Help me beef up my Mind Flayer!

[DeathQuaker]

I am a GM running a campaign that will end within the next few sessions. The party's main nemesis has been an organization of assassins and spies known as the Ebon Serpent. The party knows that their leader may possibly have great powers of mental dominance, but they know nothing else about him.

Their final, climactic battle will end up being with this leader, who will turn out to be a mind flayer.

My dilemma is that a standard issue mind flayer is around CR 8. The party will probably be around level 15 by the time they run into him, so he needs to be more powerful.

I had a recent brainstrorm that since the theme of the group the Illithid leads is "Ebon Serpent" that it might be interesting to apply the half-dragon template to the flayer, making him black dragon kin. This would result in a pretty horrific looking monster, with stats that make him more of a force to be reckoned with. That still only puts him at about CR 10, with about 65 HP.

There are of course other options about adding class levels and the like. And the location of the fight will also put a damper on some things for the party (see below). I am not sure what would work best -- and if I want to add class levels, would it be better to forget about the half-black dragon and just give more class levels?

Other options are giving the Flayer some minions, but I'd like input on tactics and/or possibly what kind to use (constructs or undead might suit).

I'd appreciate any input. I want this fight to be *tough* -- this is the climax of a 2 year campaign. While it should be clear it's possible for characters to die in this fight, I don't want instant party kill. That's no fun for me or my players.

Things to keep in mind:

- First, I am running this as largely a core only campaign. Please refrain from grabbing solutions from various splatbooks, as I probably don't own them. I'm looking for creative but simple solutions that I can implement using what I already have.

Location:

- The fight will take place in a stone circular chamber, probably about 60' feet in diameter, relatively empty save for a stone table in the center with the MacGuffin on top. The only physical entrance will be the door the party comes through. The flayer entered -- and can escape by -- using a special artifact he wears around his neck.

- The chamber is under the influence of a barrier spell that blocks planar travel -- so no summoning, etc. (the artifact the flayer has bypasses this, but only affects him-- he still can't summon or go ethereal).

- The MacGuffin can't be taken off the table--only destroyed in a ritual (the party's goal) or subverted by magic for nefarious purposes (the Ebon Serpent's goal). The flayer will do all he can to maintain access to the MacGuffin, though will likely try to flee if the party overpowers him.

- There is powerful Negative Energy in the chamber. Dying there for anyone is not a good thing.

The party:

- Member 1 is a halfling CG Rogue/Fighter/Shadowdancer. He's an effective finesse based melee-er with a Shocking Rapier. He's mobile, and does massive scary damage when he manages to flank someone. He also can get his AC up to around 27 with various feats and equipment, making him hard to hit, and anything that requires a Reflex save is a joke to him. If he can't get a sneak attack off, his effectiveness is a lot more minimized. Some of his Shadowdancer abilities will be nerfed by the planar barrier in the room, so I don't want to restrict him too much more -- my main issue with him is finding a good way to keep him from flanking too soon and sneak attacking the flayer to death in two rounds. The player is experienced, adaptive, and creative.

- Member 2 is a human CG Cleric of a god of secrets, mischief, and shadows (domains: Knowledge and Trickery). She prefers standing back and fighting with her (powerful) magic bow, and moving in behind the meleeers to buff or heal them as necessary. She will buff herself and join melee if need be, but this is generally a last resort for her; she has a magic item that can give her 20% concealment for a few rounds, which helps in this case. Her primary weakness is the player more than the character -- she's very indecisive, and has never bothered to become as knowledgable of her spell list as she should be. But she's kind of a wild card -- she can hinder the party with her indecision, or she could come up with a creative solution with her abilities I might not have thought of.

- Member 3 is a human CG Ranger. He may take a couple levels of Barbarian or Horizon Walker by the time this combat occurs. He is a TWFer with a flaming warhammer and spiked shield. He does lots of damage but in little bits--damage reduction screws him up a lot (though MFs don't have DR). He has poor wisdom so very little spellcasting, just a good melee character. He often works in tandem with the Shadowdancer to set up flanking. Player likes up close and personal combat, and his melee abilities are his main schtick.

- Member 4 is a human LG Paladin. He's not an uber-tank as his points are spread a little thin (curse of Paladins), but a solid melee supporter with his axe and shield. His paladin abilities give him a good chance to save from the MFs attacks. He has an ability from his shield to instantly take half of another party member's damage if he chooses to (3x a day). The chamber's barrier won't allow him to summon his mount. Player's even minded and seems to prioritize supporting the party in combat as a whole rather than achieving max damage by himself.

