A Mind Flayer's Breakfast

The natural moistness of Illah' s hand was viscous and clingy as his palms delicately passed over the unadorned stone walls of this human built structure. He could feel long strands of his own ichor stretching between his hand and the craggy imperfections of the wall, and Illah judged his pace not by footfalls but the tender sensation of release that traveled up his arm as each strand of mucus broke. All too soon the texture of rough granite gave way as the line of the wall transitioned from mundane to mystical. The feeling of mana summoned and spun into a solid was unmistakeable.

Illah spoke a word, and the wall of force he had summoned passed out of corporial existence. Beyond the space where the wall once stood Illah no longer needed physical sensation to guide his path because there was a mind behind that wall.
The four tentacles that grew out of Illah's boneless jaw stiffened with ravenous anticipation as the thoughts of that victim mind wetted his pallet. One step, two steps, three and then the powerful tendrils of Illah's foot wrapped around a vibrantly warm piece of paralyzed flesh. Illah knelt.

The dwarven woman before him had been on the road just before dawn when she and her two hammer mistress sisters came upon the path of Illah and his human companions. Illah could see the scar that watching her beloved warrior sisters die would leave on her mind if he allowed her to live. The exquisiteness of her suffering gave him pause. Illah would love to take the time to watch this compassionate and selfless intellect descend into the narcissism that is misery. With regret, he let his hunger over come him.

He reached out for his meal first with his hand. Illah's dank cold hand rested upon the cheeks of the warm blooded dwarven girl who's mind screamed 'mother, mother'. Her flesh was as different than Illah's as the stone was from the manna. She was all a fever with life and fear, and her face was wet with thin and inconsequential tears. Illah's own hand could now be seen clearly in her mind and thus in his mind as well. He was cold and his flesh oozed slime that crawled slowly between the hairs on her cheek. The power of Illah's own grey matter had taken away her mind's ability to command her body, and despite her complete desire to do so she was unable to struggle as the four snake-like facial appendages wrapped around her skull. Illah's circular razor toothed mouth found the burning flesh of her brow and he began to feed.

Her skull empty and collapsed Illah stood up as the sum total of the dwarf woman's life became known to him. With a morbid pleasure Illah spoke to the corpse of his newly intimate. 'Dwana, if I ever come across your mother, I will tell her your regret, and I will know if she ever forgave you.' With that he turned and walked out the granary. As the sun set Illah again gained the use of his eyes. Sitting on a broken mill stone a few feet from the mouth of the alcove was the blademaster Rodchenko. The wide bellied, longhaired man was focused intently on adjusting the harness of his heavy wooden shield. The middle yeared human warrior's will was too strong for Illah to read his thoughts, at least while he was awake.

Without looking up at the muscular, purple-skinned mind flayer Rodchenko said, 'The town of Yregusik, is five mile to the south. Are you going to need us, or will the creatures be enough tonight?'

Illah walked past Rodchenko and looked out at the darkening grassland and smelled the mass of minds to the south. He reached down to the saddlebag that Rodchenko had taken off the donkey and laid down on the ground. He took a bleached white horn of carved bone from the bag. Without looking at Rodchenko, Illah spoke in his hissing approximation of Rodchenko's language. 'I will blow the horn when the moon is three quarters high. My newborns will be waiting on all sides of the community, and they will descend upon the town with horn's call. I will return here before dawn. You and Maoshek can go to the town then. If there is still a survivor, bring it to me '

Illah walked out across the open fields towards the town carrying the mystical horn of Mourngrym in a hand wet with his excretion and the blood of the last innocent being to cross his path.
Rodchenko waited under the granary's awning and did not look in the alcove.


