Illithid Powers are unique abilities in Baldur’s Gate 3 that you can acquire by consuming Illithid Parasites. As a true soul infected with the Mind Flayer tadpole, you can unlock these powers to gain additional abilities.
However, unlocking these powers is not that simple. In this guide, we will thoroughly examine how you can unlock the Illithid Powers tree and all three tiers to unlock your character’s potential fully.
How to Unlock and Use Illithid Powers
Illithid Powers are not available from the get-go. Once you find and consume three Mind Flayer parasite specimens, a cutscene will trigger upon a long rest. You will be then introduced to the Illithid Powers skill tree by the Guardian. At this point, you can only access the innermost ring.
The powers in the second ring require you to collect powers from Tier 1 to unlock. This is the maximum you can reach until the end of Act 2. No matter what, you can’t unlock the outermost ring of the Illithid Powers skill tree in Baldur’s Gate 3.
The only way to unlock the outermost ring or Tier 3 is by consuming the Astral-Touched tadpole. At the beginning of Act 3, the Guardian will take you to the Astral Plane and offer to evolve you. If you accept his offer and eat the Astral Touched tadpole, you will gain access to Tier 3 powers. This will also unlock all Tier 1 powers automatically.
One Parasite specimen can be used by one party member to gain an Illithid point. Plan carefully and use it on the companions who need these powers the most.
At the end of the game, you will be offered the Supreme Tadpole. Whoever consumes it will become the full-fledged Mind Flayer and obtain all the Illithid Powers from the tree automatically. Some of your Illithid Powers will be upgraded exponentially by becoming a true Mind Flayer.
All Illithid Powers in Baldur’s Gate 3
There are 25 Illithid Powers spanning three rings in the skill tree in Baldur’s Gate 3. We will be covering all in detail below.
Tier 1 Illithid Powers
Tier 1 Illithid Powers in Baldur’s Gate 3 unlock automatically once you have at least 3 Illithid Points. On the skill tree map, which resembles a brain, this tier is represented by the innermost ring.
| Power | Type | Description |
| Concentrated Blast | Offensive | You deal 3d6 Psychic damage to the enemies. You can only use this while concentrating on another spell, which gets canceled. If the enemy is also concentrating, you gain HP equal to the amount of damage dealt. |
| Favorable Beginnings | Passive | You gain a bonus equal to your Proficiency bonus when making a first attack roll or ability check. |
| Force Tunnel | Offensive | Allows you to push enemies away 4m from you while moving forward. |
| Psionic Overload | Offensive | You deal an additional 1d4 Psychic damage to enemies per attack and receive the same amount of Psychic damage per turn. |
| Transfuse Health | Support | You can heal any creature (same amount) by sacrificing half of your HP. |
Tier 2 Illithid Powers
To unlock a power on the middle ring, you first need to unlock the power from Tier 1, which it depends on. This allows you to choose the powers from the skill tree you want.
| Power | Type | Description | Dependency |
| Ability Drain | Passive | When you make an attack roll on an enemy, their corresponding ability is reduced by 1. Ranged Attacks affect Dexterity, and Melee weapons affect Strength ability. | Psionic Overload |
| Charm | Passive | You can use this as a reaction to charm your enemies, stopping them from attacking you for one turn. | Favorable Beginnings |
| Cull the Weak | Passive | If you reduce the HP of any creature below your total Illithid Powers number, it will die instantly, and the nearby creatures will take 1d4 Psychic damage. | Concentrated Blast |
| Displace | Passive | If you make any creature take Fall Damage, they will receive an additional 1d8 Psychic damage. | Force Tunnel |
| Luck of the Far Realms | Passive | Upon making a successful attack roll, you can change it into a critical hit. It can be used once per long rest. | Favorable Beginnings |
| Perilous Stakes | Support | You can make any creature heal when they attack an enemy. However, they become vulnerable to all kinds of attacks. | Transfuse Health |
| Psionic Backlash | Passive | If an enemy attacks you with a spell within the 9m range, you can use a reaction to inflict 1d4 Psychic damage to them per spell level. If the spell is from level 2, they will take 2d8 damage. | Concentrated Blast |
| Repulsor | Offensive | You deal 2d6 Force damage to enemies (half on save) and push them back 9m. | Force Tunnel |
| Shield of Thralls | Support | Creates a temporary shield around you or any ally and increases your HP temporarily by 10. | Transfuse Health |
| Stage Fright | Support | Affected enemies have a disadvantage on their attack rolls. If they miss, they take 2d6 psychic damage. If they succeed, their stage fright is over. | Psionic Overload |
Tier 3 Illithid Powers
The final tier and the outermost ring of the skill tree can only be unlocked by consuming the Astral Touched tadpole. You can obtain it from the Emperor by letting him evolve you.
| Power | Type | Description | Dependency |
| Absorb Intellect | Support | You lower your enemy’s Intelligence skill by 1 per turn. In return, you heal by 1d8 HP for the next five turns. | Perilous Stakes |
| Black Hole | Offensive | Pulls enemies into a black hole and slows them. You can summon five more black holes after the first one once per short rest. | Displace |
| Displacer Beast Shape | Shapeshift | Transform into a Displacer Beast with 85HP. You gain the beast’s Strength and Dexterity while maintaining your Intelligence, Wisdom, and Charisma. Upon reaching 0HP, you go to your original form and HP. | Stage Fright |
| Fracture Psyche | Support | This allows you to reduce an enemy’s Armor Class by 1. If they die in this state, you can use Shatter Psyche on another enemy. | Ability Drain |
| Fly | Support | Allows you or your companions to Fly without using a spell slot or bonus action. | None |
| Freecast | Passive | You don’t need to spend spell slots, charges, or other resources on the next turn. You can only use it once per long rest. | Shield of Thralls |
| Illithid Expertise | Passive | You gain expertise in Intimidation, Persuasion, and Deception skills. | Luck of the Far Realms |
| Mind Blast | Offensive | You deal 4d8 + ability modifier Psychic damage to enemies and stun them. | None |
| Mind Sanctuary | Support | Create a sanctuary that allows you to alternate between actions and bonus actions. You can swap them. | Psionic Backlash |
| Psionic Dominance | Passive | You can use a reaction to cancel any spell whose level is less than or equal to your proficiency bonus. | Charm |
