At this point, I suppose it would be disingenuous for me to feign surprise that I’m covering the last monster manual for third edition D&D, as writing these up feels like it’s become a bit of a tradition. None of them are truly great, can’t-miss releases (the central irony being that the best compilation of monsters from this decade was in a Fiend Folio instead), but they always feature a smattering of new planar creatures, some of which tend to be noteworthy enough that I’d feel weird skipping them entirely. It also feels a bit sad to be moving on from this edition at all, and this book feels like a reminder of how close that end really is. Very few of the monsters from this book would ever be seen again, such that the only ones I can recall returning are the skull lord, shardsoul, and banshrae, though there’s probably one or two others I’m unaware of. I don’t think this was because the monsters contained in this book were bad—mostly they weren’t, and this particular volume was a significant improvement over the last one—but simply because there wasn’t much time left for authors to build on what was here. 

As such, the effect of this book on the planes in the longterm was minor even by the standards of third edition’s monster manuals; nonetheless, a lot of monsters created for this volume were surprisingly fun, and one entry in particular is worth highlighting, as it more or less justifies the whole book’s existence. Anyone who’s read through Monster Manual V, which I’m guessing is a shockingly tiny number of people considering the context of both its release date and niche appeal, will know that the biggest draw of the book is the extremely long (21 pages!), borderline out-of-place section on the mind flayers of Thoon. 

In the recent past, a mind flayer nautiloid flying to the furthest reaches of the Astral Plane accidentally crossed over into the Far Realm (presumably this was a third edition nautiloid, as the second edition ones were spelljamming ships incapable of traveling the planes…). When they returned, illithids were “dramatically changed, capable of great feats of construct crafting and selective breeding. Though the physical changes were dramatic, the more profound change was to the very consciousness of those illithids. They now speak reverently of a being/god/philosophy known to them as Thoon. The mind flayers of Thoon claim to be able to commune with this presence from the Far Realm, as well as receive instructions from it.”

With this weird Thoon-ian sect of illithids, David Noonan, the chief party responsible for this book and author of this section in particular, attempted to solve a few problems at once. Remember that book on aberrations from a couple years earlier, Lords of Madness? Well, one of its weirder traits was that none of the aberrations it detailed actually had a Far Realm origin. The mind flayers were instead from some sort of weirdo society so old that it went around in time, which may have seemed cool in concept but to me reads more like something an elementary schooler would come up with. With the addition of this Thoonian sect, one particular group does get to have a Far Realm origin, and with this let their freak flag fly.

The other issue with third edition’s illithids was more mechanical in nature. Mind flayers didn’t work well as a full campaign villain because they more or less had two encounter levels, one of which wasn’t even reasonable (the elder brains were CR 25). If you wanted to have them as an enemy for multiple sessions you were going to have to struggle to rationalize. Maybe you could make a mind flayer the ultimate mastermind for a campaign… but not a super high level one. Despite being an iconic monster, they were weirdly difficult to use. 

Noonan solves this problem by wildly diversifying the mind flayer range. Thoon’s warping influence created 10 subtypes of Thoon-ic enemies to fight against, from the Thoon-brand elder brain down to the stormcloud and scythers foot soldiers, who are spit out from the horrendous madcrafters. There’s easily enough breadth and creativity here to fill a campaign with, and there are even some suggestions for how to do this in case you’re a bit too thick to realize how to manage this on your own. The mind flayers of Thoon are weird, disgusting, terrifying, and even quite silly (the elder brain ends all communications, literally all of them, with “All hail Thoon!”). They have much more flavor and a more coherent backstory and ecology than the normal mind flayers of third edition—no, they’re not as in-depth as the ones from second edition, but to be fair neither are any other species.

There are unfortunately a couple of major issues with the mind flayers of Thoon, and they’re large enough so as to explain why no one ever took this nifty subspecies and ran with it. For one thing, the question of who or what Thoon is, or if they even exist at all, is left purposefully vague. The idea here is clearly to leave this up to individual dungeon masters; however, in my experience that’s the opposite of how these things work. Details are what help tell a story, and the ineffable nature of Thoon leaves too much left unwritten. Likewise, the main goal of this Thoon cult is to gather a substance called “quintessence,” which is left just as vague as Thoon itself despite existing within the multiverse proper. One of the biggest annoyances I have with Wizards of the Coast’s version of D&D vs. TSR’s from earlier was this refusal to just state things plainly, instead couching everything in what-ifs and possibilities; I understand the impulse, but those what-ifs are always tacitly part of any RPG and do nothing to help with creating a more fully realized world. 

Were the mind flayers of Thoon the only addition from this book, I would still consider it relevant enough to cover here, but there’s quite a few other worthwhile monsters as well. Some, like the Arcadian avengers, siege beetles, steel wings, and garngaths, are eminently forgettable but still help with filling out an obscure plane’s ecology. Others, though, are unique creations that have enough creativity to stand out even at the end of the edition, such as the dalmosh, a gargantuan denizen of the Abyss who may or may not be an avatar of the Flesh Mountains of the Abyss. “What are the Flesh Mountains?,” you ask, as they had never been mentioned before now. Seriously, they’re named the Flesh Mountains, you can figure out the rest yourself. Anyhow, Dalmosh’s Gullet is a demiplane linked tenuously with the Flesh Mountains, and you do not want to get thrown in there. Wonderful.

