A Complete Millicent Questline Guide: Elden Ring




Millicent Questline

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Millicent Questline

Who is Millicent?

Millicent is an NPC in the Lands Between. The Millicent questline has some ties with the Empyrean siblings, Malenia and Miquella, which begs some questions, how is she related to them especially to Malenia? Her quest is also one of the more interesting quests in Elden Ring as it expands the lore of several main characters. Let’s explain some background of the people, curses, and items related to this first to better appreciate the entire quest line’s story.

Millicent is a young woman who also has Scarlet Rot and lost her right arm, like Malenia. Scarlet Rot is a debuff in the game where the player continuously lose HP faster than Poison, but for the mythos of this curse, it actually originally came from the Outer God of Scarlet Rot. The Outer God cursed Malenia with this during her birth and made her to become its vessel, unwillingly. This is somewhat similar as to how the Greater Will chose Marika to be the vessel of the Elden Ring.

Malenia can spread the Scarlet Rot as one of her abilities. Actually, the Rot covering the entire Caelid map was the doing of Malenia during her intense battle with General Radahn, her step brother. Once affected by Scarlet Rot, it will consume your body- your blood, your limbs, your skin, will become rotten. All things rotten eventually wither away, your body or your life- it leads to Necrosis. Sometimes if monsters or animals are affected by this, it can cause them horrible mutations, they can become rabid, as seen in monsters in Caelid map.

Malenia is not immune to this curse, as you can see in her in-game model, she has lost her right arm, legs, and eyes, and the rot is visible throughout her whole body. However, her brother Miquella was able to find a way to stop the influence of Rot in her sister’s body. It was his creation of the Unalloyed Gold Needle, which can deter any meddling of the Outer Gods. In Malenia’s case, the Scarlet Rot cursed to her by the Outer God of Rot.  So far, this is the only way to stall the incurable curse of Scarlet Rot.

Now back to Millicent, according to Sage Gowry, he found her and her 4 other sisters in the Swamp of Aeonia and raised them as his daughters. Millicent’s  4 sisters then travelled to Miquella’s Haligtree while Millicent was left behind, most probably because the Rot is slowly decaying her body, disabling her from travelling far.

When you, the Tarnished player, meets Gowry in his shack in Caelid, he will give you the Unalloyed Gold Needle and will ask you to bring it to the Church of the Plague, where Millicent is slowly rotting away. You will then use the needle to stall the effects of the Rot in Millicent’s body. After returning back to the church, you will find Millicent a bit healthier but she cannot remember everything, a cause of the rot in her memories. Millicent will tell you that she will retrace the path that Malenia took after she unleashed the power of the Scarlet Rot in Caelid

Millicent will then be found again in Altus Plateau, where you can give her the Valkyrie’s Prosthesis to replace her severed right arm. She will tell you that she thinks the arm will serve enough, allowing her to wield a sword again. She will then travel to the Mountain top of Giants, searching for a fort that will allow her access to Miquella’s Haligtree.

As Millicent completes her journey and reaches Elphael in Miquella’s Haligtree, where Malenia currently resides, she finally regained fragments of her memories. Here she reveals that she is in one way or another, of Malenia’s blood. However, she does not know in what capacity- is she a sister, a daughter, or an offshoot?

She is certain though that there is kinship between them. The game itself does not point her direct relation to Malenia. My theory is that she and her sisters were born after Malenia used the power of the Scarlet Rot in Caelid. When the Scarlet Rot created the Swamp of Aeonia, 5 buds started to grow, and inside these buds are the 5 sisters.

Unknown to Millicent, her 4 sisters were there to assassinate her. According to Gowry, Millicent must die in the player’s hands, to sever her trust to you. The betrayal will nurture her bud most vividly, and will be reborn as a scarlet Valkyrie after Malenia ascends to godhood.

1. Starting The Millicent Questline

Go to Gowry’s Shack located here, Center of Caelid, just south of Sellia the Town of Sorcery.

gowry shack

Talk to Gowry and he will ask for your help to help Millicent, who is resting at the Church of the Plague, weakened by the scarlet rot.

Gowry will also mention that in able to help Millicent, you need to find a certain needle in the middle of the Swamp of Aoenia, just west of his shack. This is the Unalloyed Gold Needle.


