Mortal Shell 2: Widow's Overlook walkthrough (Part 2)
Overview & Key Takeaways
Now that you've completed the Prologue of Mortal Shell 2, it's time at last to take your first steps in the true open world. At the top of Marrow Keep, you can send yourself to either the far north or the far south - and as you may have found out by yourself, the north region of Widow's Overlook is a far better starting point than the far more dangerous Outskirts Of Mammon.
In Part 2 of our expansive, exhaustive walkthrough of Mortal Shell 2, I'll guide you through the entirety of Widow's Overlook. Follow the steps below and you'll end up with two new maps, a new Shell, some Tarstones, and a great many more materials for upgrading your character and kit later on. Let's begin!
Now that you've completed the Prologue of Mortal Shell 2, it's time at last to take your first steps in the true open world. At the top of Marrow Keep, you can send yourself to either the far north or the far south - and as you may have found out by yourself, the north region of Widow's Overlook is a far better starting point than the far more dangerous Outskirts Of Mammon.
In Part 2 of our expansive, exhaustive walkthrough of Mortal Shell 2, I'll guide you through the entirety of Widow's Overlook. Follow the steps below and you'll end up with two new maps, a new Shell, some Tarstones, and a great many more materials for upgrading your character and kit later on. Let's begin!
Want the walkthrough for a different area of the game? You'll find the full list of all our guides on our Mortal Shell 2 walkthrough hub page!
Widow's Overlook walkthrough steps:
- Level up at Marrow Keep Beacon.
- Find Genessa and the Desolate Keep.
- Explore the rest of the Marrow Keep.
- Complete the Corrupted Statue Trial.
- Meet Gorf, and feed him a Weltcap.
- Obtain the Map Of Fainweald [3].
- Reach the Blackridge Pass Beacon.
- Collect the Ovum from the Mustworn Tomb.
- Feed Gorf again on the way back.
- Obtain the Map Of Fainweald [4].
- Unlock Tiel's Shell.
- Conquer the Ritual Grounds.
- Conquer the Martyr's Tomb.
- Defeat the Great Arbiter Of Flesh.
- Give the Obsidian Lathe to Franz.
- Light the Extinguished Lantern at Marrow Keep.
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1. Level up at Marrow Keep Beacon.
Now that you've reached the Marrow Keep Beacon, you can level up your stats for the first time. As long as you didn't lose your Gloom during the Prologue, you should have enough to reach Level 4 - but even if you don't, just level up as much as you can.
Image credit: Rock Paper Shotgun/Playstack
It's worth noting if you've come from Dark Souls, Elden Ring, or nearly any other Soulslike: one big departure in Mortal Shell 2 is that you don't choose which stats get upgraded when you level up. The level you're on determines which stats are improved. Buildcrafting lies elsewhere in this game, as you'll discover soon!
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2. Find Genessa and the Desolate Keep.
Before you do anything else, you need to familiarise yourself with the Marrow Keep. This will be your home base for the rest of the game, and there are plenty of NPCs waiting to introduce themselves to you and offer their various services.
Starting at the Beacon with your back to Zhirelle, head down the left-hand path first. Exhaust the dialogue of the disciple standing in front of the dead-end tunnel. Then turn left again and head down into the crypt of marble sarcophagi.
Down here, there are three things to loot. Under the stairs you just descended, there's a 250x Coin Pouch. On one sarcophagus, you can loot a Ventrium. And if you head all the way around the back of the circular arena, you'll find a hidden Coin Of Mammon.
Image credit: Rock Paper Shotgun/Playstack
Now enter the arena and speak with Sester Genessa. This will prompt a mandatory training exercise where you need to Perfect Guard her attacks until you break her, allowing you to Riposte. Do this, and you'll earn a new Seal: the Infinite Seal.
Image credit: Rock Paper Shotgun/Playstack
Should you switch to the Infinite Seal? An extra tip from Ollie
You now have three Seals to choose from, and they're all very strong in their own right. The Infinite Seal is my personal favourite. It's high-risk, high-reward, because unlike the Untarnished Seal, you can't hold to block anymore. You have to time your blocks perfectly - but as a reward, you deal more break damage each time.
Having said that, I must reluctantly conclude that Vatra's Seal (hardening instead of blocking) is probably the best Seal in the game. To learn more, check out Jeremy's guides on how to parry and how to harden.
Speak with Genessa again and you can try out the Infinite Seal in training with her. You should also completely exhaust Genessa's dialogue - she'll tell you about a prison that she created to contain her "fractured selves".
