Skyrim: The Thieves Guild Main Questline Walkthrough
As you travel through Skyrim, you may hear rumors about a group of thieves who cause mischief and mayhem by stealing things from ordinary and rich alike.
These people make up the Thieves Guild, a group of pickpockets that reside in Riften (for now).
Follow along as we attempt to join their group.
Your Journey Begins at the Bee and Barb Inn
A Chance Arrangement Walkthrough
- Meet Brynjoff During Daytime
- Steal Madesi’s Ring
- Plant Madesi’s Ring
- Speak to Brynjoff
Visit the Bee and the Barb in Riften, the local pub. Look for a burly man named Brynjolf, as he is your first contact within the Thieves Guild. After a bit of small-talk, Brynjolf tells you that he will let you into the group if you do something to prove your stealthy worth. Head to the marketplace between 8 am and 8 pm and speak with him to begin.
Your goal is to steal a ring and plant it on someone in the center of town. Brand-Shei the Argonian has done something to insult the Thieves Guild, and now you must assist Brynjolf in framing him for theft.
Talk to Brynjolf to have him occupy the townspeople and attempt to open the Novice Lock on the chest hidden in Madesi’s merchant stall. (Make sure that you are crouching and no guards can see you, indicated by a closed eye on your main receptacle.)
Take Madesi’s Silver Ring and sneak behind Brand-Shei, probably still watching Brynjolf talk about the magical potion he has made up. Attempt to pickpocket Brand-Shei while completely hidden, then enter your inventory and place Madesi’s Silver Ring into Brand-Shei’s inventory. This reverse pickpocket now stashes the ring in Brand-Shei’s inventory, in which the Argonian is hauled away to the dungeons of Riften for a week.
Speak again with Brynjolf, and he will express some satisfaction and give you a small reward. He then tells you to meet him in the Ragged Flagon below the city.
A Chance Arrangement Video
Taking Care of Business Walkthrough
- Locate Byrnjoff at the Ragged Flagon
- Collect Keerava’s Debt
- Collect Bersi Honey-Hand’s Debt
- Collect Haelga’s Debt
- (Optional) Use Talen-Jei to Get to Keerava
- (Optional) Smash Bersi’s prized Dwarven Urn
- (Optional) Steal Haelga’s Statue of Dibella
- Return to Brynjoff
The entrance of the Ratway is marked on your map, but you must head below the main area of the town, on a lower riverway encircling the area. Head into the front entrance of the Ratway, but be prepared to meet two enemies almost as soon as you enter.
You can kill the people here all the way up to the entrance to the Ragged Flagon, but in the honor of the Thieves Guild, you may choose to sneak through. You will pass through this area again, so make sure to drop the gate nearby for an easy exit. Make your way to the front entrance and head inside.
Find Brynjolf and he will ask you to help with a few Riften citizens that haven’t paid up. Continue to ask Brynjolf about the marks, and he will give you useful information about things that are important to the people involved.
Head out of the Ragged Flagon the way you came in, and head to any of the three locations available: The Bee and the Barb, the Pawned Prawn, and Haelga’s Bunkhouse. After you collect the debts from two of these marks, the third will simply give you his or her money out of fear.
For Keerava, speak with her directly at the Bee and the Barb and she will refuse to pay up. Just beat her up in a brawl or tell her to move and speak with her lover Talen-Jei to see if he has anything to say. He will only open up if you speak with Keerava first, but he gives some information on her family. Use that against her and she will pay the 100 gold pieces she owes.
For Bersi Honey-Hand, find him in the Pawned Prawn and he will refuse to pay. Beat him up in a brawl for fun or walk away and look for his beloved Dwarven pottery across from his merchant table. Hit the urn with anything bulky and it will break after a few hits; even though Bersi and his wife will protest, they will not attack you. After the urn is shattered, head back to Bersi and threaten to break something else. He will pay you the gold he owes.
For Haelga, speak to her in Haelga’s Bunkhouse and beat her up or ignore her stubborn refusal to pay. Find the Statue of Dibella and steal it for ransom. Get the gold from her in trade for the statue.
Return to Brynjolf in the Ragged Flagon and he will expect the full payment of 300 gold, so no taking any for your own use. He will then give you some gold and your choice of a few potions for reward.
