Elder Scrolls
Elder Scrolls

"Then the die is cast, and once again my blade will taste Nightingale blood!"
―Mercer Frey[src]

Mercer Frey is the Breton leader of the Thieves Guild located in Riften and the primary antagonist of the Thieves Guild questline in The Elder Scrolls V: Skyrim. He is also the owner of Riftweald Manor in Riften, although he is never actually found in or around this location.


Mercer joined the Thieves Guild at some point during the tenure of Guildmaster Gallus Desidenius. Mercer soon began skimming funds from the guild's treasury, which was eventually discovered by Gallus. He took over the position of guild leader after his predecessor Gallus Desidenius was supposedly murdered by Karliah, Mercer's former partner, until the Dragonborn discovered the truth while looking for Karliah with Mercer in tow in the ruins of Snow Veil Sanctum.

During the Dragonborn's initiation to the guild, Mercer is usually the one that gives out tasks for them. It is noticeable from the beginning that he always acts impatient and irritated towards the Dragonborn. He shows obvious distaste towards them and becomes increasingly annoyed the more they progress in the Thieves Guild questline. He eventually tries to kill the Dragonborn during "Speaking With Silence" and later in "Blindsighted."

Multiple followers[]

Main article: Multiple Followers

Mercer Frey is one of the quest characters that can be exploited to follow the Dragonborn throughout Skyrim along with a follower of their choice. In the quest "Speaking With Silence," after they enter Snow Veil Sanctum, they can leave and he will continue to follow them wherever they go.

This is a simple way to obtain a powerful follower as, whilst the mission is still available, he cannot be killed off by the Dragonborn or others. While it is not possible to converse or trade objects with him similar to an ordinary follower, he will remain an unkillable ally; at least until Karliah is found.


Mercer is generally quite pessimistic, stressed, and irritable. Despite his personality, he appears to be quite sly, for example killing the previous leader of the thieves guild, Gallus and blaming it on Karliah, and using her to lure the Dragonborn to Snow Veil Sanctum. He also seems to be adept in swordsmanship, as Karliah states when talking to Mercer, "Crossing blades with you would be a death sentence, Mercer."

He seems to be a master of sneak as he was able to silently approach falmer and assassinate them swiftly while also sneaking past many of their chaurus. This could possibly be the result of Mercer unlocking his hidden potential with the Skeleton Key. His lockpicking skill is debatable: he is seen picking locks that are unpickable, but this is almost certainly because he uses the Skeleton Key, which was in his possession at the time. It is also possible that he has generally good knowledge of the locks themselves.

As the true extent of his actions is revealed, Mercer is shown to be a man utterly lacking in scruples both personal and moral, willing to betray and murder anyone who trusts him for personal profit. Over the course of more than twenty-five years, Mercer broke his sworn oath to Nocturnal and stole the Skeleton Key, robbed the Thieves Guild blind, murdered his predecessor and pinned the blame on Karliah.


Loud and Clear[]

Mercer will assign the Dragonborn the first job in the Thieves Guild, which requires the Dragonborn to go to the Goldenglow Estate to teach the proprietor a lesson. Before going there, the Dragonborn can optionally talk to Vex in order to discover the location of the secret entrance to the estate.

Dampened Spirits[]

Maven Black-Briar tasks the Dragonborn to shut down a competitor, newly opened Honningbrew Meadery, and to find out how its owner Sabjorn has managed so quickly to fund its opening.

Speaking With Silence[]

After following Mercer inside the Snow Veil Sanctum, all the way to the word wall, he will attempt to end the Dragonborn's life. However, Karliah saves them and nurses them back to life and will then reveal Mercer's treachery to the guild.


The Dragonborn travels to Irkngthand, a vast dwarven ruin that supposedly contains the legendary "Eyes of the Falmer." Karliah and Brynjolf are waiting for them within. Together they hope to stop Mercer Frey from stealing the Eyes and escaping from Skyrim with the Skeleton Key of Nocturnal.

