Mind Flayer Carnals

Table of Contents

Mindflayer Childer, Carnal

Mindflayer Childer Mob, Carnal

Mindflayer Egg Sac

Mindflayer Carnal, Brute

Mindflayer Carnal, Brain

Mindflayer Carnal, Bimbo

Mindflayer Carnal, Hulk

Mindflayer Carnal, Blob

Mindflayer Carnal, Twitcher

Mindflayer Carnal, Beholder

Mindflayer Carnal, Medusae

Mindflayer Carnal, Hexapod

Mindflayer Carnal, Nautiloid

Mindflayer Carnal, Slimer

Mindflayer, Carnal

Mindflayer, Carnal
Large Aberration
Hit Dice: 10d8+30 (110 hp)
Initiative: +6
Speed: 40 ft. (8 squares)
Armor Class: 16 (-1 Size, +2 Dex, +5 Natural), touch 11, flat-footed 14
Base Attack/Grapple: +7/+16
Attack: Tentacle +11 melee (1d6+5)
Full Attack: 4 Tentacles +11 melee (1d6+5)
Space/Reach: 10 ft./10 ft.
Special Attacks: Mind Blast, Psionic Powers, Improved Grab, Extract
Special Qualities: Power Resistance 25, Telepathy 100 ft.
Saves: Fort +6, Ref +5, Will +9
Abilities: Str 20, Dex 15, Con 16, Int 17, Wis 15, Cha 19
Skills: Bluff +9, Concentration +9, Diplomacy +9, Intimidate +0, Knowledge (Psionics) +9, Listen +9, Move Silently +8, Psicraft +8, Sense Motive +9, Spot +9, Use Psionic Device +9
Feats: Alertness, Combat Manifestation, Improved Initiative, Overchannel (Combat manifestation and Overchannel are found i nthe Expanded Psionics Handbook)
Environment: Underground
Organization: Solitary, Pair, Cult (3-6 plus 5-10 servants), or City (10-100)
Challenge Rating: 8
Treasure: Double Standard
Alignment: Usually Chaotic Evil
Advancement: By Character Class
Level Adjustment: +8

"Something about the Mindflayer in front of you seems a little off somehow. Maybe it's the nipple rings, or the leather dog collar, or the way it keeps staring at you, but something is waaaaay off…"

Somewhere in long forgotten history a group of Mindflayers were cut off from their God, the Elder Brains, and their entire society. They also seemed to be stricken by some sort of disease, and their tadpoles were failing. It was becoming obvious that they would no longer be able to reproduce by ceremorphosis. Something needed to be done. So the experimentation began, and eventually success was achieved at a horrible price. They now reproduced by the traditional method: having children. The accompanying changes also partially broke their minds driving them into mild lunacy. The resulting Mindflayers are much bigger than usual, and bulkier. They don't require eating brains to live, but are still addicted to them. While their society still (vaguely) resembles that of their ancestors, their newly Chaotic nature makes predicting what they will do or dealing with them an exercise in extreme patience. One might believe he is lord of the world (despite all evidence to the contrary). One might be obsessed with convincing pert young drow boys that joining her harem is a normal rite of passage for all drow men (really she swears). One might think that fire is the solution to all of life's problems (many of which are also coincidentally cause by his constantly setting fires). All of them are obsessed with slavery. Mostly to have minions to babysit their slavering carnivorous offspring (The Mindflayers haven't taken to parenting well). Carnal Mindflayers are usually at least 8' tall, and at least 500 lbs. They still speak Undercommon.

Psionic Powers: A Carnal Mindflayer manifests psionic powers as an 10th level Wilder. Save DC's are Charisma based.

Mind Blast (Su): This Psionic attack is a 60' Cone. Anything in it must make a DC 19 Willpower Save or be Confused for 3d4 rounds. The Save DC is Charisma Based. This power is the equivalent of a 4th level spell.

Improved Grab (Ex): If the Mindflayer hits a Small, Medium, Large, or Huge creature with it's tentacle attack it can make a Grapple Check as a Free Action without provoking an Attack of Opportunity. If successful it can attempt to attach its remaining tentacles with a single Grapple check. The opponent can make a Grapple or Escape Artist Check to escape, but the Mindflayer gets a +2 Circumstance Bonus for every tentacle that was attached at the beginning of the opponents turn.

Extract (Ex): A Mindflayer that begins it's turn with all 4 tentacles attached to an opponent and that makes a successful Grapple Check extracts it's opponents brain killing it instantly. This power is not instantly fatal to creatures with multiple heads, and it does not work on Constructs, Elementals, Oozes, Plants, and Undead.

Combat: Carnal Mindflayers are an unpredictable bunch. Each one is an individual and has their own fighting style they prefer.

Mindflayer Childer, Carnal

Mindflayer Childer, Carnal
Small Aberration
Hit Dice: 2d8 (16 hp)
Initiative: +3
Speed: 20 ft. (4 squares)
Armor Class: 16 (+1 Size, +3 Dex, +2 Natural), touch 14, flat-footed 13
Base Attack/Grapple: +1/-4
Attack: Tentacle +4 melee (1d3-1)
Full Attack: 4 Tentacles +4 melee (1d3-1)
Space/Reach: 5 ft./5 ft.
Special Attacks: Mind Blast, Psionic Powers, Improved Grab, Extract
Special Qualities: Power Resistance 10, Telepathy 30 ft.
Saves: Fort +3, Ref +6, Will +1
Abilities: Str 8, Dex 17, Con 10, Int 10, Wis 13, Cha 13
Skills: Hide +7, Listen +5, Move Silently +4, Spot +5
Feats: Alertness, Weapon Finesse (B)
Environment: Underground
Organization: Solitary, Pair, or Horde (10-100)
Challenge Rating: 1
Treasure: None
Alignment: Usually Chaotic Evil
Advancement: By Character Class
Level Adjustment: -

"You hear kind of a gurgling sound followed by crying up ahead around the corner as well as some unidentified tearing sound. You round the bend just in time to see dozens of what look like baby Mindflayers ripping their way out of large, leathery eggs. They look at you in stunned surprise before charging, and falling down because their legs aren't quite steady yet. You flee after pooping yourself."

