Mind Flayer: A Love Letter to H.P. Lovecraft

Time for one of the big ones, everybody! This is an essential D&D monster! Let’s see if it lives up to the hype!

Lore: Cosmic Conquerors

Illithids, or Mind Flayers, are tyrants and slavers on a cosmic scale. Long ago, they ruled entire worlds and races, many of which we’ve covered in the past. Their linked minds allow them to plot together on a grand scale. Despite this, their empire eventually fell, and now they reside within the Underdark of the Material Plane.

With their psionic powers, illithids are fully capable of controlling the minds of lesser creatures. When they meet a foe with a strong enough mind to protect itself, they’ll hang back and let their thralls do the fighting. During this time, they will either set a trap or, more likely, try and escape.

Mind flayers are only isolated when they’ve been outcast by the colony. Most of their kind belong to a colony in service to an elder brain near the center of their domain. It sends out orders to its subjects, though it only has a range of about five miles. That said, it can hold multiple conversations at once, allowing it to coordinate the illithids with great effectiveness and ease, making it extremely difficult to attack their hive.

Brains are the primary food source for the mind flayers. When healthy on brains, they’ll secrete a glaze of mucus that coats its skin. Consuming a brain gives the creature a strong sense of euphoria. Sometimes, it’ll simply harvest a brain to perform vile experiments on it.

This lore is excellent, easily the best we’ve seen in a while! You could craft any number of stories out of it, be it a simple side quest or an entire campaign! Plus, you get a whole bunch of small side monsters to use as extra spices! It is truly phenomenal!

Design: Mini-Cthulu

You can’t tell me that’s not what it is. Come on! Just look at it!

I know it’s a horrifying cosmic monster, but I gotta know: where did it get those clothes, ’cause it’s got mad drip!

This design is absolutely fantastic. The monster itself is so iconic that you only need one look at it to recognize it. And as obvious as the Lovecraftian inspiration is, it still stands out in a big way. It looks like a horrifying monster, yet carries itself like the galactic tyrant that it is. There are few monsters with such an impactful look as this one.

Plus, it’s super unique to D&D. Sure, Lovecraft is in a lot of places. But when you think ‘mind flayer’, you think D&D and you think of this design. Much like the beholder, it’s become synonymous with the game by this point.

A fantastic design overall. We’re two for two on positive segments; let’s hope we can land all three! Let’s check out those stats!

Stats: Get Outta My Brain!!!

Gonna be honest, not a huge fan of the idea behind Extract Brain. Those are two words that I never want to see put together, thank you very much.

For a low to mid-level boss, these guys don’t fuck around! Mind flayers have a whole slew of spells and abilities that make them remarkably tricky and dangerous monsters. You can’t just go in hacking and slashing like you’re playing Dynasty Warriors with these guys. You’ve got to strategize if you hope to survive.

They’re not particularly durable. Their AC isn’t bad, but it ain’t monstrous. The same can be said for its HP. It does have magic resistance, so it has advantage on magic-related saving throws. When you get in there to hit it, you’ll probably deal a fairly decent chunk of damage.

Which is fine, ’cause this thing is a glass cannon. Emphasis on cannon.

A normal mind flayer doesn’t have all that many spells. What it lacks in quantity, though, it more than makes up for quality. They are:

  • At will: detect thoughts, levitate
  • 1/day each: dominate monster, plane shift (self only)

Is that not enough for you? Maybe the Arcanist variant is more up your alley! They’ve got an extensive spell list!

  • Cantrips (at will): blade ward, dancing lights, mage hand, shocking grasp
  • 1st level (4 slots): detect magic, disguise self, shield, sleep
  • 2nd level (3 slots): blur, invisibility, ray of enfeeblement
  • 3rd level (3 slots): clairvoyance, lightning bolt, sending
  • 4th level (3 slots): confusion, hallucinatory terrain
  • 5th level (2 slots): telekinesis, wall of force

That… is terrifying. And that’s all before we talk about its actions.

Its tentacles is a simple strike that does a fairly large chunk of damage. More dangerous, however, is the after effects. When you get hit by this attack, you are grappled and need to make a DC 15 saving throw to avoid being stunned. Fail that save, and you’ll be stunned until the grapple is broken.

This flows directly into Extract Brain, its deadliest ability. This does monstrous damage, and if the victim’s HP is reduced to 0 by this attack, the mind flayer extracts and consumes their brain, killing them instantly. Luckily, they can only use this when the target is grappled. So… try to break out quickly if you get hit by the tentacles.

