Character Build: The Pale Lady

Yo and greetings, people of Character Building! After taking a bit of a sabbatical, I have returned with a build over a year in the making. It's gone through many renditions, but I've always come back to the most undervalued weapon in Skyrim with possibly the most badass lore and roleplay potential: The Pale Blade.


Serana: “You’re a… you’re a vampire? But Auriel should have protected you…”

Arch-Curate Vyrthur: “The moment I was infected by one of my own Initiates, Auri-El turned his back on me. I swore I’d have my revenge, no matter what the cost.”

Every day, more news came. More dead bodies, more innocents and soldiers, more burning settlements and townsfolk. More of our history, ourselves, our link to the gods, being destroyed every day.

And then there were none and that was far worse.

Hidden away in the far reaches of Auri-El’s Chantry, we prayed. It was our only duty in the war, to bring divine assistance. As the war dragged on, a few were called away but the majority of us hoped against hope as the encroaching Nords drove us west. We knelt in the cathedrals to Auri-El, we begged and pleaded until our voices grew hoarse, but there was never a response.

All those who had stayed in the Chantry--the paladins and Arch-Curates, the priests and monks--called a conclave one night. This war would become a ceaseless massacre. We had to do something. Most of civilization as we knew it was crumbling under the boot of the Nords and we were the last hold of our people. Most were in favour of making a grand last stand to defend Auri-El’s Chantry with our final breaths, but it was a move of false bravado, a half-hearted effort that would barely be a whisper in the gale.

I was thrown from the conclave when I suggested my own idea but I knew it would be a matter of time.

And then the word reached us that we had lost our Snow Prince.

While the others fretted and wrung their wrinkled hands, I gathered my own Initiates and I made my move.

The process was not easy, but the Chantry was trained for sacrifice. Our oath commanded us to serve the Snow Elves selflessly, to do all that was necessary to allow our people to live in peace and Auri-El’s light, even if we could not. Blood, suffering, lives, souls—those we dealt with demanded everything and provided nothing, until… him. His voice echoed from the darkness, wrapped in velvet and dripping with seduction. For some reason, all of the Initiates had a feeling about this one, this demon would bring us to salvation and lead our dying race from the shadows.



Race: Altmer

Stats: Health until 200, then all into Magicka

Standing Stone: The Supreme Lady / The Advanced Apprentice

Main Skills: One-handed, Destruction, Conjuration

Minor Skills: Illusion, Alchemy






The Rays of the Sun were one of the many military strong-arms of the greatest worship known to elvenkind—the Falmer love for Auri-El. During the War of the North, they were left to guard the Chantry of Auri-El while their fellows left one by one to fight the Nords and never return. The messages and news from the war came less frequently as the years went on, but the final letter detailed the fall of the Falmer Empire for good; their dead Snow Prince. Most survivors scattered, but the Rays still hoped for a chance to beat back the Nords. Driven to desperation, they communed with the daedra of Oblivion. Most rebuffed the elves, taking what they offered and giving nothing in return, but one Prince listened to their pleas and seized the opportunity to take revenge on his most hated enemy, to spite the Sun.

Molag Bal corrupted the last living Falmer knights of the Sovereign of the Sun. He offered them his power and sent them to take those who had not yet kneeled to him. Sealing their souls deep in Cold Harbour, the Falmer who survived were little more substantial than the winds, soulless and cold. While this steadily growing army could not save the Snow Elves from extinction, it provided them with an opportunity for vengeance. As eons wore on, these spectral ghosts shaped the snow and the land around them, claiming the backway roads and the travelers who used them for their own.

One of these such spirits was once named Amuriel. The commander of the Rays, she was the first to succumb to Molag Bal’s terms. Over the millennia, she tortured Ysgramor’s heirs, battling them for centuries after the war had ended, before they managed to seal her away in an ancient crypt. Hidden but not destroyed, she is able to communicate and manipulate minds that venture too close to her tomb or with those who, like she does, have a close spiritual link to the God of Dragons.


