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.
Should You Let the Emperor Evolve You in BG3?
As you follow the questlineEmbrace Your Potentialand 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 bestand 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 uglyblack veins all across your faceand part of your body. These veins will mar your character for the rest of the game, and they’re unremovable. you may try to work around them and gussy up your character by using theMagic Mirror, but they’re an unsightly blight that you’ll never truly be able to hide.
Other than the superficial scarring, your companions will also bevery unhappythat you let the tadpole in. But they canalsobe 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 theAstral 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’re able to obtain on the outer rim of the tadpole menu:
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’re able to choose to outright reject the tadpole andstomp 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?
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