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(RefID: 00020545)
(lore page)
Home City Riften
Race Nord Gender Male
Level PC×1 (range=10-50) Class Thief
RefID 00020545 BaseID 0001B07D
Other Information
Health 125+(PC-1)×8.3
Magicka 50
Stamina 100+(PC-1)×6.7
Primary Skills Light Armor, Sneak, Archery, One-handed
Perks Bladesman (rank 1); Dual Flurry (rank 1); Fighting Stance; Hack and Slash (rank 1); Savage Strike; Stealth (rank 5)
Class Details CombatThief
Morality No Crime Aggression Unaggressive
Essential Yes
Voice Type Unique
Faction(s) CrimeFactionThievesGuild; FavorExcludedFaction; Riften Ragged Flagon Faction; Riften Thieves Guild Headquarters Faction; ThievesGuildFaction 0(Agent)

Brynjolf is a Nord thief, and a member of the Thieves Guild in Riften. He is initially found at a market stall in the center of Riften selling mysterious red elixirs, although he will usually approach you and inform you that he knows you didn't make all of your money legally (or if you don't have much gold on you, will offer you a way to make some). He has a rivalry with fellow merchant Madesi, who doubts Brynjolf's potions are real. Brynjolf will task you with stealing Madesi's ring as an initiation for joining the Thieves Guild. Once you join the Guild, he will move to the guild hall in Riften's Ratway.

Brynjolf will later become a temporary follower, along with Karliah, when hunting for Mercer Frey during the Thieves Guild quest Blindsighted.

Brynjolf wears fine boots, fine clothes, and the Amulet of Articulation, and he carries two daggers and some gold.

Related Quests[edit]

Combat Dialogue[edit]

Condition Dialogue
Detecting an enemy "Come out and face me, you coward!" "I can smell your fear."
Spotting an enemy "Finally! Let's end this." "There you are!"
Taunting an enemy "My blade thirsts for your blood!" "Come on. Show me you've got what it takes!"
"You just made the last mistake of your life!"
Losing sight of an enemy "Oh come now, resorting to petty tricks are we?"
Defeating an enemy "I think they got the message." "Damn, just as I was getting warmed up."
"I hardly felt a thing." "And that's why I'm the best."
"That's what happens when you cross the Guild."

Quest-Related Events[edit]

A Cornered Rat[edit]

If you happen to be looking for Esbern, who you've found out to be living in Riften during Diplomatic Immunity, you can choose to ignore his observation of your wealth and tell him you're looking for someone hiding out in the city, after which he'll eagerly continue:

Actually, I'm looking for this old guy hiding out in Riften.
"Expecting free information, eh? Help me deal with business first, then we'll see how I can help you. Besides, you look like your pockets are a little light on coin, am I right?"
Let me find him first. Dragons are bad for business. (Persuade)
"Aye, you've got a point there. Your guy's hiding out in the Ratway Warrens and paying us good coin for nobody to know about it. Well, until now that is. Tell you what. Go ahead and deal with your business for now. When you're done, find me and we'll deal with mine."
Hold on - I just wanted some information.
"And I'm busy. You help me out, and I'll help you out. That's just how it is."

If you have already completed A Chance Arrangement:

I'm looking for an old guy, probably hiding out in the Ratway.
"Yeah. I bet I know your guy. He's hiding out in the Ratway Warrens. Paying us good coin for nobody to know about it."

A Chance Arrangement[edit]

SR-achievement-Taking Care of Business.png

If you spent a little time in Riften, you're bound to bump into Brynjolf, who is likely looking for more recruits to help out the declining Thieves Guild. As a thief, he has an eye for wealth, and will comment on yours when he sees you. If you're carrying 500 gold coins or more, he will assume:

"Never done an honest day's work in your life for all that coin you're carrying, eh lad/lass?".

However, if you're unfortunate enough to carry less than that, he will deduce:

"Running a little light in the pockets, lad/lass?".

Either way:

I'm sorry, what?
"I'm saying you've got the coin but you didn't earn a septim of it honestly. I can tell." / "Your pockets... they're a little low on coin. I can tell."
How could you possibly know that?
"It's all about sizing up your mark, lad/lass. The way they walk, what they're wearing. It's a dead giveaway."
What do you mean?
"Look how you sniffed out my little scheme at the North Gate. You knew it was a shakedown and you called him on it. That's what I'm talking about."
You seem to be well acquainted with wealth.
"Wealth is my business. Help me out and I can add to yours. Would you like a taste?",
My wealth is none of your business.
"Oh, but that's where you're wrong, lad/lass. Wealth is my business. Maybe you'd like a taste?"

Either option will then lead to:

Break the law? Are you kidding?
"Sorry... I usually have a nose for this kind of thing. Never mind then, lad/lass. If you change your mind, come find me."
What do you have in mind?
"I've got a bit of an errand to perform, but I need an extra pair of hands. And in my line of work, extra hands are well-paid."
What do I have to do?
"Simple... I'm going to cause a distraction and you're going to steal Madesi's silver ring from a strongbox under his stand. Once you have it, I want you to place it in Brand-Shei's pocket without him noticing."
Why plant the ring on Brand-Shei?
"There's someone that wants to see him put out of business permanently. That's all you need to know. Now, you tell me when you're ready and we'll get started."

