Karliah was trained in the art of thievery by her mother, Dralsi Indoril, and is the granddaughter of Queen Barenziah, as well as Drayven Indoril, who is rumored to be a descendant of the Dunmer saintIndoril Nerevar. She was a member of the Thieves Guild and the Nightingales along with Gallus Desidenius and Mercer Frey. She was also involved romantically with Gallus Desidenius, who called her his "Little Nightingale." She also stated that she owes her skills to Gallus saying "He honed my skill to a razor sharp point." Karliah was exiled from the guild for 25 years after Mercer framed her for Gallus' murder.
Karliah is the only Dunmer in the game whose eyes are violet. Her armor is a lighter shade of gray than the Guild Master's Armor Set and has the same brown-colored straps and satchels of the Thieves Guild Armor. Parts of it can appear purplish in some light, and it also appears to have a unique dagger strapped to the left shoulder, though it is for aesthetic purposes.
Once Mercer picks the Dragon Claw door, the Dragonborn walks in first. Karliah shoots the Dragonborn with a poisoned arrow, and the Dragonborn passes out soon after. Awakening again, their vision is blurry, and Mercer and Karliah are heard talking. From their dialogue, it is learned that Mercer is guilty of committing many crimes against the Guild. Karliah escapes and Mercer notices the Dragonborn is still alive.
He stabs the Dragonborn, attempting to kill them, but because of the poison on Karliah's arrow, made to slow the victim's heartbeat and stop them from bleeding out, they survive. Karliah then takes them back to her camp outside the Sanctum to nurse them back to health. After the Dragonborn regains their strength, Karliah sends them to Winterhold to figure out how to decode Gallus's Encoded Journal.
The Dragonborn is sent to Calcelmo by Enthir to duplicate the writings on Calcelmo's Stone, in Calcelmo's Tower. He will not let them in, so the Dragonborn has to gain entry to the museum in another way. Once the translation is acquired, Karliah will be present at the Frozen Hearth inn with Enthir who will translate the passages, confirming that Mercer not only stole vast amounts of gold from the Guild but desecrated something called the "Twilight Sepulcher." Karliah will express utter shock at this but cannot elaborate just yet. With the evidence in hand, Karliah asks the Dragonborn to meet her in The Ragged Flagon to confront Mercer and reveal the truth to the Guild, awarding them with an item which once belonged to Gallus: a Nightingale Blade.
The Dragonborn meets Karliah and faces the Guild with her. Karliah hands over Gallus' journal as proof of her innocence and joins Brynjolf and the others as the vault is opened to reveal that Mercer robbed it dry. Though this vindicates her, she is just as angry as the rest of them and refers the Dragonborn to Brynjolf, who asks them to find evidence of Mercer Frey's whereabouts and will have to infiltrate his house to get his plans.
The Dragonborn learns about the Nightingales and is taken to the Nightingale Hall by Karliah and Brynjolf to become a Nightingale. She wants them to be prepared for the task of killing Mercer Frey for his betrayal.
Karliah and Brynjolf have traveled to Irkngthand in their pursuit of Mercer Frey. They want the Dragonborn to meet them there. Inside they need to locate and eliminate Mercer and take the Skeleton Key he has stolen from Nocturnal.
The Dragonborn must return the Skeleton Key, and in order to do so, they have to follow the Pilgrim's Path inside the Twilight Sepulcher. After this is done, The Dragonborn can go back to the cave and choose a power each day.
"Easy, easy. Don't get up so quickly. How are you feeling?"
Hold on... you shot me!"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."
Why save me?"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."
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. All I had hoped was to capture Mercer alive."
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. All I had hoped was to capture Mercer alive."
Why capture Mercer alive?"Mercer must be brought before the Guild to answer for what he's done. He needs to pay for Gallus's murder."
How will you prove it now?"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."
Well, what's it say?"I wish I knew. The journal is written in some sort of language I've never seen before."
Perhaps it could be translated."Enthir... Gallus's friend at the College of Winterhold. Of course... It's the only outsider Gallus trusted with the knowledge of his Nightingale identity."
There's that word again, "Nightingale.""There were three of us. Myself, Gallus and Mercer. We were a 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."
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."
Can't you come with me to Winterhold?"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."
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."
"Remember, speak only to Enthir. Trust no one else."
Upon returning to Karliah after speaking with Enthir:
"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."
What's 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."
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."
Who is Nocturnal?"She's the mistress of night and darkness and the patron of every thief in Tamriel."
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 expect payment when we die? When we suffer does she revel in our misery? No one knows. The return certainly seems worth the risk though."
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."
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."
After equiping the Nightingale Armor:
"What about you? Are you ready to transact the Oath with Nocturnal?"
Yes, I'm ready."Good. After I open the gate, please stand on the western circle."
I'm not sure I understand the terms."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."
And in return?"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."
There's no going back?"Once the Oath has been struck, the terms are binding. Knowing this, are you ready to undergo the ceremony?"
After becoming a Nightingale:
"Now that you've transacted the Oath, it's time to reveal the final piece of the puzzle to you; Mercer's true crime."
He's done more?"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."
So the Key unlocks any door?"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."
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. 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."
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."
