illithid powers skill tree and progression

Baldur’s Gate 3 Illithid Powers – Skill Tree Progression

Baldur’s Gate 3 Illithid powers are unique abilities that are accessible to characters who have been infected by a mind-flayer parasite (tadpoles). These powers can be unlocked by acquiring brain parasites from loot or by defeating enemies. These Illithid powers are presented as a large skill tree, and characters can spend acquired brain parasites to gain new skills and passive abilities, enhancing their capabilities both in and out of combat.

List of all BG3 Illithid powers: Favorable Beginnings, Force Tunnel, Concentrated Blast, Psionic Overload, Transfuse Health, Charm, Luck of the Far Realms, Perilous Stakes, Shield of Thralls, Displace, Cull the Weak, Psionic Backlash, Ability Drain, Stage Fright, Psionic Dominance, Absorb Intellect, Mind Sanctuary, Fracture Psyche, Black Hole, Mind Blast, Illithid Expertise, Repulsor, Freecast, Displacer Beast Shape, Fly.

Illithid powers skill tree and progression
Illithid powers skill tree and progression

Some of the Best Illithid powers are:

  1. Luck of the Far Realms: This power allows the character to turn a successful attack roll into a critical hit once per day. It is particularly effective for fighting classes like paladins and rogues. It works excellent with Paladin’s divine smites and allows them to output a ridiculous amount of damage.
  2. Perilous Stakes: This power makes an enemy vulnerable to all damage. The enemy must fail an intelligence saving throw for this effect to take place, so use this to target enemies with low INT. This power turns enemy’s resistances into vulnerabilities. Being vulnerable to all damage means that resistances are overridden, making this power quite potent. Keep in mind that this will not remove immunities that enemies might have.
  3. Shield of Thralls: This is an exceptional Illithid power due to its unique mechanics. This ability lets you create a protective shield around yourself that grants 10 temporary hit points. However, the shield has an intriguing twist: when the temporary hit points are depleted and the shield breaks, it triggers an explosion that stuns both you and nearby enemies. While it might seem counterproductive to stun yourself, the brilliance of this ability lies in its tactical use. You can strategically apply the shield to weaker allies like familiars, zombies, or thralls, and then deliberately provoke attacks against them, causing the shield to burst and stun surrounding enemies. This stun effect, which most enemies can’t easily resist, is a potent status alteration that effectively wastes the enemy’s turn while also granting you advantage to hit them. In essence, the Shield of Thralls offers a powerful crowd-control option and a clever way to manipulate the battlefield to your advantage.
  4. Mind Blast: This ability resembles the mind flayer’s ability to stun and damage enemies in an area-of-effect cone. This can be a powerful crowd-control tool. Mind Blast inflicts substantial psychic damage in a wide cone and requires an Intelligence saving throw from targets. Those who fail this throw become stunned, effectively wasting their turn. This ability synergizes well with skills like Black Hole, which allows you first to group up all the enemies and then mind blast them.
  5. Fly: Fly grants the power of flight, allowing movement of 18 meters per turn (base move speed). It’s advantageous for both melee and ranged characters, facilitating versatile movement on the battlefield.
  6. Black Hole: Black Hole stands out as a favorite ability due to its remarkable effects. It pulls in a large group of enemies, slowing their movement and reactions while limiting them to a single action or attack per turn. This ability can be recast for the next five turns (it refreshes on short rest), which is particularly potent in combination with area-of-effect spells. It’s a clever way to group enemies for devastating AOE attacks.
  7. Mind Sanctuary: This ability allows you to shape a magical nexus that enables seamless interchange between actions and bonus actions for three turns, usable once per day. When cast on your party, this aura empowers you to use actions as bonus actions and vice versa. This feature enables dynamic combinations that amplify your capabilities; for example, you can cast a spell using your bonus action after utilizing an action, effectively optimizing your turn. For characters with multi-step abilities like rangers, such as casting Hunter’s Mark as an action and then employing a bonus action for something like Stunning Strike, the benefits are evident. Although remaining within the aura sphere can be challenging, Mind Sanctuary significantly enhances your action economy and opens doors to strategic, powerful combinations, making it a highly recommended and versatile ability.

