[Review] The Illithiad; Mind Flayer the Brain-eatening

The Illithiad (1998)
Bruce R. Cordell (TSR)

The Illithiad

Cruff: Additional rules so specialised or baroque that they serve no real purpose except to fill page space. Alternative term: Cruft.

Flunch: Rules which simulate genre conventions in a fashion so poorly-concieved that they make you want to hide under the couch. Alternative term: Flinchers.
– Some guy on therpgsite.com

There is something of an informal consensus among the OSR that 2e sucks. Perhaps that is true, perhaps it is not. Today we will dredging up some of that good ole’ 2e and see how it holds up. But first some background.

When I was but a wee urchin and I first got my grubby paws on a shiny mint-flavored, chocolate-and-fudge-coated Player Handbook and Dungeon Master Guide I had an obsession with Mind Flayers; I’d put them in as many adventures as I could and I’d know everything about them and I named my first hotmail address in honor of the most overpowered prestige class for mind flayers ever. It is now, many years later, that I am uniquely qualified to review this product. I still kind of fucking love mind-flayers. They are uniquely DnD, wonderfully eldritch and horrific and they get slightly more disturbing with each iteration of dnd, excluding 4e (because why the hell wouldn’t we?) and 5e (have not read, played or smelled 5e).

The Illithiad by well-known 3rd Wave award-winning DnD author Bruce Cordell (who I believe is responsible for the creation of one of my favorite non-oldschool adventures of all time, Return to the Tomb of Horrors) is a book full of flavour text about Mind Flayers that happens to have some gameables in it. Its about the closest I have seen DnD come to a WoD style splatbook. This represents a product from the late, decadent era of 2e and it shows all the distinctive characteristics thereof (i.e the need to spell everything out and an unhealthy obsession with trivial details). However, if you have always wanted to run a campaign centered around foiling the plots of Mind Flayers (or Illithid to politically correct bugbears) with a great deal of talking, examining and researching alongside the habitual chopping and burning you will probably find this a very useful book, or at the very least not altogether wretched. For the OSR-enthusiast, ye handsome man of free spirit and svelte, golden physique, this book will be mostly fluff for you.

On to the Illithiad proper. The Illithiad is about 96 pages long, i.e about as long as you can make a book about Mind Flayers without making it obvious you are adding copious amounts of padding and the art is gorgeous (of particular note is a wonderfully drawn dissected Mind Flayer corpse in the anatomy section). It’s written as a sort of in-universe tome (again, ah la World of Darkness), but the sections consisting of purely crunch kind of take you out of the attempt (no Storm of Chaos or Xenology this, sorry Cordell).

The Illithiad opens with 4 pages, I say again take note filthy white wolf angst-wank scribes, 4 pages of introductory flavor text. In it we are introduced to the Illithiad, which is a collection of notes on the Mind Flayer menace belonging to the notorious Underdark Merchant-Sage S.Wakeman collated shortly before his disappearance by a wizard of the Arcane Order, the order being something of a recurring feature in the DnD related works of Cordell.
We get a silly pun right off the bat, with the mentioning of several other notable works on the Illithid menace including the classic Mind Kampf by Ronnasic. Automatic +.5. Also included are several diary-like entries of an expedition to the Underdark in search of a tribe of elves to trade with or whathaveyou that get ambushed by a horde of mind-controlled grimlocks led by a mindflayer, barely escaping with most of the expedition dead, which forms the motivation for the merchant to learn more about Illithids. That is good. And we get a stupid thing. Apparently “the flayer hasn’t eaten yet,” is a common proverb and the mind flayer is universally feared. Do fucking dirt-farmers in the Forgotten realms know what mind-flayers are? I was under the impression they were fairly rare and somewhat enigmatic, what with everyone still being alive and them living under ground and shit. I am calling bullshit.

The First chapter of the Illithiad is dedicated to Mind flayer anatomy, describing such features as its eyes, which can see solely in infravision (with a hilariously precise table of vision ranges for each type of illumination which would only be of use if you were indeed to run a campaign around them), its coating of psionic mucus that gives it its magic resistance, its shitty hearing and its tentacle face. The fluff is very interesting (the explanation for the rapid burrowing/tentacle brain extraction is cool) but the crunch in this section gets the award for most-anal-retentive useless rules in the history of useless rules. There is a rule-system to measure the exact decay of a mind flayer’s magic resistance if it loses its protective slime coating. I can understand notes on swimming speed and hearing (-10% to hearing noise) but Jesus Christ. At least they don’t take up much space.