You’re now an initiate into the Thieves Guild, so be prepared for some major loot!
Taking Care of Business Video
Loud and Clear Walkthrough
- Follow Brynjoff
- Listen to Mercer Frey
- Talk to Brynjoff
- Burn Three Beehives
- Clear out Aringoth’s Safe
- (Optional) Speak to Vex about Goldenglow Estate
- Learn More about the Thieves Guild from Vex
- Learn More about the Thieves Guild from Delvan
- Retrieve the Thieves Guild Armor from Tonilla
- (Optional) Enter Goldenglow Using the Sewer
- (Optional) Obtain the Key to Aringoth’s Safe
- Return to Brynjoff
Follow Brynjolf to begin the introductions to the members of the guild.
Your first experience with Mercer Frey is a stressful one: he tells you to penetrate the Goldenglow Estate, burn down three (and ONLY three) beehives, and clear out Aringoth’s safe inside the main house. Before you head out, however, speak with Vex, Delvan, and Tonilla to get more information on Goldenglow Estates and the Thieves Guild.
Make sure to pick up the Thieves Guild Armor from Tonilla before you leave. DO NOT sell all the pieces of this armor, you will need it later in the questline.
The Estate is highly guarded, but you are not docked for killing the lookouts. If you want to, head in through the front door with swords blazing, kill the guard at the gate and take his key to gain access. There are many ways of getting to the beehives and inside the home, but pure offensive is quicker than stealth.
The easy way to get to the beehives unnoticed is to head to the backside of the island, where no guards can see you, and climb the rocks. Head around the fence to the back of the beehives and set them on fire with one of your destruction spells or a flame weapon, but make sure you ONLY burn down THREE. Any more and you will forfeit your reward.
After you set fire to the beehives, be prepared to attract some attention from the guards of the area. Take this occasion to either sneak into the home unseen or take them all out. When you head into the mansion and take a look downstairs, you may realize that you are unable to pick the lock on the door and/or the safe inside. If you cannot, find Aringoth on the second floor and threaten, beat, or steal the keys from him.
While you are upstairs, make sure to pick up the Queen Bee Statue on the bedside table of Aringoth’s room; you can sell this to Delvan for a decent price back at the Ragged Flagon.
Head into the Cellar and open the safe with the key or a successful lockpick. Take the Bill of Sale inside and help yourself to the gold. Take this back to Brynjolf and he will reward you with gold if you followed directions correctly.
Now that you are officially a member, you can use the back entrance to the Thieves Guild. Find the ladder in the Cistern area to leave by a hidden sarcophagus in the cemetery, then pull a hanging chain to the right to open the passage.
You can enter the secret door by activating the diamond symbol on the bottom of the coffin. You can fast travel directly to this location as well, giving you an easy way to access the group without trekking through Riften and into the Ratways.
Also, you can pay off bounties in the Rift for half price with city Guards. This is very helpful when you want to get a bounty off your head but don’t want to report to the dungeon and lose any stolen items in your inventory.
Finally, you can begin doing additional jobs for Vex and Delvin. These quests are known as Radiant Quests and are randomly determined (please refer to The Elder Scrolls V: Skyrim: The Thieves Guild Radiant Quests Walkthrough for info on how to get through all the Radiant Quests).
However, after completing five quests each in Markarth, Solitude, Whiterun, and Windhelm, you are given a final quest to unlock fences in those cities.
As you unlock the fences in each city, the available gold for bartering rises to a maximum of 4000 gold for all five cities (quest are available in Riften, but you unlock the fence there in the Thieves Guild questline automatically).
Loud and Clear Video
Dampened Spirits Walkthrough
- Speak to Maven Black-Briar
- Speak to Mallus Maccius
- Speak to Sabjorn
- Poison the Nest
- Poison the Honningbrew Vat
- Return to Sabjorn
- Attend the Tasting Ceremony
- Speak to Mallus Maccius
- Identify Sabjorn’s Silent Partner
- Return to Maven Black-Briar
- Return to Brynjoff
Leave the Ragged Flagon and speak with Maven Black-Briar in town. She asks that you sabotage the Honningbrew Meadery in order to save her own mead production at the Goldenglow Farms.
