Artist: Helmuttt

deviantart.com/helmuttt
 Contents
The Mind Flayer
Creeds .................................................................................... 2
The Arcanist Creed 3
Creed Features .............................................................. 4
Arcanist Spell List ................................................... 7
The Creative Creed 8
Creed Features .............................................................. 9
Artisan Conclave ................................................. 11
Ceremorpher Conclave .................................. 12
Psion Conclave .......................................................13
Artisan Conclave: Psionic Seals ...........14
Artisan Conclave: Psychic Weapons . 15
Ceremorpher Conclave: Thrall
Companions ................................................................16
Creative Creed: Psionic Secrets ........... 19
The Influencer Creed 20
Creed Features ............................................................21
The Tamer Creed 24
Creed Features ............................................................25
The Venerator Creed 28
Creed Features ............................................................29
Venerator Spell List ............................................. 33

Psionic Disciplines and Talents

In this version, for a list of compatible Disciplines and Talents,
please refer to the fantastic options made by u/KibblesTasty.
You can find them here as well as at kthomebrew.com.

Artist: Matt Demino,

mattdemino.artstation.com
i
 The Mind Flayer

W
e hadn't noticed the air change as we delved Names
deeper into the caverns. Had we been more
careful, I supposed we would have noticed the True mind flayer names are communicated telepathically
warm, wet air that could have warned us of through a series of thoughts and images. Often times, these
the danger we were approaching. By the time names are roughly translated into deep speech or
we realized our foolishness, it was already too undercommon.
late as a deliberate voice echoed through our
minds. That's when the screaming began. Mind Flayer Traits
-Fenrick Willowmonte, Your Mind Flayer character has the following characteristics
Races of the Forgotten Isles in common with all Mind Flayers in addition to
characteristics associated with their creed.
Ability Score Increase. Your Intelligence increases by 2
Eldritch Beings and one ability score of your choice increases by 1.
Mind Flayers, or illithids in undercommon, are powerful Age. Once a tadpole has taken over a host and fully
psionic aberrations known across the many worlds and transformed, a mind flayer can live for up 125 years, and only
planes for their tireless pursuit of dominance over all other show a decline in their final few years.
intelligent lifeforms, seeking to add them to their obedient Alignment. Mind Flayers that are under the control of an
thralls. elder brain are almost invariably lawful evil. Those that have
In overall build, mind flayers are comparable to a slender freed themselves of this control, tend to retain this alignment,
human. In appearance however, all comparisons fall short. but this varies to an extent. Most all mind flayers tend to be
With a mauve to greenish-violet color and moist, rubbery lawful as opposed to chaotic.
texture, their skin glistens with mucus when properly Size. Mind Flayers take on the size of their host. Your size
nourished by a brain-rich diet. Each hand possesses only four is Medium.
slender fingers, and their feet consist of a pair of webbed Speed. Your base walking speed is 30 feet.
toes. Darkvision. You can see in dim light within 120 feet of you
Of course, their most notable feature is their elongated as if it were bright light, and in darkness as if it were dim
head similar, in ways, to an octopus with four flexible tendrils light. You can't discern color in darkness, only shades of gray.
that surround their lamprey-like mouths. These tendrils are Aberrant Nature You count as an aberration for the
dexterous and strong, and are constantly in motion, absently purposes of spells and effects.
curling and undulating. Tentacles You can grasp things with the four tentacles that
protrude from your face. They have a reach of 5 feet, and
each can lift up to twice your strength modifier (minimum
A Part of the Whole two pounds), or collectively up to eight times your strength
modifier (minimum eight pounds). You can use them to do the
While one mind flayer is enough to give any creature or following simple tasks: lift, drop, hold, push, or pull an object
adventurer pause, where there is one, likely there are many. or a creature; open or close a door or a container; grapple
Mind flayers typically exist within a colony. A proper colony someone; or make an unarmed strike. Your DM might allow
would consist of anywhere from a couple hundred to a couple other simple tasks to be added to that list of options.
thousand mind flayer in addition to other species. These Your tentacles can't wield weapons or shields but are
colonies exist within a hive mind, controlled by an elder brain, nimble enough for activities that require manual precision
a powerful entity that would exert telepathic control over a 5- such as using tools or magic items.
mile radius. Each mind flayer would have its own goals and When making an unarmed strike, your tentacles deal
personality, but still be subservient the will and dominion of psychic damage equal to 1d4 plus your intelligence modifier
the elder brain. instead of the bludgeoning damage normal for an unarmed
strike.
Renegade Illithid Languages. You can speak, read, and write Common, and
can speak and understand Deep Speech. You can also read
If a mind flayer were to venture beyond the reach of its elder and write Qualith, the tactile writings of illithids.
brain, it possible that it would acquire a will of its own. So Creeds. Mind flayers belong to one of several creeds
long as it remained free from the control of an elder brain, a including: the Arcanist, Creative, Influencer, Tamer, and
renegade mind flayer would develop stronger personality and Venerator creeds. Each creed represents an aptitude of mind
autonomy. In some cases, these mind flayers would establish flayer as well as a possible path in their pursuit of supremacy.
colonies of their own. In other cases, they might even seek
out and work with other species to accomplish their goals. A
renegade mind flayer always has a goal or ambition that they
are strive towards. Though, these goals can sometimes be
entirely self-serving, to a fault.

1
Creeds Once this die is rolled, it is lost. Once the die has been used
or lost, you can use your bonus action again to link minds
In addition to the traits listed above, choose one of the creeds with another creature or the same one again. You can use
listed below. In addition to the ability listed, this creed will this trait a number of times equal to your proficiency bonus,
replace the class you would normally choose as a player. and you regain all expended uses when you finish a long rest.
Each creed is details in the subsequent pages.
Playing a Mind Flayer
Arcanist Playing as a mind flayer offers many unique roleplaying
Mind Whisperer. You know the message cantrip. When you
cast the spell, you may do so without needing to point at the opportunities. The following are a few ideas to consider while
target or whisper the message. Likewise, the target does not making a character.
need to whisper their response, only think it. When you reach Backgrounds. Mind flayers are created through a ritual that
3rd level, you can cast the detect thoughts spell oncer per day involves a humanoid host and a mind flayer tadpole. When
without components. Intelligence is your spellcasting ability choosing your background skills, abilities, and languages
for these spells. consider that this background could be either the result of the
mind flayer's person experience, or fragments retained from
Creative the host from which the mind flayer was made.
Mind Explorer. As an action, choose one creature that you
can see within 60 feet of you. That creature must make an Diet. Mind flayers feed on brains. While brain matter can be
Intelligence saving throw. The DC for this saving throw preserved for storage, fresh brain is far superior and nutritious.
equals 8 + your Intelligence modifier + your proficiency A mind flayer can survive on the brains of any creature, but the
bonus. If the creature succeeds on the saving throw, you can't most desirable brain comes from a creature of greater
use this feature on it again until you finish a long rest. intelligence (Intelligence scores greater than 4). This is due to
If the creature fails its save, you can read its surface the psychic energy that present with the brains of these
thoughts (those foremost in its mind, reflecting its current creatures. After death, this energy slowly diminishes. Typically,
emotions and what it is actively thinking about) when it is a mind flayer only needs to feed on a single brain from a
within 60 feet of you. This effect lasts for 1 minute.
You can use this trait a number of times equal to your medium sized creature to subsist for an entire month.
proficiency bonus, and you regain all expended uses when Both the DM and player should discuss together how much
you finish a long rest. of this will play a role within the campaign as well as its
ramifications.
Influencer Personality. While the player decides how closely to follow
Mind Deceiver. You can cast the enthrall spell using your the selfish, power-hungry ambition of mind flayers established
psionic abilities oncer per day without needing somatic in lore, other aspects, or quirks, can a fun source of inspiration
components. When you reach 5th level, this increases to for roleplaying.
twice per day. Intelligence is your spellcasting ability for this
spell. Notably, when a mind flayer feeds on the brain of a creature,
occasionally stray thoughts, memories, or personality traits will
Tamer linger, merging with the mind flayer's own identity for a short
Mind Punisher. When you take damage from a creature you time. For example, after feeding on a particularly delicious
can see within 60 feet of you, you can spend your reaction to dwarf brain, the mind flayer took on the dwarf's accent as their
lash out at them with psychic energy, causing them to suffer own for a day.
as if hit by their own attack. The creature must make an Variant Option: Using Player Classes
Intelligence saving throw. The DC for this saving throw
equals 8 + your Intelligence modifier + your proficiency If a player would rather play a mind flayer using a different
bonus. A creature takes 2d6 psychic damage on a failed save, class other than the creeds listed here, have the player select
and half as much damage on a successful one. The damage either one of the creed traits listed above or the following
increases to 3d6 at 6th level, 4d6 at 11th level, and 5d6 at trait:
16th level. Telepathy. Your latent psionic abilities allow you touch the
You can use this trait a number of times equal to your minds of those around you. You can speak telepathically to any
proficiency bonus, and you regain all expended uses when creature you can see within 60 feet of you, and they can
you finish a long rest. respond in a similar fashion. You can do this simultaneously
with a number of creatures equal to your Intelligence modifier
Venerator
Mind Worshiper. As a bonus action, you link your mind with (minimum 1).
the mind of another creature you can see within 60 feet of Additionally, when casting a spell that requires the target to
you, bolstering their abilities and potential. For the next hear you, you can communicate directly to their mind in this
minute, the creature can roll the die and add the number way. This ability does not change the number of targets for the
rolled to one ability check, attack roll, or saving throw it spell.
makes. The creature can wait until after it rolls the d20
before deciding to use the die but must decide before the DM
says whether the roll succeeds or fails.

2
 The Arcanist Creed

T
he cloaked figure stepped out from the
shadows, revealing their form for the first time
since we had begun speaking with them. They
pointed both hands at us as they began
whispering in a language none of us could
recognize. Clutched in the writhing tentacles
on its face, they held a glowing crystal that
began to glow brighter as they completed the spell. On the
floor between us, runes we hadn't noticed earlier started to
glow with a sickly green color.
Outcasts and Apostates
Within a colony, arcane magic is looked down upon with
disdain as a lesser, impure form of power. Given their innate
psionic ability, most mind flayers feel that to rely on such
power is beneath them at best, and at worst an abomination.
Mind flayers that choose to explore arcane magics killed if
discovered within a colony. Outside of a colony, arcanist mind
flayers typically exist in solitude, seeking to hide from more
zealous mind flayers that might seek to kill them.
The Arcanist
An arcanist in many ways is not that different from a wizard
in their study and application of magic. A mind flayer arcanist
often will leverage their psionic abilities in order to become a
powerful caster as they learn to combine the two together.
Creating an Arcanist
When creating an arcanist, consider what initially drew them
to study magic. Was it means of escaping the control of their
elder brain? In their quest for power, did they feel it was the
best path towards supremacy. What are their feelings
towards psionic ability? Do they prefer to rely on the magic
they have studied, or do they seek to find a balance between
the two powers that lie at their fingertips?
Quick Build
You can make an Arcanist quickly by following these
suggestions. First, Intelligence should be your highest ability
score, followed by Constitution or Dexterity. Second, choose
the sage background. Third, choose the friends, mage hand,
and vicious mockery cantrips, along with the following 1st-
level spells for your spellbook: disguise self, dissonant
whispers, mage armor, magic missile, ray of sickness, and
sleep.

