The Outer Worlds 2: Complete Companion Guide — How to Recruit and Upgrade All Allies

The Outer Worlds 2: Complete Companion Guide — How to Recruit and Upgrade All Allies

Vladislav Sham
November 15, 2025, 05:04 PM
Contents

The Outer Worlds 2 tells the story of a Government of Earth agent's adventure in distant colonies within the Arcadia solar system. The hero must assemble a squad of five daring adventurers, ready to risk everything to save the galaxy from an interdimensional anomaly. In this guide, we'll explain how to unlock all companions, such as Niles, V.A.L.E.R.I., Ines, Marisol, Ada, Tristan. Additionally, we'll provide a detailed walkthrough of unique companion quests to obtain special modulators.

What Are Companions For

Each companion has their own unique set of combat abilities and special skills. The hero can be accompanied by two companions, allowing for a variety of combinations between your character's build and the companions, who can be leveled up to enhance specific qualities. For example, Ines can become a healer or a tank with a rifle.

Besides providing support in combat, companions can deliver special lines during dialogues in main and side quests. They also help ease loneliness and occasionally interact with each other, creating unique dialogues.

It's worth noting that you can complete the entire game, except for the prologue, in solo mode. Bringing companions with you is not required in most cases. Moreover, they do not interfere during stealth and never give away your position.

How to Unlock Allies

The first two companions are available from the start of the game. The rest will join the squad when certain conditions are met. To help you understand when you can meet companions, below is a spoiler-free summary of all the main stages of the game's story.

  1. Prologue (A Cause Worth Killing): Niles and Valeri.
  2. Eden (The Saboteur of Paradise): Ines.
  3. Dorado and Free Market (On the Trail of the Traitor): Marisol, Ada, Tristan.
  4. Abode and Praetor (An Instrument to Unfold Space & Time).
  5. Undeniable Right (Fiends in High Places).

Allies can be leveled up by completing unique companion quests, at the end of which you'll receive special modifiers. These are used at the workbench in the "Squad Upgrades" section. To assemble a full squad and complete all companion quests, you need to unlock all story locations. This can be done after negotiations between the Order of Ascension and Aunt Cleo's Corporation break down during the "Fiends in High Places" mission.

Niles Abara

Available at the very beginning of the game. The guy is armed with a revolver, so he performs well at medium and close range. In addition, he serves as a field workbench. Niles' first quest will appear after visiting the Fairfield town hall. He will ask you to visit his acquaintance in Westport on the east side of the island.

There, Zebulon will ask you to rescue some saboteurs from captivity, which will start the quest "Pressing Cares". Cross over to the second part of the island using the wreckage of the space shuttle to the east.

Take out the soldiers, open the cage with Odra, convince her to retreat, then blow up the Protectorate shuttle yourself and return to Zebulon. Leave the paradise island and head to the planet Praetor after completing the story quest "Fiends in High Places".

Head north to the matriarch's tomb. Zebulon will ask you to descend to the lower level and retrieve valuable information. Then you'll have to convince him not to reveal the truth about the former agreement between the Protectorate and the Earth government. This way, you'll complete Niles' final quest "Do More Harm".

VALERIE

The only companion who cannot leave the party. The robot is armed with a blaster and can heal companions. For the first upgrade, complete the early game quest "A Healthy Improvement". Listen to the instructions for opening especially durable cases and open it using an upgraded decryption key.

The next upgrade is obtained during the quest "Better by Factors". Land on the planet Praetor. Move to the automaton manufacturing complex and find the modification case in the main hall.

Inez

The girl with a biological transplant instead of a hand can be found in the Ministry of Credibility on the west side of Paradise Island. To recruit her, you need to watch a scene where Minister Milverstreet fires her from the corporation. Then find Inez at the exit of the town hall and invite her to join the team.

The first upgrade can be obtained during the quest "Better than Nature", which is given by the city scientist Ethel Tinsley. You need to go to the monster lairs in the south and north of the island. Then you must decide which tissue to graft onto Inez's arm: crab-skeleton tissue or matriarch raptodon tissue.

Next, head to the "Undeniable Right" space station. Reach the head office tower and receive a message from a courier. Inez will want to destroy everything related to transplants. As a result, the quest "A Most Extraordinary Specimen" will be activated.

Head to the planet Abode and find the "Frozen Maw" cave in the northeast. Descend into the "Algid" menagerie, rescue Dr. Giles Rasmussen and persuade Inez not to kill him. Obtain new implants and return to Ethel with your report.

Inez will ask you to finish what was started and find the person who began the transplantology program, which will start the quest "Half Truths in Advertising". Go to the corporate headquarters to Vice President Willard Connell.

Willard is ready to resume the peaceful application of the transplantology program. However, corporate management has drastically cut the budget, so he will ask for your help. You need to go to Praetor and demonstrate Inez's abilities so that the other vice presidents can see the potential of prosthetics.

