Jessi: I do not own the Forgotten Realms - the setting and races do not belong to me. Indivdual characters are mine. Thank you for taking the time to click on the link and please enjoy the story. Feel free to leave comments and reviews, constructive criticism would be most helpful. Of course, if you just want to stroke my ego then that's alright too. :p

Prologue - Beginnings

Few monsters inspire as much horror or terror as the illithids. They are rightly feared by everyone and everything. Few can match them in undiluted evil, cruelty or cunning. Their origins are cloaked in mystery, their plans are enigmatic, and their culture and thought processes are utterly alien.

- From Lords of Madness

220 years ago…

1154 DR – Year of the Sun Underground

Azathlan turned quickly to face its foes, its hand coming up with coal dust falling from between its three slender fingers. With a single gesture the dust ignited, filling the narrow corridor with howling flames. It caught a brief physic scream as one of its foes and the last of the thralls succumbed.

Normally Azathlan would have allowed itself a moment of satisfaction but there were still four opponents left. Three had cloaked themselves in psionic protections and the other had become as insubstantial as a ghost and had hid in the walls of the corridor. Now they drew closer, psionic power building as they prepared to attack.

The illithid wizard summoned two shields. One was of pure force, visible only as a rippling in the air, the other purely mental, protecting against the mental attacks of its fellow illithids.

Psion force exploded against both shields, sending Azathlan's thin body flying. It got to its feet, feeling out its shields. Both were greatly weakened but still there. It gave the wizard the time it needed to pull a thin, ivory stave from its robes.

Ice and frost shot towards the other four illithids, lining the walls of the Underdark tunnel and some of their psonic protections. One of the aberrations remained frozen in place, hands raised in a futile defence.

Meanwhile Azathlan had retreated around the corner, sliding a handful of fine, silver chains out of a pocket. It could pick off its pursuers one by one now that the thralls were gone but to fall to overconfidence now would be dangerous. Had this battle taken place closer to Hal'carnasas and to the elder brain's influence…

There came a hissing noise and a drawn-out rumble. Azathlan felt the flickers of psionic power as the remaining three illithids teleported away. Confused and expecting a trap, the illithid wizard stepped away from the wall, wand in one hand, chains in the other.

Filling the corridor, seemingly made of brain matter, the brain golem came into view. Another wet hissing escaped the creature and it took a step forward.

Impervious to psionics, resistant to magic and even to physical harm – a creation of the elder brain, the golem was prove that Azathlan was never beyond the influence of the elder brain that cast it out. Then again if the elder brain took such offence to his arcane studies wouldn't it be deliciously ironic to use those studies to destroy the golem. It was merely a matter of using those powers wisely.

Gripping one end of the silver chains in its fist Azathlan swung the spell focus at the golem. The cool metal vanished from between the wizard's fingers. Instead chains of steel, thick as Azathlan's waist appeared, coiling around the golem's head, barrel chest and stocky limbs, embedding themselves into the tunnel walls. The construct took one step forward but that only tightened the chains.

A bubbling hiss arose from the golem. Though it was prepared for the attack, the mind blast hit the wizard hard, sending the illithid to its knees. Yet its fingers still crept towards one of its pocket for the next spell focus.

Again and again the golem's mind blast struck at the mind flayer. First the shield of force faded away. Cracks started appearing in the mental barrier. Still the illithid continued chanting.

With a final scream of triumph Azathlan plunged the iron nail into the tunnel floor.

There was a great screech of metal as the stave of iron plunged into the golem, driving through the construct's body and into the bedrock. The thing gurgled and twitched violently.

Then suddenly with a burst of psionic energy the connection was broken. The elder brain's influence was gone and Azathlan was finally free.

50 years ago…

1324 DR – Year of the Grimoire

Three days ago it had been human – a broad-shouldered, blunt-featured male. Now the thing writhing in the birthing pod was caught horrifically between two states.

Its limbs were stretched beyond all human limits, seemingly thin enough to snap in two. Hair had begun to fall out in patches and littered the moss-lined exterior of the pod. The bald areas revealed purple flesh, sticky with mucus and other unsavoury materials. It was worse on the head where the brain seemed to press against the skin and squirm slowly.

The two creatures watching the convulsing, twitching wreak had seen the process before. They'd undergone it themselves, after all.

They were formed like a tall, thin human, though any resemblance ended there. The head was shaped like a four-tentacled octopus with blank, white eyes. They were illithids, mind flayers, and the thing in the pod was undergoing ceremorphosis, becoming one of them.

With a final sob the thing finally fell deeper into unconsciousness.

With a small mental push one mind flayer sent two thralls, one to begin cleansing the shuddering host body and the other to gently lift the head, moving it to face the two illithids.

You see? Zygensine gestured towards the body with two tentacles. Its holy symbol rattled as it did so, the narrow coils of chain slipping from tentacle to tentacle. Six tentacles. It's clearer than ever now.

The developing illithid did indeed have the beginnings of tentacles around his mouth and there were two more than the norm, slightly longer already.

So it is true, replied Husamae. An ulitharid. A chance of one in one hundred of it happening. Maybe even one in several hundred. There was no difference in the physiology of the tadpole?

It appeared to be an ordinary tadpole in all ways, the holy symbol rattled again as the chain made its way among the writhing tentacles, I consulted the texts and the elder brain. All agree that there is no discernable difference until ceremorphosis.

