Mindflayers

[bhu]

Brain Golem (Yaggol)
                      Large Construct
Hit Dice:             13d10+30 (101 hp)
Initiative:           +0
Speed:                20 ft. (4 squares)
Armor Class:          18 (-1 Size, +4 Armor, +5 Natural Armor), touch 9, flat-footed 18
Base Attack/Grapple:  +9/+23
Attack:               Slam +18 melee (2d6+10)
Full Attack:          2 Slams +18 melee (2d6+10)
Space/Reach:          10 ft./10 ft.
Special Attacks:      Degenerate Mind Blast
Special Qualities:    Construct Traits, DR 10/Adamantine, Inertial Armor, SR 18, Mindless
Saves:                Fort +4, Ref +4, Will +3
Abilities:            Str 30, Dex 11, Con -, Int -, Wis 8, Cha 6
Skills:               Listen +2, Spot +2
Feats:                Alertness, Cleave, Power Attack, Skill Focus (Listen, Spot)
Environment:          Warm Forest
Organization:         Solitary
Challenge Rating:    10
Treasure:             None
Alignment:            Chaotic Evil
Advancement:          15-19 HD (Large), 20-39 HD (Huge)
Level Adjustment:     ---

Even the degenerate Elder Brains of the Yaggol can bud off Brain Golems.

Degenerate Mind Blast (Su): Once per hour as a Standard Action the Brain Golem may Mind Blast all beings within 10' of it's location.  Other Yaggol and Illithids are immune to this (Brain Golems included), and the Golem is -2 AC for 1 round after using this power.  Opponents within the Area of Effect must make a DC 16 Willpower Save (Save DC is Charisma Based) or take 3d6 damage.

Inertial Armor (Su): A brain golem’s body is surrounded by a tangible field of force similar to that created by the mage armor spell, granting it a +4 armor bonus to Armor Class.  Unlike mundane armor, inertial armor carries no armor check penalty, speed reduction, or arcane spell failure chance. Because it is composed of force, incorporeal creatures can’t bypass it the way they do normal armor.

Combat: Pretty much the same as regular Brain Golems, wade in and start swinging.  They don;t use the Mind Blast as much for obvious reasons.

[bhu]

                      Carnal Mindflayer, Chibi
                      Tiny Aberration
Hit Dice:             3d8+6 (19 hp)
Initiative:           +4
Speed:                15 ft. (3 squares)
Armor Class:          18 (+2 Size, +4 Dex, +2 Natural), touch 16, flat-footed 14
Base Attack/Grapple:  +2/-7
Attack:               Tentacle +7 melee (1d3-1)
Full Attack:          4 Tentacles +7 melee (1d3-1)
Space/Reach:          2/12 ft./0 ft.
Special Attacks:      Mind Blast, Psionic Powers, Improved Grab, Extract, Aura of Chibiness
Special Qualities:    Power Resistance 10, Telepathy 100 ft.
Saves:                Fort +3, Ref +5, Will +5
Abilities:            Str 8, Dex 18, Con 14, Int 15, Wis 15, Cha 21
Skills:               Bluff +5, Concentration +5, Diplomacy +5, Hide +12, Knowledge (Psionics) +5, Listen +5, Move Silently +10, Psicraft +5, Sense Motive +5, Spot +5, Use Psionic Device +5
Feats:                Combat Manifestation, Weapon Finesse
Environment:          Underground
Organization:         Solitary, Pair, or Horde (10-100)
Challenge Rating:     3
Treasure:             Double Standard
Alignment:            Usually Chaotic Neutral or Evil
Advancement:          By Character Class
Level Adjustment:     +5

"I wiww eat youw bwains!"

"Awww...he's so cuddly.  Can we take him home?"

"Sewiouswy?"

Chibis are Mindflayer mutates that have been compared to adorable cuttlefish (assuming you find cuttlefish adorable).  In reality they are megalomaniacal midgets who emanate a psychic aura of cuddliness,  While some are less evil than most of their kind, they still tend to get involved in shenanigans.

Psionic Powers: A Chibi Mindflayer manifests psionic powers as a 3rd level Wilder. Save DC's are Charisma based.

Mind Blast (Su): This Psionic attack is a 30' Cone. Anything in it must make a DC 16 Willpower Save or be Confused for 2d4 rounds. The Save DC is Charisma Based. This power is the equivalent of a 4th level spell.

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

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

Aura of Chibiness (Su): Chibis radiate a 10 ft. psychic aura.  Anything entering this area must make a DC 16 Willpower Save (Save DC is Cha based) or suffer the effects of a Charm Monster spell.

Combat: Chibis do not fight.  They seduce you into fighting for them via their cutenesses.

[bhu]

INFILTRATOR


   
"Invisible things are the only realities; invisible things alone are the things that shall remain."

 Infiltrators are Mindflayers who specialize in sabotage and assassination.  They are difficult to see, especially by disadvantaged foes, and set up opponents for their Allies to attack, or stun foes so they can do as they will without interruption.

BECOMING AN INFILTRATOR CLASS NAME
Any Mindflayer with the right abilities will do.

 ENTRY REQUIREMENTS
   Race:  Mindflayer
   Powers:  Must be able to Manifest any two powers that can Daze or Stun an opponent
   Skills:  Hide 4 ranks, Knowledge (Psionics) 4 ranks, Move Silently 4 ranks
   Feats:  Darkstalker, Mindsight (see Lords of Madness)


Class Skills
 The Infiltrator's class skills (and the key ability for each skill) are Autohypnosis (Wis), Bluff (Cha), Climb (Str), Concentration (Con), Diplomacy (Cha), Disguise (Cha), Hide (Dex), Knowledge (Dungeoneering, Psionics)(Int), Listen (Wis),  Move Silently (Dex), Psicraft (Int), Spot (Wis), Use Psionic Device (Cha)
Skills Points at Each  Level : 4 + int

Hit Dice: d6

Code: [Select]

[b]   BAB  Fort    Ref    Will  Abilities[/b]
1. +0    +0     +0     +2    Versatile Mind Blast
2. +1    +0     +3     +3    Stalk the Senseless
3. +2    +1     +3     +3    +1 Manifester Level
4. +3    +1     +4     +4    Versatile Mind Blast
5. +3    +1     +4     +4    Stalk the Senseless
6. +4    +2     +5     +5    +1 Manifester Level
7. +5    +2     +5     +5    Versatile Mind Blast
8. +6    +2     +6     +6    Stalk the Senseless
9. +6    +3     +6     +6    +1 Manifester Level
10.+7    +3     +7     +7    Supreme Stalker
Weapon Proficiencies: An Infiltrator gains proficiency with Simple Weapons and Light Armor.
 
Versatile Mind Blast (Su): Beginning at 1st Level you can reshape your Mind Blast.  At 1st Level it can be a 120 ft. Line instead of a 60 ft. Cone.

At 4th Level you can use it as a 20 ft. Emanation centered on yourself.

At 7th Level you can choose which targets in the Area of Effect must make a Saving Throw.

Stalk the Senseless (Su): Beginning at 2nd Level, you are Invisible (as per the Greater Invisibility spell) to Opponents who are Nauseated or Stunned.

At 5th Level you are also Invisible to Dazed or Grappled Opponents.

At 8th Level you are also Invisible to Flat-Footed Opponents, or anyone denied their Dex Bonus to AC.

Manifester Level: At Levels 3, 6, and 9 the Manifester Level of the Infiltrator increases by +1.

Supreme Stalker (Su): You are Invisible as per the Superior Invisibility spell, as long as you maintain your Psionic Focus.

PLAYING AN INFILTRATOR
 You try not to be seen or heard.  You're there to get things done, not question orders..
 Combat: Infiltrators open up with their Mindblast so they can invisibly select an opponent for brain extraction.  At higher levels they sneak in inviisible, open with their Mindblast to allow their fellows invisibility, and then extract.
 Advancement: You generally focus on moving unseen.
Resources: As an assassin for your species, you generally have the Elder Brain's patronage.

INFILTRATORS IN THE WORLD
"But now having seen him which is invisible I fear not what man can do unto me."
 As a professional weapon you rarely interact with the world (even other Mindflayers).
 Daily Life: Your life is either training or missions, you have little time for anything else..
 Notables:
 Organizations: Any large Mindflayer city or cult will have a few Infiltrators.

NPC Reaction
 You are feared, even by other Mindflayers.

INFILTRATORS IN THE GAME
 This is meant for an all Flayer Campaign or as an NPC monster class.
 Adaptation: This is generally for campaigns where Illithids will be the main enemies.
 Encounters: Infiltrators are generally encountered on raiding parties, as sentries, or murdering their species enemies as quietly as possible.

Sample Encounter
EL 12: The PC's are mercs hired to help fill in at a city where the guards are disappearing one by one at night.  They suspect Illithid cults, as there are signs of them in the area..


Name
alignment/Gender/Race/Levels
Init +0, Senses: Listen +, Spot +,
Languages
------------------------------------------------
AC , touch , flat-footed   ()
hp  ( HD)
Fort +, Ref +, Will + 
------------------------------------------------
Speed   ft. ( squares)
Melee
Base Atk +, Grp +
Atk Options
Combat Gear
Spells Prepared
Supernatural Abilities
-----------------------------------------------
Abilities Str , Dex , Con , Int , Wis , Cha
SQ
Feats
Skills
Possessions



EPIC INFILTRATOR

Hit Die: d6
Skills Points at Each  Level : 4 + int
Bonus Feats: The Epic Infiltrator gains a Bonus Feat every 2 levels higher than 20th

[bhu]

MASTERMIND


   
"Obey. Or you will discover worse things than death." 

 Masterminds are representatives of the Elder Brain.  How the Brain chooses them is known only to it.  They are also responsible for creating and maintaining the slave population of the community, as well as Voidminds.

BECOMING A MASTERMIND
An Illithid must be chosen by it's colonies Elder Brain.

 ENTRY REQUIREMENTS
   Race:  Mindflayer
   Powers:  Must be able to Manifest any two powers with the Compulsion descriptor.
   Skills:  Bluff 4 ranks, Intimidate 4 ranks, Knowledge (Psionics) 4 ranks
   Feats: Greater Psionic Endowment, Psionic Endowment
   Special: An Illithid must be chosen by it's colonies Elder Brain.


