Baldur's Gate 3's second act features one of the most difficult choices I've ever had to make in an RPG

Mind flayer choice
(Image credit: Larian Studios)

Baldur's Gate 3 is an RPG that forces you to make tough choices constantly—choices that can very easily end in you having to kill people you once considered friends, especially if an important dice roll doesn't end in your favour. But no choice has left me second guessing myself quite as much as a crucial decision that appears at the end of Act 2.

Naturally, we're entering Big Spoiler territory for the climax of Act 2 here—you have been warned. OK, with that warning out of the way, let's dig into the thing that I've been agonising over all weekend, prompting much soul-searching and the reloading of an old save.

(Image credit: Larian Studios)

So! Throughout Baldur's Gate 3 you're tempted by the allure of mind flayer powers. The tadpole in your head desperately wants you to use its power to manipulate people, and as you accumulate more tadpoles you can unlock news spells and tricks that make the game's tough fights just a little bit easier. 

As a good boy bard, I swore off this stuff initially, but eventually gave in, using the fate-of-the-world stakes to justify occasionally embracing the tadpole's influence. "I'll do what I have to, short of becoming a mind flayer myself," I said. But then I started to encourage my companions to join me on this path, even Lae'zel, whose hatred of mind flayers is at the heart of her personality. 

That's how the mind flayers get you.

Throughout, I've been questioning these choices, but I can't deny it's been making my life easier. With mind control tricks I've been turning enemies into friends and enjoying extra rewards from conversations, while the mind flayer powers have turned my party into a bunch of all-conquering heroes. The fights are often still hard, sweat-inducing affairs, but my bag of tricks is overflowing. It feels good. That's how the mind flayers get you.

The end of Act 2, though, reframes everything. This is when you discover who the Dream Visitor who's been helping you all this time actually is, though the hints were there right from the start. It's a rebel mind flayer known as the Emperor. They stand against the Absolute, though, as well as the rest of the game's major Big Bads, so siding with them doesn't seem like the worst choice. Or at least that's what I thought, until they offered me a gift.

(Image credit: Larian Studios)

While the Emperor is an enemy of the Absolute and has rebelled against the rest of the mind flayers, they still think being a mind flayer is pretty rad. It's given them so much power, and they just want independence so they can use that power for their own ends. And they want to tempt you down that same dark path. 

See, no matter how many tadpoles you consume, there's an outer ring of powers that will always remain inaccessible, unless you fully embrace what you're becoming. The Emperor has a special tadpole that will unlock these powers, but the price is high. Consuming it means you're no longer just an elf or a human or a half-orc—you're a "partial illithid", a mind flayer in the making. Thanks to the Emperor and the Astral Prism, you'll still be independent, and you won't undergo full ceremorphosis, but you won't really be yourself anymore.

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I stood there, facing the Emperor, for a good 20 minutes as I weighed the cost. Up until that point, getting the tadpole out of my head had been my central quest, but with Baldur's Gate now facing destruction, and the plans of the cult now fully laid bare, I had bigger things to worry about. Wouldn't a hero be willing to risk their soul if it meant saving the world?

And that outer ring of mind flayer powers sure is tempting. Who doesn't want to fly, summon black holes and transform into a terrifying displacer beast at will? When you've got an army of cultists and undead, a pair of dark gods and an elder brain to contend with, acquiring more power feels like a necessity.

(Image credit: Larian Studios)

So I bit the bullet and accepted the Emperor's gift, immediately unlocking all of the lesser mind flayer powers and gaining access to all the new stuff. It felt good. As a treat, I immediately shapeshifted into a displacer beast. "Yes, this was the right call," I thought as I started the third and final act. 

Every time I got into a conversation and looked at my newly fucked-up face, though, I was less sure. The dark eyes and corrupted veins just screamed "welcome to the dark side". Not exactly in keeping with my whole whimsical bard vibe. Meanwhile, the Emperor kept encouraging me to do whatever it took to acquire yet more power. The more time I spent as a partial illithid, the more I felt like I'd made a bad call. 

As a treat, I immediately shapeshifted into a displacer beast.

The decision is considerably more complex than, say, embracing the dark side in Knights of the Old Republic or going down the renegade route in Mass Effect. Those are binary choices of good or evil, and change the flavour of the games rather than making you incredibly powerful. Here, there are tangible, practical benefits to accepting the Emperor's gift, and no obvious ones to refusing it. Except the nagging feeling that, at the end of the game, you'll probably undergo full ceremorphosis, and the fear that the Emperor will end up controlling you.

I also found myself worried about the confrontation with the Absolute. My goal continues to be its destruction, but the Emperor wants to control it. He wants its power. Would I be able to go against him after accepting his gift? But would I have the power to stop him without it? With all these questions swimming around my head, I went for a walk in the park with the dog. A much-needed break.

(Image credit: Larian Studios)

When I returned, I'd made up my mind. I reloaded an old save, which I had conveniently made right before accepting the special tadpole, and I refused to accept it this time. Power is nice, but it wasn't worth giving up my pretty face or, perhaps more importantly, my soul. Do I miss being able to fly around the battlefield and transform into a displacer beast? Yes, terribly. But from a roleplaying perspective it just feels right. What I didn't do, however, was stomp on the tadpole. I've still got it, just in case I change my mind again.  

And this speaks to Baldur's Gate 3's flexibility. This is a huge moment that will define the rest of the game for you, and Larian is not forcing you to make a decision until you're ready. Maybe you'll decide, after 100 hours of being a hero, that, screw it, it's time to be a mind flayer arsehole. Even so, boy is it a tough choice. In a game absolutely bursting with them. But I really appreciate how much it made me consider my character and his motivations, and I've never been more certain of the type of person I'm playing. 

Fraser Brown
Online Editor

Fraser is the UK online editor and has actually met The Internet in person. With over a decade of experience, he's been around the block a few times, serving as a freelancer, news editor and prolific reviewer. Strategy games have been a 30-year-long obsession, from tiny RTSs to sprawling political sims, and he never turns down the chance to rave about Total War or Crusader Kings. He's also been known to set up shop in the latest MMO and likes to wind down with an endlessly deep, systemic RPG. These days, when he's not editing, he can usually be found writing features that are 1,000 words too long or talking about his dog.