BG3 Illithid Powers Guide

Welcome to our comprehensive guide about the Illithid Powers in Baldur’s Gate 3.
This guide will explain everything you need to know about BG3’s Illithid Powers in detail, including what they are, what they do, and how you can unlock them. Please note that this guide contains some spoilers for the story in BG3 – this is unavoidable because Illithid Powers are tied to the story and its progression.
Table of Contents:
- What Are Illithid Powers?
- How Are Illithid Powers Unlocked?
- All Illithid Parasite Locations
- Illithid Powers Complete List
What Are Illithid Powers in BG3?
Illithid Powers are special, and (mostly) optional powers that your characters can unlock in Baldur’s Gate 3. These powers come from your Mind-Flayer Tadpole which your character is infected with in the opening cutscene, so only characters who are Tadpoled can use Illithid Powers. This exempts characters like Halsin and Jaheira, as well as the Hirelings that can be added to your party by Withers.
Growing your Illithid Powers involves consuming Mind Flayer Parasite Specimens. Each consumed parasite gives you a point that can be spent on unlocking new Illithid Powers. However, the side-effect is that this process makes your character stronger and gradually makes your character less human. As a result, some characters are reluctant to consume Mind Flayer Parasites:
- Gale and Astarion are willing to consume Mind Flayer Parasites, needing no persuasion.
- Minthara is willing to consume the Parasites, and has already done so before the party meets her – she begins with some Illithid Powers already unlocked.
- Shadowheart, Lae’zel, Karlach and Wyll are initially unwilling to consume the Mind Flayer Parasites. They can be talked around with a Persuasion roll. If you fail the Persuasion, you get another chance in Act III.
How Are Illithid Powers Unlocked in BG3?
Your first Illithid Power is Illithid Persuasion, something you will encounter fairly early in Act I. This allows you to use your Tadpole’s power to get an easy success on persuasion checks against Absolute Cultists. You will unlock this passive feature in every playthrough, and there’s no way to avoid it. However, all further Illithid Powers need to be unlocked before you can use gain access to them, and you can choose to completely avoid them.
As you progress through the game, you will find Mind-Flayer Parasite Specimens. They commonly drop from more powerful servants of the Absolute. Your character can consume one to gain a point. Open the Illithid Powers menu to spend your points.
The outermost ring of powers are initially locked. To unlock them, you need to become a Partial-Illithid by consuming the Astral-Touched Tadpole that is offered to you near the end of Act II.
The most powerful Illithid Powers are reserved for Full Illithids. You have the option to undergo a full Illithid transformation near the end of Act III, granting access to very powerful abilities for the remainder of the game, at the cost of completely transforming your character into a Mind Flayer.
All Illithid Parasite Locations in BG3
Below are all of the available Illithid Parasite Specimens available in BG3. Each consumed specimen will grant 1 point for unlocking Illithid Powers.
Act I
- Defeat and Loot Absolute Leaders
- Loot from the world
- Quest Rewards
Act II
- Defeat and Loot Characters
- Adept Merim
- Disciple Z’rell
- Fist Marcus
- Linsella
- Zealot Malik
- Zealot Krizt
- Isobel (only if she was abducted from Last Light Inn)
- Loot from the world
- Two specimens in the Zhentarim Shipping Crate at Moonrise Towers Docks
- Succeed a Perception Check at the Brine Pool in the Mind Flayer Colony
- Quest Rewards
- Complete Capture Isobel the Selunite Cleric
- Allow Balthasar to transport Nightsong to Moonrise Towers
Act III
- Defeat and Loot Characters
- Avery Sonshal in Felogyr’s Fireworks
- Sally Flymm in Flymm’s Cobblers
- Dravo Flymm in Flymm’s Cobblers
- Manip Edenosa in Bloomridge Park
- Churg Elvek at Grey Harbour Docks
- Fist Mibbs at the Upper City Entrance
- Fist Healer Darbonna at the Upper City Entrance
- Loot from the world
- Found on a barrel at Rivington Docks
- Two in storage on a ship in Rivington’s Western Beach
- In a Gilded Chest on the top floor of Wyrm’s Rock Fortress
- Mind Flayer Brain found in the basement of the Abandoned Windmill in Rivington
- On a table at Sorcerous Sundries
- The Blushing Mermaid basement, next to the gnarled cauldron
- In the flooded room in the Iron Throne
- On a desk on the second floor of the Lodge
- On a table in the Sanguine Laboratory, accessible via the cellar of Crimson Draughts
- In High Security Vault no. 6 in the Counting House
- Six Specimens in a Cargo Shipment on a ship east of the Steel Watch Foundry. The shipment is disguised as some Wooden Trunks.
- On a table in the lab of the Steel Watch Foundry
All Illithid Powers in BG3
Below are three lists of Illithid Powers available in Baldur’s Gate 3. The first list is of standard Illithid Powers, unlockable with only Parasite Specimens. The second list has Elite Illithid Powers, which are only available for Partial-Illithids. Finally, we have the Full Illithid Powers, which replace their lesser versions and are automatically unlocked by characters who undergo a full transformation.