Artist: David Calabrese,

davidcalabrese.artstation.com
3
 The Arcanist Creed
Level Proficiency Bonus Features Cantrips Known 1st 2nd 3rd 4th 5th 6th 7th 8th 9th
1st +2 Telepath, Somatic Tentacles, Spellcasting 3 2 - — — — — — — —
2nd +2 Psychic Savant 3 3 - — — — — — — —
3rd +2 — 3 4 2 — — — — — — —
4th +2 Ability Score Improvement 4 4 3 — — — — — — —
5th +3 Mind Blast 4 4 3 2 — — — — — —
6th +3 Psychic Shield 4 4 3 3 — — — — — —
7th +3 — 4 4 3 3 1 — — — — —
8th +3 Ability Score Improvement 4 4 3 3 2 — — — — —
9th +4 — 4 4 3 3 3 1 — — — —
10th +4 Psionic Spellcasting 5 4 3 3 3 2 — — — —
11th +4 Extract Brain 5 4 3 3 3 2 1 — — —
12th +4 Ability Score Improvement 5 4 3 3 3 2 1 — — —
13th +5 — 5 4 3 3 3 2 1 1 — —
14th +5 Spell Stealer 5 4 3 3 3 2 1 1 — —
15th +5 — 5 4 3 3 3 2 1 1 1 —
16th +5 Ability Score Improvement 5 4 3 3 3 2 1 1 1 —
17th +6 — 5 4 3 3 3 2 1 1 1 1
18th +6 Perfect Memory 6 4 3 3 3 3 2 1 1 1
19th +6 Ability Score Improvement 6 4 3 3 3 3 2 1 1 1
20th +6 Invasive Casting 6 4 3 3 3 3 2 2 1 1

Telepath
Creed Features Beginning at 1st level, your latent psionic abilities allow you
As an Arcanist, you gain the following creed features: touch the minds of those around you. You can speak
telepathically to any creature you can see within 60 feet of
Hit Points you, and they can respond in a similar fashion. You can do
Hit Dice: 1d8 per arcanist level this simultaneously with a number of creatures equal to your
Hit Points at 1st Level: 8 + your Constitution modifier Intelligence modifier (minimum 1).
Hit Points at Higher Levels: 1d8 (or 5) + your Constitution Additionally, when casting a spell that requires the target to
modifier per arcanist level after 1st hear you, you can communicate directly to their mind in this
way. This ability does not change the number of targets for
Proficiencies the spell.
Armor: none
Weapons: Simple weapons Somatic Tentacles
Tools: Choose one: jewler's tools or smith's tools At 1st level, you can use your tentacles to cast the somatic
Saving Throws: Charisma, Intelligence components of spells as long as you have at least two free
Skills: Choose two from Arcana, History, Insight, tentacles.
Investigation, Persuasion, and Religion.
Equipment Spellcasting
You start with the following equipment, in addition to the As a manipulator of arcane magic, you have a spellbook or
equipment granted by your background: psionic tome that contains the secrets you gathered from
disparate sources.
(a) quarterstaff or (b) dagger
(a) a component pouch or (b) an arcane focus
(a) a scholar’s pack or (b) an explorer’s pack
(a) spellbook or (b) a psionic tome

4
 Cantrips Learning Spells of 1st Level and Higher
At 1st level, you learn three cantrips of your choice from the Each time you gain an arcanist level, you can add two arcanist
arcanist spell list. You learn additional arcanist cantrips of spells of your choice to your spellbook or psionic tome. Each
your choice at higher levels, as shown in the Cantrips Known of these spells must be of a level for which you have spell
column of the Arcanist table. slots, as shown on the Arcanist table. On your adventures,
you might find other spells that you can add to your spellbook
Spellbook and Psionic Tome or psionic tome (see "Your Psionic Tome" or the Wizard's
At 1st level, you have a spellbook or psionic tome that "Your Spellbook").
contains six 1st-level arcanist spells of your choice. You
spellbook or psionic tome is the repository of the arcanist Your Psionic Tome
spells you know, except your cantrips, which are fixed in your Your Psionic tome is a strange tablet made of a variety of
mind. metals and materials. Across it are words and symbols written
in Qualith. This curious item functions as a psionic storage
Preparing and Casting Spells
The Arcanist table shows how many spell slots you have to device, allowing you to store more information than your
cast your spells of 1st level and higher. To cast one of these memory would typically allow.
spells, you must expend a slot of the spell's level or higher. In most cases, it functions like a typical spellbook. For
You regain all expended spell slots when you finish a long another person to access the information contained, they
rest. must either understand Qualith or have psionic abilities.
You prepare the list of arcanist spells that are available for Adding a spell to its storage is the same as with a spellbook. It
you to cast. To do so, choose a number of arcanist spells from can also be used as an arcane focus by any individual who can
your spellbook equal to your Intelligence modifier + your
arcanist level (minimum of one spell). The spells must be of a access the information it contains.
level for which you have spell slots. Replacing the Tome. You can copy information to another
For example, if you're a 3rd-level wizard, you have four 1st- tome in the same method you would a spellbook. To create a
level and two 2nd-level spell slots. With an Intelligence of 16, new tome requires 5 hours and 100gp in materials. The
your list of prepared spells can include six spells of 1st or 2nd individual creating the tome must be able to write Qualith and
level, in any combination, chosen from your spellbook. If you be proficient with jeweler's or smith's tools.
prepare the 1st-level spell magic missile, you can cast it using
a 1st-level or a 2nd-level slot. Casting the spell doesn't remove
it from your list of prepared spells. Psychic Savant
You can change your list of prepared spells when you finish Beginning at 2nd level, your psionic potential enhance your
a long rest. Preparing a new list of arcanist spells requires spellcasting abilities. The gold and time you spend to copy
time spent studying your spellbook and memorizing the any spell that deals psychic or force damage or causes the
incantations and gestures you must make to cast the spell: at charmed condition into your spellbook or psionic tome is
least 1 minute per spell level for each spell on your list. halved.
Spellcasting and Psionic Ability Psionic Enhancement
Intelligence is your spellcasting ability for your arcanist spells
since you learn your arcanist spells through dedicated study At 2nd level, by focusing your mind, you have discovered that
and memorization. You use your Intelligence whenever a you can improve upon spells beyond other magic users.
spell refers to your spellcasting ability. In addition, you use When you roll psychic or force damage for any arcanist spell,
your Intelligence modifier when setting the saving throw DC you can reroll any of those damage dice that rolls a 1, but you
for an arcanist spell you cast and when making an attack roll must use the new roll. Also, the following cantrips receive the
with one. Use the same save DC and modifiers when using modifications listed below:
Mind Blast and Extract Brain features. Friends. When the spell ends, the target doesn't become
Spell save DC = 8 + your proficiency bonus + your hostile to you.
Intelligence modifier Mage Hand. You can make the hand invisible when you
Spell attack modifier = your proficiency bonus + your cast the spell, and controlling the spell is a bonus action for
Intelligence modifier you.
Ritual Casting Ability Score Improvement
You can cast an arcanist spell as a ritual if that spell has the When you reach 4th level, and again at 8th, 12th, 16th, and
ritual tag and you have the spell in your spellbook. You don't 19th level, you can increase one ability score of your choice
need to have the spell prepared. by 2, or you can increase two ability scores of your choice by
1. As normal, you can’t increase an ability score above 20
Spellcasting Focus using this feature.
You can use an arcane focus as a spellcasting focus for your
arcanist spells. Additionally, you can use your psionic tome as
an arcane focus.

5
Mind Blast As well, if the target knew any spells, you are able to extract
these. You gain a number of spells the target knew up to your
Starting at 5th level, when you take the Attack action, you can Intelligence modifier (minimum 1) for 24 hours. During this
replace one of your attacks with a psychic wave of energy is a time, treat them as additional, prepared spells and can
15-ft cone. Each creature in that area must succeed on an transfer these spells to your spellbook or psionic tome.
Intelligence saving throw or take 2d8 psychic damage on a
failed save, or half as much damage on a successful one. The Perfect Recall
damage for this ability increase by 1d8 when you reach 8th Starting at 18th level, you have completely melded your
level (3d8), 12th level (4d8), and 16th level (5d8). psionic abilities with your arcane expertise. You are able to
You can use this ability a number of times equal to your cast all spells you have learned without needing to prepare
proficiency bonus, and you regain all expended uses when them and learning new spells takes half the time and
you finish a long rest. resources. You also make Arcana and History checks with
Psychic Shield advantage.
Beginning at 6th level, you have learned to combine your Invasive Casting
arcane knowledge and psionic abilities. As a bonus action,
you can conjure a near-invisible shield of psychic and arcane At 20th level, your mind is a powerful arcane force. When
energy. For 1 minute, you can add your Intelligence modifier casting a spell or using an ability that deals psychic damage
to your AC. or causes the charmed condition, all targets make their
As well, when you create the shield, choose one damage saving throws at disadvantage.
type to gain resistance to for the duration.
Once you've used this ability, you cannot do so again until
you have completed a short or long rest.
Psionic Spellcasting
Starting at 10th level, you have found further connections
between your arcane power and psionic potential. Your spells
deal additional damage equal to your Intelligence modifier.
In addition, if your psychic shield is active, you can add
your Intelligence modifier to Dexterity saving throws.
Extract Brain
At 11th level, living off the brains of deceased creatures is no
longer satisfying. As an action, you make an unarmed strike
with your tentacles against a humanoid that is Large or
smaller. On a hit, it is grappled and must succeed on an
Intelligence saving throw or be stunned until the grapple
ends. If the target was hit by your Mind Blast within the last
minute, they make their Intelligence save at disadvantage.
On your next turn, you can spend your action to make
another unarmed strike on a grappled and incapacitated
target using your spellcasting modifier. On a hit, you deal
5d10 piercing damage and 5d10 psychic damage as you
begin to feast on their psionic energy and brain.
If this damage reduces the target to 0 hit points, the target
is killed instantly as you extract and devour its brain. When
this happens, you can gain random knowledge and memories
from the target, as determined by the DM. This memory and
knowledge is lost after a long rest if not recorded. The target
is released from the grapple at the end of your turn.
Once you've used this ability, you cannot do so again until
you have completed a long rest.
Mind Stealer
Beginning at 14th level, you harness your arcane power as
you devour the brains and psionic energy of an individual. If
the target of your Extract Brain attack does not die, you still
gain the knowledge and memories of the individual. In
addition, you gain temporary hit points equal to your Arcanist
level.

6
 Arcanist Spell List
For the Arcanist spell list, you have access to the Wizard's spell list
with the additions shown below.
Cantrips (0 Level)
Encode Thoughts
Vicious Mockery
1st Level
Command
Compelled Duel
Dissonant Whispers
2nd Level
Calm Emotions
Enthrall
3rd Level
Hunger of Hadar
4th Level
Compulsion
5th Level
Awaken

Artist: Jeff Kristian, artofjeffkristian.com

7
The Creative Creed

T
he old mind flayer studied us for a long while
before reaching for an odd-looking item on its
desk. We had somehow resisted their control,
and this mind flayer, along with the handful
behind him, were determined to discover how.
This one curled its tentacles in a wave like
pattern that almost looked thoughtful as it
reached out with the odd contraption, touching me with its
pointed edge.
Power in Progress
For members of the creative creed, progress and discovery
are the key to ultimate power. It is this creed that tasks itself
with the creation over new psionic items, disciplines, and
aberrant creations.
Likeminded mind flayers will combine their efforts and
create a conclave of up to about a dozen individuals. While
these conclave members will work together in general
research, any significant discovery is closely guarded by the
one who found it. In discovery lies power, and there is
nothing more precious to a creative.
The Creative
Creatives are the pioneers of mind flayer society and
ultimately responsible for all of the technology and
advancements a colony makes. Outside of a colony, a member
of the creative creed can sometimes have difficulty
transitioning to solitary work, where collaborative conclaves
were previously the norm. In some cases, this causes creative
mind flayers to work with other species in their research.
Others will work towards creating a thrall or two, which they
will keep as a company.
Creating a Creative
When creating a mind flayer from the creative creed perhaps
consider what their ultimate goal is. What major discovery
are they constantly working towards? Is it the creation of a
vessel that will allow for travel into space? Or perhaps they
are seeking the ultimate psionic discipline or a new thrall
that will lead to dominance. At 2nd level, you choose your
creative conclave, this overarching goal might be a
determining factor in their chosen conclave along with their
general interests and aptitudes.
Quick Build
You can make a Creative quickly by following these
suggestions. First, Intelligence should be your highest ability
score, followed by Constitution or Dexterity. Second, choose
the Guild Artisan background.