LEVELS 1 - 26

Quests: Main Quest, Bounties, Silenced Tongues, Forbidden Legends, The Black Star, Discerning the Transmundane, Ill Met by Moonlight

An Altmer spellsword and sellsword, the Last Dragonborn’s accidental capture was the humiliating shortfall of an otherwise illustrious career. Standing up and dusting the Helgen ash off her armor, she carries on as she always has. There are jobs to do, bounties to collect, and treasures to recover and sell to the highest bidder. However, while retrieving an ancient stone for a court wizard, a curious singing wall reveals her destiny as chosen by the Nordic gods. Equal parts disgusted and… well, more disgust, she ignores the cries of the Nords about her and their silly singing walls. Although, it would be nice to have a little respect in this frozen wasteland…

The fairly standard but aggressive combat style of spellsword is a clean and fun way to ease into most builds and is, frankly, my favourite. Sword (in this case, Bound, to level Conjuration) with Firebolt to become a completely brutal offensive beast, along with the occasional Illusion burst of Fury or Fear as needed and Heavy Armor to mitigate the issue of “blocking with our face”. Steel, then Steel Plate with a hood was the obvious choice. Adding in a few raised corpses or Atronachs for help, and we’ve got a party going on. As an Altmer (+50), we have a very respectable starting magicka pool with the Novice Hood (+30) and a looted Ring of Minor Magicka (+20). A few perks, the Mage standing stone, and our magic skills will level easily enough. Quiet Casting and Critical Charge are essential in this part.

Quests are also a bit of a free for all. Her key goal is profit, so odd jobs, bounties, and general dungeon delving or treasure-getting suit her well. Meandering down the Main Quest into Ustengrav gives her tons of time to nick things from High Hrothgar and enjoy the Thanehood of Whiterun. This is also a good time to pick up the starting shouts with their respective quests, just the first word of each will be good enough for now, Aura WhisperFrost BreathThrow Voice. The first words of Whirlwind Sprint and Become Ethereal are both gotten in the Main Questline.

Getting the Morthal house, Winstad Manor, is ideal for alchemy grinding as well as having a regular supply of ingredients for Restore potions at this level.

As time wears on, the Pale Lady’s influence on her starts to strengthen and grow. The slow, desperate descent into cruelty starts somewhere around level 20. While she grows stronger and more in touch as a Dragonborn, despite not believing in it herself, she finds the cold brutality of the Pale Lady begin to infect her. She traffics with Daedra and slays those she encounters for her own benefit and sells the bounty for coin.



LEVELS 27 - 40

Quests: The Pale Lady, The House of Horrors, Lost to the Ages, Volikhar, Depopulate Skyrim, Imperial Legion

Now I can feel her. I can put a name to her. Her ice. The cold fury of a dead race burdened on her shoulders--and on mine. Amuriel. A once proud, now fallen paladin of the Falmer, she has waited for eons with no company but her anger. It chills me from the inside out. Her rage. Ysgramor bound her body in the cove but those bandits awoke and I broke her free. Her soul is latched onto mine. We are the same. We are both the Chosen of Auri-El, she tells me, and we will make the Nords bend the knee.

Tamriel is the land of elves....


The apathetic mercenary is slowly infiltrated by the sword she has looted and with every swipe, every kill, the spirit of Amuriel begins to crawl into her mind and whisper. First noticeable only as complete disdain for her enemies (no more looting) and profound hatred of Nords (slay them in the wild, at their camps, or if you can get away with it in private), it quickly grows. Overwhelmed, she flees the cities and never returns to the public eye, falling into a black madness before arising as Amuriel.

Once again free, Amuriel quickly makes good and pledges herself again to Molag Bal, the Prince who saved the last of her people from destruction, and follows his will to join an ancient sect of his followers in the North to destroy the Sun, to lay another blow against Auri-El and weaken his influence on the mortal world. As Harkon proves himself selfish and arrogant, she slays him easily and takes it upon herself to rid the world of the sun with the weapon of her former patron.

However, she comes across the hopeless wretches that her once-proud people were, their brutal bestiality and primitive ugly lives, and she knows Molag Bal did not save them. She takes out her rage on the Dwemer that corrupted them and on the descendants of the survivors of the war. Not a single being of Falmer blood would survive her onslaught.

Skyrim falls into an endless darkness as her citizens panic, but with no group rushing forward to claim responsibility and not a soul, from priests to arcanists, is able to identify the source of the sun’s vicious disappearance. All they know is the neverending night is stalked by a formless cold mist that devours entire settlements, leaving nothing but the barren ghost towns and corpses fallen in the snow.

Amuriel shadows a young Imperial captain as she rises through the ranks (Lydia follower) of the Legion, moving from hold to hold. Soldiers will tell their children of the ghostly shade that appeared and disappeared in battle, leaving a brutal chill in the air and taste of fear in the men’s mouths as their own were risen by a foul magic none of the Imperial Battlemages wielded to march against them. As Skyrim’s people begins to shrink around them, Ulfric contends with the increasingly dire news as the great cities and towns from Markarth to Kyne's Grove grow silent. In the chapel, he collapses to his knees to beg Talos for assistance in prayer that is never answered. His city is sacked. His men are slain and as he lowers his head for execution by a young Imperial captain, he sees the bone white and snow-encrusted hand grip his shoulder and wrench his head from his neck.

