Mindflayer Themed Campaign (Recruiting Closed!)

Lord_Raven88

First Post
Greetings I'm interested in a Mind Flayer themed game, where the PC's will take the
part of a 4 person Inquisition (aka Mind Flayer adventurers), which will be sent on various missions by the Elder Brain of their Sept.

If you're interested in playing in such a game then submit a character using the following guidlines.

Campaign Setting: Generic D&D/Greyhawk
Posting Rate: 2 to 3 times a week, which is all I can probably manage.
Number of Players: 4 only.
Race: Mind Flayer only (Expanded Psionics Handbook version)
Classes & PrC's: Any, but bear in mind that Mind Flayer Sorcerers are outcasts. Also feel free to only take levels in a PrC, as your levels will enable to to qualify for a surprising number of PrC.
Interesting Class/Prestige Class Suggestions: Archivist (HoH), Dread Necromancer (HoH), Illithid Savant (Savage Species), Soul Eater (BoVD), Thrallherd, Ur-Priest (BoVD)
Levels: 18 ECL (Mind Flayer ECL 15 + 3 additional character levels)
XP:162,000
Ability Scores: 26 point buy.
HP:Max at 1st level, then average HP's at even levels and average +1 HP's at odd levels. I.E. HP's from 8 racial HD = 39 HP's [8+4+5+4+5+4+5+4]
Gold: 200,000gp (no more than 50,000 to be spent on a single item)
Thralls :You won't be starting the game with any Thralls (Psionically Charmed/Dominated/Suggested playthings) unless you take the Thrallherd PrC. Basically you are all relatively young (20-23) Mind Flayers, infact this is going to be you first mission without elder Mind Flayers mentoring you, it's also your first mission together as a group.
Books: Core Rule Books, BoVD, Complete Books, Lords of Madness*, Savage Species etc. Basically most non-world specific WotC rulebooks.
* Note: I'm going to be using Lords of Madness extentively for background purposes, so feel free to incorporate of this material into our background.

I'll be picking 4 submissions only, these will be based partially on filling a necessary niche within the party as well as how interesting the character concept actually is.

And finally in an all Mind Flayer game it would be prudent for the group to bare in mind the weaknesses of Mind Flayers. Mind Flayers are less than effective versus Contructs, Plants and Undead and may fare badly in melee heavy encounters. Other than that feel free to get creative!

If you have any other questions feel free to ask.

Submissions Closed!

Everyone who has already expressed an interest will have a few extra days to finalise and submit there charaters, in consideration of Thanksgiving holiday.

IC OOC RG

[sblock=Mind Flayer Primer]
[sblock=Mind Flayer's as Characters]
  • +2 Str, +4 Dex, +2 Con, +8 Int, +6 Wis, +6 Cha
  • Base land speed is 30 feet
  • Darkvision 60 feet.
  • 8 Racial HD: +6 BAB, Base saving throws of Fort +2, Ref+2 Will +6.
  • Racial Skills: (2+Int mod) Bluff, Concentration, Hide, Intimidate, Knowledge(any), Listen, Move Silently & Spot.
  • Racial Fests: 3 feats
  • +3 Natural Armour
  • Natural Weapons: 4 tentacles (1d4)
  • Special Attacks: Mind blast (DC=10+1/2 HD+Cha mod), Psionics(as 9th level Psion), Improved Grab, Extract.
  • Special Qualities: Power/Spell Resistance 25 + class levels, Telepathy 100ft.
  • Languages: Common, Undercommon
  • Favoured Class: Wizard
  • Level Adjustment: +7
[/sblock]

Mind Flayer Anatomy[sblock]
A mind flayer is roughly comparable to a thin human in height
and build, but the external resemblance stops at that point.

An illithid’s head is a monstrous sight, resembling a four
tentacled octopus sitting atop the creature’s shoulders. The two
eyes, uniformly pale white and without pupils, are sheltered
beneath prominent brow ridges. The creature’s soft, moist
skin is mauve in color and glistens beneath a thin coating of
mucus.

Mind flayers have three long, slender fingers and an opposable
thumb on each hand, and two webbed toes on each foot.
Each finger and toe is capped with a wicked-looking nail,
which aren’t as dangerous as they seem. In fact, the nails are
composed of soft cartilage and present little danger to anyone
struck or scratched by them.

INTERNAL ANATOMY
Internally, illithids are similar to humans. More precisely,
they are very close to the base stock of the host in which they
grow bodies prior to ceremorphosis (see Reproduction, below).
They have hearts, lungs, livers, spleens, stomachs, and digestive
systems that are recognizable to any anatomist. The process of
ceremorphosis alters the appearance of these organs but not
their function or the need to have them.

What it does alter, however, is the host body’s nervous
system. An illithid’s nervous system is more extensive and
more advanced than any human’s. Every part of an illithid’s
body is “wired” into the brain with direct connections unseen
in any other creature. In effect, an illithid’s entire body is an
extended brain. One might question the cognitive power of a
liver, but there is no doubting that an illithid has tremendous
physical awareness of its own body and physical condition.

For reasons explained below, an illithid’s brain is anathema
to its body. The process of ceremorphosis creates something
closer to parasite than brain. That parasite becomes an indispensable
part of the body. Its great weakness is that it does not
produce the critical enzymes, hormones, or psychic energy
that the body needs to survive and function. Those critical
components must come from consumed brains.

Because of the mind flayer’s all-embracing nervous system,
food does not pass through a simple gastrointestinal tract but
through a cognitive, self-aware digestive system. That system
absorbs more than just nourishment from food. It scavenges
enzymes, hormones, and most important, psychic energy.

Illithids are known for consuming brains, but they eat other
food as well, most of which contains various amounts of these
needed enzymes and hormones. Internal organs are good
sources, and they rank high on illithid menus. Brains are
ripe with all three and are the only external source of psychic
energy.

MOUTH AND TENTACLES
An illithid’s tentacles can vary from 2 to 4 feet in length when
fully extended. When the creature is at rest and not excited, the
tentacles appear shorter. Even then, they are in almost constant
motion, writhing absent-mindedly as the creature ponders.

These limbs are extraordinarily dexterous and serve the mind
flayer as an additional set of hands, even to the point of being
used to punctuate or accentuate communication. The tentacles
are also quite strong; an illithid receives the benefi t of its full
Strength score in any situation involving its tentacles.

The tentacle cluster surrounds a circular, jawless mouth
ringed with rows of small, rasping teeth. The teeth serve
primarily as tools for gripping and to prevent slippery gobs of
brain matter from falling out of the mouth. An illithid does not
bite through the skin and skull of a victim, instead dissolving
it with a powerful enzyme transmitted through ducts in the
tentacles. This enzyme acts so quickly that the tentacles appear
to push right through the scalp and bone as if through soft
clay. The enzyme is highly unstable and never survives more
than brief contact with the air, making it impossible to harvest
from slain illithids. No material other than illithid mucus is
known to resist its corrosive effect.

ILLITHID SENSES
Although their white, pupilless eyes suggest blindness, mind
flayers see quite well. Their acuity lies entirely in the realm
of darkvision, which operates out to 60 feet. Their hearing is
a little less acute than a human’s. They have relatively good
auditory direction sense (they can tell where a sound is coming
from), but they have poor discernment (ability to separate and
recognize discrete components of a particular sound).

REPRODUCTION
From birth to death, the physiology of the illithid life cycle is
unique, and unspeakably horrible.

In basic confi guration, a mind flayer is amphibious. The
fi rst portion of its life is spent as a tadpole hatched from an
egg. An adult illithid spawns hermaphroditically two or three
times during its lifetime, depositing about a thousand eggs in
a briny pool constructed for just this purpose. The eggs hatch
after about a month, releasing the writhing tadpoles into the
pool.

The tadpoles spend ten years in the pool, where they are fed
a fatty mash of brain material and other organs prepared by
nursery attendants. After a decade, they have grown from a
fraction of an inch to around 3 inches in length. At this point,
in terms of sentience and intellect, they are still little more
than intelligent frogs.

The nurseries are home to more than just tadpoles. At the
bottom of the pool resides an elder brain, which survives by
preying on the defenseless tadpoles. The tiny percentage of
tadpoles that survive a decade in the pool—no more than a
few in a thousand—are rightly considered by the illithids to
be the fi ttest, canniest specimens. By surviving, they earn the
privilege of undergoing ceremorphosis.

This is the real mystery of the illithid life cycle, for illithids
do not grow their own bodies. Instead, a mature tadpole is
inserted into the ear, nostril, or eye of a helpless humanoid
captive. Over a period of several days, the tadpole burrows
into the host brain, consuming gray matter and gaining body
mass in a nearly equal ratio. When the process is complete, the
victim’s brain is completely replaced by the tadpole’s bloated
tissue. The tadpole is neurologically melded onto what remains
of the lower brain stem and assumes complete control of the
body’s nervous system. The victim dies irrevocably, but the
body lives on with a parasite serving as its brain.

Victims have been rescued from this horrid fate, but only
if help arrives quickly. A victim is permanently drained of 1
point of Intelligence, Wisdom, Charisma, and Dexterity every
hour after tadpole insertion. When any one ability is reduced
to 0, the victim’s psychic essence is destroyed and replaced by
the tadpole’s awakening mind. Before that point is reached,
restoration can reinstate lost ability points but won’t kill the
tadpole, so damage keeps accruing. The only sure way to save
the victim is to kill the tadpole. The tadpole itself is very easy
to kill (automatic kill with a coup de grace), but its location
inside the victim’s head is a serious complicating factor. Spells
such as cure disease and remove curse have no effect; only a heal
spell can save a victim undergoing ceremorphosis.

In most cases, the only way to guarantee the tadpole is
slain is to crush or incinerate the victim’s head. At that point,
resurrection, true resurrection, or raise dead come into play. Raise
dead alone is of no avail if the victim’s head was destroyed in
the process of killing the tadpole.

The process of ceremorphosis takes a week to complete but it cannot
be reversed after any of the victim’s ability scores are reduced to 0.
From that point, no means can bring the victim back short of a miracle.

Only certain races are used by the mind flayers as recipients of
ceremorphosis. In general, donors must be humanoid, mammalian,
between 5 feet 4 inches and 6 feet 2 inches tall, and
weigh from 130 to 270 pounds. Humans, elves, drow, githzerai,
githyanki, grimlocks, gnolls, goblinoids (of Medium size),
and orcs are sought-after donors. Races smaller or larger than
these, whether in height, weight, or size category, are never
used, and neither are reptilian or amphibian races. Halfl ings,
dwarves, derro, duergar, gnomes, centaurs and their relatives,
giants, and kuo-toas might be used as thralls or as food, but
they are never used as ceremorphosis subjects.

DEVELOPMENT AND AGING
At the end of the week of ceremorphosis, nothing remains of
the victim. Its tissues have been entirely replaced with the
rapidly transforming mind flayer tissue. The creature is warmblooded
and hermaphroditic, with a life expectancy of up to 135 years. It
looks fully grown, but the newly ceremorphosed creature is an infant,
only days into its sentient existence. Itmust grow in learning and
experience before coming into its full power.

