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Flayer Carnals at
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flayer-carnals

Mind Flayer
Carnals
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Table of Contents
Mindflayer, Carnal
Mindflayer Childer,
Carnal
Mindflayer Childer Mob,
Carnal
Mindflayer Egg Sac
Mindflayer Carnal, Brute
Mindflayer Carnal, Brain
Mindflayer Carnal, Bimbo
Mindflayer Carnal, Hulk
Mindflayer Carnal, Blob
Mindflayer Carnal,
Twitcher
Mindflayer Carnal,
Beholder
Mindflayer Carnal,
Medusae
Mindflayer Carnal,
Hexapod
Mindflayer Carnal,
Nautiloid
Mindflayer Carnal, Slimer

Mindflayer,
Carnal
Mindflayer, Carnal
Large Aberration
Hit Dice: 10d8+30 (110
hp)
Initiative: +6
Speed: 40 ft. (8 squares)
Armor Class: 16 (-1
Size, +2 Dex, +5
Natural), touch 11, flat-
footed 14
 Base Attack/Grapple:
+7/+16
Attack: Tentacle +11
melee (1d6+5)
Full Attack: 4 Tentacles
+11 melee (1d6+5)
Space/Reach: 10 ft./10
ft.
Special Attacks: Mind
Blast, Psionic Powers,
Improved Grab, Extract
Special Qualities:
Power Resistance 25,
Telepathy 100 ft.
Saves: Fort +6, Ref +5,
Will +9
Abilities: Str 20, Dex 15,
Con 16, Int 17, Wis 15,
Cha 19
Skills: Bluff +9,
Concentration +9,
Diplomacy +9,
Intimidate +0,
Knowledge (Psionics)
+9, Listen +9, Move
Silently +8, Psicraft +8,
Sense Motive +9, Spot
+9, Use Psionic Device
+9
Feats: Alertness,
Combat Manifestation,
Improved Initiative,
Overchannel (Combat
manifestation and
Overchannel are found i
nthe Expanded Psionics
Handbook)
Environment: Underground
Organization: Solitary,
Pair, Cult (3-6 plus 5-10
servants), or City (10-
100)
Challenge Rating: 8
Treasure: Double Standard
Alignment: Usually
Chaotic Evil
Advancement: By
Character Class
Level Adjustment: +8

"Something about the

Mindflayer in front of
you seems a little off
somehow. Maybe it's
the nipple rings, or the
leather dog collar, or
the way it keeps staring
at you, but something is
waaaaay off…"

Somewhere in long
forgotten history a
group of Mindflayers
were cut off from their
God, the Elder Brains,
and their entire society.
They also seemed to be
stricken by some sort
of disease, and their
tadpoles were failing. It
was becoming obvious
that they would no
longer be able to
reproduce by
ceremorphosis.
Something needed to
be done. So the
experimentation began,
and eventually success
was achieved at a
horrible price. They now
reproduced by the
traditional method:
having children. The
accompanying changes
also partially broke
their minds driving
them into mild lunacy.
The resulting
Mindflayers are much
bigger than usual, and
bulkier. They don't
require eating brains to
live, but are still
addicted to them. While
their society still
(vaguely) resembles
that of their ancestors,
their newly Chaotic
nature makes
predicting what they
will do or dealing with
them an exercise in
extreme patience. One
might believe he is lord
of the world (despite all
evidence to the
contrary). One might be
obsessed with
convincing pert young
drow boys that joining
her harem is a normal
rite of passage for all
drow men (really she
swears). One might
think that fire is the
solution to all of life's
problems (many of
which are also
coincidentally cause by
his constantly setting
fires). All of them are
obsessed with slavery.
Mostly to have minions
to babysit their
slavering carnivorous
offspring (The
Mindflayers haven't
taken to parenting
well). Carnal
Mindflayers are usually
at least 8' tall, and at
least 500 lbs. They still
speak Undercommon.

Psionic Powers: A
Carnal Mindflayer
manifests psionic
powers as an 10th level
Wilder. Save DC's are
Charisma based.

Mind Blast (Su): This

Psionic attack is a 60'
Cone. Anything in it
must make a DC 19
Willpower Save or be
Confused for 3d4
rounds. The Save DC is
Charisma Based. This
power is the equivalent
of a 4th level spell.

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, Large,
or Huge creature with
it's tentacle attack it
can make a Grapple
Check as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Combat: Carnal
Mindflayers are an
unpredictable bunch.
Each one is an
individual and has their
own fighting style they
prefer.

Mindflayer
Childer,
Carnal
Mindflayer Childer,
Carnal
Small Aberration
Hit Dice: 2d8 (16 hp)
Initiative: +3
Speed: 20 ft. (4 squares)
Armor Class: 16 (+1
Size, +3 Dex, +2
Natural), touch 14, flat-
footed 13
Base Attack/Grapple:
+1/-4
 Attack: Tentacle +4
melee (1d3-1)
Full Attack: 4 Tentacles
+4 melee (1d3-1)
Space/Reach: 5 ft./5 ft.
Special Attacks: Mind
Blast, Psionic Powers,
Improved Grab, Extract
Special Qualities:
Power Resistance 10,
Telepathy 30 ft.
Saves: Fort +3, Ref +6,
Will +1
Abilities: Str 8, Dex 17,
Con 10, Int 10, Wis 13,
Cha 13
Skills: Hide +7, Listen
+5, Move Silently +4,
Spot +5
Feats: Alertness,
Weapon Finesse (B)
Environment: Underground
Organization: Solitary,
Pair, or Horde (10-100)
Challenge Rating: 1
Treasure: None
Alignment: Usually
Chaotic Evil
Advancement: By
Character Class
Level Adjustment: -

"You hear kind of a

gurgling sound
followed by crying up
ahead around the
corner as well as some
unidentified tearing
sound. You round the
bend just in time to see
dozens of what look
like baby Mindflayers
ripping their way out of
large, leathery eggs.
They look at you in
stunned surprise before
charging, and falling
down because their
legs aren't quite steady
yet. You flee after
pooping yourself."

