Mind Flayer Monster Card art by Nate Marcel

Mind Flayer Culture, Psychology, & Lore

by Alec Wilson

“We’re friends. We travel together. The King stays right here in his chair and I show him images from the world I think he’d enjoy. Nothing upsetting, of course.”

–Chancellor Fynndylglib

Origins, Culture, & Psychology

Mind Flayers came to this land in tall grey ships from across the Tol Sea. They brought with them magical writings, dimensional maps, currency, and a knowledge of stars unknown at the time. They taught of moons that hide behind the Moon, and of the Shadow that hides within the day.

Mind Flayers did not seek to dominate others with their psionic powers at first, in fact, many believe it was the journey from their land to ours that gave rise to those powers. Instead, they shared their knowledge, especially with the Elves of the Elder Age, but also with Dwarves, Gnomes, Halflings, and to a lesser extent, with Humans. During this time Mind Flayers were known as the Pellenbyrn, “Greyborn” in the common tongue, and were revered for their skill in Divination and Illusion.

They advised Kings and Mages of the Elder Age, and were accepted, even by the High Elves, as a race possessed of an equal, though very different, knowledge of the Astral and Arcane.

The Pellenbyrn were always a solitary people, few in number. They lived quietly, apart from others, and largely apart from themselves. In cities, Pellenbyrn had a preference for high tower dwellings, sleeping and studying well above the noise of the street.

When first they ventured into the mountains, they used maps writ with magic inks to locate the Lost Halls of Felbaran, long abandoned by the Dwarves, to be their home. This gave rise to animosities between the Pellenbyrn and the Allied Races. Upon their rediscovery, many Dwarven clans claimed ownership of the Halls, and called upon Elves and Humans to support them.

It was during the first meeting of Pellenbyrn, Dwarves, Elves, and Humans, to debate ownership of the Lost Halls, that the Greyborn first revealed their powers of mind control.

Kolluun, Thane of the Silver Hills Dwarves, spoke out angrily against the Pellenbyrn, and accused them of deception and thievery. Many Dwarven clans rallied around him, shouting, and talking of war. Suddenly Kolluum touched his brow, shook his head, and looked about for his chair. Those who knew him said he seemed overwrought by turmoil, and when he spoke again his voice was hoarse with sorrow and fatigue.

“Why do we quarrel over stone Halls lost to us for a thousand years?” he asked the assembly. “To know they are found is enough.”

The mighty Dwarf then rose and hobbled out of the congregation, leaning heavily on his axe. The Silver Hills clan had no choice but to follow, leaving those still assembled to scratch their heads and wonder.

It was a fortnight before Kolluun recovered fully. About his sudden reversal, he said: “I felt my mind laid bare, flayed. To say other than what I said would have meant grievous pain, an axe wound to the skull in Winter, a needle in my eye.”

As word spread, the Dwarves, and soon many others, began to avoid all dealings with the Pellenbyrn. They spoke their names in hushed tones, until their names were forgotten. And then they named them Mind Flayers.

Present Day

Mind Flayers have been all but exiled from the culture of the Allied Races. Many have grown hateful of the society that rejected them, and strive to undermine it wherever they can. Flayers form their own alliances above and below ground, and will treat with evil Giants, Drow, Duergar, and sometimes even with members of the Sentient Undead, such as Vampires and Liches.

Whether in the mountains, the desert, or the Undermere, Flayers live in remote areas that are difficult to reach. They have a fondness for the ruins of the Elder Age, and refurbish these surroundings to their former glory wherever they find them.

Flayers are motivated toward the acquisition of knowledge, power, and order for themselves. They use their otherworldly intelligence to cause chaos in the lives of their enemies, befuddling and controlling their foes with a mixture of arcane magic, political maneuvering, rational argument, and mind control.

When meeting a new group of PCs for the first time, Flayers will most often strike a tone that is both aloof and conciliatory—that of the rational father who wishes only the best for his vagrant children. Even when Flayers occupy positions of great power, they like to test new acquaintances, probing them for strengths and weaknesses, incentives, and opportunities. Flayers pride themselves on not making assumptions. Excluding their inability to favorably compare the intelligence of others to their own, they should be commended in this regard.

Special Units

Underlord. Flayer Overlords command a horde of 4d10 brainwashed Goblins, Hobgoblins, Kobolds, Orcs, Duergar, Drow, or 2d10 brainwashed Ogres. These pitiful troops will do whatever the Flayer commands, fighting to the death on behalf of their master.

Seer. Flayer Seers live apart from other beings and cleave to the old Pellenbyrn ways. Not all are evil, and some are sought out by those on the fringes of society for their wisdom and tutelage in the arcane. Some Seers build their own laboratories or observatories deep in the mountains, forests, or deserts. They experiment with eccentric materials and can be a source for star charts, magnification tools, detailed maps, architectural drawings, and black powder explosives.

Consigliere. Unsavory Lords, Dukes, and even Kings benefit from the counsel of Flayers. Crime bosses both above ground and below employ Flayer Consiglieres to help run their operations. Often, these Flayers take on expanded roles that their employers did not at first intend to give them. Sometimes, they become the power behind the throne.

