Illithid Powers – Mind Flayer Skill Tree in Baldur’s Gate 3

In Baldur’s Gate 3, you can get a Mind Flayer Skill Tree, the Illithid Powers. However, possessing extreme authority, these powers lead down a dangerous path.

Baldur's Gate 3 mind flayer screenshot Larian Studios
Source: Larian Studios

You, as the hosts of these parasites, face a crucial decision. Will you resist the powers and the corruption they bring, or will you choose to embrace them, risking your body, mind, and soul to either save or destroy the Realms? If your thirst for power outweighs your concern for others’ well-being, then the Illithid Powers might be the path for you. We will be talking about features that may contain spoilers.

If you have played Baldur’s Gate 3, probably have discovered a secret and sometimes overpowered feature that allows you to pass a successful skill check roll during the dialogue. This feature is called “Illithid Powers,” and it is activated if you succeed on 3 Illithid, Wisdom Skill Checks. Additionally, often you can choose the “True Soul” dialogue option when talking to certain NPCs to enhance your powers further. Those Powers players can also experience in some fights as a passive ability that lets them change a successful attack roll into a critical hit. It is a very powerful, dangerous part of the story and these creatures may be a source of great power, but all that they offer comes with a cost. This guide focuses on the Illithid Powers skill tree, how to obtain them, and how to level them.

Illithid Powers – Mind Flayer Skill Tree in Baldur’s Gate 3

Illithid Powers - Mind Flayer Skill Tree in Baldur's Gate 3
Illithid Powers

The Illithid Powers is a robust, secret mind flayer skill three in Baldur’s Gate 3. They are tied to the game’s story and the Mind Flayer tadpole parasite in the player and Origin Companions’ heads.

There are 25 abilities that you can spend your points on. Additionally, the skill tree is divided into five branches, each with its theme: manipulation, health restoration, psionics, and abilities that gradually weaken and torment enemies, dealing immense damage over time. Some abilities even allow you to control people during dialogues, making them say things they wouldn’t otherwise. In battle, you gain the power to manipulate enemies like ragdolls, pushing and pulling them as you desire. Illithid Powers are not restricted to any class.

Companions and the Illithid Powers

Some companions can have and use the Illithid Powers, while others will refuse them or hesitate. You can try to convince them but it may hurt your relationship with the companion or lower their approval. However, if you have high approval with them already and completed at least part of their personal quest you may be able to safely convince them. Those who decide to use the Illithid Powers will gain access to them alongside you. However, keep in mind that if you spend the powers on the companion skill tree that will consume the specimen, and you won’t be able to use it yourself.

Baldur’s Gate 3 Wyll and the Illithid Powers
Wyll and the Illithid Powers

How to Unlock Illithid Powers

It will become available for your character later in Act 2. But before that, you can start collecting specimens of a living tadpole in the jars, which will allow you to level it. Also, for each specimen, you’ll find you’ll be able to spend the points in this unique skill tree. Players can choose not to go this path and don’t invest in powers that come from mind flayers and their parasites. However, if you’ll decide to gain new Illithid Powers, you’ll be able to find new specimens and then consume them, to gain more skill points to invest in this secret skill tree.

How to Level Illithid Powers and Gain Mind Flayer Abilities?

How to Level Illithid Powers - Mind Flayer Parasite in Jar - Baldur’s Gate 3
Mind Flayer Parasite in Jar

Each time you’ll find a new leaving parasite and inject or consume it in some way it’ll grant you new skill points and as a result a new power. Look for those creatures scattered throughout the Forgotten Realms. Some can be found in jars or pools of brine, while others reside within the skulls of the infected.

How to Use Illithid Powers

Illithid Powers and Mind Flayer Abilities Showcase - Baldur's Gate 3
Illithid Powers and Mind Flayer Abilities Showcase

Players can use Illithid Powers and they work similarly to spells. Also, you can use those skills a limited number of times per short or long rest. After you unlock the mind flayer skill tree, and spend the specimens on any skill, you’ll be able to freely use it during combat or outside of it. You can access them from your spell menu at the bottom f the screen. After using this ability a certain number of times, players may experience a few dream sequences. These dream sequences will reveal more about the character’s backstory.

