BoLS logo Tabletop, RPGs & Pop Culture

Monster Spotlight: Mind Flayers

8 Minute Read
Jan 6 2017

This week we talk about the Mind Flayer. We are not their thralls. They are just better than humans in every way and deserve praise.

Alright, this week we’re putting Mind Flayers in the spotlight, but before we drag everyone’s favorite cerebrivores out from the hidden depths where they lurk behind every shadow, waiting to feast upon the thoughts of the unwary, I just want to point out that no one at the BoLS office has fallen under the psychic dominion of a beautiful, perfect Illithid who has crawled up from the Underdark.

Their perfect appearance is attributed to the cover art of a Cthulhu mythos story, the Burrowers Beneath, by Brin Lumley.



Help me.

And what’s not to love about them? As was pointed out, they are superior to humans in every way–they were one of the few monsters to exist before there was an official Monster Manual, having first appeared in the first official TSR Newsletter: The Strategic Review:

“This is a super-intelligent, man-shaped creature with four tentacles by its mouth which it uses to strike its prey. If a tentacle hits it will then penetrate to the brain, draw it forth, and the monster will devour it. It will take one to four turns for the tentacle to reach the brain, at which time the victim is dead. A Mind Flayer will flee if an encounter is going against it. Their major weapon, however, is the Mind Blast, a wave PSI force with a 6” directional range and a radius of 5’.”

And that mind blast did not mess around. It could pulp the brains of lesser opponents, with death or a prolonged coma (almost sure to result in death) being the result for the weak of mind. Interestingly enough, the strong of mind didn’t fare too much better–those with the highest intelligence score would be struck by Feeblemind or driven insane, permanently. The best defense against a mind flayer, apparently, was to have a brain not worth noticing–then the worst you could expect was being stunned, confused, or enraged if you failed your save. Or wearing a Helm of Telepathy, which gave you a +4 bonus as well as stunning the Illithid if you made your save.




But even then, in their earliest incarnation, Mind Flayers were perfect. Alien and beautiful and full of wisdom–it is only natural for them to rule over the unworthy, who should be grateful for their dominion. Mind Flayers continued to be a mainstay of D&D products, appearing next in the Eldritch Wizardry supplement for the Original 1976 edition of D&D (alongside the Ring of Gax and Orbs of Dragonkind, thus securing their place in legend) and of course went on to become the rightful tyrants of the Underdark.


It’s in my head.

Their roots in the origins of D&D ensured their place in the very first Monster Manual, where the Mind Flayers were given a formal illustration, nigh immunity to magic, and a full suite of psionic abilities, including levitation, domination, and probability travel–so even then Mind Flayers could take to the planes as they saw fit, traveling through them at their whim.

They were one of the few monsters to make heavy use of psionic powers–which made them something of a headache to use back in those days. Not because psionics were difficult, it was just a different set of rules that had its own charts and tracks to follow. But this too helped emphasize the alien or “other” feel of the mind flayers.




Going into battle with even one of them meant hauling out the psionics rules–or ignoring them entirely in favor of repeated mind blasts, which no doubt spelled the doom of many adventuring parties. Adventurers who were no doubt awed by the sheer magnitude of the Illithid’s will.

Although, up to this point, they had never been referred to as Illithids, they were only Mind Flayers. It wasn’t until Dragon #150 (1989) ran an article entitled the Sunset World, that Mind Flayers were described as the Illithidae. This article defines much of Mind Flayer ecology, talking about the larval forms that inhabit a host’s body, and a number of other Illithidae that represent more bestial versions of a Mind Flayer’s perfection–including cessrids (wolf-like illithidae), saltors (baboon-esque), and the piglike kigrids.



Though these later fell out of popular use, the article went a long way to expand upon and define Illithids as the terrors they are. It firmly placed them in the ecology of the D&D world, including the monsters that would frequently accompany them. From this article, by Stephen Iniss, we get our first glimpse of where the modern Mind Flayer started taking shape.



Second Edition kept the expanded ecology introduced in Sunset Worlds, and built upon it, establishing Mind Flayers as sunlight hating creatures who construct great cities full of perfect Illithids and their pathetic thralls who obey their orders without question or resistance. 2nd Edition introduced a number of key concepts like the elder-brain, which is the telepathic overseer of the community, or the life-cycle of Mind Flayers, who begin as tadpoles swimming in the elder-brain pool (which is filled with the briny remains of the brains of the community’s dead mind flayers), until they either mature or die.


