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# Rifts in Reality - Phandelver and Below: The Shattered Obelisk - Dungeons & Dragons - Sources - D&D Beyond

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**Saved:** 2025-12-15T07:27:42.265Z

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CH. 6: THE SHATTERED OBELISK
TABLE OF CONTENTS
CH. 8: BEYOND A LIGHTLESS STAR
Chapter 7: Rifts in Reality

While hunting obelisk fragments in the previous chapter, the characters learned of the fanatics’ headquarters: a mind flayer enclave called Illithinoch deep in the Underdark below Phandalin. In this chapter, the characters learn more about the fanatics and rescue the kidnap victims from Phandalin. However, doing so—as well as stopping the ritual that threatens to turn Phandalin’s townspeople into mind flayers—will be far more harrowing than the characters realize.

BRUCE BRENNEISE
THE OLD MIND FLAYER STRONGHOLD OF ILLITHINOCH HAS BECOME EVEN MORE
TERRIFYING WITH THE RISE OF A CULT DEDICATED TO AN EVIL FAR REALM ENTITY
Running This Chapter

The characters start this chapter knowing that a trio of mind flayers are preparing a ritual to transform surface-dwelling Humanoids into mind flayers. The ritual will certainly affect Phandalin, and it might wash over other small population pockets in the region. The exact parameters of the ritual are up to you.

If you decide that the characters are too easily vanquishing this adventure’s challenges, you could decide that the fanatics’ ritual is nearly complete, urging the characters to press ahead without resting and resupplying. If this adventure’s threats have significantly challenged the characters, you could tell them they have a comfortable amount of time before the fanatics can finish their ritual, and the heroes can rest and resupply as needed. Either option is viable.

The characters’ best option is to return to Phandalin and share what they’ve discovered with a knowledgeable ally, such as Gwyn Oresong or Rivibiddel.

Shortly after returning to Phandalin, the characters discover a passage beneath the town that leads into the Underdark and to Illithinoch. They set off through the Underdark to reach the deteriorating mind flayer stronghold of Illithinoch, facing threats along the way. In Illithinoch, the characters learn that the mind flayer fanatics already escaped through a gateway into the Far Realm. To pursue them, the characters must explore three Far Realm rifts scattered around Illithinoch and collect keys to open the gateway.

Character Advancement

The characters should be 9th level when the chapter begins. The characters gain a level after opening the gateway to the Far Realm.

Shadow over Phandalin

The mind flayer fanatics haven’t begun their ritual in earnest, but ripples of Far Realm energy have infected some residents of Phandalin. Those who spent significant time around the obelisk shards absorbed some latent Netherese magic and are suffering strange maladies. Three of these people—Sister Garaele, Ander, and Halia Thornton—have become angry, violent, and very much not themselves. A fourth, the tiefling Wheel-of-Fortune, is on the verge of a similar transformation.

Infected Townspeople

Shortly after the characters return to Phandalin, they come across a noisy crowd gathered at the recently repaired Shrine of Luck. You can use the Phandalin Alleys map (see map 5.3 in chapter 5) for this encounter.

Three figures scuffle on the ground before the Shrine of Luck. Sister Garaele, the acolyte of the shrine, fends off guild master Halia Thornton, while the young clerk from the general store, Ander, claws at both of them.

RICHARD LUONG
EVIL ENERGY FROM THE ILVAASH FANATICS’
ACTIVITIES IS CORRUPTING PHANDALIN
AND ITS TOWNSPEOPLE

In this state, Sister Garaele, Halia, and Ander all use the berserker stat block, but replace their Greataxe action with the following:

Psychic Slam. Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: 6 (1d6 + 3) bludgeoning damage plus 3 (1d6) psychic damage.

The townspeople in the crowd quickly back away, leaving the characters to handle the situation. The townspeople beg the characters to subdue the uncharacteristically violent villagers, hoping the three will come to their senses.

The Fourth Infection

Once the fight ends, the townspeople restrain any surviving members of the trio so they can’t do more harm. The townspeople promise to keep the infected villagers safe until some cure can be found. (They don’t know that the only cure is defeating the mind flayer fanatics.)

Once the chaos from the infected townspeople has died down, Gwyn Oresong rushes up with Grista, owner of the Sleeping Giant, with an important lead:

“Sister Garaele, Halia, and Ander are clearly unwell. I don’t think this is random—all three spent time in close proximity to those obelisk shards. Sister Garaele was near her shrine, Ander often fetched water from the general store’s well, and Halia spent all day in that building.

“And you know there was a fourth stone in Grista’s bar. Wheel-of-Fortune worked right next to it every day. Could you come with us to the Sleeping Giant and make sure the tiefling is alright?”

When the characters arrive at the Sleeping Giant, the inside is dark. Wheel-of-Fortune stands behind the bar. Their purple skin gleams with a thin sheen of mucus, and their skull and limbs have elongated. In the dim light, it’s easy to mistake them for a mind flayer.

Wheel-of-Fortune is suffering no other effects. They are here in the dark because any light brighter than candlelight causes them pain. The tiefling can share the following news, assuming the characters don’t react with violence:

Aberrant Mind and Body. Something that feels like a magical presence is affecting Wheel-of-Fortune. They can feel it intruding on their thoughts as well as changing their body.

Goblins Again. Several days ago, Wheel-of-Fortune found goblins in the cellar of the Sleeping Giant. Wheel-of-Fortune also discovered a small sinkhole in the cellar that wasn’t there before.

Missing Townsfolk. Many goblins fled through the sinkhole. Several townspeople went that direction, too.

Terrifying Presence. Wheel-of-Fortune can sense an exceptionally powerful mind far beneath the town. Its presence scares Wheel-of-Fortune more than anything the tiefling has ever known.

Visible Power. Wheel-of-Fortune perceives what they describe as psychic energy. The tiefling sees this energy as faint, bright-green trails that people and animals leave behind as they move, and the energy gives Wheel-of-Fortune premonitions. At your discretion, throughout this conversation, Wheel-of-Fortune might make observations about the characters such as, “I can sense you are greater trouble to others than you realize,” or “you have a curiously doomed aroma about you.”

Tiefling’s Fate. After hearing about the state of the others who spent time near obelisk fragments, Wheel-of-Fortune asks to stay in a room somewhere in town. They don’t want to hurt anyone, and they desperately want the characters to do whatever is necessary to keep more transformations from happening.

Illithinoch Connection. Gwyn suspects that the sinkhole under the Sleeping Giant connects to Underdark passages. She posits that the magical force that Wheel-of-Fortune senses might be an elder brain, the psychic hub of every mind flayer stronghold. (Gwyn doesn’t know that the mind flayer fanatics are connected to Ilvaash, nor that the fanatics commune with the godlet instead of an elder brain.)

Gwyn believes that Illithinoch must be the name of this stronghold underneath Phandalin, given that she’s heard of this name in connection to the ancient mind flayer empire. If the characters haven’t figured it out, Gwyn tells them that they must venture into the sinkhole to find Illithinoch, rescue the missing townspeople, and stop the ritual.

ADDITIONAL CLUES

If the characters don’t talk with Wheel-of-Fortune, they might need help finding the sinkhole beneath the Sleeping Giant and determining they need to venture into it. Here are some ways to keep the characters on track:

Captured Goblins. When the goblins fled with the kidnap victims, some psionic goblins were left behind. They’re lurking about, unsure what they should be doing. Present the characters with an easy encounter with some goblin psi brawlers (see appendix A). If captured and questioned, the goblins boast about “the people stolen away right beneath where you soak your noses in ale!”

Goblin Sighting. On her last visit to town, a reclusive farmer saw small people sneaking into the Sleeping Giant’s cellar several days ago. The farmer doesn’t have a high opinion of Grista and assumed the skulkers were the dwarf’s unsavory acquaintances. Having just heard about goblin attacks, the farmer is eager to share what she saw.

Rivibiddel. The svirfneblin suspects that Underdark tunnels can be accessed from somewhere in Phandalin, likely from a basement or cellar. If the characters already led Rivibiddel to the Underdark, he might return through the tunnels (and into the Sleeping Giant’s cellar) to inform his rescuers about the passages.

Journey through the Deep

The sinkhole beneath the Sleeping Giant drops into much older passages. Goblin tracks and shuffling, human footprints are visible for the first several hundred feet. After that, the tracks are harder to follow, but the main passage is obvious, as it leads steadily into the Underdark.

Ironquill’s Trail

The characters aren’t the first well-intentioned explorers to take this route. Centuries ago, the dwarf historian Thorgran Ironquill received a warning from his patron god, Dumathoin, that a mind flayer uprising was close at hand. Thorgran set aside his work and faked his death for the freedom to investigate without interference from hangers-on and well-meaning assistants (it is in Thorgran’s tomb that the characters met Rivibiddel in chapter 6).

Thorgran made detailed notes as he ventured toward Illithinoch, but he never reached the mind flayer stronghold. Thorgran’s corpse is now a puppet for a mutated cloaker, as the characters will discover later in this chapter.

Tunnel Features

Map 7.1 shows several locations along the way to Illithinoch. The following features are common in these areas.

Natural Tunnels

The chambers and the tunnel are all rough, natural stone.

Dim Light

Patches of pale, phosphorescent fungus illuminate the tunnel and chambers with dim light.

Ceilings

The tunnel varies between 10 and 15 feet high. Chambers are 20 feet high unless otherwise indicated.

Traversing the Tunnel

The winding tunnel between Phandalin and Illithinoch is 12 miles long, curving in different directions as it descends 2 miles beneath the town. The tunnel has a gentle but continuous slope. The entire journey takes about 14 hours if the characters walk at normal speed.

Random Encounters

After each hour the characters spend in the tunnel, roll 1d20 and consult the Tunnel Encounters table to determine whether the party has a random encounter. If the party is using a light source, creatures that encounter them almost certainly know the characters are coming and set up an ambush or otherwise prepare for the fight.

Tunnel Encounters
d20	Encounter
1–2	1d4 grells hunt for food.
3	1d6 gibbering mouthers lie in wait for prey.
4	An intellect devourer inhabits a quaggoth; the intellect devourer seeks another host.
5	A lost and angry fomorian wanders the Underdark.
6	1d4 + 1 hook horrors climb on the tunnel ceiling.
7	1d6 quaggoths led by a quaggoth thonot are searching for a missing tribe member who’s been acting strangely.
8	1d6 troglodytes and a barlgura are looking for a fight.
9	A patch of 2d4 shriekers blocks the way ahead; if they shriek, roll 1d8 on this table to see what creatures come to investigate.
10–20	No encounter.
Journey Locations

The tunnel leads through several dangerous areas. Use map 7.1 for this journey.

