The latest Baldur's Gate entry from Larian Studios, though still in early access, has Dungeons & Dragons back on everyone's minds. But long-time fans of the Baldur's Gate series are familiar with races like Tieflings, Githyanki, and the dreaded Mind Flayers.

This race is so diabolical, powerful, and "hold my beer" that they pacify Beholders and use them as mounts in battle. There are even Ilithiliches known as Alhoon. However, the species' greatest need is often also their greatest source of downfall.

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These spindly, psychic-powered, sharp-fingered humanoids can wreck an adventuring party. What are some lesser-known facts about Mind Flayers?

10 The Once And Future Ruling Race

image of a nautiloid ship next to a pirate Mind Flayer

Time in the D&D universe works differently than ours in the same way that space does. The planes and realms operate in a bit more of a Jeremy Bearimy way than a Back to the Future way. While the Illithids have been hunted to near extinction now, they exist elsewhere as they did before.

Like the Aboleths and Beholders, Mind Flayers will always be and always have been an evil force across the D&D multiverse. Some theories have Illithid origins as being from Clusterspace, a distant and old crystal sphere, while others suggest they trace back to the Far Realm.

They created their ships known as Nautiloids to traverse space in search of food (brains). The race depends on thralls and slaves since they were a) too good for most work and b) squidgy psionic babies who need intelligent brains to survive.

9 Mind Flayers Are Not Tentacled Humanoids or Tiny Slugs

image of an Elder Brain being pulled by animals with a Mind Flayer behind

The Cthulhu-esque humanoids of recent Baldur’s Gate 3 fame are not, in fact, Mind Flayers. These gangly, purple-skinned Psionics are merely hosts for tadpoles. However, these tadpoles aren’t quite Mind Flayers either. The concept of “Mind Flayers” relates more to the consciousness than the creature.

Similar to a hive mind, Illithid colonies follow the orders of an Elder Brain. It’s literally a gigantic brain in a jar that psychically controls everything. However, tadpoles that turn hosts into the tentacled abominations may, one day, turn into an Elder Brain.

8 Illithid (And Their Puppet’s) Physiology

image of three Mind Flayers next to an image of a Githyanki receiving a tadpole

Given the cruel nature of Illithids, fans might think that they are cold-blooded. However, like humans with our wee brains, these gigantic ones are also warm-blooded. Their organs are directly connected to the overdeveloped brain and its exceptional nervous system.

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Mind Flayer puppets include the humanoid betentacled amphibian monstrosities fans are most familiar with. These, too, are warm-blooded, with a mouth like a lamprey and silvery-white blood. The slugs that Mind Flayers use to transform humanoids into these creatures are also the same. The Elder Brain technically leads them all, even the baby slugs that control different hosts.

7 Like Zombies, They Need Brains For Food

image of a Mind Flayer feeding on an Elf's brain

Fans may be familiar with the “tadpole pools” where baby Mind Flayers grow, but they need more than just milk to get the nutrients they need. They need to consume humanoid brains; this is also true of the Elder Brain. In fact, the Elder Brain will consume the tadpoles for sustenance. And the tadpoles engage in cannibalism for ten years before removal!

Once removed, the mature tadpoles will inject themselves into a host. This is how new tentacled humanoid Mind Flayer hosts are created.

6 Their Food Source Is Also Their Enemy

images of goblins, an ogre, and a Drow

Illithids cannot feed on just any brain matter, they have to consume the brains of other intelligent species, hence the feasting on humanoids. This is also why ceremorphosis with lesser intelligent beings results in Illithid abominations.

So, the Mind Flayers were like, “Why don’t we just enslave people? Boom instant food source AND a workforce!” In their perfect world, this two-in-one solution might have worked, but intelligent creatures have things like free will, ambition, and the ability to rebel. Each time the Mind Flayers tried enslaving an intelligent race, their food rose up against them.

5 They Enslaved The Githyanki

images of a Githzerai, Mind Flayer, and Githyanki

Speaking of an uprising against the Illithids, Mind Flayers also enslaved the Githyanki race. Though D&D lore doesn’t directly support it, some fans believe the Gith were once human. But, as servants of the Mind Flayers and subjects to their experiments, the Gith race changed over time.

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They served the Illithids for a long time until a hero named Gith united the race. She and her second-in-command, Vlaakith, made a deal with Tiamat, Queen of Dragons, to help the matter. The Githyanki and the Githzerai still relentlessly hunt the Illithids.

4 Ulitharids And Brainstealer Dragons

image of a brainstealer dragon next to an Ulitharid

While the Elder Brain drives the bus in the Illithid world, there are two other entities within the species that can lead new colonies. They just aren’t very common and also the Elder Brain doesn’t like competition.

Brainstealer Dragons, while formidable, are not “pure” Mind Flayers. That doesn’t stop them from taking over settlements abandoned by the Elder Brain or surpassing the Elder Brain in psionic abilities.

In contrast, the Ulitharid is a SuperTM version of a regular Illithid. They generally take half the colony with them when they leave to start their own. Over time, they transform into a big, slimy brain of their own.

3 Illithid Religion And Deities

image of an Aboleth next to Ilsensine

Mind Flayers don’t worship Outer Planes entities nor do they subscribe to an afterlife. Instead, they prefer to have their brains consumed by the Elder Brain to “rejoin” the consciousness. However, they did have two psionic manifestations they held up as ideals, Ilsensine and Maanzecorian.

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Ilsensine, the main entity, represents universal knowledge and one’s mastery of their own mind. Maanzecorian, whose essence was killed in the mid-14th century DR, embodied comprehension of information, as well as the ability to access thought, memory, and aptitude simultaneously.

Some Illithids still revere Maanzecorian, with a smaller sect viewing Aboleths' perfect memory as its manifestation.

2 Mind Flayers Do Have Weaknesses

image of someone using Psionics next to a Mind Flayer about to throw a fireball

As many fans of D&D and Baldur’s Gate know, Illithids have powerful psionics. Their psychic powers are essentially unmatched even compared to capable wizards, but all of that power doesn’t make them impervious to damage. In fact, their own psionics can be their greatest downfall.

Mind Flayers can get an illness known as “the ashen” that seems flu-like at first. It gives them dry, beige skin, impaired mental operations, and ghosts in the machine (remnants of the host body’s mind). They can also suffer psychic flarebacks where their own psionic powers backfire on them. This can render that Illithid unable to use psychic abilities from then on.

Mind Flayers can also fall victim to a psionic cascade or brain damage that causes psychic powers to pop off randomly. It also causes death eventually.

1 Oops! Negligence Created A Giant Terrible Worm Monster

images of Neothelids

Mind Flayers put tadpoles in every creature that exists anywhere. From ropers to Gith to humans to dragons, there’s little the Illithid won’t try to ceremorphosis with. However, Neothelids are “unfortunate mistakes” that occur when a Mind Flayer colony gets abandoned.

The tadpoles in the brine pool keep on cannibalizing each other. When there is just one left, the tadpole continues to mature. They grow up into Neothelids – gigantic, ever-hungry nightmare worms. Due to their low intelligence, the Mind Flayers cannot control them or even sense them. They consider Neothelids as extremely dangerous as a result.

That’s also why Mind Flayers and the Elder Brain destroy tadpoles if they get too large or too old.

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