If you're in the Bee and Barb, he'll add when you can start instead:

"There's someone that wants to see him put out of business permanently. That's all you need to know. I'll be out in the market all day, from eight in the morning until eight in the evening. Meet me then if you've still got the stomach for it."

Should you leave the conversation at any point:

"I can take a hint, lad/lass. You want to make some coin, come find me."

Should you have refused his offer, he will ask you on seeing you:

"Changed your mind I hope?"

Speaking to him after refusing:

"Glad to see you finally came to to your senses. Ready to make some coin?", after which you can ask him what he wants you to do, as above, or you can refuse again, annoying him:
"You're trying my patience, lad/lass."

Speaking to him again:

"What wasn't I clear about?"
Why are we doing this to Brand-Shei?
"We've been contracted to make sure Brand-Shei remembers not to meddle in affairs that aren't his own. Now, since we're not the Dark Brotherhood, we're not going to kill him, we're just going to make sure he sits in the prisons for a few days."
How am I supposed to do all of this?
"Do you want me to hold your hand as well? You're going to have to sneak over to Madesi's stall and use your lockpick on the strongbox. Then when you have the ring, you pickpocket Brand-Shei and leave it behind."
I'm ready. Let's get this started.
"Good. Wait until I start the distraction and then show me what you're made of."
So the guard at the North Gate was your man?
"Aye, that he was. And you sniffed him out because he broke one of the cardinal rules of our business... he got greedy. He was told to run the scam on merchants, but he smelled the gold on you and his judgment went out the window."

He will add, depending on how you dealt with the guard, either:

"Actually, I admire how you handled the situation. You kept your cool and you didn't kill him. That's the mark of a professional thief."
"Killing him was a bit... impulsive. A true professional would have kept his cool and dealt with it a different way, but I'll let it go."

When you approach him at the market, he'll be ready to do his part of the plan:

"Okay lad/lass, ready to make some coin?"

At that point, he'll start making a scene, catching the attention of Brand-Shei, Madesi, Grelka, and other spectators happening to pass by, who will gather around Brynjolf as he promotes his special wares:

Brynjolf has a knack for drawing attention

Brynjolf: "Everyone! Everyone! Gather 'round! I have something amazing to show you that demands your attention!"

While everyone is gathering, he'll randomly say one of these lines over time:

"Gather 'round all!"
"No pushing, no shoving. Plenty of room!"
"This way everyone! Over here!"
"You need to hear this!"
Brand-Shei: "Come on, Brynjolf... what is it this time?"
Brynjolf: "Patience, Brand-Shei. This is a rare opportunity, and I wouldn't want you to get left out."
Madesi: "That's what you said about the Wisp Essence and it turned out to be crushed nirnroot mixed with water!"
Brynjolf: "That was a simple misunderstanding, but this item is the real thing. Lads and lasses I give you, Falmerblood Elixir!"
Brand-Shei: "Oh come on, are you talking about the Snow Elves?"
Brynjolf: "The one and only. Mystical beings who live in legends and were masters of great magic. Imagine the power that coursed through their veins!"
Madesi: "How did you get that, then? No one's seen them in years!"
Brynjolf: "My sources must remain a secret for their own protection but I can promise that the contents are genuine. One sip of the elixir and your wishes will be granted. Great wealth, everlasting life or perhaps limitless power could be yours!"
Brand-Shei: "How much does it cost?"
Brynjolf: "Only twenty gold septims! Hurry before my supply is gone."

Madesi will then say one of the following lines:

"He has to be lying!" "Twenty coins? No one has that much." "He gives other merchants a bad name."
"Don't listen to him, he's making this up." "Why would you even listen to him?" "This is ridiculous."

In turn, Brand-Shei will utter one of the following lines:

"I dunno, sounds like I should try it." "What if he's right? Maybe I'll buy one." "I could get rich and stop selling these trinkets."
"This is just what I need right now." "I can't afford to get one, but can I afford not to?" "That Wisp Essence didn't help, but maybe this will."

Brynjolf will utter one of the following lines over time to keep the distraction going:

"Grow back that missing limb!" "See into other people's thoughts!" "Learn a library's worth of knowledge in moments!"
"Wield powerful magic incantations!" "Live for thousands of years!" "Who knows what powers the elixir will unlock!"
"Please hurry, I have only a few bottles left!" "Only twenty septims a bottle!"'

Should you talk to Brynjolf at this point, he'll utter one of the following lines:

"Oh, excuse me, milord/milady. I'll be glad to sell you an elixir after I'm done with these fine people." "When I'm done here, I'd be more than happy to sell you an elixir." "Please, please... hold all your questions until after I've finished!"

When you've completed your end of the bargain, or have taken too long, Brynjolf will notice and end the distraction:

Brynjolf: "Well, I see that my time is up. Come back tomorrow if you wish to buy."
Madesi: "What a waste of time."
Brand-Shei: "Damn. I knew I shouldn't have waited."