Carnal Mind Flayer

children are surprisingly
intelligent for their age,
but mostly feral. While
they can understand
Undercommon they
can't quite speak it yet,
nor do they have the
patience or craftiness
of an adult. They travel
in mobs eating alive
anything they
encounter (even
possibly each other).
Those that make it to
young adulthood are
taught the Mindflayer
ways. Childer are about
the same size as a
Halfling.

Psionic Powers: A
Carnal Mindflayer
Childer manifests
psionic powers as an
2nd level Wilder. Save
DC's are Charisma
based.

Mind Blast (Su): This

Psionic attack is a 30'
Cone. Anything in it
must make a DC 12
Willpower Save or be
Confused for 2d4
rounds. The Save DC is
Charisma Based. This
power is the equivalent
of a 4th level spell.

Improved Grab (Ex): If

the Mindflayer hits a
Small or Smaller
creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to atatch its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Combat: Mindflayer
kids aren't subtle, and
they definitely aren't
tactical geniuses.
Usually their idea of
fighting consists of
charging anything they
outnumber, fleeing
anything they don't (or
thats to big), and
mobbing or blasting the
crap out of everything
else.

Mindflayer
Childer Mob,
Carnal
Mindflayer Childer Mob,
Carnal
Gargantuan Aberration
Hit Dice: 30d8 (240 hp)
Initiative: +0
Speed: 10 ft. (2 squares)
Armor Class: 11 (-4
Size, +3 Dex, +2
Natural), touch 9, flat-
footed 8
Base Attack/Grapple:
+22/-33
Attack: Mob (5d6)
 Full Attack: Mob (5d6)
Space/Reach: 20 ft./0 ft.
Special Attacks: Mind
Blast, Improved Grab,
Extract, Expert Grappler,
Trample 2d6-1
Special Qualities:
Power Resistance 10,
Telepathy 30 ft., Mob
Anatomy
Saves: Fort +9, Ref +12,
Will +17
Abilities: Str 8, Dex 17,
Con 10, Int 10, Wis 10,
Cha 10
Skills: Hide +7, Listen
+4, Move Silently +4,
Spot +4
Feats: Alertness,
Improved Bull Rush (B),
Improved Overrun (B),
Weapon Finesse (B)
Environment: Underground
Organization: Solitary,
Horde (3-6 Mobs)
Challenge Rating: 7
Treasure: None
Alignment: Usually
Chaotic Evil
Advancement: -
Level Adjustment: -

"Bob…I think I've had

too much of your
homemade wine…I
could swear I see baby
monsters devouring the
horses.."

Note: Mob rules (Expert

Grappler, Mob
Anatomy) found in
DMG II.

Trample (Ex): DC 24
Reflex Save for half
damage.

Mind Blast (Su): This

Psionic attack is a 30'
Cone. Anything in it
must make a DC 25
Willpower Save or be
Confused for 2d4
rounds. The Save DC is
Charisma Based. This
power is the equivalent
of a 4th level spell.

Improved Grab (Ex): If

the Mindflayer hits a
Small or Smaller
creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to atatch its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Combat: Child mobs

aren't that much
different than solo
Mindflayer kids, except
they're more willing to
take on groups, or
bigger critters.

Mindflayer
Egg Sac
 Mindflayer Egg Sac
Medium Aberration
Hit Dice: 5d8+5 (45 hp)
Initiative: +8
Speed: 30 ft. (6
squares), Climb 30 ft.
Armor Class: 19 (+4
Dex, +4 Natural), touch
14, flat-footed 14
Base Attack/Grapple:
+3/+4
Attack: Claw +4 melee
(1d4+1)
Full Attack: 4 Claws +4
melee (1d4+1)
Space/Reach: 5 ft./5 ft.
Special Attacks: Spray
Special Qualities: 60'
Dark Vision, Low Light
Vision, Spider Climb,
Wide Angle Vision
Saves: Fort +2, Ref +5,
Will +6
Abilities: Str 13, Dex 19,
Con 13, Int 4, Wis 14,
Cha 4
Skills: Climb +9, Hide
+4, Listen +2, Move
Silently +4, Spot +2
Feats: Improved
Initiative, Run
Environment: Underground
Organization: Solitary
or Creche (10-100)
Challenge Rating: 3
Treasure: None
Alignment: Always Neutral
Advancement: -
Level Adjustment: —-

"Before you is a great

room of more of the
foul Mindflayer eggs.
Tending them are
strange, vaguely
spiderlike creatures
that seem to be all legs
and eyes with some
sort of pouch on their
back for holding eggs.
And to think you
volunteered for this
instead of the Kobold
mission…"
The eggs of Carnal
Mindflayers are terribly
vulnerable. Therefore
the Illithids engineered
these creatures to carry
them about. The Egg
Sac is instructed to flee
if anything approaches,
and fight when it has to.
When the young flayers
hatch, it will become
their first meal. They
vary considerably but
are usually vaguely
insectoid with multiple
eyes and limbs. They
understand Common
and Undercommon but
cannot speak.

Spray (Ex): 30' line of

acid once every 1d4
turns. 3d6 acid
damage, DC 13 Reflex
Save for half damage.
Save DC is Constitution
based.

Skills: Egg Sacs get a

+8 Racial Bonus to
Climb checks. They
may always Take 10 on
a Climb check
regardless of the
circumstances, and
may even climb sheer
surfaces or walls.

Combat: Egg Sacs

usually try to flee after
Spraying. They only
fight in melee if
cornered.