Carnal Mind Flayer children are surprisingly intelligent for their age, but mostly feral. While they can understand Undercommon they can't quite speak it yet, nor do they have the patience or craftiness of an adult. They travel in mobs eating alive anything they encounter (even possibly each other). Those that make it to young adulthood are taught the Mindflayer ways. Childer are about the same size as a Halfling.

Psionic Powers: A Carnal Mindflayer Childer manifests psionic powers as an 2nd level Wilder. Save DC's are Charisma based.

Mind Blast (Su): This Psionic attack is a 30' Cone. Anything in it must make a DC 12 Willpower Save or be Confused for 2d4 rounds. The Save DC is Charisma Based. This power is the equivalent of a 4th level spell.

Improved Grab (Ex): If the Mindflayer hits a Small or Smaller creature with it's tentacle attack it can make a Grapple Check as a Free Action without provoking an Attack of Opportunity. If successful it can attempt to atatch its remaining tentacles with a single Grapple check. The opponent can make a Grapple or Escape Artist Check to escape, but the Mindflayer gets a +2 Circumstance Bonus for every tentacle that was attached at the beginning of the opponents turn.

Combat: Mindflayer kids aren't subtle, and they definitely aren't tactical geniuses. Usually their idea of fighting consists of charging anything they outnumber, fleeing anything they don't (or thats to big), and mobbing or blasting the crap out of everything else.

Mindflayer Childer Mob, Carnal

Mindflayer Childer Mob, Carnal
Gargantuan Aberration
Hit Dice: 30d8 (240 hp)
Initiative: +0
Speed: 10 ft. (2 squares)
Armor Class: 11 (-4 Size, +3 Dex, +2 Natural), touch 9, flat-footed 8
Base Attack/Grapple: +22/-33
Attack: Mob (5d6)
Full Attack: Mob (5d6)
Space/Reach: 20 ft./0 ft.
Special Attacks: Mind Blast, Improved Grab, Extract, Expert Grappler, Trample 2d6-1
Special Qualities: Power Resistance 10, Telepathy 30 ft., Mob Anatomy
Saves: Fort +9, Ref +12, Will +17
Abilities: Str 8, Dex 17, Con 10, Int 10, Wis 10, Cha 10
Skills: Hide +7, Listen +4, Move Silently +4, Spot +4
Feats: Alertness, Improved Bull Rush (B), Improved Overrun (B), Weapon Finesse (B)
Environment: Underground
Organization: Solitary, Horde (3-6 Mobs)
Challenge Rating: 7
Treasure: None
Alignment: Usually Chaotic Evil
Advancement: -
Level Adjustment: -

"Bob…I think I've had too much of your homemade wine…I could swear I see baby monsters devouring the horses.."

Note: Mob rules (Expert Grappler, Mob Anatomy) found in DMG II.

Trample (Ex): DC 24 Reflex Save for half damage.

Mind Blast (Su): This Psionic attack is a 30' Cone. Anything in it must make a DC 25 Willpower Save or be Confused for 2d4 rounds. The Save DC is Charisma Based. This power is the equivalent of a 4th level spell.

Combat: Child mobs aren't that much different than solo Mindflayer kids, except they're more willing to take on groups, or bigger critters.

Mindflayer Egg Sac

Mindflayer Egg Sac
Medium Aberration
Hit Dice: 5d8+5 (45 hp)
Initiative: +8
Speed: 30 ft. (6 squares), Climb 30 ft.
Armor Class: 19 (+4 Dex, +4 Natural), touch 14, flat-footed 14
Base Attack/Grapple: +3/+4
Attack: Claw +4 melee (1d4+1)
Full Attack: 4 Claws +4 melee (1d4+1)
Space/Reach: 5 ft./5 ft.
Special Attacks: Spray
Special Qualities: 60' Dark Vision, Low Light Vision, Spider Climb, Wide Angle Vision
Saves: Fort +2, Ref +5, Will +6
Abilities: Str 13, Dex 19, Con 13, Int 4, Wis 14, Cha 4
Skills: Climb +9, Hide +4, Listen +2, Move Silently +4, Spot +2
Feats: Improved Initiative, Run
Environment: Underground
Organization: Solitary or Creche (10-100)
Challenge Rating: 3
Treasure: None
Alignment: Always Neutral
Advancement: -
Level Adjustment: —-

"Before you is a great room of more of the foul Mindflayer eggs. Tending them are strange, vaguely spiderlike creatures that seem to be all legs and eyes with some sort of pouch on their back for holding eggs. And to think you volunteered for this instead of the Kobold mission…"

The eggs of Carnal Mindflayers are terribly vulnerable. Therefore the Illithids engineered these creatures to carry them about. The Egg Sac is instructed to flee if anything approaches, and fight when it has to. When the young flayers hatch, it will become their first meal. They vary considerably but are usually vaguely insectoid with multiple eyes and limbs. They understand Common and Undercommon but cannot speak.

Spray (Ex): 30' line of acid once every 1d4 turns. 3d6 acid damage, DC 13 Reflex Save for half damage. Save DC is Constitution based.

Skills: Egg Sacs get a +8 Racial Bonus to Climb checks. They may always Take 10 on a Climb check regardless of the circumstances, and may even climb sheer surfaces or walls.

Combat: Egg Sacs usually try to flee after Spraying. They only fight in melee if cornered.

