Activities

Currently, the illithids are in a period of intense study and experimentation, gathering
knowledge of all sorts that will enable them to eventually reconquer the universe and hold it for
good. They frequently meddle in the politics of other races through subtle psychic manipulation
of key figures, not to cause chaos but so as to better understand the dynamics of civilization.
They regularly probe the minds of surface dwellers so as to gather intelligence and learn about
new advances in magic and technology. They also do a good deal of research themselves,
mainly focused on developing new psychic powers.[16]
Illithids regularly conduct raids on all sentient settlements to acquire new thralls,[16] because
their existing stock of sentient thralls do not breed fast enough to satisfy their food and labor
needs. Typically, a group of mind flayers will teleport to the settlement and swiftly incapacitate
them with their psychic powers. The captives will then be marched all the way to the illithids'
underground settlement by specially trained and conditioned thralls. Great care is taken to
cover their tracks.
Society
An illithid city is ruled by a creature called an Elder Brain which lives in a pool of cerebral fluid
in the city's center. When an illithid dies its brain is extracted and taken to the pool. Illithids
believe that when they die their personality is incorporated into the Elder Brain, but this is not
the case. When the brain of an illithid is added to the Elder Brain, the memories, thoughts and
experiences are consumed and added to the sum of the whole, but all else is lost. This fact is a
closely guarded secret of the Elder Brains, since all illithid aspire to a form of immortality
through this merging process. An extremely ancient Elder Brain is called a God-Brain because
its psionic powers are almost limitless.
Since the Elder Brain contains the essence of every illithid that died in its community, it
functions in part as a vast library of knowledge that a mind flayer can call upon with a simple
telepathic call. The Elder Brain in turn can communicate telepathically with anyone in its
community, issuing orders and ensuring everyone conforms.
Illithids generally frown upon magic, preferring their natural psionic ability. Psionic potential is
an integral part of the illithid identity, and the Elder Brain cannot absorb the magical powers of
an illithid mage when it dies. They tolerate a limited study of wizardry, if only to better
understand the powers employed by their enemies. However, an illithid who goes too far and
neglects his psionic development in favor of wizardry risks becoming an outcast. Denied the
possibility of ever merging with the Elder Brain, such outcasts often seek their own immortality
through undeath, becoming alhoons.
Illithids typically communicate through psychic means. They project thoughts and feelings to
each other in a way non-illithids can scarcely comprehend. When they do feel the need to
write, they do so in "qualith." Instead of typical alphabet-based writing, illithids write in qualith
by making marks consisting of four broken lines. They use each tentacle to feel the breaks in
the lines, making it basically similar to braille. However, qualith is extremely complex, as each
line modifies the preceding lines through explaining abstract concepts associated with the
above words in ways no human can understand; only by understanding all four lines
simultaneously can the meaning be understood properly.
Religion
Traditionally illithids revere a perverse deity named Ilsensine. In 2nd edition, they have a
second deity named Maanzecorian, who is later killed by Tenebrous (Orcus) in the Planescape
adventure module Dead Gods. Although Ilsensine is the illithid patron deity, few mind flayers
actively worship him, thinking themselves the most powerful creatures in the universe.[16]

Relations with other races

Illithids seek to rebuild their former empire wherein all other species were their slaves, so they
view any sentient creature as worthy only of being their slaves or their food. They are
pragmatic, however, and will trade with other races, such as dark elves and gray dwarves, who
are too strong to be conquered. They also trade with the Neogi in order to obtain slaves.
Their archenemies are the githyanki and the githzerai, descendants of the rebellious slaves
who destroyed their empire millennia ago. Hunting and slaying illithids whenever they can is an
integral part of their cultures.
Illithids fear the undead because these creatures, even the sentient ones, are immune to
telepathic detection and manipulation, and have no brains to consume. Confronting such
mindless creatures can even be traumatizing to some of them.
According to the Lords of Madness history, Illithids are one of the few races respected by the
aboleths. This is because the aboleths remember the origin of almost every other race, through
their hereditary memory. However, illithids, as far the aboleths can remember, just appeared
without preamble, which scares them.
Typical physical characteristics
Illithids have a humanoid body with an octopus-like head. They have four tentacles around a
lamprey-like mouth, and require the brains of sentient creatures as part of their diet. An illithid
who snares a living creature in all four of its tentacles can extract and devour its living brain.
Their eyes are pale white, and they can see perfectly well in both darkness and light. Their
sense of hearing is slightly poorer than a human's; they have difficulty distinguishing between
several sounds mixed together, yet they are good at discerning from what direction sounds
came from. Their skin is purplish blue to gray-green and covered in mucus, and is very
sensitive to sunlight. They loathe sunlight, though it does not actually harm them.
One of their most feared powers is the dreaded Mind Blast, where the illithid emits a coneshaped psionic shock wave with its mind in order to incapacitate any creature for a short
amount of time. Illithids also have other psionic powers, generally telepathic in nature,
although their exact effects have varied over editions. Other powers include a defensive psionic
shield and powers of psionic domination for controlling the minds of others.
Illithid biology
Illithids are hermaphroditic creatures who each spawn a mass of larvae two or three times in
their life. The larvae resemble miniature illithid heads or four-tentacled tadpoles. Larvae are left
to develop in the pool of the Elder Brain. The ones that survive after 10 years are inserted into
the brain of a sapient creature. Hosts are determined in a very specific manner. Hosts generally
are humanoid creatures that are between 5 feet 4 inches and 6 feet 2 inches. The most
desirable of races for hosts are Human, Drow, Elves, Githzerai, Githyanki, Grimlock, Gnoll,
Goblinoid, and Orc. Upon being implanted, the larva then grows and consumes the host's brain,
absorbing the host's physical form entirely and becoming sapient itself, a physically mature
(but mentally young) Illithid. This process is called ceremorphosis. Illithids often experiment
with non-humanoid hosts, but ceremorphosis involving other creatures usually fails, killing both
host and larva.
When an illithid undergoes ceremorphosis, it can occasionally take on some elements of the
absorbed host creature's former mind, such as mannerisms. This typically manifests as a minor
personality feature, such as a nervous habit and/or reaction (e.g., nail-biting or tapping one's
foot), although the process that determines the type and number of traits so inherited appears
to be stochastic. An adult illithid has even been known to hum a tune that its host knew in life.
Usually, when a mind flayer inherits a trait like this, it keeps it a closely guarded secret,

