17480-Mind Flayers of Thoon

Not for resale. Permission granted to print or photocopy for personal use only .
MIND FLAYERS OF THOON
By Jeff Ibach
Not for resale. Permission granted to print or photocopy for personal use only . MIND FLAYERS OF THOON
Everything you need to bring the alien cult of Thoon to your game.
Thoon ‘flayers work behind the scenes infiltrating settlements to mine their precious
quintessence, used to spawn and power their construct enforcers.
This sourcebook presents ten unique monster designs...not just the same illithid with
different weapons and gear, but newly imagined mind flayers, their henchmen and
goons. There’s also a Thoon Thrall Template to expand your creature possibilities.
And if all that isn’t enough there is also a Warlock Otherworldy Patron tied to
Thoon!
MIND FLAYERS OF THOON CHALLENGE PAGE
Thoon Disciple 10 6
Shadow Flayer 8 8
Thoon Infiltrator 5 9
Thoon Thrall 1 11
Thoon Soldier 8 13
Madcrafter of Thoon 10 14
Scyther of Thoon 6 16
Stormcloud of Thoon 5 17
Thoon Hulk 13 18
Thoon Elder Brain 12 19
Frequently Asked Questions n/a 21
Working Thoon Into Your Game n/a 21
Otherworldy Patron: Thoon n/a 22
DUNGEONS & DRAGONS, D&D, Wizards of the Coast, Forgotten Realms, Far Realm, Shadowfell, the dragon ampersand, and all
other Wizards of the Coast product names, and their respective logos are trademarks of Wizards of the Coast in the USA and other
countries.
This work contains material that is copyright Wizards of the Coast and/or other authors. Such material is used with permission under
the Community Content Agreement for Dungeon Masters Guild.
All other original material in this work is copyright 2020 by Jeff Ibach and published under the Community Content Agreement for
Dungeon Masters Guild. Version 2.0
2
AN INTRODUCTION TO THOON through selective breeding. While they mostly

look like illithids with some minor changes, it’s
WHAT IS THOON? their mindset and philosophy that has become
Thoon is a name that could refer to a philosophy, twisted from the other plots and plans of their
or an actual creature...maybe a mythic fiend. It normal kin. They went off to found their own en-
might even be a demigod or full-fledged deity. clave in a hidden away place, and they’ve been
We’ll likely never really know, because the only spreading out like a disease ever since.
beings in the multiverse to have contact with
Thoon are a select breed of mind flayers, and WHAT DOES THOON WANT?
they’re not telling. It’s not so much about what Thoon wants, but
what Thoon taught them they need, and it
As the DM, you don’t really need to decide what opened their minds to a mystical substance
Thoon is. Thoon is likely to remain beyond the called quintessence. Quintessence can be har-
characters’ knowledge. It is difficult to learn about vested from creatures or objects by secret rituals
Thoon is because the mind flayers themselves only the mind flayers of Thoon know. It’s like “The
are incapable of describing it in detail, even un- Force” - some have it, some don’t, and some ex-
der magical coercion. They honestly seem un- otic objects have it as well.
able to comprehend questions such as “Is Thoon
a god?” The mind flayers answer, “Thoon is Regardless, that’s what they are after. They can-
Thoon, and Thoon is all!” Almost any question not do their construct spawning or power them
about Thoon’s nature gets a similar response. with supernatural abilities without it. Luckily
Thoon also taught them how to read an aura of
HERE’S HOW IT IS. quintessence by using the detect magic spell
Mind flayers, also known as illithids, are those which the madcrafters, stormclouds and infil-
horrific brain-eating things living in the Underdark trators here know how to do. It reveals itself as a
and in your Monster Manual on page 222. These dark, misty aura only they can see.
creatures sure get around. They inhabit countless
worlds and planes. One of the more interesting So, the Thoon mind flayers go about collecting it
ways they can move around the inner and outer as best they can. They brought back a cute little
planes are in amazing planar ships called nauti- organism from the Far Realm that they can plant
loids that, as the name implies, look like giant inside a human cerebrum to turn them into
shells or have a shell-like theme. “infiltrators”. These then carefully return to the
towns or villages they came from to spy for
Long ago one of these vessels was exploring an sources of quintessence or other things of inter-
uncharted region of the astral plane when they est to their masters. They in turn, create “thralls”
went “too far”. Did the ship go through a portal, or from other humanoids or creatures to serve them
did they find a place where the boundaries be- as unquestionably loyal soldiers.
tween planes were thin? Regardless, they soon
found they had left the astral behind and entered Once they gather quintessence it takes the form
a dimension called the Far Realm, a place of of an ethereal liquid which they place in large,
alien nothingness outside the known universe egg-shaped storage chambers called matrices.
(see page 68 of the Dungeon Master’s Guide). All Matrices of quintessence have a strong aura any-
manner of the most unspeakable horrors call this one can view using detect magic because of its
place home and that is there they found Thoon. concentrated potency. There are no hard rules
for this stuff because it’s a plot device to use on
Eventually they returned to the prime material demand. Maybe the illithids need to get it from
plane…or were they sent back? They were gifted the Queen’s son, a diamond mine, or of all
with alien knowledge on creating constructs in things, from one of your player’s characters!
new ways and how to change themselves
3
I am an infiltrator,
working my way among an
WHERE THE HELL IS THIS FROM?
unknowing populace for
Thoon originated from the talented authors at my Thoon masters. I con-
Wizards of the Coast who penned the D&D trol the thralls.
3rd Edition “Monster Manual 5”. It does pre-
sent a great alternate way to use mind flayers
and their new minions in adventures and sto-
ries.
I’m a Thoon thrall. I’m
Honestly, I’m not sure what the catalyst was. screwed. I live life
Perhaps someone said “let’s see how many until awakened by an
times we can print the word Thoon in the
infiltrator, then I
same book.” Because it’s in there 666 times,
or if not, an awful lot. fight ‘till I explode.
The same thing goes for quintessence. It’s a

