In The Outer Worlds 2, success isn’t just about firepower—it’s about the people standing beside you.
In the corporate-controlled colony of Arcadia, your companions are more than backup; they’re your lifeline. Each one brings unique abilities, moral conflicts, and faction loyalties that can completely change how your story unfolds.
Unlike the first game, The Outer Worlds 2 makes your companions integral to both gameplay and narrative, complete with a revamped leveling and upgrade system that rewards long-term investment. Whether you’re fighting off Protectorate troops or exploring alien ruins, a leveled, upgraded, and loyal crew is the key to surviving Arcadia.
This ultimate guide covers everything—from recruiting all six companions to unlocking their quests, perks, and Mod Kits—so you can build the best possible team.
🧭 Meet Your Crew: The Six Companions of Arcadia
Each companion in The Outer Worlds 2 represents a different faction and fighting style. Building a balanced squad ensures survival across the colony’s toughest encounters.
| Companion | Faction | Primary Role & Abilities |
|---|---|---|
| Niles | Earth Directorate | Tank / Support – Taunts enemies and offers Field Tinkering, letting you access Workbenches anywhere. |
| VALERIE | Earth Directorate | Healer / Support – Fires syringes that heal you and reduce incoming damage. |
| Inez | Auntie’s Choice | Combat Medic – Choose between Raptidon graft (healing) or Crabble graft (projectile attacks). |
| Tristan | Protectorate | Tank / Scout – Uses AoE slam attacks and highlights environmental points of interest. |
| Marisol | Order of the Ascendant | Sniper / Assassin – Stuns targets for guaranteed criticals and provides analysis in Tactical Time Dilation. |
| Aza | The Glorious Dawn | Stealth / DPS – Dual wrist explosives and stealth focus; fastest recharge of all companions. |
⚙️ The Automatic Leveling System: How Companion Progression Works
Forget micromanagement. In The Outer Worlds 2, your companions level up automatically alongside your character—no separate XP bars or grinding required.
They grow stronger as you complete quests and progress through the story, ensuring that every companion remains viable without extra effort.
💎 Perk Points and Customization
Your companions gain a Perk Point every 5 player levels (5, 10, 15, 20, 25, 30).
Each milestone lets you choose between two distinct perks for that companion—so plan wisely. Once selected, perks are permanent and can’t be refunded.
Smart perk planning defines your playthrough: will you make Inez a defensive medic or a hybrid DPS? Each decision matters.
🧰 The Quest for Power: Upgrade Kits & Personal Quests
While leveling handles stats, Companion Mod Kits handle equipment.
🔩 Companion Mod Kits Explained
Mod Kits upgrade companion weapons and armor via Workbenches—or anywhere using Niles’ Field Tinkering.
They come in basic and advanced tiers:
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Basic Kits: Offer standard stat boosts.
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Advanced Kits: Add powerful effects, new visuals, and playstyle customization.
Unlike perks, Mod Kits can be freely swapped once unlocked, giving you room to experiment.
🧩 Unlocking Mod Kits Through Companion Quests
Each companion’s personal questline rewards their exclusive Mod Kit. These quests dive into their backstories and moral struggles while strengthening bonds and combat effectiveness.
Look for quest icons with your companions’ portraits in your journal. Regular conversations aboard your ship—especially those with speech bubble icons—often unlock new missions and relationship stages.
🪐 Step-by-Step Recruitment & Upgrade Guide
🔷 Niles
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Recruitment: Join after completing the Earth Directorate intro mission and landing on Paradise Island.
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Upgrade Quest: “Pressing Cares” (triggered in Fairfield).
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Special Ability: Field Tinkering – Access Workbenches anywhere.
🔷 VALERIE
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Recruitment: Automatically joins your crew after the intro.
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Upgrade Quest: “A Healthy Improvement” (during “Recalling the Score”).
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Special Ability: Fires healing syringes that reduce damage taken.
🔷 Inez
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Recruitment: Found at the Ministry of Accuracy during “A Refreshing Bit of News.”
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Upgrade Quest: “Better Than Nature” (after visiting Doc Tinsley).
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Specialization: Choose Raptidon graft (healing) or Crabble graft (offense).
🔷 Tristan
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Recruitment: Meet at The 2nd Choice bar, Free Market Station; begins “Arbitrary Measures.”
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Upgrade Quest: Complete the Arbitrary Measures investigation at Golden Ridge.
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Special Ability: Environmental awareness—reveals interactable objects.
🔷 Marisol
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Recruitment: Found in “Beginning at the Endpoint” inside Zyranium Manufactory VII.
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Important: Killing her during this quest makes her permanently unavailable.
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Upgrade Quest: Complete her recruitment arc.
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Special Ability: Torpifying Blast—stuns targets, guaranteeing crits.
🔷 Aza
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Recruitment: Rescue from the Decommissioned Autonomous Extractorium on Dorado.
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Upgrade Quest: “The Dawn of a Glorious Betrayal.”
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Special Ability: Dual explosives with two charges and fast cooldowns.
🧠 Pro Tips for Crew Management
🎯 Strategic Party Composition
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Balance Roles: Mix offense (Aza, Marisol) and support (VALERIE, Inez).
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Mind Factions: Choices that anger their factions may cause loyalty loss—or departures.
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Synergy Matters: Combine skills for maximum impact (e.g., Marisol’s stun + Aza’s burst).
💬 Relationship Building & Perks
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Talk often! Companions gain new dialogue and quests as bonds grow.
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Choose perks that align with your overall build.
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Adapt weapon mods for each mission—don’t stick to one element or loadout.
🚀 Quest Efficiency Tips
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Always bring companions linked to the faction or quest at hand—they’ll unlock special interactions.
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Skill checks (Persuade, Science, etc.) often open bonus dialogue or alternate quest resolutions.
💫 Conclusion: Forge Bonds, Reap Rewards
In The Outer Worlds 2, your greatest power isn’t your gun—it’s your crew.
By investing in their growth, unlocking their personal stories, and tailoring their perks and Mod Kits, you transform six individuals into a cohesive strike team.
Every choice you make—both in combat and conversation—strengthens your crew’s loyalty and performance. So talk to them, support them, and let them grow alongside you.
Because in Arcadia’s cutthroat world, the most valuable weapon isn’t plasma or shock—it’s trust.
🌐 Community & Resource Links
Stay connected and dive deeper into The Outer Worlds 2 community:
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