Falmer ( Skyrim ) The Falmer are the degenerate offspring of an endangered species of elves , Snow Elves , who dwell in the ancient Dwemer ruins hewn from Skyrim ' s expansive subterranean caverns . Although blind , their senses of hearing , smell , and touch are attuned far beyond those of most other races . History . The Falmer were not always the hideous , pale - skinned creatures that reside in ancient Dwemer ruins . They were once members of an even more ancient and powerful race known as the Snow Elves , beings of grace with wisdom beyond that of even the High and Wood Elves that now populate Tamriel ' s woodlands . Origins . A common misconception among the people of Tamriel is that the Snow Elves were tricked by the Dwemer into eating a mushroom native only to Blackreach , which then turned them into the repulsive creatures they are today ; however , with the introduction of , an unsullied Snow Elf by the name of Knight - Paladin Gelebor stated that with the little chance of survival , they willingly took to servitude and the poison . Years of slavery and living underground turned them into the blind , sick and twisted race they currently are . Physiology . The Falmer ' s bodies are hideous , otherworldly corruptions of typical Mer physiology . Living in cramped , dark caves all their lives has rendered their backs hunched , their joints heavily scarred , and their skin deathly pale . Their eyes are tiny and useless , though their ears are larger and more sensitive than those of their surface - dwelling cousins . Their noses are nothing more than thin , skeletal slits on their faces , and their teeth are jagged and rotten . Although a typical Falmer may appear small and emaciated , they can be surprisingly quick on their feet and deliver quick , powerful blows with a sword . Senses . The Falmer are blind but have a stronger sense of hearing and smell than many other creatures , which means Falmer can detect the Dragonborn even if they use Invisibility . Muffle and a high Sneak level work much better . For a low level Dragonborn , it is advised to use a bow and shoot them at a distance . Types of Falmer . There are several different types of Falmer , from the basic foot soldier to the considerably more powerful Warmonger . All types , however , possess extremely sensitive hearing and will investigate even the slightest noise without hesitation . Some Falmer are mages who mainly specialize in frost and shock spells and can also cast healing spells . Background . The Falmer are a race of Mer who have devolved into primitive creatures inhabiting the dark underground and remote areas of Skyrim . They were once the Snow Elves until they lost a war with the Nord s in the Merethic Era , forcing them to live underground with the Dwemer , who blinded and enslaved them . Centuries of life underground have caused the Falmer to adapt to their harsh environment . While physically similar to other Mer , the Falmer have changed noticeably . Their skin is a pale , grayish tone and they move with a hunched posture . Their most notable feature is their blindness ; a layer of pinkish skin covers the vestigial eyes . However , their other senses have become extremely sensitive as a result . Unwary adventurers learn quickly that the Falmers ' blindness is no handicap in combat or crafting . The existence of the Falmer was once thought to be a myth . In recent times , however , they have made their presence known in gruesome fashion , butchering or enslaving every living thing they encounter . Whether anything of Snow Elf culture and civilization survives with them remains unknown . Some people assume that Falmer live longer life spans than other Mer , given Gelebor ' s claim that he escaped the Nords over three Eras ago . However , Gelebor is a unique case being the last servant of Auriel , it is likely that Falmer had similar life spans to other mer , but this conclave were kept from death in order to serve Auriel . History . The history of the Falmer is very mysterious , but can be found in a book titled : " " in the Dwemer Museum in Markarth in a locked case . The Falmer ' s progenitors , now often referred to by the translation of the word " Falmer " , " Snow Elves , " were believed to be the first race of mer in Skyrim and were present long before the first Nord colonies established by Ysgramor . Their origin was part of the initial exodus of dissident mer groups from the Summerset Isles along with the Dwemer , Chimer and Ayleid s , although the only mer to settle in Skyrim were the Snow Elves and , later , the Dwemer . Initial coexistence between men and original Falmer was largely peaceful . However , the peace was short - lived , as an attack by Snow Elves destroyed the rapidly growing settlement of Saarthal . This event is known as the " Night of Tears " . This raid on Saarthal destroyed the entire population of the city save for Ysgramor and his two sons , Yngol and Ylgar . The death of his countrymen prompted Ysgramor to summon his Five Hundred Companions ― the namesake and forebears of the Companions in Whiterun ― and vow to drive the Snow Elves from