Mind-flayers. This iconic and Lovecraftian enemy has long been a staple Big Bad Evil Guy of the game; but with Wizards of the Coast’s recent work bringing more dimension to every race and culture in the game, the Illithids are due for an overhaul of their own. To that end I bring you my own Homebrew attempt at doing so, taking inspiration from new research about the ocean, ancient cultures, and even a little bit of late mid-century modern style!
As the word used for Illithid captives is ‘thrall’, when I set out to create a functional Illithid culture, I thought, ‘what if I used other elements of Norse culture?’. The Norse typically captured their thralls during the yearly viking, or raids, and I thought it would be interesting to incorporate a seasonal raiding element to Illithid culture, as well as taking some inspiration from popular culture’s ideas of chivalry, to offer a hopefully intriguing and realistically nuanced dichotomy for them, that players can uphold, challenge, or change while playing their Illithid character.
Since Illithids are cephalopodic in their appearance, I also wanted to work on making their physiology a little bit more like actual cephalopods, while also calling back to the Lovecraftian lore that clearly inspired their original design. To that end, I researched the latest discoveries about cephalopods, including new discoveries about their ability to edit their own genes. Along with discoveries about how cuttlefish may use rapid-cycling colour-changes to both flirt and hypnotise their prey, I dug into Lovecraft’s descriptions of Cthulhu and the other strange beasts that populate his nightmares, and looked at much of the art movement his work inspired. Hopefully those elements of Illithid biology will be fun to play!
Spelljammer is inspired more by the pulp sci-fi and futurism of the 1970s and 1980s, and I myself have a great affection for the lush opulence of design from those decades, so I also decided to break with the traditional look associated with Illithids, and gave them architecture and design that would allow them to fit into the psychedelic fantasy aesthetic of the setting.
A word of warning, however—this supplement is for adults, and is an unabashed kink build, incorporating lactation, hypnosis, bimbofication, bondage, and transformation kinks. I was inspired by perusing the body of fan-created artworks centring around Illithids, as well as drawing from my own personal library of kinks. If you go on from this point, I expect that you are an adult and want to read about a pornotopic setting.
Ad astra!
Spiderheart
18 Aug 2022
Orbiting the violet star Zhathot, the Maanzecorian System consists of nine planets, most of them uninhabited gas giants. The third one is Ilsensine, the homeworld of the Illithids. It is mostly ocean with the largest island, R’lyh, being 30 square miles and just south of the equator; the rest of the landmasses are archipelagos within the two tropic zones, following the edge of the two tectonic plates that make up Ilsensine’s crust. A large set of colourful rings aligns with Ilsensine’s equator, and three moons orbit: Yog and Zhogog are the two smaller, and Yig is the largest. In times past, the moons were associated with gods or a single god, along with the ocean, as Illithids achieved sapience while aquatic.
Even after Illithids stopped worshipping the moons, they inspired much of Illithid scientific inquiry, and were the reason they began to turn their scientific inquiry to the skies, and to explore the Astral Sea beyond. Yig, Yog, and Zhogog are still considered sacrosanct—there are no inhabitants, and woe to any being who lands upon their soil. Doing so is considered an act of disrespect so heinous that instant death is merciful.
The rings of Ilsensine have always been admired for their beauty, and now that the Illithids have taken to the stars, they are carefully utilised as the location where spacefaring ships dock, so that ships do not have to make planetfall. The floating station of R’yth’t is located within the rings, and part of their orbit, and all off-world traffic and trade is done here.
On the surface of the planet, R’lyh is a tropical island that is mostly mangrove swamp, and has been continuously inhabited by the Illithid since they crawled out of the ocean permanently. They have always used the mangrove swamp as nursery for their young; its status as haven has never been lost, and the safety of close and den-like surroundings pervades Illithid architecture.
Their robust telecommunications technology has meant copper and gold are their chief imports, which are exchanged for a particularly nutritious native algae that is dried and rolled into thin sheets or flakes that keep on long journeys, various extracts from native species—including a very particular purple dye—and obsidian, this latter chiefly to the Moondrow, who find it is particularly suited for various and sundry magical purposes owing to its high quality.
