Reviewing 5E D&D Monsters - Volo's Guide to Monsters, Pt 3 (Grung to Mindwitness)

I was waffling on what to do about the playable species that has both a playable segment and a monster statblock in books like Volo's... and decided to shrug and cover them here. I feel like it will take the pressure of super-long articles about playable races when we get to them as I tick off the Grungs and Tortles and the more exotic species in the monster reviews, and it will hopefully keep my eventual remaster of the playable races to be relatively short. I have already reviewed species like Orcs, Goblins and Duergar alongside other monsters as well. 

With the 5E 2024 / 5.5E rules changing the playable races, it's a good excuse to, when I get there, to just sit down and write a whole article about all playable races in one single go, and I'll just link back to different articles if I've covered them before, similar to what I'm planning to do with the AD&D Monstrous Manual when I get to talking about that. 

• Click here for the previous part
• Click here for the next part
• Click here for the index.

[Originally published in April 2020, revised in February 2026]

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Grung

• 5.5E/5E: Small Humanoid; Lawful Evil (5E), any Alignment (5.5E); CR 1/4 (Grung), 2 (Elite Warrior), 1 (Wildling)

Where the Bullywugs were initially introduced as swampy toad-people, the Grung were introduced quite early in 5th Edition's lifespan as a race of tribal poison-arrow-frog people. The Grung would receive a playable variant in one of the online-exclusive 'One Grung Above' material, and became quite popular among the fandom particularly with the Tomb of Annihilation module. Justifiably, why wouldn't you want to play one of these adorable little frog people? There is, of course, my original disgruntled reaction that the Bullywug (who appeared in every single edition of D&D) ended up being shoved aside just because the Grung were playable and had cuter artwork. Counting the Slaad and the Hezrou, that's a lot of frog-people! And that's not even taking into account the oft-neglected Grippli from 2E!

But with 5.5E (and the Witchlight module) giving the Bullywug a stronger identity as being fey-coded weird frog-people aristocrats, that made the Grung essentially more 'free' to embody the tropes of being a primitive, comedic frog-people. Despite their cute appearance, Grung are described to be fiercely territorial, and see themselves as superior to other creatures, and a huge chunk of Volo's Guide to Monsters describes the Grung's xenophobia and their caste system, which are based on colours split ever since they are tadpoles: green Grungs are the warrior/labourer caste; blue Grungs are the artisan/domestic caste; purple Grungs are administrators; red Grungs are scholars; orange Grungs are elite warriors; gold Grungs are tribe leaders. 

In Monsters of the Multiverse, all mention of the Grung's xenophobia and rigid colour-based caste system are completely gone... which is something that I've felt to be a bit more limiting, particularly when designing Grung characters and NPCs. The different colours remain, and there seem to be implications of a strict tribal hierarchy, but we don't spend half the page listing out every single ranking like we did before. Both books present three variants of Grung enemies, with regular Grung being simple warriors, Grung Wildlings being ranged druid-like sorcerers, and Elite Warriors being stronger and having a 'mesmerizing chirr' that stuns humanoids around it. In Volo's, each statblock represents a clump of the caste-based colours.

Unlike the entirely muck-dwelling Bullywugs, the Grung are equal parts tree frogs and poison-arrow frogs. They are amphibious, sure, but they also live in trees and are all able to leap and climb trees. The Grung all have a 'water dependency' trait, which causes them to feel exhausted if they don't immerse themselves in water at least for an hour per day.

Also, the most important part of Grung is that they are able to secrete poison, with both Volo's and Multiverse explaining that a Grung's poison depends on the colour of its skin... which are all quite comical. Some of them are simple: paralysis (green), fear (orange) and being charmed (gold)... but blue Grung poison causes them to ribbit loudly each turn, purple Grung poison causes a compulsion to soak themselves in liquid, and red Grung poison causes a compulsion to look for and consume food. Overall, a quite delightful little gaggle of frog-people. I like them a lot, and they really do look adorable just from that artwork, don't they? 