MIKE SCHLEY
MAP 7.1: TUNNELS OF THE DEEP
VIEW PLAYER VERSION

The distance from Phandalin to the grell caves (areas J1 through 
area
J4) is 2 miles. The distance from the grell caves to the behir lair (areas J5 to 
area
J7) is 3 miles. The distance from the behir lair to the fleshy pit (areas J8 to 
area
J10) is 5 miles. The distance from the fleshy pit to Illithinoch is 2 miles.

J1: Bloody Intersection

A narrow side passage intersects the main tunnel, sloping downward to the south. A trail of blood leads into the side passage.

The side passage leads to the lair of some grells. The grells ambushed the rear of the goblin party escorting the kidnap victims, killing four goblins and pulling three townspeople from the larger group.

The side passage splits after several feet. One branch leads steeply upward while the other abruptly ends at a chasm (area J2).

J2: Tunnel Chasm

This passage drops into a chasm fifteen feet wide and thirty feet deep. Faint sounds of sobbing echo from the chasm’s south side.

The chasm walls are sheer and require a successful DC 12 Strength (Athletics) check to climb; on a failed check, the climber falls. The sobbing is from the townspeople in area J4.

Historian’s Journal. Thorgran Ironquill, the dwarf historian the characters learned about in the previous chapter, dropped his journal while exploring this chasm centuries ago. His journal was well-made and bears a silver bookplate. Some of the pages have decayed, but a few are still legible.

SARAH DAHLINGER
THORGRAN IRONQUILL’S JOURNAL

A character who has a passive Wisdom (Perception) score of 14 or greater who crosses the top of the chasm notices silver glittering at the chasm’s bottom. Anyone who descends into the chasm automatically spots the silver bookplate.

The ornate bookplate bears the name “Thorgran Ironquill, Historian.” Only the first few pages of the journal remain. They include rumors of rising mind flayer activity beneath the Sword Mountains. The journal’s author plans to spy on a mind flayer stronghold called Illithinoch deep underground. The author hopes this information will allow him to warn nearby dwarven enclaves, including the temple at Talhundereth.

Treasure. On its own, the bookplate is worth 450 gp. Both Gwyn Oresong and Rivibiddel consider the journal a remarkable find, as it indicates Thorgran survived the creation of his tomb to make this excursion. Either of these scholars can arrange a payment of 900 gp for the bookplate and attached pages, given time to contact distant patrons.

J3: Grell Lair

This tall chamber contains stalactites and stalagmites. Many of them are broken, littering the floor with sharp stones.

Four grells lurk amid the stalactites, resting and keeping watch in pairs. The broken stalagmites make the room difficult terrain, which doesn’t hinder the grells. Eager to defend their lair, the grells fight to the death.

J4: Larder

The air in this cavern has a mineral tang. In the southeast corner, a pool of dark water lies behind a low wall of stalagmites.

Three despondent commoners from Phandalin are trapped here: a sawyer named Oskar Ninebough, and two sisters, Cathlette and Aida Camber, who are miners. Oskar and Cathlette are engaged to be married.

The Townspeople’s Story. The townspeople were kidnapped by psionic goblins and herded through an underground tunnel with several other victims and more goblins. They were at the rear of the group because Oskar has an old leg injury that slows him down, a delay that plainly frustrated the goblins in the rear guard. The other townspeople and goblins had gone ahead.

According to the miners, flying tentacle-monsters suddenly attacked, killing several goblins. (These are the grells in area J3.) The monsters grabbed the goblin corpses as well as Oskar, Cathlette, and Aida, whisking them into this small cave complex. The monsters ate the goblins and deposited the three humans here. All three townsfolk believe—correctly—that the flying monsters are saving them to eat them later because the monsters have gorged themselves on the goblins.

The trio has been here for a couple of days but can’t leave: one passage from this room ends at a deep chasm and the other leads to the flying monsters’ lair. They’ve been trying to weave their clothing into a rope to traverse the chasm, but without much success.

The townspeople would prefer to be escorted back to Phandalin, but they can make the trip themselves if the characters express urgency in rescuing the other kidnapped townspeople.

The water in the pool has an unpleasant, metallic taste but isn’t harmful.

J5: Blasted Intersection

The stone in this area is badly scoured and scorched. The smell of ozone hangs in the air. A wide passage leads to the east.

A wide passage leads southeast to area J6. Near the ceiling, a natural opening only a few feet in diameter leads northeast to area J7. The grells lairing in area J7 use this passage to come and go without disturbing the behir in area J6; the passage is too small for the behir to navigate.

If the characters are particularly noisy, the behir slithers from area J6 to investigate.

J6: Behir Den

An enormous nest of crushed rocks, reptile scales, and lightning-scoured bones occupies a depression in this cavern’s northwest wall. Resting in the nest is a massive, serpentine monster.

A lazy behir rests in its nest, sometimes sleeping for weeks at a time. Affected by its long proximity to Illithinoch’s elder brain, the behir has vulnerability to psychic damage.

The behir is hungry but cautious. If the characters don’t attack, the behir asks them in Draconic to drive the gricks out of the adjoining cave. If a fight breaks out, the behir tries to maneuver into a position to catch as many of the characters with its Lightning Breath as possible.

If reduced to fewer than 50 hit points, the behir attempts to flee, abandoning the area for good.

Treasure. The behir’s nest includes seven gold feathers worth 100 gp each, 1,520 gp in scattered coins, and a jar containing 4 doses of Keoghtom’s ointment.

J7: Scavengers’ Nook

This wide cave is barely five feet tall. Lurking here are three monsters that look like floating brains with beaks. Against the north wall lies a moldy backpack.

Two grells lair here with their leader, a grell psychic (see the accompanying stat block) named Vundru. Vundru used to lurk much closer to Illithinoch, where he became infused with minor psychic abilities. He has no knowledge of the Far Realm and no desire to learn more; he’s interested only in hunting safely.

The grells respect their behir neighbor, which they refer to as a Great Eater. The grells don’t involve themselves in a fight between the characters and the behir. If the characters win, the grells confer among themselves for a few minutes, debating whether those who kill a Great Eater are themselves Great Eaters. Unless the characters interrupt this debate by entering this lair, Vundru decides after a few minutes that he can become a Great Eater by vanquishing the characters who bested the behir. The grells then float out to slay the characters.

BRIAN VALENZUELA
VUNDRU, GRELL PSYCHIC

Historian’s Pack. Long before the behir or the grells came to this cave, Thorgran Ironquill used it as a base of operations to spy on mind flayers traveling to and from Illithinoch. He wrote his notes on the east wall, though time and moisture have mostly destroyed them. However, Thorgran placed his large traveling pack against the wall, covering (and protecting) some of his notes. Anyone investigating the pack not only finds the treasure within but also sees that the cave wall behind it bears writing.

The writing contains a handful of partial phrases:

“Illithinoch stronghold 7 miles downward.”
“Beware of the elder brain’s attention.”
“Significant mind flayer general is Oshundo, wears high-collared scarlet robe.”
“Mind flayers preparing to move against Gibbet Crossing?”
“I stole one of their mind crystals—are there more? Maybe useful to the priests at Talhundereth.”

Treasure. Thorgran’s pack contains only leather scraps and a careful mind crystal (see appendix B).

GRELL PSYCHIC

Medium Aberration, Chaotic Evil

Armor Class 12 (15 with mage armor)

Hit Points 66 (12d8 + 12)

Speed 10 ft., fly 30 ft. (hover)

STR

17 (+3)

DEX

14 (+2)

CON

13 (+1)

INT

12 (+1)

WIS

11 (+0)

CHA

14 (+2)

Skills Perception +4, Stealth +6

Damage Immunities lightning

Condition Immunities blinded, prone

Senses blindsight 60 ft. (blind beyond this radius), passive Perception 14

Languages Deep Speech, Grell

Challenge 4 (1,100 XP) Proficiency Bonus +2

Actions

Multiattack. The grell psychic makes one Tentacle attack and one Beak attack.

Beak. Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: 10 (3d4 + 3) piercing damage.

Tentacle. Melee Weapon Attack: +5 to hit, reach 10 ft., one target. Hit: 8 (1d10 + 3) piercing damage, and the target must succeed on a DC 11 Constitution saving throw or have the poisoned condition for 1 minute. While the target is poisoned, it also has the paralyzed condition. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. The target also has the grappled condition (escape DC 16). While grappling the target, the grell can’t make Tentacle attacks against other targets. When the grell moves, any Medium or smaller target it is grappling moves with it.

Spellcasting (Psionics). The grell psychic casts one of the following spells, requiring no spell components and using Charisma as the spellcasting ability (spell save DC 12):

At will: detect thoughts, mage armor, mage hand (the hand is invisible)

1/day each: confusion, fear

J8: Burbling Intersection

Phosphorescent fungus growing throughout this side tunnel ripples with iridescent colors, and the walls glisten with a thin, moist sheen of mucus.

Natural stairs lead down to a large grotto. Wordless burbling echoes from it.

The sound originates from the gibbering mouthers in the next cavern, although creatures in the tunnel are too far away to be confused by the babble.

J9: Gibbering Grotto

The floor of this sunken cavern is filled with a repulsive pool of mud and gore. Gobs of flesh bearing eyes and teeth float in the mud. The far edge of the room contains another exit with a natural staircase ascending from the pool.

Six gibbering mouthers lurk in the pit, all but indistinguishable from the flesh gobbets.

If the characters encounter the gibbering mouthers and then retreat from this room without defeating them all, the surviving gibbering mouthers combine into a single flesh meld (see appendix A) that arises from the muck the next time the characters pass through.

J10: Hooked Stones
ALEXANDRE HONORÉ
EVIL FAR REALM ENERGY HAS TRANSFORMED THIS CLOAKER INTO SOMETHING HORRIFYING

The stalagmites and stalactites in this room are all bent as though made of clay, filling the room with thick hooks from the floor and ceiling. An enormous monster with fleshy wings patrols this room. A short skeleton dangles from the creature’s toothy maw.

