Skyrim:Karliah

Karliah (RefID: 00058F1A) (lore page)
Location	Snow Veil Sanctum Nightingale Hall
Race	Dark Elf	Gender	Female
Level	PC×1 (range=10-50)	Class	Thief
RefID	00058F1A	BaseID	0001B07F
Other Information
Health	125+(PC-1)×8.3
Magicka	50
Stamina	100+(PC-1)×6.7
Primary Skills	Light Armor, Sneak, Archery, One-handed
Perks	Critical Shot (rank 1); Custom Fit; Power Shot; Stealth (rank 5)
Class Details	CombatThief
Morality	No Crime	Aggression	Unaggressive
Essential	Yes
Voice Type	Unique
Faction(s)	FavorExcludedFaction; Thieves Guild No Pickpocketing Faction; ThievesGuildFaction 0(Agent)

Karliah

Karliah is a Dark Elf thief and a member of the Nightingales. She is also a former member of Skyrim's Thieves Guild but has spent the last 25 years in exile after allegedly murdering her former Guildmaster, Nightingale, and lover: Gallus. She will eventually become a quest giver and temporary follower after advancing in the Thieves Guild questline. After the main Guild quest she resides in Nightingale Hall.

Karliah's unique outfit consists of her armor, her gloves, her boots, and her hood. She also carries around a leveled dagger, leveled arrows and her bow. After the quest Trinity Restored, her outfit changes to a set of Nightingale armor, which includes a pair of Nightingale gloves, a pair of Nightingale boots and a Nightingale hood. She also switches to the Nightingale bow which she subsequently gives to you after the quest Blindsighted.

According to the book The Nightingales Vol.2, Karliah's maternal grandparents are Queen Barenziah and a Nightingale thief by the name of Drayven Indoril. Karliah's mother Dralsi taught her the art of thievery and how to survive in Skyrim living as a rogue but did not induct Karliah into the Nightingales before her death. Karliah was inducted by Gallus himself.

Related Quests

Thieves Guild Quests

• Speaking With Silence: Track down the Dunmer behind the Guild's misfortunes.
• Hard Answers: Help translate Gallus's journal.
• The Pursuit: Break into Mercer Frey's house and search for clues.
• Trinity Restored: Become one of the Nightingales, Nocturnal's guardians.
• Blindsighted: Stop Mercer Frey.
• Darkness Returns: Walk the Pilgrim's Path and return the Skeleton Key to its rightful place.

Quest-Related Events

Speaking With Silence

When you and Mercer Frey make your way through Snow Veil Sanctum, you will soon approach a puzzle-ring lock. Mercer will be able to open it, but as soon as you enter the chamber, Karliah will shoot you with a poisoned arrow, which causes you to fall to the ground. Mercer will then approach Karliah, and a conversation between the two can be heard:

"Not quick enough, otherwise Gallus would still be alive."

Mercer: "Did you honestly think your arrow will reach me before my blade finds your heart?"
Karliah: "Give me a reason to try."
Mercer: "You're a clever girl, Karliah. Buying Goldenglow Estate and funding Honningbrew Meadery was inspired."
Karliah: "'To ensure an enemy's defeat, you must first undermine his allies.' It was the first lesson Gallus taught us."
Mercer: "You always were a quick study."
Karliah: "Not quick enough, otherwise Gallus would still be alive."
Mercer: "Gallus had his wealth and he had you. All he had to do was look the other way."
Karliah: "Did you forget the Oath we took as Nightingales? Did you expect him to simply ignore your methods?"
Mercer: "Enough of this mindless banter! Come, Karliah. It's time for you and Gallus to become reunited!"
Karliah: "I'm no fool, Mercer. Crossing blades with you would be a death sentence. But I can promise you the next time we meet, it will be your undoing."

"Had I intended to kill you, we wouldn't be having this conversation."

Karliah will then turn invisible and disappear from the chamber. Mercer will approach you, stab you, and then walk off, resulting in you being left to die in the sanctum. However, when you regain consciousness, you will find yourself outside of Snow Veil Sanctum. Karliah will then approach you, asking how you're feeling: "Easy, easy. Don't get up so quickly. How are you feeling?" When you exclaim that she shot you, she will reassure you: "No, I saved your life. My arrow was tipped with a unique paralytic poison. It slowed your heart and kept you from bleeding out. Had I intended to kill you, we wouldn't be having this conversation." When you ask Karliah why she saved you, she will explain: "My original intention was to use that arrow on Mercer, but I never had a clear shot. I made a split second decision to get you out of the way and it prevented your death." You can choose to respond in three different ways:

Your Dialogue	Karliah's Dialogue
"Then I'm in your debt."	"More than you'll ever realize. The poison on that arrow took me a year to perfect, I only had enough for a single shot."
"Why should I believe you?"	"Without the antidote I administered, you'd be as still as a statue. I treated your wounds and didn't leave you defenseless. The poison on that arrow took me a year to perfect. I only had enough for a single shot and yet I used it on you. All I had hoped was to capture Mercer alive."
"You should have shot Mercer instead."	"I promise you, the thought crossed my mind. The poison on that arrow took me a year to perfect; I only had enough for a single shot."

