Mind Flayers & The Illithid Empire [Baldur's Gate 3 / D&D]

This week we talk about the Illithid Race, more well known as Mind Flayers, to find out what makes them tick, and all of the minute details that separate them from octopuses. To cap it all off, we talk about the Illithid Empire, and why no one wants to see that come to fruition.

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Transcript

Hey there, welcome to the Lore’d to Death podcast– a deep dive into the lore of your favourite games, movies, shows, and more! My name is Brett, and today I am still baffled by how much everyone is loving the Baldur’s Gate 3 / Dungeons and Dragons content. Every time I make a new episode in this universe, I get twice as many responses asking for more episodes on the matter. And don’t get me wrong, I’m not complaining at all. I love this universe, and I will write about it as long as you guys are willing to listen to it. Today, we have (and I’m sorry if I’m totally butchering the pronunciation of your username) Hydlefar who used the Spotify Q&A function to give a suggestion for this week’s episode. They said:

“Love the DND/BG lore content. Do some more! I’d love to hear the various races.” 

First of all, I want to say thank you so much for the feedback! I’m glad you’re enjoying my ranting and raving, and I’m forever grateful for everyone who tunes in. Secondly, I feel like this is a good time for a call to action by reminding everyone that I’m always open to suggestions for topics, because that means that A: I know that you’re enjoying what I’m doing, and B: it helps me out because some weeks, I have no idea what to write and it’s really helpful to have a little stream of ideas out there. I’m most active on Instagram @loredtodeath or you can send an email to loredtodeath@gmail.com. 

So this episode goes out to you, Hydlefar, wherever you are. I thought it would be interesting to stay within the realm of Baldur’s Gate 3 and cover something that you hear about in the game, but never really get a great explanation from because the only two people willing to talk about the Illithid Empire are Lae’Zel who doesn’t want to talk about the Illithids much just on principal, and the Emperor who is one who veils everything that he says so as not to lie, but not tell the entire truth. And that’s the topic for today is the Illithid Empire. I want to cover the who, what, when, where and why The Illithids are what they are, and why they are such a detestable race in the DnD universe.

But before I get to that, I wanted to preface that I really only intended on writing about the Illithid Empire, not the race, but I thought it would be good to give a little bit of an introduction to the Illithid race so that we better understand what their goals for creating the Empire were… and I didn’t realise what i was getting into. As of writing this little preamble, I have about 7,800 words which is about 12 full pages of just content about who and what Illithids are before even getting to the empire. I did not think that they were this fleshed out, and I did not think that it would be this difficult to research because, oh boy, are there conflicting sources out there. Leave it up the Wizards of the Coast to write about a race for 30 years and create so much confusing overlap that I have to actually wrack my brain. Anyways, I just thought that was hilarious, because this could have been a short and sweet episode so I could get ahead of the curve, but I can’t just let myself do that anymore apparently.

So the first and arguably the most important question, is who and what are Illithids? Illithids are also known as Mind Flayers to most, and Ghaik to the Githyanki race. In every iteration of DnD, they are aligned as lawful evil, which says a lot about their character. Mind flayers are sadistic aberrations who were feared by most across the multiverse due to their powerful psionic abilities. Known also as a mind ruler, their main form of attack is to exert control over their victims by controlling their minds so that they can use other lifeforms as thralls before extracting their personality by consuming their brains while the victim is still alive.

In terms of physical appearance, their most distinguishable feature is the mass of tentacles on their face that surround their mouth and their oblong, octopus-like heads. In physical size, weight and general build, they were roughly comparable to the average human. But the way their bodies look is described as “a gruesome mockery of the humanoid form” with soft, rubbery skin (again, much like an octopus) that was anywhere from green to purple in colour. Also different from the average human, mind flayers were on a strict diet of brains only, had a mucus membrane on their skin that smelled of onions, garlic and vanilla, and had silvery-white blood. The tentacles on their face are actually very dexterous, able to be moved individually with great precision. These tentacles range anywhere from 2 to 4 feet depending on the size of the Illithid.

Under their tentacles was a mouth unlike an octopus but more like a lamprey or a leech, which was circular, jawless, and ringed by several rows of small, sharp teeth. It’s a good thing that they have tentacles, because their mouths are an absolute nightmare and despite the tentacles being mildly terrifying, it’s a great improvement over the alternative. While they do not appear to have jaws, they can actually physically speak deep speech and undercommon and can understand many languages because of their high intelligence, but prefer to use telepathic communication instead. That kind of goes in line with their being evil, because if you can telepathically communicate with your buddy that you’re gonna eat someone’s brains without them hearing you, you might as well. And on the topic of their speech, Mind Flayers have a written language called Qualith, which is actually really neat. Despite it not looking particularly intricate, in reality it is much more intricate than probably most other languages. Qualith consists of patterns of four lines that are imbued with psionic energy which not only convey what is written, but is capable of conveying the author’s thoughts. I think that’s really cool, personally. Illithids don’t have the problem that we face when writing letters or sending texts, because their emotions are straight up imbued into their text. If I had that power, I wouldn’t have to constantly supplement every text with emojis so that people know I’m not upset because texting is a nightmare.

Illithid names were also written in Qualith, which brings a myriad of interesting issues. Because the language is so dependent on conveying the author’s thoughts and intentions behind the words, names were the same way. While their name might be something quite simple when written, their names all carried great weight and could not be properly expressed through regular words. Because their names were basically their life story in a word, Mind Flayers would often adopt another simpler name that their thralls would know them as. It was usually something edgy to instill fear but with an emphasis on being pronounceable in any tongue. Other races of the Underdark had rough translations for Illithid’s true names, but they were basically just a form of being able to identify other mind flayers and didn’t really convey their actual names. It was just something that they themselves could understand.

