Companions in The Outer Worlds 2 are more than just traveling allies—they’re the backbone of your crew’s combat performance. Each brings a unique skillset, ability, and storyline, but to unlock their full potential, you’ll need to upgrade them properly through Perks and Mod Kits.
How Companion Upgrades Work in The Outer Worlds 2
Upgrading companions in The Outer Worlds 2 revolves around two main systems:
- Perks – earned automatically as companions level up.
- Mod Kits – unlocked through specific companion quests that grant permanent combat upgrades.
Let’s break down each system.
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1. Companion Perks
Perks are the passive and active boosts that enhance a companion’s combat style and survivability. They work similarly to player perks, providing choices at set levels.
How Perks Work
- Companions level up alongside you.
- They gain a new Perk Point every 5 levels (e.g., at levels 5, 10, 15, 25, and 30).
- For each tier, you can choose one of two perk options, so decisions matter.
These perks may:
- Boost their weapon damage or attack speed.
- Enhance ability cooldowns.
- Provide utility effects like faster healing, higher sneak multipliers, or improved crowd control.
For example:
- Aza’s perks can increase her sneak attack multiplier and melee efficiency.
- Valerie’s perks focus on healing and durability boosts.
- Niles’ perks can amplify taunting ability and self-repair armor.
2. Companion Mod Kits (Equipment Upgrades)
While perks make companions stronger passively, Mod Kits are what truly transform them into elite fighters. These kits directly modify a companion’s weapon and armor, adding elemental effects, resistances, or stat buffs.
See also: All The Outer Worlds 2 Keybinds – Full PC and Controller Controls Guide
How to Get Mod Kits
Companion Mod Kits are earned through specific Companion Quests. Each companion has one or more unique side quests, often tied to their backstory. Completing these quests rewards you with a Mod Kit that permanently upgrades their combat capabilities.
Here’s how to access and apply them:
- Obtain the Mod Kit
- Complete the corresponding companion quest (see table below).
- Mod Kits are automatically added to your inventory upon quest completion.
- Use a Workbench
- Visit any Workbench (or talk to Niles, who acts as a mobile one).
- Select “Party Upgrades.”
- Choose the companion you want to upgrade and apply the Mod Kit.
- Choose Wisely
- Mod Kit upgrades cannot be changed once applied.
- Each Mod Kit may affect visuals too—some companions’ armor or weapons visually evolve after upgrades.
Companion Upgrade Quest List
Below are all six companions in The Outer Worlds 2 and their associated upgrade quests and Mod Kits:
| Companion | Quest(s) Required for Upgrade Kit | Upgrade Type / Effect |
|---|---|---|
| Niles | “Pressing Cares” (Eden, Westport) / “Do More Harm” | Unlocks Self-Repairing Armor Mod and acid/electric weapon variant |
| Valerie (V.A.L.E.R.I.E.) | “A Healthy Improvement” | Activates Healing Syringe Volley (Emergency Protocols) upgrade and improved healing efficiency |
| Inez | “A Most Extraordinary Specimen” or “Half-Truths in Advertising” | Unlocks graft-specific upgrade: Raptidon Mist (healing aura) or Crabble Plasma Volley (damage burst) |
| Marisol | “Midpoint to the Endpoint” / “Endpoint’s End” | Enhances Torpifying Blast to chain between enemies; may add gadget utility buffs |
| Aza | “The Dawn of a Glorious Betrayal” / “Stabbing at Shadows” | Upgrades Spread the Message ability to deal heavy AoE physical damage and improved stagger range |
| Tristan | “Listening for a Clue” / “Casting Off the Veil” | Strengthens Judgement, adds crowd control knockback, and boosts taunt radius |
These quests are marked in your Journal with the Companion’s face icon—similar to loyalty missions in Mass Effect.
What Mod Kits Actually Change
Applying Mod Kits gives significant gameplay benefits. Depending on the companion, upgrades may include:
- Damage Type Changes: e.g., convert kinetic to plasma or acid.
- Armor Buffs: add elemental resistance or passive regeneration.
- Visual Changes: some kits alter appearance (e.g., Niles’ electric mask).
- Ability Enhancements: extend healing duration, increase AoE range, or shorten cooldowns.
Each kit is unique to the companion’s playstyle—Niles benefits tank builds, Valerie supports sustain-heavy players, and Aza’s kits favor stealth assassins.
Do Companions Level Up Automatically?
Yes. Companions gain XP whenever you do, ensuring they stay viable throughout the campaign. Their HP, armor, and ability scaling increase with each level.
Every five levels, you’ll unlock a new Perk Tier, giving you customization freedom without micromanagement.
In The Outer Worlds 2, fights can escalate quickly—especially against heavy-armor enemies or raptidon swarms. Properly upgraded companions:
- Absorb aggro and protect you in boss encounters.
- Provide crowd control and healing support.
- Add elemental versatility to your arsenal.
With upgraded Mod Kits, they don’t just help—they carry entire encounters, making even the game’s toughest missions far more manageable. Play Now!
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