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In the lands torn apart by the Scarlet Rot, a friendly character waits alone in a crumbling church for someone to help her get back on her feet. That poor flower is Millicent, a woman with mysterious ties to the Demigod Malenia but whose quest will provide invaluable rewards for those who value dexterity.
In this article, I will be giving you some information about Millicent’s story and how she functions in combat. Additionally, this guide will walk you through Millicent’s rather lengthy questline and give you some tips about avoiding failure and overcoming obstacles along the way.
Millicent
Lore
Millicent is a young woman with mysterious ties to both Malenia and the Scarlet Rot. When the player first meets Millicent, she is huddled in a ruined church and infected with the scarlet rot. This certainly is not an unusual fate for an inhabitant of Caelid.
However, Sage Gowry mentions that the Servants of Rot seem to be worshipping Millicent like some sort of Goddess.
There isn’t much known about the Servants themselves, but the most likely explanation for this behavior is Millicent’s connection to Malenia.
Since Malenia was the first to spread the scarlet rot and eventually became a living embodiment of it, perhaps the servants, with their limited understanding, believe that Millicent is Malenia. There is some support for this theory, but I will get to that in a bit.
Additionally, Sage Gowry, the man who first asks you to cure Millicent’s condition and who claims to have raised Millicent and her sisters, is revealed to be a Servant of Rot if you kill him. He also respawns and mentions that perhaps his real body is elsewhere, which could mean a couple of things.
Firstly, it could indicate that Sage Gowry is just in a different location, using the Servants of Rot like avatars to interact with the player. This would make sense, considering his knowledge of Sellia and his proximity to the Town of Sorcery.
Another theory is that Sage Gowry is not a person at all but instead a sort of persona that the Servants of Rot use to interact with intelligent beings. This would also imply that Millicent and her sisters were raised by Servants of Rot
Anyway, back to Millicent. The simplest explanation for Millicent’s relation to both her sisters and Malenia is that Millicent and her sisters are Malenia’s daughters.
If this is the case, the question of who the father is remains. Others speculate that there is no father, and that the Scarlet Rot propagated and created new versions of Malenia in order to spread.
Essentially clones, this would explain why Millicent and her sisters not only looks exactly like Malenia, but are also missing the exact same arm.
At the end, Millicent states that if she continues to live, she will sprout into something like Malenia. This fully explains why the Servants of Rot worshipped Millicent and why she felt the need to kill her sisters.
It also explains why, if Gowry is speaking for the Servants of Rot, that he felt the need to keep her alive and why he asks if “she hated them” after she dies.
Rundown
- Quest Givers:
- Sage Gowry
- Millicent
- Bosses:
- Commander O’Neil
- Godskin Apostle
- Ulcerated Tree Spirit
- Millicent’s Sisters
- Millicent
- Possible Rewards:
- Prosthesis-Wearer Heirloom
- Millicent’s Prosthesis
- Unalloyed Gold Needle
- Flock’s Canvas Talisman
- Rotten Winged-Sword Insignia
Millicent’s Quest
Rundown
- Quest Givers:
- Sage Gowry
- Millicent
- Bosses:
- Commander O’Neil
- Godskin Apostle
- Ulcerated Tree Spirit
- Millicent’s Sisters
- Millicent
- Possible Rewards:
- Prosthesis-Wearer Heirloom
- Millicent’s Prosthesis
- Unalloyed Gold Needle
- Flock’s Canvas Talisman
- Rotten Winged-Sword Insignia
Starting the Quest
To begin the quest, head to the rotting swamps of Caelid and locate a lone shack outside the gates to Sellia, Town of Sorcery.
The building you are looking for is guarded by a giant dog, but if you approach from the rear the hound should not notice you. Inside speak to the lonely sage sitting in the back of the room. This sage, Gowry, will tell you about a girl hiding out up the hill in the crumbling church.
Commander O’Neal
Talk to him until he suggests a method to help the poor girl and mentions the Unalloyed Gold Needle. From Gowry’s shack, travel a short way west into the Aeonian swamp. As with much of Caelid, this area is going to test your character’s immunity.
The swamp in particular is dangerous since the ground is covered in scarlet rot, so I suggest you let Torrent do the leg-work until you reach dry land. Make your way through the swamp until you reach a broad patch of open space scattered with bones and piles of rusted weapons.
Upon entering the arena, the boss you are looking for, Commander O’Neal, will spawn. You will need to defeat him and recover the broken needle to progress.