She will then go on to say: "All I had hoped was to capture Mercer alive." If you ask her why, she will tell you: "Mercer must be brought to the Guild to answer for what he's done. He needs to pay for Gallus's murder." If you also ask her how she will prove it, she will explain: "My purpose in using Snow Veil Sanctum to ambush Mercer wasn't simply for irony's sake. Before both of you arrived, I recovered a journal from Gallus's remains. I suspect the information we need is written inside." If you ask what the journal says, she will admit: "I wish I knew. The journal is written in some sort of language I've never seen before." At your suggestion that the journal could be translated, Karliah will exclaim: "Enthir... Gallus's friend at the College of Winterhold. Of course... it's [sic] the only outsider Gallus trusted with the knowledge of his Nightingale identity." At your remark that the word "Nightingale" has been mentioned again, she will go on to explain: "There were three of us. Myself, Gallus and Mercer. We were a [sic] anonymous splinter of the Thieves Guild in Riften. Perhaps I'll tell you more about it later. Right now, you need to head for Winterhold with the journal and get the translation. Here, take these as well, they may prove useful for your journey." You will receive four doses of a leveled poison and all that remains is to go and speak with Enthir in the Frozen Hearth. If you ask Karliah if she can come with you to Winterhold, she will explain: "I'm afraid not. There are preparations to make and Gallus's remains to lay to rest. I promise to join you there as soon as I can." Once you've traveled to Winterhold and have spoken to Enthir, the quest Hard Answers will begin.

Hard Answers

Once you've gained a copy of the translation from Calcelmo's Tower, you are to return to Enthir and Karliah, who can now be found in the cellar of the Frozen Hearth. Once you hand over the translation to Enthir, he will begin to translate the contents of Gallus's journal and a conversation between himself and Karliah will occur:

"Anything else, Enthir? Anything about... the Nightingales?"

Enthir: "Hmm. This is intriguing, but highly disturbing. It appears that Gallus had suspicions about Mercer Frey's allegiance to the Guild for months. Gallus had begun to uncover what he calls an "...unduly lavish lifestyle replete with spending vast amounts of gold on personal pleasures.""
Karliah: "Does the journal say where this wealth came from?"
Enthir: "Yes. Gallus seems certain that Mercer had been removing funds from the Guild's treasury without anyone's knowledge."
Karliah: "Anything else, Enthir? Anything about... the Nightingales?"
Enthir: "Hmm. Yes, here it is. The last few pages seem to describe "the failure of the Nightingales" although it doesn't go into great detail. Gallus also repeatedly mentions his strong belief that Mercer desecrated something known as the Twilight Sepulcher."
Karliah: "Shadows preserve us. So it's true..."
Enthir: "I'm not familiar with the Twilight Sepulcher. What is it? What's Mercer Frey done?"
Karliah: "I'm sorry Enthir, I can't say. All that matters is that we deliver your translation to the Guild immediately. Farewell, Enthir... words can't express..."
Enthir: "It's alright Karliah. You don't have to say a word."

After you have spoken to Enthir, you are directed to speak again with Karliah. Approaching her, she will remark: "We must hasten to Riften before Mercer can do any more damage to the Guild."
"Gallus's journal mentioned the "Twilight Sepulcher.""
"You've come this far, so I see no harm in concealing it any longer. The Twilight Sepulcher is the temple to Nocturnal. It's what the Nightingales are sworn to protect with their lives."
"Why does it require that type of protection?"
"Everything that represents Nocturnal's influence is contained within the walls of the Sepulcher. Now it seems Mercer's broken his oath with Nocturnal and defiled the very thing he swore to protect."
"Thieves and temples. It just doesn't add up."
"I felt the same way when Gallus first revealed these things to me. I think given time, you'll understand what I mean."
"I'd understand better if less mystery was involved."
"As a Nightingale, I've been sworn to secrecy regarding the Sepulcher. I know the Guild doesn't do much to foster faith, but I'm going to have to ask that you continue to trust me."
"Very well, we do it your way for now."
"I'll make for Riften and scout the situation; see if I can discover what Mercer's up to. When you're ready, meet me at the Ragged Flagon. In the meantime, I wanted you to have this. It belonged to Gallus, but given the circumstances I think he'd approve."
"I'll put it to good use."
"If the Guild isn't willing to listen to reason, you might have to."

Karliah will then hand you a Nightingale Blade. If you approach her before heading off to Riften, you are able to talk to her about several topics:

Your Dialogue	Karliah's Reply
Topic 1: Gallus
"Tell me about Gallus."	"He was a scholar, a master thief and a natural leader. Everyone respected him and followed him without question. It was Gallus who inducted me into the Nightingales and honed my skills to a razor sharp point. I owe everything to him. We were... very close."
"You were lovers?	"Gallus once said he felt comfortable around me; able to let his guard down. I can't help but think that I'm responsible for what happened to him."
Topic 2: Mercer Frey
"Why didn't you kill Mercer?"	"Mercer lied to the Guild, branded me a murderer and slandered my name across his network of contacts. For twenty-five years I ran, never sleeping in the same place twice and carefully covering my tracks. Mercer doesn't need to die... he needs to feel the cold sting of fate as his life crumbles in front of him and he's hunted by the Guild."
"Might not have a choice next time."	"I can promise you if it comes to that, and my back's to the wall, I won't hesitate."