An Illithids hands were similar to a humans, once again, but they had long, slender fingers and a distinct lack of an index finger. Their hands were clawed with great, long nails that look rather intimidating, but are actually the opposite. Their nails, while appearing almost like talons, consisted of soft cartilage and therefore were rather ineffective when used as a weapon. They had two toes which were webbed, which makes them seem more like an aquatic race than they already appear otherwise. Their eyes are actually not very octopus-like, which I actually feel is the only thing that I would change in their appearance, but I will admit that it somehow makes them more intimidating that they don’t just look like an octopus with legs. Their eyes were typically pale and devoid of pupils, which makes them feel just that much more evil. They also lack protruding ears, but rather have small holes in the side of their head instead. Nor did they have nostrils, which is probably why they’re content with smelling like garlic and onions all the time. I’m nor sure if they can actually smell or not, but I would assume that they operate much like an octopus (I know, again with the octopus crap) where they smell and taste with the little suckers on their tentacles.

And now that I’ve written 600 words on how they look, let’s get into their personality, abilities, and so on and so forth.

So, Illithids were built a little differently when it came to their personalities, because if I’m being honest they don’t really have personalities. Instead, they have a crippling superiority and god complex and are never not thinking about ways to dominate other races so that they could have full control over the multiverse, which is exactly what the Illithid Empire is but that’s getting ahead of ourselves. While some Illithids could show extreme variance in how they wanted to execute their plans, they are malevolent and sinister by nature and basically all share a common set of beliefs– hence the lawful evil alignment. I love this little excerpt from the book Lords of Madness: The Book of Aberrations because it’s so brutally honest about Mind Flayers and how they interact with the world:

Mind flayers have no friends. If an illithid treats a creature of another race as an equal, it is pretending friendship. Other races are useful when they bring information and trade goods. Ultimately, illithids have only two ways of interacting with other races: enslavement and consumption. If an illithid treats a drow or a duergar respectfully (never deferentially), it is doing so only to serve its own purposes.

…

Mind flayer society is unique in that illithids know their destiny is to dominate the universe. Illithids are not foolish enough to believe that the future cannot be changed, however, so they are not complacent.

And honestly, those two paragraphs are enough to describe the belief system of Illithids almost entirely. They are egomaniacal creatures who have a destiny to rule the universe and yearn for nothing else. In their minds, they are acting as a force of order, tasked with taming a chaotic and unguided universe. So, in their mind they’re almost caretakers of the universe and the other races are merely children who don’t know any better, who are acting on pure impulse rather than thought or ambition, and the Illithids are there to make sure that they are there to make sure that no one spills their drink on the carpet. It’s actually much the same as how we view something like a feral animal like a raccoon or something. If we leave the raccoon to its own devices, it’s going to keep knocking over the garbage bin and get garbage all over our yard while its looking for food, and so we have to make sure that we have measures in place so that this doesn’t happen. And of course, if you approach a wild raccoon it might fight you. It’s only natural because you’re a predator and clearly superior to this little raccoon, and so it fights back against control because it’s scared and it doesn’t know any better. This is how Illithids view other races– as inferior creatures who need to be tamed by force, made to work for them, and then eaten as livestock.

And it was this dominion over others that enthralled them so much so that a class first rite of adulthood among Illithids is the domination of a thrall, and according to The Illithiad a mind flayer connote truly call itself an Illithid until it does so. Also according to this source, Illithids had a very intimate relationship with their thralls, despite it being such a one-sided relationship. It doesn’t happen very often, but if a thrall were to die of natural causes, say, of disease, age, or conflict, the Illithid would suffer in turn. If this happened, it would cause the Illithid to put a full stop on whatever their goal was at the time to replenish their supply of thralls as quickly as possible. It’s almost like they couldn’t live without them, and it’s said that some Illithids would go mad if they didn’t have thralls surrounding them. I find this fascinating, and it really shows that despite being of a single thought, seemingly showing no emotions, Illithids were capable of a range of emotions and, in fact, were very social creatures. They felt anger when they were cheated out of their goals, happiness when a plan came together, and sorrow when they lost something that they held dear.

But that did not mean that a Mind Flayer would live like you or I, trying their best to make sure that they were happy and that what they were doing was for their happiness. Everything they did, they did for domination which had nothing to do with how content they were in life. The closest that a Mind Flayer can be is when consuming a particularly scrumptious brain, but I’m not sure if I could call that pure happiness as there was a sadism to it. Instead of aiming for happiness, I think it’s better to say that they aimed for self-satisfaction through gaining knowledge and seeing a plan come together. That being said, for some reason it seems that Mind Flayers tend to enjoy living lavishly. Maybe it’s because of their inherent superiority complex, but they are often caught seeking to live in luxury rather than hide in the shadows in squalor, which is funny considering many of them come from underground caverns.

In being able to feel complex emotions, while Mind Flayers have a singular goal in mind, their way of getting to that goal differs from one another. Mind Flayers are inherently intelligent creatures, as mentioned before, which meant that they were natural masterminds. Each plan was very well thought out and executed to minutia, but one Illithid might think it be best to take a slow approach and create a thrall army to to take over a plane over the course of a decade, while others might think it best to seek out magical artifacts so that they can enhance their psionic abilities and take a more direct genocidal approach. And because their plans are too intricate and complex, it’s hard for other races to truly comprehend what they are trying to accomplish which made them somewhat of an enigma, and their attacks usually came out of nowhere.

