Varimathras Varimathras was a level ? ? quest giver located in the Royal Quarter of the Undercity . For a time , he appeared only to characters who had not finished the Wrathgate quest chain , but was removed completely and replaced by Bragor Bloodfist in Patch 3 . 3 . 0 . A dreadlord once in the service of the Burning Legion , Varimathras was forced into allying with the Forsaken , under the direct control of Sylvanas Windrunner , in exchange for sparing his life after he and his brothers were overcome by her undead forces . He once resided within the Royal Quarter of the Undercity , standing at Sylvanas ' s side . Though he had sworn allegiance to her , he served a more powerful master . He is voiced by Paul Eiding in " " and by Jamieson Price in " " . Biography . During the Third War , the dreadlords ( or nathrezim ) were tasked with leading the armies of the Burning Legion into battle . They served as field commanders and tacticians and commanded the troops from behind the front lines . The dreadlords were responsible for the summoning of Archimonde the Defiler , who served as general for the demonic forces . It was the dreadlords Mal ' ganis and Tichondrius who first spread the taint and corruption of the Legion across Lordaeron and Felwood respectively , and after their deaths by the hands of the enemies of the Scourge , it was Varimathras and his two brothers , Detheroc and Balnazzar , who were put in charge of the undead forces in Lordaeron while Archimonde took his forces across the sea to Kalimdor to siphon energy from the World Tree , Nordrassil , on Mount Hyjal . Several months passed after Archimonde ' s departure and subsequent death during the Battle of Mount Hyjal , yet the three dreadlords were unaware of the events and continued their vigil over Lordaeron , maintaining their occupation of the capital city . No sooner had they begun to suspect the possibility of their plans going awry when King Arthas burst into the city bounds , announcing the defeat of the Legion and the death of Archimonde . He had come to reclaim the throne of Lordaeron and exact his vengeance on the dreadlords to complete the circle of defeat for the Legion , but Varimathras and his kindred quickly escaped his wrath , taking refuge within the Plaguelands where they plotted their next move . Knowing that they would not be able to defeat the loyal army of the Lich King , in addition to the combined might of the loyal lich Kel ' Thuzad and dark ranger Sylvanas , Varimathras instead appealed to Sylvanas alone in secret , revealing to her the diminishing powers of both Arthas and the Lich King and making a deal for her aid in overthrowing the weakening death knight . Thirsty for revenge for turning her into the cursed undead , Sylvanas reveled in the chance to exact her vengeance upon Arthas . After the dreadlords separated him from his forces , Sylvanas attempted to assassinate him . However , due entirely to the interference of Kel ' Thuzad , he escaped her vengeance . She instead turned her eye back to the Lordaeron capital city . Arthas fled to Northrend and was no longer a threat , so the conflict was narrowed down to the forces of the dreadlords against the forces of Sylvanas , both vying for control of Lordaeron and ultimately freedom . As the Lich King ' s control over the Scourge continued to wane , more and more undead were becoming free - willed and loyal to Sylvanas . After Arthas ' retreat , Varimathras again visited Sylvanas , offering her a position in the dreadlord ' s army as an agent of their new world order . She refused , unwilling to once again give up her freedom . Varimathras then labeled her an enemy of the Burning Legion and warned her not to get in the way of their rule over the Plaguelands . Sylvanas knew that if she and her people were to ever live in peace , the dreadlords would have to be destroyed . She scoured the forest using her banshees to possess the most powerful denizens in order to build up her forces . She then sent her army against the forces of Varimathras , who stood no chance against them . Sylvanas devastated his forces and was ready to execute the dreadlord — who begged her for his life . He offered his service , as well as his knowledge of his brothers ' tactics and base locations , in exchange for his life . In an act of twisted mercy , Sylvanas accepted his offer and ensured Varimathras that his life would be spared . Sylvanas then used her newest subordinate to seek out the base of Detheroc , who had enslaved a large number of human soldiers , manipulating them to do his bidding . Leading them was Lord Garithos , leader of the last remnants of the Lordaeron army . Despite the additional threat , Sylvanas was able to strike a crippling blow to both the humans and undead of the Scourge , using her banshee s to possess some wayward scouts and infiltrate Detheroc ' s base . While the enemy forces slept , Sylvanas moved quickly to disable and destroy one base after another before they were able to notice the disturbance . Sylvanas tore Detheroc to shreds , and with him dead , the human forces regained their free will and were left with no choice but to forge a tenuous alliance with Sylvanas . With Garithos and his forces at their side , they then moved on to combat the final threat , Balnazzar . They assaulted Balnazzar ' s stronghold in the Lordaeron capital ruins in a two - pronged attack , Sylvanas ' forces attacking from one side while Garithos ' forces attacked from another . Balnazzar called in demonic reinforcements through a demon portal , but despite his resilience , he was ultimately defeated . He was cornered by Sylvanas and Garithos , and , as a last testament to Varimathras ' loyalty , Sylvanas ordered him to kill his brother . Varimathras was reluctant to break the nathrezim code that they must never slay one of their own . However , he valued his own life above all else , and with no further hesitation brutally " killed " Balnazzar ( Balnazzar however had faked his own death ) . See Regarding Balnazzar for more info . Once the task was complete and the dreadlords had fallen , Lordaeron was finally free of the Scourge . Garithos then demanded that Sylvanas and her forces get out of " his " city . Sylvanas instead gave Varimathras the order to kill Garithos . He did so with pleasure , and thus solidified his place among the Forsaken of Lordaeron . Within the sewer system of the ruined capital city , Varimathras aided Sylvanas in the construction of the new capital , henceforth known as the Undercity . It was also at this time that Sylvanas named her people , the free - willed undead , the Forsaken . Sylvanas ' traitorous advisor . Varimathras has seemingly appeared to serve Sylvanas unquestionably ever since that time and now serves as her vizier , working ceaselessly to safeguard the Undercity from all outside threats , especially that of his former masters . The fact that Varimathras still has not betrayed Lady Sylvanas means that she must have a powerful ace up her sleeve , only time will tell what that might be . Then again , it ' s possible Varimathras has already betrayed the Forsaken , but how it has happened is not yet known . There are rumors that Balnazzar lives . It is possible that they have some grand scheme to manipulate the Forsaken and reclaim them for the Burning Legion , or for their own faction . The dreadlord Varimathras polices the Forsaken , and holds almost as much power as Sylvanas . However there is a trend amongst the undead . They appear to be split into two camps , those that revere Sylvanas and those that follow Varimathras . Sylvanas doesn ' t truly trust Varimathras , but still believes he is her willing servant . If she isn ' t careful she may find out she no longer rules the Forsaken . In fact , it appears he is still in contact with Stratholme and is plotting with his brother and the Scourge forces in the city . A Forsaken messenger , Kalasan , had intercepted messages from a traitor in Undercity communicating with Stratholme and Kel ' Thuzad . He entered Sylvanas ' s throne room to tell her what he had found out , but discovered his mistake . He hadn ' t noticed she wasn ' t in the throne room , and when he blurted out what he had found out , he was left alone with Varimathras who locked the doors behind him so he couldn ' t escape . In Wrath of The Lich King . In the wake of the Battle of Angrathar the Wrathgate , it is revealed that Varimathras has plotted his way into controlling a substantial part of the Forsaken faction , using them and his chief underling , Grand Apothecary Putress , to launch a surprise assault upon the combatants at the Wrathgate . This ambush resulted in the deaths of hundreds of Alliance and Horde soldiers , including Bolvar Fordragon and Dranosh Saurfang . He is eventually faced and defeated by Thrall , Sylvanas , and players during , after which he is not seen in - game again by the player ( s ) who completed the quest ( as part of the " phasing " system used in the Scarlet Enclave and areas of Northrend ) . During the battle , Varimathras makes reference to " years of planning " ( attempting to undermine Sylvanas ) and the voice of an unseen " Master " is heard berating Varimathras for his failure to prevent the Horde party from reaching the throne room , after which point Varimathras enters the fray himself – where he is defeated . It is still unknown who this " Master " was , but one could argue that it - cannot - be Kil ' jaeden , due to the difference of voice sound . If Varimathras was ever to be in contact with the Burning Legion again , the hidden " Master " could have very well been Sargeras , attempting to invade Azeroth once more . In Patch 3 . 