The Pursuit

"Are you ready to face the Guild?"

During the quest The Pursuit, you will be approached by Karliah as you enter the Ragged Flagon: "I'm glad you're here. I think some of these people are beginning to suspect who I am. Are you ready to face the Guild?" You can answer with any of the three following dialogue options:

Your Dialogue	Karliah's Dialogue
"I'm ready. Let's go."	"Keep your eyes open. I'm not sure what to expect when we enter the cistern."
"What if Mercer's there?"	"Then we show them Gallus's journal and hope for the best. Remember, we have proof and all he's got is his word."
"No, I'm not."	"Time is of the essence here, please hurry back."

Once you finally decide that you're ready to enter the Cistern, both you and Karliah will make your way there through the Ragged Flagon. When you enter the Cistern, you will be immediately confronted by a hostile Brynjolf, Delvin, and Vex. Brynjolf will initiate the conversation first by making accusations towards Karliah:

"Please, lower your weapons so we can speak. I have proof that you've all been misled!"

Brynjolf: "You better have a damn good reason to be here with that murderer."
Karliah: "Please, lower your weapons so we can speak. I have proof that you've all been misled!"
Brynjolf: "No tricks, Karliah or I'll cut you down where you stand. Now what's this so-called proof you speak of?"
Karliah: "I have Gallus's journal. I think you'll find its contents disturbing."
Brynjolf: "Let me see. No, it... can't be. This can't be true. I've known Mercer too long..."
Karliah: "It's true, Brynjolf. Every word. Mercer's been stealing from the Guild for years, right under your noses."
Brynjolf: "There's only one way to find out if what the lass says is true. Delvin, I'll need you to open the Vault [sic]."

At this point, all four thieves will start to make their way towards the guild's vault to confirm what was written in Gallus' journal:

"He didn't need to pick the lock."

Delvin: "Wait just a blessed moment, Bryn. What's in that book? What did it say?"
Brynjolf: "It says Mercer's been stealing from our vault for years. Gallus was looking into it before he was murdered."
Delvin: "How can Mercer open up a vault that needs two keys? It's impossible. Could he pick his way in?"
Vex: "That door has the best puzzle locks money can buy. There's no way it can be picked open."
Karliah: "He didn't need to pick the lock."
Delvin: "What is she on about?"
Brynjolf: "Use your key on the vault, Delvin. We'll open it up and find out the truth."
Delvin: "I've used my key, but the vault's still locked up tighter than a drum. Now use yours."
Brynjolf: "By the Eight! It's gone, everything's gone! Get in here, all of you!"
Delvin: "The gold, the jewels... it's all gone."
Vex: "That son-of-a-bitch! I'll kill him!"
Brynjolf: "Vex! Put it away... right now. We can't afford to lose our heads... we need to calm down and focus."
Delvin: "Do what he says, Vex. This isn't helpin' right now."
Vex: "Fine. We do it your way. For now."
Brynjolf: "Delvin, Vex... watch the Flagon. If you see Mercer, come tell me right away."

Afterwards, all four thieves will depart from the vault. If you approach Karliah, you can ask her how Mercer could have gotten into the vault. She will answer very vaguely to your question: "All I can tell you for now is that he's abused his authority as a Nightingale." When you argue about her vague answer about the Nightingales, she will continue to tell you: "As a Nightingale, I took an oath and was sworn to secrecy. Be patient and your time will come."

After you have shown Mercer's plans to Brynjolf, you will be told that Karliah has requested to speak to both of you. At this point, the quest Trinity Restored will begin.

The Nightingales

Trinity Restored

When you meet Karliah in the center of the Cistern, she will begin the conversation with Brynjolf regarding Mercer Frey and the future of the Thieves Guild:

"Brynjolf, the time has come to decide Mercer's fate."

Karliah: "Brynjolf, the time has come to decide Mercer's fate. Until a new Guild Master is chosen, the decision falls to you."
Brynjolf: "Aye, lass... I've come to a decision. Mercer Frey tried to kill both of you, he betrayed the Guild, murdered Gallus and made us question our future. He needs to die."
Karliah: "We have to be very careful, Brynjolf. Mercer is a Nightingale, an Agent of Nocturnal."
Brynjolf: "Then it's all true... everything I heard in the stories. The Nightingales, their allegiance to Nocturnal and the Twilight Sepulcher."
Karliah: "Yes. That's why we need to prepare ourselves an meet Mercer on equal footing. Just outside of Riften, beyond the Southeast Gate is a small path cut up the mountainside. At the end of that path is a clearing and an old standing stone. I'd ask you both meet me there."

"I'm glad you're here."

You are now directed to meet both Karliah and Brynjolf near the standing stone. Once you arrive outside, Karliah will approach you:

"I'm glad you're here."
"What is the significance of this place?"
"This is the headquarters of the Nightingales, cut into the mountainside by the first of our kind. We've come to seek the edge we need to defeat Mercer Frey."
"What kind of an edge?"
"If you'll follow me, I'll try to explain on the way."