The plot assumes the PCs are outsiders to a region called The Hutte. Several towns in the Hutte have been completely destroyed. They are discovered with their gates open, sometimes forced, and most of their citizens dead or missing. The reports of the handful of dwarven caravan merchants and tinkers that work the Huttee trade routes suggest that the attacks happen over night. There may be a merchant that will relate that a town appeared normal on the day before, but was completely laid waste by the next day. There may also be rumors that the destruction of the towns is the result of a plague or a curse. Others may suggest that it was rival towns gone too far. The point is that the attacks happen quickly, without warning and the perpetrators of the attacks are not known. The merchants will also report that any surviving citizens are either violently insane, cowering in fear or catatonic so little direct information can be gained from them. The towns have been looted of a few choice items: gold, mystical relics and the types of things that a handful of people could carry off. The towns' grain stores and other bulk items of value are left untouched. The PCs can either stumble on to this or be hired to prevent future attacks, but there will be future attacks. The attacks are always at night.

These attack are engineered and carried out by the titular Mind Flayer. He is named Illah. His attacks always follow the same forumla. Illah has a magical horn that when blown drives those non Illithids that can clearly hear the horn's note insane. The result of hearing the sound of the horn clearly is that its victims are left either catatonic, inconsolably terrified and paranoid or violent and rage filled. Illah also has under his command monsters of his own construction. These are creatures produced by fusing the bodies of different animals and people into one violent and hideous beast. (Like the abominations in War Craft 3 but without being undead) These beasts are directly under Illah's control, and once the town has received a blast from the horn the beasts attack. At the time of the PCs arrival nothing is known about the creatures. When the PCs first encounter these attacks they will learn about them then (see clues and events below). Some people through luck or will power can resist the horn's scream and are left with their wits in tact. Illah's beast are sent into look specifically for those individuals. The beast will carry back to Illah any beings they can get their hands on, and he will in turn feed on their brains or experiment on them.

Illah's motivation in these attacks are three fold. One he gains a food supply from these attacks. Two he gains new material with which to conduct his experiments on living beings and their psyches. Three he is looking for an enemy or antagonist. Illah is not content unless he is engaged in conflict with another strong mind. The scholars and priests that provide leadership for these towns typically provide at least a degree of mental challenge to Illah, but what he really wants is to attract a truly challenging opponent. By finding a new and worthy enemy he seeks to replace the antagonistic relationship he had with first his brood mates, and later with a priest named Maksimov who sought to find and kill Illah.

After Illah's beasts have taken what he wants from the city. Illah's allies the human warrior monk Maoshek, the blademaster Rodchenko (see below), and the mage Baracus enter the town just before dawn. They clean up any resistance, do some minor looting, remove evidence and may even take credit for stopping the threat.

The Dark Hutte

Beneath the soil of the great grassland, Hutte, is an expansive layer of white chalk colored stone through which the rain waters and the rivers fleeing the mountains seek weakness. The fickle whims of the waters spent centuries carving sinuous caves only to leave them dry and empty when an easier path was found. Some of these aggressive waters found peace underground, and left behinds many lakes. These black billabongs were isolated from the sun, but connected to the surface via pits and caves that were exposed to the Hutte. This system of caves, tunnels and lightless lakes became known as the Dark Hutte. During the rainy season these gloomy and inkish pools would become rich with the mineral laden detritus of the surface. Life took foot in these caves, and so did a single Illithid, who chose one such pool in which to spawn his brood. These offspring would reach peak of expansion spreading out until they entered territory of the dwarfs beneath the northern mountains and followed the underdark rivers until they stagnated into deep lakes or rose from the ground as oasis in the southern desert. As the young Illithids fed they learned and grew in power, until they turned on their brood mates. Illah is the last of that founding brood.


This plot takes places on a large region of rolling hills and grassy plains. The region exists between a sea in the East, mountains in the North and the West and a desert to the South. There is not a lot of traffic through the region and there is not an external military threat to the region. My position is that while there is single dominate culture on the plains, there is not single government or Kingdom. There has yet to be a motivation for unification. The people live in independent walled towns, farm the surrounding area, and share a prime cultural commandment of self-reliance. On top of this culture of city-states (though I imagine these towns are all fairly small) there is a layer of loose extended family connections and small wars or feuds. The farming communities share another connection via a philosophy that champions personal property and entitled ownership. Thus, while the town may be governmentally independent, and fairly self sufficient they do follow similar philosophies regarding crime, ownership and punishment. A person of this culture may own lands or buildings in several towns with a reasonable expectation that his privileges of ownership will be honored even if he resides more or less in another community. It can also be assumed that if one commits a crime in a town than the neighboring communities will also consider that action a crime even if they chose not to carry justice on behalf of the other town. The offender will be viewed as a criminal even if he or she is not punished. The towns are ruled in part by councils or holy men or scholars, but also by oligarchies of 'big men or women' who are the rich and/or martially accomplished. The character Rodchenko is one such 'big man.'

