In addition to all the interesting changes to the rules, feats and other mechanics of 5th Edition Baldur’s Gate 3 introduced, it also added an intriguing new mechanic in the form of Illithid Powers. These powers are a manifestation of your connection with the tadpole in your head. This simple yet surprisingly deep subsystem is entirely optional, but choosing to engage in it will make your life in Baldur’s Gate 3 much easier, especially on higher difficulties. It also offers some intriguing new ways to play classic builds or create entirely new ones that may not be viable under other circumstances.

This article is meant to present all of the available powers you can obtain in the game and break down which are worth your time and which are maybe worth skipping.

As a disclaimer: everything in this article contains heavy spoilers for the entire game so please proceed at your own risk. YOU HAVE BEEN WARNED!

Table of Contents


RPGBOT uses a color coding scheme to rate individual character options.

  • Red: Bad, useless options, or options which are extremely situational. Nearly never useful.
  • Orange: OK options, or useful options that only apply in rare circumstances. Useful sometimes.
  • Green: Good options. Useful often.
  • Blue: Fantastic options, often essential to the function of your character. Useful very frequently.

RPGBOT is fan content published under Larian’s Fan Content Policy. This is not official content, and RPGBOT has no official relationship with Larian.

The Awakened Buff [MAJOR SPOILERS]

Before getting into the powers it is important to acknowledge a somewhat secret yet no less valuable buff for your Illithid Powers which you should consider getting. At the beginning of Act 2, you have the option to find the Githyanki Creche in the Mountain Pass, either as part of Lae’zel’s story quest or on your own. At the Creche there is a device called a Zaith’isk that is supposed to be able to cure you of the tadpole. It won’t and everything about the situation tells you that using it is a bad idea.

Should you ignore those warnings and pass three saving throws of not-inconsequential difficulty, you will be rewarded with the secret “Awakened” buff which turns all of your Illithid powers into bonus actions. This is extremely powerful and will factor into the overall rating of some powers. If the awakened buff would change a power’s rating, I will put a second rating next to the power’s title that factors it in. 

A word of caution, though, if you choose to obtain this buff: It can only be obtained by your main character and it requires refusing Lae’zel the opportunity to use the device herself. This will cost you approval if she is in your party. Also, if you fail any of the saving throws while in the Zaith’isk, you will not get the awakened buff and instead you will take a permanent penalty to some of your stats. Make sure to use all of your inspiration points and buffs like Bless and the Resistance cantrip if any are available to you.

Tier I Powers

The basic “inner ring” powers. To unlock these powers, you will need to have met your Dream Guardian which will unlock the Illithid Powers subsystem. Even before that, though, you should try to collect as many mindflayer tadpoles as you can. These are located throughout the world and I’ve listed where you can find them at the end of this article. If you want to unlock this feature for your party members so that they can use the tadpoles too, you will need to pass a hefty Persuasion check to convince them that using the tadpoles is worth it. Gale and Astarion didn’t require persuasion checks on my runs, but your mileage may vary. Note that only characters that already have a Mindflayer parasite will be able to use this system. Sorry Halsin.

It is also worth noting that if you choose to use the astral tadpole in Act 3 all of the Tier I powers will be unlocked for you for free and your tadpoles will be refunded, so consider that in your calculus.

  • Concentrated Blast | Awakened
    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. The spell you were concentrating on, will end.
    Type: Action
    Recharges: 1/turn

    Very situational. It requires you to break your concentration on a spell and target someone else who is also concentrating on a spell to get the most out of it. This means characters that can’t cast spells get absolutely nothing out of it. The damage is decent, but, unless you’re concentrating on something like guidance (spells from items count here), hex, or detect thoughts, it’s almost never worth breaking your concentration and prematurely ending your own spell.

  • Favorable Beginnings
    The first Attack Roll or Ability Check you make against any target gains a bonus equal to your Proficiency bonus.
    Type: Passive Feature

    This is just a solid power that is useful in a variety of situations. Especially in combat, this can ensure that you hit a target for that one really powerful attack at the beginning of a fight.

