When Rayla awoke, she was cold and clammy and in a fair amount of pain. But that was something she was used to. Well, the pain part, at least.

She tried to open her eyes, but found that her eyelids had been crusted shut. So she tried to sit up, but somebody grabbed her shoulders and set her back down.

"Easy, there," a male voice with a thick accent said. "You took a dragon claw directly to the face."

Dragon?

The memories of the past few hours came crashing back into her mind, along with a fresh wave of pain. Rayla groaned as Hadvar set her back down.

"Lokir," his voice asked. "Did you find any water?"

"Right here," the thief's voice responded. Rayla heard the slosh of liquid and then felt something wet on her face as a towel wiped over her eyes.

Then came pain that would have been blinding if her eyes had been open. It felt like fresh fire burst across her face, and over her shouts of agony, she could hear Hadvar and Lokir both cursing.

Once the pain had faded to a dull throb, Rayla heard Hadvar say, "Blast, Lokir! You moved the bandage!"

"Sorry!"

Then Rayla opened her eyes, and before she even took in her surroundings, she looked over at where she had heard Lokir's voice and said, "Horse thief, you're dead meat."

Lokir laughed nervously. His ragged clothes were covered in soot and blood, and the ends of his long brown hair were singed. He was rather scrawny, and his face was so covered in dirt that she had a hard time telling what his features actually looked like. All she could really see of his face was two brown eyes staring back at her with a bit of fear and curiosity. Yes, this was definitely the Lokir of Rorikstead she had been sent to find.

Slowly, Rayla sat up, blinking away the water droplets left in her eyelashes. There was still pain, but it was manageable. It wasn't her first wound, though it was the first across her face. What a stupid mistake to make.

She raised a grimy hand to touch the bandage across her face and winced as more pain was wrought. She could see out of both eyes, but her left eye was slightly hindered by the bandage when she attempted to look to the right. Wonderful.

Blasted dragons.

She cracked her neck as she looked around at the room they were in. It appeared to be some kind of barracks, with beds all around—though all of them were broken. A few rusty iron swords hung on weapons racks, and the place stank of old sweat and the smoke from outside. The door leading out had been barricaded with some of the broken beds, but there was a gate that led deeper into the keep at the other end of the room.

Rayla scratched at the part of her face not wrapped in the bandage. It reached diagonally across her face, starting from the right side of her chin and reaching up to the left side of her forehead. It was definitely going to leave a mark. "Where are we? How did we get here?"

"Helgen's keep," Hadvar responded. He started to say something else, but it was drowned out by the roar of the dragon overhead. Rayla felt her left eye twitch.

"We need to get moving," she said, attempting to struggle to her feet. Immediately, Hadvar and Lokir were both at her side, but she shoved them away from her. "Let me get up by myself!"

Both men let her go, and she muttered a few curses as she struggled to her feet, feeling the slightest bit dizzy. Stupid dragon.

Lokir and Hadvar were both staring at her. She gave them both an offensive gesture and turned around to one of the weapon racks to pick up a rusty iron sword. "Are you both going to stand there or are we going to get out of here?"

Hadvar and Lokir shared a look that she didn't much care for. Rayla ignored them and started looking around the room for any sort of supplies. The shirt that the Imperials had forced her into was itchy and scratchy and felt like it was made from a frostbite spider's hairs.

She looked through one chest and found two septims and a lump of leather, but nothing else. She heard the other two men shuffling around behind her, and sighed. Slim pickings when you're the survivor of a massacre. She briefly wondered who else could have made it, but then Lokir exclaimed, "I found something!"

She turned to find Lokir holding up a slightly dusty cuirass of Imperial armor, along with some boots and arm guards.

"Good job," Hadvar congratulated him. "But is there anything else?"

Rayla shook her head as she carried the iron sword over to peer at the subpar armor. "No, I already checked. There's only enough for one of us."

She was about to suggest that Lokir take the armor, since he didn't seem like much of a fighter and would need all the help he could get, but then the thief surprised her.

"You take it," he told her, holding out the armor. "I don't even know how to put this thing on."