mystical MacGuffin that could refer to the es-
sence of the boat captain from the movie
Jaws. If you’re wondering how you’ve never
heard about this in D&D’s long history, its be-
cause until the Thoon mind flayers discovered
it, no one else even knew it existed.
HIERARCHY OF THOON
I am a disciple of
Thoon. I’m a mind flayer
I am a Thoon soldier.
that’s been granted
I’m not too bright but I
cleric spells and I am
have mastered using
the direct link to Thoon.
quintessence to kill you.
I am a shadow
flayer. I am a spy
and hunter for
Thoon through
the disciples.
4
I am a madcrafter of
Thoon. I’m really big and I am a Scyther of
I spawn scythers and Thoon, a construct of a
stormclouds to protect madcrafter with
myself and the enclave. scythes in both hands.
I am a Thoon hulk.
I was alchemically
twisted into this.
Thoon hulk smash!
ud of
s t o rmclo uct
I’m a a c onstr r.
o
h o o n. Als a d c rafte
T yam for
ned b oking
spaw d l o
aroun ence.
I fly ess
quint
They saved the best for last. I am a

Thoon elder brain. Everything above
answers to me as I hatch *nubbleknots*
schemes. I am rare in the extreme, lead-
ing *blabastab* enclaves place to secret
place to find quintessence. I see
*thunkidunk* you! ALL HAIL THOON!
5
THOON DISCIPLE
Mind Flayer Clerics. Apart from the Thoon elder
brain, Thoon disciples have the closest connec-
tion with the mysterious presence of Thoon. De-
voted to whatever ideals they think Thoon sup-
ports, these clerics provide healing and divine
magic to other mind flayers of Thoon. Regard-
less, Thoon disciples are similar to normal mind
flayers, requiring no metamorphosis or change to
become what they are.
6
A Thoon disciple is the same height and weight

REGULAR MIND FLAYERS AND THOON? as a typical human. Because they wear heavy
armor, disciples appear bulkier and stronger than
While the majority of the creatures presented here typical mind flayers. Like other illithids, Thoon
are either constructed through terrible rituals, disciples are genderless. Instead of the lawful evil
twisted by the Far Realm itself, or are an alchemi- tendencies of their normal stock, Thoon disciples
cal monstrosity carefully created for a single pur-
are neutral evil. Nevertheless, when a Thoon dis-
pose, regular mind flayers are in their ranks.
ciple gets its “visions from Thoon,” it carries out
Regular mind flayers were the ones who found those orders from the Far Realm, no matter how
Thoon and became “converted”. Otherwise they’re chaotic or nonsensical they seem.
still the good old mind flayers from the Monster
Manual. As mentioned, Thoon disciples are just
regular mind flayers, although with an alien pur-
pose and clerical powers!
7
SHADOW FLAYER
Bred of Shadow. Shadow flayers started as nor-
mal mind flayers, and through one of their selec-
tive breeding projects likely involving ‘things’ from
the Shadowfell, these creatures were purposed
for subterfuge and stealth.
Shadow flayers are also expert poisoners, able to

