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Baldur's Gate 3 has a wealth of character options, each with its own unique features. You can play anything from a Fighter to a Wizard while you attempt to figure out what the parasite in your head does. If these options aren't enough for you, there is also a hidden Illithid Power Skill Tree. Players can give into the Mind Flayer Parasite in their brains in exchange for additional abilities.
However, what are the costs of these powers? Are they dangerous? Keep reading for answers to these questions and a complete guide to unlocking, upgrading, and using your newfound Illithid Powers, as well as a complete list of the possible options.
Updated by Abigail Angell on August 22, 2023: To ensure that this article is as helpful to the reader as possible, links to articles on removing the Illithid Parasite and in-depth explanations of each ability have been added. Additionally, a portion of the article has been rewritten for clarity.
Using Illithid Powers & Consequences
While these powers are cool and very convenient, many players are rightfully asking whether they should use them. After all, we've been told all about how Mindflayers are evil and warned extensively about the dangers of these parasites.
What Happens If You Fail The Skill Check?
Using your Illithid Powers is associated with a skill check - most of these checks are Wisdom-based, but some use other abilities. While the DC for these checks is typically very low (several in Act 1 have a DC of 2) it is still possible to fail them.
When this happens, don't panic. As with every other skill check in the game, failing won't prevent you from progressing. You may need to fight the person you tried to manipulate, or they may just not like you anymore, but your save won't be beyond saving. This may not be what you imagined for your playthrough, but sometimes this is how the best stories are made.
How Do The Companions Feel About These Powers?
Some companions will be more enthusiastic about your new Mindflayer powers than others - Astarion and Gale are generally neutral or supportive. However, Lae'zel is vehemently opposed because of her people's war against Mindflayers.
For those companions who don't agree with your actions, you can persuade them to come around with skill checks. The DC will depend on your established relationship and their reasons for opposing the powers in the first place.
Can Using These Powers Have Other Consequences?
While you won't immediately see the negative consequences of using your newfound powers, there will be some for using them too often. It is currently unclear exactly how far you can push the skill tree before this happens, but Baldur's Gate 3 has an achievement called Ceremorphosis you can get by turning into a Mindflayer - take from that what you will.
How To Unlock The Illithid Skill Tree
To unlock the Illithid Skill Tree your character will need to succeed on three Illithid skill checks, then take a long rest. During this rest, you should receive a dream in which a person called The Guardian suggests you pursue this power. However, a different nighttime Cutscene can override it, causing you to need to long rest multiple times. If you agree with the person's suggestion in your dream (instead of maintaining your conviction to remove it), you can then consume Illithid parasites collected from various locations in the game (see the next section for a list). Consuming your first will then unlock the hidden skill tree. This can be accessed using the B key on the PC or the Character Info Panel in the Game Menu on PS5.
How To Upgrade Illithid Powers
Once you unlock the skill tree, you'll be able to see the possible progression of your powers. Upgrading Illithid powers requires consuming parasites from NPCs in the world. There are several known parasite locations.
- On Halsin's desk in the Druid Grove
- Flind the Gnoll Warlord's Body
- The True Soul Edowin's Body West of the Druid Grove Gate
- Priestess Gut's Body
- Minthara's Body
- True Soul Nere's Body
- Dror Ragzin's Body
- Fist Marcus' Body
- The Creche Hatchery (there are three at this location)
Once you've obtained the parasite, consume it to earn a skill point in the Illithid Skill Tree.
All Illithid Powers In Baldur's Gate 3
While you start by Reading Minds, there are a total of twenty-five Mindflayer powers you can unlock in the Illithid Skill Tree. These come in two tiers, with the first tier being required to unlock the second.