When you approach him at this point, his greeting will depend on how you've fared. If you got caught and arrested by the guards, he'll be disappointed: "I guess I expected too much from you. I didn't think you'd get pinched." If you left the scene or took too long to finish up, he'll ask you: "Just how long did you expect me to keep those people distracted? I had to let the whole plan fall through. Well, at least you didn't do anything stupid. Next time, when you're given a job, don't wander off or take your sweet time." If you've made things rough and ended up killing someone, he'll scold you: "Are you daft? This isn't the Dark Brotherhood! We don't go around murdering anyone, ever. It just isn't how things are done." If you've managed to lose the ring, he'll be a bit annoyed: "Lost it? Well, at least you showed signs of initiative by telling me." In any case, he'll add: "I guess I shouldn't be surprised. Nothing around here has been going well lately." If you've been successful however, he'll be pleased: "Looks like I chose the right person for the job.", followed by your payment: "And here you go... your payment, just as I promised. The way things have been going around here, it's a relief that our plan went off without a hitch."

When you end up asking him what's been going on, he'll tell you: "Bah. My organization's been having a run of bad luck, but I suppose that's just how it goes.", followed by either :"But never mind that, even though you fouled up the job I still think you've got that spark I'm looking for. There's plenty of gold out there for the taking... if you're up to the challenge." or "But never mind that, you did the job and you did it well. Best of all, there's more where that came from... if you think you can handle it." If you tell him that you're not sure about it, he'll be somewhat annoyed: "Look, I'll make this simple for you. The group I represent has its home in the Ratway beneath Riften... a tavern called the Ragged Flagon." If you reject his offer and tell him what you did was wrong, he'll still try to convince you: "Arrogant, eh? Play it however you want, but listen up. The group I represent [...] the Ragged Flagon. When you come to your senses, find me there and we'll discuss your future." If you tell him you can handle it, however, he'll be content: "All right, then. Let's put that to the test. The group I represent [...] the Ragged Flagon. Get there in one piece and we'll see if you've really got what it takes." When he's told you where you are to meet him, he'll head down to the Ragged Flagon awaiting your arrival. If you manage to speak to him before he leaves, you can ask him how to find the Ratway, which will annoy him greatly: "If I have to hold your hand through everything, maybe you aren't cut out for this kind of work. It's under your feet, lad/lass. Just follow the smell." If you ask why you can't talk out in the open instead, he'll explain: "The walls have ears and you're being tested, lad/lass. We'll talk in the Ragged Flagon."

Taking Care of Business[edit]

"Well what do you call that then!"

Taking Care of Business is initiated after Brynjolf has told you to meet him in the Ragged Flagon. When you've found your way into the Ragged Flagon, you'll see Brynjolf trying to convince his guildmates Vekel and Dirge that he's found the person to help the guild back on its feet:

Vekel: "Give it up, Brynjolf... those days are over."
Brynjolf: "I'm telling you, this one is different..."
Dirge: "We've all heard that one before, Bryn! Quit kidding yourself."
Vekel: "It's time to face the truth, old friend. You, Vex, Mercer... you're all part of a dying breed. Things are changing!
(Brynjolf turns to you)
Brynjolf: "Dying breed, eh? Well what do you call that then!"

He'll greet you with:

"Well, well... color me impressed, lad/lass. I wasn't certain I'd ever see you again!"
Getting here was easy.
"Reliable and headstrong? You're turning out to be quite the prize! So... now that I've whetted your appetite with our little scheme at the market, how about handling a few deadbeats for me?"
I almost got killed.
"No risk, no reward. That's the way it goes, so you better get used to it. Now... if you're done bellyaching like a child, how about handling a few deadbeats for me?"
Don't know why I bothered. This place is a mess.
"If you were expecting a palace, then maybe you're not cut out for this kind of work. Our methods involve secrecy and discretion. Now… if you're done bellyaching like a child, how about handling a few deadbeats for me?"

All three options lead to:

Deadbeats? What'd they do?
"They owe our organization some serious coin and they've decided not to pay. I want you to explain to them the error of their ways."
Sounds good. Who are they?
"Keerava, Bersi Honey-Hand and Haelga. Do this right, and I can promise you a permanent place in our organization."
How did you want me to handle it?
"Honestly, the debt is secondary here. What's more important is that you get the message across that we aren't to be ignored. A word of warning though... I don't want any of them killed. Bad for business."
Consider it done.
"Good. If you need any details on your marks, I'll be here. Now get going."
Will I get a cut?
"Of course you'll get a cut. We take care of our own. Now if you need any details on your marks, I'll be here. Get going."

In any case, he'll end the conversation with:

"I'll be here when you're done.".

