This article was first broadcast in Episode One Hundred Thirty-two on 2nd September 2020.
Lennon: Look, I don’t care how much you want to, you cannot write a treatise on Mindflayers and not mention Spelljammer.
Ostron: There are a few more ideas I had that I want to try.
Ryu: No, no; I can already see your eyes drooping and I don’t want to deal with that machine today. Just…look Lennon and I can handle the scary bits, you deal with the other stuff.
Lennon: Um, excuse me? We’re talking Mindflayers; it’s all scary bits.
Ryu: I meant the stuff that scares Ostron, not the rest of it that should scare any rational thinking being.
Lennon: Right, fine, where do we start?
Ostron: Funny you should bring that up.
Along with the Beholder, arguably one of the most well-known original creatures to come out of Dungeons and Dragons is the Illithid, more commonly referred to as the Mindflayer. Mindflayers have been around since the original edition and their purpose from the beginning has been to ruin everyone’s lives, and that includes DMs.
If nothing else, all of the media around the Baldur’s Gate 3 videogame should have familiarized people with your standard Minflayer’s appearance: pink-to-purple hued rubbery skin, cephalopodic head with four tentacles drooping out of its mouth, small eyes, and lots of floating around.
Most people hearing someone shout “Braaaains!” in a desperate, creepy tone will start looking for zombies, but veteran D&D players will know to look for the Illithids. The only viable sustenance for them are the brains of other sentient creatures, which they literally consume straight out of a victim’s head whenever possible. However, the Illithids aren’t constantly on a hunt for brain-meat; they need to consume one brain every month or so, and have a four-month window before they die of malnutrition. Of course, they have a whole bunch of other things they can do with brains, like turn them into Intellect Devourers which are NOT appropriate for low level encounters no matter what KayDee says.
As you can see from my colleague here, dealing with Illithids has caused lasting trauma for people both in and out of the game. Part of this was by design; midway through the first edition of D&D a lot of the standard monsters were starting to lose their luster with players because they were predictable. Even dragons were becoming passe. Then the Mindflayers showed up, and with them they brought everyone’s favorite D&D mechanic; Psionics.
One of the main reasons Mindflayers were created was to be a vehicle for introducing psionics, and in-lore they are the undisputed masters of it. They literally enslave multiple beings with their psionic powers, just overriding their minds and personalities, and they casually employ those powers to do everything from opening doors to flying their Nautiloid spaceships.
Lennon: …It’s okay, breathe, breathe.
Ostron: Right, yes, I’m fine.
Anyway, their origin in the game was to introduce psionics. Their origin in lore is a little more muddled and is one of those that’s been rewritten multiple times, however the most common origin story for them is that they entered the main realms of D&D from the Far Realm, also known as the place where mind-meltingly weird stuff comes from.
They showed up a while ago and basically owned the place. Literally. While their exact origin is murky, all sources agree that when the mindflayers arrived they quickly established an enormous empire. And we’re not talking “took over the whole sword coast”; the Illithid empire had the prime material plane locked down tight, then moved on to most of the other planes and took those over too. It’s rumored that at its height, the demons and devils considered pausing the Blood War to figure out if the Illithids were something they needed to maybe deal with together.
Fortunately for existence, one of their main slave races, now known as the Gith, managed to break some of the mental control and revolted. It was the standard issue of there being more slaves than masters and there’s a good chance the Gith might have wiped out the Illithids entirely if there hadn’t been a slight disagreement about how much to use the Illithid’s psionic powers against them which caused the entire race to split and start fighting each other. I’m totally with the Githyanki, by the way, and no, not just because they ride dragons around…mostly.
Anyway, if anyone is wondering why the Forgotten realms is the way it is and doesn’t take place in the ruined remnants of an Illithid interplanar empire, it’s because all of what we just covered happened over 11,000 years ago in game time. Since then, the Illithids have been hiding, mostly in the Underdark, though in Spelljammer they’re still cruising around in space too.
In current Forgotten Realms time, the Illithids are officially doing research on modern races and civilizations with the aim of figuring out the best way to infiltrate and take them over. They’re also rebuilding their numbers, which is tricky since the Gith races are still actively hunting them.
