Xylex once lived much like any other mind flayer. While exploring the upper portions of the underdark along with a small band of mind flayer explorers, a cave-in separated him from his fellows and cast him into a swift, subterranean river. Buffeted by the raging waters, he was swept along into a deep, isolated cavern. Luckily for Xylex, the cave was lush with edible fungus and, more importantly, subterranean rats and other animals he could devour. Cut off from other intelligent life and lacking a passage large enough he could escape through, Xylex descended into madness. He came to believe that the cave-in was no accident. In his mind, the gods had chosen him as the protector of the underdark, a caretaker who would mend the damage caused by invaders from above. His delusions spurred him to take up the worship of the spirits of nature and altered his alignment to lawful neutral. In due time he gained the abilities of a druid. Xylex only hunted to sustain himself, spending the rest of his time tending to his home cavern and the creatures that lived there.

Xylex’s odd but peaceful existence came to an abrupt end when a team of dwarves opened a tunnel into his cave. They quickly set to stripping the cavern of fungus and prepared to establish a mining operation. Enraged, Xylex massacred the hapless dwarves and swore to take the fight to the enemy. Using his in-born abilities and magical talents, he seeks to destroy surface dwellers before they can despoil his beloved underworld. He sees humans, dwarves, and other intelligent surface species as abominations that threaten the deep realms.

Xylex’s purple skin is marked with dark blue freckles. He wears a cuirass of cave rat and dark mantle hide. He is slightly taller and better built than the average mind flayer, owing to his years spent in the wilds. He normally bears a steel scimitar and a simple walking stick crafted from a giant mushroom stalk. He bears a wreath made of vines and small bones around his bulbous head.

Xylex prefers to use wild shape to take the form of a dog, horse, or other animal and enter a village under cover of darkness. In larger cities, he first assumes the form of a bird to fly over the city walls then shifts into a mangy dog. In animal form, Xylex may still use his innate spell-like abilities, including mind blast. His preferred method of attack is to target a tavern, inn, or other public place. He uses spike growth and entangle on the areas immediately around his target’s exits. While in the form of a bird, he flies into the tavern and unleashes his mind blast against its patrons. He then swoops out of an exit in hopes of drawing the survivors into his spells. He hits those caught within them or those who pursue him with his mind blast. He assumes his natural form, devours the brains of as many of his victims as possible, and changes shape once more to escape. If engaged in melee, Xylex relies on Improved Disarm to foil his opponent’s attacks and leave them vulnerable to his tentacles. Above all else he practices hit and run tactics, preferring to flee the area if the situation is not in his favor.

When traveling the countryside, Xylex uses much more direct tactics. He slips into pastures in the form of a cow and uses his abilities to massacre farmers and other commoners. With the aid of his wild shape ability, he has thus far destroyed several small villages. While the authorities seek out a mind flayer, Xylex travels openly across the land in his many animal shapes.

Xylex’s crusade turns many isolated settlements into ghost towns. The evidence points to a mind flayer, and the trail of destruction heads directly towards a major city. The characters must uncover Xylex’s true nature before he can infiltrate the city and cause more deaths.

Eager to infiltrate and destroy a party of adventurers, Xylex takes the form of a pack animal and poses as a lost mule. The mind flayer arranges the wreckage and corpses from a caravan he destroyed to lend truth to his cover. Once the party beds down for the night, Xylex ambushes any characters set as watchmen and tries to devour the rest of the party’s brains as they sleep.

Xylex allies himself with a band of grimlocks. Using his abilities, he spies out the surface world and arranges for pinpoint strikes by his followers against vulnerable towns and villages. As the surface worlders attempt to organize a defense, Xylex spies upon them and relays his information back to the grimlocks. The grimlocks ambush troop conveys and strike towns that send portions of their garrisons to defend their neighbors. Thanks to Xylex’s spying, the grimlocks manage to assassinate and capture town elders, mayors, and other important figures, paralyzing the region and threatening to plunge it into chaos.

Xylex, male mind flayer Drd6: CR 14; Medium-size Aberration (6 ft. tall); HD 14d8+28; hp 94; Init +6 (+2 Dex, +4 Improved Initiative); Spd 20 ft. (30 ft. base); AC 22 (touch 12, flat-footed 20); Atk +12 melee (1d4+2, 4 tentacles) or +13/+8 melee (1d6+2, masterwork scimitar); SA Mind blast, psionics (at will astral projection, charm monster, detect thoughts, levitate, plane shift, suggestion, DC 13 + spell level), improved grab, extract; SQ SR 25, telepathy, nature sense, animal companions, woodland stride, trackless step, resist nature’s lure, wild shape (2/day); AL LN; SV Fort +9, Ref +6 , Will +17 ; Str 14, Dex 14, Con 15, Int 22, Wis 22, Cha 16.

