Should You Become A Mind Flayer?

Becoming a Mind Flayer is a huge decision in Baldur’s Gate 3. Here’s a guide to help you decide if you should turn down that path.

Baldur’s Gate 3 follows your character (originally named Tav) around as they work with their companions to stop the Mind Flayer invasion that is threatening to destroy Faerun. You will be met with some very important choices throughout the game.


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Some of these choices will decide the fate of other characters and some will decide your own fate. One thing you can do is become a Mind Flayer in the end, here’s a guide to explain what will happen if you go down this path.

How Do You Become A Mind Flayer?

Baldur's Gate 3 Astral Tadpole


In order to become a Mind Flayer, you will need to accept the Illithid Powers that the Emperor promises you. There are 42 Illithid Parasites that you can find throughout the game and harvest. If you eat these and use them to unlock the Illithid Powers, you can become a Mind Flayer in the end.

Should You Become A Mind Flayer?

The Player Turning Into a Mind Flayer


The truth is, this question is a difficult one to answer. It really depends entirely on how you want to play the game. There are some pros and cons to each side. Depending on what you decide, you can drastically change the way that your character is perceived and the ending of the game.

Pros For Being A Mind Flayer

  • You need a Mind Flayer in the end, so you won’t need to force someone to become one (unless you spare the Emperor, in which case you won’t need one).
  • They are extremely powerful.
  • Some companions will agree with taking the Illithid Power for yourself.

Cons For Being A Mind Flayer

  • Your character won’t get a great ending.
  • You will have some companions who disapprove of what you’re doing.
  • You can truly change the course of the game for the worse (though also the better, depending on your decisions).


At the end of the day, becoming a Mind Flayer may be the only way to save your companions (if you betray the Emperor). Your choice should depend on whether you want to be a tragic hero (become a Mind Flayer so no one else does), a hero (resist the urge to be a Mind Flayer), or a villain (become a Mind Flayer and take over the Netherbrain).

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