The illithids are a tentacle-faced scourge in Dungeons & Dragons. They consume, seeking to rebuild a once-mighty planar empire upon the backs of those they deem their lessers (which is just about every other being in the multiverse). Their hunger for power (and brains) shatters worlds, and their actions have created terrifying threats in the cruel duergar, the insane derro, and the ruthless planar pillagers, the githyanki.

And they use humanoids not just as food, not just as thralls … but also as breeding stock.

Mind flayers epitomize body horror in the fantasy role-playing game. The illithids implant tiny tadpole into a being’s head, and in seven days, the unfortunate soul transforms into a mind flayer (this is known as ceremorphosis). And Larian Studios captured this transformation at its most gruesome in the trailer for Baldur’s Gate 3, it’s upcoming role-playing game for PC and Google Stadia.

While illithids have a long and terrifying history in the tabletop game, mind flayers have never had a staring role in a D&D video game. They play a role in Baldur’s Gate II: Shadows of Amn, but they’ve never been a featured foe.


GamesBeat at the Game Awards

We invite you to join us in LA for GamesBeat at the Game Awards event this December 7. Reserve your spot now as space is limited!

Learn More

But what’s still canon about the mind flayers? And what other dark secrets do these beings hold? I asked Wizards of the Coast a bevy of question about the flayers, and I got the answers from Christopher Perkins, who in addition to being the game’s lead story designer is also the sage behind the “Lore You Should Know” segments on the official D&D podcast Dragon Talk.

This is an edited transcript of the answers Perkins emailed back.

GamesBeat: Do the facts about mind flayer biology, culture, society, and such in the Second Edition and Third Edition products such as The Illithiad (2E) and Lords of Madness: The Book of Abberations (3.5E) still apply to Fifth Edition illithids, as we’re going to likely see in Baldur’s Gate 3?

Chris Perkins: Our current mindset, and one of the guiding principles of Fifth Edition, is that we don’t assume everything that was true in earlier editions is canonically true now. We assess each element of a monster on its own merits. That said, if something has been consistently true about a monster throughout the game’s history, it’s a good bet that it holds true in Fifth Edition. Everything that we know is true about mind flayers in Fifth Edition can be found in the 5E Monster Manual and the “Mind Flayers: Scourge of Worlds” section of Volo’s Guide to Monsters. The latter resource, in particular, picks up elements of mind flayer lore from earlier sourcebooks, including The Illithiad and Lords of Madness.

GamesBeat: Mind flayers first appeared in Eldritch Wizardry way back in 1976 for the original D&D White Box, right?

Perkins: Yes. Mind flayers in Eldritch Wizardry had 4+2 Hit Dice, an Armor Class of 5, and a “% in Laie” of 50%. (That’s a typo in Eldritch Wizardry, by the way. It meant to say “% in Lair.”) Eldritch Wizardry also established that mind flayers are lawful evil, have four face-tentacles, and are “psionically endowed,” all of which remain true to this day.

GamesBeat: Mind flayers must consume the brains of sentient creatures … do they have fondness of a particular humanoid over another? Do they view the brains of beholders and dragons, or even celestials and fiends, as delicacies to seek out?

Perkins: Although mind flayers don’t display a great deal of individuality, they do have food preferences the same way humans do. That is to say, one mind flayer might enjoy the taste of elf brains more than dwarf brains, while others might dislike elf brains entirely. Some find the brains of highly intelligent humanoids tastier than the brains of dimwits. They don’t eat the brains of non-humanoids, as a rule, and thus have no interest in non-humanoids as food sources. A starving mind flayer might resort to eating the brain of a rothé (Underdark cow) or similar creature, though it wouldn’t provide much nourishment.

GamesBeat: Could mind flayers use their tentacles to wield magic items such as wands and rings?

Perkins: As humans, we can wear rings on our toes or use our feet to grasp things; however, we don’t do this as a general rule because we have hands. The same is true for mind flayers and their tentacles. Can a mind flayer use their tentacles to hold things? Sure. Do they? Not often, no.

GamesBeat: Do mind flayers still lay eggs? Or do the tadpoles just emerge from the elder brain?

Perkins: Mind flayers procreate through ceremorphosis, a term first introduced in The Illithiad and reintroduced for Fifth Edition in Volo’s Guide to Monsters. They lay eggs from which hatch tadpole-like creatures. A newly hatched tadpole is then implanted in the cranium of an incapacitated humanoid host, usually through a nostril or ear canal. The tadpole grows as it consumes the humanoid’s brain, attaching to the victim’s brain stem and becoming its new brain. Over the course of a week, the humanoid body changes form, and a new mind flayer comes into being.

GamesBeat: How long does ceremorphosis take? Older editions say 7 days. Did the tadpole in that poor Flaming Fist soldier instantly transform its host, or was that after being inside them for a week?

Perkins: Seven days. The Flaming Fist soldier had the tadpole in its head for 7 days before adopting its final form.

GamesBeat: May mind flayers still suffer from partialism — where the old psyche of their body manifests from time to time?

Perkins: A mind flayer can retain shreds of its previous existence, as memories or behaviors imprinted on its psyche. The ceremorphosis process isn’t perfect in that regard. Mind flayers that suffer from partialism are more likely to become aberrant members of illithid society, sometimes splintering off to become Arcanists or exhibiting tastes that the rest of their kind consider alien or grotesque. For example, a mind flayer that used to be an elf might have a fondness for elven music that other illithids find baffling, unsettling, or abhorrent.

We played this up in a recent Fifth Edition adventure, Waterdeep: Dungeon of the Mad Mage, which included a mind flayer with a very peculiar hobby: oil painting!

GamesBeat: The mind flayers’ origin is the Far Realm, correct?

Above: The illithiad, commonly known as the mind flayer, feeds on your brain — and turns us into monsters.

Image Credit: Wizards of the Coast

Perkins: In Volo’s Guide to Monsters, we say that mind flayers originally came from the Astral Plane, where they encountered and enslaved the gith races. Their empire expanded quickly across many galaxies or crystal spheres, however, so it’s easy for mortals to conclude that illithids are galactic threats as opposed to extradimensional ones.