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Guard Drake

• 5.5E/5E: Medium Dragon; Unaligned; CR 2

Drakes were extremely prominent in 3rd and 4th Edition, where they had literal dozens of 'drakes' and 'dragonspawn', creatures that are related to dragon, look like dragon, but are mostly non-sentient and serve only as minions of powerful dragons. 5th Edition really scaled down on these to make actual dragons feel more special, with their primary dragon-antagonist stories relying more on cultists, kobolds and half-dragons as the minions to the Adult or Ancient Dragon villains. But some Drakes remain, with the Guard Drake being featured in both Volo's Guide to Monsters and some of the earlier adventures. 

Guard Drakes are created out of dragon scales by means of a grisly ritual, which marks its rather unnatural origins... and function as essentially a homunculus for dragons, not really a natural living being in a sense. It can't reproduce, and more Guard Drakes can only be created out of the same ritual. Guard Drakes are obedient, loyal and territorial, and are noted to initially be a gift from Tiamat to her humanoid cultists to guard their bases. The creation of a Guard Drake requires a cooperative dragon, and combines dragon scales and a large amount of fresh meat, resulting in an egg ready to hatch within a few hours. A Guard Drake imprints upon the first creature that feeds it... which is a nice little detail that would allow players or friendly NPCs to tame Guard Drakes they find, I feel. 

The descriptions of the Guard Drakes notes how they are echoes of the dragon that it was created from... but smaller, wingless, squat and muscular. Their stat-block isn't anything to really write home about, since they are glorified guard dogs, just more draconic. Volo's and Multiverse gives variations of the Guard Drakes for the five primary chromatic dragons: Black and Green Guard Drakes are amphibious, Blue and White Guard Drakes can burrow, Red Guard Drakes can climb; and all of them are resistant to their origin chromatic dragon's elements. It is quite interesting that there are no mention of Metallic Guard Drakes, but presumably due to the Guard Drake ritual's origins, it can be presumed that the metallics simply don't make Guard Drakes? The presence of the 'grisly ritual' to make the Guard Drakes, and the implications this has to draconic lore, honestly makes them way more interesting.

I am surprised that ten years of 5th Edition being in circulation that we haven't gotten more Drakes other than the Guard Drake and the Ambush Drake. It does really feel like 5th Edition is cutting down on some of the more over-the-top draconic minion variations of older editions, which I appreciate. 

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Hag - Annis Hag

• 5.5E/5E: Large Fey; Chaotic Evil; CR 6

One of the monster types given a spotlight in Volo's Guide to Monsters is the hag, and I honestly believe that the hag section in Volo's is probably one of the better-written monster ecology pieces that 5th Edition has done. A lot of nice discussion on the type of manipulation or bargains that hags like to do, the dynamics of a hag coven, child-kidnapping storylines, descriptions of the types of twisted fey deals that they would make... the main problem, of course, is that the original Green Hag and Sea Hag statblocks in the 5th Edition Monster Manual aren't the most exciting. It's great, by the way, that 5.5E/2024 finally recognized this and gave us a proper Arch-Hag, but up until then, all we ever had for these apparently super-dangerous fey deal-makers are single-digit CR hags. 

Volo's gives us Annis Hags, which are giant, ogre-sized hideous hags with a malformed body layout. (Older editions explicitly note that Annis Hags actually do body modification, grafting parts of giants or trolls onto themselves). The Annis Hag stands eight feet tall, being classified as a 'large' creature, and relies more on physical combat compared to her sistren. Annis Hags have more powerful physical attacks, and her spellcasting is a relatively simple duo of Disguise Self and Fog Cloud.

Annis Hags have the strength to tear grown men apart, but they love to hunt and consume children, and are perhaps one of the most explicit in tormenting local villages, skinning their victims and leaving tokens of their cruelty (i.e. dismembered body parts) around the edges of villages and communities. They like to cause fear and terror, and want to actually be known as a source of fear. They do this to also subjugate minions like Trolls and Ogres as well, using superstition and fear to gain victims and pawns in equal amounts. 

