Mind Flayer (5e Class)

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Mind Flayer[edit]

The bald, purple skinned, barely human creature faces the group of criminals, and strides slowly forward to meet them in combat. As the leader charges him, he embraces his alien nature and lashes out with his facial tentacles. They barely touch the thug's skin, but when they do so, he clutches his head in agony, falling to the ground. The human then focuses his gaze on the other three criminals, and they, too, drop to the ground as he sends out a wave of psychic energy.

The figure in a dark cloak and breastplate approaches the snarling beast, his accomplices behind him. As they prepare to charge, he holds them back, while simultaneously mentally commanding his thralls to attack. The ten blank-eyed humanoids behind him do so, and as the hardened warriors look on, the thralls pound at the demon with fists, each individually weak, but outnumbering the demon greatly. The demon knocks them aside one by one, and when they are hit, they do not get up. The demon emerges victorious, albeit wounded, but all the thralls are destroyed. However, the figure does not care. They served their purpose, and they were expendable. He can always create more.

The tentacle creature approaches the oncoming soldiers, who are intent on capturing him. Concentrating hard, the creature invades all of their thoughts at once, and bringing out their worst nightmares as illusions, visible to only them. As they turn to run from the imaginary horrors, they each drop onto the ground, dead, as their thoughts are all destroyed. The creature approaches the closest one, picks him up by the neck, and wraps his tentacles around the soldier's skull. His alien mouth bores a hole in the skull, and extracts the brain, consuming it. As he turns to leave, a barely audible sigh exits his mouth. It sounds like... contentment.

Creating a Mind Flayer[edit]

Mind Flayers are beings who have been chosen as a host by an Illithid. A mind flayer has four long, facial tentacles and an octopus like mouth evolved to open the skull of another creature. They are connected mentally to an elder brain. Their skin changes to a cool color, like purple, blue, or green. They are usually lawful evil or lawful neutral.

Quick Build

You can make a mind flayer quickly by following these suggestions. First, intelligence should be your highest ability score, followed wisdom if you want to choose the Thrall Lord archetype. Second, choose the outlander background.

Class Features

As a Mind Flayer you gain the following class features.

Hit Points

Hit Dice: 1d8 per Mind Flayer level
Hit Points at 1st Level: 8 + Constitution modifier
Hit Points at Higher Levels: 1d8 (or 5) + Constitution modifier per Mind Flayer level after 1st


Armor: Light armor, medium armor
Weapons: Simple weapons
Tools: None
Saving Throws: Intelligence,wisdom
Skills: Choose two from arcana, history, perception, insight, intimidation, or persuasion.


You start with the following equipment, in addition to the equipment granted by your background:

  • A breastplate
  • (a) 2 daggers or (b) Any simple weapon
  • A dark colored cloak and street clothes
  • (a) An explorer's pack or (b) A dungeoneer's pack
  • If you are using starting wealth, you have 5d4*10 in funds.

Table: The Mind Flayer

Level Proficiency
1st +2 Devour Brain,Tentacle Attack,Mind Blast
2nd +2 Magic Resistance
3rd +2 Archetype
4th +2 Ability Score Improvement
5th +3 Tentacle Damage Increase
6th +3 Archetype Feature
7th +3
8th +3 Ability Score Improvement
9th +4 Tentacle Damage Increase
10th +4 Archetype Feature
11th +4 Enhanced Mind Blast,Tentacle Damage Increase
12th +4 Ability Score Improvement
13th +5
14th +5 Archetype Feature
15th +5
16th +5 Ability Score Improvement
17th +6 Tentacle Damage Increase
18th +6 Archetype Feature
19th +6 Ability Score Improvement
20th +6 Mental Prowess

For the Mind Flayer spells, it is the same as a psion class spell. https://www.dandwiki.com/wiki/Psion_(5e_Class)

Tentacle Attack[edit]

As an action on your turn, you may make a tentacle attack at a creature within five feet of you. The attack modifier for this is you proficiency bonus+your intelligence modifier. On a hit, it deals 2d4+your intelligence modifier points of damage. This damage increases to 2d6 at fifth level, 2d8 at ninth level, 2d10 at eleventh level, and 2d12 at seventeenth level.

Devour Brain[edit]

As you consume the brain of another creature, you briefly interface with its mind. You may use an action or bonus action to attempt to wrap your tentacles around the head of a living creature or a living creature that died in the last few minutes, then use your alien jaw to deal 1d10 piercing damage to open its skull and eat its brain matter (if this damage reduces the target to 0 hit points). The hit modifier for doing so is your proficiency bonus+your intelligence modifier. On a hit, you gain knowledge of at least one piece of useful information the creature knew, and while you maintain Concentration, as though concentrating on a spell, you gain temporary (1 hour) proficiency with a weapon, skill, or set of tools the creature had proficiency with. If it was not dead, using this ability (obviously) kills the creature. Additionally, you cannot eat normal foods and must consume a combined intelligence score of 10 each week. This skill only works on large creatures and anything smaller than large. The damage for this ability increases by 1d10 at 7th level (2d10) and again at the 14th level (3d10)

Mind Blast[edit]

you emit a psionic blast in a 10 foot radius around yourself. Hostile creatures within that area must make an Intelligence saving throw equal to 8+your Intelligence modifier+your proficiency bonus. Hostile creature take (4d4+your Intelligence modifier) psychic damage and are stunned for 1 minute, if they fail an Intelligence saving throw, the creatures repeat their save at the end of each of their turns. On a successful save, the creature is no longer stunned. Those who succeed on the saving throw take half as much damage and are not stunned.

