Mindflayer (5e Class)
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- 1 Mindflayer
- 1.1 Physical Appearance
- 1.2 Personality
- 1.3 Physiology
- 1.4 Reproduction
- 1.5 Mind Flayer Adventurers
- 1.6 Creating a Mind Flayer
- 1.7 Class Features
- 1.8 Archetypes
- 1.9 Mind Flayer Disciplines
- 1.10 Multiclassing
Mind flayers, also known as illithids, are evil and sadistic aberrations, feared by sentient creatures on many worlds across the multiverse due to their powerful innate psionic abilities. Dwellers of deep Underdark areas, these alien humanoid-looking beings seek to expand their dominion over all other creatures, controlling their minds to use them as hopeless slaves and devouring their brains for sustenance.
Their natural psionic abilities also make mind flayers respected in the eyes of the drow, beholders, duergar, and the other dominant races of the Underdark.
Mind flayers are humanoid in appearance, but with an octopus-like head with four tentacles surrounding a lamprey-like mouth. They are warm-blooded amphibians whose blood has a silvery-white color. They excrete a kind of slimy mucous substance that coated their mauve skins. Their hands have long reddish fingers and lacked an index finger. Their feet were webbed.Mind flayer eyes are extremely sensitive to bright light and consider it painful, a characteristic that some githyanki scholars attributed to the fact that their alien anatomy focused light in a strange way. Their vision was also more sensitive to the recognition of geometric patterns than that of other humanoids.
Mind flayers are tyrants, slavers, and planar voyagers. They view themselves as masterminds, controlling, harvesting, and twisting the potential of other creatures to further their evil and far-reaching goals. Although they cooperate to achieve a goal, they back away at the first sign that something was not profitable to their self-serving interests.
Mind flayers are aggressive and elitist and attempt to mentally dominate any non-slave, non-illithid they meet. However, despite their aggressiveness, illithids are ultimately a paranoid and fearful race. They are relentlessly hunted by the gith, so any mind flayer colony's first priority is concealment and survival.
Emotionally, a mind flayer appears detached and calm, showing no signs of passion or loss of control. However, sometimes they show great bouts of anger, which are difficult to distinguish between true emotions or mere display. The mind flayer mind knows only negative emotions, only finding fulfilment in the angry and sadistic act of consuming a brain. The closest to happiness any mind flayer can know is in its pride and in satisfying its curiosity.
Mind flayers feed on the brains of sentient creatures, mainly humanoids. Brains are the only kind of nourishment that can sustain the mind flayer physiology, which required hormones, enzymes and psychic energy that only brain tissue can provide. Feeding is an euphoric experience for a mind flayer, as it absorbs its victim's memories, personality, and fears. It is also viewed by them as the ultimate form of dominance over another creature. The psionic energy also leaves of the original prey's individuality on a mind flayer's culture and sense of aesthetics.
A mind flayer needs to consume at least one intelligent brain per month in order to remain healthy. Malnourished mind flayers die after four months of brain deprivation.
Mind flayers are all hermaphrodites, without male or female biological sex, and once or twice in their life they will lay a clutch of eggs from which tadpoles hatch. The tadpoles are kept in the elder brain tank, where they are fed brains by caretakers and engage in cannibalism for around 10 years. The elder brain also feeds exclusively on tadpoles. Tadpoles that survive to maturity are put through the ceremony of ceremorphosis, where they are implanted in a humanoid victim and devoure its brain, taking its place and merging with the body and transforming it into a new mind flayer. Only some humanoid species are suitable hosts for tadpoles: humans, elves, drow, githzerai, githyanki, grimlocks, gnolls, goblins and orcs.
The multiplication of mind flayer colonies happens when a tadpole, quite rarely, through ceremorphosis, creates a more powerful form known as a ulitharid (meaning "noble devourer" in Undercommon), who is biologically bigger, stronger, and more powerful and cunning than regular mind flayers. They possess six tentacles instead of the regular four. Most notably, however, they are not controlled by the elder brain. The appearance of a ulitharid causes a burst of growth in both the colony's size and capabilities. Elder brains grudgingly accept the appearance of a potential rival because eventually the ulitharid breaks off from the colony. When doing so, it takes a few mind flayers with it and seeks to establish a new colony in a distant location from the original. Eventually, the ulitharid transforms into a new elder brain.
