Mind Flayers
Mind flayers, also known as illithids, are interplanar tyrants that conquer entire worlds full of sentient life. They are driven by their hunger for the minds of all intelligent creatures while devising terrifying experiments to enhance their campaigns to harvest the minds of all races across the multiverse.
Fallen Empire
Due to their countless conquests, illithids have enslaved hundreds of civilizations to serve as their thralls. They subject their victims to various grotesque and horrific experiments in the pursuit of expanding their psionic capabilities. However, in recent centuries, their empires are a mere shadow of its former glory as their influence has been challenged by races who rose up against their psionic overlords; most notably the githyenki and githzerai. Now, the remnants of their once great civilization reside deep in the forgotten reaches of the Underdark scheming to reclaim their previous might.
Illithid Colonies
Illithid society is actually an extensive hive mind controlled by a massive entity known as an elder brain. The elder brain serves as the undisputed authority of the hive mind and also acts as a telepathic hub that dictates commands to all illithids and their thralls within a 5-mile radius. Because of this, illithids do not exercise free will as their thoughts and desires are ultimately shaped by the elder brain. However, it is not uncommon for illithids to become disconnected from the elder brain, particularly those considered to be rogues or outcasts. These illithids are almost purposeless without their elder brain masters and seek to find a way to reconnect back to the hive. Others instead seek to use this opportunity to form their own hive instead.
Thought Predators
Mind flayers subsists on the brains of living creatures. Although the brains of most creatures offer some means of nutrition to these aberration, only highly intelligent creatures can provide enough sustenance for the mind flayer's needs. Because of this, humanoids tend to be the favorite food for mind flayers. Although mind flayers are not opposed to devouring the brains of larger creatures such as giants or even dragons, humanoids tend to be far more numerous and generally pose less of a threat than their alternatives. The brains of their victims not only provide them the necessary nutrition to sustain their psionics but also allows the illithid to consume the memories and personality of their victim, which is the most enjoyable part of the meal for the mind flayer. Illithids also have been known to simply harvest brains instead of devouring them, using them for terrifying experiments to create creatures such as the intellect devourer or even brain golems.
Battle Tactics
Thanks to their psionic abilities, illithids are able to control the minds of a legion of thralls consisting of nearly any creature they manage to capture. Their most common minions tend to be kuo-toa, troglodytes, quaggoths, and various humanoids native to the Underdark. In combat, illithids prefer to use their telepathy to silently command their minions to engage any threat. Thanks to their collective hive mind, their minions are able to battle with incredible efficiency and coordination. Generally, illithids will avoid direct combat as they prefer to use their minions to distract the enemy and to protect them from harm.
Psionic Skirmishers
While their minions are busy harassing their foes, the mind flayer relies heavily on skirmisher tactics. Thanks to their keen intellect, they are able to quickly access the mental aptitude of their opponent and will focus their psionic abilities to incapacitate those creatures. Once incapacitated, the mind flayer and their pets will have ample time to devour and extract the brain while their minions weaken stronger opponents enough for the mind flayer to finish it off.
Elder Brain Devotion
Only when defending the elder brain will the illithid throw aside any sense of self-preservation. When the center of their hive mind is in danger, the mind flayer will do all in its power to repel their opponent. Many mind flayers have been known to completely sacrifice their life to merge into the elder brain in an attempt to heals its wounds.
Illithid Hierarchy
Illithid society consists of many different creatures, each with their own unique purpose or role within their telepathic network.
Intellect Devourers
Intellect devours are tiny monstrosities than resemble a brain with a set of four tendril-like claws. These abominations are the result of mind flayer experiments that are able to animate the living brain of a creature. Intellect devourers have the unique ability devour the minds of their victim and then implant itself with their body, taking full control of them. Because of this, many mind flayers keep a small pack of intellect devourers at their disposal to lure more victims to the mind flayer's domain or as scouts to explore the surface world.
Intellect Possessors
Intellect possessors are been variant of intellect devourers that patrol illithid colonies in swarms. Unlike their terrestrial relative, the purpose of the intellect possessor is to incapacitate intruders to leave them vulnerable for the mind flayer to extract their brain. The primary tactic these creatures use latch onto their victim's heads using their slimy tentacles and then begin slowly draining their opponent's mind. Once attached, it is extremely hard and dangerous to remove these pests as they can merge with their victim's nervous system to share any pain it receives with its host. Because of their abilities, intellect possessors are ideal sentinels as their swarms can leave the borders of an illithid colonies littered with comatose creatures whose minds have been siphoned. Mind flayers have also been known to deploy these creatures in large swarms right before an invasion to incapacitate as many opponents as possible.
Intellect Extractors
Intellect extractors are heavily armored variants of an intellect devourer that is encased in a psionic-controlled suit of armor. These spider-like constructs mainly serve as soldiers or guards for illithid colonies, especially if the colony does not have many enthralled creatures at their disposal. Thanks to their mechanized armor, intellect extractors possess powerful claws that allow them to quickly extract the brains of an incapacitated creature. In fact, it is not uncommon to see groups of intellect extractors ferrying a collection of recently retrieved brains back to masters.
Brain Golems
Brain golems are the largest variant of intellect devourers. These titans can stand up to nearly 12 feet tall and resemble writhing masses of gray matter and brain tissue. These golems can be crafted in a variety of ways. The most common method is through the collection and fusion of numerous brains or acquiring the brain of a large enough creature. Others are directly spawned by the elder brain itself as a self-defense mechanism or to aid the illithid colony in a rather daunting task. Due to their incredible psionic power, brain golems are able to serve as a minor telepathic hub which can prove to be quite useful for illithids far away from the elder brain itself.
Neomites
Neomites are the result in a divergence in the reproductive cycle of a mind flayer tadpole, typically if an elder brain is killed. As they are no longer utilized as food or implanted into a donor brain, these tadpoles are able to grow to the size of small dogs. Despite their small size, they are extremely ravenous and feral creatures driven by their hunger for the minds of living creatures. Neomites prowl the tunnels of the Underdark in search for sentient prey and are especially attracted to the psionic hubs generated by an illithid colony. Due to their mutations, they are able to absorb all forms of psychic attack using it instead to heal their wounds. These creatures produce a unique corrosive acid that is able to quickly dissolve the brain and nervous system of their prey making it extremely easy for them to devour their prey's brain in a single bite.
Neomorphs
Neomorphs are a much larger and more evolved variant of the neomite. These creatures loosely resemble the form of an illithid. However, their mouth tendrils have evolved into a flower-like maw lined with teeth that allows them to latch onto their prey's face with ease. They also have the ability to spit orbs of neurotoxic acid that slowly eats away at one's nervous system from simple contact to their skin.
Neomongers
Neomongers are terrible abominations of a fully grown and fully fed neomorph due to the amount of psionic energy it has absorbed. Although these creatures possess similar abilities to their lesser kin, their enhanced adaptations grant them the strange ability to siphon one's intelligence by simply gazing into its eyes.
Neothelids
Neothelids are the largest and most dangerous of all tadpole mutations. Thankfully these creatures are somewhat rare as they are only formed when an illithid tadpoles devours all other tadpoles within a colony. However, once fully grown, there is little stopping these nightmarish aberrations. Driven by their desire to feed, neothelids storm through the Underdark, attacking any hub of sentient creatures. To make matters worse, their presence seems to attract other mutations such as neomites and neomorphs who seek to scavenge off the carnage left in its wake. Mind flayers possess a special hatred for these creatures and will dedicate all resources at their disposal to destroy the threat. In fact, illithids have even been known to make truces or temporary alliance with other civilizations in the Underdark, specifically to destroy these abominations.
Mind Flayer Hivewardens
Despite their limited physical strength and durability, mind flayers have mastered the art of psionics. Thanks to their highly advanced mind, they are able to surpass the arcane limits of many humanoids and are capable of conjuring multiple psionic spells at a time. As a result, mind flayers prefer to use skirmisher tactics far from the front lines using their spells to debilitate and weaken enemies from afar. Despite their resilience on psionics, mind flayers can prove to be quite imposing in melee combat as they are able to use their mouth tendrils with surprising speed and power to bind and stun those who foolishly approach them.
