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Dawn of the Overmind (2e)

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A new age age of terror!

They are close. I can feel them even stronger, now. It won't be long before the Masters come again. I have waited for them, waited for their return. Once they extinguish the Light, the true Dawn can begin.

The illithids once ruled a mighty empire that stretched across many worlds. These foul creatures enslaved or destroyed whole races in their quest for ultimate power - until a rebellion spread like fire on dry plains. The mind flayer empire toppled, and the multiverse was freed from eternal servitude.

Now, a hundred suns burn toward extinction, their light stolen by the flayers to reinvent their past. If the PCs do not stop the new dawn, the Dawn of the Overmind, the illithids will rule once again! Following the clues left by their benefactor, the adventurers journey over a vast world of ancient ruins. Buried deeply within these ruins lies an artifact of ancient illithid manufacture. This item is all that stands between the illithids and their nefarious goal: complete and utter domination.

Dawn of the Overmind is the third adventure in a trilogy (originating with A Darkness Gathering and continuing in Masters of Eternal Night ). It can be played alone or linked with the other two parts of the trilogy to form an epic-length adventure. The illithid trilogy supports The Illithiad, a MONSTROUS ARCANA supplement that contains invaluable information on every facet of illithid life, psychology, technology, and ability.

Product History

"Dawn of the Overmind" (1998), by Bruce R. Cordell, is the third adventure in the illithid Monstrous Arcana adventure trilogy. It was published in October 1998.

About the Cover. That sure looks like a Lumleyian Chthonian next to the mind flayer. Is it D&D or is it the Cthulhu Mythos?

Origins (I): The End of the Arcana. Each trilogy of Monstrous Arcana adventures ended with a double-sized 64-page adventure module. "Dawn of the Overmind" (1998) thus ends the mind flayer adventure cycle that began with "A Darkness Gathering" (1998) and continued with "Masters of Eternal Night" (1998).

However, "Dawn of the Overmind" also marks the end of the entire Monstrous Arcana series, following an even dozen books, highlighting the beholders of I, Tyrant (1996), The Sea Devils (1997), and now the mind flayers of The Illithiad (1998). It was one of D&D's more evocative "generic" adventure series during the AD&D 2e era (1989-2000), in large part because even absent a strong D&D setting it still was able to focus on D&D's strong monster mythology.

Origins (II): The Return of Spelljammer. More surprisingly, "Dawn of the Overmind" is a stealth Spelljammer adventure, published a full six years after the cancellation of the Spelljammer line (1989-1993). It doesn't bear any of the Spelljammer trade dress, likely because it was part of the Monstrous Arcana line, but nonetheless this is a Wildspace adventure from beginning to end. This was really the last hoorah for Spelljammer at TSR, other than "Spelljammer: Shadow of the Spider Moon", a massive article in in Dungeon #92 / Polhedron #151 (May / June 2002)

This return to Spelljammer might well have been part of the same initiative that saw support for Al-Qadim with "Reunion" (1998) and that also brought about the so-called "Greyhawk '98" revival (1998-2000). Wizards was happy to revisit D&D's old campaign worlds and see if there was strong enough interest for continued publication. (Sadly, there wasn't.)

Genre Tropes: Sword & Planet. Spelljammer had always been science fantasy, but it was a rather specific sort of science high-fantasy where science-fiction tropes were powered by magic. However, the early parts of Dawn of the Overmind feel like a very different sort of science fantasy: a sword & planet story. As the players struggle across a desolate surface world, they might encounter primitive humans (the forerunners), beastmen, a hungry spider, and even an illithid lich. John Carter would be proud.

Genre Tropes: Lovecraftian Horror. Though the latter parts of "Dawn of the Overmind" still maintain some sword & planet tropes, Lovecraftian horror also sneaks in. Players will encounter an elder brain and masses of squirming illithocytes before finally meeting the neothelid, a mucous-covered, dragon-sized worm. This was in keeping with the more horrific mind flayers of Ravenloft, especially RQ2: "Thoughts of Darkness" (1992).

Adventure Tropes: Crawling. Like its predecessors, Dawn of the Overmind involves lots of player agency. The wilderness encounters that lead things off are largely freeform, with different sorts of encounters keyed for different areas — but once more, no hexes. It's followed by a cavern crawl and an ancient artifact crawl.

Exploring Wildspace. This adventure is set entirely in the universe of Spelljammer. There are some Wildspace encounters at the start, but most of the adventure focuses on a new crystal sphere, Truespace, which is said to be immense, and the planet of Penumbra, which is the home of the illithids.