Further on the concept of individuality amongst Mind Flayers is that sometimes they would step on each other's webbed toes, and conflict amongst their own kind was not uncommon. They all came from the same place and had the same goals, but they were extremely competitive because they each thought that their plan was the be-all-end-all of ethnic cleansing. This made it hard for Mind Flayers to work as a team, and forced them to often operate as a single unit. Despite this animosity towards their own kind, they also had the understanding that what they were trying to accomplish was for the greater good of all Mind Flayers, and that they group must be considered in every action, for it was their race that was to succeed not the individual. So while they were all individualistic and competitive, a Mind Flayer society was built on the idea that there were no drifters and no charity for Illithids that did not wish to contribute to the greater good. Any Illithid who did not comply with their strictly structured society did not hold on to their life for very long.

If there was something that the colony needed, like a big secret or something that they needed some serious manpower for, they would form what was called an inquisition. This was something like an adventuring party, consisting of a few Mind Flayers that would be grouped together to complete an objective. If this was not enough, then they would form what they called a cult, which was basically the same thing but in a larger format. Many Mind Flayers would get together and be led by two Mind Flayers who would be in charge of strategizing and executing the objective. This did not happen often, but would mostly be put together if there was something highly profitable that was outside of the Elder Brain’s control. Because it was out of the brain’s control (and we’ll get back to that point in a bit), it was more dangerous for the Mind Flayers to be operating in a group hence why it was not done often. But when an inquisition or cult was formed, it was because there was a key element that would lead to dominion or accumulation of great knowledge. 

It was a Mind Flayer’s goal to accumulate as much knowledge as possible, for to them knowledge equaled power and they based their self and group worth on shared information. Since they were not physically strong creatures, having no natural defences like sharp claws or large frames, they had to seek every other avenue to succeed. This meant exploring all avenues of magic, technology, alchemy, among other academia in order to make up for their weak physical forms. To this point they would bargain with other beings for information, or sometimes take a more direct approach and interrogate and kill them for it. They spied, stole, and plundered information from crypts so that they could uncover information not known by the native populace in an effort to gain the upper hand on them by finding something like forgotten technology that was buried for being too dangerous or magic spells that were discarded for being too destructive.

But they could not bide their time forever. While they have a longer lifespan than that of a typical human, a Mind Flayer would live to around 125 years. Around 10 of those years were spent as a tadpole in the Elder Pool, so they realistically had about 100 years to try to enact a plan to dominate the planes. That was a lofty goal for such a short span of time. But Mind Flayers did not think of time as finite. In fact, they are one of the only races that don’t much consider time at all, but rather only view the present as a reality. The future was set in stone, as they believe that their future is to dominate the universe, and so the only thing that mattered was what was happening right then and there to make sure that their destiny was realised. However, I feel like it’s important to note that just because they believe that the future is inevitable does not mean that they were complacent. And the past was something that did not concern them, for the past was just history and history was something that the Elder Brain was responsible for, being a living record of their colony’s collective memory. So they were relatively indifferent to the past as well.

And speaking of the Elder Brain, you could consider the Elder Brain as their God, although they did not worship it as other races might worship their deities. The Elder Brain was seen as the final stage in the Mind Flayer life cycle in which all Mind Flayers would become part of once they died. Mind Flayers did not have a fear of death or an afterlife to look forward to per say, but rather looked forward to becoming one with the collective consciousness that was the Elder Brain once again. Mind Flayer clutches, which every Mind Flayer lays once or twice in their lifetime, are typically deposited in the briney pool in which the Elder Brain resides, and once the eggs hatch they start as tadpoles, swimming around the brain brine. During this time, the 10 years spent as a tadpole as mentioned before, they grow in the brine until they are about 3 inches in length and look like a miniature octopus or squid. Only about 1 in every 1000 tadpoles end up reaching maturity, however, because the Elder Brain consumes the rest to sustain itself, along with the brain matter that Mind Flayers present it with.

There’s an interesting phenomenon that happens if the tadpoles are left unchecked such as in the event where a Mind Flayer colony is abandoned, or the Elder Brain is killed and there is nothing to eat the excess tadpoles. The tadpoles will begin to prey on each other, consuming their kin in the briney pool. Eventually, the strongest that survived evolved into what I can only describe as a psychic worm which I guess is just a larger form of the tadpole. These are called Illithocytes, and tend to gather themselves around areas with strong psychic radiation which they would feed on. They can also evolve into a Neothelid, which is a much larger creature with a gaping open mouth and tentacles. Instead of feeding on psychic radiation, these creatures would hunt down living creatures so that they could eat their brains, much like a Mind Flayer albeit more destructive and less cunning due to their low intelligence. Both of these creatures were loathed by Mind Flayers, and so they were hunted down relentlessly.

