skyrim - thieves guild (faction)
  playstation 3 walkthrough

To initiate the Thieves Guild questline, simply enter the city of RIFTEN.  Move forward and a lug named Maul will stop you.  When he asks what your business is in Riften, tell Maul you’re interested in joining the Thieves Guild.  Since he’s not authorized to recruit anyone, he’ll tell you to find Brynjolf in the marketplace.  Approach Brynjolf and ask about joining to trigger the first Thieves Guild quest, “A Chance Arrangement”:

A   C H A N C E   A R R A N G E M E N T  

Agree to help Brynjolf frame a competing merchant during daylight hours.  To do the job, you’ll need some lockpicks and decent thievery skills (Pickpocket, Sneak, etc.).  Return to Brynjolf in the marketplace before darkness falls.  Tell him you’re ready to begin.

Wait for Brynjolf to lure all of the customers and merchants away from their stalls.  Once the area is cleared, sneak over to Modesi’s stall and lockpick his strongbox, which is behind a sliding panel.  Steal MODESI’S RING from the strongbox then locate Brand-Shei, who is sitting on a crate in front of another stall.  While hiding in that stall, open Brand-Shei’s pocket and plant the ring inside.  Do all of this without getting caught to complete the task.  Return to Brynjolf afterwards to collect a reward. 

Alternately, you can avoid screwing over Brand-Shei by intentionally getting caught by one of Riften’s guards.  In addition to paying a fine, guards will confiscate all stolen goods from your inventory.  This is true, by the way, if you’re caught performing crimes in any city.  Although Brynjolf will be upset that you failed and offers no reward, he will still allow you to join the Guild.

Brynjolf says he has more work for you, but you’ll need to get through the Ratway in one piece and find him in the Ragged Flagon.  This ends the current quest and begins “Taking Care of Business”.  Before trudging through Riften’s sewers, explore the city and speak with citizens to pick up several optional quests. 

T A K I N G   C A R E   O F   B U S I N E S S  

To reach Riften’s RATWAY, use one of the wooden staircases leading down to the canal.  One staircase is near Haelga’s Bunkhouse (an inn close to the entrance) and the other is near Mistveil Keep (home to the Jarl of Riften).  Follow the lower walkway around to a recessed gate and sneak inside.

Shortly after entering the sewers, you’ll overhear two shady characters talking about harassing anyone that tries to pass.  Either kill them or wait for the conversation to end and sneak by.  There’s a raised bridge up ahead but since you cannot lower it from this side, hop down off the ledge and kill the skeever below.   To the left is a door with an expert lock that leads directly to the Ragged Flagon.  Pick it if you’re in a hurry; otherwise explore the rest of the tunnel system.

The path on the right leads to a trapped door.  Disarm the cable at its base to safely enter.  Collect any items of interest as you navigate through the rooms and you’ll eventually reach a door facing south.  Inside, fight a brawler named Gian the Fist, while avoiding several bear traps on the floor.  Loot his body afterwards to receive GLOVES OF THE PUGILIST, a unique item that fortifies unarmed attacks.  Use the alchemy lab on the left if you wish.

Moving forward you’ll come to a small staircase with a pressure plate that, if stepped on, releases a battering ram.  Carefully ascend and unlock a gate leading into a circular garden.  Gather insects and ingredients (plus an axe embedded in a tree stump) then proceed to the next room where you’ll encounter a Lowlife.  After ridding the foe, read the SKILLBOOK on the table (“Beggar”) to improve your Pickpocket skill.  There are two tunnels in this room – one leading to a lever that drops the bridge you saw earlier and the other, which leads to the RAGGED FLAGON, headquarters of the Thieves Guild.
Once inside, walk over to the pub where some Thieves Guild members are gathered, including Brynjolf.  Talk to him to get your next assignment: A non-lethal shakedown of three business owners.  Ask Brynjolf for advice on how to get money from unwilling marks and he’ll offer valuable tips.  Note that you can explore the RATWAY VAULTS while down here.  The entrance is in the hallway next to the bar.  When ready, trek through the sewers and go back up to Riften.

Quest arrows point to the three business owners you need to collect debts from.  Harsh tactics are only needed for two of them - the last mark will hand over the money without incident.  Talk to them in any order you wish:

HAELGA - Go to “Haelga’s Bunkhouse” and tell the owner you’ve come to collect her debt.  If Haelga refuses to pay, either brawl her or steal her Statue of Dibella (on a dresser around the corner) and threaten to break it.  Ultimately she submits and hands over the payment.

BERSI HONEY-HAND - Go to the “The Pawned Prawn” and tell the shopkeeper you’ve come to collect his debt.  If Bersi refuses to pay, either brawl him or smash his favorite urn (opposite the counter). Ultimately he submits and hands over the payment.

KEERAVA - Go to the “The Bee and Barb” and tell the Argonian bartender you’ve been sent to collect her debt.  If Keerava refuses to pay, either brawl her or talk to her fiancée (Talen-Jei) to learn a secret about her family.  Use the information against her and she’ll pay up.

Once you’ve collected the debts, return to Brynjolf in the Ragged Flagon.  He’ll give you some nice potions as a reward.  Walk with Brynojlf to the CISTERN, where you’ll be introduced to the head of the Thieves Guild, Mercer Frey.   As one quest ends, the next begins: “Loud and Clear”.

L O U D   A N D   C L E A R  

Mercer wants you to break into Goldenglow Estate, clear out the safe, and burn some beehives to teach the owner a lesson.  After receiving your orders, he welcomes you to the Thieves Guild and tells you to speak with Brynjolf to get set up.  Talk to Brynjolf after Mercer leaves.  He tells you to visit Tonilla to get your THIEVES GUILD ARMOR and mentions that Vex can offer tips on how to break into Goldenglow Estate.  Both women are in the Ragged Flagon. 

Before leaving the Cistern, locate the bed that’s been assigned to you, gather items from all of the Guild footlockers, and read the book, “SHADOWMARKS” (there are several copies laying around).  The book shows symbols that are used by the Thieves Guild to identify buildings throughout Skyrim.  Shadowmarks are usually etched near a doorway and each has a different purpose:

            Danger = Warns of danger up ahead; enter at your own risk
            Empty = Nothing worth taking inside
            Escape Route = If put in jail, shows the way out
            Fence = A merchant who will buy your stolen goods
            The Guild = A safe place for members
            Loot = A place containing something worth stealing
            Protected = People and places that should never be robbed or assaulted
            Safe = Indicates a safe route to take when more than one path is available
            Cache = While outside, points to nearby treasure (a hollowed log, for example)
The Cistern also provides an alchemy lab, a grindstone, and an attached training room where you can practice your Lockpicking skills on many chests.  Also, talk to your fellow members, both in the Cistern and the Ragged Flagon to see what services and/or quests they offer:
            Tonilla – the Ragged Flagon’s fence
            Vekel the Man – the Ragged Flagon’s bartender
            Vipir the Fleet – Pickpocket trainer (up to Lv. 100)
            Niruin – Archery trainer (up to Lv.  100)
            Delvin Mallory – Sneak trainer (up to Lv. 100)
            Vex – Lockpicking trainer (up to Lv. 100)

Vekel offers one optional quest whereas Delvin and Vex offer an unlimited amount of radiant quests known as “JOBS”.  It is possible (and efficient) to accept a job from each of them and run them simultaneously. After completing enough of their jobs, special quests become available.

If you’ve been collecting “unusual gems” throughout Skyrim, the appraiser you need to talk to is Vex.  Ask Vex if the gems are worth anything to trigger the Thieves Guild quest “No Stone Unturned”.  Once you’ve activated the quest, all unusual gems in your inventory will be renamed STONES OF BARENZIAH.  All Stones found after this point will not stack with the ones you’ve already collected – they’ll be listed individually in your inventory – which is super annoying considering you need to find 24 of them in order to advance the quest.  (Read the Miscellaneous Thieves Guild Quests section for details on all activities offered by members.)

Ask Vex about the Goldenglow Estate mission and she’ll tell you an alternate way of getting inside.  Get your Thieves Guild Armor from Tonilla and see what she has for sale.  If you have stolen items you want to sell, Tonilla is your gal.  While in the Ragged Flagon, compliment Dirge to raise your Speech skill.

When ready, go back to the Cistern and exit via the ladder.  Pull the chain to slide open a secret panel leading to Riften’s graveyard.  Your map updates to show a new location discovered:  THIEVES GUILD HEADQUARTERS.  From now on, you can press the Guild shadowmark etched on the slab to re-enter/exit the Cistern.

GOLDENGLOW ESTATE sits on a small island just outside of town.  To reach it, you’ll have to swim across the lake.  If you plan on entering through the sewers (Vex’s optional method), then approach the estate from the north shore.  After crossing the lake, look for a small hatch tucked in some bushes below the retaining wall.  If you plan on entering through the front door, cross the bridge and slaughter numerous Mercenaries that guard the path.  It goes without saying that as a “thief”, stealth should always trump brawn – so enter through the sewers.

