Mind Flayer Colony

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The Mind Flayer Colony is a location under the Moonrise Towers Prison in the Shadow-Cursed Lands in Act Two. This area is accessed by jumping down into a tower after the initial Ketheric Thorm fight on the Moonrise Towers Rooftop.

Map of the Mind Flayer Colony

When arriving from the Moonrise Towers Rooftop, destroy the membrane and move forward. The colony has many intellect devourers running around, which will only become hostile if a fight breaks out nearby.

Overview[edit | edit source]

Notable characters[edit | edit source]

Related quests[edit | edit source]

Points of interest[edit | edit source]

Morgue[edit | edit source]

The morgue is run by Chop, a strange bugbear who butchers humanoids to create new intellect devourers.

Us can be found imprisoned here if it was not destroyed on the Nautiloid. After talking to Us, you can convince Chop to give you a Morgue Cage Key with a successful DC 14 Persuasion check, DC 18 Intimidation check, or Illithid Wisdom. If freed, Us will reward the player with the item Summon Us.

If the player threatens to kill Chop, he will respond as though he wants the player to kill him. Despite this, attacking him will still make Chop and the surrounding intellect devourers (except for Us) hostile. Nonetheless, Chop will comment that he is "free at last" as he is killed. The intellect devourers outside of the morgue will remain neutral.

Necrotic laboratory[edit | edit source]

Balthazar's necrotic laboratory can be found in the south-east of the map, at X: 715 Y: -49. When you enter the area, a battle with a large number of undead will commence, including: 1× Death Shepherd, 4× Winged Horror, 4× Greater Zombie, and 6× Zombie.

Further southeast is a brain mapping puzzle, consisting of four mental faculties (Emotion, Speech, Memory, and Reason). To solve this puzzle, you must connect each to its identical matching faculty on the far side of the puzzle by selecting intervening nodes. Successfully solving the puzzle will grant the Inspirational Event Brain Blast! (Sage) and access to the Blade of Oppressed Souls and the Waking Mind. Beside the Waking Mind is a skeletonX: 750 Y: -138 with the Circlet of Mental Anguish and Braindrain Gloves.

The Mind-Archive Interface at X: 699 Y: -117 allows you to talk to the brain jars found scattered across the area.

Mol's Eyepatch and a note concerning Enver Gortash and The Dark Urge can be found on a table near the mind-archive interface.

Tadpoling centre[edit | edit source]

Zevlor can be found here for the Find Zevlor quest. There is a long room filled with pods; some contain non-hostile humanoid characters, including Zevlor, while others contain mind flayers. A Neural Apparatus at X: 689 Y: 17 gives the player a choice between purging all of the pods (illithid and humanoid alike) and opening them all.

If the player chooses to purge the pods, Zevlor will die; if they open the pods, they must fight several mind flayers and intellect devourers (though the newly-freed NPCs will fight alongside the player, providing significant aid.)

Zevlor and the other survivors can potentially turn hostile if they are damaged by the player, including via spell AOE effects such as Cloud of Daggers or Flame Wall.


In the next area, Mizora is stuck in a pod. The player may free her in order to advance The Blade of Frontiers, Wyll's companion quest.

The left control is "annihilate," the right one is "unleash": If Mizora is freed and Wyll is in the party, Mizora may be persuaded (DC 14) for a reward; this results in her giving Wyll the Infernal Rapier, a unique Very Rare rapier. *Important*: Killing Mizora via the "annihilate" button results in Wyll dying as well.

Interacting with the brine pool near Mizora ( DC 16 Perception check) yields a Mind Flayer Parasite Specimen.

Barracks[edit | edit source]

In the north-eastern corner of the colony are the barracks, where the party will meet Kressa Bonedaughter and her Skull Lashers. After brief dialogue, you may fight Kressa or convince her to stand down with a successful DC 21 Deception check. If friendly, Kressa can be persuaded ( DC 18 Persuasion check) to grant her blessing, Myrkul's Gift Myrkul's Gift, to each party member that speaks to her.

Background HauntedOne Icon.png Spoiler warning! This section reveals interactions with The Dark Urge.

Kressa will recognise The Dark Urge, if present and undisguised, and recall the time spent under her care in the colony. This conversation inevitably leads to combat.

In the chambers are also several notes in the area that can shed light on The Dark Urge.

Advance to Ketheric Thorm[edit | edit source]

Main article: Defeat Ketheric Thorm
Rick-van-den-berg-rick-vdberg-larian-bg3-act2-mindflayercolony-01.webp

To the east is the big showdown with Ketheric Thorm. Before descending down the lift use the Restoration Pod to the right of the lift to receive the benefits of a Long Rest.

A cutscene will then play, wherein the player will see Ketheric Thorm, Gortash and Orin, learn of their plans, and meet the Netherbrain, thus discovering the true identity of the Absolute. If Gale is in the party, the player will have the option to allow him to explode the Netherese Orb; this will kill the Netherbrain, all three Chosen, and your party, resulting in a very early endgame and the credits rolling. If this action is not taken and the party remains unexploded, this cutscene continues with the Elder Brain infecting Duke Ravengard with a Tadpole, before the Chosen of the Dead Three unleash their assault on Baldur's Gate.

Fight with Ketheric[edit | edit source]

If the player passes multiple Persuasion and/or Intimidation checks both atop Moonrise Towers and in the Mind Flayer Colony, asking him to repent, the first half of his fight in the Mind Flayer Colony will be skipped as Ketheric gives himself to Myrkul.

Otherwise, when the second fight with Ketheric starts, Ketheric will begin by calling on Myrkul for aid. Ketheric remains invulnerable so long as he has the Nightsong captured. The player's initial goal is to free Nightsong with the Help action, as she is trapped inside a soul cage by Ketheric.

See Ketheric Thorm/Combat for details of this battle.

After the battle will be a series of cutscenes. The player will be teleported back to Moonrise Towers ground floor, where they can speak with some of the characters met in the Shadow-Cursed Lands before heading west to Baldur's Gate. This is the end of Act Two.

Notable loot[edit | edit source]

Notable items obtained in this location, whether looted, purchased, or obtained as a quest reward:

Quest items[edit | edit source]

Quest rewards[edit | edit source]

Other[edit | edit source]

See also[edit | edit source]

Notes[edit | edit source]

  • The player can overhear Chop from the Oubliette, suggesting that the Morgue and Oubliette share a wall. However, the Mind Flayer Colony cannot be accessed until the end of Act Two, and the player character will note aloud that there's no way through.