Head to the Bannered Mare in Whiterun and seek out Mallus Maccius to be informed on how to take down the Meadery in a big way. You’re going to poison the Captain of the Guard so Sabjorn is arrested, but you’re going to pretend to be an assistant in order to infiltrate the wine cellars.
Head to Honningbrew Meadery close to Whiterun. The keeper of the Meadery, Sabjorn, will ask you to help with his Skeever problem, and he will give you some poison and the Honningbrew Meadery Key as well as some gold if you convince him that you need partial payment up front. This is the only payment you will receive from Sabjorn, so do what you can to get money from him now. Head into the Honningbrew Basement behind Sabjorn and watch out for traps littering the floor inside.
Take out the Skeever as you progress down into an underground area towards the Skeever nest in the south. Poison the nest, but be careful of a mad mage named Hamelyn. He’s the one making the large amounts of Skeever and can pose a problem if he gets the edge on you.
Loot the area and read his journal if you wish, then head farther into the area. Find the door to the east and enter the Honningbrew Boilery. Use the steps around the vats to poison one of the wine containers, then find the door nearby and head back to Honningbrew Meadery.
Sabjorn insists that you attend the tasting ceremony with him and the Captain of the Guard. Watch as the soldier takes a huge swig of the newly poisoned wine and take Sabjorn away for attempted murder.
Speak with Mallus Maccius and he will ask you to look for any information you can find in Sabjorn’s private quarters. Open the dresser and take the Promissory Note inside. Pick up the Honningbrew Decanter from the locked door in Sabjorn’s bedroom for another piece of loot you can sell to Delvin. Leave the Meadery and find Melvan Black-Briar in Riften, and she will ask you to bring the Promissory Note to the Thieves Guild and give you a weapon as payment.
Brynjolf already knows about the antics at the Honningbrew Meadery but after looking at the Promissory Note begins to believe there is someone attempting to drive a wedge between the Thieves Guild and its most profitable associate.
Mercer Frey has an idea and asks to speak with you about the current happenings within the group.
If you return to Honningbrew Meadery, Mallus Maccius is now a fence outside Whiterun.
Dampened Spirits Video
Scoundrel’s Folly Walkthrough
- Speak to Mercer Frey
- (Optional) Speak to Brynjoff
- Speak to Gulum-Ei
- Steal Case of Firebrand Wine
- Get Information from Gulum-Ei
- Shadow Gulum-Ei
- Return to Mercer Frey
- Speak to Tonilla about Exchanging a Piece of Armor
- Find an Alternative Source of Information
After speaking with Mercer Frey, you are told that the emblem on the Promissory Note is linked with an Argonian named Gulum-Ei inside the East Empire Company. Speak with Brynjolf again then head to Solitude. Brynjolf reminds you NOT to kill Gulum-Ei, and this is important advice regarding later dealings with the Thieves Guild.
In Solitude, Gulum-Ei is often found in the Winking Skeever. Bribe, persuade or intimidate Gulum-Ei for information about a mysterious woman who has a vendetta against Mercer Frey. If you cannot get any information from him and he requires a bribe, you must steal a case of Firebrand Wine from the Blue Palace in Solitude. The objective is in Elisif’s room on the second floor of the Blue Palace. It is simple to steal and only takes a few minutes to find.
Gulum-Ei will only give you some vague pieces of information. In order to truly get to the bottom of the story, follow him to the East Empire Company located outside the walls of Solitude. Up until you reach the door to the cave, Gulum-Ei will not attack you if he catches you following him. However, as soon as you enter the large area, any contact with him or his guards will sound an alarm and you will be attacked.
Stealth is possible in this area, but you are allowed to kill the guards along the way if you choose without any impact on bounty or reward amounts. Follow the path in shadow and on ledges to follow Gulum-Ei closely, or simply swim across the water to the final destination of the Argonian. He enters the door to the Brinewater Grotto, but make sure to grab the East Empire Shipping Map that he changes to sell to Delvan when you get back to the Thieves Guild quarters.
Watch out for traps in the Brinewater Grotto and continue to follow Gulum-Ei until he arrives at a campsite with a fire in the center. Take out any guards nearby and speak with him; he will tell you more information about the mysterious woman, now named Karliah, and what her plans are.
As a friendly reminder, DO NOT kill Gulum-Ei since he will act as a fence based out of the Winking Skeever in Solitude.
