Mind Flayers, MoFS (3.5e Race)

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Mind Flayer[edit]

Otherwise known as illithids, these creatures are amazingly intelligent.


Mind Flayers are extremely intelligent, but often scheme and connive to gain power for themselves, even within a society of other Mind Flayers. In cities of Mind Flayers, plotting is often the main form of entertainment and the only way to stay on top of the game.

Physical Description[edit]

Mind Flayers are slight, having a tall but thin build and possessing less strength and constitution than might be expected for their size. While frail, they have tough, leathery hides and bulbous eyes above their four tentacles and bloated heads which contain highly developed brains.


Mind Flayers are suspicious of everyone, making everyone suspicious of them. Plotting against others, especially others of another race, as a precaution is not uncommon.


Mind Flayers are almost always evil and very often lawful, understanding the need for structure in life and society, but often being selfish and ambitious.


Mind Flayers live in the underground, known as the Xonne, or in secluded regions devoid of most other life.


Mind Flayers, if they worship which is uncommon, often worship Kryos, O'Rakka, or gods of evil.


Mind Flayers speak Liddith, and usually learn Xonnan and Maesk Common and beast


Because of their peculiar reproduction, which is done by "infecting" an already living humanoid, their names are often derived from or include their previous names from when they were humanoid.

Racial Traits[edit]

  • −2 Strength, −4 Constitution, +4 Intelligence, +2 Wisdom, +2 Charisma: Though frail, mind flayers are exceptionally intelligent, perceptive, and charismatic creatures.
  • Aberration: Mind flayers possess an alien anatomy.
  • Medium size
  • Mind Flayer base land speed is 30 feet.
  • Darkvision 60 feet.
  • Natural Weapons: 4 tentacles (1d4)
  • Improved Grapple (Ex): To use this ability, a mind flayer must hit a Small, Medium, or Large creature with its tentacle attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and attaches the tentacle to the opponent's head. A mind flayer can grab a Huge or larger creature, but only if it can somehow reach the foe's head. If a mind flayer begins its turn with at least one tentacle attached, it can try to attach its remaining tentacle with a single grapple check. The opponent can escape with a single successful grapple check or Escape Artist check, but the mind flayer gets a +2 circumstance bonus for every tentacles that was attached at the beginning of the opponent's turn.
  • Automatic Languages: Common, Undercommon. Bonus Languages: Abyssal, Aquan, Draconic, Dwarven, Elven, Gnome, Infernal, Terran.
  • Favored Class: Wizard.


At 1 HD: All racial traits shown above.

At 5 HD: Extract (Ex): A mind flayer that gains its turn with all four tentacles attached and that makes a successful grapple check extracts the opponent's brain, instantly killing that creature. This power is useless against constructs, elementals, oozes, plant, and undead. It is not instantly fatal to foes with multiple heads, such as ettins and hydras.

At 8 HD: Mind Blast (Sp): This pseudo-psionic attack is a cone 60 feet long. Anyone caught in this cone must succeed on a DC (14 + Charisma modifier) Will save or be stunned for 3d4 rounds.

At 10 HD: +4 Racial bonus to Intelligence, Wisdom, and Charisma.

At 13 HD: +4 Racial bonus to Strength, Dexterity, and Constitution.

At 15 HD: Psionics (Sp): At will—charm monster (DC 14 + Charisma modifier), detect thoughts (DC 12 + Charisma modifier), levitate, plane shift, suggestion (DC 13 + Charisma modifier). Effective caster level is equal to class levels.

At 15 HD: Illithids at 15th level gain the ability to spread their kin for the sake of their race. Illithids can make a touch attack against an opposing creature and implant a tadpole into their brains. An opposing creature must make a Fortitude Save (DC 10 + Wisdom modifier + Intelligence modifier) or they will be turned into an Illithid within 4d6 hours. The Illithid retains whatever class they were, but losses any previous racial bonuses and gains all racial bonus features of the Mind Flayer equal to their current HD. On a successful save the creature's body kills the tadpole parasite trying to invade negating the transformation.

At 20 HD: Spell resistance equal to 25 + class levels, telepathy 100 ft.

Vital Statistics[edit]

Table: Mind Flayer Random Starting Ages
Adulthood Simple Moderate Complex
18 years +2d6 +4d6 +5d8
Table: Mind Flayer Random Starting Ages (ancient beings)
Adulthood Simple Moderate Complex
180 years +4d6 +8d6 +10d8
Table: Mind Flayer Aging Effects
Middle Age1 Old2 Venerable3 Maximum Age
50 years 80 years 115 years +3d10 years
  1. At middle age, −1 to Str, Dex, and Con; +1 to Int, Wis, and Cha.
  2. At old age, −2 to Str, Dex, and Con; +1 to Int, Wis, and Cha.
  3. At venerable age, −3 to Str, Dex, and Con; +1 to Int, Wis, and Cha.
Table: Mind Flayer Aging Effects (ancient beings)
Middle Age1 Old2 Venerable3 Maximum Age
500 years 800 years 1150 years +6d20 years
  1. At middle age, −1 to Str, Dex, and Con; +1 to Int, Wis, and Cha.
  2. At old age, −2 to Str, Dex, and Con; +1 to Int, Wis, and Cha.
  3. At venerable age, −3 to Str, Dex, and Con; +1 to Int, Wis, and Cha.
Table: Mind Flayer Random Height and Weight
Gender Base Height Height Modifier Base Weight Weight Modifier
Male 6' 2" +2d8 110 lb. × (1d6) lb.
Female 6' 0" +2d6 105 lb. × (1d4) lb.

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