Perhaps the most disturbing part of the Annis Hag is her penchant to disguise herself as a kind old 'granny', approaching children in a remote place and essentially corrupting them, presenting themselves as a confidant they can talk through via an 'iron token' (which acts as a spooky, magical walkie-talkie)... and teaching them slowly that it's okay to have bad thoughts and to do bad deeds, going from breaking pots to eventually setting the neighbour's house on fire. Despite her brutish appearance, the Annis Hag is probably one of the more roleplay-heavy hag variants in 5th Edition, a contrast that I do find interesting. 

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Hag - Bheur Hag

• 5.5E/5E: Medium Fey; Chaotic Evil; CR 7

The Bheur Hag is the size of a regular old woman, but she's got pale-blue skin like someone who died of frostbite. They live in wintry lands, and are more active in the winter, tormenting wintry settlements with her ice magic. Bheur Hags have thematic abilities such as icy spells (Cone of Cold, Wall of Ice, Ice Storm), the innate ability to control weather, and to walk and climb icy surfaces. They also carry a gnarled staff that both her ability segment and her flavour text explicitly note she rides around like a broom. So finally 5th Edition has a representation of a witch on a broom! Bheur Hags will also stop to consume the corpses of her enemy in battle, and the grisly sight is meant to demoralize and drive her opponents to despairing madness.

Bheur Hags are particularly attracted to 'selfish actions justified by deadly cold', such as murdering other travelers for a winter coat, or burning a dryad grove for firewood. Bheurs particularly like if the deed isn't actually necessary for survival, just a result of paranoia or greed. It's honestly nowhere as creepy as the Annis Hag corrupting children slowly, if we're being honest. 

The Bheur Hag is based on an alternate name for the Gaelic hag Cailleach, by the way, who has ice and winter themed abilities. To be honest, I really don't have much to say about the Bheur Hag, as much as I like the hag content in Volo's Guide to Monsters... the Bheur Hag just presents a nice little admittedly simple 'location/element-themed' variation to the others.

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Ki-rin

• 5.5E/5E: Huge Celestial; Lawful Good; CR 12

It's about time we've got some more East Asian mythology inspired monsters! The Kirin (D&D technically spells it with a dash, I'm not going to) or Qilin if you prefer its Chinese name, are a nice distillation of the various depictions that they've gotten in mythology. Kirin in D&D have a deer/horse body, dragon scales, a prominent horn, the size of an elephant, and flowing hair resembling that of a sage. This does fit with some of the Western oversimplification of a Kirin as an 'Asian unicorn' (real-world actual depictions of Qilin/Kirin are as likely to depict it with two deer horns) but the text does note that Kirin can vary wildly in appearance, with some having a more draconic appearance, some being more horse-like or stag-like. I like this acknowledgement, at least, and I love that the Kirin ends up acting as a secondary mascot for the Monsters of the Multiverse reprint. 

They are portrayed here as celestials, mighty beings that are celebrated as a herald of destiny, a guardian of the sacred and a paragon of good. Kirin are extremely rare, and even seeing one of these majestic beings fly overhead can be a massive blessing for many of the commonfolk. If they come during an important event, like a birth announcement or a coronation? Something huge is about to happen. 

D&D's spin on the Kirin has each individual Kirin claim a territory to watch over, but this area can be quite large, and even involve them acting as messengers or envoys of gods. Just like many 'sage' archetypes, Kirin tend to live in remote locations and the journey to reach a Kirin to beseech its aid tends to be a quest of character and ability. Very much fitting, considering its inspiration. 

I do like that we've got a nice, huge segment about Kirin lairs as well. Kirin's lairs are remote and tend to be lofty aeries, but disguised to look like whatever is around them. Their lairs are serene palaces of peace, perhaps with some monks and attendants that have come to study under the the Kirin. The regional effects caused by a Kirin's arrival causes regional transformation, causing water to flow pure, evil creatures to be repelled, curses and diseases affecting heroes being suppressed and good-aligned people fall slower and gentler. All of these ties with the original  myths that depict the Kirin as being gentle and a friend to nature, not willing to harm any living creature that isn't expressly evil. 

