Varen Aquilarios Varen Aquilarios , also known as The Prophet when the Vestige first meets him , is an Imperial sorcerer , Moth Priest , and the former Emperor of Cyrodiil . He is the founding member of the Five Companions , and plays a crucial role in the main questline of . Background . Varen was born in 2E 536 as the son of a Colovian Duke , and later became the Duke of Chorrol . He had an unknown sibling whose son , Carolus Aquilarios , in turn being Varen ' s nephew , viewed him as a role model . When Leovic , third of the short - lived Reachman dynasty known as the Longhouse Emperors , assumed the Ruby Throne , he legalized Daedra worship across the Empire . This outraged much of the population , and prompted Varen to spark a rebellion . He left his homefront , the Gold Coast , in the hands of his nephew Carolus . Using large amounts of stone , Varen constructed a wall spanning around the Gold Coast , later dubbed " Varen ' s Wall " , in order to protect the region should Leovic ' s forces arrive . The Colovian Revolt . Varen summoned the military forces of the Colovian Highlands . Secretly , he also contacted Abnur Tharn , who would later become one of his Five Companions , for assistance to " " depose those foul strangers from the north " " . Varen based his rebellion out of the city of Bruma , and subsequently won many victories across Cyrodiil . In 2E 576 , Varen and his army stormed the Imperial City , before breaking into the White - Gold Tower and driving his sword into Leovic ' s heart at the foot of the Ruby Throne , thus instantly killing him , and immediately declaring himself Emperor . For Abnur ' s loyalty and assistance in the rebellion , Varen agreed to take Leovic ' s widow , Clivia Tharn , as his bride . Due to the mass amount of casualties during the uprising , Varen converted the Market District of the Imperial City into the Memorial District , filling it with mass graves . The Five Companions . Varen ' s rule went mostly without problems , but he was constantly worrying about him being an illegitimate ruler as he was not Dragonborn . Believing that only a Dragonborn can rightfully take the Ruby Throne , in 2E 577 , he formed the Five Companions to find the Amulet of Kings after the Altmer sorcerer Mannimarco convinced him that he knew a ritual that would allow Varen to become Dragonborn . After hearing of this , he set out on a two - year quest to find the Amulet with his Five Companions : Varen himself , the half - giant warrior Lyris Titanborn , the sorcerer Mannimarco , Sai Sahan , a Redguard blademaster and the captain of his personal Dragonguard , and Elder Chancellor Abnur Tharn . The Soulburst . The Five were able to recover the Amulet and begin the ritual in 2E 579 . They gathered at the Temple of the One in the Imperial City and began to perform the ritual . While Tharn held the Amulet , Varen asked Akatosh to rightfully grant his claim as emperor by making him a Dragonborn . At that moment , Mannimarco immobilized everyone present and revealed his true intentions ; he was an agent of Molag Bal , and the ritual did not reignite the Dragonfires , but in fact did the exact opposite , destroying the ancient barriers shielding Mundus from the forces of Oblivion and thus allowing Molag Bal to begin the Planemeld , a forceful attempt to drag Nirn out of Mundus and into his own realm of Coldharbour . This event was known as the Soulburst , and it shook every corner of Tamriel . Subsequently , Lyris was captured and brought into Coldharbour . Sai Sahan fled with the Amulet and managed to hide it in Sancre Tor before also being captured later on . Mannimarco summoned his Worm Cult and turned the Temple of the One into a sacrificial ground where dozens of souls were harvested and brought to Coldharbour , and Abnur joined him in order to gain his trust and spy on him . Varen , however , disappeared . Studying the Elder Scrolls . After the Soulburst , Varen woke up weak and near death at the Abbey of the Moth Priests , with as Emperor . The Moth priests took pity on him , assuming he was a lost vagabond , and gave him shelter within their establishment . It was there where he set his eyes on the Elder Scrolls , mysterious artifacts of immense knowledge and power . He began to study and read the scrolls in order to learn the events of Tamriel which have happened and have yet to happen , including his life as Emperor and his destiny with the Vestige . The priests were shocked to discover how quickly he managed to read the scrolls , believing it to be a prophetic sign from the Eight Divines . As a result of continuously reading the scrolls , Varen gradually lost his eyesight . He carved himself a staff which he also used as a walking stick . Blinded , Varen still continued to study the scrolls in his mind ' s