Mercer's bookcases[]

The shelving behind Mercer's desk in the cistern slowly fills with trophies relevant to any exploits and larceny targets sold to Delvin Mallory, such as the Left Eye of the Falmer. Those items can be taken from the cases. Upon finishing the additional jobs Delvin and Vex give the Dragonborn, trophies of recovered items begin to fill the shelves too:

  • Jeweled candlesticks appear after completing 5 jobs.
  • An ornate drinking horn after completing 15 jobs.
  • A golden ship model appears after completing 25 jobs.
  • A golden urn appears after completing 35 jobs.
  • A jeweled goblet appears after completing 45 jobs.
  • A jeweled pitcher appears after completing 55 jobs.
  • A jeweled flagon appears after completing 75 jobs.
  • After 125 jobs, a safe appears along the safe wall, next to the bookcases. It contains gems, gold, and some thief potions.
  • If the Thieves Guild quest "Darkness Returns" is completed, a shrine of Nocturnal appears in the cistern. This bestows a sneak blessing.
  • After completing all four special city jobs, a chest appears in front of the desk in the Cistern. It is unlocked with the guild master's tribute chest key, which can only be earned with the conclusion of the quest "Under New Management." It contains gold and gems and is periodically restocked.


Show: Loud and Clear
Inside The Ragged Flagon - Cistern:

"Do I make myself clear?"

Yes, I understand. "Good. Then I think it's time we put your expertise to the test."
I'm not sure. "If you're not sure maybe you don't belong here. I'll ask again, are we clear on all of this?"
Rules? We're thieves. What's the point of rules? "I'll let that comment go because you're new here. Ask things out of turn again, and we have a problem. Now, are we clear on all of this?"

After talking with Brynjolf:

"This better be important, I'm quite busy."

Know anything about Goldenglow Estate? "I'd like to know why you're wasting time asking about it when you should already be on your way."

"I'm watching you."

Show: Scoundrel's Folly
Inside The Ragged Flagon - Cistern:

"Ah, there you are. I've consulted my contacts regarding the information you recovered from Goldenglow Estate, but no one can identify that symbol."

I found the same marking at Honningbrew Meadery. "It would seem our adversary is attempting to take us apart indirectly by angering Maven Black-Briar. Very clever."
You admire them? "They're well-funded and they've been able to avoid identification for years. I'm impressed it reached this point. Just don't mistake my admiration for complacency; our nemesis is going to pay dearly."
Maybe we should recruit them. "You jest, but they've been able to identification for years. They're obviously well-funded, driven and patient. Just don't mistake my admiration for complacency; our nemesis is going to pay dearly."
Clever or not, they need to die. "Don't dismiss our adversary so easily. They're well-funded, patient and have been able to to avoid identification for years. However, don't mistake my admiration for complacency; our nemesis is going to pay dearly."
How can we make them pay? "Because, even after all their posturing and planning, they've made a mistake. The parchment you recovered mentions a "Gajul-Lei." According to my sources, that's an old alias used by one of our contacts. His real name is Gulum-Ei. Slimy bastard."
Where do I begin? "Gulum-Ei is our inside man at the East Empire Company in Solitude. I'm betting he acted as a go-between for the sale of Goldenglow Estate and that he can finger our buyer. Get out there, shake him down and see what you come up with. Talk to Brynjolf before you leave if you have any questions."

If approached again:

"Aringoth was a fool to think he could get away with this."

How is all this affecting the Guild? "Goldenglow Estate provided a huge payout for us before Aringoth locked us out. Maven looked the other way as long as the honey kept flowing and we kept him in line."
And Honningbrew? "Let's not kid ourselves. Black-Briar Mead is swill. The only thing keeping it successful is Maven. Word on the street was that Honningbrew tasted better, cost less and Sabjorn didn't shove it down everyone's throat. If Sabjorn ever managed to push Maven off her pedestal, we'd all be in trouble."
Seems all our eggs were in one basket. "Look, in case you hadn't noticed, these aren't the glory days of the Guild. We've lost more clients in the last decade than I'd care to count, but Maven's stuck with us through throughout the entire ordeal. I'll be damned if I'm going to lose her to... well, to whatever they are."
What's Gulum-Ei's story? "When Gulum-Ei was getting us merchandise from the East Empire Company, we were making a hefty profit. It was so lucrative, I was considering moving the Guild to Solitude to save us time."
What happened? "Gulum-Ei started to get greedy and cut us out of the deal. Almost can't say I blame the scaly bastard. It started out innocent enough; he kept claiming the shipments were light because of Imperial interference. Then, maybe a few years ago, it all stopped. He didn't even bother to contact us anymore."

"I need you to put all your efforts into this job. We can't afford any mistakes."