Standing at a respectable CR 12, the Kirin is a pretty impressive stat block, essentially having a mass of cleric-themed spells. Again, that tracks quite well with how the Kirin is regarded in the source mythologies. it's not the specific powers of what the Kirin can do, moreso the mythology that it is associated with. I really am a huge fan of the Kirin, and I am quite happy to see it introduced as an alternate 'big good' monster that's not a metallic dragon or an angel. 

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Korred

• 5.5E/5E: Small Fey; Chaotic Neutral; CR 7

Another addition to the Feywild are the Korred, taking their name from mythological fairies from Brittany. Originally introduced as a variation of Satyrs in AD&D, 5E presents the Korred as being entirely its own thing. The Korred still has the goat feet, but a much larger emphasis is focused on its skin seemingly being made of stone, and their hair being made of a powerful material, just the right kind of material to make rope. They're also classified as a 'small' creature, and they stand on the smaller side of even that category, something I've not really appreciated until I saw artwork in Wild in the Witchlight, a feywild adventure that features the Korreds quite a fair bit. 

As a bit of an artifact of their original Satyr ties in AD&D, Korreds also really like to gather and perform huge ceremonial dances, beating rhythms on stone. They also have the irresistible dance spell, thanks to this. They also have enchanted hair! When the hair from their shaggy head is cut, the hair transforms into whatever material was used to cut it. Most Korreds use iron shears to make iron Korred-hair rope... and this is very important because Korreds can remotely manipulate these hair to act like snake-like minions, which I bet is something no one would expect when you first fight them. It is a strange bit of whimsy, don't you think? And just like the mining thing, Korreds of course take great pride in their hair and will fight anyone who tries to cut it without permission. That's... that's honestly fair for anyone's hair, magical or not. 

I was unimpressed with the Korred originally because I thought they were just fey dwarves with weird hair, but now I do appreciate that these representations of the Feywild aren't just another trickster. I do love my tricksters, but the Korreds play on them being tied to a specific aspect of nature: minerals, rocks and stone. However, they don't like mining, at least from what is implied from the text. They are able to 'smell' veins of metal and gems, they can navigate through underground tunnels and feel the 'rise and fall of bedrock', and embody so much earthly power including the ability to cast a bunch of earth-themed spells (meld into stone, conjure earth elemental, stone shape) and telekinetically manipulate rock. 

Being a rock fairy is... is whatever. Volo's implies but doesn't actually commit to saying that the Korred actually doesn't like mining, at most noting that they are 'annoyed' by the sounds of mining. But other than that, the Korred just felt like a random non-sequitur, a weird fairy with rocks and hair randomly mashed together as an association. But Witchlight plays up on this, giving the Korreds a conflict with another diminutive fey species, the Brigganock, specifically about mining. The Korred, then, ends up being a bit more interesting with that motivation, where the species is really great with stonework, and might be needed to navigate tunnels or locate a plot-device mineral... but really hates industry and mining and this leads to conflict with 'regular' people from the material plane. I like that a lot more, when the Korreds have been forgettable to me before. 

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Leucrotta

• 5.5E/5E: Large Monstrosity; Chaotic Evil; CR 3

The Leucrotta (or 'Crocotta') is a chimeric mythological creature mentioned in many real-world medieval bestiaries, and are added to Volo's Guide to Monsters. D&D's previous depictions of the Leucrotta went for a badger-deer hybrid, but 5th Edition actually went back to the original myths, and tossed in hyena parts as well. I would have to admit that as fearsome as the 5E artwork looked, it does lose a bit of the distinctive outline of the Leucrotta of previous editions. But having hyena parts means that, just like some other creatures like the Maw Demon and the Shoosuva, the Leucrotta in 5E is now a creature tied to Yeenoghu, the hyena-gnoll demon prince, and as such ties to the gnoll spotlight in the book. 

Leucrottas in 5E were created alongside Gnolls. Volo's describes that the origin of the Gnolls in the Forgotten Realms were from hyenas that fed on Yeenoghu's rampage through the material plane and were thus mutated. Some hyenas, however, go through different transformations instead, and the most common of these alternate 'evolutions' are Leucrottas. Possessing the legs of a deer, the head of a giant badger, and the intelligence of a sadistic person, the Leucrotta often occupies an elevated position among Gnoll tribes or other cultists of Yeenoghu. Whereas Gnolls cannot control their savagery, Leucrottas are more consciously cruel and are far more able to prolong pain via torture. 