Turn around, and head to the far wall to the right of the wooden stairs you came down earlier. You'll see a section of wall marked with a white symbol. Attack the wall to dispel it. Yes, Mortal Shell 2 has illusory walls as well.
Image credit: Rock Paper Shotgun/Playstack
Image credit: Rock Paper Shotgun/Playstack
Behind the fake wall is a censer, chained to the wall in four places. Destroy all four chains, and you'll be able to interact with the censer to "Commune With Chaos". This will transport you to a very dangerous mid-to-late-game dungeon known as the Desolate Keep. At the moment, you're far too weak to tackle this dungeon, so back out of it for now. At least now you know where it is, for when the time comes later on in our walkthrough!
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3. Explore the rest of the Marrow Keep.
This step will walk you through how to find everyone and everything else in the Marrow Keep, but if you want to find it all yourself, here's a quick list:
- Vratko (outside the Tarforge)
- Franz (at the Tarforge)
- Milos (in the Ova Nursery)
- The Gloom Siphon (in the Ova Nursery)
- Merrick and Louis (right from the Ova Nursery)
- The Slayer Seal (beyond Merrick)
Head back up the stairs and take the left-hand route to reach Vratko - a strange and devoted Disciple who will evermore offer to wash your feet. Feel free!
To Vratko's left, you can head up the stairs to reach Franz and the Tarforge. This is where you can upgrade your weapons throughout the game - but first, you need to give the Muradean Actuator you found in the Prologue to Franz, to help repair the forge.
Image credit: Rock Paper Shotgun/Playstack
Now you can interact with the forge at its opposite side, and upgrade your Iconoclast sword. You should have enough Coin and Ventrium to upgrade it to +3, which I'd highly recommend doing!
Now head back down the stairs and through the opposite doorway. You'll end up in the Ova Nursery, where all the Ova you've collected through the game will show up. You can also speak with Milos, the Ovum Keeper, and exhaust his dialogue.
Image credit: Rock Paper Shotgun/Playstack
Before you go anywhere else, head over to the strange contraption in the centre of this room. This is the Gloom Siphon. Each time you bring new Ova to the Nursery, use the Gloom Siphon and it will provide you with Gloom for free based on how many Ova you haven't yet siphoned.
Head through the doorway into the grassy area opposite where you came from, and you'll find Merrick. He has a shop here in the Marrow Keep, and will sell you everything from upgrade materials to Tarstones (more on these later) to maps that lead you to new weapons in the world.
Image credit: Rock Paper Shotgun/Playstack
The shop isn't open yet, but speak with Merrick, and he'll give you the first map for free - a map to the Forgotten Crossbow sidearm. You can also pet Merrick's dog Louis, but he'll merely growl at you.
Keep heading past Merrick and you'll descend into a lower cave area. At the far end you'll find a throne, and atop the throne you can loot the Slayer Seal.
IMPORTANT: Equipping the Slayer Seal will disable achievements for this playthrough! I don't advise it!
Image credit: Rock Paper Shotgun/Playstack
This Seal gives you access to a couple of powerful abilities which make the whole game easier. It's intended for players who are finding the game too challenging. You can loot it, and it'll stay in your inventory, which is fine. But make sure you don't equip it unless you really want to! This walkthrough won't use the Slayer Seal.
Now turn around and take the left-hand route to reach the Beacon once again. You've now introduced yourself to everyone, and it's time to continue your adventure!
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4. Complete the Corrupted Statue Trial.
Head past the Ova Nursery and you'll reach the massive elevator that takes you to the top of the Marrow Keep. There are also various locked chests in this elevator room, which we'll come to later on.
Image credit: Rock Paper Shotgun/Playstack
Ride the elevator to the tower's top, and speak with Ruk once more. There are two ways to go: either north (Ruk's side), or south (through the corruption). South is much, much harder, and intended for later on in the game, so head to the north side and interact with the platform to transport yourself to the one available Beacon in the land below: Widow's Overlook.
Image credit: Rock Paper Shotgun/Playstack
Welcome to Fainweald - the land to the north of the Marrow Keep. Enter the Widow's Overlook Beacon, and you'll find there's no dungeon inside, just a room in which you can loot a Glimpse and read a journal entry for some lore.
What is Glimpse? An extra tip from Ollie
Glimpse is a resource that you mostly obtain by clearing out corruption in Beacons, and claiming Ova. It's used back in the Marrow Keep to upgrade your Shells, granting them new passive effects and improving their stats. You can speak with Zhirelle back in the Marrow Keep to spend any Glimpse in your possession.
