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The elder brain or elder-brain is an intelligence which serves as the leader of mind flayer communities. It consists of a mass of brain matter, conglomerated from the brains of deceased mind flayers.



The elder brain is a massive conglomeration of the brains of dead mind flayers. It inhabits a briny nutrient pool at the center of a mind flayer community, which is also home to mind flayer tadpoles during their initial stage of life.[1]

It appears as a huge, fibous mass of brain tissue, covered in writhing tentacles. It pulsates and glows, filled with psionic energy which sustains its sentience. It grows to ten feet in diameter, and commonly stays ten feet below the water of its briny pool.[2]

Personality and alignment[]

Elder brains are of superhuman intelligence, and utterly fearless. They tend to be lawful evil in alignment.[2]

They tend to take a big-picture view, with their long lifespans allowing them to enact plans on the scale of tens or hundreds of years. This makes their goals inscrutable to mortal races, often including the mind flayers themselves.[3] A few elder brains plot to destroy the sun itself, creating a dark world amenable to the rule of mind flayers, who detest sunlight. However, the more common attitude is to simply wait patiently, gathering strength until the stars burn out.[4]

Elder brains have an insatiable thirst for knowledge.[5] They have a particular interest in human politics, the dynamics of history, and the rise and fall of civilizations. They seek to understand how the mind flayer civilization might one day rise to dominate all humanoid life.[4]

Elder brains are also arrogant, power-hungry, and scheming. However, they are not too proud to beg for mercy or flee in order to ensure their survival. As ancient archives of their people's knowledge, they hold their purpose in life in high regard. They insist on obedience from their mind flayers, who they coordinate carefully. It understands the emotions of fear, anger, and curiosity, but none of the positive human feelings like generosity or joy. From ancient and perfect memory of the destruction of its civilization in the past, it considers itself a victim of its enemies, despite its power.[6]

Abilities and traits[]

The elder brain possesses telepathic communication to a range of between two and five miles, depending on its size and age.[1] Exceptions exist, such as weakened individuals with reduced telepathic range, or exceptionally well-developed elder brains like that of Brain-in-the-Skull, which has a range of ten miles.[7] Its range can be extended substantially by an large device called an elder brain transceiver, which is used to communicate with mind flayer groups operating at a distance.[8] Other measurements describe a telepathic range may be as little as 350 feet,[9] although five miles is more commonly stated.[10]

It uses this to detect the presence of sentient beings and maintain communication with its mind flayers, making it difficult for non-mindless creatures to sneak into a mind flayer city unnoticed.[1] It also enables communicates between individuals, allowing two mind flayers in the city to communicate across distances. The elder brain's telepathy is unhindered even by solid rock.[11] While it can detect the presence of creatures and their location at this range, it can only sense how intelligent each creature is, but not its identity, intent, or other information. It can also attempt to eavesdrop on telepathic conversation.[10]

An elder brain can branch off part of its being into a physical, usually humanoid form coated in a membranous skin, called a brain golem. It does so on a temporary basis and to serve a certain purpose, which is often unknown even to the mind flayers. The elder brain will later re-absorb the brain golem when its task is finished.[11] Creating a brain golem is a momentous event, and a given city will have no more than 2 to 5 brain golems.[12]

Monstrous Compendium Annual Volume One (1994) gives the maximum number of brain golems as 25, whereas John Power's original 1993 Dragon article instead says 2-5, suggesting perhaps that 25 was a typo. Later works tend to suggest a number closer to 3.

It can also deposit a small amount of its knowledge in a portable bud, known as a brainmate.[13] These serve as psionic recording devices to deliver information to the elder brain, and help to comfort mind flayers who travel far from the elder brain.[14]

They boast some of the most advanced arrays of psionic powers of any living beings, possessing the lifetime knowledge of hundreds of mind flayers.[2] It is as much a psychic entity as it is a physical one. The inner workings of its mind and its mode of psionic consciousness are impenetrable even to the strongest mind flayers, and reading its mind by psychic means is impossible.[9] Its psionic power can readily create entire illusory worlds in a creature's mind, control them, compel them to approach so that it will steal their mind, or even crush their mind. It can erect forcefields, inspire allies, intimidate enemies into freezing on the spot, break their concentration, establish psychic links, read their thoughts, or stun their mind.[10]

As a last resort, their tendrils can extract a victim's brain, similar to mind flayer.[15]

Dust of contrariness has adverse effects on the elder brain when used within its telepathic range.[16]



Elder brains inhabit carefully guarded brine pools in subterranean mind flayer settlements. They never move throughout their lifespan.[2]


