Feed the Mind Flayer

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A newly born Mind Flayer.

Feed the Mind Flayer is a quest in Act Three of Baldur's Gate 3. It can be started by speaking with the starving mind flayer in Rivington.



Objectives[edit | edit source]

Kill a humanoid and pick up the body.
  • A ravenous mind flayer asked us to bring it a humanoid to feast on.
Bring the body to the mind flayer.
  • We killed a humanoid for the mind flayer - hopefully this will sate its hunger.
Quest Complete
  • We defeated the mind flayer.
  • We convinced the starving mind flayer to hunt for its food.
  • We left without helping the mind flayer.
  • The now-sated mind flayer granted us a boon of psionic power.

Walkthrough[edit | edit source]

Abandoned Windmill

Screaming can be heard from the abandoned windmill in Rivington X: 44 Y: -32. Lockpicking the old rusty door allows the party to investigate. A hatch leads to the windmill basement, with an unconscious mind flayer within.

Interacting with the Mind Flayer provides the following choices:

  • It doesn't feel very fortunate.
  • Wake the newborn mind flayer.
  • Attack the creature before it wakes up.
  • [STEALTH] Sneak away.

Choosing to attack the creature immediately starts combat with a level 8 mind flayer. Killing it provides a Mind Flayer Brain, which can be consumed, as well as a Windmill Key, Ring of Truthfulness, a random gemstone, and Absolute Orders: Newborn. Consuming the brain grants one illithid potential.

If the player chooses to wake the newborn, they can hear its demands.

  • What do you need?
  • Was it you I heard screaming when I entered the windmill?
  • Attack!
  • Leave

It needs a fresh brain to feed on. This can be responded to in a multitude of ways:

  • I'll see what I can do.
  • I can fetch you a corpse, freshly killed. Brain intact.
  • I never work for free.
  • [PERSUASION] Go find your own meal! Even weakened you're more powerful than anything out there.
  • I'm not going to bring you food.

Suitable corpses[edit | edit source]

Dead Refugee which can be fed to the Mind Flayer.

If the party agrees to help the Mind Flayer, they need to find a corpse. Any random corpse will do, including killing random NPCs.

  • Ferg Drogher is particularly apropos for this as he walks away to tattle on Shadowheart.

Previously existing corpses will also work. Some options include:

The party needs to pick up the corpse and bring it back to the mind flayer, to be rewarded with one skill point for the illithid powers tree. If the mind flayer is fed, it will leave the windmill after a long rest. It will later re-appear in the Lower City, killing a couple of NPCs. The mind flayer can still be killed for its brain after giving it a corpse, but consuming it at this point will not grant an additional illithid skill point.

Feeding the mind flayer earns the Inspirational Events Unexpected Parenting (Haunted One background) and Newfound Subject (Noble background).

If the mind flayer is persuaded to get its own meal, it simply leaves the windmill to go hunt, with no further reward.

Companion approval[edit | edit source]

  • [BARBARIAN] WAKE UP, SQUIDFACE! Astarion approves +1 Lae'zel approves +1 Gale approves +1 Shadowheart approves +1 Wyll approves +1 Karlach approves +1 Jaheira approves +1 Minthara approves +1 Minsc approves +1 Halsin approves +1
  • Kill the mind flayer Minthara approves +1 Minsc approves +1 Lae'zel approves +1

Quest rewards[edit | edit source]

Kill the mind flayer

Feed the mind flayer