This process varies from one mind flayer to another but the average
“growing up” period lasts about twenty years. Immature illithids are
seldom allowed outside the security of a well-protected subterranean
city.

THE ILLITHID MIND
Illithids seem at most times to be calm, collected, and dispassionate.
Occasionally they appear to be gripped by great anger, but it’s hard for
other creatures to distinguish whether that is a true emotion or
a display to impress outsiders or enemies. Because of this, mind
flayers are assumed to have either few emotions or tremendous
self-control. Both assumptions are wrong.

Illithids feel intense emotions but internalize them almost
completely. A mind flayer that looks calm might be raging
with a cauldron of emotion beneath the surface. In addition,
an illithid’s emotions are entirely negative: Anger, fear, envy,
hate, shame, indignation, contempt, pride, and anxiety comprise
nearly their entire emotional repertoire. The closest they
come to experiencing joy is the feeling they get when eating
a brain, but even this is mixed with such sadistic and hateful
overtones that it can’t be considered “happiness” as most races
would defi ne it.

This constant negative emotional state colors an illithid’s
every thought and perception. Because it knows no happiness,
it spends no time planning how to become happy. Pride, satiated
curiosity, and self-satisfaction are a mind flayer’s highest
emotional states. These feelings motivate it to action[/sblock]

ILLITHID VARIANTS[sblock]
Illithids are not a homogenous race. Their decade-long incubation
as tadpoles and the mysterious process of ceremorphosis
spawn numerous mutations and variations. Most of these do
not survive.

Ulitharids
An ulitharid is immediately distinguishable from an illithid
by two characteristics: it towers over its cousins, standing 7 to
8 feet tall, and it has six tentacles rather than four.
The “birth” of an ulitharid is a significant event in an illithid
colony. They are sufficiently rare that a colony with a single
ulitharid considers itself lucky.

As a tadpole, an ulitharid is indistinguishable from other
tadpoles. However, it spends twice as long as a tadpole—twenty
years, compared to the standard ten—before reaching maturity.
Its true nature does not become evident even to other mind
flayers until ceremorphosis. Once an ulitharid begins its
transformation, it is greeted as something akin to a prophet.

These creatures rise to positions of civil or military leadership
within their communities, and they frequently receive
diplomatic embassies from other colonies that are not so
blessed. In addition to their greater stature and revered status,
ulitharids live twice as long as other mind flayers, compensating
somewhat for their rarity of birth.

Illithid Sorcerers
Considering their powerful intellects, it’s not surprising that
many illithids study wizardry. What is surprising is that a
small number of illithids are actually sorcerers. How sorcerous
talent manifests itself in creatures as nonhuman and alien as
mind flayers is a great mystery to those who study the basis of
sorcery. Certainly, mind flayers have no dragon blood. It could
be that this tendency depends on the history of the donor body
prior to it undergoing ceremorphosis, but since no systematic
study is possible, no one knows.

However it’s explained, the combination of psionic and
sorcerous power is fearsome. These creatures are shunned
even by others of their own kind.

Elder Brains
At the center of every large mind flayer community is a fetid
pool of murky, swirling, briny fl uid. The pool itself can have
any configuration, but in every case it serves two purposes.
First, it is an incubator for illithid tadpoles; hundreds of thousands
might inhabit the pool as a teeming mass at any given time.

Second, it serves as the nutrient pool for the community’s
elder brain, the intelligence that guides and unites the illithids
into their tightly woven society.

How an elder brain comes to be is unknown. Even to the mind
flayers, an elder brain is timeless and ageless. It is an amorphous,
writhing bulk of tissue, the conglomeration of cast-off brain
matter from deceased mind flayers. When a mind flayer dies, its
brain is removed ceremonially and cast into the pool, whereupon
it sinks to the bottom to be absorbed into the greater mass. This
melding of an individual’s brain into the communal elder brain
is a fate to which mind flayers aspire; they do not fear or regret
their passing. If anything, they fear a death that prevents them
from becoming a part of the elder brain.

No individual personalities survive absorption by the elder
brain. It is sentient (some might say super-sentient), but its
consciousness lies outside any human or mind flayer experience.

The nature of its intellect is a mystery to mind flayers,
because even their potent psionics cannot penetrate beyond
the shallowest layers of an elder brain to discern its inner
workings.

The brain is clearly a physical as well as a psychic entity. It
subsists by extracting presentient psychic vibrations from the
tadpoles that teem around it. “Devoured” tadpoles are reduced
to oily residue that dissolves slowly into the brine.

An elder brain is typically 8 to 10 feet in diameter, regardless
of how many brains are absorbed into its mass. While an elder
brain’s mass doesn’t increase beyond a known maximum, its
intelligence and knowledge do. Each new brain contributes
all of its life experience to the elder brain’s totality.

Elder brains rule their communities completely. Their
dictates and pronouncements are beyond question. Some are
cruelly dictatorial, while others allow varying amounts of
freedom. The most passive serve only as advisors and sources
of historical information. The norm is a degree of control
somewhere between absolute authoritarianism and enlightened
despotism.

An elder brain’s telepathic range extends 350 feet, although
some elder brains might have feats, spells, or psionic powers
that extend this range. Within that radius, an elder brain is
aware of all living things. Intervening material has no effect
on its ability to communicate or on its awareness of all thought
within range. This hyper-awareness makes it almost impossible
for enemies to sneak into an illithid community. Their presence
is detected and resistance organized long before intruders
move close enough to present a signifi cant threat.

Besides communicating directly with individual mind
flayers, an elder brain can establish contact between two or
more illithids that would otherwise be outside one another’s
range of 100 feet. In this capacity, the elder brain acts only as
a conduit, albeit one that hears and remembers everything
that passes through it. Some elder brains use spells such as
Rary’s telepathic bond or equivalent psionic powers to keep in
touch with individual mind flayers at tremendous distances,
allowing near-instantaneous communication throughout the
community.

Because of an elder brain’s awareness, mind flayers are of
necessity among the most lawful of creatures. Plotting against
the community or the elder brain is impossible. Even deviating
from the social norm is likely to bring about swift corrective
action ranging from a single stern warning to coercion or
psychic annihilation, depending on how harsh that particular
elder brain cares to be at the moment.

Elder brains grow and gain power continually. They never
become old, infi rm, or senile (their sanity might be called into
question, but only from the limited perspective of mortal creatures).

A large number of illithids believe that all elder brains
are growing toward an ultimate purpose—that at some point
in the future, the brains will meld into a single, all-seeing elder
brain capable of communicating across limitless distances
through the Astral Plane.

Mind flayers are subject to one huge misconception concerning elder
brains. They believe that their individual consciousness survives
after joining the elder brain. This notion is completely wrong. The
elder brain extracts knowledge and strength from the brain matter
and adds its mass to its own, but the illithid is dead. Only the
elder brain lives forever. Elder brains guard this secret, as one
might expect.

Brain Golems
One of the most astounding and disturbing abilities of an elder
brain is its capacity to create what is known as a brain golem.
This construct is formed from the brains of intelligent creatures,
with a body that is an extruded portion of an elder brain’s
own mass. The head of the golem secretes a slimy substance
that sheathes the body in thin, membranous skin.

Few nonillithids have ever seen one of these monstrosities.

They sometimes function as added “muscle” for an illithid
community that is faced with imminent danger, but their
main function is to serve as an elder brain’s physical hands and
carry out tasks that are too important, secret, or complex for
mind flayers themselves. As such, they are viewed with great
wonder by mind flayers. The emergence of a brain golem from
an elder brain’s pool is considered a grand portent and treated
with awed solemnity by the community.

A brain golem shares its creator’s imperviousness to psychic
probes. It never communicates in any way with entities it
encounters. If it is destroyed before returning to the pool for
reabsorption, its mass doesn’t seem to be missed by the elder
brain.

Alhoon
A lot of mind flayers practice magic, and some grow quite
powerful. However, illithid society prefers to focus on the
creatures’ true heritage of psionic mastery. As a result, excessive
study of magic is considered a distraction at best and an offense
at worst. Mind flayers that persistently violate this stricture
suffer the ultimate punishment; they are banned from joining
with the elder brain upon their deaths.

For that reason, mind flayers that study magic, and especially
sorcery, devote the better part of their attention to devising
ways to extend their lives unnaturally. The ultimate goal is
to become a lich. Those that succeed at becoming liches are
known as alhoons to other mind flayers, or illithiliches in the
Common tongue.

Physically, an alhoon can be difficult to distinguish from a
normal mind flayer. The most obvious difference is the lack
of the mind flayer’s ever-present mucus coating. Without that
protection, an alhoon’s skin becomes dry and cracked. Its eyes
might appear shriveled and sunken. Both of these clues are easily
missed by someone who hasn’t seen a living mind flayer.

Because of its fascination with arcane magic, a typical alhoon
possesses no more psionic power than an average mind flayer.

Its frightful mastery of magic more than makes up for its lack
of psionic prowess.

Mind flayers universally shun alhoons, considering them
abominable because the undead creatures have sacrificed
any hope of joining with the elder brain. An alhoon residing
near an illithid community or outpost will be hunted and
exterminated if its presence is discovered.

Mind Flayer Vampires
Even stranger than illithid sorcerers are illithid vampires. How
they come to be is unknown. Unlike other vampires, they do
not create spawn or propagate their kind by leaving victims
wounded but not yet undead.

A vampiric mind flayer bears little resemblance to its kin.
Where mind flayers favor rich, luxurious robes, a vampiric
illithid wears nothing to cover its dark gray fl esh. Its head is
smaller and of a different, fl attened shape, appearing almost
to have shrunk or partially collapsed inward. A vampire
illithid’s tentacles are longer and more muscular than those
of a living mind flayer, and it uses them for bludgeoning as
much as grasping.

Such a monster would be truly terrifying if it possessed
the mighty intellect of a mind flayer. Fortunately, vampiric
mind flayers are completely feral. Their minds hold bestial
cunning and savagery, but they do not think or reason. Some
portion of their minds must recall their former lives, since
their favorite haunts are subterranean, in the types of areas
where mind flayers live. Other mind flayers are a vampiric
illithid’s worst enemies, because they destroy one whenever
given a chance.

Urophions
The racial limitations involved in selecting donor bodies
for ceremorphosis are well known to the illithids. Still, this
knowledge does not prevent them from experimenting with
other creatures to see what might result. In most cases, both
host and tadpole die.

Oddly, implanting a tadpole into a roper proves viable. The
result is a urophion, or illithid roper. This is the only known
case of tadpole implantation succeeding in a cold-blooded
creature.