The elder brain occupies a briny pool at the center of each mind flayer community.[1] It may be as wide as fifty feet or even more. The murky, foul-smelling liquid in the pool obscures the view of the elder brain, which appears as a faint dark shape. Only on rare occasions are non-illithids permitted to approach.[17]

It is typically well-protected. One such pool is encased completely in stone, 100 feet below the floor level, and can only be traversed by magical or psionic means. The ringed walls surrounding it are engraved with qualith writing, naming every mind flayer whose brain was contributed to the pool after their death. It is considered disrespectful to teleport directly to the pool chamber itself, and mind flayers will teleport to the outer ring and walk in.[11]

The pool itself might be thirty or more feet across, although this varies considerably. The edges are coated in white, lumpy residue left by hatched illithid tadpoles. The elder brain itself is submerged deep under the water. The ruling Elder Conclave meet at this pool, and behave with quiet reverence.[11] The pool may also be protected by a transparent screen which protects against all non-psionic attacks.[6]

Powerful psionic effects affect those within five miles of the elder brain's lair. They may feel they are being followed, or hear faint whispers in their mind.[10]

Life cycle[]

See also: Mind flayer#Life cycle.


The exact creation method of the elder brain is a closely guarded secret, and not widely known.[9] On rare occasion, an exceptionally powerful type of mind flayer is born, known as an ultharid. It easily rises to a position of power in its community, and may come into conflict with the elder brain. Once the community reaches a significant size, the ultharid takes half of its members to establish a new colony.[6]

The ultharid takes its own life using a special psionic staff of black metal, which breaks open its skull, allowing the brain to be removed. The body dissolves into powerful psionic slime, which forms the liquid for the brine pool.[10] Over several days, the brain grows into an elder brain within the pool.[18] It may also be fed with knowledge transmitted via psychic crystals,[5] and senior mind flayers may even sacrifice their own minds to imbue it with knowledge.[19]

Elder brains often take names when they first form. Their name might be derived from the names of the first minds which formed the elder brain, or perhaps something more abstract, representing feelings or concepts. A mind flayer community commonly takes their name from that of their elder brain.[20]


The elder brain is formed as a conglomeration of illithid minds. When a mind flayer dies, its brain is carefully removed and taken to the brine pool, where it merges with the elder brain's consciousness.[21] Its collected lifetime of knowledge joins the elder brain. It is the goal of most mind flayers to join with the elder brain, believing that its consciousness will continue as part of a gestalt entity. In reality, the personality of an elder brain is fixed early in its formation.[22] The elder brain merely absorbs the mind flayer's knowledge, but the mind flayer themself is long dead, although the elder brains conceal this fact.[9]

This process of joining is known as the Commencement, and is accompanied by a short ceremony. When an illithid dies far from home, others preserve it in briny fluid, which they carry in vials for just such an eventuality, and take great effort to return it to the pool.[23] Similar technologies exist for this purpose, such as the brain canister.[24] The elder brain grasps the mind flayer's brain with a pseudopod of brain matter and absorbs it. This is a celebrated occasion in the mind flayer community. The elder brain may occasionally choose to reject a brain which is deemed unworthy.[23]

They grow as large as ten feet in diameter. From that point on, any additional growth takes place in the Astral Plane, where it maintains a psionic node.[2] The elder brain can withdraw its entire mass to the Material Plane in an emergency, but a connection to the Astral is vital to sustain it in the long term.[25] However, at least one managed to survive for several centuries, occupying a massive pool some 100 feet long.[26]

It is speculated that elder brains are merely individual cells in a grand, multiverse-spanning psychic entity. Once the number of elder brains in existence reaches a certain critical number, a psychic flair will unite them all into one godlike overmind across the Astral Plane, rivaling even the illithid deities with its power.[11]


An elder brain does not grow infirm with age, nor does it appear to die of old age,[9] though it can of course be slain. If an elder brain is about to die, it can withdraw its entire body to the Astral Plane, where it maintains a node. Although the elder brain can survive in such a context, the mind flayer community it leaves behind is likely to collapse without their leadership.[2]


The elder brain consumes the vast majority of illithid tadpoles occupying its brine pool. As few as 0.1% of tadpoles survive to maturity as a result.[21] It subsists on the tadpoles' psychic energy, dissolving them into oily residue.[9]

Society and culture[]


The elder brains hold significant political power in mind flayer communities. Although each mind flayer community is ruled by an Elder Concord of senior mind flayers, the elder brain is aware of all of the Concord's decisions, can table motions for debate, can cast the tie-breaking vote, and has the power to veto courses of action.[22] They also hold an important role in educating young mind flayers.[23]

An elder brain's rule over its community is likened to a dictatorship, although there is variety. Some rule as enlightened dictators, allowing the mind flayers a great deal of freedom, while others are authoritarian and punishingly strict. Others serve in a more passive role, acting more as an advisor and repository of knowledge. In any case, disobedience is not tolerated, and swiftly punished.[9]


The sworn enemy of the elder brains and all sworn enemies is the githyanki. They also often come into conflict with other creatures of the Underdark, including the drow.