Mind flayer Mindhulk
Illithid mindhulks are those who have learned to master their psionic potential to amplify their physical strength and endurance. Due to their psionic enhancements, these hulking mind flayers rival the size of ogres and are able to bind their opponents with their thick tendrils. Unlike the rest of their kind, mindhulks are not afraid to engage in the heat of combat. Thanks to their aura of psychic energy, they are able to deflect all manner of attacks while sending their opponents flying through telekinetic bursts.
Mind flayer Undine
Illithid undine have learned to use their psionic potential to warp and distort their bodies. With a single thought, they are able to cause their form to resemble any creature they have seen and even reduce themselves to an amorphous slime to slip through even the smallest of openings. Because of their strange powers, mind flayer undines often serve as spies and scouts seeking out information about territories beyond the elder brain's reach.
Mind flayer Psion
Mind flayer psions are those who have devoted themselves to understanding the secrets of their psionic abilities. Although all mind flayers have quite skilled with psionics, psions far surpass their peers using their abilities to shatter the minds of even creatures traditionally immune to their abilities. They also have the unique ability to extract knowledge from the brains of those they devour. As a result, mind flayer psions have access to a vast reservoir of knowledge as they know every secret, discovery, or memory of each of their victims
Mind flayer Arcanist
Mind flayer arcanists are an anomaly and taboo within any illithid colony. Mind flayers despise the use of arcane magic and will automatically shun and exile those who practice these forbidden arts. Because of this, mind flayer arcanists are typically found in small colonies, typically those without an elder brain. These exiled illithids do not view their exile as a punishment but rather a chance for freedom wherein they can forge their own destinies not one controlled by an elder brain.
Ulitharid
Ulitharids are the result of the very rare occasion where an elder brain's tadpole is able to transform to an advanced form of a mind flayer. Ulitharids can be easily distinguished from the rest of their kin due to their large stature, superior intelligence, and six elongated tendrils instead of the four sported by illithids. Mind flayers generally revere the ulitharid with the same reverence as the elder brain and often consider them to be a proxy or figurehead of the elder brain's will.
However, the ulitharid's role in a colony is ultimately dependent on the elder brain. Some elder brain welcomes these entities as its chief servant or attendant while other immediately exile or banish them in fear of it becoming a potential rival.
Elder Brain
Elder brains are considered to be the ultimate achievement of mind flayer ascension. Elder brains resemble colossal brains the size of a small house that resides in an immense pool of brine. Unfortunately, their form requires that they remain untouched within their brine pool as their body will rapidly deteriorate without special protection. Despite their relative immobility, elder brains are incredibly intelligent and has the ability to infiltrate the minds of any nearby creatures, twisting its thought and desires to align with the elder brain's goals. Because of its immobility, the elder brain relies on its hive mind to control mind flayers that it merely views at extensions of its own will. Their sole purpose is to acquire more minds to feed the mind flayer as well as furthering its goals. Whenever a mind flayer dies or is no longer useful to the elder brain, it will use simply reabsorb the individual's mind back into the collective. Despite this enthralling servitude, mind flayers believe that this assimilation is their true destiny, akin to the concept of an afterlife for many humanoids.
Intellect Devourer
Tiny Aberration, chaotic evil
- Armor Class 15 (Natural Armor)
- Hit Points 21(6d4+6)
- Speed 40ft., climb 40ft.
STR DEX CON INT WIS CHA 4 (-3) 16 (+3) 14 (+2) 12 (+1) 16 (+3) 20 (+5)
- Skills Perception +5
- Damage Resistances bludgeoning, piercing, and slashing damage from non-magical attacks
- Condition Immunities blinded
- Senses blindsight 120ft., passive Perception 15
- Languages understands Deep Speech but can't speak, telepathy 120ft.
- Proficiency Bonus +2
- Challenge 3(700 xp)
Creature Sense The intellect devourer can sense the presence and location of any creature within 300ft. of it if that creature at least has an Intelligence of 3 or higher, regardless of barriers, unless the creature is protected by a Mind Blank spell. It can also determine the Intelligence score of a creature it detects.
Mind Eater When the intellect devourer takes psychic damage, it takes no damage and regains a number of hitpoints equal to the psychic damage dealt.
Magic Resistance The intellect devourer has advantage on saving throws against spells and other magical effects.
Actions
Multiattack The intellect devourer can make two attack with its claws
Claws Melee Weapon Attack: +5 to hit, 5ft., one target. Hit: 8(1d6+3) slashing damage
Drain Intellect One creature within 30ft. of the intellect devourer with a Intelligence score of at least 3 must succeed a DC 13 Intelligence saving throw. On a failed saving throw, the target takes 18(4d8) psychic damage and the intellect devourer regains a number of hitpoints equal to the psychic damage and the intellect devourer discerns the target's surface emotions and thoughts. The target's Intelligence score is also reduced by 4(1d8). If this reduction reduces a creature's Intelligence to 0, it is incapacitated until it regains at least 1 Intelligence. This reduction can be removed using Greater Restoration.
Body Snatch The intellect devourer chooses one incapacitated creature within 5 feet of it and engages it in a contest of Intelligence. The intellect devourer overpowers the creature’s mental defenses if it beats the target on a contested Intelligence check. The intellect devourer magically consumes the creature’s brain and teleports into its skull, taking full control of the target’s body. While inside the creature’s skull, the intellect devourer has total cover against attacks and other effects outside of the host. The intellect devourer retains its Intelligence, Wisdom, and Charisma scores, as well as its comprehension of language, its telepathy, and its traits. Otherwise, it inherits the target’s statistics, memories and knowledge, including spells and languages. If the host body drops to 0 hit points, the intellect devourer must leave the host. It can also be magically forced from the host’s body by means of a protection from evil and good spell being cast on the host. If the host’s devoured brain is restored (only possibly with a wish spell), the intellect devourer is forced out of the host. The intellect devourer can choose to leave the host at any time by spending 5 feet of its movement and then teleporting to an unoccupied space within 15 feet of the target. Unless its brain is restored within 1 round, the body dies.
Intellect Possessor
Tiny Aberration, chaotic evil
- Armor Class 15 (Natural Armor)
- Hit Points 21(6d4+6)
- Speed 30ft., fly 60ft.
STR DEX CON INT WIS CHA 6 (-2) 19 (+4) 12 (+1) 12 (+1) 16 (+3) 20 (+5)
- Skills Perception +5
- Damage Resistances bludgeoning, piercing, and slashing damage from non-magical attacks
- Condition Immunities blinded
- Senses blindsight 120ft., passive Perception 15
- Languages understands Deep Speech but can't speak, telepathy 120ft.
- Proficiency Bonus +2
- Challenge 3(700 xp)
Creature Sense The intellect possessor can sense the presence and location of any creature within 300ft. of it if that creature at least has an Intelligence of 3 or higher, regardless of barriers, unless the creature is protected by a Mind Blank spell. It can also determine the Intelligence score of a creature it detects.
Damage Transfer While grappling a creature, the intellect possessor takes only half the damage dealt to it (rounded down) and that creature takes the other half.
Flyby The intellect possessor can fly outside a creature's reach without provoking attacks of opportunity.
Mind Eater When the intellect possessor takes psychic damage, it takes no damage and regains a number of hitpoints equal to the psychic damage dealt.
Magic Resistance The intellect possessor has advantage on saving throws against spells and other magical effects.
Actions
Tentacles Melee Weapon Attack: +5 to hit, 5ft., one target. Hit: 8(2d4+3) bludgeoning damage and a Medium or smaller target is grappled (escape DC 11). Until the grapple ends,the target is considered blinded and takes 9(2d8) psychic damage at the start of each of its turns. The intellect possessor cannot grapple two creatures at a time.
Drain Intellect One creature grappled by intellect possessor must succeed a DC 13 Intelligence saving throw. On a failed saving throw, the target takes 18(4d8) psychic damage and the Intellect possessor regains a number of hitpoints equal to the psychic damage and the intellect possessor discerns the target's surface emotions and thoughts. The target's Intelligence score is also reduced by 4(1d8). If this reduction reduces a creature's Intelligence to 0, it is incapacitated until it regains at least 1 Intelligence. This reduction can be removed using Greater Restoration.