Mindflayer Carnal, Brute

Carnal Mindflayer, Brute
Large Aberration
Hit Dice: 15d8+75 (195 hp, 240 hp Rage)
Initiative: +6
Speed: 50 ft. (10 squares)
Armor Class: 21 (-1 Size, +2 Dex, +10 Natural), touch 11, flat-footed 19
Rage AC: 19 (-1 Size, -2 Rage, +2 Dex, +10 Natural), touch 9, flat-footed 17
Base Attack/Grapple: +11/+22
Attack: Tentacle +17 melee (1d6+7)
(Rage) Tentacle +20 melee (1d6+10)
Full Attack: 4 Tentacles +17 melee (1d6+7) and 2 Claws +12 melee (1d8+3)
(Rage) 4 Tentacles +20 melee (1d6+10) and 2 Claws +15 melee (1d8+5)
Space/Reach: 10 ft./10 ft.
Special Attacks: Improved Grab, Extract, Rage
Special Qualities: Power Resistance 30, Dark Vision 60', Immunity to Psionics, Damage Reduction 5/-, Fast Healing 2
Saves: Fort +10 (Rage +13), Ref +7, Will +11 (Rage +14)
Abilities: Str 24 (Rage 30), Dex 15, Con 20 (Rage 23), Int 8, Wis 15, Cha 19
Skills: Climb +7, Hide +2, Intimidate +10, Listen +6, Move Silently +4, Spot +6, Survival +4
Feats: Alertness, Improved Initiative, Improved Natural Attack (Claws), Instantaneous Rage, Intimidating Rage, Power Attack
Environment: Underground
Organization: Solitary, Pair, or Pack (4-8)
Challenge Rating: 10
Treasure: Double Standard
Alignment: Usually Chaotic Evil
Advancement: By Character Class
Level Adjustment: —-

"TOR SMASH PUNY MINDFLERGL…Minfayble…Mind..SQUID GUYS!!!"

Every so often something results in a normal Mindflayer becoming a Ulitharid. Unfortunately the Carnal Mindflayers aren't so lucky. In their case the result is a horrifying mutation resulting from their mucking about with their genetics. One common such type of mutant is the Brute, a Mindflayer standing almost 16 feet tall, and weighing half a ton. Psionically blind they are prone to frightening rages, eventually being driven from their homes by their fellows. Brutes crave brains like an addict craves heroin, and the more powerful a psionic brain, the more they want it. Eventually it leads many to become secret cannibals (assuming they're allowed to stay instead of being exiled or killed at birth). Brutes are renowned for high divorce rates, addiction, and brow ridges. They speak a grunting, pidgin version of Undercommon.

Immune to Psionics (Ex): Brutes are immune to all psionically manifested powers that allow a Saving Throw. They get their Power Resistance score against arcane and divine magic, and against Psionic Powers that allow for Power Resistance.

Improved Grab (Ex): If the Mindflayer hits a Small, Medium, or Large creature with it's tentacle attack it can make a Grapple Check as a Free Action without provoking an Attack of Opportunity. If successful it can attempt to attach its remaining tentacles with a single Grapple check. The opponent can make a Grapple or Escape Artist Check to escape, but the Mindflayer gets a +2 Circumstance Bonus for every tentacle that was attached at the beginning of the opponents turn.

Rage (Ex): Identical to the Barbarians Mighty Rage ability on page 26 of the PHB. Brutes can Rage 4 times per day.

Combat: Brutes have little tactical sense beyond charging and flailing away. Some few seem to have figured out stealth, but they don't always use it trusting in their sheer physical power and immunity to psionic harm.

Mindflayer Carnal, Brain

Carnal Mindflayer, Brain
Medium Aberration
Hit Dice: 10d8 (80 hp)
Initiative: +5
Speed: Fly 30 ft. (6 squares)
Armor Class: 14 (+1 Dex, +3 Natural), touch 11, flat-footed 13
Base Attack/Grapple: +7/+4
Attack: Tentacle +4 melee (1d3-3)
Full Attack: 8 Tentacles +4 melee (1d3-3)
Space/Reach: 5 ft./5 ft.
Special Attacks: Mind Blast, Improved Grab, Psionics, Extract
Special Qualities: Telepathy 1 mile, Power Resistance 27, Flight, Wide Angle Vision
Saves: Fort +3, Ref +4, Will +14
Abilities: Str 4, Dex 12, Con 10, Int 30, Wis 24, Cha 24
Skills: Autohypnosis +20, Bluff +17, Concentration +10, Hide +13, Knowledge (Arcana, Psionics, The Planes) +23, Listen +21, Move Silently +13, Psicraft +23, Sense Motive +17, Search +14, Spot +25, Use Psionic Device +20
Feats: Alertness, Combat Manifestation, Improved Initiative, Weapon Finesse, Overchannel (B), Talented (B), Power Penetration (B), Greater Power Penetration (B)*
Environment: Underground
Organization: Solitary
Challenge Rating: 9
Treasure: Double Standard
Alignment: Usually Chaotic Evil
Advancement: By character class
Level Adjustment: -

All Feats not from the PHB are from the Expanded Psionics Handbook.

"Hey Bob!! Bob you gotta see this!!! It's like one'a them brains in jars, 'cept it's not!"

Brain mutations are hideous creatures. Roughly 5' tall (most of which is head), they are shrunken and malformed, floating through the air. Their head is covered in eyes and fibrous growths, and they have 8 slender tentacles instead of the usual 4. Antisocial and xenophobic even by Mindflayer standards, they are almost always encountered alone. Usually ranting about how the world will one day pay for it’s crimes against them. Or maybe just about some small cave critter it secretly believes has been it’s own personal stalker. Nothing sucks like being stalked by a normal bat which keeps returning no matter how much you disintegrate it with your mind (of course you also might be living in a cave full of bats…).
Brains speak 10 languages, 2 of which are usually Common or Undercommon, the other 8 tend to be whatever lives nearest.