They sometimes come into conflict with ultharids in their own communities, leading to schisms which see the ultharid forming a splinter colony.

Purple lichen, a parasitic fungus which drains psionic power, was created by an ultharid as a weapon against elder brains.[27]

Allies and minions[]

The elder brains are best associated with the mind flayers.

Cranium rats serve as spies for the elder brain, within its telepathic range.[28]


Elder brains hold close to godlike status in mind flayer society, although they do not follow any deities, nor do they typically encourage their societies to do so. Mind flayers who worship a deity may be rejected by the elder brain.


Elder brains communicate telepathically. They are capable of holding multiple conversations at once.[29]


Elder brains do not possess treasure or use equipment.



See also: Mind flayer#Origins.

The history of the elder brain is intertwined with that of the mind flayers. Once, they ruled the multiverse in an empire without end, in which the fate of all humanoid beings was suffering and slavery. Even the elder brains themselves do not remember the origin of this ancient empire, or how it rose to power.[4]

Eventually, for reasons which were never recorded, their empire began to fall. The mind flayers thus developed a ritual in which the elder brains were sacrificed en masse. The psychic power unleashed was enough to break the rules of nature, allowing the remaining mind flayer civilization to transport itself back through time and into the past, where it may have a chance to survive. This arrival occurred some millennia ago.[30]

Some illithid histories describe the appearance of the first elder brains in Faerûn, in the fallen empire of Nihilath, which existed before the drow, dwarves and other species established their domains in the Underdark. A fragment of brain matter from the Far Realm passed through a breach into the Underdark, growing into the first elder brain. It spawned the first mind flayer larvae, conquering the minds of subterranean humanoids. The first elder brain, the Ur-Brain, was far beyond any current-day elder brain in its knowledge or power, and mind flayers seek to recover a fragment of its mind which may still exist.[31]

Ancient history[]

The lich queen Vlaakith once slew an elder brain in her youth. She used its corpse to make leather for the cushions on her throne.[32]

Recent history[]

In Faerûn, in the Year of the Helm (1362 DR), the elder brain of Ch'Chitl is destroyed. history alternately dates this event to 1250 DR. The elder brain of Phanlinksal in the Underdark was likewise slain, resulting in the collapse of the settlement.[25]

Notable elder brains[]

For a full list of elder brains, see Category:Elder brains.

  • Abstemious, known for his political opposition to the illithid priest Ohlcaig[33][34]
  • The Encephalithid of Ilsensine, a millennia-old elder brain of Oryndoll, Faerûn[35]
  • Ioulaum, undead elder brain called the Oracle of Ellyn'taal[36]
  • Kawarlenaa, an elder brain who survived by reducing itself to portable size[37]
  • The Lord of Bluetspur, Ravenloft[38]
  • Overmind, whose entire mass exists on the material plane to hide in the Ethereal plane[26]
  • Sempiternal, undead elder brain[39]

Related creatures[]

The elder brain is most associated with the mind flayer and their ilk. It can also form the brain golem from part of its body.

A unique variant is the thoon elder brain. It is twisted by its time in the Far Realm. It is neutral evil in alignment, can perform multiple actions at the same time, possesses acid tentacles, can scramble the thoughts of nearby creatures, and has the ability to hover. It is eight feet across and subsists partly on quintessence.[40] A similar being is the plaguechanged elder brain, afflicted with the Spellplague.[41]

Publication history[]

AD&D 2nd edition[]

The elder-brain was introduced by Monstrous Compendium Volume One (1989), which expanded on the mind flayer lore in their entry.

They appeared as early as in the adventure Thunder Under Needlespire, Dungeon #24 (Jul/Aug 1990).

It is best detailed in Monstrous Arcana: The Illithiad (1998), p.16-17, with a statblock on page 92-93.