The last heir of Ysgramor falls dead.



The Aetherial Crown is essential to tie together the two advanced standing stones, while still looking cool. The body slot must be filled in with clothes of some kind. I used the wearable Wisp Wrappings from a mod, but Mourner’s Clothes with the Black Boots and Vampire Hood all look good under Frost Magic and Become Ethereal, even if they aren’t the shimmery white Wispmothers normally are.

For weapons, the only one we really use is the Pale Blade but keep Auri-El's bow on hand to turn out the sun, keeping our regeneration up and drenching Skyrim in darkness.

The Ring of the Erudite is our ring of choice, while any looted necklace of Fortify Magicka will work. Fortify Alchemy gear will also be needed for the Advanced Standing Stones.



After finishing the Imperial Legion questline, it’s finally time to build the Pale Lady back to her full glory. Her unique combat style requires three things you should already have:

  • The Aetherial Crown

  • Grandmastery in Alchemy

  • Become Ethereal (two words is fine)

To bask in the powerful regeneration of a risen Wispmother, we want to advance two Standing Stones to powerful levels. The Advanced Apprentice and the Supreme Lady, both of which you can tailor to your own desires. The more powerful the Apprentice gets, the weaker to magicka you are and the better reflexes you need to dodge magic. The Supreme Lady (TSL) gets very powerful very fast and I advise not only going 0AR (you did see this coming, didn’t you, I mean, they wear rags) but playing on Legendary or with whatever difficulty mods you dare install. TSL is accomplished by a Fortify Restoration loop: craft a Fortify Restoration potion -> drink -> reequip Fortify Alchemy gear -> craft another potion -> drink, etc. -> eventually, craft a Fortify Restoration potion with a magnitude between 1200% and 1400%. When drinking it before selecting the Lady stone, we will get a bonus of between 300% and 350% more Health. With our 200 health, that will equal somewhere between 4-5pts/sec regenerated out of combat and 3-4pts/sec regenerated in combat.

With magicka regen, well, that depends on how much you have but it’ll be a metric shitton. Just trust me on that one. Any regular Fortify Magicka Regeneration things will get augmented by the Ring of the Erudite, multiplying it by 1.66, giving you a whole lotta magicka regen. Speedy. Whoosh.

The Pale Blade as well as Auri-El’s Bow with Blood Arrows (just to bring darkness) will be our key weapons. The Pale Blade is surely a thing of beauty. Aside from being ancient and very well enchanted, it does a massive amount of just plain ol’ damage.


With both Augmented Frost perks, we will be doing:

Fear Level 24

Frost Damage 37pts

Damage Stamina 75pts


You will be amazed at how many enemies are level 24 and lower. Also, like all Frost damage, it also brings on a Slow effect, which means enemies will be moonwalking from you in terror. With no stamina left, enemies won’t even be able to power attack, bash, or sprint anywhere. Unable to regain stamina, even the most powerful enemy is little trouble for the Pale Lady.


Like the Wispmother creatures themselves, the Pale Lady is a “stand your guard” type that draws aggro and kills with range. Frost Cloaks are a constant must, as well as a smoking, misty Frost Wall. With the Deep Freeze perk unlocked, enemies around you will regularly drop in ice cubes, torn down by Cloak or Wall. Charging enemies will have to make their way through walls, slowing their approach, sapping their stamina, and possibly freezing them solid, all before they even got to you! I decided to not go with Blizzard, despite how stupidly powerful it would be with all this Weakness to Magicka, since it's been done so often. I stuck to Cloaks and Walls primarily, with some dual-casted Ice Spikes to Impact enemies into stopping over one such Wall.

Tormenting the will of her foes like her new patron, the Lady manipulates the most powerful among them with her own Wisps, using them to send enemies into fits of fury of a sweeping calm. Wisps can even take over the corpses of the fallen and control them briefly to exercise her will as she vanishes without a trace. While Fear caps at 24 for us, anything above it is still vulnerable to Illusion magic as we see fit, as well as AOE effects. As a servant of Molag Bal, we also get the Champion of the Night that buffs our Illusion spells by 25%, powering even the smallest spells to be valuable in the mid-late game.