Extract (Ex): A Mindflayer that begins it's turn with at least 4 tentacles attached to an opponent and that makes a successful Grapple Check extracts it's opponents brain killing it instantly. This power is not instantly fatal to creatures with multiple heads, and it does not work on Constructs, Elementals, Oozes, Plants, and Undead.

Psionic Powers: A Carnal Mindflayer Brain manifests psionic powers as an 10th level Psion. Save DC's are Intelligence based. They get 40 Power Points more per day than a Psion of their level.

Mind Blast (Su): This Psionic attack is a 60' Cone. Anything in it must make a DC 22 Willpower Save or be Feebleminded as per the spell. The Save DC is Charisma Based. This power is the equivalent of an 8th level spell.

Wide Angle Vision (Ex): Brains get a +4 Racial Bonus on Spot and Search checks, and can't be flanked.

Flight (Su): Brains levitate psionically. They permanently have a Feather Fall spell in effect on their person, even if they become unconscious. If they encounter a Null Psi or Antimagic Field this ability shuts off, and they may crawl at 5' per round.

Combat: Brains open up with psionics and their Mind Blast from a distance, and then single out helpless or feebleminded opponents. Against groups they'll use hit and run tactics until they've reduced most of the party to babbling idiots.

Mindflayer Carnal, Bimbo

Carnal Mindflayer, Bimbo
Medium Aberration
Hit Dice: 8d8+8 (88 hp)
Initiative: +5
Speed: 30 ft. (6 squares)
Armor Class: 16 (+3 Dex, +3 Natural), touch 13, flat-footed 13
Base Attack/Grapple: +6/+6
Attack: Tentacle +4 melee (1d3)
Full Attack: 4 Tentacles +4 melee (1d3)
Space/Reach: 5 ft./5 ft.
Special Attacks: Mind Blast, Improved Grab, Psionics, Extract, Mesmerize
Special Qualities: Telepathy 100', Power Resistance 25
Saves: Fort +3, Ref +5, Will +10
Abilities: Str 10, Dex 16, Con 12, Int 10, Wis 18, Cha 24
Skills: Bluff +7, Concentration +6, Diplomacy +7, Hide +7, Knowledge (Psionics) +3, Listen +6, Move Silently +7, Psicraft +3, Sense Motive +4, Spot +6, Use Psionic Device +10
Feats: Alertness, Combat Manifestation, Improved Initiative, Weapon Finesse (B) *
Environment: Underground
Organization: Solitary
Challenge Rating: 7
Treasure: Double Standard
Alignment: Usually Chaotic Evil
Advancement: By character class
Level Adjustment: +7

Combat Manifestation is from the Expanded Psionics Handbook.

"Dude that hot mindflayer check is checking you out."

"The hot WHAT??"

Mind Flayer Bimbos are among the rarest of mutations, and 90% of them are female. Bimbos are pretty much humanoid except for the mindflayery head. Their skin is jet balck and shiny, and their body is sculpted like a greek statue. For some unknown reason they appear to be incredibly attractive to elves. They are also responsible for the creation and evolution of Mindflayer divorce law, much to the chagrin of virtually everyone. Not that Mindflayers have what is commonly thought of as marriage. Basically it's a contract to fulfill one another's "needs", and an agreement to work mutually towards each others goals. Love usually doesn't enter into it. Divorces are basically fights, and the winner gets to lobotomize the user and keep them as a pet slave.

Basically what we're suggesting is don't get drunk around them if there's a priest or lawyer available.

Psionic Powers: A Carnal Mindflayer Bimbo manifests psionic powers as an 8th level Wilder. Save DC's are Charisma based.

Mind Blast (Su): This Psionic attack is a 60' Cone. Anything in it must make a DC 21 Willpower Save or be Charmed (as the Charm Monster spell) for 3d4 minutes. The Save DC is Charisma Based. This power is the equivalent of a 4th level spell.

Mesmerize (Ps): The Bimbo may cast Implanted Suggestion at will as a Psilike ability. Manifester level is equal to the Bimbos Hit Dice. Save DC gains a +2 Racial Bonus against Elves (+4 against Drow). Bimbos use this power to gain sugar daddies who give them money and protection, and the occasional sacrifice. Or to convince elves that Mindflayers are incredibly desirable despite all prior experiences they may have had to the contrary.

Combat: Bimbos prefer to avoid combat relying on their Mind Blast and Mesmerize abilities to have a party member adopt them as their new girlfriend/mate/wife/significant other/etc. Faced with higher numbers they usually flee. One on one, you better get used to Mindflayer snugglin' because you'll end up doing a lot of it. Until they need to munch a brain (unless your willing to get them victims).

Mindflayer Carnal, Hulk

Carnal Mindflayer, Hulk
Huge Aberration
Hit Dice: 20d8+300 (460 hp)
Initiative: +4
Speed: 40 ft. (8 squares)
Armor Class: 30 (-2 Size, +18 Natural), touch 8, flat-footed 30
Base Attack/Grapple: +15/+40
Attack: Tentacle +30 melee (1d6+17)
Full Attack: 4 Tentacles +30 melee (1d6+17) and 2 Slams +25 melee (1d6+8)
Space/Reach: 15 ft./15 ft.
Special Attacks: Mind Blast, Improved Grab, Psionics, Extract, Swallow Whole
Special Qualities: Telepathy 5 miles, Power Resistance 35, Damage Reduction 5/-
Saves: Fort +21, Ref +6, Will +21
Abilities: Str 44, Dex 10, Con 40, Int 10, Wis 28, Cha 24
Skills: Climb +17, Concentration +35, Intimidate +7, Knowledge (Psionics) +6, Listen +11, Psicraft +10, Spot +11, Use Psionic Device +17
Feats: Alertness, Combat Manifestation, Empower Power, Greater Power Penetration, Improved Initiative, Maximize Power, Power Penetration *
Environment: Any
Organization: Solitary
Challenge Rating: 20
Treasure: Double Standard
Alignment: Usually Chaotic Evil
Advancement: 21-25 HD (Huge), 26-35 HD (Gargantuan)
Level Adjustment: ——

Feats not found in the PHB are in the Expanded Psionics Handbook.