produce small doses of what they call
“shadowtoxin” right from their own secretions.
Like the Shadowfell itself, this insidious poison
saps the energy and will to live from its target.
8
THOON INFILTRATOR Far Realm Parasites. Because the mind flayers

of Thoon have only so many of these parasites,
Spies Like Us. The parasitic Thoon infiltrator is each Thoon infiltrator is a precious tool. Every
an undercover agent for the mind flayers of infiltrator is trained for self-preservation, saving
Thoon, able to form secret networks of Thoon their dimension door spell to avoid defeat or cap-
thralls but appearing as innocuous as an ordinary ture. This makes a Thoon infiltrator a fantastic
human. recurring villain. Eventually, it will lead characters
into contact with its more powerful masters. It
Ball of Tentacles. In its natural state, the para- functions particularly well in the company of sev-
site looks like a bundle of tentacles about the size eral Thoon thralls it has created. It does this by
of a crab. When brought close to a humanoid taking a suitable, incapacitated humanoid near
however, the tentacles burrow into the brain of itself, and a few tentacles pierce the thrall’s body,
the host, killing it, then reassembling the body to releasing a psychic goo that quickly travels
it's liking. After a day of disturbing twitching, the through their system and leaves them enslaved.
host body awakens, appearing as it did before
(apart from the tentacle mass coming out of the Eventual Comeback. The parasitic mass that
base of the skull), but wholly devoted to Thoon. powers an infiltrator can survive the death of the
The remade body doesn't need to eat, sleep, or host, and revive it! When an infiltrator reaches 0
breathe, but it can do so if it wants to appear hu- hit points, its not dead. Life functions end, how-
manoid. When needed a tentacle can burrow up ever, and the infiltrator is functionally a corpse for
through the neck to shoot a poisoned dart the purpose of resolving spells that affect dead
through the throat of the infiltrator at a target. bodies. It takes a successful DC 20 Wisdom
(Perception) check to detect a vibration in the
neck-tentacles revealing its not fully dead. Re-
moving the tentacles (a bloody process that re-
quires a successful DC 20 Intelligence (Medicine)
check and two actions) kills an infiltrator perma-
nently. If the tentacles aren’t removed, an infiltra-
tor can effectively resurrect the host body. After it
has spent a month in this near-death state, an
infiltrator returns to consciousness at full normal
hit points. It then frees itself from burial by casting
dimension door and tries to reestablish contact
with its masters.
Submerge Tentacles. An infiltrator usually hides

its neck-tentacles with a cloak, high collar, or a
scarf. If it expects close scrutiny, it can submerge
the tentacles beneath the flesh, leaving only a
rough patch of skin behind, doing so takes an ac-
tion. While the tentacles are submerged, an infil-
trator can’t use its innate spellcasting abilities,
throat dart, telepathy, or spawn thrall. If an infil-
trator dies with its tentacles submerged, no
search short of dismemberment can reveal the
tentacles’ presence, and the Thoon infiltrator’s
Eventual Comeback ability functions normally.
9
What’s This?! To the illithids’ surprise, the hu-

WHY NOT A TEMPLATE? manoid slaves on the original vessel that found
Thoon were quickly infected with a parasite na-
Because of how infiltrators come into being—a tive to the Far Realm, becoming Thoon
parasitic infestation—creating a template for them infiltrators in the process. The mind flayer’s sur-
has some logic to it. Making new rules though just prise became delight when they realized a
isn’t worth the extra work because the template
Thoon infiltrator could both impersonate
would change everything about the host. When
the barmaid gets turned into a Thoon infiltrator, “ordinary” folk and detect quintessence at the
only her appearance and basic memories remain same time. Since then, the mind flayers have
intact—the rest is a product of the infesting trans- learned a little more about the life cycle of the
formation. Therefore it’s easier just to make the Thoon infiltrator parasite, able to create more and
infiltrator as a normal monster and stipulate that it implant them as they see fit. The fact that just
looks like whatever it was before, filing off the se- enough of the host’s memory remains, it can inte-
rial numbers so to speak. grate back into its society fairly easily.
10
THOON THRALL
Foot Soldiers. Thoon thralls are the rabble of the
secret cabal the Thoon infiltrators work with.
They remain in their humanoid guise until re-
vealed or commanded into battle. They then go
under a final transformation and go out with a lit-
eral blast. Their appearance goes completely un-
changed except when it starts regenerating,
when the alchemical treatments they received
start coursing through their veins and warping
their skin.
Commoner Core. A humanoid creature under-