Open the hatch and climb down.  Go through the tunnel and sneak up on some skeevers.  After killing them, turn the corner and you’ll see a long oil slick near more skeevers.  A tripwire at the end of the tunnel ignites the oil.  Try luring the skeevers towards it so that they catch fire (dash into the side alcove to avoid getting burned).  Pass through and look for a grated door to the south.  Pick the expert lock to access an adept-locked chest and the Pickpocketing SKILLBOOK, “Guide to Better Thieving”.  Proceed to a circular room with skeevers and a cart.  A tripwire at the end of this room causes a mace to fall so try not to get bashed in the face as you move forward.  Climb steps at the end of the tunnel to get outside.

The back door to Goldenglow Estate is right in front of you, but you’ll have to pick the expert-level lock to enter.  Optionally, you can sneak around to the front door, which is unlocked, keeping in mind that several Mercenaries patrol the grounds.  The beehives you need to burn are towards the front but wait to torch them.  Instead, enter the Estate and your journal will add a new objective: “Find the key to Aringoth’s safe.”  The first floor has many rooms to explore, all connected by corridors, and a few Mercenaries are posted there as well.  Either kill them or sneak by as you make your way to the eastern corner.  Unlock a gate there and go up to the second floor.

Sneak past or kill Mercenaries posted on the top floor as you explore the rooms.  Locate Aringoth’s bedroom, which is easy to unlock, and sneak inside.  The owner will be sitting on a chair near one of the bookcases.  To get the GOLDENGLOW CELLAR KEY, persuade Aringoth to give it to you, brawl him, or pick his pocket.  In truth, you do not actually need the key since the cellar door can be lockpicked.  Whether or not you get the key, make sure to grab the QUEEN BEE STATUE on the end table before leaving Aringoth’s bedroom.  As soon as you pick up the unique item, your journal adds a new miscellaneous entry:  "Bring the item to Delvin Mallory." The object is related to the Miscellaneous Thieves Guild Quest, “Delvin’s Larceny Objects”.

After looting the upstairs, return to the first floor. Unlock the gate to the south and go downstairs.  Inside the cellar, you’ll find an apprentice-locked chest in the northeast corner and a small storage room containing nice animal pelts.  Continuing through the cellar, look for an oil slick underneath a chair.  Across from it are steps leading to Aringoth’s stash room.  Inside you’ll find a locked chest, some loose gold, and ARINGOTH’S SAFE.  If you obtained his key, use it to open the safe; otherwise pick the expert-level lock.  Clear out the safe then use the nearby gate to escape through the sewers.

Back outside, your last chore is to set fire to three beehives located on the southwest edge of the estate.  If you already killed the Mercenaries outside, just walk over there and do it now.  For those wishing to remain perfectly stealthy, wade through the water and look for gaps in the rocks beneath the hives that you can jump on to.  If you have a bow enchanted with fire, you can shoot at three hives from this vantage point; otherwise walk up to the hives and use a fire spell to set three of them on fire.  Brynjolf will be upset if you ignite more than three, so be careful.  After igniting three hives, jump into the lake and swim across to the shore.

Head back to the Ragged Flagon and report to Brynjolf.  After getting your share of the gold, Brynjolf tells you that Maven Black-Briar wants to meet you.  This ends the current Thieves Guild quest and begins the next one.  Before leaving, give Delvin the Queen Bee Statue to receive a leveled amount of gold.

D A M P E N E D   S P I R I T S  

Maven Black-Briar is the Thieves Guild’s most influential client.  You can usually find her in “The Bee and Barb” on the second floor.  Talk to Maven about a special job she wants done.  You are to meet her contact, Mallus Maccius, in WHITERUN to get more details.

Go to the Bannered Mare in Whiterun and speak with the man sitting alone in the side room.  Mallus explains a scheme that will put Maven’s competitor, Sabjorn, out of business.  Leave Whiterun and head southeast to reach HONNINGBREW MEADERY.  Enter and speak with the owner, Sabjorn, about his pest problem.  Tell him you’ll clear out the infestation and he’ll give you poison to put on the nest, along with a key to the basement.  Try to persuade Sabjorn to pay half your fee up front.  If persuasion doesn’t work, use intimidation.  After getting the money, enter the room on the right and go down to the Honningbrew Basement.

Below, kill some Venomfang Skeevers while avoiding animal traps on the floor.  Continue sneaking through the linear tunnel, killing poisonous skeevers and Frostbite Spiders as you go.  Watch out for a tripwire near one of the tunnel openings and save your game before entering the large nest room at the end.  Along with skeevers, a mad wizard named Hamelyn resides there and will attack as soon as you enter.  Hamelyn’s ranged Shock spells are fast and deadly.  Hide behind columns to dodge his attacks and heal frequently.  Use frost-enchanted weapons to slow him down, or Shouts that freeze him.  Once his magicka is depleted, Hamelyn comes at you with his bare fists.  Killing him at that point is a cakewalk.

After defeating Hamelyn, loot his body then walk over to the pile of hay near the alchemy lab.  Click on the hay pile to poison it.  Open the nearby chest and read the Sneak SKILLBOOK, “Three Thieves”, then continue through the tunnel to reach the Honningbrew Boilery room.

Once inside, walk upstairs and pour poison into the vat.  Grab the key hanging near the door and exit the Boilery.  Return to Honningbrew Meadery and tell Sabjorn you’ve finished the job.   Mallus will be waiting there, but before talking to him, you must attend a tasting ceremony.   After Sabjorn serves tainted brew to a customer, he is arrested and Mallus is put in charge of the Meadery (he becomes your fence in Whiterun for stolen goods after completing this quest). Tell Mallus you need to check on something for Maven and he will give you a key to the upstairs bedroom. 

Climb the ladder in the adjacent room and walk around to the door at the end.  Go inside and search Sabjorn’s dresser for a PROMISSORY NOTE containing information that Maven needs.  Take the note then loot the bedroom.  Look for an Alchemy SKILLBOOK on the table, “A Game At Dinner” and lockpick the back closet to find another rare object for Delvin, the HONNINGBREW DECANTER.   After clearing out valuables, leave the Meadery and return to Riften.

Give Maven the Promissory Note to receive a reward.  Concerning an unfamiliar symbol found on the note, Maven thinks Brynjolf may be able to identify it.  Go down to the Cistern and give the note to Brynjolf, who suggests showing it to Mercer Frey.  Speaking with Mercer ends the current quest and automatically triggers the next one: “Scoundrel’s Folly”. 

S C O U N D R E L ' S   F O L L Y  

Mercer thinks an old Guild contact named Gulum-Ei is working for the mysterious adversary and wants you to question him in Solitude.  Talk to Brynjolf afterwards to learn that Gulum-Ei is not one to give out information easily.  Under no circumstances are you to kill Gulum-Ei.  Instead, Brynjolf recommends shadowing the old thief to see what he’s up to.  Before leaving headquarters, give the Honningbrew Decanter to Delvin to receive leveled gold.

When ready, travel to SOLITUDE.  If you haven’t visited the capital city, either go on foot or rent a carriage at Riften Stables.  Once there, enter the Winking Skeever tavern and talk to Gulum-Ei.  If your Speech skill is high enough, you can persuade the Argonian to spill information.  If not, you must bring him a case of Firebrand Wine before he’ll talk.  To get the wine, go to the BLUE PALACE, home of Solitude’s Jarl, and steal the case of FIREBRAND WINE off a bureau in the left hallway.  While here, nab a STONE OF BARENZIAH from the Jarl’s bedroom upstairs (you can acquire another Stone by completing the Jarl’s quests and purchasing property in Solitude).  

Bring the Firebrand Wine to Gulum-Ei and he’ll offer vague clues about someone who has it out for Mercer Frey.  It’s clear that he knows more than he’s telling, but no amount of prodding will get him to divulge a name.  After Gulum-Ei leaves the inn, follow him outside.  Keeping a safe distance away, shadow Gulum-Ei as he exits Solitude and walks down the hill.  Follow him to the docks, where you will see him enter the EAST EMPIRE COMPANY WAREHOUSE.  

Before going inside, jump into the water near the barrels to find a sunken chest.  Also, if you have a follower with you, leave them behind; this next task requires pure stealth.  When ready, lockpick the East Empire Company Warehouse door and sneak inside. 

Continue shadowing Gulum-Ei as he walks through rows of shelving, while also avoiding guards that patrol the warehouse.  To avoid detection, you can sneak across the top of shelves or swim across the bay and wait under the docks.  There are lots of things to steal off the shelves if you choose to remain at ground level.  Whichever method you use, do not confront Gulum-Ei or any of the guards.

When you reach the northern wall of the warehouse, you’ll see Gulum-Ei slip behind some crates to the east.  Before investigating where he went, climb a ramp on the left to reach the top of an elevated structure.  Search the desk inside to find another rare object for Delvin: the EAST EMPIRE SHIPPING MAP.  After looting the room, sneak back down and wait for the patrolling guard to turn away.  Head east and walk down some steps into the water.  Wade through the water until you find a ramp.  Use it to get behind the crates, where you’ll discover a hidden door.  Enter Brinewater Grotto.

