Ghosts of Vitharn Years ago , the fortress of Vitharn was attacked and overrun by invading fanatics . Upon his death , Count Cirion was visited by Sheogorath who cursed him and the rest of the fort ' s inhabitants for their cowardice and miserably poor defense . Lord Sheogorath forced them to relive their last moments forever . Walkthrough . When the Hero arrives at the fort , they will find the Vitharn ghost defenders and the ghost Fanatics fighting each other . The door to the Keep is magically sealed . Working around to the left they will see a huge tree lit with Withering Moon plants . At the base of this tree is the Root Door to Vitharn Sump , which will allow entry . At the end of this tunnel is an underwater door to the Vitharn Reservoir . Continue to the end of this to reach the Vitharn Keep . With further exploring they will come across the Great Hall and a feast taking place while the fighting is taking place outside . They will then be greeted by the Count , who if politely greeted will explain the situation . They will be told that the failed defense was due to the short - comings of four people , and that if the troops are able to hold the Fanatics back the curse will be lifted and their spirits allowed to rest . The Archer . Proceed to the Bailey where the battle takes place over and over . The first person to fail was Althel , a scout and archer whose job was to defend the gate wheel . Her main problem was that the armorer , Bat gro - Orkul , was protective of his weapons and armor and wouldn ' t release them to the soldiers out of fear of his goods being destroyed or lost . Because he refused to give Althel any arrows and she was unable to leave her post to get any , her ledge was quickly over - run and the gate was opened . In order to fix her mistakes , the Hero must get hold of the set of ghostly Steel Arrows from the armory and give them to her so she can defend her post . Bat gro - Orkul will refuse to hand them over , forcing the one to sneak in and get the arrows . The door to the armory is locked with a hard lock , but a key can be found in the west wing near a set of bookcases . They must sneak in and take the arrows before Bat gro - Orkul sees them and kicks them out . Once they have the arrows they need to give them to Althel . She will thank the player and will fight the enemy . The Mage . The next to fail was a Dunmer mage named Hloval Dreth . Hloval was born with Stunted Magicka and can ' t regenerate magicka because of this . This means he can ' t fight the fanatics or heal his comrades . When asking around the Hero will discover that while his magicka is stunted , his ego is not ; this leads Hloval to be edgy with others . In order to fix Hloval ' s problem the player must find a way to regenerate his magicka . There are two ways to fix Hloval ' s problem . The first is to find a set of Welkynd Stones in the mausoleum . Giving him the stones will anger him because the Hero has now " defiled them . " He will , however , use the stones and recharge his Magicka . The other method is to find the Dagger of Depletion in the hidden study in the chapel . This is accessed by pressing the stone button in the back corner . When he is given the dagger he will use the Hero to recharge his magicka and head to Vitharn ' s defense . The Soldier . The third person to have failed on the battlefield is a soldier named Desideratus Annius . During the battle , Desideratus flees to protect his betrothed , who turns out to be a toy doll . Asking around the Hero will discover that the doll is all that Desideratus has left after his entire family was killed . There are two ways to get him to fight . Both ways involve taking his " betrothed " and using her to get him to stay . However , giving him the doll will cause him to leave the field and put the doll back . The first way is to take the doll from the barracks and destroy it by placing it in one of the braziers scattered throughout the city . Go back to him and tell him the doll is destroyed and this will cause Desideratus to become overcome with grief and charge into battle to take as many fanatics with him as possible . The alternative way to handle this is by taking the doll and giving it to the fanatics . When he hears that his betrothed is in the hands of one of the fanatics he will become enraged and storm into battle to rescue her . The Count . Despite helping the three soldiers to stand and fight , fanatics will still make it into the fort . The Hero will be told to return to the Count and find out why this is happening . Count Cirion will then confess to being the fourth person responsible for the sacking of Vitharn . He states that it was his duty to stand on the field and lead the troops in battle , but he was too afraid of death so left his troops to handle all of the fighting . The only way to break the curse is Cirion entering the battle and killing the fanatic leading the siege , However , Count Cirion can not exit the great hall because that is where he was when he died . He will ask the Hero to take his helmet and fight in his place . Once they put on the helm , he or she must either kill the Fanatics ' leader or remain trapped in Vitharn . The Devoted Fanatic . Once they put on Count Cirion ' s Helmet the Fanatics will acknowledge the player and attack . They must now face the last Fanatic and kill him in order to break the curse . Once the battle is over and won , Count Cirion will appear and thank the Hero for all their help and award them with the helmet . Once Cirion is through speaking , he and the rest of the ghosts will vanish and the gates will unseal forever .