Ulitharid and Mindwitness Tactics


Ulitharids are elite, extra-large mind flayers with better ability scores, a couple of additional traits, several extra psionic “spells,” telepathy that extends to a range of 2 miles, and moar tentacles. They work in conjunction with elder brains to extend the influence of mind flayer colonies over a greater distance. In fact, their Psionic Hub trait assumes and requires a connection with an elder brain, so without a mind flayer colony built around one, there’s not much reason to write an ulitharid into your adventure.

An ulitharid’s Strength and Constitution are significantly higher than those of a normal mind flayer, but these are still outweighed by its extraordinary mental abilities, which predispose it toward spellcasting and Mind Blast rather than melee attacks. However, since its Constitution is higher than its Dexterity, it’s more willing than the average mind flayer to charge forward in order to make use of these psionic powers. An ulitharid leads from the front.

The one thing an ulitharid lacks that an ordinary mind flayer possesses is proficiency in Deception and Persuasion. As part of their mind-control schemes, mind flayers may try to tempt victims with rewards, either real or imaginary; ulitharids aren’t about that. They’re the muscle, not the face.

Creature Sense, by itself, is little more than prophylaxis against being surprised. However, in conjunction with Psionic Hub, it turns an ulitharid into a repeater for an elder brain’s Psychic Link feature, extending its range by a couple of miles. Since Psychic Link targets only incapacitated creatures, the most likely cause of incapacitation is Mind Blast, and Mind Blast has a range of only 60 feet, Creature Sense adds value only when you have three things: an elder brain, an ulitharid at another location within 5 miles of the elder brain, and a target stunned by a mind flayer at a third location within 2 miles of the ulitharid but farther than 5 miles from the elder brain. This confluence of criteria isn’t going to occur often—but when it does, the target becomes the elder brain’s eyes and ears and is vulnerable to its Sense Thoughts feature.

So let’s focus on the ulitharid’s extra psionic “spells” and how it can use them, keeping in mind that it can use each one only once per day, and also that a spell requiring concentration can’t be cast at the same time as levitate or dominate monster:

  • Confusion requires concentration, and its area of effect is not large—its radius is only 10 feet, meaning it can only be reasonable expected to affect two opponents. But two is a fairly typical number of front-line melee fighters to face off against, and unless one is a paladin, they’re more likely to have dumped Wisdom than the spellcasters are.
  • Eyebite requires concentration and affects only a single enemy. The general rule is, put a tough melee fighter to sleep, sicken a ranged attacker or skirmisher, panic a spellcaster.
  • Feeblemind doesn’t require concentration, but it’s mainly useful against spellcasters, particularly non-wizards. Wizards, unfortunately, will have pumped up their Intelligence and therefore will be most likely to make their saving throws. Other spellcasters may be more vulnerable to the Int save, and feeblemind shuts down spellcasting regardless of which spellcasting ability a character uses.
  • Mass suggestion, although its range is only 60 feet, is mainly useful for preventing a fight before it starts—or for manipulating opponents into placing themselves at a disadvantage—than it is within the combat encounter itself, since any damage to a target breaks the enchantment on them. “This is normal, move on, nothing to see here” is a good go-to, as is, “The real enemy is in that other room—you should go there and deal with it first” (where the “real enemy” is, say, a death tyrant).
  • Project image requires concentration and is excellent for leading enemies on wild goose chases to keep them from getting anywhere near the ulitharid’s real location. During a combat encounter, it’s 67 percent worse than mirror image.
  • Scrying requires concentration and takes too much time to cast in combat, but since the ulitharid lacks Sense Thoughts, this is a good way to spy on creatures that it’s sensed a couple of miles out.
  • Telekinesis requires concentration and is mainly useful for three things: delivering an opponent into the melee reach of a powerful enthralled brute, shoving heavy objects around to cut off opponents’ movement, and yoinking powerful magic items (including weapons) out of others’ hands. Not a lot of opponents are going to be able to win a Strength contest against an ulitharid’s Intelligence, but just to be safe, the ulitharid would like to have a two-thirds chance of success on this contest, in which ties go to the defender. Therefore, it tries to disarm only those targets who are stunned or paralyzed or whose Strength modifiers are zero or negative. A strategic implication of this rule is that if a ulitharid needs to pluck an item from an opponent with a positive Strength modifier (at least, a Strength mod of +2 or greater—+1 is a borderline case), it will target them with a Mind Blast first, because it’s only going to get to use telekinesis once.