(If you do kill him, by choice or accident, you can continue the quest by finding a note to Gulum-Ei’s brother in Brinewater Grotto to progress the quest. However, you forfeit respect and the ability to better your armor with Karliah. You also lose the fence in Solitude.)
Head back to Riften and speak with Mercer Frey. He knows who Karliah is and seems shaken. He believes she is to be found at Snow Veil Sanctum, and he wants you to find and kill her before she starts any more problems.
Before you leave, bring your favorite piece of Thieves Guild Armor with you to have Tonilla improve it.
Scoundrel’s Folly Video
Speaking with Silence Walkthrough
- Meet Mercer Frey outside Snow Veil Sanctum
- Enter Snow Veil Sanctum
- Find Karliah
- Speak to Karliah
Mercer has already left for Snow Veil Sanctum, so travel there by whatever means you choose. Find Mercer and speak with him for more information and wait for him to open the door to the Snow Veil Catacombs.
Once inside, follow Mercer and assist him in killing the Draugr inside. He cannot die, so don’t worry about him being bombarded by enemies. As usual, keep an eye out for traps and hanging chimes that will alert any nearby Draugr to your location.
Take a moment to search for a large open chamber before the hallway to the caged bridges that sit above you. There is a Ship Model to the south and up around the north on a balcony that you can sell to Delvan.
Return to the corridor to the second floor caged bridges and follow them to the crypts. The area is plagued with trip-wire and traps as you make your way to the double Iron Doors deep in the catacombs. Here you will be attacked by a higher level Draugr that may take a little more time to defeat before progressing. As a reward, you will find a wall with a Word of Power for the Shout- Disarm. Head down the last corridor ahead to a puzzle door and let Mercer open it for you since you are missing the claw key to open it yourself.
Watch the next story actions and learn about what really happened in the past. As Karliah fills you in, she asks you to help her exact revenge for her fallen Nightingale companion Gallus, and also clear her tainted name with the Thieves Guild.
In order to prove the evil deeds of Mercer Frey, you must travel to Winterhold and speak with Enthir.
Speaking with Silence Video
Hard Answers Walkthrough
- Speak to Enthir
- Speak with Calcelmo
- Gain Entry to Calcelmo’s Museum
- (Optional) Obtain the Key to Calcelmo’s Museum
- Obtain Calcelmo’s Falmer Translating Guide
- Duplicate the Writing on Calcelmo’s Stone
- Return to Enthir
- Speak to Enthir
- Speak to Karliah
You will find Enthir at the Frozen Hearth Inn instead of his usual area at the College of Winterhold. He will tell you that Gallus’ journal is written in the ancient language of the Falmer. He cannot translate it himself, but he directs you to Calcelmo in Markarth.
Speak with Enthir about any additional information you may want about the Falmer and Calcelmo, and then set out for Markarth in the westernmost area of Skyrim.
Locate Understone Keep and speak with Calcelmo there. You can persuade him to allow you into the museum or attempt to bribe or threaten him unsuccessfully. If you have completed the Temple Quest: The Book of Love or the Miscellaneous Quest: Neutralizing Nimhe, you will already have access to the museum. If not, you can volunteer now to do them, simply steal the key from his artifacts to get inside or lockpick your way through the adept lock on the museum doors.
If you are allowed in this area, you can simply walk through without any trouble with the guards. If not, you must either kill or sneak your way through. This is a great place to level up your lockpicking, so spend some time and lockpicks opening up whatever locks you can find.
When you are finished in this area, head to the west and find the museum door and use a key or lockpick to gain access. You can find keys on any of the guards in the area if you cannot pick the lock yourself.
Calcelmo’s guards are on the lookout for any intruders and will attack on sight. If you choose to take them on face-to-face, they can be difficult opponents to defeat alone. The best route is to sneak by whoever you can and take out the western guard with a sneak attack if possible. If you happen across the Spider Control Rod in the first room, you can also use some of Calcelmo’s Dwemer Spiders to attack the guards. Continue west and enter the door to the Steam Hall.
You can continue forward through the guards here, or head down and walk through a hallway of gas that drains your health. There are pressure plates to stop the gas if you choose this route, so keep an eye on your health bar and heal as necessary.
Find your way to Aicanter’s chambers and turn on the traps in the booth on the walkway above. This sends the guards running and dying as they come into contact with the deadly traps below.
