Baldur’s Gate 3: How to Beat Commander Zhalk and the Mindflayer

Take out Commander Zhalk and the Mindflayer aboard the Nautiloid.

Screenshot by GameSkinny

There’s an encounter in the prologue of Larian’s epic D&D RPG that gives you a nice XP boost and useful item should you choose to interact with the two warring enemies. If so, you’re wondering how to beat Commander Zhalk and the Mindflayer in Baldur’s Gate 3. It’s actually a lot easier than it might look, but there are some useful tips you should know to make things even easier.

How to Beat Commander Zhalk and the Mindflayer in Baldur’s Gate 3

Here’s how to beat Commander Zhalk and the Mindflayer in Baldur’s Gate 3:

  • Recruit the Brain Creature in the first Nautiloid Chamber.
  • Save Shadowheart after Lae’zel joins your party.
  • Protect the Mindflayer from Commander Zhalk (but let its health get low).
  • Focus your attacks to kill Commander Zhalk.
  • Defeat the Mindflayer.

Preparing for the Commander Zhalk and the Mindflayer

To kill Commander Zhalk and the Mindflayer, you’ll need to use every potential party member and spell at your disposal. In the first Nautiloid chamber, have the Brain Creature tag along. It has 21 HP, the most at this stage of the game, allowing it to soak up more damage. A companion, Lae’zel, will join up soon thereafter, and once you reach the pod chamber, make sure to save Shadowheart. She’s a Cleric with important spells for the battle ahead.

As you near the enemies, you’ll notice that Commander Zhalk and the Mindflayer are fighting in the center of the room. You also need to take out three weaker enemy mobs, so just use regular attacks on them (don’t waste your spell slots).

Screenshot by GameSkinny

How to Defeat Commander Zhalk and The Mindflayer

Once you reach the two enemies, you’ll find that the Mindflayer can’t be attacked, though it does take a lot of damage from Commander Zhalk. He also won’t bother with your team, so you’re free to wail away on him. Here are some tips to help you win faster:

  • I had Shadowheart cast Shield of Faith on the Mindflayer to increase its defense and survivability. I also used Guiding Bolt on Commander Zhalk for decent damage.
  • For Lae’zel, I mainly used normal attacks and Lacerate.
  • You can use a Potion of Speed, which grants an extra action (i.e., attack) for three turns.
  • Depending on your class, a few spells can be cast. For instance, I had my Paladin cast Divine Sense, while my Bard used Bardic Inspiration. Wizards, Sorcerers, and Warlocks also have offensive spells.

The idea is to keep attacking Commander Zhalk only since the Mindflayer can’t be targeted (yet). However, you’ll also want to be mindful of the Mindflayer’s HP. Make sure it’s low enough because, once Commander Zhalk dies, the Mindflayer will say that you’re no longer needed, causing it to turn hostile. If its HP is already depleted, you can make quick work of it without worry.

Screenshot by GameSkinny

Battle Rewards: The Everburn Blade

After you kill Commander Zhalk and the Mindflayer, you’ll receive a hefty amount of XP. This is more than enough to reach Level 2, and you’ll be fairly close to hitting Level 3. Moreover, looting Commander Zhalk’s corpse gives you the Everburn Blade. This two-handed greatsword has Pommel Strike, Lacerate, and Cleave as weapon actions. Likewise, it’s always on fire, which means all attacks that hit an opponent will also cause fire damage.

From here, all that’s left is to proceed to the ship’s control dock, all while eliminating a few weaker mobs. Two Cambions will also arrive from the entranceway, so just make a mad dash to reach the controls.

That’s how to beat Commander Zhalk and the Mindflayer in Baldur’s Gate 3. The XP gains are well worth it for leveling up. Moreover, the Everburn Blade will remain a viable weapon for your Barbarians, Fighters, and Paladins due to its damage. For more tips and tactics, you can visit our BG3 guides hub.

About the author

Jason Rodriguez

Jason Rodriguez is a game review and guide writer from the Philippines. He's basically a rare Pokémon.