I even thought the requisite new demons were more creative than usual, with the weird millipede-like adarus and the alien draudnus being additions I would actually enjoy using. Solamiths are also neat, being a species who mostly chews up other Abyssal inhabitants, not because it needs any sustenance but because it’s an evil piece of shit. “A solamith tears its victims to pieces, but then becomes a dainty eater, chewing slowly and appreciating the spiritual effervescence of each morsel. Once a meal is finished, a new face appears just under the skin on a solamith’s gut, silently pleading for release.” Yikes, and I mean that in the best possible way.

Gulthirs manage to be a new devil that sort of makes sense in the rigid Baatorian hierarchy, as they exist purely as a punishment. Remmanonns not so much, but likewise for the stitched devil, which is exactly what it sounds like, which is to say a creature composed of the parts of a bunch of devils stitched together by night hags. If the game keeps requiring new devils, which it doesn’t, then you can much worse than this pair, which at least acknowledges that the rulers of Hell are supposed to be orderly. 

Illurien is an interesting inclusion because she’s not a type of creature at all, rather, she’s an odd individual from the Outlands. Illurien of the Myriad Glimpses is, despite her home plane,  a neutral evil being who “gains sustenance” through collecting knowledge. However, it just so happens that her favorite method of collecting it is to rip it from sentient beings. Her profile includes brief mentions of two new Outlands locations, the Athenaeum Nefarious and the Shrouded Dispensary. She’s an odd addition to the multiverse, and frankly seems a bit underpowered for how big of an influence she seems to have, though that’s easily rectified. Mostly, it’s just fun to have another weird being on the Outlands to interact with, though unfortunately I don’t believe she’s ever so much as been mentioned again in the game’s history. 

The spawn of Juiblex also posits some new developments in the multiverse.

Centuries ago, Zuggtmoy used a series of poweful divinations to determine the Demon Lord of Ooze’s exact location within Shedaklah. She then erected a series of adamantine plinths throughout the Abyssal layer and triggered a powerful ritual meant to banish Juiblex to a different plane.

Unfortunately for Zuggtmoy and the rest of the cosmos, the ritual simply sent a portion of Juiblex’s polluted form to the Elemental Plane of Water. Though weakened, the Faceless Lord survived, but the toxic and virulent nature of his material form corrupted the elemental matter around it. The denizens of the plane near this polluted area combined their power to contain the corruption and send it to its own demiplane.

The actual spawns themselves, which range in size and scope from lesser to elder, aren’t terribly interesting. However, I like the Demiplane of Filth that this backstory creates, and which is given five paragraphs of explanation. This may not seem like much, but considering that this is a monster manual, that’s still considerable, and it’s a wonderfully odd location that absolutely begs to become a part of an interplanar campaign. As with so much else of the good stuff from this book, it’s never shown up again (at least that I’ve heard of—rarely am I wrong with these assertions, but it has happened, and if so I try to note them later), but now that plane hopping is back in fashion again for mainline D&D maybe this can be rectified. 

There’s one final, notable monster in the book, the spirrax, Spirraxes are essentially D&D‘s answer to Galactus, in that they’re humongous creatures who exist to consume living matter (more or less). They show up, subdue everyone nearby with a deadly indifference aura that essentially pacificies local resistance, feast, then plane shift away. That may sound a bit dull, but they’re also linked with their home plane in a way that explains their destructive ecology. 

Spirraxes represent the last remnants of a dying demiplane. Millennia ago, the powerful civilization that had arisen there fell victim to a magical catastrophe that caused its world to decay. The residents of this ancient society, believing they were unable to save themselves by any other means, created the first spirraxes and sent them to other planes. These creatures were designed to consume living matter and transport it back to the demiplane, where that matter, converted to energy, might be used to halt the destruction.

Most of the really good monsters from the Monster Manual V, and not just the planar ones, are showstoppers. They tend to be unique creatures who can have a session or even a campaign based around them. There’s an obvious sense that all of the filler creatures have been covered, so it’s time to deliver something different, and to David Noonan and his fellow writers’ credit, they succeeded. Short of the Fiend Folio, this is my favorite collection of third edition monsters, and it’s really too bad that due to its appearance at the very end of the edition’s lifecycle it went pretty much ignored, with the exception of the skull lords. It’s a surprisingly good book, filled with dozens of plot hooks. Maybe some of them aren’t to my taste (e.g. dragons of the great game…), but you’ll almost certainly find an idea or two that piques your interest if you take the time to read through it.

And just for parity, I’ll end with another of my lists of planar creatures from this book, so that anyone interested in just that side of things can skim through the MMV easily:

• Arcadian Avenger
• Dalmosh
• Demon
  • Adaru
  • Carnage Demon – not tanar’ri or even another type of demon, weirdly.
  • Draudnu
  • Gadacro
  • Solamith
• Demonthorn mandrake
• Devil
  • Gulthir
  • Remmanon
  • Stitched Devil
• Ember Guard
• Ethereal Defiler
• Garngrath
• Illurien
• Mind Flayers of Thoon 
• Ruin Elementals – a rather dumb variant on earth elementals. 
• Siege Beetle
• Spawn of Juiblex
• Spirrax
• Steelwing