The weather of R’lyh has only two seasons: dry and wet. The Wet Season is a time of days-long monsoons and hurricanes, whereas the Dry Season merely has the calmer, briefer daily rains. There is also a ‘third season’ acknowledged, which is all year: seismic activity, which can be earthquakes, tidal waves, or lava eruptions from the many volcanos. R’lyh is the tip of a massive undersea volcano, and that volcano is in a constant state of eruption; earthquakes and lava flows are regular and all Illithid architecture is designed with this in mind. To that end, most modern Illithid Holds are offshore, in floating-but-anchored seasteads that extend vertically down into the water, with only a tenth of their height above. It makes them very stable in storms, and they are tethered to the sea-bed to keep them from being pushed onto shore by tidal waves triggered by quakes.
The islands are dominated by mangals, and in fact some of the smaller islands are entirely held in place by the mangrove trees, which have a significant place in Illithid history, as their roots have always been used as nursery for Illithid egg-purses. Immediately off the coast are thick sea-grass beds, which are lightly fished by thralls for their own food supply. However, the most valuable plant as far as commodity is the fl’wort, a species of algae that has an unusually high concentration of key nutrients, and is highly valued by Spacers when prepared by the Illithid, as it never spoils or loses nutritional value.
Ilsensine is notable for its lack of native mammals, dominated instead by birds and fishes. The largest organism on the planet—and once a staple food source for the Illithids—are the Kindori, called St’rv’loth by the Illithids. St’rv’loth still return to Ilsensine to breed and raise their young in cycles, and are neither mammals nor native to the Celestial Plane, despite legends to the contrary. Though they have never in their evolutionary history been eaters of plant life, Illithids have become knowledgeable gardeners, shaping their Holds into impressive forest gardens in order for their thralls to not only survive, but thrive.
There are not many alien species allowed on Ilsensine, though two have managed to gain tenuous foothold there, despite best efforts.
There is a cat problem in Ilsensine, though it is becoming less so with effective management. Cats, native to Toril, first came to the planet the usual way: travelling on Spelljammers, given as gifts or traded. While the Illithids find them as entertaining as most races do, they also have far less sympathy for their devastating effect on local birds. A landrace of low prey-drive and low-intelligence cats is in the process of emerging, helped by Illithids carefully draining or killing feral cats on Ilsensine, and keeping the animals on seasteads rather than letting them on the islands. Despite having an aggressive policy against feral cats, Illithids are fond of cats as companions, they just understand the devastation cats have on the ecosystem—which is called ‘The Great Mantle’ by Illithids.
Mollymawks, called Skua by the Illithids after a native bird with similar behaviour, are a pest that Illithid encourage thralls to hunt to extirpation, and it is common for Illithid ships to use them as target practise or food, breaking the superstition among other peoples about killing them being bad luck.
Called ‘Mind Flayers’ in tones of contempt and fear by the Githyanki, Illithids have long been seen by other peoples on the Astral Plane as mere Githyanki legend—which is partially a fate the Githyanki brought upon themselves, jealously guarding their trade routes as they do. In truth, Illithid are people like any other; and, though they are of a warrior culture, like all warrior cultures they have rules of honour.
Illithids have quite a variable bauplan in terms of number of limbs, digits, eyes, and tendrils; but they always have a single head at the top of a torso, with an upper set of limbs and a lower set of limbs, though sometimes the distinction between ‘upper’ and ‘lower’ can be difficult to discern until you see one move about.
Before sapience, Illithids were a pelagic or sessile species that fed on psionic snow—thoughts and dreams of a transient nature. Gradually they formed a commensalist relationship with the emergent ancestors of the St’rv’loth, and this proved the pathway to sapience for both species—how they made the leap to terrestrial is unclear, as their ancestral species do not fossilise easily, having no bones.