As soon as you enter the Grotto, your journal updates with a new directive:  “Confront Gulum-Ei.”  You can swim towards the quest marker or stick to dry land.  Either way, you’ll encounter leveled bandits that need to be taken care of.  Some are pretty tough so try to sneak up on them whenever possible.  Moving forward, kill two bandits near a small dock.  If you want to take a shortcut, clear cobwebs on the right and pass through a spider lair; otherwise, continue along the outer path.  Eliminate more bandits up ahead (including one swimming in the water) and look for a submerged chest near the dock. 

Keep fighting groups of bandits as you head through the Grotto and you’ll eventually arrive at a well-lit dock with an anchored boat.  Fight two remaining bandits there then sneak into a larger room where you can eavesdrop on Gulum-Ei talking to a comrade.  Kill the guy he’s talking to then approach Gulum-Ei and demand answers.  The Argonian finally reveals that a thief named Karliah is responsible for the recent sabotage and offers a clue on where to find her.  After receiving this information, you can kill Gulum-Ei or spare him.  If you spare Gulum-Ei, he will become your fence in Solitude.  Unlock all of the chests in the room and loot the storage shelves.  Pull the middle lever near the empty cages to reveal the exit.

Note:  If you kill Gulum-Ei before getting the information from him, one of the chests in the room will contain notes offering the same information.  By killing Gulum-Ei, you forfeit the reward from Mercer and obviously will not be able to use Gulum-Ei as a fence in the future.

Upon exiting the storage room, you’ll end up in a small Horker cave.  These walrus-like beasts are harmless if you stay clear of them.  Back outside, your map updates with the discovery of BRINEWATER GROTTO.  Head back to the Thieves Guild and tell Mercer what you learned to end the quest, and automatically begin "Speaking With Silence". 

S P E A K I N G   W I T H    S I L E N C E

Mercer believes Karliah is hiding out in SNOW VEIL SANCTUM and wants you to meet him there.  As a reward for the previous quest, Mercer tells you to see Tonilla so that she can upgrade a piece of your Thieves Guild Armor.  After visiting Tonilla, give the East Empire Shipping Map to Delvin Mallory for leveled gold.

Snow Veil Sanctum is located in the frigid mountains northeast of Windhelm and southeast of Winterhold.  If you’re following the Winterhold route, make a pit stop at BLEAKCOAST CAVE on the eastern coast.  Kill Frost Trolls inside and explore for treasure, including an enchanted sword and the Two-Handed SKILLBOOK, “Battle of Sancre Tor”.  Heading southeast from Bleakcoast Cave, you’ll find a dead horker hunter on the sandbar.  Loot his body to acquire TREASURE MAP VIII. 

As you climb higher into the snow, keep an eye out for roaming Frost Trolls and look for a dead horse near a tent.  Mercer Frey will be waiting nearby.  Speak with him then go down to the Snow Veil Catacombs entrance.  Try to open the door and it will not budge.  Wait for Mercer to come down and unlock it.

Once inside, Mercer replaces your follower (if you had one).  Proceed to the next room where you’ll find some urns and a chest.  Opening the chest awakens two Draugrs that come out of walls.  After killing them, pull a chain on the right to open one of the gates.  Grab some minor loot then continue into a room with several dead Draugr.  Watch out for a spike trap that triggers when you pull the chain on the wall.  Sneak through a series of small burial rooms, killing the Draugr standing up in alcoves before they awaken.  Unlock a door on the right to get some potions and proceed through the next trap-infested hallway.

When you arrive at the metal gate, look for a chain on the left that opens it.  Pass through and unlock the apprentice-level door up ahead.  Inside you’ll find a chest and a grated window.  Using a bow from this vantage point, you can pick off several enemies in the large room below.  Exit and continue east into a room filled with bone chimes.  Sneak through without touching them and pull a chain to open the way forward.  Go downstairs to reach the room you saw through the grated window.  If you did not kill enemies from that vantage point, defeat six Draugr in the large room.  Loot the table and read the Sneak SKILLBOOK, “Three Thieves”.

There are two staircases in the room.  Climb the southeastern stairs to find a chamber with oil on the ground.  One of Delvin’s unique larceny objects, a MODEL SHIP, sits on a pedestal inside.  Removing it drops lanterns that ignite the oil, so dash out quickly.  After getting the Model Ship, backtrack to the large room and use the other staircase to reach Snow Veil Sanctum.

As soon as you enter, Draugrs awaken and attack.  There’s a chain on the wall that opens the left gate but before using it, look for two chests near a bone tripwire.  Activating the tripwire causes more Draugrs to awaken.  Pull the chain afterwards and pass through.  As you approach the double wooden doors, Mercer tells you to be prepared for an ambush.  Heed his advice as you enter the next chamber.

The Draugr contingency inside includes a powerful mage.  At higher levels, it will be a Dragon Priest.  Defeat the group and loot all of their bodies.  To the south is a word wall that teaches a new word in the Dragon Shout “DISARM”.  Also, look on a table near the entrance for the Light Armor SKILLBOOK titled, “Ice and Chitin”.  To open the metal gate on the left, use a pullchain on the right.  Pass through and follow the short corridor to a circular puzzle door.  After Mercer opens it, walk through and watch the scene that follows.

When it ends, you’ll be outside Snow Veil Sanctum with Karliah.  If you had a follower prior to entering the Sanctum, they will catch up with you here.  Talk to Karliah about a journal she recovered to end the current quest and begin “Hard Answers”.

H A R D   A N S W E R S  

Karliah wants you to bring Gallus’ Encoded Journal to an elf named Enthir in WINTERHOLD.  Travel to Winterhold and enter the Frozen Hearth inn.  Talk to Enthir then follow him downstairs to his basement room.  Being unable to translate the ancient Falmer text, he suggests visiting Calcelmo in Markarth who is an expert.  Leave Winterhold and travel to MARKARTH either on foot or by carriage.

Locate Calcelmo inside UNDERSTONE KEEP, which is on the west end of Markarth.  After entering the Keep, head left to find the wizard busy at work near an alchemy lab and arcane enchanter.  Talk to Calcelmo.  Since he refuses to show you his research, you'll have to get inside the Dwemer Museum and steal the information from his private office.  There are a number of ways to gain access to the Museum:

1.  Persuade Calcelmo to give you the key if your Speech skill is high enough.
2.  Steal the key off of a nearby table and break in without getting caught by the guards.
3.  Lockpick the museum door without getting caught by the guards.
4.  Agree to help Calcelmo kill a spider (Nimhe) in exchange for the key.

Unless you’re in a big hurry, agree to kill Nimhe inside the Excavation Site, which can be entered by following the upper left path.  Once inside, look for ore veins as you proceed through the small dig site, killing a few Frostbite Spiders along the way.  The tunnel leads to a cave where Nimhe resides.  Kill the Giant Frostbite Spider to complete Calcelmo’s easy task.  Before leaving, examine the raised platform at the back of the cave to find ALETHIUS’ NOTES.  Reading the journal triggers a side quest called “The Lost Expedition”.  If you want to complete it now, clear cobwebs to reveal a door and enter the ruins of NCHUAND-ZEL. 

When you’re ready to continue the Thieves Guild quest, return to Calcelmo and tell him that Nimhe is dead.  After Calcelmo gives you the key, you can legitimately enter the Dwemer Museum without the guards hassling you.  Walk past the Keep’s entrance and climb to the top of the stairs to enter.

Inside the museum, you’ll see a ton of display cases and three guards on patrol.  Though the display cases don’t contain fabulous items, stealthy tampering will surely increase your Lockpicking skills.  Unlock a gold gate on the far left to find a STONE OF BARENZIAH inside.  Exit the room and head north.  Sneak over to the big door and unlock it without alerting the guards.  Enter Calcelmo’s Laboratory.

Along with regular city guards, a squad of elite “Wizard Guards” patrol Calcelmo’s research lab looking for intruders.  Find ingenious ways to kill them without incurring a bounty.  For example, there are red valves throughout the lab that trigger traps.  Whether they activate fire or spinning blades, most will injure guards as they scurry towards the affected area.  Be on the lookout as you sneak through.

In a small room on the left, you’ll find a unique SPIDER CONTROL ROD.  Picking it up activates a little Dwemer Spider.  If you equip the Rod, the mechanical creature will follow you and you can direct it to attack nearby foes.  Note that the Spider will become hostile towards you as soon as you un-equip the Rod.  Test it out on the guard that comes out of the doorway next to this room, and/or ignite oil on the floor as he passes.  The path he exited from leads to a barred door, so head west into the throne room.