goes a ritual to become a thrall, but looks and be-
haves the same, and retains its own free will—
unless a Thoon infiltrator is near. A thrall must
eat, sleep, and breathe and can live life as it did
before becoming a thrall. It immediately takes
any action assigned to it by a Thoon infiltrator,
which wakes them from dormancy.
One Shot At This. An important tactical element

to keep in mind is that the Thoon infiltrator that
created the thrall needs to consider whether it’s
worth losing that thrall in a particular conflict. A
thrall can transform only once. Once it leaves
dormancy, its regenerative powers force it to im-
molate before long. Therefore, an awakened
thrall is always a dead thrall—an expended re-
source to the infiltrator.
11
THOON THRALL TEMPLATE Once a thrall ends its dormancy, it can’t return to a
“Thoon thrall” is an acquired template that can be dormant state. Due to its unique regeneration, a
added to any corporeal humanoid creature that a thrall cannot survive out of dormancy for long.
Thoon infiltrator could reasonably render helpless
for 1 minute (referred to hereafter as the “base Immolate: When a thrall is fully healed and has
creature”). temporary hit points equal to or greater than half its
Abilities: Same as base creature except Str +6, full normal hit points, it might explode, unable to
Dex +2, Con +2, Wis –2, Cha –2. contain the energy inside. At the end of each of its
AC: Increases by 1. turns, it must succeed on a DC 13 Constitution
Alignment: Neutral evil. saving throw. If it fails, it explodes, dealing 14 (4d6)
Challenge Rating: Same as base creature +1 points of fire damage to all creatures within a 10-
Hit dice: Increase by 2. foot-radius. The explosion kills the thrall. A thrall
Languages: A Thoon thrall can communicate tele- can voluntarily fail this save, but it does so only on
pathically with a Thoon infiltrator. a direct order from a Thoon infiltrator.
Senses: Darkvision 60 feet if it doesn't already
have better. Regeneration: The thrall regains 10 hit points at
Speed: When not dormant, a Thoon thrall’s speed the start of its turn. If the thrall takes acid or fire
increases by 10 feet in whatever mode the creature damage, this trait doesn't function at the start of the
most often employs (usually land speed). thrall's next turn. The thrall dies only if it starts its
turn with 0 hit points and doesn't regenerate. A
Dormancy: A thrall spends most of its time in a thrall can gain hit points beyond its full normal hit
dormant state. When it is dormant, a thrall’s regen- points as temporary hit points. A thrall’s skin begins
eration doesn’t function, and the thrall doesn’t
to blister and swell when this happens. Once its
move at full speed. It appears exactly as it did be-
temporary hit points equal or exceed half its full
fore an infiltrator turned it into a thrall. As an action,
a thrall can end its dormancy and vein-like growths normal hit points, a thrall must make a DC 13 Con-
emerge from its skin. If an infiltrator is within 100 stitution saving throw every round or explode.
feet, a thrall can end its dormancy as a reaction.
12
THOON SOLDIER
I Obey. Thoon soldiers are formed within co-
coons that must be supplied with quintessence
by their makers. When it emerges from a cocoon,
it simply finds the nearest ally and awaits orders.
Master of Change. In addition to its formidable

carapace shell, a Thoon soldier can change into
a number of different aspects that enhance its
body, reaction, defense, or combat prowess. A
soldier is 6 feet tall and weighs 300 pounds.
13
MADCRAFTER OF THOON
Fugly. A madcrafter of Thoon is nearly 20 feet long
and weighs around ten tons, with sluglike movement
and humanoid hands for intricate working. It wears a
harness with a collection of canisters, each containing
a glowing, green fluid. The front of its body seems like
it is all mouth—a maw dripping with caustic goo. A
madcrafter of Thoon is a living factory for some of the
quintessence-fueled constructs employed by the mind
flayers of Thoon.
Twisted and Evil. From their appearance it is hard to