Physically, ropers and urophions are nearly indistinguishable.
Urophions are stationed around illithid communities
to act as guardians and sentinels. The live their lives much
as any roper would: solitary, sedentary, and stationary. Their
acute senses allow them to detect intruders at great distances.
When a victim approaches within 50 feet, a urophion unleashes
a powerful mental blast to stun the prey, then uses its six very
long tentacles (up to 50 feet in length) to grasp the victim, drag
it close, and extract its brain.

Intellectually, urophions are on par with any other illithid,
and their psionic abilities are nearly as powerful. Nevertheless,
they are viewed by the community as a whole as inferior and
suited only for lives of dreary service. Their one honor is to
be offered to the elder brain upon their deaths.

Brilliant but isolated, urophions live lives of desperate
loneliness and frustration. While most remain loyal to their
creators, some wander away in pursuit of their own inscrutable
objectives.

Neothelids
Among the strongest taboos in illithid society is the idea of
not implanting a mature tadpole into a donor brain. While
some tadpoles are implanted experimentally, with death the
almost certain outcome, none are intentionally kept back
from implantation.

On rare occasions, an illithid community collapses, typically
from an external assault, and the elder brain is killed. When
that happens, the tadpoles are suddenly freed from predation
by the always-hungry elder brain. They, in turn, are no longer
fed by their caretakers, and the tadpoles grow increasingly
hungry. Driven by hunger, they turn to cannibalism. Only
one tadpole survives from the thousands in the pool.

The psychic energy that this one survivor absorbs from its
fellow tadpoles (and possibly from the decaying corpse of
the elder brain, as well) allows it to grow much larger than
any normal tadpole would—to the size of a small dog. Eventually,
hunger again drives it to a desperate act: crawling out of the
briny pool into the greater subterranean world in search of food.
Once free of the pool, the creature lives by preying on rats and
other vermin, a diet that allows it to grow even larger.

Eventually, such an abomination catches and devours a sentient
creature, whether a duergar, a drow, or a luckless human far from
home.

Consuming that fi rst thinking brain triggers the same reaction
in the tadpole that would have occurred if the tadpole had been
implanted normally. It becomes self-aware, and its latent psionic
potential awakens.

At that point, the creature becomes a neothelid. Untrained,
savage, feral, and brilliant, it knows nothing beyond the squalid,
predatory existence it has lived so far.

Neothelids prowl subterranean passages in search of more brains
to sate their constant hunger, growing ever larger and more
vicious. Truly leviathan specimens have been spotted prowling
the deepest underground.

In addition to having the usual psionic abilities of an illithid,
these creatures can spray tissue-dissolving enzymes from
their tentacle ducts, reducing victims to a puddle of slime
and leaving only the pulsing brain unharmed. They have no
knowledge of their links to illithids, so they’re just as likely
to prey on mind flayers as on anything else.[/sblock]

ILLITHID MAGIC[sblock]
Although their highly structured society is sometimes hidebound
and conservative, illithids are tremendously creative
problem solvers. Whether working with pulleys and gears,
psionics, magic, alchemy, or a combination of all four, their
great intelligence and natural competitiveness lead to unique
solutions.

MIND FLAYERS AND MAGIC ITEMS
Unlike many other aberrations, whose physical shape makes the
use of humanoid-crafted magic items diffi cult, mind flayers are
humanoid enough in form to wear the same magic items that any
human character could wear.

Mind flayers naturally favor items that add to their already
formidable mental acuity, seeking out (or crafting on their own)
headbands of intellect or cloaks of charisma.

They also greatly value defensive magic, such as rings of
protection, cloaks of resistance, and bracers of armor.

Mind flayers feel that they are far too important to allow
themselves to be killed through insufficient preparation, and
go to great lengths to provide themselves with magical defenses
of all sorts.

Illithids that gain levels as wizards or clerics acquire item
creation feats and produce a variety of useful items—particularly
items that provide physical protection from harm. In addition to
bracers, rings, and similar devices, mind flayers also produce a
number of unique items, which are described below.

Brain Canister: The ultimate
goal of every mind flayer is to join the elder brain upon death.
To be denied this is the worst fate imaginable. When illithids
die far from home, their brains cannot be brought back to
the elder brain before putrefaction begins. Once a deceased
illithid’s brain begins to rot, the elder brain does not accept
it. This is viewed as a great waste.

To prevent such a tragedy, mind flayers developed the
brain canister. This metal urn is typically made from copper
and fi lled with an alchemical solution. A brain placed in the
canister lives on indefi nitely, although it is unconscious and
insensible.

Removing a brain for storage in the canister requires a DC
25 Heal check (mind flayers gain a +5 circumstance bonus on
this check due to their natural facility at the task). The body
must be living when removal begins, and the brain must be
placed in the canister within 1 minute of removal, or it dies.

The creature whose brain is removed dies immediately and
cannot be raised or resurrected unless the brain is recovered
or destroyed.

Mind flayers sometimes use brain canisters to store meals for
long journeys, when it might not be possible to feed as often
as they like. They also store the brains of particularly interesting
humanoids, so they can perform terrible experiments or transplants
on the brain or question these individuals through various psionic
means.

Faint necromancy; CL 5th; Craft Wondrous Item, gentle
repose; Price 30,000 gp; Weight 5 lb.

Brainmate: Mind flayers in the vicinity of an elder brain
feel its presence constantly. This is not an unpleasant sensation
for them. The never-ending hum of the elder brain’s activity is a
reassuring sensation for an illithid. When a mind flayer travels
outside the elder brain’s range of influence, that comforting
presence is lost. An imperfect solution to this problem is the
brainmate.

The brainmate consists of a tiny bud, about the size of a
walnut, taken from an elder brain and encased in a crystal
globe filled with mucus. The brain matter itself might or might
not be visible within the murky goo. The globe can be worn
on a chain around the neck or simply carried on the wearer’s
person.

A brainmate is nominally sentient. It contains a tiny
portion of the elder brain’s knowledge, and it responds to
direct telepathic questions. Although a brainmate does not
provide the comforting background hum of mental activity
that illithids find so soothing, it is a useful companion to a
far-ranging mind flayer.

If the wearer has the telepathy special ability, the ability
to cast Rary’s telepathic bond, or the mindlink psionic power,
he can access the brainmate to make use of its knowledge. A
brainmate possesses 10 ranks in two specific Knowledge skills,
allowing the wearer to make checks in those specific skills as
if he possessed the same number of ranks. The wearer uses his
own Intelligence modifier on these checks.

Besides storing information from the elder brain, a brainmate
also records everything its owner imparts to it. If the
brainmate is worn or carried by a telepathic user, it records
everything the individual sees, hears, or experiences. It is
common, therefore, for illithid spies to be equipped with
brainmates. When a spy returns to its community, the elder
brain has perfect access to everything the spy encountered,
with no memory loss or room for misinterpretation.

Moderate divination; CL 11th; Craft Wondrous Item, Rary’s
telepathic bond or telepathy as a special ability; Price 10,000 gp.

Dampsuit: A dampsuit is a close-fi tting bodysuit of slick
leather that covers a mind flayer from head to toe. It seals in a
creature’s precious body moisture when the illithid ventures
away from the dark, clammy warrens where it normally lives.

The suit itself consists of several complex layers, each moistened
and lubricated with mucus for easy movement. The suit
traps all moisture that escapes from the wearer’s body and
recirculates it.

Wearing a dampsuit, a mind flayer can operate in dry, hot
conditions that would quickly exhaust or kill an unprotected
illithid. Under normal conditions, a mind flayer’s tentacles
remain curled up inside a special pouch designed for just that
purpose on the front of the suit. When needed, they can be
thrust out through a valve in the face mask, then withdrawn
(along with a brain) when their work is done.

A dampsuit is a suit of +1 slick leather armor that protects its
wearer with an endure elements effect.

Faint abjuration; CL 4th; Craft Magic Arms and Armor,
endure elements, grease; Price 6,910 gp; Cost 3,535 gp.

Striator: This uniquely illithid stylus looks like nothing
more than a nicely polished piece of wood or bone. It typically
is about a foot long, an inch wide, and a quarter to a half-inch
thick. More ornate versions have pleasantly sweeping curves
that fi t the hand or are decorated with intricate inked carvings.

The only universal distinguishing characteristics are four
small, flattened nibs at one end. When a creature grasps the
stylus and draws it across a piece of parchment or paper, the
striator reads the thoughts of the writer and causes a pattern of
dashes and spaces to be raised up on the surface in four parallel
lines. This is Qualith, a system of tactile writing used by
illithids (see Language, below).

The striator draws its information directly from the user’s
thoughts and transcribes the data into Qualith whether the
writer understands Qualith or not.

Faint divination; CL 3rd; Craft Wondrous Item, detect
thoughts; Price 1,500 gp.

Thought Extruder: On occasion, a brain is more valuable to
mind flayers if it’s not eaten. Prisoners, for example, might have
important knowledge that the mind flayers need but cannot
extract by brute force. No matter how powerful a character’s
psionic or magic resistance to mind-reading might be, it can
be overcome through the use of a thought extruder. The device
allows no saving throw and does not permit spell resistance.

This diabolical device is a collapsible cage of wires, mesh,
and needles. Once it’s fi tted around the head of a restrained
subject (which takes 20 minutes), a mind flayer uses its biocorrosive
enzyme to open a fi st-sized hole in the prisoner’s
skull, exposing the brain. Needles then drill into the gray
matter, probing for active thought centers, pleasure and pain
receptors, and repressed or shielded memories. The operator
must be able to establish telepathic communication with the
subject by means of the telepathy special ability or a spell or
psionic power serving the same purpose.

The needles are thought conductors made from an organic
material specially developed by illithid alchemists. They
enable the operator to read whatever is in the subject’s mind.

The process is slow; the operator can ask only one question
per minute, but receives a complete, truthful answer.
With each question, the victim makes a DC 20 Fortitude
save. Each failure permanently drains its Intelligence, Wisdom,
and Charisma scores by 1. When the illithids are done asking
questions, the victim makes a Will save using its current
Wisdom modifi er. Failure leaves it permanently insane, as the
spell insanity.

Moderate divination; CL 9th; Craft Wondrous Item, Rary’s
telepathic bond or telepathy special ability; Price 45,000 gp.

NAUTILOID
It is rumored that not all mind flayers live beneath the surface.
Some tales speak of ships shaped like the shell of a nautilus that
are capable of fl ying through the spaces between worlds. Most
serious scholars discount these tales as pure fantasy, despite
those who claim to have seen such ships fi rst-hand.

The illithids themselves know that the tales are true. The
great ships are remnants of their glorious future, when their
empire will span not just worlds but the entire universe (see
The Whispering Shadow, below). The knowledge of how to
build these stunning vessels is lost—or, more correctly, hasn’t
been discovered yet. Until it is, the remaining ships ply the
great gulfs of the night skies cautiously, seeking evidence of
lost mind-flayer colonies and hidden githyanki outposts.

PSIONIC SEAL
Some mind flayers know how to create a special type of magic
item known as a psionic seal. These are similar to psionic tattoos
(see the Expanded Psionics Handbook), although the design
is created purely by psionic power; no ink is involved.