eye , and foresaw the events to come in Tamriel ' s future . Capture . Word of Varen ' s prophecies began spreading across the land , eventually reaching the Imperial City . When Mannimarco discovered this , he arrested the Prophet under the grounds of rumor - mongering and treason . The King of Worms had the abbey and its contents burned to the ground , and transferred Varen into the custody of Molag Bal . Bal then initiated the Planemeld upon Nirn , and had Varen imprisoned in The Wailing Prison . The Vestige . In 2E 582 , a mortal was captured and sacrificed by Mannimarco . Their soul was brought to the Wailing Prison in Coldharbour . After being transported to Coldharbour , a projection of Varen , using the pseudonym " The Prophet " , appeared before them , giving the mortal the name of Vestige and telling them to find Lyris Titanborn . At the time , Lyris was unaware that The Prophet was her fellow Five Companions member Varen . The Vestige journeyed through the prison with Lyris after she freed them . They struck down several of Molag Bal ' s minions before arriving at the courtyard and destroying a Sentinel , a minion made to stop prisoners from escaping . They find that Varen ' s cell is warded off , so they seek Cadwell for help , whom directed the two to the Undercroft . Once Lyris and the Vestige reach Varen ' s cell , Lyris tells the Vestige that the only way to free Varen is for Lyris to take his place . Lyris then chants for her to take Varen ' s place in the cell , freeing Varen but imprisoning Lyris . Varen , still concealing his identity , and the Vestige journey to a portal out of Coldharbour . They strike down the Guardian of the portal , and Varen restores the Vestige ' s corporeal form before they both return to Tamriel in different locations . Personality . During his reign as Emperor , Varen was considered a good leader , doing what was right for his people . The fact that he was not of dragon ' s blood continuously pestered him , often causing him to believe he was not a legitimate ruler , and even married Leovic ' s widow , Clivia , in an attempt to solidify his title , just as his predecessor had done . Varen founded the Five Companions in order to find the Amulet of Kings for two long years , and during the ritual in which Varen would become a Dragonborn , he was betrayed by Mannimarco , whom he had blindingly put his trust in . Varen later remarked that his decisions were foolish and taken out of desperation . Varen later lost his memory following the Soulburst , and was found outside the Abbey of the Moth Priests . He began to study the Elder Scrolls , and slowly began to encompass their knowledge by reading them , regaining memories of his past life . However , due to his consistent readings of the Elder Scrolls , he became blind , having to rely on his cane / staff in order to be aware of surroundings . The Prophet became a considerably wise man , aware of events that have occurred and events which are yet to occur . He occasionally speaks in riddles , and initially keeps his origins a secret . Inside , Varen does not consider himself to be very grand or accomplished , referring to himself as simply " " a blind old man " " . He still does what he considers best for the people of Tamriel , ensuring that every step he takes is done to stop Molag Bal from merging Nirn with his own realm , which he considers mainly his fault . Interactions . Coldharbor quests . Soul Shriven in Coldharbour . Varen , initially introduced as " The Prophet , " contacts the Vestige at their cell in Coldharbour . Lyris Titanborn later travels with the Vestige to free him , and the Prophet speaks to them again on their way to Cadwell . Later on in his cell , Lyris takes the Prophet ' s place as a prisoner , so that he and the Vestige could escape . Once Varen is freed , he will say " " Freedom . I remember this feeling . It will be fleeting though , if Molag Bal has his way . " " You are then tasked with escorting him to the Dark Anchor Mooring . At the Mooring , Molag Bal will appear and summon the Child of Bones . Once it is defeated , he summons a Skyshard for you to absorb , then calls upon the Akatosh to open the Mooring to Tamriel : After going through the anchor , you will arrive in either Stros M ' Kai , Khenarthi ' s Roost , or Bleakrock Isle depending on your alliance . When you regain consciousness , he will say " " The Vestige awakens , once again . Come here , we must speak . " " He will then recommend you explore your surroundings as he organizes a plan to rescue Lyris , and will contact you in time . He will then give you a Sealed Urn and answer questions you may have , before departing . The Harborage . Once you reach level 5 , The Prophet will contact you at the nearest opens a portal to a realm depicting past