Mindwitness (/ˈmaɪnd.wɪt.nɪs/)

The creature resembles a beholder. It is an orb-shaped being 6 feet in diameter, with a large central eye on its body, and ten smaller eyes on stalks emerging from the top. Unlike a beholder, it has a toothy lamprey-like mouth surrounded by four large octopus-like tentacles.

If a beholder is stunned and brought to the brine pool of an elder brain, the beholder can be converted into a mindwitness. This alters some of its eye rays and transforms four of its eyestalks into tentacles similar to a mind flayer's. The mindwitness is psychically imprinted with devotion to the elder brain and submission to illithid commands.
Less intelligent than beholders and less liable to endanger the colony, mindwitnesses are psionically imprinted with devotion to the elder brain and submission to illithid commands, making them almost as obedient as intellect devourers.
Telepathic Hub. The primary function of a mindwitness is to improve telepathic communication in a mind flayer colony. A creature in telepathic communication with a mindwitness can converse telepathically through it to as many as seven other creatures the mindwitness can see, allowing the rapid spread of commands and other information.
Solitary Seekers. If separated from its illithid masters, a mindwitness seeks out other telepathic creatures to tell it what to do. Mindwitnesses have been known to ally with flumphs and telepathic planar beings such as demons, shifting their worldview and changing their alignment to match that of their new masters.

The Mighty Menagerie met a Mindwitness under the Outding Refuge Temple Ruins as they sought out the Abandoned Mindflayer Colony Under Outding Refuge.
He is a friend and a guard for the Myconid Colony "Under" Outding Refuge. He used to be from the Mindflayer colony.

— Session 12: Under the Ruins Report

Basic Information

Anatomy

Mindwitnesses were flying nightmares of eyes and tentacles created by mind flayers by inserting one of their tadpoles into a beholder.

Description

A mindwitness greatly resembled its beholder "parent"; an orb-shaped being 6 feet (1.8 meters) in diameter, with a large central eye on its body, and ten smaller eyes on stalks emerging from the top. However, a mindwitness's mind flayer influence made an already horrifying creature arguably even more so; its fanged mouth was replaced with one more akin to that of a lamprey, and this maw was surrounded by four large octopus-like tentacles.
A mindwitness's body was, like that of a beholder, naturally buoyant, allowing it to fly and granting it effects much like that of a feather fall spell. Its many eyes granted it 360 degree vision, preventing it from being flanked and making it generally very difficult to avoid being spotted by one. Mindwitnesses also had an innate resistance to spells and were able to project an antimagic field in a cone in front of them.
A mindwitness was able to communicate telepathically with any creature that had a language, and was itself able to speak both its own language and Common.

Behaviour

Combat

In combat, a mindwitness behaved, unsurprisingly, much like a combination of mind flayer and beholder; using both the flight and eye rays of a beholder, and the illithid's fearsome psionic and brain extraction abilities.
A mindwitness would typically begin by unleashing a mind blast on its opponent, then follow up with eye rays from its ten stalked eyes. Like a normal beholder, each eye had a different power, namely: charm monster, charm person, disintegrate, fear, finger of death, flesh to stone, inflict moderate wounds, sleep, slow, and telekinesis. In addition to the abilities granted it by its eyes, a mindwitness was also able to use the following psionic spells: charm monster, detect thoughts, levitate, and suggestion. If forced into melee combat, a mindwitness was able to resort to attacking physically with its tentacles.
After stunning or otherwise befuddling its target, a mindwitness would then attempt to attach all its tentacles to its opponent's head so as to extract its brain, instantly killing it (barring creatures with multiple heads, such as ettins and hydras).

Additional Information

Social Structure

Society

The main purpose of mindwitnesses within illithid colonies was to improve and accelerate telepathic communication, since mindwitnesses were capable of maintaining a telepathic link with up to seven other creatures simultaneously. As part of the ceremorphosis process, mindwitnesses were imprinted with absolute devotion and submission to commands, so if separated from its mind flayer masters, a mindwitness would seek out other creatures to serve. They were known to ally with flumphs and other telepathic beings such as demons.
Normally dwelling underground, mindwitnesses could be encountered as solitary creatures, in pairs, or in groups as large as six.

Uses, Products & Exploitation

Usage

Illithids used their intellect devourers for hunting. Normally, they had them possess and puppeteer the bodies of their victims and then use them to lure other creatures into the illithids' hunting grounds, so the mind flayers could consume their brains themselves or dominate them as new thralls. Otherwise, they kept them as guard beasts and even as pets, while an intellect glutton might be ridden as a mount.
More generally, other intelligent creatures who dared to use intellect devourers would set them to work as guardians or as predators for some purpose. By taking a host body and posting as their last victim, they made for excellent spies.
The body parts of intellect devourers could be utilized as material components in potions and magic items associated with mind control and ESP. Dried blood of intellect devourer (or brain mole, or formian) was a possible component in a sending. A whole body was needed for a certain potion that bolstered one's psionics attack and defense powers. Most notably, the brain of an intellect devourer was a key reagent in the cure for the disease known as the Wailing Death.