At this point, before you enter the Nightingale Hall, you may choose to discuss multiple topics (outlined in the table below) with Karliah:

Your Dialogue	Karliah's Reply
Topic 1: The Nightingale Trinity
"Tell me about the Nightingales."	"Gallus, Mercer Frey and I were once members of what's known as the Nightingale Trinity. The Trinity disbanded twenty-five years ago when Mercer Frey betrayed us by slaying Gallus and dumping his body in the ruins of Snow Veil Sanctum."
"Were they a part of the Thieves Guild?"	"Indirectly. The Trinity is usually selected from the ranks of the Guild although its existence is a closely-guarded secret."
"What is their purpose?"	"The Nightingales protect the temple of Nocturnal, a place known as the Twilight Sepulcher."
"I never met a thief that worshipped anything."	"Nocturnal isn't one for worship and reverence. There are no priests and no sermons, no services and no alms. She influences our luck and in return demands payment."
"Sounds like a Guild contract."	"You're closer to understanding than you realize. The only difference is she doesn't demand payment in the traditional sense and sometimes the cost can be quite high. Whether you know it or not, Nocturnal dictates how well we perform as rogues."
"I have my skill, not powers or magic."	"Again, you have to think differently. Haven't you ever noticed how our luck behaves? Like a novice picking an impossible lock or a blind man suddenly turning to face you as you reach for his pocket? It's through these subtle means that Nocturnal influences us."
"Sounds like she just likes us to suffer."	"Nocturnal's whim is the greatest mystery to everyone. There have been volumes written on the subject. Does she exact payment when we die? When we suffer does she revel in our misery? No one knows. The return certainly seems worth the risk though."
Topic 2: Nocturnal
"Who is Nocturnal?"	"She's the mistress of night and darkness and the patron of every thief in Tamriel."
"Sounds like a Guild contract."	"You're closer to understanding than you realize. The only difference is she doesn't demand payment in the traditional sense and sometimes the cost can be quite high. Whether you know it or not, Nocturnal dictates how well we perform as rogues."
"I have my skill, not powers or magic."	"Again, you have to think differently. Haven't you ever noticed how our luck behaves? Like a novice picking an impossible lock or a blind man suddenly turning to face you as you reach for his pocket? It's through these subtle means that Nocturnal influences us."
"Sounds like she just likes us to suffer."	"Nocturnal's whim is the greatest mystery to everyone. There have been volumes written on the subject. Does she exact payment when we die? When we suffer does she revel in our misery? No one knows. The return certainly seems worth the risk though."
Topic 3: Becoming a Nightingale
"Am I to become a Nightingale?"	"It's my hope that you will, yes."
"Religion and thieves make odd bedfellows."	"This isn't about religion or destiny. This is nothing more than a business transaction between yourself and Nocturnal. Consider this an extremely risky job but with a massive potential for profit, and you'll do fine."
Topic 4: Mercer Frey
"What happened to capturing Mercer alive?"	"From the moment you were struck with my poisoned arrow at Snow Veil Sanctum, my path changed its course. Perhaps I couldn't bring Mercer back alive, but together, we were able to clear my name and to put Gallus's memory to rest. I'd always intended Mercer's fate to ultimately be decided by the Guild, and it seems they've spoken."

Once you have entered the Nightingale Hall, a conversation between Brynjolf and Karliah will occur as you make your way through:

Brynjolf: "So this is Nightingale Hall. I heard about this place when I joined the Guild, but I never believed it existed."
Karliah: "The assumption that the Nightingales were just a myth was seeded within the Guild on purpose. It helped avert attention from our true nature. What's wrong, Brynjolf? I can almost hear your brow furrowing."
Brynjolf: "I'm trying to understand why I'm here, lass. I'm no priest, and I'm certainly not religious. Why pick me?"
Karliah: "This isn't about religion, Brynjolf... it's business. This is Nightingale Hall. You're the first of the uninitiated to set foot inside in over a century. Now, if you'll both proceed to the armory to don your Nightingale Armor, we can begin the Oath."

"Now, if you'll both proceed to the armory to don your Nightingale Armor, we can begin the Oath."

After you have made your way into the armory room and equipped your armor consisting of Nightingale armor, boots, gloves, and a hood, continue following Karliah down the corridor until Brynjolf confronts her:

Brynjolf: "Okay, lass. We've got these getups on... now what?"
Karliah: "Beyond this gate is the first step in becoming a Nightingale."
Brynjolf: "Woah there, lass. I appreciate the armor, but becoming a Nightingale? That was never discussed."
Karliah: "To hold any hope of defeating Mercer, we must have Nocturnal at our backs. If she's to accept you as one of her own, an arrangement must be struck."
Brynjolf: "What sort of arrangement? I need to know the terms."
Karliah: "The terms are quite simple, Brynjolf. Nocturnal will allow you to become a Nightingale and use your abilities for whatever you wish. And in return, both in life and in death, you must serve as a guardian of the Twilight Sepulcher."
Brynjolf: "Aye, there's always a catch. But at this point, I suppose there isn't much to lose. If it means the end of Mercer Frey, you can count me in."