Illithids are taller than most humanoids but still Medium sized, with at least five tendrils surrounding their beaked mouths. Because of their gene-editing abilities, however, and their amorphous nature, they can change around (and often do) the number and size of eyes, tendrils, limbs, digits, whether or not they have a tail, et cetera. One Illithid may have five tendrils, another may have fifteen; one may have two eyes, another five. One may have three arms, another six.
Most Illithid are bipedal, however some favour plantigrade and some digitigrade, and some have paws while others have hooves, or feet, or even spring-like lower limbs. Consistently, Illithids favour asymmetry, five-fold or radial symmetry, fractals, prime, and odd numbers over bilateral symmetry and even numbers, which makes them seem unnerving to most humanoids.
All Illithids have chromatophores all over their skin, and bioluminescence in their skin and their ink that they restore with regular dips into the brackish water swamps that contain the symbiotic bioluminescent microbes. Like cephalopods, the colour and patterns on an Illithid’s skin are a way to express their mood, startle enemies, and hide; but also a way to hypnotise prey. Illithids communicate via telepathy, but are capable of vocalising. Their voices are low and bubbling or liquid in quality, and usually only heard when they laugh.
The written language is a consonant alphabet known as Qualith; when using phonemic scripts, Illithids tend to use apostrophe-like marks to indicate where vowels go, rather than writing them in. They find phonemic scripts very limiting and babyish in their specification of vowel sounds, as Qualith only does this when being first taught to someone, or if the vowel is ambiguous. Other scripts, such as syllabic or semanto-phonetic, are treated as alien and fascinating.
Illithids primarily eat psionic energy given off by frontal-lobe functions such as logic and inhibition; some favour Wisdom, and some Intelligence. Either way, they must feed on one or the other, as well as eating high-fat foods to supplement.
Illithids must drain 1d4 points of INT or WIS from a sapient being every week. This can be 2d4 every two weeks without discomfort or hunger, or 4d4 every month. Anything less will cause increasing malnutrition.
Illithids must consume high-fat protein sources at the same rate that other humanoids eat and drink. Most Illithids can only digest liquids, but many planning to participate in the seasonal raiding take the time to reconfigure their alimentary canal for solids before leaving their Holds. When eating solids they favour organ meats, fish, and poultry—and fresh eggs are a particular delicacy.
Thralls are humanoids Illithids have captured and use as a source of food, after besting them in contest—often physical or magical battle, but it can be any sort of game of skill rather than chance, where the Illithid feels they are evenly matched with the humanoid. To take thralls without passing this test of worth is dishonourable and craven, in Illithid culture.
For the past millennium, Illithids have also used their thralls for physical sustenance too: milk. Humanoid milk is the only kind Illithid will drink, for they have suspicions that milk that isn’t from humanoids is not as nutritious (this is logical from their perspective, considering that non-sapient brains are not as nutritious as sapient ones). Using their innate gene-editing abilities, Illithids shape thralls to their needs, little caring for the thrall’s ‘gender’ (whatever that is—Illithids do not have gender, and no amount of explaining from other peoples can make it make sense to them).
There are two main races used as thralls, but two others that are rarely found, detailed below. All thralls are won as adults, and Illithids keep them sterile; one of the most craven things to do is allow thralls to bear children, for a thrall raised as such requires no proving of worth on the Illithid’s part.
Humans. Humans are the most common species of thrall, owing to humanity’s pliant and simply-edited genes, their ability to eat nearly anything and turn it into milk; but most of all, for their ability to function with very little intelligence, and regain it quicker than other races. Humans are most often drained of Intelligence rather than Wisdom.
Elves. Second most common after humans, elves require a bit more work to keep healthy—they need less sleep but are pickier eaters, and while they often have a treasure trove of memories and knowledge, sapping their Wisdom renders them a bit less functional than a human with same. They also tend to cause more mischief with this lack of wisdom, which can be quite entertaining to watch, but is more of a handful.