The hook-shaped stalactites and the stalagmites are as hard and resilient as other rock formations.

A cloaker mutate (see appendix A) lives in this room, leaving only to hunt. This cloaker mutate “adopted” a withered dwarf corpse it discovered here many years ago—that of Thorgran Ironquill. It now manipulates the dead historian like a macabre puppet.

The cloaker mutate’s mind has become muddled with Thorgran’s residual psychic echoes. Each round at the start of its turn, the cloaker mutate must make a DC 12 Wisdom saving throw. It has advantage on this saving throw if it can hear any burbling from the gibbering mouthers in area J9, as it finds the noise soothing.

Successful Save. On a successful saving throw, the cloaker shows no effects. It attacks intruders while ranting telepathically in Common about the following topics:

“The Far Realm gives great power to those who accept it. Look how graceful I am!”
“A great empire will rise once again under the unstoppable mind flayers, who have the power of the Far Realm at their command. I can feel their strength growing!”
“Magical stones from the surface will empower the rise of a new mind flayer empire!”
“Brains feed the brain pool. What are those human prisoners for, I wonder?” The cloaker then cackles wildly.
“Ilvaash arises!” The cloaker mutate doesn’t actually know who Ilvaash is.

Failed Save. On a failed saving throw, the cloaker mutate’s identity is overcome by Thorgran’s psychic echoes until the end of its turn. The creature doesn’t move, attack, or respond to anything the characters say. It instead utters one of the following statements using the corpse’s mouth:

“I faked my death because too many eager scribes would follow me into danger. But my death was real when I ventured too close to Illithinoch. Yet I am still here, and I don’t know why.”
“The mind flayers intend to ravage the whole Underdark! I don’t wish ill on people in Gibbet Crossing, though we have little in common. I still have time to warn them!”
“The one in the scarlet robe, Oshundo, is gathering forces to assault Talhundereth. I must warn the priests that the mind flayers are coming!”
Illithinoch

Illithinoch was originally a stronghold of the mind flayer empire that rose to prominence across the Underdark and fell into obscurity centuries ago. The stronghold languished in disrepair when all but a few weakened mind flayers abandoned it. The mind flayers that remained continued their service to Illithinoch’s elder brain, but the elder brain became obsessed with recovering their lost grandeur, and many mind flayers transformed themselves into tormented monsters called nothics. The few mind flayers able to maintain their wits and their focus have lacked the ability to seize the might of the old mind flayer empire—until recently.

Mind Flayer Fanatics

The three most ruthless, domineering, and cunning mind flayers in Illithinoch spent their early lives scheming against one another. A few decades ago, they each realized the potential in working together and swiftly dominated Illithinoch’s other mind flayers. Once they became masters of the stronghold, these three mind flayers engaged in increasingly bizarre and esoteric rituals with the weakened elder brain.

The three mind flayers eventually heard a strange psychic call from a Far Realm godlet called Ilvaash, the Dissonant Psyche. Singing a siren song made up of profane and alien whispers, Ilvaash invited the three mind flayers to join the godlet’s psyche—much like mind flayers normally join a hive mind—and leave behind any reliance on Illithinoch’s diseased elder brain. Ilvaash also promised the three mind flayers vast power, but only if they would carry Ilvaash’s worship into their world. The mind flayer fanatics agreed, embracing their new Far Realm godlet and in turn adopting new personalities that set them apart from their ilk.

The fanatics’ plan hinges on the transformation ritual, as it promises to provide the beginnings of a new mind flayer empire on the surface—one that will spread Ilvaash’s influence and crush any creatures who would resist.

The Fanatics

The three fanatics are Chishinix, Hashutu, and Voalsh (see chapter 8 for their stat blocks). Each considers themself the group’s leader and Ilvaash’s secret favorite. Although most mind flayers reject the notion of having individual personalities, the fanatics have embraced their own unique qualities, each hoping to become Ilvaash’s most beloved.

Chishinix. Chishinix is a powerful psychic and sees flashes of future events. In return for this power, Ilvaash created a severed head that looks just like Chishinix’s. The mind flayer’s psychic powers are tied to this severed head, which Chishinix must keep by her side. The severed head, in turn, reads Chishinix’s thoughts, ensuring she stays loyal to Ilvaash, and demands frequent treats. The severed head constantly leaks a greasy purple ichor that stains Chishinix’s clothing.

Hashutu. Hashutu was paranoid that enemies waited around every corner and prayed to Ilvaash for more power. The Far Realm godlet answered, offering to trade Hashutu’s hands for tentacles that could warn him of incoming attacks. Hashutu gladly took the gift, and now his arms end in writhing tentacles that alert Hashutu of any movement or other threat that might lurk nearby.

Voalsh. In a desperate bid to reclaim their autonomy, the other mind flayers of Illithinoch ambushed Voalsh. Right before the moment of her death, Ilvaash granted her wings, which unfurled from her back like enormous, writhing tentacles. Voalsh vanquished her foes from above in short order. Ever since, she regularly takes to the air to investigate her paranoid suspicions that her enemies might attack at any time. Voalsh has fashioned a magical, floating disk that she often uses to hover above the eye level of anyone else, unfurling her wings to emphasize her intimidating and otherworldly nature.

Pursuing the Fanatics

The fanatics aren’t present when the characters arrive. They recently retreated through a gateway into the Far Realm, taking the Netherese obelisk pieces and Phandalin prisoners with them. The gateway closed behind them, but the characters can open the gateway again by exploring three Far Realm rifts around Illithinoch. (The rifts are in areas X4, 
area
X5, and 
area
X10, and they are further described in the “Far Realm Rifts” section later in this chapter.) The characters catch up to the fanatics in chapter 8.

Illithinoch Features

The features described below are common throughout Illithinoch.

Ceilings

Ceilings throughout Illithinoch are 14 feet high.

Doors

Illithinoch’s heavy stone doors lack handles or latches. When a creature looks directly at a door for more than a few seconds, it swings open and assails the creature opening it with a jarring mental pulse that sounds to the creature like the clashing of cymbals. This pulse deals no damage, but all creatures other than mind flayers find it unpleasant. No one else within Illithinoch can hear this mental pulse except for the infected elder brain in area X15, which uses it to keep track of movement through the stronghold. An open door swings shut after 1 minute unless something is in the doorway, in which case it swings shut once the doorway is clear.

Incapacitated Characters

The infected elder brain at Illithinoch’s center (area X15) remains aware of the characters moving throughout the stronghold due to its Creature Sense ability. If a character has the incapacitated condition in Illithinoch, the infected elder brain establishes a Psychic Link with the character and determines the character’s intentions.

The psychic link remains until the creature shakes it off, as described in the infected elder brain’s stat block, or until the linked creature leaves Illithinoch (including by passing through the Far Realm rifts).

Smooth Shapes

Mind flayers prefer the aesthetics of sweeping lines to sharp angles, and they’ve had generations to mold Illithinoch to their preferences. Most corners are rounded, even those between floors and walls and between walls and ceilings. This makes the stronghold feel unsettlingly organic to most creatures.

Sigils of Ilvaash

The fanatics have carved symbols sacred to Ilvaash on the walls and doors throughout Illithinoch. These are most often knots of tentacles, blood-soaked brains, and jagged lines reminiscent of jaws. These symbols all move slightly when viewed for more than a moment: tentacles writhe, brains pulse, and jaws gnash. This movement ceases if the infected elder brain is destroyed.

Illumination

Illithinoch was originally lightless, but pinpricks of eerie green light from the Far Realm now suffuse the stronghold, casting it in dim light.

Qualith

Rooms in Illithinoch the mind flayer fanatics claimed as their own (areas X3, 
area
X7, 
area
X8, and 
area
X14) are inscribed with messages in Qualith, a form of tactile writing. Mind flayers use their tentacles to read Qualith, which is composed in four-line stanzas indecipherable to other creatures. A creature that touches a Qualith inscription, however, can receive fragmentary insight into the multilayered thoughts contained in it.

A non-illithid who wants to understand a Qualith inscription in Illithinoch can make a DC 18 Intelligence check to interpret the inscription. A failed attempt results in a crushing headache and requires the creature to succeed on a DC 13 Wisdom saving throw. The creature takes 17 (5d6) psychic damage on a failed save, or half as much damage on a successful one. A comprehend languages spell provides understanding of the inscription roughly equivalent to what a mind flayer would get from it.

Illithinoch Locations

The following locations are keyed to map 7.2.

MIKE SCHLEY
MAP 7.2: ILLITHINOCH
VIEW PLAYER VERSION
X1: Gates

The long tunnel ends at an immense double door. An eerie green light emanates from the seam.

The door is normally sealed with a complicated locking mechanism, but the fanatics have left it unlocked to let their minions bring the Netherese obelisk fragments to them. It opens as described in the “Illithinoch Features” section.

Once the characters open this door and trigger its jarring mental pulse, the infected elder brain in area X15 takes notice of their arrival.

WADE ACUFF
THE GATES OF ILLITHINOCH ARE SLIMY AND FOREBODING
X2: Reception Hall

An enormous statue at the east end of this long room depicts a massive mind flayer with its arms outstretched, holding a brain in each hand. The statue is made of one large piece of greenish stone, although the brains are covered with green mucus that drips from the statue’s hands into a puddle on the floor. Flowing designs decorate the walls. Lounging against the south wall are two mind flayers, their face tentacles periodically gesticulating.

Two mind flayers named Shalghast and Ulthundul guard this room while engaging in telepathic conversation, but they aren’t expecting an attack. The fanatics have told the mind flayers to expect surface cultists, such as the aberrant zealots who reside elsewhere in Illithinoch, or minions delivering obelisk fragments. Both mind flayers are imperious and demanding. Shalghast does the communicating, while Ulthundul casts detect thoughts to try to uncover any trickery.

Shalghast asks the characters whether they’ve come “to worship Ilvaash, who bleeds from the Far Realm,” or whether they are bringing more “obelisk pieces for the masters.” The mind flayers don’t know how many pieces of the obelisk exist.

The mind flayers direct characters who express interest in worship to the adjacent feeding room (area X11). The mind flayers don’t prolong the discussion, and they treat questions with suspicion.

The mind flayers fight if they detect trickery, if the characters start poking around where they shouldn’t, or if it’s otherwise clear the characters aren’t here for an expected reason. Worried about the punishments the fanatics will inflict upon them for letting invaders into Illithinoch, the two mind flayers fight to the death.