The reason for this setting is to justify four things necessary for my conception of the plot. 1) The setting provides a number of relatively isolated communities that when attacked have no previously defined avenues of outside assistance. Having many small towns that will be attacked by the villains will give the PCs the opportunity to investigate the aftermath of several of these attacks as well to experiment with various strategies of dealing with the attacks. 2) The motivation of one these minor villains, Rodchenko, will be to resolve several feuds, acquire more personal wealth and to protect his own community. Several communities will never be attacked, the NPC Rodchenko functions as a big man in these communities, and he will seem unconcerned at the suggestion that these attack will spread to his favored towns. By having the communities set as rivals it partially justifies or rationalizes Rodchenko's action, and having Rodchenko's wives spread over multiple towns will provide clear evidence that the sparring of the Rodchenko friendly communities is not a coincidence. By following Rodchenko the PCs will be able to reach the Mind Flayer. 3) Having the communities share a cultural heritage and mores makes Rodchenko's actions both more despicable, and explains why he isn't bragging to everybody about how he developed a 'final solution' to the local feuds. 4) The open plains are intended to suggest a condition of exposure or vulnerability. The Mind Flayer character, Illah, has a long reach with his Psionic powers, and his magical horn that drive those who hear it insane is also difficult to avoid. A goal in running with this plains setting is to make sure the PCs feel like they have no place that is secure or sheltered.

Illah of the Dark Hutte carrying the preserved head of his brother Hallik

Illah lowered his body into the briny pool of his nest taking the freshly severed squid-like head of his brother Hallik with him. Submerged in the mineral rich water Illah let the stone and salty flavor of his bed water push into the grievous wounds Hallik had given him during their final confrontation. The deepest of these wounds was a cauterized puncture just above his right hip. The white hot piece of metal from Hallik's smelting pit had pushed at least 18 inches into Illah's flesh. The hard water in which Illah was now submerged worked slowly in the wound. As the scab and clots of the wound loosened a stream of descrete ebony bubbles flowed out of it. This was not blood. These were Illitid roe. Hallik had punctured and ruptured Illah's egg sack. Illah realized that he would never be able to spawn his own brood unless he captured another Illithid, stole its eggs and fertilized them with his own seed. But holding the head of the brother he had slain Illah had no remorse for his unborn children. Illah's own father had been the first Illithid to migrate to the Dark Hutte, and gave birth to Hallik, Illah and all their siblings. The children had not done their father same kindness Illah had shown Hallik. They had taken turns consuming their father's powerful mind.
The feud with Hallik had been the longest of Illah's brood fights, and now that it was over Illah entered in fitfull and tormented sleep as the nightly dream struggles commenced between he and his brood mates. Every cycle (there is no day or night in the Dark Hutte) the unconscious Illithids of the Dark Hutte wrestled constantly in their sleep and the fatigue generated by those fights by which a Mind Flayer marks time. Each dormant mind trying to block out the other or dominate the will of another. But on that night his night terrors did not reach their usual crescendo without Hallak to push Illah's mental limits.

Clues and Events

As stated above I envision this plot progressing with the players coming into the area as outsider. Let us consider two possibilities for the PCs' introduction to the antagonists. One the PCs stumble upon one these attacks at night while it is in progress and attempt to thwart the attack, or two the PCs enter one of these destroyed towns during the day and investigate the attack.