Rayla narrowed her eyes at him. While she may have been sent to get him, that didn't necessarily mean that she had to trust him. She'd seen how he'd behaved so far; what was behind his actions now?

When she couldn't come up with an answer right away, she shrugged and took the armor from him. Luckily, it was the kind that she could just buckle over her clothes so she wouldn't have to change in front of these men. That would be rather awkward.

"Thanks," she told Lokir, strapping on the arm bracers.

He nodded at her, then turned around and continued to search the room. After a moment, he sighed.

"Don't any of you Imperial soldiers keep daggers or knives around?" he asked Hadvar. "I'm no good with a sword."

Hadvar raised an eyebrow. "A dagger won't stop a Stormcloak that's charging at you—or a dragon."

"But they are rather good for getting in close and cutting the other person's throat before they know what's happening," Rayla added, nodding at Lokir. She had a grim sort of respect for daggers, though she much preferred swords.

Nonetheless, she pulled the Imperial armor over her head, checked the buckles, and crossed the room to where several iron swords waited. She picked the least rustiest one and tossed it to Lokir. He caught it clumsily.

"If anything happens," she added, pulling on the leather boots that were a bit too big for her feet, "You'll be glad to have some kind of weapon over your fists."

Lokir blanched at that statement.

"Well," he said, staring at the sword in his hand as if it were a snake, "Let's not waste any more time, then."

Lokir hated everything about Helgen's keep.

It was dark, and musty, and it shook every single time that the dragon from hell flew overhead. Oh, and it was also very cramped and confined, and it made him feel like a rap in a trap.

Yet Hadvar and Rayla both seemed incredibly comfortable with their surroundings. Hadvar was understandable—he'd probably been in the keep, or something like it, multiple times. But Rayla literally had a bandage from a dragon across her face, was wearing rusty armor over uncomfortable clothes, and had formerly been unconscious for over twenty minutes. She should be the one uncomfortable here, not Lokir.

Stop it, you idiot, some rational part of his brain told him. You need to focus on survival, not on how cowardly this woman makes you feel.

He really hated his brain sometimes.

Lokir shook his head to help clear up his thoughts and hurried after the two warriors. They'd been walking for several minutes, so something—

"There!" Hadvar said, pointing to something at the end of the hallway.

It was another gate. Lokir should have known better than to hope for a way out after such a limited time traveling. Hadvar started to walk toward it, but Lokir stopped him by grabbing his arm.

"Stop!" he whispered. "Listen!"

Hadvar and Rayla both froze, right as the men on the other side of the gate began to speak.

"We need to get moving!" one of them said. "That dragon is tearing up the whole keep!"

"Just…give me a minute," the other said. "I'm out of breath."

"Stormcloaks," Lokir whispered. "Maybe…maybe we can reason with them?" He felt sick at the idea of using his sword on another person.

"Maybe," Rayla agreed, though she didn't look too sure. Although, it was rather hard to tell with the red bandage across her face.

"We won't know until we open the gate," Hadvar said.

Lokir swallowed and nodded as the two strode forward to do just that. From what he had seen of the Stormcloaks so far, he wasn't very confident.

Hadvar pulled down on the lever to open the gate, and as Lokir squinted into the room beyond, he saw two Stormcloak soldiers scramble for their weapons as they realized that they were not alone.

"Easy," Rayla told them, holding up her hands as she stepped up to the opening gate. "We just want to—"

But as soon as the gate was fully down, the Stormcloaks rushed forward. Lokir watched in horror as Rayla barely managed to dodge the iron war axe of one soldier as the other ran into the hallway with his greatsword. Because Lokir was in clear sight of the soldier, he surged straight for him.

Lokir yelped in fright and scrambled backward, but luckily Hadvar intercepted the Stormcloak before he could do any damage to Lokir. In a few swift sword strokes, both of the rebels were lying on the ground, and the smell of blood was once again pungent in Lokir's nose. He wanted to vomit.

"Blast," Rayla said, cleaning her iron sword on the back of her pants leg. "I wish these people would listen to reason."

Now, that was interesting. Lokir thought she hated Stormcloaks?

