Baldur’s Gate 3 begins with players’ hero(s) being captured by a Mindflayer and brought aboard an Illithid Nautiloid (A flying Organic Ship made of tentacles and nightmare fuel). This leads to them being infected with Illithid Tadpoles, horrible nightmare leeches that hide behind the victim’s eye and begin the horrifying process known as “Ceremorphosis”.
Finding a way to remove the Tadpoles is a huge part of the party’s motivation in Baldur’s Gate 3, but having parasites that will eventually transform them into Mindflayers after devouring their brains isn’t without its benefits. After a particularly worrying night where several party members believe the process of Ceremorphosis might be starting, players gain the ability to absorb additional Illithid Tadpoles (often acquired from other infected) to unlock powerful new psychic abilities. This serves as an additional progression system independent of a character’s level.
Updated on March 15th, 2024, by Thomas Hawkins: With the Full Release of Baldur’s Gate 3, the Illithid Power system underwent substantial changes. Some powers are no longer available and new ones have been introduced, but the biggest change was separating Illithid Powers from a character’s class. Illithid Powers are unlocked using Illithid Tadpoles acquired from other Infected and by exploring the world, which can then be spent in the Illithid Powers menu on any power that a character meets the prerequisites for.
Tier 1 & 2 Powers
These powers are available from the moment players are able to use Illithid Tadpoles, as long as they have enough tadpoles to reach the desired power. Tier 1 powers are all connected to Illithid Persuasion in the center of the menu, while Tier 2 powers can be reached by unlocking the Tier 1 power that connects to them.
Illithid Persuasion
The first Illithid Power, and the one that all infected characters have access to by default, is Illithid Persuasion. This allows you to influence people who bear the Mark of the Absolute, or who have their own Tadpole. Once per long rest, the character can attempt a Wisdom check to activate special dialog options and manipulate minds.
Psionic Overload (Tier 1)
Psionic Overload is a rework of the “Endless Rage” power that Barbarians could obtain in Early-Access. As an Action, it grants the user the status effect “Overloaded with Synaptic Power” for 10 turns. This effect adds 1d4 Psychic damage to all of their attacks, but also deals 1d4 Psychic Damage to them each turn. This is useful for Barbarians as it prevents their rage from getting disabled early, forcing it to last for all ten turns while also boosting their damage. It can also benefit spellcasters, as it adds the Psychic damage to spell attacks. In particular, Warlocks can deal a lot of damage by pairing this ability with Eldritch Blast, adding 1d4 Psychic damage to each beam individually.
The biggest downside to using this ability, aside from the self-damage, is that it forces the user to make concentration saves each turn if they are using a concentration spell. This can cause the user to lose their concentration on a spell if they roll badly and can be utterly devastating if they’re concentrating on a spell like Haste.
Favourable Beginnings (Tier 1)
Favourable Beginnings is activated for free the first time the character makes an attack roll or ability check against a new target. Their first attack roll or ability check against a target will gain a bonus equal to their proficiency bonus. This can only apply once per target, but is still an incredibly useful boost when going into an encounter or negotiating with a new character.
Force Tunnel (Tier 1)
Formerly the Ranger’s Illithid Power in Early Access, Force Tunnel allows a character to charge up to 9m/30ft in a straight line without provoking attacks of opportunity. When doing so, any creatures in their path will be knocked 4m/13ft away. This can be useful for repositioning, escaping when surrounded, and knocking enemies off cliffs. It costs an action and can be used once per short rest.
Concentrated Blast (Tier 1)
Concentrated Blast is a powerful direct-damage Power. While it can be used once per turn, this can potentially be expensive due to its mechanics. Concentrated Blast can be used as an action while the character is concentrating on a spell to deal 3d6 Psychic damage to a target within 9m/30ft. If the target is concentrating on a spell then this ability will also heal the user for 3d6 hit points. Using this ability will end the character’s concentration on a spell immediately.
It is worth noting that there are several cantrips that require concentration, which could be used to activate Concentrated Blast without using a spell slot. Of these, Minor Illusion with an Illusion Wizard is probably the most efficient as it can be used as a bonus action.