Before leaving the Laboratory area, look for a Dwemer Puzzle Box on display to the right; this can be sold to Delvan for a nice sum.
Enter Calcelmo’s Tower and find the dark stone tablet. This is what you have come for, but it is a little less portable than what you had anticipated.
Find a roll of paper and some charcoal and use them on the tablet to transcribe the information. Get through the soldiers that arrive just as you finish copying the translator, and follow your map to find a stone path to escape down a waterfall. Fast travel as soon as you can and make your way back to Winterhold and Enthir.
At the Frozen Hearth Inn, Enthir translates some of Gallus’ writings and reveals that Gallus had suspected Mercer Frey of stealing from the Thieves Guild by using something called the Twilight Sepulcher.
You and Karliah are now going to try and clear her name by taking the translation of Gallus’ journal to the Thieves Guild.
Before you head out, Karliah gives you a weapon Gallus used before his death, the Nightingale Blade.
Hard Answers Video
The Pursuit Walkthrough
- Meet Karliah at the Ragged Flagon
- Follow Karliah
- Speak to Brynjoff
- Infiltrate Mercer’s House
- (Optional) Shoot the Mechanism to Lower the Ramp
- (Optional) Speak to Vex about Vald
- (Optional)Talk to Maven about Vald’s Debt
- (Optional) Locate the Quill of Gemination under Lake Honrich
- (Optional) Bring the Quill of Gemination to Maven
- Discover Evidence of Mercer’s Location
- Speak to Brynjolf
Head back to the Ragged Flagon with your newest friend inhaul. You’ll find your back entrance in the cemetery locked, so use the front entrance through the Ratway.
Find (a very angry) Brynjolf and company and explain the situation. Mercer has been stealing and now you must find out how and why. You are to break into Mercer Frey’s home in Riften and find out any information you can.
There will be one obstacle in your way: Mercer’s personal guard Vald. There are a few ways to go about getting past him. The first and easiest way is to kill him straight-out and enter the keep by old fashion violence.
If you would like to keep your conscious clean, you can speak with Maven Black-Briar about clearing his Vald’s debt and releasing him from his loyalty to Mercer Frey.
Finding the missing quill is difficult without a quest marker, but if you travel halfway between Riften and Goldenglow Farms, you will find a chest on the bottom of the lake. You can see a small portion of the sunken boat barely sticking up from the water’s surface. The lock is an average difficulty, and luckily you can’t drown while lockpicking underwater.
Return the Quill to Maven Black-Briar to receive a paper that absolves Vald from any more debt. If you show Vald this page, he will leave gratefully, leaving you to access the estate freely.
Shoot the bridge down using a mechanism just below the upper balcony, or you can also use the house key from Vald if you freed him or persuaded him to leave the area.
Kill or sneak by any guards inside and head downstairs to find a cabinet with a false door. Follow the corridor straight to Mercer’s office, dodging the deadly traps in your way. Grab Mercer’s Plans on the table and Chillrend from his display case, and take the Bust of the Gray Fox from his bookshelf to sell to Delvan.
Use the sewers in Mercer’s home to get back to the Ratway quickly and find Brynjolf. Hand over Mercer’s Plans and he will find out that his next plan is to take the Eyes of the Falmer, a huge heist for one person.
The Pursuit Video
Trinity Restored Walkthrough
- Listen to Karliah
- Meet Karliah at the Standing Stone
- Follow Karliah
- Activate the Armor Stone
- Equip the Nightingale Armor
- Follow Karliah
- Stand on Vacant Floor Glyph
- Speak to Karliah
- Speak to Brynjolf
Before you head out to find Mercer Frey, Karliah suggests that you become a Nightingale in order to fight Mercer on equal terms.
Head to the Standing Stone through the southwest exit in Riften and take a hike to the headquarters of the Nightingales. Follow Karliah and receive the armor of the Nightingales and become a servant of Nocturnal, the lady patron of thieves.
Follow Karliah and take your place on the empty floor glyph in order to begin your ceremony to become an official Nightingale. You know now that you must retrieve the Twilight Sepulcher, which is the Skeleton Key of Nocturnal.
Brynjolf offers you the position of Guild Master as soon as you complete all the City Influence Quests.
