That old chestnut? Mind Flayers on Athas

Yes - another illithids in the Dark Sun setting thread. Or how mind flayers can be fit into the Dark Sun setting without radically changing the setting.

All of the proposals for illithids on Athas that I have seen require extensive retconning, which is fine except that retconning (when not presented as a variant rule) has low levels of acceptability among the fans/players. So how can we bring mind flayers to Dark Sun?

Its not hard. Mind flayers first came to Athas in Free Year 6, during the time that the Black Spine adventure takes place. The illithids were keeping a close eye on Queen Trinth, because they saw in her the potential for sparking a githyanki civil war. Through servants, the illithids subtly supported the rise of of Queen Trinth.

The illithids had an astral spy ship, a Nautiloid, close to the gith city of Galnaki, Queen Trinth’s stronghold city, when Queen Trinth by unknown means effected a dimensional shift for the city and its surrounds (including the Nautiloid), moving the city to the Athasian side of the Gray. The illithids were trapped.

Shortly prior to the defeat of Queen Trinth, the illithids managed to bring their Nautiloid to Athas, where they have been ever since. Establishing themselves somewhere in the Tyr Region underdark, they have taken over a hej-kin enclave, enslaving the hej-kin clan residents. The illithids have been frustrated by the mindhome folk, who are strangely resistant to illithid mind bending. Therefore the illithids are practicing a policy of exterminating mindhome folk in the vicinity of their enclave.

There are currently 200 mind flayers in the colony, and not nearly enough food. Half of the colony lives elsewhere at any given time, and one illithid has been dispatched to live openly in each of the cities of the Tyr Region. What the illithids lack in food, they make up for in gold, and there is a quiet trade of purchased food slaves going to the illithid enclave. The mind flayers are able to move about openly if they wish because they have no reputation on Athas.

Current Plots

*Seven illtihid diplomats have been sent to the seven cities of the Tyr Region to establish open contacts with the various governments.
*100 illithids are out of the colony throughout the Tyr Region procuring food for the colony, by both licit and illicit means
*The colony lacks an elder brain, so the colony is desperate to establish one. Usually this requires the presence of a ulitharid to be the foundation of the elder brain, but the colony does not have an ulitharid at present. They are trying to figure out an artificial means of producing a tadpole that will become an ulitharid.
*The illithids want to learn about the local psionic practices, some of which are unique and they have never seen before. Enslaving psions is easier said than done, so some illithids are attending psionic academies in disguise.
*One of the slave tribes near Raam has been taken over by a small group of illithids. Raids from this tribe, including on other slave tribes, has increased but they mainly seem concerned with taking prisoners.
*A tribe of gith have proclaimed a desert prophet that will lead them back to glory.
*In the city of Raam, Abalach-Re finds the physical appearance of the illithid sent to Raam to be hilarious, and invites the illithid to become a templar. The illithid diplomat accepts, and takes a level in the templar class. The illithid templar finds that Raam is rich in opportunities to feast.
*Slave prices have spiked, even for the old and infirm.

Reconciling the magical and psionic illithid

There are two versions of the mind flayer, the standard version and the ‘psionic’ version. Both versions are kind of lame. The psionic mind flayer cannot spam mind control abilities. The standard mind flayer has no particular affinity with psionics if it takes manifesting class levels. My version takes the standard mind flayer and adds the following two abilities to reconcile the two.

Mind Flayer

Psionic affinity (Ex): If a mind flayer has levels in a psionic manifesting class, its racial hit dice stack with its class levels for determining manifester level the psion class. For example, a mind flayer with 1 level of psion has a manifester level of 9. This is the equivalent of the epic practiced manifester feat, and for all purposes a mind flayer is considered to have practiced manifester and epic practiced manifester for prestige class prerequisites. Already having both these feats, mind flayers may not take these feats for the psion class.