At this point you can ask him for background information on your targets. When you greet him he'll ask:

"Have anything for us yet?" As long as you haven't got the money ready from all three of the targets, he'll grant the following on each:
Bersi Honey-Hand
Any help with Bersi? "He's as pig-headed a man as you'll ever find. The key is that ugly dwarven urn in his shop. Smash that thing to bits and he'll change his attitude."
I have Bersi's Payment. "I wasn't sure that he'd see the light, but I'm sure you "explained" it to him. Well done!"
Any tips about Keerava? "Keerava's stubborn, but she's got a soft spot for family. Talk to Talen-Jei at the Bee and Barb and see if you can get something out of him. They're... well acquainted if you catch my meaning."
Keerava's payment return dialogue does not appear in-game to due a bug.
What's Haelga's story? "Haelga is a devout follower of Dibella and dotes over the statue to the Divine that she keeps at the Bunkhouse. Use it as leverage and she'll cave."
Got Haelga's payment here. "She's as stubborn as she is beautiful, isn't she? Glad you found a way to get her to pay."

Once you have collected all three payments without killing anyone:

"So, job's done and you even brought the gold. Best of all you did it clean. I like that. Dumping bodies and keeping the guards quiet can be expensive."
Here's what they owed us.
"Well done. And it would seem I owe you something in return. Here you go, I think you'll find these quite useful."
What's next, then?
"Judging from how well you handled those shopkeepers, I'd say you've done more than simply prove yourself. We need people like you in our outfit."

If you killed anyone:

"Are you daft? I told you not kill any of them. How much clearer do you need me to be? How about the gold? Did you remember to bring it or is that too difficult an instruction as well."
Here's what they owed us.
"I suppose it's not a total loss then. Let me give you a piece of advice. If you want to make some serious coin in this business you need to listen to rules. Now, on to other things."
What's next, then?
"Despite your mistakes, I see more potential in you than half the snot-nosed footpads that stumble their way into the Flagon. I'm going to put my neck on the line. We need people like you in our outfit."

Either way you will continue with:

If there's more gold where that came from, I'm in.
"That's the spirit! Larceny's in your blood... the telltale sign of a practiced thief. I think you'll do more than just fit in around here."
Before we go, I have to ask...
"What's on your mind?"
Word is your outfit isn't doing well. True?
"We've run into a rough patch lately, but it's nothing to be concerned about. Tell you what. You keep making us coin and I'll worry about everything else. Fair enough?"
Fair enough.
"Now if there are no more questions, how about following me and I'll show you what we're all about."

If you try to speak to him as he leads you:

"Let me show you the operation, then you can ask your questions."
"It's just this way. Keep following me."
"Keep following, it isn't far."

Brynjolf will walk up to Mercer and begin to speak:

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."

Loud and Clear[edit]

"Welcome to the family, lad. I'm expecting you to make us a lot of coin, so don't disappoint me."
So how do I get my cut of the spoils?
"Simple. Do as you're told and keep your blade clean. We can't turn a profit by killing. You should talk with Delvin Mallory and Vex. They know their way around this place and they'll be able to kick some extra jobs your way. Oh, and talk to Tonilia in the Flagon... she'll set you up with your new armor."
Tell me about the Goldenglow job.
"Goldenglow Estate is a bee farm; they raise the wretched little things for honey. It's owned by some smart-mouth wood elf named Aringoth. We need you to teach him a lesson by burning down three of the estate's hives and clearing out the safe in the main house."
What's the catch?
"The catch is that you can't burn the whole place to the ground. That important client Mercer mentioned would be furious if you did."
Who cares, we're the Thieves Guild.
"That's not how things work around here. The Guild depends on an arrangement of influential people to keep things running smoothly."
Makes sense.
"Aye, the last thing we want to be doing is crossing our clients."
What's so important about these clients?
"The Guild depends on an arrangement of influential people to keep things running smoothly."

All lead to:

What should I do about Aringoth?
"Maven prefers that Aringoth remains alive, but if he tries to stop you from getting the job done, kill him. The Guild has a lot riding on this. Don't make me look foolish by mucking it up."
I need more details about Goldenglow.
"Goldenglow Estate brought in a mountain of gold for the Guild. You could almost call it our sweetest deal. Then out of the clear blue, Aringoth stops sending us our cut. Mercer was... well, angry to put it kindly. So we send in Vex and find out he's hired a bunch of mercenaries to guard the place."
Mercenaries? Not Riften guards?
"Aye. Aringoth sent the city guard packing and fortified the entire island. In fact, Vex barely made it out of there alive. You should talk to her about it before you go."
How do I destroy the bee hives?
"They're built like small fortresses to resist the weather, but their one weakness is flame. Besides, nothing tells the people of Riften we mean business better than a huge column of smoke."
Why not level the entire estate?
"I'll give you one good reason. Maven Black-Briar. Burn all the hives and she'd have to import honey for Black-Briar Meadery which would cut into her profits."
Maven Black-Briar is the influential client?
"We had an arrangement with Maven. We kept an eye on Goldenglow Estate to make sure the honey kept flowing. If the workers had a dispute, we'd rough them up. If competitors tried to buy honey from Aringoth, we'd steal the shipments. In return, Maven allowed us to extort Aringoth and bring in a huge payout."
So, how dangerous is it to cross her?
"Let me put it to you this way. Nothing happens in Riften without Maven's consent. One word from her and you could spend the rest of the fourth era in prison."

If you walk away from him mid-conversation he will say:

"Hey, I'm not done talking to you yet. Come back here!"