"You wanna go to WHAT island? Mister we should kill you just for thinkin' bout that…"

Hulks are rare mutants standing 20-30 feet tall. Able to wrestle with Titans, the Hulks are greatly feared even by their own kind. Many are put down when it becomes obvious they are growing bigger than normal. Known for having a strange sense of humor many like to spring on people unawares screaming "IA IA CTHULHU FTHAGN" or some such similar gibberish, and then scampering away to repeat later. Most speak Common.

Improved Grab (Ex): If the Mindflayer hits a creature with it's tentacle attack it can make a Grapple Check as a Free Action without provoking an Attack of Opportunity. If successful it can attempt to attach its remaining tentacles with a single Grapple check. The opponent can make a Grapple or Escape Artist Check to escape, but the Mindflayer gets a +2 Circumstance Bonus for every tentacle that was attached at the beginning of the opponents turn. If the opponent is Large or bigger it may try to Extract it's brain the next round, if the opponent is Medium or Smaller it can attempt to Swallow it the next round instead.

Psionic Powers: A Carnal Mindflayer Hulk manifests psionic powers as an 10th level Wilder. Save DC's are Charisma based. But it may spend points on powers, and has the Power Points per day, of a 20th level Wilder. Their huge brains have massive power cells, but lose flexibility.

Mind Blast (Su): This Psionic attack is a 120' Cone. Anything in it must make a DC 27 Willpower Save or be knocked unconscious for 3d4 rounds. The Save DC is Charisma Based. This power is the equivalent of a 7th level spell.

Swallow Whole (Ex): A Mindflayer Hulk can Swallow an opponent up to 2 Size Classes smaller than itself with a successful grapple check. Once inside the opponent takes 2d6+17 points of bludgeoning damage and 2d6 points of acid damage per round. It may attempt to cut it's way out with a light slashing or piercing weapon by doing 25 points of damage to the stomach (AC 19). Once he exits muscular action closes the hole, so other swallowed creatures muct cut their own way out. A hulks stomach can hold 2 Medium, 8 Small, 32 Tiny, or 64 Diminutive or smaller creatures.

Combat: Hulks are pretty straightforward: Mindblast, Mindblast, zap anything conscious, close and start wailing. Rinse, Repeat.

Mindflayer Carnal, Blob

Carnal Mindflayer, Blob
Large Aberration
Hit Dice: 12d8+70 (166 hp)
Initiative: +0
Speed: 30 ft. (6 squares)
Armor Class: 15 (-1 Size, -4 Dex, +10 Natural), touch 5, flat-footed 15
Base Attack/Grapple: +9/+15
Attack: Tentacle +10 melee (1d4+2+1d6 acid)
Full Attack: 4 Tentacles +10 melee (1d4+2+1d6 acid)
Space/Reach: 10 ft./5 ft.
Special Attacks: Improved Grab, Psionics, Extract, Constrict
Special Qualities: Telepathy 100', Power Resistance 30, Semisolid, Immunities, Fast Healing 3
Saves: Fort +9, Ref +0, Will +12
Abilities: Str 15, Dex 3 , Con 20, Int 15, Wis 18, Cha 18
Skills: Concentration +15, Knowledge (Psionics) +12, Listen +14, Psicraft +12, Spot +14, Use Psionic Device +14
Feats: Combat Manifestation, Improved Initiative, Narrow Mind, Psionic Body, Psionic Fist, Psionic Meditation *
Environment: Underground
Organization: Solitary
Challenge Rating: 11
Treasure: Standard
Alignment: Usually Chaotic Evil
Advancement: By character class
Level Adjustment: —-

All Feats not in the PHB may be found in the Expanded Psionics Handbook.

"Omigod, you are so, like, the fattest Mindflayer we have ever seen…How long has it been since you've seen your feet?? Are you even a threat at this ERK.."

"Forgot bout my Psionic powers elfie…"

Blob Mindflayers are grotesquely obese (weighing over 1000 pounds easily, and almost as wide as they are tall), and their flesh has begun to become almost gelatinous. They don't get many willing dates… But then most regular Mindflayers don't get willing dates, let alone mutant ones. They usually speak Common and Undercommon.

Constrict (Ex): A Blob does 2d4+4+2d6 acid with a successful grapple check.

Psionic Powers: A Carnal Mindflayer Blob manifests psionic powers as an 12th level Wilder. Save DC's are Charisma based.

Semisolid (Ex): Blobs are immune to Critical hits and flanking. As a Full round action they can pass through any barrier that isn't completely solid.

Immunities: Blobs are immune to poison, sleep effects, paralysis, and polymorph.

Powerful Build (Ex): Identical to the ability listed on page 12 of the Expanded Psionics Handbook.

Combat: Not much different from regular Mindflayers, however due to their improved physical defenses they are more willing to mix things up physically.

