The “A Healthy Improvement” companion quest in The Outer Worlds 2 is not an extra side quest — it’s your opportunity to upgrade and get to know your mechanical companion, VALERIE, better. This guide describes how to initiate the quest, where to find the resources required, and how to unlock VALERIE’s full potential.
How to Start “A Healthy Improvement”
You can initiate this side quest shortly following the start of the “Recalling the Score” main mission.
Upon waking from your cryosleep of 10 years, go to the cargo room on the Incognito — it’s to the right of the bridge stairs.
Speak with VALERIE who is there waiting to trigger the quest. She will inform you that Niles put a dispenser on the ship that releases lockboxes which require special keys to open. She will provide you with the first key to start with.
Unlocking the First Lockbox – Obtain the Dematerializer
Go to the dispenser and choose “Open Lockbox.” You will receive the Auntie’s Acidic Dematerializer within, which is a tool to dematerialize objects and to open future upgrades.
There will be a quick tutorial that explains how to use it. Next, VALERIE will tell you that the dispenser is functioning correctly again — completing the first half of the quest.
Obtaining the Advanced Decryption Keys
Your second objective is to access the High-Security Lockbox, where VALERIE’s Mod Kit is stored — blaster and armor upgrade module.
To access it, you’ll need four Advanced Decryption Keys that can be located in numerous places. You can acquire these by exploring, completing side missions, or purchasing them at some merchants.
Converting VALERI
Once you’ve gathered all four keys, return to the Incognito and use them to open the High-Security Lockbox. You’ll find VALERIE’s Mod Kit in there.
Head to the workbench in the locker room and select the Party Upgrades tab. You can:
- Upgrade her gun to burn or frost damage.
- Upgrade her armor to provide additional resistance against Corrosive or Shock effects.
Choose any upgrades that fit your existing build or mode of fighting.
After you finish tweaking her, exit the workbench — completing “A Healthy Improvement.”
