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Locationmajor

Abandoned Windmill

The Abandoned Windmill is a small optional location in Rivington, the southern district reached at the beginning of Act Three in Baldur’s Gate 3.

Importancemajor

Key takeaways

  • The Abandoned Windmill is a distinct Act Three location in Rivington, not the Act One windmill in the Blighted Village.
  • Its entrance is at approximately X 44, Y: -32, on the hill north of the Requisitioned Barn and west of the Gur Camp.
  • The front door is locked and requires a DC 15 Sleight of Hand check to pick.
  • The main encounter is a weakened, newly born mind flayer in the basement.
  • Killing the mind flayer can provide a Mind Flayer Brain and Ring of Truthfulness.
  • Feeding it a corpse is considered an oathbreaking action for paladins, regardless of oath subclass.
  • If spared and fed, the mind flayer can appear later in the Lower City.

About this guide

Spoilers: This guide covers the Act Three encounter at the Abandoned Windmill, including the identity and possible fate of the mind flayer inside, quest outcomes, missable loot and consequences for paladins.

Overview

The Abandoned Windmill is a small optional location in Rivington, the southern district reached at the beginning of Act Three in Baldur’s Gate 3. It stands on a rise north of the Requisitioned Barn, west of the Gur Camp and near the paths leading towards Rivington General and Sword Coast Couriers. Unlike the better-known windmill in the Blighted Village from Act One, this building has no connection to Barcus Wroot or the goblin encounter. It is a separate Act Three location with its own story, NPCs and basement encounter.

The windmill appears deserted, but distressed noises from below reveal that a newly transformed mind flayer is hiding in its cellar. The creature identifies its former self as Alyan, a Flaming Fist and True Soul. Players can kill it, leave it to fend for itself, or begin the optional Feed the Mind Flayer quest by agreeing to provide it with a humanoid corpse.

Location and boundaries

The Abandoned Windmill is a compact site consisting of:

It should not be treated as a broad district of Rivington. The Gur Camp, Requisitioned Barn, Rivington General, Sword Coast Couriers and Arfur’s Mansion are neighbouring locations rather than subareas of the windmill. Rivington itself is the parent region, while the windmill is listed as one of its named locations.

The building is on a raised patch of ground. A blood trail leads towards its entrance, making it easier to identify while travelling through the surrounding fields. The party hears cries of distress when approaching, although the source is initially unclear.

Nearby but separate places

The Rivington Well is particularly relevant because bodies found in its underground cave can be used as food for the mind flayer, but the well and its cave are not part of the Abandoned Windmill.

Location and boundaries: steps

  1. 01
    The hill and approach outside the building.
  2. 02
    The windmill’s main room.
  3. 03
    A hatch leading to the basement.
  4. 04
    The immediate surrounding fields and paths, where several named NPCs can be found.
  5. 05
    A nearby haystack containing a hidden arrow.

Nearby but separate places

Getting there

The most direct approach is to travel through Rivington and climb the hill west of the Gur Camp. From the central Rivington area, head towards the Requisitioned Barn, then follow the rising ground north-west. The windmill is positioned above the surrounding roads and fields.

The location has no separate fast-travel waypoint identified on the available location material, so approaching from the surrounding Rivington routes is normally the practical method. The nearby Rivington locations provide useful landmarks, especially the Gur Camp to the east and Rivington General to the west.

A useful exploration route is

  1. 01
    Enter Rivington and explore the central roads.
  2. 02
    Visit the Requisitioned Barn and nearby Gur Camp.
  3. 03
    Climb the hill between those areas.
  4. 04
    Follow the blood trail to the locked windmill door.
  5. 05
    Search the exterior before entering.
  6. 06
    Open the hatch inside the mill and investigate the basement.

Exterior directory

Several ordinary NPC vignettes take place around the windmill. These characters are not all involved in the main quest, but they help establish that the hill is still used by travellers and residents despite the abandoned building.

Named NPCs outside

Sloncha Owena and Bogdan Vortleson are together in a wheat field near the windmill. Jenniver Antilles and Spargo Ovilliers can be found talking near the foot of the stairs. Tonsure Bellagio, an elderly gnome, has climbed the hill to enjoy the view.

These characters are important because the mind flayer’s feeding behaviour can affect Sloncha and Bogdan. If the party orders the mind flayer to find food rather than supplying it with a corpse, the creature may attack and devour Sloncha. This makes the apparently decorative outdoor scenes part of the location’s possible progression outcomes.

Exterior items and points of interest

A successful DC 25 Investigation check reveals an Arrow of Acid in the haystack. This is a small, easy-to-miss reward and is separate from the mind flayer encounter.

Entering the windmill

The front door is locked and requires a DC 15 Sleight of Hand check to pick. The lock is not merely a convenience: the key that opens it is found inside the basement, so players who do not pick the door cannot simply obtain the key first through the normal route.

Inside the main mill room, the machinery is not the focus of the encounter. The room is largely empty, although the furthest pile of sacks conceals a hatch. Behind the hatch, players can find Thieves’ Tools, while the hatch itself leads down to the basement.

