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Baldur’s Gate 3: How to Get Improved Illithid Powers

Get improved Illithid Powers to unlock the true potential of the parasite in Baldur's Gate 3.

If you decide to make use of the tadpole parasite wiggling in your skull, you might be wondering how to get improved Illithid powers in Baldur’s Gate 3. Using your new abilities gives you access to a new skill tree and points to spend within it. However, you can unlock more Illithid powers that are stronger than the first set you have access to. Beware! Spoilers follow.

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How to Get Improved Illithid Powers in Baldur’s Gate 3

To get improved Illithid powers in Baldur’s Gate 3, you have to either eat the Astral-Touched Tadpole in Act 2 after encountering the Emperor or open your mind to it.

If you want to improve your Illithid powers and have access to all the skills offered on this extra tree, it’s best to start working toward your goal as early as you can. You’ll still want to be careful, since overusing your powers can result in a bad ending. However, the game will warn you early enough that you can cut back on using these powers before you’re locked into that ending.

Using Illithid Powers in Baldur’s Gate 3

Before you can improve your Illithid powers, you have to begin with simply using them. Once you start selecting Illithid options, you’ll unlock a cutscene that’s a dream sequence with your Guardian that leads to being able to access the Illithid power skill tree. Next, you’ll need to work on getting points to put in these abilities.

Consuming Tadpoles for Illithid Skill Points

To gain points, you must consume Tadpoles. I got my first one from Edowin after choosing Illithid options when he was on the verge of death, and you can pull his Tadpole out and make it a snack for yourself. You can also find Tadpoles to eat in the world, such as in Brine, which makes it feel like a kind of Mindflayer food foraging session. So, be sure to explore and interact with objects to see what you might find.

Receiving the Astral-Touched Tadpole in BG3

Your final upgrade for Illithid powers comes at the end of Act 2 when you encounter The Emperor. After helping The Emperor in battle, you’ll be presented with an Astral-Touched Tadpole and have four options of what to do. To unlock the strongest Illithid powers, you need to choose to either eat this Tadpole or open your mind to it. But what’s the difference?

Eating the Astral-Touched Tadpole

If you eat the Astral-Touched Tadpole, you’ll gain the power upgrade and unlock all of the first tier’s powers, which gives you back the points to put in higher skills. You basically become half-Illithid, and you’ll see your appearance change as a result of this. However, you won’t be able to give companions these upgraded abilities.

Opening Your Mind to the Astral-Touched Tadpole

If you open your mind to the Astral-Touched Tadpole, you get it as an item. You still get the power upgrade that you would from eating it, but in this case, you can try to convince your companions to also open their minds to the Tadpole.

So, if you’re wondering how to get improved Illithid powers in Baldur’s Gate 3, these are the steps you want to follow. Just be careful and pay attention to the game’s warnings if you don’t want to fully become a Mind-flayer in the process of seeking power. Otherwise, check out our BG3 guide hub for topics like how to find the mushroom picker or how to disable Steel Watch Robots in Act 3.


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Melissa Sarnowski
Melissa Sarnowski has been working as a gaming writer professionally for two years, having been at GameSkinny for over a year now as a horror beat writer. She has an English degree from University of Wisconsin - Madison. While she focuses on all things horror, she also enjoys cozy games, MMOs like FFXIV and WoW, and any and everything in between.