Skills: Bluff +12, Concentration +22, Hide +17, Intimidate +14, Knowledge (underdark ecology) +10, Knowledge (nature) +19, Listen +17, Move Silently +17, Scry +15, Spellcraft +15, Spot +17, Wilderness Lore +15. Feats: Alertness, Combat Casting, Dodge, Expertise, Improved Disarm, Improved Initiative, Track, Weapon Finesse (tentacle).

Spells Prepared (5/5/5/3); base DC = 16 + spell level): 0 — detect magic, flare, guidance, know direction, resistance; 1st — calm animals, entangle (x2), invisibility to animals, obscuring mist; 2nd — flaming sphere, heat metal, hold animal, produce flame, resist elements; 3rd — dominate animal, greater magic fang, spike growth.

Possessions: Masterwork scimitar, +1 hide armor, +1 large wooden shield, slippers of spider climbing, pearl of power (1st level).

Animal Companion: Dire bear (102 hp).

STAT BLOCK WORKSHEET

CR 14; Mind flayer CR 8 + Drd6 CR 6 = CR 14.

Medium-size Aberration (6 ft. tall);

HD 8d8 (mind flayer) + 6d8 (druid) + 28 (14 HD * 2 Con)

hp 94; (13 HD * 4.5 + 8 (1st character level) + 28)

Init +6 (+2 Dex, +4 Improved Initiative);

Spd 20 ft. (30 ft. base);

AC 22 (+2 Dex, +4 armor, +3 natural, +3 shield)

Atk 4 tentacles +12 melee

+6 base attack mind flayer, +4 Drd6, +2 Dex (Weapon Finesse)

Atk Scimitar +13 melee, dmg 1d6 + 2 (Str)

+6 base attack mind flayer, +4 Drd6, +2 Str, +1 masterwork

SA Mind blast, psionics (at will astral projection, charm monster, detect thoughts, levitate, plane shift, suggestion, DC 13 + spell level), improved grab, extract;

SQ SR 25, telepathy, nature sense, animal companions, woodland stride, trackless step, resist nature’s lure, wild shape (2/day);

AL LN;

SV Fort +9 (+2 mind flayer, +2 Con, +5 Drd6), Ref +6 (+2 mind flayer, +2 Dex, +2 Drd6), Will +17 (+6 mind flayer, +6 Wis, +5 Drd6);

Base: Str 12, Dex 10, Con 13, Int 14, Wis 16, Cha 10.

Mind Flayer: Str +2, Dex +4, Con +2, Int +8, Wis +6, Cha +6

Total: Str 14, Dex 14, Con 15, Int 22, Wis 22, Cha 16

Total Skill Ranks: (4 + 6 (Int)) x 6 (level) = 60 ranks

Note: Per DMG pp. 57 — 58, mind flayers do not receive the free x4 bonus to skill ranks at their first character level.

Feats

Mind Flayer base: Alertness, Combat Casting, Dodge, Improved Initiative, Weapon Finesse (tentacle).

1st-level character: Track

3rd-level character: Expertise

6th-level character: Improved Disarm

Skills: Bluff +12, Concentration +22, Hide +17, Intimidate +14, Knowledge (underdark ecology) +10, Knowledge (nature) +19, Listen +17, Move Silently +17, Scry +15, Spellcraft +15, Spot +17, Wilderness Lore +15. Feats: Alertness, Combat Casting, Dodge, Expertise, Improved Disarm, Improved Initiative, Track, Weapon Finesse (tentacle).

Spells Prepared (5/5/5/3); base DC = 16 + spell level): 0 — detect magic, flare, guidance, know direction, resistance; 1st — calm animals, entangle (x2), invisibility to animals, obscuring mist; 2nd — flaming sphere, heat metal, hold animal, produce flame, resist elements; 3rd — dominate animal, greater magic fang, spike growth.

Total: 5600 gp (+37 gp equipment)

Possessions: Masterwork scimitar, +1 hide armor, +1 large wooden shield, slippers of spider climbing, pearl of power (1st level).