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(lore page)
Location Barilzar's Tower
Race Dark Elf Gender Male
Health 39,959
15,000 (Upon returning with the Dwemer components/During Divine Restoration and Divine Blessings)
Reaction Friendly
Other Information
Faction(s) Clockwork Apostles (formerly)

Barilzar is a powerful Dark Elf mage who lives in Morrowind at Barilzar's Tower. He assists you in helping Vivec by inventing a tonal inverter to counteract the power of Sunna'rah and by gaining you access to Sotha Sil's Clockwork City. As a reward for helping stop Barbas's plot, Vivec gives Barilzar a bag of gemstones- each containing a fraction of Vivec's divine energy, for Barilzar to use studying portal magic.

Barilzar is a former apprentice of Sotha Sil, and is constantly referencing the Great Gear. He had multiple laboratories in the Clockwork City, and was one of the few people who knew how to leave it. He is also very interested in clockwork devices and Dwarven constructs. During the quests Divine Inquiries and Divine Intervention, he works on a chronochromancy experiement (studying the correlation between color and time), invents a tonal inverter out of scrap Dwarven parts, and can be seen tinkering with a Dwarven spider.

Barilzar is a bit scatterbrained and talks about having misplaced tools and even his own hirelings. He has had multiple hirelings in the past, who, according to them, have all stopped working for him because he sends them into incredibly dangerous ruins and shows little regard for their safety.

A brief projection of him appears during Vivec's divination ritual during the quest Divine Conundrum.

Related Quests[edit]


Quest-Related Events[edit]

Divine Inquiries[edit]

When you first meet him:

Such displeasure and disappointment! Nothing works even though every calculation is precise. And now an interruption. How infuriating!
Wait, wait. Sometimes the Great Gear turns from frustration to opportunity ….'
Do you know anything about divine energy?
Divine energy? I'll have you know I participated in Lord Sotha Sil's Nine Analyses of the Exalted Enigmas.
But we have more important matters. I'm about to determine the correlation between color and time, and I could use another set of hands.
If I help, will you answer my questions?
A reciprocal exchange? Interesting. Yes, I can see the benefits of such an arrangement.
Very well. Just activate the crystals in the proper sequence while I modulate the energy flow. Less chance of an explosion that way.
What do you want me to do again?
"Such a waste, repeating words ….
Activate the crystals in the proper order. It's all about colors, like a rainbow. Make a mistake and reset the mechanism using that lever. Unless it explodes. You'd be surprised how often that happens."
Like a rainbow. Got it.
All right. I'll see if I can determine the proper sequence.

If you talk to him again before solving the puzzle:

You activate the crystals. Look for pure light, not muddled. I'll modulate the energy fluctuations, make sure nothing explodes. If color confounds you, look at the shape. Fewest sides to most.
But the Great Gear turns, so be quick, be quick!
I'm still not sure I understand what you need me to do.
Good help is as rare as the legendary Last Dwemer, but a clockwork is only as strong as its weakest cog.
Just work your way up the rainbow. If color isn't clear, examine the crystals. Start with the simplest shape and end with the most complex.

If you get the sequence wrong, he'll say any of the following:

Barilzar: "Smoke instead of light? Not the reaction I was hoping for."
Barilzar: "Activated, but not in the proper sequence. Try again."
Barilzar: "Hmm. That didn't do anything good."
Barilzar: "No, no, no. Reset the mechanism and try again!"

As you get the sequence right, he'll say:

Barilzar: "A good start. Keep going!"
Barilzar: "Correct! So far, so good!"
Barilzar: "Like clockwork, you are!"
Barilzar: "Close! Very close! One more to go!"
Barilzar: "Yes! I love it when the gears align!"