Dripping Statue. The infected elder brain’s proximity magically creates the mucus that drips from the statue. The mucus is bland but nutritious, and oddly mentally fortifying; if the mind flayers here are on good terms with the characters, they might invite the characters to partake in the brain drippings. Any character who ingests the liquid gains resistance to psychic damage for 10 minutes. The brain drippings lose their potency after 1 hour.

X3: Hashutu’s Room

The door to this room bears a series of small, raised dots. This is a message in Qualith, the mind flayers’ tactile language that most creatures must resort to magic to decipher. It reads, “Chambers of Hashutu, most refined and chosen, who is blessed with writhing gifts for hands.”

This chamber contains a large tub crusted with blue stains, a desk and shelves holding an assortment of bottles, and an enormous walk-in closet containing dozens of long, elegant robes.

Hashutu is the most self-indulgent of the mind flayer fanatics. He keeps dozens of bottles of perfumes, elegant robes of exquisite make, and a tub for baths in scented unguents. The blue stains in the sleeping tub still smell faintly of wildflowers. Most items here have been untouched for many days, however, as Hashutu’s work is even more important to him than his self-pampering.

Treasure. The shelf contains five especially rare bottles of perfume worth 500 gp each and a subtle mind crystal (see appendix B).

X4: Laboratory

Shelves and benches contain a mess of jars, powders, beakers, and other laboratory equipment. A five-foot-wide rift of green-and-silver energy roils on the south wall, showing a large cavern beyond. Two lab tables stand before the rift.

A tall goblin stands in the middle of this room, shouting in Goblin at three shorter companions.

A goblin psi commander bullies three goblin psi brawlers (see appendix A for both) in this room. The fanatics removed anything important to them from this laboratory and allow psionic goblins to rest here, mostly to have expendable minions present in case the grells beyond the rift get too curious.

The goblins erroneously believe the mind flayers have left something of value here, so they’ve been ransacking this room since they arrived. The goblins tried to block the rift with two lab tables, not realizing that grells from the Feeder Trenches (see the “Rift in Reality” section below) could simply float over the obstruction.

The small chamber to the north is a supply closet. It contains some spoiled reagents on high shelves. It also holds a scattering of empty bottles that once held spoiled reagents, but which the goblins drank in a recent game of drink-or-dare.

Rift in Reality. The rift leads into the Far Realm to a location called the Feeder Trenches. The Feeder Trenches are described in the “Far Realm Rifts” section at the end of this chapter.

X5: Cosmologium
SARAH DAHLINGER
TWO MENACING SLAADI GUARD ILLITHINOCH’S ORRERY

A massive iron orrery fills the center of this room, its numerous arms spinning slowly as they hold up suns, planets, and comets. The chamber’s west wall churns with a green-and-silver rift about five feet across showing a corridor intersection beyond. Desiccated creatures, including mutated tadpoles, lie on the floor near the rift, where two hideous, frog-like bipeds—one red and one blue—stand.

A red slaad and a blue slaad have been on guard here for nearly a week. The slaadi came through the rift from a Far Realm site they call Spawn Hollow. The denizens of Illithinoch don’t have much interest in this room and thus leave the slaadi alone. The slaadi mistake this indifference for cowardice and have come to think that no one dares to contest their claim. They try to bully any intruders into leaving this room and attack if not met with immediate compliance.

The mind flayers of long ago didn’t limit their conquests to the Underdark. They also planned subsequent invasions of other worlds. This orrery shows an unfamiliar solar system the mind flayers of Illithinoch planned to conquer. The stronghold fell into obscurity and infighting before the illithids could prepare their invasion, but the massive orrery still functions. The slaadi haven’t figured out how to break it, but they’ve carved gouges into the iron spheres with their claws.

Dead Tadpoles. Far Realm energy sustains the slaadi tadpoles in Spawn Hollow without the usual need for Humanoid hosts. The first few tadpoles the slaadi brought into this room quickly shriveled and died. A character who examines the corpses and succeeds on a DC 10 Intelligence (Investigation) check realizes the tadpoles will eventually become slaadi.

Rift in Reality. The rift leads to a Far Realm location called Spawn Hollow. Spawn Hollow is described in the “Far Realm Rifts” section at the end of this chapter.

X6: Psychic Library

Rounded shelves in this room display dozens of crystals in a variety of colors.

This room is a repository of knowledge that the mind flayers consider worthy of preserving. Most crystals are hundreds of years old, dating from the time of the mind flayers’ domination of the Underdark.

When grasped, a crystal replays a short psychic scene in its reflective interior. A crystal takes 10 seconds to impart its psychic images. Once a crystal imparts its psychic scene, it must recharge on a shelf for 24 hours before it can do so again.

A character who examines the crystals and succeeds on a DC 13 Intelligence (Investigation) check notes that three crystals are much newer than the others and one isn’t a repository crystal at all (see “Treasure” below).

If the characters grab a random crystal, roll 1d20 on the Crystal Images table to determine the image contained within it. The three newer crystals are results 1, 2, and 3; if a character examines the newer crystals, use only those results. There are 40 crystals in this room, though many of the older crystals impart the same scenes.

Crystal Images
d20	Image
1	A mind flayer holding a disembodied head chants over a large pool filled with a pink, quivering gelatinous mass (the brain pool in area X15). Two other mind flayers are nearby, but their features are unclear. A strange, jagged portal appears behind the trio and then disappears. The mind flayer is visibly frustrated by this result, telepathically intoning, “We will try again. In Ilvaash’s name, we will keep trying.”
2	A mind flayer with tentacles at the ends of its arms lashes a hand-tentacle across the face of a shriveled mind flayer with a single, staring eye, drawing blood. Several strange pods line the walls (area X12). A mental message rings out, “You will obey, or the Far Realm shall consume what mind you have left, weakling.”
3	A beholder floats in a room with stained surgical slabs (area X10), addressing a mind flayer on a rust-colored floating disk. The mind flayer raises its hands and the beholder shudders, its eye stalks writhing. The beholder telepathically squeals, “I will serve! I will serve!” (This scene shows the creation of Golcuus the oculorb, which lairs in area L7.)
4	A mind flayer wearing a scarlet robe with a high collar directs a battle in a long, descending hall lined with dwarven statues (area T2 of Talhundereth in chapter 6). Mind flayers fight fiercely against dwarves.
5	Three mind flayers sort through a bin of gems near a stone table. One selects the gem that contains this memory. (This scene takes place in area P3 in the Crypt of the Talhund in chapter 6.)
6–19	Choose a random area in Gibbet Crossing and describe a short scene where 1d4 mind flayers capture and consume one of the area’s former denizens (drow, duergar, or deep gnomes).
20	This crystal isn’t a repository of memories, but a heightened mind crystal; see “Treasure” below. Reroll this result if the characters have already found this crystal.

Treasure. The characters might find the heightened mind crystal (see appendix B) among the crystals stored here by chance, or they might note that its magic aura is different by casting a spell such as detect magic.

X7: Voalsh’s Lounge

The door to this room from the hall bears small dots that read, in Qualith, “Relax with Voalsh, she of sacred flight, and know only the truth.”

This room contains four padded chairs and a low stone shelf holding four crystal pitchers, a large bowl, and several glasses. A pale mind flayer sits in one of the chairs wearing a black, tattered robe.

The sitting creature is Oshundo the alhoon (see the accompanying stat block). It isn’t likely to notice intruders in Illithinoch until they enter its room. Oshundo is concentrating on several old Underdark maps and psychically projecting their images into a large orange crystal in its possession. This crystal stores memories like those in the psychic library (area X6). In this case, Oshundo is filling the crystal with images rather than viewing it.

MICHELE GIORGI
OSHUNDO THE ALHOON

Oshundo is the fanatics’ most powerful and knowledgeable ally in Illithinoch, although Oshundo’s information is predominantly about the old mind flayer empire. The fanatics made good use of Oshundo’s ancient knowledge about Talhundereth and Gibbet Crossing, and they hope the alhoon’s knowledge about other subterranean locales will prove useful.

The pitchers contain stale water, and the bowl holds a few wrinkled fruits.

Talking with Oshundo. Oshundo is surprised to see anyone other than an Illithinoch denizen here. Oshundo defends itself if attacked, but the alhoon prefers to engage in conversation long enough to determine why the characters are here (and, hopefully, to ascertain which character is the smartest and therefore likely to have the tastiest brain).

Oshundo is an insufferably arrogant conversationalist, but it freely shares the following:

Begrudging Guest. Oshundo is a guest of Voalsh, one of the mind flayer fanatics. The alhoon can describe each fanatic (as mentioned in “Mind Flayer Fanatics” section earlier), but Oshundo doesn’t regard them very highly.

Fanatics’ Problem. The fanatics retreated to the Far Realm to commune with their newfound god and perform their ritual. Oshundo knows they had some trouble erecting their gate to the Far Realm and doesn’t know how they solved that problem—likely by buttressing their gate using smaller rifts to the Far Realm.

Jaded Elder. Oshundo lived in Illithinoch at the height of the mind flayer empire many centuries ago, but Oshundo was driven out for practicing arcane magic. It’s obvious that this rejection still stings Oshundo, who refers to Illithinoch’s long-dead leaders as “ignorant fools” who are “closed to the flexibility and power of arcane magic.”

Obelisk Enthusiast. Oshundo worked with the fanatics to identify where the Netherese obelisk fragments were likely to be found. If the characters managed to keep obelisk fragments from the fanatics, Oshundo is amused and tries to cast detect thoughts to find out where the fragments are.

Unexpected Discovery. Oshundo returned to Illithinoch a few months ago to collect some mind crystals. Oshundo was surprised to find Illithinoch’s elder brain to be a sickly, paranoid shell of its former self.

Uninterested Party. Oshundo claims to care little about the transformation ritual because psychic magic bores him, and Oshundo cares even less about the divine entity the fanatics discovered, because gods don’t concern Oshundo.

Oshundo is no friend of the fanatics. The alhoon compares them to the insufferably self-absorbed Illithinoch leaders of old. If the characters are forthright with Oshundo and if they agree to give the alhoon any mind crystals they’ve found, Oshundo becomes a grudging ally. The alhoon doesn’t leave this room in any case, as it wants to finish transcribing his maps into the orange crystal.