Class Skills
 The Mastermind's class skills (and the key ability for each skill) are Autohypnosis (Wis), Bluff (Cha), Concentration (Con), Diplomacy (Cha), Disguise (Cha), Intimidate (Cha), Knowledge (Any)(Int), Listen (Wis), Psicraft (Int), Search (Int), Sense Motive (Wis), Spot (Wis), Use Psionic Device (Cha)
Skills Points at Each  Level : 4 + int

Hit Dice: d4

Code: [Select]

[b]   BAB  Fort    Ref    Will  Abilities[/b]
1. +0    +0     +0     +2    Extract (Healing)
2. +1    +0     +0     +3    Gifts of the Elder Brain (Psychic Static)
3. +1    +1     +1     +3    +1 Manifester Level
4. +2    +1     +1     +4    Extract (Create Thrall)
5. +2    +1     +1     +4    Gifts of the Elder Brain (Illusion of Pain)
6. +3    +2     +2     +5    +1 Manifester Level
7. +3    +2     +2     +5    Extract (Voidmind)
8. +4    +2     +2     +6    Gifts of the Elder Brain (Contingency)
9. +4    +3     +3     +6    +1 Manifester Level
10.+5    +3     +3     +7    Invest Power
Weapon Proficiencies: A Mastermind gains no new weapon or armor proficiencies.
 
Extract (Su): Beginning at 1st Level, whenever a Mastermind successfully extracts an Opponents Brain, he heals damage equal to twice his Mastermind Level.

At 4th Level he can forego killing the Opponent, choosing instead to make them a Thrall.  This works like the Dominate spell, but duration lasts until the Mastermind is killed.

At 7th Level it can forego the above options and give an Opponent the Voidmind Creature Template.

Gifts of the Elder Brain (Su): At 2nd Level the Mastermind generates an aura of psychic static.  This is a 10 ft. emanation centered on the Mastermind, and opponets within this area of effect have a -2 Penalty to their Willpower Saves.

At 5th Level the Mastermind can psychically attack all opponents within a 10 ft burst (this has a range of 60 ft) as a Standard Action.  Opponents within this area must make a Willpower Save (DC is 10 plus 1/2 HD plus Int Modifier) or succumb to the illusion the area is suddenly swarming with barbed tentacles.  A failed Save means they take 8d6 damage and are Dazed 1d4 Rounds, taking an additional 2d6 damage each round after the first that it is Dazed.  A successful Save halves the damage and negates the Daze effect.

At 8th Level the Mastermind, anytime the Mastermind is attacked in melee it can Teleport up to 100 ft. as an Immediate Action.  Once it uses this ability it cannot be used again for another 1d6 Rounds. 

Manifester Level: At Levels 3, 6, and 9 the Manifester Level of the Infiltrator increases by +1.

Invest Power: At 10th Level your Manifester Level improves by +1, and you learn the invest Power Power (see below).

PLAYING A MASTERMIND
 You are entrusted with the control of the thrall population.  Without you all is lost, and you must ensure you never waver from your purpose.
 Combat: Masterminds rely on thralls to shield them while they unleash their psionic powers on opponents.  If things go badly it will teleport out.  It will make new thralls if it has the opportunity.
 Advancement: You learn whatever the Elder Brain requires of you.
Resources: So long as you serve the Elder Brains goals you have it's full backing.

MASTERMINDS IN THE WORLD
"Do not think these things.  The Master is always listening."
 You rarely interact much with society, despite occupying one of the most important posts in it.  Generally other Illithids believe that seeing you means something has gone horribly wrong.
 Daily Life: Your days are consumed with creating, ordering and maintaining the thralls.
 Notables:
 Organizations: Every Elder Brain of worth has a handful of Masterminds, the Illithid society needs them.

NPC Reaction
 You're a slave owning brain eater.  Even other Evil beings don't care for you.

MASTERMINDS IN THE GAME
 This ties the PC to an Elder Brain, so if it's not an all Illithid campaign this is best for NPC's.
 Adaptation: This is meant for Illithids only.  Since it modifies their racial attacks, it's not that flexible for adapting.
 Encounters: Masterminds are found in defense of the Elder Brain, or occasionally on raids meant to acquire new thralls.

Sample Encounter
EL 12: Voidmind creatures have been devastating the City's defenders, and you have been tasked with killing their creator.


Name
alignment/Gender/Race/Levels
Init +0, Senses: Listen +, Spot +,
Languages
------------------------------------------------
AC , touch , flat-footed   ()
hp  ( HD)
Fort +, Ref +, Will + 
------------------------------------------------
Speed   ft. ( squares)
Melee
Base Atk +, Grp +
Atk Options
Combat Gear
Spells Prepared
Supernatural Abilities
-----------------------------------------------
Abilities Str , Dex , Con , Int , Wis , Cha
SQ
Feats
Skills
Possessions



EPIC MASTERMIND

Hit Die: d4
Skills Points at Each  Level : 4 + int
Bonus Feats: The Epic Mastermind gains a Bonus Feat every 3 levels higher than 20th


Intrusive Taste Link
Telepathy[Mind-Affecting]
Level: Psion 3
Display: Mental and olfactory
Manifesting Time: 1 Standard Action
Range: Close (25 ft. + 5 ft./2 levels)
Target: 1 creature
Duration: 1 Round/Level (D)
Saving Throw: Willpower Negates
Power Resistance: Yes
Power Points: 5

This power is generally limited to Illithids, and Illithid-Kin who also have the extract ability.  Once Manifested, it has no effect until the Illithid extracts a brain, at which point both the Illithid's and victims thoughts and sensory information are telepathically broadcast into the mind of one chosen creature within range.  That creature must make a Willpower Save or be Nauseated for 1d4 Rounds.

Augment: For every additional 2 power points you spend, this power affects one additional creature within range.

[bhu]

INQUISITOR


   
"You can tell me what I want to know, or I can simply rip it out of your mind the hard way."

 Inquisitors are the problem fixers of Mindflayer society  They kill off any surface folk who get wind of their existence, enforce Mindflayer laws, and generally make troubles disappear.

BECOMING AN INQUISITOR
Any Mindflayer with the appropriate abilities will do, but not just anyone is allowed.  You may need to know someone who is an Inquisitor.

 ENTRY REQUIREMENTS
   Race:  Mindflayer
   Powers:  Must be able to Manifest any two powers from the Clairsentience discipline.
   Skills:  Bluff 4 ranks, Intimidate 4 ranks, Sense Motive 4 Ranks
   Feats:  Inquisitor, Stand Still

Class Skills
 The Inquisitor's class skills (and the key ability for each skill) are Autohypnosis (Wis), Bluff (Cha), Concentration (Con), Diplomacy (Cha), Disguise (Cha), Intimidate (Cha), Knowledge (Dungeoneering, Local, Psionic)(Int), Listen (Wis), Psicraft (Int), Search (Int), Sense Motive (Wis), Spot (Wis), Use Psionic Device (Cha)
Skills Points at Each  Level : 6 + int

Hit Dice: d6

Code: [Select]

[b]   BAB  Fort    Ref    Will  Abilities[/b]
1. +0    +0     +0     +2    Isolate Target
2. +1    +0     +0     +3    Break Target
3. +2    +1     +1     +3    Implant Delusions
4. +3    +1     +1     +4    Isolate Target
5. +3    +1     +1     +4    Break Target
6. +4    +2     +2     +5    Implant Delusions
7. +5    +2     +2     +5    Isolate Target
8. +6    +2     +2     +6    Break Target
9. +6    +3     +3     +6    Implant Delusions
10.+7    +3     +3     +7    Own Worst Enemy
Weapon Proficiencies: An Inquisitor gains no new weapon or armor proficiencies.
 
Isolate Target (Su): Beginning at 1st Level you can use this attack on an Opponent within melee range (and may use it as an Attack of Opportunity).  If the opponent fails a Willpower Save (Save DC is 10 plus 1/2 HD plus Int Modifier) it is Dazed for 1d6 Rounds.  You may use this power up to 3/day. 

At 4th Level the Opponent also becomes resistant to Allies spells if he fails the Save, and he is considered to have immunity to any spell, power or effect that can heal damage or that give bonuses to saving throws.

At 7th Level, any other Opponent with 10 feet of your victim takes a -2 Penalty to attack rolls as long as he is Dazed and they remain within range of him.

Break Target (Su): At 2nd  Level you may target any Opponent who successfully makes a Saving Throw as a Swift Action.  The Opponent must re-roll the Save (range for this ability is line of sight).  You may use this ability 3/day.

At 5th Level the Opponent gains a -1 Penalty on his re-roll.

At 8th Level the Penalty increases to -2.

Implant Delusions (Su): At 3rd Level you may attack an adjacent Opponent up to 3/day with this ability.  It must make a Willpower Save (Save DC is 10 plus 1/2 HD plus Int Modifier) or take 1d6 damage per Inquisitor Level.

At 6th Level it also becomes Confused (as per the spell) for a number of rounds equal to your Inquisitor Levels if it fails the Save.

At 9th Level you may use this as a 50 ft. burst, centered on your square.  Attacking in this form is a Full Round Action, and it affects all Opponents within the area.

Own Worst Enemy (Su): The Mindflayers Manifester Level increases by +1, and it learns the Crisis of Life.

PLAYING AN INQUISITOR
 Your primary responsibility is the safety of your people, usually by murdering anyone who knows they exist.
 Combat: If you're part of a group you try to pick off your target and isolate it from aid.  On your own you usually Daze and extract.  No time to be fancy.
 Advancement: You generally rely on your racial ad class abilities for offense.  Psionics wise you take powers that let you gather information, which is one of your primary functions.
Resources: Elder Brains and their representatives are generally the ones who bankroll your missions.

INQUISITORS IN THE WORLD
"Even the other Flayers are careful not to offend him..."
 You are bad news.  Your appearance means something has gone dramatically wrong, and that death is coming for someone.
 Daily Life: Much of your time is spent gathering information, and deciding how to act on it.  You also try to develop a web of contacts for various occasions.
 Notables:
 Organizations: Inquisitors tend to bond with one another only as they are tasked with a mission other Illithids would find unthinkable: looking out for traitors from within, i.e. The Adversary.

NPC Reaction
 NPC's are terrified of you.  Even other Illithids are careful around you.