In the first example the heroes will come upon one of these walled towns after the horn (see plot section above) has been blown, but just as the hybrid creatures are attacking. The horn has to be heard clearly (a usefully slippery adjective) for it be effective, and in this imagining the PCs were too far away at the start of the attack to hear it clearly. The attacking creatures are specifically instructed to seek out those individuals not affected by the horn, and this will include the PCs. The creatures should be difficult to take down, but no more than a match for single party member and single beast should easily bested by two or more of the group. The beasts should be resistant to charm magic or other spells and enchantments that would to immobilize or coerce them. The creature will have an anguished evil or corrupted alignment and will fight to death always. However, not all the creatures should attack the PCs. Some the creature should be taking other people out of the community, and back to the mind flayer.

In addition to the creatures the PCs will also have to deal with a portion (30%) of the towns people who have turned violent and murderous because of the horn. The challenge with these people will be to subdue them without killing them. I suggest not making the curse of the horn temporary, but giving the PCs exclusively some way to remove the curse. If the curse can be removed it will help move the plot in four ways. 1) Because the PCs can remove the curse, and the people of the Hutte could not it reinforces how essential the PC intervention is for the survival of the area. 2) Removing the curse allows a survivor to relate how he or she was driven insane by the awful call of a horn. This will give the PCs a chance to plan a counter strategy to the horn if this plot progresses to another encounter. 3) Being able to remove the curse will encourage the PCs to directly intervene in future attacks, because if they can just keep the people alive then everyone will be fine in the near future. 4) If the curse can be removed than if a PC gets afflicted it will not kill the game.

Once the PCs have dealt with the violence in the town (or not) they may follow the creatures carrying away the town's people. This is very likely to lead the PCs to the Mind Flayer. I suggest letting the PCs have a confrontation with the Mind Flayer. My goal here would be to have the Mind Flayer flee or the PCs flee, but in either case the fight will not be decisive. The Mind Flayer and his creatures should be a fairly even match for the whole party. The difference maker in the battle could likely be who is trying to get away with the captured humans. I suggest having the PCs able to rescue the town's people but have the Mind Flayer escape (he can teleport, see Villains below). Again this will force the PCs to do more preparation for the next encounter.

After the battle has peaked and the PCs are wrapping up or fleeing the rest of the Mind Flayer's party will arrive just before dawn. The Mind Flayer will go back into hiding. The Mind Flayer's allies are lead by a man named Rodchenko. He is from the Hutte and his wives and his families live on the Hutte still, just in different town. Rodchenko will not attempt to fight the PCs without provocation. Rodchenko will not acknowledge any connection to the Mind Flayer or any knowledge of the Mind Flayer. Rodchenko will claim that arrival of him and his party was completely random, and more explicable than the presence of the PCs. He should treat the PCs with suspicion and hostility. Rodchenko's goal here is to get the PCs to stop meddling in the events of the Hutte. While Rodchenko will fight spiritedly and without offer of quarter if attacked, he is not assertively violent. He is however ruthlessly violent when threatened. He will try and talk the PCs into leaving.

If we go with the second option and the PCs investigate an attacked town the day after an attack let us assume the PCs arrive right at dawn. The PCs will encounter Rodchenko and his human allies looting the town and killing some of the surviving towns people who had gone violently insane. Rodchenko will deny any involvement in the attack and point to the corpse of one of the creatures as the real culprit (This assumes that someone in the town put up enough defense to kill a beast. Normally Rodchenko would have hidden the beast, because it is made of people from locale towns. Local NPCs from the Hutte would recognize some the people who were sewed into the monster. But the PCs got to the town before Rodchenko could hide the creature.) Again as above the PCs should be able to reduce or remove the curse on a survivor or two. This restored person should retell the story of the horn sound, and the details of the attack. The person might clearly state that Rodchenko was not part of the attack because he didn't come in until after the monster left or just be uncertain. The survivor will not have information that directly implicates Rodchenko. If you want to add some circumstantial evidence the survivor my note that Rodchenko had an on going legal, territorial or familial conflict with some people in this city. As above Rodchenko will be hostile toward these PC interlopers, and try and push them to leave these problems to his party not theirs.