Finally, we have Mind Blast (Jimmy Neutron joke). With this, the mind flayer emits a large cone that does a decent amount of psychic damage. Anyone caught in it must make another DC 15 saving throw or be stunned for one minute.

All of this combines to make one of the most dangerous and enjoyable boss fights you can get in a D&D campaign! Your players are going to need to think on their feet every single turn and keep an eye on each other to have any hopes to survive. Pair ’em together with other monsters, like an intellect devourer, and you can get something even more hectic! It’s great! Especially when you’ve got a pesky barbarian that you want to kill!

Not speaking from experience. Nope. Not at all.


Wow. A monster that’s incredibly strong all around. We haven’t had one of those in a while! Though it shouldn’t come as a surprise; of course a D&D staple like this one would nail it!

Now, let’s put the Mind Flayer on the Best of the Bestiary!

  1. Beholder
  2. Death Tyrant
  3. Mind Flayer <———————–
  4. Dragon Turtle
  5. Green Dragons
  6. Red Dragons
  7. Blue Dragons
  8. Black Dragons
  9. White Dragons
  10. Silver Dragons
  11. Couatl
  12. Behir
  13. Aboleth
  14. Sea Hag
  15. Lamia
  16. Bronze Dragons
  17. Brass Dragons
  18. Copper Dragons
  19. Gold Dragons
  20. Chuul
  21. Kuo-Toa
  22. Gibbering Mouther
  23. Kraken
  24. Intellect Devourer
  25. Chimera
  26. Death Knight
  27. Fomorian
  28. Bone Devil
  29. Dracolich
  30. Faerie Dragon
  31. Lich
  32. Magmin
  33. Kobold
  34. Kenku
  35. Hobgoblins
  36. Night Hag
  37. Green Hag
  38. Ankheg
  39. Hook Horror
  40. Storm Giant
  41. Hill Giant
  42. Empyrean
  43. Efreeti
  44. Grimlock
  45. Dao
  46. Cloud Giant
  47. Manticore
  48. Drow (all four of ’em)
  49. Shadow Demon
  50. Marilith
  51. Drider
  52. Aarackockra
  53. Azer
  54. Demilich
  55. Spectator
  56. Hydra
  57. Marid
  58. Harpy
  59. Werejackal
  60. Half-Dragon
  61. Cambion
  62. Fire Giant
  63. Animated Armor
  64. Banshee
  65. Basilisk
  66. Yochlol
  67. Bulette
  68. Cloaker
  69. Darkmantle
  70. Doppelganger
  71. Ghoul and Ghast
  72. Ettin
  73. Medusa
  74. Pit Fiend
  75. Erinyes
  76. Chain Devil
  77. Bearded Devil
  78. Barbed Devil
  79. Spined Devil
  80. Ice Devil
  81. Mimic
  82. Djinni
  83. Merrow
  84. Nalfeshnee
  85. Glabrezu
  86. Chasme
  87. Grell
  88. Barlgura
  89. Horned Devil
  90. Balor
  91. Shadow Dragon
  92. Werebear
  93. Lizardfolk
  94. Vrock
  95. Dretch
  96. Gnolls (all three)
  97. Goristro
  98. Hezrou
  99. Manes
  100. Frost Giant
  101. Weretiger
  102. Werewolf
  103. Duergar
  104. Quasit
  105. Dryad
  106. Flumph
  107. Goblin
  108. Wereboar
  109. Wererat
  110. Githyanki
  111. Planetar
  112. Imp
  113. Clay Golem
  114. Flameskull
  115. Displacer Beast
  116. Carrion Crawler
  117. Githzerai
  118. Grick
  119. Invisible Stalker
  120. Rug of Smothering
  121. Bugbear Chief
  122. Bugbear
  123. Flesh Golem
  124. Vine Blight
  125. Twig Blight
  126. Needle Blight
  127. Mephits (all six of ’em)
  128. Bullywug
  129. Hellhound
  130. Ettercap
  131. Gas Spore
  132. Cockatrice
  133. Lemure
  134. Homonculus
  135. Merfolk
  136. Solar
  137. Deva
  138. Gorgon
  139. Hippogriff
  140. Griffon
  141. Cyclops
  142. Centaur
  143. Ghost
  144. Fire Elemental
  145. Water Elemental
  146. Air Elemental
  147. Stone Giant
  148. Deep Gnome
  149. Dinosaurs (All six of them)
  150. Iron Golem
  151. Stone Golem
  152. Earth Elemental
  153. Galeb Duhr
  154. Helmed Horror
  155. Flying Sword
  156. Crawling Claw
  157. Violet Fungus
  158. Shrieker
  159. Gargoyle

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