- The party's obvious weakness is no arcane spellcaster support. Not sure how to best take advantage of this, however, beyond the fact that if I make him an arcane caster, they have no chance to recognize or counter spells.

- They rely on melee (with archery and spell support from the cleric) to do the majority of their damage. I don't want to completely deny them melee but I also know that if they flank the creature right away, he'll probably be dead before he'll get to do anything interesting.

- Nearly everyone but the cleric has a pretty high AC (and hers isn't bad), and they also hit pretty hard, so generally I need opponents with a good attack bonus (or other effective method to attack) and armor class to match.

Thanks for reading.

[Bryn]

One fairly easy way to deny them flanking and therefore rapid destruction of the Flayer would be flight. Since they have no arcane caster, they can only fly through certain very expensive magic items, so having the Mind Flayer cast Fly or Overland Flight on himself before the battle would be a fairly easy way to deny them these attacks. This would, of course meaningless if the PCs can fly, and in any case it perhaps isn't the best idea since they would have a hard time getting him down again (without Dispel Magic or similar), so some of them have to wait for the Cleric to take him down with the her bow. Naturally, if the chamber's ceiling is low, this would be pointless, but I get the impression that it's a fairly large room.

[Douglas]

For a simple (in concept and sources required, at least) way to play to his strengths, use the Psionic Mind Flayer from the Expanded Psionics Handbook and then add Psion levels. If you don't have that book, all you really need to know is that it replaces the "Psionics" entry in the Monster Manual with manifesting psionic powers as a 9th level Psion (Telepath). It's got a list of typical powers known, but you'll have to customize that anyway if you add more levels of Psion. The rules for Psions are in the SRD, along with the psionic powers overview and list of psionic powers (also by level), and pretty much everything else from the XPH except iconic monsters and flavor text.

[CthulhuM]

Well, I don't know if you include psionics when you say "core only," but if you do then beefing up the mind flayer should be really easy. The psionic version of the mind flayer (i.e. the one that actually uses psionic rules instead of spell-like abilities called "psionics") is treated as a 9th level telepath. I'm not clear on exactly what level your party is, but adding levels of psion(telepath) until his caster level is a few above the party's will definitely make him more dangerous (and psions and many psionics powers are in the SRD, so you can do this even if you don't have the book).

(EDIT: woo, redundancy!)

Alternatively, you could give him sorcerer class levels if you don't want to deal with psionic rules. The first 8 would be non-associated, so you could, for example, up his CR to 19 by making him a level 15 sorcerer.

And then, of course, there's always the option of giving him some dominated muscle to keep the players busy while he screws with their heads. Throwing in some Umber Hulks (CR 7) or Truly Horrid Umber Hulks (CR 14) would be both effective and appropriate.

[DeathQuaker]

One fairly easy way to deny them flanking and therefore rapid destruction of the Flayer would be flight. Since they have no arcane caster, they can only fly through certain very expensive magic items, so having the Mind Flayer cast Fly or Overland Flight on himself before the battle would be a fairly easy way to deny them these attacks. This would, of course meaningless if the PCs can fly, and in any case it perhaps isn't the best idea since they would have a hard time getting him down again (without Dispel Magic or similar), so some of them have to wait for the Cleric to take him down with the her bow. Naturally, if the chamber's ceiling is low, this would be pointless, but I get the impression that it's a fairly large room.

It's an interesting idea. I was planning for the ceiling to be domed, so the center of it is probably high enough for the flayer to fly above their heads, but not too much higher, so he probably would have fairly limited maneuvering. Those conditions might be enough to keep it from being completely frustrating, but still challenging.

The party does not have access to flight. I think I was considering having them find a potion of flight or two in the area they are currently exploring, but they are likely to also use them in the area they are currently exploring, before they encounter this creature. Not that I should count on that--but if they save them, good for them. And the shape of the room would still limit their maneuverability too. Hmm.

Douglas

I don't have the expanded Psionics handbook, but psionics are of course appropriate to the creature. I'll look up the relevant info in the SRD.

Thanks.

[....]

If any of them has low Will saves, give the MF something like dominate and turn them against one another.

Also, if you don't want to give the Illithid minions, consider adding activated traps to the room that it'll be able to use on the PCs to slow them down. Or give it scrolls/spells/powers specifically designed to counter the party's strengths and exploit their weaknesses. This illithid has been clashing with them beind the scenes for awhile yes?

And don't make the mind flayer half-dragon. Just a personal gripe I have, but the way illithids reproduce excludes them being half anything (and don't get me started on illithid heritage)

[bosssmiley]

Three little words: "Lords of Madness".