Mindflayer Carnal, Twitcher

Carnal Mindflayer, Twitcher
Medium Aberration
Hit Dice: 6d8 (56 hp)
Initiative: +7 (Spastic +12)
Speed: 30 ft. (6 squares)
Armor Class: 16 (+3 Dex, +3 Natural), touch 13, flat-footed 13
Spastic: 25 (+8 Dex, +7 Natural), touch 18, flat-footed 17
Base Attack/Grapple: +4/+3
Attack: Tentacle +3 melee (1d4-1)
Spastic: Tentacle +12 melee (1d4+4)
Full Attack: 4 Tentacles +3 melee (1d4-1)
Spastic: 4 Tentacles +12 melee (1d4+4) and 2 Slams +7 melee (1d3+4)
Space/Reach: 5 ft./5 ft.
Special Attacks: Improved Grab, Psionics, Extract, Go Spastic
Special Qualities: Telepathy 100', Power Resistance 18
Saves: Fort +4, Ref +5 (Spastic +10), Will +11
Abilities: Str 8 (Spastic 18), Dex 17 (Spastic 27), Con 10, Int 13, Wis 18, Cha 18
Skills: Concentration +6, Hide +7, Knowledge (Psionics) +6, Listen +6, Move Silently +6, Psicraft +6, Spot +6, Use Psionic Device +8
Feats: Alertness, Combat Manifestation, Improved Initiative *
Environment: Underground
Organization: Solitary
Challenge Rating: 6
Treasure: Standard
Alignment: Usually Chaotic Evil
Advancement: By character class
Level Adjustment: -

*Combat Manifestation is in the Expanded Psionics Handbook.
"Mah gawd you is thuh thinnest Flayah evah ah did see."

"Go away human…"

"Whatchoo gonna do if' ah don't boy?"

"I beat the last one who refused to leave with his own intestines."

"Bulls.."

"BLEARGHHH" wham wham wham

Twitchers are small incredibly thin Mindflayer mutations. They're main claim to fame is shivering like a chihuahua on speed. Well that and their fits of insane temper. Even when they aren't Frenzying they give people the jitters. Other Mindflayers living near them tend to have some form of teleportation on standby juuuust in case…Twitchers are about the height of a normalhuman, but about 30 pounds underweight. They speak Common and Undercommon.

Psionic Powers: A Carnal Mindflayer Twitcher manifests psionic powers as an 6th level Wilder. Save DC's are Charisma based.

Go Spastic (Ex): If insulted, angered, or hurt the Twitcher must make a DC 25 Willpower Save or Go Spastic. It gains a +10 Enhancement bonus to Strength, and Dexterity. Natural Armor Bonus increases to +7, and it gets DR: 5/-. While going Spastic and making a Full Attack it gains 2 Slam attacks doing 1d3 plus it's Strength modifier as Secondary Attacks. It will immediately attack every living thing within sight until everything is dead, or (3+Constitution modifier) rounds have passed, at which point it stops being Spastic, and is instead Fatigued until it gets a full nights sleep. If it becomes Spastic again while Fatigued, it will be Exhausted when the spasm where's off instead. Should it go Spastic again before rresting it must make a DC 20 Fort Save or become unconscious for 12 hours.

Combat: Twitchers usually use their powers and ambush tactics. Until they get hurt and go Spastic. Then they just charge and flail.

Mindflayer Carnal, Beholder

Carnal Mindflayer, Beholder
Medium Aberration
Hit Dice: 10d8+10 (90 hp)
Initiative: +6
Speed: 30 ft. (6 squares)
Armor Class: 16 (+3 Dex, +3 Natural), touch 13, flat-footed 13
Base Attack/Grapple: +7/+7
Attack: Tentacle +7 melee (1d4) and 10 Eye Rays +9 ranged touch (2d8+10)
Full Attack: 4 Tentacles +7 melee (1d4) or 10 Eye Rays +9 ranged touch (2d8+10)
Space/Reach: 5 ft./5 ft.
Special Attacks: Improved Grab, Psionics, Extract, Eye Rays
Special Qualities: Telepathy 100', Power Resistance 25, Wide Angle Vision
Saves: Fort +4, Ref +5, Will +11
Abilities: Str 10, Dex 15, Con 12, Int 17, Wis 18, Cha 18
Skills: Autohypnosis +9, Concentration +11, Hide +12, Knowledge (Arcana, Psionics) +13, Listen +10, Move Silently +12, Psicraft +3, Spot +10, Use Psionic Device +14
Feats: Ability Focus (Eyebeams), Alertness, Combat Manifestation, Improved Initiative *
Environment: Underground
Organization: Solitary
Challenge Rating: 10
Treasure: Standard
Alignment: Usually Chaotic Evil
Advancement: By character class
Level Adjustment: —-

*Combat Manifestation can be found in the Expanded Psionics Handbook

"Aw Jebus….this one's mother done did something wrong…"

Beholder Mindflayers are mutations with many eyes, but otherwise they resemble regular flayers. When informed of the nickname, actual Beholders took unprecedented offense and vowed to wipe them and all Mindflayers from the face of existence. As well as anyone who used the nickname or made the comparison. Darn touchy them Beholders. And it has nothing to do with the rumors of cross species mating either. No sir…….They speak Common, Undercommon, and Beholder (hmm…).

Psionic Powers: A Carnal Mindflayer Beholder Manifests psionic powers as an 9th level Wilder. Save DC's are Charisma based.

Wide Angle Vision (Ex): Beholder Flayers get a +4 Racial Bonus on Spot and Search checks, and can't be flanked.

Eye Rays (Su): The Beholder Mindflayer has traded it's Mindblast for several powerful eye rays.
Each eye ray has a range of 150 feet and the effect is the same as Inflict Moderate Wounds as cast by a 12th level caster (Will Save DC 21 for half damage, Save DC is Charisma based).

Combat: Beholder Mindflayers usually just hose down their opponents with eye beams, using their psionic powers to retreat or set up ambushes.

