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Location The Moonless Walk, The Hollow City, The Endless Stair
Race Bosmer Gender Female
Reaction Friendly
Other Information
Faction(s) Shadow Walkers

Faraniel is a rebellious Bosmer member of the Shadow Walkers clan, found in the Moonless Walk. Unlike many of her clan, she has become sick of the senseless killing and desires to see the stars above Valenwood. She also has come to the conclusion that Molag Bal will never uphold his end of her clan's ancient pact.

As Faraniel has heard of your mission to stop the Planemeld, she will ask for your help to convince the Shadow Walkers to abandon their forest and their allegiance to the Daedric Prince, to fight alongside the Tamrielic invaders. If you instead choose to recruit the lamias, Faraniel can still be convinced to leave her clan, but only if you avoid killing any more Shadow Walkers.

Related Quests[edit]


Into the Woods[edit]

You can first find her looking through the remains of an abandoned camp.

Faraniel: "These swords … they must be a clue. Now where did those fools run off to.?"
<Faraniel disappears.>

As you follow the swords to more campsites, you will continue to encounter the Bosmer.

Faraniel: "These poor creatures. Just … slaughtered. Nothing ever changes."

You will get the opportunity to speak with her before she leaves again.

"By Y'ffre's hairy feet, you outsiders just keep showing up!"
I'm looking for my allies.
"You and everyone else in this forest, it seems. My clan has already declared your allies to be trespassers. You don't want to know what we do to trespassers.
The Shadow Walkers will catch them. They always do."
So they're going to kill them?
"Does a fuzzy newt-goat have seven toes? Don't look at me like that! It's a perfectly appropriate analogy.
Anyway, I hope I reach them before the hunters do. Otherwise, your allies don't stand a chance."
Why do you want to find them?
"Because I'm tired of seeing people get hurt. Things need to change around here.
We've already spent way too much time talking about fuzzy newt-goats. I really need to get moving."
How are you going to find them?
"Have you noticed the swords left near these campfires? I think your companions are trying to tell us something.
I'm going to keep looking for them. If I can reach them before the hunters, they might just get out of this forest alive."
Faraniel: "Keep your eyes open and your weapon ready. The shadows here are not your friend."

Once you catch up to her she can be found pounding on the chest of Captain Alphaury.

Faraniel: "You need to be alive. You have to be! I need you to help me.
<Faraniel then notices you.>
Faraniel: "I … I didn't do it. I swear. He was like this when I found him."

You can then ask her what happened and she will explain.

"This poor soldier. He didn't have to die. At least the Khajiit got away. How long can he manage to survive, though, I don't know. My clan can be very persistent."
Why is your clan hunting these soldiers?
"Because we made a stupid deal a long, long time ago. We became the guardians of this forest in exchange for power and immortality. But look at the cost!
Now the Shadow Walkers hunt anyone who dare sets foot in these woods."
I need to help the Khajiit.
"There might still be a way to save the other soldier, the Khajiit. But you need to trust me.
I won't oppose my clan directly. They're my family. But I can help you find your friend. I just want to make sure no one else gets hurt."
What do you want me to do?
"The Shadow Walkers use runners to search the forest. But you'll never see them. They become one with the shadows, all but invisible when the clan is on high alert.
There is a way to see the runners, though."
How can I see these invisible runners?
"You need to collect the bark of a spriggan. The bark's magic allows the creatures to—how should I put this—feel their way through the dark woods.
Infuse the bark with the wisps of light and you should be able to spot the runners."

Before you leave you can ask her some more questions, though she will be frustrated that you are wasting time.