2. Where to find the Unalloyed Gold Needle

The Unalloyed Gold Needle is dropped by the boss, Commander O’Neil, found in the woods section of the Swamp of Aeonia.

gold needle loc

Commander O’Neil is a Great Enemy boss so expect he’ll have some hefty HP with some difficulty. He summons 5 Exile Soldier spirits to come into his aid. It is advisable to kill these summons first, don’t worry as they won’t be re-summoned once killed.

You can use Torrent during this fight to move around the fight area faster, riding Torrent can also avoid Scarlet Rot build up. If you are a Mage or Archer build, you can climb the tree branches and snipe O’Neil with your arrow or magic. He moves slowly so you can also ride Torrent and hit him from afar while moving around the fight area.

In his Phase 2, around 50% HP, he will summon 2 Large Exile Spirits. Again, it is advisable to kill them both first so you can move freely around and whittle the boss slowly. Defeating him will drop the Unalloyed Gold Needle needed for the quest.

3. Return back to Gowry and give the Needle to be repaired

Return to Gowry again in his shack to progress the quest. He will tell you that he needs time to repair the needle first.

You can easily fast travel to the nearest Site of Grace to reload the area. After reloading, return to Gowry and the needle should already be fixed.

Next is look for Millicent on the church on top of the cliff and give her the Unalloyed Gold Needle.

4. Where to Find Millicent

Millicent can be found sitting inside the Church of the Plague. You can complete the puzzle in the town of Sellia, or if you wish to skip that part, you can come from the north of Caelid. From Dragonbarrow, ride east a bit and then jump down a Spirit Spring towards the north area of the Church.

church plague loc

Upon going inside the church, talk to Millicent who is sitting against the wall on the right-hand side of the church. Here she will tell you that she is cursed with the Scarlet Rot and advises you to stay away from her as the curse is not something a human should interact with.

Exhaust her dialogue and then you will be given the option to cure her with the Unalloyed Gold Needle. After giving the needle, reload the area in the site of grace and then you will see her now standing up, feeling much better. Speak to her again and exhaust her dialogue.

millicent 1st loc

5. Return to Gowry’s Shack

Fast travel to the nearest site of grace near Gowry’s Shack. You need to fast travel to reload the area. You will not find Gowry here, instead it is Millicent. Talk to her and she will start remembering things. Continue to exhaust her dialogue until she mentions that she will focus on her journey.

millicent shack

Optional, you can reload the area again. But this time, Gowry is back and Millicent is gone. Gowry will now sell you Sorceries, after thanking you for helping Millicent that she can now begin her journey.

6. Finding Millicent in Altus Plateau

Millicent now begins her journey; she is trying to retrace the path taken by Malenia after her battle with General Radahn. She tells you this once you meet her again in her 3rd location, found just north of the Erdtree-Gazing Hill site of grace, in Altus Plateau.

millicent 3rd loc

Exhaust her dialog once again then she will tell you that the scarlet rot effect has stilled and this abled her to continue on her journey. She mentions as well that if she still had her sword arm, she could have aided you in battle.

This is your next clue to progress her quest, get her a prosthetic arm.

7. Where to find the Valkyrie Prosthesis

The Valkyrie Prosthesis is required in order to progress this quest. This item is located in the Shaded Castle, north of Altus Plateau. The castellans of the Shaded Castle have said that they feel the presence of Malenia when they hold the Vakyrie’s Prosthesis. Elemer of the Briar was held in the castle for execution, infamous for killing instructors and merchants. However, he was able to steal the Executioner’s Sword and took over the castle after killing the castellans, House Marais.

valk prosthesis

The Shaded Castle is a dungeon in the game. Notable loots are the Valkyrie’s Prosthesis and a legendary armament, the Marais Executioner’s Sword. You have the option to just loot the item, and not need to fight the boss of this dungeon. The item is found in a treasure chest guarded by a Cleanrot Knight, in the upper left corner of the castle.

8. Give the Valkyrie’s Prosthesis to Millicent

After getting the Valkyrie’s Prosthesis, return to Millicent in her 3rd location, north of Erdtree-Gazing Hill site of grace. She will thank you for giving her the prosthesis and mentions that perhaps she can now aid you in battle.