When ending conversation:

"You watch yourself on that island. Those mercenaries don't take prisoners."

Returning to him after destroying three bee hives and robbing the safe:

"Word on the street is Goldenglow's been hit. Good job, lad/lass."
Yes, and here's what was in the safe.
"Let me take a look at what you found. Aringoth sold Goldenglow? What's that idiot thinking? He has no idea the extent of Maven's fury when she's been cut out of a deal, but I'm certain he'll find out. If only this parchment had the buyer's name instead of this odd symbol. Any idea what that might be?"

If you destroyed more than three bee hives:

"You've made a mess of things and Maven's furious. I told you not to burn more than three of the hives! I've smoothed things over with her for now, but you can forget your cut."
Sorry. Here's what was in the safe.
"At least you remembered one of the things I asked. Let me see that. Aringoth sold Goldenglow? What's that idiot thinking? He has no idea the extent of Maven's fury when she's been cut out of a deal, but I'm certain he'll find out. If only the parchment had the buyer's name instead of this odd symbol. Any idea what that might be?"

Either will lead to:

No idea.
"Blast. Well, I'll check my sources and speak to Mercer. But for now, you're off to speak to Maven Black-Briar. She asked for you by name."
Good, it's about time I met her.
"Don't sound so eager, it's not a social visit. It's business."
I thought I did the job like you asked...?
"Oh, no. Nothing like that. You're calling on her for business."
Sure, but will I come out of there alive?
"Ha ha. If it was like that she wouldn't be asking for you, she'd be calling on the Dark Brotherhood. It's just business."

All three options lead to:

What does Maven want from me?
"That's between you and Maven and I prefer to keep it that way. Don't worry about it. Maven's business dealings usually involve quite a bit of gold for her people."
Speaking of which...
"Of course... your pay. Haha! You're smart as a whip, lad/lass. Keep doing right by us and there's plenty more where that came from."

Dampened Spirits[edit]

"Word on the street is that poor Sabjorn has found himself in Whiterun's prison. How unfortunate for him."
Yet very fortunate for Maven.
"Exactly! Now you're beginning to see how our little system works. Maven sent word that you discovered something else while you were out there. Something important to the Guild?"
The same symbol from Goldenglow was involved.
"Then this is beyond coincidence. First Aringoth and now Sabjorn. Someone's trying to take us down by driving a wedge between Maven and the Guild."
Is there anything we can do?
"Mercer thinks he knows a way to identify this new thorn in our side. He wants to meet with you right away. And if I were you I'd hurry. I've never seen him this angry before."

If you attempt to speak to him again:

"No time for idle chatter. Mercer is awaiting your presence."

Scoundrel's Folly[edit]

Brynjolf can optionally be spoken to during this quest for more information:

"I can't believe Gulum-Ei's mixed up in all this; that Argonian couldn't find his tail with both hands. Don't get me wrong, he could scam a beggar out of his last septim... but he's no mastermind."
Think he'll give me trouble?
"Trouble? He's one of the most stubborn lizards I've ever met! You have your work cut out for you."
So how do I get him to talk?
"You're going to have to buy him off; it's the only way to get his attention. If that fails, follow him and see what he's up to. If I know Gulum-Ei, he's in way over his head and you'll be able to use it as leverage."
Betrayal or not, I'll let him live.
"I'm glad to see you're embracing our methods. It would be a waste to lose a contact at the East Empire Company before we had the entire story. Just keep on Gulum-Ei's tail and he's bound to step into something he can't scrape off his boot."
He's going to owe us for this betrayal.
"Aye, he does indeed... and with his fingers in the East Empire Company's pie, we'll make good use of that debt. If I'm not being clear enough, that means we don't want him killed. For now, just keep on his tail and he's bound to step into something he can't scrape off his boot."
If he's betrayed us, I'll kill him.
"No, no. Mercer wants him alive, for now. Stubborn or not, he's the only contact we've got at the East Empire Company. Just keep on his tail and he's bound to step into something he can't scrape off his boot."
If I get information from Gulum-Ei, what then?
"Just head right back to the Guild and get the information to Mercer. Nothing else is more important. If you discover Gulum-Ei's holding out on us and has more loot stashed away than he claims, we'd find that information quite valuable as well."
How is Gulum-Ei an asset to the Guild?
"Gulum-Ei works in the East Empire Company Warehouse. He helps maintain all of the shipments of goods that goes in and out of Solitude. That means he has the pick of the litter from some of the finest goods to grace Skyrim's shores. He isn't exactly in the Guild, but he pays us a cut of all the stuff he lifts from the warehouse."
You think Gulum-Ei will give me trouble?
"There are thieves and then there is Gulum-Ei. No honor, no code at all. He'd shake your hand and stab you in the back at the same time. The cut he's supposed to provide the Guild has dwindled as of late. He says pickings in the Warehouse are slim, but I'm certain he's lying. Keep your eyes on him, he's quite crafty."
East Empire Company? Who are they?
"A mercantile group that has established ports all over Tamriel. They pretty much dominate the whole shipping industry. The Emperor himself supposedly backs them, which means they have fairly unlimited resources... so don't get their feathers in a ruffle."