Treasure. Each of the four crystal pitchers is worth 25 gp, but they are fragile. Oshundo’s orange crystal is not just a storage crystal with numerous Underdark maps, but an empowered mind crystal (see appendix B). Oshundo’s maps are historical antiques collectively worth 4,000 gp to a historian or collector.

If the characters are on good terms with Oshundo, the alhoon might give them the maps once it’s done with them, although Oshundo keeps its crystal.

At the DM’s discretion, the maps might contain hints to further quests or treasure hunts for the characters to pursue after this adventure.

OSHUNDO THE ALHOON

Medium Undead (Mind Flayer, Wizard), Neutral Evil

Armor Class 15 (natural armor)

Hit Points 150 (20d8 + 60)

Speed 30 ft., fly 15 ft. (hover)

STR

11 (+0)

DEX

12 (+1)

CON

16 (+3)

INT

19 (+4)

WIS

17 (+3)

CHA

17 (+3)

Saving Throws Con +7, Int +8, Wis +7, Cha +7

Skills Arcana +8, History +8, Insight +7, Perception +7, Stealth +5

Damage Resistances cold, lightning, necrotic

Damage Immunities poison

Condition Immunities charmed, exhaustion, frightened, paralyzed, poisoned

Senses truesight 120 ft., passive Perception 17

Languages Common, Deep Speech, Undercommon, telepathy 120 ft.

Challenge 10 (5,900 XP) Proficiency Bonus +4

Magic Resistance. Oshundo has advantage on saving throws against spells and other magical effects.

Actions

Multiattack. Oshundo makes two Chilling Grasp or Arcane Bolt attacks.

Chilling Grasp. Melee Spell Attack: +8 to hit, reach 5 ft., one target. Hit: 14 (4d6) cold damage, and Oshundo regains 14 hit points if the target is a creature.

Arcane Bolt. Ranged Spell Attack: +8 to hit, range 120 ft., one target. Hit: 28 (8d6) force damage.

Spellcasting. Oshundo casts one of the following spells, requiring no material components and using Intelligence as the spellcasting ability (spell save DC 16):

At will: dancing lights, detect magic, detect thoughts, disguise self, mage hand, prestidigitation

1/day each: dominate monster, globe of invulnerability, invisibility, modify memory, plane shift (self only), wall of force

Thundering Blast (Recharge 5–6). Oshundo emits a wave of domineering energy in a 60-foot cone. Each creature in that area must succeed on a DC 16 Intelligence saving throw or take 22 (4d8 + 4) thunder damage and have the stunned condition for 1 minute. A stunned creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Reactions

Negate Spell (3/Day). Oshundo targets one creature it can perceive within 60 feet of itself that is casting a spell. If the spell is 3rd level or lower, the spell fails, but any spell slots or charges aren’t wasted.

X8: Voalsh’s Quarters

The door to this room from the hall bears small dots that read, in Qualith, “Chambers of Voalsh, whose fearsome wings shall fly her to the Dissonant Psyche’s side.”

A writing desk stands opposite an empty stone tub. Two padded chairs are stacked in one corner.

Voalsh fancies herself as the greatest diplomat among the fanatics, but her domineering nature makes her little more than a bully. The tables are covered with half-finished missives in Undercommon. These missives are all addressed to leaders of other Underdark communities: kuo-toa religious leaders, drow matriarchs, duergar leaders, and others. They are from a writer named Voalsh. Each letter is written in a familiar tone, as though to a friend, but they’re filled with demands for tribute, oblique insults, and threats about domination from an incipient mind flayer empire. The friendship in the letters is obviously false.

The stone tub is a sleeping pod with slime in it that helped connect the mind flayers to the elder brain. The connection hasn’t done anything in decades except impart the infected elder brain’s obsession and madness into those who rest here. The infected elder brain can automatically establish a Psychic Link (see its stat block later in this chapter) with a creature that lies in the goo, even if the creature doesn’t have the incapacitated condition.

The chairs are stacked to the side because Voalsh never uses chairs, instead preferring to hover vigilantly on guard against her foes.

Treasure. The desk holds an amber inkwell worth 280 gp.

X9: Prisoner Pens

Floor-to-ceiling metal bars divide this room into two large cells. A door of twisted iron bars provides access to each cell.

There aren’t any prisoners here when the characters arrive. The cell doors are each secured with a heavy latch. A metal plate with several small holes covers the latch from the inside. Most creatures can’t reach past the metal plate or through the holes to unlatch the door from the inside, but mind flayers can unlatch the doors from the inside by reaching through the holes with their tentacles. Illithinoch’s original builders didn’t want mind flayers locked in their own cells.

Prisoner Evidence. The mind flayer fanatics kept the kidnapped townspeople here but recently took them into the Far Realm. The pens contain only scraps of cloth and recent scratches. Some scratches are in Common, imparting messages such as, “three monsters lead them all;” “keep hope for Phandalin,” and “Tera, I always loved you.” It’s clear that the human prisoners here were moved a few days ago at most.

X10: Experimentation Chamber
BRIAN VALENZUELA
THE DENIZENS OF ILLITHINOCH PARTICIPATE IN TERRIFYING EXPERIMENTS

Stone slabs topped with skull clamps line the walls of this gruesome suite. Each slab bears old stains of blood and ichor. A green-and-silver rift roils on one wall, showing narrow stone corridors beyond. A mind flayer dissects a creature on one of the slabs, aided by two assistants. Each assistant is a hunched, green creature with a single, enormous eye.

The mind flayer is named Ahooshathan, and it works here with two nothics who were once mind flayers. Each nothic has a fringe of tentacles beneath its single eye, telepathy to 120 feet, and the following action instead of Rotting Gaze:

Mind Blast (Recharge 5–6). The nothic magically emits psychic energy in a 30-foot cone. Each creature in that area must succeed on a DC 12 Intelligence saving throw or take 10 (2d8 + 1) psychic damage and have the stunned condition until the end of its next turn.

The denizens of this room are dissecting another transformed nothic that Voalsh killed, more for something to do than any investigative purpose. All three are quick to attack intruders, but Ahooshathan has a strong survival instinct. If both nothics are slain, or if Ahooshathan is badly injured and plainly outmatched, the mind flayer surrenders. Ahooshathan offers what information it has in exchange for its life. Ahooshathan can relate the following points:

Far Realm Rifts. The rift here is one of three leading to different Far Realm locations. The fanatics put a magic rune in each rift to bolster a larger gateway to the Far Realm in their private ritual chambers. (See the “Far Realm Rifts” section later in this chapter.)

Hated Lieutenant. The fanatics previously relied on a mind flayer named Qunbraxel to orchestrate an important mission closer to the surface. Ahooshathan hates Qunbraxel (and Qunbraxel’s position of favor with the fanatics). Ahooshathan is morbidly gleeful if told that Qunbraxel is dead.

Known Ritual. Ahooshathan knows the mind flayer fanatics and their plan for the ritual, although it doesn’t know much more than the characters might have learned by now.

Prisoners’ Location. The prison cells to the south recently contained almost a dozen surface dwellers. The fanatics took them into the Far Realm for some greater plan Ahooshathan doesn’t know. Ahooshathan wasn’t allowed to torture any surface dwellers, much to its disappointment.

Specific Denizen. Ahooshathan knows that a creature named Golcuus lives in a maze of chambers beyond this rift. Only the fanatics are allowed to enter the maze.

Threat Neutralized. Golcuus came out only once, and the fanatics did something horrid to the creature. Ahooshathan doesn’t know any specifics, but when Golcuus was returned to the labyrinth, it was no longer a threat to Illithinoch.

Rift in Reality. The rift leads to a Far Realm location called the Labyrinth of Eyes. Once the domain of an imperious beholder named Golcuus, the mind flayer fanatics lured Golcuus into a trap and mutated the creature into a miserable, subservient minion drawn from Golcuus’s nightmares. The Labyrinth of Eyes is described in the “Far Realm Rifts” section at the end of this chapter.

X11: Feeding Pool

A pool against the room’s north wall is ringed by a low wall bearing repeated motifs of brains and twisting spinal columns interlocked with one another. Rusty manacles dangle from the ceiling near the pool, near which stand two Humanoid figures. Both figures wear black robes, and one has tentacles writhing from its neck. The figures are engrossed in discussion.

In this former feeding chamber, an aberrant zealot (see appendix A) named Duoro Engletor is instructing a human cult fanatic named Larnon Veddin. Both are neutral evil Far Realm scholars who were driven from Neverwinter when their nascent Far Realm cult was exposed. Whispers from Ilvaash led the pair here. Duoro wholly embraced Ilvaash’s malignant faith, resulting in his physical transformation. He can’t speak above a hoarse whisper, and black eyes continually sprout and close across his face. Larnon has been slower to accept the “gifts” of the Far Realm and give up his humanity, so Duoro is lecturing him about Ilvaash.

This pair fights anyone they believe to be intruders. Duoro fights to the death, but Larnon attempts to flee if Duoro is slain.

Ersatz Believers. Duoro is easy to fool, as he’s eager to believe that the characters are mind flayer minions, or converts to the veneration of Ilvaash or the Far Realm itself. Tricking Duoro requires a successful DC 12 Charisma (Deception) check.

If Duoro believes the characters are allies, he shares the following:

Ilvaash Details. Duoro relays that Ilvaash was formed from cerebral matter the mind flayer god Ilsensine left behind upon leaving the Far Realm. In Duoro’s telling, Ilsensine is something between a fool and a coward. Ilvaash is the rightful god of the Far Realm and all those who spring from it, including mind flayers and those warped by the realm.

Unappreciated Scholar. Duoro considers himself the equal of the mind flayer fanatics who rule Illithinoch.

If the Characters Withdraw. If the characters encounter this pair and retreat before defeating them, Duoro converts Larnon to Ilvaash’s worship after 1d4 hours. Larnon succumbs to the Far Realm and becomes an aberrant zealot, just like Duoro. They both hunt down the characters and punish them for their intrusion.

Pool. The pool is empty except for a thin scrim of mold, as the infected elder brain hasn’t seen fit to share its fluid with anyone other than the mind flayer cultists for many years.

X12: Sleeping Pods

The walls here are lined with stone pods, each filled with a phosphorescent goo and just large enough for a human to recline in. Six hideous, monocular creatures with spines on their backs lounge in pods.