Artist: Riccardo Zoppello, zoppy.artstation.com

8
 The Creative Creed
Level Proficiency Bonus Features Disciplines Known Psi Points Psi Limit Talents Known
1st +2 Psionics, Telepath 1 1 1 —
2nd +2 Creative Conclave, Psionic Talents 1 2 1 2
3rd +2 Mind Blast 2 3 2 2
4th +2 Ability Score Improvement 2 4 2 2
5th +3 Psionic Siphon 2 5 3 3
6th +3 Conclave Feature 2 6 3 3
7th +3 — 2 7 4 4
8th +3 Ability Score Improvement 2 8 4 4
9th +4 — 2 9 5 5
10th +4 Extract Brain 2 10 5 5
11th +4 Conclave Feature 3 11 6 5
12th +4 Ability Score Improvement 3 12 6 6
13th +5 Psionic Secrets 3 13 7 6
14th +5 Conclave Feature 3 14 7 6
15th +5 Psionic Secrets 3 15 8 7
16th +5 Ability Score Improvement 3 16 8 7
17th +6 Psionic Secrets 3 17 9 7
18th +6 Conclave Feature 4 18 9 8
19th +6 Ability Score Improvement 4 19 10 8
20th +6 Creedmaster Feature 4 20 10 8

Telepath
Creed Features Beginning at 1st level, your latent psionic abilities allow you
As a Creative, you gain the following creed features: touch the minds of those around you. You can speak
telepathically to any creature you can see within 60 feet of
Hit Points you, and they can respond in a similar fashion. You can do
Hit Dice: 1d8 per creative level this simultaneously with a number of creatures equal to your
Hit Points at 1st Level: 8 + your Constitution modifier Intelligence modifier (minimum 1).
Hit Points at Higher Levels: 1d6 (or 5) + your Constitution Additionally, when using an ability or casting a spell that
modifier per creative level after 1st requires the target to hear you, you can communicate directly
to their mind in this way. This ability does not change the
Proficiencies number of targets for the spell.
Armor: Light armor
Weapons: daggers, darts, slings, quarterstaffs, light Psionics
crossbows The power of your mind allows you to exert your will upon
Tools: One type of artisan's tools of your choice the physical world through mere thought. Your psionic
Saving Throws: Intelligence, Wisdom powers allow you to interact with the world in a number of
Skills: Choose two from Deception, History, Insight, ways as you hone and perfect your abilities.
Investigation, Persuasion, and Religion.
Equipment
You start with the following equipment, in addition to the
equipment granted by your background:
(a) quarterstaff or (b) dagger
(a) leather armor
(a) a scholar’s pack or (b) an explorer’s pack

9
Psionic Disciplines Creative Conclave
Through practice and focused study, you are granted access When you reach 2nd level, you choose a creative conclave
to a psionic discipline (such as Telepathy or Telekinesis). A from the list of available conclaves, dictating the focus of your
psionic discipline comes with a passive feature that expands studies and thirst for knowledge. Most conclaves consist of at
your character's capabilities and an active psionic power that most twelve Mind Flayers and carefully guard the secrets
can be modified and empowered with Psi Points. they are able to discover. Your choice grants you features at
Additionally, you can use your discipline in more detailed 2nd level and again at 6th, 11th, 14th, and 20th level.
applications to recreate the effect of certain spells, listed at
the end of the discipline description. At 3rd level you can Mind Blast
select an additional discipline, and again at 11th and 18th
level. Starting at 3rd level, when you take the Attack action, you can
Psionic powers are suppressed by anti-magic field and can replace one of your attacks with a psychic wave of energy is a
be dispelled with dispel magic but are only affected by 15-ft cone. Each creature in that area must succeed on an
counterspell if recreating the effect of a spell. Any check Intelligence saving throw or take 2d8 psychic damage on a
required to dispel magic, counterspell or identify a spell being failed save, or half as much damage on a successful one. The
cast with Psionics is made at disadvantage unless the caster damage for this ability increase by 1d8 when you reach 8th
also has the Psionics feature. The spell detect magic will level (3d8), 12th level (4d8), and 16th level (5d8).
detect the usage of psionics, but not their nature - it will show You can use this ability a number of times equal to your
up as a mysterious untyped power, even if being used to proficiency bonus, and you regain all expended uses when
generate the effect of a spell. you finish a long rest.
When recreating a spell through a Psionic effect (using a
Psionic discipline to cast the spell) the spell has no Material Ability Score Improvement
or Somatic components. As a Mind Flayer, while recreating a When you reach 4th level, and again at 8th, 12th, 16th, and
spell does not require Somatic components, any individual 19th level, you can increase one ability score of your choice
with psionic abilities would be able to see a subtle glow by 2, or you can increase two ability scores of your choice by
around your person as you channel the powers of your mind. 1. As normal, you can’t increase an ability score above 20
Psi Points using this feature.
Starting at 1st level, you gain access to Psi Points used to fuel Psionic Siphon
psionic discipline powers and effects. You have a number of
Psi Points equal to your Creative level and regain all spent Beginning at 5th level, you have learned to tap into the
points after completing a short or long rest. You can spend a psionic energy of minds of those you infiltrate. Whenever you
number of Psi Points equal to half your Psion level (rounded deal psychic damage to a target, you gain a number of
up) at a time (for example, at level 5, you can spend 3 psi Temporary Psi Points equal to your Proficiency Bonus. This
points on psionic power or cast a spell with a cost of 3 psi can be spent to empower Psionic Disciplines, but not to
points). recreate spells or fuel Psionic Talents. Points can be split
between different abilities.
Psionic Ability The number of Temporary Psi Points you possess cannot
Psionic powers, psionic talents, and spells gained through exceed double your Proficiency Bonus. Any unspent
this class use your Psionic ability. You use your Intelligence Temporary Psi Points are lost during a long rest.
whenever an ability refers to your psionic ability. In addition,
you use your Intelligence modifier when setting the saving Conclave Feature
throw DC for a psionic ability and when making an attack roll At 6th level, you gain a feature granted by your Creative
with one. Use the same save DC and modifiers when using Conclave.
Mind Blast and Extract Brain features.
Psionic Ability save DC = 8 + your proficiency bonus +
your Intelligence modifier Extract Brain
Psionic Ability attack modifier = your proficiency bonus + Starting at 10th level, living off the brains of deceased
your Intelligence modifier creatures is no longer satisfying. As an action, you make an
unarmed strike with your tentacles against a humanoid that
Psionic Talents is Large or smaller. On a hit, it is grappled and must succeed
Starting at 2nd level, you gain access to a Psionic Talent on an Intelligence saving throw or be stunned until the
allowing you to further specialize. Pick two talents from the grapple ends. If the target was hit by your Mind Blast within
list of Psionic Talents presented at the end of the class the last minute, they make their Intelligence save at
description. You can pick an additional Psionic Talent at 5th, disadvantage.
7th, 9th, 12th, 15th, and 18th level. When you level up, you On your next turn, you can spend your action to make
can replace a Psionic Talent you have previously selected another unarmed strike on a grappled and incapacitated
with a different option. target using your spellcasting modifier. On a hit, you deal
5d10 piercing damage and 5d10 psychic damage as you
begin to feast on their psionic energy and brain.

10
 If this damage reduces the target to 0 hit points, the target is
killed instantly as you extract and devour its brain. When this
happens, you can gain random knowledge and memories The Artisan
from the target, as determined by the DM. This memory and
knowledge is lost after a long rest if not recorded. The target Level Seals Known Active Seals
is released from the grapple at the end of your turn. 1st — —
Once you've used this ability, you cannot do so again until 2nd 4 2
you have completed a long rest.
3rd 4 2
Conclave Feature 4th 4 2
At 11th level, you gain a feature granted by your Creative 5th 4 2
Conclave. 6th 6 3
Psionic Secret 7th 6 3
Beginning at 13th level, you have discovered the ability to 8th 6 3
exert great feats of psionic power. Choose one 7th-level spell 9th 6 3
from the Creative spell list as an innate ability. You can use 10th 8 4
this innate ability to cast this spell once. You must finish a
long rest before you can do so again. At higher level, you gain 11th 8 4
more innate abilities of your choice that can be used in this 12th 8 4
way: one 8th level spell at 15th level, and one 9th-level spell at
17th level. You regain all uses of your Psionic Secret when 13th 8 4
you finish a long rest. 14th 10 5
Psionic Secret are well beyond the normal scope of your 15th 10 5
powers and are not restricted by what disciplines you have.
Unlike psionic disciplines, they require any component the 16th 10 5
spell requires. 17th 10 5
18th 12 6
Conclave Feature
19th 12 6
At 14th level, you gain a feature granted by your Creative
Conclave. 20th 12 6

Conclave Feature
At 20th level, you gain a feature granted by your Creative
Conclave. Tool Proficiency
When you join this conclave at 2nd level, you gain proficiency
Creative Conclaves with tinker's tools and two other artisan's tools of your choice.
At the heart of every Creative is the desire for more power. Psionic Seals
And to a Creative, knowledge is power. In this pursuit,
different Mind Flayers will often combine their efforts into Beginning at 2nd level, you gain the ability to create seals or
small groups, known as Conclaves, to work together in psionic circuitry that gather and store psionic energy.
secret, hoping to tease out secrets from the universe.
If a single Mind Flayer discovers a secret of their own, they Seals Known
will split off on their own. In some cases, creating their own When you gain this feature, pick two psionic seals to learn,
conclave. In others, hoarding the secret for themselves, choosing from the "Psionic Seals" section at the end of the
relishing in the power they have received. conclave's description. The number of seals you can know
appears in the Seals Known column of the Artisan table.
Artisan Conclave When you gain a level, you choose to learn a different seal,
forgetting a previously known seal.
For some creatives, their quest for hidden knowledge has led
them to experimenting with devices and contraptions of their
own design, infusing them with psionic power. Conclaves of
this type have resulted incredible machines and powerful
weapons.