Ending conversation:

"Good luck in Solitude. Keep Gulum-Ei alive, but remind him who we are."

The Pursuit[edit]

When you enter the Cistern, you will be immediately confronted by a hostile Brynjolf, Delvin, and Vex. Brynjolf will initiate the conversation first by making accusations towards Karliah:

"Please, lower your weapons so we can speak. I have proof that you've all been misled!"

Brynjolf: "You better have a damn good reason to be here with that murderer."
Karliah: "Please, lower your weapons so 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's journal. I think you'll find its contents disturbing."
Brynjolf: "Let me see. No, 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 [sic]."

At this point, all four thieves will start to make their way towards the guild's vault to confirm what was written in Gallus' journal:

"He didn't need to pick the lock."

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 is 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."

After the extent of Mercer's betrayal is known, Brynjolf will want to speak with you privately about Karliah:

"Look, before I have you help track Mercer down I need to know what you learned from Karliah. I mean everything."
Mercer killed Gallus, not Karliah.
"Aye. I feared that was the case. From that last entry in Gallus's diary, it looks like he was getting close to exposing Mercer to the Guild. Anything else?"
Gallus, Karliah and Mercer were Nightingales.
"What? Nightingales? But, I always assumed they were just a tale...a way to keep the young footpads in line. Was there anything else she told you?"
Karliah was behind Goldenglow and Honningbrew.
"Trying to make Mercer look bad in front of Maven, eh? Clever lass. Was there anything else?"
No, that's it.
"Then I have an important task for you. I need you to break into Mercer's home and search for anything that could tell us where he's gone."
He has a house in Riften?
"Aye. A gift from the Black-Briars after they kicked the previous family called Riftweald Manor. He never stays there, just pays for the upkeep on it. Hired some lout by the name of Vald to guard the place."
I'll take care of it.
"Be careful, lad/lass. This is the last place in Skyrim I'd ever want to send you. Just find a way in, get the information and leave. And you have permission to kill anyone that stands in your way."

From here you have a number of dialogue options to gain more information on Mercer and his house:

Your Dialogue Brynjolf's Dialogue
"What's the best way to get into Riftweald Manor?" "Good question. I've only set foot inside a few times myself and that was in Mercer's company. If you can get past his trained watchdog, I think your best bet might be the ramp to the second floor balcony in his backyard."
"I don't suppose the ramp is easy to access." "No. It's some sort of crazy contraption Mercer commissioned for quick escapes. I'd wager a well-placed shot at the ramp's mechanism would lower it in a hurry."
"What's missing from the vault?" "Better question would be "what did he leave." Mercer took everything. Even all of our plans are gone."
"Plans for what?" "Before Mercer took over, Gallus started collecting every bit of material he could on locations the Guild could heist. Museums, keeps, name it. By the time Mercer took over the Guild we must have had a few dozen."
"How could he have opened the vault door alone?" "I don't have a clue. That door is impenetrable. Without two keys, it's impossible to open. I have a key, Delvin has a key, and Mercer has a key. That's it. There are no other copies."
"You mentioned a watchdog?" "That'd be Vald. A real piece of work, that one. Mercer's holding something over his head, keeping him loyal. Talk to Vex. She used to know him very well... if you catch my meaning."

After infiltrating Mercer's house and finding his plans, bring them back to the Guild and Brynjolf:

"We've scoured the town and I've spoken to every contact we have left. No sign of Mercer. Any luck on your end?"
He wasn't there, but I found these plans.
"Shor's beard! He's going after the Eyes of the Falmer? That was Gallus's pet project. If he gets his hands on them, you can be certain he'll be gone for good and set up for life."
Then we have to stop him.
"Agreed. He's taken everything the Guild has left, and to go after one of the last greatest heists is just an insult. I've spoken to Karliah, and made amends for how the Guild's treated her. Now she wishes to speak with both of us. Quickly, we have no time to lose."

From here, the Trinity Restored quest will begin.

Trinity Restored[edit]

"Brynjolf, the time has come to decide Mercer's fate."

If you attempt to speak to him before Karliah has spoken:

"Not now, lad. Karliah said it was important."

When you meet Karliah in the center of the Cistern, she will begin the conversation with Brynjolf regarding Mercer Frey and the future of the Thieves Guild:

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... 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 an 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."

As you enter Nightingale Hall:

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."

After you have made your way into the armory room and equipped your armor consisting of Nightingale armor, boots, gloves, and a hood, continue following Karliah down the corridor until Brynjolf confronts her:

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."