I need to know more before I agree to this.
"Your friend is out there, being hunted by my people as we speak. If you have questions, ask them quickly so we can get back to the task at hand."
Tell me about your people.
"My clan is ancient. Older than you could even imagine.
Our Treemender tells stories of the before time. When we lived under the bright skies in the lush forests of Valenwood."
How did you wind up in Coldharbour?
"According to the stories, the Daedric Prince unleashed his fury upon Valenwood. Instead of fighting back, my ancestors decided to offer their allegiance to the Prince.
And here we are."
So your ancestors just gave up?
"Gave up? That's one way to look at it. Another way is to see a clan that wanted not only to survive, but to gain a significant advantage.
The Shadow Walkers love power. In exchange for servitude, we were promised power over our enemies."
But you're different?
"I explained this to you already. I'm tired of darkness and false promises. Molag Bal gave us power, but he keeps us trapped here. What good is power if we're stuck in this realm forever?
I want to see clear skies and stars in the night."

Once you have collected enough spriggan bark, you can return to Faraniel.

"Did you get the bark? We don't have much time left."
Here's the spriggan bark.
"Just scrape a bit off the top and… there. An old trick I learned living so long in this dreadful place. My friends thought it was funny to hide from me, so I'd use this to see them.
It also has an interesting side effect."
Side effect?
"While it allows you to see anyone hiding in the shadow realm, it also masks your presence from them. I've used this method to avoid patrols and sneak out of the forest. It really works!
But remember. The effect is temporary. It doesn't last long."
So how does this work?
"Touch the bark to a wisp of light and then cross the bridge. The runners are searching for the remaining soldier. When you spot a runner, follow him. He should lead you right to your friend.
And if the effect runs out, just touch another wisp!"

After you have followed a runner to Sergeant Kamu alongside a lamia who is protecting him. After they escape the Shadow Walkers, you can find Faraniel arguing with the lamia—Tzik'nith, over who can protect the Khajiit.

Tzik'nith: "I will help the Khajiit, Elf! I know the best way into the tower!"
Faraniel "Don't be ridiculous, snake! The Khajiit needs expert help, and that means I'm going to provide it."

If you speak with her then, she will say, "The lamia needs to calm down and back off. I can provide more help to the Khajiit than she can."

Once you have spoken with Kamu, you will need to decide who you want on your side, the Lamia or the Shadow Walker. You can speak with Faraniel to see what she has to say.

"I know you can't forgive my clan for what it's done, but they adhere to an ancient promise that will never come to pass.
I could help you, though. No one knows that tower better than I do. But I need to ask for your help in return. It's important."
What do you need my help for?
"You have to help me convince my clan to break this ages-old agreement! We've guarded these woods and that cursed tower, assuming that one day Molag Bal would reward us and let us return to Valenwood.
But that's never going to happen."
How can I change the minds of the Shadow Walkers.
"Like me, you've been outside this forest. You know about Molag Bal's plan. You know about the Planemeld.
You have to tell them that our agreement is worthless. How can we ever return to Nirn if Molag Bal destroys it?"
What about the lamia and her people?
"Those monsters? We've been at war with them for ages. My people will never listen to you if you take their side.
The Shadow Walkers are powerful. We would be of great help to you. But only if you aid me and convince my people."
Why should I help you and not the lamia?
"You've seen my people fight. We're trained to kill. It's what we do.
Maybe … maybe if you can show them that Molag Bal has been using us, lying to us, maybe they'll see his treachery for what it is and join your cause."
Very well, I'll help you.

"I knew you would help me! I'll show you how to get into the tower, but first you need to convince my people to end their service to Molag Bal.
And to do that, you have to prove yourself to my clan."

I need to talk to the lamia first.

(Ends the conversation.)

The Shadow's Embrace[edit]

If you agree to help Faraniel and gain the assistance of the Shadow Walkers, she will immediately go into what must be done to be able to meet with the Council.

"In order to help my people, you're probably going to have to do some things you may not like.
You need to accomplish a deed of honor before they'll even let you near them. Otherwise, you'll be greeted by a hail of arrows."
A deed of honor?
"I don't want to get into details with the lamia standing nearby. Meet me at the bridge to the east of here. We'll talk there.
Just be careful. Any other lamias you meet won't be as friendly as Tzik'nith."
I'll meet you at the bridge.