If, for some reason, a mature tadpole does not undergo the process of ceremorphosis, it becomes a ravenous predatory creature known as an illithocyte or, if allowed to grow out of control, a neothelid. These creatures are considered abhorrent by the mind flayers and are mercilessly hunted.
Mind Flayer Adventurers
Mind flayers may be found wandering far from their colonies for several reasons. Whatever their purpose, they have severed their ties with the elder brain and act as free agents. You can work with your DM to determine the reasons for this, or you can roll on the following table.
|1||I am a member of a mind flayer Creed, who has tasked me to act as their agent in other cultures.|
|2||I am a deviant. My strange experiments were discovered by the other members of my colony and deemed abhorrent. I fled before I could be executed.|
|3||I began seeking the prime location for a new colony, but became distracted by other goals.|
|4||I am dissatisfied with the mediocre slave race used by my colony. I left to seek new species that would make perfect slaves.|
|5||My colony was wiped out by the Gith. I am the only survivor.|
|6||I am obsessed with trying to discover the secrets of the one-revered illithid deity Maanzecorian. What killed this god? Is its realm truly extinct?|
Creating a Mind Flayer
When you decide to play a mind flayer, you must choose the mind flayer race. You can then choose to advance in the mind flayer class or any other class, but only members of the mind flayer race can take the mind flayer class.
Mind flayer Racial Traits
Ability Score Increase. Your Intelligence increases by 2 and your Charisma increases by 1.
Age. Illithid tadpoles incubate in the elder brain tank for 10 years. Then they are implanted into a humanoid host, becoming a mind flayer.
Alignment. Mind flayers are self-serving and prey on intelligent humanoids, while their communities rely on a rigid hierarchy. They tend towards lawful evil.
Size. Your size is Medium
Speed. Your base walking speed is 30 feet.
Superior Darkvision. You can see in dim light within 120 feet of you as if it were bright light, and in darkness as if it were dim light. You can't discern color in darkness, only shades of gray.
Sunlight Sensitivity. While in sunlight, you have disadvantage on attack rolls, as well as on Wisdom (Perception) checks that rely on sight.
Telepathy. You can communicate telepathically with creatures within 120 feet that knows a language.
Lesser Magic Resistance. You have advantage on saving throws against cantrips and 1st-level spells.
Tentacles. You can use your action to make a melee weapon attack with your tentacles. The attack bonus is your Intelligence modifier plus your proficiency bonus. On a hit, you deal 1d10 + your Intelligence modifier psychic damage. The damage increases to 2d10 at 5th level, 3d10 at 11th level and 4d10 at 17th level. Also on a hit you grapple the target if it is Medium or smaller.
Extract Brain. You can use your action to make a melee weapon attack against one incapacitated humanoid you are grappling. The attack modifier is your Intelligence modifier plus your proficiency bonus. On a hit, you deal 10d10 piercing damage. If this damage reduces the target to 0 hit points, you kill the target by extracting and devouring its brain. You must finish a long rest before you can use this feature again.
Languages. You can speak Deep Speech and Undercommon. Neither are commonly written down, but use the Espruar script when done so. In addition, you can write in Qualith, a system of tactile writing that can be read by a mind flayer's tentacles.
Racial Variant: Yaggol
Yaggol are a breed of barbaric and deprived mind flayers that can be found in enclaves deep in jungles. They are stronger but not as intelligent as underworld mind flayers, and have variegated skin tones that help them blend into their surroundings. If you choose to be a yaggol, the following traits replace the mind flayer's Ability Score Increase, Superior Darkvision, Sunlight Sensitivity and Languages traits.
Ability Score Increase. Your Strength increases by 2 and your Wisdom increases by 1.
Camouflaged Skin. You gain proficiency in the Dexterity (Stealth) skill.
Languages. You can speak, read and write Yaggol and one other language.
- Quick Build
You can make a mind flayer quickly by following these suggestions. First, Intelligence should be your highest ability score, followed by Wisdom. Second, choose the criminal background. Third, choose <!-elaborate on equipment choices->
As a Mind Flayer you gain the following class features.