Mindflayer
Carnal,
Brute
Carnal Mindflayer, Brute
Large Aberration
Hit Dice: 15d8+75 (195
hp, 240 hp Rage)
Initiative: +6
Speed: 50 ft. (10
squares)
Armor Class: 21 (-1
Size, +2 Dex, +10
Natural), touch 11, flat-
footed 19
Rage AC: 19 (-1 Size, -2
Rage, +2 Dex, +10
Natural), touch 9, flat-
footed 17
Base Attack/Grapple:
+11/+22
Attack: Tentacle +17
melee (1d6+7)
(Rage) Tentacle +20
melee (1d6+10)
Full Attack: 4 Tentacles
+17 melee (1d6+7) and
2 Claws +12 melee
(1d8+3)
(Rage) 4 Tentacles +20
melee (1d6+10) and 2
Claws +15 melee
(1d8+5)
Space/Reach: 10 ft./10
ft.
Special Attacks:
Improved Grab, Extract,
Rage
Special Qualities:
Power Resistance 30,
Dark Vision 60',
Immunity to Psionics,
Damage Reduction 5/-,
Fast Healing 2
Saves: Fort +10 (Rage
+13), Ref +7, Will +11
(Rage +14)
Abilities: Str 24 (Rage
30), Dex 15, Con 20
(Rage 23), Int 8, Wis 15,
Cha 19
Skills: Climb +7, Hide
+2, Intimidate +10,
Listen +6, Move Silently
+4, Spot +6, Survival +4
Feats: Alertness,
Improved Initiative,
Improved Natural
Attack (Claws),
Instantaneous Rage,
Intimidating Rage,
Power Attack
Environment: Underground
 Organization: Solitary,
Pair, or Pack (4-8)
Challenge Rating: 10
Treasure: Double Standard
Alignment: Usually
Chaotic Evil
Advancement: By
Character Class
Level Adjustment: —-

"TOR SMASH PUNY

MINDFLERGL…
Minfayble…
Mind..SQUID GUYS!!!"

Every so often
something results in a
normal Mindflayer
becoming a Ulitharid.
Unfortunately the
Carnal Mindflayers
aren't so lucky. In their
case the result is a
horrifying mutation
resulting from their
mucking about with
their genetics. One
common such type of
mutant is the Brute, a
Mindflayer standing
almost 16 feet tall, and
weighing half a ton.
Psionically blind they
are prone to frightening
rages, eventually being
driven from their homes
by their fellows. Brutes
crave brains like an
addict craves heroin,
and the more powerful
a psionic brain, the
more they want it.
Eventually it leads
many to become secret
cannibals (assuming
they're allowed to stay
instead of being exiled
or killed at birth).
Brutes are renowned
for high divorce rates,
addiction, and brow
ridges. They speak a
grunting, pidgin version
of Undercommon.
Immune to Psionics
(Ex): Brutes are
immune to all
psionically manifested
powers that allow a
Saving Throw. They get
their Power Resistance
score against arcane
and divine magic, and
against Psionic Powers
that allow for Power
Resistance.

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, or
Large creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Rage (Ex): Identical to

the Barbarians Mighty
Rage ability on page 26
of the PHB. Brutes can
Rage 4 times per day.

Combat: Brutes have

little tactical sense
beyond charging and
flailing away. Some few
seem to have figured
out stealth, but they
don't always use it
trusting in their sheer
physical power and
immunity to psionic
harm.

Mindflayer
Carnal,
Brain
Carnal Mindflayer, Brain
Medium Aberration
Hit Dice: 10d8 (80 hp)
Initiative: +5
Speed: Fly 30 ft. (6
squares)
Armor Class: 14 (+1
Dex, +3 Natural), touch
11, flat-footed 13
Base Attack/Grapple:
+7/+4
Attack: Tentacle +4
melee (1d3-3)
Full Attack: 8 Tentacles
+4 melee (1d3-3)
Space/Reach: 5 ft./5 ft.
Special Attacks: Mind
Blast, Improved Grab,
Psionics, Extract
Special Qualities:
Telepathy 1 mile, Power
Resistance 27, Flight,
Wide Angle Vision
Saves: Fort +3, Ref +4,
Will +14
Abilities: Str 4, Dex 12,
Con 10, Int 30, Wis 24,
Cha 24
Skills: Autohypnosis
+20, Bluff +17,
Concentration +10,
Hide +13, Knowledge
(Arcana, Psionics, The
 Planes) +23, Listen +21,
Move Silently +13,
Psicraft +23, Sense
Motive +17, Search +14,
Spot +25, Use Psionic
Device +20
Feats: Alertness,
Combat Manifestation,
Improved Initiative,
Weapon Finesse,
Overchannel (B),
Talented (B), Power
Penetration (B), Greater
Power Penetration (B)*
Environment: Underground
Organization: Solitary
Challenge Rating: 9
Treasure: Double Standard
Alignment: Usually
Chaotic Evil
Advancement: By
character class
Level Adjustment: -

All Feats not from the

PHB are from the
Expanded Psionics
Handbook.

"Hey Bob!! Bob you

gotta see this!!! It's like
one'a them brains in
jars, 'cept it's not!"

Brain mutations are

hideous creatures.
Roughly 5' tall (most of
which is head), they are
shrunken and
malformed, floating
through the air. Their
head is covered in eyes
and fibrous growths,
and they have 8 slender
tentacles instead of the
usual 4. Antisocial and
xenophobic even by
Mindflayer standards,
they are almost always
encountered alone.
Usually ranting about
how the world will one
day pay for it’s crimes
against them. Or maybe
just about some small
cave critter it secretly
believes has been it’s
own personal stalker.
Nothing sucks like
being stalked by a
normal bat which keeps
returning no matter
how much you
disintegrate it with your
mind (of course you
also might be living in a
cave full of bats…).
Brains speak 10
languages, 2 of which
are usually Common or
Undercommon, the
other 8 tend to be
whatever lives nearest.

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, or
Large creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with at least 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Psionic Powers: A
Carnal Mindflayer Brain
manifests psionic
powers as an 10th level
Psion. Save DC's are
Intelligence based.
They get 40 Power
Points more per day
than a Psion of their
level.

Mind Blast (Su): This

Psionic attack is a 60'
Cone. Anything in it
must make a DC 22
Willpower Save or be
Feebleminded as per
the spell. The Save DC
is Charisma Based.
This power is the
equivalent of an 8th
level spell.

Wide Angle Vision (Ex):

Brains get a +4 Racial
Bonus on Spot and
Search checks, and
can't be flanked.

Flight (Su): Brains

levitate psionically.
They permanently have
a Feather Fall spell in
effect on their person,
even if they become
unconscious. If they
encounter a Null Psi or
Antimagic Field this
ability shuts off, and
they may crawl at 5' per
round.