And aid in battle she will. She can now be summoned before the following bosses:

  • Magma Wyrm Makar (Ruin-Strewn Precipice)
  • Godskin Apostle (Windmill Heights)
  • Draconic Tree Sentinel (Capital Outskirts)
  • Black Blade Kindred (Forbidden Lands)

9. Meet with Millicent in Windmill Village

This is Millicent’s 4th location, and it is in Dominula, Windmill Village, north of Altus Plateau, just before the northern gates of Leyndell Capital. She will move here after giving her the Valkyrie’s Prosthesis.

millicent 4th loc

Go to the top most area of Dominula, Windmill Village and there you will fight a Great Enemy boss, the Godskin Apostle. You can summon Millicent to aid you in this fight. Watch out for this Black Flame attacks as those travel fast, so make sure to dodge early as soon as he lets go of the flame. Its deadly attack is Black Flame Whirlwind, where he twirls his weapon and gets surrounded by Black Flames. It can kill you if you stay within range, and also so make sure to step back a bit further because the end of this attack will burst outwards.

millicent windmill

After defeating the Godskin Apostle, rest in the site of grace here to reload the area. Millicent will appear here and talk to her, exhausting her dialogue. She will tell you that the prosthesis you gave her is a thing of wonder, and that you can call her in battle should you ever have the need to express her gratitude.

10.  Find Millicent in the Mountaintop of Giants

Millicent’s 5th location is a bit further down the game; it is upon reaching the Mountaintop of Giants. She can be found just beside the Ancient Snow Valley site of grace.

millicent 5th loc

Talking to her will reveal that she is looking for the ruin that has the medallion, allowing her to visit Miquella’s Haligtree. She also mentions that she believes this is where Malenia can be found, somewhere north of this land.

The medallion to enter Haligtree is another quest, tied with Latenna’s quest line. Basically, you need to get the two halves of the medallion, having the two creates the whole medallion, allowing you passage in the Grand Lift of Rold’s bottom floor. Traverse through the area here and you will reach the portal to the Haligtree.

11.  How to get the Haligtree Secret Medallion

albus latenna

The first half of the medallion, Haligtree Secret Medallion (Right) will be given to you by Albus. Find Latenna in the Lakeside Crystal Cave first to trigger her quest line, and then look for Albus in the Albinauric Village. Albus is hiding in the pot here, attack it once and then talk to him.


The left half of the medallion is located in Castle Sol, in the Mountaintop of Giants. You need to defeat the boss here, Commander Niall, to claim the Haligtree Secret Medallion (Left).


Commander Niall is a Great Enemy boss, so be prepared for a challenging fight. First he summons 2 Banished Knights, make sure to defeat these two first and he enters Phase 2. This is okay since 1-on-1 fights is more manageable. After Niall’s Charged Whirlwind attack, he is free for a beating, so get in range and deal as much damage as possible.

12. How to get to the Consecrated Snowfields

Now that you have both halves of the Haligtree Secret Medallion, you can access the secret location Consecrated Snowfields. This is a requirement path in order to reach Miquella’s Haligtree.

Return to the Grand Lift of Rold but this time, switch action to “Hoist Secret Medallion”. The lift will instead descend, giving you passage to the lower area of the Mountaintop of Giants

13.  How to get to the Haligtree

miquella portal

Now that you’re in the Consecrated Snowfields, continue heading north until you reach Ordina, Liturgical Town. Complete the puzzle of this town, which is to light up four beacons. Enter the Evergaol portal found in the norther part then roam around town, keeping an eye out for 3 ladders on the walls of the houses. This will lead you to the towers with beacons you need to light up.

After completing the puzzle, the portal to Miquella’s Haligtree will become accessible.

14.  Go to Millicent’s Final Location in the Haligtree

millicent 6th loc

Millicent’s 6th and final location movement is in the Prayer Room site of grace in Elphael, Brace of the Haligtree. It will take a while to get here as this is around in the deepest parts of the legacy dungeon. You need to traverse the Haligtree Canopy, then cross Haligtree Town, defeat a boss here, then go down to Elphael and clear this lower area until you reach the Prayer Room site of grace.

millicent prayer

Talk to Millicent and exhaust all her dialogue like usual. Here she will tell you that she is of Malenia’s blood, but in what capacity, she does not know, that she could be a sister, a daughter, or an offshoot. Whatever the case may be, she is certain that there is kinship between them. Talking further, she mentions that there is something she must return to Malenia, it is the will that was once her own that allowed her to resist the call of the Scarlet Rot.