After becoming Nightingales:

"Listen, lad/lass. There's one last piece of business we need to settle before we go after Mercer... the leadership of the Guild."
Why tell this to me?
"Karliah and I had a long discussion before you arrived here. Thanks to your efforts, the Guild's been restored to it's full strength and you've exposed the traitor in our midst. As a result, we both feel that you'd make an excellent replacement for Mercer as leader of the Thieves Guild."
"Karliah and I had a long discussion before you arrived here. Thanks to your efforts, Mercer's treachery has been exposed. After we deal with him, all that remains is restoring the Guild to its full strength. As a result, we both feel that you have the potential of replacing Mercer as leader of the Thieves Guild."
Me? What about you?
"I've been at this game a long time, my friend. A long time. I've stolen trinkets from nobles and framed priests for murder. I'm good at what I do, maybe even one of the best. But it's all I know. I've never been one to lead. Never desired it, never cared for it. Don't want it."
I don't know what to say.
"Well, we have a bit of an errand to run before your coronation, so don't get sentimental on me now."
It's about time you asked.
"Ha! Spoken like the leader of the Thieves Guild. Just don't lose yourself in the role. We have a bit of an errand to run before your coronation."
No, it's not right.
"Look. Everyone in the Guild admires what you've done. Maybe they won't come out and simply tell you, but I promise you it's true. And now they know Mercer never genuinely cared about the Guild. He lacked the loyalty you obviously possess. I can't think of anyone better."

All three options lead to:

I accept.
"Then it's decided. When this entire sorry affair is over, we'll handle the details. Until then, we have quite the task ahead."
Then let's get to it.
"I've been pouring over the plans you brought us, and I'm convinced the Eyes of the Falmer are in the dwarven ruins at Irkngthand. Karliah and I will meet you there. Prepare yourself, lad/lass. This will be a fight to remember!"

He can be further spoken to:

I guess we're Nightingales now.
"Aye, and some of what Karliah said is starting to make sense. Mercer may have damaged our reputation and raided our coffers, but this goes well beyond even his twisted form of larceny. Old Delvin kept calling it a curse and we all laughed at him. Looks like the joke's on us."
Do you think we stand a chance against Mercer?
"If you would have asked me that yesterday, I'd have said no. But now I think our chances have improved. Look, call me crazy if you like, but I trust Karliah. I don't think she'd lead us down a suicidal path. Besides, I'd rather die with some of Mercer's blood on my blade than spend the rest of my life regretting that I ran the other way."


As you meet up with Karliah and Brynjolf inside Irkngthand, Karliah will speak to you and when she is done Brynjolf will say:

Brynjolf: "Aye, there will be blood today. I can promise you that."

His greetings:

"Crime is one thing, murder is another. Mercer will answer for this."
"By Talos, Mercer has a lot to answer for."
"I'd just as soon die before I'd let Mercer get those gems."
"Do the Falmer also have no sense of smell? This place reeks!"
"The Eyes would go a long way in helping get the Guild back on its feet."
"I can't wait to get my hands around that bastard's neck."

If spoken to:

Do you think Mercer knows we're here?
"The lass seems to think old Mercer is pulling a fast one on us... leading us here and letting the dwarven constructs wear us down. I've learned to trust her lead at this point. After all, we Nightingales need to stick together, eh?"
What are the Eyes of the Falmer?
"A few years before Mercer murdered Gallus, the Guild took in a thief who specialized in dwarven antiquities. The thief had broken into a nobleman's home somewhere in Windhelm and made off with a small figurine of a snow elf with crystalline eyes."
A snow elf?
"Aye, that's what the Falmer were known as long ago... before they became the blind monstrosities they are today. When Gallus took one look at this statue, he knew it was something special. He took it right up to Enthir at the College of Winterhold. Didn't take long for Enthir to find a book in the college's library that told of Irkngthand and a great statue with gemmed eyes within."
So the Eyes of the Falmer are gems?
"Not just ordinary gems. They're said to be flawlessly cut and as big as a man's head. Can you imagine how much they're worth? Gallus and Mercer spent the better part of a month infiltrating Irkngthand, but the dwarves had protected the place far too well. There were just too many obstacles blocking the way. The plans were shelved and the rest is history."

As soon as you approach the overhead platform, Karliah will notice something further down in the chamber:

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. Lets keep moving."

Pushing forward into the next chamber, Brynjolf will comment on the surroundings to Karliah:

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."

As you make your way through to the next chamber, a nearby tower will collapse. As you approach it, a conversation will begin between Brynjolf and Karliah:

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."

Continuing on, the next main chamber will house a Dwarven Centurion. Once again, a short conversation between Karliah and Brynjolf will commence:

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, lass/lad. We're right behind you."

Once you've made your way through the chamber and entered the next zone, the Irkngthand Slave Pens, another short conversation will occur:

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."

Before you enter the next zone, Irkngthand Sanctuary, Karliah will begin a short conversation:

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."

As you enter the Irkngthand Sanctuary, you will see Mercer trying to pry the Eyes of the Falmer from the statue. A conversation will then occur:

"Brynjolf, watch the door."

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?"

Brynjolf is now being controlled by Mercer to attack Karliah:

Brynjolf: "What's... what's happening... I can't stop myself."
Karliah: "Fight it, Brynjolf... he's taken control of you!"
Brynjolf: "I'm sorry lass, I... I can't..."
Karliah: "Damn you, Mercer!"

Once you've defeated Mercer, the chamber will begin to overflow with water. Karliah will urge you to hurry and grab the Skeleton Key and the Eyes of the Falmer:

Karliah: "Damn! This place is coming down! Quick, get the Skeleton Key and the Eye and lets [sic] 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!"