Once at the bridge, she will explain what you need to do.

"To really make an impression, you need to hurt the lamias. Kill them, burn their eggs, and defeat their champion. Even our strongest warriors haven't been able to accomplish that!
Do these things and that should be enough to get you an audience."
All right, I'll kill lamias, burn their eggs, and defeat their champion.
"The Shadow Walkers are always watching. If they see you inflicting pain and suffering on the lamias, they'll take notice.
Cause enough chaos and defeat the lamia champion. That should make my clan invite you in with open arms!"
[verification needed — verify this line is correct. Took it from lang file.]
[Persuade] It sounds like just defeating the lamia champion should be sufficient.
"Maybe. That's certainly more than any of my people have been able to do.
It won't be easy, though. She's a powerful old snake! Her cave is at the highest point in the lamia camp."

Speaking to her again if you accepted the task of burning the eggs:

"Go on. Head over to the bridge. I'll send Tzik'nith on her way. Hopefully, she won't get suspicious and alert her sisters about all this."

Before the meeting with the Bosmer council:

"Dealing with the council can be tricky. It's a collection of individuals, each with his or her own idiosyncrasies.
They are devoted to Molag Bal and our oath of servitude. It won't be easy to convince them to break those ancient promises."
So there's a good chance that I'm going to fail?
"You can't fail. You just can't. Were the Shadow Walkers down here helpful? Do you need to talk to them again?
When you're ready, just use the portal behind me. Present a good argument and make it count."

Returning from the Council's chambers:

"You're back! Tell me everything! Did it go well? Were you able to convince them?"
I spoke to each of the elders. They're discussing what to do.
"Of course they are. That's what the council does. Sometimes I think that's all they ever do.
But do you think they're going to help you?"
I did my best. We'll see.
"Of course you did. I know you did. Now we just have to wait.
Ah, someone's stepping through the portal now. Here comes the council."
I told some jokes, made threatening remarks, and turned on the charm. Piece of cake!
"Really? You're not serious are you? Oh, may the spirits guide me through this dark hour.
Well, we're about to find out what they thought. Here comes my father now."

After you hear the council's decision, you can speak with her. Faraniel's reaction depends on their decision. [verification needed — these were taken straight from the lang file and lack complete context.]

If they agreed:

"Yes! You did it. You really did it. I've tried for so long to convince them, and now we can finally leave this wretched place. I can look upon a real sky!
What did my father tell you to do?"
"When the council finally makes a decision, they act with speed and certainty. I suggest you head for the door to the ruined passage as quickly as you can.
I'm going to talk to my father. I want to be a part of the group we send to help you!"

If your appeal to the council failed:

"No! How could this happen? I can't believe they didn't listen to you. How could they be so foolish?
But I'm not giving up. I refuse to let it end like this!"
"Take this key and head northwest. Look for the ruined passage. It leads to the tower.
Do what you need to do and maybe, despite themselves, my people will get the help they deserve."
"Exile, death—anything is better than continuing like this!
But understand how grateful I am that you tried to help me. No one else has ever listened to me before. I appreciate it. Now go!"

may be missing dialogue

An Unusual Circumstance[edit]

If you agreed to help the Lamias instead, Faraniel will ask you to speak with her before you leave.

Faraniel: "Wait, outsider, a moment of your time."

You can either ignore her or see what she has to say.

"I get it. My people killed one of your own. They aren't evil, though.
You have to understand. We signed a pact to protect this forest. The Shadow Walkers believe that if they fail to honor that agreement, we're all doomed."
They tried to kill me, too.
"Well, yes. I can't argue with that. I understand why you would want to side with these creatures. I also know you need to get their eggs back.
But my people don't need to die while you do it. Recover the eggs, but don't hurt my people."
You're asking for a lot.
"I'm not asking for anything you can't do.
And I'll go with you when you're done! To help! I've been planning to leave anyway, so now's as good a time as any. You can use me. Just … don't kill any Shadow Walkers. Please."
And how do I get into a camp full of Wood Elves without killing any of them?
"The Shadow Walkers watch the forest, but they're too confident. They leave our camps practically undefended. You could sneak in, get the eggs, and get out.
You can do it. I know you can! Please, just consider what I'm asking."
Faraniel in the Hollow City

After speaking with her, you have the option of avoiding killing any more Shadow Walkers. If you agree, she will leave her clan and help you later.