believe the madcrafters of Thoon were once mind
flayers. Contact with the Far Realm and Thoon has
transformed them into huge, sluglike creatures. A
madcrafter of Thoon subsists entirely on quintes-
sence. Because they are slow and somewhat vulner-
able out in the world, other minions of Thoon gather
quintessence for them.
Familiar Ecology. Although the madcrafters of Thoon

are illithids no more, they have a similar life cycle. The
asexual madcrafters exude thousands of tadpoles in a
spawning pool created for this sole purpose deep
within its lair. The tadpoles eat each other in a com-
pulsion of cannibalism induced by long periods of in-
sanity. Eventually, one massive madcrafter, grown
huge from eating its siblings, crawls from the spawn-
ing pool and immediately seeks out quintessence.
Madcrafters of Thoon need only quintessence to sur-
vive from then on, but they have an integral taste for
sentient brains. They don’t derive nutrition from them,
but they’re still really delicious to eat, sending them
into an intoxicated state. Thoon elder brains and
Thoon disciples use fresh brains as rewards to keep
their construct-spawning madcrafters in line.
ADDITIONAL SPAWNING
A madcrafter of Thoon usually takes an entire day

to spawn a stormcloud or scyther of Thoon. If
threatened, however, it creates constructs much
quicker, expelling them in gobs of acidic spittle.
A typical madcrafter of Thoon has enough stored

quintessence to safely use this ability twice per day
in an emergency. If it uses launch spawn a third
time, it loses its regeneration ability for the rest of
the day. If it dares to use this power a fourth time, it
takes 20 points of damage from quintessence loss
strain.
14
Valuable Commodity. Because the madcrafter’s

unique ability to churn out constructs is valuable, MADCRAFTER OF THOON ENCOUNTERS
the mind flayers of Thoon usually hide the mad-
Because the madcrafter of Thoon spawns other
crafters safely deep in their lair. If an enclave be- monsters, you should be aware of a few precau-
yond the nautiloid vessel is deemed safe, the tions when planning an encounter with one. First
mind flayers might try to relocate a madcrafter of thing is, madcrafters deal with high-level PCs poorly
Thoon there. That way both the construct spawn- as they depend on Challenge Rating 5 and 6
ing madcrafters, and the matrices of quintes- (stormclouds and scythers respectively) monsters
sence are nearby. Still, relocating them there can to do the fighting. Second thing, the madcrafter it-
be dangerous, because the madcrafters are slow self is a good challenge for five 10th-level PCs, but
and visually garner lots of attention. two madcrafters wouldn’t challenge a party just a
little higher as their mooks would be dealt with more
easily. It is OK to mix a single madcrafter with other
monsters to get the encounter level you need.
Second thing, you could always assume a mad-

crafter of Thoon has three or four constructs al-
ready spawned when encountered, and it can spit
out two or more as the combat unfolds. But this
could produce a drawn out combat that goes on too
long. Also, that’s a lot of similar monsters to track
behind the DM screen.
15
SCYTHER OF THOON
Dangerous Appearance. A scyther of Thoon is
about 5-1/2 feet tall and weighs 250 pounds. Its
slumped posture when walking gives it a lumber-
ing gait. They are best used in small groups
where they can be most effective.
Spawned to War. After consuming sufficient

quintessence and metal ore, madcrafters of
Thoon spawn scythers who await orders from
any telepathic creature of Thoon (usually a mind
flayer). Most scythers of Thoon are kept in
groups of four to six within the mind flayers’ en-
clave. Scythers are easily spawned, so mind flay-
ers often order a pair of scythers to accompany
them and to do small chores.
Fight Dirty. A common tactic for a scyther squad

is to have all charge into melee, with one staying
back to use its searing eye beams on a wounded
target or one which can’t be attacked by its allies.
Scythers of Thoon use their dispelling touch abil-
ity only if a magical effect is preventing them from
damaging their target (with an obvious

visual effect). With something smart
guiding them, scythers can put dispel-
ling touch to better use, ending defen-
sive magic, grounding foes who are
flying and otherwise disrupting its op-
ponents' tactics. Thoon disciples in
particular are proficient with Knowl-
edge (Arcana) and detect magic to
know what spells the PCs are using
and if using dispelling touch is tacti-
cally sound.
16
STORMCLOUD OF THOON
Flying Gatherers. Stormclouds of Thoon are
constructs spawned by madcrafters to hunt down
sources of quintessence for them. A stormcloud
of Thoon floats a few feet off the ground. It
weighs in around 100 pounds and its tentacles
are about 6 feet long. They have eyelike struc-
tures near the front of its egg-shaped head. The
tentacles that protrude in a jumble from the bot-
tom of a stormcloud’s head makes their tremors-
ense possible.
Bizare Nature. Unlike most constructs, storm-