Deal with the guards inside either by assassinating them, activating traps, or sneaking by.  If you decide to kill the guards, loot their bodies to obtain a key; otherwise lockpick the northwest door and enter Calcelmo’s bedroom.  Pick a couple of locked display cases and steal some scrolls as you pass through.  Beyond the throne room is a ramp leading down to a poisonous hallway.  Dash through the green muck before your health completely depletes.  Stepping on the floor plate at the end of the passage will not stop the gas unless you’re wearing a full set of Dwarven armor.  Heal yourself before walking back up the ramp.

Attached to the next room are two side rooms with several guards patrolling every access point.  To eliminate them, look for a valve that activates spinning blades in the connecting corridor.  Wait for them to patrol the corridor then slice ‘em up.  Loot bodies afterwards and explore the side rooms.   Enter the door flanked by two Dwarven Sphere statues.

Head east, sneaking past the gold gate on the left, to a red valve.  Open it to activate multiple traps that kill the guards stationed in the lower workroom.  Wait until all guards have rushed over and perished before turning off the valve.  Go inside and loot the fallen.  On the center table, you’ll find an Enchanting SKILLBOOK titled, “Twin Secrets”.  In the southeast corner, there’s a display nook containing a DWEMER PUZZLE CUBE for Delvin.  Use the eastern door to get out to the Wizard’s Balcony and sneak upstairs to Calcelmo’s Tower.

Once inside, follow the hallway up to Calcelmo’s private office.  While exploring the office, grab a CHARCOAL and ROLL OF PAPER off one of the tables.  Look for a Heavy Armor SKILLBOOK named “Chimarvamidium” as well.  Go through the double doors to find a big stone slab engraved with secret text.  Examine the slab to transfer the text, using the charcoal and paper you just picked up.  As soon as you complete the task, voices are heard entering the hallway below.  Hide behind the slab and wait for them to disburse.

Drop down to the left and climb up onto the small overhang.  Follow the catwalk towards the Balcony door then hop down and go outside.  Look for a gap in the wall to the south and ride the waterfall down to the streets of Markarth. 

Return to Winterhold and enter the Frozen Hearth Inn.  Go down to the basement room and speak with Enthir and Karliah.  Upon completing this quest, Karliah gives you her unique NIGHTINGALE BLADE.  The next Thieves Guild quest starts automatically.

T H E   P U R S U I T  

Fast-travel to Thieves Guild Headquarters and you’ll notice the Cistern entrance is locked shut.  Use the Ratway in Riften to get to the Ragged Flagon, where Karliah is waiting.  Accompany her to the Cistern and listen as she explains the situation to your colleagues.  Upon opening the Vault, the Guild is convinced that what Karliah is saying is true.  Enter the Vault and speak with Brynjolf.  Tell him everything you’ve learned to get your next assignment:  Break into Mercer’s house to find evidence of where he’s gone.  If you ask Brynojolf for tips on how to break in, he’ll mention a mechanism in the backyard and suggests asking Vex about Mercer’s bodyguard, Vald.  While here, remember to give the Dwemer Puzzle Cube to Delvin.

Speaking with Vex is entirely optional.  She offers a non-violent method of handling Vald that involves paying off his debt.  Note that Vald is not difficult to kill - the sole purpose of Vex’s information is to trigger a one-time-only quest from Maven Black-Briar.  If you opt to do it, complete Maven’s quest before going to Mercer Frey’s house (Riftwead Manor).  For those eager to move on, skip the paragraph below.

Find Maven at “The Bee and Barb” and tell her you want to pay off Vald’s debt.  She does not want your gold but will forgive Vald’s debt if you retrieve her QUILL OF GEMINATION from Lake Honrich.  Maven will not mark the object’s location on your map, so it’s up to you to find it.  Lake Honrich is the body of water next to Riften.  In it, you’ll find a submerged chest containing the Quill.  Rather than swimming around endlessly, here’s a general tip:  Search the water between the ship docked at Riften and the ship docked at Goldenglow Estate.  Scan the bottom of the lake between those two landmarks until you find a sunken rowboat.  The Expert-locked chest is buried next to the prow.  Retrieve the Quill of Gemination along with some gold.  Bring the quill to Maven, who hands you a note to give to Vald. 

Go to the back of Riftwead Manor and you’ll see Vald patrolling the yard.  If you have Maven’s note, tell Vald his debt is paid and he’ll give you the key to Mercer Frey’s house.  If you skipped Maven’s quest, you can get the key from Vald in a number of ways:

1.  Persuade Vald to give you the key by tricking him into leaving his post (requires high Speech skill).
2.  Shoot the mechanism on top to drop down a ramp then let Vald chase you into Riften, where the guards will kill him. 
3.  Unlock Mercer’s gate and fight Vald in the backyard.
4.  Unlock the neighbor’s gate and assassinate Vald while crouched on the stairs.

Whether you obtained the key directly from Vald or by looting his dead body, enter Mercer Frey’s house.  Either sneak through the front door or release the ramp in back and enter the door on top.  Once inside, kill two bodyguards and head towards the basement in the northwest corner.  Kill another bodyguard below then look for a SUSPICIOUS CABINET in the nearby room.  Open the Cabinet to reveal a false panel.  Touch it to discover a secret entrance into the sewers.

Descend the stairs and avoid a pressure plate near the bottom gate – one of many traps you’ll come across while navigating the tunnels.  Heading left, you’ll reach a room filled with circular floor traps.  Select which tiles to stand on based on how they look.  After making it across, avoid a dart trap in the next tunnel and look for a chest on the right.  Proceed to a hallway filled with swinging blades and battering rams.  Dash through and heal when you reach the other side.  Walk downstairs and de-activate a tripwire at the base of the door before entering.

Inside, you’ll find a desk full of goodies – among them the quest item, MERCER’S PLANS.  Also take the BUST OF THE GRAY FOX (another larceny object for Delvin) and CHILLREND, a unique magical sword.  Read the Sneak SKILLBOOK “The Red Kitchen Reader” on the shelf and don’t miss out on all of the jewels in the bowl.  Leave the stash room and proceed to an alcove with a hole in the floor.  Drop down into the Ratway Vaults and follow the path back to the Ragged Flagon.  Give Delvin the Bust of the Gray Fox to receive leveled gold.  Speak with Brynjolf and Karliah to end the current quest and begin the next one, “Trinity Restored”. 

T R I N I T Y   R E S T O R E D  

Karliah wants you and Brynjolf to meet her at THE SHADOW STONE outside of Riften.  When ready, leave the city and take the southern path up the hill.  Karliah and Brynjolf will be waiting near a large rock formation just below the standing stone.  Speak with Karliah and she will open the secret entrance to NIGHTINGALE HALL.

Follow Karliah as she briefs you and Brynjolf on the Nightingales’ elite role in the Thieves Guild.  This was their home base and you can find remnants of past occupants within the cave.  After crossing the first bridge, look near a hay pile on the right for the Pickpocket SKILLBOOK, “Purloined Shadows”.  Stopping at the armory room, Karliah asks you to put on your NIGHTINGALE ARMOR, which is automatically added to your inventory once you touch the stone.  The super-cool light armor set is imbued with leveled enchantments that boost stamina, Lockpicking, One-handed, Illusion, ice resistance, and Muffle.  The gear can be upgraded using Void Salts.  Equip all four pieces before going any further.

As Karliah walks on ahead, explore two side rooms.  Both contain chests, and the room on the right also has the Sneak SKILLBOOK, “The Red Kitchen Reader” in case you didn’t read the copy in Mercer’s stash room.  Catch up with Karliah at the gate and she’ll ask if you’re ready to swear an oath to Nocturnal.  Say “yes” then enter the induction chamber with Brynjolf and Karliah.  Take your place on one of the pedestals and watch the scene that follows.

After becoming a Nightingale, speak with Karliah to learn what your next task entails:  Finding Mercer in Irkngthand to obtain the Skeleton Key.  Brynjolf adds that you’d make an excellent Guild leader once this matter has been dealt with.  In actuality, you must complete all Thieves Guild quests, including the minor ones, before truly becoming their leader. Leave Nightingale Hall to end the current quest and automatically begin “Blindsighted”.

B L I N D S I G H T E D  

You are told to meet Karliah and Brynjolf inside IRKNGTHAND, which is located in the mountains west of Windhelm. On your way there, you’ll discover one of the perks of being a Nightingale: Plumes of smoke rise from your body whenever danger is near.  These are your shadow protectors; former Nightingales that alert you to nearby enemies no matter what type of armor you’re wearing.  Pretty cool, if you ask me.

Upon reaching Irkngthand, you’ll find some Bandits camped on the outer grounds.  Clear the ruins and gather loot as you make your way up to the entrance.  If you brought a follower, they will not be able to enter but automatically meet up with you later.

Enter the Irkngthand Arcanex to find many dead bandits – the handiwork of Karliah and Brynjolf no doubt.  After looting the bodies, look for three locked chests in the room.  Two are on the right side and one is on the left near some crumbled columns.  Proceed into a small room with a pool and defeat Dwarven Spheres as they emerge from the walls.  After passing through the open gate, you’ll encounter more Dwarven Spheres on patrol.  Before going downstairs, walk to the end of the upper path to find a chest.  Below, look for another chest close to the wall. 