The Hollow City[edit]

Depending on previous choices, you can find her in the Hollow City. If you managed to convince the Shadow Walker Clan to help, she can be sitting near the water with her fellow bosmer.

"Everything is so beautiful here. I never thought I'd see anything like it.
I think my people are starting to understand how important this decision really was. For all of us."

If you sided with the Lamia but refrained from killing any more Shadow Walkers, Faraniel will be on the bridge, looking out over the water.

"Thank you for not slaughtering my people back in the forest.
I've decided that I can no longer live like I was. I'm going to join you in your fight. I'm going to get back to Tamriel."

Faraniel will attend the War Council meeting at the Chapel of Light if she is in the city at the time and she will be excited.

"This is so exciting! My first council meeting! At least, my first that didn't involve Wood Elves and a dark forest."

The Endless Stair[edit]

Faraniel will be one of those gathered at the portal entrance to the Labyrinth after you have captured the Reaver Citadel.

"When I left the forest, I thought I was going to be alone in a new world. But everyone here … it feels like I'm with family again.
You're all stuck with me now. I'm not leaving until we finish this."
[verification needed — is her dialogue different if you sided with shadow walkers]

Once you have been given your orders, you can talk with Faraniel.

"Well? I see you asking the rest of these daintyfoots for help, but you took your time getting to me.
What am I? Too short for your precious army?"
Are you sure you're ready for this?
"I've spent my entire life trying to get to this point. Escaping that forest and claiming my freedom—it's something I'm willing to fight for.
And I'll keep fighting for it until I'm standing in Valenwood."
Will you join me?
"My bow's already been promised to the Fighters Guild for the initial assault.
If we can take a secure location inside, I'll try to catch up with you. Don't worry. I'll step out of the shadows when you need me."

The Final Assault[edit]

Fighting on the Endless Stair.

As you head towards the Planar Vortex portal, you will be ambushed by Daedra. Faraniel will appear alongside your allies; either her fellow Shadow Walkers or Lamias. If you are helped by Shadow Walkers, she will say:

Faraniel: "(?)"

However, if you allied with the Lamia she will instead say:

Faraniel: "I decided to you could use my help, after all! And Tzik'nith sends her regards!"

Once you enter the Planar Vortex portal, Faraniel may be one of the allies that arrive there. You have the opportunity to talk with her for a final time before beginning the final phase.

"If we had known this was happening, maybe my people could have stopped it. Valenwood is part of Nirn, after all.
But that's probably just wishful thinking."
Are you sure you're ready for this?
"I've spent my life hiding in a dark forest. I've never seen the sky over Valenwood, or felt real rainwater on my skin. Molag Bal lied to us, and I'll never forgive him for that.
I'm proud to be a part of all this."
We may not survive this battle.
"It's better to die fighting for what you believe in, than to die fat and content. I read that in a book. It wasn't a good book, but the phrase stuck with me."
That's a good sentiment.
"And I believe it, too. You showed me that there was more to life than that dark forest. You gave me hope.
For that, I'll fight at your side 'til this ends. One way or another."
Let's try not to die, how about that?
"I agree with you wholeheartedly on that!
Inspiring quotes are nice and all, but living to tell our own tale is so much better."
You're all alone now. What will you do when this is all done?
"Find a new home. See the world that I've only heard stories about.
You don't have to worry about me. I'll be fine. This is the moment I've waited for my whole life. Now let's fight for it."