exists, but I’m looking for something in a bit of a different style. The amazing thing about the Blades line is that it conflates setting and a certain genre with a set of mechanics specifically well-suited to the kind of story the game in question tries to tell. It’s an approach I much prefer to making modules for a ‘universal’ system. The latter always feels kinda clunky to me. So here I am, designing mechanics for my politics-in-a-city-with-a-huge-dungeon-under-it Blades hack, and I think to myself I should throw some of these ideas up on the blog. I don’t want to make a whole post that’s just about a specific system, though, so we’re combining the whole thing with a take on my favourite classic RPG monster.

My hack, currently bearing the working title Blades Under Pallid Stars , treats heritage in a different way than normal Blades. The standard setting doesn’t have ‘races’ in a D&D sense. There’s different heritages, sure, but they’re not different kinds of creatures. My game does, so your heritage will need to be a bit more mechanically involved in your character. I’ve decided to base races off the way the GLOG handles them, and I’m going to test the mechanic by writing a Mindflayer heritage. Most of this article will be me talking about how I tend to run mindflayers in my D&D games. You’ll get a GLOG and Blades race for them near the end.





Under the pallid stars of a city street lies a network of deadly tunnels.

What does a medieval farmer know about Mindflayers?

The best answer to that question is probably “not much,” in this case. But if the general populace of my setting knew something about mind flayers, what would that be? What image would they form of the creatures if they were mentioned at Miller Tom’s birthday party? I ask myself this question to get to the theme of a creature - to understand its central aspects. What is a mind flayer at its core? The answer, in this case, starts with some foul theft from Skerples and his Coins and Scrolls blog. He introduces his article on the Illithid with the following quote:

“This is a super-intelligent, man-shaped creature with four tentacles by its mouth which it uses to strike its prey. If a tentacle hits it will then penetrate to the brain, draw it forth, and the monster will devour it. It will take one to four turns for the tentacle to reach the brain, at which time the victim is dead. A Mind Flayer will flee if an encounter is going against it. Their major weapon, however, is the Mind Blast, a wave PSI force with a 6” directional range and a radius of 5’.”

-The Strategic Review #1, Spring 1975.

That’s the first mention of the mind flayer. Ever. Hyperintelligent tentacle man? Check. Devours brains? Check. Psionic blast? Check. That’s all there is at this point. I enjoy Skerples’ approach of going back to the source and building one’s own canon on the barest skeleton found there. We find three core aspects, but no walking brain-servants or Queen-Mother-Brains. No spaceships, no tadpole-reproduction, no hiding from the hunters that were once their slaves. I enjoy some of those aspects, so I may choose to reinsert them, but I will not be bound by them as I build my own view on the mindflayer.

Abyssal Ancestry

Imagine a sea without light. An inky abyss - cold, lonely. Sounds echo from things moving in the distance. By the time the noise reaches you it’s all been distorted into an indistinct rumble. Perhaps this is a cyst in the earth, slowly drowned by ages of trickling water. Perhaps it is sea buried by tectonic shifts. Perhaps it is a deep trench in the ocean, farther from the surface than any sunlight has ever dared to dive. It doesn’t matter much to the inhabitants of this place - the end result is the same: there is never enough food. Living things tend to depend on other life for sustenance, a chain that always starts with sunlight. If all you know is darkness, the game becomes a lot harder. Creatures here eat tiny particles of dead plants, carcasses and excrement trickling down from the sunlit surface to survive. There’s not a lot of energy to go around, so everyone spends most of their time hovering silently in the dark, ignoring everyone else. Whatever little communication takes place is weaponized. Fish with lightbulbs on their head say “ Hello world, I’m right here!” and then devour anyone that comes to take a look.

In this abyss lives a species of cephalopod - small octopus-like creatures that has learned how to speak - magically, directly into the fish-brains of its neighbours. This, too, is a weapon. It starts small at first. It convinces a shrimp to come over, and crushes the life out of it. It learns. The next time it notices a shrimp, it entices the dumb creature with promises of food. Lots of food. “ Go and get your family! ” it says. “I’ll be waiting.” It eats them too - all five generations.

Fast forward a few centuries. Because the octopus can make other creatures work for it, there’s plenty of time and resources to do other things. Evolve. Become better, smarter. There’s a lot of them now. They look a bit more like humans, but adapted to ‘swim’ all day in a slow, hovering fashion. Lots of tentacles, but also arms of a sort, and hands. They live together in a hive. Chambers and tunnels in the rock. Places for eggs, places for food, farms to keep their psionically enslaved fish. They failed to keep up, so this is what became of them. The shrimp are also there, now as cattle. The cephalopods have a full-on society. They make art, do science, produce tools. They are exquisitely intelligent. If a human scholar was to visit their colony he would be staggered by the things they invent. But they don’t know humans exist. Not yet.