The second chapter is far more interesting, and describes a hithereto unseen aspect of the humble mind flayer, it’s life-cycle, which is as appropriately nonsensical as it is horrifyingly Lovecraftian. The loathsome touch of late 2e stays its corruptive touch for the most part and thus the end result, while bland in some places, manages to convey some of the horror that is implicit in the very lifecycle of the creature.
The vile Illithid is born as a small, tad-pole like organism, faces a darwinian winnowing process where 998 out of every 1000 tadpoles do not survive to reach adulthood and is implanted in the brain of a mature humanoid (the Illithiad takes great pains in pointing out exactly which humanoids work for this process and which do not), where it will promptly devour the brain of its host and transform its body until it has the shape of a mature Illithid (with again, a useless rule-block modelling exactly how long it takes the Illithid to mature, with carefully balanced steps for tracking its hit dice growth and magic resistance per month that will prove to be of absolutely no use to anyone if my gut feeling is correct). It is considered the most abhorrent crime against nature to allow an Illithid tadpole to mature without it being implanted in a host (and well it should, since the result of this is a gigantic acid-breathing, brain extracting psionic nightmare worm of death that is even worse).
Upon death their brains are added to the Elder Brain, a gigantic psionic brain with a gestalt intelligence composed of all the minds of fallen Illithids in the Illithid village, which leads the community. Bizarre. Horrific. Great.

We also learn Mind Flayers are fucking monsters and they need to be destroyed. Mind flayers require about a brain per month to stay alive. After that they begin to weaken and die in about 4 months. Given that they can grow to be about one hundred and twenty-five years old, that means that a body-conscious Mind Flayer that lives its entire life on strictly regimented diet will need to kill about fifteen-hundred sentient creatures (animal brains do not contain the necessary psychic quotient or whatever). A typical Illithid community consists of about 200 mind flayers and so it would burn through about 2400 people a year (or about the equivalent of a large town each year). Uh…how densely populated is the Underdark? Either Mind Flayers have to be pretty fucking rare or you’d expect the surface world to take them a bit more seriously, as in, mobilizing armies to exterminate every single last one of the fuckers. And under 2e a single mind flayer remains a threat to all but the most experienced and powerful humanoids, let alone a bunch of peasants, so attrition would be fairly low, and that is not including the slaves they will invariably dominate in order to do the manual labor. In summary, anyone who knows enough about mind flayers would logically make it his life ambition to fucking destroy them on sight since they are a threat to all sentient life.

Last up in the description of the elusive mind flayer lifespan is a number of variants and related creatures. One out of every 25 tadpoles needs twice as long to mature (20 years) but if it survives to adulthood (it rarely does) it becomes a sort of super mindflayer known as the Ulitharid, with 6 tentacles, a double lifespan and more hit dice. Sometimes mind flayers fuck around with implanting tadpoles in other species, such as ropers, in case you have always felt that what the roper was missing was psychic powers and tentacles that can extract brains and kill anything in one round. Some Mind flayer Undead in the form of vampires and liches (shunned by the community for avoiding glorious one-ness with the Elder Brain) and of course the servitors of the elder brain, the dreaded brain golem.

