A/N: Okay, so we have a note of a slightly different nature this time. I've been thinking a lot about where this story is headed, and what's already happened, and I realized that an idea I had that never made it in should have been included, and so I went back and added it after the fact. So, now, in Ice and Fire, right before Vilkas dies, he gives Gendry the ring that he was going to give to Arya if she had agreed to marry him and tells him to give it to her, and Gendry keeps it throughout the rest of the story because every time he's seen Arya since, she's tried to kill him. As it reads now, those changes occur in chapters 15, 21, and 39 of Ice and Fire. The leather necklace he has that's referenced in this chapter is what he wears the ring on, so that's its significance, and it will be in the rest of this story. Sorry for that confusion since at least most if not all of you read the alternate original version, but now you're all caught up. Anyway, as always, many thanks to my beta reader (and sister) GrowlingPeanut. Reviews are appreciated.

Disclaimer: Everything belongs to Bethesda Softworks and George R. R. Martin, except technically for all the guards I gave names to. And on that note, don't try to remember their names. I don't even know them. I just needed a way to differentiate between all of the Whiterun Guards.

Rating: M for mentions of death.


By the time the Legion reached the walls of Whiterun, they had already heard word from a group of scouts that the Stormcloaks were preparing to march. As if they weren't already ill-prepared, now they had little time to secure and fortify the city before the rebel troops arrived to smash through their defenses.

General Lannister had chosen his best, however, and the three captains were already well under way with their respective commands by the time the general himself arrived.

The Battle-Borns had been more than willing to agree to fight alongside Bruscius' men, and in light of Eorlund's still recent death, the Grey-Manes put up little resistance.

With the help of Balgruuf and Irileth, Rikke had set to building barricades and by the end of the second night, they had been successfully erected to block the path to the drawbridge, the gates, and each of the shops and occupied homes in the city.

It was as these preparations were just getting underway, only hours after their arrival, in the middle of the night, that Gendry found himself standing in the Whiterun barracks, a dozen glassy stares aimed in his direction.

"My apologies for the early hour," he began, one hand resting idly on the hilt of his sword. "But the Stormcloaks will not wait for us to be ready before they attack. Our scouts say they are marching at dawn, so we have little time to prepare."

One of the guards sighed heavily and stepped forward from the reluctantly formed line. "I'm the guard captain here, Bjarik. And we'll do what you ask, boy. If any of my men give you trouble, just report them to me and I'll see that they're properly reprimanded."

Gendry nodded in acceptance, but not until responding with an icy, "It's Auxiliary, ser." The men shifted uncomfortably under the foreign authority, but made no move to protest. Above all, their loyalty lie with the Jarl, and if he trusted the Legion, then so too would they.

Satisfied, he continued. "Report to the Jorrvaskr training yard. The Companions have given us permission to test your skills there and once I've seen what each of you is capable of, I will assign you according to your strengths. I expect you to have your chosen weapons ready when I arrive."

There were a few scattered nods, and Gendry jerked his head toward the door. "Dismissed."

The guards stumbled blearily out of the barracks, murmuring amongst themselves, and as the last one disappeared, the door opened again and Hot Pie entered.

"They seem to be obeying well enough," he remarked hesitantly, taking a seat on the edge of one of the beds.

"I didn't give them the option not to," Gendry replied, his stern expression dissolving into one of doubt and exhaustion in the company of his friend. "I just hope they'll listen when it comes down to a man's life or death."

Hot Pie nodded but stayed silent, picking at a fraying thread on his armor.

Sinking to the floor, Gendry sighed and dropped his head into his hands, suddenly feeling very much like the inexperienced nineteen-year-old that he was. He shouldn't have even been a soldier in truth. Yes, he could use a sword, but his gift had been in crafting them, not wielding them to kill.

"I don't know if we'll win this, Hot Pie," he said quietly.

"What do you mean?" His friend asked, a hint of fear creeping into his tone. "We're the Imperial Legion. General Lannister is the best commander that's ever come out of Cyrodiil. We're just fighting rebels, and the walls of Whiterun are strong."

"But its gates can fall," Gendry replied in defeat. "Just as easily as our barricades will. Ulfric Stormcloak has a mind for war, and his men are loyal. They have a cause to fight for. We've just been told to kill them for the good of the Empire, but to them, our deaths mean their freedom."

He sighed again and blinked the tears from his eyes. "I'm tired of all the killing, Hot Pie. I wish I could just turn back time and stay in Morthal where I belonged. Jarl Idgrod asked me to stay and work as a blacksmith, but I left for the Legion instead, and stayed when they reassigned me to the Silver Hand."