Creating a psionic seal requires the Craft Psionic Seal feat.
(If you are using the Expanded Psionics Handbook, you might
decide that mind flayers that have the Scribe Tattoo feat can
choose to make both psionic tattoos and psionic seals.)

Psionic seals can be inscribed on flesh or on just about
anything else, including doors, hallways, chests, articles of
clothing, weapons, or pages of a book. Creatures can wear no
more than one psionic seal at a time; additional seals scribed
onto them simply fail.

The caster level or manifester level of a psionic seal is the
minimum level required to cast or manifest the power. A
psionic seal can hold spells or powers of 3rd level or lower.

When worn on a creature, a psionic seal activates when its
wearer touches it and wills it to activate. This is a standard
action that provokes attacks of opportunity. The wearer doesn’t
get to make any decisions about the seal’s effect—the person
who scribed the seal has already done so.

When scribed on an object, a psionic seal can be set to
activate in response to one of three events: when touched and
willed to activate (useful for helpful spells or powers), when
touched at all (useful for traps), or when a creature with specifi c
observable characteristics moves within 5 feet of the psionic
seal (useful for trapping doorways, for example). In the latter
case, the seal must be in plain view—it can’t be hidden inside
an object, for example.

A harmful psionic seal is considered a magic trap. It is rarely
hard to fi nd, since it must be in plain view to function, but
disarming the trap requires a Disable Device check (DC 25 +
spell level of the spell or power used to make the seal).
In any case, a psionic seal fades away after it is triggered
once.

Craft Psionic Seal
A creature with this feat can create psionic glyphs or symbols
that hold spells or psionic powers until triggered.
Prerequisites: Int 15, psionic ability (spell-like abilities
described as psionics, psi-like abilities, or psionic powers),
caster level or manifester level 7th.

Benefi t: A creature can cast or manifest any arcane spell or
psionic power it has access to as a psionic seal. If it is creating a
psionic seal of an arcane spell, it must have prepared the spell
to be scribed and must provide any material components or
focuses the spell requires. If casting the spell or manifesting
the power would reduce the creature’s XP total, it pays that
cost upon beginning the seal in addition to the XP cost for
making the seal itself. Likewise, material components are
consumed when the creature begins scribing the seal, but
focuses are not.

A single object of Medium size or smaller can hold only one
psionic seal. A larger object can hold one seal per 100 square
feet of surface area. A creature can also scribe a psionic seal
on a willing creature, but a creature can hold only one psionic
seal at a time; any additional seals inscribed on that creature
automatically fail.

A psionic seal has a price equal to its spell or power level
× caster or manifester level × 50 gp. (A 0-level spell or power
counts as 1/2 level.) The creature crafting the seal must spend
1/25 of the price in XP and use up raw materials costing onehalf
the price to inscribe the seal.

RESONANCE STONE
Resonance stones play an important role in mind flayer society.
Very few mind flayers do not own at least one, and many of
them own several.

The best description of a resonance stone would be “emotion
transmitter.” Each stone stores a specifi c emotion and
broadcasts that emotion over a small area. The typical range
is 30 feet; more powerful stones can have larger areas of effect,
while very small stones might be so weak that they must be in
contact with the skin to be perceived.

There is no universal size or appearance for a resonance
stone. They can be made from any mineral. Crystal, marble,
quartz, and precious gems are the most common materials.

In volume, they vary from the size of a pea (which would be
worn on a ring or necklace beneath the clothes) to the size of
a melon (powerful enough to fl ood a small auditorium with
emotion). The largest known resonance stone is the great globe
suspended from the ceiling of the plaza in the illithid city of
Lagurno (see below), but it is exceptional in every way. The
average stone is around the size of a large egg.

Resonance stones are always active. Any sentient being that
approaches within the stone’s radius of effect experiences the
emotion that it broadcasts. At fi rst, this sensation is faint. As
one draws nearer, the emotion rises quickly in intensity to the
imprinted level. If the stone is touched, the intensity jumps
up sharply.

Illithids use resonance stones casually as decorations. In
an illithid’s home, one could expect to fi nd resonance stones
emitting a sense of deep self-satisfaction, pride, feelings of
personal superiority, or confi dence. In public places, resonance
stones might be positioned to heighten feelings of responsibility,
duty, loyalty, or racial superiority. At a performance eating
event (see Performance Eating Area, below), the performance
could be heightened through the use of stones that broadcast
a sense of anticipation, gradually changing to delight followed
by satisfaction.

To illithids, these emotions convey the same nostalgic connotations
that smells carry for a human. The familiar feeling of
home has a literal meaning to a mind flayer. Many can navigate
through their homes or even through public spaces by sensing
emotions only.

Besides offering a pleasant diversion, resonance stones
serve a vital function as well. A newly ceremorphosed mind
flayer has no experience with emotions. When it suddenly
becomes sentient, its mind is bombarded with thoughts and
feelings from all directions. A nearby resonance stone calms
the tumult and floods the creature with feelings of reassurance
and contentment. As it adjusts to its new body, develops psionic
powers, and acclimates to the unvarying presence of the elder
brain, a resonance stone, rather than a parent, is its constant
companion. In other words, mind flayers learn emotions from
resonance stones, not from one another. They do not fall in
love or even form friendships beyond useful acquaintances.

Resonance stones fill their emotional needs.

Resonance stones can be turned to darker, more destructive
purposes, too. Stones that radiate feelings of hopelessness and
helplessness are frequently used to keep newly captured prisoners
docile before they can be enthralled. Similarly, stones that
radiate feelings of satisfaction and resignation can be scattered
across the fl oor of a pit where captives are held, to keep them
quiet and prevent fi ghting. A stone emitting horror, despair,
or surrender can be useful during interrogation.

Creatures subjected to a resonance stone effect can attempt
Will saves (save DC varies by stone type) to resist the effect. A
creature that succeeds on this save is immune to that stone’s
effect for 24 hours. A creature that fails the save but leaves the
area and reenters can attempt a new saving throw, but it takes
a –2 penalty on the second and all subsequent saving throws
made against the same resonance stone in the same 24-hour
period. Mind flayers receive a +4 racial bonus on saves against
resonance stone effects.

Sample stones are presented below.
Resonance Stone of Despair: All creatures that come
within 30 feet of this resonance stone must succeed on a DC
16 Will save or be affected as if by crushing despair for as long
as they remain in the affected area.

Moderate enchantment; CL 7th; Craft Wondrous Item,
crushing despair or telepathy special ability; Price 56,000 gp.

Resonance Stone of Fear: All creatures that come within
30 feet of this resonance stone must succeed on a DC 16 Will
save or be affected as if by fear.

Moderate necromancy; CL 7th; Craft Wondrous Item, fear
or telepathy special ability; Price 56,000 gp.

Resonance Stone of Delirium: All creatures that come
within 30 feet of this resonance stone must succeed on a DC
14 Will save or be nauseated and blinded for 1 minute.

Moderate enchantment; CL 7th; Craft Wondrous Item, major
image or telepathy special ability; Price 45,000 gp.[/sblock]

THE WHISPERING SHADOW[sblock]
Of all questions surrounding illithids, “Where did they come
from?” is the most mysterious. For an answer to this riddle,
scholars are limited to scraps of clues from a handful of ancient
texts. The clearest reference is found in The Planetreader’s Primer,
a book of primeval knowledge published (reputedly) in the
great city at the center of all, Sigil. It speaks in certain terms
of an illithid empire that spanned worlds in a time predating
memory. So mighty was this empire that its expansion
threatened to consume even the eternal Blood War before it
was turned back.

The Astromundi Chronicles, a text of ancient yet unknown
origin, speaks of the illithids as “a race of monstrous spawn,
hidden beneath the world by their progenitors.” No clue is
given as to the identity of these progenitors. The text suggests
that the illithids hated their creators with such passion that
they lashed out against them and destroyed them utterly,
leaving no trace of their existence for the modern scholar to
examine.

The most archaic of all sources is a set of stone tablets known
as the Sargonne Prophecies, named for the city of disturbing
ruins called Sargonne. The crumbling tablets contain passages
so cryptic that they have been interpreted as prophecies rather
than as history. Each bears a central likeness of what is unmistakably
a mind flayer. The inscribed runes present a troubling
aspect to the observer. They tell of an illithid world “bathed in
eternal night” that is destroyed by some fi ery cataclysm, from
which the illithids flee in flying ships.

From these fragmentary glimpses into the dim past and
the oral histories of several long-lived races, scholars have
concocted the following “history” of the illithid race.

Its origin is simply unknown. Wherever they came from,
in time so ancient that no record of it exists, illithids ruled a
vast, worlds-spanning empire.

This empire, built on a foundation of slavery and domination
over whatever other races existed at that time, dwarfed
everything that has come since. At some point, certain of
those enslaved races developed a degree of resistance to the
psychic shackles of the illithids. When they had gathered
suffi cient power, the slaves revolted. How it was done no one
can say, but the slaves succeeded in toppling their masters and
winning free. The age that followed was one of unrelenting
revenge as desperate pockets of illithids were hunted and
exterminated.

The freed slaves were not free of strife, and they fell to
warring among themselves. This had two effects. First, the
feuding branches of ex-slaves became what are now known as
the githyanki and the githzerai, who make war on each other
to this day. Second, the illithids that eluded their vengeance
were able to regroup and escape to defensible fortresses
deep underground, where the gith races chose not to pursue
them.

This account is basically true in its outline but is fl awed in
one astounding respect. While the rebellion of the gith did
indeed take place in the past—about two thousand years ago,
to be precise—their mind flayer masters had themselves just
arrived in that era from the unimaginable future.

At the very end of time, the mind flayers faced extinction at
the hands of some unknown adversary. Caught in the throes
of defeat, harried in their crumbling capitals and universities
(lesser outposts had fallen eons before), the surviving illithids
concocted a desperate plan. As their last bastions were
assailed and their psychic defenses breached, the mind flayers
sacrificed countless ancient, potent elder brains to produce a
psionic maelstrom of unimaginable proportions. The ensuing
cacophony of energy demolished the very laws that support
the structure of time. The illithids and all that remained of
their decadent civilization were hurled backward across the
ravaged barriers separating the ages to arrive in the present
world, but thousands of years ago, as recorded in the Sargonne
Prophecies.

The illithids’ staggering gamble paid off. Upon arriving in
the human world of several thousand years past, they quickly
enslaved the humanoid race known as the gith, seeking to
reestablish their empire in their new age. After centuries of
servitude, the gith successfully rebelled against the mind
flayers. Much of the knowledge and wondrous magic brought
to the distant past from the illithid empire at the end of time
was destroyed in this rebellion, and for long years the mind
flayers were scattered and disorganized in its wake.

While the rebellion of the gith was a great catastrophe, the
mind flayers are a patient race. They need only wait in the darkness,
planning, correcting foreseen mistakes, and gathering
strength for the time when they return to ascendance.