Once the tadpoles reached maturity, they were subject to ceremorphosis, which is the process in which a tadpole gains a body and becomes what we would know as a Mind Flayer. If you played Baldur’s Gate 3, you should be pretty familiar with this process. A tadpole would be inserted into a humanoid creature through the eye, where it would very quickly burrow into the brain and begin consuming it. In DnD terms, the process in which it took to devour the brain of the host is 3 rounds, or about 18 seconds, which sounds insane because how does a 3 inch octopus eat an entire brain in 18 seconds? Well, they don’t. They gravitate towards the lower brain stem, and consume that to kill their host. Once the host is dead, their body will be turned into a Mind Flayer over the course of a few days. Ceremorphesis replaces all of the body tissue with that of an Illithid until it is no longer recognizable as the original host including all internal and external organs. I mention external organs because all mind flayers are inherently sexless, neither male nor female. Once a tadpole is burrowed into the host, the process is irreversible. Not cure disease, restoration, or resurrection can help bring the person back. The only course after that point is to destroy the tadpole to stop it from becoming a Mind Flayer.

Typically, for all intents and purposes, the person who turned into a Mind Flayer is gone both in body and mind. However, there is a phenomenon (albeit a rare one) where the Mind Flayer can suffer from what is known as partialism which is the incomplete sublimation of a host’s mind. This would cause partial personalities from the original host’s being to come to the surface every once in a while. Usually this happens when the Mind Flayer is preoccupied with something or in a daze, daydreaming, or something of the sort. This would manifest itself in minor autonomous actions that you or I wouldn’t even notice that we have like tapping your fingers or feet rhythmically or humming to a song that they knew in their previous life. Allegedly, it’s been known to happen when writing in particular and the Mind Flayer would start writing in the original host’s native language. But that’s the extent of it.

There is one such being that we know of from Baldur’s Gate 3, the Emperor, who somehow managed to dash everything we know about ceremorphosis and partialism, and retained all of their memories from their past life. I won’t go into too much detail about the character, because I don’t want to get into spoiler territory, but I think it’s worth bringing up because it kind of breaks the rules of what we know of Mind Flayers and ceremorphosis. As far as we knew before Baldur’s Gate 3, the extent of what I mentioned before is all that there was to partialism, and it was largely just, like I said, autonomous actions that were ingrained in the personality of the host. These personalities from their previous life were never strong enough to have any moments of clarity or break through the Mind Flayer’s defences to control their body. There’s a myth among Illithids that there was a being called the Adversary whose personality was able to come back entirely, and the original host was able to basically oust the Mind Flayer from their brain, thus using its Illithid powers to overthrow their fellow Illithid colonies. But there’s nothing to substantiate this myth and it’s likely more of a bedtime story for tadpoles to scare them into being obedient to the Elder Brain. Either way, partialism is detested by Mind Flayers, and if one is suspected to be suffering from it, they are promptly removed from the colony.

So, does the existence of the Emperor actually overwrite everything that we know about Mind Flayers and how ceremorphosis affects the brain or was this just a slip-up by Larian and Wizards of the Coast that was never caught? I just think it’s interesting because many other forms of bodily possession, like in Baldur’s Gate 3 with the Dead Three, the original personality is like the passenger on a really awful road trip. They’re still in there, watching their body act out of their control and, in the instance of the Dead Three, commit atrocities that caused them to go mad. So their original personality is in there somewhere, it just can’t act on its own. Then in the case of the Emperor, they had their memories suppressed and then somehow managed to dig them back up and still be the person that they were, just with some freaky alien powers. But that makes me wonder if all of that was a lie, as well? Mind Flayers are known to manipulate those who they needed help from, so I guess it wouldn’t surprise me if that was all a ruse… but there was so much that happened that was contingent on the Emperor being who they were but… ahh, we’re getting off track. Where were we? Oh, right– the process of a tadpole being turned into a Mind Flayer through ceremorphosis.

Not every being would just turn into a Mind Flayer. For instance, a Beholder could undergo ceremorphosis and become a Mindwitness, which looked like a Beholder but with the lamprey-like mouth covered in tentacles, no pupils just like Illithids, and the typical Beholder eye rays but accompanied by the Illithid’s psionic abilities and tendency for brain extraction. Likewise, a dragon could be turned into a brainstealer dragon, Chuul into Uchuulon, among other things. Funnily enough, gnomes could also become Mind Flayers… kind of. While Mind Flayers all look like the same sexless octopi, a gnome would retain its size when subject to ceremorphosis so it looked like the cutest little chibi Mind Flayer. They’re honestly adorable. But the process could also fail with Gnomes, for some reason, and you could end up with a Gnome Squidling as a result. This adorable little creature was small with weak, deformed limbs and relied on levitation to get around. They have a low intelligence, and are basically driven by a hunger for brains and seem to care for little else. They’re the cutest little murder machines, and I love them so much.

Furthermore, sometimes ceremorphosis would go differently on regular humanoid creatures and give birth to something more sinister than an Illithid– the Ulitharid. The Ulitharid were an aberration amongst Illithids, but they were not inferior. Rather the opposite, they were treated as nobles for they possessed extraordinary gifts of strength and psionic power. Some say this happens every 1:25 times and others say it’s closer to 1:100. I would sooner believe the latter since it’s seen as exceptionally rare, and a 1:25 chance kind of seems relatively common or at the very least uncommon instead of rare. Either way, aside from raw strength Ulitharids differed from the typical Illithid by having a harsher temperament (if that’s even possible for a Mind Flayer) which made them particularly spiteful, leading to more brutal methodologies. They also had longer tentacles on their faces which set them apart physically. Allegedly, Ulitharids were the key to expanding Mind Flayer colonies, having the distinct ability to metamorphose into an Elder Brain. It seemed that, naturally, an Ulitharid would grow tired of being under the influence of an Elder Brain. Seeing themselves as superior to other Mind Flayers, an Ulitharid would end up leaving their colony with a handful of other Mind Flayers who would follow them to create their own. In this new colony, the Ulitharid would allow themselves to die so that their brain could be placed in the spawning pool where it would grow into an Elder Brain. To this point, they carried around a weapon called an Extractor Staff which they would use as a melee weapon in life, and would assist them in removing their own brain when the time came to ascend.

