You’ll encounter several choices as you prepare to make your way through Act Three of Baldur’s Gate 3. One of these decisions is given to you by the Emperor, who offers to evolve you using a special tadpole he’s had hidden away.
It’s an important chance, and it’s an option your party members will remember. Simply put, yes, you should let the Emperor evolve you in Baldur’s Gate 3 because it gives you access to the best Illithid powers in the game. However, it has a few consequences that you need to keep in mind before jumping the gun. We break down everything in detail below.
Should you evolve in Baldur’s Gate 3?
- Best choice: Yes, because you can become more powerful without facing narrative consequences.
- Main benefits: Unlock access to 10 outer ring Illithid powers
- Appearance changes: Gain black veins on the face and body.
- Companion reactions: Some companions approve, while others are initially wary or downright against it.
What happens if you accept the Emperor’s astral tadpole?
If you accept the Emperor’s astral tadpole, you gain the option to become half-Illithid and unlock access to the outer-ring of Illithid powers. These include 10 abilities, including some of BG3’s most powerful ones, such as Fly and Displacer Beast Shape.
After accepting it, you will get four prominent dialogue options that decide what happens next.
These are:
- Eat Emperor’s astral tadpole.
- Open your mind to the tadpole.
- Drop it on the ground and stomp it.
- Refuse to do anything with it.
In addition to these, you can ask the emperor about the tadpole or use Detect Thoughts to learn its intentions; however, these are non-consequential options.
If you stomp the tadpole, naturally, it will be destroyed, and you can’t unlock any outer ring Illithid powers. Nor can you get black veins across your face; your character’s appearance remains the same as before.
Alternatively, if you refuse to use it, the tadpole will remain in your inventory for future use. You won’t permanently lock out the option to turn half-Illithid and can unlock the highest-tier Illithid powers later.
We discuss the consequences of the other two options in the paragraphs below.
Should you consume or open your mind to the astral-touched tadpole?
Whether you consume or open your mind to the tadpole, you will become half-Illithid regardless and unlock the final tier of Illithid powers.
Fly is unlocked for free, and tadpoles you spent on inner Illithid powers are refunded.
With all of that said, yes, you should open your mind to the tadpole instead of consuming it. If you do that, the tadpole will remain in your inventory and you can offer it to other companions in due time. This will allow them to unlock and use those highest-tier Illithid powers as well, giving your entire party a glow-up like never before.
Alternatively, if you consume the tadpole, only your protagonist will gain those powers. There is no way to reverse this transformation in your current playthrough.
Note that not every companion will be on board with your decision to become half-Illithid. The notoriously handsome vampire Astarion cares only about survival, whatever the method. You won’t have to convince him to try the astral tadpole.
Likewise, Gale, being a wizard, is fascinated by power and magic and will not say no to consuming the tadpole to expand his repertoire of abilities.
On the other hand, Shadowheart is initially cautious about the tadpole while Lae’zel downright rejects it. Both can eventually be convinced to try it and unlock its full potential for themselves.
Should you let the Emperor evolve you in BG3?
| Pros of evolving | Cons of evolving |
|---|---|
| Provides more combat and traversal abilities | Some companions disapprove and need convincing |
| Doesn’t affect the story | Incurable black veins across the face and body |
| Doesn’t affect the story | Affects roleplay as you lose humanity/morality |
As we mentioned in the opening paragraph, yes, you should let the Emperor evolve you because it’s a high-reward, low-risk scenario. This decision will only permanently affect your character’s appearance and gameplay options.
Evolving into a half-Illithid will not lock you out of any of the game’s endings or romance options, though the latter gets a bit tricky with characters who do not initially approve of the tadpole.
Note: Accepting the Emperor’s astral tadpole and opening your mind to it will only make you a half-Illithid. Becoming a full-Illithid (Mind Flayer) is different, and it can’t happen until you reach the end of Act 3. It will also have different story, gameplay, and visual implications that we do not discuss in this article.
Baldur’s Gate 3 is a challenging game, even on lower difficulties, and some of these abilities are extremely powerful and can completely flip the course of battle. They are also incredibly fun to use and open up more buildcrafting options.
Fly is arguably one of the best Illithid powers you can unlock, as it lets you directly land on an enemy’s position from anywhere. It’s particularly useful for melee characters and party members, such as Lae’zel and Karlach, who no longer have to waste their turns simply reaching the enemy’s position.