Leucrottas allegedly have a badger head, which isn't super obvious in its 5E artwork, but they are also described to have bony ridges to crush bones and peel armour n the place of teeth. Their maw drips with rot and digestive juices, although oddly is not translated to a 'poison bite' attack.  Noted to exude the stench of death, a Leucrotta's foul aura poisons everything around it that aren't Leucrottas or Gnolls... which does feel less special since we just talked about the Catoblepas's far more deadly stench aura a bit before.

A Leucrotta's most important ability, however, is its ability to mimic voices and befuddle prey. Their legs are shaped like a deer hooves, making it impossible for them to be distinguished from a common, nonthreatening animal. They can also duplicate the vocal noises of any beast or humanoid they've heard before, using it to lure its victims into trying to hunt a 'mere' deer or to run straight into an ambush. I do like this little gimmick, but I do think that tying in the Leucrotta to Gnoll lore is what elevates this creature from just being a weird hodgepodge beast into something a bit more memorable. 

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Meenlock

• 5.5E/5E: Small Fey; Neutral Evil; CR 2

Meenlocks are a creature that debuted in the 1st edition Fiend Folio, being adapted from the 70's horror movie Don't Be Afraid of the Dark, which featured goblin-like manifestations of fear as its antagonists. Over the various editions, Meenlocks have been interpreted differently, with differing amounts of 'insectoid/crustacean' and 'deformed humanoid' thrown in the mix. I think my favourite has to be the scraggly 3E one. As much as I liked 5E's artwork, it does seem a bit too much of a crab-bug man. Put this design next to the Thri-Kreen or Umber Hulks, and it wouldn't be immediately apparent what a weirdo this guy is. 

When the habit to classify all monsters in D&D began, Meenlock were classified as aberrations in 3E and 4E, but got retconned into Fey. I found that this change fits the Meenlock particularly well due to their association with emotions. Meenlocks are tied to fear and terror,  and want to destroy all that is beautiful. They originate in forests and subterranean location, but rather understandably have migrated into urban settings because that's where people are. And where people are... fear is. 

Meenlocks are spawned by a creature overwhelmed by fear in a place close enough to the Feywild, causing the Meenlocks to appear spontaneously in the shadows nearby. I love this! Similar to the Boggle and loneliness, I like the subtle implication that many of the weirder Fey are tied to humanoids experiencing heavy emotions. With enough fear being felt, the earth itself cracks open to create a lair with twisting tunnels. 

The child-sized Meenlocks themselves aren't particularly complex as combatants. They teleport around the shadows, their crab-claws are tipped with paralytic poison, and they have a fear aura that causes a sense of foreboding for anyone who ventures close enough to the Meenlock's lair. They don't speak and only communicate through telepathy, using it to project unsettling hallucinations and to incite paranoia and even more fear among their victims. 

Just like their original movie inspirations, Meenlocks shun the bright light, but once darkness has descended, they crawl out of their tunnels to torment sleeping prey. They target people that are more 'good', drag them to their lair, and torture their captives with telepathic torment. Volo's describes that up to four Meenlocks can torment an incapacitated victim like this, filling their mind with disturbing imagery and sounds. Translated into game mechanics as psychic damage, any humanoid that falls under the Meenlock's ritual gets permanently transformed into another Meenlock in a way that cannot be reversed other than the most powerful spells. 

I have dismissed the Meenlocks in my original review of Volo's because they're "just" fear-bug-men, but I have grown to appreciate just how creepy you can get with these skittering crab-fairies that get off on tormenting their prey and the ultimate end goal of 'consuming' good people with fearful thoughts, so much that the dark emotions turn these poor hapless victims into more Meenlocks. As a side-note, while I haven't played the game myself, the Meenlocks were featured unexpectedly in the ever-epic Baldur's Gate III video game... where they got a redesign into an even more elaborate crazy crab-bug monster. As someone who appreciates arthropod monsters a lot, I like the design visually, but I really do miss the more wretched-looking 2E to 3E Meenlocks that still look like they are distorted echoes of humanity. 