May I ever return to Nightingale Hall?"Yes. Now that you're a Nightingale, you may consider this your home. You'll find that this place offers many things that will help you in your endeavors as well as a wealth of information for you to learn. Once the Skeleton Key has been restored to the Twilight Sepulcher, I'll make this place my home as well."
Those bandits back there..."Brynjolf and I found them like that. Mercer's doing. We have to catch up to him before it's too late."
I'm ready. Let's go."We should tread carefully. I wouldn't be surprised if he's left behind a few surprises for us."
If approached again:
"This place, it's like a maze. How did the dwarves find their way around?"
Do you think Mercer knows we're 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."
Both of you wait here for a moment."Will do. Don't stray too far away or else we'll come after you."
Let's go."We're right behind you."
After defeating Mercer:
"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."
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."
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."
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."
Tell me about the Agent of Stealth."The Agent of Stealth 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."
Tell me about the Agent of Strife."This 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."
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."
After returning the Skeleton Key to the Ebonmere:
"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."
Why can't I be all three?"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."
"Choose your path and your journey will be complete."
After Karliah's conversation with Gallus:
"Yes, Nightingale, what is it?"
Where did Gallus go?"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 a part of the darkness around us?"Absolutely. When we say "walk with the shadows", we are asking those Nightingales that 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."
Where will you be from now on?"I've decided to make my home at Nightingale Hall. Since it's your home as well, I hope to see you and Brynjolf there. Of course, I may visit some of Skyrim's cities to "acquire" things from time to time. Can't afford to get rusty, now can we?"
How will I know if I'm needed here?"If this place is in danger ever again, the shadows will call. Should the need arise, a portal connects the Sepulcher and Nightingale Hall. Use it whenever you wish."
"I can't think of a better person for the job, Nightingale."
About the secrecy of the Nightingales..."I think by now, most within the Guild are well aware of what transpired between Mercer Frey and ourselves. The notion that the Nightingales are a fictive group has long since passed. If you wish to wear your Nightingale Armor within the Guild, I'm certain no one would give it a second thought."
How have things been now that Mercer's gone?"I'm feeling a sense of inner peace... something I haven't felt in a very long time. Instead of being clouded with thoughts of revenge and retribution, I feel only serenity and fulfillment. Of course, I've been also dabbling in my old pastimes as well. Take a look around, and feel free to share the fruits of my labor."
Mercer Frey: "Do you honestly think your arrow will reach me before my blade finds your heart?" Karliah: "Give me a reason to try." Mercer Frey: "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 Frey: "You always were a quick study." Karliah: "Not quick enough, otherwise Gallus would still be alive." Mercer Frey: "Gallus had his wealth and he had you. All he had to do was look the other way." Karliah: "Did you forget your oath we took as Nightingales? Did you expect him to simply ignore your methods?" Mercer Frey: "Enough of all this mindless banter! Come on, 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 the next time we meet, it will be your undoing."
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 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."
Brynjolf: "You better have a damn good reason to be here with that murderer." Karliah: "Please, lower your weapons se 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' journal. I think you'll find its contents disturbing." Brynjolf: "Let me see. No, it... 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." 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's 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."
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... and 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 and 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."
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."
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."
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."
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. Let's keep moving."
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."
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."
Karliah: "Mercer must have triggered these pistons. We're going to have to search for a way to open them." Brynjolf: "I'll bet my last septim that there's a mechanism around here somewhere."
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, lad (or lass, referring to the Dragonborn). We're right behind you."
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."
Karliah: "There's a mass of the Falmer in this chamber. We can sneak through or take them down... I don't care. As long as we get to Mercer." Brynjolf: "Aye. Whatever you (referring to the Dragonbrorn) want to do, we're with you."
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."
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?"
Mercer: "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: "What's... what's happening... I can't stop myself." Karliah: "Damn you, Mercer! Fight it, Brynjolf... he's taken control of you!" Brynjolf: "I'm sorry lass, I... I can't..."
Karliah: "Damn! This place is coming down! Quick, get the Skeleton Key and the Eye and lets 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!"
Under New Management
Brynjolf: "Look, I've never been good at these things, so I'm just going to keep it short. Being Guild Master means more than just getting a cut of all the loot, it's about being a leader and keeping this rabble in order. With that in mind, I propose that the position of Guild Master should be yours (referring to the Dragonborn). Delvin?" Delvin: "Agreed." Brynjolf: "Vex?" Vex: "Sure, why not." Brynjolf: "Karliah?" Karliah: "Absolutely." Brynjolf: "Everyone is in agreement, so all I can do now is name you (referring to the Dragonborn) Guild Master and wish you good fortune and long life. Now everyone get back to work."
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 (Referring to the Dragonborn), your fears would have come true. He 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."
When asked about the Pilgrim's Path, she says, "It was said they would live forever in twilight," although the subtitles say, "They would become one with the shadows."
During the quest "Speaking With Silence," if the Dragonborn uses the shout Aura Whisper she will not be detected by the shout like other NPCs are.
Karliah has unique eyes, while Avrusa Sarethi and her sister Aduri Sarethi are blind. They are the only Dunmer seen in the game that do not possess their race's signature red eyes. (This potentially excludes the Dragonborn.)