Transfuse Health (Tier 1)
Transfuse Health is a straightforward Illithid Power that can be used as emergency healing. Once per turn, as a bonus action, the user can sacrifice half of their current hit points to heal a target within 9m/30ft for the same amount. This can be used in an emergency to bring a downed ally back into the fight, but is naturally a risky ability to use.
Stage Fright (Tier 2, Requires Psionic Overload)
Stage Fright is a power originally available to Bards in Early Access, which allows the user to inflict the debuff of the same name. This ability hits all enemies in a 6m/20ft radius, centered on a point within 18m/60ft of the user. While under the effect of Stage Fright a creature has disadvantage on attack rolls and takes 2d6 psychic damage whenever they fail an attack roll. This lasts until they succeed an attack roll, or until three turns have passed. An enemy can avoid this status effect or end it early by succeeding at a Wisdom Saving Throw against the user’s Spell Save DC.
This ability is excellent when paired with a tanky character with high AC, especially if they have a way to draw enemy attacks to themselves (Compelled Duel, for example.) This ability can be used once per short rest.
Ability Drain (Tier 2, Requires Psionic Overload)
Ability Drain is a passive power that can be triggered once per turn when the character makes an attack roll. If the attack succeeds, they reduce one of the target’s ability scores by 1. The ability score reduced is determined by the ability score the character used to make that attack roll, so it’s usually strength or dexterity for weapon attacks. Spellcasters making spell attack rolls will drain either Intelligence, Wisdom, or Charisma, depending on their spellcasting stat.
In fights against powerful enemies, this ability will become much more dangerous, since it can stack and will continue to weaken the opponent as the fight goes on. Naturally, the utility of this ability will vary based on the character using it, but anyone who attacks with dexterity can reduce enemy AC using this power.
Luck of the Far Realms (Tier 2, Requires Favourable Beginnings)
This power is as simple as it is powerful, allowing a character to change a successful attack roll into a critical hit. Naturally, this can only be used once per long rest, but remains a very powerful option on characters who excel at burst damage. Rogues and Paladins in particular will get a lot out of this power.
Charm (Tier 2, Requires Favourable Beginnings)
This power can be activated as a reaction when the character is attacked. The attacker must make a Wisdom Saving throw against the character’s Spell Save DC or become charmed for one turn, preventing them from attacking the character again until the effect wears off. It is worth noting that, though the description does not mention this, enemies will have advantage on this saving throw. Despite this, Charm remains a powerful option that can shift attention away from a squishy party member if they find themselves under fire.
Displace (Tier 2, Requires Force Tunnel)
This ability was clearly designed with strength-focused characters in mind, adding 1d8 psychic damage to any falling damage that character causes. In essence, this is the skill to pick if you find yourself throwing or shoving enemies off cliffs. While it has definite synergy with strength-focused builds, it can also work well in conjunction with the Warlock’s Repelling Blast, the Druid’s Thorn Whip, and the Telekinesis spell, to name a few examples.
Repulsor (Tier 2, Requires Force Tunnel)
Another returning power from Early-Access, Repulsor allows the character to cause a pulse that shoves enemies away from them. It pushes everything within 6m/30ft of the character 6m/30ft away, including any creatures in that range that fail a strength saving throw against the character’s spell save DC. It also deals 2d6 force damage, dealing half as much damage to creatures who succeed the aforementioned saving throw. This can be a great tool for creating some space if a character gets surrounded and, naturally, it can be terrifyingly strong when paired with a narrow ledge and a long drop.
Psionic Backlash (Tier 2, Requires Concentrated Blast)
This is a reaction power that will trigger whenever an enemy within 9m/30ft casts a spell. It immediately deals 1d4 psychic damage per level of the spell to the target, which will also cause them to make a concentration saving throw if it was a concentration spell, or they are currently concentrating on a spell.