In the impossibly far future, when stars are reduced to
pale, red cinders fl ickering coldly over somnolent worlds,
the illithids will rise from their subterranean dens to face the
languid twilight and establish once more the empire they lost.
They will be stronger, crueler, and hungrier than ever, and all
hope will die.[/sblock]

LANGUAGE[sblock]
Mind flayers have no spoken language of their own. Among
themselves, they communicate entirely by means of telepathy
accented with tentacle motions. At fi rst, their telepathy is
short-ranged and limited to creatures within their line of
sight. As a mind flayer matures, it gains much greater control
and power, plus the ability to maintain communication with
multiple minds at once.

Mind flayers understand and can speak Undercommon,
when verbal communication is necessary. Due to their high
intelligence, most mind flayers know a number of other languages,
too—usually Common, Elven, Aquan, and Infernal.

While they despise speaking any language aloud, mind flayers
find it useful to be able to read texts produced by humans or
by their common subterranean rivals, aboleths and drow.

Mind flayers use a unique written language known as Qualith.
Qualith has no spoken form; it is a record of pure telepathic
communication. Qualith script resembles four parallel lines of
raised dashes and spaces, intended to be read by touch. Each
line carries an independent train of thought, but to understand
the message, all four lines must be read simultaneously. The
cadence of the writing attempts to capture the rhythm and
sensation of multilayered telepathic communication. The effect
is nearly impossible for nonillithids to understand or translate
without years of study (DC 35 Decipher Script check).

Qualith script is common throughout most illithid architecture.
In many cases, it runs in unbroken expanses on
every wall. Explorers and intruders who don’t understand
the signifi cance of the geometrical markings mistake them
for religious symbols or decorative carvings.[/sblock]

RELIGION[sblock]
Illithid religion differs from most theologies in that it lacks any
concern with the afterlife. Mind flayers know what becomes of
them when they die—they meld with the elder brain. Instead,
mind flayers revere a deity whose philosophies mirror their
own: that knowledge is the greatest commodity, darkness the
greatest illumination, the mind the greatest power, and illithids
the greatest race. They have such a deity in Ilsensine.

Ilsensine resides in the vast Caverns of Thought beneath the
surface of the Concordant Domain of the Outlands. It has no
physical body but manifests itself as cohesive thought in the
shape of a gigantic, pulsing brain. Ganglia of infi nite length
trail outward in all directions from its glowing shape and reach
to all corners of existence. Through these ganglia, Ilsensine
taps all the knowledge that is. It peers into the minds of the
greatest sages of all dimensions, saps fading memories from
the desiccating brains of dead wizards, and stares across space
and time itself to learn all there is to know. Of everything it
surveys, it judges the mind flayers as the most worthy of mortal
creatures.

Mind flayers do not worship Ilsensine in the same sense that
humans or elves worship their deities. They revere the god for its
gigantic, all- sensing mental capacity. To them, Ilsensine is the
ultimate form of what an elder brain aspires to be and might
become, in the fullness of uncountable eonsof growth. The
illithids envy its vast knowledge, which in practical terms appears
limitless. They entreat Ilsensine for favors and even supplicate it,
but their innate, overpowering egoism prevents any true “worship.”

The priesthood of Ilsensine is small and selective. Illithid
clerics live monastically, pursuing knowledge for its own sake and
engaging in experiments to develop new psionic powers. Through their
worship, they enlist the aid of all-sensing Ilsensine, who knows things
that are hidden even to the elder brains.

Mind flayer priests are not reviled the way wizards (and
especially sorcerers) are, but they don’t mix with illithid society.
They rarely leave their temples except when conducting
important ceremonies.

Taking a cue from Ilsensine, the clerics sometimes use
cranium rats (see page 167 of the Fiend Folio) as spies or to
convey messages across long distances. When Ilsensine needs
to intervene directly in material affairs, it most often sends its
proxy, Lugribossk.

Clerics of Ilsensine can choose from the Evil, Knowledge,
Law, Magic, or Mind domains. They rebuke undead.[/sblock]

RELATIONS WITH OTHER RACES[sblock]
Mind flayers have no friends. If an illithid treats a creature of
another race as an equal, it is pretending friendship. Other races
are useful when they bring information and trade goods.

Ultimately, illithids have only two ways of interacting with other
races: enslavement and consumption.

If an illithid treats a drow or a duergar respectfully (never
deferentially), it is doing so only to serve its own purposes.

Of all races, mind flayers have special enmity for githyanki and
githzerai. Both of these races hunt illithids. Mind flayers show
them no mercy and receive none in exchange.

The only creatures that illithids fear are undead, because they
have no minds to dominate. Undead cannot be psionically detected,
cannot be attacked with mind-affecting powers, and cannot be
slain by the removal of the brain—all characteristics that make
them peculiarly dangerous to mind flayers.

The Threat of the Gith
The githyanki and githzerai are implacable foes of both their
former illithid masters and of each other. The relationship
between these three races is one of millennia-long animosity
and violence.

In a very literal sense, the mind flayers created the githyanki
and githzerai. They are the ultimate result of generations of
selective breeding of illithid thralls. The base race from which
these two derived is unknown; gith progenitors might have
been brought to the distant past from the illithid empire
at time’s end, or they might have simply been a race of the
mundane world captured during the fi rst great mind flayer
incursion from the future. Even the gith do not know. In any
event, they are now suffi ciently removed from their origins
that the base stock is of interest only to historians.

The githyanki and githzerai are more similar than either
race ever admits. There can be no doubt that at some time, not
that long ago (in absolute terms), these two races were actually
one. The split actually occurred after the gith won their
freedom from the mind flayers. The schism that divided them
into two camps was philosophical and social, not racial. The
hatred that it spawned was so intense, and still runs so deep in
both societies, that they can’t coexist on the same plane. The
githyanki have chosen to live in drifting fortresses secreted
on the Astral Plane, while the githzerai hide their monasteries
in Limbo.

From these strongholds, both races foray to the Material
Plane to seek vengeance on the mind flayers. The githyanki are
primarily a race of warriors and wizards, while the githzerai
favor the monk and rogue classes. While it is clear to outsiders
how much these two groups could help each other, the thought
is anathema to them. If githzerai encounter githyanki, they
gleefully slaughter each other. Only the immediate opportunity
to slay their common foe causes them to stop fi ghting and
work together.

This animosity serves the mind flayers well. If the gith ever
were to unite, combining their unique strengths and their
vast knowledge of the planes, the future would look bleak for
mind flayers. Clearly it is in the illithids’ best interest to keep
their two most relentless foes at each others’ throats as long
as possible. Specifi cally, the mind flayers take steps to prevent
their enemies from becoming too numerous or too powerful.

They recruit spies among the githzerai and githyanki: members
of those races who, through blackmail or a desire for vengeance,
have turned against their own people. These agents not only
keep the mind flayers informed about their enemies’ plans,
but also continue to stir the coals of racial hatred, assuring
that the two races remain separate. The illithids, on the other
hand, are immune from such machinations, thanks to the
all-sensing elder brains. No spy could operate for long within
a mind flayer community without being uncovered, and the
punishment would be the simplest and most effective of all:
death without joining the elder brain.

Thralls
Illithid communities are filled with slaves or, more correctly,
thralls. Thralls do all menial work in illithid society. They are
the household servants, public workers, and draft animals.

They even fill the ranks of the mind flayer armies, where
their role is largely to serve as cannon fodder while powerful
illithids wreak havoc on the enemy with mind blasts and
mental domination.

Newly captured slaves are subjected to inspection and
disinfection, followed by constant psychic bombardment to
ensure that they become docile and willing thralls. Those
lucky few who managed to escape from thralldom describe
it as a waking nightmare. The slave is always aware of what
he is doing and is fi lled with revulsion at his deeds, but is
powerless to resist illithid commands. The hopelessness and
horror of this mental captivity bears down on the thrall as a
constant weight.

Many thralls are captured in raids, but not all. Some are
bred selectively for strength, docility, or even coloration or
height.

Few thralls die of natural causes. Most become meals for
their masters. Their usefulness doesn’t end at death, either.
The bodies (minus the brains, of course) are fed back to
other thralls.

In addition to the tasks they perform, thralls provide
another service to their masters. Illithids have a need to
dominate lesser creatures and take great pride in the quantity
and quality of their own personal thralls. An illithid with an
especially valuable or exotic thrall enjoys great prestige among
its peers, while an illithid without thralls is considered weak
and incompetent.[/sblock]

MIND FLAYER GOALS[sblock]
Mind flayer society is unique in that illithids know their
destiny is to dominate the universe. Illithids are not foolish
enough to believe that the future cannot be changed, however,
so they are not complacent. They know that the githyanki and
githzerai in particular might inadvertently alter the future by
destroying the illithid race.

Elder brains excel at seeing the big picture. They take a long
view that exceeds most races’ lifetimes. Their active schemes
might involve plans that won’t reach fruition for decades or
centuries. This sort of long-range planning makes it nearly
impossible for outsiders to deduce what a group of mind flayers
is planning. Sometimes, the mind flayers themselves don’t
entirely understand why the elder brain instructs them to do
certain things.

In the short term, though, mind flayers work toward a few
recognizable goals.
They oppose and kill githyanki and githzerai wherever and
whenever they locate them.

They establish links to nonillithids who can be of service
to them while scouting others as potential targets for raids.
They seek to maintain a steady inf lux of brains for
nourishment.

They expand their knowledge in every area. Only through
knowledge can they make accurate predictions about the
future.

They seek to undermine burgeoning empires on the surface.
Illithids don’t see surface empires as direct threats to their
eventual rise. Rather, they interfere with growing empires
experimentally. In this, the whole surface world is their
laboratory. By meddling in surface politics to bring about
governmental collapse, mind flayers hope to learn what pitfalls
to guard against when erecting their own empire.

The longest-range and most ambitious plan of all is to find a
means of extinguishing the sun. Mind flayers aren’t harmed by
sunlight, but they hate it and avoid it at all costs. If the world
could be plunged into darkness, the illithids could expand
from their subterranean lairs onto the surface, where all the
best brains are to be found.

THE FLOW OF FRESH BRAINS
The peculiar dietary needs of the illithids generate a signifi cant
barrier to maintaining ties with other races. Falling into the
clutches of the mind flayers ensures a horrendous fate. No
matter how the mind flayers encourage necessary trade with
other races, no one should ever forget that illithids must devour
brains directly from the skulls of living victims to survive.
How do they maintain a sufficient supply?

A mind flayer must have a minimum of one fresh brain per
month. Any less than that and it suffers physical debilitation,
becoming so weak that it could die. Its ideal diet is one brain
per week. A mind flayer that consumes one brain a week does
not feel deprived. It can eat more than that for enjoyment and
for the psychic boost, and it will if brains are plentiful.

