Online:Castle of the Worm (quest)

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Quick Summary: written by Enodoc, checked by FolkPunkDruid

Walkthrough: written by Runs-in-Rivers, MolagBallet, FolkPunkDruid, not checked

Quest Stages: written by Rhynchelma, not checked
ON-qico-Instance.png Grant a request for asylum from a prisoner in the Castle of the Worm.
Quest Giver: The Prophet
Location(s): Castle of the Worm
Prerequisite Quest: Chasing Shadows
Next Quest: The Tharn Speaks
Reward: Signet of the Worm
1 Skill Point
Soul Magic Rank 3
Very High Leveled Gold
Achievement:Castle of the Worm
XP Gain: Very High Experience XP
ID: 4607
Solo Solo Only: Yes
A magical face-off at the summit of the Tower of Bones
I must find a way into the Castle of the Worm. There will be many dangers ahead, so I must make sure I am prepared.

Quick Walkthrough[edit]

  1. Go to The Harborage and talk to The Prophet.
  2. Enter the portal.
  3. Talk to Lyris.
  4. Find a way into the Castle.
  5. Enter the Inner Keep.
  6. Reach the top of the Tower of Bones.
  7. Destroy the warded door.
  8. Reach the Tower Summit.
  9. Talk to Abnur Tharn.
  10. Defeat the undead minions.
  11. Flee the Tower Summit and escape Coldharbour.
  12. Return to the Harborage and discuss your next moves.

Detailed Walkthrough[edit]

After you enter a large city, the Prophet will speak to you.

"The fog has lifted, Vestige. The path before us has been revealed. It is both dark and twisted. Come to the Harborage. We have an unexpected guest who demands your presence."

Once in The Harborage, you will discover the guest is a projection of Abnur Tharn. The Prophet attempted to find Sai Sahan's location with the Orb of Discourse you retrieved last time, but failed and instead contacted Tharn. Tharn knows Sai Sahan's location, but he will not tell the Prophet.

You will need to speak with Abnur Tharn to get the information you need.

"We meet again, Vestige. I wish to speak with you on a matter of some urgency."
What's this about?
"Mannimarco and his vile master have dark and terrible plans for this world. If you wish to stop them, you need to find the Amulet of Kings.
But to find the amulet, you must first locate Sai Sahan."
And you know where he is?
"Of course I do. And I might be willing to share that information … for a price."
I'm listening.
"If Mannimarco learns that we've spoken, he'll have me executed. I'm a danger to him. I know too much.
Therefore I, Abnur Tharn, Chancellor of the Elder Council, Overlord of Nibenay, formally request asylum."
Asylum? Are you joking?
"Do I look to be in a mirthful mood?
There comes a point when even a patriot's loyalty is stretched too far, when the things he has done—and seen done—become too much to bear."
Will you come to us?
"Would that I could. As it happens, I find myself to be somewhat of a prisoner, in dire need of rescue.
My proposal is this: If you retrieve me from Mannimarco's fortress and grant me asylum, I will give you Sai Sahan's location in return."
How can I be sure this isn't a trick?
"You can't. And you'd be a fool to trust me completely.
But the facts remain, you need me if you wish to find Sai Sahan, and I must keep my head if I am to ensure the continuance of the Empire. Neither of us has a choice."
I can see your point.

Conversation over, Tharn will turn to the Prophet as he speaks up.

The Prophet: "Tharn is quite correct. We have little choice in the matter."
Lyris Titanborn: "You can't be serious! How can we possibly trust him?"
The Prophet: "As our visitor so eloquently pointed out, we cannot. But if we are to locate Sai Sahan, we must do this. Go with the Vestige, Lyris. Rescue Tharn. Give him a chance to redeem himself. He may surprise you."

Step through the portal to Coldharbour.

The Wretched Squalor[edit]

You and Lyris arrive in a rundown Imperial-styled building, with Abnur Tharn's projection floating nearby. Speak to him. He explain that you are in the Wretched Squalor, a soul shriven shanty town outside Mannimarco's castle. However, Tharn has no ideas on how to get you and Lyris into the castle.

Lyris suggests finding a soul shriven guide and stealthily taking out the guards. Exit the house, and speak to one of the slaves outside. Gahznar and Famazar suggest Cadwell, who was just chased into a building near the waterway.

Cadwell is under threat by Warden Cornexius and another Worm Cultist. They have a variety of things they may say.

Worm Cult Savage: "How dare you defy the Order of the Black Worm, slave!"
Worm Cult Savage: "Your snooping around has reached its end."
Worm Cult Savage: "Do you like your skin? I think we can find another use for it!"

