An Illithid that has freed himself from the hivemind in Baldur's Gate 3.

Baldur’s Gate 3: Complete Illithid Powers Guide

Embrace your inner mind flayer.

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Carley is a professional JP-EN translator and writer currently based in Des Moines, Iowa. She has written hundreds of articles for popular sites such as Siliconera, Gameranx, and Otaquest, and has been playing games nonstop since 1996.

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Reyadh is a writer of fantasy, horror, and science fiction who loves to play video games full of monsters and magic. When he's not scribing unique and unrelenting speculative fiction or slaying demons in virtual worlds, he is writing strategy guides to help others reach their gaming goals.

Key Takeaway

Illithid Powers are linked to the Tadpole in the main character and Companion’s heads. After using the Illithid dialogue options a few times, you’ll be visited by a stranger in your dreams who will explain how to harness your mind flayer powers.

As you explore the world of Baldur’s Gate 3, you’ll come across Tadpoles. Each of these can be used to unlock new abilities on the Illithid Powers skill tree. Accepting these Powers may upset some of your Companions, but doing so can greatly help you in battle.

Baldur’s Gate 3 allows players and their companions to tap into unique Illithid powers during their playthrough. As powerful as they may be, it can be nerve-wracking to welcome even more mind flayer parasites into your already-infected brain. What are the consequences of unlocking these abilities?

Table Of Contents

    What Are Illithid Powers?

    Illithid Powers are special abilities linked to the mind flayer tadpole implanted in the heads of the main character and their Companions at the start of Baldur’s Gate 3. Also called Tadpole Powers, these unique capabilities can greatly increase your character’s survivability during your playthrough.

    There are many kinds of Illithid Powers, ranging from additional healing abilities and increased damage against enemies to bonuses to Ability Checks. Stronger Powers include the ability to fly and the removal of resource costs for actions or spells.

    How to Unlock Illithid Powers

    As you interact with other characters, you’ll occasionally be offered an Illithid dialogue option. After selecting this option and successfully passing the relevant Ability Skill checks a few times, you’ll meet a peculiar stranger in your dreams. This Dream Visitor gives you the option to tap into your Illithid Powers, explaining that to unleash your full potential, you’ll need to find other Tadpoles on your journey.

    The Illithid Power skill tree can be accessed by clicking the Tadpole icon at the top right of your screen. Each Illithid Power costs one Tadpole to unlock, and these slimy creatures can be obtained by finding them around the world or by defeating infected enemies.

    The Illithid Powers screen for the main character in Baldur's Gate 3 after unlocking a few powers.

    Some Illithid Skills can only be unlocked by fulfilling a certain prerequisite. All Skills, however, are available to all races and classes. Each infected Companion will have their own Skill Tree, allowing you to prioritize different Skills for different characters.

    About the Astral-Touched Tadpole

    At the start of Act 3, your camp will be assaulted by Githyanki warriors as you sleep. You’ll be given three turns to reach a portal leading you to safety. Failing to do so will result in your full transformation into a mind flayer, which isn’t ideal.

    Once inside the portal, you’ll need to defeat four Githyanki warriors to keep the Absolute at bay. Following this, you’ll be given the Astral-Touched Tadpole, which gives your Illithid Powers a major boost.

    An Astral-Touched Tadpole in a player's inventory in Baldur's Gate 3.

    Choosing to open your mind to the Tadpole will unlock the final tier of Illithid Powers and will automatically unlock every power in the first tier, including the ability to fly. It also makes it possible for you to convince your Companions to accept the change. Some will be more receptive than others.

    Opening your mind to the Astral-Touched Tadpole will also cause your character’s face to be permanently marred by black veins. If you’re focused on cosmetics, tread carefully.

    If you’re feeling greedy, you can choose to eat the Tadpole. This will have the same effect on your character as opening your mind to it, but you’ll be unable to offer it to your Companions.

    If you’re struggling with this major decision and want more time to ponder, you can choose to refuse the Tadpole. This will add it to your inventory, allowing you to freely make your choice later. If you’re adamant about your decision not to accept this boon, you can stomp on the Tadpole.

    All Illithid Powers

    We’ve compiled a list of all 25 Illithid Powers in Baldur’s Gate 3, along with any prerequisites you’ll need. When looking at your skill tree, Powers with grey icons are passive skills. Red icons indicate active skills.

    Power NameDescriptionTypePrerequisiteRecharge
    Favorable BeginningsThe first Attack Roll or Ability Check you make against any target gains a bonus equal to your Proficiency bonus.FeatureNoneN/A
    Force TunnelCharge forward, pushing all objects and creatures in your path 4m away from you.ActionNoneShort Rest
    Concentrated BlastYou must be concentrating on another spell to cast this. If the target was concentrating, you heal as much as the damage that was dealt to it.