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Mind Flayer - Elder Brain

• 5.5E/5E: Large Aberration; Lawful Evil; CR 14

I have been skipping a lot of the 'expanded' monster entries for kobolds and hobgoblins and the like this time around, but the Mind Flayers are one that I know I will want to talk about. I honestly feel like the Elder Brain statblock here, and the descriptions of the Mind Flayer biology, should have been represented in the base Monster Manual anyway. With how much the Mind Flayers work well as the archetypal aberration monster, and the recent boost to Mind Flayer popularity thanks to Baldur's Gate III, that the life cycle of the Illithid should be made a priority in the Monster Manual as opposed to, say, the Slaadi. Volo's doesn't stat out the tadpole, but does provide a creepy artwork of one being introduced to a poor elf's eyeball. The tadpole (below) looks like a nasty mutant lamprey with four tentacles that will presumably turn into the Illithid's signature four face-tentacles. 

Thankfully, Volo's Guide to Monsters exists, and explains a lot about the Mind Flayer's reproduction and growth. We get more explanation about how Mind Flayers implant tadpoles into captured humanoids for them to undergo ceremorphosis and be transformed body and soul into a Mind Flayer... but we also learn a lot about the entity at the core of a Mind Flayer colony. The Elder Brain, which... as its name implies, is a massive brain with tentacles. This is the kind of cartoonish-but-still-kind-of-creepy vibe that I love out of the Mind Flayers.

An Elder Brain sprawls within a pool or vat of viscous brine, and is the ultimate showcase of psionic power among Mind Flayers. They can reach out and touch the minds of creatures around it, both subtly and more forcefully. The prose nicely details an Elder Brain using its influence to create subtle dreams or sensory alterations to enact its plan... and then just forcefully dominate its prey if those fail, either by puppeteering them or just burning out their mind with a psychic blast. In-game, these effects are perfectly described as regional effects,  something that makes particular sense due to the Elder Brain's psychic power.

Despite its power, an Elder Brain itself is physically helpless, needing its brine pool. Transporting an Elder Brain would require a lot of work, with Volo's giving us a delightful artwork of an Elder Brain in a massive tank being dragged by Quaggoth slaves... something that probably isn't the most efficient way of travel in the Underdark. As other pieces of artwork like that excellent 5E art piece shows, these Elder Brains likely have throngs of minions as well, whether Illithid or mind-controlled peons. 

Elder Brains link the entire colony of Mind Flayers, allowing them to behave as a psionic hive-mind. This hive-mind is what informs the motivation of the Mind Flayers. When they die, as long as their skull is recovered and fed to an Elder Brain, their thoughts and psyches are 'archived' in this hivemind, an act that is the closest parallel to an religious afterlife for the Illithids. The Mind Flayers praise this 'oneness', and if needed be, Elder Brains can call upon the personas of any Illithid it has absorbed. 

Elder Brains are still individuals, and while each Elder Brain shares a desire of domination and ultimate Illithid rule over the multiverse, they are still individuals (particularly influenced by the individual Illithids in their colony), and their methods of running the colony may differ. Some may be more cartoonishly evil, some may be domineering tyrants, some act more as collectors of information. 

Volo's is really good at giving us illustrations of these monster lairs, and for the Mind Flayers, the Elder Brain's lair is understandably located very deep in the heart of the colony due to its relative vulnerability and the requirements of the brine pool. At a CR 14, however, the Elder Brain is a respectable boss fight. It's got a mass of psychic-themed spells (Dominate Monster, Modify Memory, Wall of Force), the ability to just know creatures with high intelligence around it (which is important for its spells), the ability to psychically link with creatures around it... and rather interestingly, the ability to give 'psychic inspiration' to its allies. Also, while so much of its design and lore suggests a completely immobile being, the Elder Brain still has tentacle attacks, as well as the spells Levitate (allowing it to float) and Plane Shift (allowing it to teleport away).