11
Creating a Seal Psionic Infusions
Whenever you finish a long rest, you can touch a nonmagical When you reach 14th level, your studies and experiments
object and imbue it with one of your psionic seals, turning it have allowed you to create incredible prototypes. In addition
into a psionic item. Alternatively, you can imprint your seal on to Psionic Seals, you can also recreate the effects listed for
to a creature in the form of psionic tattoo. A seal works on artificer infusions, following the same prerequisites.
only certain kinds of objects or creatures, as specified in the
seal's description. If the item requires attunement, you can Creedmaster: Artisan
attune yourself to it the instant you create the seal. If you At 20th level, in addition to your abilities granted by your
decide to attune to the item later, you must do so using the seals and infusion, you've mastered the creation psionic
normal process for attunement (see "Attunement" in chapter warding and gain the following:
7 of the Dungeon Master's Guide).
Your seals remains in an item indefinitely, but when you You gain a +1 bonus to all saving throws per psionic
die, the seal vanishes after a number of days have passed weapon, seal, or infusion you are currently attuned to.
equal to your Intelligence modifier (minimum of 1 day). The If you're reduced to 0 hit points but not killed outright, you
seal also vanishes if you give up your knowledge of the seal can use your reaction to end one of your psionic seals,
for another one. causing you to drop to 1 hit point instead of 0.
You can create more than one seal at the end of a long rest, When you take damage, as a reaction to being hit you can
and the object must be nonmagical; the maximum number of end all of your psionic seals and infusions at once,
seals appears in the Active Seals column of the Artisan table. reducing the damage taken to 0 and granting you
You must touch each of the objects or creatures, and each of resistance to all damage types until the start of your next
your seals can be in only one object or creature at a time. turn.
Moreover, no object can bear more than one of your seals at a
time. If you try to exceed your maximum number of seals, the Ceremorpher Conclave
oldest seal immediately ends, and then the new infusion
applies. If applied to a creature, they cannot possess more The Ceremorpher Conclave concerned themselves mostly
seals than they have available attunement slots. with the discovery of new ceremorphs and other aberrations.
If a seal ends on an item that contains other things, like a While not as involved with the care of thralls or typical
bag of holding, its contents harmlessly appear in and around ceremorphing duties, ceremorpher conclaves spend their
its space. time experimenting with new creatures.
Psychic Weapons Thrall Companion
At 2nd level, learn to craft weapons with psionic sensitivity When you choose this conclave at 2nd level, you gain a thrall
(refer to "Psychic Weapons" for stats). You have proficiency companion. This is a creature that you have made through
with these weapons. A psychic weapon counts towards your your own experimentations. This creature can be a cranium
active seals. rat, gnome squidling, intellect devourer, oblex spawn, or
another creature at your DM's discretion.
Extra Attack This creature behaves as though it were created by the find
Starting at 6th level, you can attack twice, rather than once, familiar spell, with the following differences:
whenever you take the Attack action on your turn. Your companion can not be dismissed to a pocket
dimension unless you have another ability that allows for
Psychic Reservoir it.
At 11th level, you learn how to store pure psionic energy into If your companion dies, you must create a new one.
crystal. When you finish a long rest, you can touch one When you take the Attack action, you can forgo one of
gemstone worth at least 100gp, choosing to either store Psi your own attacks to allow your thrall companion to use its
Points up to your Intelligence modifier or to store a Psionic reaction to make one attack of its own.
Discipline effect known to you that costs a number of Psi
Points up to your Intelligence Modifier that requires 1 action Thrall Maker
to cast. (Alternate Effects cannot be stored in this way.) At 6th level, your experiments have resulted in more powerful
While holding the crystal, a creature can take a bonus creations. You gain the ability to make the following creatures
action to absorb the raw psionic power, adding the Psi Points as your thrall companion: brain golem, mindglarer,
to their total available and depleting the crystal, or an action mozgriken, and swarm of cranium rats*.
to produce the Psionic Discipline's effect from it, using your *At this level, swarm of cranium rats only has access to its
Psionic ability modifier. If the effect requires concentration, At-will spells. At 14th level, it has access to its 1/day each
the creature must concentrate. The effect stays in the crystal spells.
until it's been used a number of times equal to twice your
Intelligence modifier (minimum of twice) or until you use this Psionic Extension
feature again to store an effect in the crystal. Beginning at 11th level, the psionic link between you and
If a new reservoir is made, the old one loses any stored your thrall companion becomes stronger. The range of your
energy or effect. telepathic connection increases to 1 mile. Additionally, when
using its senses, you can use your telepath ability to speak
with any creature within range of your companion.

12
 Thrall Master
Starting at 14th level, your proficiency in creating
ceremorphs allows you to have up to 2 thrall companions at
once. As well, each companion's hit point maximum is
increased by an amount equal to your ceremorpher level.
Creedmaster: Ceremorpher
At 20th level, your mastery of ceremorphing allows you to
have up to 3 thrall companions at once. Each companion's hit
point maximum is increased by an amount equal to your level
and adds your proficiency bonus to its attack damage rolls.

Psion Conclave
Psion Conclaves pride themselves on being one of the oldest
forms of conclave, and often view others as inferior. These
individuals focus on the advancement and discovery of
psionic disciplines and the power of individuals.
Psionic Prodigy
When you join this conclave at 2nd level, you choose a psionic
talent in addition to the talents granted by your creed level.
Tactical Cunning
At 2nd level, you gain a subtle insight into the intentions of
those around you. You can add your Intelligence modifier to
your initiative rolls.
Thought Shield
Starting at 6th level, you gain resistance to psychic damage,
and you have advantage on saving throws against being
charmed or frightened.
Early Secrets
At 11th level, your singular focus on studying the potential of
psionics has granted you power beyond that of your
colleagues. Choose one 6th-level spell from the Creative spell
list as an innate ability. (Refer to the "Psionic Secret" feature
granted at 13th level.)
Potent Blast
Beginning at 14th level, your mind blast has become
staggeringly powerful. When using your Mind Blast ability,
you can choose one of the following:
Add your Intelligence modifier to the damage roll.
Increase the size of the cone from 15 feet to 30 feet.
Instead target one creature within range, on a failed save
the target is stunned until the end of their next turn.
Creedmaster: Psion
At 20th level, your knowledge of psionics is unparalleled.
Choose an additional spell from levels 6, 7, and 8 of the
Creative Spell list and add them to your Psionic Secrets.

Artist: Victor Tan, victortandesign.com

13
 Artisan Conclave: Psionic Seals
Seal of Alarm Seal of Opening
Prerequisites: item Prerequisites: 6th level, tattoo (Requires Attunement) or
This seal recreates the effects of the alarm spell centered thieves' tools
on the item's location. In addition to designating creatures, Tattoo The wearer of this tattoo can use their action to
you can choose a password to keep the alarm from being create the effects of the knock spell, but without the loud
activated. Once triggered, the seal cannot be used again for knock.
24 hours. Once this ability has been used, it cannot be used again
At 10th level, all creatures within range of the alarm once until the wearer completes a short or long rest.
triggered that do not know the password, if there is one, take Thieves' Tools Using thieves' tools containing the seal
2d6 + your Intelligence modifier in psychic damage. reduces the DC of both magical and mundane locks by 10.
Seal of Cunning Seal of Psionic Focus
Prerequisites: 14th level, tattoo (Requires Attunement) Prerequisites: tattoo (Requires Attunement) and psionic
The wearer can add their Intelligence modifier to any roll ability
that uses their Strength or Dexterity modifier, including While wearing this seal, a creature gains a +1 bonus to
attack, damage, initiative, saves, and skill check rolls. psionic attack rolls. In addition, the creature ignores half
cover when making a psionic attack.
Seal of Healing At 10th level, the bonus increases to +2.
Prerequisites: tattoo (Requires Attunement)
As an action, the wearer of this tattoo can touch a creature Seal of Repulsion
(including themself) and heal them with psionic energy. The Prerequisites: 8th level, tattoo (Requires Attunement) or a
target regains 2d10 + the wearer's Intelligence modifier simple or martial melee weapon (Requires Attunement)
(minimum 1) hit points. As a tattoo, the wearer gains a +1 bonus to hit with
Once this ability has been used, it cannot be used again unarmed strikes. As a weapon it grants the wielder a +1
until the wearer completes a long rest. bonus to hit.
The seal has a number of charges equal to the wearer's
Seal of Invulnerability Intelligence Modifier (minimum 1). On a hit, the wearer can
Prerequisites: 10th level, tattoo (Requires Attunement) use their reaction to expend 1 of the seal's charges and push
As a reaction, the user can reduce the bludgeoning, the target up to 15 feet away. Alternatively, if the wearer takes
piercing, or slashing damage of a nonmagical attack to 0. the shove action, the distance pushed increases to 20 feet by
Once this ability has been used, it cannot be used again expending 1 charge.
until the wearer completes a long rest. The seal regains 1d4 expended charges after completing a
short or long rest.
Seal of Knowing
Prerequisites: 8th level, tattoo (Requires Attunement) or item Seal of Resistance
As long as the wearer or item are on the same plane of Prerequisites: 8th level, tattoo (Requires Attunement)
existence as you, you can use your action to connect with the As a bonus action, the wearer becomes resistant to one
seal psionically. damage type of their choice for 1 minute: acid, cold, fire,
Tattoo When connected to a creature in this way, you know lightning, or poison.
the general description of their surroundings, their health, Once this ability has been used, it cannot be used again
and mental state. until the wearer completes a short or long rest.
Item When connected to an item in this way, you know the
general description of its surroundings, its condition, and Seal of Surging
status (for example if a door or book is open or closed). Prerequisites: 6th level, tattoo (Requires Attunement)
Once this ability has been used, it cannot be used again On their turn, the wearer can take one additional action.
until the wearer completes a short or long rest. Once this ability has been used, it cannot be used again
until the wearer completes a long rest.
Seal of Locking
Prerequisites: 4th level, item Seal of Warning
This seal recreates the effects of the arcane lock spell. Prerequisites: 4th level, item
At 10th level, when creating the seal, you can choose to When creating this seal choose one of the following:
have it deal 3d4 psychic damage to any creature that fails an aberration, celestial, dragon, fey, fiend, or undead.
attempt to open it without the password. This item glows softly when a creature of the chosen type
is within 120 feet of it.
At 10th level, the range of this effect increases to 240 feet.

14
 Artisan Conclave: Psychic Weapons
Generic variant, rare (requires attunement)
The blade of this weapon is dark until wielded by a
creature of notable intelligence. When this happens, the
psionic circuitry within the blade becomes active and glows.
When using this weapon, you gain the benefits listed in the
table below depending on your Intelligence modifier. If this
weapon is left unattuned for more than 24 hours, the psychic
power leaves and it becomes a mundane weapon.
Psychic Weapon Abilities
INT
Mod. Bonus Ability
up —/— None
to 0
1 —/— Counts as Magic Weapon
2 +1/— Once per day, user can reroll one attack. Must
keep the second roll.
3 +1/+1 While drawn, user is hidden from divination
magic. Can't be targeted by such magic or
perceived through magical scrying sensors.
4 +2/+2 Resistance to Psychic damage
5+ +3/+3 On a critical hit, the target must succeed a
DC 18 Intelligence Save or be stunned until
the end of their next turn.

Creating Psychic Weapons

A psychic weapon is the result of complex application of
psionic circuitry. The effects and abilities of the weapon can
vary, and the ones listed here are an example that can be
changed at the DM's discretion.
Creating a Psychic Weapon. To create a psychic weapon, you
must possess a mundane weapon that you wish to use as the
base. The process requires 5 hours and 100gp in materials.
Once created, you can choose to attune to it immediately
similar to how you would a Psionic Seal.

15
Ceremorpher Conclave: Thrall
Companions
Lesser Brain Golem Mind Blast (Recharge 5–6). The brain golem emits
psychic energy in a 30-foot cone. Each creature in that
Small construct, lawful evil
area must succeed on a DC 13 Intelligence saving
Armor Class 13 throw or take 6 (1d8 + 2) psychic damage and be
Hit Points 49(1d4 + 5) stunned for 1 minute. A creature can repeat the saving
Speed 30ft. throw at the end of each of its turns, ending the effect
on itself on a success.