Our previous uses of Necromancy come to fruition here, where our constantly slowed, stamina-drained, frozen, and paralyzed enemies are also risen as zombies to kill their own while we can stay safe or use them as distractions. Another summon that is useful when there aren't any suitable corpses is the Mistman spell, which resembles half-skeletons drenched in mist and firing off frost spells. Can you see why we like him? Also, the Wispmothers are a silent, stealthy bunch and the complete ability to hide in Invisibility and Muffle lets us sneak up on our foes or to simply run past them as a ghost.

The most terrifically fun part of the Pale Lady is literally tearing through dungeons without a pause or break in between fights to rest. Victories are sometimes hard won but the populations of Skyrim and the Falmer underground are difficult opponents, resistant to frost, but easily enough dispatched.




A handful of reliable concoctions made from easily harvestable ingredients from Windstad Manor, a few handy stacks are great to take on dungeon delves.


905085?profile=originalWinter is Coming
Weakness to Frost, Weakness to Poison
Abecean Longfin + Deathbell + White Cap

A poison perfectly poised to stack with itself and take advantage of the Concentrated Poison perk, the Weakness to Frost is magnified by Weakness to Poison.



Damage Stamina Regen, Ravage Magicka
Juniper Berries + Purple Mountain Flowers + Wheat

Sealing the stamina of warriors away permanently, mages are also vulnerable as this poison violently shatters their mental concentration.



905103?profile=originalFog Machine
Fortify Illusion, Restore Magicka
Dragon’s Tongue + Mora Tapinella + Red Mountain Flower

A standard and simple Fortify Illusion potion to take our Illusion spells a little higher, especially since we don't have dual-casting.



905113?profile=originalWill of Molag
Fortify Destruction, Fortify Health
Glowing Mushroom + Nightshade + Wheat

Enhancing our meager health and all damage we do (bigger Frost Cloaks, damaging Walls, all the effects on the Pale Blade), this is our go-to for combat.





It’s a cool Shout, right? Jumping off cliffs, dodging dragon breath, it has its uses but can often be seen as a weaker utility Shout. Frankly, after playing this build and pushing it as far as it would go, I think it’s my favourite Shout in the game.

It serves a lot of uses for us.

  • Defense. Now, we no longer block with our faces. Without armor, the Pale Lady can whisper back into the mists, becoming insubstantial like the winds. With higher difficulty mods, low health, and no armor, some sort of hardcore defense is required and the cooldown with Become Ethereal just won’t cut it. I recommend taking it away completely (100% Fortify Shouts), but it’s your own call. With zero cooldown, we can use it to both dodge incoming attacks and take longer breaks to flee or reposition ourselves. Use the first word to quickly dodge in melee or all three to further protect yourself in between blows. Become Ethereal is the best armor and balancing it with no armor and low health keeps combat fresh, distinctive, and exciting as you feel like a ghost while enemies power attack straight through you.

  • Escape. Should things ever become too difficult, you can always melt back into the winds and run away. Sprinting is free and no one can hit you while you flee. You can also take the otherwise impossible escapes, like off cliffs or ledges without fear of death.

  • Regeneration. As I found out while playing my Werelion, high amounts of health regen is a perfectly viable form of healing in the form of the Standing Stone that I’ve called the Supreme Lady as detailed above. Magicka Regen is also supremely well developed, basically negating the use of traditional magicka potions. Taking a few seconds' break will be the equivalent of healing spells or magicka potions.

  • Spells. Aiming spells at long distance can be difficult with others beating on you and staggering your camera every other second. Take a moment to charge, aim, and release. Charging Cloaks or even just casting in AOEs at your feet once you've drawn aggro is easily the best use as both Cloaks and Walls do damage over time while you rest and recover


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  • I've always loved this build.

  • Very interesting and well-written build, as always.  I'm curious, which mod was it that allowed you to have wearable wisp wrappings?  It would be interesting to see, particularly if it's a mod potentially available for console.

    • Hey, thanks! :D

      The mod I used at the time was this one. I'm not sure if it exists on consoles, though, sorry.

      Mudcrab_Bear_Wisp-Armor at Skyrim Nexus - mods and community
  • This is a really cool build. No pun intended.
  • I remember waiting for this one to be posted.
  • Hmm, I was actually thinking of making something pretty similar to this one.

  • master rank for this beauty of a build

    • Well deserved too.

  • This build has three things going on that I absolutely love -  glass cannon gameplay, become ethereal, and frost magic! 

  • Hey Elysium! Beautiful build once again! Don't forget your Rank:Master tag

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