When a combat encounter ensues, an ulitharid is going to get out in front of other mind flayers (but still behind the front line of brainwashed meat puppets), since it can endure hits that they can’t. Like regular mind flayers, it uses Mind Blast whenever it’s available and usable against six enemies (or all of them, whichever is less), casting levitate or simply taking advantage of its greater height to aim the cone over the heads of its own allies. Otherwise, the ulitharid stands behind its thralls and uses Tentacles (reach: 10 feet) to attack past them. When a target is successfully stunned, it pushes its way forward and uses Extract Brain. If this kills its target, it lets go of the now useless corpse and falls back behind its line of thralls again; it also steps back if it takes light or greater damage while trying to suck the target’s brains out (13 hp or more), but it drags its target with it—all the way behind the line of thralls, if it can manage it.

The ulitharid husbands its uses of its once-per-day spells, saving them for opponents who are proving particularly irksome. A pair of doughty front-liners who are cutting through the ranks of the mind flayers’ thralls get socked with confusion. A single difficult front-liner gets tranqed with eyebite; a skirmisher or shock attacker who slips past the mind flayers’ defenses gets sickened. Problematic spellcasters get frightened with eyebite (wizards) or dulled with feeblemind (non-wizards).

Because of their lack of compunction against getting close to their enemies, an ulitharid is happy to deal directly with ranged attackers, who are the bane of the average mind flayer. A marksman within 60 feet can get the same eyebite treatment as a skirmisher, or the ulitharid may use telekinesis to drag them forward. If the marksman is farther than 60 feet away, the ulitharid may use confusion to disrupt the front line, in order to forestall opportunity attacks, then charge. Or, like a regular mind flayer, it may use dominate monster to take control of the marksman directly—or to control one of the marksman’s allies and send them to do the job.

Both ulitharids and elder brains are jealous of the power they share within the colony, and neither is such a zealot that it’s willing to die for the other. When an ulitharid is moderately wounded (reduced to 88 hp or fewer), it makes a quick Insight check to determine whether there’s any value in attempting to parley; if not, it falls into a more defensive stance, recognizing that it’s in some danger, and focuses its attacks on whoever dealt it the damage. When it’s severely wounded (reduced to 50 hp or fewer), it uses plane shift to exit the scene.

Suppose the ulitharid does manage to initiate a parley—what then? Its goal is the preservation of a healthy colony (with or without the current elder brain!) and of its own life. Anything else is icing on the cake; this one goal is nonnegotiable, and if the ulitharid’s opponents aren’t willing to concede it, there’s nothing further to talk about. An ulitharid may agree to certain constraints on the colony’s activities, but at considerable cost—possibly in new thralls; plus, as soon as it finds a loophole or simply loses interest in complying with the terms of the agreement, that’s pretty much that. The best-case scenario for the ulitharid’s opponents is that it merely wants something bizarre, without any fathomable purpose.

A mindwitness is what you get when a bunch of mind flayers abduct a beholder and bring it back to their elder brain for it to tinker with. A shadow of its former self, the mindwitness loses some Intelligence, significant amounts of Constitution and Charisma, more than half its hit points, and its Antimagic Cone (which, to be honest, isn’t a beholder’s most useful feature anyway). In exchange, it gains a decent Multiattack to use against enemies that get close to it, plus the Telepathic Hub trait, which simply turns it into a telepathic broadcasting service.

Like a regular beholder, a mindwitness shoots its Eye Rays at random but chooses the targets of those rays mindfully. Each of its six Eye Rays targets a different ability, so there’s something for everyone. The mindwitness’s slightly damaged Intelligence means that it can only guess at who has better or worse Dexterity, Charisma, etc.; it’s not quick enough to form those judgments from just a round’s worth of observation and has to rely on trial and error and educated guesswork instead. As a starting point, it aims its Aversion Ray and its Psychic Ray against front-line warriors, its Fear Ray against enemies lurking on the periphery, its Slowing Ray on front-liners and supporters, and its Stunning Ray and Telekinetic Ray on squishy types in the backline.

Unlike a regular beholder, the mindwitness doesn’t try to stay out of reach at all times. If a single opponent is trying to engage it in melee, it will often float down on its own turn and oblige—using its Multiattack to deliver attacks with Bite and Tentacles. It uses Tentacles first, because the mindwitness’s target is stunned on a failed saving throw, which gives it advantage on a follow-up Bite. Any ally of the mindwitness will be eager to take advantage of the target’s stunned condition while it lasts (although to use Extract Brain, mind flayers and ulitharids must have the target grappled in their own tentacles).

Being subservient, body and soul, to the mind flayer colonies they belong to, mindwitnesses don’t flee no matter how much damage they take. However, if their colonies are wiped out and they go and hang out with other beings for a while, their sense of self-preservation will gradually return, eventually reaching the point at which they seek an exit from a combat encounter when only moderately wounded (reduced to 52 hp or fewer).