clouds of Thoon are somewhat sentient. Still,
they are dullards in an enclave of geniuses, so
they rarely put their intellects to much use, in-
stead they just follow orders as best they can.
Out in the field, however, a stormcloud of Thoon
can put its sentience to use by determining any
risks in an encounter before rushing into melee
combat.
I See You. The stormcloud only speaks under-

common, but if it uses detect magic and discov-
ers a source of quintessence (object or thing) it
might help to describe a few of its tentacles fidg-
eting and pointing to the source in a disturbing
display!
17
THOON HULK
Crafted Through Alchemy to Kill. Dark legends
of the illithids speak of the odd experiments they
put their victims through. However, explorers of
the deepest Underdark discovered they have no
remorse against performing the same experi-
ments on their own kind. Thoon hulks are the
product of alchemical and psychic enhancement.
Their minds are dulled, their powers enhanced,
and their bodies stretched to the limits of physical
endurance, an ordeal that keeps it permanently
on the brink of madness. A Thoon hulk is 10 feet
tall and weighs 1,000 pounds. Its masses of mus-
cle and carefully crafted arm-axes clearly set it
apart from normal illithids.
18
THOON ELDER BRAIN

Brains in Pools. A Thoon elder brain is roughly replaced with new, quintessence-generated
8 feet around and weighs about 800 pounds. Its ones. Like a traditional mind flayer elder brain,
tentacles reach a length of nearly 20 feet, but it the Thoon elder brain lives and thrives by con-
can be difficult for them to stretch far, so their full suming tadpole-like, immature mind flayers. Also,
reach is only 10 feet. A Thoon elder brain doesn’t like all creatures of Thoon, it requires distilled
seem to age to the naked eye. Sometimes tenta- quintessence once a week or it slowly begins to
cles atrophy and waste away, but they’re soon starve.
19
Intellectually Weird. In many ways a Thoon

elder brain acts like a traditional mind flayer elder
brain. It’s a self-righteous genius and completely
confident in its abilities. Having been touched by
the Far Realm though, it sometimes behaves in
odd ways, like telepathically broadcasting gibber-
ish or making illogical decisions that makes gath-
ering quintessence harder than it should be.
Whether the elder brain is off its rocker or simply
several moves ahead of the rest of the enclave
remains to be seen.
Broadcasting Boss. The Thoon elder brain

communicates telepathically with the rest of the
mind flayers of Thoon, delivering orders and
making announcements in a telepathic “voice” so
intense that it’s slightly painful. It ends each com-
munication by saying, “All hail Thoon!” If your
player's characters are exploring a Thoon base
or a nautiloid ship, they likely hear some tele-
pathic messages from the Thoon elder brain in
their minds before they even encounter it. The
messages could be direct, but irrelevant like
“Spore Squad Eleven, report to the Central Pool.
All hail Thoon!” If you want to ramp up the ten-
sion, then hit them with “Intruder alert. Kill them
all, but the halfling. Bring that one to the quintes-
sence processing chamber. All hail Thoon!”
20
FREQUENTLY ASKED QUESTIONS Q: Some of the quintessence collectors seem

dumb as rocks…
Q: How much quintessence can be extracted A: But they know their basic functions and carry
from a single creature or object? out their orders almost like drones. But there can
A: The original text says about a gallon, but that be some interesting situations which can arise in
doesn’t sit well with me. A gallon weighs about 8 encounters with them. For example, what if they
pounds, meaning if they need to place the crea- come across a stormcloud out of range of its con-
ture back into society it would look like they troller? On the off chance someone speaks un-
started a workout regiment. Or, does the quintes- dercommon they could try communicating with it.
sence not actually count against their body The scythers may be worse, they can only re-
weight? “The Force” doesn’t weigh anything. ceive and obey telepathic commands but cannot
Again, this stuff moves at the sped of plot, so it’s answer back, nor does it speak any language at
up to you how much can be harvested from a sin- all.
gle source and how quickly.
WORKING THOON INTO YOUR GAME
Q: Do the creatures using quintessence need Here is just a sampling of ideas to get a cam-
to eat more? paign involving Thoon going.
A: Yes, they all do. They need to consume quin-
tessence at least once a week or begin starving, 1) The characters come to a village recently at-
not just to fuel their abilities. How much do they tacked by norkers. They learn that most brave
require? Speed of plot! folk took up arms to help fight them off, but
two peasants (thralls) exploded during com-
bat! They ask the PCs to track down the patri-
arch and the remainder of that clan, as they
just left town. They could encounter a Thoon
infiltrator and two or three of his thralls to be
given a hint of Thoon.
2) Dwarves have claimed their mine has been