events . He briefly explains his story , and tells the tale of the Five Companions , concealing the information that he is the then Emperor Varen Aquilarios . The visions in the realm show the events leading up to the Planemeld , known as the Soulburst , the crisis which in turn ended up costing the Vestige their soul . Daughter of Giants . The Prophet tells the Vestige that after Lyris took his place , she was moved to The Foundry of Woe , a location of Coldharbour dedicated to torture and despair . After Lyris is returned to Tamriel , the Prophet is informed that Sai Sahan is still alive . The Prophet then begins his search for his captured friend . Chasing Shadows . The Prophet asks the Vestige to investigate the Worm Cult ' s activity in the nearby city ( Daggerfall , Davon ' s Watch , Vulkhel Guard ) . After speaking to Abnur Tharn in The Worm ' s Retreat , the Vestige must give the Orb of Discourse to Varen . Castle of the Worm . Varen asks the Vestige to come to the Harborage , where Abnur Tharn would like to speak with them . He requests asylum in return for Sai Sahan ' s location , and Varen tasks Lyris and the Vestige with retrieving him . After Abnur comes to the Harborage , an argument will begin with him Lyris as he doesn ' t currently know where Sai is . Varen puts an end to the fight , and reveals the truth to the Vestige that he is Varen Aquilarios , the previous Emperor of Cyrodiil . The Tharn Speaks . After informing Varen that Abnur has located Sai in the Halls of Torment , he will agree to help Tharn look for a safe to break him out . Halls of Torment . Upon entering the Harborage , Lyris and Varen will be found arguing about her travelling to the Halls of Torment in order to save Sai . Varen informs the Vestige that they have found the Halls , and asks the Vestige to pick either Lyris or Abnur to accompany them . Once a companion is picked , he will open a portal to the Halls and say " " Go with ! Save Sai Sahan from the Halls of Torment ! " " After reaching the final location where Sai is being held prisoner , doppelgangers of Varen appear , asking Sai why he didn ' t trust him . Once all the enemies are defeated , Sai will be informed Varen is alive , much to his relief . A projection of Varen will appear saying " " You have done it , Vestige ! Bring him through the portal , quickly ! " " and open a portal back to the Harborage . After returning to it , Varen will reveal he knew that the Amulet of Kings is hidden in Sancre Tor . Valley of Blades . Varen will appear to the Vestige later , saying that Sai ' s strength has returned . At the Harborage , Varen can be spoken to regarding the key needed to access Sancre Tor . He will reveal that the key is actually a ring bearing the sigil of Stendarr . After retrieving it from the The Valley of Blades , it must be given to Varen . Shadow of Sancre Tor . In the Harborage , Varen will say that the Amulet of Kings was hidden in Sancre Tor , and opens a portal leading to the fortress . The Vestige will be acquainted by Lyris , Abnur , and Sai , in the quest to retrieve the amulet . Once it is obtained , it must be returned to Varen back at the Harborage . Council of the Five Companions . Varen confirms that Mannimarco has been defeated , and is now being punished by Molag Bal . He gives the Vestige the option of seeing it in a vision , where the King of Worms is being whipped by skeletons as Bal watches . Sai Sahan then speaks to the Vestige , offering them a place as the fifth companion , as the replacement for the traitor Mannimarco . Abnur Tharn says for the ritual required to stop the Planemeld , he requires a sacrifice . Varen , along with Lyris and Sai , offer their services for this task . God of Schemes . Varen is one the candidates eligible to be sacrificed in order to power the Amulet of Kings . They can all be chosen to be spoken to . After the ritual is completed , the Vestige will be granted with the imbued with the power of Akatosh . After Molag Bal is defeated and Meridia is spoken to , the Vestige will be returned to the Harborage . If Varen is sacrificed , the Vestige will receive his restoration staff : The Emperor ' s Blessing . If Varen is spared , he will decide to leave and fades into the unknown . Wrothgar quests . Long Live the King . Regardless of whether he died or not , a vision of Varen will appear to the Vestige at the end of the DLC if they have completed the Main questline . He will warn them that the Daedric Princes are planning another attack on Tamriel , specifically " " the great deceiver , the sewer of discord , and the patron of darkness . " " This is a hint towards the Daedric War story arch involving Clavicus Vile , Mephala and Nocturnal . He says the war will begin " " when the gates of Sotha Sil ' s lost city are re - opened . " "