Typically, mind flayers consume somewhere between the
minimum of one brain per month and the ideal of one brain per
week, averaging one brain every two weeks and supplementing
their diet with other foods. This doesn’t sound like much,
but consider the effect of a community of one hundred mind
flayers. To maintain their health, they need fi fty brains a week,
or 2,600 brains a year. Maintaining that supply is the most
important and diffi cult task facing an illithid community.

The need for consumable brains is the chief reason why
mind flayer communities tend to be small. Large communities
(one hundred or more illithids) are rare. Cities of up to two
thousand are even more so. They are so rare, in fact, that sages
consider them fables.

To maintain their diet, mind flayers rely on three methods:
breeding their own supply, taking the brains of intruders, and
brain raids.

Breeding Their Own Supply
Illithids maintain large stocks of thralls, and few die natural
deaths. The mind flayers’ needs cannot be met entirely through
stocks of slaves, however. The races that produce desirable
brains mature too slowly to be effi cient livestock. Using
humans as an example, and assuming that a human brain
reaches “ripeness” at the age of twenty, each illithid would
need more than 250 slaves just to assure its own minimum
food supply. Even a small outpost of twenty illithids would
need fi ve thousand human slaves in its feed lots, and a third
to a half of them would be too young for heavy work. For a
healthier diet, that number doubles, and it quadruples for an
ideal diet. The logistics behind such a massive program make
it impossible.

Other races mature faster than humans. Goblins, orcs, and
grimlocks, for example, reach consumable age in one-half to
two-thirds of the time it takes a human . . . but they are not
nearly as desirable as food.

Besides the logistic issues, the brains of lifelong thralls
are less satisfying to mind flayers than the brains of free
individuals. A thrall has few true experiences to remember
and even fewer emotions, which are the “meat and potatoes”
of a nourishing, fulfi lling mind.

Preying on Intruders
The second method for maintaining a supply of brains
involves pouncing on intruders that wander too near illithid
strongholds: roving monsters, imprudent traders, and, best
of all, adventure-seeking heroes. While the active, experience-
and magic-fi lled minds of adventurers are considered
among the tastiest of all, they are few and far between.

Harvesting such brains involves considerably more than
an average level of danger. Wizards and paladins who come
armed with potent spells and magical weapons put up a
strong fi ght. The greatest drawback to this method is that
intrusions occur too infrequently to be more than a happy
surprise for mind flayers.

Brain Raids
The third—and only reliable—solution for illithids is to capture
the brains they need through constant, aggressive raids.
Brain raids can be far-ranging, since illithids prefer not
to depopulate their immediate vicinity. They prey on both
the subterranean and sunlit worlds. Below ground, their
favored targets are drow, kuo-toas, duergar, deep dwarves,
deep halfl ings, and derro (chiefl y because of their delusions
of grandeur, which lend their brains a pleasing tanginess).

Goblins, hobgoblins, and grimlocks are consumed when
necessary, and sometimes become staple foods, but they are
not highly rated due to their mundane intelligence and lack of
imagination. Creatures such as umber hulks and xorns become
illithid food from time to time, but more for their exotic nature
than anything else. Illithids avoid eating troglodytes in all but
life-or-death emergencies.

The surface, with its wealth of warm-blooded humanoid
races, provides better hunting. Humans, halfl ings, elves,
and dwarves are the most prized. Orcs, goblins, ogres, and
hobgoblins that live on the surface are regarded more highly
than their subterranean cousins. Sprites, nymphs, satyrs, and
other faerie creatures are hard-to-catch delicacies.

Raids come in two varieties, distinguished by whether
the goal is food or captives. Food raids are easy to organize
and short in duration. A few mind flayers marshal their
psychoportive powers to teleport or travel astrally to a target
location. Once there, they either set up an ambush or burst in
upon their victims for maximum surprise. After feeding, they
return home and the raid is over.

Such raids have wiped out entire villages over the course of
months when several mind flayers decide to return repeatedly
to the same location to feed. Ten mind flayers, each taking a
victim a week, kill one hundred and thirty people in a single
season. Because they almost always take the strongest first, a
village’s ability to resist (typically inadequate to begin with)
can be wiped out before the inhabitants even understand what’s
attacking them. Once the leaders and strongest warriors are
gone, those who don’t flee to safer havens live only until a
raiding illithid tracks them down.

Mind flayers are careful to cover their tracks. They don’t
leave bodies lying about with emptied skulls to testify to the
identity of the attackers. A town under this kind of mind
flayer attack simply experiences mysterious disappearances.
Knowledgeable hunters of illithids can estimate the number
of illithids involved by counting the disappearances in a week,
assuming that all the missing are reported (which might not
be the case in a city or large town).

From the raiders’ perspective, raids for captives prove much
more complex and require a great deal of logistical planning.

The chief problems include the difficulty of transporting
thralls to the site of the raid (since thralls are needed to round
up and manage the captives), and the means of bringing the
captives back to the mind flayers’ home without suffering
reprisal attacks.

These tasks are typically beyond the mind flayers’ psychic
capability. Too many people are involved. For a raid projected
to capture one hundred able-bodied adults, mind flayers would
want to bring along at least twenty thralls, and possibly as
many as fi fty if resistance is expected. For a raid targeted at a
town 200 miles from the illithids’ home base, a sizable caravan
must travel undetected to the raid site and then home again
with unwilling captives in tow. On the outward journey, the
target could be reached in four days, but the return journey
involves much greater danger. The captives are driven hard
to cover 30 or 40 miles a day. To keep the caravan light, they
are fed very little. Many die of exhaustion, exposure, or grief
along the way. A hundred-captive caravan racing 200 miles to
safety might expect to lose as many as half its captives by the
time it reaches its destination.

Such an undertaking carried out on the surface and through
inevitable cycles of day and night exposes mind flayers to much
greater danger than they are willing to accept. To reduce the
danger, they seldom travel with the captives. Herding is left
in the hands of conditioned thralls. The illithids use psionic
or magical means to travel instantly and safely. They might
check on the caravan nightly, when they feel more secure on
the surface. Otherwise, they are unlikely to be found in the
company of a slave caravan.

To improve the odds of bringing in a large batch of slaves
effi ciently, raiders travel below ground as much as possible.

Twisting caverns beneath the surface are more extensive than
most surface dwellers realize. By planning their raids carefully
and undertaking some judicious engineering, mind flayers
can restrict the distance their raiders need to travel on the
surface to a few miles. Emerging from natural or thrall-dug
cave openings, the thrall warriors and their illithid overlords
strike a village in the darkness, slaughter indiscriminately
to spread terror and subdue the survivors, round up the best
men and women, and, with a hard push, are back underground
again before the sun comes up. To militias and feudal leaders
unfamiliar with mind flayers and their tactics, such a raid
appears as a terrifying and inexplicable incident.

By sticking to meandering, subterranean pathways, the
raiders might lengthen their journey by a hundred miles or
more. The added travel time is well worth it for the greater
security and chance of success that it provides. If pursuers
follow the captives into the underground, they must deal with
mind flayers on the illithids’ own terms—never an attractive
proposition.

EXPANDING KNOWLEDGE
Mind flayers gather knowledge in four ways: They purchase it
from traveling merchants, steal it directly from the minds of
traveling merchants, absorb it from the brains of their victims,
or read it from the minds of their captives. None of these
methods are ever used in isolation. More than any other race,
mind flayers are aware of the ways in which faulty perception
and personal interpretation can distort facts. They always seek
to verify important information with multiple sources.

Mind flayers are most interested in news about happenings
on the surface of the world, what the drow are plotting, anything
having to do with githyanki or githzerai, news involving
their own activities, and important astrological or magical
discoveries. They are interested in everything else, too, but
these subjects command their attention.

INTERFERING IN POLITICS
Few surface dwellers understand how and why mind flayers
involve themselves in the affairs of surface realms. Most would
be even more surprised to learn that the illithid infl uence is not
entirely negative. Mind flayers have been known to intervene
to prop up failing governments or aid weaker societies against
encroachment or invasion by someone stronger. Of course,
it’s impossible to aid one society in that way without acting
at another society’s expense, so “positive infl uence” depends
on the point of view. If a society is plunged into anarchy and
desolation to allow another to expand, the interference that
brought about that change of fortune can hardly be considered
positive.

Mind flayers find it surprisingly easy to influence surface
politics, using their tremendous psionic ability to read and
implant thoughts. Their machinations are always behind the
scenes. They alter the mind of a king or queen directly when
that sovereign is strong, or they work through the minds
of advisers and sages when a monarch is weak-willed. The
reverse experiment is also a worthy exercise: infl uencing a
strong-willed monarch through his councilors, and adding
decisiveness and purpose to weak rulers.

The extent of this manipulation is impossible for surface
dwellers to judge. Few ever become aware of it, and they are
seldom in a position to do anything about it. In cases where a
seemingly healthy monarch or noble abruptly begins acting
in a way irreconcilable from his or her established beliefs, the
possible cause might lie beyond senility, madness, or demonic
possession. A wise court wizard would do well to guard his
sovereign against mental manipulation.

Contrary to what some believe, illithid motivation for meddling
in surface politics does not involve creating chaos or
instability for its own sake; that is mainly a side benefit, from
their perspective. In truth, the elder brains seek to understand
the dynamics of the rise and fall of kingdoms, empires, and
civilizations. The history of their own, original rise from
obscurity to universal domination is lost to them—they don’t
know how they did it the fi rst time. Now that they have been
given a second opportunity, they intend to maximize their
chances of doing it right and making it last forever. To that end,
they want to explore every pitfall, every catastrophic decision,
and every nuance of rule, warfare, diplomacy, and governance
through surface proxies.

EXTINGUISHING THE SUN
The idea that the mind flayers are destined to one day rule
the universe is alarming enough. Even more horrifying is
the thought that they might fi rst reshape the universe to
make it more amenable to their purposes and to hasten their
ascendance.

Their peers might consider them insane, but a few elder
brains actively work toward the goal of putting out the sun.

They draw their inspiration from the massive psychic detonation
that hurled the remnants of their civilization backward
through eons of time. If concentrated, focused psionics could
accomplish that, they reason, why couldn’t it accomplish
something else just as cataclysmic?

Rational minds counter that while the jump back in time
was necessary, it was also drastic beyond measure, could easily
have failed with catastrophic results, and left such destruction
in its wake that centuries would be needed before the surviving
mind flayers were able to establish their dominance again.

In other words, the risks outweigh the potential gain, since
the sun and other stars will burn out on their own without
aid from the mind flayers. All that’s needed to bring about
universal darkness is patience.

Because this plot finds little acceptance among the wider
illithid community, elder brains that pursue it do so quietly.

In some cases, they keep their agenda hidden even from the
mind flayers that serve them. Only a few of the most fanatical
societies work openly for this goal. Most mind flayers acknowledge
that it would be a tremendous accomplishment, but they
simply believe that it cannot be done.