Rayla caught Lokir's confused look and sent him one in return. He wiped the expression off his face and covered his nose as he stepped over the bodies of the rebels.

The room they stepped into was considerably nicer than the barracks. Colorful rugs lined the circular room, and a small square table sat on the other side of another gate.

"What is it with you people and gates?" Lokir asked Hadvar as he stepped into the room.

"He has a point," Rayla ageed, sheathing her sword.

Hadvar ignored them as he pulled the lever for the second gate. Outside the keep, the dragon made another pass, and Lokir flinched. They had to get out of there.

"This way," Hadvar said, stepping into another hallway. "It's not far."

Lokir rather doubted that, but he kept his mouth shut and adjusted his sweaty grip on his sword as he followed the soldier. It was a miracle that the dragon hadn't figured out how to collapse the whole keep on top of them and bury the survivors alive.

The hallway they entered was covered in moss, but at least it had steps leading downward. The further underground they were, the further they were from the monstrosity that he had no doubt was circling the keep at that very moment.

Of course, the moment they reached the bottom of the steps, Lokir's bad luck struck again. The next hallway that they had entered was significantly wider, but darker. He could barely make out two figures at the end of the hallway before it happened. The dragon roared once more, and there was a terrible rumble overhead. All three survivors stumbled backward as the ceiling in the hallway collapsed, and dust filled the hallway. When it cleared, the way through was blocked by a heavy pile of rubble.

Lokir coughed to clear out his throat and cursed at the same time as Rayla. He looked at her curiously. That same confusion threatened to make a reappearance as he remembered how she seemed to know who he was, but he quickly stifled it. They needed to focus on survival, and the fact that their only apparent way out had just been blocked.

"Wait a minute," Hadvar said, moving one large block of stone out of the way. He coughed as he kicked up more dust, but he managed to uncover a large wooden door to the left. He turned back to Lokir and Rayla and grinned.

When they stepped through the door, coughing from all the dust, they found three very surprised Stormcloak soldiers staring back at them. That only lasted for about a moment before all three drew their swords and charged.

Lokir cursed and ducked to the side as Rayla and Hadvar lifted their own weapons and clashed with the rebels. They'd entered some kind of storeroom, so Lokir felt rather stupid when he tripped over a plucked pheasant on the ground. He plowed into the floor face-first, and felt his lip bust open.

He groaned and rolled over, feeling blood drip down his chin. When he opened his eyes, he found one of the Stormcloaks bearing down on him.

"Talos," Lokir cursed.

He rolled to the side right as the Stormcloak swung down with their war axe. Lokir barely managed to get out of the way, and felt the axe scrape past the side of his head as the axe slammed into the floor where his head had formerly been. He scrambled backwards on all fours and backed into a shelf. At some point, the sword he'd been holding had slid across the floor, out of his reach.

The Stormcloak stepped forward with his axe raised, and Lokir's hands searched behind him for some sort of pan, or bottle, or anything to use as a weapon, but the only thing he could find was a head of cabbage.

The Stormcloak sneered cruelly at Lokir as the rebel raised his axe, but the look quickly turned to one of confusion as the cabbage slammed into his face.

Lokir gulped as the Stormcloak scowled and took one more step forward—before a the end of a sword suddenly sprouted from his chest.

Lokir scrambled to his feet as Rayla kicked the Stormcloak off her sword and tutted in disgust as blood spurted onto her armor. Lokir grimaced and looked away, feeling the side of his head that the axe had brushed.

He frowned and felt the side of his head with both hands just to be sure. He was unharmed, but the rebel had managed to cut off all the hair on the left side of his head! Lokir looked down at the ground and found several locks of his brown hair on the ground.

Rayla snorted and sheathed her sword. "That's two you owe me now, Close-Shave."

Lokir's eyes twitched in annoyance as she turned around to search the room. Why did she keep saving his life? He didn't know her, but she clearly knew him. None of the people who actually knew him would risk their necks for him like this stranger had done and was still in the act of doing. So why was she doing it?

Well, he thought, I guess I'll just have to wait to find out.

Okay, the last Helgen chapter is the third chapter. The fourth chapter is going to be better (hopefully less boring), I promise.