Mind Flayer Racial Powers (Ex): Mind flayer have a number of powers that they add to their known powers list (if they have levels in a manifesting class) as soon as they are able to manifest them by virtue of their race. The mind flayer knows the following powers in addition to whatever other powers it knows: 1st—defensive precognition, detect psionics, mind thrust, psionic charm,
vigor; 2nd—body equilibrium, ego whip, id insinuation, psionic levitate, psionic suggestion, read thoughts; 3rd—body adjustment, dispel psionics, mental barrier; 4th—intellect fortress, psionic dimension door, psionic dominate; 5th—mind probe, psionic plane shift.

I’m looking forward to hearing any additional ideas about mind flayers and their activities on Athas.

Am I reading this right? You propose giving 8 Manifester levels (with powers known) to Mind Flayers for free if they take a level of a Manifester class? Because that sounds … unbalancing (without altering their CR).

Also, it’s been a while, but I thought the Githyanki City in Black Spine was (canon) in the Astral.

Otherwise, it sounds like a simple way to slide 'Flayers into DS.

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Yes. That is the proposal. To be clear, it’s manifester levels only, not power points per day and powers known, except the powers they get by virtue of being mind flayers, which at 1st level psion is whatever they chose plus the 1st level psionic powers listed above. Yes, it’s powerful but they have horrific level adjustment so illithid PCs cannot unbalance the game and as always DMs have to adjudicate CR. A 1st level mind flayer psion is only impressive in that it can manifest a power at 9 manifester levels, and augment powers up to that level as well. But they don’t have the PP to do much with it. I will revise the wording for clarity.

The alternative is going with the psionic mind flayer from XPH, which is quite the pushover in psionically advanced Athas.

Yes, but I am saying that Astral Plane was actually a planar bubble. Yes, it was the Astral, but only part of it lifted wholesale and made conterminous with Athas.

Yep, that’s the plan. Most implementations of mind flayers on Athas have them deep in Athas’ history, which is difficult to reconcile with the rest of the lore. This neatly sidesteps any issues of lore.

That wasn’t immediately clear from your original post, but was what I was hoping you were going for. Seems reasonable.

I think you could at least use better language for ML boost. Something closer to the Hierophant PrC maybe…

I’d maybe just reduce the LA from +7 to +4. They can still spam out Mindblasts.

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I change the language already. It works just like practiced manifester (and epic version), and they are considered to have the feats.

LA is for mind flayer PCs. An all mind flayer Dark Sun campaign might be interesting. The PCs could play a beyond morality kind of campaign, where the needs, rights and morals of lesser beings have no bearing on the nutritional needs of the illithid PCs.


Yes, I know how LA works, thank you.

From your response, now I’m confused about your intentions. You’re clearly thinking about both monster and PC Mind Flayers:

If you want psionic Mind Flayer enemies to stand tall vs. PCs, then no change is needed: an (unaltered) enemy psionic Mind Flayer still has the same “screw-with-people” abilities in a long-term adventure/campaign, and still has the same combat potential in a battle measured in rounds.

The problem is Mind Flayer PCs. A unaltered psionic Mind Flayer PC will have: 8 HD, ML 9th, BAB +6, good PR, Telepathy, and At Will Mindblast, @ ECL 15. Reducing LA by 3 will get you to ECL 12, letting a Mind Flayer PC stand taller against other psions - half of your stated purpose.

If you’re going to change things, I’d worry more about At Will Mindblast. A PC is going to use it like a hammer (in a: “When all you have is a hammer, everything looks like a nail.” way). I’d limit Mindblast to 3 + Cha modifier /day, so a PC would EVENTUALLY have to do something else.

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My intention with the OP is exclusively with mind flayer NPCs. I mentioned the possibility of PC mind flayers because you brought up Level Adjustment.

The XPH mind flayer can indeed perform in an encounter, but arguably cannot maintain a mind flayer colony without the ability to spam their charm powers. The regular mind flayer can do this task, but has a favoured class of wizard, which makes sense really because the regular mind flayer has no affinity with psionics at all. What I am trying to do with my modification is to give the mind flayer back the affinity to psionics.

The alternative is to simply combine the regular mind flayers and the psionic mind flayers. Take the psionic mind flayer and simply add these special abilities:

Psionics (Sp): At will—charm monster (DC 17), detect thoughts (DC15), levitate, plane shift, suggestion (DC16). Effective caster level 8th. The save DCs are Charisma-based.