As a counterpoint, some illithids believe it would be more
realistic to fi nd ways for their race to exist comfortably and
function effectively in daylight. This type of practical thinking
enjoys greater acceptance among mind flayers, even though
most cannot imagine living in the light without protective
gear. Being immersed in sunlight is nearly as horrifying to an
illithid as is the thought of drowning in blood to a human.[/sblock]

LAGURNO, ILLITHID SEPT (The PC's Home)[sblock]
Lagurno is a typical mind flayer community. The description
below covers details of this specific sept (hidden city) as well
as general characteristics of other illithid communities.

Lagurno consists of two distinct sections: Upper Lagurno,
the duergar village that most visitors encounter first, and
Hidden Lagurno, which lies almost 200 feet below, linked
by spiraling secret ramps. The duergar village is home to the
mind flayers’ thralls. It also serves as a red herring to throw
off anyone searching for evidence of the illithids’ presence.

APPROACHING THE CITY
Mind flayer communities place a high premium on stout
defenses. Illithids have few friends and many enemies who
would go to great lengths to destroy a mind flayer town or kill
an elder brain. Lagurno is no exception to this rule, and the
illithids of the community vigilantly maintain their defenses
against attack.

Thrall Patrols
Illithids regularly patrol the tunnels and passages leading to
Lagurno. Mind flayers frequently lead these patrols, but if they
determine that they need to conceal their presence for a time,
they dispatch patrols consisting of nothing but dominated
thralls, counting on the power of their mental abilities to hold
the thralls to their exacting orders.

Urophions
The passages in the immediate vicinity of Lagurno are guarded
by urophions, horrible illithid ropers. Urophions lay their
ambushes in areas where passages become narrow, twisting,
and rough, with mazelike side passages winding into darkness.

The correct path might be easy enough to follow by the signs of
passage on the stone floor, but the constricted tunnels heavily
favor the urophions.

About half the time, a urophion operates in solitude. The
rest of the time, two or more urophions work in concert. These
groups are much more dangerous. They allow intruders to
move past the first urophions; the last one springs the ambush,
then the others seal off the route of escape.

Inquisitions
If the mind flayers of Lagurno become aware of an intrusion into
their hidden city, as opposed to adventurers bumbling around in
the passages around the thrall village, they quickly and efficiently
organize inquisitions to hunt down and destroy the intruders.

The Final Defense
The last line of defense for the community is the elder brain
itself. The elder brain constantly scans passages and tunnels
in and surrounding the city with its divination magic, looking
for any living, thinking creatures. If it finds sentient beings
that it cannot recognize or identify, it mobilizes active defenses
against the intruders.

As long as intruders remain outside the elder brain’s zone
of telepathic awareness (more than 350 feet from the brain, in
other words), standard defenses against scrying magic should
serve to conceal them from its searching mind. The elder brain
is an exceptionally potent psion, and its divinations are powerful
enough to shatter simple defenses such as nondetection.

Within the elder brain’s zone of telepathic awareness, there
are few ways to avoid being detected. Standard defenses against
clairvoyance and clairsentience don’t work because the elder brain
doesn’t search for visual or audio clues; it scans for thought.
The only effective defense is one that shields a character’s
thoughts from any sort of detection, not just mind reading.

UPPER LAGURNO
Upper Lagurno appears as a normal duergar village in most
respects. Huts of stone with moss roofs crowd the center of
town. On the lower side, a collecting pool stores water that
drips from overhanging stalactites. Animals are penned or kept
in sunken pits. Mushrooms grow abundantly in side caverns.

In other words, nothing readily apparent about the village
alerts anyone that it’s more than meets the eye.

Almost every illithid community uses its thralls as a form
of camoufl age. Because the mind flayers rarely linger in the
thrall village without good reason, travelers logically assume
that the duergar (in this case) are the masters of the place.

The entrance to the illithids’ deeper lair might be hidden
inside a home, a temple, a well, a protected cave, or another
secret location. It is designed to blend into the site and not
stand out or attract attention as an unusual structure. It
won’t necessarily be the biggest, cleanest, strongest, or
bestprotected edifice in the village. The entry point to the mind
flayer community proper is always guarded (from the inner
side) by illithids that visually inspect and mentally scan
everyone seeking entrance. Three illithids remain on hand
to perform this vital service at the entry point to Hidden
Lagurno at all times. The job rotates among members of the
community, and they consider it a high honor to perform
the duty well.

All the duergar in the village of Lagurno are thralls. The
population of the village is about 300, including 125 adult
males, 105 adult females, and 70 juveniles.

HIDDEN LAGURNO
Below Upper Lagurno lies the mind flayer sept known as
Hidden Lagurno. Few nonillithids who set foot in the spiraling
tunnels descending to Hidden Lagurno leave it again—except
as mind-dominated thralls.

Hidden Lagurno is virtually lightless. The mind flayers need
no illumination, and they hate its presence. The only lighting is
for the benefit of thralls, and it’s very dim in areas frequented
by mind flayers.

Those with the ability to see the mind flayers’ architecture
discern dripping walls carved in twisting, writhing patterns
reminiscent of tentacles twining around themselves. Moisture
glistens everywhere. Thralls shuffle listlessly here and there,
apparently carrying out errands but with no sense of urgency.

Silence reigns.

Upper levels of structures are accessible by ramps and stairs,
even though not all illithids need them. Sprinkled about
the area seemingly at random are stocks built to restrain a
humanoid creature by clamping down on its neck and wrists.

Observers might realize with some horror that these are the
mind flayer equivalent of dining tables.

Although a small community (Lagurno houses only a few hundred
illithids and about three times that many thralls, who live in the
upper village), Lagurno covers a large area. Passageways are broad and
seem to stretch for needlessly long distances between areas.

Mind flayers like to have a lot of personal space. They enjoy solitude
where they can be alone with only their thoughts and the elder brain’s
omnipresence.

The vast hallways provide them with solitude in their self-imposed confinement
below ground.

Central Plaza
Illithid communities organize around a central plaza. It’s not known if this
has always been so or if it’s an outgrowth of their current subterranean
existence.

The central plaza is large by subterranean standards, but despite the
opulence, an air of ancient decadence hangs over the scene, heightened
by the forms of illithids moving silently or conversing wordlessly,
their tentacles writhing in a sickening dance.

The main feature of the plaza is a great fountain surrounded
by a pool. Smaller fountains and pools are arranged symmetrically
around the primary fountain. Some of these serve as baths for illithids
to keep themselves clean and their skin moist. Others, especially fountains
with wide sprays, primarily function to keep humidity high in the cavern.

The walls and pillars of the chamber are carved so that they
seem to undulate beneath their glistening layer of dampness.
Ramps circle the walls, leading up to doorways and overhanging
balconies.

The walls of this spacious chamber are honeycombed with
the illithids’ individual dwellings. Every illithid, even the
very youngest, has its own living space. The size and location
of each space varies according to status. Living spaces at
ground level are reserved for the most esteemed: community
leaders, favorites of the elder brain, the most powerful psions
and wizards, great hunters, and even popular performance
eaters. As the living spaces rise above the level of the plaza,
they become smaller, less intricate, and less prestigious.

Top-level spaces are small, roughly excavated, and meant
for young illithids. Ironically, the highest spaces go to those
least capable of reaching them, and the lowest to those that
don’t truly need their convenience. This is the elder brain’s
concept of motivation.

Balconies and walkways all around the walls of the plaza
connect by spiraling ramps, but illithids with the power to
levitate float majestically to the levels of their living spaces.

To an outside observer (assuming he could see anything in
the gloom), an illithid plaza is unnerving not only because
of its alien, organic-seeming architecture, but because of its
unearthly silence. Mind flayers in flowing robes walk slowly
along the ramps or float telekinetically from level to level while
others drift languorously in dark, indifferent pools of steaming
liquid, all in near-complete silence. Only the splashing of the
fountains and the occasional grunt or scream of a thrall being
punished—or devoured—breaks the hush.

At any given time, about twenty mind flayers mill about in
this plaza, with thirty more in their living spaces. Approximately
the same number of thralls attends them. While thralls are scarce
in many parts of Hidden Lagurno, they outnumber illithids in the
plaza because common thrall errands (carrying messages, stonework,
menial labor, and meal service) bring them here.

Fresh Capture Pit
From time to time, large numbers of captives are brought en
masse to an illithid stronghold. The spells and psionic abilities
that transform a captive into a thrall include difficult, high-level
powers. Enthralling fifty or more captives is a time-consuming
process; it could take weeks before all are broken.

While their wills are still free, captives are confined in a
pit about 20 feet deep and 100 feet wide with smooth, vertical
sides slick from condensation. The only way in or out is to be
raised or lowered telekinetically or, if a suitably powerful mind
flayer is not available to perform the telekinesis, by a winch
operated by thralls.

In Hidden Lagurno, the duergar, drow, and grimlocks
confined to the pit live a truly wretched existence: filthy, half
starved, and sometimes packed in so tightly that there is no
room to lie down or even sit comfortably. They mill about
weakly or lie in the filth covering the fl oor. They find release
from the pit only if selected for enthrallment, experimentation,
ceremorphosis, to become a meal, or for some other twisted
illithid purpose. The greatest number remains in the pit until
they are eventually eaten. Depending on the kind of creatures
trapped, lethal battles and even cannibalism occur, especially
when the supplied food and water are insufficient.

The pit in Hidden Lagurno can accommodate two hundred
captives without being stacked to capacity, or three times that
number if they are packed in tightly. On a day-to-day basis, the
typical occupancy reaches one hundred to one hundred and fifty
captives.

Thrall Barracks
Most of the duergar live in Upper Lagurno, serving as camoufl
age for the mind flayer settlement beneath. The mind
flayers of Hidden Lagurno also retain a number of other
useful thralls—large, powerful monsters such as ogres, trolls,
minotaurs, or even giants that serve as the city’s elite defenders.

The sudden appearance of disparate groups of monsters
cooperating together could be a clue to the presence of mind
flayers in an area.

The thrall barracks are much cleaner and more comfortable
than the capture pit. Thralls who have been broken to
mind flayer rule are assets, and it’s not efficient to treat them
so badly that they can’t work at full strength. Small, doorless
sleeping-cells and silent dormitories comprise most of the
thrall barracks, which remain quiet and orderly despite the
number of potentially hostile creatures forced to live in such
close quarters.

Hidden Lagurno’s thrall barracks are home to about one
hundred and fifty thralls of various races, including a hundred
humanoids (mostly duergar, grimlocks, orcs, and a few luckless
humans) and forty giants (mostly ogres, trolls, and a few ettins
and hill giants). Minotaurs and rarer monsters make up the
rest of the thralls here.

To be fully effective, new thralls need to adjust physically
to their enslavement. Thralls might be assigned tasks by the
mind flayers that they had no previous training for—as miners,
valets, cooks, or warriors. Some are instructed in the fine points
of acting as a mind flayer’s personal servant. Others learn to
handle a stone drill and mallet, practice fighting with dulled
weapons, or are simply taught to receive punishment without
crying out.