Intellect Extractor
Small Aberration, chaotic evil
- Armor Class 15 (Natural Armor)
- Hit Points 78(12d6+36)
- Speed 30ft., climb 30ft.
STR DEX CON INT WIS CHA 16 (+3) 14 (+2) 17 (+3) 17 (+3) 16 (+3) 10 (+0)
- Skills Perception +6
- Damage Resistances bludgeoning, piercing, and slashing damage from non-magical attacks
- Condition Immunities blinded
- Senses blindsight 120ft., passive Perception 16
- Languages understands Deep Speech but can't speak, telepathy 120ft.
- Proficiency Bonus +3
- Challenge 5(1800 xp)
Mind Eater When the intellect extractor takes psychic damage, it takes no damage and regains a number of hitpoints equal to the psychic damage dealt.
Creature Sense The intellect extractor can sense the presence and location of any creature within 300ft. of it if that creature at least has an Intelligence of 3 or higher, regardless of barriers, unless the creature is protected by a Mind Blank spell. It can also determine the Intelligence score of a creature it detects.
Magic Resistance The intellect extractor has advantage on saving throws against spells and other magical effects.
Spider Climb The intellect extractor can climb difficult surfaces without needing to make an ability check.
Actions
Multiattack. The intellect extractor can use its Extract Mind and make two attacks with its claws.
Extract Mind One creature within 30ft of the Intellect Extractor must succeed a DC 14 Intelligence saving throw. On a failed saving throw, the target takes 18(4d8) psychic damage and the Intellect extractor regains a number of hitpoints equal to the psychic damage and the intellect extractor discerns the target's surface emotions and thoughts. The target's Intelligence score is also reduced by 4(1d8). If this reduction reduces a creature's Intelligence to 0, it is incapacitated until it regains at least 1 Intelligence. This reduction can be removed using Greater Restoration.
Claw Melee Weapon Attack: +6 to hit, 5ft., one target. Hit: 13(4d4+3) piercing damage.
Extract Brain Melee Weapon Attack: +6 to hit, 5ft., one incapacitated creature grappled by the intellect extractor. Hit: The target takes 30(12d4) piercing damage. If this damage reduces a target to 0 hitpoints, that creature is killed as the intellect extractor removes the targets brain.
Psionic Lance (recharge 5-6) Creatures in a 30ft. long and 5ft. wide line must succeed a DC 14 Wisdom saving throw. On a failed saving throw, the target takes 27 (6d8) psychic damage and is stunned for 1 minute. Stunned creatures can repeat its saving throw at the end of each of its turns until the end of its next turn.
Reactions
Psionic Jolt When a creature within 30ft. of the intellect extractor damages it, it can force the attacker to make a DC 14 Wisdom saving throw or become stunned until the end of its next turn.
Brain Golem
Large Aberration, chaotic evil
- Armor Class 16 (Natural Armor)
- Hit Points 142(15d10+60)
- Speed 30ft.
STR DEX CON INT WIS CHA 21 (+5) 9 (-1) 18 (+4) 17 (+3) 16 (+3) 15 (+2)
- Skills Perception +7
- Damage Resistances bludgeoning, piercing, and slashing damage from non-magical attacks
- Condition Immunities blinded
- Senses blindsight 120ft., passive Perception 16
- Languages understands Deep Speech but can't speak, telepathy 120ft.
- Proficiency Bonus +4
- Challenge 10(5900 xp)
Creature Sense The brain golem can sense the presence and location of any creature within 300ft. of it if that creature at least has an Intelligence of 3 or higher, regardless of barriers, unless the creature is protected by a Mind Blank spell. It can also determine the Intelligence score of a creature it detects.
Magic Resistance The brain golem has advantage on saving throws against spells and other magical effects.
Mind Breaker Creatures have disadvantage on saving throws to maintain concentration when it takes damage from the brain golem.
Mind Eater When the brain golem takes psychic damage, it takes no damage and regains a number of hitpoints equal to the psychic damage dealt.
Psionic Overload Whenever the brain golem takes damage, all creatures within 5ft. of the brain golem takes 9(2d8) psychic damage
Spider Climb The brain golem can climb difficult surfaces without needing to make an ability check.
Telepathic Hub The brain golem can use its telepathy to initiate and maintain telepathic conversations with up to 10 creatures at a time. The brain golem can let those creature's telepathically hear each other while connected in this way.
Actions
Multiattack. The brain golem can make two attacks with its Psionic Slam
Psionic Slam Melee Weapon Attack: +9 to hit, 5ft., one target. Hit: 14(2d8+5) bludgeoning damage +9(2d8) psychic damage.
Psionic Explosion(recharge 5-6) Creatures in a 30ft. radius around the brain golem must succeed a DC 15 Wisdom saving throw. On a failed saving throw, the target takes 36(8d8) psychic damage and is stunned for one minute. On a successful saving throw, the target takes half damage and is otherwise unaffected.
Stunned creatures can repeat its saving throw at the end of each of its turns, ending the effect on a success.
Merge The brain golem can sacrifice its life force to merge its body back into the elder brain. Upon using this feature, the brain golem is reduced to 0 hitpoints and immediately destroyed granting 60 hitpoints to the elder brain.
Bonus Action
Absorb Brain The brain golem can remove the brain from a creature that it has killed and absorb its brain into its form. The brain golem regains 30 hitpoints and the brain golem gains the target's surface emotions and thoughts.
Neomites
Tiny Aberration, chaotic evil
- Armor Class 14 (Natural Armor)
- Hit Points 22(4d4+12)
- Speed 30ft., climb 30ft.
STR DEX CON INT WIS CHA 7 (-2) 17(+3) 16 (+3) 3 (-4) 16 (+3) 12 (+1)
- Skills Stealth +5, Perception +5
- Condition Immunities blinded
- Senses blindsight 120ft.,passive Perception 15
- Languages None
- Proficiency Bonus +2
- Challenge 1(200 xp)
Creature Sense The neomite is aware of the presence of creatures within 1 mile of it that have an Intelligence score or 3 or higher. It knows 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, a Nondetection spell, or similar magic can't be perceived in this manner. It can also determine the Intelligence score of a creature it detects.
Hunger for Intellect When the neomite makes the attack action against a creature with an Intelligence score higher than the neomite, it can make an additional bite attack as part of its action.
Magic Resistance The neomite has advantage on saving throws against spells and other magical effects.
Mind Eater When the neomite takes psychic damage, it takes no damage and regains a number of hitpoints equal to the psychic damage dealt.
Pack Tactics The neomite has advantage on an attack roll against a creature if at least one of the neomite's allies is within 5 ft. of the creature and the ally isn't Incapacitated.
Spider Climb The neomite can climb difficult surfaces without needing to make an ability check.
Innate spellcasting
The neomite’s innate spellcasting ability is Wisdom (spell save DC 15, +5 to hit with spell attacks). It can innately cast the following spells requiring no components:
- At Will Detect Thoughts
Actions
Bite Melee Weapon Attack: +5 to hit, 5ft., one target. Hit: 8(1d10+3) piercing damage + 5(2d4) acid damage. If this attack reduces a creature to 0 hitpoints, it is immediately killed as the neomite devours the brain and regains 10 hitpoints.
Neomorph
Medium Aberration, chaotic evil
- Armor Class 14 (Natural Armor)
- Hit Points 85(10d10+30)
- Speed 30ft., climb 30ft.
STR DEX CON INT WIS CHA 17 (+3) 12 (+1) 16 (+3) 3 (-4) 16 (+3) 12 (+1)
- Saving Throws Wis +6, Cha +4
- Skills Stealth +4, Perception +6
- Condition Immunities blinded
- Senses blindsight 120ft.,passive Perception 15
- Languages None
- Proficiency Bonus +3
- Challenge 6 (2300 xp)
Creature Sense The neomorph is aware of the presence of creatures within 1 mile of it that have an Intelligence score or 3 or higher. It knows 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, a Nondetection spell, or similar magic can't be perceived in this manner.
Hunger for Intellect When the neomorph makes the attack action against a creature with an Intelligence score higher than the neomorph, it can deal a critical hit on a 18-20.