Defeat the cultists, then talk to Cadwell. He compliments your timing and suggests you enter through the cistern. The door to the Castle Cistern is locked, but Cadwell claims he has never had trouble with it before and instructs you to meet him there. He leaves the building and vanishes in a puff of smoke.

Head to the cistern entrance and slip inside. Cadwell waits for you inside, and he explains that the entire castle is on top of "an ocean of unstable Oblivion-whatsit" that is turned into steam via a network of pipes. The doors in the castle are sealed with the pressure from the steam, and Cadwell will have to mess with the pipes to open the doors to the inner areas of the castle. He asks you to keep enemies away from him while he opens the doors.

He then runs off with a triumphant cry, and it's your job to stop him from getting mauled by the roaming Clannfear so he can focus. Head north across a lake of Azure Plasm, and fight a Daedroth named Corpse Tearer to reach the piping. Cadwell will adjust a steam vent so it is no longer spewing steam everywhere. Fight through the Daedra so Cadwell can tinker with the other pipes in the same way. After the third one has been messed with, the grille in front of the door finally opens. You will need to thank Cadwell briefly before heading in, and he informs you that Tharn is at the top of the Tower of Bones, where Mannimarco has him inspecting soul gems. He offers to stay behind to make sure the way we came in is secure, and no Daedra come in behind you and Lyris.

Make your way through the inner chamber to the tower. There is a conversation between two Worm Cultists going on immediately within the inner chamber.

Worm Cult Savage: "No, no, hear me out. How many Tharns does it take to rule an Empire?"
Worm Cult Assassin: "Would you shut up? I'm trying to work here."
Worm Cult Savage: "None. The one on the throne is a patsy and the one in the tower isn't useful anymore!"
Worm Cult Assassin: "That's not even funny. Get back to work, would you?"
Worm Cult Savage: "What? It's true. Lord Mannimarco is going to peel his skin off and make a particularly ugly flesh atronach out of him, mark my words."
Worm Cult Assassin: "And if you don't help me, I'll make sure you're sewn up right alongside him. Now shut up!"

Just beside them is a document named "Anchorite's Log". Continuing onward past the pair of Worm Cultists, you can enter the Tower of Bones.

Construct your atronach

Building a Flesh Atronach[edit]

As you enter the tower, a projection of Abnur Tharn appears in front of a mural of people cowering in fear. Tharn tells you the door at the top of the tower is magically sealed and will turn anyone who touches it into ash. He thinks you could try creating a flesh atronach in a nearby laboratory and smash the door with it. He will walk you through the process.

First, you need four "chunks of flesh", otherwise known as Atronach Parts. These are scattered around the area, and can also be looted from the corpses of flesh atronachs. To collect the parts, the optimal path is to head to the laboratory and kill the flesh atronachs that you find along the way, and then collect the last few parts from the ritual chamber. Collecting them this way skips an optional fight with a gargoyle known as the Haunter of the Cliffs, which can give you access to two usable chunks of flesh, but fighting the gargoyle is less efficient than the alternative.

Once you have at least two pieces, go to the laboratory and collect the last two (or one, depending on how many atronachs you looted on the way) needed chunks. Take them to the ritual circle and place them within it. Then, Tharn directs you to read from the ritual book. Use the Ritual of Atronach Binding, and a Runty Flesh Atronach will crawl out of the pile of flesh.

Abnur Tharn: "Ha! We'll make a necromancer out of you yet."

The atronach walks to the door, smashes it, and collapses into a pile of goo.

Freeing Tharn[edit]

Finally, it's time to free Abnur Tharn. Head through the door and down the short passage to the Tower Summit. Take the outdoor walkway until you reach Tharn's workstation. He is guarded by a pair of Worm Cultists. Defeat them and meet the man in the flesh.

"So, we meet in person at last. You looked taller in your projection."
I'm here to get you out, per our arrangement.
"And not a moment too soon. If I had to inspect one more bloody soul gem, I'd have thrown myself from the tower."
Why should we trust you, Tharn?
"A fair question. I know things. Things that can help you. Here's a bit to whet your appetite.
Mannimarco isn't doing any of this to serve Molag Bal. His ultimate plan is to out-scheme the God of Schemes … and to replace him."
What? How?
"The Amulet of Kings is the key to everything. Why do you think he kidnapped Sai Sahan? He's torturing him. Trying to get him to reveal the Amulet's hiding place."
He's trying to find the Amulet of Kings before we do.
"Precisely. With the Amulet at his command, Mannimarco believes he can trap Molag Bal's essence and absorb his power. He seeks to become a god himself!"
That sounds bad. What else can you tell me?
"I'd love to discuss this further, but this is hardly the place. Get me to a safe haven and I will tell you the rest. That was our agreement, was it not? Now, let's—
Wait. Did you feel that?"
Feel what?
Abnur fights Mannimarco

Suddenly, Mannimarco appears as a projection in the center of the room, knocking Tharn backwards. He surrounds the area with a barrier that will kill you on touch.