Succubae. Only a dozen or so succubae have entered into what they always call ‘An Arrangement’. They replenish faster than humans, and being shapeshifters themselves can alter their own bodies much faster than Illithid gene-editing can. However, they demand in return something they refer to as a ‘soul’ and insist is some tangible object that confers sapience on all sapient beings. Those who keep succubae often have more of a mutualist arrangement, since succubae need to be fed with orgasmic energy, and succubae are usually chatelaines and castellans of the Hold, looking after the other thralls. Illithids that keep a succubus shapeshift to have humanoid genitalia that can feel pleasure and orgasm but are otherwise non-functional.
Sidhe. There are only a handful of Illithids curious or foolish enough to have fey as thralls; their minds are giddily delicious, but twisty as their magic, which can enthral their domine if they aren’t careful.
| Species | Psionic (Weekly) | Milk (Daily) |
| Human | 4 | 1qt |
| Elf | 2* | 1qt |
| Succubus | 3 | 3qt |
| Sidhe | 4⁑ | 2qt |
Illithids reproduce sexually, but are hermaphroditic. They possess two hectocotyli among their mouth-tendrils, usually retracted and hidden, as they are very sensitive and fragile. They are without chromatophores, and covered entirely with bioluminescent freckles that increase in density to a single coloured light at the tip.
Fertility syncs with the Conjunction Tide—the superlatively-high tide that occurs when all three moons are aligned just so, every three years. This is a festival time, and a time to put on grand jewellery—worn no other time—and practise ever more complex patterns with one’s chromatophores, to feast and to put all work on hold for a time.
Traditional dance involves more than bodily grace—it also includes patterns of colour and light animated over the skin of the Illithids trying to impress one another. Syncing one’s pattern is a show of interest and acceptance of overtures.
They engage in psionic syncing as part of sex, and twine one of their hectocotyli around one of their mate’s. Both tips seek an opening at the base of the hectocotylus, and deposit sperm. Both parties then lay an egg-purse containing 1-3 eggs, the trailing tendrils of the purse helping anchor it securely deep within the roots of a mangrove tree, where it is safe from predatory fishes and birds.
The squidglings (an affectionate name given to them by thralls) hatch and remain in their mangrove nursery as sessile larva, eating plankton and larger fry as they grow, before they migrate upstream to fresher water, finding the creches built for them by the community and remaining there, learning things all children learn, slowly metamorphosing to their adult shape over a few decades.
The most unique ability the Illithids have is non-magical shapeshifting. It is slower than magic, but far more permanent, an ability shared in simpler form by many fishes and others on Ilsensine: gene-editing. Illithids can edit their own genes at will; in theory this means they can, slowly, turn into another species entirely. Illithids do not have any desire to do this, and it would take thousands of edits centuries of time, because only one small thing can be changed at a time, lest the body’s immune system stop recognising the new cells and attack them as outsiders. For this reason, Illithids rarely make large alterations. Growing a new tendril can happen over the course of a week, and new eyes over hours, but growing a limb with bones in it takes months, and altering, removing, or adding organs can take a year or more, depending on their complexity. Activating latent traits is easier than creating new ones.
More remarkable than this, however, is the Illithid ability to edit the genes of other individuals. As with their own genes, this must be done carefully—making too many or too big of a change can cause the body to attack itself. Yet most useful changes are small, when it comes to thralls—activating lactation is the most common, and it’s quite easy, particularly in humans. Larger changes are their own art form, detailed in the ‘Arts & Recreation’ section.
Illithids organise themselves into Holds, small groups consisting of one Illithid and their thralls, and have no central leader. While there is great respect given to those older and wiser than oneself, it is balanced by acknowledgement of an individual’s expertise in their chosen field of special study—which all Illithids have.
Illithids hold twice-yearly meetings to decide community issues via debate and weighted votes, known as Th’ngs. These are purely functional, as Illithid culture strictly separates work from play. They have relied on observance of data to assist in making decisions, and the emotional way other humanoids debate is anathema to them, as emotions are for playing, not working. True conflicts are solved with ritualistic combat, though it takes a great deal of discussion to get to the point of agreeing there is a conflict that cannot be solved with data and negotiation.
