I have been reading H.P. Lovecraft lately and he is influencing my style a bit…
The mind flayers – also known as the illithids – are one of the most well known monsters in the Dungeons & Dragons catalog of terrors [1]. They are mauve humanoids with the heads of squids, possess telepathic powers, dwell in dim passages under the surface of the world and feed upon brains. These monsters amass networks of slaves kept in thrall and plot to extinguish, or at least dim, the sun as daylight inhibits their activities. Mind flayers are among the few official monsters to intimidate the drow.
One area of failure of the original game design of for these creatures are the masters of mind flayer communities – the elder brains. The rules as written describe them as giant brains dwelling in pools of brackish water. The leaders of these dark and terrible creatures amount to a joke. Perhaps it is just me who fails to find exposed brains, large or standard sized, as intimidating? A number of changes to the top-level design of mind flayers, their elder brains, and their overall organization are suggested below.
Larval Slugs
A mind flayer begins life as a small, slug-like parasite. The mind flayer larval slug invades the skull of a helpless humanoid victim and devours its brain, and then subverts the body to its own use. Within a matter of days, it transforms the body it steals into an adult illithid, a process that permanently extinguishes all traces of the creature’s former being.
The larval slugs are difficult to distinguish from normal slugs (Dungeoneering DC 20, with close examination).
On dark nights when moon hides and normally brave dogs cringe, mind flayers walk here and there, scattering larval slugs like a farmer scattering seeds with the anticipation of a good harvest in the months to come.
Den’s of Inequity
The secret masters of opium dens have tentacle faces – something known among certain circles (Streetwise DC 25). They also alter milder substances, such as ale, tobacco and even children’s candy (Streetwise DC 30). A common thread to such alteration is the substances become hallucinogens causing waking nightmares.
Everything they touch, they taint… and they touch many things.
Faces like Carrion Birds
These monsters employ “encounter suits”, made of dark and hard leather, which feature masks resembling the face of vultures. These suits mind flayers employ to permit activities during the daylight and as armor (AC +8, -2 Check, -1 Speed, 30 pounds in weight).
Skull Snails
There is no single elder brain in the center of the surreal cities of the mind flayers. There are multiple elder brains – perhaps ten or more – moving about their horrible community. The term “elder brain” in the singular refers to a community of thinking, hating, undead and ambulatory brains. Brains of the oldest and most terrible of the illithids joined in a telepathic network of terrible power and terrible malevolence.
Possessing an appearance that creates in healthy minds revulsion, the elder brains are a horrible cross between giant snails and hermit crabs. Upon reaching prodigious age and power, certain mind flayers pull their own heads off their own bodies. These heads remain ambulatory, moving themselves along via their facial tentacles even as their flesh decays into near liquescence. For protection, they slither, crawl and twist their ways into the skulls of humanoids, like a hermit crab moving into a shell. They peer at the world around them through empty eye sockets with their own milky, mad and dead eyes, moving about with rotting tentacles.
So long as they are within a half-mile of each other, the individual members remain in telepathic contact and maintain the hive-mind of the elder brain network, itself the master of the entire illithid community. The individual members of the elder brain network may access any of the powers, traits and abilities listed for the monster in its entry in Monster Manual III with the following changes: Speed 4 (Teleport 6), Hit Points 43 (Bloodied 21), AC 30.
[1] Mind flayers and illithids are copyright Wizards of the Coast.



The “encounter suit” is a good idea, but what happens when adventurers get a hold of one?
Well, they could wear it, assuming they wanted to. However, given how telepathic the mind flayers are, a human wearing such a suit will not fool mind flayers for very long. I used such a suit for mind flayers in a desert who battled the PCs.
Brilliant, the idea of elders pulling off their own heas is so much creepier than having a giant “bug brain”.
Thank you. I always felt the big giant brains underwhelming. This column came from a number of ideas.
I would use the larval slugs to create thralls and have them be more selective when it comes to creating another mind flayer. After all, they aren’t looking to rule the world through overpopulation. Perhaps if a thrall shows superior performance they then secrete chemicals to begin the complete transformation.
As for sneaking into their cities, pretending to be thralls is one way. It’s risky because at any sign of disobedience they will destroy the thrall. On the other hand, if a thrall is acting appropriately, they wouldn’t want to sully their minds by probing such an inferior creature.
Part of my thinking about the larval slugs was influenced by horror movies such as “Slither” and even “Slugs” – basically a straight-up horror situation where the PCs now need to be afraid of garden slugs. I do agree in principal with your statement and if I were to fully flesh out the article in terms of game mechanics, I would do something like follow your suggestion.
As for detecting thralls, my interpretation is illithids can almost automatically know who is an is not a thrall. Given their psionic powers, it probably works like the status bars hanging over character heads in some computer games. Just by looking at a dude, the mind flayer knows if they are “Mind Fucked” or “Not Mind Fucked (Yet).”
Thank you for your kind words and that image is suitably mucasy.