    One thing to note about this power, though, is that it seems that, if your companions hit your intended target first, this power will not activate on that target for you. It’s unclear if this is a bug or not, but, regardless, ensure that your companions are hitting different targets than the one you would like the character with this power to attack first.

    In social situations, this is very useful as there are several encounters where you will be called to do some sort of check within the first few minutes of meeting an NPC. This is also really helpful for getting out of trouble with guards.

  • Force Tunnel | Awakened
    Charge forward, pushing all objects and creatures in your path 4m away from you. Doesn’t Provoke Opportunity Attacks.
    Type: Action
    Recharges: Short Rest

    This ability is really good. It doesn’t use your movement so at minimum it’s a free repositioning maneuver, it doesn’t provoke opportunity attacks, and it pushes people away from you without regard to their size or strength. The obvious use case is to put this on a squishy spellcaster to get out of a bad situation, but even martials can benefit from the extra boost to movement and repositioning. Its only real downside is that it requires an action. It recharges on a short rest, so, realistically, you will be able to use it once per battle, which is more than enough.

  • Psionic Overload | Awakened
    Your attacks deal an additional 1~4 Psychic damage, but you take 1~4 Psychic damage every turn.
    Type: Action
    Recharges: Short Rest

    This seems like a bad trade. A bit of extra damage for guaranteed damage on myself every turn? For the first part of the game that is very much true. Once you get access to more attacks, though, the trade off definitely becomes worth it. This is obviously better taken on a Fighter, Barbarian, or Paladin. Someone with a lot of health to spare and multiple attacks. If all two or three of your attacks hit, you will be getting an extra 3-12 damage every turn while you will still only take at max 4 damage per turn, and that’s before considering possible resistance to psychic damage. It’s nothing super game changing, but it adds up quickly, especially considering Psychic damage is rarely resisted.

  • Transfuse Health | Awakened
    Sacrifice half your remaining hit points to heal a target for the same amount.
    Type: Action
    Recharges: 1/turn

    This is a fantastic power for a Fighter or especially a Barbarian; really anyone who has a lot of health to spare. Not only will it heal most of your other party members to almost full depending on how squishy they are, it can also activate certain item and passive buffs that require you to be at a lower health threshold. Getting this on multiple martials can ensure they keep healing each other to some degree as the effect works off of half your current health, not your max. If you have the awakened buff, this makes the power even better. Just be careful you don’t make yourself too vulnerable using this power.

Tier II Powers

These are the second ring of the Illithid Powers menu and the ability to take them is unlocked by having specific Tier I powers. If you choose to not use the astral tadpole, this will be the extent of the powers you can receive.

  • 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 weapons usually Dexterity, and for spells usually your Spellcasting Ability.
    Type: Passive Feature
    Prerequisite: Psionic Overload

    The value of this ability depends on the class using it. Since it bases the ability that is being drained on what ability you are actively using in combat, this can have varying effects. On martials that use Strength and Dexterity this is invaluable. Reducing a person’s Strength reduces most enemies’ ability to hit as well as the damage they deal. Reducing Dexterity reduces the same for rogue-type enemies as well as reducing any target’s armor class if they aren’t wearing heavy armor. On Wisdom-based casters like Clerics and Druids this can be brutal as well, softening up your target for your powerful save-or-suck spells. All of this is cumulative and stacks so if you give this to all your teammates they will build on each other. On Intelligence or Charisma-based casters, though, this ability is practically useless.

  • Charm
    Channel the dark allure of the tadpole to Charm an enemy that attacks you, preventing them from attacking you until their next turn.
    Type: Reaction
    Prerequisite: Favorable Beginnings

    This is a useful feature to have, especially for squishy casters and martials who don’t like getting hit. The downside is that the target has to attack you at least once before you can trigger this. The attack doesn’t have to hit, but it does have to occur, so this power is useless against casters or enemies without multiple attacks. It also uses your Reaction, which can sometimes be better saved for other things depending on your features.