Mannimarco: "Now, now, Tharn. No telling my secrets."

He then briefly pins him down with blue flame, before teleporting Tharn away.[verification needed — see talk page]

Mannimarco: "Go to your room, Abnur. I will deal with you shortly."
Mannimarco: "Ah, dear Lyris. Your old position at the Foundry is still available. We'll even give you your own set of unbreakable chains."
Mannimarco: "And you. The thorn in my side. The pebble in my shoe. How strong are you? Shall we test your limits?"

Mannimarco summons a trio of skeletons to fight you. Take them down, and he will get angry with you as he summons more. Once the second round of skeletons is done, he will summon a Bone Colossus along with another trio of skeletons. Once they are defeated, Tharn reappears, clawing his way out of a magical hole in the ground. Abnur Tharn: "Mannimarco! You dare attack the chancellor of the Elder Council?"

He sends a blast from his staff at Mannimarco, but the King of Worms counters it with his own. While Mannimarco is focused elsewhere, you can attack his projection. When you do he yells in outrage before his projection—and the barrier—disappears. Speak with Abnur Tharn again to make an escape plan. He says the way you and Lyris came in likely isn't an option, but the refuse chute might be a good option.

Head west to the refuse chute. Your companions will have a small conversation as you walk, not quite pleased to see each other again.

Lyris: "You must be the ugliest princess I've ever rescued from a tower, Tharn."
Tharn: "I'm shocked that your lack of education and repeated blows to the head haven't dulled your wit, Titanborn."

At the end of the western path is a door. It's locked, and there's no way out. However, Cadwell runs up from the other side and unlocks the door for you. You talk to him and suggest he come with you to Tamriel. You can choose to bring him back to see the world, or to let him stay in a place he's familiar with. Continue down the tunnel to open the Path of the Scorned and drop into a pool of Azure Plasm and bodies. Swim out and follow Cadwell to the Prophet's portal.

A Trick, A Brawl and A Truth[edit]

Once you return to the Harborage, talk to Tharn.

'My estates, my titles, my own life—it's all forfeit now. All in the name of preserving the Empire.
I swear by all the gods, Mannimarco will pay dearly for this."
Are you all right?
"Of course. I am Abnur Tharn. It will take more than a few brainless cultists to rattle these old bones.
Now then, where were we?"
You were going to tell us where Sai Sahan is.
"Ah. Yes. Ahem.
Truth be told, I don't know the precise location, but I do know that he is Mannimarco's prisoner, and that the King of Worms is trying to pry the location of the Amulet from him."
You don't know where he is?
"Now, now, before you lose your temper, let me clarify. I don't know precisely where he is, but I can find out. I'll just need a little time."
You tricked us.

Lyris will be understandably annoyed at this revelation.

Lyris Titanborn: "What? You son of a bitch!"
<Lyris punches Abnur in the face.>
Abnur Tharn: "Gah! Are you insane? Get away from me, you brutish she-troll!"
The Prophet: "Lyris! Stand down!"
Lyris Titanborn: "He's done nothing but lie to us from the beginning! I don't care what he says, he'll always be Mannimarco's toady!"
Abnur Tharn: "Please. Mannimarco wants me dead! Did I pretend to capitulate to him? Yes, I did. Do you have any idea how many lives I saved by doing so?"
Lyris Titanborn: "The only thing you saved was your holdings and your own hide, you pompous ass!"
The Prophet: "Enough! Abnur had no choice, Lyris. And we are guilty of our own deceit, are we not? The time has come for the Vestige to know the truth!"
Abnur Tharn: "What's this? The Vestige doesn't know? Oh, this is rich!"
Lyris Titanborn: "Sire, don't …!"
The Prophet: "Vestige. Until now, you have only known me as the Prophet. But that is not my true name. I … am Varen Aquilarios!"
Abnur Tharn: "Our fallen Emperor, in the tattered robes of a Moth Priest, blind as a newborn kitten!"
Varen Aquilarios: "I am sorry I deceived you, Vestige."

Talk to Varen Aquilarios. He was afraid you would refuse to help their cause, or even kill him on the spot if he told you the truth. He knows he is unwittingly responsible for the Planemeld, and offers to let you kill him after it has been stopped, if you still judge him harshly.