Tier One Powers
|
Power |
Effect |
Type |
|---|---|---|
|
Psionic Overload |
Attacks deal an additional 1-4 psychic damage, but you also take 1-4 psychic damage each turn. Lasts 10 turns and refreshes on a short rest. |
Action |
|
Transfuse Health |
Sacrifice half of your remaining hit points to heal a target for the same amount. |
Action |
|
Favorable Blessings |
The first attack roll or ability check you make against a target also gains a bonus equal to your proficiency bonus. |
Passive |
|
Force Tunnel |
Charge forward, pushing all objects and creatures away from you by four meters; does not provoke Opportunity Attacks. |
Action |
|
Concentrated Blast |
Can deal 3d6 psychic damage; you must be concentrating on another spell to cast this. If the target is also concentrating, you heal as much as the damage dealt. |
Action |
Tier Two Powers
|
Power |
Effect |
Type |
Prerequisite |
|---|---|---|---|
|
Charm |
Channel the dark allure of the tadpole to Charm an enemy that attacks you, preventing them from attacking you until their next turn. |
Action |
Favorable Beginnings |
|
Luck of the Far Realms |
When you make a successful Attack Roll against a foe, you can change that hit into a Critical Hit. |
Feature |
Favorable Beginnings |
|
Perilous Stakes |
Invest a creature within 9 meters with power that heals it 2d8 when it attacks for the next three turns, but also makes it Vulnerable to all damage. Recover on a Long Rest. |
Action |
Transfuse Health |
|
Shield of Thralls |
Conjure a volatile shield around yourself or an ally, granting the target 10 temporary hit points. If these temporary hit points are lost due to incoming damage, the shield bursts, possibly Stunning nearby foes for one turn. |
Action |
Transfuse Health |
|
Displace |
Creatures suffering Falling damage because of your actions take an additional 1~8 Psychic damage. |
Feature |
Force Tunnel |
|
Cull the Weak |
When you bring a creature down to fewer hit points than your number of evolved Illithid powers, it dies and all nearby creatures take 1-4 Psychic damage. |
Feature |
Concentrated Blast |
|
Psionic Backlash |
When an enemy within 9 meters casts a spell, you can use your reaction to inflict ld4 Psychic damage to the caster per the spell's level. |
Feature |
Concentrated Blast |
|
Ability Drain |
Once per turn, when you make an Attack Roll, the attack reduces that target's corresponding Ability by 1. The Ability that is reduced is the same as the one used to make the Attack Roll. For melee weapons, this is usually Strength, for ranged weapons usually Dexterity, and for spells usually your Spellcasting Ability. |
Feature |
Psionic Overload |
|
Stagefright |
Your targets have Disadvantage on Attack Rolls and take 2d6 Psychic damage each time they miss for the next 3 turns. Targets overcome their Stage Fright early when they succeed on an Attack Roll. |
Action |
Psionic Overload |
|
Psionic Dominance |
When an enemy within 18m targets you with a spell of a Level that is lower than or equal to your Proficiency Bonus, you can use your reaction to nullify the spell. |
Feature |
Charm Astral-Touched Tadpole |
|
Absorb Intellect |
Gobble up a foe's intellect, lowering their Intelligence by 1 per turn and healing your wounds by 1d8 for 5 turns. |
Action |
Perilous Stakes Astral-Touched Tadpole |
|
Mind Sanctuary |
Sculpt a magical nexus that allows those within to take Actions and Bonus Actions interchangeably. |
Action |
Psionic Backlash Astral-Touched Tadpole |
|
Fracture Psyche |
Invade a target's mind and disrupt its defenses for 5 turns. The target's Armor Class is reduced by 1. If the target dies while its psyche is fractured, you can cast Shatter Psyche on another target. |
Action |
Ability Drain Astral-Touched Tadpole |
|
Black Hole |
You are part of a greater whole. Concentrate on your connection to teleport to another tadpole-infected creature. |
Feature |
Displace Astral Touched Tadpole |
|
Mind Blast |
Spew forth a conical wave of 4d8+5 psychic energy and possibly Stun targets within for 1 turn |
Action |
Cull the Weak Astral-Touched Tadpole |
|
Illithid Expertise |
You have deepened your sense of self, gaining Expertise in Persuasion, Deception, and Intimidation Checks. |
Feature |
Luck of the Far Realms Astral-Touched Tadpole |
|
Repulsor |
Push anything and anyone back 6 meters, causing them to take 2d6 Force damage. On Save: Targets still take half damage. |
Action |
Force Tunnel |
|
Freecast |
You have discovered a marvelous adaption within yourself. Spell slots, charges, and similar resource costs for your next action or spell are removed. Refreshes after a Short or Long rest. |
Feature |
Shield of Thralls Astral-Touched Tadpole |
|
Displacer Beast Shape |
Transform into a displacer beast once per Long Rest that can Displace itself and enemies, and has 85 hit points. You take on the attributes of a Displacer Beast but maintain your Intelligence, Wisdom, and Charisma scores. When your displacer beast form drops to 0 hit points, you revert to your original form. |
Action |
Stage Fright Astral-Touched Tadpole |
|
Fly |
Fly to a target position up to 18 meters away. |
Action |
Repulsor Astral-Touched Tadpole |