Illithids place very little value on the life of any individual
thrall, but they abhor wastefulness. A thrall that kills itself
and possibly others by causing a tunnel under construction to
collapse has wasted not only its own life (a demonstrably useful
commodity) but also the lives of other trained thralls and the
time needed to redo the work. Consequently, the barracks
include large classrooms and training pits, where new thralls
train for the work they are destined to perform as slaves. In
some cases, thralls are brought back for retraining if they prove
unsuitable for their assigned work because of advancing age,
physical infirmity, injury, or a rebellious temperament (though
thralls in this last category more often than not end up on the
menu). The mind flayers have developed a highly effective
program of rewards and punishments to spur training. By the
time a thrall completes its indoctrination, it is docile, ready to
work, and eager to please. Older thralls carry out most of the
instruction, under the supervision of five mind flayers.

Bazaar
When goods are brought in from outside, they are “sold” in
the bazaar. Here mind flayers purchase fine cloth or tailored
clothing, meat and other food besides brains, psionic or (rarely)
magic items, books, furniture, and all the other necessities of
daily life and study as a mind flayer.

This area is instantly recognizable as a market. Tables bearing
goods of every variety line the chamber in orderly rows. Merchants
with wares to sell haggle soundlessly with customers
over goods and services. The “merchants” are duergar thralls
who purchase goods from outside vendors in Upper Lagurno.

Merchants of other races are not brought into Hidden Lagurno,
except as thralls.

Despite their alien nature, mind flayers carry on the business
of buying and selling in a familiar way. The chief difference is
that mind flayer communities operate without money. Their
economy is based on a complex system of barter for services,
favors, or training. Cheating and fraud are impossible because
the elder brain makes note of every transaction and enforces
the system. It’s not uncommon for a mind flayer to owe dozens
of debts and be owed just as many in return, with no doubt
that all will be paid.

Although they have no need for money, some illithids do
accumulate gold, silver, and other forms of treasure for its
beauty, for its usefulness in procuring objects from other
races, or because of an innate desire to hoard. This acquisitive
behavior is not considered aberrant unless it becomes obsessive.

Performance Eating Arena
This chamber forms a stadium. A stage occupies the lowest,
central spot, with stone benches arranged in a semicircle above
it. The stage features a wooden stock shaped like a small table
with a hole in the center. The tabletop is hinged so that it can
be opened like horizontal stocks and then clamped around a
person’s neck, with the trapped person facing the audience.

Illithids need one brain per month to meet their minimum
physiological needs for survival. Many eat more than that,
depending on their status within the community and their
personal success at hunting. Even the most compulsive brain
gourmand is restrained by the need to protect the community’s
whereabouts and by the elder brain’s commanding presence.

The fact that mind flayers can exercise control in their
appetites does not lessen their hunger for more brains. They
have arrived at a peculiar solution to this problem: performance
eating.

Illithid performance eaters train to extract every possible
nuance from the eating experience. They give careful consideration
to how the victim is fed and treated prior to the performance,
how it is restrained during the performance, and the physical
process of extracting and consuming the brain. This exquisite
culinary event is shared with the audience through telepathic means,
so that every illithid in attendance experiences the meal as if it
were the one eating the brain.

Adventurers captured by illithids often suffer this fate. Their
unusually active, exploit-filled minds are widely acknowledged
as the most delightful to illithid senses. Further, free minds
that have never been enthralled are considered superior to
those of slaves. Through performance eating, every mind flayer
in the community can experience the thrill of eating such a
fine brain.

Much of the time, this auditorium is empty. Eating performances
occur several times a week, but most are small events
with only a dozen or so mind flayers in attendance. Large,
multimeal special events that draw most of the community
occur perhaps once every two weeks.

The hall also hosts other activities including lectures,
demonstrations, debates, and even theatrical performances.

Sometimes thralls are forced to perform classical plays.

Laboratories and Workshops
These rooms could be the well-stocked labs of any college of
wizards or alchemists. They are filled with books and scrolls,
bubbling beakers, complex mechanical apparatuses in varying
stages of completion, and cadavers and body parts that appear
to be the objects of study.

Mind flayers are curious; it is one of their few admirable qualities.
When they turn their powerful intellects to a problem,
they investigate all potential channels for solving it—psionic,
magical, and scientific. Illithids can be found working on any
number of devices in their labs, some of which would horrify
any nonillithid investigator. On a typical day, ten illithids
occupy the labs, along with fifteen thrall servants and another
ten to twenty thralls being used as test subjects.

Nutrient Vats
Dozens of stone vats, each the size of a large laundry tub, dot
the floor of this chamber. Occasionally, a bubble rises slowly
to the surface of one of these steaming pots, struggling to
burst through the skin that forms atop the fluid and befoul
the air. The floors and walls are streaked with dark stains. A
dozen thralls wearing masks stir the fetid tanks or add matter
to the stew.

Mind flayers derive vital psychic and physiological sustenance
from consuming brains, but their bodies also need
larger quantities of “normal” nutrition to survive. Some of this
comes in the form of meat no different from what a human or
dwarf would eat. Most of it is ingested in the form of a nutrient
soup fermented in these vats. Proteins in many forms are
added to the tanks, then siphoned off for consumption when
“ripe.” Mind flayers derive pleasure only from eating brains.

All other consumption serves to keep the body functioning
and healthy but it is not a source of enjoyment.

Temple of Ilsensine
The far end of this long, gently curving hall features an idol of
a massive, disembodied, floating brain trailing long ganglia.

The stone tendrils twine across the floor in confused knots
before separating at regular intervals into rising columns that
seem to writhe toward the ceiling. Braziers of incense fill the
air with a scent of spices so cloying it overwhelms the lungs
and stings the eyes.

This carved image of Ilsensine is believed by mind flayers
to be a very good likeness and approximately life-size. Since
illithids don’t truly worship the deity, they wander in only as
the mood strikes them to make sacrifices or request boons.

Chambers attached to the central temple house the five
clerics and seven acolytes that serve the god. These clerical
mind flayers seldom leave the temple sector. On rare occasions,
they conduct processions through the central plaza or to extract
their pick of the thralls and captives from the pit for unknown
purposes. Sometimes they move silently through the community on
unknown errands. Their purposes and accomplishments are not well
understood by other mind flayers, but the elder brain sanctions
everything they do, so their activities are not questioned.

These servants of Ilsensine have no cleric levels at all. Two are
sorcerers; the others are simply normal mind flayers trained in
the lore of Ilsensine, choosing ranks in Knowledge (religion)
in preference to other fields of learning.

Birthing Pods
Ceremorphosis is not an easy process. The body suffers fits
of madness, delirium, terrible convulsions, and worse as the
brain is slowly devoured. When a tadpole is implanted into a
host body, it is brought to this moss-lined chamber to complete
the week-long transformation. At least one mature illithid and
one or two thralls watch over the twitching, convulsing body
to prevent it from injuring itself and to occasionally wash the
filth from its body when it momentarily stops thrashing.

Mind flayer “births” are rare, so most of the time, these
chambers are empty. They could be used for more than
one ceremorphosing tadpole at one time, but that seldom
happens.

The Pool of the Elder Brain
The elder brain lives in a pool that dominates the center of the
chamber. The pool is about 10 feet deep and 50 feet in diameter,
surrounded by a wide lip intricately carved with images and
Qualith inscriptions. The liquid in the pool is dark, swirling,
and foul smelling. Countless small shapes (illithid tadpoles)
swim to and fro in the murk. At the bottom of the pool, the
formless mass of the elder brain stirs listlessly, seen more as a
shadow than a discernible shape.

Mind flayers regard the protection of the elder brain against
direct attack (mainly from githyanki and githzerai, their most
implacable foes) as the most important duty of the sept. Unlike
other chambers in Hidden Lagurno, the pool of the elder brain
is protected by a large, sturdy door that is kept barred and
psionically sealed from the inside. Anywhere from three to
five mind flayers are constantly in attendance in this chamber,
minding the pool and ready to respond to any request the elder
brain might make. Normally, only mind flayers are permitted
to enter, but on rare occasions, the elder brain indicates that
particularly interesting captives should be brought before it
for inspection and questioning.[/sblock]
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Voidrazor

First Post
Hey LR, good to see you back running. Decided to surf at work anyway? Heh, my boss put out a 'internet is for business only' notice a few weeks back. But um I'm not gonna just twidle my fingers when I'm caught up with work.

Anyway, I'll start putting together an illithid assassin :D. Hmm maybe assassin/divine seeker (PGF p.52).
 
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Lord_Raven88

First Post
Voidrazor said:
Hey LR, good to see you back running. Decided to surf at work anyway? Heh, my boss put out a 'internet is for business only' notice a few weeks back. But um I'm not gonna just twidle my fingers when I'm caught up with work.

Anyway, I'll start putting together an illithid assassin :D. Hmm maybe assassin/divine seeker (PGF p.52).
Sounds good Voidrazor, try not to power game toooo much my friend ;)
 

dog45

First Post
This is interesting. Never played a Mindflayer before. I've got a rough idea for a Psion/Thrallherd. I'll have to think about this one.
 

Lord_Raven88

First Post
dog45 said:
This is interesting. Never played a Mindflayer before. I've got a rough idea for a Psion/Thrallherd. I'll have to think about this one.
An Illithid Thrallherd would be pretty sweet.

Since an Illithid can manifest Psi-Like abilities as an 8th level manifester/caster I would allow this to help you qualify for this PrC requirements.

All you need then is the ability to use Mindlink as a power. :D
 


Isida Kep'Tukari

Adventurer
Supporter
Heh, I once played a mindflayer that was quite the gormand. She would feed her slaves different things to internally marinate their brains before eating them. Fun times! I may submit a character for this game, but due to Thanksgiving, it may take me some time.
 

Rhun

First Post
You know, LR, you could always resurrect some of your old campaigns...hint, hint! :D


This actually sounds kinda fun, but I don't think I have the time to put a PC together for it. However, if I do run into some spare time over the weekend, I may whip something up.
 

stonegod

Spawn of Khyber/LEB Judge
You're evil LR. I like it. :)

I'll look at throwing something together, though my first idea of a thrallheard was beaten to the punch. :(
 

dog45

First Post
Lord_Raven88 said:
An Illithid Thrallherd would be pretty sweet.

Since an Illithid can manifest Psi-Like abilities as an 8th level manifester/caster I would allow this to help you qualify for this PrC requirements.

All you need then is the ability to use Mindlink as a power. :D

What's your take on the Cohort? Do you allow PC's to build their own, or randomly assign an NPC? What I had in mind was a spellcaster (arcane or divine) of an enemy race of the Illithids. For example, a drow priestess of Lloth or a human cultist of the Great Mother (beholder deity). I think having such a thrall would be very prestigious, and would be treated like a favorite pet.

The followers would be treated like the renewable brain supply that they are. Ha! Meals on Wheels!
 

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