I still remember the first time I earned my set of Nightingale Armor mid-way through a Thieves Guild playthrough. The sleek black design, built-in stealth boost, and frost resistance felt like a huge win after hours of pulling off petty heists and avoiding city guards. But by level 30, I noticed the armor rating was starting to fall behind, and I had no clue how to make it stronger without ruining its unique enchants. If you’ve ever stared at your inventory wondering how to upgrade Nightingale Armor without wasting rare materials or breaking its built-in perks, you’re in the right place. This guide is built on 4 separate playthroughs of testing, so I’ve already made all the dumb mistakes so you don’t have to.
Pre-Requisites You Need to Upgrade Nightingale Armor Successfully
The biggest mistake most new players make is trying to upgrade the armor before they have the right perk unlocked. Nightingale Armor is pre-enchanted, which means you can’t modify it at a workbench unless you have the Arcane Blacksmith perk from the Smithing skill tree. You don’t need to invest in the light or heavy armor side of the Smithing tree to unlock this, which is a huge win for stealth builds that don’t want to waste perk points on crafting skills they won’t use regularly. To unlock Arcane Blacksmith, you need to get your Smithing skill to level 60 first.
Next, you’ll need the right materials for each piece of armor. Every upgrade tier for every piece of Nightingale Gear requires one Refined Malachite and one Leather Strip. Leather strips are incredibly easy to come by, you can buy them from any tanner in Skyrim for just a few gold, or break down spare leather armor you find on bandit raids. Refined malachite is the real bottleneck here, it’s a rare crafting material that most vendors only carry in small quantities, so we’ll cover the best ways to farm it later in this guide.
You also don’t need to worry about losing the armor’s unique enchants when you upgrade it. A common myth I see circulating in player forums is that upgrading enchanted armor resets its enchants, but that’s not true for Nightingale Gear. All the built-in perks, including the 25% sneak boost, 50% frost resistance, and better lockpicking speed, stay exactly as they are no matter how many times you upgrade the armor. I tested this myself on my last playthrough, upgrading my chest piece 3 times from Fine to Legendary, and the sneak boost never changed.
How to Upgrade Nightingale Armor Step-by-Step for All Playthroughs
Once you have all your pre-requisites sorted, the actual upgrade process is really straightforward, even if you’ve never used an armor workbench before. First, double check that you have enough refined malachite and leather strips for every piece you want to upgrade. I always recommend grabbing one extra of each material just in case you accidentally click the wrong upgrade option, it saves you a trip back to the vendor.
Next, head to any armor workbench in Skyrim. You don’t need a special or rare workbench to upgrade Nightingale Armor, the small one right outside the Riften blacksmith’s shop works perfectly, which is really convenient since the Thieves Guild headquarters is just a short walk away. If you’re trying to get the highest possible upgrade tier, pop a Smithing Potion and put on any Smithing-boosting jewelry or clothing you have before interacting with the workbench. These buffs stack, so even a 20% Smithing potion and a 15% Smithing ring can push your effective skill high enough to get a Legendary upgrade even if your base Smithing skill is only 60.
When you interact with the workbench, scroll through the menu until you find the Nightingale Armor piece you want to upgrade. You’ll see all available upgrade tiers listed, from Fine all the way up to Legendary, depending on your current effective Smithing skill. Select the highest tier you have materials for, and the game will automatically apply the upgrade to your armor. Repeat this process for every piece you want to upgrade, and you’re done.
One small tip I picked up last year: if you’re playing on survival mode, make sure you’re not hungry or tired when you upgrade your armor, those debuffs can lower your effective Smithing skill by up to 20%, which might make you miss out on the Legendary tier even with buffs. I learned that the hard way when I wasted 3 pieces of refined malachite on Flawless upgrades when I could have gotten Legendary if I’d just eaten a venison chop first.
Best Ways to Farm Refined Malachite for Upgrades
As I mentioned earlier, refined malachite is the hardest part of upgrading your Nightingale Armor, since it’s not sold by most vendors and only spawns in specific locations across Skyrim. I’ve tried every method of farming this material over the years, and these are the only ones that are worth your time, depending on your playstyle:
- Markarth’s main blacksmith, Ghorza gra-Bagol, usually sells 2-3 pieces of refined malachite every 48 in-game hours. If you’re in a hurry to upgrade your armor, you can fast travel to Markarth, buy all her malachite, wait 48 hours in-game, and her inventory will reset. If you’ve completed the Thieves Guild jobs in Markarth, you’ll also get a 20% discount on all her goods, so you save gold too.