INQUISITORS IN THE GAME
 This is probably best as an npc class.
 Adaptation: This is a pretty dark class, and should be for Illithids only.
 Encounters: Inquisitors are found erasing knowledge of the Illithids existence, or sometimes accompanying raids.

Sample Encounter
EL 12: The PC's are being asked to find the cause behind the disappearance of many of the local sages.  They know it has something to do with a sadowy figure known as 'The Inquisitor', but can find no details on who he (?) is.


Name
alignment/Gender/Race/Levels
Init +0, Senses: Listen +, Spot +,
Languages
------------------------------------------------
AC , touch , flat-footed   ()
hp  ( HD)
Fort +, Ref +, Will + 
------------------------------------------------
Speed   ft. ( squares)
Melee
Base Atk +, Grp +
Atk Options
Combat Gear
Spells Prepared
Supernatural Abilities
-----------------------------------------------
Abilities Str , Dex , Con , Int , Wis , Cha
SQ
Feats
Skills
Possessions



EPIC INQUISITOR

Hit Die: d6
Skills Points at Each  Level : 6 + int
Bonus Feats: The Epic Inquisitor gains a Bonus Feat every 3 levels higher than 20th

[bhu]

SCOURGE


   
"I like Wizards.  They're fragile."

 Surface dwellers often use individuals gifted with magic or psionics.  Scourges are specially trained warriors designed to target and nullify these individuals.

BECOMING A SCOURGE
Being trained to fight other casters/manifesters helps a lot.

 ENTRY REQUIREMENTS
   Race:  Mindflayer
   Powers:  Empty Mind, Synchronicity
   Skills:  Knowledge (Psionics) 4 ranks, Psicraft 4 ranks
   Feats:    Combat Manifestation, Psionic Meditation


Class Skills
 The Scourge's class skills (and the key ability for each skill) are Autohypnosis (Wis), Bluff (Cha), Concentration (Con), Intimidate (Cha), Knowledge (Dungeoneering, Local, Psionic)(Int), Listen (Wis), Psicraft (Int), Spot (Wis), Use Psionic Device (Cha)
Skills Points at Each  Level : 2 + int

Hit Dice: d8

Code: [Select]

[b]   BAB  Fort    Ref    Will  Abilities[/b]
1. +0    +2     +0     +2    Power Leech
2. +1    +3     +0     +3    Power Resistance
3. +2    +3     +1     +3    Psychic Assault (Extract)
4. +3    +4     +1     +4    Power Leech
5. +3    +4     +1     +4    Power Resistance
6. +4    +5     +2     +5    Psychic Assault (Teleport)
7. +5    +5     +2     +5    Power Leech
8. +6    +6     +2     +6    Power Resistance
9. +6    +6     +3     +6    Psychic Assault (Blast)
10.+7    +7     +3     +7    Fatal Attraction
Weapon Proficiencies: Scourges gain proficiency with all Simple and Martial Weapons.

Power Leech (Su): At 1st Level you gain 1 Power Point anytime you make a successful Grapple Check against an opponent who can cast spells or manifest powers.

At 4th Level, you may re-roll any failed Save made while Grappling an opponent who can cast spells or manifest powers, but must keep the results of the new roll.

At 7th Level you may automatically regain Psionic Focus as a Free Action by making a successful Grapple Check against an opponent who can cast spells or manifest powers.

Power Resistance: Your Power Resistance increases by +3 at Levels 2, 5, and 8.

Psychic Assault (Su): At 3rd Level, when you could normally extract a targets brain you may instead opt to Dominate him as per the spell (Caster Level is equal to your Hit Dice.

At 6th Level you may choose to Teleport any adjacent creature up to 10 ft. as a Standard Action (there is no Save, and this otherwise works like Dimension Door).

At 9th Level you may now choose to use your Mind Blast Attack as a 20 foot emanation centered on your square.  In addition to the usual effects targets who fail a Save take 2d6 damage.

Fatal Attraction: Your Manifester Level increases by one, and you learn the Death Urge Power.

PLAYING A SCOURGE
 You keep the other Illithids safe by targeting their most powerful enemies.  It's not lost on some of your fellows that you would be very adept at killing them as well...
 Combat: You specifically target casters and manifesters, leaving other opponents for your fellows.
 Advancement: You concentrate on abilities that help against your enemy of choice.
Resources: If the Illithids can be said to have military special forces, you are they.  You tend to be well funded.

SCOURGES IN THE WORLD
"That one!  Target him first before he gets to the mage!"
 You're generally kept hidden till your use becomes necessary.
 Daily Life: You generally hone and practice your abilities when not on a mission.
 Notables:
 Organizations: Every Illithid city has at least one Scourge.  They generally have trust issues given your specialization in killing other manifesters, but you have the Ellder Brains okay

NPC Reaction
 To most NPC's you're just another evil, brain eating monster.  Wizards and Psions hold a special hate for you though.

SCOURGES IN THE GAME
 This is probably, once again, an NPC class.
 Adaptation: This is adaptable as an antimage PrC with some effort.
 Encounters: Scourges are  found in raiding parties expecting arcane or psionic opposition.

Sample Encounter
EL 12: The PC's were happy to accept a cushy new job as a Wizards bodyguards.  At least until they found out he pissed off the local Mindflayer empire.  And now it's too late to back out.


Name
alignment/Gender/Race/Levels
Init +0, Senses: Listen +, Spot +,
Languages
------------------------------------------------
AC , touch , flat-footed   ()
hp  ( HD)
Fort +, Ref +, Will + 
------------------------------------------------
Speed   ft. ( squares)
Melee
Base Atk +, Grp +
Atk Options
Combat Gear
Spells Prepared
Supernatural Abilities
-----------------------------------------------
Abilities Str , Dex , Con , Int , Wis , Cha
SQ
Feats
Skills
Possessions



EPIC SCOURGE

Hit Die: d8
Skills Points at Each  Level : 2 + int
Bonus Feats: The Epic Scourge gains a Bonus Feat every 3 levels higher than 20th

[bhu]

THRALL MASTER


   
"To subjugate another is to subjugate yourself.  What absolute nonsense."

 Thrall Masters are specialists in Psychic surgery used to boost the thrall population.  They are usually found in larger Illithid citadels where the Masterminds need aid in dealing with the large population of slaves.

BECOMING A THRALL MASTER
How you would normally become a member of this prestige class.

 ENTRY REQUIREMENTS
   Race:  Mind Flayer
   Powers:  Must be able to Manifest any two powers from the Psychometabolism discipline.
   Skills:  Knowledge (Psionics) 4 ranks, Psicraft 4 ranks
   Feats:  Combat Manifestation, Quicken Power


Class Skills
 The Thrall Master's class skills (and the key ability for each skill) Autohypnosis (Wis), Bluff (Cha), Concentration (Con), Intimidate (Cha), Knowledge (Psionic)(Int), Listen (Wis), Psicraft (Int), Spot (Wis), Use Psionic Device (Cha)
Skills Points at Each  Level : 6 + int

Hit Dice: d6

Code: [Select]

[b]   BAB  Fort    Ref    Will  Abilities[/b]
1. +0    +0     +0     +2    Thrall Surgery
2. +1    +0     +0     +3    Boost Thrall
3. +2    +1     +1     +3    Teleport Thrall
4. +3    +1     +1     +4    Thrall Surgery
5. +3    +1     +1     +4    Boost Thrall
6. +4    +2     +2     +5    Teleport Thrall
7. +5    +2     +2     +5    Thrall Surgery
8. +6    +2     +2     +6    Boost Thrall
9. +6    +3     +3     +6    Teleport Thrall
10.+7    +3     +3     +7    Stunning Grapple
Weapon Proficiencies: A Thrall Master gains no new weapon or armor proficiencies.
 
Thrall Surgery (Su): At 1st Level you may exchange Thralls with another Illithid as a Swift Action (thrall being defined as a creature the Illithid is controlling via the Dominate spell or power).

At 4th Level he can forego killing the Opponent, choosing instead to make them a Thrall.  This works like the Dominate spell, but duration lasts until the Thrall Master is killed.

At 7th Level any Opponent you successfully use the Dominate power or spell on remains your servant until it's death.

Boost Thrall (Su): At 2nd Level you may manifest powers with a target of Personal on a Thrall under your control if it is adjacent.

At 5th Level you may manifest these powers at close range (25 ft. + 5 ft./2 levels).  This range increases to Medium (100 ft. + 10 ft./level) at 8th Level.

Teleport Thrall (Su): At 3rd Level you may Teleport any Thrall within 25 feet as a Standard Action, to any other unoccupied square within 25 feet. 

At 6th Level the Thrall Master may use this ability as a Full Round Action to teleport all Thralls within range to any unoccupied square within range, and may even make them switch places.

At 9th Level the Thrall Master may use this ability once per round as an Immediate Action to switch places with a Thrall.  This is usually used under duress when the Master is being attacked, and the Thrall is used as a sacrifice to take the damage.

Stunning Grapple (Su): At 10th Level if you succeed by 5 or more on a Grapple Check, your opponent is Stunned for 1 round.

PLAYING A THRALL MASTER
 Thrall Masters are not only slave masters and creators, they are often called upon to create new types of Thralls.  Being a mad scientist is never easy.
 Combat: You dislike combat, preferring to leave that to your thralls.
 Advancement: You are required to build and enhance the thrall population.  Your choice of powers will be devoted to that end.
Resources: You create and oversee the slaves.  You have whatever you need.

THRALL MASTERS IN THE WORLD
"We obey, Master."
 You keep hordes of Thralls between you and the outside world.  You really only trust servants who can't disobey.
 Daily Life: You assist in running herd over the Thralls, and create new ones.
 Notables:
 Organizations: Like Masterminds, Thrall Masters generally serve the Elder Brain directly.

NPC Reaction
 Even other Evil races or individuals are skeeved out by you.

THRALL MASTERS IN THE GAME
 This is definitely an NPC class seeing as it's a slave owner.
 Adaptation: This is meant for high level manifesters using Dominate.  With some tweaking, and replacing 'thrall' with 'ally' it could be more versatile.
 Encounters: PC's generally only risk encountering you in the largest Mindflayer cities. 

Sample Encounter
EL 12: The PC's have been asked to jailbreak a local Lords relatives who were enslaved by Illithids.  Unfortunately some of the slaves are ...resistant to freedom.