Magic Resistance The neomorph has advantage on saving throws against spells and other magical effects.
Mind Eater When the neomorph takes psychic damage, it takes no damage and regains a number of hitpoints equal to the psychic damage dealt.
Spider Climb The neomorph can climb difficult surfaces without needing to make an ability check.
Innate spellcasting
The neomorph’s innate spellcasting ability is Wisdom (spell save DC 15, +5 to hit with spell attacks). It can innately cast the following spells requiring no components:
- At Will Detect Thoughts, Levitate
- 1 day/each Confusion, Telekinesis
Actions
Multiattack. The neomorph can make a bite and two claw attacks.
Bite Melee Weapon Attack: +6 to hit, 5ft., one target. Hit: 14(2d10+3) piercing damage + 5(2d4) acid damage. If this damage reduces a target to 0 hitpoints, that creature is killed as the neomorph devours the brain and regains 20 hitpoints.
Tentacles Melee Weapon Attack: +6 to hit, 5ft., one target. Hit: 7(1d8+3) slashing damage +9(2d8) psychic damage.
Acid Spit Creatures in a 10ft. radius around a spot that it can see within 60ft. of the neomorph must succeed a DC 13 Dexterity saving throw. On a failed saving throw, the target takes 15 (6d4) acid damage and are coated in acid. On a successful saving throw, creatures only take half as much on a successful saving throw. Creatures coated in acid takes 9(2d8) psychic at the start of each of its turns for one minute. Coated creatures must use its action to remove this acid from their form.
Bonus Actions
Aggressive The neomorph can use its bonus action to move up to its movement speed towards a hostile creature it can see within range.
Reactions
Psionic Revitalization Immediately when the neomorph's Mind Eater trait triggers, the neomorph can move up to twice its movement speed without provoking opportunity attacks and can make one bite attack against a target of its choice
Neomonger
Large Aberration, chaotic evil
- Armor Class 16 (Natural Armor)
- Hit Points 152(15d10+75)
- Speed 30ft., climb 30ft.
STR DEX CON INT WIS CHA 21 (+5) 12 (+1) 21 (+5) 3 (-4) 16 (+3) 12 (+1)
- Saving Throws Wis +7, Cha +5
- Skills Perception +7
- Condition Immunities blinded
- Senses blindsight 120ft.,passive Perception 17
- Languages None
- Proficiency Bonus +4
- Challenge 11(7200 xp)
Creature Sense The neomonger is aware of the presence of creatures within 1 mile of it that have an Intelligence score or 3 or higher. It knows 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, a Nondetection spell, or similar magic can't be perceived in this manner. It can also determine the Intelligence score of a creature it detects.
Hunger for Intellect When the neomonger makes the Attack action against a creature with an Intelligence score higher than the neomonger, it can make one additional bite attack against that creature.
Psionic Draining If a creatures starts its turn within 30ft. of the neomonger and the two of them can see each other, the neomonger can force that creature to make a DC 17 Intelligence saving throw. On a failed saving throw, the target is considered stunned until the end of its next turn and its Intelligence score is reduced by 4(1d8). If this reduction reduces a creature's Intelligence to 0, it is incapacitated until it regains at least 1 Intelligence. This reduction can be removed using Greater Restoration.
Magic Resistance The neomonger has advantage on saving throws against spells and other magical effects.
Mind Eater When the neomonger takes psychic damage, it takes no damage and regains a number of hitpoints equal to the psychic damage dealt.
Spider Climb The neomonger can climb difficult surfaces without needing to make an ability check.
Innate spellcasting
The neomongers’s innate spellcasting ability is Wisdom (spell save DC 15, +7 to hit with spell attacks). It can innately cast the following spells requiring no components:
- At Will Detect Thoughts, Levitate
- 1 day/each Confusion, Telekinesis
Actions
Multiattack. The neomonger can make a bite attack and two claw attacks.
Bite Melee Weapon Attack: +9 to hit, 5ft., one target. Hit: 27(4d10+5) piercing damage + 10(4d4) acid damage. If this damage reduces a target to 0 hitpoints, that creature is killed as the neomonger devours the brain and regains 30 hitpoints.
Claw Melee Weapon Attack: +9 to hit, 5ft., one target. Hit: 13(4d4+3) bludgeoning damage and a Large or smaller creature is grappled(escape DC 17). The neomonger can only grapple two creatures at a time and cannot make a bite attack against another target for the duration of the grapple
Acid Spit Creatures in a 10ft. radius around a spot that it can see within 60ft. of the neomorph must succeed a DC 17 Dexterity saving throw. On a failed saving throw, the target takes 20 (8d4) acid damage and half as much on a successful saving throw.
Bonus Actions
Voracious The neomonger can use its bonus action to make a bite attack against a creature that is grappled by it.
Reactions
Psionic Revitalization Immediately when the neomorph's Mind Eater trait triggers, the neomorph can move up to twice its movement speed without provoking opportunity attacks and can make one bite attack against a target of its choice
Neothelid
Medium Aberration, chaotic evil
- Armor Class 16 (Natural Armor)
- Hit Points 310(20d20+100)
- Speed 30ft., burrow 30ft., climb 30ft.
STR DEX CON INT WIS CHA 27 (+8) 12 (+1) 21 (+5) 3 (-4) 16 (+3) 12 (+1)
- Saving Throws Con +11, Wis +9, Cha +7
- Skills Perception +9
- Condition Immunities blinded
- Senses blindsight 120ft.,passive Perception 19
- Languages None
- **Proficiency Bonus +6
- Challenge 18(20000 xp)
Creature Sense The neothelid is aware of the presence of creatures within 1 mile of it that have an Intelligence score or 3 or higher. It knows 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, a Nondetection spell, or similar magic can't be perceived in this manner. It can also determine the Intelligence score of a creature it detects.
Disruptive Presence When a creature under a telepathic link enters within 120ft. of the neothelid for the first time on a turn or starts its turn in range takes 27(6d8) psychic damage and cannot benefit from its telepathy while in this area.
Hunger for Intellect When the neolithid makes the attack action against a creature with an Intelligence score higher than the neothelid, it can deal a critical hit on a 18-20.
Magic Resistance The neothelid has advantage on saving throws against spells and other magical effects.
Mind Eater When the neothelid takes psychic damage, it takes no damage and regains a number of hitpoints equal to the psychic damage dealt.
Siege Monster The neothelid can deal double damage to buildings and objects
Spider Climb The neothelid can climb difficult surfaces without needing to make an ability check.
Tunneler The neothelid can burrow through solid earth leaving a 10ft. radius tunnel in its wake.
Innate Spellcasting
- At Will Detect Thoughts, Levitate
- 3 day/each Confusion, Telekinesis
- 1 day/each Feeblemind
Actions
Multiattack. The neothelid can an attack with its tentacles and one with its tail.
Tentacles Melee Weapon Attack: +14 to hit, 15ft., one target. Hit: 22(4d6+8) bludgeoning damage + 27(6d8) psychic damage. If the target is a Large or smaller creature, it must succeed on a DC 22 Strength saving throw or be swallowed by the neothelid. A swallowed creature is blinded and restrained, it has total cover against attacks and other effects outside the neothelid, and it takes 30 (12d4) acid damage at the start of each of the neothelid’s turns. If the neothelid takes damage from a swallowed creature, it must make a Constitution saving thrown at the end of its turn equal to half the total damage dealt in a single turn(minimum of 10). On a failed saving throw, the neothelid regurgitates all swallowed creatures, which fall prone in a space within 10 feet of the neothelid. If the neothelid dies, a swallowed creature is no longer restrained by it and can escape from the corpse by using 20 feet of movement, exiting prone.
Tail Melee Weapon Attack: +14 to hit, 15ft., one target. Hit: 30(4d10+8) bludgeoning damage. On a hit, the target is grappled (escape DC 22) Until this grapple ends, the creature is restrained, and the neothelid cannot restrain another target. While restrained in this manner, creatures take 22(4d10) bludgeoning damage at the start of each of its turns.