because, were its peers to learn of it, the illithid in question would most likely be killed. This is
due to an illithid legend of a being called the Adversary. The legend holds that, eventually, an
illithid larva that undergoes ceremorphosis will take on the host's personality and memory in its
entirety. This "Adversary" would, mind and soul, still be the host, but with all the inherent
abilities of an illithid.
Occasionally, ceremorphosis can partially fail. Sometimes the larva does not contain enough
chemicals to complete the process, sometimes there is psionic interference. Whatever the
reason, it has happened that ceremorphosis has ended after the internal restructuring,
resulting in a human body with an illithid's brain, personality and digestive tract. These
unfortunates must still consume brains, typically by cutting open heads (as they lack the
requisite tentacles). These beings are often used as spies, where they easily blend in with their
respective host types.
The illithid society also maintains a long-standing taboo related to deviations to or failures of
the ceremorphosis process and hunt and destroy such exceptions. Occasionally Mind flayer
communities are attacked (often by vengeful githyanki and githzerai) and their inhabitants
must flee. This leaves the larvae unattended. Bereft of exterior nourishment, they begin to
consume one another. The survivor will eventually leave the pool in search of food (i.e., brains).
This unmorphed larvae is known as a Neothelid. If the neothelid consumes an intelligent
creature it will awaken to sapience and psionic abilities and grow to immense size, while
retaining its memories of savage survival. In Complete Psionic, it was revealed that illithids
have a step between larva and neothelid called a Larval Flayer, which looks like an overgrown
tadpole. The existence of these beasts is a guarded secret among illithids, and it is considered
impolite to speak of them.
Illithid variants
Alhoon
Alhoons (also called illithiliches) are illithids that choose to focus on developing arcane abilities
in addition to their psionic ones, and have grown powerful enough in magic to become undead
liches. Alhoons are generally pariahs in illithid society because they go against most illithids'
eventual goal; to merge with the Elder Brain, both physically and psionically. Alhoons, on the
other hand, are more concerned with their own personal survival. When discovered near illithid
communities Alhoons are mercilessly hunted down.[16]
The alhoon first appeared in second edition AD&D for the Forgotten Realms setting in the
Menzoberranzan boxed set, in the booklet "Book One: The City" (1992),[20] and reprinted in
Monstrous Compendium Annual Volume Three (1996).[21] The creature was further detailed in
the supplement The Illithiad (1998).[22] The alhoon also appeared in third edition in Monsters
of Faern (2001)[23] and Lords of Madness (2005).[24]
Ulitharid
Ulitharids are created from tadpoles much like standard illithids; fewer than 0.1% become
ulitharids, and it is impossible to determine whether a tadpole will become an ulitharid until
ceremorphosis is complete.
Superior in nearly all ways to a regular mind flayer, ulitharids possess two extra tentacles,
which are twice as long as the others, and an extreme arrogance, even by the standards of
their own kind. Only the elder brain holds more sway within an illithid community.
Vampiric illithids
The origins of these unique undead mind flayers are unclear. All that is known of these
creatures is that they cannot create spawn, need both fresh blood and fresh brains to survive,