Name
alignment/Gender/Race/Levels
Init +0, Senses: Listen +, Spot +,
Languages
------------------------------------------------
AC , touch , flat-footed   ()
hp  ( HD)
Fort +, Ref +, Will + 
------------------------------------------------
Speed   ft. ( squares)
Melee
Base Atk +, Grp +
Atk Options
Combat Gear
Spells Prepared
Supernatural Abilities
-----------------------------------------------
Abilities Str , Dex , Con , Int , Wis , Cha
SQ
Feats
Skills
Possessions



EPIC THRALL MASTER

Hit Die: d6
Skills Points at Each  Level : 6 + int
Bonus Feats: The Epic Thrall Master gains a Bonus Feat every 3 levels higher than 20th

[bhu]

CONCORDANT


   
"Pain is temporary. It may last a minute, or an hour, or a day, or a year, but eventually it will subside and something else will take its place. If I cause pain, however, it lasts forever."

 Concordants are torturers and warriors, who bring subjects resistant to psychic power around to the Flayer way of thinking.  They also fight the Undead should they appear.

BECOMING A CONCORDANT
Any Flayer specializing in fighting opponents resistant to psionics.

 ENTRY REQUIREMENTS
   Race:  Mindflayer
   Powers: Must be able to Manifest at least two powers from the Psychometabolism discipline, one of which must be Forced Share Pain
   Skills: Knowledge (Psionics) 4 ranks, Psicraft 4 ranks
   Feats:   Greater Power Penetration, Power Penetration


Class Skills
 The Concordant's class skills (and the key ability for each skill) are Autohypnosis (Wis), Bluff (Cha), Concentration (Con), Intimidate (Cha), Knowledge (Psionic)(Int), Listen (Wis), Psicraft (Int), Spot (Wis), Use Psionic Device (Cha)
Skills Points at Each  Level : 4 + int

Hit Dice: d6

Code: [Select]

[b]   BAB  Fort    Ref    Will  Abilities[/b]
1. +0    +0     +0     +2    Enhanced Psychometabolism
2. +1    +0     +0     +3    Improved Share Pain
3. +1    +1     +1     +3    Painful Aura
4. +2    +1     +1     +4    Enhanced Psychometabolism
5. +2    +1     +1     +4    Improved Share Pain
6. +3    +2     +2     +5    Painful Aura
7. +3    +2     +2     +5    Enhanced Psychometabolism
8. +4    +2     +2     +6    Improved Share Pain
9. +4    +3     +3     +6    Painful Aura
10.+5    +3     +3     +7    Sever the Tie
Weapon Proficiencies: A Concordant gains no new weapon or armor proficiencies.
 
Enhanced Psychometabolism At 1st Level the Save DC of your Psychometabolism Powers increases by 1.

At 4th Level this increases to +2.

At 7th Level Psychometabolism Powers cost one less Power Point to manifest.

Improved Share Pain (Su): At 2nd Level when you target an Opponent with the Forced Share Pain Power, you may choose yourself or any Ally within 25 ft. to share damage with the Opponent. 

At 5th Level whenever Share Pain is triggered, any Opponent within 10 feet of the target Opponent takes the same damage he does.

At 8th Level, instead of the Opponent you may choose any other Opponent within 10 feet of yourself (or optionally the ally you used this Power on) to receive the damage.

Painful Aura At 3rd Level the Concordant may raise an Aura of Pain as a Standard Action up to 3/day.  The Aura is a 10 foot emanation centered on the Concordant, and lasts 3 rounds plus a number of rounds equal to his Intelligence Modifier.  Opponents within that area must make a Willpower Save (Save DC is 10 plus 1/2 HD plus Int Modifier) or take a -2 penalty on attack rolls, skill checks, and ability checks.

At 6th Level the Opponent still takes a -1 Penalty if he makes the Save.

At 9th Level the Penalty increases to -2 on a successful Save, and -4 on a failed one.

Sever the Tie (Su): At 10th Level your Manifester Level increases by +1, and learn the Stygian Dismissal Power (see below).

PLAYING A CONCORDANT
 You're brought out to kill psionic resistant enemies, or to inflict pain on captured enemies who you need to cooperate because you can't control them.
 Combat: You target resistant enemies first, psionic opponents second, and then anything else.  You also tend to be brought out to oppose Undead, but you are rarely well prepared for that.
 Advancement: You continue to specialize in your targets of choice.
Resources: All Concordants are part of the defensive forces of the Mindflayer cities.  They generally get their pick of arms and armor.

CONCORDANTS IN THE WORLD
"Is that all you got?"
 You don't interact with people much.  Well, other than killing or capturing them that is.
 Daily Life: If you aren't training, you're fighting.
 Notables:
 Organizations: Any large Mindflayer city or cult will have a few Concordants.

NPC Reaction
 Being a monster specializing in causing pain, you tend to freak people out.

CONCORDANTS IN THE GAME
 This is meant for Evil campaigns.  It could maybe be adapted as an anti-psionic fighter.
 Adaptation: This is pretty much meant for all Mindflayer campaigns.
 Encounters: Concordants are found in defense of Mindflayer lairs, though they occasionally accompany raiding parties if resistance is expected.

Sample Encounter
EL 12: The PC's assumed their telepathic shields would be enough to protect them.  Unfortunately the slavers have a few surprises in mind.


Name
alignment/Gender/Race/Levels
Init +0, Senses: Listen +, Spot +,
Languages
------------------------------------------------
AC , touch , flat-footed   ()
hp  ( HD)
Fort +, Ref +, Will + 
------------------------------------------------
Speed   ft. ( squares)
Melee
Base Atk +, Grp +
Atk Options
Combat Gear
Spells Prepared
Supernatural Abilities
-----------------------------------------------
Abilities Str , Dex , Con , Int , Wis , Cha
SQ
Feats
Skills
Possessions



EPIC CONCORDANT

Hit Die: d6
Skills Points at Each  Level : 4 + int
Bonus Feats: The Epic Concordant gains a Bonus Feat every 3 levels higher than 20th


Stygian Dismissal
Psychometabolism
Level: Psion/Wilder 5
Display: Material and auditory
Manifesting Time: 1 Standard Action
Range: Close (25 ft. +5 ft./2 levels)
Target: 1 creature
Duration: Instantaneous
Saving Throw: None
Power Resistance: No
Power Points: 9

This power attempts to let you severe an Undead's ties to the Negative Energy Plane, causing it to be destroyed.  The Undead target takes 9d6 damage.

Augment: For every additional power point you spend, this power’s damage increases by 1d6 points. For each extra 2d6 points of damage.

[bhu]

UNSEEN


   
"Invisible things are the only realities.  Invisible things alone are the things that shall remain."

 The Unseen are Mindflayer spies who specialize in invisibility, similar to the Infiltrator.  They also act as assassins. 

BECOMING AN UNSEEN
Unseen are agents of the Elder Brain, chosen to learn stealth.

 ENTRY REQUIREMENTS
   Race:  Mind Flayer
   Powers:  Must be able to Manifest any two powers from the Telepathy discipline.
   Skills:  Hide 4 ranks, Knowledge (Psionics) 4 ranks, Move Silently 4 ranks
   Feats:  Darkstalker, Psionic Endowment 


Class Skills
 The Unseen's class skills (and the key ability for each skill) are Autohypnosis (Wis), Bluff (Cha), Climb (Str), Concentration (Con), Diplomacy (Cha), Disguise (Cha), Hide (Dex), Knowledge (Dungeoneering, Psionics)(Int), Listen (Wis),  Move Silently (Dex), Psicraft (Int), Spot (Wis), Use Psionic Device (Cha)
Skills Points at Each  Level : 4 + int

Hit Dice: d6

Code: [Select]

[b]   BAB  Fort    Ref    Will  Abilities[/b]
1. +0    +0     +0     +2    Mind Clouding Blast
2. +1    +0     +0     +3    Mental Cloak
3. +1    +1     +1     +3    Spectral Grappler
4. +2    +1     +1     +4    Mind Clouding Blast
5. +2    +1     +1     +4    Mental Cloak
6. +3    +2     +2     +5    Spectral Grappler
7. +3    +2     +2     +5    Mind Clouding Blast
8. +4    +2     +2     +6    Mental Cloak
9. +4    +3     +3     +6    Spectral Grappler
10.+5    +3     +3     +7    Microcosm
Weapon Proficiencies: An Unseen gains no new weapon or armor proficiencies.
 
Mind Clouding Blast (Su): At 1st Level any creature that fails a Save takes a -2 Penalty to Willpower Saves as well for as long as he is Stunned.

At 4th Level if a spell of the Enchantment or Illusion school is cast on the victim (or any power, ability or effect that creates the same effect) it is cast at +1 Caster Level.

At 7th Level, any Spell (or Power) Resistance is lowered by an amount equal to your Unseen Level against Enchantment and Illusions (or any power, ability or effect that creates the same effect).  For example, if the victim has SR 20, and you're a 7th Level Unseen, the opponents SR is lowered to 13.

Mental Cloak (Su): At 2nd Level you may use this ability as a Standard Action at will.  You are Invisible, as per the spell, until the end of your next turn.

At 5th Level you may also Teleport to any unoccupied square you could normally reach via your land speed when using this ability.

At 8th Level the Invisibility effect lasts one round per Manifester (or Caster) Level. 

Spectral Grappler (Su): At 3rd Level if you make a Tentacle attack while Invisible, you gain a +3 Bonus on the attack roll.

At 6th Level, attacks made with your Tentacles do not lower your Invisibility (Improved Grab does).

At 9th Level you still remain Invisible if you use Improved Grab (but not Extract).

Microcosm (Su): At 10th Level your Manifester Level improves by +1, and you learn the Microcosm Power (see below).

PLAYING AN UNSEEN
 You don't stand out, you don't make waves.  Fade into the background and let no one remember you.
 Combat: You only indulge in combat if ordered to, or if there's no choice.
 Advancement: This is a section on different options and paths that the class can go down when they advance in power.
Resources: Your job usually requires that you travel light and make do with what you can find.  If your mission requires something, it's probably all yours though.

UNSEEN IN THE WORLD
"Some things it's best not to speak of.  Never know when they could be listening.
 The world doesn't know you exist, and you intend to keep it that way.
 Daily Life: What you get up to is no one's business.
 Notables:
 Organizations: You work for the Elder Brain only.