Cull the Weak (Tier 2, Requires Concentrated Blast)
This is a passive power that triggers whenever an enemy drops below a certain amount of hit points. That number of hit points is equal to the number of Illithid Powers the character has unlocked. When this power triggers it immediately kills the triggering enemy and deals 1d4 psychic damage to all nearby foes. This is a great way to dish out extra damage when finishing off an enemy and will quickly grow in usefulness when investing heavily in Illithid Powers on a single character.
Shield of Thralls (Tier 2, Requires Transfuse Health)
Shield of Thralls allows the character to grant themselves, or an ally within 9m/30ft, 10 temporary hit points and the “Volatile Shield” condition. This condition causes a stunning blast when those temporary hit points are removed by taking damage, which will stun any enemy within 9m/30ft who fails a DC15 intelligence saving throw.
This is best applied to frontline fighters who will be close to the action and likely to get surrounded. Since it can be used as a bonus action it can also be used to reinforce a vulnerable ally when their health gets low.
Perilous Stakes (Tier 2, Requires Transfuse Health)
Perilous Stakes is a powerful ability, though not necessarily when used as intended. It gives the target a condition that makes them vulnerable to all damage types and heals them for 2d8 hit points whenever they make an attack. This is often not worth the trouble when used on allies, but it can also be applied to enemies. This allows you to deal double damage to an enemy and potentially kill them before they can benefit from the healing effect.
When using this ability on an enemy they can resist it by passing an intelligence saving throw against the user’s spell save DC. In Honor Mode, this power cannot be used on enemies.
Special Illithid Powers
These Powers cannot be purchased in the Illithid Power menu and are instead unlocked by performing certain actions during gameplay. Spoilers for specific events in Act 1 beyond this point.
Survival Instinct
Survival Instinct allows the character to apply the Survival Instinct Condition to a target within 18m/60ft for 3 turns. While a creature has this condition, they will immediately heal for 3d4 hit points instead of falling unconscious whenever they would fall unconscious. Triggering this effect removes the condition early.
In early access this power was exclusive to Clerics, but in the full release it can be gained by completing the quest “Help Omeluum Investigate the Parasite” in the Underdark during Act 1 or Act 2.
Awakened
Awakened is a Passive Power that allows the character to use any Illithid Power as a bonus action. This makes many Illithid Powers, especially the Elite Powers, even more powerful and versatile.
To gain the Awakened Power, players must use the Zaith’isk in the Githyanki Creche during Act 1 and succeed at all three saving throws. Lae’zel has harder DCs on these checks than other characters, but only needs to pass the final ability check.
Tier 3 Powers/Elite Powers
Unlocking Elite Powers requires players to use an item found at the end of Act 2, so do not read past this point if you want to avoid spoilers.
At the end of Act 2, players will be given the Astral Tadpole. This unique item can either be communed with, unlocking Tier 3 Powers for a character without consuming the tadpole, or eaten to unlock Tier 3 Powers for a single character and permanently removing the Astral Tadpole from the inventory. Communing with, or consuming, the Astral Tadpole will automatically unlock Fly, Concentrated Blast, Force Tunnel, Favourable Beginnings, Psionic Overload, and Transfuse Health. If any of these powers have already been purchased, then the Tadpoles used to unlock them are refunded.
With two exceptions, the Elite Powers can be reached by purchasing a connecting power in the Illithid Power menu, either a Tier 2 Power or a neighboring Elite Power.
Fly
This power is granted for free after using the Astral Tadpole and allows the character to freely fly using their movement speed. This allows for incredible versatility and maneuverability when exploring and during combat.
Mind Blast
This power will look familiar since Mindflayers love to use it as their opening attack in combat. This mental attack strikes in a 14m/47ft cone, dealing 4d8+Spellcasting Modifier psychic damage and stunning targets for one turn, unless they pass an intelligence saving throw against the user’s spell save DC. This power is tremendously effective on groups and can neutralize entire enemy groups when lined up right.
Since this is the only elite power with no prerequisites, it only costs one tadpole to access this power with any character in Act 3. It can be used once per long rest.
