Strange and terrifying beasts from beneath the earth and sea, the Cthulhoi, (called Mindlfayers by men and Ilithid by Aelves) are an ancient and malevolent race.

The Cthulhoi (singular Cthulhu) began as vaguely humanoid creatures. They stood between six to seven feet tall, and weight between 150 and 250 pounds. Though they stood upright with two arms and two legs, they were born from cnidarian proto-vertebrates and did not have bones as such, rather a series of fluid filled sacks and chitinous outer membrances, covered with dense, powerful muscle. As such their movements were far mroe fluid and their forms could alter slightly according to situations. Their heads appeared more similar to the bodies of octopi than anything else, a great fleshy sac with a pair of foreward facing eyes and beak like mouths rimmed in four strong, suckerered and barbed tentacles. Their fingers were long and tenticular themselves, with inflatable sacs to give them the ability to make them jointed or not, likewise their exceedingly long toes. Their skin was covered in a thin layer of mucous necesitating they live close to or in the water, though they came equipped with both gills and lungs.

This, however, was before they came in contact with the Old Ones. The Old Ones were hyper-intelligent parasites that up until they came in contact with the Cthulhoi, resided in the bodies of the ante-diluvian fish monstrosities known as the Aboleth. Unspeakably ancient, the Old Ones saw that the world that was emerging was one which needed to exist above the waves and the Aboleth were singularly under equipped for forays onto the land.

Though warlike and primitive, the Old Ones saw great potential in the physical form and adaptability and over long millenia, through subterfuge and deception, infected and infilatrated the Cthulhoi, allowing the Aboleth to be exterminated in the process. Once fully insinuated into their new hosts the Old Ones wrested control. The Cthulhoi fought a long and fruitless war against what they took to be a dissident faction among their own number, never suspecting a parasitic worm was to blame. Now, the Cthulhoi are completely enslaves and dominated by their symbiotes and the two races have ceased to have a seperate history.

Since the inception of their combined race, they have become a society obsessed with aesthetics and their forms have altered accordingly. Chief among their aesthetic dictates is the defiance of symmetry which the Cthulhoi see as the tyranny of nature. As such they have found ways to induce deformities in themselves, strange pustules, delicate webbing or feathering or abberant, coral-like growths. They have made the shapes of their eyes irregular, made their tentacles lopsidedly muscular. They also have hardened their craniums in order to protect their parasitic brains which exist now as a growth on the much smaller brains of the host Cthulhu. The greatest and oldest of them have decided to eschew host bodies entirely, and live as vast brains conected into only the barest alien membrane and tentacle structure. They have also insinuated themselves into a number of related beings, now interdependant with the Cthulhoi.

As to be expected from their strange genesis, they do not breed true. Rather, having perfected, in their own mind, the host body genome, they simply bud new Cthulhoi who are raised in slave pits until adolescence, when they are exposed to the Old Ones and become members of the race in true.

Cthulhoi society, since the coming of the Dolotai has lived in the shadow of what they see as lesser races. Long-standing rivals of the aelves, they were nearly obliterated by the Dolotai and their aelven stewards. Forced from a vast empire of land and sea into the dark and forgotten crevices below the Wastes and Eiregheiz as well as the Maelstrom Vents and stranger underground seas, the Cthulhoi have brooded over their usurpation for millenia. In that time they have taken on the trappings of a pharonic society which worships their immortal pharoah, the oldest and most intelligent of the Old Ones.

The Pharoah, long since sunken into a deep dreaming from which only incomprehensible fragments of master plots escape, has become worthless as anything but cult object and the duty of governing society has fallen to three imperfect "sons" fragments of the master genome each representing a different aspect of the pharoah. Ramhotep, the eldest represents the pharoah's lust for conquest and battle. Ka, the middle child is a scholar of great reknown who has come to represnt the pharoah's desire for increasingly darker and more powerful knowledge. Sethi, youngest of the princes, represents the pharoah's desire to rule his own people, and, since the death of Ramhotep and dissapearence of Ka, has become the closest thing the Cthulhoi have to a secular leader. He struggles however against the priesthood of the Skittering One, an unfathomable god, completely alien in purpose who provides a path of mysticism and heavy ritual to supplement the messianic, pharonic faith.