An Elder Brain encounter would be a grand boss fight, and even its location and biology, really does feel properly designed for the 'boss in the central room in the middle of a dungeon'. Always a huge fan of this creature. 

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Mind Flayer - Ulitharid

• 5.5E/5E: Large Aberration; Lawful Evil; CR 9

I've always loved the artwork of the Ulitharid from 3E, and again from 5E. The Gigeresque/Hellraiser-esque outfit and the super-long tentacles really does make this guy look cool as hell. Ulitharids happen from a spontaneous mutation during the ceremorphosis process. Instead of a Mind Flayer tadpole creating a regular Mind Flayer, they grow into the large size category, and grow six tentalces on the mouth instead of four. Thus is an Ulitharid, a 'Noble Devourer', born.

Ulitharids are immensely powerful, having some of the abilities that an Elder Brain has (like 'Creature Sense' and 'Psionic Hub') and having stronger psychic abilities than an average Mind Flayer. It is noted that an Elder Brain's reaction to an Ulitharid's rising is different, with some welcoming the Ulitharid as a powerful colony member, while others try and quash the Ulitharid, viewing it as a rival for power. 

There is a reason why I covered the three Mind Flayer variants in this order, because one needs the context of the Elder Brain to understand the Ulitharid. Ulitharids at some point will take a group of Mind Flayers with it and break away from the colony. When that Ulitharid dies, the Mind Flayers will take its body and place it in a brine pool, where it grows into a brand-new Elder Brain. This is how Elder Brains are created, meaning that the Ulitharid is the Mind Flayer equivalent to alates in ants or wasps... special types of insects in a hive whose main function is to fly off, mate and become the new queen. To my understanding, this is new lore in 5E, really tying in the fact that Elder Brains are Mind Flayers, instead of an unrelated aberration that they happen to worship or live in symbiosis with. I like this a lot better. 

Notably, Ulitharids need to do this voluntarily. Ulitharids that die of old age is too weak to transform into an Elder Brain. They need the strange, spine-like metal staff, which it will attach to the back of its head to crack it open, allowing its own brain to be extracted. This is some really fucked-up stuff, but for the Ulitharid it's just a stage of life.

Filling in this gap in the Illithid's life cycle is an interesting spot for the Ulitharid, but I also do like the addition of these 'noble' Illithids and the potential conflict that they may have within the colony. Sure, almost all Illithids are highly xenophobic and view all humanoids as food or vermin, but perhaps you might stumble upon an Ulitharid-vs-Elder-Brain drama within a Mind Flayer colony you're supposed to besiege. In any case, I really enjoy the artwork of the Ulitharid and find that they look so cool that having them as a prominent 'face' to differentiate itself from the regular Mind Flayers.  

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Mind Flayer - Alhoon

• 5.5E/5E: Medium Undead; Neutral Evil; CR 10
• 5E: Medium Undead; Any Evil; CR 22 (Illithilich)

Most Mind Flayers buy into this whole hivemind thing, but what about those that are a bit more... deviant? And these aren't Mind Flayers that take pity on the humanoids, but Mind Flayers that embrace arcane magic instead of psionics. While most Illithids treat the humanoids' wizardly magic with abhorrence or indifference, there are some who see this as a puzzle, or a way to acquire authority. These rogue Illithids that research and pursue wizardly magic are regarded as deviants by their society, and are exiled. 

The idea of 'arcanists' being exiled members of a Mind Flayer colony was briefly mentioned in the Monster Manual, but whatever the motivation of these deviants — whether they live a hermit life, look for new allies/minions, or fight their old colony — they will always be faced with the fact that it will never be able to join an Elder Brain. Thus, death of the physical body is true death to a species who from birth takes as fact that their mind will be immortal. This is a clever way to really tie in the themes explored with the Lich's desire for immortality.

And this leads to Mind Flayers to pursue lichdom. Which is a really cool way to tie in two of the more iconic monsters from Dungeons & Dragons. Volo's offers a CR 22 alternate variation to the Lich called an Illithilich, which just adds some psionics and Illithid abilities to the base Lich statblock from the Monster Manual. (Notably, this is one of the few statblocks from Volo's not represented in Monsters of the Multiverse). These Illithiliches are Illithids that get to lichdom the proper way. Alhoons are not. 