Spelljammer was often very scattered, with little attempt to create a cohesive universe. More adventures like "Dawn of the Overmind", which highlights the home sphere of one of Spelljammer's major races, could have been used to create a more coherent setting. Sadly, it was years too late.

Exploring the Great Wheel> Dawn of the Overmind is a very rare adventure that mixes together the newer mythology of Spelljammer with the older mythology of the Great Wheel, proving that they all fit in the same multiverse. Dawn of the Overmind thus moves from Truespace into the Ethereal Plane and reveals an ancient artifact there, the eponymous Overmind.

(These interlinked mythologies are another thing that could have added a lot to the Spelljammer setting.)

Monsters of Note. Despite the horror tropes found in the latter parts of Dawn of the Overmind, the illithids still remaining the science-fiction monstrosities that were seen in the earlier parts of the adventure trilogy. They genetically mutate races and they built mighty artifacts in space and in the ether. Though their god appears, he's a dead god, long abandoned by his people. There's also some nice background on the mind flayers: how they once were the rulers of an empire that spanned the entire multiverse!

The githyanki and the githzerai also get an origin story. They'd already been seen in the previous adventure as "forerunner" thralls: the servants of the illithids. Here, players can discover the "Tumerogenesis Tanks", where the illithids biogentically changed their thralls, making them aggressive and giving them psionic powers. Apparently, grimlocks, another Fiend Folio (1981) refugee, are also forerunner descendants.

This relation between the illithids, the githyanki, and the githzerai dates back to their original appearance of the latter two. The Fiend Folio (1981) states "The githyanki-githzerai warfare is curious since they are both offshoots of the original race released from mind flayer bondage under the leadership of Gith". Now, eighteen years later, their story was finally told.

Creator Charles Stross credits the origins of the idea to Larry Niven and The World of Ptavvs (1966), saying that it "features a psionic master/slave race relationship far in the past that nearly killed all the sapients in the galaxy when it turned hot".

NPCs of Note. Maanzecorian, an illithid god, appears in his fallen temple. The god is said to be dead, but players can fight his "much-weakened avatar". Maanzecorian debuted in DMGR4: Monster Mythology (1992) and his death was revealed in Dead Gods (1997) as part of the Tenebrous metaplot.

The book also has a few other NPCs of note, including ancient hero Arak and friendly illithid Strom, but they don't have the same importance to D&D mythology.

About the Creators. By 1998, Cordell had been writing D&D books for a few years. However, that was the year that his production really exploded. He authored a total of nine major releases in 1998, including all four mind flayer books and Return to the Tomb of Horrors (1998).

About the Product Historian

The history of this product was researched and written by Shannon Appelcline, the editor-in-chief of RPGnet and the author of Designers & Dragons - a history of the roleplaying industry told one company at a time. Please feel free to mail corrections, comments, and additions to

We (Wizards) recognize that some of the legacy content available on this website does not reflect the values of the Dungeons & Dragons franchise today. Some older content may reflect ethnic, racial, and gender prejudice that were commonplace in American society at that time. These depictions were wrong then and are wrong today. This content is presented as it was originally created, because to do otherwise would be the same as claiming these prejudices never existed. Dungeons & Dragons teaches that diversity is a strength, and we strive to make our D&D products as welcoming and inclusive as possible. This part of our work will never end.

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Discussions (4)
Customer avatar
Darrin D February 09, 2023 3:35 am UTC
I don't understand the $18.99 price on this. I have the PDF. There's nothing special about this that warrants the price. It's only 68 pages long, black and white interior, and there are two pages of color maps inside, which is no different than many of the D&D Basic modules that are available for half this price. I'm happy to spend hundreds of dollars on reprints, but I'm not OK with getting price gouged.
Customer avatar
Jeff H January 12, 2023 7:05 am UTC
Good choice for POD, but why only the third chapter of a trilogy? Wouldn't offering the first two as well make way more sense?
Customer avatar
Peter B January 12, 2023 1:00 pm UTC
Hopefully its a sign that the rest are on the way
Customer avatar
Darrin D February 09, 2023 4:12 pm UTC
Just like we've been waiting on the third module from the Saltmarsh series for over a year.
Customer avatar
Christopher T October 18, 2022 4:12 am UTC
Please POD this one. Along with A Darkness gathering, and Masters of Eternal Night.
Customer avatar
Charles A February 25, 2019 1:27 am UTC
This. This whole series. I began playing during 2E, this was the series I first began in and developed a lifetime hatred of Mind Flayers. You have to tinker with it a bit but it makes a unique adventure that you never really see anymore. Definitely recommend this and the other two in the series.
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