Most of the food is carried off to a large chamber nested deep within the rock. It passes several checkpoints where well-trained warriors keep a close watch on anything that comes by. Even without the guards this fortress would be near-impregnable. Purposefully confusing corridors require an exceptional mind to navigate. The doors are reinforced like a dragon-bank’s vault. Psionic traps lie dormant within the stone. The food reaches the deepest chamber. The cephalopods carrying it are on their best behaviour. They prepare for an audience with Her .

The Allmother

In the royal chamber, we encounter the first males of our species. Hardly anybody ever sees them. They are clumsy things, but they’re tough thanks to their bony exoskeletons. Chitin covers most of their bodies. They have no hands, but they possess pincers - a cross between a pelican beak and a reinforced bunker. This is how they carry recently fertilized eggs. Behind rows of jerkily duelling males floats the Allmother. She is about fifteen times as large as the others of her species, a whale with tentacles instead of fins. Several males slowly crawl over her tail. Others disappear into tunnels carrying eggs - they will guard them with their lives until they hatch. The Allmother is the queen of this hive. She births whole generations and functions as their governing body. Her word is law. She is always sending and receiving psionic signals from the workers. She sees what they see, and guides their actions. The cephalopods see her and the princesses as the only real persons in the hive. The rest are just extensions of their will. This is not true. Every cephalopod has its own personality and inner life, but few find themselves in the position to develop into a fully-realised person.

When a princess grows too big, she will take a portion of the hive as her followers. The Allmother wants her gone. It’s the natural order of things. The princess starts a new hive somewhere else. This expansionist lifestyle has caused the species to spread far beyond the abyss they came from. They inhabit veins in the earth and caves near the surface. Some say they even conquered other stars. They encounter different prey. Sighted beings. Humans. More intelligent than their former thralls. They adapt. Some colonies don’t even breathe underwater anymore. Many humanoids they encounter rely on sight, so the cephalopods learn to shapeshift. They become like their cattle. The strategy remains the same: make the thralls work for you while thinking they’re doing what’s best for them . Entire cities make offerings of food and craftsmanship to their ‘deep gods.’ “That you may continue to grant us prosperity, ” they mutter devoutly. Slaves inside the hives think they’re getting a good deal. Food and shelter in exchange for labour. Perhaps this is technically true. Perhaps their masters are working them to death. They are, after all, incredibly delicious.

Others call the cephalopods mindflayer . They bear this name because they will eat your brains. ‘Eat’ might not be the best word here, actually. They don’t rely on brains for sustenance. They have other, better sources of nutrition. When a mindflayer consumes another creature’s grey matter, it sucks the material in through tubes in its mouth-tentacles. The walls of those tubes are lined with sensory organs that analyze the composition of the brain, and that information is psionically shared with the entire hive via the Allmother. A mindflayer that know how your brain fits together gains an intuitive understanding of its particular workings and idiosyncrasies. It knows how you think. It knows what makes you tick. This is why brains are delicious to them. It’s evolutionary pressure. The brain is like a drug. It relieves pain of all kinds and fills their lives with dopamine-fuelled purpose. With each brain that a hive consumes of your species, it becomes better at manipulating you.

Alright, You Encounter a Psychic Octopus-Lady

Your lantern reveals a pale shape at the edge of its glow. It’s like a person with too many arms, tentacles for legs, and more tendrils where its mouth should be. Even outside of the water, it hovers slightly. Its psionic powers keep it aloft. She turns to greet you. Politely. “ Hello madam.” She assumes you’re female. 1d6 others emerge from the darkness. They always travel in sevens, unless members of their unit have been killed. The ones you don’t see are nearby. Watching. The one who spoke will ask questions. Her speech sounds slightly muffled - the words begin in a resonance-chamber inside her head and travel all the way through her tentacles before finding open air. It doesn’t sound at all strange to your psionically influenced brain. In fact, you probably think she has the most pleasant voice you’ve heard today. She descends to the ground and changes shape. She looks like a member of your species now. If she hasn’t seen your kind before, she might look exactly like you. Someone may ask her to stop - it is a bit uncanny when they shapeshift. She will oblige, ever remaining polite.