If you try to speak to him at this point:

"Let's get out of here before we end up like Mercer!"

Darkness Returns[edit]

"It's good to see you in one piece, lad! I just wanted to give you a proper thank you for everything you've done. The Guild is back on its feet again and on its way to a prosperous future. What's become of the Skeleton Key?"
It's been returned to the Sepulcher.
"That's it then. After all those years of helplessly watching the Guild decline. But enough of that... I'm confident that with you in charge, we'll soon have more gold than we could possibly spend."
So, where will you be now?
"I'll be down here, trying to coordinate everything with Delvin and Vex; to make sure the coin keeps flowing... and no one skims! If you still feel like doing some jobs, I'm sure Delvin and Vex have more than their fair share to give out. Either way, it's been a pleasure, my friend. Here's to the future of the Guild. May it last another thousand years!"

Under New Management[edit]

"Well, my friend... the time's come to make it official. It's time to become our Guild Master. Don't worry, I promise this will be short and sweet. If you'll just meet us in the center of the cistern room, we can begin."

If you try to speak to him at this point:

"We can talk after the Guild Master ceremony."

The ceremony:

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. 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 Guild Master and wish you good fortune and long life. Now everyone get back to work."

Speaking to him afterwards:

So that's it? There's nothing else to it?
"Well, that's it. Sorry if it isn't the ceremony you were hoping for, but we're not exactly known for throwing our coin around. After we're done here, head over to Tonilia and she'll set you up with your Guild Master Armor. Oh, and one last thing. Here, I want you to take this. It's sort of a tradition around here."

Promises to Keep[edit]

If you have reached stage 25 of Promises to Keep, you can talk to Brynjolf to hear his opinion. However, it doesn't influence the quest:

Someone's paying me to steal Maven Black-Briar's horse.
"Whoa, lad/lass. I'd do just as well drawing a blade across my own neck. Where did this foolish request come from?"
Sibbi Black-Briar.
"Heh. So Sibbi finally got the nerve to bare his teeth, eh? Look, this sounds like a family matter and I don't want the Guild in the middle of it. You do what you want. Just don't expect us at your back when Maven has your head on the executioner's block."

Unused Dialogue[edit]

  • In the game's DialogueViews files, early versions of the lines used for Brynjolf's market scam can be found. His initial explanation would've went as follows:
"I'm going to cause a distraction and you're going to take one of those orachalcum [sic] rings off of Grelka's stall over there. Once you have it, I want you to place it in Brandish Begin-Again's pocket who'll be occupied and should make an easy target."
Why are we doing this to Brandish?
"We've been contracted to make sure Brandish never does business in this town ever again. Now, since we aren't the Dark Brotherhood, we're not going to kill him, we're just going to make sure he sits in the prisons for a good long time. This is how we do things, so you better get used to it."
How am I supposed to do all of this?
"Want me to hold your hand as well? You have the ring. All you have to do is pick Brandish's pocket and plant it there."
"Want me to hold your hand as well? You're going to have to sneak over to M'desi's stall and use your lockpick on the strongbox. Then when you have the ring, you pickpocket Brandish and leave it behind."
  • The last line seems to be created as a later iteration of the one that come before it. These lines include many notable differences, such as Grelka being the victim of the theft, rather than Madesi. Grelka's stall is described as having orichalcum rings, which isn't true, but such rings don't even appear in-game. And Brandish Begin-Again, the character that would later become Brand-Shei, is also mentioned here. The later iteration of the dialogue also mentions someone named M'desi, which is a Khajiit name, and might have been an earlier iteration of the similarly-named Argonian that would appear in the final game, Madesi.


  • In the Prima Official Game Guide, the summary for him reads "Brynjolf is a go-between, passing Mercer Frey's rulings down to the newer recruits, whom he mentors and is fiercely proud of. He is extremely loyal to the Thieves Guild and has a reputation for being a problem solver, especially within Riften, where he maintains an excellent rapport with those who cooperate with them. When not in the Guild itself, he is often at the Ragged Flagon or the marketplace topside, scoping out possibilities for new recruits."
  • Brynjolf also appears in Legends, as a questgiver and card introduced in the Heroes of Skyrim card expansion.
  • Prior to beginning any Thieves Guild missions, Brynjolf is totally invincible when outside in Riften. He takes no damage, regardless of the source, and cannot be staggered or knocked back. Nevertheless, attacking him will cause him to become hostile.
  • Brynjolf becomes a quest follower during Trinity Restored after speaking to Karliah outside Nightingale Hall. If you do not enter the hall, he will act as a strong, permanent follower, traveling with you wherever you go.
    • He does stagger under the effect of dual-casting a Destruction spell while having the Impact perk. He does not take damage or secondary effects from these spells, however.
  • He is voiced by Robin Atkin Downes.
  • There is a rumor that he is having an affair with Tonilia.


  • Upon completing the Thieves Guild questline, Brynjolf will constantly repeat the same line of dialogue, and will no longer be open for interaction.