    The spell you were concentrating on will end.
    ActionNonePer Turn
    Psionic OverloadYour attacks deal an additional 1~4 Psychic damage, but you take 1~4 Psychic damage every turn.ActionNoneShort Rest
    Transfuse HealthSacrifice half your remaining hit points to heal a target for the same amount.ActionNoneN/A
    CharmChannel the dark allure of the tadpole to Charm an enemy that attacks you, preventing them from attacking you until their next turn.ReactionFavorable BeginningsN/A
    Luck of the Far RealmsWhen you make a successful Attack Roll against a foe, you can change that hit into a Critical Hit.ReactionFavorable BeginningsLong Rest
    Perilous StakesInvest a creature with power that heals it when it attacks, but also make it Vulnerable to all damage.ActionTransfuse HealthLong Rest
    Shield of ThrallsConjure 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.ActionTransfuse HealthShort Rest
    DisplaceCreatures suffering Falling damage because of your actions take an additional 1~8 Psychic damage.FeatureForce TunnelN/A
    Cull the WeakWhen 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.FeatureConcentrated BlastN/A
    Psionic BacklashWhen an enemy within 9m casts a spell, you can use your reaction to inflict ld4 Psychic damage to the caster per the spell's level.ReactionConcentrated BlastN/A
    Ability DrainOnce 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.
    FeaturePsionic OverloadPer Turn
    Stage FrightYour targets have Disadvantage on Attack Rolls and take 2~12 Psychic damage each time they miss. Targets overcome their Stage Fright early when they succeed an Attack Roll.ActionPsionic OverloadShort Rest
    Psionic DominanceWhen 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.ReactionCharm

    Astral-Touched Tadpole
    Absorb IntellectGobble up a foe's intellect, lowering their Intelligence by 1 per turn and healing your wounds for 5 turns.ActionPsionic Backlash

    Astral-Touched Tadpole
    Short Rest
    Mind SanctuarySculpt a magical nexus that allows those within to take actions and bonus actions interchangeably.ActionPsionic Backlash

    Astral-Touched Tadpole
    Fracture PsycheInvade a target's mind and disrupt its defenses. The target's Armor Class is reduced by l. If the target dies while its psyche is fractured, you can cast Fracture Psyche on another target.ActionAbility Drain

    Astral-Touched Tadpole
    Short Rest
    Black HoleCreate a point of intense gravity that pulls in all nearby enemies and possibly Slows them. Five more black holes can be summoned after this spell's initial casting. Afterwards, you must Short Rest before casting it again.FeatureDisplace

    Astral-Touched Tadpole
    Mind BlastSpew forth a conical wave of psychic energy and possibly Stun targets within.ActionCull the Weak

    Astral-Touched Tadpole
    Long Rest
    Illithid ExpertiseYou have deepened your sense of self, gaining Expertise in Persuasion, Deception, and Intimidation Checks.FeatureLuck of the Far Realms

    Astral-Touched Tadpole
    RepulsorPush anything and anyone back 6m.
    On Save: Targets still take half damage.
    ActionForce TunnelShort Rest
    FreecastYou 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.FeatureShield of Thralls

    Astral-Touched Tadpole
    Short or Long Rest
    Displacer Beast ShapeTransform into a displacer beast 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.ActionStage Fright

    Astral-Touched Tadpole
    Long Rest
    FlyFly to target position.ActionReplusor

    Astral-Touched Tadpole

    Should You Use Illithid Powers in Baldur’s Gate 3?

    Unlocking Illithid powers in Baldur’s Gate 3 isn’t mandatory, and the decision to do so is completely up to you. Even if you collect a sizeable amount of Tadpoles, you’re not obligated to use them. If your character is focused on being a good person, aligning yourself with a mind flayer might be a tough sell from a roleplaying perspective.

    For many, the most frightening part of accepting Illithid Powers is the possibility of transforming into a mind flayer yourself. Fortunately, it’s easy to avoid this by disobeying any orders aligning with the Absolutist’s goals, regardless of how many Powers you’ve unlocked.

    The Emperor, an Illithid character in Baldur's Gate 3.

    Illithid Powers can help to avoid difficult fights and can be useful for uncovering secrets and hard-to-find places. Some of your Companions will disapprove if you decide to accept the powers of a mind flayer with open arms, but most can be reasonable in this regard.

    If you’re not afraid to experiment with the dark side, tapping into Illithid Powers can make you more powerful and reveal a unique side of Baldur’s Gate 3‘s story. When pairing these abilities with your character’s Skills and Feats, they can quickly become a critical part of your arsenal.

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