Whether you played a bit of Baldur’s Gate 3 or just looked at a trailer, you know that the main antagonists are Mind Flayers. These creatures have a clear Lovecraftian vibe, but beyond their worm infecting antics they are hard to understand for those not in the know.

There’s plenty of information to be found about them in game, but it’s also missable information. If you want to have an edge in combat or just know what you’re facing, it’s best to know more about these mysterious creatures and what makes them tick.

Biology

Mind Flayers (or Illithids) aren’t born, but made. They need suitable humanoid hosts, whom they infect with tadpoles grown in enclosed environments. But suitable just means two arms and legs, since they can infect creatures ranging from Gnomes to Gnolls and the end result is the same.

After a short gestation period, the Tadpole takes over the creature, giving it the signature Mind Flayer look: scaly purple skin with no hair, four fingers with long nails, the four tentacles sprouting from what used to be a mouth.

That mouth is now circular, with sharp shark-like teeth all around. They feed on intellect, catching their prey’s head with their tentacles and sucking the brain juice up. These make captured brains their main form of sustenance and the way they reproduce.

They also use brains to create small minions known as Intellect Devourers, that can perform basic tasks.

Even if they have mouths, they don’t speak to communicate. They use their innate psychic ability to telepathically talk to each other. In fact, they use their psychic power for nearly every task, even for moving around; a Mind Flayer would only use its legs as a last resort or if incredibly weak.

Society And Technology

Everything the Mind Flayers create has a biological component, yet nothing is truly alive; they don’t even have souls of their own. At the center of their culture is the Elder Brain, a being composed of countless Mind Flayer brains that sacrifice themselves for the Grand Design.

The Grand Design is the ultimate goal of all Mind Flayers, although what it entails is a mystery.

It’s speculated that it involves turning everyone in the multiverse into a single entity.

That Elder Brain is not only the leader of their culture, but the being that controls all Mind Flayers in a colony. That makes Mind Flayers little more than puppets of the Elder Brain, and should one of them be disconnected from the colony, the original host of the parasite would now be in control.

Since a Mind Flayer can’t really be considered an individual, their collective intellect is what allows them to have such advanced technology. They’re capable of constructing ships of multiversal travel, and they’re built in a way that can only be used by them.

Known Locations

It’s not known where Mind Flayers originally came from, but they were first seen in the Astral Sea, having a powerful empire that depended on their Githyanki slaves. After the successful revolution of said slaves, the Mind Flayers were nearly wiped out.

They retreated to the Underdark, where the Githyanki that now controlled the skies couldn’t find them. They had new slaves in the form of the Duergar, but lost control over them too, albeit to less dramatic losses.

To defeat and hunt down all Mind Flayers, the Githyanki made a deal with Tiamat.

While the nature of the deal is not clear, it allowed Githyanki to ride Red Dragons, dominating the skies in any form of combat.

A full scale invasion from the Mind Flayers would now be rare, since they’re mostly hiding and waiting for their time to shine. Since they’re unable to make allies, their over reliance on themselves is ultimately their main weakness.

Spoilers for the game ahead!

Their Role In Baldur’s Gate 3

As you’ll notice in the first few hours of playing the game, the Mind Flayers seem to be tied to the Cult of the Absolute. This is strange since Mind Flayers aren’t known to follow any kind of religion, but it’s all a ruse created by the chosen of the Dead Three.

In short, they captured an Elder Brain, dominating it with an ancient artifact. Having control of the Elder Brain gives them control of all Mind Flayers in the colony. They end up making a very successful invasion thanks to the combined force of Mind Flayer might and political subterfuge.

As an enemy unit, Mind Flayers are an endgame threat. You have the option of facing them way before that, but at every instance you should be very careful; they can kill you in a single blow, even in the easiest difficulty. By the time the game forces you to fight them, you’ll be more than ready, but don’t force their wrath before then.

Can They Be Allies?

You can use some of their power and equipment, but you can’t really side with them. There’s an ending about controlling the Elder Brain, but even then that’s not an even relationship. So you can’t ally yourself with a regular Mind Flayer, but you can meet some independent ones.

These can be your allies, but not permanent party members; they’re too powerful for that. You can gain a portion of that power throughout the game, if you consume enough Tadpoles. There’s no real negative side effect to doing this, so it’s recommended that you do the most out of them.

You can also have a romantic scene with a Mind Flayer, if you play your cards right.

During the tutorial, you can save an Intellect Devourer and have it join you. If it survives, you’ll find it at Moonrise Towers, unlocking it as a permanent minion. While not a full-fledged Mind Flayer, it’s another of their tools at your disposal.

Finally, you can choose to turn into a full Mind Flayer for a power boost at the end of the game, although the transformation is permanent. So if you don’t mind having the ending cutscene have a tentacled monster as a protagonist, it can give you an edge in combat when you most need it.

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