Encountering an Illithid alone would be rare; at the very least they’re going to have a couple of enslaved creatures with them, either common creatures whose minds they’ve dominated, or one of the weird mutated things they like to make on the weekends, like Mind Witnesses, aka beholders with Illithid tadpoles in them and why why why is that a thing!?
Mostly it’s down to reproduction. If anyone saw that video game trailer that should have come with a content warning, you were treated to the end stages of what’s called cerromorphosis. A tadpole is implanted in a sentient creature and after enough time, it completely overtakes both their mind and biology, turning the hapless creature into a full-blown Illithid. That process doesn’t work with all creatures; humans, gith, and goblinoids are the races most likely to go full mindflayer and usually when the process doesn’t work it’s just death for everyone involved.
However, since most of the races in the material plane are relatively new to the Mindflayers they do a lot of experimenting and that’s when weird creatures show up, some of which the Illithids have deemed useful like the aforementioned Mind Witness. You also have creatures that even created problems for the Illithids like the Brainstealer dragons.
Ryu: Oh, on second thought, I just saw a picture. Yeah, no, definitely with the Gith on this; Mindflayers need to die. Why would you do that to a poor dragon?
Anyway, one interesting thing to note is most mindflayers aren’t individual actors. Even small Illithid communities will be under the control of what’s called an Elder brain. Essentially it’s just coagulated brain matter floating in a large jar of cerebrospinal fluid. And where does that brain matter come from, you ask? No, it’s not all the other creatures Mindflayers pull the brains out of, it’s the Mindflayers themselves; any Illithid that dies has its brain donated to the Elder brain, who absorbs all the psionic energy, memories, and intelligence of the dead Illithid. So again, unlike zombies, decapitation isn’t enough. That head needs to be gone.
So why is a jar full of brains a problem? Well, they happen to be possibly the strongest psionic creatures in existence. To put it in perspective, they spend their time controlling other Mindflayers out to a distance of 5 miles. Now this isn’t an ant hive situation; the Illithids don’t become mindless drones. The Elder brains do direct overall goals and thoughts, but they don’t micromanage. So unfortunately destroying one won’t cause the rest of the Illithids in the area to have a nervous breakdown and die.
As we hinted at earlier, Illithids also play or played a big part in Spelljammer; along with the beholders they were considered the primary antagonists of the setting, and their nautiloid spaceships were notable in that they did not need the so-called “command chairs” that most other spacefaring ships in that setting did; the Mindflayers are alien enough that they managed it on their own. In modern 5e lore, they don’t have a lot of those ships left, and them revealing one is a big deal, which is why the opening cinematics and the trailer for the Baldur’s Gate 3 game is supposed to have such a major impact.
As mentioned, the Illithids don’t, at the moment, appear to be actively trying to reassert their control of everything; they’re doing research. However, most races agree that whatever an Illithid is doing at any given time is bad for most of existence. There are very few Illithid apologists arguing that they’re just misunderstood, and the ones that are are probably mind controlled. In general, the Illithids serve as the subjects for conspiracy theories and real nightmares; anytime anyone ventures into the Underdark, or just deep enough underground, there’s a chance that any enemies encountered might be Mindflayer slaves, or worst case you could run into a Mindflayer itself.
Ryu: I’m not okay.
Ostron: I’m not either.
Lennon: Right, it’s fine, there aren’t any tadpoles in anyone’s head. Or spaceships, to calm certain people down. Now we have to go over to the scrying pool.
Ryu: It’s…it’s empty right?
Lennon: Well there’s a bunch of listener feedback in there.
Ryu: But no…brains, right?
Lennon: RaeRae assured me it’s just water and words.
Ryu: What if they got to her? What if they’re making her say that?
Lennon: Okay, do you honestly think an Illithid could mind control her? They’d take one look and go “wait, what is this barrage of pictures and noise? What is going on with in this brain? Is it attacking me?”
Ryu: Yeah, okay, you’re right. Just…I’m going to have my knives out.
Ostron: That’s fine.
Ryu: Maybe the hat?
Lennon & Ostron (together): NO!