  • 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.
    Type: Passive Feature
    Prerequisite: Concentrated Blast

    This is a weird one as its value goes up as you invest more points into Illithid powers. It also requires you to get one of the worse Tier I options. If you plan on exploiting this, go all in and hoard those tadpoles for one character.

  • Displace
    Creatures suffering Falling damage because of your actions take an additional 1~8 Psychic damage.
    Type: Passive Feature
    Prerequisite: Concentrated Blast

    A situational passive. If you find yourself shoving people off high places (not into chasms since those are instant death and don’t care about damage), this is worth taking, otherwise save your tadpoles. That said, if you plan on getting Black Hole, a very strong Tier III power, this is a requirement.

  • Luck of the Far Realms
    When you make a successful Attack Roll against a foe, you can change that hit into a Critical Hit.
    Type: Reaction
    Recharge: Long Rest
    Prerequisite: Concentrated Blast

    What more is there to say other than that a guaranteed crit once per long rest is invaluable? Every class can benefit from a guaranteed crit in some form. Make sure you save this for those big tough enemies where you can unload all your heavy hitting attacks like a smite or a sneak attack. This feature does seem a bit buggy, though, as it doesn’t appear to function correctly with some item bonuses that interact with crits. As an example, the Surgeon’s Subjugation Amulet will not trigger its paralyze effect when you crit using this feature, but will consume the daily charge anyway. Be warned.

  • Perilous Stakes | Awakened
    Invest a creature with power that heals it when it attacks, but also make it Vulnerable to all damage. Lasts for 3 Turns
    Type: Action
    Recharges: Long Rest
    Prerequisite: Transfuse Health

    This power has a lot working against it. It’s an action and it gives you a pretty brutal tradeoff for what amounts to 2d8 healing for each attack. Even at higher levels with more attacks I would really only suggest using this on a Barbarian. It essentially cancels out your Rage resistance in exchange for healing on every attack, which is pretty good for your survivability assuming you aren’t fighting something that would ignore your resistance normally anyway. Even then, you’re better off getting this on someone who isn’t your Barbarian to buff them, as Barbarians need their actions to attack and maintain their rage.

    Another use for this is targeting an enemy to make them vulnerable to all damage. You wouldn’t want to put this on something that makes a lot of attacks like a certain boss with excellent unique music, but, if you’re not making targets Wet and abusing that or if you have high-damage strikers that use other damage types, this can be a valuable tool to burst a target down. It does allow a save, but seems to target Intelligence saves like the rest of the Illithid powers, which means nearly all targets in the game have little chance to resist.

    While this is very powerful, at the cost of an Action it’s usually not as good as making your target Wet and doing a lot of damage that way.

  • Psionic Backlash
    When an enemy within 9m casts a spell, you can use your reaction to inflict 1d4 Psychic damage to the caster per the spell’s level.
    Type: Reaction
    Prerequisite: Concentrated Blast

    This is a very funny power that also uses your reaction. I have killed more than my fair share of spellcasters with this ability and it is never not hilarious. Enemies who you might not consider spellcasters can still trigger this because many unique abilities are implemented as spells, but they’re also implemented as 1st-level spells, so the damage you deal is negligible. It also fights for your Reaction, so put it on someone who doesn’t normally use their reactions much.

    Putting this on multiple characters can allow you to quickly nuke enemy spellcasters whenever they have the nerve to cast a spell in your presence. However, it does mean saddling your whole party with Concentrated Blast.

  • Repulsor | Awakened
    Push anything and anyone back 6m. On a save, targets still take half damage
    Type: Action
    Recharges: Short Rest
    Prerequisite: Force Tunnel

    This, on paper, should be an upgrade to your force tunnel, but it makes a previously universally useful power more situational. It does damage, but not enough to make a huge impact (2d6) and your enemies now get a save to resist it. It also affects your allies. In most cases, you are better off using Force Tunnel even though it does no damage.

