Mere - Glim Mere - Glim , otherwise known as Wuthilul or Glim , was an Argonian who lived in Lilmoth , Black Marsh , four decades after the Oblivion Crisis , and 160 years before the return of Alduin . He is childhood friends with Annaïg Hoïnart , a Breton girl . Together they embark on a quest , to rid Tamriel of the demonic floating city of Umbriel . According to the situation he was called by different names , even thinking in different ways . When he spoke to Imperial speaking people he was Mere - Glim the Argonian , which cut his thoughts into human shapes . When he spoke to his mother or siblings he was Wuthilul the Saxhleel . When he spoke with a Saxhleel from the deep forest , or even with a member of the An - Xileel , he was a Lukiul , “ assimilated ” , because his family had been living under Imperial ways for so long . When he spoke with Annaïg he was Glim . The Infernal City . Mere - Glim and Annaïg lived together , spending their days sharing adventures and enjoying their evenings by drinking all of her father ' s wine in Lilmoth . Annaïg always convinced Glim to take part in dangerous activities or try her potions on him . Once , they nearly got arrested during one of their little adventures . Glim had cousins in Lilmoth whom he occasionally spent time with when not with Annaïg . One day Annaïg persuaded Glim to investigate someone Annaïg suspected of being a werecrocodile . They investigated the werecrocodile ' s lair , only to get themselves caught in a Skooma den . The smugglers sighted them , so they had to run . They made it to the roof , but there was a fifty - foot fall . Annaïg provided Glim a flying potion . Glim didn ' t trust in her , the last time she gave him a potion crafted by her it made his skin translucient . He finally decided to give it a try . The potion worked fairly well , and they landed in the ground . They ran as fast as they could to Annaïg ' s home and celebrated their adventure with a bottle of wine . They talked about visiting other places such as the Imperial City , but Glim didn ' t want to leave Lilmoth . Glim told her friend about a flying city that was approaching Lilmoth through the sea . Annaïg was excited about the flying city . They woke up wake up with a hangover . Annaïg inquired Glim about the flying city . Taig Hoïnart joined the conversation . He told them that everything had started when Urvwen , a crazy old Psijic priest , said he felt something out in the deep water . After the conversation , Annaïg sent Glim to discover what Urvwen had to say , while she improved her flying potion . The psijic told him the the flying city was almost here . He revealed that it might come from Oblivion . Glim wasn ' t very concerned about it and he went to find his cousins and procure a bottle of Theilul . Glim received a message from Annaïg through Coo . He realised that Annaïg was in troube , so he run to help her . Annaïg told her that she had been forced to take a ship to Cyrodiil . her father feared that the flying city could destroy Lilmoth , and he had sold their house to buy her a ticket . Glim swam until he reached the the boat where Annaïg was being transported . She secretly saved her , and he towed her up to the shore . They talked about the posibility of returning to Lilmoth , but if Urvwen was right , there was nothing to do . Annaïg thought that they could reach the flying city from a hill if they used her flying potion . They drank the potion and ended up in the flying city . Once in the city , they saw how the Hist controlled the Lukiul , the assimilated Argonians , not to run away from the destruction and just stand there . The An - Xileel had gone away , and they would be back when everything was over . The dead bodies came back to life as undead . They wandered through the city until they heard some people talking in a merish dialect . Annaïg , who had studied Ehlnofex , understood that they had seen them arrive to the city , and they were searching for them . They came across a man called Wemreddle . He realised that they were the intruders who were being searched . However , he told them that he wasn ' t going to blow the whistle . He hated his life in the flying city , and he hoped that they could help him escape . Wemreddle betrayed them , and he warned the chefs about them . The chefs saw an opportunity to progress as cooks by using the knowledge of the newcomers . They fought among them for Annaïg and Glim . Finally , a chef called Qijne won and demanded them to come with her . Qijne ordered them to learn about the ingredients they used in her kitchen . Annaïg lied her telling that Glim knew as much about cooking and ingredients as she knew , so that they remained together . It was obvious that Glim didn ' t know much about cooking , so he was taken from the kitchen to be interrogated . A man asked him what he was good at . Glim told him that he could swim fast and dive indefinitely . He was sent to the sump , a place where he could be useful . The sump was the place where the