Six nothics who were once mind flayers lair here. Each has a fringe of tentacles beneath their single eye, telepathy to 120 feet, and the following action instead of Rotting Gaze:

The slime in these sleeping pods helped connect the mind flayers to the elder brain, but the connection hasn’t done anything in decades except impart the infected elder brain’s obsession and madness into those who rest here. The infected elder brain can automatically establish a Psychic Link (see the infected elder brain’s stat block in this chapter) with a creature that lies in the goo, even if the creature doesn’t have the incapacitated condition.

Treasure. One pod hasn’t been used in a long time and its goo has a thin crust. Just visible beneath this crust is a distant mind crystal (see appendix B). Recovering the crystal from the goo is a simple but unpleasant affair.

X13: Lecture Hall

Several benches surround a speaker’s podium. Stairs ascend to a high balcony to the west.

When Illithinoch was part of the old mind flayer empire, its mind flayer denizens shared knowledge and plans with their minions in this lecture hall (they only rarely shared knowledge with each other here, relying instead on the elder brain to share necessary knowledge among mind flayers). Its only use recently has been as a place where the fanatics can bully the stronghold’s degenerate denizens.

X14: Chishinix’s Room

The door to this room bears small dots that read, in Qualith, “Chambers of Chishinix, blessed with foresight, who was gifted a head that knows the Dissonant Psyche’s will.”

A thick wall divides this room in two. One half contains an oversized padded chair, and the other contains a desk and armoire.

Chishinix isn’t here, but a mind flayer prophet (see appendix A) named Gulguush is waiting here along with its homunculus.

Gulguush has been Chishinix’s ardent follower for many years. Gulguush believes itself to be the fanatic’s successor and, just as Chishinix carries around a severed head, Gulguush keeps its homunculus nearby. Unless the mind flayer is aware that intruders are active in Illithinoch, Gulguush is sitting at the desk, composing a book of prayers to Ilvaash. The homunculus perches on the back of Gulguush’s chair watching for trouble. If it believes an attack is likely, Gulguush instead hides behind Chishinix’s chair to ambush intruders. In either case, Gulguush quickly attacks to gain further favor with the fanatics.

Gulguush’s Book. Gulguush’s unfinished prayer book, called Prostrate before the Dissonant Psyche, is written in Undercommon and compiles everything the mind flayer knows about the Far Realm godlet. Even though the fanatics haven’t included Gulguush in their communion with Ilvaash, the canny Gulguush has pieced together several facts about the deity’s realm. In particular, the prayer book notes the following:

Divine Heir. Ilvaash was formed from the remains of the mind flayer god Ilsensine, the God-Brain. When Ilsensine left the Far Realm to establish a divine domain elsewhere, pieces of the God-Brain sloughed away and awoke to sentience. This is Ilvaash, the Dissonant Psyche, which Gulguush considers to be true heir to the Far Realm and Ilsensine’s divinity.

Godlet’s Lair. Ilvaash takes physical form in a Far Realm place called the Endless Void. The Endless Void lies beneath a deep pool of brine and cerebral fluid at the heart of a location called the Briny Maze. Directions are fickle in the Far Realm, but the Endless Void is located “beyond a lightless star.”

Protective Maze. The Briny Maze is designed to trap those who come to steal Ilvaash’s knowledge or slay his minions. Many powerful interlopers have been defeated in the Briny Maze and absorbed into its fleshy walls.

Ultimate Ruler. Dangerous things drift within the Endless Void. Ilvaash did not create them, but the Dissonant Psyche is master of them all.

Treasure. A robe in the armoire has two identical-looking potions in an inner pocket. One is a potion of growth and the other is a potion of poison.

X15: Elder Brain Pool
BRIAN VALENZUELA
THE FAR REALM HAS TAINTED THE ELDER BRAIN THAT FUELS ILLITHINOCH’S MIND FLAYERS

Strange, flowing sigils are inscribed around the edge of an enormous stone pool half-filled with brine. In the pool’s center, an enormous, slime-covered brain is covered in pulsing pustules. The brain oozes over the pool’s lip, which is coated with grime and mold.

Illithinoch’s infected elder brain (see the accompanying stat block) squats in the fluid remaining in this pool, occasionally running its tendrils across the mold-crusted rim and dwelling on its obsessions with Ilvaash and the Far Realm.

The mind flayer fanatics have skillfully manipulated the elder brain, instilling paranoia and obsession while withholding genuine power. These obsessions keep the elder brain from bringing its full telepathic might to bear, orchestrating defenses within the stronghold, or responding to anyone other than the fanatics.

For all its weakness, the elder brain still perpetually tracks creatures in Illithinoch with its Creature Sense ability. It likely knows that the characters are coming and which denizens they’ve dispatched before arriving. Once the characters come to its private chamber, the infected elder brain fights to the death.

The elder brain formerly floated in a pool brimming with vital fluids, but the briny fluid is at a dangerously low level. The elder brain is unable to remain entirely covered, and its perpetual desiccation contributes to its agitation.

The fanatics carved sacred sigils to Ilvaash around the pool. The carved symbols slowly twist and move around the rim. The infected elder brain can’t help but idly caress the carvings, though this only stokes its fixation.

Treasure. Three magical crystals have sunk to the pool’s bottom. One is a quickened mind crystal and the other two are extended mind crystals (see appendix B for both).

INFECTED ELDER BRAIN

Large Aberration (Mind Flayer), Lawful Evil

Armor Class 10

Hit Points 189 (18d10 + 90)

Speed 5 ft., swim 10 ft.

STR

15 (+2)

DEX

10 (+0)

CON

20 (+5)

INT

21 (+5)

WIS

19 (+4)

CHA

20 (+5)

Saving Throws Int +9, Wis +8, Cha +9

Skills Arcana +9, Insight +12

Senses blindsight 120 ft., passive Perception 14

Languages understands Common, Deep Speech, and Undercommon but can’t speak, telepathy 1 mile

Challenge 11 (7,200 XP) Proficiency Bonus +4

Creature Sense. The elder brain is aware of creatures within 1 mile of itself that have an Intelligence score of 4 or higher. It knows the distance and direction to each creature, as well as each one’s Intelligence score, but can’t sense anything else about it. A creature protected by a mind blank spell, a nondetection spell, or similar magic can’t be perceived in this manner.

Magic Resistance. The elder brain has advantage on saving throws against spells and other magical effects.

Telepathic Hub. The elder brain can use its telepathy to initiate and maintain telepathic conversations with up to ten creatures at a time. The elder brain can let those creatures telepathically hear each other while connected in this way.

Actions

Multiattack. The elder brain makes two Tentacle attacks.

Tentacle. Melee Weapon Attack: +6 to hit, reach 30 ft., one target. Hit: 15 (3d8 + 2) bludgeoning damage. If the target is a Huge or smaller creature, it has the grappled condition (escape DC 14) and takes 9 (1d8 + 5) psychic damage at the start of each of its turns until the grapple ends. The elder brain can have up to four targets grappled at a time.

Mind Blast (Recharge 5–6). Creatures of the elder brain’s choice within 60 feet of itself must succeed on a DC 17 Intelligence saving throw or take 32 (5d10 + 5) psychic damage and have the stunned condition for 1 minute. A stunned creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Spellcasting (Psionics). The elder brain casts one of the following spells, requiring no spell components and using Intelligence as the spellcasting ability (spell save DC 17):

At will: detect thoughts, levitate

Bonus Actions

Psychic Link. The elder brain targets one creature with the incapacitated condition that the elder brain senses with its Creature Sense trait and establishes a psychic link with the target. Until the link ends, the elder brain can perceive everything the target senses. The target becomes aware that something is linked to its mind once it no longer has the incapacitated condition, and the elder brain can terminate the link at any time (no action required). The target can use an action on its turn to attempt to break the link, doing so with a successful DC 17 Charisma check. If the target breaks the link this way, the target takes 10 (3d6) psychic damage. The link also ends if the target and the elder brain are more than 1 mile apart. The elder brain can form psychic links with up to ten creatures at a time.

RICHARD LUONG
X16: Ritual Chamber

A shallow alcove on this room’s north wall contains only bare stone. Faintly glowing runes surround the alcove, each of them sputtering and slowly fading. A table of jars and bowls stands against the west wall. The east wall is flat but covered in a dizzying array of lines, shapes, and formulas.

As the mind flayer fanatics ramped up their plans, they spent nearly all their time in this ritual room or in the adjacent room containing the infected elder brain. When they finally realized how to turn the alcove here into a gateway to the Far Realm, they didn’t hesitate to use it.

The fanatics took nearly everything of use or value with them. The jars and bowls on the table hold some alchemical reagents and crumbled crystals, none of which have any value. Several metal disks bear a carving of a blood-soaked brain, a symbol sacred to Ilvaash. The back of one of these disks has the words, “We come to you, Ilvaash!” written in Undercommon.

Closed Gateway. The fading runes show that the alcove is more than a mere indentation in the wall. A character examining the runes who succeeds on a DC 12 Intelligence (Arcana or Investigation) check realizes that the alcove was very recently an active magical gateway to the Far Realm. A character examining the runes who succeeds on a DC 13 Intelligence (Religion) check realizes that the runes spell out prayers to Ilvaash that will open the gateway into Ilvaash’s realm.

Planning Wall. This flat section of the east wall is where the fanatics worked on their plans. It still holds their most recent plans to open the gateway to the Far Realm. When the characters examine the wall, read the following:

This flat section of wall contains several cramped sketches and eldritch formulas. Overlapping annotations render these notes inscrutable, but the drawing next to them is clearer. The sketch shows this room’s rune-ringed alcove connected to three larger runes. One rune is surrounded by tentacles, another by jagged lumps that look like warts, and another by a scribble that looks like a maze.

Above the sketches are scrawled the words, “Go we three beyond a lightless star.”

A character who succeeds on a DC 11 Intelligence (Arcana) check realizes that the alcove is a gateway bolstered by runes the fanatics placed within three nearby rifts. These runes send Far Realm energy to the gateway, giving it the power needed to open. However, the gateway is currently shut.

If the characters have been into any of the Far Ream rifts (see the next section), they easily determine that bringing gnawbles (see “Gnawbles” in the “Far Realm Rifts Features” section) from the three rifts to the gateway would reopen it.