Acidic Bile(Recharge 5-6) Creatures in a 120ft. cone must succeed a DC 19 Dexterity saving throw. On a failed saving throw, creatures take 60 (24d4) acid damage and are coated in acid. O a successful saving throw, creatures take half damage and are not coated. Coated creatures take 27(6d8) psychic damage at the start of each of its turns unless it uses an action to remove the slime from their body. If this attack reduces a creature to 0 hitpoints, the creature is immediately killed as its body dissolves to ooze, only leaving a brain.
Reactions
Psionic Hunger Immediately when the neothelid's Mind Eater trait triggers, the neothelid can make a tentacle attack against any target within range of it.
Mind Flayer Hivewarden
Medium Aberration, lawful evil
- Armor Class 15 (Psionic Armor)
- Hit Points 82(15d8+15)
- Speed 30ft.
STR DEX CON INT WIS CHA 11 (+0) 12 (+1) 12 (+1) 19 (+4) 17 (+3) 17 (+3)
- Saving Throws Int +7, Wis +6, Cha +6
- Skills Arcana +7, Deception +6, Insight +6, Perception +6, Persuasion +6, Stealth +4
- Damage Resistances Psychic
- Senses darkvision 60ft., passive Perception 16, blindsight 120ft.
- Languages Deep Speech, Undercommon, Telepathy 120ft.
- Proficiency Bonus +3
- Challenge 8 (3900 xp)
Hive Mind The mind flayer has advantage on saving throws against being charmed or frightened. When the mind flayer takes damage, all other mind flayers within 120ft. of it can sense its pain.
Magic Resistance The mind flayer has advantage on saving throws against spells and magical effects.
Mental Insight The mind flayer can can determine the Intelligence score of a creature it can see.
Psionic Mastery The mind flayer can concentrate on two spells at a time. If the mind flayer loses concentration, both spell effects immediately ends.
Innate Spellcasting The mind flayer is an 15th-level spellcaster. Its spellcasting ability is Intelligence (spell save DC 15, +7 to hit with spell attacks). The mind flayer spells prepared and can innately cast the following spells, requiring no components:
Cantrips Mage Hand, Message, Mind Sliver
1st level (4 slots) Charm Person, Dissonant Whispers
2nd level (3 slots) Crown of Madness, Detect Thoughts, Hold Person, Levitate, Suggestion
3rd Level (3 slots) Hypnotic Pattern, Pulse Wave, Summon Aberration
4th Level (3 slots) Confusion Dimension Door
5th Level (2 slots) Dominate Person, Hold Monster, Rary's Telekinetic Bond, Telekinesis, Wall of Force
6th Level Spells (1 slot) Mass Suggestion, Synaptic Static
7th Level Spells (1 slot) Plane Shift
Actions
Psionic Tentacles. Melee Weapon Attack: +7 to hit, 5ft., one creature. Hit: 17(3d8+4) psychic damage. If the target is medium and smaller, it is grappled (escape DC 15) and must succeed a DC 15 Intelligence saving throw. On a failed saving throw, the target is stunned until the grapple ends.
Disorienting Blast Ranged Weapon Attack: +7 to hit, 120ft., one creature. Hit: 31(6d8+4) psychic damage. On a hit, the target suffers disadvantage on saving throws until the end of its next turn
Extract Brain Melee Weapon Attack: +7 to hit, 5ft., one incapacitated creature grappled by the mind flayer. Hit: The target takes 33(6d10) piercing damage. If this damage reduces a target to 0 hitpoints, that creature is killed as the mind flayer extracts the targets brain and devours it. Upon devouring a creature's brain in this manner, the mind flayer regains 30 hitpoints
Mind Blast(Recharge 5-6) The mind flayer emits a blast of psychic energy in a 60ft. cone. Each creature in the area must succeed a DC 15 Intelligence saving throw or take up to 27(6d8) psychic damage and be stunned for one minute. Stunned creatures can repeat the saving throw at the end of each of its turns, ending the effect on a success.
Reactions
Psionic Shield When the mind flayer takes damage, it can choose to reduce the damage taken by 13(3d8).
Mind Flayer Mindhulk
Large Aberration, lawful evil
- Armor Class 18 (Psionic Hide)
- Hit Points 142(15d10+60)
- Speed 30ft.
STR DEX CON INT WIS CHA 19 (+4) 12 (+1) 19 (+4) 19 (+4) 17 (+3) 17 (+3)
- Saving Throws Str +7, Con +7, Int +7, Wis +6, Cha +6
- Skills Arcana +7, Athletics +7, Perception +6, Stealth +4
- Damage Resistances Psychic
- Senses darkvision 60ft., passive Perception 16, blindsight 120ft.
- Languages Deep Speech, Undercommon, Telepathy 120ft.
- Proficiency Bonus +3
- Challenge 8(3900 xp)
Hive Mind The mind flayer has advantage on saving throws against being charmed or frightened. When the mind flayer takes damage, all other mind flayers within 120ft. of it can sense its pain.
Magical Attacks The mind flayer's attacks counts as magical for the purpose of overcoming resistance.
Magic Resistance The mind flayer has advantage on saving throws against spells and magical effects.
Psionic Mastery The mind flayer can concentrate on two spells at a time. If the mind flayer loses concentration, both spell effects immediately ends.
Psionic Shielding At the start of each of its turns, the mind flayer gains 20 temporary hitpoints as long as it has one hitpoint and is not incapacitated.
Psionic Might Once on each of its turns when the mind flayer makes a melee attack, it can deal an additional 14(3d8) psychic damage.
Siege Monster The mind flayer deals double damage to buildings and objects.
Actions
Multiattack. The mind flayer can make two attacks with its Psionic Tentacles
Psionic Tentacles. Melee Weapon Attack: +7 to hit, 10ft., one creature. Hit: 18(4d6+4) bludgeoning damage + 9(2d8) psychic damage. If the target is Medium and smaller, it is grappled and restrained (escape DC 16). The mind flayer can only grapple two creatures at a time in this manner and cannot make a psionic tentacle attack against another target for the duration
Extract Brain Melee Weapon Attack: +7 to hit, 5ft., one incapacitated creature grappled by the mind flayer. Hit: The target takes 66(12d10) piercing damage. If this damage reduces a target to 0 hitpoints, that creature is killed as the mind flayer extracts the targets brain and devours it. Upon devouring a creature's brain in this manner, the mind flayer regains 30 hitpoints
Mind Blast(Recharge 5-6) The mind flayer emits a blast of psychic energy in a 30ft. radius around it. Each creature in the area must succeed a DC 15 Intelligence saving throw or take up to 27(6d8) psychic damage and be stunned for one minute. Stunned creatures can repeat the saving throw at the end of each of its turns, ending the effect on a success.
Bonus Actions
Psionic Overload. All creatures grappled by the mind flayer must succeed a DC 15 Intelligence saving throw. On a failed saving throw, the target is stunned until the grapple ends.
Reactions
Psionic Repulsion When a creature hits the mind flayer with a melee attack while within 10ft. of it, all creatures within 10ft. of the mind flayer must succeed a DC 15 Strength saving throw or be pushed back 10ft. and knocked prone.
Mind Flayer Undine
Medium Aberration, lawful evil
- Armor Class 18 (Psionic Hide)
- Hit Points 82(15d10+15)
- Speed 30ft.
STR DEX CON INT WIS CHA 11 (+0) 19 (+4) 12 (+1) 19 (+4) 17 (+3) 17 (+3)
- Saving Throws Dex +7, Int +7, Wis +6, Cha +6
- Skills Arcana +7, Acrobatics +7, Perception +6, Sleight of Hand +7,Stealth +7
- Damage Resistances Psychic
- Senses darkvision 60ft., passive Perception 16, blindsight 120ft.
- Languages Deep Speech, Undercommon, Telepathy 120ft.
- Proficiency Bonus +3
- Challenge 8(3900 xp)
Amorphous Form The mind flayer can move through a space as narrow as one inch without squeezing.
Hive Mind The mind flayer has advantage on saving throws against being charmed or frightened. When the mind flayer takes damage, all other mind flayers within 120ft. of it can sense its pain.
Magic Resistance The mind flayer has advantage on saving throws against spells and magical effects.
The mind flayer can concentrate on two spells at a time. If the mind flayer loses concentration, both spell effects immediately ends.