After solving the puzzle:

Perfect! Such are the benefits of an extra set of appendages! The energy flows freely and without disruption, allowing the rods and the pistons to align in a most pleasing manner. Thank you.
Now, why do you want to know about divine energy?
Well, I was sent to ask you about the transfer of divine energy.
Sent? How intriguing.
I was just thinking about my former master, Sotha Sil, and the experiments we conducted. He desperately sought to understand the power he and his companions attained—especially whether or not that power was temporary.
Did Sotha Sil reach a conclusion?
Not while I assisted him. He had a tool that he used to drain away minute bits of his own divine energy to store and study. He could extract it and return it as he saw fit.
Not sure what became of the tool, but here are my notes from those days.
These notes should be helpful. Can I ask you a few more questions?
More questions? Well, Lord Sotha Sil attributed curiosity to intellectual superiority, suppose I should do the same.
Ask, and I will attempt to tighten the cogs of your ongoing education as best I can.
That tool you mentioned, is it a weapon?
Odd question. Is a hammer a weapon? A saw? A Dwemer spring spanner? No, it was just a tool, a device crafted by Sotha Sil to aid in his endless experiments.
I suppose I could imagine ways to modify the device, but for what reason? Hmm.
Do you know where the tool is now?
Haven't a clue. Tools have a way of wandering off when you don't stay vigilant. Had a guar that used to swallow tools when I wasn't looking. Glowed for a month until the enchantment dissipated and the tool passed. Should have heard the screams….
You worked with Sotha Sil?
I was his apprentice, but that was years ago. Spent time working in the Clockwork City. That's where I learned about energy transference, Dwemer engineering, mechanical symmetry—made me the Dark Elf I am today.
But I have a question. Who sent you?
Archcanon Tarvus sent me.
The Archcanon? Lord Vivec's high priest? Suddenly the gears align ….
I can think of a number of reasons that ALM and VI would want to know about SI and his tools, but some doors just shouldn't be opened.
Tell me more about Sotha Sil.
He's the Father of Mysteries and the Architect of Time. One of the Tribunal, the three Living Gods of the Dark Elves. Creates all sorts of helpful and intriguing devices, like the Clockwork City.
I haven't seen my old master in many years.
What's the Clockwork City?
It's a wonder and a miracle, all brass tunnels, glass domes, and giant gears. He was inspired by the work of the Dwemer, but the Clockwork City is pure Sotha Sil. He made it to forge the future and reshape the world. I learned a lot there.

Speaking to him again before leaving:

"I need to record my observations of the experiment you just helped me complete, but I can spare a few more clicks of the Great Gear for such an able assistant.
Is there something else you need?"

Divine Intervention[edit]

Enter Barilzar's Tower and you'll hear him call from somewhere unseen:

Barilzar: "Is someone up there? I could use some help down here!"

Go down to the Tower Understructure and you'll find Barilzar besieged by Skaafin:

Barilzar: "Hurry, please! I have a natural aversion to Daedra!"

Deal with his unwelcomed guests and he'll invite you into his Inner Sanctum:

Barilzar: "Sounds like the danger is past. Wipe your feet and come inside."
"So hard to concentrate and maintain schedules when interruptions constantly occur. Don't they know the Great Gear never pauses in its rotations?
So that was you up there? I appreciate the assistance. Daedric entities can be very unpredictable."
Why were Daedra attacking you, Barilzar?
"Logic has very little place in the behavior of Daedra, my helpful associate. Studying the fabric of reality does tend to attract unwanted attention, but these creatures appeared just before you entered my tower.
I wonder, why have you returned?"
I located Sotha Sil's tool, but it's been altered to steal Lord Vivec's divine energy.
"Ah, a modification of my master's old experiments, turning a simple tool into a dangerous weapon. Ingenious! Evil, yes, but also quite brilliant.
Hmm. A tonal inverter should counter it. Uses sound waves to temporarily disrupt the flow of energy."
Do you have a tonal inverter I can use?
"No, of course not. I just invented it! I need proper components to build such a device.
My hirelings scour the land for materials all the time. Here's a list. Head out the back door and ask them to direct you to these common Dwarven components."
Where can I find these hirelings of yours?
Hirelings? Yes, they worked for me. Before they quit, ungrateful netches!
Still, I paid them well before the pistons slipped their alignments. They should know where to find the components. Last I heard, Snorfin and the others were in Molag Mar.
Do you think the Daedra will return to trouble you?
The situation is wound dangerously tight, but I believe the gears revolve around you. Once you leave, I should be perfectly safe. Or, at least as safe as I ever am in the midst of all these experiments.
You however …. Stay vigilant, my friend.
Can you tell me more about these components you need me to find?
I could, but I won't pour five-year-old flin into a cracked decanter. No offense. Suffice it to say, they're fairly common as far as Dwemer components go.
Use the list and talk to my former hirelings. I'll build the device the moment you return.