Which brings us right back to the Elder Brains. They reside in the centre of a Mind Flayer Colony in a briney pool. Like I said before, the Elder Brain is the collective conscience of every Mind Flayer that died and had its brain put into the pool to be consumed. The Mind Flayers worshipped the Elder Brain, but more like an elder and less like a god. It’s also not a single entity. Like I said, it was the centre of a colony and each colony would have its own Elder Brain. But what is the purpose of having a 10 foot diameter brain in a pool of brain liquid in the centre of your home, you ask? The Elder Brain essentially ruled over the colony, but typically not in a very direct way. There were very few that oversaw each and every decision that was made by the colony, but rather it was there to provide guidance and wisdom, as it was the collective consciousness of every Illithid that died in that colony. They would be there if a Mind Flayer needed to consult on matters of psionic expertise, technology, history– you name it. If a Mind Flayer knew something, the brain would have that information kind of like a living library. All one needed to do was make a simple telepathic query, and they would get what they wanted. Interestingly, it’s said that Elder Brains can handle up to 10 concurrent telepathic conversations at once, which is extremely impressive.

But beyond that, Elder Brains control all Mind Flayers within a 5 mile radius. So any Illithid within that radius is under the mental control of the whims of the Brain. Again, if you played Baldur’s Gate 3, then you should be pretty familiar with what this looks like. If you haven’t, then what are you waiting for? The control exerted over Mind Flayers was absolute to the point where you could think of the colony, and any Mind Flayers within spitting distance of an Elder Brain for that matter, one singular entity spread across multiple bodies. Under this influence, all individualism was gone, and all that remained was one thing: The Elder Brain. The Brain acted as a network that connected the minds of all Illithids in the affected area, basically hooking them up like an old-school LAN party. However, as we know from Baldur’s Gate 3, if a Mind Flayer were to stay out of the Elder Brain’s influence for an nondescript period of time, it was possible that they could regain their free will and become a self-serving individual, free of the grand design that Mind Flayers held themselves to. We saw this in Omeluum, who was a member of the Society of Brilliance and was working with a bugbear in the Underdark. Omeluum was working to acquire knowledge, like any other Mind Flayer, but he was seemingly doing so for the Illithid Empire but was doing so because he wanted to. And truly wanted to. To an extent, we also see this in the Emperor. These were known simply as renegade Illithids who could go on to establish their own colonies or even seek cooperation with other species, as we saw in the game. However, as we also saw, as soon as they were brought near the Elder Brain, their personality, alliances, and wants all vanished as they became a true Mind Flayer once again as they were enthralled by it’s psionic connection.

But no one Illithid knows the end result of an Elder Brain. That is to say that maybe an Elder brain as died, but they seem to just be ever existing and there are theories as to what purpose they serve beyond being a wealth of knowledge. Some theorise that the Elder Brains are not the end goal themselves, but will serve a greater purpose in the future when the multiverse is under the dominion of the Illithid Empire. Supposedly, each Elder Brain is merely a single cell in an organism, so to speak. Eventually, when the number of living brains reaches some unknown critical number they will all meld via the Astral Plane and become something greater, and all brains will act as one. Elder Brains already pack a serious amount of psionic power, and I guess the idea is that they will all combine power to become something more powerful than has ever been realised.

Also a fun fact about Elder Brains is that they hate the sun. I mentioned very briefly that most Illithid colonies were underground, in fleshy caverns, where the Elder Brain resided. It’s unclear whether or not this is because they get damaged by the sunlight or what, but there are some Elder Brains who have decided that the best course of action for their survival is to find ways to extinguish all suns so that they can operate above ground instead of being in a deep dank hole. Most Brains, however, have come to understand that most of their thralls would not survive without sunlight in some capacity, whether it be from vitamin deficiency or the fact that crops don’t grow without the sun. So most Mind Flayer communities are focussed on finding ways to cope with the sunlight and find ways to comfortably operate under it.

It kind of reminds me of Mother Brain from Metroid, having done an episode about that a while back. I wouldn’t be surprised if Mother Brain was the inspiration for the Elder Brain, seeing as Metroid first came out in Japan in 1986, and in North America in 1987, while the first mention that I could find of the Elder Brain was from the Monsterous Compendium: Volume One released two years after the North America release in 1989. It’s possible, but I couldn't find any information regarding the connection of the two, so I’m just going to throw that one into the wind and see what it turns up.

So the moral of the story is that the Illithids don’t have a religion, per say, or any deity that they follow because how could you possibly serve a God when you believe that you are the supreme beings? But, back to the Mind Flayers.

Overall, they are cold, intelligent, and overall sadistic. This is why they seem feared throughout the multiverse, and why the Illithid Empire is something that none wished to come to fruition. You couldn’t trust them, because if they were being kind to you then it was because you served as a conduit for information that they could exploit. They have been known to ally with people of other races without enthralling them, but to my knowledge from the moment that they start working with you, they have already devised a plan to get rid of you once they had what they needed. 