The mindflayers will ask questions. They appreciate your culture and want to know more about it. Why are you here? Where are you going? Can we help? The pendant you wear, is it a sign of your god? Who made your sword? It’s beautiful. Am I pronouncing that word correctly? How should I greet you if I want to be respectful? They will be delighted to share information if you want it. They’re very friendly. They also want to eat your brain, but they wouldn’t want to cause a fuss. The Allmother demands that they maintain excellent diplomatic relations, so they will only kill you if they have complete deniability. If you have nothing more valuable to offer them, they will try to engineer a situation where that is the case. If you ask where the hive is, they will tell you the truth and offer to escort you. If you refuse the escort, they will stealthily follow you from a distance. Don’t ever go to the hive. Your body might come back out, but you won’t be inside it anymore.

Bringing It Back To the Game

Let’s return to the reason we’re talking about these creatures in the first place: I’m going to make a Blades race for them. I’m basing the way races work in Blades under Pallid Stars on The GLOG, so let’s start out there. What would a mindflayer look like in that system? GLOG races consist of three parts. Firstly, they have one defining ability score that they can reroll upon character creation and take the higher result. Mindflayers are, above all, hyperintelligent. They can reroll Intelligence. Next, the creature needs both a benefit and a drawback. The latter is quite easy; all mindflayers are addicted to humanoid brains. It makes functioning in any sort of society difficult.

Drawback: Thoughts for Food. You want brains. All these uneaten brains walking around drive you to distraction. After going 48 hours without eating a brain, expand your critical fail / miss range by one (to 19). Expand the range again for every 24 hours thereafter until you eat a brain, at which point your range is restored to normal.

The perk is a little bit more complicated. I have multiple ideas for what it could be, but races only give you one feature. We’ll have to choose. Do I want to focus on their mind-affecting abilities? On the fact that they can learn things about a creature by eating its brain? On their shapeshifting? For a player race, I think I’d stick with the Mind Blast if you’d put a gun to my head. I think it’s their most iconic ability. The rest is made up to me, and therefore probably less universally appealing than traditional abilities.

Perk: Overwhelm Mind . You can cause any amount of creatures in earshot of loud conversation to be momentarily wracked by a splitting headache. An Intelligence save negates.

There, that covers the mindflayer’s most iconic power. I’m not entirely satisfied, though. My mindflayers are shapeshifters. Part of their horrific appeal is the fact that they can infiltrate society so well. Your local grocer could be manipulating you to serve an alien intelligence. Same goes for your girlfriend. If I were playing this race, I’d want to play out that ability. I’m thinking something like…

Perk: Social Stealth. You may change your body-shape to look like a person you’ve seen before. You cannot become much larger than you are, but you can shrink to approximately the size of a football.

If the player or the GM likes this feature more than Overwhelm Mind, some in-fiction reason can probably be found to switch them out. Perhaps a mindflayer’s psionics are enhanced by the presence of the Allmother. Stray to far from the hive, and they lose much of their mental powers. If the player ever finds themselves in trouble with the Allmother nearby, feel free to give them access to Overwhelm Mind in addition to Social Stealth. They’re on their home turf - let them have the high ground! Another option would be to allow the player to take an expanded Mindflayer template instead of a class template when they level up. I do feel like they need to get a second ability for that sacrifice, though. Well here is another. Do with it as you please. Nobody objects to more content to steal, right?

Perk: Consuming Study. When consuming a brain, you may analyze its composition to learn what its owner knew in life. Ask two questions. The GM will answer them honestly to the best of the brain’s knowledge.

Another reason to eat brains. You will be a menace. Great way to factor violence into an investigation or intrigue-focussed campaign. If the GM is okay with this approach, a player can start with Overwhelm Mind as their initial perk. They can then forgo a level of, say, Thief to get Consuming Study and Social Stealth.

Races For Blades

Well, we have a lot of ideas. Let’s see how we adapt this to Blades. I think the chassis can remain mostly the same: one primary ability, one perk, and one drawback. We’ll have to change a few things about how that plays out in practice. Ability scores don’t work the same way in Blades as they do in The GLOG. There’s no randomly generated numbers to reroll. The normal mechanical effect of heritage shows up when you’re assigning your action dots (or ‘ action dice’ ), which decide how many dice you get to roll for any skill roll. You are asked to assign one die to an action appropriate for your heritage. I’ll say that any race has three actions they can learn faster than most other creatures. These are their favored actions . Normally, you can only add up to 2 dice to any action during character creation, but favored actions are going to break that rule. The mindlflayer’s favored actions feature will look like this:

Favored Actions. When you assign your heritage die to Command , Hunt , or Study , the action you chose can have up to three dice assigned to it at character creation.