Regeneration At the start of each of its turns, the mind flayer can regain 10 hitpoints at the start of each of its turns as long as it has at least 1 hitpoint.
Spider Climb The mind flayer can climb difficult surfaces, including ceilings, without needing to make an ability check
Innate Spellcasting The mind flayer is an 15th-level spellcaster. Its spellcasting ability is Intelligence (spell save DC 15, +7 to hit with spell attacks). The mind flayer spells prepared and can innately cast the following spells, requiring no components:
- Cantrips Mage Hand, Message, Mind Sliver
- 1st level (4 slots) Disguise Self, Dissonant Whispers, Shield
- 2nd level (3 slots) Crown of Madness, Detect Thoughts, Hold Person, Invisibility, Levitate
- 3rd Level (3 slots) Hypnotic Pattern, Pulse Wave, Summon Aberration
- 4th Level (3 slots) Confusion, Dimension Door, Greater Invisibility
- 5th Level (3 slots) Dominate Person, Hold Monster, Rary's Telekinetic Bond, Telekinesis, Wall of Force
- 6th Level Spells (1 slot) Mass Suggestion, Synaptic Static
- 7th Level Spells (1 slot) Plane Shift
Actions
Psionic Tentacles. Melee Weapon Attack: +7 to hit, 5ft., one creature. Hit: 6(1d4+4) bludgeoning damage +27(6d8) psychic damage. If the target is Medium and smaller, it is grappled (escape DC 15) and must succeed a DC 15 Intelligence saving throw. On a failed saving throw, the target is stunned until the grapple ends.
Extract Brain Melee Weapon Attack: +7 to hit, 5ft., one incapacitated creature grappled by the mind flayer. Hit: The target takes 33(6d10) piercing damage. If this damage reduces a target to 0 hitpoints, that creature is killed as the mind flayer extracts the targets brain and devours it. Upon devouring a creature's brain in this manner, the mind flayer regains 30 hitpoints
Mind Blast(Recharge 5-6) The mind flayer emits a blast of psychic energy in a 60ft. cone. Each creature in the area must succeed a DC 15 Intelligence saving throw or take up to 27(6d8) psychic damage and be stunned for one minute. Stunned creatures can repeat the saving throw at the end of each of its turns, ending the effect on a success.
Bonus Actions
Shapechanger The mind flayer can use its bonus action to polymorph into a Small or Medium creature it has seen, or back into its true form. Its statistics, other than its size, are the same in each form. Any equipment it is wearing or carrying isn’t transformed. It reverts to its true form if it dies.
Reactions
Psionic Adaptability When the mind flayer takes damage, it can grant itself resistance to that damage type until the end of its next turn.
Mind Flayer Psion
Medium Aberration, lawful evil
- Armor Class 17 (Psionic Armor)
- Hit Points 82(15d8+15)
- Speed 30ft.
STR DEX CON INT WIS CHA 11 (+0) 12 (+1) 16 (+3) 22 (+6) 20 (+5) 20 (+5)
- Saving Throws Int +9, Wis +8, Cha +8
- Skills Arcana +9, Deception +8, Insight +8, Perception +8, Persuasion +8, Stealth +4
- Damage Resistances Psychic
- Senses darkvision 60ft., passive Perception 18, blindsight 120ft.
- Languages Deep Speech, Undercommon, Telepathy 120ft.
- Proficiency Bonus +3
- Challenge 8(3900 xp)
Hive Mind The mind flayer has advantage on saving throws against being charmed or frightened. When the mind flayer takes damage, all other mind flayers within 120ft. of it can sense its pain.
Magic Resistance The mind flayer has advantage on saving throws against spells and magical effects.
Psionic Mastery The mind flayer can concentrate on two spells at a time. If the mind flayer loses concentration, both spell effects immediately ends.
Innate Spellcasting The mind flayer is an 18th-level spellcaster. Its spellcasting ability is Intelligence (spell save DC 17, +9 to hit with spell attacks). The mind flayer has the following spells prepared and can cast the following spells, requiring no components:
- Cantrips Mage Hand, Message, Mind Sliver
- 1st level (4 slots) Charm Person, Dissonant Whispers, Shield
- 2nd level (3 slots) Crown of Madness, Detect Thoughts, Hold Person, Levitate, Suggestion
- 3rd Level (3 slots) Hypnotic Pattern, Pulse Wave, Summon Aberration
- 4th Level (3 slots) Confusion Dimension Door
- 5th Level (2 slots) Dominate Person, Hold Monster, Rary's Telekinetic Bond, Telekinesis, Wall of Force
- 6th Level Spells (1 slot) Mass Suggestion, Synaptic Static
- 7th Level Spells (1 slot) Plane Shift
Actions
Psionic Tentacles. Melee Weapon Attack: +9 to hit, 5ft., one creature. Hit: 8(1d4+6) bludgeoning damage + 27(6d8) psychic damage. If the target is Medium and smaller, it is grappled (escape DC 17) and must succeed a DC 19 Intelligence saving throw. On a failed saving throw, the target is stunned until the grapple ends.
Disorienting Blast Ranged Weapon Attack: +9 to hit, 120ft., one creature. Hit: 33(6d8+6) psychic damage. On a hit, the target suffers disadvantage on saving throws until the end of its next turn
Break Concentration One creature within 60ft. of the mind flayer that is concentrating on a spell effect must succeed a DC 17 Wisdom saving throw. On a failed saving throw, the target takes 9 (2d8) psychic damage per level of the spell and the spell ends.
Extract Brain Melee Weapon Attack: +9 to hit, 5ft., one incapacitated creature grappled by the mind flayer. Hit: The target takes 33(6d10) piercing damage. If this damage reduces a target to 0 hitpoints, that creature is killed as the mind flayer extracts the targets brain and devours it.
Upon devouring a creature's brain in this manner, the mind flayer regains 30 hitpoints and gains the target's thoughts, memories, and knowledge.
Mind Blast(Recharge 5-6) The mind flayer emits a blast of psychic energy in a 60ft. cone. Each creature in the area must succeed a DC 17 Intelligence saving throw or take up to 27(6d8) psychic damage and be stunned for one minute. Stunned creatures can repeat the saving throw at the end of each of its turns, ending the effect on a success.
Bonus Actions
Psionic Warp The mind flayer can user its bonus action to teleport up to 60ft. to a spot that it can see. The mind flayer can carry any equipment or gear it is wearing or carrying. The mind flayer can also choose to teleport a creatures grappled by it as well.
Reactions
Psionic Shield When the mind flayer takes damage, it can choose to reduce the damage taken by 14(3d8).
Mind Flayer Arcanist
Medium Aberration, lawful evil
- Armor Class 17 (Psionic Armor)
- Hit Points 87(15d8+15)
- Speed 30ft.
STR DEX CON INT WIS CHA 11 (+0) 12 (+1) 16 (+3) 22 (+6) 20 (+5) 20 (+5)
- Saving Throws Int +9, Wis +8, Cha +8
- Skills Arcana +9, Deception +8, Insight +8, Perception +8, Persuasion +8, Stealth +4
- Damage Resistances Psychic
- Senses darkvision 60ft., passive Perception 18, blindsight 120ft.
- Languages Deep Speech, Undercommon, Telepathy 120ft.
- Proficiency Bonus +3
- Challenge 8(3900 xp)
Hive Mind The mind flayer has advantage on saving throws against being charmed or frightened. When the mind flayer takes damage, all other mind flayers within 120ft. of it can sense its pain.
Magic Resistance The mind flayer has advantage on saving throws against spells and magical effects.
Mental Insight The mind flayer can can determine the Intelligence score of a creature it can see.
Psionic Mastery The mind flayer can concentrate on two spells at a time. If the mind flayer loses concentration, both spell effects immediately ends.
Spellbreaker When a creatures has to make a saving throw to maintain concentration from taking damage from the mind flayer, it must make the saving throw with disadvantage.
Spell Sight The mind flayer can pinpoint the location of a magical object or effect within 120ft. of it. It can also determine whether a creature is a spellcaster or not.