So we’ve talked about how Mind Flayers are basically the cream of the crop in their own eyes. Everyone fears them, but I think a great question is what do they fear? There’s not a single being in the multiverse that doesn’t have something that they are afraid of, and Mind Flayers are no exception. Notably, there are three things that they cannot stand for one reason or another, and that creates what we can best describe as fear, even if they don’t necessarily feel fear as we might and it could probably be better described as an extreme hatred. These three things are arcane magic, the undead, and the Gith (or Githyanki and Githerazi).

The easiest one to explain is the undead. Illithids fear the undead because they cannot control them. Mind Flayers are all about mind control and domination over species, but if you’ve ever played DnD then you know that you cannot mind control the dead. You can use necromancy, but we’ll touch on why that’s not an option for Illithids when we get to magic. Simply, they cannot make thralls out of the undead, so they lack control, and Mind Flayers fear anything that they can’t control.

Much like arcane magic. Illithids view arcane magic as an abomination for a couple of different reasons. One is because of their superiority complex. All Illithids have an innate psionic power, and they believe that this is the be-all-end-all of what magic aspires to be, and that arcane magic is just an inferior copycat of their power. It’s also partly due to the fact that you could theoretically, if one was strong enough, resist a Mind Flayer’s mind control with magic with something like resist energy, or just because to use arcane magic you have to be naturally intelligent, and often more intelligent than an Illithid, which brings us back to the superiority complex. Furthermore, arcane magic was sought out by renegade Illithids as a means to shield themselves from the Elder Brain’s influence, which of course Illithids under the control of the Elder Brain would despise. The final reason why we suspect that they might hate magic was because of its role in the Gith rebellion.

 Which is a great segue into something that is an entire topic on its own, which I’m happy to cover in the future if there’s any interest: The Githyanki and Githerazi. So to make a long story short, and to not make half of this episode about the Gith– the Gith are a race that was basically created to be thralls for the Mind Flayers. It’s unknown where their base form came from, but they were genetically altered somewhere down the line to basically be bred as the perfect slaves for the Illithid Empire. They ended up rebelling after developing a natural resistance to Illithid mind control over generations, and were able to overpower their masters through sheer numbers. They were able to kill countless Elder Brains in this effort, crippling the Illithid movement and almost driving them to extinction which they have yet to really come back to full power since. So I think you can see why Mind Flayers might be a bit adverse towards Gith, and vice versa with good reason.

And that really sums up the important things that we know about Mind Flayers. I’m sure I could go into more detail about the intricacies of how they work, the social constructs that they hold, their powers, and so much more but there are several books written about them that I would urge you to explore if you want to know a little more. I mentioned the Illithiad before, which I pulled a ton of this episode from, and you can find it online for free pretty easily. It’s an interesting read if you’re the type who likes to read player handbook style things. So now that we know the who, what, when, where and why of the Illithid race, let’s get into their origins and where they come from, as well as the Illithid Empire that is so despised.

I need to preface this with the knowledge that we don’t really have any knowledge as to where the Illithids came from originally. For most races, we can trace back to some origin point where they diverged into what they are now, but for Mind Flayers we can only really speculate. There are a few origin myths that we can look at, however.

Some suggest that Mind Flayers are actually aliens from a distant future, sent back in time to prevent their extinction which would have been brought upon by the end of the universe. Mind Flayers typically travel around in what they called Spelljammers, which were capable of travelling between planes. These are not to be confused with the Nautiloid ships, which are also technically Spelljammers, but they are made of organic material named after the giant nautiloid shells that made up the bulk of their mass. Both of these can travel to different planes, but they do it ever so slightly differently from each other. Regardless, it’s thought that in the distant future, a group of Mind Flayers used a powerful spell aboard Spelljammers that allowed them to be shot back in time with each ship landing in a different period so that they could have a better chance at setting up their respective empires.

This is a pretty popular theory which I’m personally a fan of, because it explains why Mind Flayers just know that they are going to rule the multiverse. They have seen it from their distant future, so they know that it’s inevitable. This theory is also supported by the Aboleths, which are great creatures not unlike the Neothelids but they are far more intelligent, meaning that they aren’t just aimlessly destroying things for the sake of destroying things. Aboleths are giant aberrations that are essentially just a long mass of tentacles that end in three eyes and a gaping mouth. But, how does the existence of a giant space squid support this origin story? The Aboleths are unique in that they have a genetic memory, which means that each Aboleth is born with the complete knowledge of their ancestors, as if they were living multiple continuous lives. Further, they have been around since before most things. So Aboleths are basically a living compendium of the entire history of the multiverse, meaning that they know the history of every race, god, plane– you name it, they know it. But even the Aboleths do not recall where the Illithids came from. From the book Lords of Madness - The Book of Aberrations we get the passage which explains:

“…the inscrutable mind flayers are the race that aboleths come the closest to fearing. The aboleths do not remember the genesis of the illithid race, not even in their racial memories. As far as the aboleths know, the illithids simply appeared from nowhere, and that makes the aboleths uncomfortable. The origin and capabilities of the mind flayers are unknown. Of course, the reason for this is simple: Mind flayers came to the world from the distant future. In a way, the aboleths and the illithids are like cosmic bookends: two similar races with similar goals, one from the ancient past and one from the doomed future.”

This book is really dead set on this theory that the Illithids are from the future to the point where they don’t even suggest that it might be true, but just state it several times throughout the book that this is just what it is. I think that’s probably why this theory is the most likely, although I would take pretty much anything from these handbooks with a grain of salt when it comes to origin stories, since we seem to uncover more every few years.

