Baldur's Gate 3 Illithid Powers Explained

Illithids are very interesting, they can communicate telepathically and destroy their enemies brains with their psychic powers. If you want to become one of these Mind Flayers in Baldur's Gate 3, you've come to the right place. Here you'll find all the information you need, from how you become one to all abilities you can gain.

BG3 Illithid
Baldur's Gate 3 Illithid. | © Larian Studios

Illithids, aka Mind Flayers, are a unique type of monster in DnD that infect other creatures brains and turn them into Illithids. In this way they spread like parasites. They can talk telepathically and use their mind to harm others.

The fun thing is that you can become an Illithid in Baldur's Gate 3 by consuming Illithid tadpoles. Sounds awful, but you gain special powers. These are all the special Illithid Powers you can unlock in BG3.

Become an Illithid in Baldur's Gate 3

Now, as we already know from DnD, the Illithid send their babies (parasites also called tadpoles) to their victims and let them eat their brain bit by bit. In Baldur's Gate 3 it works much the same.

If you choose to consume these tadpoles then you turn further and further into an Illithid, but in exchange you get special powers.

You won't be able to convert your group into Mind Flayers from the very beginning, and there are also some characters who simply can't become Mind Flayers. And honestly, you might not even want your whole group to turn into Mind Flayers.

Here are the key things to know about the process:

  • You gain access to the skill tree as soon as you consume three parasites. There are a few opponents that can drop these tadpoles. With each one of them, you get a point you can buy abilities from (once the Illithid Powers skill tree has been unlocked). You can find a list of the Mind Flayer Specimens at the end of this article,
  • Once you have consumed enough, open your Illithid Powers skill tree with "B". Now you will find Tier 1 and Tier 2 Powers. You need to get Tier 1 Powers (closer to the center) to unlock Tier 2 Powers.
  • Use your points wisely since they can only be used to upgrade a single character.
  • Jaheira and Halsin, as well as some others, can't become Mind Flayers since they can't host the parasites.

Those were the key points to remember, now let's check out those Illithid Powers.

Baldur's Gate 3: Illithid Powers

As mentioned, there are two tiers of powers, with the first tier eventually unlocking the abilities from the second. Here we will give you a list of all Illithid Powers:

Tier 1:

  • Psionic Overload (active) - Attacks deal an additional 1-4 psychic damage, but you also take 1-4 psychic damage each turn.
  • Favorable Blessings (passive) - The first attack roll or ability check you make against a target also gains a bonus equal to your proficiency bonus.
  • Force Tunnel (active) - Charge forward, pushing all objects and creatures away from you by four meters; does not provoke Opportunity Attacks.
  • Concentrated Blast (active) - Can deal 3d6 psychic damage + 3d6 conditional 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.
  • Transfuse Health (active) - Sacrifice half of your remaining hit points to heal a target for the same amount.

Tier 2:

  • Ability Drain (passive) - Once per turn when you make an attack roll, the attack reduces the target's ability by 1 point. The ability that's reduced corresponds to your attack (i.e., melee for STR, ranged weapons for DEX, and spells affect WIS, INT, or CHA).
  • Luck of the Far Realms (passive) - When you make a successful attack roll, you can change that to a critical hit.
  • Charm (active) - Charm an enemy to prevent them from attacking you until the next turn; uses a reaction.
  • Displace (passive) - Creatures that suffer fall damage due to your actions take 1-8 psychic damage.
  • Repulsor (active) - Deals 2d6 force damage and pushes your target back by six meters.
  • Cull the Weak (passive) - Bringing an enemy down to fewer HP than your unlocked Illithid Powers automatically kills it; also deals 1-4 psychic damage to nearby creatures.
  • Psionic Backlash (passive) - When an enemy within nine meters casts a spell, you can use your reaction to inflict 1d4 psychic damage per spell level.
  • Shield of Thralls (active) - Conjure a shield that gives a target 10 temporary HP; if the shield breaks, it can stun nearby enemies.
  • Perilous Stakes (active) - Empower a target to also heal whenever it attacks, though it also becomes vulnerable to all types of damage.
  • Stage Fright (active) - Targets have a disadvantage on attack rolls, and they take 2-12 psychic damage whenever they miss; this is overcome if they succeed in an attack roll.
  • Psionic Dominance (passive) When an enemy within 18 m 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.
  • Absorb Intellect (active) Deals 1d8 damage; Gobble up a foe's intellect, lowering their Intelligence by 1 per turn and healing your wounds for 5 turns.
  • Mind Sanctuary (active) Sculpt a magical nexus that allows those within to take actions and bonus actions interchangeably.
  • Fracture Psyche (active) Invade a target's mind and disrupt its defences. The target's Armour Class is reduced by l. If the target dies while its psyche is fractured, you can cast Shatter Psyche on another target.
  • Black Hole (passive) You are part of a greater whole. Concentrate on your connection to teleport to another tadpole-infected creature.
  • Mind Blast (active) Deals 4d8+5 psychic damage; Spew forth a conical wave of psychic energy and possibly Stun targets within.
  • Illithid Expertise (passive) You have deepened your sense of self, gaining Expertise in Persuasion, Deception, and Intimidation Checks.
  • Freecast (passive) You have discovered a marvellous 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.
  • Displacer Beast Shape (active) Transform 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.

It's going to be hard to say no...

Illithid Class Powers

In addition to the Illithid Powers, each class get's its own unique Illithid Power, as shown in the list:

  • Barbarian: Endless Rage - Deal +1d4 damage with each attack while Rage is active; receive +1d4 damage each turn; prevents Rage from prematurely ending, since you're guaranteed to take damage.
  • Bard: Stage Fright - AoE effect where enemies have a disadvantage on attack rolls, and they also take damage when they miss; targets can overcome this effect once they succeed in an attack roll.
  • Cleric: Survival Instinct - Heals for +3d4 HP if an ally reaches zero HP, preventing them from becoming unconscious.
  • Druid: Aberrant Shape - Shapeshift into an Intellect Devourer that can deal psychic damage.
  • Fighter: Psionic Pull - Pull one creature or object toward you.
  • Paladin: Fracture Psyche - Decrease your target's Armor Class (AC) by -1 point.
  • Ranger: Force Tunnel - Charge and push away all objects and creatures along your path.
  • Rogue: Inkblot - Create a cloud of magical darkness and immediately activate Hide.
  • Sorcerer: Horrific Visage - Deal +1d4 damage for three turns to terrify a creature; gain +2 Sorcery Points.
  • Warlock: Supernatural Attraction - Teleport to another infected creature.
  • Wizard: Reflective Shell - Reflects all projectiles that target you for two turns.

All of these powers are very strong, although we particularly love the Cleric's.

Where To Find The Mind Flayer Parasite Specimen

As mentioned above, here you find a list of the Mind Flayer Parasites Specimen to find on the map:

  • At Brynna's Mate, close to the Druid Grove
  • Defeat the Goblins Leaders High Priestess Gut, Dror Ragzlin and Minthara at the Shattered Sanctum and The Goblin Camp
  • Defeat True Soul Nere at Grymforge
  • Defeat the Flaming Fist Marcus in the Last Light Inn
  • Defeat Flind, the Gnoll Warlord at the Risen Road
  • There are three Parasites at the hatchery Creche Y'llek
  • One is at the Dead True Soul in the Forest (X:139, Y:444)

And that was our guide to Illithi Powers in Baldur's Gate 3. We hope you found it helpful.

This article contains affiliate links which are marked with [shopping symbol]. These links can provide a small commission for us under certain conditions. This never affects the products price for you.