The Flayed

You have been infected with the power of the mind flayer, but surprisingly, you remain resilient. While in this state of limbo between complete control and complete loss of control, you seemed to have gained new powers. At all times the mind flayer is whispering to you in your head, coaxing you into giving in, and telling you what to do, but you can resist.

Expanded Spell List

The Flayed lets you choose from an expanded list of spells when you learn a warlock spell. The following spells are added to the warlock spell list for you.

Fiend Expanded Spells

Spell Level	Spells
1st	Command, Dissonant Whispers
2nd	Blindness/Deafness, Tasha's Mind Whip
3rd	Blink, Sending
4th	Dominate Beast, Arcane Eye
5th	Telekinesis, Dominate Person

Flayed Mind

Starting at 1st level, you have resistance to any spell which forces you to act. When you are forced to make an action, bonus action, or reaction due to being charmed or frightened, you can end the effect that caused you to make that action upon completing it. You can only use this ability 3 times per long rest.

As an additional bonus, you learn how to speak Deep Speech, and you can read and write Qualith.

Gift from the Flayer

Starting at level 6, you gain the ability to summon an Intellect Devourer (using the stat block in the 2025 Monster Manual) as a bonus action. The Intellect Devourer shares your initiative count, and is hostile to any creature you choose upon using this ability. The Intellect Devourer gains temporary hit points equal to your Warlock level, and an attack bonus equal to your Charisma mod.

You cannot control the Intellect Devourer (the DM has control over the creature), and if any nearby creature becomes incapacitated, the Intellect Devourer will immediately attempt use its Steal Body ability on the target as soon as possible (unless it is hostile to you, then you become the creatures priority). The Intellect Devourer will become hostile to you if you do not spend a bonus action on your turns (not counting the turn you summoned it) commanding it to keep on target, or if you become incapacitated. Once hostile, the Intellect Devourer does not listen to your bonus action command.

Lastly, you can use a reaction to make any target of the Intellect Devourer's Steal Body feature succeed automatically, but this makes the Intellect Devourer hostile towards you. The Intellect Devourer teleports back to your patron upon dying, or successfully using the Steal Body feature (the body disappears too).

You can only use this ability once a long rest.

Mind Blast

At level 10, you gain the ability to blast enemies with your mind. Create a 30 foot cone, every creature in that cone must make an intelligence saving throw (your spell save DC), or be stunned until the end of your next turn. This attack does 3d8 + Charisma mod psychic damage to all creatures who failed the saving throw, and half that damage to all creatures who succeed.

Upon using this feature, you must wait until you complete a long rest to use it again.

Form of the Flayed

You have now reached the pinnacle of your corruption, and can go now farther without becoming a pawn in the Mind Flayer's army. Your body begins to become like that of a Grimlock, and you gain the following features:

A climb speed equal to your walking speed.

A tentacle natural weapon. When you make an unarmed strike, you can choose to turn your hand into a tentacle, giving you reach, but dropping any items you were holding in that hand. This weapon adds your Charisma modifier to your attack rolls, and deals 2d6 + your Strength modifier + your charisma modifier psychic damage.

Lastly, you gain the ability to warp reality. When a creature within 5 ft of you hits you with a melee attack, you can use your reaction to gain +4 AC against that attack, potentially causing it to miss. Upon using this feature, you then magically teleport (with all your items and equipment) to an unoccupied space you can see within 60 ft of you. This ability can only be used once per long rest.