There are others that believe that Illithids were really just a mutant offspring of a humanoid race. This theory suggests that they were hunted by some oppressors and were forced underground, which is why we find Mind Flayer colonies in the Underdark. Trapped in the Underdark, this humanoid race was forced to inbreed to survive, which eventually gave way to their alien form. During this time in the Underdark is where they honed their psionic powers over generations until they were strong enough to come out of the shadows to hunt their oppressors and take their revenge on the universe for forcing them to live in dark, dank caves by enslaving everyone in it.

Another would suggest that they weren’t the result of inbreeding, nor the result of time travel, but rather moulded by a force unknown in the Far Realm, which is a plane of madness that was known for transfiguring those who entered it into gruesome monsters. It was basically H.P. Lovecraft, The Realm. This is where Beholders are said to come from, and in the Dungeon Master’s Guide: 5th Edition it suggests that Mind Flayers were also sculpted by its influence. It’s said that a group of ancient Illithids set out to the Far Realm on a nautiloid, only to return with drastically changed bodies, minds, and goals– being what we know as Mind Flayers now. What they were before that point, it’s not said in this theory which is why I don’t give it a ton of credence. I know that the source should be pretty spot on, given what it is, but I just don’t think there’s enough to substantiate it.

That being said, I could see the first and third theory being true at the same time. I don’t think that the idea that they were shaped in some way by the Far Realm is out of the question, given the nature of it. But I don’t think that explains it enough, which is where I think the first theory that they came from a distant future comes in. Maybe they came from a distant future in which they knew what the Far Realm held, and used that to enhance their powers so that they could get a better foothold to create their empire. But alas, we might never know for sure as is the nature of these stories. No matter what origin you might believe, the one thing that remains consistent is their constant need for dominion over the multiverse.

And that brings us right to what was supposed to be the main topic of this episode– the Illithid Empire. It wasn’t always an empire that they had, but the Mind Flayers seemingly exist both before and after recorded time, so no one really knows when it started. But we do know that in many cases, Illithid conquests began on worlds before the inhabitants had even a concept of a multiverse or different planes, which speaks to how long they have been mucking about. We also know that while they don’t have a home planet of their own, per say, they do have a base of operations, or at least they used to– Penumbra.

Penumbra is an artificially created world, unlike any other. It was larger than the orbit of many planets, but it was a flat disc created from substare with a gaping hole in the middle in which its star resided. This is where the Illithid Empire truly started, as far as we know, and as I mentioned worked as a base of operations. Unfortunately for the Mind Flayers, this was also where they bred a good host of their Gith slaves, and Penumbra was lost to the Illithids during the Gith revolt that I mentioned before. But we’re getting a bit ahead of ourselves there.

The Illithid Empire started as something much smaller, with groups of Mind Flayers on different planes who were seeking to take over said plane in a sort of divide and conquer method of attack. Much like when we talked about the Blood War, there isn’t really a detailed account on their exact course of action, but rather smaller accounts of their successes and failures which I want to go over. Most of these are not stories of triumph, though. I find it somewhat odd that the Illithid Empire is something that is feared so terribly when most of the accounts I can find of it are stories of how the Illithids got a foothold somewhere for a few hundred or thousand years, but ultimately failed to keep it for one way or another. But, I digress.

From the planet Glyth, a group of Illithids descended upon Toril somewhere around the year -11,000 DR. As a side note, for those who have no idea what the timeline is like, Baldur’s Gate 3 takes place in 1492 DR which should give you an idea of how long the Illithids have been up to their shenanigans. Anyways, around the year -11,000 DR they descended upon Toril where they set up in the Underdark and founded a city called Oryndall where they resided pretty well unnoticed for almost 2,000 years. Then, in -8,100 DR they decided to make their move and attack an eastern Underdark colony of Dwarves called Shanatar, which was founded at around the same time. This sparked a 20 year long war in the Underdark known as the Mindstalker Wars, which ended with the eventual defeat of the Illithids, but they managed to get away with some of the members of the Dwarf Clan Duergar. These poor Dwarves were experimented on and changed during the following millenia until they became what we know as the Duergar subrace, or Dark Dwarves. Around -4,000 DR, the Duergar managed to cause a rebellion in which they nearly destroyed the city of Oryndall and escaped captivity, allowing them to become their own people and create their own Duergar holds in the Underdark. These Duergar held a grudge for their several thousand year enslavement and would constantly attack the city of Oryndall in attempts to destroy it once and for all.

In 1154 DR, quite some time after the last account, the town of Ch’Chitl was founded about 18 miles below the southernmost edge of the Sword Mountains, close to Waterdeep. These were the homes of Wyll Ravengard and Gale of Waterdeep respectively, if that helps you understand whereabouts this is. This city was founded by an Illithid cult, and, while it’s not stated exactly who they were or why they were deemed a cult rather than just a colony of Mind Flayers, I have a sneaking suspicion that these were Mind Flayers who revered Thoon who was a lesser deity of evil and war who was specifically worshipped by fringe groups of Illithids. Anyways, Ch’Chitl was founded for the purpose of using the nearby Skullport as a proxy to start their invasion on Waterdeep and later the Sword Coast. They traded with Skullport and had a working partnership with it that sustained their economy to the point where, at its peak, there were allegedly more than 1,000 Mind Flayers living there. However, while they were thriving they were eventually discovered by the Gith, who attacked by surprise about 200 years after its founding in the year 1362 DR. There’s actually conflicting information on when this happens, actually. One source says that the Gith attack happened in 1250 DR, but three earlier sources state that it was in 1362 DR. Taking the history of Waterdeep into consideration, the attack happening in 1250 DR actually causes some issues with other existing events and so I'm going to take the attack happening in 1362 DR as the correct date.

