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Villain Overview

Mind-Flayers, also known as Illithids, are a malevolent and cruel race of monsters with psionic powers from the Dungeons & Dragons roleplaying fantasy game. They are, alongside the Beholder, one of the game's most classic and recognizable creatures.


Illithids are humanoid aberrations with an octopus or squid-like shaped head. They have a circle-shaped mouth full of sharp fangs which allows them to feast on the brains of other creatures. They are hermaphroditic and reproduce by spawning a mass of larvae two or three times in their life. The larvae resemble miniature illithid heads or four-tentacled tadpoles. Larvae are left to develop in the pool of the Elder Brain. The ones that survive after 10 years are inserted into the brain of a sapient creature, which the larvae then consumes, causing it to absorb the host's physical form and achieve sapience. This process is called ceremorphosis. Illithids often experiment with non-humanoid hosts, but ceremorphosis involving other creatures usually fails, killing both host and larva. There is a variant of this process involving adult Mind-Flayers called laceremorphosis, which makes them bigger, stronger and more powerful than regular mind flayers. They become Ulitharid or illithid-nobles, and posses six face tentacles instead of the regular four.

Society and Culture

Mind Flayers are very sadistic, aggressive, and mean-hearted beings, and believe themselves to be superior to other species in the game's Multiverse, which makes them tipically enslave other races they perceive as weak. They tipically make their homes in the dark caverns of the Underdark, the same place where other villainous beings such as Drows and Driders are often found. Mind flayer communities range in size from 200 to 2,000, and that is counting only the illithids. Each mind flayer in the community likely has at least two slaves to do its bidding. In these communities, the number of slaves often far outstrips the number of mind flayers. For example, the illithid city of Oryndoll has a total population of 26,000, but mind flayers only account for 3,450 of that number.


Illithids are capable of speaking more than one language: they can speak tongues such as Undercommon and Deep Speech, but Illithids prefer telepathic communication. They also have a written letters and symbols called Qualith, which consist of patterns of four lines imbued with psionic energy, capable of conveying not only text but also the authors' thoughts. Obviously very esoteric and magical, Qualith can only be read by other Illithids.

Illithid names are manifestations from thoughts that identify them to other members of the race. Since their names are too complex to be pronounced or even expressed in words, other races of the Underdark adopted rough translations or abbreviated words by usually combining descriptive words that conveyed the general idea of Illithids' original names in order to identify them. Sometimes Illithids themselves chose to adopt pronounceable names for the benefit of their thralls or to instill fear in their enemies.


Illithids do not worship entities as deities and thus do not share the same mythical thoughts about the afterlife. Instead, an Illithid's final wish upon impending death is to be rejoined with its Elder Brain, thus attaining a form of immortality by having its life experiences merged into Elder Brain's consciousness. Individual Illithid's biography is inscribed in Qualith by members of Illithid colonies to preserve a dead Illithid's brain until it is consumed by the Elder Brain.

However, Illithids revere two manifestations of psionic ideals in a form resembling worship. While these entities are not exactly deities, they are said to be capable of granting divine powers to their followers, even to non-Illithid races.

The first and broader entity is called Ilsensine, a being which is said to embody the mastery of its own mind and a union with universal knowledge. Larger Illithid colonies interpret this concept differently: Some viewed it as a promise of power and domination to its followers. (a feature that was also attractive to non-illithid followers) Others interpreted these objectives as attainable through dominance or replacement of the deities associated with knowledge.

A smaller sect of Illithids revered another lesser-known entity called Maanzecorian. It embodies a complete comprehension of knowledge and the simultaneous access to memory, thought, and aptitude. It is also viewed by the Illithids as a keeper of secrets. After Maanzecorian was killed by Tenebrous, the undead shadow of the demon lord Orcus sometime in the mid-14th century, the Maanzecorian sect seemed to have faded. However, in the late 15th century , Illithid colonies dedicated to Maanzecorian revived.


  • The Illithids are based on the Great Old Ones, especially Cthulhu.
  • The Mind Flayer from Stranger Things is based on these creatures.
  • They are the antagonists of Baldur's Gate 3.