Combat: Brains open

up with psionics and
their Mind Blast from a
distance, and then
single out helpless or
feebleminded
opponents. Against
groups they'll use hit
and run tactics until
they've reduced most of
the party to babbling
idiots.

Mindflayer
Carnal,
Bimbo
Carnal Mindflayer, Bimbo
Medium Aberration
Hit Dice: 8d8+8 (88 hp)
Initiative: +5
Speed: 30 ft. (6 squares)
Armor Class: 16 (+3
Dex, +3 Natural), touch
13, flat-footed 13
Base Attack/Grapple:
+6/+6
Attack: Tentacle +4
melee (1d3)
Full Attack: 4 Tentacles
+4 melee (1d3)
Space/Reach: 5 ft./5 ft.
Special Attacks: Mind
Blast, Improved Grab,
Psionics, Extract,
Mesmerize
Special Qualities:
Telepathy 100', Power
Resistance 25
Saves: Fort +3, Ref +5,
Will +10
Abilities: Str 10, Dex 16,
Con 12, Int 10, Wis 18,
Cha 24
Skills: Bluff +7,
Concentration +6,
Diplomacy +7, Hide +7,
Knowledge (Psionics)
+3, Listen +6, Move
Silently +7, Psicraft +3,
Sense Motive +4, Spot
+6, Use Psionic Device
+10
Feats: Alertness,
Combat Manifestation,
Improved Initiative,
Weapon Finesse (B) *
Environment: Underground
Organization: Solitary
Challenge Rating: 7
Treasure: Double Standard
 Alignment: Usually
Chaotic Evil
Advancement: By
character class
Level Adjustment: +7

Combat Manifestation
is from the Expanded
Psionics Handbook.

"Dude that hot

mindflayer check is
checking you out."

"The hot WHAT??"

Mind Flayer Bimbos are

among the rarest of
mutations, and 90% of
them are female.
Bimbos are pretty much
humanoid except for
the mindflayery head.
Their skin is jet balck
and shiny, and their
body is sculpted like a
greek statue. For some
unknown reason they
appear to be incredibly
attractive to elves. They
are also responsible for
the creation and
evolution of Mindflayer
divorce law, much to
the chagrin of virtually
everyone. Not that
Mindflayers have what
is commonly thought of
as marriage. Basically
it's a contract to fulfill
one another's "needs",
and an agreement to
work mutually towards
each others goals. Love
usually doesn't enter
into it. Divorces are
basically fights, and the
winner gets to
lobotomize the user
and keep them as a pet
slave.

Basically what we're

suggesting is don't get
drunk around them if
there's a priest or
lawyer available.

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, or
Large creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Psionic Powers: A
Carnal Mindflayer
Bimbo manifests
psionic powers as an
8th level Wilder. Save
DC's are Charisma
based.

Mind Blast (Su): This

Psionic attack is a 60'
Cone. Anything in it
must make a DC 21
Willpower Save or be
Charmed (as the Charm
Monster spell) for 3d4
minutes. The Save DC
is Charisma Based.
This power is the
equivalent of a 4th level
spell.

Mesmerize (Ps): The

Bimbo may cast
Implanted Suggestion
at will as a Psilike
ability. Manifester level
is equal to the Bimbos
Hit Dice. Save DC gains
a +2 Racial Bonus
against Elves (+4
against Drow). Bimbos
use this power to gain
sugar daddies who give
them money and
protection, and the
occasional sacrifice. Or
to convince elves that
Mindflayers are
incredibly desirable
despite all prior
experiences they may
have had to the
contrary.

Combat: Bimbos prefer

to avoid combat relying
on their Mind Blast and
Mesmerize abilities to
have a party member
adopt them as their
new
girlfriend/mate/wife/significant
other/etc. Faced with
higher numbers they
usually flee. One on
one, you better get used
to Mindflayer snugglin'
because you'll end up
doing a lot of it. Until
they need to munch a
brain (unless your
willing to get them
victims).

Mindflayer
Carnal, Hulk
Carnal Mindflayer, Hulk
Huge Aberration
Hit Dice: 20d8+300
(460 hp)
Initiative: +4
Speed: 40 ft. (8 squares)
Armor Class: 30 (-2
Size, +18 Natural),
touch 8, flat-footed 30
Base Attack/Grapple:
+15/+40
Attack: Tentacle +30
melee (1d6+17)
Full Attack: 4 Tentacles
+30 melee (1d6+17)
and 2 Slams +25 melee
(1d6+8)
Space/Reach: 15 ft./15
ft.
Special Attacks: Mind
Blast, Improved Grab,
Psionics, Extract,
Swallow Whole
Special Qualities:
Telepathy 5 miles,
Power Resistance 35,
Damage Reduction 5/-
Saves: Fort +21, Ref +6,
Will +21
Abilities: Str 44, Dex 10,
Con 40, Int 10, Wis 28,
Cha 24
Skills: Climb +17,
Concentration +35,
Intimidate +7,
Knowledge (Psionics)
+6, Listen +11, Psicraft
+10, Spot +11, Use
Psionic Device +17
Feats: Alertness,
Combat Manifestation,
Empower Power,
Greater Power
Penetration, Improved
Initiative, Maximize
Power, Power
Penetration *
Environment: Any
Organization: Solitary
Challenge Rating: 20
Treasure: Double Standard
Alignment: Usually
Chaotic Evil
Advancement: 21-25
HD (Huge), 26-35 HD
 (Gargantuan)
Level Adjustment: ——

Feats not found in the

PHB are in the
Expanded Psionics
Handbook.

"You wanna go to
WHAT island? Mister
we should kill you just
for thinkin' bout that…"

Hulks are rare mutants

standing 20-30 feet tall.
Able to wrestle with
Titans, the Hulks are
greatly feared even by
their own kind. Many
are put down when it
becomes obvious they
are growing bigger than
normal. Known for
having a strange sense
of humor many like to
spring on people
unawares screaming
"IA IA CTHULHU
FTHAGN" or some such
similar gibberish, and
then scampering away
to repeat later. Most
speak Common.