Skyrim forever . Motivations for the Sack of Sarthaal . The " " and " Fall of the Snow Prince " suggest the conflict may have been related to the rapidly increasing Nord population and a struggle for control over territory and resources which took the form of a war of extermination ― with both sides apparently pursuing the utter destruction of the other . The " Night of Tears " , as well as the " Imperial Report on Saarthal " , suggest that the conflict may rather have been more specifically related to or escalated by the Falmer ' s desire to control a powerful artifact uncovered by the Nord settlers and the Nords of Saarthal ' s desire to keep such power buried beneath the rocks and soil of their city . The Thalmor representative Ancano , as well as the Psijic Order member Quaranir , take actions and make statements giving credence to the theory that this object , dubbed the Eye of Magnus , may have played an important role in the conflict . The out - of - game text KINMUNE supports the latter conclusion strongly as it identifies the area under Saarthal as the site of a divine prison : Downfall . Whatever the true cause of this conflict may have been , Ysgramor and the Five Hundred Companions were ultimately successful in pursuing their aggressive campaign of revenge . Eventually , the Falmer had been driven back to the island of Solstheim where one final battle was to be recorded . Known as the Battle of the Moesring , the fighting culminated in the death of one of the most fearsome Snow - Elf warriors , the Snow Prince , at the hands of a grief - stricken 12 - year old Nord girl . This broke the spirit of the last recorded Falmer surface forces and the remaining Snow Elves fled or were promptly cut down . This marked their last significant recorded presence on the surface . Though they persist on the surface as characters in legends and folklore to play the roles of antagonists and bogeymen , it was commonly believed they had been killed off by the ancient Nords . They are briefly mentioned in the book " Aevar Stone - Singer " in which they are presented as enemies of the protagonist and lesser servants of " The Adversary , " a possible Skaal representation of Sithis . Historians , such as the writers of the Pocket Guide , had long insisted that the Falmer were extinct and any supposed sightings were merely tall tales inspired by common folklore . This presumption of extinction and dismissal of sightings was later found to be wrong ; the Snow Elves did not completely die off after The Battle of the Moesring . Enslavement . Scattered and without a recorded leader , the Snow Elves fled underground . There they met the Dwemer , commonly known as Dwarves , whose mastery of tonal architecture and fearsome weapons held the promise of safety beyond the reach of man . These refugees were , according to " " , deceived by their supposed protectors . Mistrustful of their Snow Elf guests , the Dwemer forced them to eat toxic fungi native to Blackreach which made them blind and powerless . Through treachery , the last of the Snow Elves were made servants and slaves to those who posed as their saviors . Thus the Snow Elves transformed into their current form , the Falmer . The Dwemer kept this fungus as a primary part of the Falmer ' s diet , ensuring not only the blindness of their current Falmer slaves but also the blindness of all their descendants . The cruel and destructive methods used to oppress the Falmer did not prove sufficient to keep them in bonded servitude forever . Generations after their ancestors ' enslavement at the hands of their rescuers , the Falmer gained an immense amount of advancement in their other senses besides their sight , such as their scent and hearing . They also remained able to communicate with each other through speech , and this allowed them to swiftly rise up against the Dwemer and flee to darker places deep underground . From there they waged a bloody campaign against their former oppressors in what was called the " War of the Crag . " This war ended abruptly when the forces of the Falmer went to meet their former captors in battle only to find the Dwemer had vanished . Present day . Though the Dwemer have long since vanished into legend , their mechanical centurions and devious traps are not the only deadly legacy they left behind . In the present day , the Falmer ' s legendary cruelty and will to dominate lives on . Many a miner , adventurer , archaeologist , and smuggler have met death or slavery at the hands of these tragic products of Dwarven hubris . Scenes of torn and tortured prisoners , some captured in Dwemer ruins which the Falmer inhabit , and others kidnapped and brought down from the surface , serve as testament to the hatred and bloodlust which drives them to this day . Some encounters date back to the Second Era . The author of " " , Ursa Uthrax , states that these incidents have been dramatically increasing in frequency , sophistication , boldness , and scale in recent years . The scale and nature of the threat they pose is unclear , but the gruesome scenes which characterize their presence leave no doubt as