Opening the Gateway. The gateway reopens when magical residue from all three rift runes is brought within 20 feet of it. This residue takes the form of strange, furry buds dangling from each rift’s rune. The fanatics didn’t predict this residue, so they don’t realize that others can follow them through the rift.

The characters must collect three gnawbles, one from each rift, and bring them here. A gnawble brought into this room becomes visibly excited and leans toward the alcove. The actions of the gnawbles indicate their connection with the alcove to the characters, even if the characters haven’t interpreted the planning wall.

Once the characters bring a gnawble from each rift within 20 feet of the closed gateway, read or paraphrase the following:

The chattering creatures strain toward the archway on the back wall. With a sound like tearing canvas, the archway splits into a rift larger than any others you’ve seen in Illithinoch. Beyond it lie grayish-pink tunnels similar to the folds of a titanic brain. The round creatures simultaneously croon in delight and explode into messy globs of flesh.

The gateway remains open for seven days. After that time, it closes again, and the characters must gather new gnawbles to reopen the gateway.

Missing Prisoners. As soon as the characters open the gateway in the ritual room, they are mentally assaulted with a psychic image of the fanatics dragging the remaining Phandalin prisoners through the portal and into the Far Realm. While they’re being dragged, the prisoners shout phrases such as the ones in area X9. The characters can easily deduce that the prisoners were taken through the gateway before it closed.

Far Realm Rifts

Large, stable gateways into the Far Realm are difficult to create and even more difficult to sustain. The mind flayer fanatics opened such a gateway in their ritual chamber (area X16), but they couldn’t sustain it. To keep their ritual chamber gateway stable, the fanatics opened rifts to three smaller Far Realm pockets, inscribing a bolstering rune within each rift to augment their ritual gate. Together, these runes strengthened the gateway, allowing the fanatics to pass through with their pieces of the Netherese obelisks, as well as their victims kidnapped from Phandalin.

The ritual room gateway closed only a few hours after the fanatics passed through it. The three Far Realm rifts remain open. In each rift, energy has concentrated around the rune in the form of buds of flesh, hair, and blunt teeth called gnawbles (see “Gnawbles” in the “Far Realm Rifts Features” section). The runes are too faded to be effective, but the gnawbles formed from the runes’ residue can replicate their bolstering effect and open the gateway.

The characters might explore the rifts and pluck the gnawbles out of curiosity, but they learn in the ritual chamber (area X16) that gathering gnawbles is necessary.

Far Realm Exposure

The Far Realm is toxic to most mortals. Characters who enter a Far Realm rift must succeed on a DC 12 Constitution saving throw or have the poisoned condition for 1 hour. A character makes this save the first time they enter each rift only; after that, regardless of whether their saving throw succeeds or fails, their bodies acclimate to that particular region of the Far Realm.

Far Realm Rifts Features

The following features are common in each of the three Far Realm rifts.

Strange Stone

The terrain of the Far Realm rifts appears to be moist stone. If damaged, the stone seeps a strange gray ichor, like viscous blood. Damage to the stone reverses over the course of an hour.

Illumination

A strange, green-and-silver illumination suffuses the Far Realm rifts. It emanates from no particular source and is sufficient to see clearly throughout the rifts.

Ceilings

Passages and chambers in the Far Realm rifts are 18 feet high.

Cardinal Directions

Like the rest of the Far Realm, these rifts have no cardinal directions. Compass roses appear on the map for your convenience, with the cardinal directions based on where the players enter each rift.

Odd Sensations

The Far Realm rifts impart strange psychic hallucinations on mortal minds. These impulses are slightly different in each rift:

Perpetual Hunger. Visitors to the Feeder Trenches are perpetually hungry, no matter how much they’ve recently eaten.

Shifting Skin. Visitors to Spawn Hollow feel their skin slowly shifting over their muscles.

Watchful Eyes. Visitors to the Labyrinth of Eyes constantly feel as though they’re being watched.

Gnawbles

The rifts connect to different parts of the Far Realm, but they all have one thing in common: somewhere in each rift, the fanatics’ magical bolstering rune has faded and budded into a palm-sized orb with a wide mouth filled with blunt teeth. The bud looks like a fuzzy fruit and animates as a creature called a gnawble if plucked. Gnawbles are barely sentient and often gnaw on anything they can get their mouths around, even though they can’t swallow anything.

A rune grows a new gnawble one day after its gnawble is plucked, creating an endless supply of them, although the characters need only one from each rift.

The characters aren’t likely to get into combat with a gnawble but, if necessary, it has the statistics of a weasel with a speed of 0 feet. It doesn’t need to breathe, drink, eat, or sleep.

Gnawbles are similar to pets that alternate between aggression and affection. A gnawble that’s picked chews or nuzzles the creature that holds it until it’s put down again.

Feeder Trenches Locations

Grells throughout the Far Realm come to the Feeder Trenches for the strange and delicious (to them) fluid prepared by a grell named Feedkeeper Naruv. Naruv’s newest offering is a sweet, purple sludge flowing through shallow troughs from which grells sup.

Cautious of risking the wrath of an unknown number of grells deprived of their gastronomic satisfaction, the mind flayer fanatics traded some of their most degenerate mind flayers to Naruv in exchange for a well-guarded place to scribe their bolstering rune.

The characters can access the Feeder Trenches from area X4 in Illithinoch. The following locations are keyed to map 7.3.

MIKE SCHLEY
MAP 7.3: FEEDER TRENCHES
VIEW PLAYER VERSION
F1: Sludge Grooves

Two grooves run down the center of this cavern before disappearing into separate tunnels. Pale purple sludge flows slowly through the grooves from two passages opposite the rift. A bitter smell like scorched sugar fills the room.

The sludge is flavorless, nonnutritive runoff from the troughs in the adjacent rooms. It smells terrible but isn’t harmful to eat. It drains through tiny vents in the floor, dribbling into other parts of the Far Realm.

F2: Common Eatery

Three long troughs filled with burbling purple sludge fill from a pool at the bottom of a steep passage. A delicious, sweet smell emanates from the viscous fluid. Three enormous, beaked creatures with dangling tentacles feed from the troughs. A dark circle in the ceiling is wrinkled like scarred skin.

When the characters arrive, three grells are feeding from the troughs. Grells without special invitation from Feedkeeper Naruv can eat here but aren’t allowed in area F3 or 
area
F4. The grells consider non-grells to be special morsels and immediately attack them.

The sludge here is bitter but nutritious, but any character who consumes more than a mouthful must succeed on a DC 12 Constitution saving throw or have the poisoned condition for 10 minutes.

The circle in the ceiling is a 3-foot wide aperture that grells use to traverse other parts of the Far Realm. The aperture irises open when touched by a living grell’s tentacle. The Far Realm lands on the other side are beyond the scope of this adventure.

F3: Private Eatery

A waterfall of viscous purple sludge dribbles from an opening high above the floor. The sweet-smelling sludge fills a basin that feeds into a trough that runs the length of this room. Two enormous creatures with dangling tentacles slurp the sludge from the trough.

When the characters arrive, two grells are feeding from the trough. One grell is the host of the Feeder Trenches, Feedkeeper Naruv. Naruv speaks Common, Deep Speech, and Grell. The grells are enraged at the interruption of their private meal, but none more so than Naruv.

The passageway to area F4 is 12 feet above the floor and only 5 feet high. Grells can navigate the high passage easily, but it might pose a challenge for the characters.

The sludge here is bitter but nutritious, but any character who consumes more than a mouthful must succeed on a DC 12 Constitution saving throw or have the poisoned condition for 10 minutes.

Treasure. A small chest tucked in the bottom of the basin contains special payments Naruv has received over the years. Most of these are odd, worthless items like brain-shaped rocks or bottles of rancid perfumes, but the chest also contains a silver tiara worth 1,200 gp and a quickened mind crystal (see appendix B).

F4: Food Source

Three shallow pools in this room contain burbling fluid. The corpse of a spiky creature floats face-down in each pool. Channels draining away from the pools are filled with a sweet-smelling, purple sludge. A ball the size and shape of a coconut hangs from a faint rune drawn in an alcove.

Naruv’s recent feast derives from three nothics floating in the pools. Naruv’s strange preservative methods slowly drain the nothics to add taste to the flowing sludge.

The purple fluid is tasteless and harmless. It’s merely a base substance which Naruv flavors with creatures dumped into the vats. The purple sludge flowing from the vats is her latest culinary offering.

Two nothics are dead, but the third nothic is still alive. This nothic, a petty and spiteful creature named Bashudu, is in no condition to fight. Bashudu speaks Deep Speech as well as Undercommon and has telepathy to 120 feet. Bashudu communicates only if its head is lifted from the pool or if the creature is rolled over. Bashudu can explain how the three mind flayer fanatics who took over the stronghold traded it and the other nothics to Naruv to scribe their bolstering rune here. Bashudu is irate at the betrayal but has lost too much of its vital essence to Naruv’s ritual. Bashudu dies a few minutes after meeting the characters.

If the characters disturb any of the nothics or touch the sludge, the grells in the Feeder Trenches immediately notice the change in taste. Any grells remaining in area F3 come here to investigate. The grells in area F2 wait a few minutes for Naruv to explain the flavor change. When she doesn’t, they cautiously explore the feeder troughs clockwise (to area F1, then 
area
F3, then 
area
F4), looking for danger.

Bolstering Rune. The rune in the alcove is too faded for characters to determine its original shape. The fuzzy orb hanging from the rune is palm sized and bears a mouth with sharp teeth. If plucked, it animates as a gnawble as described in the “Gnawbles” section earlier in this chapter.

Spawn Hollow Locations

Many slaadi reproduce by implanting Humanoid hosts with eggs that transform into slaad tadpoles. In the weird dimension of the Far Realm, however, biology takes strange turns. Slaad explorers recently discovered a place where tadpoles can grow on their own, albeit slowly. The quasi-organic chambers of this region emerge from a whirlpool and disappear into a nearby vortex. This motion is inexorable but takes several weeks; it was a while before the slaadi even noticed it. Although the walls, floor, and ceilings look like tough skin, they are as dense as stone and rot quickly if sliced off.

The slaadi call this mysterious area Spawn Hollow and guard it fiercely. They know about the rift and worry that the mind flayers of Illithinoch might try to expel them. They don’t realize that the mind flayer fanatics placed their bolstering rune before the slaadi arrived and don’t care about returning.