Speaking to him again before leaving the tower:

"Refer to the list I gave you and find my former hirelings in Molag Mar. They should be able to direct you to places where you can get the components I need to build a tonal inverter.
As for anything else they may tell you, it wasn't my fault."

Return with the components and you'll find him back in his lab:

Barilzar: "Have you only just arrived or is this you returning? I can't always keep the cogs and pistons in line."
"Ah, I remember! The components for the tonal inverter! Were you able to acquire them?"
Yes, I recovered the sonance generator, the inversion conduit, and the manual clockwork shaft.
"Impressive! I thought I'd never see you again. That's what usually happens when I employ hirelings to acquire rare and exotic items from dangerous locations.

Well, the Great Gear doesn't dawdle and neither do I! Hand them over and I'll get to work."

Here are the items you requested.

Barilzar turns to his workbench and begins tinkering:

Barilzar: "One tonal inverter, coming up! Connect this … tighten the spring …"
Barilzar: "Don't explode!"
Barilzar: "Whew! Almost done …"
Barilzar: "There!"

If you speak to him before taking the inverter, he'll tell you:

"Whew! Got it right the first time! No explosions … yet.
Go ahead. You can take it. I'm sure it's stable. Mostly sure. Once the tonal inverter is in your possession, talk to me and I'll tell you how it works."

Take the inverter from the bench:

"Do you like it, my latest creation? I call it the tonal inverter! Did I mention that already? No matter, it should counteract Sotha Sil's modified staff, at least momentarily.
I assume you know how to use this, correct?"
No, I don't know how to use the tonal inverter.
"Of course you don't, I just invented it! Honestly ….
You won't use it, anyway, not if you plan to fight the one who wields Sotha Sil's staff. Almost impossible to operate the tonal inverter while also engaged in battle. It's too cumbersome."
So how do I use it to counteract Sunna'rah?
"Sunna'rah? The blessed staff? I suppose the name fits. Sort of.
You'll need someone to assist you. Someone you trust. Oh, not me. Too busy. Too fragile! But using the tonal inverter is definitely a two-person activity."
Is the tonal inverter hard to use?
"Easy as scrib jelly pie! One person operates the controls to generate the sound waves. When it reaches the proper pitch, you activate the inverter and discharge its energy to disrupt Sunna'rah's power. Temporarily.
Here. I wrote you instructions."

If you speak to him again before leaving, he'll warn:

"With more time, I could have improved the design. Made it smaller, more portable. But the inverter should work perfectly, provided you find someone to help you.
Make sure you read the instructions. When you don't read, things go horribly wrong."

Divine Restoration[edit]

While seeking aid from Azura, a portal opens and Barilzar comes through:

Barilzar: "Interesting. That shouldn't have happened. Now where in Oblivion am I?"
Azura: "Mage, this mortal speaks with the authority of the Mother Soul."
"Interesting. Summoned by a Daedric Prince and her mortal mouthpiece. I was right in the middle of a crucial experiment, but I suppose I can spare a few clicks of the cogs for Azura and my erstwhile assistant.
So, did you break the tonal inverter?"
No, the tonal inverter worked fine. Azura wants you to help me get to the Clockwork City.
"No, not going to happen. No offense to the Lady of Twilight, but Sotha Sil was quite adamant about keeping the place hidden and warded against the Daedra.
Oh, wait. Pistons fall into place. This concerns Sunna'rah and Lord Vivec, I presume?"
Yes. Barbas tricked us into draining Lord Vivec's divine energy.
"Barbas? Another Daedra. Thinking … thinking ….
So Sotha Sil's forgotten tool was modified to steal Vivec's energy, which in turn energized the Clockwork City. Lit it up like the top of Red Mountain. Even Vile's dog would be able to see that!"
Can you get me to the Clockwork City or not?
"What is Barbas after? Wait, gears click into place … the reservoir! You need to reach the reservoir that contains Vivec's stolen energy before Barbas!
I can get us to the entrance in Seht's Vault, beneath the Mournhold Temple. Ready to go?"
You're coming with me? All right, let's go.