disrupted by strange floating things from be-
low (stormclouds most likely looking for quin-
tessence). They ask the characters to investi-
gate for them as it shot lighting killing three
dwarves when confronted.
3) A Thoon disciple discovers the PC’s work and

commands a shadow flayer (or a pair) to track
them down and kill them one by one.
4) The PC’s track down, or discover intel leading

them to where the shadow flayer came from.
This could lead them to a bizarre shrine on
the outskirts of a Thoon enclave with a few
Thoon disciples and their Thoon soldiers.
5) Following paths deeper into the enclave might

soon bring out a madcrafter and its spawn to
stop them, a run in with a Thoon hulk, and the
eventual confrontation with the Thoon elder
brain and its scythe bodyguards.
21
Otherworldy Patron: THOON dom check with proficiency against the DC.
Should you succeed, one quintessence die
You've somehow managed to connect your mind (explained in the next segment) will be added to
to that of Thoon's. Maybe you were a wizard's your total, not to exceed the maximum amount.
apprentice whose experiments went too far, or a
particularly strong-willed Thoon Thrall who had Harvesting From DC
their free will restored in exchange for service to Person 15
your patron. Place 20
Thing 12
Whatever the reason, you now command the
power of quintessence. It is a fickle magic to QUINTESSENCE
wield, lashing out at its user as equally as its tar- Starting at first level, you have access to magical
get. But those willing to pay its price can manipu- abilities fueled by quintessence dice. There are
late themselves and the world around them to six quintessense abilities, each one a manifesta-
devastating effect. tion of a character ability.
THOON EXPANDED SPELLS Rather than gaining new patron features at 6th,
The following spells are added to the warlock 10th, and 14th levels, your quintessence dice im-
spell list for you: prove, as do the number of quintessense abilities
you have access to.
Spell Level Spells
Your pool of quintessence dice is equal to your
1st command, dissonant whispers Charisma modifier (minimum of 1).
2nd blur, phantasmal force QUINTESSENCE DICE
3rd bestow curse, clairvoyance Warlock Quintessence Die Abilities Known

Level
4th compulsion, confusion 1st d6 3
5th dominate person, modify memory 6th d8 4
10th d10 4
MANIPULATIVE MIND
At 1st level, you gain resistance to mind-affecting 14th d12 5
spells. At tenth level, you are immune to any
20th d12 all
spells that would turn your will against that of
your patron (eg. charm, command, dominate per- QUINTESSENT ABILITIES
son). At 1st level, you have access to three quintes-
sense abilities of your choice from the following
QUINTESSENT SIGHT list. You can choose to swap out one ability for
You have the ability to detect the presence of another each time you level up.
quintessence in an object or person. You can
cast detect quintessence (detailed below) without Strength. When hitting a creature with a physical
expending a spell slot, and you can see an aura attack (ranged or melee), you may use your bo-
of quintessence around a person, place or thing. nus action to roll any amount of quintessence
Note most of the Thoon creations can also see dice and add the amount shown as necrotic dam-
this quintessence aura by casting the detect age. You take half of that damage rounded down.
magic spell.
 Strength. When hitting a creature with a
Upon discovering the presence of quintessence, physical attack (ranged or melee), you may
you can attempt to harvest it by making a Wis-
22
use your bonus action to roll any amount of person with quintessence and attempting to har-
quintessence dice and add the amount shown vest it from them.
as necrotic damage. You take half of that
damage rounded down. NEW SPELL
The sorcerer, warlock, and wizard spell list con-
 Dexterity. If you would be hit with an attack, tains a new spell: detect quintessence.
you may use your reaction to spend a quin-
tessence die, adding your Wisdom modifier to
your AC until the start of your next turn. Roll 1st-level divination (ritual)
the die and take necrotic damage equal to the Casting Time: 1 action
amount shown. Beginning at 10th level, the Range: Self
bonus to your AC equals your Wisdom modi- Components: V, S
fier + your Charisma modifier. Duration: Concentration, up to 10 minutes
For the duration, you sense the presence of quintes-
 Constitution. If you would fail a saving throw, sence within thirty feet of you. People or objects con-
you may use your reaction to add one quin- taining quintessence will appear to have a dark aura
tessence die to your saving throw, taking ne- around them, the intensity of the darkness denoting the
crotic damage equal to the roll. amount of quintessence they contain.
The spell can penetrate most barriers, but it is blocked
 Intelligence. If you would deal spell damage by 1 foot of stone, 1 inch of common metal, a thin
to an enemy (ranged, melee, or save), you sheet of lead, or 3 feet of wood or dirt.
may use your bonus action to roll any amount
of quintessence dice and add the amount
shown as necrotic damage. You take half of
that damage rounded down. This ability can-
not be used in the same turn as the Wisdom
ability.
 Wisdom. If a creature is rolling against your