At the start of combat, O’Neal will spawn five exile soldier spirits to fight alongside him. While not a serious threat on their own, these spirits can be a serious nuisance if they aren’t handled, so wipe them out first.
When reduced to half health or less, three more large exile soldier spirits will be called to join the fight.
The commander is well-armored and will attack with broad, sweeping blows that can knock your character down and inflict scarlet rot. I recommend keeping some Preserving Boluses handy to keep the rot from building up.
O’Neal is most vulnerable from the rear and is especially weak against piercing attacks. He is also a slow-moving opponent, meaning ranged users can easily outmaneuver him on horseback. However, he is resistant to slashing attacks and immune to Scarlet Rot and Madness effects.
When defeated, Commander O’Neal will drop the broken Unalloyed Gold Needle and the Commander’s Standard. The Heart of Aeonia site of grace will also become available nearby.
After recovering the broken needle, return to Sage Gowry and hand it over to him. He will need time to repair the needle, so teleport to a nearby site of grace and wait for a few days before returning.
After some time has passed, speak to Gowry again and he will give you the Unalloyed Gold Needle and ask you to bring it to Millicent.
Meeting Millicent
Once you have the repaired needle in hand, head up the hill to the Church of the Plague. The path to the church isn’t straightforward, but there are two potential ways to get there.
The closer of the two routes requires you to solve the puzzle of the nearby town of Sellia to open the way forward. However, you can also approach from Dragonbarrow and reach the church by using a spirit spring.
The path up the hill is guarded by a troll who will pelt you with magical rocks and the graveyard around the church is patrolled by servants of rot. After surviving that and reaching the ruined building, you will find Millicent slumped against the far wall.
She is missing an arm and nearly dead from the Scarlet Rot living in her. She will ask for help and give you the option to hand over the gold needle. Do this and she will fall unconscious. Go and rest at the nearby site of grace to wake her up.
Speak to her again once she has recovered, and she will reward you with the Prosthesis-Wearer Heirloom, a unique talisman that significantly boosts your character’s dexterity when worn. Rest at the site of grace once you have exhausted her dialog, and she will leave the church.
Head down the hill to Gowry’s shack, where she has taken his place. Speak to her again and rest at another site of grace. Now Millicent will be gone, and Gowry will be back in his chair, offering to sell you spells.
The Shaded Castle
For the next portion of the quest, you will need access to the Altus Plateau region. Once here, you can find Millicent not far from where you first exit the grand lift, right next to the Erdtree-Gazing Hill site of grace.
Speak to her until her dialogue is exhausted and rest at the site of grace nearby. Once this is done, head north.
The place you should be headed is the Shaded Castle, sunk into the poisonous swamp at the northern end of the map. You can reach the castle by following the marshy trench that runs through the western edge of the region.
Here you will need to locate the Valkyrie’s Prosthesis for Millicent. Inside you will face Putrid Corpses, Poisonous Slugs, Depraved Perfumers, Cleanrot Knights, Wraith Callers, and a lot of Revenants. At least you don’t have to fight the boss if you don’t want to.
You can enter the castle from a pile of boulders near the northwestern wall. Beware of the marsh, as it covers most of the ground inside the castle.
You won’t be able to summon Torrent inside the castle, so make sure you have either a very high immunity stat or plenty of boluses to cure yourself of poison. Backstepping through the marsh is much faster than running through, just be sure not to roll in it.
Move from rooftop to rooftop until you reach a wooden tower with a ladder running up it. Climb the ladder up onto the battlements and follow the path to the left. Move carefully, as you are approaching a dangerous foe.
At the end of the wall is a tower guarded by a Cleanrot Knight. At first, it may appear simple enough to sneak up on him and get a backstab but take another look. If you haven’t already slain them, there are three rotting strays nearby waiting for you to try just that.
Even if you have killed the hounds, you cannot get close enough to backstab the knight without waking him, so it is better to attack from a distance first and get some damage off.
Pay attention to how the knight holds his weapons. If his spear is lowered, he is preparing to charge. Being hit by this attack will result in you being skewered and most likely infected with scarlet rot, assuming you survive. If the knight’s weapons are crossed, he is waiting for you to strike so he can parry your attack and then shishkabob you. Attack from a distance or get behind him when this happens.