STR DEX CON INT WIS CHA Variant: Thrall Companion Lesser Brain Golem
13 (+1) 6 (-2) 12 (+1) 10 (+0) 6 (-2) 5 (-3) While brain golems made from a bud of an elder
brain and are unfailingly loyal to the elder brain and
Damage Immunities psychic colony they belong, lesser brain golems share a
Condition Immunities charmed, exhaustion, frightened,
paralyzed, petrified, poisoned similar loyalty to their creator. As a result, lesser brain
Senses darkvision 60ft., passive Perception 8 golems prove to be useful, and powerful,
Languages understands Deep Speech, but can't speak
companions to the mind flayer that creates them. A
Challenge 1 (200 XP)
brain golem serving as a thrall companion has the
Psychic Absorption. Whenever the golem is subjected to following trait.
psychic damage, it takes no damage and instead regains Thrall Companion. The lesser brain golem can serve as
a number of hit points equal to the psychic damage
dealt. a thrall companion to the creature that creates it,
forming a telepathic bond with its creator. While the
Immutable Form. The golem is immune to any spell or
effect that would alter its form. two are bonded, the creator can sense what the brain
golem senses as long as they are within 1 mile of
Actions each other. If the creator dies, the brain golem will
Slam. Melee Weapon Attack: +3 to hit, reach 5 ft., one not bond another creature and is aggressive to any
target. Hit: 4 (1d6 + 1) bludgeoning damage.
that approach it.

16
 Mindglarer 4. Telekinetic Ray. If the target is a creature that is
Medium or smaller, it must succeed on a DC 12
Tiny aberration, lawful evil
Strength saving throw or be moved up to 30 feet
Armor Class 13 directly away from the gazer. If the target is an object
Hit Points 13(3d4 + 6) weighing 10 pounds or less that isn't being worn or
Speed 0 ft., fly 30 ft. (hover) carried, the gazer moves it up to 30 feet in any
direction. The gazer can also exert fine control on
objects with this ray, such as manipulating a simple tool
STR DEX CON INT WIS CHA or opening a container.
3 (-4) 17 (+3) 10 (+0) 7 (-2) 10 (+0) 7 (-2) Variant: Thrall Companion Mindglarer
Most mindglarers serve along mindwitnesses with a
Condition Immunities prone
Senses darkvision 60 ft., passive Perception 14 colony. On occasion, a mindglarer will seek out a
Languages Deep Speech, telepathy 120 ft. powerful mind flayer seek to serve it. Mindglarers
Challenge 1/2 (100 XP)
that are created separate from a colony are much
Telepathic Hub. When the mindglarer receives a more inclined to serve the creature that created it,
telepathic message, it can telepathically share that but also tend to be more independent than their
message with up to four other creatures within 120 colony counterparts. A mindglarer serving as a thrall
feet of it that it can see.
companion has the following trait.
Actions Thrall Companion. The mindglarer can serve as a thrall
Bite. Melee Weapon Attack: +5 to hit, reach 5 ft., one companion, forming a telepathic bond with the
target. Hit: 1 piercing damage. creature that creates it or another individual of its
Eye Rays. The gazer shoots two of the following magical choosing, provided that master has psionic abilities
eye rays at random (reroll duplicates), choosing one or including at least 1 discipline. While the two are
two targets it can see within 60 feet of it bonded, the creator can sense what the mindglarer
1. Fear Ray. The targeted creature must succeed on senses as long as they are within 1 mile of each
a DC 12 Wisdom saving throw or be frightened until
the start of the gazer's next turn. other. If its master causes it physical harm, the
mindglarer will end its service as a thrall companion,
2. Psychic Ray. The targeted creature must succeed
on a DC 12 Intelligence saving throw or take 10 (3d6) breaking the telepathic bond.
psychic damage.
3. Stunning Ray. The targeted creature must succeed
on a DC 12 Constitution saving throw or be stunned for
1 minute. The target can repeat the saving throw at the
start of each of its turns, ending the effect on itself on a
success.

17
Mozgriken Actions
Small aberration, neutral evil
Multiattack. The mozgriken makes two attacks with its
Armor Class 14 claws.
Hit Points 22(4d6 + 8) Claw. Melee Weapon Attack: +2 to hit, reach 5 ft., one
Speed 20ft. creature. Hit: 4 (1d6 + 1) slashing damage.
Tentacles. Melee Weapon Attack: +2 to hit, reach 5 ft.,
STR DEX CON INT WIS CHA one creature. Hit: 5 (1d8 + 1) psychic damage. if the
target is small or tiny, it is grappled (escape DC 11) and
10 (+0) 14 (+2) 14 (+2) 12 (+1) 10 (+0) 5 (-3)
must succeed on a DC 11 Intelligence saving throw or
be stunned until this grapple ends.
Skills Stealth +4
Senses passive Perception 12 Variant: Thrall Companion Mozgriken
Languages Deep Speech, Gnomish, Undercommon
Challenge 1 (200 XP) Most mozgriken found within a colony served the
colony as a whole, but some found their subjugation
Innate Spellcasting. The mozgriken's innate spellcasting easier when serving an individual mind flayer. A
ability is Intelligence (spell save DC 11). It can innately
cast the following spells, requiring no material mozgriken serving as a thrall companion has the
components: following trait.
Thrall Companion. The mozgriken can serve as a thrall
At will: nondetection (self only)
companion, forming a telepathic bond with the
1/day each: disguise self, invisibility
creature that creates it or another individual of its
Shadow Camouflage. The mozgriken has advantage on
Dexterity (Stealth) checks made to hide in shadows or choosing. While the two are bonded, the creator can
dim light. sense what the mozgriken senses as long as they are
Shadow Step. when in dim light or darkness, as a bonus within 1 mile of each other. While the mozgriken is
action, the mozgriken can teleport up to 30 feet to an within 10 feet of its master, the master shares the
unoccupied space they can see that is also in dim light
or darkness. mozgriken's Shadow Camouflage trait. Though rare,
at any time and for any reason, the mozgriken can
end its service as a thrall companion, ending the
telepathic bond.

18
 Creative Creed: Psionic Secrets
6th Level
Arcane Gate
Blade Barrier
Chain Lightning
Circle of Death
Disintegrate
Enervation*
Find the Path
Eyebite
Harm
Mass Suggestion
Mental Prison
Scatter
7th Level
Crown of Stars
Etherealness
Forcecage
Geas*
Planeshift
Power Word Pain
Regenerate
Reverse Gravity
Teleport
Whirlwind
8th Level
Animate Objects*
Antimagic Field
Demiplane
Dominate Monster
Earthquake
Feeblemind
Maddening Darkness
Mind Blank
Power Word Stun
9th Level
Astral Projection
Foresight
Gate
Modify Memory*
Power Word Kill
Psychic Scream
Time Stop
Spells with an * can be selected and cast as the level they
are listed at only.

19
The Influencer Creed

T
he creature's body went limp in our arms, its
mouth foaming from the poison it had
somehow managed to slip passed us. As its
final breath slowly left it, the disguise faded.
No longer were we holding the corpse of a frail
merchant. Instead, we looked down at the alien
features of a mind flayer, a vial clutched in one
of the tentacles which still moved slightly even after death.
The Unseen Hand
Like most mind flayers, those of the influencer creed believe
that knowledge is power. Where the influencers separate
themselves is in their belief that for all the power and
technology their kind, it is as good as useless if a plan doesn't
include a complete picture.
To create this complete picture, the influencer creed tasks
itself with collecting this information through subversion and
infiltration. If a key figurehead dies or disappears, or
priceless books containing important lore and history are lost
in a fire, it is not entirely unlikely that an influencer was
involved.
The Influencer
Influencers are masters of deception, infiltration, and
extraction. With their innate psychic abilities, mind flayers
belonging to this creed make formidable spies and assassins.
Within a colony, influencers seek to bend other societies to
their will through the careful manipulation of lore and
politics. An influencer that has found itself beyond the control
of its elder brain will often seek out similar opportunities
either to further their own plans or as an agent for hire.
Creating an Influencer
When creating a mind flayer of the influencer creed consider
their motivations. Do they use their abilities to advance their
own agenda, whether selfishly or self-righteously, or do take a
more pragmatic approach following the thrill of a successful
incursion?
Quick Build
You can make an Influencer quickly by following these
suggestions. First, Dexterity should be your highest ability
score. Make Intelligence your next-highest if you want to
excel at Investigation and Psionics. Choose Charisma instead
if you plan to emphasize deception and social interaction.
Second, choose the charlatan background.

Artist: Tomasz Chistowski, chistowski.com

20
 The Influencer Creed
Level Proficiency Bonus Features Disciplines Known Psi Points Psi Limit Talents Known
1st +2 Psionics, Mind Knife, Telepath — 1 1 —
2nd +2 Mind Meld, Psionic Talents — 2 1 1
3rd +2 Expertise — 3 2 1
4th +2 Ability Score Improvement — 4 2 1
5th +3 Psionic Discipline, Mind Blast 1 5 3 1
6th +3 Psionic Disguise 1 6 3 1
7th +3 Extractor 1 7 4 2
8th +3 Ability Score Improvement 1 8 4 2
9th +4 — 2 9 5 2
10th +4 Inscrutable Disguise 2 10 5 2
11th +4 Subtle Psionics, Mind Devour 2 11 6 3
12th +4 Ability Score Improvement 2 12 6 3
13th +5 — 3 13 7 3
14th +5 Devour Memories 3 14 7 3
15th +5 Improved Psionic Disguise 3 15 8 4
16th +5 Ability Score Improvement 3 16 8 4
17th +6 — 4 17 9 4
18th +6 Conclave Feature 4 18 9 4
19th +6 Improved Psionic Disguise 4 19 10 5
20th +6 Creedmaster Feature 4 20 10 5

Telepath
Creed Features Beginning at 1st level, your latent psionic abilities allow you
As an Influencer, you gain the following creed features touch the minds of those around you. You can speak
telepathically to any creature you can see within 60 feet of
Hit Points you, and they can respond in a similar fashion. You can do
Hit Dice: 1d8 per influencer level this simultaneously with a number of creatures equal to your
Hit Points at 1st Level: 8 + your Constitution modifier Intelligence modifier (minimum 1).
Hit Points at Higher Levels: 1d8 (or 5) + your Constitution Additionally, when using an ability or casting a spell that
modifier per influencer level after 1st requires the target to hear you, you can communicate directly
to their mind in this way. This ability does not change the
Proficiencies number of targets for the spell.
Armor: Light armor
Weapons: simple weapons, hand crossbows, longswords, Psionics
rapiers The power of your mind allows you to exert your will upon
Tools: Thieves' tools the physical world through mere thought. Your psionic
Saving Throws: Charisma, Intelligence powers allow you to interact with the world in a number of
Skills: Choose two from Deception, Insight, Investigation, ways as you hone and perfect your abilities.
Performance, Persuasion, Sleight of Hand, and Stealth.
Equipment
You start with the following equipment, in addition to the
equipment granted by your background:
(a) a rapier or (b) a hand crossbow
(a) a burglar's pack or (b) diplomat's pack
Leather armor, two daggers, and thieves' tools