You can also use Mind Blast twice every 10 minutes as a cantrip if you're a Mind Flayer.

At Higher Levels When this spell is used at 2nd level or higher, add 1d4 psychic damage per additional level and increase the radius by 5 per level.

Magic Resistance[edit]

At second level, you gain advantage on saving throws against spells and magic effects that you can see.

Mind Flayer Archetype[edit]

At Third level, you choose an archetype: Thrall Lord or Arcanist. The archetype grants you features at sixth, tenth, fourteenth, and eighteenth level. *Note you may now telepathically communicate with any creature within 30 ft. as long as you speak a common language.

Ability Score Increase[edit]

When you reach 4th level, and again at 8th, 12th, 16th and 19th level, you can increase one ability score of your choice by 2, or you can increase two ability scores of your choice by 1. As normal, you can't increase an ability score above 20 using this feature.

Enhanced Mind Blast[edit]

At eleventh level, when using the mind blast feature, if an affected creature failed its save, it takes (1d4+your spellcasting ability modifier) psychic damage for each turn it fails its save and is stunned for an additional minute. The creature repeats it's save at the end of each of its turns. On a successful save, the creature is no longer stunned.

Mental Prowess[edit]

At twentieth level, your intelligence and wisdom scores increase by four. Your maximum for these scores is now 24.

Thrall Lord[edit]

Thrall Lords are mind flayers that have mastered the art of dominating the minds of creatures to create thralls to serve them.

Create Thrall

Starting when you choose this archetype at third level, you can turn a creature that you are not currently in combat against into a thrall. The target creature makes a Wisdom saving throw (DC= 12+ Proficiency Bonus+ Wisdom Modifier) . On a failed save, the creature becomes a thrall. The target of this ability is able to make a saving throw once every day. You may only create thralls out of medium humanoid creatures. Thralls have the following statistics: Str:14 Dex:10 Con:10 Int:6 Wis:7 Cha:6 AC:12 Speed: 30 ft. Hit Point Maximum:4d6 Attack (Unarmed): +3 to hit, 1d8+2 bludgeoning damage. You can have up to two thralls at a time. This number increases to 4 at sixth level, 6 at tenth level, 8 at fourteenth level, and 10 at eighteenth level.

Superior Thralls

At tenth level, you know how to devote more psychic energy to your thralls, making them stronger. The new thrall statistics are as follows: Str:16 Dex:10 Con:12 Int:8 Wis:5 Cha:8 AC:14 Speed: 45 ft. Hit Point Maximum:5d6+1 Attack (Unarmed): +6 to hit, 1d10+3 bludgeoning damage.

Crush Will

At fourteenth level, you may cast dominate person twice before taking a long rest.

Thrall Perfection

At eighteenth level, you have further improved the durability and strength of your thralls. The statistics are as follows: Str:18 Dex:12 Con:14 Int:10 Wis:3 Cha:10 AC:16 Speed: 60 ft. Hit Point Maximum:6d6+2 Attack (Unarmed): +6 to hit, 2d10+4 bludgeoning damage.


The Arcanist is a mind flayer who was shunned from their society because of their magical abilities.


Starting when you choose this archetype at third level, you have developed enhanced psionic abilities. Your telepathy range increases to 120 ft. Meaning you can telepathically communicate with any creature within 120 ft. as long as you speak a common language. You also learn the cantrips Blade Ward, True Strike, and Minor Illusion. (Intelligence is your spellcasting ability for these spells, and all other spells that you learn. Spell save DC= 8+ Proficiency Bonus+ Intelligence Modifier. Spell Attack Modifier= Proficiency Bonus+ Intelligence Modifier.)

Psionic Assualt

At sixth level, you can use your psionic ability offensively by invading a creature's mind and contorting its thoughts. As either an action or bonus action, you may use Mental Contortion. Mental Contortion: Range: 60 ft. Make a ranged spell attack at a target. On a hit, this does 3d10+your intelligence modifier points of psychic damage to the creature. Damage increases to 4d10 at eleventh level and 5d10 at seventeenth level.


At tenth level, you have harnessed your psionic abilities enough to move objects with only your mind. You can cast telekinesis at fifth level twice before needing to take a long rest. You may use it three times before taking a long rest starting at eighteenth level.

Psionic Transfer

At fourteenth level, you can use your psionic abilities to shift from one plane of existence to another. You can cast plane shift at seventh level without material components as an action once before needing to take a long rest.

Mental Destruction

At eighteenth level, you can dig into the minds of your enemies and bring out their deepest fears. You can cast weird as an action once before needing to to take a long rest. Additionally, you can cast phantasmal killer at fourth level three times before taking a long rest.


You cannot multiclass into the Mind Flayer class.

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