Core only you say? Advance the BBEG's sorcerer levels per the advancing monster guidelines in the MM, or rebuild him as an advanced Psionic Mind Flayer (per the Psionics section of the SRD) for additional CR-b0rked GM ~evil~ cheese. Players HAET BBEGs with full caster progression.

Give him minions, lots of them. Tough in their own right.
Give him GM fiat plot cheatery to reflects his genius intellect and inhuman cunning (eg: he has metagame knowledge, like knowing - and preparing counters for - the players' favoured combat strategies).
For added insult parody the characters own strategies back at them ("I learned this trick from scrying on you. Not bad for food animals...")
Bring on the complications! Hostages, evil reinforcements, trapped terrain, etc.

[SadisticFishing]

Yeah, you can do a lot with him, depending on how you want the fight to go.

But this post is really to respond to Illithid Heritage - seriously... what!? How does that make any sense at all?

[Behold_the_Void]

I say go Psion. Remember, base Illithid HD stacks with Psion levels for powers.

[Fax Celestis]

Tauric Illithids (that is, Illithids with more than one head) are extra terrifying. The template is somewhere on the WotC website, but I can't seem to find it right now.

EDIT: The Multiheaded Template might suffice for you. It adds HD, so you'd get more HP out of the deal too.

[Mewtarthio]

Yeah, you can do a lot with him, depending on how you want the fight to go.

But this post is really to respond to Illithid Heritage - seriously... what!? How does that make any sense at all?

Apparently, Illithids evolve naturally at some point in the future (unless our timeline deviates too much), so the Illithid Heritage guys are actually the ancestors of Illithids. Yeah, that's right: Illithids are so badass that their ancestors take on the traits of them!

As far as Half-Dragon goes: You could always blame it on a MacGuffin-powered transformation (and, hey, it's the last fight of the campaign, so your PCs can't abuse it).

Tauric Illithids (that is, Illithids with more than one head) are extra terrifying.

Are you sure that's tauric? I'd think a tauric Illitid would be a monster with an Illitid head and torso but an animal body (*shudder*).

[purple gelatinous cube o' Doom]

I"d give him some wizard (or any other arcane class for that matter) levels. That should do the trick.

[Fax Celestis]

Are you sure that's tauric? I'd think a tauric Illitid would be a monster with an Illitid head and torso but an animal body (*shudder*).

Right, wrong template. Multiheaded (which I linked to) is what I was thinking of. There's also Chimeric out of MM-III.

Still, Tauric Illithids are scary too.

[The_Snark]

On the slightly off-topic question of Illithid Heritage and illithid half-breeds—I've always treated them as the result of mind flayer experimentation. Illithid Heritage represents having been experimented on in the past, or being the descendent of an escaped experiment. Illithids with the half-something template are the result of mind flayers implanting tadpoles in nonstandard creatures; a half-dragon mind flayer could be the result of an implanted half-dragon, a half-fiend mind flayer is the product of implanting a devil.

Psion is probably best if you're using them.

[Mike_Lemmer]

Give him minions, lots of them. Tough in their own right.
Give him GM fiat plot cheatery to reflects his genius intellect and inhuman cunning (eg: he has metagame knowledge, like knowing - and preparing counters for - the players' favoured combat strategies).
For added insult parody the characters own strategies back at them ("I learned this trick from scrying on you. Not bad for food animals...")
Bring on the complications! Hostages, evil reinforcements, trapped terrain, etc.

Whoa, I know you need to show he's smart & cunning, but I draw the line at GM fiat plot cheatery. The GM should have an explanation for anything he knows besides "I know because I'm the GM's pet monster!" Any method he uses of spying on the PCs requires saves or skill rolls, giving the PCs a chance to bugger it up. If you give him the information without giving the PCs a chance to screw it up, they'll feel cheated.

Scrying can be negated by saves and is iffy at best; the typical PC adventures/fights 1-2 hours a day tops, how will he know exactly when to tune in?

Raising a dead minion and questioning him about the PCs' strategies could work. Sending a spy against them works (but requires Spot/Listen checks). Dominating a former ally and questioning him about them works (but starts rumors about his disappearance/behavior). Figure out what method he'd use, how the PCs could bugger it up, and what information he wouldn't get from it. If knows almost everything about them, but is surprised by a few things, it feels more realistic.

Other than that, definitely have a few minions with him. I'd suggest not all of them be dominated, though.