At this point, Karliah will turn to you and ask: "What about you? Are you ready to transact the Oath with Nocturnal?" If you respond by saying you don't understand the terms, she will go on to explain: "By transacting the Oath with Nocturnal, you're entering into a business deal. You'll be provided all of the power and knowledge befitting a Nightingale. You're free to use those powers as you see fit to further your own goals or the goals of the Thieves Guild." Asking what will be required in return, she will tell you: "In return, you'll be required to defend the Twilight Sepulcher and everything within when the need arises. More importantly, upon your death, your spirit will be bound to the Twilight Sepulcher as one of its guardians." Also asking if there's no going back, she will confirm: "Once the Oath has been struck, the terms are binding. Knowing this, are you ready to undergo the ceremony?" Once you agree, she will say: "Good. After I open the gate, please stand on the western circle." You are now directed to stand on the vacant floor glyph.

When all three of you are in position, Karliah will summon Nocturnal herself and shortly afterwards Nocturnal will appear within the chamber:

"My Lady, I've come before you to throw myself upon your mercy and to accept responsibility for my failure."

Karliah: "I call upon you Lady Nocturnal, Queen of Murk and Empress of Shadow... hear my voice!"
Nocturnal: "Ah, Karliah. I was wondering when I'd hear from you again. Lose something did we?"
Karliah: "My Lady, I've come before you to throw myself upon your mercy and to accept responsibility for my failure."
Nocturnal: "You're already mine, Karliah. Your terms were struck long ago. What could you possibly offer me now?"
Karliah: "I have two others that wish to transact the Oath; to serve you both in life and in death."
Nocturnal: "You surprise me, Karliah. This offer is definitely weighted in my favor."
Karliah: "My appetite for Mercer's demise exceeds my craving for wealth, Your Grace."
Nocturnal: "Revenge? How interesting... very well, the conditions are acceptable. You may proceed."
Karliah: "Lady Nocturnal, we accept your terms. We dedicate ourselves to you as both your avengers and your sentinels. We will honor our agreement in this life and the next until your conditions have been met."
Nocturnal: "Very well. I name your initiates Nightingale and I restore your status to the same, Karliah. And in the future, I'd suggest you refrain from disappointing me again."

Nocturnal will now disappear from the chamber, and you are directed to speak again with Karliah. She will initiate the conversation by saying: "Now that you've transacted the Oath, it's time to reveal the final piece of the puzzle to you; Mercer's true crime." Exclaiming at the possibility of him doing any more damage, she will continue: "Mercer was able to unlock the Guild's vault without two keys because of what he stole from the Twilight Sepulcher... the Skeleton Key. By doing this, he's compromised our ties to Nocturnal and in essence, caused our luck to run dry." Asking if the Key unlocks any door, she will tell you: "Well, yes. But the Key isn't only restricted to physical barriers. All of us possess untapped abilities; the potential to wield great power, securely sealed within our minds. Once you realize the Key can access these traits, the potential becomes limitless." From this, you are able to choose from up to three different ways to respond:

Your Dialogue	Karliah's Dialogue
"The Guild should possess this item."	"Although it would benefit the Guild more than you can imagine, in the end, it would do more harm than good."
"The three of us could keep it."	"I'm afraid that's impossible."
"Sounds like no one should possess it."	"Good, then you understand why this is about more than just Mercer's lust for power."

"If the Key isn't returned to its lock in the Twilight Sepulcher, things will never be the same for the Guild."

Regardless of what choice you made, Karliah will then go on to tell you: "If the Key isn't returned to its lock in the Twilight Sepulcher, things will never be the same for the Guild. As time passed, our luck would diminish to the point of non-existence. And whether you know it or not, our uncanny luck defines our trade."
"First time I ever set out to return something..."
"Very true. In our line of work, it's quite rare we set out to return a stolen item to its rightful owner."
"Let's go. "
"Before we depart, Brynjolf has some business to discuss. I suggest you listen to him."
After you have spoken to Brynjolf, you are now directed to meet up alongside Karliah outside the ruins of Irkngthand. At this point, the quest Blindsighted will now begin. If you choose to approach Karliah again, this line of dialogue may occur:
"I don't feel stronger."
"With the Skeleton Key missing from the Twilight Sepulcher, I'm afraid Mercer's seen to it that none of us can benefit from Nocturnal's gifts."
"But she spoke to us."
"You merely transacted the Oath; signed the unwritten contract with Nocturnal. In order for us to receive our abilities... our end of the bargain, I'm afraid the Key must be returned."
"Then Nocturnal's angry at us?"
"If Nocturnal was truly displeased with me... with any of us, she wouldn't have answered my call. I have no doubt that we still hold her favor and I believe it gives us enough of an edge to defeat Mercer Frey."

Blindsighted

"We have to catch up to him before it's too late."