The third chapter provides expanded psionics rules. I can feel you cringing. Dnd has had a swingy relationship with optional psionics rules and this one is no exception, utilizing a bizarre and fortunately now outdated version of the psionics rules whereby every creature has a mental attack bonus and a mental AC based on Int+Wis. Terrible since most creatures do not have a wisdom score in 2e.
Different psionics rules and options are provided to make everything even more confusing and I think I can conclusively state that while the psionics rules in 1e were a lot more overpowered and confusing the rules in 2e are so byzantine and overly complex I think I might hate them more. Psionic combat is like a bizarre version of rock-paper-scissors-lizard-spock with all these extra stats to really no justifiable gain. They should have just given mind flayers some spell-like abilities and called it a day, none of this weird psp, defense modes, mental AC shite that is fucking everything up. Commonly available psionic disciplines and devotions from the psionics handbook are reprinted here, I guess for reference or because Bruce Cordell didn’t really feel like writing this chapter, but at the very least this chapter has the decency to end with a number of unique Illithid psionic powers (meant to be rare even among Illithids) that are, for the most part, very interesting, involving such strange concepts as creating bubbles of temporal stasis for preserving objects, telepathically projecting your taste at your foes (great for when you are eating their friend’s brain), the insanely potent Crisis of Breath power that shuts down the autonomic breathing response and barring some 6th level spells lasts about 30 FUCKING DAYS during which the victim must REMAIN AWAKE, some more pulpy telepathic powers that are fucking cool and thus unavailable to the idiot PC’s and even a single power that severs the tie between the undead and the negative plane, giving the flayer at least some form of defense against the living dead.
I hate most of this section but the unique powers should help spice things up and add variety to any villainous mind flayer npcs. Of course, since PP costs are given, it should be no great effort to make these powers available to any Psionic PC, and the disruption to the game’s balance of power should be no larger then that of your average level 7+ wizard.
The section ends with a discussion of some psionic drawbacks, nothing along the lines of Warhammer 40k, but consistently burning out all your PSPs every time can have some fucked up negative consequences over a very large period of time, causing a psionic cascade where you have an infinitesimal chance of basically randomly firing all of your psionic powers at an ever accelerating rate at random targets until you run out of PSPs. This, my friends, is Cruff. The effect is interesting but the percentages take place over such long time periods that actual codification of this cascade effect is pure fucking window dressing. If it was possible to play an Illithid PC it would have been an unnecessarily detailed and baroque rule, as it is, for NPCs it is utterly and completely useless.

Same with another effect, Psionic Flareback. Check every 6 months when an illithid uses more then 10% of its psp in a single round with a base chance of 1%. Oh 2e.

A psionic disease is mentioned which at least can provide some sort of complication or hook or flavor and it ends very effectively, with a fascinating paragraph on some Mindflayers retaining minor behavioral quirks of the host bodies they have taken over and a quite frankly brilliant paragraph of a dark Illithid legend of THE ADVERSARY, an Illithid that was eventually taken over by the personality fragments of its original host and moved among the Illithid, seeking to destroy them from within while outwardly appearing a Mindflayer. This is the shit. Cordell fucks things up sometimes but this is not one of those times. Nice.

Chapter the 4th concerns the history and religion of the proud Illithid Race. Unsurprisingly and entirely appropriately it is shrouded in myth and legend. GOOD. STOP SUCKING THE FUN OUT OF EVERYTHING BY EXPLAINING IT 2E.

Mind Flayers are old as fuck and have been around as long as historians have been there to describe them. Instead of spelling out where they came from exactly the Illithiad takes the correct approach by giving us multiple mutually contradictory explanations, ranging from creatures that came from a lovecraftian other-dimensional realm (ye Far Realm or Other Place, that is referred to in the fragmented transcripts of time-travelling wizard societies), to the horribly transmuted time-travelling wizardly prodigies that touched this place in their voyagings, to the mutant offspring of the slaves of some primordial civilization lost to time, to the literal creations of their monstrous brain God Illensine, who, like some lovecraftian psionic-version Sauron, seeks to tear down all that other gods have built.

In true Lovecraftian fashion, they ruled a plane-spanning empire in the days when the planes were yet differently aligned that was so awesome it was capable of challenging the Outer Planes themselves. Naturally, it was destroyed when it was at the apex of its power by the very slaves that it required to sustain its dread reign (who later became the astral plane dwelling Githyanki and the limbo-dwelling Githzerai), and the survivors were scattered, losing most of the knowledge that made their empire great. This is the good 2e. If you are going to do your worldbuilding you can at least make an effort to make it epic and this whole history, which manages to take up less then 2 pages, is very atmospheric and sets the mood and sets it well. Vast epochs of time, plane-spanning conflict and lovecraftian horrors from beyond time and space.