Mind Flayer Parasites Specimens Locations:

Here are the known locations of parasite specimens in Baldur’s Gate 3:

Act 1

  • Druid Grove (X445, Y-17)
    • Halsin’s Study
  • Dead True Soul Dwarf in Forest (X139, Y444), you must give yourself to the sensation to acquire.
  • Defeat the gnoll warlord, west of the Risen Rad. (X33, Y594)
  • In Goblin Cmap defeat (X297, Y-12):
    • True Soul Gut
    • Minthara
    • Dror Ragzlin
  • Grimforge
    • True Soul Nere

Act 2

  • Githyanki Creche In the Mountain Pass Area
  • Moonrise Towers
    • Disciple Z’rell
    • Linsella
  • Last Light Inn
    • Flaming Fist Marcus

Illithid Powers Skill Tree

Illithid Powers - Displacer Beast in Baldur's Gate 3
Illithid Powers – Displacer Beast in Baldur’s Gate 3
Gif via Larian Studios

All Illithid Powers in Mind Flayer Skill Tree

Here are some skills that were revealed as a part of the Illithid and tadpole Powers Skill Tree in Baldur’s Gate 3:

  • Ability Drain
    • 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.
    • For melee weapons, this is usually Strength, for ranged Dexterity, and for spells your spellcasting ability.
  • Absorb Intellect
    • Gobble up a foe’s intellect, lowering their Intelligence by 1 per turn and healing your wounds for 5 turns.
    • 1d8 Healing, Refreshes after short rest
  • Black Hole
    • You are part of a greater whole. Concentrate on your connection to teleport to another tadpole-infected creature
  • Charm
    • Channel the dark allure of the tadpole to Charm an enemy that attacks you, preventing them from attacking you until their next turn.
  • Concentrated Blast
    • 3d6 Psychic damage, 3d6 Conditional, can be used once per turn.
    • 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. Concentration is broken, upon cast.
  • Cull the Weak
    • When you bring a creature down to fewer hit points than your number of evolved illithid powers, it dies and all nearby creatures take 1-4 Psychic damage.
  • Displace
    • Creatures suffering Falling damage because of your actions take an additional 1~8 Psychic damage.
  • 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. Until Long Rest
  • Favorable Beginnings
    • The first Attack Roll or Ability Check you make against any target gains a bonus equal to your Proficiency Bonus.
  • Fly
    • Fly to the target position. 18m
  • Force Tunnel
    • Charge forward, pushing all objects and creatures in your path 4m away from you. Doesn’t Provoke Opportunity Attacks.
    • Refreshes after the Short Rest
  • Fracture Psyche
    • Invade a target’s mind and disrupt its defenses. The target’s Armour Class is reduced by l. If the target dies while its psyche is fractured, you can cast Shatter Psyche on another target.
    • 5 Turns, Refreshes after short rest
  • 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.
  • Illithid Expertise
    • You have deepened your sense of self, gaining Expertise in Persuasion, Deception, and Intimidation Checks
  • Luck of the Far Realms
    • When you make a successful Attack Roll against a foe, you can change that hit into a Critical Hit.
  • Mind Blast
    • Spew forth a conical wave of psychic energy and possibly Stun targets within. 4d8-1 Psychic damage
  • Mind Sanctuary
    • Sculpt a magical nexus that allows those within to take actions and bonus actions interchangeably.
    • 3 turns, Refreshes after short rest
  • Perilous Stakes
    • 2d8, 3 turns, Refreshes after the Long Rest
    • Invest a creature with power that heals it when it attacks but also makes it vulnerable to all damage.
  • Psionic Backlash
    • When an enemy within 9m casts a spell, you can use your reaction to inflict ld4 Psychic damage to the caster per the spell’s level.
  • Psionic Dominance
    • When an enemy within 18m targets you with a spell of a Level that is lower than or equal to your Proficiency Bonus, you can use your reaction to nullify the spell.
  • Psionic Overload
    • 1d4 Psychic damage, 10 turns, Refreshes after the Short Rest
    • Your attacks deal an additional 1~4 Psychic damage, but you take 1~4 Psychic damage every turn.
  • Repulsor
    • Push anything and anyone back 6m.
    • On Save: Targets still take half damage.
    • 2d6, Force damage, 6m, Refreshes after short rest
  • Shield of Thralls
    • Conjure a volatile shield around yourself or an ally, granting the target 10 temporary hit points. If these temporary hit points are lost due to incoming damage, the shield bursts, possibly Stunning nearby foes.
    • Stun 1 turn, Refreshes after the Short Rest
  • Stage Fright
    • Your targets have a Disadvantage on Attack Rolls and take 2-12 Psychic damage each time they miss.
    • 3 turns, Refreshes after the Short Rest
    • Targets overcome their Stage Fright early when they succeed in an Attack Roll.
  • Supernatural Attraction
    • You are part of a greater whole. Concentrate on your connection to teleport to another tadpole-infected creature.
  • Reflective Shell
    • A protective shell envelops you. It reflects any projectiles targeted at you to their point of origin. Does not affect creatures that don’t rely on sight or that can see through illusions.
  • Transfuse Health
    • Sacrifice half your remaining hit points to heal a target for the same amount.

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