In the next room, spinning flame-throwers prevent direct passage.  Stick to the left wall, hopping on rubble to prevent getting burned.  A couple of Dwarven Spiders will come out to play as you pass through.  Enter the corridor and open the apprentice-locked chest straight ahead.  There’s another chest at the end, as well as a Dwarven Spider.  Pull the nearby lever to descend into Irkngthand Grand Cavern.

Move forward to find Karliah and Brynjolf, who join you now.  Deactivate a tripwire at the base of the door before passing through.  Halfway down the hall, unlock a gate on the left to access a chest and other Dwemer goodies.  Continue down the hall and you’ll arrive in a semi-circular room offering a glimpse of Mercer in the cavern below.  The view also alerts you to the fact that you’ll be facing Falmer enemies soon. 

Sneak into the next room to see that it has two levels.  Falmer inhabit both floors and it would be wise to clear them out before releasing the lower gate.  On the upper level, unlock a gold gate and use the ballista inside to shoot at Falmer below.  Or just wait for them to emerge from their tents and shoot arrows at them.  The first floor has multiple blade traps that Brynjolf will invariably trigger.  The room also contains two Falmer chests and many alchemy ingredients to harvest.  After clearing the area of Falmers and treasure, open the bottom gate by activating two levers on the top floor – one past rubble near the entrance, and one past the ballista.  After pulling the first lever, dash over to the second one and pull it before the gate mechanism resets.  The gate remains open once both levers have been set in the allotted time.

Watch out for traps in the corridor as you pass through into a huge underground ruin.  Many Falmer patrol this area, including archers posted on top of domes.  Take the high road or the low road and wipe out all enemies with your comrades’ help.  As you move forward, look for a chest on the left ramp and one near the collapsed structure further ahead.  While exploring, an earthquake occurs, dislodging rubble that reveals the way forward.  Take the ramp up to a door and enter.

Follow the trap-laden hallway to a room with empty chests.  Take “Detect Life” scrolls from this room and read the note Mercer left behind.  Go through the gate on the left, avoiding more traps as you head to the next room.  Sneak inside and while standing on the steps, shoot the Dwarven Centurion below with an arrow.  Once awakened, the Centurion will attack several Falmer, making your life so much easier.  Stay hidden and pick off whoever’s left.  Loot the Centurion afterwards, as they always provide great stuff.  Move through the chamber, killing more Falmer and defeating Frostbite Spiders in their corner lair.  There are chests on either side of the door.  Loot both then enter the Irkngthand Slave Pens.

Defeat a Dwarven Spider then go upstairs and unlock a gate on the right to collect ingots.  Before going downstairs, look for a chest in the dead-end with glowing mushrooms. Descend afterwards and sneak over to a lever you can activate to kill two Falmers in the torture room below.  Turn off the blade trap and explore the room, including the dead thief on the rack. 

As you approach the large Falmer camp, Karliah says you can sneak past them or kill the poor creatures; she’ll follow your lead.  Either sneak to the right or kill them one at a time.  The scenario you want to avoid is having five or six leveled Falmers attacking you at the same time.  If you decide to kill them, explore their tents, in which you’ll find two chests.  Exit to the right and proceed into a room with tall pipes and more Falmer. 

Climb the ramp on the right to find an apprentice-locked chest.  Further down, you’ll face more Falmer as well as Chaurus insects, and find a chest inside one of the tents.  To the right of the door is a master-locked chest containing the Key to Irkngthand Sanctuary.  Save your game before entering.

As soon as you enter the Sanctuary, you’ll see Mercer stealing eyes out of a large statue, which causes the ledge you’re standing on to collapse.  After he spots you, a brief conversation occurs.  A spell prevents Brynjolf and Karliah from joining the fight so you’ll have to face Mercer alone.  The sneaky thief makes himself invisible as he runs around the room.  Use a “Detect Life” scroll to reveal Mercer’s location or just wait for him to reappear.  While invisible, his outline shimmers so you can target him in this state if you stand still and focus on his movement.  Casting a fire spell on him also helps.  Get to higher ground and wait for Mercer to come to you.  He uses hit and run tactics so you’ll have plenty of time to heal up before engaging him again.  While standing at the very top of the room, use the “Unrelenting Force” Shout as soon as Mercer approaches, causing him to fall to his death.

After defeating Mercer, a pipe breaks and starts flooding the room with water.  Quickly loot Mercer’s body to get the SKELETON KEY and EYES OF THE FALMER along with other goodies.  There’s also a dead Falmer in the water that you can loot.  Wait for the water to fully rise then swim through the opening that appears above the statue’s head. 

Upon reaching dry land, a new location is discovered, BRONZE WATER CAVE.  If you had a follower with you prior to entering Irkngthand, they will rejoin you here.  Talk to your fellow Nightingales when they arrive to learn what needs to be done with the Skeleton Key.  For completing this quest, Karliah gives you a unique NIGHTINGALE BOW and the next Thieves Guild quest automatically starts.

Note that the Skeleton Key is an unbreakable lockpick.  Exploit it while you have it.  Also, stop by the Ragged Flagon to give Delvin the Left Eye of the Falmer (another Larceny object).  The Right Eye can be sold or kept.

D A R K N E S S   R E T U R N S  

The Skeleton Key must be returned to the TWILIGHT SEPULCHER and you must do this task alone. To get there, head west from Falkreath.  The entrance is in a clearing near a little pond.  Enter the Sepulcher and follow the path into a large cavern.  Approach the wide staircase and talk to the ghost that appears.  The Nightingale Sentinel explains that you’ll be tested as you follow the Pilgrim’s Path and advises you to search Nystrom’s remains on the right side of the chamber.   Walk over there to find a skeleton, a satchel, and an enchanted weapon.  Loot the skeleton to get NYSTROM’S JOURNAL.  The volume contains riddles that describe five tests you’ll face as you journey through the Sepulcher. 

The first test (“Shadows of their former swift death to defilers”) begins as soon as you enter the door on top.  Follow the corridor down to a door and sneak inside.  Kill the shadowy figure at the bottom of the stairs then hunt down another Nightingale Sentinel in the side room above.  After looting the side room, look behind the table for a button that opens a hidden panel.  Inside the secret room you’ll find a chest, a knapsack, and some nice potions.  Explore the north side of the top floor for potions and ingredients then go down and proceed through the hall.  Fight a Sentinel along the way and avoid a poison dart trap as you approach the iron door.  Inside is a catacomb with a Sentinel posted at the top of the stairs.  Loot the coffins afterwards then pass through the door at the end.

The second test (“Above all they stand...beholden to the murk yet contentious of the glow.”) begins as soon as you enter the large chamber.  Inside, partially lit structures peek out of total darkness.  Stepping into the light will harm you so must get across the room using only the shadows.  Making things more difficult are the variety of traps hidden in the murk.  Depending on the route you take, certain traps and light patches are unavoidable so just pause in the shadows and heal if you need to.  Alternately, you could just dash through while casting healing spells on yourself to stay alive.  Climb the wide staircase at the end and enter the door on top.

The third test (“Offer what She desires most...that which cannot be seen, felt or carried.”) starts as you approach the statue of Nocturnal at the end of the path.  Before solving the riddle, open a chest in the southern alcove and loot the dead bandit at the statue’s feet.  There are chains behind the braziers on either side of the statue.  Pull both of them to give Nocturnal wants she wants: Darkness.  Once the flames are extinguished, a door behind the statue opens. 

Pass through to begin the fourth test (“Direct yet indirect. The path to salvation a route of cunning...”).  The riddle warns of traps ahead that one can cleverly avoid by selecting alternate routes.  Start by following the corridor into an opening.  Ahead of you are traps of all varieties (poison darts, battering rams, swinging blades, spears, etc.) but you can avoid most of them by unlocking a master-level door to the left and taking an alternate route around.  The door is easy to open with the Skeleton Key still in your possession. Follow the alternate route into a large room guarded by two Nightingale Sentinels.  After killing them, explore both floors.  On the lower level, look for a Lockpicking SKILLBOOK aptly titled, “Proper Lock Design” and perhaps another called “Sacred Witness” that increases your Sneak skill.  For some reason, the second skillbook is not always there.  After looting the room, follow the upper walkway around to the western exit, bypassing the corridor full of traps.  Go through the iron door to reach the Twilight Sepulcher's Inner Sanctum.

Once inside, the fifth and final test begins (“The journey is complete, the Empress’s embrace awaits the fallen...”).  Move forward and you’ll eventually reach a large pit.  Jump down.  Although you receive a small amount of damage from the fall, it is not deadly.  Search the skeleton there (Anders) and relax until a scene takes over.