Fracture Psyche is another excellent ability that’s useful against bosses with high Armor Class, such as Gortash, Ketheric Thorm, and Raphael. It allows you to invade your enemy’s mind and rupture their defense, allowing your whole party to benefit from it by dealing more damage.
There’s also Displacer Beast Shape, which lets you transform into a Displacer Beast, a panther-like creature with elongated tails. This instantly increases both mobility and survivability, and is pretty useful for more aggressive melee builds.
As mentioned above, evolving into a half-Illithid won’t affect the story. However, characters such as Lae’zel and Wyll will strongly disapprove of your decision and make occasional remarks about it. They won’t leave the party, so you can ultimately convince them to use the astral tadpole. Both will still be romanceable.
Every character who uses the tadpole will gain black veins across their face and body; a small price to pay in exchange for build-altering powers.
All Illithid abilities gained from the Astral-Touched tadpole
All outer ring Illithid Powers are unique and powerful abilities that will change the rest of your playthrough.
| Name | Description | Type | Prerequisites |
|---|---|---|---|
| Absorb Intellect | Eat your enemy’s intellect. This will lower their Intelligence by one every turn and heal your wounds for 1d8 for five turns. | – Action – 30ft – Can be used again after a Short Rest |
Perilous Stakes |
| Black Hole | You will create a point of gravity so intense that it pulls in all nearby enemies and has the potential to Slow them. | – Action – 60ft – Intelligence Save – Can be used again after a Short Rest |
Displace |
| Displacer Beast Shape | You will transform into a displacer beast that can Displace itself and your enemies. It also has 85 hit points. In this form, you will gain the attributes of a displacer beast, but you’ll still have your Intelligence, Wisdom, and Charisma scores. But you will revert to your original form when your displacer beast form drops to zero hit points. | – Action – Can be used again after a Long Rest |
Stage Fright |
| Fracture Psyche | You can invade the mind of your target and disrupt their defenses. The targeted person’s Armour Class is reduced by one. If they die while their psyche is fractured, you can cast Shatter Psyche on a different target. | – Action – 30ft – Intelligence Save – Can be used again after a Short Rest |
Ability Drain |
| Freecast | Your spell slots, charges, and similar resource costs for your following action or spell will be removed. | – Passive – Can be used again after a Short Rest |
Shield of Thralls |
| Fly | You can fly to a targeted position, which is like a permanent flying ability. | – Action | No prerequisites. This unlocks immediately after you’ve accepted the tadpole. |
| Illithid Expertise | Your sense of self deepens, meaning you’ll gain Expertise in Persuasion, Deception, and Intimidation Checks. | – Passive | Luck of the Far Realms |
| Mind Blast | You will emit a wave of psychic energy, 4d8+5, that can potentially Stun all targets within the wave. | – Action – 47ft – Intelligence Save – Can be used again after a Long Rest |
Cull the Weak |
| Mind Sanctuary | You will create a magical nexus that allows all within it to take actions and bonus actions from one to the other. | – Action – 30ft – Can be used again after a Long Rest |
Psionic Backlash |
| Psionic Dominance | If an enemy within 60 ft targets you with a spell of a Level equal to or lower than your Proficiency Bonus, you can use your reaction to cancel the spell. | – Passive | Charm |
Frequently Asked Questions
Can you reverse the astral tadpole’s evolution?
No, once you have evolved into a half-Illithid, you can’t reverse the process. The Black veins will remain scarred on you and your companions’ faces. You will still have access to outer ring Illithid powers.
That said, on PC, you can use the Half-Illithid Veins removal mod from Nexus Mods to remove the black veins from your face and body. You can download it here.
Does evolving affect Baldur’s Gate 3 endings?
No, becoming a half-Illithid doesn’t lock you out of any of the game’s endings. It primarily has visual and gameplay implications, with slight friction from party members who are initially against using the astral tadpole.
Which companions approve of astral tadpole evolution?
Companions who strongly approve:
- Astarion
- Minthara
- Gale
Companions who are okay but not excited about using it:
- Karlach
Companions who are wary or uncomfortable but not against it:
- Halsin
- Shadowheart
- Minsc
Companions who are angry or disappointed and against it
- Lae’zel
- Wyll