See, to become a Lich, one needs to be a master wizard. Mind Flayers aren't predisposed to being that. So a group of nine deviants called the Alhoon created a new system for these other deviants. The Alhoon creates a Periapt of Mind Trapping, which requires the sacrifice of souls to it, while multiple Mind Flayer Arcanists needed to create a ritual that is a combination of psionic and spellcasting. This shortcut turns them into creatures that would be called Alhoons, which are almost-Liches. The 5E and 3E artwork all depict the Alhoon in a pretty cool way, as desiccated, crackling Illithids with overly long fingers, cracked skin, sunken eyes and their skin barely cling to their flesh. One nice detail is that they have lost the ability to secrete mucus, making their octopi-esque features particularly dry. 

The primary difference is that the Periapt doesn't restore a slain Alhoon like a Lich's phylactery, but just shunts their souls/minds into the Periapt, where they can continue their communion in a limited way. Just like what is implied with a Lich's Phylactery, an Alhoon's Periapt contains souls and feeds on it, and Alhoons need to keep feeding souls to remain a sentient undead. The lifespan (undeathspan?) granted by this ritual is tied to the lifespans of the victims they feed to the Periapt. Interestingly, since it takes a minimum of three Alhoons to create a Periapt, this means that the three involved needs to decide how to best keep this anchor of immortality secure. All of this ultimately really still feels like 'mind flayer, but lich' to me, which isn't necessarily a bad thing... but I must confess that the most interesting thing is all the cultural intrigue about Mind Flayers banishing arcanists and there being enough of these arcanists to create a whole new mini-culture.

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Mindwitness

• 5.5E/5E: Large Aberration; Lawful Evil; CR 5

Mind Flayers create more adult Mind Flayers by implanting parasitic tadpoles into the brains of intelligent humanoids. The process of ceremorphosis is mentioned in the original Monster Manual, and given a lot more information in Volo's Guide to Monsters. As with any fiction that features parasites that mutate their hosts, a question is easily asked: what happens if the Mind Flayers to their parasitization on non-humans? And thus, as soon as the Mind Flayer ceremorphosis life cycle was introduced, alternate takes on Mind Flayer transformation have been seen all throughout D&D's history. Later books would show off Ettin Ceremorphs, Gnomish Ceremorphs and an Elder Brain Dragon. But Volo's merges the two headliner aberration monsters in D&D and gave us... the Mindwitness. 

A captured Beholder that is implanted with a Mind Flayer tadpole will merge with it and be transformed into a Mindwitness. Most importantly, the Mindwitness loses four of its eyestalks, which transform into a Mind Flayer's mouth-part tentacles that trail below. Visually, the Mindwitness's remaining eyeball and eyestalks kind of glaze over with a cataract-like layer, which isn't actually acknowledged in the prose, but I chose to interpret it as symbolic of the Beholder's original eye beams being weakened by the transformation. Indeed, while the Mindwitness has eye beams, they are the weaker variants found on the likes of Spectators and Gauths. 

Mindwitnesses are completely loyal to the Mind Flayer colony that created them, being devoted to their Elder Brain masters, and are most importantly used as 'telepathic hubs'. With a range of 600 feet, Mindwitnesses function as essentially servers or radio towers to extend the psionic abilities of its Mind Flayer or Elder Brain masters. It's an interesting alternate function, and I do really like that they thought of another reason that Mind Flayers might be hunting Beholders and creating Mindwitnesses beyond 'we want cool minions'. 

Interestingly, despite possessing an intelligence score of 15, something about this transformation apparently breaks the egos of the Beholder and the Illithid parasite. A Mindwitness that is separated from its Illithid masters do not revel in its freedom, but instead goes around looking for telepathic creatures to tell it what to do. While I presume beings like Beholders or the Gith would destroy the Mindwitness on sight, Volo's suggests extraplanar fiends or even flumphs as being able to adopt a Mindwitness and convert them to their cause. 

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