Religion is similarly handled in a concise fashion; those few religiously inclined Mind Flayers worship a Giant Brain god of hidden secrets who glowing ganglions reach into the planes and whose hive-mind rat spies function as its eyes and ears where it cannot reach. This was the stuff that made me love DnD when I was a kid. Just enough hints and text is provided to make it memorable without fleshing everything out in nauseating detail. Much of this section does assume a familiarity with Planescape and the wider 2e cosmology which is understandable and at least it saves time. The other Illithid deity, Maanzecorian, is briefly mentioned (2nd edition players might dimly remember an entry in the Monster Mythology sourcebook) but ah las for poor Maanzecorian he takes a retcon to the chest and is pronounced dead, which is probably for the best since the presence of a second mind flayer god adds no thematic value.

The fifth chapter follows with an overview of Mind Flayer society and general outlook on life. Like any good villain, Illithid see themselves as exalted creatures that bring order to a chaotic universe and even more bizarrely, the eating of a slave-creature brain is regarded as a genuine gift and appreciated as such. Though they are hyper-intelligent, they still have delusional or even irrational belief systems, which adds to their alien nature. And they hate the sun and seek to extinguish it.
As is only to be expected, Mind Flayers will kill any of their own kin that question or defy any of their key edicts. The Illithiad should be commended for doing the opposite of what most faction sourcebooks tend to be. Rather then turn a fairly one-dimensional villain into an anti-hero or some other nonsense, the Illithiad manages to give us a nuanced and in depth look on mind flayer society and psychology, making them all the more clearly evil. Mind flayers are not misunderstood, tormented or even once noble creatures with a legitimate grievance against the universe. They are monsters, bitter monsters whose closest thing to happiness is the consumption of the brain of a sentient creature and who feel a constant frustration towards the greater universe for resisting what they feel is only the natural order. Awesome.

We also get a sort of general blueprint for how the Mind Flayer structures its villages and cities. I got a bit of a TLDR vibe here; the culture stuff is neat but the governmental structure gets kind of dull and is at times so mundane as to be jarring, with the Council of Elders and the various appointed roles and different branches of the financial and administrative body carry out what tasks, and the various political factions that are active within the average mind flayer community. A few points are given for factions that seek to incite the horror and fear of the mind flayer that already exists in thrall (meaning non-illithid) communities to extreme heights by deliberately acting as horrifically as possible, and of course the party for extinguishing the sun (the Darkeners) and their philosophical counterparts, the Lets-develop-means-to-live-on-the-surface party. Overall, while some of these factions are kind of neat and they give you a plethora of different motivations to fuel various Mind flayer plots and schemes, shit drags on a bit and the mundane parts are kind of dull. I’m not saying I could do better, but that is the vibe I get from this section.

The Part on Coming of age is expected but dull, the section on Social Customs is great, varying from a small amphiteatre where specially trained eaters devour a slave brain and telepathically transmit the sensation to the onlookers to gladiatorial battles where both combatants fight using telepathically controlled slaves.
I could ramble on about Illithid language or naming conventions, relations with the Githzerai, perceptions on undead and whatnot but I think the point has been decisively made. This section is overly long but filled with enough great detail to conclusively flesh out the Mind Flayer to an almost ridiculous degree. If this section does not allow you to present the Illithid in an interesting, varied yet still utterly terrifying light, there is no hope for you. Climb on a pyre of your roleplaying stuff and burn like the heathen kings of old.

Somewhat true to its roots, the Illithiad does give us our gameable stuff in the form of a sample Illithid community. Using it as a straight-up dungeon or adventure site might pose a bit of a problem (when was the last time your party took on 200 mind flayers and 700 grimlocks?) so you will have to get a bit creative. I think even a 18th level party could easily get its shit murdered if they do not take proper precautions.
It is very interesting how it is designed though, with the community proper being constructed underneath the thrall village on top of it and only accessible through a concealed entry-way, the multiple checkpoints and guard-posts in place and of course, the inner sanctum that can only be accessed through the use of Dimension door (isn’t being a natural psionic fun?).
Raiding this thing is going to be tough and take at least a hundred several thousand elite mercenary troops but it would be very interesting, at least until they run into the guy with the giant pipe organ made of human bones. Cordell even takes the time to describe some of the settlement’s major Npcs and gives them about a paragraph of backstory and motivation, useless since they will be murdered on sight because Mindflayers are monsters that need to be destroyed, but still good stuff.