Psionics are kept in this edition–though not all Mind Flayers are psionic–most just possess the mind blast adventurers have come to (rightfully) fear. But a select few, those deemed the only true Illithids by some, possess psionic powers that let them teleport, dominate others, control their body, and more. They can be told at a glance by their beak-like mouths and baleful greatness.

Though there was little mention of the cessrids or the other Illithidae, 2nd edition did see the addition of the Ulitharid, or noble Illithid, as well as the Alhoon or the Illithilich (try saying that fast with your puny human mouth). There were a number of modules that leaned heavily on Illithids as villains, including Dawn of the Overmind which features their origin story and is forbidden knowledge that must never be known.



3rd Edition gave rise to a golden age for Mind Flayers. Their attacks were formalized–especially since monsters and players now operated on the same basic engine. They gained a number of abilities and feats that helped with grappling, which gave Mind Flayers a second path towards extracting the brains of their foe.

Extract was the name of one of their abilities–and it expressly defined when they could extract the brain of a foe, as well as giving them a number of additional spell-like powers (their version of psionics). Spell resistance changed in this edition, and though they were still tough, their spell resistance was nowhere near as powerful as it was–though as a tradeoff, Illithids (at least some) gained the ability to grow mighty in the arcane arts, becoming sorcerers and wizards where this was unheard of before.

With the advent of Savage Species and the Psionics Handbook these options were further expanded–Mind Flayer became a character race. There were a number of feats that an Illithid character could pick up to enhance its psionics and they became one of the editions formidable antagonists, ruling from the shadows and destroying the hated gith and githyanki.



4th Edition’s take on Mind Flayers wa fantastic. It expanded the role of Illithids. Like many of the monsters in this edition, there were a number of variant Mind Flayers, including a Mind Flayer Infiltrator, which skulked in the hazy, witless minds of its foes and tore out their brains; and a Mind Flayer Mastermind which could create thralls from defeated foes, using them to enhance its own defenses.


This edition also featured the easiest to use Mind Flayers–their abilities functioned as discrete powers and though the edition as a whole shifted away from many overwhelming save or die (or be stunned) effects, Mind Flayers retained one of the few ways to do so. The change in edition did see the eventual decline of their resistance to all things magical, however. This edition also sees them at their most susceptible, if not their most hardy (a high level mind flayer had 324 hp).



5th Edition understands that Mind Flayers are the rightful rulers of the Underdark. The basic Monster Manual entry provides a fearsome, streamlined picture of a classic foe–one with deadly power, and rules that reinforce its thematic ideals. Perhaps because they are perfect, conceptually, Mind Flayers have been largely unchanged throughout–they have always been able to use some kind of Mind Blast, and always able to extract a succulent, luscious brain for consumption.

The recent Volo’s Guide to Monster goes into their society in great detail. Including detailing the lifecycle of a Mind Flayer from its larval form…



Through the horrific, brain devouring cerebromorphosis which transforms the tadpole and host alike into the vision of perfection that is the Illithid. While I won’t go into too much detail, because reporting on the Terrible Ones is forbidden, Volo’s Guide paints a rich picture of Mind Flayer society–detailing their favored thralls, the kinds of lairs they create, giving sample layouts and maps which are entirely inaccurate and should be disregarded–even a glimpse at the functioning of an elder brain.

volo monster brain mind flayer

. . . .

All told, Mind Flayers have been an iconic part of D&D throughout the editions. Whether as unknowable monsters who blast the minds of lesser creatures, or as the alien tyrants they’ve become over the last few years–again who blast the minds of lesser creatures, Mind Flayers are an insidious monster that can always turn up. Ever plotting, ever scheming, they can infiltrate a society and dominate its leadership, turning trusted advisors into slavish thralls. They can supplant the governance of a king with their own twisted desires, grooming subjects into little more than cattle. Or they may be bolder, acting in the open, raiding up from the udnerdark in packs of hunters–commanding great armies of thralls against the surface dwellers.

So if you need a villain that will leave your players reeling, if you need an example of what the pinnacle of evolution is–you need look no further than the majesty of the Mind Flayer.

I have finished talking about Mind Flayers now. My usefulness is at an end. Please share your delicious thoughts in the comments. We are eager to know them better.

Author: J.R. Zambrano
  • Realm Guide: D&D's Oerth