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D&D: Five Perfect Illithids to Flesh Out Your Mind Flayer Colony

4 Minute Read
Feb 1 2024

Mind Flayers are the brain-eating buds that liven up any D&D campaign, from Baldur’s Gate 3 to yours. Here’s what makes a colony cool.

Mind Flayers are among the villains active in Baldur’s Gate 3, and if you’ve played the hit RPG, you may be intimately familiar with the brain-devouring, psionically enthralling monsters. But even outside of Baldur’s Gate, Mind Flayers make for some of D&D’s most insidious monsters.

Because they aren’t just monsters who go in and kill/raid/maraud. Instead, Mind Flayers will enthrall useful NPCs (including ones who might be your party’s favorites), supplanting the NPC’s will with the nefarious whims of a cephalopod-headed, brain-eating, psionically empowered alien. They turn your friends against you. And then they eat your brain.

But what goes into a good Mind Flayer colony anyway? Well, we’re here to help.


Mind Flayer

It wouldn’t be a Mind Flayer colony without a bunch of bog standard Mind Flayers hanging around. These are the, well, not the workers of the colony. Those are the helpful thralls, of which you can use whatever stat blocks you like.

But the majority of the Mind Flayers present in the colony should be these guys. They’re nothing to sneeze at. A single one with some good luck is capable of taking out a low level party all on its own.

But you don’t go thinking, “aha, here’s the ultimate evil presence in this place.” Or even “this is a miniboss for sure” when you see one of them.

Elder Brain


Speaking of the ultimate evil presence in the place, look no further than the Elder Brain. The second thing every Mind Flayer colony needs is a greater will to co-opt and coordinate everything. And while not every Mind Flayer colony has an Elder Brain, the ones that do will surely stand out.

Elder Brains need to consume the brains of other creatures. And a single one can coordinate an entire colony of organisms, from Mind Flayers to thralls and even hapless victims who happen to be too close and psionically vulnerable. It can extend its senses telepathically for miles. But, on their own, an Elder Brain is all but immobile, and surprisingly easy to kill if you can isolate and pin one down.


Protecting the Elder Brain is where Ulitharids come into play. These are Mind Flayers of extreme power. They are bigger and better Illithids, and come with six tentacles instead of the normal four. A Ulitharid’s survival is paramount, as they serve as guardians and leaders in a colony, until such time as it strikes out on its own, creating a new Elder Brain upon its death.

Without Ultiharids, there would be no new Elder Brains. Without Elder Brains, no new Ulitharids. Both work in concert and make fearsome foes indeed.

Intellect Devourer

These are Mind Flayer dogs, basically. They serve Illithids as hunters and companions. And while they might be very cute to look at, make no mistake, these little brain guys are more than capable of consuming a creature’s mind and memories, totally usurping its host’s personality to lure others back to its masters’ domain.


Vampiric Mind Flayer

What’s worse than a Mind Flayer? What about one that is also a Vampire? Introduced in Van Richten’s Guide to Ravenloft, these vampiric Illithids are particularly loathsome foes. In addition to the powers of a Mind Flayer, which they have, they also have the strengths of a vampire, including the ability to drain a creature of its sapience, inflicting levels of exhaustion onto a foe until it dies, with the added benefit of giving the Vampiric Mind Flayer more hit points all the while.

Of course, if one or two of these start showing up in a Mind Flayer colony, that means something’s gone horribly awry. But that’s the perfect situation for a group of D&D adventurers to stumble into.

Now to go think delicious thoughts.

Author: J.R. Zambrano
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