"Aren't you proud of what you've done?" Hot Pie asked hesitantly, almost afraid of the answer.

Slowly, Gendry shook his head. "What is there to be proud of? I worked with men who were just as much monsters as the beasts they hunted, killed a man who deserved to live, and now I'm supposed to lead an army in a war that I don't even think we can win. And what does it matter anymore? You've heard the news by now: there are dragons in Skyrim again. What's a petty war in the face of that?" Without thinking, his fingers found the strip of leather around his neck and his gut swirled with guilt and fear.

A long silence fell between them, until Hot Pie moved to kneel beside his friend. "Look, Gendry. I haven't known you long, but you're the only friend I have. If you don't even believe in this war, then what am I here for? You at least made weapons in your other life. I baked pies. But we're both here now, and we're going to fight because that's what we've been ordered to do. Don't think about Stormcloak, or the dragons, or what you've done in your past. Think about defending the people of Whiterun from men and women who want to tear them from their homes. If for nothing else, fight for them. Fight to save them."

Gendry raised his head and met Hot Pie's gaze for a long moment, surprised by the unwavering resolve in his eyes. Finally, he nodded and rose to his feet once more, removing his helmet and wiping his face before replacing it once more.

"You're right. Let's go do our duty."


The guards performed better than he had expected, and when he arrived, the dummies were already stuffed full of arrows or slashed apart by newly sharpened swords.

"Tell me about your men," Gendry ordered as he moved to stand beside Bjarik.

The guard captain straightened up before nodding and pointing to two men standing side by side and loosing arrow after arrow into the targets at the end of the yard.

"Those two are brothers, Eren and Torban. They were practically born with bows in their hands, and they're well-liked among the men here."

"Can they lead well?"

Bjarik shrugged. "They haven't much had the chance to. Most of what we deal with is petty thievery and drunken brawls. It's been a long time since we've had a real battle on our hands. They take orders well though, so you shouldn't have any troubles with them."

Gendry nodded, relieved, and asked him to continue.

"The three sparring, Tobias, Korst, and Norring are our best swordsmen, but I wouldn't say that they're particularly gifted. I wouldn't leave them on their own. I don't presume to make your commands for you, Auxiliary, but I imagine they would be of the most use among some of your soldiers."

"It's no imposition," he replied, internally grateful that the more experienced soldier was willing to give him advice.

"The others are used to patrolling the streets and slapping the hands of the city's ne'er-do-wells, but many of them were born here in Whiterun, so they'll fight with all they have when it comes to defending their home."

"Very well." Gendry nodded in satisfaction and added a parting thanks before moving toward the guards.

"Men!" They all snapped to attention at his shout, though it was a rather sloppy effort altogether. It would not be difficult to distinguish the guards from the soldiers when the time for battle came.

"The Stormcloaks are beginning their march at dawn on the morrow, so any orders that you are given are to be taken out immediately. Even if you find yourself on the battlements for days without any sight of them, it's there that you will stay. The legionnaires will fight alongside you and help relieve you come night, but in every waking moment, you must be alert and ready for battle."

The men exchanged furtive glances that belied their nerves, but still, none moved to speak against him, for which he was grateful. Though he would've "taken care of" any mutinous guards as General Lannister had ordered, he would not have enjoyed it. His stomach still swirled with guilt and self-loathing when he thought of the man he had killed, and though he knew he would be forced to, he did not want to add any more bodies to the list.

"Eren, you will lead the archers in my regiment on the walls above the drawbridge. Torban, you take any of Praefect Bruscius' men that know their way around a bow and defend the gate."

The two brothers nodded, and he dismissed them back to the barracks. Once the captains were able to meet again, they would split their troops and go wherever General Lannister ordered them to take command.

"Tobias, join the Battle-Borns in their defense of the Cloud District. Several of my men will be joining you. Korst, rally at the stables. We'll try to keep as many men from reaching the city as we can. And Norring, you go to Dragonsreach. Irileth will need more men to keep the Jarl's family from harm, if the Stormcloaks make it to the keep."

Half a dozen soldiers remained once the men he had singled out departed, and he looked to Bjarik. "You know this city better than I. These men are yours to command. Unless I receive word otherwise from General Lannister, you can do with them as you see fit."

The captain nodded and as he moved to rejoin his men, Gendry saw the door to Jorrvaskr behind him open. The man that walked onto the porch was large, with long dark hair and pale blue eyes that still haunted his dreams.