21
Psi Points Psionic Talents
Starting at 1st level, you gain access to Psi Points used to fuel Starting at 2nd level, you gain access to a Psionic Talent. Pick
psionic discipline powers and effects. You have a number of one talent from the list of Psionic talents presented at the
Psi Points equal to your Influencer level and regain all spent end of the class description. You can pick an additional
points after completing a short or long rest. You can spend a Psionic talent at 7th, 11th, 15th, and 19th level. When you
number of Psi Points equal to half your Psion level (rounded level up, you can replace a Psionic talent you have previously
up) at a time (for example, at level 5, you can spend 3 psi selected with a different option.
points on psionic power or cast a spell with a cost of 3 psi
points). Expertise
Psionic Ability At 3rd level, choose two of your skill proficiencies, or one of
Psionic powers, psionic talents, and spells gained through your skill proficiencies and your proficiency with thieves'
this class use your Psionic ability. You use your Intelligence tools. Your proficiency bonus is doubled for any ability check
whenever an ability refers to your psionic ability. In addition, you make that uses either of the chosen proficiencies.
you use your Intelligence modifier when setting the saving
throw DC for a psionic ability and when making an attack roll Psionic Disciplines
with one. Use the same save DC and modifiers when using At 5th level, through practice and focused study, you are
Mind Blast and Extract Brain features. granted access to a psionic discipline (such as Telepathy or
Psionic Ability save DC = 8 + your proficiency bonus + Telekinesis). A psionic discipline comes with a passive feature
your Intelligence modifier that expands your character's capabilities and an active
Psionic Ability attack modifier = your proficiency bonus + psionic power that can be modified and empowered with Psi
your Intelligence modifier Points. Additionally, you can use your discipline in more
detailed applications to recreate the effect of certain spells,
Mind Knife listed at the end of the discipline description. At 9th level you
At 1st level, you coalesce your psionic energy into glass-like can select an additional discipline, and again at 13th and
daggers of psychic power. Whenever you take the Attack 17th level.
action, you can manifest a psychic blade from your free hand Psionic powers are suppressed by anti-magic field and can
and make the attack with that blade. This magic blade is a be dispelled with dispel magic but are only affected by
simple melee weapon with the finesse and thrown properties. counterspell if recreating the effect of a spell. Any check
It has a normal range of 60 feet and no long range, and on a required to dispel magic, counterspell or identify a spell being
hit, it deals psychic damage equal to 1d6 plus the ability cast with Psionics is made at disadvantage unless the caster
modifier you used for the attack roll. The blade vanishes also has the Psionics feature. The spell detect magic will
immediately after it hits or misses its target, and it leaves no detect the usage of psionics, but not their nature - it will show
mark on its target if it deals damage. up as a mysterious untyped power, even if being used to
After you attack with the blade, you can make a melee or generate the effect of a spell.
ranged weapon attack with a second psychic blade as a bonus When recreating a spell through a Psionic effect (using a
action on the same turn, provided your other hand is free to Psionic discipline to cast the spell) the spell has no Material
create it. The damage die of this bonus attack is 1d4, instead or Somatic components. As a Mind Flayer, while recreating a
of 1d6. spell does not require Somatic components, any individual
Once per turn, you can deal an extra 2d4 psychic damage with psionic abilities would be able to see a subtle glow
to one creature you hit with an attack using your mind knife. around your person as you channel the powers of your mind.
The amount of damage increases with you Proficiency Bonus
(for example 3d4 at 5th level). Mind Blast
Beginning at 5th level, when you take the Attack action, you
Mind Meld can replace one of your attacks with a psychic wave of energy
Beginning at 2nd level, you can spend 1 Psi Point to link your is a 15-ft cone. Each creature in that area must succeed on an
mind with another that you touch for up to 1 minute as long Intelligence saving throw or take 2d8 psychic damage on a
as contact is maintained. The target must make an failed save, or half as much damage on a successful one. The
Intelligence Saving through against your Psionic Ability save damage for this ability increase by 1d8 when you reach 8th
DC. If the creature you choose has an Intelligence of 3 or level (3d8), 12th level (4d8), and 16th level (5d8).
lower or doesn't speak any language, the creature is You can use this ability a number of times equal to your
unaffected. proficiency bonus, and you regain all expended uses when
On a failed save, you learn the surface thoughts of the you finish a long rest.
creature—what is most on its mind in that moment.
Additionally, you can tell if the target is being truthful or is Psionic Disguise
withholding information. Starting at 6th level, you harness your psionic power to hide
On a successful save, the target is aware of your attempt to among the crowds. As an action, you can create a Psionic
probe their mind. Disguise for 1 hour. This disguise behaves as though you
have cast the disguise self spell on yourself.

22
 You can extend the duration of this disguise for another hour, Devour Memories
change the disguise by expending 1 Psi Point. This can be
done as long as you have Psi Points available. Starting at 14th level, when you feed off a humanoid using
The first time you use this power after each long rest, you your Extract Brain ability, you also devour their memories.
don't expend any Psi Points. All other times you use the You gain access to all information that the humanoid would
power, you expend 1 Psi Point. freely share with a casual acquaintance. Such information
includes general details on its background and personal life
Secret Extraction but doesn't include secrets. The information is enough that
At 7th level, your ability to probe into the minds of others is you can pass yourself off as the person by drawing on its
unmatched. You make a melee attack on a creature within memories. You retain these memories for 24 hours.
range. On a hit, the target takes 4d8 psychic damage as their If disguising yourself as this humanoid, you gain a +5
deepest secrets become the focus of their thoughts. The bonus to your Charisma (Deception) checks to convince
target must succeed on a Wisdom saving throw or the target others of your disguise.
is compelled to confess their secrets immediately or take an Forgettable Face
additional 4d8 psychic damage.
Once you use this ability, you can't do so again until you Beginning at 15th level, you learn to remove your presence
finish a long rest. from the minds of those around you. You can spend 1 psi
point to cause a target you have spent no more than 10
Inscrutable Disguise minutes interacting with to make an Intelligence saving
throw. On a failed save, the target forgets having ever seen or
Beginning at 10th level, whenever someone attempts to talked to you and will treat you like a stranger.
inspect your disguise, you can spend 1 Psi Point to cause Expending an additional psi point increase the time limit to
them to have disadvantage on their Investigation check. 1 hour, expending 3 psi points increases it to 24 hours,
Additionally, you can use the Psionic Disguise feature expending 4 psi points increases it to 1 year, and 5 psi points
twice per long rest or extend an active disguise once without removes you from their memories regardless of time spent
expending any Psi Points. with them.
Extract Brain Defensive Disguise
Starting at 10th level, living off the brains of deceased Beginning at 18th level, your Psionic Disguise protects itself
creatures is no longer satisfying. As an action, you make an from detection. You can use your Inscrutable Disguise feature
unarmed strike with your tentacles against a humanoid that without expending psi points. Additionally, on a failed save,
is Large or smaller. On a hit, it is grappled and must succeed you can spend 1 psi point to cause the target to take 3d4
on an Intelligence saving throw or be stunned until the psychic damage without it knowing the source of the attack.
grapple ends. If the target was hit by your Mind Blast within
the last minute, they make their Intelligence save at Creedmaster: Influencer
disadvantage.
On your next turn, you can spend your action to make At 20th level, your ability to hide in plain sight and infiltrate is
another unarmed strike on a grappled and incapacitated second to none. Any feature described in Psionic Disguise,
target using your spellcasting modifier. On a hit, you deal Inscrutable Disguise, or Defensive Disguise that required psi
5d10 piercing damage and 5d10 psychic damage as you points can be done at no cost.
begin to feast on their psionic energy and brain.
If this damage reduces the target to 0 hit points, the target
is killed instantly as you extract and devour its brain. When
this happens, you can gain random knowledge and memories
from the target, as determined by the DM. This memory and
knowledge is lost after a long rest if not recorded. The target
is released from the grapple at the end of your turn.
Once you've used this ability, you cannot do so again until
you have completed a long rest.
Subtle Psionics
At 10th level, you have learned to better hide the use of your
psionic abilities. When you use a discipline or talent, you can
spend 1 psi point to cast it without any verbal components.
As well, the subtle glow around your person is no longer
visible to anyone.

23
The Tamer Creed

H
e tore through our ranks as if they were
nothing. Veteran soldiers dropped to their
knees as he advanced, their necks the perfect
height for his wicked blade that glowed with a
strange power. It was gruesome and
compelling, as if this were his right to claim
ultimate dominion over the life of our army.
Strength is Power
Unique among the other creeds, the tamer creed believes
that military might is the most important attribute for obtain
supremacy over others. Where other creeds will rely on their
abilities, intrigue, and diplomacy, tamers would rather rely on
their battle discipline and sword. To this end, they sacrifice
exploring their psychic abilities in exchange for a more
physical approach.
With their natural intelligence, the tamer creed is known
for their shrewd sense of strategy. Combined with their
innate power, a mind flayer of the tamer creed is a force in
and of themselves.
The Tamer
Tamers are straightforward in their philosophy towards
domination. While they may not be as powerful, or versatile,
with their psionic abilities compared to other creeds, they
compensate by combining their innate ability with raw
strength.
Creating a Tamer
When creating a tamer, take time to consider how your mind
flayer regards other creeds. Do they feel that relying on
psionic power alone is a sign of weakness? Do they view
themselves as superior to other martial classes because of
their psionic power? Most mind flayers from the tamer creed
have a knack for strategy, though some simply prefer the
bloodshed. Where does your mind flayer fall along this
spectrum?
Quick Build
You can make a Tamer quickly by following these
suggestions. First, make Strength or Dexterity your highest
ability score, depending on whether you want to focus on
melee weapons or on archery (or finesse weapons). Your next-
highest score should be Constitution, or Intelligence if you
plan to focus on psionic abilities. Second, choose the soldier
background.

Artist: Tooth Wu, tooth.artstation.com

24
 The Tamer Creed
Level Proficiency Bonus Features Psi Points Psi Limit Talents Known
1st +2 Psionics, Psionic Defense, Telepath 1 1 —
2nd +2 Mind Submission 2 1 —
3rd +2 Psionic Talents 3 2 1
4th +2 Ability Score Improvement 4 2 1
5th +3 Extra Attack, Mind Blast 5 3 1
6th +3 Mindful Resilience 6 3 1
7th +3 — 7 4 2
8th +3 Ability Score Improvement 8 4 2
9th +4 Dominating Presence 9 5 2
10th +4 Psionic Attacks 10 5 2
11th +4 Extra Attack (2), Extract Brain 11 6 2
12th +4 Ability Score Improvement 12 6 2
13th +5 — 13 7 3
14th +5 Unyielding Mind 14 7 3
15th +5 Nightmarish Attacker 15 8 3
16th +5 Ability Score Improvement 16 8 3
17th +6 Nourishing Mind 17 9 3
18th +6 Psionic Aura 18 9 4
19th +6 Improved Psionic Disguise 19 10 4
20th +6 Creedmaster Feature 20 10 4