Back outside the Widow's Overlook Beacon, you can read the journal entry in the abandoned camp next to you for some lore on the big boss of this region. After that, head up the slope to the north, and you'll come to a Corrupted Statue.
Image credit: Rock Paper Shotgun/Playstack
Image credit: Rock Paper Shotgun/Playstack
First, check the tree to your right and you'll find a group of 3x Weltcaps. Next, gird yourself for a fight, and then interact with the statue to "Begin Trial".
During a Corrupted Statue trial, you're forced to stay in the area and defeat the waves of enemies which spawn one after the other. In this case there are just two waves, both consisting of the same new enemy type: a floating sword-wielding Wraith. Intimidating, yes, but very easy to block no matter which Seal you're using.
Kill them all, and once colour returns to the world you'll know the trial is complete. Interact with the Statue again for a reward: the Retribution Stone.
Image credit: Rock Paper Shotgun/Playstack
The Retribution Stone is your first Tarstone. All Tarstones have unique effects and can be equipped in slots of the correct type within your Tarstone menu. This particular Tarstone increases your Riposte (critical hit) damage by 20%. Equip it immediately, so you can start earning XP with it and level it up at the Tarforge later in the game.
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6. Obtain the Map Of Fainweald [3].
Leave Gorf for now (don't worry, you'll be back soon). This time take the left-hand route all the way around the rock and you'll find a group of Torch Cultists wielding torches. They attack fast, so prepare to block faster. Kill them all, and then loot another Ventrium from the statue on the cliff edge.
Image credit: Rock Paper Shotgun/Playstack
Now turn around and you'll see a wooden bridge on the cliff edge, guarded by a lone Shield Brigand. Heavy Attack to kill him, and head across the bridge. On your left you'll see Ruk standing atop one of his "Map Statues", as I call them. Each time you find a new one of these statues, Ruk will be there to give you a new map of the surrounding area.
Image credit: Rock Paper Shotgun/Playstack
Loot the statue to obtain the Map Of Fainweald [3]. This map actually reveals a later area than we're going to, but it's good to pick up the map now.
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8. Collect the Ovum from the Mustworn Tomb.
Inside the Mustworn Tomb, you'll mostly just find regular low-level enemies. However, the cave is also littered with explosive barrels which can kill you in one go. So you'll need to be very careful - both about not slashing them yourself, and about not standing too close in case a stray shot from an enemy hits them and kills you instantly.
Image credit: Rock Paper Shotgun/Playstack
Head around the corner from the first barrels and kill the Crossbowman by the crates. Keep heading down the path killing all enemies in your way, and loot the Common Moonshine from the corpse in the corner. At the end of the path you'll find an opening on a ledge slightly above more explosive barrels. From a safe distance, shoot the barrels with your Naylshotte to break open the path. If you need more Resolve to fire your Naylshotte, attack the Resolve-giving tentacle opposite.
Didn't catch what Resolve does?... An extra tip from Ollie
Your Resolve bar is the yellow bar above your Health. You use Resolve to fire your sidearm and also to use your Shell ability (and other abilities later on). You regain Resolve every time you land a melee attack on an enemy, and it also refills when you're resting at a Beacon. You can also use Common Moonshine to replenish your Resolve.
Once the fire on the floor from the barrels has cleared, head through the opening and around the corner you'll find the corruption at the end of the Tomb. It's guarded by a fairly powerful Tarblighted Miner enemy wielding a pickaxe.
Image credit: Rock Paper Shotgun/Playstack
It's okay if this enemy takes you a couple of tries; his combos are fairly relentless, and if your timing is off with any of your blocks then it'll mean a quick death. The good news is he doesn't have much health, and with your newly upgraded sword you should be able to take him down without too much trouble.
Once this last enemy is defeated, cleanse the corruption at the end, and retrieve the Ovum from the Mustworn Tomb. You can then transport back out into the overworld again.
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9. Feed Gorf again on the way back.
Head back to the Widow's Overlook Beacon - as I say, heading any further in this direction is very challenging for now.
But on your way back, check in with Gorf again. Resting at the Blackridge Pass Beacon should have "reloaded" the area, advancing Gorf's questline to the next stage. As you'll see, Gorf is coughing again, and asks politely if you have another mushroom to spare.
Image credit: Rock Paper Shotgun/Playstack
Feed Gorf a second Weltcap, and he'll again feel better (for a time) and reward you with another Marsh Pearl worth 2000x Coin. What a bastion of goodness in this desolate world Gorf is.
