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).