Once you make your way into Irkngthand, both Karliah and Brynjolf will be there to greet you in the Irkngthand Grand Cavern. Karliah will begin the conversation by telling you: "Mercer's been here, I hope we aren't too late." Mentioning the dead bandits from the first zone, she will continue: "Brynjolf and I found them like that. Mercer's doing. We have to catch up to him before it's too late." Once you tell Karliah that you're ready, she will reply with: "We should tread carefully. I wouldn't be surprised if he's left behind a few surprises for us."

At this point, both Brynjolf and herself will become temporary followers. You can then ask her if she thinks Mercer knows you are here: "Mercer's been careful so far. I don't think he'd just leave those plans behind unless he had his reasons. For someone in possession of the Skeleton Key, stealing the Eyes of the Falmer would be child's play. No, he means to ambush us down here, I'm almost certain of it." If you tell her she should wait with Brynjolf for a moment, she will remind you they'll catch up eventually with: "Will do. Don't stray too far away or else we'll come after you.", "No problem, but if you get too far away, we're going to catch up.", or "All right, but don't wander ahead too far or else we'll be forced to come find you." They will indeed catch up at certain areas of the ruins should you enter them alone. If you tell her to have them follow again, she'll say: "We're right behind you.", "Lead on, we're ready.", or "We're with you."

As soon as you approach the overhead platform, Karliah will notice something further down in the chamber:

Karliah: "Wait a moment... what's that? It's Mercer! Look... down there!"
Brynjolf: "I'm on it, lass. Damn it! There's no way through."
Karliah: "He's toying with us. He wants us to follow."
Brynjolf: "Aye, lass... and we'll be ready for him. Lets keep moving."

Pushing forward into the next chamber, Brynjolf will comment on the surroundings to Karliah:

Brynjolf: "Look at the size of this place. Have you ever seen anything like it in your life, lass?"
Karliah: "Can't say that I have. Imagine the riches hidden within these walls."

As you make your way through to the next chamber, a nearby tower will collapse. As you approach it, a conversation will begin between Brynjolf and Karliah:

Brynjolf: "So this is what we heard. The entire tower collapsed."
Karliah: "The only reason to do that would be to block pursuit. It must be Mercer. We'll have to find another way around."
Brynjolf: "Mercer was able to knock this thing down? Gods..."
Karliah: "It's the Key, Brynjolf. In his hands, there's no telling what he's capable of."

Continuing on, the next main chamber will house a Dwarven Centurion. Once again, a short conversation between Karliah and Brynjolf will commence:

Brynjolf: "Shor's Bones! Look at that monstrosity."
Karliah: "It's a Dwarven Centurion. Very tough and very deadly."
Brynjolf: "We can take the beast on or sneak around. It's your call, lass/lad. We're right behind you."

Once you've made your way through the chamber and entered the next zone, the Irkngthand Slave Pens, another short conversation will occur:

Brynjolf: "The stench... this place reeks of Falmer."
Karliah: "This must be their hive. We'll have to keep silent if we want to avoid drawing their attention."

Shortly afterwards, Karliah will comment on the surroundings by saying: "Even the Falmer don't deserve the pain these implements must have inflicted. The dwarves were a cruel race." As you continue, she will warn you about the Falmer: "There's a mass of Falmer in this chamber. We can sneak through or take them down... I don't care. As long as we get to Mercer." Brynjolf will also agree with Karliah's statement. As your progress forwards, Karliah will also make a comment as you move along the tunnels: "I can hear water rushing through these pipes. We must be beneath a lake." Before you enter the next zone, Irkngthand Sanctuary, Karliah will begin a short conversation:

Karliah: "He's close. I'm certain of it. We must prepare ourselves."
Brynjolf: "Then this is it. We do this for Gallus and for the Guild."

As you enter the Irkngthand Sanctuary, you will see Mercer trying to pry the Eyes of the Falmer from the statue. A conversation will then occur:

"Brynjolf, watch the door."

Karliah: "He's here and he hasn't seen us yet. Brynjolf, watch the door."
Brynjolf: "Aye, lass. Nothing's getting by me."
Karliah: "Climb down that ledge and see if you can..."
Mercer: "Karliah, when will you learn you can't get the drop on me?"

At that point, the ledge will break off and Mercer will engage in conversation with you. When the conversation ends, Mercer will initiate combat with you, and will say aloud: "Karliah, I'll deal with you after I rid myself of your irksome companions. In the meantime, perhaps you and Brynjolf should get better acquainted." Brynjolf is now being controlled by Mercer to attack Karliah:

Brynjolf: "What's... what's happening... I can't stop myself."
Karliah: "Fight it, Brynjolf... he's taken control of you!"
Brynjolf: "I'm sorry lass, I... I can't..."
Karliah: "Damn you, Mercer!"

Once you've defeated Mercer, the chamber will begin to overflow with water. Karliah will urge you to hurry and grab the Skeleton Key and the Eyes of the Falmer:

Karliah: "Damn! This place is coming down! Quick, get the Skeleton Key and the Eye and lets [sic] get out of here!"
Brynjolf: "No luck there, lass. Something must have fallen on the other side of the door because it isn't moving!"
Karliah: "We have to find another way out of here before the place fills with water!"

