Lilmoth Lilmoth is a city in Black Marsh known as the " " Festering Jewel of Black Marsh " " . It is the south - easternmost city both in the province and in all of Tamriel . Description . Geography . Lilmoth is located on the southeastern coastline of Black Marsh and the Oliis Bay . The distance between Lilmoth and the Black Marsh coast is roughly 15 miles . 10 miles from Lilmoth is a large rock that towers the jungles . The area south of Lilmoth is populated with multiple rice plantations including Hereguard Plantation , which is one of the only ones still run by Breton s . Lilmoth has a clear distinction between the poor and rich citizens . Pussbottom is considered to be one of the dodgiest places in Lilmoth and is known as the gangrenous heart of Lilmoth . When the Empire stayed in Lilmoth in the late first era , Pussbottom was where the original Imperial settlers resided . Nowadays , Pussbottom is home to the sinister , desperate , poor , and dangerous citizens . The remains of the Imperial houses are cavernous and rickety . Skooma dealers have described Pussbottom as " " a livable corner of a manse so ancient the first floor was entirely silted up . " " Old Imperial Lilmoth is the opposite of Pussbottom . Imperial Lilmoth has beautiful villas with vines grow on the sides and overgrown sleeping palms and bamboo on the ground . The streets were illuminated by pale phosphorescent lights of Lucan mold . Lilmoth ' s waterfront greatly resembles a cross . Seagull s generally fly above the waterfront like rats in the streets . This part of the city is partially sunken that when the double tide would come in , the waterfront would flood deep . The docks are attached to a massive stone quay to keep it still . History . Early years . The city of Lilmoth was founded by the Lilmothiit , a race of vulpine beast - folk that were both nomadic and tribal . They were generally located in the southern marshes near cities such as Lilmoth and Blackrose . The Lilmothiit may have a relationship with Khajiit and their language , Ta ' agra . Lilmothiit means " " one who is from Lilmoth " " . First Era . The Blackwater War was a war between the Second Empire and the armies of Argonia that spanned twenty - six years . There were three campaigns that invaded Black Marsh that were largely different . The outcome of the war determined Black Marsh ' s involvement in the future Four Score War . General Lucinia Falco led the Imperial Legion in the war after the passing of Regulus Sardecus . She believed the Battle of Argonia wouldn ' t be one by a single front so she had multiple fronts coming from the southern coast and Gideon . Falco urged the Empire into offering commissions to pirates in the Lilmoth and Archon coastline . While in league with the Legion of Diamond Marines , this force managed to take vast territories throughout the Oliis Bay and southeastern marshes . During the Four Score War in 1E 2920 , the Battle of Bodrum commenced on the 20th of First Seed near the border town of Bodrum . To the west was Emperor Reman Cyrodiil III of the Second Empire , Reman assembled armies from the cities of Riverhold , Lilmoth , and Farrun at Caer Suvio . At the time , Lilmoth was ruled by Warchief Ulaqth . During the battle , Ulaqth led the right flank while Storig of Farrun and Queen Naghea of Riverhold led the left flank . To the east was Lord Vivec of the Tribunal of Resdayn , with his army of Dunmer assembled at Ald Erfoud . In the end , Vivec won the battle for Morrowind by cutting trees along the Pryai River . Third Era . During the Imperial Simulacrum , the Eternal Champion had at one point visited the city in their quest for a piece of the Staff of Chaos . By 3E 80 , the warlord at the time was Lady Ioa . In 3E 109 , the half - brother of Emperor Antiochus Septim , Magnus Septim married Hellena , the Imperial Queen of Lilmoth . Before that , the Argonian Priest - King that ruled Lilmoth was executed . Magnus and Hellena both represented the Imperial Government very admirably . During the War of the Red Diamond , King Magnus allied with King Cephorus Septim of Gilane to combat Queen Potema Septim and her army from Solitude . Magnus lead his Argonian army through Morrowind and eventually Skyrim . In 3E 127 , Magnus and his Argonian army found the Wolf Queen ' s army at the Battle of Falconstar which ended in Potema ' s victory . Around 3E 173 , the Hist tree in Lilmoth went rogue from the shared link between all the other Hist trees . The Hist purged this tree and a new tree grew from its roots . Fourth Era . When the floating city known as Umbriel arrived above the city of Lilmoth , the souls of the inhabitants were sucked into the city and brought into the Ingenium which is a machine that requires souls . The corpses on Lilmoth were reanimated and followed Umbriel as it took more victims .