After dealing with Gulum-Ei:

"Did Gulum-Ei give up any information on our buyer?"

He said Goldenglow was purchased by a "Karliah." "No, it... it can't be. I haven't heard that name in decades. This is grave news indeed, she's someone I hoped to never cross paths with again."
Gulum-Ei also told me she was a murderer. "Karliah destroyed everything this Guild stood for. She murdered my predecessor in cold blood and betrayed the Guild. After we discovered what she'd done, we spent months trying to track her down, but she just vanished."
Why has she returned? "Karliah and I were like partners. I went with her on every heist. We watched each other's backs. I know her techniques, her skills. If she kills me, there'll be no one left who can possibly catch her. If only we knew where she was..."
Gulum-Ei told me she said, "Where the end began." "There's only one place that could be. The place where she murdered Gallus... a ruin called Snow Veil Sanctum. We have to go out there before she disappears again."
We? "Yes, I'm going with you and together we're going to kill her. Here's your payment for Solitude. Prepare yourself and meet me at the ruins as soon as you can. We can't let her slip through our fingers."

If Gulum-Ei was killed:

"I thought it was painfully obvious that Gulum-Ei was important to the Guild. I'm sorry to say your payment for the job will have to go elsewhere since you feel like taking things in your own direction. Now, did Gulum-Ei give up any information on our buyer?"

Show: Speaking With Silence
Inside The Ragged Flagon - Cistern:

"Quickly, what did you want?"

Tell me about Karliah. "She was a stubborn Dunmer... always had to do everything her way. But she was the best... bringing in more coin a month than some thieves heist in a year. Gallus trusted her too much and I let her get too close."
So, they had a relationship? "If you want to call it that, yes. Me? I think she was softening him for the kill. Gallus would call her his "little nightingale." He was absolutely smitten by her."
Why did she kill him? "Greed? Jealousy? Spite? Who can say what drove her to such an iniquitous act. One thing's certain. I intend to find out before she draws her last breath."
Isn't murder Dark Brotherhood territory? "I have a long-standing arrangement with the Dark Brotherhood. If I need someone in the Guild taken care of, we do it ourselves. We both agree it's best to keep these matters in house."

"When you're ready, meet me at Snow Veil Sanctum."

At Snow Veil Sanctum

"Good, you're finally here. I've scouted the ruins and I'm certain Karliah is still inside."

You saw her? "No, I found her horse. Don't worry, I've taken care of it... she won't be using it to escape. Let's get moving, I want to catch her inside while she's distracted. Take the lead."
You want me to lead? "I'm sorry, I was under the impression I was in charge. You're leading and I'm following. Does that seem clear to you?"
Understood. "Just make sure you keep your eyes open. Karliah is as sharp as a blade. The last thing I need is you blundering into a trap and warning her that we're here."
How did Gallus die? "Twenty-five years ago I was standing outside these very same ruins. Gallus told me to meet here but he wouldn't say why. When I arrived, Gallus stepped from the shadows. Before he uttered a sound an arrow pierced his throat. Before I could even draw my blade, her second arrow found its mark in my chest."
So Karliah took on both of you alone? "Karliah was a master marksman and her greatest weapon was the element of surprise. I was lucky... she missed my heart by mere inches. I staggered away from the ruins and my vision began to blur. It's then that I realized the bitch had poisoned her arrows."
And Gallus? "The last thing I saw was Karliah dumping his body into a opening atop the ruins; an unceremonious end for a remarkable man. To this day I've regretted allowing her to escape, even if it meant I had died trying. I owed Gallus that much."
What happened after Gallus died? "The Guild was thrown into disarray. Several stepped up and tried to Gallus' former position as Guild Master. Sides quickly formed behind these men and the Ratway became a bloodbath."
And you were a part of this? "I saw what they did to Gallus. I wanted to use the Guild's resources to hunt down Karliah. The others didn't even care he was gone. Fortunately, I persevered and the other groups were either killed or they left Skyrim."
And what of Karliah? "The infighting had taken months to subside which gave her time to go into hiding and carefully cover her tracks. I spent thousands of septims and used every contact at my disposal, but it was as if she had simply vanished... like I said before, she was the best."

"Let's get going. I want her head on my mantle."