When yourself, Brynjolf, and Karliah manage to escape, Karliah will approach you, exclaiming: "I can't believe it's over. Twenty-five years in exile and just like that, it's done. All that remains is to ensure the safe return of the Skeleton Key."
"Sounds like it will be a simple task."
"I'm afraid it's not that simple. When the Skeleton Key was stolen from the Twilight Sepulcher, our access to the inner sanctum was removed. The only way to bring it back will be through the Pilgrim's Path."
"I take it you never used the Pilgrim's Path."
"It wasn't created for the Nightingales. It was created to test those who wished to serve Nocturnal in other ways. As a consequence, I have no knowledge of what you'll be facing."
"Then we'd best get started."
"Brynjolf is needed back at the Thieves Guild to keep order while you're away. And I... I can't bear to face Nocturnal after my failure to protect the Key. I'm afraid you'll have to face the end of your journey alone."
"Don't worry. I'll return the Key."
"Take this with you. I'm not certain if it will help within the walls of the Sepulcher, but I certainly don't need it as much as you. I've had this bow almost my entire life, and it's never let me down. I hope it brings you the same luck."

Karliah will then hand you her Nightingale Bow, and the quest Darkness Returns will now begin, which will direct you to return the Key. If you choose to speak to Karliah before you depart for the Twilight Sepulcher, you may talk to her about several more topics:

Your Dialogue	Karliah's Reply
Topic 1: The Twilight Sepulcher
"I don't understand why you won't come with me."	"I've been a Nightingale for a very long time. I sold my allegiance to Nocturnal in exchange for many profitable years of thieving. Falling in love with Gallus was wrong. It was a distraction that allowed the Sepulcher to be desecrated and it likely cost him his life. Until the Key is returned, I will never set foot inside that place again."
Topic 2: The Pilgrim's Path
"What's the story with the Pilgrim's Path?"	"Even though Nocturnal doesn't desire worship in the traditional sense, the Twilight Sepulcher propagated a small group of priests. Of course, they'd never come into direct contact with Nocturnal but they insisted they had her favor. As part of their "duties," the priests created all sorts of baseless rituals and ceremonies all on Nocturnal's behalf."
"This didn't interfere with the Nightingales?"	"These priests weren't threat to the Skeleton Key or the conduit to Nocturnal's realm, so they were tolerated. One of their ceremonies involved the Pilgrim's Path, a so called "test of worthiness." If a pilgrim was able to complete the path, it was said that they would become one with the shadows. What that means is anyone's guess."
Topic 3: Ebonmere
"Tell me about the conduit inside the Sepulcher."	"The conduit to Nocturnal's realm, the realm of Evergloam, has been in Skyrim... well, longer than recorded history. The Twilight Sepulcher was constructed around it by man and mer in order to shield it from those who would exploit its power. It's through this conduit that we're given Nocturnal's greatest gift, our luck. What she gains in return is a complete mystery."

Darkness Returns

After you have returned the Skeleton Key to the Ebonmere and have spoken with Nocturnal, you are now directed to speak with Karliah, who has now appeared inside the Sepulcher: "I'm glad you were able to bring the Key back safely. Nocturnal seemed quite pleased with your efforts."
"Pleased? She sounded indifferent."
"I wouldn't take that to heart. It's her way. Think of her as a scolding mother continually pushing you harder to be successful; outwardly sounding angry but silently content. I assure you, had she been displeased with you, we wouldn't be having this conversation."
"What's this about becoming an Agent of Nocturnal?"
"The circles at the base of the Ebonmere imbue you with powers befitting a Nightingale Agent. The crescent moon represents the Agent of Shadow, the half moon for the Agent of Subterfuge and the full moon for the Agent of Strife."

Now you are able to select either of the three Agents of Nocturnal, but if you talk to Karliah before choosing, she will explain the differences:

Your Dialogue	Karliah's Reply
Topic 1: Agent of Shadow
"Tell me about the Agent of Stealth."	"The Agent of Stealth [sic] is the master of remaining unseen. They are able to manipulate the darkness and use it to their advantage. On moonlit nights or in darkened rooms, this agent literally becomes invisible."
Topic 2: Agent of Subterfuge
"Tell me about the Agent of Subterfuge."	"The Agent of Subterfuge utilizes shadow to cloud the judgement of those around him. By weaving the darkness to their will, this agent can manipulate others into fighting for the Nightingale for a limited time."
Topic 3: Agent of Strife
"Tell me about the Agent of Strife."	"This [sic] Agent of Strife can send forth a tendril of pure darkness into the heart of another, causing great injury to them. At the same time, this tether will bolster the agent's own life force, making him stronger."

If you choose to ask Karliah further as to why you cannot be all three Agents, she will respond by saying: "This is Nocturnal's way of maintaining balance. If you ever feel the need to change your abilities, you can return to the Sepulcher and step onto a different circle. Be warned that once you've chosen, you can't reselect for at least a day."
"So what now?"
"Now, your life as a Nightingale begins. Should the need arise, you'll be summoned to the Sepulcher in order to defend it."
"And you?"
"The Guild has welcomed me back with open arms. I feel like a void in my life has finally been filled. I only hope that this isn't an ending to things, but actually the beginning."
"The beginning of what?"
"Why, perhaps the greatest crime spree Skyrim's ever known. There are pockets brimming with coin and coffers overflowing with riches ripe for the picking. We may be Nightingales, but in our hearts we're still thieves and we're damn good at what we do."