Improved Grab (Ex): If

the Mindflayer hits a
creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn. If the
opponent is Large or
bigger it may try to
Extract it's brain the
next round, if the
opponent is Medium or
Smaller it can attempt
to Swallow it the next
round instead.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Psionic Powers: A
Carnal Mindflayer Hulk
manifests psionic
powers as an 10th level
Wilder. Save DC's are
Charisma based. But it
may spend points on
powers, and has the
Power Points per day,
of a 20th level Wilder.
Their huge brains have
massive power cells,
but lose flexibility.

Mind Blast (Su): This

Psionic attack is a 120'
Cone. Anything in it
must make a DC 27
Willpower Save or be
knocked unconscious
for 3d4 rounds. The
Save DC is Charisma
Based. This power is
the equivalent of a 7th
level spell.

Swallow Whole (Ex): A

Mindflayer Hulk can
Swallow an opponent
up to 2 Size Classes
smaller than itself with
a successful grapple
check. Once inside the
opponent takes 2d6+17
points of bludgeoning
damage and 2d6 points
of acid damage per
round. It may attempt
to cut it's way out with a
light slashing or
piercing weapon by
doing 25 points of
damage to the stomach
(AC 19). Once he exits
muscular action closes
the hole, so other
swallowed creatures
muct cut their own way
out. A hulks stomach
can hold 2 Medium, 8
Small, 32 Tiny, or 64
Diminutive or smaller
creatures.

Combat: Hulks are

pretty straightforward:
Mindblast, Mindblast,
zap anything
conscious, close and
start wailing. Rinse,
Repeat.

Mindflayer
Carnal, Blob
Carnal Mindflayer, Blob
Large Aberration
Hit Dice: 12d8+70 (166
hp)
Initiative: +0
Speed: 30 ft. (6 squares)
Armor Class: 15 (-1
Size, -4 Dex, +10
Natural), touch 5, flat-
footed 15
Base Attack/Grapple:
+9/+15
Attack: Tentacle +10
melee (1d4+2+1d6
acid)
Full Attack: 4 Tentacles
+10 melee (1d4+2+1d6
acid)
 Space/Reach: 10 ft./5 ft.
Special Attacks:
Improved Grab,
Psionics, Extract,
Constrict
Special Qualities:
Telepathy 100', Power
Resistance 30,
Semisolid, Immunities,
Fast Healing 3
Saves: Fort +9, Ref +0,
Will +12
Abilities: Str 15, Dex 3 ,
Con 20, Int 15, Wis 18,
Cha 18
Skills: Concentration
+15, Knowledge
(Psionics) +12, Listen
+14, Psicraft +12, Spot
+14, Use Psionic Device
+14
Feats: Combat
Manifestation,
Improved Initiative,
Narrow Mind, Psionic
Body, Psionic Fist,
Psionic Meditation *
Environment: Underground
Organization: Solitary
Challenge Rating: 11
Treasure: Standard
Alignment: Usually
Chaotic Evil
Advancement: By
character class
Level Adjustment: —-

All Feats not in the PHB

may be found in the
Expanded Psionics
Handbook.

"Omigod, you are so,

like, the fattest
Mindflayer we have
ever seen…How long
has it been since you've
seen your feet?? Are
you even a threat at this
ERK.."

"Forgot bout my Psionic

powers elfie…"

Blob Mindflayers are

grotesquely obese
(weighing over 1000
pounds easily, and
almost as wide as they
are tall), and their flesh
has begun to become
almost gelatinous. They
don't get many willing
dates… But then most
regular Mindflayers
don't get willing dates,
let alone mutant ones.
They usually speak
Common and
Undercommon.

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, or
Large creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn. Or it
may Constrict the next
turn.

Constrict (Ex): A Blob

does 2d4+4+2d6 acid
with a successful
grapple check.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Psionic Powers: A
Carnal Mindflayer Blob
manifests psionic
powers as an 12th level
Wilder. Save DC's are
Charisma based.

Semisolid (Ex): Blobs

are immune to Critical
hits and flanking. As a
Full round action they
can pass through any
barrier that isn't
completely solid.

Immunities: Blobs are

immune to poison,
sleep effects, paralysis,
and polymorph.

Powerful Build (Ex):

Identical to the ability
listed on page 12 of the
Expanded Psionics
Handbook.

Combat: Not much

different from regular
Mindflayers, however
due to their improved
physical defenses they
are more willing to mix
things up physically.

Mindflayer
Carnal,
Twitcher
Carnal Mindflayer,
Twitcher
Medium Aberration
Hit Dice: 6d8 (56 hp)
Initiative: +7 (Spastic
+12)
Speed: 30 ft. (6 squares)
 Armor Class: 16 (+3
Dex, +3 Natural), touch
13, flat-footed 13
Spastic: 25 (+8 Dex, +7
Natural), touch 18, flat-
footed 17
Base Attack/Grapple:
+4/+3
Attack: Tentacle +3
melee (1d4-1)
Spastic: Tentacle +12
melee (1d4+4)
Full Attack: 4 Tentacles
+3 melee (1d4-1)
Spastic: 4 Tentacles
+12 melee (1d4+4) and
2 Slams +7 melee
(1d3+4)
Space/Reach: 5 ft./5 ft.
Special Attacks:
Improved Grab,
Psionics, Extract, Go
Spastic
Special Qualities:
Telepathy 100', Power
Resistance 18
Saves: Fort +4, Ref +5
(Spastic +10), Will +11
Abilities: Str 8 (Spastic
18), Dex 17 (Spastic
27), Con 10, Int 13, Wis
18, Cha 18
Skills: Concentration
+6, Hide +7, Knowledge
(Psionics) +6, Listen +6,
Move Silently +6,
Psicraft +6, Spot +6,
Use Psionic Device +8
Feats: Alertness,
Combat Manifestation,
Improved Initiative *
Environment: Underground
Organization: Solitary
Challenge Rating: 6
Treasure: Standard
Alignment: Usually
Chaotic Evil
Advancement: By
character class
Level Adjustment: -

*Combat Manifestation
is in the Expanded
Psionics Handbook.
"Mah gawd you is thuh
thinnest Flayah evah ah
did see."

