Prestige Classes


"For great power, you must sometimes pay a great price, even as you avoid temptations that would turn a less hardened psychic's stomach."

—Zeth'Rin, a flayerspawn psychic

Willing to sacrifice her life, appearance, and even her sanity, the flayerspawn psychic walks a dangerous road, growing in psionic power as she slowly embraces her secret mind flayer heritage. Some psionic characters take up this class to gain more power, while others do so to gain greater understanding of the illithids. A few do so because they secretly believe mind flayers to be a superior psionic organism.


Potential flayerspawn psychics, whether multiclass or singleclassed, must possess psionic ability. Potential flayerspawns are restricted in how they obtain this psionic power—only psions and erudites (page 153) possess the proper frame of mind. From this beginning, potential flayerspawns undergo a slow process, transforming mind and body as they gain and practice abilities common to mind flayers. Unfortunately, this power comes along with the temptation to embrace portions of their heritage that are truly evil (suck as the Illithid Extraction feat, page 61). Those who resist the hunger are capable of maintaining their moral and personal attitudes. Those who give in and indulge the hunger find their personalities changing to more closely match the creature they are becoming.


By every race that is aware of their existence mind flayers are considered to be the most powerful and dangerous psionic creatures. The temptation to take on some of an illithid's power is thus extremely attractive to those who seek power above all else, such as yourself. Of course, this temptation is particularly strong in characters that are already evil, or among those with a domineering personality trait.

There is no organization of flayerspawn psychics, though those of evil bent who have progressed through all the levels of the class might attempt to join a mind flayer community. Lawful mind flayers are known for their xenophobia and would probably reject you if they knew your true origin. If you have undergone substantial physical modification in the acceptance of your heritage, though, you might look so much like an illithid and possess such a similar mindset that you can probably fool other illithids into accepting you into the lower rungs of mind flayer society.


In combat, you can draw upon an arsenal of powers. You might want to avoid melee combat at lower levels, using your tentacles to attack only as a last resort (if you have taken the Illithid Grapple feat, page 61). You begin most combats with a mind blast (granted by the illithid Blast feat, page 61). Unlike a true mind flayer, you can adjust the DC of the mind blast according to the number of power points you are willing to spend on the attack. With a few rare exceptions, it's best to put as many power points into your mind blast as your manifester level limit allows.

Within an adventuring group, you should try to get off an initial mind blast that won't affect your allies before fading to the rear of the group. Once the battle is in full swing, you can support your allies with your psionic powers.


It isn't uncommon for established flayerspawn psychics to recruit impressionable psions and erudites to join them. It is equally likely that you learned of the process while studying mind flayer lore. However the knowledge becomes available, once you pick up the Illithid Heritage feat, it is difficult to turn back. The lure of greater power is too attractive to disregard.

The secondary advantage of the class is the bonus illithid feats it grants. Because the offensive power of the class is so well assured, you might be best served by picking up illithid feats of a defensive nature, such as Illithid Skin, and feats that provide greater options in all circumstances, such as Illithid Speech. Of course, you continue to gain manifester levels in your previous manifesting class. Power choices that enhance your overall versatility are ideal, including (for instance) biofeedback, mental barrier, and psionic dimension door.


Flayerspawn psychics generally compete rather than support each other. You should always distrust the agenda of another flayerspawn psychic, assuming the worst—where other such characters are concerned, you are right more often than not. Because of this tendency, you cannot call on any resources associated with this prestige class (though of course you might have affiliations unrelated to being a flayerspawn).


"Aaaauuugghhh! Mind flayer!"

—Phendylin, an elf minstrel in a chance encounter

Any game with both psionics and mind flayers can benefit from this prestige class. It can be of great use to DMs and players alike, allowing an opportunity to roleplay a transformation that, while considered positively from the player's point of view (merely a means to an end), is thought of as a degeneration to those around them. Flayerspawn psychics are equally useful in campaigns that focus on tragedy (with respect to the characters), or even large-scale quests for power.


A flayerspawn psychic spends her days much like any other psionic character would. She enjoys quiet meditation and taking the time to work through the mental exercises necessary to train her mind deeper in psionic art. As the leader of a group, a flayerspawn psychic might direct her allies toward jobs and quests that bring the group closer and closer to encounters with real mind flayers. If she is questioned about her undue interest in mind flayers, the rationale of "Know thy enemy" is given as her strategy: It might even be true.

NPC Reactions

Flayerspawn psychics have no organization to speak of; thus, it is unlikely that an NPC has heard of them in the sense of any organized group. A character who has no obvious physical illithid traits is met with a starting attitude of indifferent. Particularly xenophobic NPCs might have a starting attitude of unfriendly, simply due to a flayerspawn's odd or unwell appearance.

