Creature Sense. The neothelid is aware of the presence of creatures within 1 mile of it that have an Intelligence score of 4 or higher. It knows the distance and direction to each creature, as well as the creature's Intelligence score, but can't sense anything else about it. A creature protected by the mind blank spell, a nondetection spell, or similar magic can't be perceived in this manner.
Innate Spellcasting (Psionics). The neothelid's innate spellcasting ability is Wisdom (spell save DC 17). It can innately cast the following spells, requiring no components:
At will: levitate
1/day each: confusion, feeblemind, telekinesis
Legendary Resistance (3/Day). If the neothelid fails a saving throw, it can choose to succeed instead.
Magic Resistance. The neothelid has advantage on saving throws against spells and other magical effects.
Multiattack. The neothelid makes one tentacles attack and uses swallow, in any order.
Tentacles. Melee Weapon Attack: +14 to hit, reach 15 ft., one target. Hit: 21 (3d8+8) bludgeoning damage plus 13 (3d8) psychic damage. A Large or smaller target is grappled (escape DC 19) if the neothelid isn't already grappling a creature, and the target is restrained until this grapple ends.
Swallow. One target grappled by the neothelid must succeed on a DC 19 Strength saving throw or be swallowed by the neothelid. A swallowed creature is blinded and restrained, it has total cover against attacks and other effects outside the neothelid, and it takes 35 (10d6) acid damage at the start of each of the neothelid's turns.
If the neothelid takes 30 damage or more on a single turn from a creature inside it, the neothelid must succeed on a DC 18 Constitution saving throw at the end of that turn or regurgitate all swallowed creatures, which fall prone in a space within 10 feet of the neothelid. If the neothelid dies, a swallowed creature is no longer restrained by it and can escape from the corpse by using 20 feet of movement, exiting prone.
Acid Breath (Recharge 5-6). The neothelid exhales acid in a 60-foot cone. Each creature in that area must make a DC 19 Dexterity saving throw, taking 35 (10d6) acid damage on a failed save, or half as much damage on a successful one.
The neothelid can take 3 legendary actions, choosing from the options below. Only one legendary action option can be used at a time and only at the end of another creature's turn. The neothelid regains spent legendary actions at the start of its turn.
Psionics. The neothelid casts a spell.
Tentacles (Costs 2 Actions). The neothelid makes a tentacles attack.
Lair and Lair Actions
Ancient neothelids inhabit long-abandoned or overthrown mind flayer cities, where millions of tadpoles are left to fend for themselves. Those that do not succumb to starvation, but learn to sustain themselves on latent psychic energy, evolve into squirming swarms called illithocytes. These swarms are the chief food source for ancient neothelids.
Illithocytes outside the lair of a neothelid can be represented using the swarm of poisonous snakes statistics, except that it is a swarm of aberrations instead of beasts, and its bites deal psychic damage on a failed Intelligence saving throw instead of poison damage on a failed Constitution saving throw.
Lair Actions
When fighting inside its lair, an ancient neothelid can invoke the ambient magic to take lair actions. On initiative count 20 (losing initiative ties), the neothelid takes a lair action to cause one of the following effects:
- Illithocytes swarm around creatures in the lair. The ground within 5 feet of every creature the neothelid can sense becomes difficult terrain. For every 1 foot a creature travels through the swarms, it must spend 4 feet of movement. The difficult terrain lasts until the neothelid takes this action again, or until that space takes any amount of fire damage.
- Illithocytes feed on the psychic energy of creatures in the lair. Each creature the neothelid can sense must make a DC 10 Intelligence saving throw, taking 10 (3d6) psychic damage on a failed saving throw and half as much damage on a success.
- Illithocytes attempt to pull down creatures in the lair. Each creature on the ground that the neothelid can sense must succeed on a DC 10 Strength saving throw or be knocked prone and restrained by illithocytes. A creature can be freed if it or another creature takes an action to make a DC 10 Strength check and succeeds, or if the creature takes any fire damage.
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