Illithid powers are extremely powerful and can greatly enhance a character’s effectiveness in combat and other situations. These powers are a central gameplay mechanic in Baldur’s Gate 3, allowing players to tap into the unique abilities granted by the mind flayer parasite infection.

So, let’s break down these mind flayer powers, their possible progression, and their use cases.

BG3 Illithid Powers and their Progression

So how does one unlock Illithid Powers, you might ask?

In Baldur’s Gate 3, you can unlock Illithid powers through a dream, where you’ll get the chance to unlock your Illithid abilities. To access new powers, you must encounter a mind-flayer parasite by defeating certain enemies. Once you acquire a parasite specimen, you can open your mind to the tadpole, leading to a cutscene that grants you access to the Illithid power skill tree. This tree lets you upgrade existing abilities and gain new ones.

Let’s look at each Illithid power in detail.

Favorable Beginnings

BG3 Illithid Powers Favorable Beginnings
  • Type: Feature
  • Description: The first Attack Roll or Ability Check you make against any target gains a bonus equal to your Proficiency bonus.

Force Tunnel

BG3 Illithid Powers Force Tunnel
  • Type: Action
  • Description: Charge forward, pushing all objects and creatures in your path 4m away from you. Doesn’t Provoke Opportunity Attacks. 9m Short Rest

Concentrated Blast

BG3 Illithid Powers Concentrated Blast
  • Type: Action
  • Description: 6~36 3d6 Psychic +3d6 Conditional 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. 9m Per turn

Psionic Overload

BG3 Illithid Powers Psionic Overload
  • Type: Action
  • Description: 1~4 Damage 1d4Psychic Your attacks deal an additional 1~4 Psychic damage, but you take 1~4 Psychic damage every turn. 10 turns Short Rest

Transfuse Health

BG3 Illithid Powers Transfuse Health
  • Type: Action
  • Description: Sacrifice half your remaining hit points to heal a target for the same amount.


BG3 Illithid Powers Charm
  • Type: Reaction
  • Description: Channel the dark allure of the tadpole to Charm an enemy that attacks you, preventing them from attacking you until their next turn.

Luck of the Far Realms

BG3 Illithid Powers Luck of the Far Realms
  • Type: Reaction
  • Description: When you make a successful Attack Roll against a foe, you can change that hit into a Critical Hit. Long Rest

Perilous Stakes

BG3 Illithid Powers Perilous Stakes
  • Type: Action
  • Description: 2~16 Healing 2d8 Invest a creature with power that heals it when it attacks, but also make it Vulnerable to all damage. 3 turns 9m Long Rest

Shield of Thralls

BG3 Illithid Powers Shield of Thralls
  • Type: Action
  • Description: 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 9m INT Save Short Rest


BG3 Illithid Powers Displace
  • Type: Feature
  • Description: Creatures suffering Falling damage because of your actions take an additional 1~8 Psychic damage.

Cull the Weak

BG3 Illithid Powers Cull the Weak
  • Type: Feature
  • Description: 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.

Psionic Backlash

BG3 Illithid Powers Psionic Backlash
  • Type: Reaction
  • Description: 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.

Ability Drain

BG3 Illithid Powers Ability Drain
  • Type: Feature
  • Description: 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. Per turn

Stage Fright

BG3 Illithid Powers Stage Fright
  • Type: Action
  • Description: 2~12 Damage 2d6 Psychic (Conditional) Your targets have Disadvantage on Attack Rolls and take 2~12 Psychic damage each time they miss. 3 turns Targets overcome their Stage Fright early when they succeed an Attack Roll. 18m WIS Save Short Rest

Psionic Dominance

BG3 Illithid Powers Psionic Dominance
  • Type: Reaction
  • Description: 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.