  • Shield of Thralls | Awakened
    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
    Type: Action
    Recharges: Short Rest
    Prerequisite: Transfuse Health

    There’s really no downside to this ability. You can cast it outside of combat and it lasts until it’s broken or your next long rest (making it a good candidate for camp casting if you can afford to put tadpoles on your extra characters somehow), it recharges on a short rest, and stunning enemies is always useful, even if it’s just for one turn. Temporary hit points are also useful for anyone. The only real drawback is that, if the shield is broken by ranged attacks, its stun effect is effectively wasted, so, if you want to optimize its use, cast it on a frontliner. I would honestly recommend just taking this on everyone if you feel you can spare the tadpoles.

  • Stage Fright | Awakened
    Your targets have Disadvantage on Attack Rolls and take 2~12 Psychic damage each time they miss. Targets overcome their Stage Fright when they succeed on an Attack Roll. Lasts 3 turns
    Type: Action
    Recharges: Short Rest
    Prerequisite: Psionic Overload

    The value of this power really depends on how you use it. It’s best used on enemies that are attacking your high AC Defender in order to get the most out of its damage. It’s also an AoE debuff that won’t affect your allies. Its biggest drawback is that it’s an Action for an effect that lasts at most 3 turns. Realistically, it won’t even last that long and you are better off using your Action to just attack. However, if you are awakened, there is no real downside to this ability, especially if you have nothing else to use your Bonus Action on.

  • Survival Instinct | Awakened
    Infuse a creature with psionic force. If it reaches 0 Hit Points, it heals instead of falling Unconscious. Lasts 3 turns
    Type: Action
    Recharges: Short Rest
    Prerequisite: Side Quest

    This special power can only be obtained by your main character but is a great ability to have. Cast this on your healer or your Defender if they look like they might go down in the next few turns. To get this ability you need to help Omeluum the Mindflayer in the Myconid colony of the Underdark in Act I.


Tier III powers can only be unlocked at the beginning of Act III. Your Dream Guardian will offer you an Astral Touched Tadpole to awaken your Illithid potential. This will then give you all the Tier I powers for free, refund any tadpoles you spent on Tier I powers, grant you the Fly ability, and unlock the Tier III powers. The only downside is cosmetic as it will make your character look somewhat evil with black eyes and dark veins on their face (although there are mods to fix this). Accepting the tadpole does not lock you into a bad ending, it is just the cosmetic changes.

If you commune with the tadpole rather than consume it, you can also have your companions gain its power as well if you so choose. 

WARNING: If you have used any tadpoles on your main character you will be unable to refuse the astral tadpole unless you pass a pretty hefty (DC 21) Wisdom save. Be prepared.

  • Absorb Intellect | Awakened
    Gobble up a foe’s intellect, lowering their Intelligence by 1 per turn and healing your wounds for 5 turns
    Type: Action
    Recharges: Short Rest
    Prerequisite: Perilous Stakes or Displacer Beast Shape

    Situational. Towards this stage of the game there are a lot of enemies that will resist this effect and the healing you get from it is pathetic (1d8 per turn). The fact that it’s an all-or-nothing spell makes it even worse. Being Awakened makes it just barely more usable. It can debuff enemy Intelligence-based casters (wizards), but it’s too slow to be meaningful on its own.

  • Black Hole | Awakened
    Summon a black hole that pulls in nearby enemies and potentially Slows them. Up to five more black holes can be summoned after first casting.
    Type: Action
    Recharges: Short Rest
    Prerequisite: Displace

    The ability to pull a bunch of enemies to a single point, slow them and recast it for several turns is amazing. As a bonus action it is godly, easily warranting a blue rating. It’s worth taking Displace purely for this.

  • Displacer Beast Shape | Awakened
    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
    Type: Action
    Recharges: Long Rest

    This is essentially a free wild shape form for everyone. It’s a fantastic beast form to use too. At 85 hp it has 4 less than the moon druid’s non-myrmidon capstone form of Sabre-Toothed Tiger. You also get several attacks including a tentacle whip, an ability to summon an illusory version of yourself, and an ability to displace which causes you to teleport with a hostile creature dealing psychic damage and summoning a clone of yourself at the spot you left. It’s also another pool of hitpoints. If you are awakened, this is blue and there is no reason not to use this unless you are a spellcaster or your build is heavily optimized.

