How illithid powers work in Baldur's Gate 3

Baldur's Gate 3 illithid powers— A cutscene screenshot; a mind flayer stares toward the camera, while a player character can be seen grimacing on the left-side of the screen.
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If you're wondering whether you should be using your illithid powers in Baldur's Gate 3, you're not alone. You might've thought you'd seen the last Mind Flayer Parasite during the grisly cutscene at the beginning of the game, but think again. You're going to need to collect these miniature monstrosities to grow your powers, assuming you choose to use them. Why settle for just one brain maggot when you can have several partying in your orbital cavity?

Baldur's Gate 3 can be a little overwhelming. This is especially true if it's your first Larian RPG, but these Baldur's Gate 3 tips should help set you on the right path. If you think you're ready to learn about another system, or whether you should, here's how to claim your illithid powers in Baldur's Gate 3, as well as every Mind Flayer Parasite location we've found so far. 

How to unlock illithid powers

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You'll gain access to your illithid powers once you find your first Mind Flayer Parasite and consume it. When and where this happens will depend on the order in which you do things in the first area. The three goblin leaders for example, each drop a Mind Flayer Parasite, so you'll have to weigh up the choice to save the Emerald Grove or not.

Either way, once you've acquired your first parasite, a cutscene will play and you'll be introduced to a new skill tree which can be accessed by pressing B or using the button to the left of the minimap.  

Towards the end of act one, you can use the Zaith'isk in Creche Y'llek, under the Rosymorn Monastery in the Mountain Pass, if you talk to Ghustil Stornugoss in the Infirmary. You'll have to roll a series of checks once in the machine, but if you're successful in them all, you'll get the Awakened condition, which lets you use all of your Illithid Powers as a bonus action, though your parasite won't be removed either way sadly. 

Are there consequences to using your illithid powers?

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You never normally question whether or not you should take full advantage of most in-game systems, but in the case of illithid powers, there's something icky enough about the whole process that makes you pause and wonder if you're making the right decision. 

The fact that some of your companions seem to really dislike the idea of eating brain maggots, coupled with the fact that you'd actually be eating brain maggots, does seem to suggest that you're better off looking for alternatives. So are there consequences to consuming Mind Flayer Parasites and using your illithid powers?

The short answer is no, not really. As already mentioned, certain companions will love the idea (hi Astarion) while others will not. That said, it doesn't appear that their feelings are strong enough one way or the other to affect anything related to friendships or romance—I gave Astarion one of my parasites and he still laughed at me when I suggested a little alone time.

At the end of Act 2, you'll get the chance to access the outer ring of illithid powers (including all of the basic ones without spending any parasites). This choice happens during the main story and involves the Astral-Touched Tadpole—I'm keeping this vague to avoid big spoilers. If you do decide to use it, black veins will appear across your face and body which cannot be removed, so choose carefully. 

Every basic illithid power in Baldur's Gate 3

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Each Mind Flayer Parasite you pick up will allow you to unlock one of the illithid powers. You can choose one of five options to start, then you'll gain access to adjacent ones as you unlock more.

There are 16 powers that you can see straight away, with another 10 that have locks on them. Presumably, these will come into play once you pick up more parasites. Here are the 16 illithid powers that are initially available:

  • Illithid Persuasion: Use your connection to the parasite to force Cultists of the Absolute to obey you.
  • Transfuse Health: Sacrifice half your remaining hit points to heal a target for the same amount.
  • Psionic Overload: Your attacks deal additional Psychic damage but you take Psychic damage every turn.
  • Favorable Beginnings: The first Attack Roll or Ability Check you make against any target gains a bonus equal to your Proficiency Bonus.
  • Force Tunnel: Charge forward, pushing all objects and creatures in your path 4m away from you.
  • Concentrated Blast: You must be concentrating on another spell to cast this. If the target was concentrating, you deal as much of the damage as was dealt to it.
  • Perilous Stakes: Invest a creature with power that heals it when it attacks, but also makes it vulnerable to all damage.
  • Stage Fright: Your targets have disadvantage on Attack Rolls and take Psychic damage each time they miss.
  • Ability Drain: Once per turn when you make an Attack Roll, the attack reduces the target's corresponding ability by one. The ability that is reduced is the same one used to make the Attack Roll. 
  • Luck of the Far Realms: When you make a successful Attack Roll, you change that hit into a Critical Hit.
  • Charm: Channel the dark allure of the tadpole to charm an enemy that attacks you, preventing them from attacking you until their next turn.
  • Displace: Creatures suffering falling damage because of your actions take an additional 1- 8 Psychic damage.
  • Repulsor: 2-12 damage. Push anything and anyone back 6m.
  • Cull the Weak: When you bring a creature down to fewer hit points, it dies and all nearby creatures take 1-4 Psychic damage.
  • Pscionic Backlash: When an enemy within 9m casts a spell, you can use your reaction to inflict 1d4 Psychic damage to the caster per the spell's level.
  • Shield of Thralls: Conjure a volatile shield around yourself or an ally, granting the target 10 temporary hit points.

Baldur's Gate 3 Mind Flayer Parasite locations

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Mind Flayer Parasites can be found all over the Forgotten Realms. Some can be found laying around while others you'll need to kill for, and loot from the corpse afterward. It's unclear how many parasites there are in total but here are the ones we've found so far:

  • You'll find one to the north of the Risen Road by defeating Gnoll Warlord Flind.
  • Three from the goblin leaders at the Goblin Camp.
  • One is in Halsin's Study in the Emerald Grove.
  • One from the body of Edowin, on a dirt path to north of the road between Blighted Village and Emerald Grove Environs. Once the two novices leave (either fight or talk), you can loot it from the body.
  • Three in the infirmary of the Githyanki Creche in the Mountain Pass area. One on the desk to the right of the Zaith'isk, and two on a table off to the left side.
  • You can get another by killing Fist Marcus when he attacks the Last Light Inn in the Shadow-Cursed Lands to kidnap the Isobel.
  • Get one from Linsella in the kitchen of Moonrise Towers if you kill her, or sever her connection with her gnoll thralls so they do it.
  • You'll get another from Zealot Malik in Moonrise Towers. You can loot this from his body on the bridge if you let Nightsong go.
  • Adept Merim in Moonrise Towers has one. You can loot this from her body on the bridge if you let Nightsong go.
  • A parasite can be looted from Disciple Z'reli in Moonrise Towers.
  • Another parasite can be looted from Zealot Krizt in the Oubliette in the Moonrise Tower prison (jump down the hole where they're dumping bodies).
  • Find another in a brine pool in the Mind Flayer Colony if you pass a perception check then interact with it. The pools are to the north of where you arrive, in the Tadpoling Centre, past the room with all the Mind Flayer tanks.
  • You can get a free illithid upgrade point for bringing a corpse to the newborn Mind Flayer in the basement of Rivington's abandoned windmill in Act 3 (he also gives you the Ring of Truthfulness which gives you advantage on insight checks). You can actually cheat this by using one of your party member's corpses then bringing them back with Withers. You can also just kill the Mind Flayer to get the ring and eat its brain for the upgrade point.

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Sarah James
Guides Writer

Sarah started as a freelance writer in 2018, writing for PCGamesN, TechRadar, GamingBible, Red Bull Gaming and more. In 2021, she was offered a full-time position on the PC Gamer team where she takes every possible opportunity to talk about World of Warcraft and Elden Ring. When not writing guides, most of her spare time is spent in Azeroth—though she's quite partial to JRPGs too. One of her fondest hopes is to one day play through the ending of Final Fantasy X without breaking down into a sobbing heap. She probably has more wolves in Valheim than you.