Illithids have wired telecommunications centring around visual rather than auditory—other humanoids developed audio-only first, and visual-audio methods later; but for Illithids it was the other way around, since their communication with one another has no auditory component. They have advanced marine sail ships, but their real strength is in building homes that need no foundation and are resilient to destruction owing to their flexible and low-drag design.
Nautiloid ships were originally submarine designs, but adapted with very little trouble to being Astralships—the Astral Sea is far less pressure than a sea made of water, after all. The larger ones, suited to long journeys across the Astral Sea, armed and able to carry large crews, are hidden in the waters of Ilsensine’s ocean, built with the hope that the Illithids will soon be able to come and go freely.
Weapons are uninteresting to them, particularly because of their innate ability to psionically control or brain-drain any hostile creature. As such, their focus when they do approach the subject of weaponry is that of ranged and stunning weapons.
Illithids have a tremendous creativity when it comes to solving problems with limited resources, and posses a natural amount of self-control and tenacity that beggars the belief of races that struggle with impulse control. This has resulted in planetwide pooling of resources and cooperative solutions to most civic problems. They have no law enforcement, but do have a streamlined percentage-based system of tithing that is very functional, and goes toward maintaining utilities such as communications, electricity, disaster rescue, public health, sanitation, research centres, the arts, maintenance, education, and public transit.
Housing is in seasteads for adults, who cannot stand to live with other Illithids, or share their thralls with another Illithid; however, outside the home, Illithids are very cooperative with one another, though keen observers will note they always keep a certain distance from each other, and never touch except during mating season or when tending to the illness or injury of another. Homelessness is completely foreign to them, and their society has never had a problem with people lacking a place to live.
As a culture, they tend toward being Lawful to a fault, preferring scheduled order to unscheduled impulse; one would think this makes them dull, but they have many scheduled festivals and regular community activities. Being ‘a regular’ at their daily destinations is the default, for an Illithid. They also tend toward Mutualism with one another, but Commensalism or Parasitism with other species (They do not understand the concept of Good and Evil. To them, it merely seems like very vague and primitive concepts from cultures that don’t understand the full nuance of different symbiotic relationships). Being on the harmed end of an exploitative trade agreement has caused a shift in Illithid views on this matter, and there has been much public discussion over the honour of the way thralls are acquired, with public opinion turning toward re-opening the concept that there are thralls that don’t need to be won and simply would enjoy being thralls if asked.
They are united by a shared culture, and do socialise for pleasure (particularly with the advent of long-distance telecommunication); but they never engaged in grooming as a form of social bonding, and do not have to get as physically close to have a conversation, being that they communicate with telepathy and the colour-shifting of their chromatophores. This means that they do not seem very social to many other humanoids, not at first blush. They do not form pair- or parental-bonds with other Illithids, though they do form very close social bonds of other kinds, and have a strong sense of community and honour, because Reputation is everything when you do not engage in the same type of casual socialising hypersocial animals do.
Illithids are a warrior culture, though not a conquering one per se, as most of their war is ritualistic and philosophical, and have a code of honour.
⁕ Your opponent must be equal or stronger than you for the battle to be honourable and the victory to be respected.
⁕ After studying your opponent to choose one suited to you, you must declare your intentions to haem before moving forward with your plan of attack.
⁕ An opponent may call truce and offer counter-challenge; until a contest is negotiated, you may not attack.
⁕ Bloodshed is to be avoided; therefore, retreating after your opponent displays and threatens is sensible, not craven.
⁕ If it can be taken without lasting harm to the Great Mantle, then take it if you want it.
⁕ A thrall must be won, not taken.
⁕ To enter the Hold of a neighbour, or to take of haer thralls, is an act of hostility, and any whose Hold or thralls are violated have right to issue Kr’gkn to hae who violated the law.
⁕ If you slay a sapient, you must consume haer brain out of respect for that sapience. If you cannot, because you are full, then you may not slay anyone.
⁕ The young of all species are to be treated as we treat our own young: with gentility and instruction.