- Hit Points
You start with the following equipment, in addition to the equipment granted by your background:
- (a) dagger or (b) hand crossbow
- a component pouch (arcanist only)
- (a) studded leather armor or (b) breastplate
- (a) scholar's pack or (b) dungeoneer's pack
- If you are using starting wealth, you have 4d4 x 10 gp in funds.
|Features||Psi Points||Psi Limit|
|1st||+2||Psionics, Mind flayer Archetype||4||2|
|3rd||+2||Mind flayer Archetype feature||14||3|
|4th||+2||Ability Score Improvement||17||3|
|6th||+3||Improved Magic Resistance||32||5|
|8th||+3||Ability Score Improvement, Create Thrall improvement||44||6|
|10th||+4||Mind flayer Archetype feature||64||7|
|12th||+4||Ability Score Improvement||73||9|
|14th||+5||Improved Magic Resistance||83||10|
|16th||+5||Ability Score Improvement, Create Thrall improvement||94||11|
|18th||+6||Mind flayer Archetype feature||114||13|
|19th||+6||Ability Score Improvement||123||13|
Mind flayer Path
Choose one of the Mind flayer Archetypes. Your choice grants you additional features when you choose it at 1st level, and again at 3rd, 10th and 18th level in this class.
Through the power of thought alone you can produce spell-like effects.
A psionic discipline is a rigid set of mental exercises that allows a mind flayer to manifest psionic power. At 1st level, you know one discipline: the Illithid Discipline.
You have an internal reservoir of energy that can be devoted to psionic disciplines you know. This energy is represented by psi points. Each psionic discipline describes effects you can create with it by spending a certain number of psi points. A psionic talent requires no psi points. The number of psi points you have is based on your mystic level, as shown in the Psi Points column of the Mind Flayer table. The number shown for your level is your psi point maximum. Your psi point total returns to its maximum when you finish a long rest. The number of psi points you have can't go below 0 or over your maximum.
There is a limit on the number of psi points you can spend to activate a psionic discipline. The limit is based on your mind flayer level, as shown in the Psi Limit column of the Mind Flayer table. For example, as a 3rd-level mind flayer, you can spend no more than 3 psi points on a discipline each time you use it, no matter how many psi points you have.
You can focus psionic energy on one of your psionic disciplines to draw ongoing benefits from it. As a bonus action, you can choose one of your psionic disciplines and gain its psychic focus benefit, which is detailed in that discipline's description. The benefit lasts until you are incapacitated or until you use another bonus action to choose a different focus benefit. You can only have one psychic focus benefit at a time, and using the psychic focus of one discipline doesn't limit your ability to use other disciplines.
Intelligence is your psionic ability for your psionic disciplines. You use your Intelligence when setting a DC for a psionic discipline or when when making an attack roll with one.
- Discipline save DC = 8 + your proficiency bonus + Intelligence modifier.
- Discipline attack modifier = Your proficiency bonus + Charisma modifier.
Starting at 3rd level, you can use your downtime to create a psionically subjugated slave called a thrall. The process is a ritual that lasts for 10 days. On each day you spend 8 hours subjecting the target creature to psionic conditioning sessions, during which the target must be conscious but incapacitated. At the end of the ritual, the target creature becomes your thrall with all thoughts of escape or hostility towards you eradicated.
A thrall is charmed by you. This condition can only be removed with a remove curse spell or similar magic. You can cast suggestion on a thrall without expending psi points or maintaining concentration. At 9th level, you can cast dominate person on a thrall without expending psi points or maintaining concentration.
The target of the thrall must be a humanoid with a CR of 1/4 or less. You can only maintain one thrall at a time. When you reach 8th level in this class, the maximum CR increases to 1/2 and you can maintain two thralls at a time. When you reach 16th level in this class, the maximum CR increases to 1 and you can maintain three thralls at a time. If a thrall is killed or no longer charmed by you, this releases one of your thrall slots.
Ability Score Increase
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.
Improved Magic Resistance
From 6th level onwards, you have advantage on saving throws made against 2nd and 3rd-level spells. From 14th level you have advantage on saving throws made against 4th and 5th-level spells.