Telepath
Creed Features Beginning at 1st level, your latent psionic abilities allow you
As a Tamer, you gain the following creed features: touch the minds of those around you. You can speak
telepathically to any creature you can see within 60 feet of
Hit Points you, and they can respond in a similar fashion. You can do
Hit Dice: 1d10 per tamer level this simultaneously with a number of creatures equal to your
Hit Points at 1st Level: 10 + your Constitution modifier Intelligence modifier (minimum 1).
Hit Points at Higher Levels: 1d10 (or 6) + your Constitution Additionally, when using an ability or casting a spell that
modifier per tamer level after 1st requires the target to hear you, you can communicate directly
to their mind in this way. This ability does not change the
Proficiencies number of targets for the spell.
Armor: light armor, medium armor, shields
Weapons: simple weapons, martial weapons Psionics
Tools: none The power of your mind allows you to exert your will upon
Saving Throws: Strength, Constitution the physical world through mere thought. Your psionic
Skills: Choose two from Acrobatics, Animal Handling, powers allow you to interact with the world in a number of
Athletics, History, Insight, Intimidation, Perception, and ways as you hone and perfect your abilities.
Survival.
Equipment
You start with the following equipment, in addition to the
equipment granted by your background:
(a) a martial weapon and a shield or (b) two martial
weapons
(a) four javelins or (b) any simple melee weapon
(a) a dungeoneer's pack or (b) an explorer's pack

25
Psi Points Psionic Warrior
Starting at 1st level, you gain access to Psi Points used to fuel You learn one psionic discipline of your choice.
psionic discipline powers and effects. You have a number of
Psi Points equal to your Influencer level and regain all spent Two-Weapon Fighting
points after completing a short or long rest. You can spend a When you engage in two-weapon fighting, you can add your
number of Psi Points equal to half your Psion level (rounded ability modifier to the damage of the second attack.
up) at a time (for example, at level 5, you can spend 3 psi
points on psionic power or cast a spell with a cost of 3 psi Unarmed Fighting
points). Your unarmed strikes can deal bludgeoning damage equal to
1d6 + your Strength modifier on a hit. If you aren't wielding
Psionic Ability any weapons or a shield when you make the attack roll, the
Psionic powers, psionic talents, and spells gained through d6 becomes a d8.
this class use your Psionic ability. You use your Intelligence At the start of each of your turns, you can deal 1d4
whenever an ability refers to your psionic ability. In addition, bludgeoning damage to one creature grappled by you.
you use your Intelligence modifier when setting the saving
throw DC for a psionic ability and when making an attack roll Mind Submission
with one. Use the same save DC and modifiers when using Beginning at 2nd level, your psionic presence bears down on
Mind Blast and Extract Brain features. those around you. As a bonus action, you can spend 1 psi
Psionic Ability save DC = 8 + your proficiency bonus + point to cause a creature within 30 feet of you to make a
your Intelligence modifier Strength saving throw. On a failed save, the target is made
Psionic Ability attack modifier = your proficiency bonus + prone as you pull them down with your mind.
your Intelligence modifier
Psionic Defense Psionic Talents
While you are not wearing any armor, your Armor Class Starting at 3rd level, you gain access to a Psionic Talent. Pick
equals 10 + your Dexterity modifier + your Intelligence one talent from the list of Psionic talents presented at the
modifier. You can use a shield and still gain this benefit. end of the class description. You can pick an additional
Psionic talent at 7th, 13th, and 18th level. When you level up,
you can replace a Psionic talent you have previously selected
Fighting Style with a different option.
You adopt a particular style of fighting as your specialty.
Choose one of the following options. You can't take the same Extra Attack
Fighting Style option more than once, even if you get to Beginning at 5th level, you can attack twice, instead of once,
choose again. whenever you take the Attack action on your turn.
Archery
The number of attacks increases to three when you reach
11th level in this class and to four when you reach 20th level
You gain a +2 bonus to attack rolls you make with ranged in this class.
weapons.
Blind Fighting Mind Blast
You have blindsight with a range of 10 feet. Within that range, Beginning at 5th level, when you take the Attack action, you
you can effectively see anything that isn't behind total cover, can replace one of your attacks with a psychic wave of energy
even if you're blinded or in darkness. Moreover, you can see is a 15-ft cone. Each creature in that area must succeed on an
an invisible creature within that range, unless the creature Intelligence saving throw or take 2d8 psychic damage on a
successfully hides from you. failed save, or half as much damage on a successful one. The
damage for this ability increase by 1d8 when you reach 8th
Defense level (3d8), 12th level (4d8), and 16th level (5d8).
While you are wearing armor, you gain a +1 bonus to AC. You can use this ability a number of times equal to your
proficiency bonus, and you regain all expended uses when
Great Weapon Fighting you finish a long rest.
When you roll a 1 or 2 on a damage die for an attack you
make with a melee weapon that you are wielding with two Mindful Resilience
hands, you can reroll the die and must use the new roll, even At 6th level, you can spend 1 psi point to shield your mind
if the new roll is a 1 or a 2. The weapon must have the two- with psionic energy. For 1 minute, you can't be charmed or
handed or versatile property for you to gain this benefit. frightened. If you are charmed or frightened when you enter
this state, the effect is suspended for the duration.
Protection
When a creature you can see attacks a target other than you
that is within 5 feet of you, you can use your reaction to
impose disadvantage on the attack roll. You must be wielding
a shield.

26
 Dominating Presence Nourishing Mind
Starting at 9th level, you've mastered the ability overpower Starting at 17th level, when you use your Extract Brain
the minds of those beneath you. As an action, choose one feature, you regain hit points equal to the psychic damage
creature that you can see within 30 feet of you. If the creature dealt. If the total damage reduces the target to 0 hit points,
can see you, it must succeed on a Wisdom saving throw or be the hit points regained doubles.
frightened of you until the end of your next turn. On
subsequent turns, you can use your action to extend the Psionic Aura
duration of this effect on the frightened creature until the end Beginning at 18th level, psychic power emanates from you,
of your next turn. This effect ends if the creature ends its turn bolstering your companions. Whenever you or a friendly
out of line of sight or more than 60 feet away from you. creature within 15 feet of you must make a saving throw, the
If the creature succeeds on its saving throw, you can't use creature gains a bonus to the saving throw equal to your
this feature on that creature again for 24 hours. Intelligence modifier (with a minimum bonus of +1). You
Psionic Attacks must be conscious to grant this bonus.
Beginning at 10th level, you empower your attacks with Creedmaster: Tamer
psionic energy. When making an attack, add your Intelligence At 20th level, your psionic energy permeates your body
modifier to the attack and damage rolls. empowering it, gaining the following benefits:
Extra Attack (2) You gain resistance to bludgeoning, piercing, and slashing
At 11th level, you can attack three times whenever you take damage.
the Attack action on your turn. You can attack four times whenever you take the Attack
action on your turn.
Extract Brain
Starting at 11th level, living off the brains of deceased
creatures is no longer satisfying. As an action, you make an
unarmed strike with your tentacles against a humanoid that
is Large or smaller. On a hit, it is grappled and must succeed
on an Intelligence saving throw or be stunned until the
grapple ends. If the target was hit by your Mind Blast within
the last minute, they make their Intelligence save at
disadvantage.
On your next turn, you can spend your action to make
another unarmed strike on a grappled and incapacitated
target using your spellcasting modifier. On a hit, you deal
5d10 piercing damage and 5d10 psychic damage as you
begin to feast on their psionic energy and brain.
If this damage reduces the target to 0 hit points, the target
is killed instantly as you extract and devour its brain. When
this happens, you can gain random knowledge and memories
from the target, as determined by the DM. This memory and
knowledge is lost after a long rest if not recorded. The target
is released from the grapple at the end of your turn.
Once you've used this ability, you cannot do so again until
you have completed a long rest.
Unyielding Mind
Beginning at 14th level, when you use your Mindful
Resilience feature, you also have advantage on Wisdom,
Intelligence, and Charisma saving throws for the duration.
Nightmarish Attacker
At 15th level, you have advantage when attacking a target
frightened of you.

27
The Venerator Creed

T
he four mind flayers lowered their hoods and
looked out over the crowd. Freshly branded on
their foreheads was the sigil of the Great
Brain. For a generation, the Creatives had held
preeminent power among the colony, but with
these four priests and the recent appearance
of an avatar of the Great Brain it was clear that
a shift in power was about to happen.
Glory of the Tentacle Lord
Rather than pursuing their own power and developing their
psychic potential, mind flayers from the venerator creed
choose instead to devote themselves to the Great Brain, the
self-appointed deity and supposed creator of the mind flayers.
Where arcane magic was despised among mind flayers,
venerators and the divine magic they channeled from the
Tentacle Lord was looked upon with favor.
The appearance, rise, and fall of a venerator creed typically
would happen within a generation, as members of this creed
often eschewed their psionic abilities in favor of giving
themselves completely to the power of the Great Brain.
The Venerator
Venerators served the priests and acolytes of the Great Brain.
Their rise to power was sometimes resisted by the existing
hierarchy. This opposition was often quelled by the arrival of
an avatar, a mind flayer or elder brain, through which the
Tentacle Lord would make known its power and will. Those
that answered the call of their deity were gifted divine power
to carry out its will. In some cases, this power even granted
an individual mind flayer freedom from the elder brain they
had served under.
Creating a Venerator
When creating a venerator, consider what drew you to join
the creed. Were you born into it, or were you a member of a
different creed until you heard the call to follow the Great
Brain? How zealous are you in your convictions, or is the
Tentacle Lord a means to an end?
Quick Build
You can make a Venerator quickly by following these
suggestions. First, Wisdom should be your highest ability
score, followed by Constitution or Dexterity. Second choose
the acolyte background.

Artist: Martin Kepler, farnoliat.artstation.com

28
 The Venerator Creed
Proficiency Psi Psi Talents Spells Slots
Level Bonus Features Points Limit Known 1st 2nd 3rd 4th 5th 6th 7th 8th 9th
1st +2 Telepath, Psionics, Spellcasting, 1 1 1 2 — — — — — — — —
The Great Brain’s Blessing
2nd +2 Psychic Offering: Psionic Exchange, 2 1 1 3 — — — — — — — —
Psionic Talents
3rd +2 Hybrid Casting 3 2 1 4 2 — — — — — — —
4th +2 Ability Score Improvement 4 2 1 4 3 — — — — — — —
5th +3 Mind Blast 5 3 2 4 3 2 — — — — — —
6th +3 Psychic Offering (2/rest), Psionic 6 3 2 4 3 3 — — — — — —
Smite
7th +3 — 7 4 2 4 3 3 1 — — — — —
8th +3 Ability Score Improvement 8 4 3 4 3 3 2 — — — — —
9th +4 — 9 5 3 4 3 3 3 1 — — — —
10th +4 Psychic Offering (3/rest), Psionic 10 5 3 4 3 3 3 2 — — — —
Protection
11th +4 Extract Brain 11 6 4 4 3 3 3 2 1 — — —
12th +4 Ability Score Improvement 12 6 4 4 3 3 3 2 1 — — —
13th +5 — 13 7 4 4 3 3 3 2 1 1 — —
14th +5 Psychic Offering (4/rest), Psionic 14 7 5 4 3 3 3 2 1 1 — —
Bounty
15th +5 — 15 8 5 4 3 3 3 2 1 1 1 —
16th +5 Ability Score Improvement 16 8 5 4 3 3 3 2 1 1 1 —
17th +6 — 17 9 6 4 3 3 3 2 1 1 1 1
18th +6 Psychic Offering (5/rest), Psionic 18 9 6 4 3 3 3 3 1 1 1 1
Bounty
19th +6 Ability Score Improvement 19 10 6 4 3 3 3 3 2 1 1 1
20th +6 Creedmaster Feature 20 10 6 4 3 3 3 3 2 2 1 1

Creed Features Equipment

You start with the following equipment, in addition to the
As a Venerator, you gain the following creed features equipment granted by your background:
Hit Points (a) a mace or (b) a sickle
(a) scale mail or (b) a leather armor
Hit Dice: 1d8 per venerator level (a) a light crossbow and 20 bolts or (b) any simple weapon
Hit Points at 1st Level: 8 + your Constitution modifier (a) a priest's pack or (b) an explorer's pack
Hit Points at Higher Levels: 1d8 (or 5) + your Constitution A shield and a holy symbol
modifier per venerator level after 1st
Proficiencies Telepath
Armor: Light armor, medium armor, shields Beginning at 1st level, your latent psionic abilities allow you
Weapons: simple weapons touch the minds of those around you. You can speak
Tools: telepathically to any creature you can see within 60 feet of
you, and they can respond in a similar fashion. You can do
Saving Throws: Intelligence, Wisdom this simultaneously with a number of creatures equal to your
Skills: Choose two from History, Insight, Medicine, Intelligence modifier (minimum 1).
Persuasion, Religion.