Magistrate of the Undermere. Flayers do not always act as second-in-command. Many establish their own underworld fiefdoms, variously commanding or battling armies of Duergar or Drow, competing for power and territory with Beholders and other monsters of the deep. The most powerful Flayer Mages will challenge even Liches for dominance, though this rarely ends well. Magistrates who command significant portions of the Undermere exert power that extends to the surface. In these areas they collect tribute from and influence the trade of those who live in the sunlight. They secretly broker alliances between powerful houses, always cutting themselves generously into the deal.

Weaponry

Melee 1. Staves, Rods, and Wands. Mind Flayers rarely deign to carry any device that does not help them cast spells or wield magic.

Ranged 1. Repeating Crossbow. Mind Flayers who have lived extensively among the Drow will use the Repeating Crossbow as a last resort, when their magical and psionic powers are exhausted.

Special Tactics

Mind Flayers love to call meetings and assemblies, and to engage in negotiations. Whenever possible they will frame their interactions in diplomatic terms, playing on the willingness of others to meet at the bargaining table. These tactics play to the Mind Flayers’ considerable strengths in language, debate, blather, suggestion, and mind control.

Qualities

Philosopher. Mind Flayers often wax philosophic, and are prone to lengthy monologues. PCs who ask an interesting question and pass an 18 INT check will be treated to an edifying lecture on the subject of their choice.

Megalomaniac. Mind Flayers are extremely intelligent, and convinced of the superiority of their perspective. They become dismissive and imperious when their worldview is challenged, especially on rational terms. Being proven wrong is one of the few things that make Mind Flayers display outward anger. They are somewhat prone to intelligent flattery and will soften their stance toward PCs who roleplay a coherent compliment, and pass an 18 INT check.

Diplomat. Mind Flayers remain cool and impassive as a rule. They maintain the false front that everything is up for rational debate, and that reason will rule the day. In reality, Mind Flayers waver from their own stance only when faced with overwhelming force.

Haggler. Mind Flayers are sharp hagglers. They are well-versed in the value of goods and nearly impossible to fleece. Flayer shops carry high quality, hard-to-find items for Mages, especially Seers, Diviners, and Illusionists. These items are, of course, offered at full retail price. To best a Flayer in haggling and lower the price 10%, PCs must win an opposed check vs. a 21 INT.

Observant. Flayers are keenly perceptive. Even small shifts in PC body language will be noticed. PC attempts to use non-subtle forms of deception such as outright lies, or to communicate amongst themselves unnoticed while in the presence of a Flayer will be prone to failure. Flayers have very strong abilities in both passive perception and active search.

Special Abilities

Possess Familiar. Twice per day, Flayers can possess the familiar of a Mage who comes within 500’. If the Mage is unaware of the Flayer, the Flayer must pass an 18 INT check to complete the possession. If the Mage is aware, the Flayer must win a contested INT check (21 INT). The Mage will not know what the contested check is about. Possessed familiars are fully under the Flayer’s control for 1 hour. They may see through the familiar’s eyes, and command it to do anything except suicide, or to physically hurt the Mage or their party.

Possess Mind. The ultimate ability of the Mind Flayer. Twice per day, Mind Flayers may make a contested INT check (21 INT) to possess the mind of another humanoid. Upon winning the check, the Flayer may control that humanoid’s actions for up to three rounds (if they win the check each round), forcing them to do anything but suicide. Afterward, the Flayer will need a psionic rest. Flayers may not take actions other than their basic move while possessing a mind. Upon failing any check, Flayers are stunned for the following round, and may take no actions during that time.

Suggestion. Twice per day, Flayers can implant ideas into the minds of other humanoids, in order to influence their actions. To do so requires a contested INT check (21 INT). The humanoid will not know what the contested check is about. The DM should be subtle in their approach, e.g., feeding the PC disinformation about one of the player’s questions to complete the suggestion.

Command. Once per day, Flayers can command large groups of lesser beings to do their bidding. Upon succeeding at a contested INT check (21 INT) the Flayer may command d20 beings with 4 Hit Dice or less to take any action within a 24-hour period that can be rationalized as more-or-less in line with those beings’ own motivations. For example, “Attack the PCs,” or “Lay siege to the town of Urbsk,” are both plausible, so long as the commanded beings believe they stand to benefit from such actions.

Meld Minds. When two or more Flayers are gathered, they can concentrate together on any single task of mental possession. Each additional Flayer beyond the first adds +1 to the check in question. If the check succeeds, only the lead Flayer must then concentrate on the possession. If it fails, only the lead Flayer is Stunned.

Movement

Run. Average. Mind Flayers move more slowly than Humans. They seldom have occasion to run, and so have little practice with it.

Climb. Terrible. Flayers don’t climb anything, as a rule.

Swim. Poor. Flayers can swim if forced, but despite their tentacled appearance, they abhor water and avoid it when possible.

Burrow. n/a

Fly. n/a

Grudges

Due to perceived historical slights, Mind Flayers have a strong dislike for Elves (High, Grey, and Wild), Dwarves (all subtypes), and Humans. In combat, they will try to possess Mages first, in order to use the Mage’s best spells against the party. If no Mages are present, they will try to possess the strongest Fighting class, and force them to attack the Cleric, if present.

Mind Flayers