When you create your mind flayer, you must choose one of the following archetypes. Your choice grants you additional benefits at 1st, 7th, 11th, 17th and 20th level.
You have chosen to supplement your psionic power with arcane spells. You are regarded as a deviant by your illithid peers and have been exiled, no longer in communication with the elder brain.
- Bonus Discipline
At 1st level, you learn the Arcanist Discipline.
Cantrips. You learn two cantrips of your choice from the wizard spell list.
Spellcasting Ability. You use your psionic spellcasting ability for your arcanist spells.
Spells Known of 1st-Level and Higher. When you reach 2nd level in this class, learn two 1st-level wizard spells of your choice.
The Spells Known column on the Arcanist Spellcasting table shows when you learn more wizard spells of 1st level or higher. The maximum level for each of these spells is also shown in the table.
Whenever you gain a level in this class, you can replace one of the wizard spells you know with another spell of your choice from the wizard spell list. The level of the new spell cannot exceed the level indicated in the Arcanist Spellcasting table.
Spell Slots As a bonus action, you can spend psi points to create spell slots that you can use to cast your arcanist spells, as well as other spells you are capable of casting. The psi-point cost of each spell slot is detailed on the table below.
|Spell Slot Level||Psi Cost|
The spell slot remains until you use it or finish a long rest. You cannot create a spell slot that exceeds the Slot Level indicated in the Arcanist Spellcasting table.
|Level||Features||Cantrips Known||Spells Known||Slot Level|
- Synaptic Nourishment
From 3rd level onwards, when you eat the brain of a humanoid, dead for no longer than 10 minutes, you regain 1d6 psi points and gain 10 temporary hit points. You must finish a long rest before you can use this discipline again.
- Illithid Savant
By 10th level, after years of consuming humanoid brains, you have accumulated enough residual memories to become proficient in a branch of knowledge or physical skill. You gain proficiency in one skill of your choice.
Arcanist Variant: Alhoon
This option is available to mind flayer arcanists.
If your DM allows you to create magic items, you can use the Crafting a Magic Item downtime activity to create a periapt of mind trapping. You must combine your effort with two other mind flayer arcanists throughout the whole process. The total creation cost is 50,000 gp and involves constructing a small container made of silver, emerald, and amethyst.
Once the periapt is complete, either yourself or one of the other arcanists must attune themselves to the periapt. The periapt then requires the sacrifice of three souls from living humanoid victims in a three-day long ritual of spellcasting and psionic communion. Your life and the life of the the other two mind flayer arcanists are extended by the combined age of the sacrificed souls. This ritual can be repeated with new victims. The souls of those sacrificed are trapped in the periapt.
The ritual fails if one of the alhoons is not able to attune to the periapt, and if an alhoon loses their attunement to the periapt they cannot subsequently attune to it again.
On completion both you and the two other mind flayer arcanists become undead, become attuned to the periapt, and gain the following benefits while attuned:
- You gain resistance to cold, lightning and necrotic damage.
- You gain immunity to poison damage and disease.
- You gain immunity to being charmed, frightened, paralyzed or poisoned, and you are immune to exhaustion.
- You can use your action to make a chilling grasp. Make a melee spell attack using your Psionic spellcasting attack modifier. On a hit, you deal 3d6 cold damage.
- If you die, your mind is transferred to the periapt of mind trapping. While in the periapt you are in communion with the souls within it. You can be restored to the body of a mind flayer that has been dead no longer than 10 days with the raise dead spell.
Anyone who holds the periapt of mind trapping gains advantage on attacks, saves, and check against the alhoons attuned to it, and those alhoons in turn suffer disadvantage on attacks, saves, and check against the holder. Alhoons trapped within the periapt can communicate telepathically with its holder.
If the periapt is destroyed, those trapped within it are consigned to oblivion.
One in a hundred tadpoles from the elder brain's brine pool are altered by an unknown force. They grow to become stronger and more spiteful mind flayers known as ulitharids. These specimens act as nobles in illithid society, and possess six long tentacles instead of the normal four.