Innate Spellcasting The mind flayer is an 15th-level spellcaster. Its spellcasting ability is Intelligence (spell save DC 19, +11 to hit with spell attacks). The mind flayer spells prepared and can innately cast the following spells, requiring no components:
- Cantrips Mage Hand, Message, Mind Sliver
- 1st level (4 slots) Charm Person, Magic Missile, Shield
- 2nd level (3 slots) Invisibilty, Detect Thoughts, Hold Person, Levitate
- 3rd Level (3 slots) Counterspell, Dispel Magic, Fireball, Hypnotic Pattern
- 4th Level (3 slots) Confusion, Dimension Door
- 5th Level (3 slots) Dominate Person, Hold Monster, Rary's Telekinetic Bond, Telekinesis, Wall of Force
- 6th Level Spells (2 slots) Chain Lightning, Disintegrate, Synaptic Static
- 7th Level Spells (2 slots) Teleport, Plane Shift
- 8th Level Spells (1 slot) Feeblemind
- 9th Level Spells (1 slot) Psychic Scream
Actions
Psionic Tentacles. Melee Weapon Attack: +9 to hit, 5ft., one creature. Hit: 8(1d4+6) bludgeoning damage + 27(6d8) psychic damage. If the target is Medium and smaller, it is grappled (escape DC 17) and must succeed a DC 17 Intelligence saving throw. On a failed saving throw, the target is stunned until the grapple ends.
Psionic Aether Ranged Weapon Attack: +9 to hit, 120ft., one creature. Hit: 33(6d8+6) psychic damage. If the target is concentrating on a spell effect, this attack has advantage to hit.
Extract Brain Melee Weapon Attack: +9 to hit, 5ft., one incapacitated creature grappled by the mind flayer. Hit: The target takes 33(6d10) piercing damage. If this damage reduces a target to 0 hitpoints, that creature is killed as the mind flayer extracts the targets brain and devours it.
Upon devouring a creature's brain in this manner, the mind flayer regains 30 hitpoints and regains 9 (2d8) expended spell slots.
Mind Blast(Recharge 5-6) The mind flayer emits a blast of psychic energy in a 60ft. cone. Each creature in the area must succeed a DC 17 Intelligence saving throw or take up to 27(6d8) psychic damage and be stunned for one minute. Stunned creatures can repeat the saving throw at the end of each of its turns, ending the effect on a success.
Bonus Actions
Psionic Warp The mind flayer can user its bonus action to teleport up to 60ft. to a spot that it can see. The mind flayer can carry any equipment or gear it is wearing or carrying. The mind flayer can also choose to teleport a creatures grappled by it as well.
Reactions
Psionic Shield When the mind flayer takes damage, it can choose to reduce the damage taken by 14(3d8).
Ulitharid
Medium Aberration, lawful evil
- Armor Class 17 (Psionic Armor)
- Hit Points 187(25d8+75)
- Speed 30ft.
STR DEX CON INT WIS CHA 11 (+0) 12 (+1) 16 (+3) 22 (+6) 20 (+5) 20 (+5)
- Saving Throws Int +11, Wis +10, Cha +10
- Skills Arcana +11, Deception +10, Insight +10, Perception +10, Persuasion +10, Stealth +6
- Damage Resistances Psychic
- Senses darkvision 60ft., passive Perception 20, blindsight 120ft.
- Languages Deep Speech, Undercommon, Telepathy 120ft.
- Proficiency Bonus +5
- Challenge 15(13000 xp)
Bond with the Elder Brain If an elder brain establishes a psychic link with the ulitharid, the elder brain can form a psychic link with any other creature the ulitharid can detect using its Creature Sense. Any such link ends if the creature falls outside the telepathy ranges of both the ulitharid and the elder brain. The ulitharid can maintain its psychic link with the elder brain regardless of the distance between them, so long as they are both on the same plane of existence. If the ulitharid is more than 5 miles away from the elder brain, it can end the psychic link at any time (no action required).
Hive Mind The ulitharid has advantage on saving throws against being charmed or frightened. When the ulitharid takes damage, all other mind flayers within 120ft. of it can sense its pain.
Magic Resistance The ulitharid has advantage on saving throws against spells and magical effects.
Mental Insight The ulitharid can can determine the Intelligence score of a creature it can see.
Psionic Mastery The ulitharid can concentrate on two spells at a time. If the ulitharid loses concentration, both spell effects immediately ends.
Telepathic Hub The ulitharid can use its telepathy to initiate and maintain telepathic conversations with up to 10 creatures at a time. The brain golem can let those creature's telepathically hear each other while connected in this way.
Innate Spellcasting
The ulitharid is an 18th-level spellcaster. Its spellcasting ability is Intelligence (spell save DC 17, +9 to hit with spell attacks). The ulitharid has the following spells prepared and can cast the following spells, requiring no components:
- Cantrips Mage Hand, Message, Mind Sliver
- 1st level (4 slots) Charm Person, Dissonant Whispers, Shield
- 2nd level (3 slots) Crown of Madness, Detect Thoughts, Hold Person, Levitate, Suggestion
- 3rd Level (3 slots) Hypnotic Pattern, Pulse Wave, Summon Aberration
- 4th Level (3 slots) Confusion Dimension Door
- 5th Level (2 slots) Dominate Person, Hold Monster, Scrying, Telekinesis, Wall of Force
- 6th Level Spells (2 slot) Mass Suggestion, Synaptic Static
- 7th Level Spells (2 slot) Plane Shift
- 8th Level Spells (1 slot) Dominate Monster, Feeblemind
- 9th Level Spells (1 slot) Psychic Scream
Actions
Multiattack The ulitharid can make two attacks with its Psychic Blast.
Psionic Tentacles. Melee Weapon Attack: +11 to hit, 5ft., one creature. Hit: 8(1d4+6) bludgeoning damage + 27(6d8) psychic damage. If the target is Medium and smaller, it is grappled (escape DC 17) and must succeed a DC 19 Intelligence saving throw. On a failed saving throw, the target is stunned until the grapple ends.
Extractor Staff Melee Weapon Attack: +11 to hit, 10ft., one creature. On a hit, the target takes 31(10d4+6) piercing damage and is grappled (escape DC 19) by the ulitharid.
Psychic Blast Ranged Weapon Attack: +11 to hit, 120ft., one creature. Hit: 29(5d8+6) psychic damage. On a hit, the target suffers disadvantage on its next Wisdom saving throw before the end of its next turn.
Mind Blast(Recharge 5-6) The ulitharid emits a blast of psychic energy in a 60ft. cone. Each creature in the area must succeed a DC 17 Intelligence saving throw or take up to 45(10d8) psychic damage and be stunned for one minute. Stunned creatures can repeat the saving throw at the end of each of its turns, ending the effect on a success.
Bonus Actions
Extract Brain Melee Weapon Attack: +11 to hit, 5ft., one grappled or incapacitated creature . Hit: The target takes 55(10d10) piercing damage. On a hit, the target must also succeed a DC 19 Intelligence saving throw. On a failed saving throw, the target takes 23(5d8) psychic damage and the ulitharid regains a number of hitpoints equal to the psychic damage dealt. The target's Intelligence score is also reduced by 4(1d8). If this reduction reduces a creature's Intelligence to 0, it is incapacitated until it regains at least 1 Intelligence. This reduction can be removed using Greater Restoration. If this damage reduces a target to 0 hitpoints, that creature is killed as the ulitharid extracts the targets brain and devours it.
Bonus Actions
Psionic Warp The ulitharid can user its bonus action to teleport up to 60ft. to a spot that it can see. The ulitharid can carry any equipment or gear it is wearing or carrying. The ulitharid can also choose to teleport a creatures grappled by it as well.
Elder Brain
Gargantuan Aberration, lawful evil
- Armor Class 10 (Armor)
- Hit Points 310(20d20+100)
- Speed 5ft., swim 10ft.
STR DEX CON INT WIS CHA 15 (+2) 10 (+0) 20 (+5) 24 (+7) 24 (+7) 24 (+7)
- Saving Throws Int +13, Wis +13, Cha +13
- Skills Arcana +13, Deception +13, Insight +13, Intimidation +13, Perception +13, Persuasion +13
- Damage Resistances Psychic
- Senses blindsight 300ft., passive Perception 23,
- Languages Common, Deep Speech, Undercommon, Telepathy 5 miles
- Proficiency Bonus +6
- Challenge 20(25000 xp)
Creature Sense The elder brain can sense the presence and location of any creature within 300ft. of it if that creature at least has an Intelligence of 3 or higher, regardless of barriers, unless the creature is protected by a Mind Blank spell. It can also determine the Intelligence score of a creature it detects.
