
Welcome to Bilewater—though you might find its resemblance to the infamous Blighttown inescapable. With its contaminated waters, persistent flies, precarious wooden platforms, and a nauseating murky hue, it’s no wonder players feel uneasy here. Nevertheless, this region is not without significance for those aiming to progress through the critical Act 3 of Hollow Knight: Silksong.
Before diving headfirst into this hazardous area, consider amassing a number of masks and honing your movement skills. Once equipped with the Faydown Cloak, you’ll be prepared for a more manageable exploration. Let’s sift through what Bilewater has in store, aiming to navigate this realm swiftly and efficiently.
Exploration and Bellway Station

To reach Bilewater, you can utilize several entrance points, some of which may not be immediately obvious:
- **Eastern Sinner’s Road:** Access through a breakable wall in the tall chamber featuring the Simple Key located at the top.
- **The Mist:** Navigate from Western Sinner’s Road to access The Mist, which eventually leads to the Exhaust Organ.
- **Whispering Vaults:** The Eastern section of the Whispering Vaults includes a vertical drop leading directly to Bilewater and the Twisted Bud.
Upon entering, your first priorities should be to acquire the Bellway Station and the area map from Shakra. The Bellway is located due east of the Exhaust Organ in the southwestern part of Bilewater, should be apparent while heading south from the Whispering Vaults.

After unlocking the fast travel point, proceed northeast through a lengthy horizontal chamber until you reach a tall room that ascends.Ensure you have the Faydown Cloak before you traverse deeper into this area, where you’ll also find a smaller room to the east containing Shakra.
Groal The Great
Runback Bench

Before confronting Groal the Great, it is highly advisable to locate the hidden bench to ease the frustration of repeated runs. This bench is not the fake one at the area’s peak.
Make your way to the spot indicated in the image above, break down the eastern wall, and descend leftwards into a small chamber hosting a bench. You can also smash the western wall to create a shortcut.
Groal Boss Fight

Eventually, you will need to face Groal the Great as he guards access to the Seeker’s Soul, a crucial item for the Silk and Soul Quest.
From the bench, head back to the breakable wall and follow the path heading east, then up, continuing west to the boss arena.
To bolster your odds, consider acquiring the Wreath of Purity from the Putrified Ducts. This precaution will eliminate concerns over muckmaggots.
Expect tough battles before reaching Groal; you will need to survive several waves of foes while dodging spiked balls dropping from above. It’s beneficial to utilize your pogoing techniques to avoid lateral attacks from these enemies. While fighting Groal, staying low can often be safer, as he tends to counter pogoing attacks aggressively.
Trail’s End

Before embarking on this quest, you need to have located Shakra in all of her spawn locations and purchased all her maps. After fulfilling these criteria, visit the Wishboard in Bellhart, where a request to locate her in Bilewater should appear.
You might notice a set of rings on the ground that point the way to Shakra, though they are not essential if you are aware of your route.
From the mid-area runback bench, venture to the large chamber northeast of your position. There, you’ll discover a small eastern passage activated by the wish. Follow this path to meet Shakra and her deceased mentor.
After performing a song on your Needolin, Shakra will reward you with the Throwing Rings tool and offer assistance during the High Halls arena fight if needed.
Twisted Bud

To uncover the Twisted Bud and earn the Witch Crest, you’ll need to enter from the direction of the Whispering Vaults. This pathway can be somewhat inconspicuous and requires pushing a movable box near the ceiling.
As you descend into Bilewater, navigate westwards along paths where roots have begun to grow. This setting echoes the aesthetic of Greyroot’s locale in Shellwood. The Twisted Bud lies deep within this Grotto.
Once you bring it back to Greyroot, he will implant the parasite into your shell. You can now choose to confront Grand Mother Silk to uncover a secret ending, or approach Yarnaby in Greymoor to initiate the Infestation Operation Quest, which will see the parasite excised and award you the Witch Crest.
Exhaust Organ

Upon entering via The Mist, you’ll discover the daunting architecture of the Exhaust Organ, endlessly processing waste into Bilewater.
Explore inside to encounter Lace’s sister, the Phantom, and acquire the Cross Stitch Silk Skill.
This challenge can be tackled in Act 1 as a unique speedrunning method to bypass ringing the five bells to access the Citadel via the Blasted Steps. While more challenging, this shortcut is significantly quicker. After vanquishing Phantom, an elevator will open, granting immediate access to the Grand Bellway Station.
Weavenest Murglin

Located in the far southeast of Bilewater, east of the Sinners road entrance, is a Needolin door that leads to the Weavenest, which you can only access by swimming through the muck and beneath a wall.
Within this area, you’ll discover a Ruined tool that can be converted into three different types of Silkshot:
- Repair it with the Forge Daughter at the Deep Docks.
- Deliver it to the Architect in the Underworks for an alternative variant.
- Alternatively, repair it yourself at the summit of Mount Fay, conveniently located just beneath the peak where you obtained the Faydown Cloak for the third variant.
Regardless of the path you take, acquiring a piece of Craftmetal is essential for tool creation.
Collectables You May Have Missed
Lost Fleas

Bilewater houses three Lost Fleas.
If you’re uncertain about your progress, consult Vog in the Putrified Ducts to purchase clues for their locations. Due to Bilewater’s convoluted and frustrating nature, you might have overlooked one even after thorough exploration. Here’s a list of their locations:
- Initially head towards the Exhaust Organ. Move up and left to the room where you can replenish your silk gauge. A hidden passageway leads outside. From here, leap across the platforms heading west to discover your first Lost Flea.
- The second is northeast of the Weavenest door. Navigate left into the vertical section, and halfway up on your left, there’s a breakable wall leading to the next Flea.
- Finally, in the chamber where you broke the wall to find the runback bench, you can jump into the ceiling at the top left to access a concealed pathway leading to the last Flea.
Quick Sling

Located in a somewhat tricky area, it’s best highlighted through the image above. From the base of the tall room near Shakra, head east into a smaller room. At the top, you’ll find some wooden planks. Breaking them will lead you further up.
Here, you can obtain the Quick Sling, allowing you to hurl double the amount of tools simultaneously! However, this might not prove exceedingly useful, considering you can already toss tools at a decent pace. There is one more breakable support higher up, but it’s advisable to avoid that path as it leads to nothing more than an unwelcome demise.
Mask Shard

Descend from the Quick Sling location and veer east into two lengthy horizontal rooms teeming with Slubberlugs. These aquatic maggot-fish will leap at you in attempts to drag you underwater.
To navigate this area effectively, maintain your height using the clawline. At the end of these rooms, you will discover a Mask Shard.
Memory Locket

In Bilewater, you can discover a total of two Memory Lockets:
- The first lies directly west of the runback bench. After resting there, break the wall to your left, where the locket is tucked inside a small bag hanging from the ceiling.
- The second is positioned just southwest of the Twisted Bud. Move to the right, then down, and proceed left past the trapdoor shortcut and through a breakable wall to unearth this locket.
Once you’ve collected all the items listed here, you’ll have completed what Bilewater has to offer. Unless, of course, you’re pursuing the Hunter’s Memento! If you wish to navigate those challenging waters again, feel free! I did it for the achievement—was it worth it? I’ll leave that for you to judge.
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