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InBaldur’s Gate 3, whether it’s helping gnome slaves rise against their captors or biting a goblin’s toe off—choices matter. Yet, few decisions loom as large as those relating to the mindflayer parasite in your head.
RELATED:Baldur’s Gate 3: Should You Use Your Illithid Powers?
As Act 3 begins, you learn that your Dream Guardian is none other than the Emperor, a renegade mindflayer who’s been your shield against the Absolute’s clutches. If you don’t run off screaming in terror, the Emperor will extend to you a unique offer—an Astral-Touched Tadpole that can supercharge your Illithid powers. The question stands: do you trust a mindflayer, or err on the side of caution?
Updated June 03, 2025:We’ve added some more details to this guide about what turning Half-Illithid entails and the powers and drawbacks you’ll suffer.
Spoiler Warning
There will be majorspoilers for the end of Act 2 and the beginning of Act 3in this guide.
Obtaining The Astral-Touched Tadpole
You won’t be able to obtain the Astral-Touched Tadpole until youwrap up Act 2and start your journey towards the city of Baldur’s Gate.
Once you decide toend Act 2by going to Baldur’s Gate, youwon’t be able to come back. ensure towrap up any loose story threads, such aslifting the shadow-curse!
On your first night in the city, you’ll suddenly be assaulted by githyanki warriorsduring your long restat camp.
At the same time, you’ll be plagued by headaches from the Absolute’s psionic transmission, andbegin to turn into a mindflayer—receiving penalties tomental skill checksand takingpsychic damageeach turn. Whatever was shielding you from her influence before, it seems, is under attack.
During this fight, you’ll haveexactly three turnsto get through theAstral Portalthat has appeared in your camp.
Only oneparty member needs to reach it in order for you to succeed.
However, if none of your party members makes it to the portalbefore the time limitruns out, you willinstantly become a mindflayer, resulting in agame-over.
As such, it is recommended that youignore the githyanki warriorsattacking you and instead focus ongetting to the portalwith any means necessary.
That being said, more tough fights await you in the portal, and youwon’t be able to long rest, so make sure not to use all your spell slots and resources on getting to the portal!
Fight your way across the floating asteroids to reach a mindflayerbeing attacked by githyanki warriors. The mindflayer will introduce themselves asthe Emperor—a mindflayer that has gone rogue and rebelled against the Absolute—as well as theDream Guardianwho has beenshielding you from the Absolute.
Regardless of your feelings towards mindflayers, the Emperor is telling you the truth here—their death will mean the game is over.Help themdefeat the four enemy githyanki, andlisten to their explanationof their identity, as well as about thegithyanki trapped with you: Prince Orpheus.
After this, the Emperor willoffer you an Astral-Touched Tadpole, encouraging you to use it to enhance your Illithid powers by becoming Half-Illithid. Note, however, that you will receive veiny marks across your face as a consequence.
During the future romance cutscene with the Emperor, they will comment on whether you have accepted the Astral Tadpole—however, youcan still romance themwithout accepting the tadpole.
Option 1: Open Your Mind To The Tadpole
Choosing to open your mind to the tadpole will unlock the third and final tier in yourIllithid Powers skill tree. These Illithid Powers are otherwise inaccessible.
It will also automatically unlockevery single power in the first tier of your Illithid Powers skill tree, as well as the"Fly" Class Actionnode in the bottom right of theIllithid Powers skill tree.
Unlocking the Astral-Touched Tadpole powers willrefund every tadpoleyou’ve invested inthe first tierof your skill tree, as it automatically unlocks them all.
Acomplete list of each third-tier Illithid Powercan be found in a later part of this guide.
However, as a downside, your face will also becomemarred by black veins, as shown in the picture above. ensure that this cosmetic change is something you don’t mind having permanently before using the tadpole!
Option 2: Eat The Tadpole
Eating the tadpole will grant you exactly thesame effect for yourselfas the option above (opening your mind to the tadpole).
However, doing this ensures that the tadpolecan no longer be used for your companionsin the future.
There is no advantage to doing this over opening your mind to it—since you’re able to still choose whether to persuade your companions to use the tadpole in the former option—so we don’t recommend this.
Option 3: Stomp On The Tadpole
Stomping on the tadpolegreatly angers the Emperor.
Despite this, they will quickly gather themselves and tell you to focus on the task at hand, though they willremain clearly displeasedfor the duration of your interaction with them.
Option 4: Refuse The Tadpole
If you refuse the tadpole without stomping on it, the Emperor will urge you to take your time and reconsider,letting you keep the tadpole.
You’ll be able toaccess it in your inventoryand freely make your choice later on.
Giving Companions The Astral Tadpole
If you chose toopen your mind to the tadpoleorto keep the tadpolewithout stomping on it, you will be able to share the powers of the Astral-Touched Tadpole with any companion who is already infected by a tadpole.
However, they willinitially be resistantto the idea, and you’ll need to change their minds if you want them to do so.
When talking to them, choose the “I want to discuss the Astral-Touched Tadpole” (or similar) dialogue option. You’ll then be able tomake a skill checkin order to convince them—the checks needed are listed below.
Halsin, Jaheira, and Minscdo not have regular tadpoles and, therefore, cannot use the Astral-Touched Tadpole. Hirelings can also not become Half-Illithid.
DC14Persuasion (Disadvantage) + DC14Intimidation OR Persuasion
DC15Persuasion (Advantage)
DC15Wisdom OR DC20Persuasion + DC 15 Persuasion
DC15Wisdom (Advantage) OR DC18Persuasion
DC18Persuasion (Advantage)
Minthara
No check
If the game does not automatically prompt your convinced companion to use the tadpole, you can put it into their inventory and use it from there.
Astral Tadpole Powers
These are the Illithid Powers that you’ll unlock by eating or opening your mind to the Astral-Touched Tadpole.
Prerequisites
Absorb Intellect
Gobble up a foe’s intellect, lowering their Intelligence by 1 per turn and healing your wounds (1d8) for 5 turns.
Freecast
You have discovered a marvelous adaption within yourself. Spell slots, charges, and similar resource costs for your next action or spell are removed. Refreshes after a Short or Long rest.
Mind Sanctuary
Sculpt a magical nexus that allows those within to take actions and bonus actions interchangeably.
Mind Blast
Spew forth a conical wave of psychic energy (4d8+5) and possibly Stun targets within.
Black Hole
Create a point of intense gravity that pulls in all nearby enemies and possibly Slows them.
Psionic Dominance
When an enemy within 60ft targets you with a spell of a Level that is lower than or equal to your Proficiency Bonus, you may use your reaction to nullify the spell.
Illithid Expertise
You have deepened your sense of self, gaining Expertise in Persuasion, Deception, and Intimidation Checks.
Fracture Psyche
Invade a target’s mind and disrupt its defenses. The target’s Armour Class is reduced by 1. If the target dies while its psyche is fractured, you’re able to cast Shatter Psyche on another target.
Displacer Beast Shape
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.
Fly
Fly to the target position.
This is automatically unlocked when you open your mind to or eat the Astral-Touched Tadpole. This is reason enough to take the tadpole’s powers and then convince your party members to -permanent flight is an incredibly powerful ability.