29
Additionally, when using an ability or casting a spell that Wisdom is your spellcasting ability for your venerator spells.
requires the target to hear you, you can communicate directly The power of your spells comes from your devotion to your
to their mind in this way. This ability does not change the deity. You use your Wisdom whenever a venerator spell refers
number of targets for the spell. to your spellcasting ability. In addition, you use your Wisdom
modifier when setting the saving throw DC for a venerator
Psionics spell you cast and when making an attack roll with one.
The power of your mind allows you to exert your will upon Spell save DC = 8 + your proficiency bonus + your
the physical world through mere thought. Your psionic Wisdom modifier
powers allow you to interact with the world in a number of Spell attack modifier = your proficiency bonus + your
ways as you hone and perfect your abilities. Wisdom modifier

Psi Points Ritual Casting

Starting at 1st level, you gain access to Psi Points used to fuel You can cast a venerator spell as a ritual if that spell has the
psionic discipline powers and effects. You have a number of ritual tag and you have the spell prepared.
Psi Points equal to your Influencer level and regain all spent Spellcasting Focus
points after completing a short or long rest. You can spend a You can use a holy symbol as a spellcasting focus for your
number of Psi Points equal to half your Psion level (rounded cleric spells.
up) at a time (for example, at level 5, you can spend 3 psi
points on psionic power or cast a spell with a cost of 3 psi
points). The Great Brain’s Blessing
At 1st level, your devotion to the Tentacle Lord has granted
Psionic Ability you with divine power. You know two cantrips of your choice
Psionic powers, psionic talents, and spells gained through from the venerator spell list.
this class use your Psionic ability. You use your Intelligence At each indicated venerator level, add the listed spells to
whenever an ability refers to your psionic ability. In addition, your spells prepared. These are always prepared, and don't
you use your Intelligence modifier when setting the saving count against the number of spells you can prepare each day.
throw DC for a psionic ability and when making an attack roll The Great Brain’s Blessing Spells
with one. Use the same save DC and modifiers when using Spell
Mind Blast and Extract Brain features. Level Spells
Psionic Ability save DC = 8 + your proficiency bonus +
your Intelligence modifier 1st false life, inflict wounds
Psionic Ability attack modifier = your proficiency bonus + 2nd blindness/deafness, silence
your Intelligence modifier 3rd hunger of hadar, nondection
Spellcasting 4th greater invisibility, death ward
As a conduit for divine power, you can cast venerator spells. 5th destructive wave, wall of force

Preparing and Casting Spells Psychic Offering: Psionic Exchange

The Venerator table shows how many spell slots you have to Beginning at 2nd level, you gain the ability to connect with
cast your venerator spells of 1st level and higher. To cast one the Great Brain, tapping into its tremendous power. You can
of these spells, you must expend a slot of the spell's level or offer up your psionic energy to gain additional spell slots or
higher. You regain all expended spell slots when you finish a sacrifice spell slots to gain additional psi points.
long rest. When you use your Psychic Offering, you choose which
You prepare the list of venerator spells that are available effect to create. You must then finish a short or long rest to
for you to cast, choosing from the venerator spell list. When use your Psychic Offering again. You gain additional uses and
you do so, choose a number of venerator spells equal to your options at 6th, 10th, 14th, and 18th levels.
Wisdom modifier + half your venerator level (rounded up, Creating Spell Slots. You can transform unexpended psi
minimum of one spell). The spells must be of a level for which points into one spell slot as a bonus action on your turn. The
you have spell slots. created spell slots vanish at the end of a long rest. The
For example, if you are a 3rd-level venerator, you have four Creating Spell Slots table shows the cost of creating a spell
1st-level and two 2nd-level spell slots. With a Wisdom of 16, slot of a given level. You can create spell slots no higher in
your list of prepared spells can include five spells of 1st or level than 5th.
2nd level, in any combination. If you prepare the 1st-level
spell cure wounds, you can cast it using a 1st-level or 2nd-
level slot. Casting the spell doesn't remove it from your list of
prepared spells.
You can change your list of prepared spells when you finish
a long rest. Preparing a new list of venerator spells requires
time spent in prayer and meditation: at least 1 minute per
spell level for each spell on your list.
Spellcasting Ability

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 Creating Spell Slots You can use Potent Spell even if you have already used a
Spell Slot Level Psi Point Cost different Hybrid Casting option during the cast of the spell.
1st 2 Subtle Spell
2nd 3 When you cast a spell, you can spend 1 psi point to cast it
3rd 5
without any somatic or verbal components.
4th 6 Seeking Spell
5th 7 If you make an attack roll for a spell and miss, you can spend
2 psi points to reroll the d20, and you must use the new roll.
Converting a Spell Slot to Psi Points. As a bonus action on You can use Seeking Spell even if you have already used a
your turn, you can expend one spell slot and gain a number of different Hybrid Casting option during the casting of the spell.
psi points equal to the slot's level. Transmuted Spell
Psionic Talents When you cast a spell that deals a type of damage from the
following list, you can spend 1 psi point to change that
Starting at 2nd level, you gain access to a Psionic Talent. Pick damage type to one of the other listed types: acid, cold, fire,
one talent from the list of Psionic talents presented at the lightning, poison, thunder.
end of the class description. You can pick an additional
Psionic talent at 7th, 11th, 15th, and 19th level. When you Mind Blast
level up, you can replace a Psionic talent you have previously Beginning at 5th level, when you take the Attack action, you
selected with a different option. can replace one of your attacks with a psychic wave of energy
Hybrid Casting is a 15-ft cone. Each creature in that area must succeed on an
Intelligence saving throw or take 2d8 psychic damage on a
At 3rd level, you gain the ability to empower and transform failed save, or half as much damage on a successful one. The
your spells through the use of psionics. You gain two the damage for this ability increase by 1d8 when you reach 8th
following Hybrid Casting options of your choice. You gain level (3d8), 12th level (4d8), and 16th level (5d8).
another one at 10th and 17th level. You can use this ability a number of times equal to your
You can use only one Hybrid Casting option on a spell proficiency bonus, and you regain all expended uses when
when you cast it, unless otherwise noted. you finish a long rest.
Careful Spell Psychic Offering: Psionic Smite
When you cast a spell that forces other creatures to make a Starting at 6th level, you can use your Psychic Offering twice
saving throw, you can protect some of those creatures from between rests.
the spell's full force. To do so, you spend 1 psi point and Additionally, you gain the ability to infuse your weapon with
choose a number of those creatures up to your Wisdom the psychic power of the Great Brain by surrendering your
modifier (minimum of one creature). A chosen creature psionic energy to your deity. Once on each of your turns when
automatically succeeds on its saving throw against the spell. you hit a creature with a weapon attack, you can expend one
Empowered Spell psi point to deal psychic damage to the target, in addition to
When you roll damage for a spell, you can spend 1 psi point the weapon's damage. The extra damage is 1d6 for each psi
to reroll a number of the damage dice up to your Wisdom point spent, up to your psi limit.
modifier (minimum of one). You must use the new rolls.
You can use Empowered Spell even if you have already Psychic Offering: Psionic
used a different Hybrid Casting option during the casting of Protection
the spell. Beginning at 10th level, you can use your Psychic Offering
Extended Spell three times between rests. You can spend 1 psi point to gain
When you cast a spell that has a duration of 1 minute or resistance to a damage type of your choice for 1 minute.
longer, you can spend 1 psi point to double its duration, to a You can spend an additional psi point at 14th level to gain
maximum duration of 24 hours. two resistances and can spend 3 psi points at 18th level to
gain three resistances.
Heightened Spell
When you cast a spell that forces a creature to make a saving Extract Brain
throw to resist its effects, you can spend 3 psi points to give Starting at 11th level, living off the brains of deceased
one target of the spell disadvantage on its first saving throw creatures is no longer satisfying. As an action, you make an
made against the spell. unarmed strike with your tentacles against a humanoid that
is Large or smaller. On a hit, it is grappled and must succeed
Potent Spell on an Intelligence saving throw or be stunned until the
When you cast a spell that deals damage, you can spend a grapple ends. If the target was hit by your Mind Blast within
number psi points up to your psi limit to increase to increase the last minute, they make their Intelligence save at
the damage roll by one die per psi point spent. disadvantage.

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On your next turn, you can spend your action to make
another unarmed strike on a grappled and incapacitated
target using your spellcasting modifier. On a hit, you deal
5d10 piercing damage and 5d10 psychic damage as you
begin to feast on their psionic energy and brain.
If this damage reduces the target to 0 hit points, the target
is killed instantly as you extract and devour its brain. When
this happens, you can gain random knowledge and memories
from the target, as determined by the DM. This memory and
knowledge is lost after a long rest if not recorded. The target
is released from the grapple at the end of your turn.
Once you've used this ability, you cannot do so again until
you have completed a long rest.
Psychic Offering: Psionic Prowess
Starting at 14th level, you can use your Psychic Offering four
times between rests. The skill and knowledge of the Great
Brain becomes your own. As an Action, spend up to 3 psi
points. For each psi point spent, choose one skill or tool. For
10 minutes, you have proficiency with the chosen skill or tool.
Alternatively, spend 3 psi points and gain expertise in one
skill or tool for 10 minutes.
Psychic Offering: Psionic Bounty
Beginning at 18th level, you can use your Psychic Offering
five times between rests. Whenever you spend psi points on a
Psychic Offering, half of the psi points (rounded down) spent
are returned to you.
Creedmaster: Venerator
At 20th level, your devotion to the Tentacle Lord has not gone
unnoticed. You are blessed with the terrible might of your
deity as an avatar of its will. As a bonus action, you gain the
following benefits for 1 minute:
You are blessed by the knowledge of the Great Brain,
gaining advantage on all Wisdom and Intelligence checks.
Whenever a creature hits you with an attack, it takes
psychic damage equal to half the damage you take from
the attack.
When you first use this feature, if you have no psi points
remaining, you gain 4 psi points. Once you use this
feature, you can't use it again until you finish a long rest.

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 Venerator Spell List
For the Arcanist spell list, you have access to the Cleric's spell list
with the additions shown below.
Cantrips (0 Level)
Eldritch Blast
Message
Mind Sliver
1st Level
Cause Fear
Dissonant Whispers
Hex
2nd Level
Detect Thoughts
Mind Spike
Ray of Enfeeblement
3rd Level
Elemental Weapon
Enemies Abound
Hypnotic Pattern
4th Level
Compulsion
Confusion
Phantasmal Killer
5th Level
Dominate Person
Modify Memory
6th Level
Eyebite
Mass Suggestion
7th Level
Power Word Pain
8th Level
Power Word Stun
9th Level
Foresight

Artist: Jeff Kristian, artofjeffkristian.com

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 Artist: Kirill Demidenko,
kirill_demidenko.artstation.com