In this attack, the Elder Brain was wounded, and the count of Mind Flayers went down to less than half of their strength as recorded in 1370 DR that there were around 400 Illithids still living there.  By 1372 DR, whether by more attacks or abandonment, Ch’Chitl was no more than a small outpost of Mind Flayers and they were forced to kill the leader of this colony, Thalynsar, for the sake of the other Mind Flayers who resided there. Thalynsar was actually kind of a wild story, because they were the colony’s only Ulitharid. After the death of their Elder Brain, he consumed the Elder Brain in a bizarre ritual that turned him into an Illithid Lich, also known as an Alhoon or Illithiliches, which was a forbidden ritual amongst Mind Flayers. They began ruling the city with guidance from a secret council of other Alhoon known as the Shadow Concord. When it was discovered that this was the case is when the colony decided that they needed to get rid of Thalynsar.

After the death of its Elder Brain and Thalynsar, the Ch’Chitl was ruled by a group of Mind Flayer Elders who planned on continuing the original plan of using Skullport to invade Waterdeep. However, in 1385 DR, the city was devastated by the Spellplague which was brought upon by the death of the Goddess Mystra. The Spellplague left the remaining inhabitants spellscarred, which sounds like something awful, but it actually granted the potential to wield unique magical power if one was to hone it. Three of the spellscarred elders merged into one, and became Ch’Chitl’s new Elder Brain who wielded even greater psionic power because of the spellscars. You would think that having a spellscarred Elder Brain and Illithid colony would be something that would have been mentioned again, but it isn’t. Not as far as I know. I think that this could pose some really interesting scenarios, like an actual invasion of Waterdeep and threat to the Sword Coast, but instead it’s just a whole nothingburger which is quite disappointing. Maybe we’ll get some more information on this colony later, because it seems like they were just getting started.

Some time in the 13th century DR, the Mind Flayers managed to get their foothold back on Glyth, if you remember that from the first account. I think they realised that they needed a better source of food to rely on, and so they started experiments and created what was called an Oortling. This was a humanoid creature that was bred specifically to have an enlarged brain, which was all the more succulent to the Illithids. Around the same time, in the Skull of the Void which was in Realmspace, other Illithids were experimenting on Beholders in an attempt to take some of their powers and give it to other Mind Flayers. It’s said that they were successful in the sense that after decades of consuming Beholder brains, some Illithids were granted the ability to levitate just like a Beholder. I find this curious to say the least, because Mind Flayers are often known to levitate at will because of their latent psionic abilities. It’s said that a Mind flayer can levitate just as easily as they could walk, and somewhat preferred levitation, so I’m interested to know if that’s specifically a result of this experiment, or if maybe the experiment just made the levitation more potent or easier to do? I’m not really sure, but I think it’s worth noting just for the sake of exploring the weird stuff that Mind Flayers got up to.

Then we have things like the events of Baldur’s Gate 3, where the Elder Brain on Toril came pretty close to achieving the Grand Design by manipulating the servants of the Dead Three (Bane, Bhaal, and Myrkul) to do its bidding. They used a specialised form of ceremorphosis to infect many in Baldur’s Gate and the surrounding area who would not transform immediately, but rather the tadpole would remain latent until given the command by the Elder Brain to transform in an attempt to cause mass chaos and create an Illithid army at will to take over the continent through overwhelming force.

This story, like most (including ones that I’m choosing to omit for the following reason) end because of disruption caused by the Gith. There were plenty of factors for the Bladur’s Gate incident that were not Gith in origin, but it was all made possible because of the Gith and their ability to resist the Mind Flayers and passing that on to others. While we don’t know much about earlier iterations of the Illithid Empire and why it was a big enough problem that the infamous Blood War even stopped at one point so that everyone could pause and deal with the emerging issue, most attempts to enact the Grand Design after the Gith rebellion ended because of the fact that the Gith basically live to hunt down Mind Flayers. They find them wherever they hide, and attack when they least expect it. So in more modern times, the Gith are kind of everyone’s secret heroes because they are basically single handedly keeping the Illithid Empire at bay.

I know that this isn’t a fantastic end to the episode, because it might not seem like there is plenty of reason to fear the Illithid Empire past bedtime stories of aeons passed, but trust me, I’m a bit disappointed as well to find that there aren’t more stories to share. All in all, the Illithids deserve the fear that they are given. They are extremely powerful, and the fact that every single Illithid has access to powerful forms of mind control is something to be feared on its own, even if they’re nothing more than a looming threat in the Underdark. But, that’s all we really have to say on the topic of the Illithid Empire, and Illithids in general. I’m sure there’s more that I didn’t manage to dig up, and I’m sure that there will be more to come in the future and I’m sure I could make a small part two to this when that happens. 

But until then you can find us online @loredtodeath on your favourite social media apps, Spotify, Apple Podcasts, or wherever you get your podcasts. If you have any questions or suggestions for topics, please send me a message wherever you can find me or at loredtodeath@gmail.com. If you’re using the Spotify app, there’s a Q&A function attached to the episode where you can submit any questions or topics. I would love to hear from you!

And remember, if you run into an alleyway and there’s a homely squid man offering you power and gold beyond your greatest imagination– call the police. I’ll lore you to death in the next one. C’ya.