The release version of BG3 introduces a host of new Baldur’s Gate 3 Mind Flayer powers for players. Give in to the mysterious powers of your tadpole, and you’ll unlock a secret Baldur’s Gate 3 skill tree that lets you perform supernatural feats of manipulation, healing, psionics, or damage-dealing – you can even turn into a literal Displacer Beast.
Below you’ll find everything we’ve found out about these mysterious Illithid powers. Our Baldur’s Gate 3 review is still in progress, so we’ll be keeping an eye out or any other Mind Flayer secrets while we march on towards reaching the BG3 max level.
If you need more hints and tips, hop on over to our Baldur’s Gate 3 races, Baldur’s Gate 3 classes, and Baldur’s Gate 3 romances guides. If you’re looking to adventure with friends, make your life easier by reading our guide to playing Baldur’s Gate 3 co-op.
How to unlock Baldur’s Gate 3 Mind Flayer powers
You and your party aren’t the only people in the world with tadpoles in their head. As you naturally progress through the early parts of Baldur’s Gate 3, you’ll come across dead bodies with tadpoles still in-tact. A cutscene informs you you’re craving this parasite – go along with these desires, and you’ll be asked to absorb a second tadpole.
Doing so unlocks a brand new skill tree, which can be accessed for the rest of the game. Spending a tadpole you’ve picked up on a certain slot unlocks a new power. Lucky for you, these parasites can be found all over the place in Baldur’s Gate 3 – so be prepared to check every nook, cranny, and corpse you come across.
Baldur’s Gate 3 Mind Flayer skill tree
Larian says there are 25 Mind Flayer abilities, and each parasite you consume unlocks one new skill. You’ll find these parasites across the Forgotten Realms in jars and the brains of other Mind Flayer victims.
The player character also doesn’t have to be the only person munching on tadpoles – if you can talk them into it, other party members can access the powers too.
Only a handful of Illithid powers are unlocked when you first access the skill tree. If you want to nab some really powerful abilities, you’ve got to give more of yourself over to the tadpoles.
The cost? Devour as many squishy parasites as you can find, and avoid meeting the eyes of the Baldur’s Gate 3 companions who don’t approve of your actions. Everyone has different feelings on the subject – Shadowheart is suspicious, while Astarion seems fully game.
Oh, plus you might actually turn into a hybrid Mind Flayer monster. The exact complications of these experiments remain a surprise.
Here’s all the Illithid powers we’ve come across so far:
| Name | Description | Action | Damage |
| Transfuse Health | Sacrifice half your remaining hit points to heal a target for the same amount. | Action | – |
| Psionic Overload | Your attacks deal 1d4 Psychic damage, but you take 1d4 Psychic damage every turn for 10 turns. | Action | 1-4 |
| Concentrated Blast | You must be concentrating on a spell to cast this. If a target is concentrating, you heal as much damage as you deal to it. | Action | 6-36 |
| Force Tunnel | Charge forward, pushing all objects and creatures in your path 4m away from you. Doesn’t provoke opportunity attacks. | Action | – |
| Favorable Beginnings | The first Attack Roll or Ability Check you make against any target gains a bonus equal to your proficiency bonus. | – | – |
| Luck of the Far Realms | When you make a successful Attack Roll against a foe, you can change that hit into a Critical Hit | – | – |
| Charm | Charm an enemy that attacks you, preventing them from attacking you until their next turn. | Reaction | – |
| Displace | Creatures suffering Falling damage because of your actions take an additional 1 – 8 Psychic damage | – | 1-8 |
| Repulsor | Push anything and anyone back 6m. | Action | 2-12 |
| 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. | – | 1-4 |
| Psionic Backlash | When an enemy within 9m casts a spell, you can inflict 1d4 Psychic damage to the caster per the spell’s level. | Reaction | 1-4 per level |
| Shield of Thralls | Grant a target 10 temporary hit points. | Action | – |
| Perilous Stakes | Invest a creature with power that gives it 2d8 healing when it attacks, but also makes it Vulnerable to all damage. | Action | – |
| Stage Fright | For three turns, targets have Disadvantage on Attack Rolls and take 2-12 Psychic damage when they miss. | Action | 2-12 |
| Ability Drain | Once per turn, when you make an Attack Roll, the attack reduces that target’s corresponding ability by one. The ability reduced is the one used to make the Attack Roll. | – | – |
Want to make an even more powerful BG3 character? Our DnD character builds might give you some inspiration. The DnD classes and DnD races have a lot in common with those found in Baldur’s Gate, so learning more about them will help you maximize your party’s potential.