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11. Unlock Tiel's Shell.
Image credit: Rock Paper Shotgun/Playstack
Drop down and head around the other side of Ruk's rock platform. On the cliff edge you'll see a camp just past a tree, with a few soldiers guarding it. Watch out as you approach - there are bear traps on the ground. Kill the Soldiers and loot the Coin Pouch and Common Moonshine in their camp.
As you back out from the camp, turn left and you'll see a Lithopod guarding a little pickup statue, with two more Lithopods nearby. Kill them all and loot the statue for a Ventrium.
Image credit: Rock Paper Shotgun/Playstack
Now head around to the other side of Ruk's platform and you'll see a fenced-off area with an open doorway marked by two torches. Enter the area, and approach the grave to your left. The screen will grow blood-red and your heartbeat will sound increasingly louder as you approach a brand new Shell. Interact with the grave to unlock Tiel.
Image credit: Rock Paper Shotgun/Playstack
Inhabiting the Shell will thrust you into a Shell Memory - Tiel's first such memory. Try the doorway in front of you, and when it doesn't budge, move around to the left side and hop into the house through the window. Take the vial on your left, and then threaten the apothecary when he comes in. After that, all you need to do is sit back and watch the rest of the memory.
When you're back in the overworld, you'll have unlocked the Tiel Shell. Switch to it immediately, as it's the only Shell you currently own (Harros is gone, it seems). Tiel is all about Perfect Dodges to build up "Shadow", and then consuming it to become invisible and perform a Shadow Strike on an unsuspecting enemy. He's pretty great, and with certain upgrades he becomes a truly phenomenal Shell for this area of the game.
Image credit: Rock Paper Shotgun/Playstack
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12. Conquer the Ritual Grounds.
Search the area around Tiel's grave. To the right of the hut you'll find a chest containing another Tarstone - the Wounding Stone. Equip this one too.
Image credit: Rock Paper Shotgun/Playstack
There's also a Coin Pouch by one of the tents, and a sitting spot by the cliff edge. But the main event is another fog wall leading down into a dungeon called the Ritual Grounds. Enter it and descend the elevator.
Image credit: Rock Paper Shotgun/Playstack
Kill the two Sheild Brigands in your way and chop down the wooden door. Behind it you'll find a new enemy. It's a Batushka, a malformed cultist with a long tongue that can lash out at you.
It doesn't get staggered easily by your attacks, so take each fight against one of these enemies slowly and patiently.
Image credit: Rock Paper Shotgun/Playstack
Image credit: Rock Paper Shotgun/Playstack
With the enemy dead, loot the room for a Ventrium and then head out the right-hand exit past another such enemy. Up the stairs you'll find another type of enemy around the corner: a large worm-like Leechtongue creature whose attacks are (thankfully) very easy to block thanks to the telltale soundwave effect around its mouth before it strikes.
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You can break open the locked cell in this room, but it contains nothing. Loot the Burnt Effigy behind the Worm. Beyond that, you'll step out onto a balcony overlooking the lower floor, but be careful. Between you and the next item in front of you, there's a breakable floor which will send you down to the bottom if you step on it.
Sidestep the breakable floor section and collect the item (another Ventrium). Continue along the balcony and kill another Batushka. There's nothing else on this level, so now you can flick the lever on the right-hand wall to take the elevator down.
Image credit: Rock Paper Shotgun/Playstack
Below you'll find three Torch Cultists. Strike them down, and then head up the stairs and follow the walkway around to the cells. You can slice through the cells to kill the Mycellar Skulks inside, and also kill the lone Batushka on the walkway. There's another Burnt Effigy to collect on this walkway, but after that you should drop back down to the Corrupted Statue and begin its trial.
This trial isn't too taxing: the first wave is a couple of Lithopods, and the second wave is a Tarred Vestige (remember that optional boss from the Prologue? This is the non-boss version). You should know its moveset by now, so defeating it shouldn't be as much of a problem.
Image credit: Rock Paper Shotgun/Playstack
Once the trial is complete, loot the statue again for a Glimpse, and then head through the area now no longer blocked by corruption for a shortcut back out of the Ritual Grounds dungeon.
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13. Conquer the Martyr's Tomb.
Image credit: Rock Paper Shotgun/Playstack
Head back to the noticeboard in front of the Mushroom Village entrance, and turn around so your back is to the noticeboard. Head up the dirt slope (kill the Netopyr that drops from the tree), and follow the grassy lip clockwise all the way around the stone structure to find a hidden Laterite. Head back to the front of the stone structure, and you'll find more Wretches camping on the far side of it. Kill them too.