Near the gate to the ruins:

"They say these ancient Nordic burial mounds are sometimes impenetrable. This one doesn't look too difficult. Quite simple really, I don't know what the fuss is about these locks. All it takes is a bit of know-how and a lot of skill. That should do it. After you."

Inside the ruins:

"The stench in here... this place smells of death. Be on your guard."
"Pull the chain over there, and watch out for the spikes. Looks like Karliah reset all of the traps."
"Bone chimes... clever. Rigged to wake the draugr I'd bet. Don't blunder into any of them."
"We're on the right track. She's been through here as well."
"That door up ahead... looks perfect for hiding an ambush. Be ready."
"Ah, it's one of the infamous Nordic puzzle doors. How quaint. Without the matching claw, they're normally impossible to open. And since I'm certain Karliah already did away with it, we're on our own. Fortunately, these doors have a weakness if you know how to exploit it. Quite simple, really. Karliah's close. I'm certain of it. Now let's get moving."

After Mercer talks with Karliah:

"How interesting. It appears Gallus' history has repeated itself. Karliah has provided me with the means to be rid of you, and this ancient tomb becomes your final resting place. But do you know what intrigues me the most? The fact that this was all possible because of you. Farewell. I'll be certain to give Brynjolf your regards."

Show: Blindsighted
Inside Irkngthand:

"When Brynjolf brought you before me I could feel a sudden shift in the wind. And at that moment, I knew it would end with one of us at the end of a blade."

Give me the Key, Mercer. "What's Karliah been filling your head with? Tales of thieves with honor? Oaths rife with falsehoods and broken promises? Nocturnal doesn't care about you, the Key or anything having to do with the Guild."
I don't believe you. Nocturnal guides me. "Then it appears the shadows shroud more than your presence... they blind your wisdom as well. Our actions have always been one in the same; both of us lie, cheat and steal to further our own end."
It's not about Nocturnal. This is personal. "Revenge is it? Have you learned nothing from your time with us? When will you open your eyes and realize how little my actions differ from yours? Both of us lie, cheat and steal to further our own end."
To blazes with Nocturnal. I'm here for the Eyes. "Wait a moment... do I detect a hint of genuine avarice from this noble thief? Perhaps Karliah and Brynjolf misjudged you and your true nature is no different than my own."
The difference is I still have honor. "It's clear you'll never see the Skeleton Key as I do... as an instrument of limitless wealth. Instead you've chosen to fall over your own foolish code."
If anyone falls, it will be you. "Then the die is cast, and once again my blade will taste Nightingale blood!"

Upon being killed:

"Shadows take me..."


New recruit

Brynjolf: "Mercer? This is the one I was talking about... our new recruit."
Mercer Frey: "This better not be another waste of the Guild's resources, Brynjolf. Before we continue, I want to make one thing perfectly clear. If you play by the rules, you walk away rich. You break the rules and you lose your share. No debates, no discussion... you do what we say, when we say."

After talking with Mercer:

Brynjolf: "Wait a moment, you're not talking about Goldenglow, are you? Even our little Vex couldn't get in."
Mercer Frey: "You claim this recruit possesses an aptitude for our line of work. If so, let him prove it. Goldenglow Estate is critically important to one of our largest clients. However, the owner has suddenly decided to take matters into his own hands and shut us out. He needs to be taught a lesson. Brynjolf will provide you with the details."
Brynjolf: "Mercer, aren't you forgetting something?"
Mercer Frey: "Hmm? Oh, yes. Since Brynjolf assures me you'll be nothing but a benefit to us, then you're in. Welcome to the Thieves Guild."

Contact in Whiterun

Mercer Frey: "Brynjolf, have you had a chance to speak to our contact in Whiterun?"
Brynjolf: "Sorry Mercer, they no longer wish to be involved in our operation."
Mercer Frey: "I trust you've applied the appropriate pressure in order to change their mind?"
Brynjolf: "I have. I think we may have to turn this one over to the Dark Brotherhood."
Mercer Frey: "Yes, I'm afraid you're right. Such a shame..."


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."


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..."