- Bonus Discipline
At 1st level, you learn the Ulitharid Discipline
- Horrid Tentacles
Starting when you take this archetype at 1st level, when you make an attack with your tentacles, the damage roll uses a d12 (instead of a d10.) In addition, you grapple the target if it is Large or smaller.
- Improved Mind Blast
From 3rd level onwards, when you use the mind blast psionic power, the damage roll uses d10 (instead of d8).
- Deep Analysis
At 10th level, as a bonus action you can spend 2 Psi points to disrupt the thoughts of one creature you can see within 120 feet. The target has disadvantage on the next Wisdom or Intelligence saving throw they make before the end of their next turn. This has no effect on constructs or undead.
At 18th level your Intelligence score increases by 4. Your maximum Intelligence score is now 24.
A mind flayer fleshwarper is responsible for creating creatures to defend its colony. They use breeding, psionics and magic experimentation to spawn twisted aberrations.
- Bonus Discipline
At 1st level, you learn the Fleshwarper Discipline
- Create Intellect Devourer
From 3rd level onwards you can extract the brain of one of your thralls use a process to transform it into an intellect devourer. The process begins with a 1 hour ritual during which the thrall is killed and its brain removed. The brain becomes an ustilagor - the larval form of an intellect devourer. After 24 hours have passed, you can choose to transform the ustilagor into an intellect devourer with a further 1-hour ritual.
The ustilagor or intellect devourer continues to count as one of your thralls. They are also considered to be a humanoid brain for the purpose of satisfying your diet.
- 10th level feature
- 18th level feature
Illithid Body Tamer
Those of the Tamer Creed believe that military might is the true way to ensure the dominance of the mind flayers. They prefer to avoid using their psionic powers.
- Martial Proficiency
You gain proficiency in martial weapons and shields. In addition, when you make an attack with your tentacles you may use your Strength modifier instead of Intelligence.
- Code of Mental Abstinence
When you start a short rest or long rest, note how many unspent psi points you have. When you finish the short rest or long rest, you gain 1 temporary hit point for every 2 unused psi point you had.
- Strength of Arms
Starting at 3rd level, when you make an attack with your tentacles, you can use a bonus action to make an attack with a weapon you are wielding in one hand.
- Whirlwind Tentacles
Starting at 10th level, you can use your action to make a tentacle attack against each creature within 5 feet of you. Use a separate attack roll for each target. On a successful hit you deal 1d10 + your Intelligence or Strength modifier.
- Death Whirlwind
From 18th level onwards, when you use whirlwind tentacles, for each target you hit you can choose to spend 10 psi points to inflict a death impulse. After applying the damage from the tentacle hit, if the target has 100 hit points or less, the target dies. This has no effect on constructs or undead, or on targets that have still have 101 or more hit points remaining. You must finish a long rest before you can use this feature again.
A brainstealer dragon is a monstrosity that combines the most horrid aspects of mind flayers and dragons. It is unclear how brainstealer dragons came into existence, but most sages conjecture that they could only have arisen through illithid crossbreeding experiments. However, brainstealer dragons are not linked to any elder brain and some mind flayer colonies actively hunt them.
- Draconic Form
Your unusual physiology grants you the following features:
- You cannot wear armor, wield weapons or hold objects.
- Your claws are melee weapons with which you are proficient. A successful hit with your claw deals 1d10 piercing damage.
- Your Armor Class is 15. This improves to AC 17 when you reach 11th level, and AC 19 when you reach 16th level.
At 3rd level, your wings are strong enough to be used for flight. You gain a fly speed of 60 feet.
- Extra Attack
Beginning at 10th level, when you make an attack with your claw, you can use your bonus action to attack with your other claw.
- 18th level feature
Mind Flayer Disciplines
The mind flayer psionic discipline provides different options for how to use it with your psi points. Each effect option has a name, and the psi point cost of that option appears in parentheses after its name. You must spend that number of psi points to use that option, while abiding by your psi limit. If you don't have enough psi points left, or the cost is above your psi limit, you can't use the option. Some options show a range or psi points, rather than a specific cost. To use that option, you must spend a number of points within that point range, still abiding by your psi limit. Some options let you spend additional psi points to increase a discipline's potency. Again, you must abide by your psi limit, and you must spend all the points when you first use the discipline; you can't decide to spend additional points once you see the discipline in action.