Legendary Resistance(3/day) When the elder brain fails a saving throw, it can choose to succeed. Upon using this feature, it can regain the benefits of its Psionic Shield as part of this action.
Magic Resistance The elder brain has advantage on saving throws against spells and magical effects.
Mind Eater When the elder brain takes psychic damage, it takes no damage and regains a number of hitpoints equal to the psychic damage dealt.
Psionic Mastery The elder brain can concentrate on two spells at a time. If the ulitharid loses concentration, both spell effects immediately ends.
Psionic Overload Whenever the elder brain takes damage, all creatures within 10ft. of the elder brain takes 9(2d8) psychic damage
Psionic Shielding At the start of each of its turns, the Elder Brain can grant itself 30 temporary hitpoints. For the duration of these hitpoints, it gains resistance to all damage and can add its Intelligence bonus (+7) to its AC.
Psionic Infilitration The elder brain has advantage on saving throws against being charmed or frightened. On a successful saving throw, the elder brain can force the attacker to make a DC 21 Wisdom saving throw. On a failed saving throw, the elder brain can reflect the effect back on the attacker instead.
Sense Thoughts The elder brain can sense the reasoning, emotional state, and thoughts of creatures that are under its Psychic Link or Telepathic Hub. The elder brain can make a Charisma(Deception) check against the target's Wisdom(Insight) to deceive the target's mind to believe the lie for 1 hour or until evidence proves otherwise.
Telepathic Hub The elder brain can use its telepathy to initiate and maintain telepathic conversations with up to as many creatures of its choice at one time. Affected creatures must remain within 5 miles of the elder brain. The elder brain can let those creature's telepathically hear each other while connected in this way.
Innate Spellcasting
The elder brain is an 20th-level spellcaster. Its spellcasting ability is Intelligence (spell save DC 21, +13 to hit with spell attacks). The ulitharid has the following spells prepared and can cast the following spells, requiring no components:
- Cantrips Mage Hand, Message, Mind Sliver
- 1st level (4 slots) Charm Person, Dissonant Whispers, Shield
- 2nd level (3 slots) Crown of Madness, Detect Thoughts, Hold Person, Levitate, Suggestion
- 3rd Level (3 slots) Hypnotic Pattern, Pulse Wave, Summon Aberration
- 4th Level (3 slots) Confusion, Dimension Door
- 5th Level (2 slots) Dominate Person, Hold Monster, Scrying, Telekinesis, Wall of Force
- 6th Level Spells (2 slot) Mass Suggestion, Synaptic Static
- 7th Level Spells (2 slot) Plane Shift
- 8th Level Spells (1 slot) Dominate Monster, Feeblemind
- 9th Level Spells (1 slot) Psychic Scream
Actions
Multiattack The Elder Brain can make four attacks with its Psionic Tentacles. Alternatively, the Elder Brain can make two Psychic Blasts
Psionic Tentacles. Melee Weapon Attack: +13 to hit, 30ft., one creature. Hit: 11(1d8+7) bludgeoning damage. On a hit, a Huge or smaller creature is grappled and restrained (escape DC 21). At the start of each of its turns, a grappled creature takes 27(6d8) psychic damage.
Psychic Blast Ranged Weapon Attack: +13 to hit, 120ft., one creature. Hit: 34(6d8+7) psychic damage. On a hit, the target suffers disadvantage on its next Wisdom saving throw before the end of its next turn.
Mind Blast(Recharge 5-6) The elder brain emits a blast of psychic energy in a 120ft. cone. Each creature in the area must succeed a DC 21 Intelligence saving throw or take up to 54(12d8) psychic damage and be stunned for one minute. Stunned creatures can repeat the saving throw at the end of each of its turns, ending the effect on a success. On a successful saving throw, creatures take half damage and are not stunned.
Bonus Action
Summon Brain Golems(1/day) The elder brain can conjure 1d4 brain golem's in an unoccuped space within 10ft. of it to come to its aid. The golems act on initiative count 20 (losing all initiative ties) and are considered allies to the elder brain.
Psychic Link The elder brain can force an incapacitated creature it can sense using its Creature Sense ability and establishes a Psychic Link.
Until the psychic link ends, the elder brain can perceive everything the target senses. The target becomes aware that something is linked to its mind once it is no longer incapacitated, and the elder brain can terminate the link at any time (no action required). The target can, use an action on its turn to attempt to break the psychic link, doing so with a successful DC 21 Charisma saving throw.
On a successful save, the target takes 27 (6d8) psychic damage. The psychic link also ends if the target and the elder brain are more than 5 miles apart, with no consequences to the target.
Legendary Actions
The elder brain can take 3 legendary actions, choosing from the options below. It can take only one legendary action at a time and only at the end of another creature’s turn. The elder brain regains spent legendary actions at the start of its turn.
Tentacle The elder brain makes a psionic tentacle attack.
Shatter Concentration(Costs 2 actions) The elder brain targets a creature within 120 feet of it with which it has a psychic link. The elder brain breaks the creature’s concentration on a spell it has cast. The creature also takes 9(2d8) psychic damage per level of the spell.
Psionic Pulse(Costs 2 actions) All creatures of its choice within 300ft. of the Elder Brain that are under its Psychic Link or Telepathic Hub take 18(4d8) psychic damage
Spellcasting(Costs 2 actions) The elder brain can cast a spell of 5th level or lower.
Sever Link(Costs 2 actions) The elder brain can end disconnect a creature within 300ft. of it from its Psychic Link or Telepathic Hub. When the brain ends the link in this manner, the target suffers disadvantage on attack rolls, ability checks, and saving throws until the end of its next turn.
Resilience(Costs 3 actions) THe elder brain can end one spell or magical effect on itself as an action.
Lair Actions
When fighting inside its lair, the elder brain can use lair actions. on initiative count 20 (losing initiative ties), the elder brain can take one lair action to cause of the following effects; the elder brain can't use the same lair action two rounds in a row.
The elder brain can can target one creature it can see within 300ft. and anchor it by sheer will. The target must succeed a DC 21 Charisma saving throw or become restrained and paralyzed until the end of its next turn.
The elder brain unleashes a storm of psychic energy that exposes unprotected minds. Creatures in a 60ft. radius must succeed a DC 21 Wisdom saving throw or suffer vulnerability to psychic damage until the end of its next turn.
The elder brain can compel a mind flayer connected to its telepathic hub to sacrifice itself for the elder brain causing it to merge into the elder brain. Upon using this feature, the elder brain regains 30 hitpoints and can reroll a d6 to regain its Mind Blast on a 5 or 6.
Regional Effects
The territory within 5 miles of an elder brain is altered by its psychic presence creating one of the following effects
Creatures within 5 miles of the elder brain feel as if they are being followed, even when they are not
The elder brain can overhear telepathic conversions within 5 miles of it. The creature that initiated this link must make a DC 21 Wisdom (Insight) check when telepathic contact is first made. On a successful check, the target knows that something is eavesdropping but doesn't know the true identity. The elder brain cannot participate in conversation unless the target is part of its Telepathic Hub or Psychic Link
Any creature in the elder brain's Psychic Link or Telepathic Hub hear whispers at the edges of its consciousness which are stray thoughts of the elder brain.
If the elder brain dies, these effects immediately end
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Editors
I would also like to give a special thanks to u/bristowski for the fantastic job as an editor helping me with revisions and typos!
Art Credits
Cover Art: Nino Is
Mind Flayer: Alexander Morkov
Intellect Devourer: Brian Valeza
Intellect Possessor: Simon Dominic
Intellect Extractor: Stephan Martiniere
Neomite: Johann Bodinn
Neomorph: Svetlin Velinov
Patron Art: Mike "Daarken" Lim
Back Cover Art: Steve Prescott
Watercolor Stains: Jared Ondricek
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