Before you leave the Twilight Sepulcher, there is also a short cutscene where Gallus appears and speaks to Karliah, before entering the Evergloam:

"Farewell, Gallus. Eyes open... walk with the shadows."

Gallus: "Karliah?"
Karliah: "Gallus! I feared I would never see you again. I was afraid you'd become like the others."
Gallus: "If it were not for the actions of this Nightingale, your fears would have come true. He/She honors us all."
Karliah: "What will you do now, my love?"
Gallus: "Nocturnal calls me to the Evergloam. My contract has been fulfilled."
Karliah: "Will I ever see you again?"
Gallus: "When your debt to Nocturnal has been paid, we'll embrace once again."
Karliah: "Farewell, Gallus. Eyes open... walk with the shadows."
Gallus: "Goodbye, Karliah."

Approaching Karliah again, she will initiate the conversation: "Gallus's Oath has been paid. His actions have satisfied the terms. Now his spirit becomes one with the Evergloam... the realm of perpetual twilight and the cradle of shadow."
"So, he's gone?"
"No, not gone... he's become one with the shadows. This is the greatest honor a Nightingale can possibly achieve. In death, he's become a part of that which we use to live."
"They're part of the darkness around us?"
"Absolutely. When we say "walk with the shadows," we are asking those Nightingales who have passed on to protect us. It's believed that they are literally what guides our uncanny luck... by placing their hands in ours. That's why the Ebonmere needed to be reopened. Without it, there's no way Nocturnal was able to allow them through."

When you depart the Twilight Sepulcher, Karliah can be found at anytime in the Nightingale Hall. Due to a bug she may however return to the chamber where Gallus' body can be found in Snow Veil Sanctum.

Combat Dialogue

Condition	Dialogue
Taunting an enemy	"Your death will be swift!"
Attacking with a blade	"I'll bury my blade in your heart!"
Engaging an enemy	"Your fate is sealed!"	"Nocturnal, guide my hand!"
	"Dodge this!"	"Darkness consume you!"
	"Shadows take you!"	"Your life is forfeit!"
	"Come, taste darkness's embrace!"	"The burden of death approaches!"
	"By Nocturnal's grace, I will defeat you!"	"I bring death from the shadows!"
	"The shadows will be your undoing!"	"I claim your soul for Nocturnal!"
Losing sight of an enemy	"Hiding only prolongs the inevitable."	"A bold but foolish move."
	"I know you're here. Show yourself."
When searching for the enemy	"Wait, I hear something..."	"I know you're here. Show yourself."
	"What was that?"
After reacquiring the enemy	"Come coward, now we fight!"	"Enough games, let's end this!"
Defeating an enemy	"I send you to your rest."	"You were no match for a Nightingale."
	"Shadows consume you."	"The afterlife will bring you darkness."
	"Bless you, Lady of Shadows... I live another day."

Notes

Karliah without her hood

• She is voiced by Moira Quirk.
• Sometimes when leaving Snow Veil Sanctum, a frost troll will have wandered near Karliah's camp. She can become stuck in her conversation because of this. Reloading an earlier save and killing the troll before she progresses through her dialogue solves the problem.
• Karliah carries a wide variety of arrows which can be pickpocketed. Her inventory respawns with each new encounter, making her a great source of arrows. If you save frequently between each item, you can reload if you get caught.
• Karliah is mentioned in the in-game book, The Nightingales Vol.2.
• She is the only Dunmer in the game with purple eyes instead of the standard Dark Elf red eyes.
• If you attack her and enter combat mode in Irkngthand during the quest "Blindsighted" she will follow you and come to the first floor,but if you leave Blindsighted,she won't follow you out but stop combat with you. Go back to Irkngthand and invite her to be your quest follower, you can bring Brynjolf and Karliah out.
• During the the quest "Blindsighted" you can ask Brynjolf and Karliah to "stay here" and give the weapon and jewelry you want them to equip by stealing, but they won't change their armor.

Bugs

• You may not be able to find Karliah in Nightingale Hall at the end of the Thieves Guild quest line. This is most likely caused by not completing enough sidequests for Vex or Delvin. If this is the case, you will instead find her at the very end of the Snow Veil Sanctum, the place where she shot you. The actual bug is apparently caused by the quest Under New Management never starting.
  • It might be possible to fix this issue using the setstage TGLeadership 50 console command.
  • On occasions, she may be found wandering Riften upon trying to return to the Nightingale Hall after the completion of Under New Management.
• Karliah may also be found stuck in a wait package in the cellar of The Frozen Hearth in Winterhold.
  • One way to fix this issue is to redo the previous quest (get the rubbing and return to the cellar of The Frozen Hearth) and she will be unstuck. Go through the dialogue, then wait 24 hours before meeting her at The Ragged Flagon.