- Mine raw malachite from the Mzulft Ruins near Winterhold. There are 4 malachite veins in the lower levels of the ruin, and each vein gives you 2-3 pieces of raw malachite that you can smelt into refined malachite at any forge. You will have to fight a handful of Dwemer automatons to get to the veins, but they’re easy to take down with shock spells or arrows, even at lower levels.
- Steal refined malachite from the Jarl’s quarters in Markarth. There’s a piece of refined malachite on a display shelf right next to the Jarl’s throne, and if you have a sneak skill of 50 or higher, you can grab it without getting caught most of the time. If you do get caught, you’ll face a 1000 gold bounty, so only use this method if you’re comfortable with being a wanted criminal in the Reach.
- Kill Falmer bosses in deep Dwemer ruins. Most high-level Falmer bosses have a 20% chance to drop 1-2 pieces of refined malachite as part of their loot pool, plus you’ll get other rare crafting materials like ebony ingots and soul gems along the way. This is my go-to method when I’m already exploring Dwemer ruins for other quests, so I don’t have to go out of my way to farm materials.
You don’t need a huge stock of refined malachite to fully upgrade your set, either. To get all 4 pieces of Nightingale Armor to Legendary tier, you only need 4 pieces of refined malachite total, since each upgrade tier only consumes one piece per piece of armor. That means you won’t have to spend hours farming if you use one of the methods above.
Build-Specific Tweaks to Get the Most Out of Your Upgraded Armor
Not every playthrough needs a fully upgraded Legendary set of Nightingale Armor, and wasting extra materials on upgrades you don’t need doesn’t make sense. You can tailor your upgrade strategy to fit your build to save time and gold.
If you’re running a pure stealth archer or thief build that almost never gets caught, you don’t need to upgrade your armor past Flawless tier. The only thing that improves when you upgrade Nightingale Armor is its armor rating, the built-in stealth and lockpicking enchants don’t get any stronger. If you’re sneaking past every enemy and never taking direct damage, the extra armor rating from higher tiers is completely useless. You’re better off saving your extra refined malachite to upgrade the Nightingale Bow instead, which will give you a much bigger damage boost for your playstyle.
If you’re running a combat thief or assassin build that regularly gets into close-quarters fights, you should absolutely upgrade your armor all the way to Legendary tier. The extra 45-50 armor rating across all 4 pieces will cut incoming physical damage by almost 20%, which makes a huge difference when you’re fighting groups of bandits or dragons. If you have the full Light Armor skill tree maxed out, the extra armor from the upgrades stacks with the tree’s built-in armor bonus, making your Nightingale Armor almost as strong as lower-tier heavy armor sets without weighing you down.
If you’re running a vampire or frost mage build, the upgraded armor’s frost resistance stacks with your natural buffs to make you almost completely immune to frost damage. That’s a huge advantage when you’re exploring the northern parts of Skyrim or fighting frost dragons, since you won’t have to waste a perk slot on frost resistance or carry around extra frost resistance potions. I ran a vampire assassin build last year, and my fully upgraded Nightingale Armor let me stand in a frost dragon’s breath attack for almost 10 seconds without taking any real damage.
One last thing: don’t waste materials upgrading pieces of the set you don’t actually use. A lot of players swap out the Nightingale Hood for a custom enchanted hood that gives them better archery or magic boosts, so upgrading the hood is a complete waste of refined malachite. Only upgrade the pieces you have equipped 90% of the time, and save the rest of your materials for other gear.
At the end of the day, figuring out how to upgrade Nightingale Armor doesn’t have to be a confusing grind that wastes hours of your playtime. As long as you have the Arcane Blacksmith perk unlocked, enough refined malachite for the pieces you want to upgrade, and tailor your strategy to fit your playstyle, you’ll have a fully upgraded set that works perfectly for your build in no time. I’ve used this exact process for every one of my Thieves Guild playthroughs, and I still get excited when I see that Legendary tag pop up next to my armor pieces, knowing I can take on any heist or quest without worrying about my gear falling short. If you have a favorite trick for upgrading your Nightingale Armor that I didn’t mention here, feel free to share it in the comments below.