Are we there yet? Yet another section, this one on mindflayer technology. You read that right. Instead of using magic like idiots mindflayers use a strange blend of otherworldly technology and psionics that is as unique as it is terrifying. Some of these devices can be easily repurposed for PC use, such as the brain-mate, literally a container with a piece of elder brain that can be telepathically consulted on shit, others would be useless to a human, such as the bizarre damp suit (like a reverse diving suit) or the cephalometer that measures the skull size of slaves. Rules are even given for psionically powered exoskeletons or quasi-bionic tentacle extension-grafts. Psionically imprinted blades with powers that increase based on the intelligence of the wielder. Based on how original this shit is when compared to baseline 2e I give it about an 11 out of 10. Its great.

We end the book with a quick stat reference for all Illithid monsters that have ever appeared anywhere ever, which is useful in a mind flayer centric campaign (and why the fuck would you buy this is you are not going to run a “The Tendrils Below” or a “The Nightmare beyond Time” campaign)?
And of course, for the first time (evar?) stats are provided for the Elder Brain, Mind Flayer ropers, Neolithids and for some baffling reason the Gohlbrorn, an underground variant of the bullette that attacks from ambush and spits rocks from its gullet. Its relation with the Illithid is never explained. Weird 😦

I am a man of simple taste. I prefer adventures and campaign settings with useful shit. This is book about a very narrow topic, the culture of a single monster. It accomplishes the task of making that single master interesting enough to base a campaign around fighting it. While it is a filthy fluffsplat, it is nevertheless chuckfull of gameables, variants and adversaries, not to mention enough detail to keep a game against a single type of opponent from getting stale. Though it does have a tendency to get obsessed with trivial details at times, the Illithiad is a triumph for fluffsplats everywhere. Thank god game design went in another direction, the quality of this work nonwithstanding. Recommended if the idea of running a campaign with a single type of antagonist is appealing to you or if you like background books about lovecraftian horrors.

Pros: Abundant information allows you to fully flesh out the role of Mind Flayers in your elfgame.
Cons: Useless crunch. Heavy on fluff but comparatively light on hooks and gameables.

Final Verdict: DON’T LOOK AT ME I AM HIDEOUS 7 out of 10.

8 thoughts on “[Review] The Illithiad; Mind Flayer the Brain-eatening

  1. That whole ‘destroy the sun’ thing, besides having a Burnsian vibe, always stuck me as stupid. Would farmers, especially genius farmers, go out of their way to purposely destroy the soil in which their crops grow?


    1. They are incredibly intelligent but they have such bizarre blind-spots in their thinking I never gave it a second thought, perhaps they’d use artificial light-sources to compensate? It probably makes more sense from a Mind Flayer point of view to terra-form (sol-form) your own habitat and find a way to keep your thralls alive then to live underneath the hated sun, i mean, thralls are there for you to give order and meaning to their lives.
      From a physics point of view it makes no sense since a system without a sun is going to cool down to truly abysmally low temperatures completely unsuitable for anything that could exist in a terrestrial atmosphere fuck it it’s DnDtown!


  2. Sounds like a lot of inflated tosh produced by people who can’t do mathematics to me. I bet they don’t understand poetry either.


      1. I’ve just reviewed every White Wolf product in two sentences, right there. The rest is feeble attempts at defence from people who dress like vampires but need an RPG to encourage them.

        Liked by 1 person

  3. I have forborn from commenting on every old entry I reread (don’t ask me why either, I think I was curious about the origins of the Palace and went back to see how long it’s been in embryo) but this one bears a scolding. Not for you, but for Von of the past, who is talking out of his fundament here.

    In the clear light of 2020 I can see the Illithiad for what it is: a flawed gem. The flaw in question is the communities of hundreds of Mind Flayers requiring vast armies and near-godlike levels to even pester, rendering most of this material a waste. Here’s a fix: the Illithid civilisation is broken, great Maanzecorian is dead, and the secretive cult of Mind Flayer refugees arrives on other planes by the mere handful. So powerful and perilous are these creatures that one is a serious threat around which an adventure might congeal; half a dozen are enough to deform a society considering their long lifespan and ceaseless hunger. They are cautious in their exile, keeping their numbers low to evade further retribution and out of a religious obsession with secrecy and infiltration, but they harbour grandiose desires and hatch implausible schemes to kill the sun of whatever world they’ve ended up on and rise again…


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