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An illithid’s head is a monstrous sight, resembling a four- flayer as an additional set of hands, even to the point of being
tentacled octopus sitting atop the creature’s shoulders. The two used to punctuate or accentuate communication. The tentacles
eyes, uniformly pale white and without pupils, are sheltered are also quite strong; an illithid receives the benefit of its full
beneath prominent brow ridges. The creature’s soft, moist Strength score in any situation involving its tentacles.
skin is mauve in color and glistens beneath a thin coating of The tentacle cluster surrounds a circular, jawless mouth
mucus. ringed with rows of small, rasping teeth. The teeth serve
Mind flayers have three long, slender fingers and an oppos- primarily as tools for gripping and to prevent slippery gobs of
able thumb on each hand, and two webbed toes on each foot. brain matter from falling out of the mouth. An illithid does not
Each finger and toe is capped with a wicked-looking nail, bite through the skin and skull of a victim, instead dissolving
which aren’t as dangerous as they seem. In fact, the nails are
it with a powerful enzyme transmitted through ducts in the
CHAPTER 4 THE MIND FLAYERS INTERNAL ANATOMY tentacles. This enzyme acts so quickly that the tentacles appear
composed of soft cartilage and present little danger to anyone
struck or scratched by them.
to push right through the scalp and bone as if through soft
clay. The enzyme is highly unstable and never survives more
than brief contact with the air, making it impossible to harvest
Internally, illithids are similar to humans. More precisely,
they are very close to the base stock of the host in which they from slain illithids. No material other than illithid mucus is
known to resist its corrosive effect.
grow bodies prior to ceremorphosis (see Reproduction, below).
They have hearts, lungs, livers, spleens, stomachs, and digestive ILLITHID SENSES
systems that are recognizable to any anatomist. The process of Although their white, pupilless eyes suggest blindness, mind
ceremorphosis alters the appearance of these organs but not flayers see quite well. Their acuity lies entirely in the realm
their function or the need to have them. of darkvision, which operates out to 60 feet. Their hearing is
What it does alter, however, is the host body’s nervous a little less acute than a human’s. They have relatively good
system. An illithid’s nervous system is more extensive and auditory direction sense (they can tell where a sound is coming
more advanced than any human’s. Every part of an illithid’s from), but they have poor discernment (ability to separate and
body is “wired” into the brain with direct connections unseen recognize discrete components of a particular sound).
in any other creature. In effect, an illithid’s entire body is an
extended brain. One might question the cognitive power of a REPRODUCTION
liver, but there is no doubting that an illithid has tremendous From birth to death, the physiology of the illithid life cycle is
physical awareness of its own body and physical condition. unique, and unspeakably horrible.
For reasons explained below, an illithid’s brain is anathema In basic configuration, a mind flayer is amphibious. The
to its body. The process of ceremorphosis creates something first portion of its life is spent as a tadpole hatched from an
closer to parasite than brain. That parasite becomes an indis- egg. An adult illithid spawns hermaphroditically two or three
pensable part of the body. Its great weakness is that it does not times during its lifetime, depositing about a thousand eggs in
produce the critical enzymes, hormones, or psychic energy a briny pool constructed for just this purpose. The eggs hatch
that the body needs to survive and function. Those critical after about a month, releasing the writhing tadpoles into the
components must come from consumed brains. pool.
Because of the mind flayer’s all-embracing nervous system, The tadpoles spend ten years in the pool, where they are fed
food does not pass through a simple gastrointestinal tract but a fatty mash of brain material and other organs prepared by
through a cognitive, self-aware digestive system. That system nursery attendants. After a decade, they have grown from a
absorbs more than just nourishment from food. It scavenges fraction of an inch to around 3 inches in length. At this point,
enzymes, hormones, and most important, psychic energy. in terms of sentience and intellect, they are still little more
Illithids are known for consuming brains, but they eat other than intelligent frogs.
food as well, most of which contains various amounts of these The nurseries are home to more than just tadpoles. At the
needed enzymes and hormones. Internal organs are good bottom of the pool resides an elder brain, which survives by
sources, and they rank high on illithid menus. Brains are preying on the defenseless tadpoles. The tiny percentage of
ripe with all three and are the only external source of psychic tadpoles that survive a decade in the pool—no more than a
energy. few in a thousand—are rightly considered by the illithids to
be the fittest, canniest specimens. By surviving, they earn the
MOUTH AND TENTACLES privilege of undergoing ceremorphosis.
An illithid’s tentacles can vary from 2 to 4 feet in length when This is the real mystery of the illithid life cycle, for illithids
fully extended. When the creature is at rest and not excited, the do not grow their own bodies. Instead, a mature tadpole is
tentacles appear shorter. Even then, they are in almost constant inserted into the ear, nostril, or eye of a helpless humanoid
motion, writhing absent-mindedly as the creature ponders. captive. Over a period of several days, the tadpole burrows
These limbs are extraordinarily dexterous and serve the mind into the host brain, consuming gray matter and gaining body
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