Mindflayer Carnal, Medusae

Carnal Mindflayer, Medusae
Large Aberration
Hit Dice: 10d8+20 (100 hp)
Initiative: +7
Speed: 30 ft. (6 squares), Climb 30'
Armor Class: 17 (-1 Size, +3 Dex, +5 Natural), touch 12, flat-footed 14
Base Attack/Grapple: +7/+13
Attack: Tentacle +8 melee (1d4+2)
Full Attack: 4 Tentacles +8 melee (1d4+2)
Space/Reach: 10 ft./5 ft.
Special Attacks: Improved Grab, Psionics, Extract, Gaze Attack
Special Qualities: Telepathy 100', Power Resistance 25, Blindsight 120'
Saves: Fort +5, Ref +5, Will +11
Abilities: Str 15, Dex 15, Con 15, Int 17, Wis 18, Cha 18
Skills: Autohypnosis +14, Concentration +7, Hide +8, Knowledge (Psionics) +13, Listen +6, Move Silently +12, Psicraft +13, Spot +6, Use Psionic Device +14
Feats: Alertness, Combat Manifestation, Improved Initiative, Up the Walls *
Environment: Underground
Organization: Solitary
Challenge Rating: 10
Treasure: Standard
Alignment: Usually Chaotic Evil
Advancement: By character class
Level Adjustment: —

*Feats not found in the PHB are in the Expanded Psionics Handbook.

"Okay…dude, seriously…what has your daddy been fooling around with?"

"Look, I'm just a mutant, okay?"

"Yeeeeaaahhh….yeah I didn't but that crap from the one with all the eyestalks either….friggin' perverts…."

Medusae Mindflayers are hideous. The only Mindflayer so ugly it's opponents eyes explode rather than look at it. They resemble regular mindflayers with a sluglike body from the waist down, and a head and back teeming with small writhing tendrils. The other Carnal Mindflayers sometimes refer to them as "fugly". The Medusae sometimes refer to other Mindflayers as "you hypocritical, condescending mother fuckers". They speak Common, Undercommon, Draconic, and Goblin.

Psionic Powers: A Carnal Mindflayer Medusae manifests psionic powers as an 10th level Wilder. Save DC's are Charisma based.

Blinding Gaze (Ex): 1d6 damage and Permanent Blindness as eyeballs explode, 30', DC 19 Fortitude Save Negates (Save DC is Charisma based).

Combat: Medusae Flayers rely on their Gaze Attack to render their victims sufficiently disabled to close in and finish them. They save their Psionic abilities for stubborn foes who make their save or avoid their Gaze.

Mindflayer Carnal, Hexapod

Carnal Mindflayer, Hexapod
Medium Aberration (Aquatic)
Hit Dice: 8d8+16 (80 hp)
Initiative: +7
Speed: Swim 30 ft. (6 squares)
Armor Class: 15 (+2 Dex, +3 Natural), touch 12, flat-footed 13
Base Attack/Grapple: +6/+7
Attack: Arm +12 melee (1d4+6)
Full Attack: 4 Arms +12 melee (1d4+6) and 2 Tentacles +7 melee (1d6+3)
Space/Reach: 5 ft./5 ft. (10 ft. with tentacles)
Special Attacks: Improved Grab, Psionics, Extract, Mind Blast
Special Qualities: Telepathy 100', Power Resistance 25
Saves: Fort +4, Ref +4, Will +9
Abilities: Str 22, Dex 15, Con 15, Int 19, Wis 17, Cha 17
Skills: Concentration +12, Hide +12, Knowledge (Psionics) +14, Listen +13, Psicraft +14, Spot +13, Swim +14, Use Psionic Device +9
Feats: Improved Initiative, Combat Manifestation, Multigrab *
Environment: Warm Aquatic
Organization: Solitary
Challenge Rating: 8
Treasure: Standard
Alignment: Usually Chaotic Evil
Advancement: By character class
Level Adjustment: -

Combat manifestation is from the Expanded Psionics Handbook, Multigrab is from Savage Species.

"Hoooooweeee!! Lookit what ah got's in mah net heah!! You is the ugliest octopus ever I did see…"

"STFU, and drop me back in the water Bubba, or you'll see just how ugly I can be."

Hexapods look like purple octopi, with a few important differences. They have 4 stubby arms, and 2 long tentacles, a lamprey like mouth, and their eyes resemble a mindflayers. Perfectly adapted for aquatic existence, they can be a terror in the reefs of local seaside communities. It's wise not to make Calamari jokes around them. They've heard them all, they don't think they're funny. You have been warned. Hexapods are about 60 to 150 pounds, with an armspan of up to 14 feet. They speak Aquan, Common, Giant, and Sahuagin.

Skills: Hexapods have a +8 Racial Bonus to Swim checks, and can always Take 10 on a Swim check. They may use the Run action while swimming in a straight line.

Improved Grab (Ex): If the Mindflayer hits a Small, Medium, or Large creature with it's arm or tentacle attack it can make a Grapple Check as a Free Action without provoking an Attack of Opportunity. If successful it can attempt to attach its remaining arms/tentacles with a single Grapple check. The opponent can make a Grapple or Escape Artist Check to escape, but the Mindflayer gets a +2 Circumstance Bonus for every tentacle that was attached at the beginning of the opponents turn.

Extract (Ex): A Mindflayer that begins it's turn with any combo of 4 arms or tentacles attached to an opponent and that makes a successful Grapple Check extracts it's opponents brain killing it instantly. This power is not instantly fatal to creatures with multiple heads, and it does not work on Constructs, Elementals, Oozes, Plants, and Undead.

Psionic Powers: A Carnal Mindflayer Hexapod manifests psionic powers as an 8th level Wilder. Save DC's are Charisma based.

Mind Blast (Su): This Psionic attack is a 60' Cone. Anything in it must make a DC 17 Willpower Save or be Paralyzed for 2d4 rounds. The Save DC is Charisma Based. This power is the equivalent of a 4th level spell.

Combat: Hexapods are DEADLY underwater. They usually open up with the Mindblast as much as possible, and try to finish off drowning paralyzed targets. If this fails they will rely on the psionic powers to create an opening for their grapple.