NPC Reaction
 If you are doing your job, no one should realize you exist.

UNSEEN IN THE GAME
 This is not a class that plays well with others.  It should probably be NPC only.
 Adaptation: This is meant for all Mindflayer campaigns.
 Encounters: Unseen are never encountered, unless a PC or someone they frequent has been targeted for death.

Sample Encounter
EL 12: The PC's are playing poker when the local snooty Elf that heads the guard loses his head.  Literally.


Name
alignment/Gender/Race/Levels
Init +0, Senses: Listen +, Spot +,
Languages
------------------------------------------------
AC , touch , flat-footed   ()
hp  ( HD)
Fort +, Ref +, Will + 
------------------------------------------------
Speed   ft. ( squares)
Melee
Base Atk +, Grp +
Atk Options
Combat Gear
Spells Prepared
Supernatural Abilities
-----------------------------------------------
Abilities Str , Dex , Con , Int , Wis , Cha
SQ
Feats
Skills
Possessions



EPIC UNSEEN

Hit Die: d6
Skills Points at Each  Level : 4 + int
Bonus Feats: The Epic Unseen gains a Bonus Feat every 3 levels higher than 20th

[bhu]

TORMENTOR


   
"Do not suffer pain and torment without reason.  Our God has no mercy."

 Tormentors specialize in eating opponents brains from a distance.  They also act as priests for the Mindflayer religion.

BECOMING A TORMENTOR
Any Mindflayer priest who prefers the act of war will do.

 ENTRY REQUIREMENTS
   Race:  Mind Flayer
   Powers:  Must be able to Manifest any two powers from the Telepathy or Psychometabolism disciplines.
   Skills:  Knowledge (Psionics, Religion) 4 ranks
   Feats:  Greater Psionic Fist, Psionic Fist

Class Skills
 The Tormentor's class skills (and the key ability for each skill) are Autohypnosis (Wis), Bluff (Cha), Concentration (Con), Intimidate (Cha), Knowledge (Any)(Int), Listen (Wis), Psicraft (Int), Search (Int), Sense Motive (Wis), Spot (Wis), Use Psionic Device (Cha)
Skills Points at Each  Level : 2 + int

Hit Dice: d8

Code: [Select]

[b]   BAB  Fort    Ref    Will  Abilities[/b]
1. +0    +0     +0     +2    Mind Lance
2. +1    +0     +0     +3    Psychic Feedback
3. +1    +1     +1     +3    Tentacle Projection
4. +2    +1     +1     +4    Mind Lance
5. +2    +1     +1     +4    Psychic Feedback
6. +3    +2     +2     +5    Tentacle Projection
7. +3    +2     +2     +5    Mind Lance
8. +4    +2     +2     +6    Psychic Feedback
9. +4    +3     +3     +6    Tentacle Projection
10.+5    +3     +3     +7    Shatter Personality
Weapon Proficiencies: A Tormentor gains no new weapon or armor proficiencies.
 
Mind Lance (Su): At 1st Level the Tormentor may choose to make a ranged touch attack against any one opponent within 120 ft as a Standard Action.  If it hits the opponent takes 2d6 damage and must make a Willpower Save (Save DC is 10 plus 12/ HD plus Int Modifier), or be Dazed 1 Round.

At 4th Level the damage increases to 4d6, and it increases to 6d6 at Level 7.

Psychic Feedback (Su): The Tormentor can unleash an agonizing psychic attack as a Standard Action at 2nd Level.  This is a 15 ft. burst centered on the Tormentor, and all Opponents within the Area of Effect must make a Willpower Save (Save DC is 10 plus 1/2 HD plus Int Modifier).  Opponents who fail their Save take damage equal to your Tormentor Levels and are Dazed 1 Round (if they are already Dazed they become Stunned).  The Tormentor can use thus attack every 1d4 rounds.

At 5th Level victims who fail their Save are Dazed for 1 round, plus 1 round per 2 Tormentor Levels.

At 8th Level the Tormentor may also opt to Teleport himself, as per Dimension Door, to any unoccupied square within 25 ft. as a Swift Action.

Tentacle Projection (Su): At 3rd Level you combine your tentacle attacks with psychic energy.  Your tentacle attacks have a range of 10 ft. and do untyped damage.  You may also use Improved Grab and Extract at this range as well.  The Tormentor may use this attack every 1d4 rounds.

At 6th Level the range increases to 30 ft., and at 9th Level it increases to 60 ft.

Shatter Personality (Su): At 10th Level your Manifester Level increases by +1, and you learn the Shatter Personality Power (see below).

PLAYING A TORMENTOR
 Everyone knows you are a priest of Ilsensine.  Mostly because you wont shut up about it.  Seriously, you even annoy the other Illithids.
 Combat: Tormentors tend to wage directly into the fray and begin swinging (or snack on the brains of more powerful creatures at tentacle length).
 Advancement: Tormentors are surprisingly combative for clergy, and often study combat as well as religion.
Resources: You have the full resources of the clergy when working towards their ends.

TORMENTORS IN THE WORLD
"WILL YOU JUST SHUT UP FOR 5 MINUTES!"
 You spend a lot of time proselytizing, much to the chagrin of all around you.
 Daily Life: You spend your time in religious ceremony.  Or beating the crap out of people.  That's always good too.
 Notables:
 Organizations: You are usually only allowed to be part of the church of Ilsensine.

NPC Reaction
 NPC's generally don't like monsters.  Particularly ones who are also religious fanatics.

TORMENTORS IN THE GAME
 This class lets you play a religious zealot.  That may not go well for some groups.
 Adaptation: This is also meant for all Mindflayer campaigns.
 Encounters: Tormentors are found in Mindflayer cities, and running Illithid cults.

Sample Encounter
EL 12: Give the encounter level and description of a sample member of this class and a stat block for him/her.


Name
alignment/Gender/Race/Levels
Init +0, Senses: Listen +, Spot +,
Languages
------------------------------------------------
AC , touch , flat-footed   ()
hp  ( HD)
Fort +, Ref +, Will + 
------------------------------------------------
Speed   ft. ( squares)
Melee
Base Atk +, Grp +
Atk Options
Combat Gear
Spells Prepared
Supernatural Abilities
-----------------------------------------------
Abilities Str , Dex , Con , Int , Wis , Cha
SQ
Feats
Skills
Possessions



EPIC TORMENTOR

Hit Die: d8
Skills Points at Each  Level : 2 + int
Bonus Feats: The Epic Tormentor gains a Bonus Feat every 3 levels higher than 20th


Shatter Personality
Telepathy[Mind-Affecting]
Level: Psion/Wilder 3
Display: Auditory and visual
Manifesting Time: 1 Standard Action
Range: Medium (100 ft. + 10 ft./ level)
Target: 1 Creature
Duration: Concentration, up to 1 Round/Level (D)
Saving Throw: Willpower negates
Power Resistance: Yes
Power Points: 5

You shatter the victims mind into various competing personality fragments, which recombine once the spell ends.  If your victim fails his Saving Throw he is Helpless for the duration of the power.

[bhu]

Plaguechanged

Plaguechanged Illithid is an Acquired template that can be applied to any Illithid infected with the Spellplague.  They are now subordinate to the Aboleths feeding their Elder Brain Spellplague energy, and remain unaware of their transformation because of this.  They resemble normal Illithids, but look as if they have liquid moving about underneath their skin.

Size and Type: Unchanged. 

Hit Dice: Unchanged.

Speed: Base Land Speed increases by +10 feet.

Armor Class: Natural Armor Bonus to AC increases by +4.

Attacks: Unchanged.

Damage: Unchanged.

Special Attacks: Retains all Special Attacks of the Base Creature except Mind Blast and Extract, plus gains the following:

Psychotic Blast (Su): This is identical to Mindblast, except the area of effect is now a 20 foot area centered on the Mindflayer, and opponents who fail the save are Confused (as per the spell) instead of Stunned.

Enthrall Brain (Su): When the Mindflayer would normally be able to use it's lost Extract ability, it can now use this instead.  Each round all four of the tentacles remain Grappled to the victim, the victim loses 1d6 Wisdom.  If it's Wisdom reaches 0 it loses consciousness, and when it awakens it is Dominated (as per the Dominate Monster spell) by the Illithid.

Spellplague Power (Su): Choose one of the following:

Blue Fire Burst: Once per encounter, on any round you take damage you can use this ability as an Immediate Action.  All opponents sharing your square and within 10 ft. of you take 2d8 Fire and 2d8 Force damage.  Opponents must make a Reflex Save (Save DC is Charisma based).  If they succeed they take half damage.  If they fail they are pushed 15 ft. away from the Illithid. 

Inferno Step: Once per encounter, as a Full Round Action, you may teleport 30 ft.  When your teleport ends, all creatures adjacent to you take 2d6 plus your Manifester Level in fire damage.  They may make a Reflex Save for half damage.  If they fail the Save, you also gain a Trip attempt against them as a Free Action without provoking an Attack of Opportunity (and they may not attempt to trip you back).

Scouring Lash: At will you can unleash a blast of mystic fire as a Standard Action.  This is a ranged attack with a range of (Charisma Modifier times 5 ft, minimum 5 ft), doing 1d6 Fire and 1d6 Force damage.  If it hits, you also gain a Bull Rush attack against that opponent as a Free Action without provoking an Attack of Opportunity.  You use your Charisma Modifier in place of your Str Modifier.

Unraveling Touch: Once per encounter, on any round you take damage you can use this ability.  You make a Touch Attack on one opponent and they take 2d8 Fire and 2d8 Negative Energy damage.  Opponents must make a Fortitude Save (Save DC is Charisma based).  If they succeed they take half damage.  If they fail they are also Dazed 1 round.

Special Qualities: Retains all Special Qualities of the Base Creature, plus gains any one of the following:

Burning Gaze (Su): Gaze, 30 ft., Willpower Save (Save DC is Charisma based).  Invisible opponents who fail their save vs. this gaze attack are outlined in Faerie Fire (as per the spell).

Devourer of Flame (Su): You gain Fire Resistance 10.  When you take Fire damage that exceeds this Resistance, you gain 10 temporary hit points.  You also gain a +4 Bonus on damage rolls on your next attack.