Winning a thrall is no easy task—it requires defeating them in a contest of some kind. Usually this is in battle, but as time has gone on, the Illithids have found thralls that wish to be won in games of skill or wit or guile, and even a few who don’t want to be won at all. These latter were until recently avoided as anathema entirely, and even those the Illithid don’t reject immediately find it is not so straightforward as asking to be a thrall—Illithid culture demands the Domine—the master—prove haemself worthy of the thrall’s submission. If the Illithid loses, hae submits to the opponent. This results in death less often than one might think, and some thralls have demanded rematches until they lose—an acceptable loophole, to most Illithids, as long as the thrall is not throwing the contest.
Illithid architecture is curved, multi-level, and favours multiples of three, radial symmetry or asymmetry, and cool colours, particularly violet. Illithids also value comfort and natural textures, particularly for their thralls’ thriving, and their structures are surprisingly welcoming, with deep shaggy carpets, soft cushioned pits for lounging and resting, intricate carved and lathe-turned wood details and room divisions, and round windows, all lit by milky globes of soft light.
Holds usually have room for one Illithid and at least five but as many as eight thralls—a Hold can maintain higher numbers of thralls particularly if there is a succubus among them, as having a Zh’gg’roth¹ means they can care for the other thralls’ more complex needs. There will be a few levels, both above and below water level, that are entirely gardens full of food species for the thralls, as well as a kitchen for them to prepare food (many Holds have one thrall that does most of the cooking). For the Domine’s food, there are two rooms: A large dairy room with brass devices and pumps not only for milking but also pasteurisation and a churn; and a room for safely draining thralls psionically. These rooms are the most private of all, and no thrall speaks of what they look like, nor do Illithids. Each one is known to be different, tailored to fit each owner’s tastes—and the tastes of their thralls. The only common detail is that they are comfortable, dark, and separate from the Illithid’s bedroom, though not far from it.
While Holds are private, and ships are by necessity for Work, Illithids make extensive use of ‘Third Spaces’—places that are exclusively designed for social and recreational activity. These are designed to be welcoming and beautiful, and are often displaying dynamic pieces of art, such as ‘dancing’ fountains, projected patterns of light, dancers, mobiles, or kinetic sculptures. They are largely on land, and since the Coming of Thralls there have been fire pits or hearths, as humans and succubae particularly seem to be of the opinion that a fire is still the best place to gather to socialise, even when it is not cold outside.
Target-throwing is a traditional sport among Illithids, and in modern times they often compete against human thralls, fascinated with the accuracy and velocity at which humans can throw things. Attempting to shapeshift one’s upper body to a humanesque mechanism to try and throw as well is an ongoing pastime, and the yearly games are a time when thralls can often arrange to change their Domine with this particular feat of skill.
Dance and Skinflutter—the artful animation of patterns of colour on one’s skin—are more of an Illithid cultural phenomenon than music or storytelling—these latter two are imports from the humanoids, but Illithids find them very pleasing, and a thrall that can sing or tell stories is a thrall that becomes known as one with The Third Value. Illithids do not natively understand music, and lack the ability to distinguish detail in sound, but they find the way other humanoids all seem to make music to be very interesting, particularly the fact that they seem to not like dancing without it.
Another visual art that seems horrifying to outside observers is that of showing off how one has changed one’s thralls via gene-editing. This is usually done as part of the festivities surrounding the mating season, as a way of displaying prosperity and control, and has become even more popular with the advent of video recording devices that can show images from before the change, so viewers can compare and see the progress more clearly. Changes have become very subtle, because of this.
Illithid value the technology that allows long-distance communication, owing to their privacy culture, and import materials for maintaining and building that technology—copper, gold, and various magically-treated crystals, as well as various fabrics and smithery, as their physiology makes metalworking of metals harder than copper hazardous.
Illithids are unique in the galaxy for the fact that they are forced to buy their Spelljamming helms from the Moondrow, rather than directly from the Mercane, owing to the blockade and the fact that the Moondrow can only access them through the Feywild portals—a route that non-fey cannot take.