[tannish2]

well. the ulitharid from lords of madness (like libris mortis for abberations) is CR 12 basically just a super mind flayer, add a couple psion levels (have them stack with mind flayer caster level) and your good. have him get at least a potion of fly but if you absolutely cant get your hands on that one then i guess psion (or sorcerer if your a nonpsionic campaign, or, if the players just havent asked then add a few psion levels to your mind flayer take away his spell-like abilities and replace them with their psionic equivelants will suprise the players, but wont be overpowered, and make him a blaster so that he has fewer save or die spells, also a psionic blaster can choose fortitude (cold damage) or reflex on most of his blasting spells, so it works quite well and there wont be too many save or dies, which are fun for everybody.) oh, and if you make him a psionic mind controll thing, look at the thrallherd class from (well you dont have it, but i think its in the SRD under psoionc presteige classes)

[Anxe]

Give the mindflayer some Grimlock minions and max it's HP. Might want to buff the grimlocks too. The perfect template, Voidmind is in the Psionics handbook, but if you don't have that then just increase their size to large.

[Bunny of Faith]

This is more out of curiosity, but could a mind flayer become a lich?

[Mewtarthio]

This is more out of curiosity, but could a mind flayer become a lich?

Not a normal lich, since he's an aberration, but there's still a special Illitid lich template (I believe it's called "Alhoon").

[The_Snark]

Technically, the standard lich template only applies to humanoids, but somebody at Wizards also liked the idea, and so there's a mind flayer lich in Lords of Madness. The rules aren't actually any different.

(They're pretty tough, though; mind flayer CR plus 11 class levels plus the increase from the lich template.)

[Balkash]

natni8: yes, mind flayer liches are called alhoans (i know its spelled wrong, but its close). those are scary


but anyways, if you do have wizard or sorcerer levels on the flayer, maybe you could choose to use spells with ranged touch attacks? im assuming the players AC's are much lower for touch attacks. If not, then try area spells or grease or web to try to get around the high AC's.

:triple repitition, yay!:

[ocato]

Ooh! Puzzle room! Make the room have different color/shaped tiles that operate as traps and switches while the mindflayer flies around shoot them with his wizard levels. Make the tiles electrified, open up doors with traps and guys who rush in, and some of them lower the ceiling or bring up platforms/raise the tile magically. Might be fun.

[Irreverent Fool]

And don't make the mind flayer half-dragon. Just a personal gripe I have, but the way illithids reproduce excludes them being half anything (and don't get me started on illithid heritage)

Illithids don't breed, they stick little larval illithid spawn in your ear and you become an illithid after some nastiness and brain-eating. This is true. However, sometimes things go wrong or illithids experiment by implanting the larva in non-humanoids.

I don't really see the problem with half-illithid things. Obviously the transformation didn't work entirely. There was this nice little 2nd ed. book that was all about illithids, unfortunately my copy was ruined by water damage. I'll post the title if I can remember it. It really didn't use too much in the way of stats, just described society and how things came to be.

If you're going to give the illithid class levels, my personal favorite is barbarian. Your little squid-faced friend blasts a little bit and then picks up his greatsword and uses deathblow to coup-de-grace anyone stunned by his blast (might want to up the DC with some spell-like feats. Names escape me) as standard actions then proceeds to go into a rage and start hacking like crazy while swooping down on the party with that flight spell that was mentioned (So sorc/barb I guess). If you want to be less deadly, don't do the coup-de-grace bit.

One suggestion: Don't have him try to eat brains in mid-combat. I can't see why an illithid would do such a thing.

[AslanCross]

natni8: yes, mind flayer liches are called alhoans (i know its spelled wrong, but its close). those are scary

Alhoons. :D

I think it would be a good idea to give the Illithid some companions. A couple of enslaved ogre barbarians would be good. If you want a higher encounter level (what's your target, anyway?), a couple of Iron golems might be quite a challenge, and they could be programmed to "bull rush anything that gets too close to me" by the boss, just to prevent sneak attacks.

There's also an Illithid with sorcerer levels in the Monster Manual. I think a Half Black Dragon Illithid sorcerer would be a terrifying foe.

[Belteshazzar]

A Mind Flayer may have a pool or well of spawn with which to focus it's psionic abilities. The singular power of a lone spawn is not grand enough to do more than emit emotions, but in a swarm...

A cool battleground could be on a slippery checkerboard of crystal with the black squares being represented by deep dark spawnfilled water and the white squares are represented by smooth crystal leveled with the water.

If you want to get really mean then the crystals could be moved up or down during the battle. All you need now is a pipe organ and give the mindflayer a cloak and a brilliant energy weapon *coughlightsabercough* and you are set.

P.S. The Psionic Ithilid is more powerful ,but the only thing it misses out on is the ability to use its planeshift ability as a touch attack (Planeshift: when "Go to Hell!" is a command, not a request.)