Wings of Blue Fire (Su): You gain a Fly speed (Good) equal to your base land speed.  Opponents who attack you while you are flying take fire damage equal to your Hit Dice (i.e. if you are an 8HD creature they take 8 points of fire damage).

Saves: The Base Creature gains a +2 Resistance Bonus to all Saving Throws.

Abilities: Unchanged.

Skills: Unchanged.

Feats: Unchanged.

Environment: Unchanged.

Organization: Unchanged.

Challenge Rating: +2

Treasure: Unchanged.

Alignment: Changes to Chaotic Evil.

Advancement: Unchanged.

Level Adjustment: ---

[bhu]

Plaguechanged Elder Brain

Plaguechanged Elder Brain is an Acquired Template that can be applied to any Elder Brain that has become addicted to Spellplague energy.  Currently there is only one, a huge brain scarred by disease.

Size and Type: Unchanged.   

Hit Dice: Unchanged. 

Speed: Unchanged.

Armor Class: Unchanged.

Attacks: Unchanged.

Damage: Unchanged.

Special Attacks: Retains all Special Attacks of the Base Creature except Extract and Mindblast, plus gains the following:

Psychic Static (Su): Any creature within 15 ft of the Elder Brain must make a Willpower Save (Save DC is Charisma based), or have their Spell/Power Resistance lowered by 5.  For example if it had Power Resistance 15, it now has 10.  This lasts for the rest of the encounter.  Additionally, anytime the Elder Brain is damaged, all creatures in this area take untyped damage equal to the Brains Cha Modifier (Minimum of 1 point).

Psychopathic Blast (Su): This is identical to the Mind Blast power, but instead of a 60 ft cone, it is instead a 20 ft. area centered on the brain.

Project Madness (Sp): The Brain may cast Phantasmal Killer at will as a Spell-Like ability.

Spellplague Power (Su): Choose any one of the following:

Blue Fire Burst: Once per encounter, on any round you take damage you can use this ability as an Immediate Action.  All opponents sharing your square and within 10 ft. of you take 2d8 Fire and 2d8 Force damage.  Opponents must make a Reflex Save (Save DC is Charisma based).  If they succeed they take half damage.  If they fail they are pushed 15 ft. away from the Illithid. 

Inferno Step: Once per encounter, as a Full Round Action, you may teleport 30 ft.  When your teleport ends, all creatures adjacent to you take 2d6 plus your Manifester Level in fire damage.  They may make a Reflex Save for half damage.  If they fail the Save, you also gain a Trip attempt against them as a Free Action without provoking an Attack of Opportunity (and they may not attempt to trip you back).

Scouring Lash: At will you can unleash a blast of mystic fire as a Standard Action.  This is a ranged attack with a range of (Charisma Modifier times 5 ft, minimum 5 ft), doing 1d6 Fire and 1d6 Force damage.  If it hits, you also gain a Bull Rush attack against that opponent as a Free Action without provoking an Attack of Opportunity.  You use your Charisma Modifier in place of your Str Modifier.

Unraveling Touch: Once per encounter, on any round you take damage you can use this ability.  You make a Touch Attack on one opponent and they take 2d8 Fire and 2d8 Negative Energy damage.  Opponents must make a Fortitude Save (Save DC is Charisma based).  If they succeed they take half damage.  If they fail they are also Dazed 1 round.


Special Qualities: Retains all Special Qualities of the base creature except Bud Brain Golem, and gains the following:

Bend Space (Su): The Elder Brain may teleport 25 ft. at will as a Move Action.  Additionally, if an opponent attempts to use a teleport effect against the Brain that allows a Save, and the Saving Throw is successful, the opponent is teleported instead of the Brain.

You also gain one of the following:

Burning Gaze (Su): Gaze, 30 ft., Willpower Save (Save DC is Charisma based).  Invisible opponents who fail their save vs. this gaze attack are outlined in Faerie Fire (as per the spell).

Devourer of Flame (Su): You gain Fire Resistance 10.  When you take Fire damage that exceeds this Resistance, you gain 10 temporary hit points.  You also gain a +4 Bonus on damage rolls on your next attack.

Wings of Blue Fire (Su): You gain a Fly speed (Good) equal to your base land speed.  Opponents who attack you while you are flying take fire damage equal to your Hit Dice (i.e. if you are an 8HD creature they take 8 points of fire damage).

Saves: Gains a +2 Resistance Bonus on all Saving Throws.

Abilities: Unchanged.

Skills: Unchanged.

Feats: Unchanged.

Environment: Unchanged.

Organization: Unchanged.

Challenge Rating: +3

Treasure: Unchanged.

Alignment: Always Chaotic Evil

Advancement: Unchanged.

Level Adjustment: ---

[bhu]

Methiaken
                      Gargantuan Ooze
Hit Dice:             25d10+200 (337 hp)
Initiative:           -1
Speed:                50 ft. (10 squares), Climb 50 ft., Swim 20 ft. Burrow 20 ft.
Armor Class:          20 (-4 Size, -1 Dex, +15 Natural), touch 5, flat-footed 20
Base Attack/Grapple:  +18/+40
Attack:               Engulf (see below)
Full Attack:          Engulf (see below)
Space/Reach:          30 ft./20 ft.
Special Attacks:      Engulf, Divide
Special Qualities:    Ooze traits, Blindsight 500 ft., Immunities, Power Resistance 25, Troubled Mind
Saves:                Fort +16, Ref +7, Will +11
Abilities:            Str 30, Dex 8, Con 26, Int -, Wis 16, Cha 1
Skills:               Climb +18, Swim +18
Feats:                ---
Environment:          Underground
Organization:         Solitary
Challenge Rating:     15
Treasure:             None
Alignment:            Always Chaotic Neutral
Advancement:          26-50 HD (Colossal)
Level Adjustment:     ---

Methiakens are the result of forbidden experimentation involving attempts to use ceremorphosis on the Derro.  The resulting abomination is an insane, rapidly growing monstrosity that can replicate itself and easily lay waste to a city if not controlled quickly.  They are amorphous lumps of grey tissue that spontaneously form limbs and organs, with the agonized faces of absorbed victims randomly making an appearance.  Completely mindless, any attempt to reason with them fails.  They simply devour all in their path.

Engulf (Ex): Methiaken can simply mow down Gargantuan or smaller creatures as a standard action. The Methiaken merely has to move over the opponents, affecting as many as it can cover. Opponents can make opportunity attacks against the Methiaken, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 32 Reflex save or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the cube moves forward. Engulfed creatures are subject to 5d6 Acid damage as long as the Grapple is maintained, and victims are considered to be grappled and trapped within its body until they break free. The save DC is Strength-based.  Additionally victims begin suffocating (see DMG) on the round they are Engulfed.  If the Methiaken kills it's victim, it adds the victims mass to it's own, gaining Hit Dice equal to the victim.  For example if it kills a Level 10 Fighter, it gains 10 Hit Dice.  Once it reaches 26 or more Hit Dice, Size becomes Colossal. 

Divide (Ex): Once a Methiaken reaches 50 Hit Dice, it splits into two Methiaken of 25 Hit Dice.

Immunities: In addition to the usual Immunities that all Oozes possess, the Methiaken is also immune to Disease, nonlethal damage, and fatigue/exhaustion effects.

Troubled Mind (Ex): The Derro's normal insanity is magnified a thousand fold in the Methiaken.  Attempts to speak to it via Telepathy, or use any Powers from the Telepathy Discipline (or spells/effects that duplicate those Powers) require the opponent to make a DC 25 Will power Save or become Confused as per the Insanity spell.  Save DC is Wisdom based.

Combat: Methiaken steam roll over whatever presents itself and devours it, adding to the Methiakens own biomass.  If it absorbs enough beings, it splits reproducing itself.

[bhu]

                 Eater of Knowledge
                      Large Construct (Extraplanar)
Hit Dice:             10d10+30 (85 hp)
Initiative:           +4
Speed:                15 ft. (3 squares)
Armor Class:          21 (-1 Size, +12 Natural), touch 9, flat-footed 21
Base Attack/Grapple:  +7/+17
Attack:               Slam +12 melee (2d6+6)
Full Attack:          2 Slams +12 melee (2d6+6)
Space/Reach:          10 ft./10 ft.
Special Attacks:      Improved Grab, Extract, Steal Abilities, Spell-Like Abilities, Psionics
Special Qualities:    Construct traits, DR 10/Adamantine, SR 25
Saves:                Fort +3, Ref +3, Will +5
Abilities:            Str 23, Dex 11, Con -, Int 18, Wis 14, Cha 16
Skills:               Hide +4, Knowledge (The Planes, Psionics) +14, Listen +12, Move Silently +10, Psicraft +14, Spot +12, Survival +2
Feats:                Combat Manifestation, Improved Initiative, Power Penetration, Psionic Endowment
Environment:          Caverns of Thought
Organization:         Solitary
Challenge Rating:     11
Treasure:             Double Standard
Alignment:            Always Neutral Evil
Advancement:          11-15 HD (Large), 16-30 HD (Huge)
Level Adjustment:     ---

Eaters of Knowledge are hulking masses of flesh similar to Brain Golems.  Created by Ilsensine as spies, he sends them out to devour the brains of all they encounter, adding to his knowledge.  They exist solely to take notes on places Ilsensine cannot perceive, or keep an eye on various projects for him.

Improved Grab (Ex): To use this ability, an Eater of Knowledge must hit a Small, Medium, or Large creature with it's slam attack. It can attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and can Extract the creature’s brain.

Extract (Ex): An Eater of Knowledge that makes a successful grapple check brings its exposed cerebral matter in contact with the victim’s flesh. Tiny tendrils of nerves bore into the victim’s flesh and begin  tunneling towards the brain. This agonizing process deals 1d6+6 points of damage to the victim each round, and the victim must succeed on a DC 19 Will save or take 1 point of Intelligence, Wisdom, and Charisma drain each round as well. The save DC is Constitution-based with a +4 Racial Bonus. The damage and ability drain stops if the Grapple ends. A creature seized by an Eater of Knowledge is automatically pinned once the ingestion process begins; thus, it can only use the escape from grapple option.