A pity. The forces playing on the tadpole would have made a fascinating study.


The thing in the pit gave a sharp shudder and this time the scream came directly into the minds of the illithids.

Telepathy already? This one will be a talented psion if nothing else.

Ilsensine teaches that ulitharids are akin to prophets, below only itself and the elder brains, the mind flayer cleric touched his holy symbol with one tentacle; there are great things in store for it and for Hal'carnasas.

12 years ago…

1362 DR – Year of the Helm

Charinda Elvanisstra flexed and arched her back, moving against the iron chains that crossed her thin body. Her back did indeed move from the stone column to which she was chained but it did so by less than a hair's-breath, no room to work with. She tried to shift her fingers in their steel cuffs. It was equally no use – her hands couldn't perform even the simplest gestures. Nor could she sing, not with the steel bands holding her mouth closed.

The bard glanced across their prison. The light was dim, not enough to see much with normal vision but too light for darkvision to work. She'd been conscious when the aberrations brought them down, however and she estimated that the pit was at least two hundred feet deeper than the rest of the illithid stronghold.

She and her remaining clients were chained to individual stone columns. The drow growled deep in her throat at that. Out of a party of seven clients only two were left. It tore at her pride as an Underdark guide.

Burzuna was tethered to Charinda's left, two columns along. The fighter was awake, his head shifting from side to side as much as the chains would allow. His hands moved constantly as if itching to curl around a sword hilt.

Zoorst was in far worse shape. The psion's eyes were closed and his face drawn and pale. Blood ran from his slack mouth – he'd bitten through his tongue when the mind flayers had finally overcome him. He was bleeding inside as well judging from the thinner streams coming from his nose and ears and eyes.

The drow was no expert in combat between psions but she doubted he would wake. Perhaps it would be for the best. Better by far to fade away in your sleep than to suffer at the hands of the mind flayers.

As if her thoughts had summoned them, two figures descended from the darkness above. The illithids remained floating above the filthy floor. The chains fell away from Burzuna and Zoorst.

The psion fell limply to the floor but the fighter took the opportunity. With a roar the human threw himself at the aberrations.

Burzuna was just as tall as the mind flayers and twice as wide. Most creatures would have fled from one of his charges. But the illithids didn't budge an inch.

The fighter was abruptly flung backwards, his body crashing back into the stone column. Unsteadily he got to his feet only to be cut down almost instantly by another mental attack.

With barely a look at Charinda the mind flayers vanished back into the darkness with their two captives in tow. She had no time to watch them go for another figure stepped out of thin air.

The creature standing before her seemed to be an illithid. However, it would have towered above an ordinary mind flayer. It was at least eight feet tall, perhaps closer to nine, and in addition to the normal four tentacles it had two longer ones that hung an inch from the ground. It was like no other illithid she'd seen before.

An amused gurgle escaped its throat and the drow felt the slightest of pressures in her mind. It had been reading her mind, examining her as she was it. She narrowed her amber eyes and growled as best as she could with the metal bands across her mouth.

Since birth you have existed in the Underdark, little thrall, and you consider yourself worldly but you truly have no idea what could await you here.

Charinda's eyes widened further. She'd been the subject of mind reading before but in all those incidents the mind reader wouldn't have been able to get such information so quickly and without her knowledge.

I am far more than just a common mind reader, little thrall.

The drow's eyes narrowed,

What in the Abyss' name are you? To get information so easily? Stay the bloody Hells out of my head, abomination!

That earned her a cuff across the head, a swift burst of mental power,

You show a marked lack of respect towards your betters, thrall. The illithid race is far above your lowly stock and to address even the tadpoles in that manner would mark you for a meal. As for what am I, I am that which is above the illithids even as they are above you. I am an ulitharid and you should consider yourself privileged to even be in my sight, let alone to be my property.

I am no one's property illithid! There came another mental slap, this one hard enough to make her ears ring and to slam her head sideways into the pillar.

You shall address me as Master, thrall, lest you wish me to address you as 'food'.

The bard snarled, her thoughts taking the form of hot, blind rage. In return there came amusement from the ulitharid.

It would have been entertaining to break you. I would have broken your pride and your mind with horrors so exquisite that only we illithids have words for them. Equally to take your mind now, rich and magic-filled and full of anger, would be pleasing.

Go fuck yourself!

Instead of another slap there came a bright lance of pain that produced muffled screams from the drow. Her eyes rolled up into the back of her head and her body thrashed in her chains.

You think to enrage me? You think that it would mean a swifter death for yourself?

You can… only kill me once… Once I'm dead or once you take my mind nothing really matters. What do I have to lose?

You still have much to lose, thrall. You will learn that in time. The tentacles came up again, resting on either side of her head to steady it. A three-fingered hand gripped her pointed chin and lifted it up so that her amber eyes met the blank, white orbs of the ulitharid, Understand that I have no intention of granting you the mercy of death. I require living subjects for this experiment, full of pride and anger such as you. You will serve me and all without the shield of a broken mind.

The chains fell to the ground but Charinda remained where she was, held up by psionic forces. Her muscles were gripped with paralysis and she could not even flinch at the cold, slimy feel of the ulitharid's hands and tentacles on her flesh.

I am Maslynrensine of Hal'carnasas, and you will address me as Master.

Jessi: The quote at the beginning is indeed from Lords of Madness which is a D&D accessory featuring illithids and other such aberrations. It is not mine. Please leave a review.