Now, let’s take another look at those perks and drawbacks we made for the GLOG mindflayer. Can we adapt them to work in Blades? I think we can. I did find the limitation of just one feature a bit too narrow, though. I’d like to have a bit more room to differentiate the races mechanically. We’ll say each race has access to three perks. These are all special abilities, just like the ones from the game’s class playbooks. The player chooses one of the three at character creation. When they gain a new special abilities, they can choose from the racial perks as well as from the list of playbook abilities. Mindflayers can choose from the following perks:

Perk: Consuming Study. When consuming a brain, you may analyze its composition to learn what its owner knew in life. Ask two questions. The GM will answer them honestly to the best of the brain’s knowledge.

This one remains exactly the same. I think it might work even better in games like Blades than it does in the GLOG, because the former is very much focussed on intrigue and information.

Perk: Overwhelm Mind . You can push yourself to cause any amount of creatures in earshot of loud conversation to be momentarily wracked by a splitting headache. Alternatively, you can whisper an idea into someone’s ear. If you’ve eaten a brain of their species before, they must believe the idea until someone convinces them otherwise. You can only use Overwhelm Mind once per day.

We’ve removed the saves - those don’t exist in Blades. Instead, someone can choose to Resist most bad things that happen to them. They take stress , and lessen or negate the effect. We’ve also added some additional uses to the ability, so that it fits the intrigue-focussed gameplay of Blades.

Feature: Cephalopod Ancestry. You may change your body-shape to look like a person you’ve seen before. You cannot become much larger than you are, but you can shrink to the size of a football. The ramifications of changing your shape thusly are to be determined in play. Good options are improving your position / effect when trying to pass yourself off as someone else, especially when you are also dressed appropriately.

This one remains the same. I added a small note on the mechanical effects in play.





“Moon Cthulhu” by Stephen Guenther. https://fhtagnnn.com/post/169445729688/the-cthulhu-by-stephan-guenther





A little story

The princess of Thehk fell in love with a common farmhand. Their love was secret - a thing made of brief meetings in the woods and pining letters left unmarked. She knew she would never love another than her prince (for that was what she called him), so she decided to introduce him to her family. Away with propriety - they had only one life. When the farmhand made it to the castle, he did so under a shroud. A red gash marred his throat. He had gone cold already. A back-alley cutpurse had done what God nor king could - he had shattered two lovers’ dreams.

The princess wept over his corpse, for a while, but she was never the kind to let things rest. The day after the funeral, she was nowhere to be found. She journeyed into the veins of the earth, pursuing vague myths of a river that flowed through that loathsome underworld. Its waters, she was told, could cure any ailment. Even death.

A mindflayer found the princess before she found any rivers. The creature introduced herself politely. Well versed in the lore of Thehk, she recognised the princess, and made an elegant bow. The princess, glad to see a friendly souls after four gruelling weeks, asked if she knew of the river she sought. The mindflayer hesitated for a moment - putting the greatest thespians to shame with the realism of her feigned gesture - and nodded. “Yes. I know of what you speak. Come, let me show you.”

The princess returned to Thehk with food, clean clothes, and a small crystal bottle containing murky water. She exhumed her lover and poured the healing drought into his dessicated mouth. He coughed, then blinked. Wounds were sealed and rot reversed. The farmhand lived once more. They married that very night. Over time, the court began to whisper of the princess and her scandalous marriage to a commoner. Her reputation began to fail her. By the time she was queen, the kingdom was nigh impossible to control. Advisors had divvied up all power in contempt of this frivolous girl who lay with the smallfolk. The court became more dangerous than the darkest alley. Backstabbing abound. Within months, nobody remained who had a central view on law or protocol. All in power were out for only their own, and thus trivial to manipulate. That was when the mindflayers descended. Silently. Unnoticed. They corrupted the powerful and turned the city into a giant factory, milking it for resources. Thehk starved to death, and no one was ever any the wiser why.

This is how the mindflayers approach manipulating you. They are a bit like the Cthaeh* in that way.

What is going on?

If you run into mindflayers on the road, something is going on. They don’t simply wander away from the hive for no reason. What’s up with them?

1. Someone is hunting them. Or they are migrating. They seek new societies to control. They want to be behind the scenes of the nearest city and use it to provide a stable source of food for the hive. These are doing recon.

2. The Allmother is dead. They want to steal a princess from another hive. Perhaps you can be convinced to help.

3. A philosopher is trying to change their way of life. These mindflayers have lost their belief in the traditional hive-hierarchy.

4. You are a sleeper agent. A synthetic brain-automaton in a dead man’s skull. They have just activated you.

5. They want you. They want the females as workers and the males as trophies.

6. Their scientists have done a great discovery. They are looking for something they need to complete it.