Psychic Focus. While focused on this discipline, you have advantage on Intelligence (Arcana) checks.
Living Focus (2 psi). As an action, when you cast a spell of 5th level or lower using your arcanist spellcasting feature that causes a target to make a saving throw, you increase the spell save DC by 1d4.
Collapse Time (3 psi). As an action, you crystallise ambient time into a gooey shimmering material called quintessence. If you are holding a small object, you smear all the quintessence around it, causing it to enter a stasis, locked in time. An object in stasis has immunity to all damage. In addition, the object can't be targeted by magic, or perceived through magical scrying sensors. A creature holding the object can use its action to scrape the quintessence off, which then evaporates.
Psychic Focus. While focused on this discipline, you gain a +2 bonus to damage rolls against aberrations. In addition, when you make a Wisdom (Survival) check to track an aberration you are considered proficient in Survival and add double your proficiency bonus (instead of your normal proficiency bonus).
Create Cranium Rat (2 psi). As an action, you cast find familiar. To do so, a live rat must also be a material component that is consumed. The creature that becomes your familiar is always a cranium rat (see Volo's Guide to Monsters p. 133).
All mind flayers are naturally psionic and have the following powers in common.
Psychic Focus. While focused on this discipline, you are considered proficient in Charisma saves.
Mind Blast (2 psi). As an action, you emit psychic energy in a 60-foot cone. Each creature in that area must succeed on an Intelligence saving throw. On a failed save, a target takes 2d8 psychic damage. You can instead deal 4d8 damage if you spend 1 more psi point.
In addition, you can spend 5 more psi points to create a stunning mind blast. Creatures that fail a stunning mind blast's saving throw are also stunned for 1 minute. A target can repeat the saving throw at the end of each of its turns, end the effect on itself on a success.
Charm Person (2 psi). As an action, you cast charm person as a 1st-level spell without requiring components.
Stunning Tentacles (3 psi). When you successfully grapple a humanoid with your tentacles, you can attempt to stun it. The target must make an Intelligence saving throw against your psionic save DC. On a failed save, the target is stunned until the grapple ends.
Detect Thoughts (3 psi). As an action, you cast detect thoughts as a 2nd-level spell without requiring components.
Levitate (3 psi). As an action, you cast levitate as a 2nd-level spell without requiring components.
Suggestion (3 psi). As an action, you cast suggestion as a 2nd-level spell without requiring components.
Dominate Person (7 psi). As an action, you cast dominate person as a 5th-level spell without requiring components. You can spend extra psi points to cast it at 6th-level (2 psi points), 7th-level (3 psi points) or 8th-level (4 psi points).
Plane Shift (10 psi). As an action, you cast plane shift as a 7th-level spell without requiring components. You can only target yourself with this spell.
Dominate Monster (11 psi). As an action, you cast dominate monster as an 8th-level spell without requiring components. If you spend an extra 2 psi points you cast it as a 9th-level spell.
Psychic Focus. While focused on this discipline you are aware of the presence of creatures within 30 feet of you that has an Intelligence score of 4 or higher. You know the distance and direction to each creature, as well as each creature's Intelligence score, but can't sense anything else about it. A creature protected by a mind blank spell, a nondetection spell, or similar magic can't be perceived in this manner.
From 10th level, the range of this creature sense becomes 300 feet. From 17th level, the range becomes 2 miles.
Suggestion (6 psi). As an action, you cast suggestion as a 4th-level spell without requiring components.
Scrying (7 psi). As an action, you cast confusion as a 5th-level spell without requiring components.
Telekinesis (7 psi). As an action, you cast telekinesis as a 5th-level spell without requiring components.
Eyebite (9 psi). As an action, you cast eyebite as a 6th-level spell without requiring components.
Mass Suggestion (9 psi). As an action, you cast mass suggestion as a 6th-level spell without requiring components.
Project Image (10 psi). As an action, you cast project image as a 10th-level spell without requiring components.
Feeblemind (10 psi). As an action, you cast feeblemind as a 10th-level spell without requiring components.
You cannot multiclass into the mind flayer class.