Aboleth Aboleths ( ÆB - o - leths ) were a race of malevolent , eel - like aberration s with potent psionic abilities . Description . Aboleths were fish - like amphibians of immense size , often reaching 20 feet ( 6 . 1 meters ) in length and weighing up to 6 , 500 pounds ( 3000 kilograms ) , though they continued to grow as they aged and some fantastically ancient specimens might reach 40 feet ( 12 . 2 meters ) in length . They resembled a bizarre eel , with long , tubular bodies , as well as a tail at one end and two fins near the head and another along the back . Aboleths ' mouths were lamprey - like , filled with serrated , jawless teeth . Aboleth bodies were also segmented , like a worm or insect . Aboleth underbellies were often orange - pink , while their topsides were typically sea - green . A little bit back from the head were four long tentacles , two sprouting from across each other on the top , and two more of the same on the underbelly . Their heads were roughly triangular - shaped , with a spherical , somewhat beak - like nose . Above the nose were their three eyes , each one set atop the other . Tendrils and a few shorter tentacles dangled from the bottom of the head . Four blue - black slime - secreting orifices lined the bottom of their bodies . Aboleth blood was green and thick , oozing like sap . Aboleths breathed through a thick gray mucus - like substance , which covered their body and which they exuded from four pulsating organs along their body as they moved . If robbed of the ability to exude this slime , an aboleth would suffocate in water or on land alike . As such , an aboleth had to take care of its mucus . Out of the water , an aboleth ' s membrane - like skin dried out quickly , but this did not prove fatal in and of itself . Instead , the aboleth would eventually enter a state of suspended animation , called long dreaming , a fate considered far worse than simply dying amongst aboleths . During this process , the so - hampered aboleth formed a tough , waterproof membrane . However , if this membrane was pierced , liquid flooded out and death was usually not far off for the aboleth . Aboleths did not die of old age and so lived on indefinitely , barring violence or disease . Abilities . Aboleths had powerful psionic powers and were natural psion s like mind flayer s and many other denizens of the Far Realm . However , aboleths had a much more fearsome ability , the capacity to secrete a viscous gray fluid , much like mucus , which brought about a terrible transformation in air - breathing creatures so unfortunate as to be caught in the stuff . The skin of the victim was transformed into a membrane that allowed it to breathe in water , and changed the creature ' s consciousness to that of a mindless servant . This allowed aboleths to keep slaves , known as aboleth servitor s , which they dominated and kept captive through their mind . Only the most powerful aboleths could do this , however , completing the process through a powerful ritual . Another strange feature of aboleths was their memory . An aboleth was born with a racial memory , each individual inheriting the memories of its ancestors . Furthermore , it assimilated the memories of those it consumed . Each aboleth ' s memories were stored within an ever - growing part of its brain that extended down its back as it aged . Aboleths enjoyed spending time lost in particularly fine memories of their ancestors , and if they had nothing better to do , they might relive entire portions of their forebears ' lives . Aboleths were all hermaphroditic , possessing both male and female reproductive organs . When aboleths bred , they did so in private , laying roughly three to nine eggs once every five years . When laid , the eggs gestated for the same five years before hatching into fully functional aboleths . Although these young aboleths were , for all intents and purposes , adults in all but size , they typically remained with their parent for roughly a decade , obeying the elder aboleth without question before setting out on their own . Psychology . Aboleths were both extremely cruel and highly intelligent . As a result , they were among the most dangerous foes that existed in the multiverse . Holders of many terrible secrets thanks to their unique racial memory , aboleths were born fully aware and with all the memories of their ancestors , making even the youngest aboleth a frighteningly deadly predator . They were well aware of their weaknesses , however , and would not attack land - bound foes if they considered it to their disadvantage . Aboleths were utterly self - centered as a race ; they knew they were among the first beings in existence , and saw all things as theirs , having a particular loathing for land - dwelling creatures . Their enmity towards other races stemmed in part from their perception that these " upstart " races had stolen what was rightfully the aboleths ' . All that stopped them from conquering the surface was their weakness on land ( though an aboleth was always a fierce opponent ) and the fact that they would rather enjoy themselves than waste time subduing feeble creatures such as humans . By contrast , they were greatly unsettled by the similarly powerful mind flayer s , in part because they lacked knowledge of the race ' s precise origins . Wholly alien but dangerously intelligent , aboleths were among the most powerful creatures in all of the known multiverse and , although often removed from human affairs , they did not hesitate at any point to kill or use any unfortunate mortals who crossed their path . Culture . Aboleth society was utterly alien in many ways to that of more familiar races , in part due to the racial memory all aboleths exhibited as well as their generally bizarre psyches . Some aboleths formed clusters known as " broods " , ruled over by powerful " overseers . " These broods were often accompanied by aboleth servitors or other minions , such as the kuo - toa who were known to sometimes serve the race . Aboleths had no god s that they worshiped . While they acknowledged the presence and power of gods , they had memories of a time long before any modern gods were worshiped and recalled such gods ' birth and often demises within their own lifetimes . They were not concerned with an afterlife since their perspective on death was to consider it a failure and they intended to live forever . Aboleths did , however , have a certain respect that sometimes approached reverence for the powerful beings known as elder evil s . Aboleths used the term " boorm " ( meaning " flow " ) to indicate a period of time . Homelands . Like most aberrant creatures , aboleths were originally from the Far Realm , though long ago many of them emigrated from the distant plane to the Prime Material Plane , where they settled in the Underdark . There , the vast majority of Toril ' s aboleths dwelled , though they could be found elsewhere , most commonly haunting ruins , deep lakes , or old temples . In some of these places , the kuo - toa foolishly served them . Aboleth cities were vast affairs of bizarre and alien architecture , located deep underwater . The Shape of Water , located in the Underdark ' s Glimmersea , was the largest known aboleth city and was the main place the leaders of the race resided and held council . Aboleths originally came to Toril when the world was young . The ancient obelisk - shaped city of Xxiphu plummeted to the world and settled deep in the earth ' s crust , below what was later the Sea of Fallen Stars . The oldest known aboleth and possibly the progenitor of the entire species , the Eldest , was an enormous creature that rested atop the city like a throne . The ancient aboleths of Xxiphu formed an organization called the Abolethic Sovereignty . Before 1479 DR , they were roused from a period of hibernation that spanned millennia , and the city of Xxiphu rose above the Sea of Fallen Stars and conquered territory for the Sovereignty .