After talking to Millicent, leave her and continue proceeding deeper in Elphael, until you reach the inner walls of the Haligtree. Push forward and you will arrive at the center of the tree, with a waterfall contaminated by Scarlet Rot. Across the pool of Scarlet Rot is where you want to go next. There will be another site of grace here – Drainage Channel.

Interact with the site of grace and return from the door where you came from, back to the center with the pool of Scarlet Rot. But this time, upon exiting the doorway, go left and across a large tree branch. On the other side is another pool of Scarlet Rot. Come closer to the pool and an Ulcerated Tree Spirit mini-boss will emerge. Defeat this boss to safely clear the area for the last step of this quest.

15.  Invade or Help Millicent

Reload the area by Fast Travelling to Drainage Channel site of grace then return to where you fought the Ulcerated Tree Spirit. This is the final part of the quest and is a crossroad where you must choose only one outcome – will you invade Millicent or help her?

Upon returning to this area, there will be two summoning signs. A gold sign will say “be summoned to assist Millicent?” and another sign, red this time, will say “be summoned to challenge Millicent”. If you decide to assist Millicent, you and Millicent will fight her 4 other sisters. On the other hand, if you chose to challenge Millicent, then you need to defeat her.

The choice is yours. The outcome and item rewards are also different, depending on your decision.

Choosing to assist Millicent

You will be summoned into her world, and you need to help her defeat her 4 other sisters: Mary, Maureen, Amy, and Polyanna.

Winning the fight will reward you with Rotten Winged Sword Insignia. This Talisman greatly increases attack power with each successive attack. After returning back to your world, you will find Millicent sitting by the side of the scarlet rotten pool.  

Talk to her and she will thank you, that without your help, she wouldn’t have defeated her 4 sisters. She will also tell you that she took out the Needle, thus her scarlet rot writhes again, worse this time. She decided that instead of getting betrayed and killed so she can bloom into something stronger but is other than herself, she would rather rot into nothingness as she is now.

Reloading the area and returning to where Millicent is beside the pool, you can pick up the Unalloyed Gold Needle beside her lying corpse.

millicent corpse

Choosing to challenge Millicent

Choosing this option will require you to defeat Millicent, with her 4 sisters joining your side. Successfully defeat her and you will be rewarded with Millicent’s Prosthesis. This talisman increases your Dexterity by 5 and increases attack power with each successive attack. In terms of in-game value, this item provides more benefits.

However, choosing this path will not grant you the Unalloyed Gold Needle. The only particular use of this item is if you want to reverse the decision of embracing the Frenzied Flame. So, if you wish to revert that in your current playthrough, I suggest picking the “assist Millicent” option instead.

Millicent leaves the following words with your betrayal.

“Ahh, how could you… Is this your true heart? Was I… was it all…for this? I did not expect it to end like this. But I will not forget what you have done.”

As per Gowry, this severed trust, this feeling of betrayal will nurture her growth as a bud and bloom stronger than ever, as a Scarlet Valkyrie. Reloading the area and returning to where Millicent is, she will become a Scarlet Aeonian flower… waiting to be reborn.

aeonian flower

16. Wrapping up the Quest

You can return to Gowry in his shack and the encounter will be different depending on the decision that you made. If you assisted Millicent, he would say that Millicent was so close to becoming the fairest of all flowers. If you killed Millicent, you would find him dead instead.

This is the end of Millicent’s quest line.

To use the Unalloyed Gold Needle, you need to turn it into Miquella’s Needle. To do that, defeat Malenia, then reload the area. Return to Malenia’s fight area and you will see her become a Scarlet Aeonian Flower. Interact with the flower to turn the Unalloyed Gold Needle into Miquella’s Needle.

Now, go to Crumbling Farum Azula and into Dragonlord Placidusax’s arena. You do not need to defeat the boss here, just be in the arena and now you can use Miquella’s Needle. The items said that it will subdue the Frenzied Flame. Using this item means you will not get the Frenzied Flame ending even if you had your body get singed by the Three Fingers during this playthrough.

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