Two of the three main exports rely solely on Illithid trade secrets, much to the Githyanki’s chagrin, and so are the barriers preventing the Githyanki from declaring all-out war—though they have effectively formed a nigh-impenetrable blockade of Maanzecorian space.
Fl’woroth is the prepared non-perishable food made from fl’wort, a species of algae native to Ilsensine. It is not able to be used as ration on its own, but compensates for the lack of vital nutrition in other ration components, and is most well-known for preventing all kinds of avitaminosis, most notably beriberi.
This blue-purple, intense and colourfast dye is sold already processed into its water-soluble form. Where it comes from, and what it’s made of, is a secret obfuscated with dozens of conflicting pieces of information. It is in actuality extracted from a particular species of snail.
Named by the Moondrow, this is obsidian with unique molecular structure and makeup that makes it particularly fit for magical uses. It is highly valued by the Moondrow, and other magic-users.
The Flower Dye Road is the name given by the rest of the Astral Plane to the route the Githyanki travel to trade the exports of Ilsensine with the rest of the plane. The Githyanki exaggerate this route’s length and danger, and aggressively deter others from trying to take it with tall tales and a ban on non-Githyanki working on ships of the route. In reality, the route to the Maanzecorian system is not any more dangerous than routes to other space, and it certainly isn’t—as many tales proclaim—‘in the middle of Clown Space’.
The Moondrow originated from Torilian Drow who banded together in fellowship worshipping Eilistræe and set out upon the Astral Sea to forge a new society. That was centuries ago, and now they have spread into a small nation calling themselves the Moondrow. Exploring the Feywild and finding their goddess eventually, they were gifted with the technomancy necessary to open and close portals to any location in the Astral Plane; in this way, they circumvented the Githyanki blockade and found the Illithids by chance, while following the migration of the Kindori in a research vessel; this chance second-contact quickly established friendly relations between the two cultures, and the Moondrow have remained friendly, though they are a little prickly about thralls owing to their own cultural history in the Underdark. They were the first to trade Spelljammers to the Illithid.
There are Illithids that travel with Moondrow, and to escape detection by Githyanki blockade guards, they shift into a shape that can more closely resemble the Moondrow at a glance. This is so far from their own bauplan that doing so is a nigh-permanent commitment and sacrifice. They still require the same food, and never travel off the ship without a Moondrow companion or two. Illithids who do this are usually in search of knowledge of some kind, and rely on their Moondrow companions. The Moondrow refer to them as Darkmoondrow, in acknowledgement of both cultures’ veneration of the moon.
The trade route between Illithids and Githyanki was mutually beneficial at first, but has soured over the decades, as it became clear to the Illithids that their trading partners had no interest in helping them leave Ilsensine, and the tension has strained almost to breaking point now that they have contact with the Moondrow. However, the Githyanki have superior numbers and allies—particularly because the Moondrow are hesitant to form martial alliance with a culture that keeps slaves—and so open war cannot be declared by the Illithid—they can only inflate the price of their goods, and must be careful about that as well, since too far may push the Githyanki from blockade to invasion. They currently live in a time of tense cold war, as both sides try to pressure the other with commerce, and the Illithids try and find allies and technology that can aid them, while the Githyanki try and frantically shore up their firepower and spread rumours that will make most Spacers disfavour Illithids, if not ally with the Githyanki.
Illithid favour consonant-heavy names, such as C’th’l, Az’th, Gax, K’thoggoth, H’str, Shox, Z’xyne, Thrix, Shub, and Xh’staroth.
Your Illithid character has the following racial traits.
Ability Score Increase. Your Intelligence increases by 2, and your Wisdom by 1.
Age. Illithids reach physical maturity at 10, but are not considered adults in their society until 30. It is unknown how long they can live, and they have a culture of not asking anyone their age, considering it the height of rudeness.
Alignment. Any, though Illithids are not prone to Chaotic alignments, being a culture that likes structure and procedure, and even an Evil Illithid will consider the good of Ilsensine to be the same as their own.
Size. Illithids like to be taller than their thralls, meaning they are usually at least 6 feet tall and up to 8 feet, with a variety of builds, though they struggle to consume enough physical nutrients to have excess fat. Your size is Medium.