Now the psionic mind flayers can do what they are purported to be able to do. They are also considerably more powerful than my proposal. I think both methods work. Just combining them is a lot less convoluted that my proposal, however.

A PC mind flayer requires DM adjudication, as you point out. Its not really my thing.

Call me names all you want, but I just don’t like the idea of illithids on Athas. I mean, Athas is a terrible place, why would they even want to go there?
However, if you insist, they should be more brutal, more Athasian. Different from other (aka lesser) settings.
Perhaps some illithids got trapped on Athas centuries ago and have evolved into something more monstrous and more savage.
Just a thought.

Edit: Thinking about it some more, The Order might destroy illithids if they were too common, or too open.


Thats the route I went. They had a conflict with the rhulisti in the early Blue Age and became trapped when whatever caused the Gray to be created (Negative Energy spilling into both Athas’ boarder Ethereal and Astral for my game).

The illthids have remained hidden and only have started to grow their influence over the last several centuries.


Given their need of an elder brain, I would have them looking for anything similar they can find, to try to emulate it. So I’ll have them looking for the Centennial Brain or even the Chanth.


Looking for ways to protect them selves from the rays of the crimson sun on a planet with little to no underdark.


Nothing moisturizes the skin like a few extra brains a week.

Dampsuits and glaregoogles for everyone!


There are localized Underdark areas on Athas they could live in, and if there aren’t in a specific area they can get their “workers” to dig one out, I’m sure.

I think labeling them as “Underdark” is generous, but agree that there are scattered underground pockets that they could hunker down in.

The ‘Dungeoneer’s Survival Guide’ from 2e gives many variations of so called “Underdark” it doesn’t have to adhere to the FR version of an entire planet wide Underdark. There are 4 theories presented in the book, The hallow earth theory, the Swiss cheese theory, the isolated pockets theory, and the partial connection theory. Athas would probably fall between the Isolated pockets theory or the partial connection theory.

That book is well worth looking at before you pass judgement on what your Underdark looks like.

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I’m familiar with the Dungeoneer’s Guide. I just don’t believe Athas has anything remotely expansive to be called an Underdark. There’s surely large caverns and cave networks but nothing like other worlds like Oerth or Faerun.


I don’t subscribe to the “lots of water in the Athasian Underdark” pitch, but there should be at least SOME life underground.

Here IRL on earth with (relative to FR) only the barest hint of an underground environment, life still often thrives underground. Not to the extent where it would support a colony of Drow, but bats, cave fish, blind insects, etc.

If we turn that idea up to “11” for Dark Sun and toss in psionics, we should at least get psionic mosses and bats and monsterous spiders catching the bats, if not a lot more terrifying things. Hej-Kun already live down there.

Given this, a complete lack of Athasian Underdark seems like either a lack of consideration towards setting-logic or personal preference (no judgement either way).

But the Athasian Underdark probably shouldn’t be teeming with life like mushroom forests and Mind Flayers colonies if you’re a stickler for canon.


It’s Dark Sun, and therefore “not your father’s underdark”. I am sympathetic to the “isolated pockets” underdark suggested upthread by Jason_Goff. The isolated pockets works better because you don’t have to account for an entire Forgotten Realms type underdark, and you don’t have to explain why people cannot access deep earth ore deposits.

Just because there is life down there doesn’t mean that it’s the kind of lifestyle that most surface dwelling humanoids could survive. The creatures down in the underdark pockets would be adapted to it.


I agree with redking. Many staples of Dark Sun would be lost, if an Athasian Underdark were expansive. Such as: The Harsh sun beating down on the PCs, no shade to be found, little plant life to be found, bands off marauding elves and thri-kreen running across the desert sands, etc…
Pockets of underground exploration work just fine and force the PCs to the surface.
I feel an expansive underdark would make it feel like you’re playing forgotten realms with psionics.
To get back on topic, if illithids are introduced, they should be more monstrous. Savage, with shoulder spikes and tentacle spikes. Athasian illithids should have spikes!