You need to find Sai Sahan, but Varen will confer with Tharn first. Despite his lies, he will be a useful asset. Varen will contact you again when he has more information.


  • Prior to the One Tamriel update, this quest could not be started until level 20.
  • You can completely bypass asking Soul Shriven for a guide by simply walking into the building Cadwell is being harassed in.

Quest Stages[edit]

Castle of the Worm
Finishes Quest Journal Entry
The Prophet has summoned me to the Harborage. I should go there at once.
Objective: Go to the Harborage
I arrived at the Harborage and should speak with the Prophet.
Objective: Talk to the Prophet
I should speak with the projection of Abnur Tharn.
Objective: Talk to Abnur Tharn
The Prophet has opened the way to Coldharbour and the Castle of the Worm. It is time to set out.
Objective: Enter Coldharbour
Abnur Tharn waits for me at my arrival point. I should talk to him.
Objective: Talk to Abnur
Lyris wants to have a word with me.
Objective: Talk to Lyris
We need to find a way into the Castle of the Worm. Lyris suggested we find someone who can help.
Objective Hint: I can talk to slaves in the town to get information on how to enter the castle safely.
Objective Hint: One of the slaves mentioned that Sir Cadwell, one of the Soul Shriven I met in my escape from Coldharbour, is here. I should find him.
Objective: Find a Way into the Castle
I found Cadwell, one of the Soul Shriven that helped me escape the Slave Pits. I should speak with him.
Objective: Talk to Cadwell
I must go to the castle cistern and meet Cadwell.
Objective: Go to the Cistern
Lyris and I entered the castle cistern. Cadwell is waiting for us. I should speak to him.
Objective: Talk to Cadwell
Cadwell needs to work on the steam pipes so we can advance through the castle's underworks. I should follow along and look after him.
Objective: Follow Cadwell
Cadwell finished tinkering with the pipes. I should talk to him before heading into the keep.
Objective: Talk to Cadwell
I should make my way up into the keep.
Objective: Enter the Keep
It appears that Abnur Tharn is in the castle somewhere. I should keep an eye out for him as I search for my soul.
Hidden Objective: Abnur Image Trigger
Objective: Enter the Tower of Bones
Abnur Tharn's projection is here. I should speak to him.
Objective: Talk to Abnur Tharn
I need to find usable parts from the atronachs and corpses in the tower.
Objective: Find Usable Atronach Parts: 0/4
I found serviceable atronach parts. I can now assemble the creature at the tower summit.
Objective: Deliver the Atronach Parts to the Laboratory
I can now invoke the ritual from the book on the pedestal.
Objective: Read from the Ritual Book
I need to wait for the flesh atronach to complete its task.
Objective: Wait for the Flesh Atronach
I need to get to Abnur Tharn before the Worm Cult catches on.
Objective: Find Abnur Tharn
Abnur Tharn is nearby. I should speak with him.
Objective: Talk to Abnur Tharn
Mannimarco has arrived to stop Abnur Tharn from giving me more information. I must defeat the necromancer.
Objective: Defeat Mannimarco
Abnur Tharn clawed his way out of the pit of darkness and his magic allowed me to strike down Mannimarco's projected form. I should speak to Abnur again.
Objective: Talk to Abnur Tharn
We must escape the castle before Mannimarco can reform and set his entire castle guard upon us.
Hidden Objective: Lyris Escape Commentary
Objective: Flee the Tower Summit
Cadwell is here and rendered assistance one last time. I need to talk to him.
Objective: Talk to Cadwell
Cadwell has unlocked the door and we can continue our escape.
Objective: Flee the Tower Summit
We fell into a pit beneath the castle. The Prophet should be waiting for us.
Objective: Traverse the Path of the Scorned
We reached the Prophet's portal. I should return to the Harborage.
Objective: Return to the Harborage
I should talk to Abnur and finish up with him.
Objective: Talk to Abnur Tharn
Lyris is having some kind of confrontation with Abnur.
Objective: Observe the Scene
I have learned that the Prophet is actually Varen Aquilarios. He and I need to have words.
Objective: Talk to Varen Aquilarios
Finishes quest☑ I need to finish talking to Varen Aquilarios in the Harborage.
Objective: Talk to Varen Aquilarios
* Any text displayed in angle brackets (e.g., <Alias=LocationHold>) is dynamically set by the game and will be filled in with the appropriate word(s) when seen in game.
  • Not all Journal Entries may appear in your journal; which entries appear and which entries do not depends on the manner in which the quest is done.
  • Stages are not always in order of progress. This is usually the case with quests that have multiple possible outcomes or quests where certain tasks may be done in any order. Some stages may therefore repeat objectives seen in other stages.