Some specific elder brain history of the Forgotten Realms is defined in Drizzt Do'Urden's Guide to the Underdark (1999), while one appears most notably in the context of Ravenloft in RQ2 Thoughts of Darkness (1992).

D&D 3rd edition[]

The elder brain is briefly mentioned in the Monster Manual (3.0) (2000), under the mind flayer monster entry. The spelling changes from "elder-brain" to "elder brain" in the Monster Manual (3.5) (2003), although "elder brain" had been used by some earlier works.

They are described in the D&D 3.0 Forgotten Realms book Lords of Darkness{{UnknownBook}}, p.158, and given a statblock in Underdark (3e) (2003), p.84-86

The elder brain is best detailed in Lords of Madness (2005), where it receives a statblock and art on page 144-146.

D&D 4th edition[]

The elder brain is mentioned in the Monster Manual (4e) (2008) under the mind flayer entry, and given a statblock in Monster Manual 3 (4e) (2010).

One appears in Face of the Moon, Dungeon #201 (Apr 2012).

D&D 5th edition[]

The elder brain is mentioned in the Monster Manual (5e) (2014), under the mind flayer entry. Its telepathic range is once again restored to 5 miles, as it had been in AD&D 2e, having been reduced to 350 feet in D&D 3.5.

They are best detailed in Volo's Guide to Monsters (2016).

The elder brain is mentioned in the Adventurer's League module In Volo's Wake. They are mentioned in Waterdeep: Dungeon of the Mad Mage (2018).

Creative origins[]

The elder brain is derived from the mind flayer.

Reception and influence[]


  1. 1.0 1.1 1.2 1.3 Monstrous Compendium Volume One (1989).
  2. 2.0 2.1 2.2 2.3 2.4 2.5 Monstrous Arcana: The Illithiad (1998), p.92-93.
  3. Lords of Madness (2005), p.73.
  4. 4.0 4.1 4.2 Lords of Madness (2005), p.76.
  5. 5.0 5.1 Monster Manual 3 (4e) (2010), p.136-139.
  6. 6.0 6.1 6.2 Volo's Guide to Monsters (2016), p.72-80.
  7. SJR4 Practical Planetology (1991), p.9.
  8. Monstrous Arcana: The Illithiad (1998), p.83-84.
  9. 9.0 9.1 9.2 9.3 9.4 9.5 9.6 Lords of Madness (2005), p.65.
  10. 10.0 10.1 10.2 10.3 10.4 Volo's Guide to Monsters (2016), p.173-175.
  11. 11.0 11.1 11.2 11.3 11.4 Monstrous Arcana: The Illithiad (1998), p.16-17.
  12. Dragon #193 (May 1993), p.20.
  13. Monstrous Arcana: The Illithiad (1998), p.77.
  14. Lords of Madness (2005), p.68.
  15. Lords of Madness (2005), p.144.
  16. Shards of the Day, Dungeon #60 (Jul/Aug 1996).
  17. Lords of Madness (2005), p.82.
  18. Waterdeep: Dungeon of the Mad Mage (2018), p.317.
  19. Menzoberranzan: City of Intrigue (2012), p.75.
  20. Monstrous Arcana: The Illithiad (1998), p.56.
  21. 21.0 21.1 Monstrous Arcana: The Illithiad (1998), p.10.
  22. 22.0 22.1 Monstrous Arcana: The Illithiad (1998), p.42-43.
  23. 23.0 23.1 23.2 Monstrous Arcana: The Illithiad (1998), p.53-54.
  24. Lords of Madness (2005), p.67.
  25. 25.0 25.1 Drizzt Do'Urden's Guide to the Underdark (1999), p.43-44.
  26. 26.0 26.1 Dawn of the Overmind (1998), p.41.
  27. Divisions of the Mind, Dungeon #81 (Jul/Aug 2000).
  28. Volo's Guide to Monsters (2016), p.133.
  29. Monster Manual (5e) (2014), p.221.
  30. Lords of Madness (2005), p.71.
  31. Underdark (4e) (2010), p.82.
  32. Tu'narath, City of Death, Dragon #377 (Jul 2009).
  33. Monstrous Arcana: The Illithiad (1998), p.61.
  34. Masters of Eternal Night (1998), p.11.
  35. Underdark (3e) (2003), p.168.
  36. Lost Empires of Faerûn (2005), p.101.
  37. TSR Jam 1999 (1999).
  38. RQ2 Thoughts of Darkness (1992).
  39. Masters of Eternal Night (1998), p.25.
  40. Monster Manual V (2007), p.121-122.
  41. Neverwinter Campaign Setting (2011), p.130.