Speed. Your base walking speed is 30-35 feet, depending on what type of lower limbs you have.
Languages. Illithids have no need to learn languages, as they can passively skim with their telepathy to understand other languages, though some do learn languages for pleasure. You can read and write Qualith and Tradertalk.
Fhtagn. Illithids are constantly telegraphing their mood with the colour and pattern on their skin, which they call Fhtagn. This adds a layer of subtlety to your communication that non-Illithids may not pick up on, and can be used to speak in simple code to other Illithids, or to those you have taught to understand. You may communicate to another who knows Fhtagn whether you are: lying/truthful, frightened, flirtatious, angry, disgusted, sad, pleased, flattered, or inquisitive via the colour or patterning of your skin.
Hypnosis. Your colour-changing skin can also be used, by rapidly animating hypnotic patterns of light and dark over your skin surface, to similar effect as Hypnotic Pattern. Duration depends on your age and how much practise you have put in. Figure 1 round (6 seconds) for every decade of your age, up to 15 minutes.
Illithid DNA is complex, more than any humanoid, and they have the ability to edit it, changing their body’s very building blocks and then sitting back and waiting for their flesh to comply with the new plans. It’s something that ingrains patience and understanding of how important every detail is to the whole, which is why Illithids are usually such careful, thorough persons, who naturally consider every single detail and angle of anything.
All Illithids customise their bodies in the same way many humanoids do with piercings or tattoos. Illithids, however, do it not with ink and jewellery, but with extra features that Illithids do not naturally have (or have in that amount). Some examples include:
| Trait | Features |
| Moveable Eyes | Your eyes can move across your skin and to anywhere on your body. Improved Perception |
| Arm | You have an extra arm and hand coming from your spine. +2 Dexterity. |
| Thumb | You have a thumb on each side of your palm, rather than just the one. Both are fully opposable. +1 Dex |
| Suckered Arms | Instead of bony arms and hands, you have suckered arms. You gain +1 Strength at the cost of -1 Dexterity |
| Extra Long Tendrils | Your mouth tendrils are much longer than usual, going well past your waist. Improved grapple. |
| Springer | You’ve modified your lower limbs into a biological spring that allows you to sprint and even run for long periods without tiring. Speed 35ft. -2 Turning/Dodge (Dex) checks unless you also have a tail for steering—Springer feet make you fast, not agile. |
| Tail | You have a long muscular tail for balance. It is not prehensile. +2 Dex. |
| Alien Genitalia | You have orgasm-capable genitalia compatible with other humanoids, in roughly the same place. +1 Cha but only when your clothes are off. You must take this trait if one of your thralls is a succubus. |
| Claws | You have claws at the ends of your digits. You can attack with them for 1d2 damage. |
| Tongue | You decided you wanted to try having a tendril that lives inside your mouth. You can speak, sort of, but you must learn spoken language from scratch. Tongues without lips are more useful for sex and experiencing new dimensions of food. |
| Lips | Usually taken with tongue. Now you can fully pronounce humanoid phonemes. |
| Pouch | You have a biological pouch somewhere on your torso and you can put small non-sharp things in it. |
| Solid Food | You change your alimentary canal so that you can digest solid food. You are an obligate carnivore and need high-fat meats. |
Do not feel limited to these features, they are only suggestions. You’re only limited by your imagination. It is the DM’s discretion how many you may have.
Growing new features takes time, extra rest, and extra calories. Soft tissue requires twice the normal food intake, hard tissue requires three times, plus vitamin supplements.
| Feature | Time |
| 1 day | Chemoreceptors, Antibodies, Eyes |
| 3 days | Muscular hydrostats (tongues, tendrils) |
| 1 week | Suckers, Teeth, Claws, Pouch |
| 2 weeks | Genitalia (infertile), Bony digit, Lips |
| 1 month | Solid food, 1 inch of height |
| 6 months | Tail, Bony limb |
| 1 year | Plantigrade to Digitigrade, Digitigrade to Springer |