind flayers by the scholars of other races. These aren’t deities, but rather manifestations of ideal psionic and philosophical mental states that mind flayers revere. Illithids occasionally meditate on these ideals while performing physical movements meant to help them achieve the proper attitude — actions that have often been misinterpreted by observers as worship.   Maanzecorian. The entity/concept called Maanzecorian embodies a complete comprehension of knowledge. It is a state wherein memories, thoughts, and aptitudes are dredged up from one’s mind not one at a time as needed, but are all laid bare and brought to the fore at once. The perfect memories exhibited by aboleths have long fascinated mind flayers that emulate Maanzecorian, leading to frequent conflict between the two races.   Ilsensine. Ilsensine is a broader philosophical ideal than Maanzecorian, leading many sages to assume it must be the more important or more powerful of the two “gods.” Ilsensine represents not just mastery of one’s own mind but a psionic union between oneself and the realm of universal knowledge. Different elder brains have different interpretations of what this state consists of and how to achieve it. Elder brains and illithids that devote themselves to Ilsensine sometimes pursue ways to dominate gods of knowledge or even aspire to supplant those gods on the way to attaining the state of full incorporation into the universal consciousness.

Mind Flayer Thralls

Mind flayers never truly ally with any creatures. They either attempt to seize control of a population by subverting its leaders, or they use psionics to dominate a humanoid and turn it into a thrall.   Illithids sometimes infiltrate an Underdark tribe of humanoids and use their superstitions and traditions as tools to make them useful followers. A mind flayer might use its psionic ability to send visions to a humanoid shaman, causing it to proclaim the mind flayers as emissaries of the gods. With that ruse in place, the “gods” then dictate strict rules that cause some members of the tribe to be branded as heretics, to provide the pretense for occasionally seizing a humanoid and devouring its brain. After the colony depletes and demoralizes the population sufficiently, the illithids might move in en masse and attempt to turn the remaining followers into thralls.   The process of transforming a creature into a thrall requires the entire colony’s energy and attention, making it no small matter. Although it takes only one mind flayer to perform the process, any illithid not directly involved in the process is required to donate its psionic power to the effort while otherwise remaining inactive.   A thrall-to-be is first rendered docile through psionic means. Using a low-power version of its Mind Blast ability, the mind flayer bombards the victim with energy that washes through its synapses like acid, clearing away its former personality and leaving it a partially empty shell. This step takes 24 hours. Over the next 48 hours, the illithids rebuild the victim’s memories and personality, and the victim gains the skills and talents it needs to perform its intended function.   The process that creates a thrall changes almost everything about the victim. The creature retains its Hit Dice, hit points, racial traits (but not proficiencies granted by race), and all of its ability scores except for Intelligence. After the first stage of the process, the creature’s Intelligence is halved; when the second stage is over, its Intelligence score increases by 1d6.   To complete the process, the thrall receives a new set of proficiencies, a new alignment, and a new personality. Some colonies have learned how to salvage a victim’s psionic abilities during the process or how to implant psionic powers into their thralls. Also, some colonies know how to leave a victim’s persona intact while infusing it with a fanatical loyalty to the colony’s elder brain as well as telepathic power that allows the victim to communicate with its new masters as if it were a mind flayer. This sort of thrall makes a perfect spy, since most would never suspect its true nature.   A thrall can be restored to its former self through a combination of spells and ministration. The thrall must have regenerate, heal and greater restoration cast on it once per day for three consecutive days. The victim is restored to normal when the final round of spells is cast.   Mind flayers vastly prefer to use humanoids as thralls, since they have a good balance of physical attributes and proper anatomy. Animals, in contrast, require a lot of direct oversight and lack the ability to use tools to help maintain the colony. Among the variety of humanoids available to the illithids, they have some preferences and tendencies.  

Duergar

Mind flayers have hated duergar ever since the gray dwarves revolted against them, but consider their brains a delicacy. Duergar serve as a constant reminder to the illithids that any creatures that serve them must be kept dimwitted and easily controlled. The clever duergar threw off the long-ago attempt by the mind flayers to rule them and have been enemies of the illithids ever since.  

Grimlocks

The first grimlocks were descended from humans corrupted by mind flayers in ancient times, and today these sightless humanoids are among the illithids’ preferred servants. Grimlocks are easily cowed by mind flayers, because their culture still centers on worship of and subservience to the illithids. Strong but dimwitted, they lack the initiative and the cunning to rebel as long as they are provided with food, shelter, and the opportunity to pillage and slay. Also, the grimlocks’ inability to see gives their brains an exotic flavor that mind flayers love.  

Kuo-toa

Illithids once used kuo-toa as slaves extensively, since they proved quite easy to control. In time, though, repeated exposure to the mind flayers’ psionic intrusions drove the kuo-toa mad. Nowadays, kuo-toa don’t make for good thralls because their insanity makes them difficult to control. Mind flayers consider kuo-toa brains a great treat, but they prefer to eat them raw, unsullied by psionic alteration. Thus, they tend to eat kuo-toa soon after capturing them, rather than attempting to keep them penned up or docile.  

Quaggoths

Mind flayers find that the quaggoths’ innate, though rarely manifested, talent for psionics makes them excellent thralls. When possible, they manipulate a tribe’s thonot (a psionic shaman) into pledging allegiance to a colony. Quaggoths are naturally strong and quick, making them ideal shock troops without any additional modifications. The quaggoths’ chaotic tendencies eventually motivate most colonies to convert them into thralls or food, rather than relying on the quaggoth thonot to keep them under control.  

Humanoids

Only the most desperate colonies bother using goblins, kobolds, gnomes, and other small humanoids for anything except food. Small humanoids do make a good food source because they tend to gather in large groups, and their fear and despair in the face of a mind flayer incursion make their brains tasty to the illithid palate. They are also relatively easy for larger, stronger humanoid thralls to control. Small humanoids are only rarely transformed into thralls or otherwise kept under firm control.   Almost any humanoid creature can end up as a thrall, and mind flayers sometimes work with whatever victims fall into their grasp. Aside from the exceptions discussed above, they tend to see orcs, bugbears, humans, and other similar humanoids as largely interchangeable. Their brains all have a similar taste, and their utility as thralls is roughly equal.  

Mind Flayer Monsters

Mind flayers hardly ever use non-humanoid creatures as thralls or develop other relationships with them. Most of them are either too big and strong to keep penned up for long or too limited in intellect to complete anything but the simplest tasks. In general, non-humanoids found in the company of mind flayers are those that the illithids have created or bred for specific purposes. A few types of these creatures warrant special mention.  

Intellect Devourers

Almost every mind flayer colony creates intellect devourers and seeds the areas around its lair with a few to keep watch, slay intruders, and lure fresh victims to their doom.  

Mindwitnesses

A mindwitness represents an exception to the typical mind flayer pattern of reproduction. If a colony succeeds in capturing and subduing a beholder, it can use a tadpole to convert the creature into a bizarre hybrid known as a mindwitness. A mindwitness is a sort of psychic hub, able to collect and amplify the illithids’ psionic power.  

Neothelids

These horrors, hated by mind flayers, sometimes come into being when those ignorant of mind flayer lore destroy a colony. A neothelid arises when a tadpole pool is left untended. The tadpoles turn against each other, and the survivor grows to immense size. Comparable to purple worms, these behemoths devour everything in their path.