"Go away human…"

"Whatchoo gonna do if'

ah don't boy?"

"I beat the last one who

refused to leave with
his own intestines."

"Bulls.."

"BLEARGHHH" wham
wham wham

Twitchers are small

incredibly thin
Mindflayer mutations.
They're main claim to
fame is shivering like a
chihuahua on speed.
Well that and their fits
of insane temper. Even
when they aren't
Frenzying they give
people the jitters. Other
Mindflayers living near
them tend to have
some form of
teleportation on
standby juuuust in
case…Twitchers are
about the height of a
normalhuman, but
about 30 pounds
underweight. They
speak Common and
Undercommon.

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, or
Large creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Psionic Powers: A
Carnal Mindflayer
Twitcher manifests
psionic powers as an
6th level Wilder. Save
DC's are Charisma
based.

Go Spastic (Ex): If
insulted, angered, or
hurt the Twitcher must
make a DC 25
Willpower Save or Go
Spastic. It gains a +10
Enhancement bonus to
Strength, and Dexterity.
Natural Armor Bonus
increases to +7, and it
gets DR: 5/-. While
going Spastic and
making a Full Attack it
gains 2 Slam attacks
doing 1d3 plus it's
Strength modifier as
Secondary Attacks. It
will immediately attack
every living thing within
sight until everything is
dead, or
(3+Constitution
modifier) rounds have
passed, at which point
it stops being Spastic,
and is instead Fatigued
until it gets a full nights
sleep. If it becomes
Spastic again while
Fatigued, it will be
Exhausted when the
spasm where's off
instead. Should it go
Spastic again before
rresting it must make a
DC 20 Fort Save or
become unconscious
for 12 hours.

Combat: Twitchers
usually use their
powers and ambush
tactics. Until they get
hurt and go Spastic.
Then they just charge
and flail.

Mindflayer
Carnal,
Beholder
Carnal Mindflayer,
Beholder
Medium Aberration
Hit Dice: 10d8+10 (90 hp)
Initiative: +6
Speed: 30 ft. (6 squares)
Armor Class: 16 (+3
Dex, +3 Natural), touch
13, flat-footed 13
Base Attack/Grapple:
+7/+7
Attack: Tentacle +7
melee (1d4) and 10 Eye
Rays +9 ranged touch
(2d8+10)
Full Attack: 4 Tentacles
+7 melee (1d4) or 10
Eye Rays +9 ranged
touch (2d8+10)
Space/Reach: 5 ft./5 ft.
Special Attacks:
Improved Grab,
Psionics, Extract, Eye
Rays
 Special Qualities:
Telepathy 100', Power
Resistance 25, Wide
Angle Vision
Saves: Fort +4, Ref +5,
Will +11
Abilities: Str 10, Dex 15,
Con 12, Int 17, Wis 18,
Cha 18
Skills: Autohypnosis +9,
Concentration +11,
Hide +12, Knowledge
(Arcana, Psionics) +13,
Listen +10, Move
Silently +12, Psicraft +3,
Spot +10, Use Psionic
Device +14
Feats: Ability Focus
(Eyebeams), Alertness,
Combat Manifestation,
Improved Initiative *
Environment: Underground
Organization: Solitary
Challenge Rating: 10
Treasure: Standard
Alignment: Usually
Chaotic Evil
Advancement: By
character class
Level Adjustment: —-

*Combat Manifestation
can be found in the
Expanded Psionics
Handbook

"Aw Jebus….this one's

mother done did
something wrong…"

Beholder Mindflayers
are mutations with
many eyes, but
otherwise they
resemble regular
flayers. When informed
of the nickname, actual
Beholders took
unprecedented offense
and vowed to wipe
them and all
Mindflayers from the
face of existence. As
well as anyone who
used the nickname or
made the comparison.
Darn touchy them
Beholders. And it has
nothing to do with the
rumors of cross
species mating either.
No sir…….They speak
Common,
Undercommon, and
Beholder (hmm…).

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, or
Large creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Psionic Powers: A
Carnal Mindflayer
Beholder Manifests
psionic powers as an
9th level Wilder. Save
DC's are Charisma
based.

Wide Angle Vision (Ex):

Beholder Flayers get a
+4 Racial Bonus on
Spot and Search
checks, and can't be
flanked.

Eye Rays (Su): The

Beholder Mindflayer
has traded it's
Mindblast for several
powerful eye rays.
Each eye ray has a
range of 150 feet and
the effect is the same
as Inflict Moderate
Wounds as cast by a
12th level caster (Will
Save DC 21 for half
damage, Save DC is
Charisma based).

Combat: Beholder
Mindflayers usually just
hose down their
opponents with eye
beams, using their
psionic powers to
retreat or set up
ambushes.

Mindflayer
Carnal,
Medusae
Carnal Mindflayer,
Medusae
Large Aberration
Hit Dice: 10d8+20 (100
hp)
Initiative: +7
Speed: 30 ft. (6
squares), Climb 30'
Armor Class: 17 (-1
Size, +3 Dex, +5
Natural), touch 12, flat-
footed 14
Base Attack/Grapple:
+7/+13
 Attack: Tentacle +8
melee (1d4+2)
Full Attack: 4 Tentacles
+8 melee (1d4+2)
Space/Reach: 10 ft./5 ft.
Special Attacks:
Improved Grab,
Psionics, Extract, Gaze
Attack
Special Qualities:
Telepathy 100', Power
Resistance 25,
Blindsight 120'
Saves: Fort +5, Ref +5,
Will +11
Abilities: Str 15, Dex 15,
Con 15, Int 17, Wis 18,
Cha 18
Skills: Autohypnosis
+14, Concentration +7,
Hide +8, Knowledge
(Psionics) +13, Listen
+6, Move Silently +12,
Psicraft +13, Spot +6,
Use Psionic Device +14
Feats: Alertness,
Combat Manifestation,
Improved Initiative, Up
the Walls *
Environment: Underground
Organization: Solitary
Challenge Rating: 10
Treasure: Standard
Alignment: Usually
Chaotic Evil
Advancement: By
character class
Level Adjustment: —

*Feats not found in the

PHB are in the
Expanded Psionics
Handbook.

