Spoiler
Show
HD:d6
{table]Level|Bab|Fort|Ref|Will|Feature
1|+0|+0|+0|+2|Illithid, Telepathy, Mind Over Body, +1 Int
2|+1|+0|+0|+3|Mental Prowess, +1 Int
3|+1|+1|+1|+3|Resistance, +1 Int
4|+2|+1|+1|+4|Lesser Mind Blast, +1 Cha
5|+2|+1|+1|+4|Improved Grab, Extraction, +1 Int
6|+3|+2|+2|+5|Telepath, +1 Int
7|+3|+2|+2|+5|Greater Mind Blast, +1 Cha
8|+4|+2|+2|+6|Mind and Body, +1 Int
9|+4|+3|+3|+6|Ulitharid, +1 Str, +1 Int
10|+5|+3|+3|+7|Grasping Tentacles, +1 Str, +1 Cha
11|+5|+3|+3|+7|Improved Extraction, +1 Str, +1 Int
12|+6/+1|+4|+4|+8|Mental Pinnacle, +1 Str, +1 Int, +1 Cha
[/table]
Skills:2+Int
Class Skills: Bluff, Concentration, Diplomacy, Intimidate, Knowledge (any), Listen, Psicraft, and Spot.
Proficiencies:a mind flayer is proficient with simple weapons and its own natural weapons.
Features:
Illithid: At 1st level, the Mindflayer loses all other racial bonus and gets aberration traits (including darkvision 60'). He's a medium sized aberration creature with base speed 30' and 4 tentacles as primary natural attacks around its mouth which deal 1d4+1/2 Str damage each.
If the Illithid coup de graces a monster and kills it with its tentacles, it can eat its brains.
The Illithid gets a natural armor bonus equal to his Charisma modifier.
Telepathy:An Illithid gains telepathy with a range of 10' per HD. He may demoralize or feint as a swift action against any foe he is in mental contact with; those immune to mind affecting cannot be affected by this, and any others may make a will save (DC 10+1/2 HD+Cha mod) to block out the Illithid for 24 hours. Those who fail their save may not attempt another for 24 hours.
Mind Over Body: The Illithid's central nervous system encroaches all over his body, each muscle fiber directly wired to the brain. It may use his intelligence modifier for all attack rolls, as opposed to any other ability score.
Ability Score Increases: The Mindflayer gains a bonus to Intelligence at every level but 4, 7, and 10, a bonus to Charisma at levels 4, 7, 10 & 12, and a bonus to Strength at levels 9 through 12, for a total of +9 Intelligence, +4 Charisma and +4 Strength at level 12.
Mental Prowess: The Illithid manifests as a psion of a discipline of its choice and of a level equal to its class levels-1.
Resistance: The Illithid gains SR equal to 11+HD.
Lesser Mind Blast: As a standard action, the Illithid can discharge a bolt of devastating psionics at any within 60'; the target is stunned for 1d4 rounds (which increases to 2d4 at 8 HD and by another 1d4 every 4 HD thereafter) unless they succeed on a will save DC (10+1/2 HD+Cha modifier). The Illithid can expend a number of power points equal to its HD to increase the DC by 1, or 2x its HD to increase the DC by 2.
Improved Grab:To use this ability, an Illithid must hit a creature no more than one size category larger than it with a tentacle attack. In doing so, it may make initiate a grapple as a free action that does not provoke attacks of opportunities. If the grab is successful, on its next action the Illithid may attempt to attach its remaining tentacles with a single grapple check. The target can escape all the tentacles with a single grapple check, but the Illithid gets a +2 bonus to oppose this check for each of its tentacles beyond the first that is attached to the target.
Extraction: When grappling an opponent with his tentacles, on each round of the grapple, the Illithid does 1 point of damage to any mental ability score of the opponent, Illithid's choice. For each point of mental ability score damage it does, the Illithid regains 1 HP or 1 PP.
In addition, the Illithid deals extra acid damage equal to its Charisma modifier while grappling for each attached tentacle.
Telepath: If the Illithid chose telepathy for his psionic discipline, he henceforth gains a +1 bonus to DCs of his powers from the telepathy discipline. This bonus increases to +2 at 13 HD, and +3 at 19 HD.
If the Illithid did not choose the telepathy discipline, he instead adds psionic charm to his powers known as a 2nd level power. Once able to manifest 5th level powers, he adds dominate to his powers known as a 5th level power. Once able to manifest 7th level powers, he adds mind probe to his powers knows as a 7th level power. The power points on each power is adjusted accordingly.
Greater Mind Blast: Beginning at 7th level, the Illithid's mind blast is now a cone with the same range and the power point cost for DC improvements is reduced by half. In addition, he may expend PP equal to 2x his HD to increase the DC by +3.
Mind And Body: Starting at 8th level, in the same round while the Illithid attacks with a tentacle, it may reduce the casting time of a standard or move action power to a swift action.
Ulitharid:At 9th level, the Illithid's full potential is realized, and he grows to a mighty Ulitharid.
First, he grows to large size (tall), gaining +1 natural armor (on top of his previous natural armor). Tentacle damage increases to 1d6+str mod.
Second, he gains 2 additional, longer tentacles. These have a 15 foot reach, and deal 1d8+1.5x str modifier, as well as the acid damage from Extraction.
Third, all illithids treat him as one step friendlier than they normally would. This only applies to normal or templated Illithids, but not Illithidae, Mother Brains, Urophions, other Ulitharids, etc.
Grasping Tentacles: The Ulitharid gains the improved trip feat for the purposes of his longer tentacles. Any opponent he trips is dragged into a square immediately adjacent to himself, should he so choose. If he successfully trips the opponent, he immediately establishes a hold.
Improved Extraction: When grappling an opponent with his tentacles, the Ulitharid instead deals 1 damage to each mental ability score, thus gaining 3 HP, 3 PP, or any combination thereof. Additionally, he may now use either his Intelligence or Charisma modifier for the extra acid damage.
Finally, at 14 HD the damage to each ability score is increased by 1, as well as the bonuses gained from dealing ability score damage. It increases by a further 1 at 17 HD and every 3 HD thereafter.
Mental Pinnacle: All powers with a standard action casting time are reduced to a swift action. Note that the Ulitharid now may not use a standard action to manifest a power. This ability supersedes Mind and Body.
Using the quicken power metapsionic feat or using a power with a swift or immediate action allows him to exceed his normal allotments of swift actions per round by one, and only one.