Gendry's chest felt tight as he suddenly struggled to breathe, his heart pounding in his chest.

"Waters, end his pathetic life."

His hand found the cold metal at his throat and clenched it tight, trying to anchor himself to reality as his mind swam with the memories.

The man moved toward him and stopped a few feet away, his gaze distrustful, but not suspicious. "I'm Farkas," he said simply. "Jed told me to tell you that you won't find support with the Companions. This isn't our war to fight."

A wave of relief washed over him as he remembered Vilkas' twin and all thoughts of necromancy and dark magic fled from his mind.

"I'll relay the message to General Lannister," he managed to stammer, his hands dropping back to his sides as his heartrate struggled to return to normal.

Farkas nodded and retreated once more, leaving Gendry alone. His relief was cut short however by the clearing of a throat behind him. Turning, he met the gaze of Legate Rikke, her eyes filled with equal measure of pity and concern.

"It's been a long day for all of us, Waters. Go to the inn and get some rest. None of us will do much good against the Stormcloaks if we're dead on our feet."

Gendry nodded, suddenly very much aware of how long he had been awake. His eyes burned with exhaustion and his feet ached, and even Rikke's shoulders were slumped as she met his gaze. She was right. They would be no good to anyone in such a state.

"General Lannister is expecting us to report at dawn," she continued. "Get what sleep you can."

Nodding again, he made his way to the inn. Though he was exhausted, he spent what coin he had on several tankards of ale, and then, once properly drunk, on one of the women who stood against the wall. If tomorrow was the day he died, at least he would know what it was like to be with a woman, and even if it wasn't, he would no longer have to face the jeers and taunts of his companions.

When she left him, he found himself alone once more, with thoughts that were growing increasingly dark. In the wee hours of the morning, as he finally drifted into a fitful sleep, it was not a high-ranking Imperial officer who found his eyes wet with tears, but a scared young man on the eve of his first battle, afraid of killing, and afraid to die.


"Give me your report, Rikke," Tywin Lannister commanded, his fists resting against the top of the table on either side of a map of the city.

Nodding, the legate leaned in, charcoal in hand. "We have barricades here...here...and here..." She marked each with a crude rendering of the defenses. "Outside of the city. On the inside, we have one blocking the entrance to each district, and one outside the homes and the inn. The Bannered Mare has agreed to hold any civilians that aren't safe in their homes."

Lannister nodded and let her continue without interruption.

"The gates have been reinforced as well and the drawbridge has been lifted. The rebels won't have an easy time getting through, my lord."

Tywin looked pleased, and he nodded once more. "Good work, Legate. What of your assignment, Praefect?"

Bruscius shrugged, arms crossed over his broad chest. "The Battle-Borns have agreed to fight with us, and have been ordered to defend the Cloud District with a few of the city guard. The Gray-Manes will be of no trouble. With Eorlund dead, and Thorald a captive of the Thalmor, they have no strength or will left to fight."

"Very well. Auxiliary?"

Gendry cleared his throat and took the charcoal from the table where Rikke had left it. "There are about a dozen guards to help us. Two are gifted archers and have been assigned to the walls, one at the drawbridge and the other at the gate, with several of Brucius' and my men." He marked their positions on the map before continuing. "The three best swordsmen have been divided between our regiments: one in Dragonsreach, one with Battle-Borns, and the last outside the city walls. The captain of the guard is in command of the others and has ordered them to defend the shops and keep the rebels out of the inn."

The general nodded, his gaze fixed intently on the map between them. "You've done well soldiers. If we manage to hold the city, we may yet win this war."


With each report from the scouts, the size of the advancing army grew larger, until it had swelled from one well-equipped unit to half a dozen full regiments, with Ulfric at the helm. The tension in the city grew thicker with each minute that passed, and the Imperial soldiers spent their time anxiously patrolling the streets to ensure that their orders were being carried out.

"Are you sure that you want me in the inn?" Hot Pie asked as he walked beside Gendry, his brow furrowed. "I know I'm not as good with a sword as you, but I can still hold my own in a fight."

"I know you can," Gendry replied. "And the families that will be there may need your protection. If the Stormcloaks get past the barricade, you're the one who's going to keep those people safe. Remember what you told me. It's them that we're fighting for."

Sighing heavily, Hot Pie nodded in acceptance but still looked unsure. "Where will you be?"