"Okay…dude, seriously…
what has your daddy
been fooling around
with?"

"Look, I'm just a mutant,

okay?"

"Yeeeeaaahhh….yeah I
didn't but that crap from
the one with all the
eyestalks
either….friggin'
perverts…."

Medusae Mindflayers
are hideous. The only
Mindflayer so ugly it's
opponents eyes
explode rather than
look at it. They
resemble regular
mindflayers with a
sluglike body from the
waist down, and a head
and back teeming with
small writhing tendrils.
The other Carnal
Mindflayers sometimes
refer to them as "fugly".
The Medusae
sometimes refer to
other Mindflayers as
"you hypocritical,
condescending mother
fuckers". They speak
Common,
Undercommon,
Draconic, and Goblin.

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, or
Large creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Psionic Powers: A
Carnal Mindflayer
Medusae manifests
psionic powers as an
10th level Wilder. Save
DC's are Charisma
based.

Blinding Gaze (Ex): 1d6

damage and
Permanent Blindness
as eyeballs explode, 30',
DC 19 Fortitude Save
Negates (Save DC is
Charisma based).

Combat: Medusae
Flayers rely on their
Gaze Attack to render
their victims sufficiently
disabled to close in and
finish them. They save
their Psionic abilities
for stubborn foes who
make their save or
avoid their Gaze.

Mindflayer
Carnal,
Hexapod
Carnal Mindflayer,
Hexapod
Medium Aberration
(Aquatic)
Hit Dice: 8d8+16 (80 hp)
Initiative: +7
Speed: Swim 30 ft. (6
squares)
 Armor Class: 15 (+2
Dex, +3 Natural), touch
12, flat-footed 13
Base Attack/Grapple:
+6/+7
Attack: Arm +12 melee
(1d4+6)
Full Attack: 4 Arms +12
melee (1d4+6) and 2
Tentacles +7 melee
(1d6+3)
Space/Reach: 5 ft./5 ft.
(10 ft. with tentacles)
Special Attacks:
Improved Grab,
Psionics, Extract, Mind
Blast
Special Qualities:
Telepathy 100', Power
Resistance 25
Saves: Fort +4, Ref +4,
Will +9
Abilities: Str 22, Dex 15,
Con 15, Int 19, Wis 17,
Cha 17
Skills: Concentration
+12, Hide +12,
Knowledge (Psionics)
+14, Listen +13,
Psicraft +14, Spot +13,
Swim +14, Use Psionic
Device +9
Feats: Improved
Initiative, Combat
Manifestation,
Multigrab *
Environment: Warm Aquatic
Organization: Solitary
Challenge Rating: 8
Treasure: Standard
Alignment: Usually
Chaotic Evil
Advancement: By
character class
Level Adjustment: -

Combat manifestation
is from the Expanded
Psionics Handbook,
Multigrab is from
Savage Species.

"Hoooooweeee!! Lookit
what ah got's in mah
net heah!! You is the
ugliest octopus ever I
did see…"

"STFU, and drop me

back in the water
Bubba, or you'll see just
how ugly I can be."

Hexapods look like

purple octopi, with a
few important
differences. They have
4 stubby arms, and 2
long tentacles, a
lamprey like mouth, and
their eyes resemble a
mindflayers. Perfectly
adapted for aquatic
existence, they can be a
terror in the reefs of
local seaside
communities. It's wise
not to make Calamari
jokes around them.
They've heard them all,
they don't think they're
funny. You have been
warned. Hexapods are
about 60 to 150
pounds, with an
armspan of up to 14
feet. They speak Aquan,
Common, Giant, and
Sahuagin.

Skills: Hexapods have a

+8 Racial Bonus to
Swim checks, and can
always Take 10 on a
Swim check. They may
use the Run action
while swimming in a
straight line.

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, or
Large creature with it's
arm or tentacle attack it
can make a Grapple
Check as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining
arms/tentacles with a
single Grapple check.
The opponent can
make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with any combo
of 4 arms or tentacles
attached to an
opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Psionic Powers: A
Carnal Mindflayer
Hexapod manifests
psionic powers as an
8th level Wilder. Save
DC's are Charisma
based.

Mind Blast (Su): This

Psionic attack is a 60'
Cone. Anything in it
must make a DC 17
Willpower Save or be
Paralyzed for 2d4
rounds. The Save DC is
Charisma Based. This
power is the equivalent
of a 4th level spell.

Combat: Hexapods are

DEADLY underwater.
They usually open up
with the Mindblast as
much as possible, and
try to finish off
drowning paralyzed
targets. If this fails they
will rely on the psionic
powers to create an
opening for their
grapple.

Mindflayer
Carnal,
Nautiloid
Carnal Mindflayer,
Nautiloid
Large Aberration
(Aquatic)
Hit Dice: 12d8+60 (156
hp)
Initiative: +0
Speed: 30 ft. (6
squares), Swim 20 ft.
Armor Class: 21 (-1
Size, +12 Natural),
touch 9, flat-footed 21
Base Attack/Grapple:
+9/+20
Attack: Claw +15 melee
(1d8+7)
Full Attack: 2 Claws
+15 melee (1d8+7), and
1 Radula +10 melee
(2d6+3)
Space/Reach: 10 ft./10
ft.
Special Attacks:
Improved Grab,
Psionics, Bore, Charge,
Powerful Build
Special Qualities:
Telepathy 100', Power
Resistance 30, Damage
Reduction 5/-,
Amphibious
Saves: Fort +11, Ref +4,
Will +12
Abilities: Str 25, Dex 10 ,
Con 24, Int 15, Wis 18,
Cha 18
Skills: Concentration
+17, Knowledge
(Psionics) +12, Listen
+14, Psicraft +12, Spot
 +14, Use Psionic Device
+14
Feats: Combat
Manifestation,
Improved Inititative,
Power Attack, Improved
Bull Rush, Reckless
Charge *
Environment:
Underground or any
Aquatic
Organization: Solitary
Challenge Rating: 12
Treasure: Standard
Alignment: Usually
Chaotic Evil
Advancement: By
character class
Level Adjustment: -

Combat Manifestation
is from the Expanded
Psionics Handbook,
Reckless Charge is
from the Miniature's
Handbook.