The characters can access Spawn Hollow from area X5 in Illithinoch. The following locations are keyed to map 7.4.

MIKE SCHLEY
MAP 7.4: SPAWN HOLLOW
VIEW PLAYER VERSION
S1: Entry Cavern

The walls, floor, and ceiling of this chamber are soft but rough, like warty skin. Two passages lead from the right, one to your right and the other on the far side of the chamber. Echoes of squelching and splashing issue from the passage on your right.

Because of the motion of the fleshy surfaces, everything in this room is slowly pulling away from area S2 and toward area S3. This movement is so gradual that the characters don’t notice it without spending at least 1 hour here, or by succeeding on a DC 15 Intelligence (Investigation) or Wisdom (Perception) check.

Both passages are protected. The slaad overseer, Chalaag, cast a glyph of warding spell (save DC 12) of the explosive runes variety in each passage. The explosive runes deal thunder damage. If the glyph activates, Chalaag casts invisibility on itself and investigates.

S2: Crystal Pit

The floor of this funnel-shaped chamber is covered with warts. A whirlpool at the room’s lowest point swirls around a crusted ridge of warty flesh. A bipedal, gray-scaled, reptilian creature looms over the pool.

Twelve slaad tadpoles cavort in the pit, climbing in and out of the whirlpool. A single red slaad carefully watches over them, giving them a whack when they nip at each other. The slaadi are eager to attack intruders to get some fresh meat.

The whirlpool is about 5 feet across and 5 feet deep, with very salty water. The whirlpool is the origin of the warty flesh that moves throughout Spawn Hollow and ultimately disappears into the flesh vortex in area S3.

S3: Flesh Vortex Chamber

Chalk lines connect the warts along the walls of this room. The chalk and warts become denser toward a vortex near the ceiling in an alcove.

This chamber is where Chalaag, the gray slaad explorer who discovered Spawn Hollow, studies the migrating flesh by tracking its warts. Chalaag is a gangly slaad that speaks Common and Deep Speech in addition to Slaad, and can cast glyph of warding once per day in addition to its other spells.

Unless the characters triggered the glyphs of warding in area S1, Chalaag is engrossed in its work and has disadvantage on its initiative check. Once it’s aware of intruders, however, the slaad is quick to attack. It does its best to kill all but one character so it can experiment with implanting both slaad tadpoles and warty flesh into the survivor to replicate this region’s strange effect. Chalaag explains its plan in grisly detail while it fights.

Into the Vortex. The vortex is about 4 feet across and appears to consist of warty flesh slowly falling into its center. Any object or creature entering the vortex is lost within the Far Realm for 2d6 hours before reappearing in the whirlpool in area S2. A creature or object subjected to this fate doesn’t experience the passage of time until it reappears.

S4: Rune Alcove

This alcove is completely free of warts. A palm-sized fuzzy sphere grows from a faint rune marked on the fleshy wall.

The flesh in this alcove is the only part of Spawn Hollow that doesn’t move, as it’s caught in an eddy in the flesh flow.

Bolstering Rune. The rune in the alcove is too faded for the characters to determine its original shape. The fuzzy orb hanging from the rune is palm sized and bears a mouth with sharp teeth. If plucked, it animates as a gnawble as described in the “Gnawbles” section earlier in this chapter.

Labyrinth of Eyes Locations

The Labyrinth of Eyes has been the lair of the beholder Golcuus for decades. Recently, the fanatics warped the once-proud Golcuus into a miserable creature called an oculorb. With Golcuus less dangerous, the fanatics secured access to the maze’s farthest chamber and inscribed their bolstering rune.

The characters can access the Labyrinth of Eyes from area X10 in Illithinoch. The following locations are keyed to map 7.5.

MIKE SCHLEY
MAP 7.5: LABYRINTH OF EYES
VIEW PLAYER VERSION
L1: Gazing Chamber

The moist stone walls of this room are covered with hundreds of staring eyes that twitch and blink. Two corridors lead from this room in opposite directions.

When anyone moves toward one of the passages leading from this room, the eyes all shift to stare at that creature accusingly for a moment. This effect is unnerving but harmless. An eye closes and disappears if it takes any damage.

L2: Views of Madness

Ten stone rods protrude from the back wall of this dead-end room. One ends at a cup the size of an eyeball, while the others all have jagged ends. The stone floor beneath the rods is stained a sickly pink color.

Golcuus built this magical observation system to glimpse other regions of the Far Realm. The beholder would gaze into ten eyepieces to see random regions of the Far Realm. Several years ago, Golcuus inadvertently peered into the Briny Pool, the grotesque fluid that birthed Ilvaash from Ilsensine’s discarded cerebral fluid. The momentary glimpse lodged a subtle psychic sliver in Golcuus’s mind. Aware of the danger moments too late, Golcuus withdrew its gaze, smashed nearly all the viewing rods (every rod except the one to the Briny Pool), and fled this room.

Yet the damage was done. Golcuus became increasingly reclusive and obsessive. The mind flayer fanatics sensed this psychic weakness when they sought to negotiate with Golcuus about using its labyrinth. Instead of diplomacy, they simply blasted the beholder’s sanity and transformed it into a miserable, obsessive shell of its former self.

The Eyepiece. A detect magic spell or similar magic reveals an aura of divination magic on the unbroken eyepiece. A character who looks into the eyepiece sees the entirety of the miles-deep Briny Pool (see chapter 8). The mind-shatteringly expansive view of the pool that birthed Ilvaash is dangerous. The viewer is targeted by a feeblemind spell (save DC 18). Regardless of the result of this saving throw, the viewer realizes that a tiny, dark hole at the pool’s bottom is a powerful gate to a deeper place in the Far Realm. The character can also more easily navigate the Briny Pool, as described in chapter 8, although a creature affected with the feeblemind spell must have the spell removed first.

A dispel magic spell (DC 18) cast on the eyepiece causes the eyepiece to become inactive for 24 hours. Breaking off the eyepiece requires only a firm blow, which destroys its magic for good.

L3: The Rolling Eye

The center portion of this labyrinth is an enormous stone orb perforated with circular tunnels.

The orb rotates in the “socket” of the dungeon when pushed or pulled from outside the orb (the orb can’t be moved by anyone inside it). The orb is very heavy, but it moves smoothly and silently due to slime in the socket. The orb has five large, circular holes on its surface. Each hole is 8 feet across and surrounded by a reddish-purple ring, like an iris around a pupil. The holes lead to tunnels inside the orb.

Traversing the Rolling Eye. Reaching areas L6 and 
area
L7 without leaving someone behind to spin the orb takes some planning. The first step is to reach area L4; from there, the characters must spin the orb to connect area L4 to area L5. Once in area L5, the characters must then return the orb to its initial position to connect area L5 to the chambers north of the orb. Map 7.6 shows the alternate configuration of the Labyrinth of Eyes once the characters rotate it to connect areas L4 and L5.

The characters can exit by reversing the procedure.

MIKE SCHLEY
MAP 7.6: LABYRINTH OF EYES (ALTERNATE CONFIGURATION)
VIEW PLAYER VERSION
L4: Dead Thief

This dead end contains a withered corpse dressed in leather armor so dried out that it’s cracked and peeling in strips.

This corpse was a daring githyanki thief who was killed by Golcuus’s death ray. The corpse has been here for years.

Trapped Corpse. Necrotic energy has built up within the corpse to dangerous levels. A successful DC 15 Wisdom (Perception) check reveals that the corpse’s limbs aren’t as withered as its head and torso. A character who succeeds on a DC 13 Intelligence (Investigation) check recognizes the dangerous buildup of necrotic energy that can be released by carefully manipulating the strips of leather armor covering the corpse’s chest. Doing so requires a successful DC 15 Dexterity (Sleight of Hand) or Intelligence (Religion) check; on a failed check, the trap triggers. If the corpse is touched, each creature within 15 feet of the corpse must make a DC 15 Constitution saving throw, taking 22 (5d8) necrotic damage on a failed save, or half as much damage on a successful one. A successful dispel magic (DC 15) cast on the corpse also causes the energy to dissipate, rendering the corpse safe to touch.

Treasure. The thief’s belt contains four exquisite ornamental crystal daggers, each worth 600 gp.

L5: Broken Glass

This dead end contains a large heap of broken glass that sparkles in a variety of colors.

Golcuus kept an art gallery of glass creations here, but Golcuus smashed them in a rage after its transformation into an oculorb.

L6: Rune Chamber

The ceiling of this dead-end passage slopes downward. At its end, the ceiling is only four feet high. An odd, furry ball the size and shape of a coconut dangles from a faint rune on the ceiling.

The fanatics put their rune here, in an out-of-the-way passage that Golcuus can’t easily reach.

Bolstering Rune. The rune in the alcove is too faded for the characters to determine its original shape. The fuzzy orb hanging from the rune is palm sized and bears a mouth with teeth. If plucked, it animates as a gnawble as described in the “Gnawbles” section earlier in this chapter.

If the characters haven’t yet dealt with Golcuus in area L7, he floats from his lair to intercept them when they pluck the gnawble.

L7: Golcuus’s Lair

This large chamber is divided by thin stone walls. Smashed tables and tools fill three shallow alcoves.

Golcuus, a beholder transformed into an oculorb (see appendix A), is here, wallowing in the misery of its transformation. The monster is not immediately visible when the characters enter due to the area’s dividing walls.

Golcuus lost its towering ego, and the loss drives it to spontaneous acts of violence. Golcuus attacks any creature it sees other than mind flayers, and it fights to the death. To mind flayers, Golcuus is obsequious and begs to be restored to its former state.

Treasure. Some of Golcuus’s art and tools remain. Characters who search the debris in the alcoves discover a set of jeweler’s tools, three rubies carved to look like eyeballs worth 300 gp each, and a statuette of a beholder with emeralds at the ends of the eyestalks and a huge diamond for a central eye. The statuette is worth 5,500 gp.

What’s Next?

This chapter concludes with the characters opening the gateway to the Far Realm. They can now pursue the fanatics “beyond a lightless star,” into the bizarre heart of a godlet’s realm. There, they’ll face off with the fanatics and finally have an opportunity to stop the ritual and rescue the townsfolk from Phandalin.

The characters might want to return to Phandalin or press on through the gate in area X16. In either case, their adventures continue in chapter 8.

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