Illah finds a reconnection with the world

Illah could feel the minds of the humans and dwarves coming for him. He relished their approach because it had been too long since Illah's last nightmare. Before the humans came to hunt hi Illah had slept peacefully and for unknown lengths of time. He could only assume that the last of his brood mates in the Dark Hutte had died out or moved on. Illah's mind slept alone in the underdark and without the torments of his brood Illah could not judge the value of anything. There were long spans of unknowable time in which Illah sat submerged in his nest, holding the white pickled head of Hallik. There was no point in rising. No pain pushed him out the water or pushed him to inflict pain upon others. Hunger became his only motivator. He had even stopped his experiments. In the past he would claim humans or beasts from the surface not just for food, but so that he could reorder their minds and re-arrange their bodies. These reborn creations, when they lived, became his servants, and a source of artistic pride. But when the dream battles he had with his brood mates stopped so did his desire to create.
That emptiness went away when the priest Maksimov entered the Dark Hutte on a quest to find and eliminate Illah. Now Illah slept fitfully again as his mind struggled violently with the tedious demands of devotion and piety that filled the mind of the cleric. The minds of Maksimov's companions would be easily broken and turned against their leader. And for many cycles Illah had been planning the battle with the priest and longing for the meal that the mind of that priest would provide. Once the cleric was defeated he decided that he would travel to the surface, and find a new source of torment to fuel and inspire his creations.

Getting to know the bad guys and resolution.

Assuming the first encounter did not end with the PCs killing all the bad guys or getting themselves killed in time for Game of Thrones; the PCs should now begin to develop a relationship with the villains. Illah, the Mind Flayer, will begin reaching out, via dreams, to the character with the strongest will power (how ever you rate that). These dreams will be violent struggles in which Illah will try to suppress the nature of the PC, and the character will awake injured. Example: If the target character is a pedantic cowardly wizard than the dreams will be violent encounter with Illah playing the part of a strong arm type who does not care about the details. If the target PC is a charismatic and forthright paladin of the people then Illah will appear as a jailer or prosecutor who treats the Paladin as a criminal, and surrounds the dream Paladin with shades of people that distrust and despise him or her.

Second the PCs should encounter Rodchenko and his party again. Rodchenko will not allow the PCs to enter into any of his towns. He is hiding the Mind Flayer in one of the towns where he carries influence and doesn't want the PC to discover it. Rodchenko will treat the PCs as unwelcome outsiders.

Third the PCs should seek to protect the other towns from attack. Some hint to the location of the next attack should be given perhaps through augury, perhaps by seeing some pattern on a map or you can just give the PCs a break and have an attack fall into their laps again. Here the PCs will again encounter the Mind Flayer's attack. They will hopefully be ready for the horn and the beasts, and if they didn't encounter the Mind Flayer before they will now. Hopefully they get the better of the Mind Flayer this time and he flees back to the protection of Rodchenko.

With luck the PCs will eventually be able to link the Mind Flayer to Rodchenko either through the patterns of attack, a bit intuition regarding Rodchenko demeanor, or other directly finding Rodchenko with Illah. If pressed Rodchenko will defend the Mind Flayer and again tell the PCs to mind to their own concerns. If the PCs can't catch Illah with Rodchenko than perhaps they can find some other evidence. They might find the horn in Rodchenko's saddle bag. They might back track the Mind Flayer to a camp it shared with Rodchenko's party or they might sneak into Rodchenko's town and find Illah there.

If they fail to make the link, then no worry, because Illah will eventually seek the PCs out. Illah is looking for an antagonist and he has found one amoung PCs. Despite his pleasure at having an enemy he still can't overcome his desire to destroy his opponent. So eventually Illah will lead Rodchenko and his party against the PCs. No matter how the connection is exposed the PCs will have to defeat both the Mind Flayer and Rodchenko. Rodchenko will not allow the PCs to spread the word that he was working with Illah.

One possible ending is that the PCs will defeat the Mind Flayer without every exposing the connection to Rodchenko. If the PCs just defeat the Mind Flayer however than the attacks will stop and Rodchenko will go on with his life. If this happens hopefully the PCs will be able to serve up justice at another date.



Motivations: Illah's current state is atypical for an Illithid. Illah was and is lonely. His primary motivation is to form a connection with another being. However, the only manner in which Illah forms what he considers to be emotionally satisfying connections is through antagonism. Illah's secondary motivation is to dominate all situations.

