In Baldur’s Gate 3, whether it’s assisting the gnome slaves in rising against their oppressors or biting off a finger of a goblin, choices matter. However, few decisions hold as much significance as those related to the brain devourer parasite in your head.
When Act 3 begins, you will discover that your Dreamweaver is none other than the Emperor, a treacherous brain devourer who was your shield against the Absolute’s clutches. If you don’t flee in horror, the Emperor will present you with a unique offer — the Astral-Touched Mind Flayer, which can enhance your Illithid powers. The question remains: do you trust the brain devourer or prefer to be cautious?
Warning: This guide contains spoilers for the storyline of Baldur’s Gate 3.
Obtaining The Astral-Touched Tadpole
You will not be able to obtain the “Astral-Touched Mind Flayer” until the completion of Act 2 and the start of your journey towards the city of Baldur’s Gate.
After you decide to conclude Act 2 by heading to Baldur’s Gate, you will not be able to return. Make sure you have completed all unfinished storylines, such as lifting the Shadow Curse!
On your first night in the city, during your long rest at the camp, you are suddenly attacked by Githyanki warriors.
At the same time, you will be plagued by headaches from the psionic transmission of the Absolute’s Power, and you will begin to transform into a Intellect Devourer — receiving penalties to mental skill checks and taking psychic damage every turn. It appears that what once protected you from its influence is under attack.
During this encounter, you will have exactly three turns to make your way through the Astral portal that has appeared in your camp.
It is enough for one member of the group to reach it in order for you to succeed.
However, if none of the members of your group reach the portal before the allotted time expires, you will instantly transform into an Intellect Devourer, resulting in a loss.
Therefore, it is recommended to ignore the attacking Githyanki warriors and focus on reaching the portal by any means necessary.
That being said, within the portal, even more challenging battles await you, and you won’t be able to take a long rest, so make sure not to use up all your spell slots and resources to reach the portal!
Navigate through the floating asteroids to reach the Intellect Devourer being attacked by Githyanki warriors. The Intellect Devourer will present itself to you as the Emperor — an Intellect Devourer that has gone rogue and rebelled against the Absolute’s Power — as well as the Dreamweaver who protected you from the Absolute’s Power.
Regardless of your feelings towards Intellect Devourers, the Emperor is telling you the truth here — their death means the end of the game. Help them defeat the four enemy Githyanki and listen to their explanation about their identity, as well as the Githyanki imprisoned alongside you: Prince Orffe.
Afterward, the Emperor will offer you the “Astral-Touched Mind Flayer,” strongly recommending that you use it to enhance your Illithid powers.
During a future romantic scene with the Emperor, they will comment on whether you accepted the “Astral-Touched Mind Flayer” or not. However, you can still start a romance with them without accepting the mind flayer.
Option 1: Open Your Mind To The Tadpole
Choosing to open your mind to the mind flayer will unlock the third and final level in the Illithid Powers skill tree. These Illithid Powers are otherwise inaccessible.
It also automatically unlocks every power in the first level of the Illithid Powers skill tree, as well as the “Flight” node at the bottom right of the Illithid Powers skill tree.
Unlocking the powers of the “Astral-Touched Mind Flayer” will return to you all the mind flayers you have invested in the first level of your skill tree, as they will be automatically unlocked.
The full list of each third-level Illithid power can be found in a later part of this guide.
However, as a drawback, your face will also be covered with black veins, as shown in the image above. Make sure that this cosmetic change is something you are comfortable with permanently before using the mind flayer!
Option 2: Eat The Tadpole
Consuming the mind flayer will give you exactly the same effect as the option above (opening your mind to the mind flayer).
However, by doing so, you guarantee that the mind flayer cannot be used for your companions in the future.
There is no advantage in doing so, unlike opening your mind to the mind flayer, as you can still choose to persuade your companions to use the mind flayer in the first option. Therefore, we do not recommend it.
Option 3: Stomp On The Tadpole
Striking the mind flayer will greatly anger the Emperor.
Despite this, they will quickly regenerate themselves and tell you to focus on the current task, although they will remain visibly displeased throughout your interaction with them.
Option 4: Refuse The Tadpole
If you refuse the mind flayer without stepping on it, the Emperor will urge you to take some time and reconsider your decision, allowing you to keep the mind flayer.
You will be able to access it in your inventory and freely make your choice later.
Giving Companions The Astral Tadpole
If you chose to open your mind to the mind flayer or to leave the mind flayer untouched, you will be able to transfer the powers of the “Astral-Touched Mind Flayer” to any companion who is already infected with the mind flayer.
However, they will initially resist this idea, and you will have to change their opinion if you want them to agree.
When talking to them, choose the dialogue option “I want to discuss the Astral-Touch Octopus” (or something similar). Then you will be able to perform a skill check to convince them — the required checks are listed below.
Halsin, Jaheira, and Minsc do not have regular tentacles, so they cannot use the Astral-Touch Octopus.
Companion
Check
Astarion
DC 15 Wisdom
Karlach
Skill check: Persuasion (with disadvantage) DC 14 + Intimidation OR Persuasion check DC 14.
Shadowheart
DC 15 Persuasion (Advantage)
Lae’zel
Skill check: Wisdom DC 15 OR Persuasion check DC 20 + Persuasion check DC 15.
Wyll
DC 15 Wisdom (Advantage) OR DC 18 Persuasion
Gale
DC 18 Persuasion (Advantage)
Minthara
No check
If the game does not automatically prompt your convinced companion to use the octopus, you can place it in their inventory and use it from there.
Astral Tadpole Powers
These are the Illithid powers that you unlock by devouring or opening your mind to the “Astral-Touch Octopus.”
Name
Description
Details
Prerequisites
Absorb Intellect
Absorb the enemy’s intellect, reducing their Intelligence by 1 point per turn and healing your wounds (1d8) for 5 turns.
- Action
- 30ft
- Short Rest
- Perilous Stakes
Freecast
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.
- Passive
- Shield of Thralls
Mind Sanctuary
Sculpt a magical nexus that allows those within to take actions and bonus actions interchangeably.
- Action
- 30ft
- Long Rest
- Psionic Backlash
Mind Blast
Spew forth a conical wave of psychic energy (4d8+5) and possibly Stun targets within.
- Action
- 47ft
- INT Save
- Long Rest
- Cull the Weak
Black Hole
Create a point of intense gravity that pulls in all nearby enemies and possibly Slows them.
- Action
- 60ft
- INT Save
- Short Rest
- Displace
Psionic Dominance
When an enemy within 60ft 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.
- Passive
- Charm
Illithid Expertise
You have deepened your sense of self, gaining Expertise in Persuasion, Deception, and Intimidation Checks.
- Passive
- Luck of the Far Realms
Fracture Psyche
Invade a target’s mind and disrupt its defenses. 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.
- Action
- 30ft
- INT Save
- Short Rest
- Ability Drain
Displacer Beast Shape
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.
- Action
- Long Rest
- Stage Fright
Fly
Fly to the target position.
This is automatically unlocked when you open your mind to or eat the Astral-Touched Tadpole.
- Action
- N/A