Barilzar will open a portal and instruct you to follow:

Barilzar: "You'll need my help. I know the city almost as well as Sotha Sil. Follow me!"

Inside Seht's Vault, Barilzar will urge you onward:

Barilzar: "I think the Hound used Sunna'rah to get inside. We have to hurry!"
Barilzar: "Daedra! Vile creatures of chaos! Deal with them, please."
"Look at that! Daedric creatures in such a sacred place! Makes me so angry I can barely calculate our odds of survival.
We need to deal with Barbas's minions. And by we, I definitely mean you. I'm a thinker, not a fighter."
You think Barbas was able to enter the Clockwork City?
"Forgot to factor in the presence of Sunna'rah. Between the connection to Sotha Sil and the amount of Vivec's energy flowing through it, the Hound could use the staff to trick the entryway's guardians.
He'll have a tougher time once inside, though."
But the skaafin can't get inside, right?
"Depends on how smart the Hound really is. With the staff, he can do what he came to do—manipulate the city's defenses.
Looks like he called in skaafin to deal with Sotha Sil's fabricants. Poor little mechanicals are no match for Daedra."
You're sure the entrance to the Clockwork City is down here?
"Still don't trust me after all we've been through together? Hmm. I probably wouldn't trust me, either.
But yes, the entrance is down here. In fact, the entire city is down here. We just need to get past those Daedra to reach it."
What made you change your mind about helping me?
"After I added together the variables, the only logical response was to do as Azura asked. Sotha Sil's safeguards mean nothing if we allow Vivec to die and Vvardenfell to be destroyed."

A little further on...

Barilzar: "Assistant, wait! Those skaafin have agitated one of the guardians!"
"Look at those factotum. Remarkable creations! That one over there, for example. It's rallied to the defense of the Clockwork City and is keeping the skaafin at bay.
Obviously, you'll need to destroy it before we can enter the city."
I need to destroy a factotum?
"The Clockwork City is on alert now, thanks to Barbas. If you aren't a factotum, the guardian will try and kill you.
You aren't a factotum by any chance, are you? No, you don't smell like oil and I can't hear the sound of whirring gears. Too bad."
You need to help me fight these things.
"I'm sure that's not correct. As I've stated, I'm not a combat mage. I'd just get in your way.
Besides, the factotums should recognize me as an apprentice of Sotha Sil. That might come in handy later, as long as I don't attack them beforehand."

Defeat the Clockwork Guardian and Barilzar will come join you:

Barilzar: "Well done! Just let me gaze on Sotha Sil's inspiring creation before we go inside."
"Look at the craftsmanship. The attention to detail. Sotha Sil is a true master. Amazing, isn't it? Such intricate work on something so small.
Well, are you ready to go inside?"
That's the Clockwork City? It's so small!
"Precisely! Oh, I see your concern. Forgot you haven't been here before.
Use the entrance and you'll shrink down and get drawn inside. I understand that some of Sotha Sil's first entry methods had unintended effects, but now it's perfectly safe."
But why is the Clockwork City inside a globe?
"Where else would you put it? Besides, once we get inside, it's much bigger than it looks. My former master said that working in miniature enhanced his precision. And it made it much more convenient to hide away and store.
Now in you go!"

If you speak to him again, he'll say:

"The shrinking sensation takes a bit to get used to. If you begin to feel ill, please make sure to point all of your orifices away from my general direction."