to their hostility . Journals recovered from their victims ― explorers , bandits , and lowly tradesfolk alike ― reveal that their blindness persists and can render a quiet adventurer nearly invisible . They display keen hearing however , and often employ ambush tactics ― having been described as dropping from the ceiling behind their victims as they pass beneath them . In addition to the fungus which sustained and blinded their ancestors , they have also been found to raise and kennel venomous Chaurus breeds from which they fashion effective , though primitive , armor . Though they show little signs of cultural sophistication , there are many accounts of Falmer displaying an aptitude for frost and lightning magic . The journals of those they have slain have also made note that they have retained the resistance to cold and vulnerability to fire possessed by their ancestors even though they have been robbed of nearly all the rest of their ancient heritage . Society . The Falmer society seems to be in nature , herding their livestock from one place to another . This is supported by the apparent relationship between the Falmer , the Chaurus , and Skeevers , who act as domesticated cattle . The Falmer would be characterized as herdsmen who follow their herds , usually living in tents with few things inside . The Falmer do not seem to be , from lack of evidence of agriculture and their widespread use of tents , even though they occupy several Dwemer ruins . Female Falmer generally use Falmer - themed staves , perhaps having a priest - like position in their society . Both female Falmer and Falmer staves are added with the add - on . Technology . Almost all Falmer technology and architecture is constructed from the carapaces of the giant subterranean arthropods the Falmer share their home with . Most notable among these are the Chaurus , an insect the Falmer have domesticated for its chitin , poison , and rending limbs . Weapons , armor , shelters , fences , and chests are all constructed from the chitin of domesticated Chaurus . Other species of giant insects serve as frameworks for Falmer tents and dwellings ; some smaller tents seem to be constructed from insect abdomens , and enormous Chaurus or scorpion - like creatures can be seen being used as frameworks for the largest Falmer tents . How the Falmer are able to tame such highly aggressive and deadly creatures is entirely unknown . The Falmer have also been known to tame Frostbite Spiders occasionally . Although they are most numerous within Dwemer ruins , they do not appear to use scavenged Dwarven weapons or armor , aside from the rare use of non - Falmer arrows ( due to the randomized ammunition type for all archer classes ) . Falmer also appear to store some liquid in urns , most likely for storing chaurus poison or water . Unfortunately though , these cannot be obtained in - game . They also seem to have an advanced understanding of Alchemy . Poisons are a major part of their weapons and well - stocked Alchemy stations can be found in many Falmer habitations . The Falmer also sometimes appear to keep farms near their living areas , such as small pens containing skeevers or small chaurus and fenced areas with mushroom patches . Loot . Falmer are known to carry weapons and armor they craft . Falmer craft a full range of Falmer Weapons such as Swords , War Axes , Bows , and Arrows . Higher - level individuals may carry the honed version of the edged weapons . They also carry Falmer shields and helmets , which seem to be made from Chaurus chitin . Full Falmer Armor exists , however there is only one known set , which is located within the depths of Mzinchaleft Ruins . In addition , Falmer carry Poison , , Lockpicks , soul gems , random ingot s , and Falmer Ear s . The add - on introduced Hardened , Heavy , and Ancient Falmer armor sets . Falmer helmets are especially valuable as they may be worn along with a circlet . Any enchantments on both will have full effect , allowing the production of stronger potions , for instance . Chaurus Chitin can be harvested from Chaurus and Chaurus Reapers , as well as Chaurus Hunter s , which is used to upgrade Falmer weapons as well as Falmer Armor along with Falmer Heavy armors . Weaknesses . Despite their Snow Elf ancestry , the Falmer are especially vulnerable to frost attacks , taking more damage from them than fire or shock . Sneaking is also very effective against Falmer , as they are completely blind and light will not be a factor . Carrying a torch too close to them , however , may catch their attention due to the sound and heat . If the Dragonborn can move silently while sneaking , they are effectively rendered invisible to the Falmer . This means that Muffle will be more useful than the spell Invisibility against the Falmer . An accomplished archer can be a Falmer ' s worst nightmare , as Falmer cannot possibly detect them from a distance . However , repeated misses with projectiles can reveal the archer ' s location remarkably quickly . Habitats . Falmer live strictly underground in caves and Dwarven ruins . They do , however , make forays to the surface .