Once you have defeated the knight, pop open the chest in the tower he was guarding to claim your prize. Bring the prosthesis back to Millicent at the Erdtree Gazing Hill to return her to fighting shape and continue the quest. Once you have done this, head north again, to Dominula this time.
Dominula
Built on the northernmost hills in the region, the Windmill Village overlooks the entire plateau. At the base of this village, right next to the Windmill Village site of grace, Millicent stands waiting. Speak to her until her dialogue is exhausted, then make your way up the hill.
The name of this village is Dominula, and it is a surreal and dangerous place. The entire population is made up of female celebrants dancing around flowery crucifixes.
At first, most of these celebrants will appear passive, but strike one of them or step into the wrong part of the village and the women will brandish cleavers, axes, and spiked clubs and attack you with a frenzy. Be careful exploring the corners of the hillside, as celebrants and rotting strays alike wait in the bushes to suddenly ambush you.
Fortunately, the celebrants aren’t especially dangerous on their own, and can be slain rather easily. Just don’t let yourself get cornered or surrounded, and you should be able to fight several celebrants at once. That said, the real threat waits at the top of the hill.
Godskin Apostle
At the top of the village, above the throngs of dancing women, a Godskin Apostle waits for you. If you’ve fought one of these guys before, you know how frustrating they can be. Their bodies are pliant and can stretch to give their attacks significant reach. Additionally, their blade attacks can be unpredictable, and their black flame spells are a real nuisance to avoid.
Fortunately, Millicent’s summon sign can be found nearby and now that she has two arms again, she is a force to be reckoned with. However, you do not have to summon Millicent to continue the quest.
At first, the apostle will fight only with his blade and black flames. During this phase, it is easier to close in behind him and deal damage. If you are a ranged fighter, be aware that the godskin apostle can close distances easily and with deadly precision. Many of his attacks involve lunging strikes and his black flames travel quickly and will seek you out. Once you have dropped his health to 60% or lower, the real battle begins.
The apostle will fly upwards before slamming down in a burst of black fire. Magic and ranged users should do everything they can to keep some obstacle between themselves and the apostle at this point. Melee fighters should remain very aware of their distance from the boss.
The apostle will begin to stretch his upper body in unnatural ways to perform broad sweeping attacks that are very difficult to predict. Fortunately, his lower body will remain still as he does this leaving it vulnerable as long as his torso is stretched. Focus on using physical attacks and bleed effects if possible, as the apostle has a particular vulnerability to slashing attacks and blood loss.
After you have defeated the Godskin Apostle, it may be a while before you can see Millicent again.
Mountaintops and the Haligtree
The next location you can find Millicent is the Mountaintops of Giants, just down the path from the Ancient Snow Valley Ruins site of grace. Speak to her until her dialogue is exhausted and she will relocate once again, and once again it may be some time before you can reach her new location.
Now Millicent can be found at the Prayer Room site of grace in Elphael, Brace of the Haligtree. This is a high-level and very dangerous area, so make sure you are strong enough to hold your own against the threats here before you embark.
In fact, to even reach this location, you will first need to acquire both halves of the Haligtree Medallion and pass through the Consecrated Snowfield. Once you have accomplished this and reached the prayer room, speak to Millicent until her dialogue is exhausted.
Next, carefully make your way down through Elphael. It won’t be an easy path, and you will be facing off with multiple Cleanrot Knights, Servants of Rot, and the ever present threat of fall damage.
Assuming you can handle all of that, make your way into the sewer system and locate the Drainage Channel site of grace. Head up the channel into a cavern with roots sprouting from the walls and ceiling. Make your way across the gap to your left to reach a landmass with a lake of scarlet rot at its center.
Here you will encounter another of the many Ulcerated Tree spirits in the game. Be cautious of the Servants of Rot around the edges of the island as you fight, as their spittle attacks can knock you off of small locations that may offer you respite from the tree spirit. Once you have defeated the monstrous root creature, head back to the Drainage Channel site of grace and rest to reload the area.
Here is where the quest reaches a crossroads.
Making a Choice
Return to the landmass where you fought the ulcerated tree spirit. Now you will find two summon signs nearby. Here you will have to make a choice, as you cannot use both. One will transport you to fight alongside Millicent in the battle against her sisters. The other will allow you to challenge Millicent to a duel. Depending on which path you choose, the quest will grant you a different reward.