After 1d4 rounds of this, the Eater’s tendrils reach the victim’s brain and begin to extract it. Tiny chunks of brain matter are torn away by the tendrils and drawn back into the Eater of Knowledge, dealing 1d6 points of Intelligence, Wisdom, and Charisma drain each round. When any of these ability scores reaches 0, the creature dies. This power is useless against constructs, elementals, oozes, plants, and undead.

Steal Abilities (Su): If an Eater of Knowledge successfully Extracts an opponents brain, it gains some of their abilities for 24 hours before they transfer to Ilsensine.  The Eater may choose to of the victims Feats it meets the prerequisites for, one of the victims skills (it uses the victims skill ranks but it's own ability modifier), and 1 Class Ability.  If this is a Class Ability that has variations, the Eater gains them all.  For example if it Extracts an 8th Level Barbarian's brain, and gains its Rage ability, it can Rage 3/day.  If the Barbarian were 17th Level it would gain Greater Rage and Tireless Rage 5/day.  If it were to Extract the brain of a 19th Level Rogue, and chose Sneak Attack, it would gain +5d6.  If the Eater eats an Arcane spellcaster and chooses to absorb knowledge of it's spells, it may choose one spell of each Level the Caster knows, and cast it once as a 10th Level Caster.

Spell-Like Abilities (Sp): At will: Confusion, Detect Invisibility, Detect Thoughts, Dominate Person, Hold Person, Levitate, Shadow Walk,  Caster Level is 10th.

Psionics: The Eater of Knowledge can Manifest powers as a a Psion whose Manifester Level is equal to their Hit Dice.

Combat: Eaters of Knowledge are fairly confident in their physical abilities, wading directly into combat in order to eat as many brains as possible.  They use their other powers if simple brute force isn't sufficient.

[bhu]

Zytra 
                      Large Outsider (Chaotic, Extraplanar, Evil, Psionic, Tanar'ri)
Hit Dice:             24d8+120 (312 hp)
Initiative:           +8
Speed:                30 ft. (6 squares)
Armor Class:          37 (-1 Size, +4 Dex, +24 Natural), touch 13, flat-footed 33
Base Attack/Grapple:  +24/+40
Attack:               Long Tentacle +37 melee (1d8+14) or Rod +39 melee (1d8+16)
Full Attack:          2 Long Tentacles +37 melee (1d8+14) and 4 Short Tentacles +37 melee (1d8+14) or Rod +39/+34/+29/+24 melee (1d8+16)
Space/Reach:          10 ft./5 ft. (10 ft. with 2 long tentacles)
Special Attacks:      Extract, Improved Grab, Mindblast, Psionics, Spell-Like Abilities, Summon Tanar'ri
Special Qualities:    Darkvision 60 ft., PR 33, Telepathy 500 ft., Immunity to Electricity and Poison, Energy Resistance 10 (Acid, Cold, Fire), DR 20/Cold Iron and Good, Tanar'ri traits
Saves:                Fort +14, Ref +14, Will +14
Abilities:            Str 39, Dex 18, Con 20, Int 25, Wis 21, Cha 25
Skills:               Autohypnosis +25, Bluff +27, Concentration +25, Diplomacy +27, Disguise +27, Gather Information +27, Hide +25, Intimidate +27, Knowledge (Arcana, Dungeoneering, The Planes, Psionics, Religion) +27, Listen +25, Move Silently +24, Psicraft +27, Search +27, Sense Motive +25, Spot +25, Use Magic Device +27
Feats:                Combat Manifestation, Greater Power Penetration, Greater Psionic Endowment, Improved Initiative, Improves Natural Attack, Iron Will, Power Penetration, Psionic Endowment, Unconditional Powwer
Environment:          The Abyss
Organization:         Unique
Challenge Rating:     24
Treasure:             Double Standard
Alignment:            Chaotic Evil
Advancement:          By Character Class
Level Adjustment:     ---

Zyrta is a Demon Lord who appears as a tall Ulitharid wielding a ruby-tipped rod.  Legend has it he was a Rutterkin subjected to Ceremorphosis who retained his own personality due to demonic vitality.  This gave him uncommon intelligence, power and ambition, and after achieving Lord status he now works to topple Ilsensine and convert the Illithids to worship of himself.   He doesn't seem to be discouraged by the obvious Alignment barrier.  His unique understanding of Illithids allows him to seduce them to Chaos easily enough that his followers are put to death when found.  Zyrta has also pioneered some form of ritual merging Illithid flesh with demonkind, and most Tanar'ri who serve him have the Half-Illithid template.

Extract (Ex): If Zyrta begins its turn with at least four tentacles attached and makes a successful grapple check he automatically extracts the opponent's brain, instantly killing that creature. This power is useless against constructs, elementals, oozes, plants, and undead. It is not instantly fatal to foes with multiple heads.

Improved Grab (Ex): To use this ability, Zytra must hit a Small, Medium, or Large creature with its tentacle attack. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and attaches the tentacle to the opponent's head. Zyrta can grab a Huge or larger creature only if it can somehow reach the foe's head. If Zyrta begins its turn with at least one tentacle attached, it can try to attach its remaining tentacles with a single grapple check. The opponent can escape with a single successful grapple check or an Escape Artist check, but Zyrta gets a +2 circumstance bonus on the check for every tentacle that was attached at the beginning of the opponent's turn.

Mindblast (Sp): Zyrta can discharge a devastating psionic attack in the form of a cone 60 feet long. Anyone caught in this cone must succeed on a DC 29 Will save or be stunned for 3d4 rounds. The save DC is Charisma-based. This ability is the equivalent of a 4th-level spell.

Psionics:  Zyrta can Manifest Psionics as an 18th Level Psion (Power Points: 343):

Powers Known:

1st: Detect Psionics, Empty Mind, Inertial Armor, Mind Thrust, Psionic Charm

2nd: Id Insinuation, Psionic Levitate, Psionic Suggestion, Read Thoughts

3rd: Body Adjustment, Dispel Psionics, Mental Barrier, Telekinetic Force

4th: Intellect Fortress, Mindwipe, Psionic Dimension Door, Psionic Dominate

5th: Incarnate, Mind Probe, Shatter Mind Blank, Stygian Dominion

6th: Aura Alteration, Mass Cloud Mind, Psionic Contingency

7th: Decerebrate, Personal Mind Blank, Ultrablast

8th: Psionic Greater Teleport, True Metabolism

9th: Apopsi, Psionic Etherealness

Spell-Like Abilities (Sp): At Will: Blasphemy, Plane Shift, Shapechange. 

Summon Aberration (Sp): Once per day, Zytra can automatically summon 1d6 (Half Illithid Babau) or 1 (Half Illithid Nalfeshnee).  This ability is equivalent to a 9th Level spell (Caster Level 20th).

Combat: Zyrta usually opens with a Mindblast, uses his summon to acquire minions, and then lets lose with his various magical powers.  If anyone gets close enough he extracts their brain.


Rod of Zytra: This functions as a +2 Anarchic Enervating Unholy Light Mace.

[bhu]

Nyraala Golem   
                      Large Construct
Hit Dice:             10d10+30 (85 hp)
Initiative:           +0
Speed:                20 ft. (4 squares)
Armor Class:          17 (-1 Size, +8 Natural), touch 9, flat-footed 17
Base Attack/Grapple:  +7/+17
Attack:               Slam +12 melee (2d6+6)
Full Attack:          2 Slams +12 melee (2d6+6) and 1 Tentacle +7 melee (1d10+3)
Space/Reach:          10 ft./10 ft.
Special Attacks:      Disarm
Special Qualities:    Blind, Blindsight 60 ft., Mindless, Fungal Disguise, Construct Traits, DR 5/Adamantine, Immunity to Magic
Saves:                Fort +3, Ref +3, Will +3
Abilities:            Str 23, Dex 11, Con -, Int -, Wis 11, Cha 1
Skills:               Disguise +0 (+8 to appear as harmless fungus)
Feats:                ---
Environment:          Any Underground
Organization:         Solitary
Challenge Rating:     8
Treasure:             None
Alignment:            Always Neutral
Advancement:          11-15 HD (Large), 16-30 HD (Huge)
Level Adjustment:     ---

Nyraala Golems appear as hulking masses of purple fungal flesh and psionically active mucous.  They have a long tentacle instead of a head, and three tentacles in place of legs.  They stand guard over Illithid lairs, disguised as simple fungus colonies.  They are popular with Illithid colonies as an alternative to the more expensive Brain Golems.

Disarm (Ex): A Nyraala Golem that hits with a tentacle attack can attempt to Disarm the opponent (+1 Racial Bonus) as a free action without provoking an attack of opportunity. If the attempt fails, the opponent cannot react to Disarm the Golem..

Blind (Ex): Nyraala Golems are immune to gaze attacks, visual effects, illusions, and other attack forms that rely on sight.

Blindsight (Ex): Nyraala Golems can sense all foes within 60 feet as a sighted creature would. Beyond that range, they treat all targets as having total concealment.

Fungal Disguise (Ex): As a Move Action, the Nyraala Golem may crumple into a fungal colony, or reform into it's combat form.  It has a +8 Racial Bonus to Disguise checks to apear to be a fungal colony.

Immunity to Magic (Ex): A Nyraala Golelm is immune to any spell or spell-like ability that allows spell resistance.

Combat: Nyraala Golems lie in wait disguised until a victim comes within range, at which point they begin bashing them while trying to take their weapons away.

[bhu]

                      Braintree
                      Huge Aberration (Psionic)
Hit Dice:             12d8+60 (114 hp)                           
Initiative:           +3
Speed:                0 ft. (0 squares)
Armor Class:          19 (-2 Size, -1 Dex, +12 Natural), touch 7, flat-footed 19
Base Attack/Grapple:  +9/+19
Attack:               ---
Full Attack:          ---
Space/Reach:          15 ft./15 ft.
Special Attacks:      Psionics, Multiple Heads
Special Qualities:    Blind, Blindsight 60 ft., PR 27
Saves:                Fort +9, Ref +3, Will +11
Abilities:            Str 14, Dex 8, Con 20, Int 10, Wis 16, Cha 12
Skills:               Intimidate +7, Knowledge (Psionics) +10, Sense Motive +10, Survival +10
Feats:                Greater Power Penetration, Greater Psionic Endowment, Improved Initiative, Power Penetration, Psionic Endowment
Environment:          Underdark
Organization:         Solitary or grove (4-7)
Challenge Rating:     12
Treasure:             None
Alignment:            Usually Neutral Evil
Advancement:          13-18 HD (Huge), 19-36 HD (Gargantuan)
Level Adjustment:     ---

Braintrees are massive, slimy trunks of greyish-pink flesh.  Multiple branches containg what look like dripping brains sprout off the main body.  Initially an Illithid experiment to create more available food, the Braintrees have now been adopted as guards.