  • Fly
    Fly to a target position. Uses movement speed and doesn’t take an Action
    Type: Passive Feature

    You get this one for free after using the astral tadpole and it is all upside. Unlike most other fly abilities in the game, this uses no action and is just considered a different form of movement for you. One RPGBot member put all their tadpoles into Gale and this solved the problem of him getting stuck behind people jumping chasms forever.

  • Fracture Psyche | Awakened
    Invade a target’s mind and disrupt its defences. The target’s Armour Class is reduced by 1. If the target dies while its psyche is fractured, you can cast Shatter Psyche on another target
    Type: Action
    Recharges: Short Rest
    Prerequisite: Ability Drain or Illithid Expertise

    This seems like a decent ability at first glance, but then you remember Ability Drain exists and you can probably pull off more AC from your target if you use a Dexterity weapon with a character that has Ability Drain. The only time this beats Ability Drain is if for some reason you don’t have a Dexterity user with Ability Drain or you are fighting against someone who doesn’t use Dexterity for their AC (like a person wearing heavy armor). As a bonus action the value of this power definitely increases enough to rate it green, but it’s still only -1 AC.

  • Freecast
    You have discovered a marvellous adaptability within yourself. Spell slots, charges, and similar resource costs for your next action or spell are removed. Refreshes after Long Rest.
    Type: Toggleable Passive Feature
    Recharges: Long Rest
    Prerequisite: Shield of Thralls or Mind Sanctuary

    In direct competition with Mind Sanctuary for the best ability in the game. Nearly everyone can benefit from this feature in some way. A free rage for Barbarians, free wild shape for Druids, free spells or and/or metamagic for Sorcerers, etc. Naturally the question then just becomes who is this more valuable for and that depends on your team composition and playstyle.

    I would say if you have to choose one person to give this to, give it to your main caster. Being able to cast two 6th-level spells in a day is just infinitely more powerful than a free Stunning Strike on your Monk.

  • Illithid Expertise
    You have deepened your sense of self, gaining Expertise in Persuasion, Deception, and Intimidation Checks. Also grants Proficiency in those skills if not already possessed.
    Type: Passive Feature
    Prerequisite: Luck of the Far Realms or Fracture Psyche

    This is really only useful for high charisma characters or characters you plan on doing most of the talking with. If you choose to take this, consider respecing if you took one of these skills earlier so you can avoid redundancies in your skill choices. For Face characters there is no denying how valuable this is, but by the time you can get this there are numerous build options to get Expertise, so you may prefer to spend your tadpoles elsewhere unless you’re optimizing for Cull the Weak.

  • Mind Blast | Awakened
    Spew forth a conical wave of psychic energy and possibly Stun targets within.
    Type: Action
    Recharges: Long Rest
    Prerequisite: Cull the Weak

    For martial-focused characters, this is a pretty solid AoE spell-like ability that sets you up to exploit your stunned foes. For casters this is less useful as you have spells that can do as much or more with much safer positioning.

  • Mind Sanctuary | Awakened
    Sculpt a magical nexus that allows those within to take actions and bonus actions interchangeably. Lasts 3 turns
    Type: Action
    Recharges: Long Rest
    Prerequisite: Psionic Backlash or Freecast

    Arguably the best single ability in the game. The ability to put down an AoE that allows anyone stepping into it to exchange their actions for bonus actions and vice versa is incredibly powerful. Keep in mind positioning this ability is important as anyone in its area gains the effect, enemies included. It also is a stationary area with a relatively small radius, so casters and ranged characters will definitely get more out of this than melee-focused characters.

    To maximize the effect here, consider three levels in Thief for Fast Hands to get an additional Bonus Action, effectively giving you three Actions in a turn.