3 . 0 , Varimathras and the abomination s that previously patrolled Undercity were permanently replaced by the Kor ' kron Guard and their captain Bragor Bloodfist . Before the Battle for the Undercity , Bragor will say the following when you speak to him : And afterwards : Quests . He once started the following quests : See List of Undercity NPCs . Memorable quotes . World of Warcraft quotes . Like Sylvanas , Varimathras also appears to have a new voice actor as of patch 3 . 2 . 0 . The reason for this is unknown , since he is killed by Horde players . Regardless , his quotes also remain unchanged . Sound Scripts . / script PlaySoundFile ( " Sound \ \ Creature \ \ Varimathras \ \ VarimathrasAggro01 . wav " ) Personality . Varimathras has been shown to be a fairly weak dreadlord having being defeated by Sylvanas ' paltry army . His charisma makes up for this however and he manages to get onto Sylvanas ' side by pledging his loyalty to her . Varimathras is often very cautious and approaches situations discreetly . Varimathras often enjoys having the upper hand against his enemies but is quick to panic when the tables turn . Varimathras doesn ' t like to share his plans with others and keeps them to himself . Even his trusted brothers don ' t hear the full extent of his plans . Appearance . Varimathras received a new model in Wrath of the Lich King , but the reason for this is not certain . His appearance is , however , slightly similar to Kael ' thas Sunstrider after his defeat at Tempest Keep , particularly the green orbs . It is possible that Varimathras , still loyal to the Legion , was given new powers after years of planning and waiting for a " fourth invasion " of Azeroth . Speculation . Regarding Balnazzar . Since Balnazzar still lives in " World of Warcraft " , the question has been raised as to whether or not Varimathras truly killed him or if he has been somehow resurrected . It is hinted in " Horde Player ' s Guide " that Varimathras was still loyal to the Legion and knows of his brother ' s faked death , and that they may have concocted some grand scheme to manipulate the Forsaken and bring them back into their fold . However , he could be biding his time until Balnazzar and the Scarlet Crusade can rescue him from his servitude in the Undercity . It is more likely , though , that Balnazzar still lives through some other means . A logical assumption would be that the nathrezim experience a rebirth cycle of some kind that results in their resurrection after being killed ( similar to a hero ' s revival at an altar ) . This " rebirth cycle " would probably have something to do with the cultural taboo of a nathrezim killing another . This would explain why Tichondrius could only be killed by the power of the Skull of Gul ' dan as it would mean that great power is necessary to prevent the rebirth of a nathrezim when he is killed . If this idea is plausible , then it would mean that all the other dreadlords who died in non - magical ways could have also been resurrected ( Anetheron , Detheroc , etc ) . However , Mal ' Ganis was killed by Arthas using Frostmourne and has apparently managed to return disguised as Barean Westwind . A simpler explanation ( in light of Balnazzar ' s use of five – as opposed to the traditional 4 – hero abilities ) is that Balnazzar was so powerful that physical death has no effect on him – Tichondrius would share this trait . However , if Detheroc survived being " torn to shreds " by Sylvanas , then he has been even more subtle than Balnazzar ; there is no mention of him in " World of Warcraft " . In light of the events of Legion ; it is also plausible that Balnazzar ' s rebirth is due demons being unable to die outside of the Twisting Nether . Old Gods speculation . It was originally speculated that Varimathras could be allied with the Old Gods because he refers to an " Unknown master " during The Battle for the Undercity similar to Deathwing did during War of the Ancients that was revealed to be N ' Zoth . However the unknown voice was later revealed to be Sargeras . It is also known that 4 or 5 Old gods lie prisoned beneath Azeroth and when The Highborne first landed on Tirisfal Glades many of them began to go mad . It was believed that something evil slept beneath just that particular part of the world but the rumours were never proven . Old Gods and the Nathrezim share a lot in common ; both are known to be incredibly evil and manipulative , twisting mortals ' actions to their will . It was because of the events during the Wrathgate ( influenced by Varimathras ) that caused the Alliance and the Horde to not co - operate against Yogg - Saron .