# Mind Flayer, Ulitharid >[!rimg]+ > ![[Placeholder2.png]] *Sinister and regal, this towering humanoid-shaped being stands almost 9 feet tall. Its flesh is rubbery and mauve in color, glistening with slime. It wears ornate robes that sweep the ground. Its head is octopoidal in form, with four short tentacles and two much longer ones where its mouth should be. Its eyes are blank orbs of silver-white.* <div class="grid-container"><div class="MON">Ulitharid Mind Flayer</div> <div class="CR">CR 12 (19,200 XP)</div> <div class="SOU">Lords of Madness pg. 158</div> <div class="SYS">Dungeons & Dragons 3.5</div></div> LE Large Aberration **Init** +6 **Senses** darkvision 60 ft.; **Perception** +18 #### defense **AC** 20, 11 touch, 18 flat-footed (+4 armor, +2 Dex, +5 natural, -1 size) **hp** 90 (12d8+36) **Fort** +7, **Refl** +6, **Will** +13 **Feint** 25, **Demoralize** 25 **SR** 23 #### offense **Speed** 30 ft. **Melee** 2 tentacles +11 (1d6+3 plus grab) **Space** 10 ft., **Reach** 5 ft. (10 ft. with tentacles) **Special Attacks** extract, mind blast (60-ft. cone, DC 21, 3d4 rounds) **Psion Powers Known** (179 PP, ML 12th, Concentration +17) > **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_, _telekinetic force_ > **4th—** _intellect fortress_, _mindwipe_, _psionic dimension door_, _psionic dominate_ > **5th—** _mind probe_, _psionic plane shift_ > **6th—** _mass cloud mind_, _personality parasite_, _shatter mind blank_ > **7th—** _decerebrate_ #### statistics **Str** 16, **Dex** 14, **Con** 16, **Int** 21, **Wis** 17, **Cha** 21 **BAB** +9, **CMB** +13, **CMD** 25, **TA** +11, **RTA** +10 **Feats** [[Combat Manifestation]], [[Greater Psionic Weapon]], [[Improved Initiative]], [[Iron Will]], [[Power Penetration]], [[Psionic Weapon]] **Skills** Autohypnosis +18, Bluff +17, Diplomacy +17, Intimidate +20, Knowledge (dungeoneering) +17, Perception +18, Sense Motive +15, Spellcraft +20, Stealth +15 **Languages** Aklo, Common, Undercommon; telepathy 200 ft. #### special abilities ### Extract (Ex) An ulitharid that begins its turn with an opponent pinned with its tentacles can attempt a grapple check to extracts the opponent's brain. If successful, the ulitharid extracts and consumes the creature's brain, which kills it instantly (unless it has multiple brains). Creatures without brains are not affected by this ability. #### tactics An ulitharid is a tremendously dangerous foe in combat, because its potent mental attacks are backed up by 10-foot reach and a grapple ability reflective of the creature’s large size. An ulitharid can protect itself with psionic mage armor (reflected in the statistics above), and it normally maintains this power at all times. #### ecology **Terrain** Underground **Organization** Solitary or court (1 ulitharid, 3–5 mind flayers, and 6–10 grimlocks) **Treasure** Double **Advancement** By character class An ulitharid is in all ways a bigger, stronger, nastier mind flayer. It towers over other illithids, and in addition to the normal four tentacles of its race, it has two much longer tentacles that are nearly the length of its body. It is also smarter, worse-tempered, and much more dangerous than its smaller kin. Fortunately, ulitharids are also quite rare. An ulitharid is the result of unknown forces playing on a mind flayer tadpole at a very early age. Even the mind flayers themselves cannot identify ulitharid tadpoles until after they are implanted into the skull of a victim. Their potential becomes apparent only after ceremorphosis has progressed far enough to show that the creature possesses six tentacles. Fewer than one in a hundred illithid tadpoles become ulitharids. Ulitharids are treated almost as minor deities within those communities lucky enough to claim one as a resident. They occupy a position just below the elder brains in the illithid social hierarchy. Their egos expand to match their stature; they look down upon normal mind flayers in much the same way that mind flayers look down on urophions.