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Bestiary
Death Flayer (Undead Illithid)

CLIMATE/TERRAIN: Any subterranean
FREQUENCY: Rare
ORGANIZATION: Community
ACTIVITY CYCLE: Any
DIET: Carnivore (brains)
INTELLIGENCE: Genius (17-18)
TREASURE: S, T, X (B)
ALIGNMENT: Lawful evil
NO. APPEARING: 1-4
ARMOR CLASS: 5
MOVEMENT: 12
HIT DICE: 8+4
THAC0: 11
NO. OF ATTACKS: 4
DAMAGE/ATTACK: 2; see below
SPECIAL ATTACKS: Mind blast, see below
SPECIAL DEFENSES: Magical powers
MAGIC RESISTANCE: 90%
SIZE: M (6' tall)
MORALE: Champion (15)+special
XP VALUE: varies

What happens when these powerful mind benders come to the point of their death? For many powerfully evil mages, priests and even psionicists, have made successful transformations into the undead world as a lich. Others have become vampires who live centuries and continue to build their formidable powers of magic and mind. Why then is it so unlikely to find the illithids trying to do the same, extending their life though undead metamorphosis?

The undead illithid, or death flayer, is a transformed version of the evil and feared creature of the Underdark; its powers are still formidable and it continues to feed on the brains of any creature it encounters. Using its arcane and mental powers, it enslaves or destroys its foes. They are outcasts, soliatary renegades who wish to keep control of their power into their death rather than allowing their brain to return to the elder-brain, the pool of briny fluid that contains the brains of the illithid city's dead mind flayers.

Death Flayers stand about 6 feet tall and have rotting mauve skin, when the skin is there at all. The head resembles an octopus, with white eyes (no pupils are evident) and four tentacles around its mouth, a round, many-toothed orifice like that of a lamprey. The creature has three reddish fingers and a thumb on each hand.
Some particularly evil illithids go through the transformation when they are near the end of their natural life span. Their skin continues to decay as they grow older, but they retain their faculties and even grow in power.

Undead illithids have infravision. They can communicate with any creatures via innate telepathy; they have no spoken language, although they often accompany their thoughts with hissing, and the eager lashing of their tentacles. Death flayers dress in flowing robes, often with high, stiff collars, adorned with symbols of death and despair. As they age their concern for their apearance decreases and, in fact, many prefer to let their clothes decay as well for the terror effects it helps create.

Combat: The death flayer still attacks via the mind blast, projected in a cone 60 feet long, 5 feet wide at the death flayer, and 20 feet wide at the opposite end. All within the cone must make a saving throw vs. wands or be stunned and unable to act for 3d4 rounds. The undead illithid worried less about escaping with his victims, instead trying to take out the entire group, for he usually believes he is vastly superior to everyone and unsttopable even by group.

When the group is completely stunned, the undead illithid will move between the victims and devour their brains. When newly dead, they may still use their tentacles, but as their aging process continues, their tentacles will become useless and fall off. Then they will
As a newly created death flayer, the undead illithids continue to use several arcane powers, one per round, as a 7th-level mage. These powers grow with the age of the death flayer, as seen on the table below. All saving throws against these powers are made at a -4, due to the creature's mental prowess.

Mage Powers Summary:

Age:

Ability Level:

Powers:
125 or less

7

Suggestion, Charm Person, Charm Monster, ESP, Levitate, Astral Projection, Plane Shift.
126-250

9

as above plus Hold Person, Clairvoyance, Clairaudience.
251-400

11

as above plus Telekinesis, Hold Monster, Scare.
401-550

13

as above plus Mass Suggestion, Confusion, Dimension Door.
551-700

15

as above plus Feeblemind, Emotion, Phase Door.
700 or more

17

as above plus Contact Other Plane, Domination, Mass Charm.

Habitat/Society: Death flayers hate sunlight and avoid it when possible. They live underground, detached from regular illithid society. They tend to be loners, taking on slaves (at least two slaves per undead illithid - all the slaves are under the effects of a charm person or charm monster, and obey their masters without question) to serve them or creating zombies from the bodies of their victims. Theyw ill rarely be found within five miles of an illithid city, not wanting to content with the elder-brain's powers.

Death flayers are even more arrogant than normal illithid, viewing all other species only as cattle to be fed upon, and even viewing other illithid as inferior, needing to become part of the elder-brain to retain any power after death. A death flayer thinks his methof of eternal life is the most ingenious of all plans.

Ecology: Mind flayers live about 125 years. Death flayers can continue to live for centuries past that, the oldest known to be about 1000 years old. Death flayers do not procreate but do try to convince other illithids of their genius, killing them if they do not see the greatness that is the death flayer.

Undead Psionic Illithids
Psionic death flayers, have most of the same statistics and abilities as other death flayers. Instead of magic-based abilities, however, theirs are purely psionic. Psionic death flayers have a beak-like mouth and their powers continue to grow just as their magical brethren do.


Psionics Summary:

Age:

Level

Dis/Sci/Dev

Attack/Defense

Score

PSPs
125 or less

10

4/5/15

EW, II/All

= Int

1d100+250
126-250

12

4/6/17

above plus PB

= Int

plus add'l 14
251-400

14

5/7/18

above plus MT

= Int

plus add'l 15
401-550

16

5/8/21

All/All

= Int

plus add'l 16
551-700

18

6/9/23

All/All

= Int

plus add'l 17
700 or more

20

6/10/25

All/All

= Int

plus add'l 18

Undead illithids use psionics for attack, mind control, and travel. All undead psionic illithids start with the following powers:

Psychokinesis - Devotions: control body, levitation.

Psychometabolism - Sciences: body equilibrium (their only psychometabolic power).

Psychoportation - Sciences: probability travel, teleport. Devotions: astral projection.

Telepathy - Sciences: domination, mindlink. Devotions: awe, contact, ESP, ego whip, id insinuation, post-hypnotic suggestion.

Age & Ability Table

Age

To Hit

AC

HD

Int

Mage/Psion
Level

XP value
125 or less

+1

3

8+4

18

7/10

12,000
126-250

+1

2

9+4

19

9/12

14,000
251-400

+2

1

10+4

20

11/14

16,000
401-550

+2

0

11+4

21

13/16

18,000
551-700

+3

-1

12+4

22

15/18

20,000
700 or more

+4

-2

13+4

23

17/20

22,000

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