Inside the city, he'll whisper:

Barilzar: "Over here! Don't let the hound see you!"
"Vivec's energy, it flows through Sunna'rah! That's how Barbas is able to circumvent the city's defenses! But why is he waiting over there? I'll never understand what motivates these Daedra."
Did we really shrink into a miniature city?
"Yes, thanks to Sotha Sil's magic. My former master is exceedingly brilliant. I thought you already knew that?
Anyway, there's no way we'd fit in here at our normal size, so the magic altered us as we passed through the doorway."
If Barbas can use Vivec's energy, do we really stand a chance against him?
"Always a chance. Just depends upon the way the gears align. But I don't think he can spare too much to use against us. He needs it to reach the reservoir and do whatever Clavicus Vile sent him to do.
Now I really think we need to get moving."

Barbas will lead you on a chase, but Barilzar has other plans:

Barilzar: "You can talk to the Daedric dog if you want, then follow me into the maintenance junction."

After finishing you business with Barbas, you'll find Barilzar in the next room fiddling with a control panel:

Barilzar: "That should take care of the defenses. At least, the most dangerous ones."
"I disabled most of the defenses in this section, but Sotha Sil installed numerous safeguards. I advise caution, just in case.
Barbas is ahead of us, but I know many paths through the city. We're just like the fox that chased the hound!"
But can we really catch up to Barbas?
"With my help, the probability calculates in your favor. But you must keep moving. The Hound won't dawdle … unless he comes upon an interesting smell. Or a tree.
Since we know Barbas's ultimate destination, I can open routes he can't access."
We know where Barbas is going?
"Only one logical place. To the atelier where Sotha Sil conducted his study of divine energy. Sunna'rah would have sent the stolen power there. It's not far.
What Barbas and his master want with Vivec's energy, though, remains unclear."
You said you disabled the defenses?
"Most of them. Might be a random contraption or a wandering factotum still out there. And if Barbas smuggles in more Daedra, the other defenses will become active.
Clear a path while I open the route, then I'll catch up and join you."
All right, here I go.
Barilzar will turn back to the control panel and ignore you.

Barbas will try to stop you:

Barilzar: "The hound is right. Disable the factotums and the gate couplings. I can always repair them later."

But Barilzar is cleverer than he looks:

Barilzar: "I can use these controls! Follow Barbas!"

In the Engineering Access, you'll hear Barbas again:

Barbas: "Look, Master! Vivec's toy found a way through, just like you said!"
Barbas: "But Barbas has Sunna'rah! What does Vivec's toy have?"
Barilzar: "Vivec's toy has me, you annoying creature. This way!"

Once you enter the Engineering Junction, you'll hear Barbas and Clavicus Vile discuss the situation. Barilzar will take note:

"Interesting … sounds like the master isn't completely happy with his dog ….
This engineering junction contains some of Sotha Sil's more powerful fabricants. They'll take care of the skaafin, but they might also try and deal with us."
Was Barbas actually talking to Clavicus Vile?
"It certainly sounded that way. The Hound said something about using Vivec's energy to open a portal. Why would he—oh no!
That much power could punch a hole through all of Sotha Sil's defenses, allowing Clavicus Vile to enter the city!"
And I assume that would be bad?
"That would be catastrophic! Imagine a Daedric Prince with access to Sotha Sil's greatest invention. Who knows what damage he could do with the power of the Clockwork City at his command?
We have to keep going. We have to stop Barbas!"
Barilzar: "When you're finished with those fabricants, follow me!"

Inside the Atelier Courtyard you'll catch up with Barilzar admiring the edifice:

Barilzar: "Beautiful, isn't it? One of Sotha Sil's favorite ateliers. I think Barbas is already inside."
"That's the atelier behind me. Not only is this the workshop where Sotha Sil experimented with divine energy, it also houses one of the reservoirs that can be used to power the entire city—a reservoir currently filled with Vivec's energy."
And Barbas is in there?
"Almost certainly. Sunna'rah led him right to it. It won't take the Hound long to figure out how to access Vivec's stolen energy. Then he'll try to open a portal for his master, Clavicus Vile."
Can Barbas actually use Vivec's energy to open a portal?
"Maybe. Probably. It's a distinct possibility. Certainly the Hound and his master think so.
Whether it will actually work or not, you have to go in there and stop him. The danger's too great to ignore."
I'm not sure I understand the purpose of the atelier./Tell me more about the atelier.
"As I said, the atelier's the workshop where Sotha Sil used Sunna'rah to experiment with his own divine energy. The reservoir located inside was specifically designed to contain such massive power.
As far as workshops go, it's a masterpiece!"
Let's go stop Barbas.
"No, no, that's inadvisable. The atelier has defenses. You have no idea what it will do if it marks one of Sotha Sil's apprentices as an enemy—and neither do I!
You go. I'll use the controls over there and help you from out here."
All right. I'm going in.