Psionics: Braintrees can Manifest powers as a Psion whose Manifester Level is equal to it's Hit Dice.

Multiple Heads (Ex):  As a Full Round Action, the Braintree can Manifest up to 6 powers at the same time.  This costs a cumulative +2 power points for each power after the first.  For example, the first power is normal cost, the 2nd is +2, the third is +4, etc.

Blind (Ex): Braintrees are immune to gaze attacks, visual effects, illusions, and other attack forms that rely on sight.

Blindsight (Ex): Braintrees can sense all foes within 60 feet as a sighted creature would. Beyond that range, they treat all targets as having total concealment.

Combat: Braintrees are forced to rely exclusively on their psionic powers.

[bhu]

  Illithid Zombie
                      Medium Undead
Hit Dice:             8d12 (52 hp)
Initiative:           +1
Speed:                30 ft. (6 squares)
Armor Class:          16 (+1 Dex, +5 Natural), touch 11, flat-footed 15
Base Attack/Grapple:  +4/+6
Attack:               Tentacle +6 melee (1d4+2 plus Energy Drain)
Full Attack:          4 Tentacles +6 melee (1d4+2 plus Energy Drain)
Space/Reach:          5 ft./5 ft.
Special Attacks:      Improved Grab, Extract, Energy Drain, Create Spawn, Negative Conduit
Special Qualities:    SR 25, DR 5/Slashing, Lifesense 60 ft., Rejuvenation, Mindless, Undead traits
Saves:                Fort +2, Ref +3, Will +6
Abilities:            Str 14, Dex 12, Con -, Int -, Wis 10, Cha 1
Skills:               ---
Feats:                ---
Environment:          Underdark
Organization:         Solitary, Pair or Pack (3-6)
Challenge Rating:     9
Treasure:             None
Alignment:            Always Neutral Evil
Advancement:          9-16 HD (Medium)
Level Adjustment:     ---

The Illithids study negative energy intently, trying to find some power over the Undead.  Some take the risk of conducting experiments with it.  The lucky ones merely die horribly.  The unlucky ones also die horribly, but their corpse becomes an open conduit, channeling negative energy from the Negative Energy Plane.  They are the stuff of their felllows nightmares, appearing as dried out husks of Mindflayer tissue.  Illithid Zombies are drawn to the living in order to convert them, and they will pursue tirelessly.

Improved Grab (Ex): To use this ability, the Mindflayer must hit a Small to Large creature with its tentacle attack. If it gets a hold, it attaches the tentacle to the opponent's head. A Mindflayer can grab a Huge or larger creature, but only if it can somehow reach the foe's head.

After a successful grab, the Mindflayer can try to attach its remaining tentacles with a single grapple check. The opponent can escape with a single successful grapple check or Escape Artist check, but the Mindflayer gets a +2 circumstance bonus for every tentacle that was attached at the beginning of the opponent's turn.

Extract (Ex): A Mindflayer that begins its turn with all four tentacles attached and successfully maintains its hold automatically extracts the opponent's brain, instantly killing that creature.

Energy Drain (Su): Living creatures hit by an Illithid Zombies tentacle attack gain one negative level. The DC is 14 for the Fortitude save to remove a negative level. The save DC is Charisma-based with a +5 Racial Bonus. For each such negative level bestowed, the Illithid Zombie gains 5 temporary hit points.  Multiple tentacle strikes upon the same creature cannot bestow more than 1 negative level per round.

Create Spawn (Su): Any living creature killed by an Illithid Zombie rises as a Zombie within 1d4 days (or an Illithid Zombie if the victim is a Mindflayer.

Negative Conduit (Su):  All turning checks made to turn undead take a -4 penalty, and turning checks to rebuke undead gain a +4 profane bonus within 30 ft. of the Illithid Zombie. Spell resistance does not apply to this effect.  Necromancy spells cast within this area are cast at +2 Caster Level as well.

Lifesense (Su): Illithid Zombies may automatically sense Living creatures within 60' as thought they had Blindsight. They also automatically know the strength of their life force as if they had cast Deathwatch.

Rejuvenation (Su): Due to it's link to the Negative Energy Plane, it’s difficult to destroy an Illithid Zombie through simple combat: The "destroyed" monster will often restore itself in 2d4 days. Even the most powerful spells are usually only temporary solutions. An Illithid Zombie that would otherwise be destroyed returns to the place it 'died' with a successful level check (1d20 + Zombie’s HD) against DC 16. As a rule, the only way to get rid of an Illithid Zombie for sure is to destroy it and then cast Wish or Miracle (or find some means of severing the creatures tie to the Negative Energy Plane).

Combat: Illithid Zombies are mindless engines of death that simply attack the nearest living being.  Intelligent Undead are often found using them as a booster as well.

[bhu]

                      Golhoon
                      Large Construct
Hit Dice:             18d10+30 (129 hp)
Initiative:           +0
Speed:                20 ft. (4 squares)
Armor Class:          24 (-1 Size, +15 Natural), touch 9, flat-footed 24
Base Attack/Grapple:  +13/+25
Attack:               Claw +20 melee (2d8+8)
Full Attack:          2 Claws +20 melee (2d8+8) and 4 Tentacles +15 melee (1d10+4)
Space/Reach:          10 ft./10 ft.
Special Attacks:      Berserk, Improved Grab, Extract, Disturbing Presence
Special Qualities:    Construct Traits, DR 10/Adamantine, Low-light Vision, Darkvision 60 ft., Immunity to Magic
Saves:                Fort +6, Ref +6, Will +6
Abilities:            Str 26, Dex 11, Con -, Int -, Wis 11, Cha 1
Skills:               ---
Feats:                ---
Environment:          Any
Organization:         Solitary or gang (2-4)
Challenge Rating:     13
Treasure:             None
Alignment:            Always Neutral
Advancement:          19-36 HD (Large), 37-54 HD (Huge)
Level Adjustment:     ---

Golhoon's are Flesh Golems created by Githzerai mages from Illithids.  They vaguely resemble a 10 foot tall, deformed Illithid.  They are accompanied by a telepathic murmuring that terrifies those able to 'hear' it.  Listeners cannot relax in it's area of influence, and rumor has it one can go mad if they listen to it long enough.  Illithid's are terrified of them.  They are virtually immune to psionic powers, and have no brain to extract.  They are even more disturbed by the Golhoon's aura than anything else.  If they know what it is, they aren't saying, and neither are the few Githzerai who can make them.  They are few, because their creators tend to kill themselves.

Berserk (Ex):  When a Golhoon enters combat, there is a cumulative 1% chance each round that its amalgamated spirit breaks free and the Golhoon goes berserk. The uncontrolled Golhoon goes on a rampage, attacking the nearest living creature or smashing some object smaller than itself if no creature is within reach, then moving on to spread more destruction. The Golhoon’s creator, if within 60 feet, can try to regain control by speaking firmly and persuasively to the golem, which requires a DC 19 Charisma check. It takes 1 minute of inactivity by the golem to reset the Golhoon’s berserk chance to 0%.

Improved Grab (Ex): To use this ability, a Golhoon must hit a Small, Medium, or Large creature with its tentacle attack. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and attaches the tentacle to the opponent's head. A Golhoon can grab a Huge or larger creature only if it can somehow reach the foe's head. If a Golhoon begins its turn with at least one tentacle attached, it can try to attach its remaining tentacles with a single grapple check. The opponent can escape with a single successful grapple check or an Escape Artist check, but the Golhoon gets a +2 circumstance bonus on the check for every tentacle that was attached at the beginning of the opponent's turn.

Extract (Ex): A Golhoon that begins its turn with at least four tentacles attached and that makes a successful grapple check automatically extracts the opponent's brain, instantly killing that creature. This power is useless against constructs, elementals, oozes, plants, and undead. It is not instantly fatal to foes with multiple heads.

Disturbing Presence (Su): Any living or psionic creature within 100 feet can 'hear' the telepathic murmuring of the souls of the Illithids whose bodies make up the Golhoon.  Animals and Vermin will flee automatically on entering this area.  All other creatures  entering this area must make a DC 21 Willpower Save (Save DC is Wisdom based with a +2 Racial onus), rising to DC 23 if the target has telepathy or any Psionic Powers from the Telepathy Discipline.  If they fail the save, they are Shaken until they move out of range.

Immunity to Magic (Ex):  A Golhoon is immune to any spell or spell-like ability that allows spell resistance. In addition, certain spells and effects function differently against the creature, as noted below.

A magical attack that deals cold or fire damage slows a Golhoon (as the slow spell) for 2d6 rounds, with no saving throw.

A psionic attack that deals damage breaks any slow effect on the Golhoon and heals 1 point of damage for every 3 points of damage the attack would otherwise deal. If the amount of healing would cause the Golhoon to exceed its full normal hit points, it gains any excess as temporary hit points. For example, a Golhoon hit by an energy bolt heals 3 points of damage if the attack would have dealt 11 points of damage. A Golhoon gets no saving throw against psionic attacks that deal damage.

Combat: Golhoon's aren't much more effective than regular Flesh Golems are, unless someone is there to direct them and pump them up with psionic power.



Golhoon

"Good evening Gentlemen!  Allow me to introduce myself!  Grenak's the name, Golems are my game!"

"What in the Nine Hells is that abomination?  And why does it make my teeth itch?"

Anti-Illithid Golems...

"It's my new model of anti-Illithid Golem sir!"

"Golems have no brains, they're anti-Illithid by default."

"Yes sir, but this particular Flesh Golem is made from Illithids!  Guaranteed to give them the creeps!."

"I can't see behind those layers of clothing, but your Gith aren't you?"

Only the Githzerai...

"However did you guess sir? "

"Why are my teeth still itching?"

"Only the Gith hate the Illithids enough to consider making one of these without thinking of the repercussions."

"I had Gnome backers..."

"He's right you know, we're a little crazy too...is that a Mindflayer?"

"DEATH TO GRENAK!"

BAMF!