Feed the Mind Flayer – Baldur’s Gate 3

Baldur's Gate III Game Guides

Feed the Mind Flayer BG3 is a quest that can be found and started over on act 3. It can also be picked up over in Rivington.

A newborn mind flayer. I’m not sure why you would help one considering everything you’ve been through so far but that’s the freedom of Baldur’s Gate 3.


In Rivington, behind the Rivington General and south of the Sword Coast Couriers You’ll find a windmill. The door will be locked so pick your way in. Inside you’ll find a hatch down to the basement. Climb down and you’ll find a passed-out Mind Flayer. Interact with it and The Emperor will tell you that it is a newborn and weak, ready for the harvesting. You can choose to wake up the mind flayer, attack the mind flayer or sneak away. If you sneak away nothing happens, it’s just a way to exit the situation.

Attack the Mind Flayer

The option may say ‘Attack the creature before it wakes up.’ But it will wake up before you get an attack on it. A cutscene will play of it waking up then combat will start.

It will be an easy combat, as stated before it is weakened and there is no armour on it either. It will take one turn or less to reduce its HP to 0.

Feed the Mind Flayer quest will be complete and you will be able to loot the corpse for your rewards. The first will be The Ring of Truthfulness which gives you advantage on Insight checks and the second will be its brain. Right click the brain and pick ‘consume’ to earn a new tadpole to power up your illithid powers.

Help the Mind Flayer

If you decide to wake up the mind flayer the same getting up cutscene will play but you will have a chance to talk this time. The Mind Flayer will tell you it’s hungry, that its vessel was strong and the transformation made it weak.

It will ask that you bring it a brain ‘fresh and frantic’ to help restore its strength.

You can use a persuasion check to tell it to get its own meal but if you pass it will just lead to the mind flayer leaving and you will get no rewards.

Fetch a Corpse

As much as the mind flayer ordered ‘fresh and frantic’ the fresh part is a mild suggestion at best. There are a number of ways you can find a corpse for the mind flayer to snack on.

Killing random NPCs does carry the risk of being caught by the guards. Make sure you use a sneaky character who can pass a Deception, Intimidation or Persuasion check if you do get spotted. Outside of the windmill there are two NPCs having a lovely picnic that are good options to not interrupt any other quests.

If you are using this sneaky murder method then you may come into the issue of not having the strength to carry the corpse with the character you are using to sneak with. Take a potion of giant’s strength with you to fix this issue, it should push your strength up enough to at least get the corpse back to the windmill.

Without Murder

If you would like to feed the mind flayer without murder there are a number of corpses laying around you can use. There is:

A dead refugee in the Ironforge Gnome Hideout

Brilgor and Father Logan in the Open Hand Temple (Follow the ‘Solve the Open Hand Temple Murder‘ Quest’)

Ffion through the wardrobe in the attic of Fraygo’s Flophouse. (Follow the ‘Stern Librarian’ Quest)

Use any of these methods to acquire a corpse and bring it back to the mind flayer.


The rewards for helping the mind flayer honestly aren’t as good. You get the Illithid bonus but nothing else.

If you would like to help the mind flayer and still get the ring of truthfulness the best way is to pickpocket it before you wake it up.

Also for those thinking they can get two points for their illithid powers if you help it then kill it this isn’t possible. Even should you kill the mind flayer after helping it you cannot consume its brain.

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