Harvesting

instructions

Instructions: Because this creature is an Aberration, the player should roll a Arcana Check using the DCs in the table below. On a success, the player is able to harvest the item. On a failure, the item cannot be harvested (either because the character is not skilled enough, or because the item is ruined). The DM should note that many of the items have an expiration, and can not be sold or used after the expiration has passed.

Type: Aberration
Skill: Arcana

DC	Item	Description	Value	Weight	Exp.	Crafting
10	Mindwitness Tentacle (x4)	A mindwitness has four long, fleshy tentacles. An expert craftsman can stretch the tentacles and carefully comb them into long, thin fibers. These fibers are then soaked and treated with oils, making them useful filaments for creating ropes and whips.	5 gp	12 lb.	2 days	Mind Whip (HHH2)
15	Mindwitness Eye Stalk	The eye stalks of a mindwitness each have unique psionic properties, and are prized by spellcasters, artificers and anyone studying psionics. Once successfully harvested, roll 1d6 for the type of eyestalk received (1. Aversion, 2. Fear, 3. Psychic, 4. Slowing, 5. Stunning, 6. Telekinetic). (see VGM p176 for more details on the Mindwitness)	30 gp	8 lb.	2 days	Mutated Eye Stalk Wand (HHH2)
20	Mindwitness Large Eye	A mindwitness is a telepathic hub or beacon for mind flayers. This link is tied directly to the large eye of the mindwitness, which acts like a signal dish, receiving and transmitting telepathic messages. The large eye can be used by spellcasters, artificers and anyone that studies psionics. Alchemists may be able to mash the eye into a fine paste to create potions and salves.	75 gp	15 lb.	2 days	Telepathic Lens (HHH2)

Most Crafting Items have an acronym associated with it, such as "DMG". These acronyms refer to specific guide Books. For example, "DMG" refers to the "Dungeon Master's Guide". The acronyms for HHH and HHH2 refer to Hamund's Harvesting Handbook, a homebrew harvesting guide that offers a variety of homebrew (not official) magic items.

This kind of creature does not normally carry treasure. This kind of creature does not normally have or collect treasure. However, the creature may have a lair full of bodies, or reside somewhere that treasure already exists.
This creature produces 6-36 pieces of Harvested Meat, weight total of 24-144 lb. DC: 5, Expire: 1 day, Value: 12-72 sp
The meat of many monsters is considered vile and distasteful. Monstrosities and aberrations, in particular, may have tainted blood or rancid tasting meat. Dungeon Master's discretion.

Civilization and Culture

History

Qrr'zarq, a mind flayer who worked in Xanathar's Thieves' Guild in the late 15 century DR, had plans to turn the Xanathar into a mindwitness.

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Sources

Source(s):

• Mike Mearls, et al. (November 2016). Volo's Guide to Monsters. Edited by Jeremy Crawford, et al. (Wizards of the Coast), p. 176. ISBN 978-0786966011.
• Bruce R. Cordell, Gwendolyn F.M. Kestrel, Jeff Quick (October 2003). Underdark. (Wizards of the Coast), pp. 89–90. ISBN 0-7869-3053-5.
• Christopher Perkins, James Haeck, James Introcaso, Adam Lee, Matthew Sernett (September 2018). Waterdeep: Dragon Heist. Edited by Jeremy Crawford. (Wizards of the Coast), p. 110. ISBN 978-0-7869-6625-7.

Genetic Ancestor(s)

• Aberrations
• Beholder
• Mind flayer

Scientific Name

Animalia, Superioria, usque ad regnum, alius, (Illithid/Beholder: Mindwitness)

Origin/Ancestry

Aberration (Far Realms, Beast| Illithid/Beholder: Mindwitness)

Conservation Status

No conservation in most places.

Average Height

6 ft (1.8 m)

Average Weight

5,000 lbs.

Average Length

6 ft (1.8 m)

Geographic Distribution

• Myconid Colony "Under" Outding Refuge
• Outding Refuge Temple Ruins
• Underdark Terrain
• Underground Terrain

Related Ethnicities

• Aberration Creatures

5E Statistics
Mindwitness

Size	Large
Type	Aberration
Alignment	Lawful Evil
Challenge Rating	5

General Information

Vision	Darkvision (360 degrees)
Language(s)	Deep Speech, Undercommon, Common, Mindwitness Language, Telepathy
Favored terrain	Underground Terrain

Session Reports

• Session 12: Under the Ruins Report

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See Also: Mindwitness on Forgotten Realms Wiki

Mindwitness CR: 5 (1,800 XP)

Large aberration (beholder/illithid), lawful neutral

Armor Class: 15 (natural armor)

Hit Points: 75 (10d10+20) 10d10+20

Speed: 0 ft , fly: 20 ft , can hover

STR

10 +0

DEX

14 +2

CON

14 +2

INT

15 +2

WIS

15 +2

CHA

10 +0

Saving Throws: Int +5, Wis +5

Skills: Telepathic Hub. When the mindwitness receives a telepathic message, it can telepathically share that message with up to seven other creatures within 600 feet of it that it can see.

