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Tadpole BG3

Baldur’s Gate 3: Should You Let the Emperor Evolve You in BG3?

One step closer to becoming a tentacle face

The Emperor certainly doesn’t seem like a normal Mindflayer, and he urges you to “evolve” and become more Illithid, but should you let the Emperor evolve you? The answer is yes, you should let the Emperor evolve you in BG3—here’s why.

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Should You Let the Emperor Evolve You in BG3?

As you follow the questline Embrace Your Potential and barrel ahead to the end of Act 2 in BG3, you’ll learn the true potential of the tadpole, and eventually be given a choice to go even further.

After protecting the Emperor and accepting his help, he’ll try to do a favor for you in return. That favor is helping you “evolve” by triggering the next stage of your tadpole’s lifecycle. Doing so won’t cause you to lose your free will or independence…but there will be some changes. 

Yes, you should let the emperor evolve you in Baldur’s Gate 3.

What Happens If You Let the Emperor Evolve You?

The benefit of accepting the Emperor’s “gift” (the Astral-touched Tadpole) is that you’ll gain access to the outer rim of Illithid perks. These perks are easily the best and include abilities like Displacer Beast Shape (without being a druid), Fracture Psyche, gain expertise in Charisma, an ability that lets you Counterspell for free, and so on.

It’s a huge step up from rings one and two. But the tradeoff is that you’ll gain some pretty ugly black veins all across your face and part of your body. These veins will mar your character for the rest of the game, and they’re unremovable. You can try to work around them and gussy up your character by using the Magic Mirror, but they’re an unsightly blight that you’ll never truly be able to hide.

BG3 screenshot of a male evolved half illithid character with black veins across their face and chest
Screenshot by Prima Games

Other than the superficial scarring, your companions will also be very unhappy that you let the tadpole in. But they can also be convinced to take the next stage in their “evolution,” giving them access to the same powers. 

But if you choose to embrace your potential and let the emperor evolve you, you’ll want to make sure you choose the option to “open your mind” to the tadpole. This will allow you to reuse it for anyone else you may want to evolve. Choosing to eat the tadpole will give you all the same benefits, but it will remove the item from your inventory, making it unusable for other party members.

But taking on the Astral Tadpole won’t influence your ending. So, feel free to let it chomp on your brain matter for those sweet, sweet abilities. Unless you like your face looking pretty, of course. 

Illithid Outer Rim Perks

Here are all of the Illithid perks you can obtain on the outer rim of the tadpole menu:


When you use the Astral-Touched Tadpole, all of the Tier 1 Illithid powers will automatically activate and any tadpoles you had put into them previously will be refunded. This will allow you to reuse some of your spent tadpoles to activate more Tier 2 Illithid powers or gain some of the newly unlocked Tier 3 powers.

  • Absorb Intellect: Gobble up a foe’s intellect, lowering their Intelligence by 1 per turn and healing your wounds for 5 turns. (1-8 healing, 1d8 damage).
  • Displacer Beast Shape: Transform into a displacer beast that can Displace itself and enemies, and has 85 hit points.
  • Fracture Psyche: Invade a target’s mind and disrupt its defenses. The target’s Armour Class is reduced by 1.
  • Illithid Expertise: You have deepened your sense of self, gaining Expertise in Persuasion, Deception, and Intimidation Checks.
  • Psionic Dominance: When an enemy within 18m 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.
  • Black Hole: Create a point of intense gravity that pulls in all nearby and possibly Slows them.
  • Fly: Fly to a target position.
  • Mind Blast: Spew forth a conical wave of psychic energy and possibly Stun targets within. 5-33 Damage, 4d8+1 Psychic.
  • Mind Sanctuary: Sculpt a magical nexus that allows those within to take actions and bonus actions interchangeably.
  • Freecast: You have discovered a marvelous adaptability within yourself. Spell slots, charges, and similar resource costs for your next action or spell are removed. Refreshes after a Short or Long Rest.

What Happens If You Don’t Let the Emperor Evolve You?

If you choose not to accept the tadpole immediately, you’ll get to keep it in your inventory. Just in case you change your mind. Keep in mind that you won’t gain access to many of the powerful abilities that accepting the gift gives you. You will also have two options with the tadpole in your inventory: opening your mind to it or simply eating it, and you can choose either one of these options at any time in the game as long as the Astral-touched Tadpole remains in your inventory.

Alternatively, you can choose to outright reject the tadpole and stomp on it. This isn’t just a refusal to let the Emperor evolve you; it’s a slight against the Emperor and an act that greatly upsets him. He’ll quickly recompose himself, but he’ll be pretty sour with you from then on. Stomping on the Astral-touched tadpole will destroy the organism, removing the item from your inventory and your ability to use it at all for the duration of the game.

If you’re still on the fence, that’s totally understandable. Why not check out all the Illithid abilities here, with the best ones outlined, to see if it’s worth your time

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Daphne Fama
A Staff Writer at Prima Games since 2022, Daphne Fama spends an inordinate amount playing games of all stripes but has a soft spot for horror, FPS, and RPGs. When she’s not gaming, she’s an author and member of the Horror Writers Association with a debut novel coming out in 2025. In a previous life, she was an attorney but found she preferred fiction to contracts and forms
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Michael Dawson
Michael Dawson is a skilled writer on pop culture, video games, and film/TV. He has 8+ years of experience writing on various topics and for multiple publications. He loves Elden Ring, Zelda, Mario, Metal Gear solid, competitive games, horror, and indies.