  • "Your blood will adorn my blade!"
  • "You're not a threat... merely an annoyance."
  • "Your life is mine!"
  • "You're making this too easy!"
  • "I've killed legions like you!"
  • "Out of my way!"
  • "You've just written your own epitaph."
  • "I'll spit on your corpse!"
  • "You mean nothing!"
  • "This shouldn't take long."
  • "So ends the lesson."
  • "How disappointing."
  • "That wasn't a fight, it was an execution."
  • "Hmph. Hardly a challenge."
  • "It's clear you'll never see the Skeleton Key as I do... as an instrument of limitless wealth. Instead you've chosen to fall over your own foolish code."
  • "What's Karliah been filling your head with? Tales of thieves with honor? Oaths rife with falsehoods and broken promises? Nocturnal doesn't care about you, the Key or anything having to do with the Guild."



  • Mercer Frey is voiced by Stephen Russell, who also voices another thief, Garrett, from the Thief series, as well as Nick Valentine, a private detective from Fallout 4.
  • Mercer's signature weapon is a Dwarven Sword of Devouring, which he supposedly stole from Irkngthand.
  • During the final fight with him, a Dragonborn with a high sneak skill can hide from him, causing him to proclaim "The shadows are my domain!" This happens during any combat situation.
  • Although he appears to teleport in the final fight with the Dragonborn, Mercer actually turns invisible for a few seconds while moving to a different spot in the room. While invisible, Mercer can be attacked and will not retaliate.
  • His dual sword and dagger usage with drain health is a reference to the character Artemis Entreri from the Forgotten Realms series.
  • According to "Gallus's Encoded Journal Translation" Mercer belongs to a rather wealthy Breton family.
  • If resurrected, Mercer uses a unique version of Nightingale Strife.


This section contains bugs related to Mercer Frey. Before adding a bug to this list, consider the following:

  1. Please reload an old save to confirm if the bug is still happening.
  2. If the bug is still occurring, please post the bug report with the appropriate system template  360  /  XB1  ,  PS3  /  PS4  ,  PC  /  MAC  ,  NX  /  PS5  ,  XS  , depending on which platform(s) the bug has been encountered on.
  3. Be descriptive when listing the bug and fixes, but avoid having conversations in the description and/or using first-person anecdotes: such discussions belong on the appropriate forum board.
  • If Mercer is unable to follow the Dragonborn into Snow Veil Sanctum, Karliah will be stuck at the end of their argument, preventing the continuation of the quest.
  • (No longer works on PC) When both Eyes of the Falmer are obtained from Mercer, it is possible to bring them back to the Thieves Guild and sell them to the fence, with the base price of 2,500 septims for each eye. After both eyes are sold to Tonilia, go talk to Delvin; there will be a speech option regarding the Eyes of Falmer. Select that dialogue and around 900 Gold will be received even though the Eyes have already been sold. (The fence has her price set upward, 6,000 Gold for the eyes once she has them.)
  • Sometimes when downed during the quest "Speaking With Silence," he will not stand back up unless injured, then he will not open the door at the end of the quest.
  • If Mercer is brought to the College of Winterhold while the unbound dremora from the "Conjuration Ritual Spell" quest is still around, he will openly attack the dremora but will be unable to do any damage to him for some reason. Also since Mercer will be openly hostile towards what is technically a resident of the College of Winterhold, all the other Mage residents will become hostile towards only Mercer, which results in an eternal fight.
  •  360   Mercer can sneak roll, but he still sets off tripwire and pressure plates even though for the Silent Roll perk the perk Light Foot is required.
  • During the quest "Loud and Clear," obtained from Brynjolf when joining the Thieves Guild, if the Dragonborn does not speak to Brynjolf before entering the Ragged Flagon - Cistern, the Dragonborn is able to attack Mercer Frey repeatedly and neither he nor anyone else will become hostile.
  • In "Speaking With Silence" Mercer may not open the first door into Snow Veil Sanctum. The problem may be circumvented by telling all followers (who can be told) to "wait here," at which point approaching the door should get Mercer to walk down the stairs, utter a comment about the ruins being impenetrable, and move forward to unlock the door. The problem occurs because no followers may enter the ruins, aside from Mercer.
    • If the "Speaking With Silence" bug occurs, Mercer's facial expressions may also glitch.
    • After opening the Nordic puzzle door in "Speaking With Silence," Mercer can be pickpocketed.
  •  PC   Mercer will not offer dialogue in order to start Thieves Guild quests such as "Loud and Clear"; the ResetAI command does not appear to fix this.
  • During the quest "Blindsighted," Mercer may not appear in the room with the Falmer statue. Neither Karliah or Brynjolf will continue with their correct dialogue and the quest will become stuck.