When it ends, you’ll be inside the EBONMERE.  Bid farewell to the Skeleton Key as you place it in its holder.  Upon returning the Skeleton Key, Nocturnal appears, as does Karliah.  After a brief scene, the Daedric Prince vanishes, leaving behind three portals.  Across from each portal is a floor seal depicting various phases of the moon.  Ask Karliah what each seal means before stepping on any:

            Full Moon = AGENT OF STRIFE (Absorb 100 points of health from a target)
            Half Moon = AGENT OF SUBTERFUGE (Cast Frenzy on nearby foes)
            Crescent Moon = AGENT OF SHADOW (Become invisible for 120 seconds)

Only one Nightingale Agency can be active at a time.  It will remain active until you select another one.  You must wait 24 hours before selecting another Agency but can visit the Ebonmere as many times as you wish. You can reach the Ebonmere directly from Nightingale Hall, where Karliah will be staying from now on. 

After selecting your perk, walk through one of the portals to return to the first room in the Twilight Sepulcher.  You’ll see that all of the braziers have blue flames now.  Head back to the Thieves Guild to see that a new shrine has been installed in the Cistern.  Touching the SHRINE OF NOCTURNAL increases your Sneak skill by 10 points for 8 hours.  Congratulations on completing the primary Thieves Guild questline!

By all means continue to do jobs for the Guild to return it to its former glory.  As you complete tasks, the Guild grows and provides additional services.  To officially become their leader, finish ALL miscellaneous Thieves Guild quests (read “Under New Management” below, for details).


Some Miscellaneous Thieves Guild quests are nameless – meaning they do not show up in your journal until you find something or meet a hidden goal.  When an objective has no name, it has been given one in the alphabetical list, below:

D E L V I N ‘ S   L A R C E N Y   O B J E C T S

  • Quest Giver:  N/A
  • Conditions:  Find a unique object & join the Thieves Guild

During the primary Thieves Guild quests, you’ll come across seven unique items that have no inherent value.  When you add one of these items to your inventory, your miscellaneous quest log will update with: “Bring the object to Delvin Mallory.”  Ask Delvin if he’s interested in the item and he’ll pay you a leveled amount of gold each time.  The items will be displayed in the Cistern afterwards.  Here are the names and locations of Delvin’s larceny objects:

            QUEEN BEE STATUE                     Goldenglow Estate (owner’s bedroom on 2nd floor)
            HONNINGBREW DECANTER        Honningbrew Meadery (locked bedroom closet upstairs)
            EAST EMPIRE SHIPPING MAP     East Empire Company Warehouse (in elevated office)
            MODEL SHIP                               Snow Veil Sanctum (in side room with fire trap)
            DWEMER PUZZLE CUBE               Calcelmo’s Laboratory (on a display shelf)
            BUST OF THE GRAY FOX             Riftwead Manor (on a table in Mercer’s stash room)
            LEFT EYE OF THE FALMER            Irkngthand (on Mercer Frey)

I M I T A T I O N   A M N E S T Y

  • Quest Giver:  Delvin Mallory
  • Conditions:  Complete five jobs in Whiterun

After completing five jobs for Delvin and/or Vex in Whiterun, ask Delvin for extra work and he’ll ask you to do a special job for a client in that city.  Travel to Whiterun and speak with the client, Olfrid Battle-Born.  Olfrid wants you to steal an incriminating letter in Dragonsreach and alter the prison registry.  Both tasks need to be done without getting caught, of course.  They are easier to accomplish during daylight hours, especially if you are Thane.

Enter Dragonsreach and go upstairs to the Jarl's chambers.  The letter is on a table in his study.  Steal it when the guards aren’t looking then go down to the steward’s room.  The prison registry is sitting on the desk.  Click on it to alter the records.  That’s it.  Return to Olfrid and tell him the job is done.  As a reward, he gives you an enchanted ring.  Upon returning to the Ragged Flagon, you’ll see that a new merchant has set up shop.

M O O N   S U G A R   D E L I V E R Y

  • Quest Giver:  Tonilla
  • Conditions:  Complete 3 “special” jobs for Delvin

After completing at least three of the four special jobs offered by Delvin (“Summerset Shadows”; “The Dainty Sload”: “Imitation Amnesty”: “Silver Lining), Tonilla will approach you with a request. She wants you to deliver Moon Sugar to a Khajiit caravan merchant named Ri’saad.  Tonilla will mark Ri’saad’s current location on your map, but since the caravan is always on the move, you’ll have to intercept it by fast-traveling around Skyrim.

Once you reach the Khajiit caravan, talk to Ri’saad.  After giving him the Moon Sugar, he agrees to fence stolen goods for the Thieves Guild.  Return to Tonilla and receive gold as a reward.

N O   S T O N E   U N T U R N E D

  • Quest Giver: Vex
  • Conditions:  Find an unusual gem & complete "Taking Care of Business"

Find one of the many “unusual gems” scattered around Skyrim to add the miscellaneous journal entry: “Bring the unusual gem to an appraiser.”  The appraiser you need to talk to is Vex.  After joining the Thieves Guild, ask Vex if the gem is worth anything to begin “No Stone Unturned”. 

Once you’ve activated the quest, all unusual gems in your inventory will be renamed STONES OF BARENZIAH.  Stones found after this point will not stack with the ones you’ve already collected – they’ll be listed individually in your inventory – which is super annoying considering you need to find 24 of them in order to advance the quest.  Here is an alphabetical list of their locations:

  • ANSILVUND (on altar in boss chamber)
  • BLACK-BRIAR LODGE (in upstairs bedroom)
  • COLLEGE OF WINTERHOLD > ARCH-MAGE’S QUARTERS (on a shelf – must join the College and complete “Under Saarthal” to gain entry)
  • DAINTY SLOAD (on the captain’s desk)
  • DARK BROTHERHOOD SANCTUARY (in a bedroom near the entrance – must join the Dark Brotherhood to gain entry)
  • DEAD CRONE ROCK  (on altar near word wall at the very top)
  • FELLGLOW KEEP (in a side room between arcane enchanter and alchemy lab)
  • HOB’S FALL CAVE (in alchemist’s room below the bridge)
  • MARKARTH > TREASURY HOUSE (in Thonar’s bedroom)
  • MARKARTH > DWEMER MUSEUM  (behind locked gate in first display room)
  • PINEWATCH (in secret bandit lair, behind locked door near Draugr area)
  • RANNVEIG’S FAST (on a shelf outside cage – drop down near word wall to get there)
  • REEKING CAVE (under the Thalmor Embassy, near a dead conjurer)
  • RIFTEN > MISTVEIL KEEP (in Jarl’s bedroom)
  • SOLITUDE > THE BLUE PALACE (in Jarl’s bedroom)
  • SOLITUDE > PROUDSPIRE MANOR (in bedroom – purchase house for 24,000 gold after completing Jarl’s quests)
  • STONY CREEK CAVE (in wizard’s cave off to the right)
  • SUNDERSTONE GORGE (on altar near word wall)
  • WHITERUN > DRAGONSREACH (in Jarl’s bedroom)
  • WHITERUN > HALL OF THE DEAD (near a corpse in the catacombs)
  • WHITERUN > JORVASSKR (in Kodlak’s bedroom)
  • WINDHELM > HOUSE OF CLAN SHATTER-SHIELD (on a bookcase upstairs)
  • WINDHELM > PALACE OF THE KINGS (in court wizard’s lab upstairs)
  • YNGVILD (on the altar in throne room)

Return to Vex after finding all 24, and she’ll tell you they need to be reconstituted on the Crown of Barenziah. Vex will ask you to recover the Crown from TOLVALD’S CAVE, which is north of Riften and east of Shor’s Stone Watchtower.  Prepare for the journey, as you’ll be fighting many ice-based creatures and Falmers once you get there.

Upon entering Tolvald’s Cave, you’ll find a small campsite and an apprentice-locked chest.  Battle Ice Wraiths, Snow Bears, or Frost Trolls (depending on your level) and avoid a bone tripwire in the tunnel to the left as you explore offshoots.  You eventually arrive in a small Dwemer room with a trapped chest that cannot be disarmed.  Save your game before opening the chest.  Once you open it, poison darts pelt you and leveled Falmers (up to eight of them) come out hidden doors on each side of the room.  If you have trouble defeating them, retreat into the tunnel and heal before resuming.  Loot the chest afterwards then take either path into the next room.

Inside, you’ll find an alchemy lab, ingredients, and a dead hunter you can loot.  Kill more Falmer as you sneak into their camp.  Loot the bodies afterwards to obtain a SHAMAN’S KEY (these keys unlock Falmer chests).  Near a tanning rack on the left you’ll find a chest.  Proceed to another part of the camp overlooking two Frostbite Spiders as well as Falmer that come out of wall holes.  Look for an adept-locked chest behind the tent on the ledge and another inside the dwelling near the fire.  Follow the tunnel in between to Tolvald’s Gap.

Move forward to a gap in the stream.  From this vantage point, use ranged weapons to furtively kill Falmer archers on the opposite side.  There are more Falmers below as well as skeevers.  Take out as many as you can before walking down the ramp.  Spiders join the fray up ahead so kill them along with any remaining enemies as you head towards the waterfall on the right.  Look for three hidden chests near the waterfall.  One is near the bridge, another is in a mushroom-filled room inhabited by a Falmer, and the third is downstream.