Combat Illah is a master of hand-to-hand combat using either a spiked chain, his natural claws, or a hatchet as his primary weapon. However, he rarely needs to engage in physical combat. Illah's natural psionic weapons which allow him to in turn read minds, project his presence into the dreamscape of others, paralyze his victims, dominate the weak minded, levitate and teleport. Illah is also learned spell caster, able to weave spells in the sixth sphere (sixth level) of learned sorcery.

Illah typical combat style would be to send in his minions first and if need be assist them with spells. He will he seek to divide his opponents by mentally dominating the weaker links among them. Finally, he will use his magic to disguise his position through illusion and then strike through stealth. He is not too proud to flee.

Weaknesses: Illah cannot see things illuminated by sun light. (Why can't he see in the sunlight, but he can see fine in other light you ask? Light is light after all. Well even if that is true, this is set in a fantasy setting based on a mytho-historical view of reality. The sun is in itself super natural and imbued with unique powers.)

Equipment Aside from a hatchet, and a leather sack carrying the pickled head of his brother Hallik, Illah carries very little with him. He does however have transportable library and laboratory. This bulky material is currently stored in the basement of an empty and unused store house in Rodchenko's primary home town. This basement, which contains a tunnel leading outside of the city, is where Illah studies his spells, struggles with his nightmares in a pool of murky water and conducts his experiments on living beings.

Author's Note: The character of Illah does not fit cannonical Mind Flayer biology or abilities in two areas. One according the Monster Manual Illithids are able to self fertilize but they only produce 2 offspring in a lifetime. I liked the idea of an Illithid laying a big nest of eggs and letting survival of the fittest take over. Secondly, I don't know how the psionic rules work, so I made up the powers.


Motivations: Rodchenko's primary motivation is to protect what he considers to be his responsibility. He considers his family, his wives and his children, and the members of his party to be his responsibility. In pursuit of this Rodchenko is completely ruthless. This desire to protect his family and his companions led him to make a deal with Illah. Illah needs assistance to function effectively on the surface and Rodchenko agreed to give that assistance in exchange for the safety of his family. Rodchenko gave his word to Illah. Rodchenko can be seen as complicated or contradictory man in some respects. While he thinks nothing of lying or deceit, he feels it is entirely anathema to his being to break his word. This personal desire to keep his word, which he rarely gives, is the only check on his ruthlessness. Rodchenko has no love for the Mind Flayer, their connection is pragmatic.

Combat Rodchenko is the greatest natural swordsman in the world (somebody has to be). He studied at the Temple of Steel in the northern mountains in his childhood. There he learned the shield and broad sword technique as well earning the title Blademaster. Though many Blademaster titles have been handed out over the years, none have matched Rodchenko's success or fame. He worked for decades as a mercenary and champion for hire before returning to the Hutte in middle age. Rodchenko fights like he lives, he is defensive. He waits for the opponent to strike, parries and then counter attacks. This technique is unique to Rodchenko, and no other has been able to mastered it with a broad sword. (In a second ed D&D game I gave Rodchenko a parry attack. In order for the PC to hit him in melee, Rodchenko also had to miss or not attack the person attacking him.)

Weaknesses: It is foolish to get into one-on-one Melee combat with Rodchenko. But despite a strong will, and great deal of combat experience Rodchenko is still vulnerable to range weapons and magic. The way to beat Rodchenko is to isolate him and then attack him with range weapons.

Equipment: Rodchenko carries a well made broad sword and shield. He is often accompanied by at least two donkeys that carry his supplies and help to transport goods between his half dozen houses. Rodchenko also carries with him the magical horn that drives people mad. It is his item. He discovered it during his vagabond days working as a sell-sword. Yet despite knowing how it works he had never used it and he cannot use it without risking his own sanity.

Author's Note: The character of Rodchenko is describe throughout as leading a party of warriors or adventures. I have mentioned a few by name, but their specifics are really irrelevant. Yet Rodchenko should have a party of people personally loyal to him. I constructed my Rodchenko party to make each member a proper foil for one of my players. The Rodchenko party is the anti-party.

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