  • Psionic Dominance
    Use your reaction to cancel a spell targeted at you if its spell level is less than or equal to your proficiency bonus.
    Type: Reaction
    Prerequisite: Charm

    This is essentially free counterspell-lite. From 9th level onward this essentially allows you to shut down any spell cast of 4th level or lower. The only real downside is that it uses your Reaction. If you are facing multiple casters you will also need to be choosy about which spell you counter. I highly recommend getting this on all your teammates to cover your bases and ensure casters are effectively useless against you, especially if you pair it with actual counterspell.

Mindflayer Tadpole Locations [MAJOR SPOILERS]

Below is a list of available tadpoles which I and the community have managed to locate. Keep in mind that this may not be a complete list and there may in fact be other hidden tadpoles somewhere in the game which people haven’t found yet. This game is massive and has tons of intricacies to it, so such a scenario is not inconceivable. It’s safe to say this section has the biggest spoilers of anything in the article so this is your final warning. Proceed no further if you want to avoid any spoilers!

Act 1

  • Dropped by the Following NPCs:
    • Dror Ragzlin at the Goblin Camp
    • Edowin in the forest near the Owlbear Den (X: 139, Y: 444)
    • Flind, the Gnoll Warlord during the quest “Find the Missing Shipment” (X: 33, Y: 594)
    • Minthara at the Goblin Camp
    • Nere at Grymforge in the Underdark
    • Priestess Gut at the Goblin Camp
  • Found in the Enclave Library of the Druid Grove next to the dead drow
  • Siding with the Absolute will grant you “Gifts from the Absolute”, giving you as many as you would have received from killing the 4 true soul leaders (Dror, Gut, Minthara and Nere)

Act 2

  • Three can be found in the infirmary at Creche Y’llek on the two tables at either side of the Zaith’isk
  • Dropped by the following NPCs:
    • Adept Merim during the assault on Moonrise
    • Disciple Z’rell during the assault on Moonrise
    • Flaming Fist Marcus after defeating him at the Last Light Inn when he attempts to kidnap Isobel
    • Linsella in the Moonrise Kitchens
    • Zealot Malik during the assault on Moonrise
  • Can obtain two from the Zhentarim shipping crate at the Moonrise Towers dock. (X: 70, Y: 187)
  • One is on Zealot Krizt’s body in the Oubliette at Moonrise (X: 628, Y: -92)
  • The brine pool of the Mind Flayer Colony (X: 678, Y: 45)(DC 16 Perception check required)
  • Isobel will have one if fought at Moonrise
  • Will gain one for aiding in the abduction of Isobel
  • Gain one from helping Balthazar secure the Nightsong.

Act 3

  • Gain a special Astral-Touched Tadpole from your Dream Guardian
  • Dropped by the following NPCs:
    • Avery Sonshal at Felogyr’s Fireworks in the Lower City
    • Sally Flymm, Gortash’s Mom in the Lower City (X: -30, Y: -116)
    • Dravo Flymm, Gortash’s Dad in the Lower City (X: -30, Y: -116)
    • Manip Edenosa in Bloomridge Park
    • Churg Elvek, a man preaching near the Steel Watch ship (see below)
  • One gained from a Mind Flayer Brain in the Windmill basement of Rivington (X: 44, Y: -38)
  • Found on a barrel at the Rivington Docks near the Stone Lord Thugs (X: -225, Y: 108)
  • Two are found in the Zhentarim crate at the Rivington docks if not found in Act 2 (X: -212, Y: 129)
  • On a table of the ground floor of Sorcerous Sundries (X: -8, Y: -91)
  • Found near cauldron in the basement of the Blushing Mermaid (X: -2336, Y: -120)
  • On a table near Omeluum in the Iron Throne (X: -45, Y: 17)
  • On a desk on the second floor of The Lodge in the Lower City (X: -207, Y: -87)
  • Found on a table in the Sanguine Laboratory accessed through Crimson Draughts in the Lower City (x: -92, Y-91)
  • High Security Vault n.6 at the Counting House in the Lower City (X: -715, Y: 882)
  • Six are in a Cargo Shipment on a ship protected by Steel Watchers near the Steel Watch Foundry (X: -202, Y: -125)
  • Found in the Steel Watch Foundry Lab (X: -1940, Y: 447)