[DraPrime]

I know you said core only, but Book of Vile Darkness has one great PrC that I would recommend, the Soul Eater. I once used one in a campaign as a villain, and when I said to the player "Your soul was sucked out, and you rise as a wight." the look on my players' faces was hilarious. Nothing freaks people out more than a mindflayer that can take your soul and make you his slave. But if you don't want to do this then just go with making it a psion.

[Citizen Joe]

Go with the genius mind, insanity, puzzles, minions, planar mucking and the fact that he WANTS powerful adventurers to show up so he can turn them into minions.

When they find the mindflayer, it won't be the mindflayer. When they bypass a trap, its because they are getting ensnared in an even larger trap. Use repetitive identical rooms to make them think they are going in circles. At some point, duplicate at least one of them with a mirror of opposition. Then separate them and have dopplegangers duplicate them. At another point, separate them again and hand one of the players a note. Eventually, use phantasms to make them think that they are fighting the mind flayer when in fact they are targeting each other. Have a gate open in front of them with three of the party, beaten down and worn out (future selves, sans paladin), then give the current party some red herring "You will know when to use this." and then point at the Paladin and say "This is all your fault! We told you not to wear that helmet!" Then have the 'future selves' jump back into the gateway. The future selves are really dopplegangers with some sort of D-door abilities and some illusions. The red herring is really a means for the mind flayer to eavesdrop on the party.

[0oo0]

If you want to take the Mind Flayer in an entirely different direction than expected, make it an Ithilid Body Tamer, from the Underdark source book. Beef it up with some tentacle extensions, and you have a melee monster.

[DeathQuaker]

Thanks all for the great responses; I don't think I've ever gotten this many replies to anything I've ever posted here. :)

Am looking at the Psion and Psychic Warrior classes.... though I am wondering if it's not such a good idea to bring in classes/abilities I've never really worked with before for a final battle (nothing's worse than having the big battle and having the GM go, "Oh, wait, let me double check to see what this does...). I am however giving myself plenty of time to prepare for this, so I'll see what I can do. I'm also looking at Sorcerer and Cleric. (I've been thinking about it, andBlade Barrier would be a cool thing to throw up against them, to help keep them from flanking.)

The suggestions for nasty puzzles within the room are great in theory, but unfortunately don't quite fit the scenario for the encounter. The area where the fight will take place doesn't belong to the flayer.... basically, both the flayer and the party are trying to get to this buried chamber with the MacGuffin in it, the Flayer's gotten there first and the party needs to stop him from doing nasty things with the MacGuffin. So he won't have had much time to subvert the chamber for his uses; it just wouldn't make sense in a way that the players would definitely call me on it (and rightfully so).

He might be able to dominate some other creatures nearby... the chamber is int he center of an underground complex of tunnels, and there are some delvers in the area.... Anxe's suggestion of Grimlocks is a very good one too; I'd forgotten about them, and they suit the scenario perfectly.

Re: intelligence on the party: The Flayer dominated the leader of the investigative agency the party was working for, so has intelligence on the party via the agency (oddly, the party met the leader and thought he was acting strangely, but decided it just meant the leader was a jerk, not that anything nefarious was going on). Fortunately for the party, they've been away from the agency for about a month, so his knowledge isn't up to date, but what he does have is solid. He will have reasonable knowledge about the party. He won't know their every move or every piece of equipment they have, but he will be relatively prepared for meeting them.

The_Snark mentioned the half-dragon template being a result of experimentation, which is exactly what he would be if I decided to go that route.... he's a bit of an outcast, not been with his own society for awhile, and him being an aberration among aberrations suited my idea for him.

Thanks again for the posts -- and please post any other ideas you have! I appreciate your efforts.

[Reel On, Love]

I'd definitely use Psion. Psionics is pretty simple--just read the powers and reread the rules beforehand. The important things to remember are Manifester (Psionic Caster) Level determines how many PP you can spend on each power. Augmenting powers does exactly what it says it does for each power--you spend extra PP for a particular increasive in effectiveness, for example, Energy Ball lets you get an extra die of damage for every PP you spend--but unlike Fireball, Energy Ball doesn't scale automatically! Manifest it with 5 PP (the minimum) and it will do 5d6. Augmenting a power is basically like manifesting a higher level version of that power.

Another advantage of using Psion is that Mind Flayers are telepaths, and so have access to the Schism power, which effectively gets the BBEG more actions (good against a party).

You could also use the Thrallherd prestige class, giving him melee thralls to guard him.


As re: the Dominated leader, I think it's something like a DC 15 Sense Motive check to see that someone is under the influence of a Dominate; hopefully you gave your party that.