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A black, four-fingered, alien hand extends outward.
Screenshot via Dot Esports

Baldur’s Gate 3: Should you let the Emperor evolve you in BG3?

The Emperor will offer you a game-changing decision.

No choice is more important in BG3 than whether you accept the Emperor’s tadpole and allow him to evolve your character or reject becoming illithid altogether.

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This Emperor Mind Flayer is certainly untrustworthy, as it initially appears as your Dream Guardian. Once the creature’s proper form becomes known, you will be met with a difficult decision.

What happens if you let the Emperor evolve you in BG3?

Karlach with black veins from the astral-touched tadpole in Baldur's Gate 3
Screengrab via Larian Studios

If you accept the Emperor’s tadpole and the Evolution he offers, you will go through a massive change that will last the rest of the game, and the Astral-Touched tadpole will give you access to higher-tier Illithid Powers.

Accepting the Astral-Touched tadpole will cause your character to grow visible black veins across your face and body, which is a downside if you love how your character looks. And the majority of your party will also disapprove of your decision. So, if you’re trying to romance someone like Shadowheart, she will be against your evolution. But power-hungry characters like Gale and Astarion will approve.

Tip:

The Emperor, your Dream Visitor, has a different goal than his brethren: He seeks to control the Absolute. He is not to be trusted which makes this decision even more difficult

Should you open your mind to the tadpole or consume it?

You can also reject the tadpole initially but keep it in your inventory. Once it is in your inventory, you can choose to consume the tadpole at any point in the future, and there are two options: you can either open your mind to the tadpole or eat it.

If you accept the tadpole and evolve, you can either open your mind to it or consume it. By consuming it, you will be the only one who can access the higher-tier Illithid Powers.

However, if you open your mind to the tadpole, you can urge others to enhance their Illithid powers by similarly accepting the advanced tadpole.

Emperor Mindflayer speaking during evolution offering in BG3
You can always revert to an earlier save if you want to choose another option. Image via Larian Studios

All Illithid abilities gained from the Astral-Touched tadpole

By accepting the Astral-Touched tadpole, you will evolve and gain access to 10 third-tier Illithid Powers. These are unique and powerful abilities that will change the rest of your playthrough.

NameDescriptionTypePrerequisites
Absorb IntellectEat 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 HoleYou 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 ShapeYou 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 PsycheYou 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
FreecastYour 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
FlyYou can fly to a targeted position, which is like a permanent flying ability.– ActionNo prerequisites. This unlocks immediately after you’ve accepted the tadpole.
Illithid ExpertiseYour sense of self deepens, meaning you’ll gain Expertise in Persuasion, Deception, and Intimidation Checks.– PassiveLuck of the Far Realms
Mind BlastYou 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 SanctuaryYou 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 DominanceIf 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.– PassiveCharm

Should you let the Emperor evolve you in BG3?

Image of the Mind Flayer known as the Emperor, posing the main character with a life-altering deal.
The Emperor will offer you an interesting deal | Screenshot via Dot Esports

You should let the Emperor evolve you once you’ve embraced your Illithid Powers because the third-tier abilities you gain will heavily impact your combat and are, to put it simply, epic.

Tip:

Fly alone is enough reason to evolve because it’s a valuable out-of-combat skill you will use often.

But you can reject this Evolution if you’ve avoided using your Illithid Powers, whether because you’re trying to romance a moral character, you don’t like them, or for role-playing purposes.

In our first playthrough, we rejected the tadpole as we decided to roll a by-the-book Lawful Good character. But we were dying of curiosity to see what it would be like to evolve and gain those third-tier Illithid Powers. 

So, we accepted the tadpole on our second playthrough, and didn’t regret it because the additional damage from the higher-tier Illithid abilities is crucial in combat, and being able to fly everywhere is so much fun. However, if you want to advance your Illithid skill tree, we highly recommend partaking in the Eldritch Worm experience.

While consuming the tadpole will result in an irreversible physical change to your character, it will not directly impact the ending you receive.


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Blaine Polhamus
Staff Writer for Dot Esports. Avid gamer for two decades and gaming writer for three years. I'm a lover of anything Souls-like since 2011. I cover everything from single-player RPGs to MMOs.
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Hayley Andrews
Hayley Andrews is a staff writer for Dot Esports with a dual degree in business and human resource management. After discovering her passion for creative writing and gaming, she now writes about MOBAs, MMOs, and cozy games.
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