Next: eladrin.

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12 responses to “Ulitharid and Mindwitness Tactics”

  1. Paul Avatar

    Thanks for this! I have a Ulitharid as a boss fight coming up soon, so this is good advice.

    Though, I would disagree with the statement that ‘…without a mind flayer colony built around one, there’s not much reason to write an ulitharid into your adventure’ a little bit.

    My Ulitharid is the last surivior of a Gith Raid which killed the colony and elder brain. If the Ulitharid dies correctly it becomes the new eldar brain (score!) but it needs other mind flayers or that, so it is breaking the arcane taboo and trying to find a sufficient source of resurrection spells or maybe a wish to bring back a couple of other mind flayers .

  2. Topher Avatar

    Good article, but I’m a little confused about your reasoning for which Eyebite effect to use on what targets. It seems like the sleep effect would work just as well against a skirmisher or spellcaster as a front-line fighter. Could you explain your logic?

    1. Keith Ammann Avatar

      Because eyebite can be used against multiple targets in succession, the goal is to cause maximum disruption to the opposing side. No application of eyebite is bad per se, but the advantage of using sleep against a front-liner is that any ally who can reach them can’t really spare the action to try to shake them awake. Put a backliner to sleep, and another backliner can get to them to wake them without too much inconvenience. A frightened caster, on the other hand, Dashes away (hopefully) beyond the range of its spells, and once it finally turns around has to spend an equal number of turns rushing back. I suppose there’s no particular reason why skirmishers couldn’t also be put to sleep; I just like sickening them because they’re typically more skill-dependent than other combatants, and this hits them where it hurts.

      1. JP Avatar

        I’m going to continue beating my drum for Eyebite/Fear by pointing out that if an ulitharid can successfully Eyebite a creature adjacent to it with the Panicked option, it will get to make a tentacle opportunity attack on that creature’s next turn, and if it hits, that creature is dead. Even if it succeeds on the saving throw to avoid becoming stunned, its action will be taken by Dashing thanks to Eyebite.

  3. Alex Hencinski Avatar
    Alex Hencinski

    This is a great analysis as always. I just had one thought about a broader application of the Psionic Hub/Psychic Link synergy. Wouldn’t sleeping creatures be considered incapacitated as the unconscious condition includes incapacitation? Since most creatures with the exception of elves, undead, constructs, and warlocks with the Aspect of the Moon invocation have to sleep for some amount of time every day, an ulitharid who’s radar picks up a band of resting adventurers should be able to transmit the elder brain’s Link to any who don’t fall into the above category, unless regular sleep is differentiated from Unconsciousness. In my head (I’ve not had the opportunity to run mind flayers for my players yet) it seems much more cunning to have the psychic link dropped on one of the characters or NPC followers, who can then be fed false information with the Elder Brain’s Sense Thoughts, potentially causing the characters to fall into the colony’s tentacled clutches unsuspecting.

    1. Alex Hencinski Avatar
      Alex Hencinski

      *dropped covertly

    2. Keith Ammann Avatar

      OMG. That is an amazing loophole, and I can’t think of any reason why you wouldn’t be right about sleep comprising incapacitation. Wow. That makes mind flayers in general so much more dangerous. You can’t sleep near one!

  4. Gabe Avatar

    “Mass suggestion, although its range is only 60 feet, is mainly useful for preventing a fight before it starts—or for manipulating opponents into placing themselves at a disadvantage—than it is within the combat encounter itself, since any damage to a target breaks the enchantment on them. “This is normal, move on, nothing to see here” is a good go-to, as is, “The real enemy is in that other room—you should go there and deal with it first” (where the “real enemy” is, say, a death tyrant).”
    You’re forgetting the most powerful use of *Mass Suggestion* “Your allies plan to betray you, kill them before they can.” This is a reasonable suggestion if there’s disharmony in the party. Does the Fiend-lock trust the holy Cleric? The Ulitharid will know if this works based on the results of *Scrying* as well as any information garnered by the Elder Brain.

  5. Tagabundok Avatar

    Great insights as usual. Really looking forward to your piece on Eladrin. I’ve been playing an Eladrin bard for almost a year now and I’m always looking at examples of what makes sense for him.

  6. ArthropodKing Avatar

    Personally, I think that a mindwitness would still retreat even when part of a hive: Beholders are hard to catch and it is quite a valuable asset.

  7. Gatorboy Avatar

    About to include some mindwitnesses in a mad wizard’s lair, but am confused by their action economy. They have multiattack, with a bite and tentacle attack, but is that in addition to the eye ray attacks or in place of the eye ray attacks.

    1. Keith Ammann Avatar

      That’s instead of them. Multiattack is one action; Eye Rays is a different action.

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