At that, Gendry shrugged, smiling slightly as two children darted past in a game of tag. At least the war hadn't yet taken a toll on their young minds. "I don't know. Wherever the general needs me most. Rikke is going to stay with the Jarl, and Bruscius has been given command of the men at the gate. I suppose that leaves me the market square or the city center. It depends on how successful the Stormcloaks are in getting through our men and our defenses."

Hot Pie opened his mouth to reply, but was cut off by the arrival of General Lannister. Tywin gave the chubby young Nord a cursory glance before looking to Gendry.

"Auxiliary, Legate Cipius has arrived from Fort Neugrad with his men. He's waiting in the war room of the keep to hear your orders. Do with his men as you see fit."

Trying to keep the surprise from his features, Gendry nodded curtly. "Yes, my lord."

As the general moved away, Hot Pie looked to his friend with wide eyes. "He's giving you command of Cipius' troops?"

Quentin Cipius was a well-known and well-respected soldier in the legion, second only to Rikke and the general himself. If Lannister was trusting Gendry with giving him commands for the upcoming battle, it was likely that he would be rising through the ranks once more. If he made it through the battle alive.

"It certainly looks that way," Gendry replied, unable to keep a crooked grin from his face. "Go on to the inn. I'll join you once I'm finished and tell you all about him."

Grinning, Hot Pie nodded and gave his friend a small wave before hurrying over to the Bannered Mare.

Trying to contain his pride, Gendry walked up the steps to the Gildergreen and then past it to the set that led up to Dragonsreach. He was admitted without question at the doors and when he entered the war room, he found Legate Cipius deep in conversation with Jarl Balgruuf, his steward Proventus, and the housecarl, Irileth.

"All that's left to be taken care of us is moving the civilians to the inn," Proventus was saying as Gendry entered. "But they aren't like to move until we can see the Stormcloaks on the horizon."

"Order them in if you must," Balgruuf replied, his voice gruff. "I won't lose any of my people just because we were too afraid to face a few stubborn old crones."

The sound of running footsteps came from the main hall and a moment later, one of the young soldiers from Bruscius' regiment pushed past Gendry.

"Ser! I...I have..."

Cipius cast him a mild glare, his brows furrowed. "Take a moment to breathe, soldier."

"But...sir..."

"Just breathe, boy!" Quentin snapped irritably, turning back to the map. "We're discussing important matters. Whatever you have to say can wait."

Balgruuf raised his eyebrows but continued without comment. "The outer walls are strong. If we can hold them there..."

He trailed off as the legate shook his head, his expression grave. "They have catapults. Our scouts caught sight of them among the troops."

"Damn it," the jarl swore, pounding his fist on the table. "When did they find the time to build catapults? The city walls are already falling apart as it is."

Cipius shook his head again, shrugging. "My scouts tell me they're loading them with fire, not stones."

Balgruff sighed. "So, he wants to take my city, walls intact."

"The men will be fighting in flames," Quentin said, crossing his arms over his chest. He sounded almost doubtful, and Gendry felt a slight twinge of fear.

"My men are fearless," the jarl replied fiercely. "It's you Imperal milk drinkers I'm worried about."

The legate frowned. "If you'd prefer I took my men and left..."

Sighing again, Balgruuf shook his head and pinched the bridge of his nose. "No, no. Of course not. Just...don't let me down, Cipius. We'll need to set up water brigades to combat the flames."

"Already taken care of. I spoke to Legate Rikke on the way in and she has them being set up as we speak."

Balgruuf grunted, tugging absently at his beard. "You Imperials are efficient, I'll give you that. How long until they arrive?"

"Not long," Cipius replied. "They're hiding in the countryside just beyond the farms."

"Damn it," Balgruuf muttered under his breath. "What's he waiting for?"

"Ser!" The soldier that had entered raised his voice to a yell and both men turned to him with matching expressions of impatience.

"What?!" Quentin barked.

"Ser, they're on the move. They'll be at the gates at any moment!"

An immediate panic washed over the faces of all of the men and the legate grabbed the young soldier by the shoulders. "Why didn't you say so immediately?!"

"Ser, I tried!" he retorted, shaking himself loose with indignation.

"This is it then," Balgruuf said gravely, pulling his sword from its sheath. "Time to see what these Stormcloaks are made of."

As Cipius looked away from the young man, he caught sight of Gendry by the door and nodded to him. "You must be the Auxiliary. See that my men get to the gates. Move, soldier. Spread the word. Go. Go!"

His heart hammering in his chest, Gendry nodded and ran to the door. Behind him, he heard Balgruuf swear, his voice heavy with defeat. "Oblivion take them. Every miserable last one of them. Today is not the day my city falls."