Defeat the Clockwork Defense Core and he'll say:

Barilzar: "Southern torsion clutch activated! Open that vault and destroy its defenses!"

Clockwork Mediator Core

Barilzar: "Good! Controls responsive now. Open the north vault and destroy its defenses."

Clockwork Assembly Core

Barilzar: "Well done! The final clutch is active. Open it and enter the energy reservoir!"
Barilzar: "Strange fluctuations ahead. Barbas is manipulating the energy reservoir! Hurry!"

Once you've defeated Barbas, Barilzar will teleport to you:

Barilzar: "I can feel it! Clavicus Vile is almost here!"
Barilzar: "Seize Sunna'rah. Then retrieve Lord Vivec's energy from the reservoir conduit!"
Barilzar: "Lots of interference. Makes it difficult to lock onto a destination. I'll go ahead to stabilize the connection."

You'll try to teleport to Vivec City, but end up at a shrine of Clavicus Vile. After speaking to Vile, Barbas will try to give warning:

Barbas: "Master …."
Clavicus Vile: "Quiet, dog! Haven't you—wait, who dares intrude upon my lesson?"
Barilzar: "Found you! Over here … oh. Clavicus Vile. This isn't good."
"I lost you somewhere between the Clockwork City and Vivec, but it was simple enough to trace your energy signature to this Daedric shrine.
Unfortunately, some power is interfering with my efforts to open a portal for you."
It's Clavicus Vile. He wants to trap me here for a few decades.
"Hmm. That would be unfortunate for you. Luckily, you have me to assist you. Well, me and Sunna'rah.
Expend a small amount of Vivec's energy at the statue and that should provide enough of a distraction for me to pull you out of there."
I'll use Sunna'rah on Vile's statue.

Use the staff and the shrine will begin to collapse and you're transported back to Vivec's Private Chambers:

Barilzar: "That actually worked? Well, glad to see you're still alive, assistant!"
"You've walked the streets of the Clockwork City and you stood in the presence of two Daedric Princes. But you still have work to do, assistant.
Talk to Vivec. You must return his divine energy to him before he fades from existence."

Vivec will ask you to use the power of the staff again. Do so and restore the living god's power:

"I must say, that was much more dramatic than when Sotha Sil manipulated his own energy. Of course, he didn't usually drain himself nearly to death.
Hmm. Perhaps the next time I see him, I'll suggest that. An interesting experiment, to say the least."

Divine Blessings[edit]

Before leaving Vivec's chambers to start the ceremony, he'll say:

"I've been away from my tower for much too long. Hopefully, none of my experiments exploded in my absence. I do love watching a good explosion!
It was a pleasure having you as an assistant. Much better than those so-called hirelings I usually employ."

At the ceremony, Lord Vivec will call the inventor to receive his blessing:

Vivec: "Barilzar, approach!"
Vivec: "Your knowledge of the mysteries of my brother Sotha Sil and the intricate twists and turns of portal magic were invaluable. Take this and use it well to further your experiments."
Barilzar: "Gemstones, filled with a tiny fraction of divine energy! Amazing and so very generous! With careful tuning, this could improve portal magic a hundredfold! Thank you!"

(After the quest ends, before you leave the Temple Canton)

How much longer do I need to stay here? Social situations have never been my strong suit.
I want to get back to my tower and experiment with this wonderful gift Vivec bestowed upon me. I already have ideas on how to improve magical transportation!