Trinity Restored Video
- Travel to Irkngthand
- Speak to Karliah
- Locate Mercer Frey
- Slay Mercer Frey
- Retrieve the Skeleton Key
- Escape from Irkngthand
- Speak to Karliah
Head to Irkngthand in the mountains. Go west and up some steps, killing any bandits that have taken up residence there. Follow around to the southeast and cross over wooden bridges to enter the Irkngthand Arcanex.
This is a long trek to make your way to Mercer Frey. Begin by heading through the camp and find your way to a gate to the south. Karliah and Mercer will be waiting to join you, so continue on until you reach a large balcony.
Karliah sees Mercer stealthily kill a Dwemer Sphere and suggests he is taunting you to follow him deeper into the caverns. Head through the nearby door and head west along the ledge to find two ballistas. Both levels have to be pulled within a select timeframe, so rush between the two in order to open the way. When open, head through the gate to the exit.
Climb over the rubble and rooftops and move towards the west of the area and up to a gold door. Head through the gate to the southwest and into the gigantic cavern where you first saw Mercer Frey from the balcony. Climb the stone ramp and enter the Irkngthand Slave Pens ahead.
In the slave pens, head through the hallways and go south into a Falmer camp. Head east and then south to get into a Chaurus pen and follow the pipes until you can drop down and find the Irkngthand Sanctuary.
The sanctuary holds a large Falmer statue that contains the Eyes of the Falmer. After Mercer attempts to take you down with a powerful spell that begins to flood the area, focus on killing Mercer as quickly as possible.
If you have a detect life spell or scroll or the Shout – Aura Whisper, now would be a great time to use it to see Mercer when he is invisible.
If you use the Nightingale Blade, you can track him easily as the Absorb Health and Absorb Magicka does its job.
When he finally goes down, loot his body for the Skeleton Key and the 2 Eyes of the Falmer. These Eyes can be sold to Delvan for a large sum.
Be quick when collecting your bounty and head to the Southeast before the chamber fills with water. A tunnel will open before you drown (only if you have grabbed the Skeleton Key) leading you to the Bronze Water Cave, south of where you entered Irkngthand.
Speak with Karliah and she will be grateful, handing over a powerful bow that she has carried for a long time.
NOTE: You now have the Skeleton Key, which is an unbreakable lockpick. If you continue on and visit the Pilgrim’s Path ahead, you will give up the key.
Darkness Returns Walkthrough
- Enter the Twilight Sepulcher
- Speak to the Nightingale Sentinel
- Follow the Pilgrim’s Path
- (Optional) Retrieve Nystrom’s Journal
- Return the Skeleton Key to the Ebonmere
- Listen to Nocturnal
- Speak to Karliah
- Choose Nightingale Role
Find the entrance to the Twilight Sepulcher west of Falkreath in the mountains. Open the door and speak with the spirit ahead, who just happens to be Gallus. He will give you some advice for the puzzles ahead, pointing you towards a journal on a corpse nearby.
Enter the first chamber and kill the crazed Nightingale Sentinels until you reach the Iron Door to the West. In the next area, you must stick to the shadows like a true Nightingale, as the light will burn you very quickly.
In the third chamber, locate two hanging chains to give what Nocturnal desires most, the darkness. Head through the open door and make your way through the numerous traps ahead. Watch for dart traps, spear traps, and battering ram traps that could kill you if hit in the right place.
Find the next door and enter the door to a hallway lit with candles. Fall down the large well and read his sad message about being stuck in the well you just jumped down. Wait a few moments while the game makes you worry a bit, and the Skeleton Key will open the floor below you into the Ebonmere Chamber.
In the last chamber, you return the Skeleton key for Nocturnal, who demands that you become an agent of Nocturnal by drinking from the Ebonmere.
Choose your power and watch the farewell between Gallus and Karliah. You now can choose one of three roles for your Nightingale power: The Agent of Shadow (which gives you invisibility for two minutes), The Agent of Subterfuge (which gives you a huge Fury Spell), or The Agent of Strife (which drains 100 points of health from any target).
These are all abilities that can be used once a day. If you would like to change your role, simply return to the chamber and select a different ability. You can only do this once every 24 hours.
Congratulations on completing the main questline for the Thieves Guild!
Darkness Returns Video
Questions & Answers
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