Land on the planet and head south to the "Aunt Cosmos" border camp. To the right of the checkpoint, find correspondent Orlin Crawford. The task is to infiltrate the Protectorate checkpoint in the center of the location, free the corporation's soldiers, eliminate all enemies, and then give an interview to the reporter. Return to Willard, who will be able to restore funding. In addition, he will allow Inez to control the use of transplantology.

Marisol

Marisol is a former high-ranking secret agent of the Order of Ascension. The first meeting will be on the planet Dorado. In the story quest "On the Trail of the Traitor", the side quest "Beginning at the Endpoint" will be activated—you need to find out the cause of the accident at Ziranium Manufactory VII. If at the end of the investigation you accuse Marisol of sabotage, you will have to kill her. Therefore, to gain a valuable ally, take the spy's side and eliminate Proctor Freedom.

Upon leaving the manufactory, Marisol will ask for help; if you agree, the quest "The Midpoint to the Endpoint" will be activated. Land on Praetor and head southwest to the Pass of Reason. Help the former seer Anais Bujold fend off an attack from scavengers. If she dies, the companion will leave the party or try to kill the hero.

Anais will ask you to find her works, confiscated by the Order. Head southeast to the "Winter Vise" center, a territory controlled by the corporation. Talk to the guard to get inside. Meet with the seer, disable all traps, save backup quasi-specialist Spunhauer, and burn all archives except "Useless Research" so that the "Aunt Cosmos" soldiers let you leave without a fight.

Return to the ship and travel to the planet Dorado. Talk to Marisol, who has discovered that someone made a copy of Anais's research, so it must be destroyed. Then the quest "Endpoint's End" will begin. Head to the Matriarch's shelter and ascend to the Alexandrian Monastery.

Enter the Hermits' Shelter, examine the scene of Chao's murder, and discuss the evidence with Marisol. Return to the ship and head to Eden to the preemption point. Start the experiment to create a micro-universe, persuade the hermit Bryun not to participate in the research, then go down to the first level and convince zealot Grace Southworth to lay down her arms. Return to the ship and discuss the events with your companion.

Aza

The companion is skilled with a short blade. To recruit her to the squad, you need to get to the decommissioned autonomous extractor on the planet Dorado. Most likely, you will end up there during the story quest "On the Trail of the Traitor" when you head to the N-Ray testing ground. To save Aza, you need to eliminate all enemies and open the door on the second floor of the complex; after that, she will gladly agree to accompany the hero to the underground laboratory.

Directly in the underground laboratory of the N-Ray testing ground, she will ask you to inspect a device resembling a tripod, which is a communication channel for cultists. Afterward, the quest "The Dawn of Glorious Betrayal" will be activated, in which you need to return to Paradise Island and eliminate all enemies in a small location north of the Church of Redemption. Then you'll have to take out Hierarch Ziegler; convincing Aza to spare him will not work.

Next, the quest "Stabbing at Shadows" will automatically begin. Return to the ship and fly to Abode. Find the relay in Newton's Church and head north from the rift near the corporate garrison. Meet with Severin, and it will turn out that the order to eliminate Aza came from the leader of the "Glorious Dawn." Use "Speech" to save the guy's life.

Head to Praetor and infiltrate the central administration in the northwest of the biome. Get into the prison block, read the records from the terminal, reach Dagmara Sharp and either kill her or convince Aza to retreat. You can go in with a fight or head to the Matriarch's tomb and find a hidden door in the first hall. This way, you can sneak through the ventilation ducts unnoticed.

Tristan

To recruit the Protectorate arbitrator armed with a two-handed hammer, you need to complete a series of actions. Go to the Free Market and visit the bar. Talk to Tristan and agree to start the quest "Arbitrary Measures." Land on Dorado and find the abandoned refugee settlement in the southwest, not far from the constable's estate.

Now inspect the terminals, the high-tech transmitter, the destroyed automatons, the bodies of the refugees, and the radio tower on the roof of the main building, then fend off an attack by automatons. Return to the bartender, then go down to the basement to talk to the leader of "Sub Rosa," after which you will be able to recruit Tristan to the squad.

Return to the ship and talk to the arbitrator, who will ask you to meet with Vergil to start the quest "Listening For a Clue." Head to the "Voice" station, but you'll find Watchman Perrault there. Resolve the situation peacefully to get as much information as possible about the events at the top of the Protectorate.

Board the ship and fly to the "Eye" inspection station. Get past the trap, hack the terminal, and restore the reactor. Return to the main hall, turn the valve next to the hologram, and descend to Luther Okada. Persuade Tristan to spare his old acquaintance, then read all the records from the computer and return to the vessel.

Talk to Tristan to start the quest "Casting Off the Veil." Fly to Praetor and enter the central administration. Take the elevator to the High Arbitrator's office, activate the Order's globe in the right corner, and read all the records from the terminal. Then Junior Arbitrator Mayhall will appear—convince her not to kill Tristan, then return to the "Incognito." Go to a random location, disembark, reenter the ship, and talk to your companion.

Land on Eden, head to the arbitrator training center, and descend into the underground complex. Eliminate the watchmen and make your way to the surface, then persuade Tristan to spare Vergil. Return on board and talk to your companion.

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