are more feral than typical illithids, and are barely intelligent. One possible origin is given in the
Ravenloft adventure Thoughts of Darkness, in which a vampiress collaborates with the illithids
in using the Apparatus to create the first vampiric illithid, a being never conceived of before.
[25] Whether they spread from the demiplane of dread or not is another matter, what can be
said is that these creatures are hated and feared by typical illithids.[16]
Yaggol
The yaggol are a variant presented in the Dragonlance campaign setting.[26][27]
The Yaggol are a race from the Emerald Sea of Neron, a dark, steamy jungle in southern
Taladas. The history of their civilization stretches back to the end of the first age of Krynn. Their
empire was thriving at the same time the High Ogres of Ansalon founded their own empire.
Enslaving the Cha'asii elves, the yaggol ruled over the continent with a nightmarish will but this
all came to end when the cha'asii learned how to defeat the mind powers of the yaggol. A great
war was fought, and the empire crumbled as both sides nearly wiped each other out. All that
remained of this once aberrant race was seven obsidian temples in The Valley of Akh-Tazi.
After the shattering of the empire, an uneasy truce was struck, only broken by skirmishes and
murder. The cha'asii went their separate ways; establishing villages like Ke-Cha-Yat where they
could live in peace from the yaggol. This would all change with the coming of Gloomwing, a
former orthlox Black Dragon that joined with the Brethren, the cult followers of Maladar anDesh, Lord of Wizards.
Related creatures
Brain Golem: An eight-foot-tall humanoid-shaped construct made entirely of brain tissue, these
creations exist only to serve an elder brain and its illithid community.
Brainstealer Dragon: A mix of illithid and dragon, these powerful wyrms occasionally rule over
illithid communities that lack an elder brain.[28]
Illithidae: Illithidae are to mind flayers as less intelligent animals are to humans. Known types
include the cessirid, embrac, kigrid, and saltor. Dragon magazine once published a template for
use in creating an illithidae creature, for use with the 1st Edition of the Advanced Dungeons &
Dragons game. They were updated in 3.5 in the Lords of Madness supplement.
Illithocyte: Illithid tadpoles that survived the fall of a mind flayer empire, they evolved into a
new life form and now crawl about in groups seeking psychic radiation on which to feed.[28]
Kezreth: A living troop transport and battle platform created from the severed head of a
shamed illithid. They serve in this capacity in the hope of redeeming themselves and being
allowed to return to the elder brain.
Mind Worm: Created by illithids to serve as assassins and bounty hunters, these powerful
psionic creatures resemble smaller purple worms. They can attack from far distances with their
probe worms.[28]
Mindwitness: Inserting an illithid tadpole into a beholder results in these abominations, which
are used as guards and sentries.
Mozgriken: An illithid tadpole inserted into a svirfneblin gnome while subjected to a dangerous
psionic ritual creates a mozgriken. These three-tentacled ceremorphs are despised by all, but
their aptitude for stealth and psionic powers of stealth and shape control make them useful
spies for the illithids.
Neothelid: If an illithid tadpole survives but fails to undergo ceremorphosis, it will eventually
grow into an incredibly powerful worm-like creature with illithid tentacles at the forefront of its

body and immense mental powers.

Nerve Swimmers: Derived from immature illithid tadpoles, these entities are living instruments
of torture and interrogation.[28]
Nyraala Golem: A flailing, slimy, tentacled construct capable of launching surprise attacks.
They often serve as guards, and are prized because their creation does not involve petitioning
the elder brain to surrender part of its mass.
Octopin: A six-tentacled, purple-skinned monstrosity with a single eye created by mind flayers.
Oortlings: These docile humanoids with enlarged brains were bred by illithids as food.
Tzakandi: Illithid tadpoles inserted into lizardfolk create tzakandi, which the mind flayers use as
slave labourers and personal guards.
Uchuulon: A chuul implanted with an illithid tadpole becomes an uchuulon. Also known as slime
chuuls, illithids use them as hunters and guardians.
Urophion: Inserting an illithid tadpole into a roper results in these miserable creatures, which
are used as guards and sentries.
Ustilagor: Mind flayers farm these larval intellect devourers for food and sentries.[28]
Vampire Squid: Servitor creatures created by illithids to extend their reach below the surface of
Underdark waters. They have a maw of sharp teeth which can be turned inside out and function
as defensive spikes.[29]
Voidmind Creatures: A voidmind creature is an ordinary creature (such as a normal human or
human-like creature or animal) whose mind has been nearly devoured by a mind flayer, but
enough has been left intact for basic motor function. Further psionic rituals give these near
dead creatures a semblance of life. The resulting creatures act as minions and spies for the
Illithids.
Illithid symbionts
Illithids often create symbionts, a kind of living item originally made for the Eberron campaign
setting. Illithids use these symbionts for themselves and their slaves. These symbionts help
their general offensive and defensive capabilities. Known illithid symbionts include the
mnemonicus, wriggler, and carapace symbionts.