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With a plethora of mind flayers in “Masters of Eternal Night” I did my best to make as many unique types as possible.  Here are the three thallkeepers of Fairmyr.  They had the same statblock but slightly different configurations.  They are designed to work with thralls.  My PCs investigated but avoided the conditioned village so they did not encounter this trio, though I repurposed the statblock for an ancient mind flayer astropath later on.


Flense, Khamtek, and Marsth
Medium aberration, lawful evil
Armor Class 15 (breastplate)
Hit Points 71 (13d8 + 13)
Speed 30 ft., fly 20 ft (levitate only)

11 (+0) 12 (+1) 12 (+1) 19 (+4) 17 (+3) 17 (+3)

Saving Throws INT +7, WIS +6, CHA +6
Skills Arcana +7, Deception +6, Insight +6, Perception+6, Persuasion +6, Stealth +4
Damage Vulnerabilities lightning
Senses Darkvision 120 ft., passive Perception 16
Languages Deep Speech, Telepathy 120 ft., Undercommon
Challenge 7 (2,900 XP)

Milkweed Rune. This allows Flenseto use the Kos parasite as an action and grants advantage on all Intelligence based skill checks.

Aura: Psychic Static. While the mind flayer is not bloodied, enemies in the 10-foot aura take a –2 penalty to AC, Intelligence and Wisdom saving throws.

Magic Resistance. The mind flayer has advantage on saving throws against spells and other magical effects.

Special Equipment: Kos Parasite. Flense carries the Kos parasite which is invisible (and unusable) to anyone who does not have the milkweed rune. The Kos parasite uses Intelligence as its key attack ability and is considered a magic weapon. To an onlooker, it looks as if Flense has tentacles for hands.

Multiattack.Flense may use the Kos parasite twice and one other available attack option.

Kos Parasite.Melee Weapon Attack:+7 to hit, reach 15 ft., one creature.
Hit: 11 (2d6 + 4) force damage and 10 (3d6) poison damage and the target is poisoned. If the Kos parasite hits an already poisoned target the poison damage is doubled to 21 (6d6).

Tentacles. Melee Weapon Attack:+7 to hit, reach 5 ft., one creature.
Hit: 15 (2d10 + 4) psychic damage. If the target is Medium or smaller, it is grappled (escape DC 15) and must succeed on a DC 15 Intelligence saving throw or be stunned until this grapple ends.

Enslave (Recharge on a Successful Save). The mind flayer chooses a target it can sense within 50 feet and attempts to dominate it. The target must make a DC 17 Wisdom saving throw or become dominated for 1 minute (as the dominate personspell). While dominated, the target is immune to the mind blast power of mind flayers and has advantage to its Wisdom saving throw while within 50 feet of the controlling mind flayer. The mind flayer can use enslave on only one creature at a time.

Bore into Brain. Melee Weapon Attack: +7 to hit, reach 5 ft., one incapacitated humanoid grappled by the mind flayer.
Hit: The target takes 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the mind flayer may do one of the following as part of the attack:

  • Devour Brain. The mind flayer devours the target’s brain. The target is killed instantly, and the mind flayer regains 55 hit points.
  • Create Thrall. The target is dominated (no save, otherwise as the dominate personspell) and regains enough hit points to restore it to its bloodied value. As a thrall, the target is immune to the mind blast power of mind flayers and gains a +5 bonus to its Wisdom saving throw while within 50 feet of the controlling mind flayer. The target is no longer dominated and no longer a thrall once the controlling mind flayer dies.

Mind Blast (Recharge 6). The mind flayer magically emits psychic energy in a 60-foot cone. Each creature in that area takes 22 (4d8 + 4) psychic damage and must succeed on a DC 15 Intelligence saving throw or be stunned for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Illusion of Pain (1/day). Each creature in a 10-foot-radius sphere centred on a point the mind flayer can see up to 50 feet away imagine that the area is filled with writhing, barbed tentacles. Each creature must makea DC 15 Wisdom saving throw. A target takes 10 (2d10) psychic damage and on a failed save takes 10 psychic damage ongoing and is immobilized. PCs may make another saving throw at the end of their turn to end the ongoing damage and immobilisation.

Interpose Thrall. If the mind flayer would be struck by an attack it instead is redirected to an adjacent thrall.

These mind flayers are young, just out of the juvenile phase of the mind flayer lifecycle and are junior members of their city and creed and are out to prove themselves by an orderly processing of thralls in Fairmyr. As young adults their psionic abilities are not fully developed (no innate spellcasting) though still formidable. They will coordinate their attacks and make sure to always be adjacent to a thrall.

Medium humanoid (human), neutral evil
Armor Class 14 (studded leather armor)
Hit Points 16 (3d8 + 3)
Speed 30 ft., fly 20 ft (levitate only)

11 (+0) 14 (+2) 9 (-1) 9 (-1) 9 (-1) 11 (+0)

Skills Intimidation +2
Senses passive Perception 9
Languages Common
Challenge 1/2 (100 XP)

Multiattack. The enforcer makes two melee attacks.

Shortsword. Melee Weapon Attack: +4 to hit, reach 5 ft., one target.
Hit: 5 (1d6 + 2) piercing damage.

These “True Believers” were deemed of sufficient mettle to serve as guardians for the mind flayers. They respond fiercely in the event of any general alarm and carry out illithid commands without hesitation. In order to break the Believers’ conditioning, the PCs must use enchantment/charm related spells-such as charm person and suggestion. In addition, the party could attempt to use psionic disciplines and items to accomplish this purpose; however, enforcers receive a boon on all die rolls related to resisting such reconditioning.

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