Keep following the stream until it ends, fighting spiders and Falmers as needed.  After killing a skeever in the tunnel, you’ll reach a circular room with a few Falmer and a Chaurus pen.  Go up the ramp before heading into the tunnel.  Unlock an adept-level chest on top then pass through the tunnel to reach the other side of the gap.  Kill the Falmer archers if you didn’t do so earlier.  Look for a chest in the tent on the left then enter the tunnel on the right.  Head upstream to Tolvald’s Crossing.

As you move forward, spray from a waterfall blocks your view.  A powerful Falmer guards the bridge so prepare to fight your way across.  To the right, you’ll see an astral being and when it fades, a skeleton takes its place.  Read the Faded Diary left behind then continue through the tunnel until its splits.  The path on the right leads to a clearing with another astral spirit that turns into a skeleton.  In addition to a journal, it leaves a Staff behind.  Unlock a chest here as well.  Backtrack to the split and head left, de-activating a tripwire that releases a claw trap.  Enter the room on the right to find several skeletons and a big expert-locked chest.  There are also two SKILLBOOKS in the room:  “The Mystery of Talara, v3” increases Destruction, and “Battle of Red Mountain” increases Block. 

Continue through to the next chamber, which is full of debris.  Among the clutter sits the CROWN OF BARENZIAH.  Once you take it, three ghosts appear.  Deal with the elven spirits and loot the rest of the room.  Now return to the previous chamber and take the southern route up a ramp that leads to a Falmer and master-locked chest.  Heading down the ramp, you’ll come to a two-tiered room occupied by more Falmers.  A tent on the upper level holds a chest. 

Go through the gate and follow the path down to an astral spirit that’s waving its arms at you.  When it disappears it leaves behind a skeleton, a Ruined Trailbook, and some loot.  Continue up the incline, killing Falmer as you go.  When you reach the table with Human Flesh ingredients, head left, following the ledge over to an opening on the right.  Go inside and kill the Falmer guarding a chest.  After collecting its contents, return to the ledge and proceed through a tunnel that opens into a large Dwemer room with a river.

Sneak across to the center platform then take either bridge over to face some powerful Falmers and a Chaurus Reaper.  At least one of the Falmers will be ranged (archer or mage).  Pop them off one by one and heal as necessary.  After defeating the foes, look for a chest inside the Dwemer structure on the left.  Proceed through the gate and follow the walkways to a ledge.  Go down and around some pipes to find a shortcut back to Tolvald’s Cave.  Pull the chain to lower a rock wall and hop down to the campsite near the entrance.

Once outside, fast-travel to the Thieves Guild and speak with Vex.  Though your “Active Effects” menu will not show it, returning the Crown of Barenziah results in you finding tons of valuable gems in dungeons and chests from now on.  The Crown of Barenziah will be put on display near Mercer’s desk to remind you of your hard work.


  • Quest Giver:  N/A
  • Conditions:  Commit crimes against Thieves Guild members

This quest triggers automatically upon killing/assaulting any member of the Guild – or if you are caught stealing/pickpocketing any of their belongings.  Your journal states that you’ve been banned from the Guild and any active Thieves Guild quests will be put on hold.  Wait a few days for things to calm down then speak with Vex.  Pay a hefty fee to rejoin and return to your business.

S I L V E R   L I N I N G

  • Quest Giver:  Delvin Mallory
  • Conditions:  Complete five jobs in Markarth

After completing five jobs for Delvin and/or Vex in Markarth, ask Delvin for extra work and he’ll ask you to do a special job for a client in that city.  Go to Markarth and speak with the client, Endon, to get details.  You’ll usually find him in the Silver-Blood Inn.  Endon wants you to retrieve a Silver Mold that was stolen by bandits.  Their hideout is in PINEWATCH, which is east of Falkreath.  If you already found the “Curious Silver Mold”, give it to Endon now; otherwise travel to Pinewatch to fetch it. 

Enter the small cabin and sneak downstairs.  Below, you’ll find a bruiser named Rhorlak.  If you bribe him, he’ll tell you how to get inside the bandit’s lair.  Or, you could just kill him and push the button next to the bookcase yourself.  After revealing the secret entrance, sneak down the tunnel.  At the landing, you’ll see a cave with suspended walkways and a few bandits on patrol.  Either sneak past them or kill them as you move through the cave.  On the lower level, you’ll find a chest amidst the rubble and above, an expert-locked supply room to the right.

In the next area, you’ll find more bandits on patrol.  Take advantage of the broken pillars to sneak up on them if you can.  Look for a chest on top of one of the pillars, too.  A lone bandit guards the door up ahead.  Kill him and enter Pinewatch Bandit’s Sanctuary.

Sneak up on three bandits sitting around a table and loot the nearby chest.  Ascend the ramp on the right and move through a tunnel patrolled by a bandit.  Enter the wooden door to reach a Draugr tomb guarded by a single bandit.  Unlock the door on the right to reveal a room full of goodies, including a STONE OF BARENZIAH.  The chest is trapped so open it from the side. Moving ahead, you’ll arrive in a bedroom area with multiple bandits.  Kill any that are sleeping then defeat the remainder near the bar. 

After looting the room, sneak into the next area where you’ll find several bone chimes. The bandit leader, Rigel Strong-Arm, is just around the corner so saving your game here might not be a bad idea.  Get past the bone chimes without making any noise and there’s a chance the boss will be fast asleep in her bedroom.  Either way, defeat Rigel Strong-Arm and loot her body to get the PINEWATCH TREASURE ROOM KEY.  Her bedroom contains many nice things, including a locked chest.

Beyond Rigel’s bedroom are a series of traps designed to keep people away from her treasure room.  Pause after opening doors just to be safe.  After successfully getting past darts, blades, a battering ram, and a mace, you’ll reach Rigel’s Treasure Room.  Avoid the metal pressure plate next to the table full of loot.  Take the CURIOUS SILVER MOLD and everything else on the table. Open a chest near the exit containing leveled gear.  Unbar the door and take the shortcut out to Skyrim.

Return to Markarth and give Endon the Silver Mold.  As a reward, he gives you an enchanted piece of armor and becomes your fence in Markarth.  Additionally, a new merchant sets up shop inside the Ragged Flagon.

S U M M E R S E T   S H A D O W S

  • Quest Giver:  Delvin Mallory
  • Conditions:  Complete five jobs in Windhelm

After completing five jobs for Delvin and/or Vex in Windhelm, ask Delvin for extra work and he’ll ask you to do a special job for a client in that city.  Go to Windhelm and speak with the client, Torsten Cruel-Sea, to get details.  Torsten tells you that a rival Thieves Guild (the Summerset Shadows) stole a locket from his daughter’s corpse, and Niranye knows where to find them. 

Speak with Niranye at her stall in the marketplace.  Persuade her to give you the location.  If that fails, intimidate her.  If persuasion and intimidation both fail, DO NOT kill her; she’s valuable later on.  Exit the conversation and your journal will add a new objective: “Discover leverage to sway Niranye.”  Skip the next paragraph if she’s already cooperated.

For those needing leverage, go to Niranye’s house, which is to the right of Windhelm’s entrance.  Pick the master-locked door and sneak inside.  Look for a Hidden Panel in the dining room that leads down to another master-locked door.  Pick it and enter the basement.  There, you’ll find an expert-locked safe.  Pick it and take the two notes inside.  Return to Niranye and show her the notes.  She will cooperate afterwards.

Ultimately, Niranye tells you that the Summerset Thieves work out of UTTERING HILLS CAVE, which is in the mountains southwest of Windhelm.  Travel there, and kill two lookouts guarding the entrance.  Sneak inside and move through the cave until the path splits.  Summerset Shadows patrol both paths and each leads to a campsite.  Pick a route and sneak down to engage two more enemies warming themselves by the fire.  Loot the nearby chest then enter the wooden door.

You’ll be inside a circular tower.  Sneak downstairs to an alchemy room.  Loot it then move on, killing more Shadow members as you head through the tunnel.  A room on the right contains the Summerset Shadows banner.  Approaching the banner gives you the option of burning it, which you can easily do with a fire spell.  Note that burning the banner will cause all remaining enemies (including the boss), to dash towards you so wait until you’ve cleared the area.

There are doors on either side of the banner.  The bedroom on the left contains two Shadows, one of them sleeping, and some minor loot.  The room on the right leads to the Shadow leader, Linwe.  Sneak inside and kill the boss.  Loot his body to recover FJOTLI’S SILVER LOCKET as well as his unique armor.  Open the boss chest and explore the rest of the room.  Get a One-Handed SKILLBOOK, “Mace Etiquette”, on the shelves by the bed.  There is no shortcut back to Skyrim, so torch the banner on your way out if you haven’t done so already.

Return to Windhelm and give the locket to Torsten Cruel-Sea.  As a reward, he’ll give you an enchanted item.  Also, Niranye becomes your fence in Windhelm and Thief Cache barrels will appear in the city from now on.  Report to Delvin in the Ragged Flagon and you’ll see that a new merchant has opened a shop there.