Fracture Psyche (Requires Ability Drain or Illithid Expertise)
Fracture Psyche was a Paladin ability in Early-Access and targets a single creature within 9m/30ft. That creature must pass an intelligence saving throw against the user’s spell save DC or have their AC reduced by 1 for 5 turns. Additionally, though not mentioned by the description in game, they receive a -1 penalty to all saving throws while under the effects of Fracture Psyche.
This can be used to make a tricky foe easier to hit, or render them more vulnerable to spells, but is probably one of the weaker Elite Powers.
Illithid Expertise (Requires Luck of the Far Realms or Fracture Psyche)
Illithid Expertise is a passive ability that grants Expertise (see the Rogue and Bard class feature of the same name) in the Persuasion and Deception skills. It also grants Proficiency in those skills if the character doesn’t already have it.
This power is incredibly useful in dialog throughout Act 3 and should definitely be picked up by the face of the party.
Psionic Dominance (Requires Charm or Black Hole)
Psionic Dominance is triggered as a Reaction and can be used once per long rest. When an enemy casts a spell whose level is less than, or equal to, your proficiency bonus you can use your reaction to immediately dispel it. Due to the game’s level cap, this ability can be used to dispel any spell of level 4 or lower at max level. This is handy to have when going up against enemy mages, especially if the character doesn’t have many reaction abilities they’d want to be using instead.
Black Hole (Requires Displace or Psionic Dominance)
Arguably one of the best Illithid Powers, Black Hole is a fantastically powerful crowd control option. The user chooses a spot within 18m/60ft and creates a black hole, sucking in all nearby enemies and inflicting the Slow condition for 1 turn. Enemies can avoid the condition by passing an intelligence saving throw against the user’s spell save DC.
The Slow condition reduces a creature’s AC by 2, applies a -2 penalty to their dexterity saving throws, halves their movement speed, and limits them to taking either an action or bonus action (but not both) each turn. Additionally, they are unable to take reactions or make more than one attack in a turn, and spells they cast might be delayed by a turn.
After using Black Hole, a character can use it five more times before needing to take a long rest.
Mind Sanctuary (Requires Psionic Backlash or Freecast)
Mind Sanctuary is another fantastic Illithid Power, though it can aid the enemy too if they step into it. The character chooses a point within 9m/30ft to create a Mind Sanctuary. This is a 3m Radius that allows creatures inside it to use actions and bonus actions interchangeably.
This allows for some incredible combos, especially with spellcasters. In Honor Mode, Mind Sanctuary instead applies the Hastened condition to creatures inside it and prevents them from being Slowed. This power can be used once per long rest.
Freecast (Requires Shield of Thralls or Mind Sanctuary)
Freecast is another power that greatly aids spellcasters, allowing the user to ignore all resource costs of their next action or bonus action. This is a passive ability that must be toggled on to be used and may only be used once per long rest. Resource costs include Spell Slots, Channel Oath/Channel Divinity Charges, Bardic Inspiration, Sorcery Points, and so on.
Absorb Intellect (Requires Stage Fright or Displacer Beast Shape)
Absorb Intellect allows a character to drain the intelligence of a target within 18m/60ft, causing them to lose 1 point of Intelligence each turn. This also heals the user each turn, with the amount increasing on each consecutive turn that the target’s Intellect is being absorbed(1d8, 2d8, 3d8, 4d8, 5d8.)
Displacer Beast Shape (Requires Stage Fright or Absorb Intellect)
Displacer Beast Shape functions similarly to the Druid’s Wildshape ability, allowing the user to transform into a Displacer Beast as an Action. The Displacer Beast form has 85 hit points and the following abilities:
- Tentacle Whip: Attack that deals 2d6+4 Bludgeoning Damage and 2d6 Piercing Damage.
- Illusory Copy: Creates an Illusory Displacer Beast that attacks nearby enemies.
- Displace: Teleport yourself and a nearby creature to a spot within 3m, dealing 2d8 psychic damage.
- Improved Extra Attack: You can make two additional attacks each turn.
- Evasion: When a spell or attack would deal half damage on a successful saving throw, you instead take no damage.