Condition Immunities: Prone

Languages: Deep Speech, Undercommon, telepathy 600 ft.

Challenge Rating: 5 (1,800 XP)

Actions

Multiattack. The mindwitness makes one Bite attack and one Tentacles attack, or it uses Eye Ray three times.
Bite. Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: 16 (4d6 + 2) piercing damage.
Tentacles. Melee Weapon Attack: +5 to hit, reach 10 ft., one creature. Hit: 20 (4d8 + 2) psychic damage. If the target is Large or smaller, it is grappled (escape DC 13), and it must succeed on a DC 13 Intelligence saving throw or be restrained until this grapple ends.
Eye Ray. The mindwitness shoots one magical eye ray at random (roll a d6, and reroll if the ray has already been used this turn), choosing one target it can see within 120 feet of it:

• 1: Aversion Ray. The targeted creature must make a DC 13 Charisma saving throw. On a failed save, the target has disadvantage on attack rolls for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.


• 2: Fear Ray. The targeted creature must succeed on a DC 13 Wisdom saving throw or be frightened for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.


• 3: Psychic Ray. The target must succeed on a DC 13 Intelligence saving throw or take 27 (6d8) psychic damage.


• 4: Slowing Ray. The targeted creature must make a DC 13 Dexterity saving throw. On a failed save, the target's speed is halved for 1 minute. In addition, the creature can't take reactions, and it can take either an action or a bonus action on its turn but not both. The creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.


• 5: Stunning Ray. The targeted creature must succeed on a DC 13 Constitution saving throw or be stunned for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.


• 6: Telekinetic Ray. If the target is a creature, it must make a DC 13 Strength saving throw. On a failed save, the mindwitness moves it up to 30 feet in any direction, and it is restrained by the ray's telekinetic grip until the start of the mindwitness's next turn or until the mindwitness is incapacitated.

If the target is an object weighing 300 pounds or less that isn't being worn or carried, it is telekinetically moved up to 30 feet in any direction. The mindwitness can also exert fine control on objects with this ray, such as manipulating a simple tool or opening a door or a container.

Lair Actions

If the mindwitness stays in a location for long enough, its psychic energies begin to resonate with the area and empower it further, making it able to better aid those it serves. A mindwitness in its lair gains the ability to reverse the effects of its eye rays to support its allies, using them to help instead of harm.
On initiative count 20 (losing initiative ties), the mindwitness takes a lair action to target itself or its allies with two eye rays it did not use on its last turn:

• 1. Aversion Ray. The mindwitness targets a non-hostile creature it can see with its aversion ray, empowering that creature in combat. The targeted creature has advantage on attack rolls until initiative count 20 on the next round.


• 2. Fear Ray. The mindwitness targets a non-hostile creature it can see with its fear ray, drawing in negative emotions. If the creature is charmed or frightened, those conditions immediately end, and the creature is immune to being charmed or frightened until initiative count 20 on the next round.


• 3. Psychic Ray. The mindwitness targets a non-hostile creature it can see with its psychic ray, bolstering its resolve. The targeted creature gains 27 (6d8) temporary hit points.


• 4. Slowing Ray. The mindwitness targets a non-hostile creature it can see with its slowing ray, filling the creature with energy. Until initiative count 20 on the next round, the target’s speed is doubled, it has advantage on dexterity saving throws and it can take an additional action on its turn. That action can be used only to take the Attack (one weapon Attack only), Dash, Disengage, Hide, or Use an Object action.


• 5. Stunning Ray. The mindwitness targets a non-hostile creature it can see with its stunning ray, shielding it from negative effects. Until initiative count 20 on the next round, the targeted creature gains the benefit of the freedom of movement spell and cannot be incapacitated unless it is reduced to 0 hit points or killed.


• 6. Telekinetic Ray. The mindwitness targets a non-hostile creature it can see with its telekinetic ray, but the creature can choose to fail the saving throw and is not restrained.
  (Home-Field Advantage, DM's Guild & Valentin Prévost)
  If a beholder is stunned and brought to the brine pool of an elder brain, the beholder can be converted into a mindwitness. This alters some of its eye rays and transforms four of its eyestalks into tentacles similar to a mind flayer's. The mindwitness is psychically imprinted with devotion to the elder brain and submission to illithid commands.
  A mindwitness's primary function is to improve telepathic communication in a mind flayer colony. A creature in telepathic communication with a mindwitness can converse through it to as many as seven other creatures the mindwitness can see, rapidly disseminating commands and other information.
  If separated from its illithid masters, a mindwitness seeks out other telepathic creatures to tell it what to do. Mindwitnesses have been known to ally with flumphs and planar beings such as demons, shifting their worldview and alignment to match those of their new masters.

  Suggested Environments

  Environment: Underdark