"Abner…"

"Yuh Cletus?"

"Whut the hail is thet

thar thang?"

"Ah dunno but it just et

Bill Johnston. And his
boat."

"S'pose we shud stop

fishin'?"

"Now lets not be hasty

Abner…"

Nautiloids are unusual

even for mutates. They
appear vaguely like
incredibly stocky
Mindflayers covered in
a horn-like shell. Two
great tusks jut from the
sides of their jaws,
which they use in
ramming attacks. The
mouth is surrounded by
many fine tentacles,
and it hides a huge
radula, the Nautiloid's
most fearsome
weapon. They're pretty
xenophobic. They don't
even keep slaves.
Which means they
spend much of their
time ranting about the
work they have to do or
why they cant eat each
others brains instead of
those disgusting
foreigners. Then they
stare at each other
uncomfortably for a
while. Then they
change the subject.
Nautiloids speak
Common and Aquan.

Improved Grab (Ex): If

the Nautiloid hits a
Small, Medium, or
Large creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it may use
it's Bore attack the next
round.

Psionic Powers: A
Carnal Mindflayer
Nautiloid manifests
psionic powers as an
12th level Wilder. Save
DC's are Charisma
based.

Charge (Ex): A
Nautiloid does 2d8+14
damage with a charge.

Powerful Build (Ex):

Identical to the ability
listed on page 12 of the
Expanded Psionics
Handbook.

Bore (Ex): With a

successful grapple
check the Nautiloids
tentacles and radula
bore into the victims
skull killing it instantly.
This does not work
against creatures with
multiple heads (at leas
until its gotten all the
heads), elementals,
oozes, undead,
constructs, and plants.

Combat: Nautiloids
almost always charge,
and follow up with a
grapple if they believe
they can. Psionics are
reserved for trickier
situation where brute
force will not suffice.

Mindflayer
Carnal,
Slimer
Carnal Mindflayer, Slimer
Medium Aberration
Hit Dice: 8d8+16 (80 hp)
Initiative: +7
Speed: 30 ft. (6
squares), Climb 30'
Armor Class: 17 (+2
Dex, +3 Natural, +2
Deflection), touch 14,
flat-footed 16
Base Attack/Grapple:
+6/+7
Attack: Tentacle +7
melee (1d4+1)
Full Attack: 4 Tentacles
+7 melee (1d4+1)
Space/Reach: 5 ft./5 ft.
Special Attacks:
Improved Grab,
Psionics, Extract, Mind
Blast
Special Qualities:
Telepathy 100', Power
Resistance 25, Slime
Saves: Fort +4, Ref +4,
Will +9
Abilities: Str 12, Dex 15,
Con 15, Int 19, Wis 17,
Cha 17
 Skills: Balance +4,
Climb +5,
Concentration +12,
Hide +2, Knowledge
(Psionics) +14, Listen
+13, Psicraft +14, Spot
+13, Use Psionic Device
+13
Feats: Improved
Initiative, Combat
Manifestation,
Multigrab
Environment: Underground
Organization: Solitary
Challenge Rating: 8
Treasure: Standard
Alignment: Usually
Chaotic Evil
Advancement: By
character class
Level Adjustment: -

"I am so not touching

that. You didn't say
they'd be icky…"

"Of course they're icky,

they're Mindflayers.
Thats the entire friggin
point of being a
Mindflayer!"

Slime Mindflayers are

covered in noxious
purple goo. They can
alter the consistency to
make it sticky or oily.
While the other flayers
dont mind them, most
humanoids find them
disgusting. Except for
some perverts among
the Drow. What is it
with the Drow anyway?
They are otherwise
pretty identical to the
average Carnal
Mindflayer.

Improved Grab (Ex): If

the Mindflayer hits a
Small, Medium, or
Large creature with it's
tentacle attack it can
make a Grapple Check
as a Free Action
without provoking an
Attack of Opportunity. If
successful it can
attempt to attach its
remaining tentacles
with a single Grapple
check. The opponent
can make a Grapple or
Escape Artist Check to
escape, but the
Mindflayer gets a +2
Circumstance Bonus
for every tentacle that
was attached at the
beginning of the
opponents turn.

Extract (Ex): A
Mindflayer that begins
it's turn with all 4
tentacles attached to
an opponent and that
makes a successful
Grapple Check extracts
it's opponents brain
killing it instantly. This
power is not instantly
fatal to creatures with
multiple heads, and it
does not work on
Constructs, Elementals,
Oozes, Plants, and
Undead.

Psionic Powers: A
Carnal Mindflayer
Slimer manifests
psionic powers as an
8th level Wilder. Save
DC's are Charisma
based.

Mind Blast (Su): This

Psionic attack is a 60'
Cone. Anything in it
must make a DC 17
Willpower Save or be
Confused for 3d4
rounds. The Save DC is
Charisma Based. This
power is the equivalent
of a 4th level spell.

Slime (Ex): A Slimer is

covered in purple slime.
As a Free Action it can
later the slime to make
it sticky or oily. If the
slime is sticky the
Slimer gains a +8
Circumstance Bonus to
Climb, Balance, Trip,
and Grapple checks
(except when its trying
to escape a Grapple). If
the slime is Oily it gains
a +8 Circumstance
Bonus to Swim, Trip,
and Grapple checks
(only when attempting
to escape a Grapple). It
also gains a -8
Circumstance penalty
to Climb and Balance
checks. The slime also
gives it a +2 Deflection
Bonus to AC. Track rolls
are automatically
successful unless the
Slimer enters the water
at some point.

Combat: Slimers tend

to try to hide, mind
blast, and then close
for grapple as soon as
possible using their
slime to ensure their
prey cant escape.
page revision: 3, last
edited: 25 Sep 2010, 09:11
(3338 days ago)