spell save DC, you may use your bonus ac-
tion to spend a quintessence die, adding your
Wisdom modifier to the DC. Roll the die and
take necrotic damage equal to the amount
shown. This ability cannot be used in the
same turn as the Intelligence ability. Begin-
ning at 10th level, the bonus to your DC
equals your Wisdom modifier + your Cha-
risma modifier.
 Charisma. When making a check with a skill

you are not proficient in, you may roll one
quintessence die and add the amount shown
to your skill check. You take necrotic damage
equal to the roll.
REGAINING QUINTESSENCE DICE

You regain one quintessence die when you finish
a short rest or all of them when you finish a long
rest. Alternatively, you can regain a quintessence
die by using detect magic to locate an object or
23
Also from Toolbox Publishing...
CREDITS—TOOLBOX PUBLISHING
Writing and Layout by Jeff Ibach
Editing by Dawn Ibach, Jeff Ibach and Jim Sharkey
with Seth Kelly
Playtesting: Amanda Jose Alderman, Joe Bakter, Katy
Benson, Heather Doughtery, Seth Kelly, Dawn Hilcox
Morton, Jim Sharkey, Scott Thomas, Matt Volz
Otherworldy Patron: Thoon by Katy Benson
Cover & Art: WotC DMs Guild stock art

used with permission or public domain. The stormcloud
is courtesy of digital artist Heather Doughtery.
ABOUT
Jeff is an ENnie-award winning author behind AEG’s
Toolbox (2002) and Ultimate Toolbox (2009). He’s cur-
rently doing D&D 5e conversion work for Legendary
Games.
Contact: jeffibach.DM@gmail.com
24

17480-Mind Flayers of Thoon

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MIND FLAYERS OF THOON

AN INTRODUCTION TO THOON through selective breeding. While they mostly

The same thing goes for quintessence. It’s a

They saved the best for last. I am a

A Thoon disciple is the same height and weight

Shadow flayers are also expert poisoners, able to

THOON INFILTRATOR Far Realm Parasites. Because the mind flayers

Submerge Tentacles. An infiltrator usually hides

What’s This?! To the illithids’ surprise, the hu-

Commoner Core. A humanoid creature under-

One Shot At This. An important tactical element

Master of Change. In addition to its formidable

Twisted and Evil. From their appearance it is hard to

Familiar Ecology. Although the madcrafters of Thoon

A madcrafter of Thoon usually takes an entire day

A typical madcrafter of Thoon has enough stored

Valuable Commodity. Because the madcrafter’s

Second thing, you could always assume a mad-

Spawned to War. After consuming sufficient

Fight Dirty. A common tactic for a scyther squad

damaging their target (with an obvious

Bizare Nature. Unlike most constructs, storm-

I See You. The stormcloud only speaks under-

THOON ELDER BRAIN

Intellectually Weird. In many ways a Thoon

Broadcasting Boss. The Thoon elder brain

FREQUENTLY ASKED QUESTIONS Q: Some of the quintessence collectors seem

2) Dwarves have claimed their mine has been

3) A Thoon disciple discovers the PC’s work and

4) The PC’s track down, or discover intel leading

5) Following paths deeper into the enclave might

3rd bestow curse, clairvoyance Warlock Quintessence Die Abilities Known

 Wisdom. If a creature is rolling against your

 Charisma. When making a check with a skill

REGAINING QUINTESSENCE DICE

Also from Toolbox Publishing...

Cover & Art: WotC DMs Guild stock art

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