T H E   B E D L A M   J O B

  • Quest Giver:  Delvin Mallory
  • Conditions:  Complete “Taking Care of Business”

Ask Delvin for a Bedlam Job then steal goods from a hold that, in total, are worth at least 500 gold.  Delvin will tell you which hold to steal from.  In addition to the capital city, you can steal from any other place within the hold:

            Eastmarch (Windhelm)
            Haafingar (Solitude)
            The Reach (Markarth)
            The Rift (Riften)
            Whiterun (Whiterun)

You fail the quest if you get caught stealing or breaking into a building.  Items acquired by pickpocketing do not count towards the total.  All stolen items can be kept or sold after returning to Delvin.  The quest is “radiant” therefore it can be accepted and completed unlimited times. 

T H E   B U R G L A R Y   J O B

  • Quest Giver:  Vex
  • Conditions:  Complete “Taking Care of Business”

Ask Vex for a Burglary Job then steal a particular item from a wealthy person’s home.  You fail the quest if you get caught breaking into the home or are seen stealing the item.  Return to Vex afterwards.  Give her the item to receive gold.  The quest is “radiant” therefore it can be accepted and completed unlimited times. 

T H E   D A I N T Y   S L O A D

  • Quest Giver:  Delvin Mallory
  • Conditions:  Complete five jobs in Solitude

After completing five jobs for Delvin and/or Vex in Solitude, ask Delvin for extra work and he’ll ask you to do a special job for a client in that city.  Go to Solitude and speak with the client, Erikur, who hangs out in the Blue Palace during the day.  Erikur wants you to frame a captain named Volf aboard his ship, the Dainty Sload.  To get the contraband you need to plant, leave Solitude and go down to the East Empire Company docks.

Board The Red Wave and speak with Sabine Nytte on deck.  Pay her 1500 gold to get the key to her stash, which is under the docks near the ship.  Dive into the water and take BALMORA BLUE from the chest.   After obtaining the contraband, make your way over to the DAINTY SLOAD, which is anchored near Solitude’s Lighthouse.  Some Corsairs patrol the upper deck; use ranged attacks from the bluffs to take them out then sneak down and board the vessel.

Enter the ship’s cabin and loot the chest on the right.  Sneak downstairs and you’ll see two Corsairs in the room on the left.  Either sneak by or kill them, and do the same with the pirate around the corner.  Go down to the cargo bay and slay the pirate stationed there.  Look for a chest to the right of the stairs then pass through to the captain’s quarters.  The ship’s First Mate will be here, either asleep or awake.  Kill him or pickpocket him to obtain the key to the Captain’s Chest, or just pick the adept-level lock.  Open the chest and remove its contents, then place the Balmora Blue contraband inside.  After completing the objective, collect another STONE OF BARENZIAH off the desk as well as a Speech SKILLBOOK titled, “A Dance in Fire, v6”.

Leave the ship and return to Solitude.  Tell Erikur the job is done and he’ll reward you with a spell tome.  A few Thief Cache barrels will appear in Solitude from now on as well.  Report to Delvin in the Ragged Flagon and you’ll see a new merchant has opened a shop there.

T H E   F I S H I N G   J O B

  • Quest Giver:  Delvin Mallory
  • Conditions:  Complete “Taking Care of Business”

Ask Delvin for a Fishing Job then pickpocket an item from a particular target without getting caught.  He will mark the target’s location on your map.  To increase your rate of success, take only the item Delvin wants (usually a ring or necklace).  Return to Delvin afterwards for a reward.  The quest is “radiant” therefore it can be accepted and completed unlimited times. 

T H E   H E I S T   J O B

  • Quest Giver:  Vex
  • Conditions:  Complete “Taking Care of Business”

Ask Vex for a Fishing Job then steal a particular item from a shopkeeper in one of the major cities without getting caught.  She will mark the location on your map.  Return to Vex after obtaining the stolen item to receive a reward.  The quest is “radiant” therefore it can be accepted and completed unlimited times. 

T H E   N U M B E R S   J O B

  • Quest Giver:  Delvin Mallory
  • Conditions:  Complete “Taking Care of Business”

Ask Delvin for a Numbers Job and go to the store he marks on your map.  Break in and forge numbers in the business owner’s ledger without getting caught.  Return to Delvin after completing the job to receive a reward.  The quest is “radiant” therefore it can be accepted and completed unlimited times. 

T H E   S H I L L   J O B

  • Quest Giver:  Vex
  • Conditions:  Complete “Taking Care of Business”

Ask Vex for a Shill Job and she’ll give you a piece of fake evidence to plant in a wealthy person’s home.  Go to the residence marked on your map and plant the item in a specific part of the house without getting caught.  Return to Vex after completing the job to receive a reward.  The quest is “radiant” therefore it can be accepted and completed unlimited times. 

T H E   S W E E P   J O B

  • Quest Giver:  Vex
  • Conditions:  Complete “Taking Care of Business”

Ask Vex for a Sweep Job then steal three specific items from a person’s home without getting caught.  The home Vex sends you to will be located in one of the major cities.  Return to Vex afterwards and give her the stolen items to receive a reward.  The quest is “radiant” therefore it can be accepted and completed unlimited times.

U N D E R   N E W   M A N A G E M E N T

  • Quest Giver:  Brynjolf
  • Conditions:  Complete all major and minor Thieves Guild quests

To trigger this event, you must complete the primary Thieves Guild questline, plus all of Delvin’s special jobs (“Summerset Shadows”, “The Dainty Sload”, “Imitation Amnesty”, and “Silver Lining).  After meeting the conditions above, your journal adds a new objective: “Speak to Brynjolf.”

Once spoken to, follow Brynjolf to the center of the Cistern where a large group is gathered.  Every Guild member, fence, and city ally (including Maven Black-Briar) will be there to witness you becoming Guild Master.  After the ceremony, talk to Brynjolf and he’ll present you with two items:  The AMULET OF ARTICULATION and a KEY TO THE GUILD’S TRIBUTE CHEST.  The Amulet boosts Speech to the point where virtually all persuasion attempts succeed, and the Key opens a chest near the Guild Master’s desk.  Every so often, members will place valuable items in it – gems, enchanted weapons, etc. – plus your daily cut of all Guild profits in gold. 

Brynjolf also tells you see Tonilla.  Speak with her to get a complete set of GUILD MASTER’S ARMOR, which looks just like the regular Thieves Guild set but has higher levels of enchantment.  Becoming Guild Master also earns you the achievement trophy “One With The Shadows”.

V E K E L ‘ S   J O U R N A L   F E T C H I N G

  • Quest Giver:  Vekel the Man
  • Conditions:  Complete “Taking Care of Business”

Ask the Ragged Flagon’s bartender (Vekel the Man) if he needs any help and he’ll mention a client that wants some journals.  Tell Vekel you’ll find them and a miscellaneous objective will be added to your journal: “Enter Yngvild Barrow.”

YNGVILD is on an island northeast of Dawnstar.  The entrance is on the north end.  Look for a path at the water’s edge and climb the icy slope to reach it.  Once inside, four quest arrows point to the location of ARONDIL’S JOURNALS.   The barrow is filled with Yngvild Ghosts and Draugr.  Kill all of them as you pass through.  When you reach the cave with multiple openings, head left to find the first Journal on a table.  After retrieving it, backtrack to the previous cave and explore other offshoots, ultimately heading towards a broken bridge. 

Jump across the gap and follow the curved ramp up to an adept-locked chest.  After gathering its contents, go down to the bottom floor and open another chest against the south wall.  Head north from here to find Arondil’s second Journal on a table with a “Raise Zombie” scroll.  Kill more foes in the passage beyond and look for the third Journal in an alcove on the left.  Enter the nearby door to reach the Yngvild Throne Room.

Follow the passage to discover Arondil holding court with his ghostly playthings.  Sneak up on the group.  If you grab the soul gem on the pedestal next to his throne without being detected, one of the Ghosts will kill Arondil for you.  If you’re spotted, you’ll have to do the dirty work yourself.  Loot Arondil’s body to get his key and explore the room.  On the stone table you’ll find an Alteration SKILLBOOK titled “Reality & Other Falsehoods”.

Enter the door behind the throne.  Inside, a Ghost will be sleeping if she didn’t join the previous fray.  Recover the fourth Journal from Arondil’s desk, as well as a STONE OF BARENZIAH.  Open the boss chest and take the GRAND STAFF OF CHARMING propped against it.  Return to the Throne Room afterwards and follow the eastern passage to a lever that opens a gate.  Pass through and use Arondil’s Key to open the door on the south end.  Climb the spiral stairs and look for an apprentice-locked chest in the room on top.  Follow the tunnel east to a lever that opens a shortcut out of Yngvild. 

Return to Vekel in the Ragged Flagon.  Give him Arondil’s Journals and he’ll reward you with an enchanted weapon.




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