Standard Illithid Powers
Illithid Power | Prerequisite | Description |
---|---|---|
Illithid Persuasion | Automatically Unlocked in Act I | You can use your connection to the parasite in your brain to force cultists of the Absolute to obey you. |
Favorable Beginnings | Illithid Persuasion | The first Attack roll or Ability check you make against any target gains a bonus equal to your Proficiency Bonus. |
Force Tunnel | Illithid Persuasion | Charge forward, pushing all objects and creatures in your path 4 m away from you. |
Concentrated Blast | Illithid Persuasion | Deal 3d6 Psychic damage. You 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. |
Transfuse Health | Illithid Persuasion | Sacrifice half your remaining hit points to heal a target for the same amount. |
Psionic Overload | Illithid Persuasion | Your attacks deal an additional 1d4 Psychic damage, but you take 1d4 Psychic damage every turn |
Luck of the Far Realms | Favorable Beginnings | When you make a successful Attack roll against a foe, you can change that attack into a Critical Hit. |
Charm | Favorable Beginnings | Channel the dark allure of the tadpole to Charm an enemy that attacks you, preventing them from attacking you until their next turn. |
Displace | Force Tunnel | Creatures suffering Falling damage because of your actions take an additional 1d8 Psychic damage. |
Repulsor | Force Tunnel | Push anything and anyone back 6 m. Deals 2d6 Force damage. Targets take half damage if successful on save. |
Cull the Weak | Concentrated Blast | When you bring a creature down to fewer hit points than your number of evolved illithid powers, it dies and all nearby creatures take 1d4 Psychic damage. |
Psionic Backlash | Concentrated Blast | When an enemy within 9 m casts a spell, you can use your Reaction to inflict 1d4 Psychic damage to the caster per spell level. |
Shield of Thralls | Transfuse Health | Conjure a volatile shield around yourself or an ally, granting the target 10 temporary hit points. |
Perilous Stakes | Transfuse Health | Invest a creature with power that heals it when it attacks, but also makes it vulnerable to all damage. |
Stage Fright | Psionic Overload | Your targets have Disadvantage on Attack rolls and take 2d6 Psychic damage each time they miss. Targets overcome their Stage Fright early when they succeed on an Attack Roll. |
Ability Drain | Psionic Overload | 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. |
Elite Illithid Powers (Partial Illithid)
Illithid Power | Prerequisite | Description |
---|---|---|
Illithid Expertise | Luck of the Far Realms or Fracture Psyche | You have deepened your sense of self, gaining Expertise in Persuasion, Deception and Intimidation checks. Also grants Proficiency in those skills if not already possessed. |
Psionic Dominance | Charm or Black Hole | Use your Reaction to cancel a spell targeted at you if its spell level is less than or equal to your proficiency bonus. |
Black Hole | Displace or Psionic Dominance | Summon a black hole that pulls in nearby enemies and potentially Slows them. Up to five more black holes can be summoned after first casting. |
Fly | Automatic Unlock for Partial Illithids | Fly to a target position. |
Mind Blast | Fly | Spew forth a conical wave of psychic energy and possibly Stun targets within. Deals 4d8 + Spellcasting Ability Modifier Psychic damage. |
Mind Sanctuary | Psionic Backlash or Freecast | Sculpt a magical nexus that allows those within to take Actions and Bonus actions interchangeably. |
Freecast | Shield of Thralls or Mind Sanctuary | You have discovered a marvellous adaptability within yourself. Spell slots, charges, and similar resource costs for your next action or spell are removed. |
Absorb Intellect | Perilous Stakes or Displacer Beast Shape | Gobble up a foe’s intellect, lowering their Intelligence by 1 per turn and healing your wounds for 5 turns (1d8 hit points each turn). |
Displacer Beast Shape | Stage Fright or Absorb Intellect | 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. |
Fracture Psyche | Ability Drain or Illithid Expertise | Invade a target’s mind and disrupt its defences. The target’s Armour Class is reduced by 1. If the target dies while its psyche is fractured, you can cast Shatter Psyche on another target. |
Full Illithid Powers (Ceremorphosis)
All powers in this table are granted automatically to characters who choose to become fully Illithid in Act III.
Illithid Power | Description |
---|---|
Strengthened Force Tunnel | Charge forward, pushing all objects and creatures in your path 12m away from you. Deals 3d10+4 Force Damage and may cause Prone |
Fierce Perilous Stakes | Grant an ally an additional 15 Psychic damage, automatic Critical Hit when they roll a 15 or higher, and healing on hit. However, they will also be vulnerable to all damage. |
Nebulous Black Hole | Create a point of intense gravity dealing 3d10+4 Force damage and possibly Slowing enemies. |
Synaptic Consumption | Lower all of an enemies ability scores by 5, then 1 per turn, and regain 2d10 hit points per turn for five turns. The foe is left Prone. |
Augmented Shield of Thralls | Target two creatures, granting them 25 temporary hit points. Once these hit points are diminished, the shield bursts and leaves nearby enemies Stunned. |
Potent Concentrated Blast | Deals 9d6 Psychic damage to an enemy. If they were Concentrating on a spell, heal an equal amount of hit points. |
Extract Brain | Lobotomise a nearby creature that is Stunned, Prone, Sleeping or Unconscious, dealing 5d10+50 Piercing damage and regaining 6d6 hit points. |
Tentacle Whip | Deal 3d10+5 Psychic damage, and possibly Stun the target. |
Levitate | Float to a destination. |
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