Image credit: Rock Paper Shotgun/Playstack
Image credit: Rock Paper Shotgun/Playstack
Inside the structure is another fog wall leading to another dungeon. Before you enter it, move around it to the back wall and loot the Burnt Effigy on the table. Then descend through the fog into the Martyr's Tomb.
Beyond the elevator, you'll have to fight your way through a group of Cultists and Batushkas. Once the area is cleared of enemies, take the first left and attack the bone statue in the corner for another Laterite. Then destroy the crates opposite, and press the button on the wall to lift the gate in the main room.
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As you head through the gate, it will close behind you and you'll be attacked by another lone enemy. Kill it, and loot the chest for two items: a Parasitic Stone Tarstone, and an Obsidian Lathe - another item for Franz's Tarforge.
Image credit: Rock Paper Shotgun/Playstack
As the note on the floor implies, to open the gate again you need to aim and shoot your Naylshotte at the circular target above the gate. Once that's done, exit the dungeon, as there's nothing more to discover here.
Image credit: Rock Paper Shotgun/Playstack
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14. Defeat the Great Arbiter Of Flesh.
As you return from the dungeon and exit the stone structure, you'll see that boss you sidestepped earlier is right in front of you again. Now that you have Tiel's Shell at your disposal, it's time to take on this boss - the Great Arbiter Of Flesh.
Image credit: Rock Paper Shotgun/Playstack
This isn't an easy boss to fight at this stage of the game, but it's certainly doable. The Great Arbiter Of Flesh hits like a truck and has a decent amount of health, but you can make the fight go an awful lot quicker by studying the parry timings.
Most of the boss's attacks are pretty easy to Perfect Guard against. The exception is his feint, where he looks to strike right (from his perspective) but then twists and strikes from the other direction. Thankfully, even if you are fooled by the feint and block too early, at least with the Infinite Seal you have time to dodge out of the way of the true attack.
Image credit: Rock Paper Shotgun/Playstack
As the boss's health gets lower, he may utilise a new attack combo where he does several 360-degree spinning strikes with his greatsword. If you see this coming, it's best to just back well off out of the way, although you can interrupt the combo with a Perfect Guard/Parry/Harden if you're feeling brave.
Once you defeat the Great Arbiter, you'll receive a Glimpse and the Arbiter's Prize - a unique active-effect Tarstone which consumes Resolve to temporarily infuse your weapon with the Bloodcurse effect.
With the coast clear, loot the entire graveyard arena for the following items:
- Another Burnt Effigy.
- A Revered Gland by the bloated corpse. Consume these at a Beacon to permanently increase your number of Mether's Pulse heals.
- The Gloombound Flame.
That last item is quite special - enough for us to prioritise returning to the Marrow Keep right away.
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15. Give the Obsidian Lathe to Franz.
Image credit: Rock Paper Shotgun/Playstack
Head back to the Widow's Overlook Beacon, and use its menu to return to the Marrow Keep. Once you're back, head to Franz and give him the Obsidian Lathe. This will unlock the ability to upgrade your sidearms at the Tarforge, although I'd advise you hold onto your Ventrium for now.
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16. Light the Extinguished Lantern at Marrow Keep.
Now take the elevator back to the very top of the Keep again. To the left of the northern platform, you'll see an Extinguished Lantern on a small platform. Interact with it to light the lantern using the Gloombound Flame you've just picked up.
Doing this will summon an enigmatic new NPC named Thestus. Exhaust his dialogue, and it'll become clear that you can ask Thestus to switch the world to nighttime at any point from now on.
If you're wondering about the different Shell and giant axe... it's nothing. Do as I say, not as I do. | Image credit: Rock Paper Shotgun/Playstack
Nighttime makes the game considerably harder, increasing the HP and Damage of all enemies. To compensate, it gives you better rewards, and there's a handful of unique bits of content which can't be found during the daytime.
Feel free to try it out. It's not permanent. You can speak with Thestus again at any time to set the world back to daytime. For now, this walkthrough will continue with daytime; if you need to switch to nighttime at any point, then I will specifically let you know.
When you're ready, head back to Widow's Overlook and retrace your steps back to the noticeboard at the entrance to Mushroom Village, where the next part of your journey awaits!
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That wraps up our walkthrough of Widow's Overlook, the first truly open-world region of Mortal Shell 2. If you'd like to continue on with our 100% guide of the game, then head over to Part 3 and our full Mushroom Village walkthrough.