Absorb Intellect

BG3 Illithid Powers Absorb Intellect
  • Type: Actions
  • Description: 1~8 Healing 1d8 Gobble up a foe’s intellect, lowering their Intelligence by 1 per turn and healing your wounds for 5 turns. 1 turn 9m Short Rest

Mind Sanctuary

BG3 Illithid Powers Mind Sanctuary
  • Type: Actions
  • Description: Sculpt a magical nexus that allows those within to take actions and bonus actions interchangeably. 3 turns 9m Long Rest

Fracture Psyche

BG3 Illithid Powers Fracture Psyche
  • Type: Actions
  • Description: 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 9m INT Save Short Rest

Black Hole

BG3 Illithid Powers Black Hole
  • Type: Feature
  • Description: Create a point of intense gravity that pulls in all nearby enemies and possibly Slows them. Five more black holes can be summoned after this spell’s initial casting. Afterwards, you must Short Rest before casting it again.

Mind Blast

BG3 Illithid Powers Mind Blast
  • Type: Action
  • Description: 9~37 Damage 4d8 +5 Psychic Spew forth a conical wave of psychic energy and possibly Stun targets within. Stun: 1 turn 14mINT Save Long Rest

Illithid Expertise

BG3 Illithid Powers Illithid Expertise
  • Type: Feature
  • Description: You have deepened your sense of self, gaining Expertise in Persuasion, Deception, and Intimidation Checks.


BG3 Illithid Powers Repulsor
  • Type: Action
  • Description: 2~12 Damage 2d6 Force Push anything and anyone back 6m. On Save: Targets still take half damage. 6m STR Save Short Rest


BG3 Illithid Powers Freecast
  • Type: Feature
  • Description: 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.

Displacer Beast Shape

BG3 Illithid Powers Displacer Beast Shape
  • Type: Action
  • Description: 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 Long Rest


BG3 Illithid Powers Fly
  • Type: Action
  • Description: Fly to target position. 18m

BG3 Illithid Powers Consequences and Downsides

So the question that might arise is should you use the Illithid powers and are there any Consequences and Downsides by doing so?

In short, using Illithid Powers in BG3 won’t mess things up for you. If you’re worried that going all-in with these powers might give you a weird ending or change your character completely, don’t stress—it won’t happen.

There are some things to consider when you over-use those tadpoles. Some of your companions, like Shadowheart and Lae’zel, won’t be thrilled with your tadpole-eating choices. On the flip side, Gale and Astarion will actually cheer you on for making the most out of those tadpole powers. Plus, you might notice some cool black veins creeping up on your character’s body the more Illithids you munch. No big deal though, it’s just a cosmetic touch, no gameplay impact.

So, are there any big consequences for using Illithid Powers?

Well, the only real twist comes around Act 3 in BG3. You’ll get the chance to unlock more Illithid Powers by becoming a half mind flayer. But this doesn’t tie directly to the earlier Illithid Powers you’ve been using. If you go the half mind flayer route, that’s when things might get interesting for your ending and the story’s flow.

But honestly, for just using the powers, there’s no major trouble. In fact, you’d be missing out on some seriously cool stuff if you don’t try them out. Overall, it’s about getting into your character’s shoes and deciding what feels right. So go ahead and dive in, or not—whatever brings out the best in your game!

BG3 Illithid Powers Coop

When playing BG3 in Coop or multiplayer mode, you and your friends will have to share the tadpoles that you acquire. This means that every player’s Illithid powers acquired via the skill tree are individual, so you must collect tadpoles for all the players.


Illithid powers are a super powerful feature that makes your character perform amazing feats and it makes the game more enjoyable to play. With almost no consequences and downside, I would recommend all players to just go ahead and try the Illithind powers out for themselves. Have a lot of fun obliterating your enemies!

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