Main-room checklist

Several basement containers contain Camp Supplies, although not every container is guaranteed to hold something useful.

The basement mind flayer

The basement contains a sleeping, newly transformed mind flayer. It is not presented as a normal hostile combat encounter at first. The creature is weak, starving and still close enough to its transformation that the encounter can proceed through dialogue.

A note carried by the mind flayer explains that it was formerly Alyan, a member of the Flaming Fist and a True Soul. This detail links the small encounter to the wider Absolute plot, while also showing the personal cost of ceremorphosis.

When the party interacts with the sleeping creature, the Emperor comments on its condition and encourages the player character to exploit its weakness. The party can then choose whether to attack immediately or wake it.

Mind flayer encounter outcomes

The mind flayer remains in the basement until the party leaves the area for a Long Rest, after which it disappears if the situation has not otherwise been resolved. If the party spares and feeds it, it can later be encountered in the Lower City.

Mind flayer encounter outcomes

ChoiceImmediate resultLater consequence
Kill the mind flayerCombat and lootThe encounter ends
Wake it and refuse to helpThe creature is told to find its own foodIt may hunt nearby NPCs
Wake it and agree to provide foodStarts Feed the Mind FlayerThe creature may survive and appear later
Leave without resolving the encounterNo immediate confrontationIt disappears after the relevant area transition and Long Rest

Feed the Mind Flayer

Feed the Mind Flayer is an optional Act Three quest that begins by speaking with the starving mind flayer in the windmill. Its initial request is simple but morally unpleasant: provide a humanoid body for it to eat.

Starting the quest

A body can be obtained from a suitable dead humanoid elsewhere in the game. The underground area beneath Rivington Well contains murdered refugees, and the bodies there can be used for this purpose. The well cave remains a separate Rivington subarea, not part of the windmill itself.

The quest can also be resolved without supplying a body. The journal outcomes include defeating the mind flayer, convincing it to find food for itself, leaving without helping it, or allowing it to become sated and grant a psionic boon.

Paladin warning

Providing a dead body to the mind flayer is considered an oathbreaking action for paladins of any oath subclass. Paladin players should save before agreeing to feed it if they want to test the outcome without committing to the consequence.

Consequences of sending it to hunt

If the party tells the mind flayer to take care of its own needs, it may leave the basement and attack the nearby lovers Sloncha Owena and Bogdan Vortleson. The encounter therefore has a direct effect on the outdoor NPC scene rather than being isolated to the building.

Starting the quest

  1. 01
    Enter the windmill.
  2. 02
    Open the hatch in the main room.
  3. 03
    Speak with the mind flayer in the basement.
  4. 04
    Agree to bring it food.
  5. 05
    Obtain a humanoid corpse.
  6. 06
    Return to the basement and give it to the mind flayer.

Loot and collectibles

The most important rewards are tied to the mind flayer rather than hidden containers.

Confirmed items

The available location reference confirms the Mind Flayer Brain, Ring of Truthfulness, Arrow of Acid, Thieves’ Tools and Camp Supplies. A separate walkthrough also associates the windmill with the Windmill Key and the two pieces of literature, but the exact placement and acquisition conditions for every literature entry are not fully explained in the available location overview.

Inspiration and progression rewards

Different choices can award background inspiration. The verified possibilities listed for the location are:

The encounter may also lead to a later psionic reward if the mind flayer is fed and survives. The quest material describes the mind flayer as granting a boon of psionic power after becoming sated, although the exact reward presentation can depend on the resolution used.

Suggested exploration route

For the most complete visit with the fewest avoidable losses:

Suggested exploration route: steps

  1. 01
    Save before approaching the hill. The mind flayer’s choices can affect nearby named NPCs and may break a paladin oath.

Suggested exploration route: steps

  1. 01
    Search the exterior first. Speak with the nearby NPCs and inspect the haystack near X: 59, Y: -39.

Suggested exploration route: steps

  1. 01
    Pick the front door. The DC 15 lock is the normal way into the building.

Suggested exploration route: steps

  1. 01
    Loot the mill room. Search the sacks and take the Thieves’ Tools.

Suggested exploration route: steps

  1. 01
    Pause before waking the mind flayer. Decide whether you want the kill route, the feeding quest or the non-intervention outcome.

Suggested exploration route: steps

  1. 01
    For the feeding route, obtain a corpse before returning. Bodies from the Rivington Well cave are one nearby source.

Suggested exploration route: steps

  1. 01
    If using a paladin, watch for oath consequences. Feeding the creature a body is not a morally neutral quest action in the game’s rules.

Suggested exploration route: steps

  1. 01
    Revisit the Lower City later if you spare it. A fed mind flayer can appear there, making the windmill encounter part of a longer progression thread.

Comprehensive named directory

Location hierarchy

Only Abandoned Windmill and its immediate exterior and basement are included in this guide. The other names are neighbouring Rivington locations, included here solely to clarify boundaries.

Characters within the windmill’s scope

Inside

Outside and around the building

Alyan is not a separate present-day NPC. It is the identity of the transformed mind flayer, recorded in the note it carries.

Location hierarchy

Quests

Sources