Assisting Millicent
- Reward: Rotting Winged Sword Insignia
- Unalloyed Gold Needle
If you choose to assist Millicent, you will be summoned to her world to fight by her side against her four sisters. Millicent’s sisters are also descendants of Malenia meaning the fight won’t be easy, even with Millicent at your side. Each sister fights with a different weapon and move set.
- Mary, the Eldest Sister, wields a Halo Scythe and uses Discus of Light similar to Cleanrot Knights.
- Maureen, the Second Sister, wields a Treespear and can use Sacred Order, giving her weapon attacks a boost of holy damage.
- Amy, the Third Sister, fights with two Flowing Curved Swords, and can perform spinning attacks that deal significant poise damage.
- Polyanna, the Youngest Sister, uses a Blade of Calling, which allows her to suddenly leap into the air and fire a devastating bolt of holy energy.
It may be tempting to try and split off from Millicent to separate the attackers, but doing so will usually result in the sisters ganging up on her and leaving you alone to deal with them.
Try and stay close enough to Millicent to draw the attention of at least two of the sisters, but not so close that the two of you are surrounded. Millicent can deal significant damage if given breathing room, so keep an eye on her to make sure the sisters don’t have her stunlocked before darting away.
None of the sisters have a ton of health, so focusing fire on one at a time to even the odds is a solid strategy. If you are a ranged fighter, use the slopes on the sides of the island to get some distance.
Keep in mind that all the sisters are immune to scarlet rot and madness as well as being resistant to holy damage and poison. That said, they have very little resistance to physical attacks and both bleed and frost are quite effective against them. Due to this and their tendency to group together, swarm pots are very useful in this fight. If you are really struggling, there is a pillar next to one of the slopes that you can jump to and be relatively safe.
Once you have defeated the sisters, you can find Millicent near where you touched her summon sign. Speak to her again and she will hand over the Rotting Winged Sword Insignia and the Unalloyed Gold Needle. By handing over the needle, Millicent chooses to let the scarlet rot kill her and die alongside her sisters.
The Rotting Winged Sword insignia will greatly increase your attack power with successive strikes, making it especially useful for aggressive fighters and those who prefer quick weapons such as daggers. The Unalloyed Gold Needle can be transformed into Miquella’s Needle after defeating Malenia and using the needle on her flower. This also earns you a Somber Ancient Dragon Smithing Stone and allows you to remove the brand of the Three Fingers and prevent the Lord of Frenzied Flame ending if used in Dragon Lord Placidusax’s arena in Crumbling Farum Azula
Fighting Millicent
- Reward: Millicent’s Prosthesis
Don’t expect an easy fight if you choose to battle Millicent either. She is an agile combatant with a few skills similar to Malenia, though without the ability to steal health from you. Her attack patterns are rapid and aggressive, but not so different from those of her sisters. Keep your distance when she uses her Waterfowl Dance skill, as it is extremely difficult to avoid in close quarters and can drain your health in a matter of seconds.
Killing Millicent will reward you with Millicent’s Prosthesis, a talisman that increases your dexterity score by 5 and boosts your attack power with successive strikes. This talisman combines the effects of the Prosthesis Wearer Heirloom and the Winged Sword Talisman. It should be noted that the attack-boosting buff is not as potent as the Rotting Winged Sword Talisman.
FAQs
Question: Does the effect of the Rotting Winged Sword Talisman stack with the standard Winged Sword Talisman?
Answer: No. You can only have one of the winged sword talismans equipped at the same time, so they cannot stack.
Question: Does the effect of Millicent’s Prosthesis stack with the Prosthesis Wearer Heirloom?
Answer: Yes. You can acquire both Millicent’s Prosthesis and the Prosthesis Wearer Heirloom in the same playthrough and they do stack.
Question: Are Millicent and Malenia the same person?
Answer: It isn’t stated whether or not Millicent is somehow a reincarnation or clone of Malenia created by the scarlet rot, but it is implied that Millicent is a descendant of the Goddess of Rot.
Conclusion
After you have completed the quest, you can return to Sage Gowry and find him weeping over Millicent’s death. Killing Gowry at this point will cause him to drop the Flock’s Canvas Talisman, which boosts the potency of your incantations by 8%.
Hopefully this guide provided some thoughtful insight into exactly who or what Millicent is and helped you complete her quest in a satisfactory manner. As sad as it is to see a longtime companion go, you should be near the end of the game by the time you finish her quest. The Elden Throne awaits, Tarnished.
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