In the later stages of the prestige class, the character might begin to appear like some kind of humanoid—mind flayer hybrid, depending on her illithid feat choices. NPCs who meet her at this stage (if she is not using some form of camouflage to hide her features) have a starting attitude of hostile and might try to attack the character. Even if the flayerspawn psychic has a good alignment, they might attempt to hunt down both her and all her allies. Flayerspawn psychics who have allowed their heritage to significantly change their features typically resort to covering themselves or otherwise disguising their appearance to get around this reaction.


Characters with ranks in Knowledge (psionics) or Knowledge (dungeoneering) can research flayerspawn psychics to learn more about them. When a character makes a skill check, read or paraphrase the following, including information from lower DCs.

DC 10: Flayer-what's? Sounds like something related to mind flayers. I'd stay away from them.

DC 15: Some who develop the powers of their mind discover the reason they're so talented in that area—they have an ancient bloodline connection to illithids! It's more common than most people would like to think.

DC 20: A flayerspawn psychic quickly learns the power of mind blast. Because of the flayerspawn's hybrid nature, a powerful character of this sort can enhance her mental blast ability beyond even the power of a mind flayer.


A flayerspawn psychic might be a psion who is studying mind flayers and is willing to undergo transformation for academic reasons. A character might also be a tragic hero, someone who must undergo the transformation to assure some desired end—or merely for survival. A third, more likely possibility, however, is that a psionic character is simply power-hungry.

Flayerspawn psychics are particularly useful for the DM who enjoys injecting mind flayer-related themes into his adventures. The flayerspawn psychic's continuing transformation and possible degeneration can provide ongoing conflict and interest, both within the PC group and with NPCs. The class fits especially well in a game where aberrations are a common enemy.


This class could cause problems at the table and in the campaign, mostly due to its name and the names of the feats to which the flayerspawn has access (beginning with Illithid Heritage). If problems are foreseen, changing the name of the class to something such as Legacy Psychic and changing the name of all the feats to something such as Legacy Heritage, Legacy Blast, and so forth with the idea that no one knows the psychic legacy behind the character, even the character himself—until some later point when the character is already incorporated into the game.

Hit Die: d6.


To qualify to become a flayerspawn psychic, a character must fulfill all of the following criteria.

Powers: Ability to manifest psionic charm.

Skills: Knowledge (psionics) 8 ranks.

Feats: Illithid Heritage.

Language: Undercommon.

Class Skills

The flayerspawn psychic's class skills (and the key ability for each skill) are Bluff (Cha), Concentration (Con), Disguise (Cha), Hide (Dex), Intimidate (Cha), Knowledge (all skills, taken individually) (Int), Listen (Wis), Move Silently (Dex), Psicraft (Int), Sense Motive (Wis), Spot (Wis), Use Magic Device (Cha).

Skill Points at Each Level: 2 + Int modifier.

Table: The Flayerspawn Psychic

Level Base
Special Manifesting
1st +0 +0 +0 +2 Illithid Blast (15-ft. cone, stun 1d4 rounds)
2nd +1 +0 +0 +3 Illithid feat +1 level of existing manifesting class
3rd +1 +1 +1 +3 Illithid Blast 2/day
4th +2 +1 +1 +4 Illithid feat +1 level of existing manifesting class
5th +2 +1 +1 +4 Illithid Blast 3/day +1 level of existing manifesting class
6th +3 +2 +2 +5 Illithid Blast (30-ft. cone, stun 2d4 rounds)
7th +3 +2 +2 +5 Illithid Blast 4/day +1 level of existing manifesting class
8th +4 +2 +2 +6 Illithid feat
9th +4 +3 +3 +6 Illithid Blast 5/day +1 level of existing manifesting class
10th +5 +3 +3 +7 Illithid Blast (60-ft. cone, stun 3d4 rounds) +1 level of existing manifesting class
Class Features

All the following are class features of the flayerspawn psychic prestige class. The main focus is on duplicating the abilities of an illithid, to either become one (in effect) or to gain a greater understanding of the race in general.

Manifesting: At each level indicated on the table, you gain additional power points per day, an increase in manifester level, and access to new powers as if you had also gained a level in a manifesting class to which you belonged before you added the prestige class. If you had more than one manifesting class before becoming a flayerspawn psychic, you must decide to which class to add each level for the purpose of determining power points per day, manifester level, and powers known.

Illithid Blast (Su): At 1st level, you gain the Illithid Blast feat. As a flayerspawn psychic, you gain some additional benefits from taking this feat. As described on page 61, you can channel power points into a mind blast as a standard action. The blast stuns everyone who fails a Will save within a 15-foot cone for 1d4 rounds. As you gain levels in this prestige class, the uses per day, size of the cone, and the number of rounds for which you can stun foes increases.

At 6th level, your mind blast produces a 30-foot cone that stuns foes for 2d4 rounds.

At 10th level, your mind blast produces a 60-foot cone that stuns foes for 3d4 rounds.

Illithid Feat: At 2nd, 4th, and 8th level, you gain a bonus illithid feat. Choose any illithid feat for which you qualify. Illithid feats are described on page 61 of this book.