Mindflayer Carnal, Nautiloid

Carnal Mindflayer, Nautiloid
Large Aberration (Aquatic)
Hit Dice: 12d8+60 (156 hp)
Initiative: +0
Speed: 30 ft. (6 squares), Swim 20 ft.
Armor Class: 21 (-1 Size, +12 Natural), touch 9, flat-footed 21
Base Attack/Grapple: +9/+20
Attack: Claw +15 melee (1d8+7)
Full Attack: 2 Claws +15 melee (1d8+7), and 1 Radula +10 melee (2d6+3)
Space/Reach: 10 ft./10 ft.
Special Attacks: Improved Grab, Psionics, Bore, Charge, Powerful Build
Special Qualities: Telepathy 100', Power Resistance 30, Damage Reduction 5/-, Amphibious
Saves: Fort +11, Ref +4, Will +12
Abilities: Str 25, Dex 10 , Con 24, Int 15, Wis 18, Cha 18
Skills: Concentration +17, Knowledge (Psionics) +12, Listen +14, Psicraft +12, Spot +14, Use Psionic Device +14
Feats: Combat Manifestation, Improved Inititative, Power Attack, Improved Bull Rush, Reckless Charge *
Environment: Underground or any Aquatic
Organization: Solitary
Challenge Rating: 12
Treasure: Standard
Alignment: Usually Chaotic Evil
Advancement: By character class
Level Adjustment: -

Combat Manifestation is from the Expanded Psionics Handbook, Reckless Charge is from the Miniature's Handbook.

"Abner…"

"Yuh Cletus?"

"Whut the hail is thet thar thang?"

"Ah dunno but it just et Bill Johnston. And his boat."

"S'pose we shud stop fishin'?"

"Now lets not be hasty Abner…"

Nautiloids are unusual even for mutates. They appear vaguely like incredibly stocky Mindflayers covered in a horn-like shell. Two great tusks jut from the sides of their jaws, which they use in ramming attacks. The mouth is surrounded by many fine tentacles, and it hides a huge radula, the Nautiloid's most fearsome weapon. They're pretty xenophobic. They don't even keep slaves. Which means they spend much of their time ranting about the work they have to do or why they cant eat each others brains instead of those disgusting foreigners. Then they stare at each other uncomfortably for a while. Then they change the subject. Nautiloids speak Common and Aquan.

Improved Grab (Ex): If the Nautiloid hits a Small, Medium, or Large creature with it's tentacle attack it can make a Grapple Check as a Free Action without provoking an Attack of Opportunity. If successful it may use it's Bore attack the next round.

Psionic Powers: A Carnal Mindflayer Nautiloid manifests psionic powers as an 12th level Wilder. Save DC's are Charisma based.

Charge (Ex): A Nautiloid does 2d8+14 damage with a charge.

Powerful Build (Ex): Identical to the ability listed on page 12 of the Expanded Psionics Handbook.

Bore (Ex): With a successful grapple check the Nautiloids tentacles and radula bore into the victims skull killing it instantly. This does not work against creatures with multiple heads (at leas until its gotten all the heads), elementals, oozes, undead, constructs, and plants.

Combat: Nautiloids almost always charge, and follow up with a grapple if they believe they can. Psionics are reserved for trickier situation where brute force will not suffice.

Mindflayer Carnal, Slimer

Carnal Mindflayer, Slimer
Medium Aberration
Hit Dice: 8d8+16 (80 hp)
Initiative: +7
Speed: 30 ft. (6 squares), Climb 30'
Armor Class: 17 (+2 Dex, +3 Natural, +2 Deflection), touch 14, flat-footed 16
Base Attack/Grapple: +6/+7
Attack: Tentacle +7 melee (1d4+1)
Full Attack: 4 Tentacles +7 melee (1d4+1)
Space/Reach: 5 ft./5 ft.
Special Attacks: Improved Grab, Psionics, Extract, Mind Blast
Special Qualities: Telepathy 100', Power Resistance 25, Slime
Saves: Fort +4, Ref +4, Will +9
Abilities: Str 12, Dex 15, Con 15, Int 19, Wis 17, Cha 17
Skills: Balance +4, Climb +5, Concentration +12, Hide +2, Knowledge (Psionics) +14, Listen +13, Psicraft +14, Spot +13, Use Psionic Device +13
Feats: Improved Initiative, Combat Manifestation, Multigrab
Environment: Underground
Organization: Solitary
Challenge Rating: 8
Treasure: Standard
Alignment: Usually Chaotic Evil
Advancement: By character class
Level Adjustment: -

"I am so not touching that. You didn't say they'd be icky…"

"Of course they're icky, they're Mindflayers. Thats the entire friggin point of being a Mindflayer!"

Slime Mindflayers are covered in noxious purple goo. They can alter the consistency to make it sticky or oily. While the other flayers dont mind them, most humanoids find them disgusting. Except for some perverts among the Drow. What is it with the Drow anyway? They are otherwise pretty identical to the average Carnal Mindflayer.

Psionic Powers: A Carnal Mindflayer Slimer manifests psionic powers as an 8th level Wilder. Save DC's are Charisma based.

Mind Blast (Su): This Psionic attack is a 60' Cone. Anything in it must make a DC 17 Willpower Save or be Confused for 3d4 rounds. The Save DC is Charisma Based. This power is the equivalent of a 4th level spell.

Slime (Ex): A Slimer is covered in purple slime. As a Free Action it can later the slime to make it sticky or oily. If the slime is sticky the Slimer gains a +8 Circumstance Bonus to Climb, Balance, Trip, and Grapple checks (except when its trying to escape a Grapple). If the slime is Oily it gains a +8 Circumstance Bonus to Swim, Trip, and Grapple checks (only when attempting to escape a Grapple). It also gains a -8 Circumstance penalty to Climb and Balance checks. The slime also gives it a +2 Deflection Bonus to AC. Track rolls are automatically successful unless the Slimer enters the water at some point.

Combat: Slimers tend to try to hide, mind blast, and then close for grapple as soon as possible using their slime to ensure their prey cant escape.

page revision: 3, last edited: 25 Sep 2010 14:11

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