Umbrielians were born . The skraws had to look after the protoforms that later grew into the Umbrielians . Wert , one of the skraws , explained Glim what he had to do . The rest of the skraws couldn ' t breathe underwater , so they breath some vapors that allowed them to do so . However , they were very noxious , the skraws usually died young . Wert warned him to stay away from the bottom of the sump . The Ingenium , the device that took care of the souls that animated new Umbrielians and powered Umbriel , was stored there . In their way back , they were attacked by a sheartooth . Wert tried to impale the sheartooth with a lance , but he was hit by the creature . Glim managed to wound the sheartooth with his claws . Glim towed Wert into the surface , saving his life . After thanking him , he told him that the sump and the ingenium would probably start producing Umbrielians with the body of Argonians . Glim tried to find ways to contact or at least find Annaïg when nobody was looking at him . He discovered a place where there were some trees very similar to the Hist . He met a girl called Fhena . Glim talked to her about Black Marsh , and how he ended up working in the sump . Glim asked her if she knew how to reach the kitchens from there . Fhena could ask a friend of hers . They agreed to meet another time in the same place . Glim return back to the sump , only to be scolded by Eryob . He accused him of doing Wert ' s job . He hit Glim , who felt to the floor in pain . Fhena revealed to Glim that Annaïg had become very popular in the kitchens . She was now working in Toel ' s kitchen . Fhena offered to ask Kalmo where Toel ' s kitchen was , but Glim feared that it could rise many questions . Glim kissed Fhena to express his gratitude , but Fhena , who wasn ' t used to Tamrielic traditions thought that Glim was asking her to procreate . That night , Glim was awakened by other skraws . They were astonished that he had stood up to the overseer . They told him that they were tired of breathing the vapors . They wanted to change their way of life . Glim saw a chance to create a resistance , so he accepted leading them in their secret rebellion . He explained that if the sabotaged the Fringe Gyre , they could draw attention of the lords . First of all , he asked them to make maps of Umbriel . Glim sent Annaïg a letter through one of the skraws . He told her that he had found her , and that they could contact through the skraws . Annaïg answered back telling him that she had everything ready to escape from Umbriel . They agree to meet at midnight at the dock . Glim and Annaïg finally met again after a long time . Annaïg provided him a flying potion , and they left Umbriel . After they walked away from the flying island , Annaïg realised that their bodies became incorporeal . They had spent too much time in Umbriel , and now they were part of it . They returned to Umbriel thinking that they would have the chance to escape someday . Lord of Souls . Mere - Glim continued preparing the rebellion of the skraws . He met Annaïg weekly thanks to the maps the skraws had drawn . Glim told her about the skraws and his secret revolt . He asked Annaïg to craft potions that could allow the skraws breath underwater without having to use the vapors , but Annaïg couldn ' t do it without being noticed . Annaïg sent a letter to Glim asking him to gather detailed information concerning Phmer ' s kitchen . He initially was reluctant to do it , but he remembered that they were working to save Tamriel . In addition , he tasked the skraws the first big mission of their rebellion , to sabotage some middens . Glim met Fhena in the usual place . He brought her kraken barnacles . Glim asked her about the trees in Umbriel because they remainded him of the Hist of Black Marsh . Fhena couldn ' t tell him much , but to Glim ' s surprise , she told him that the trees sang . Fhena took Glim ' s hand and pressed it to the bark . Glim didn ' t notice anything at first , but he recognised the same song that the Hist sang , in a bit simpler version . Glim told Annaïg about the trees in Umbriel . They produced the proforms the Umbrielians started as . Then the ingenium gave them a soul . Annaïg proposed poisoning them , that would in essence destroy Umbriel , but Glim refused to do so , since it would affect all the Umbrielians . In their next meeting , Glim demanded Annaïg weapons of sabotage for the skraws . Annaïg asked him to sabotage the kitchens to attract some atention . The kitchens would blame each other , and Toel ' s kitchen could benefit the most from this situation . Fhena took Glim branch riding through the trees of Umbriel . She told Glim that some Umbrielians just let it go and never came back to Umbriel . They died to be born again , just as Argonians did in Black Marsh . Glim feared that Fhena could die branch riding , so he made her promise that she wouldn ' t do it again . Glim discovered some men armed in the sump . They weren ' t skraws , so he followed them hidden . Those men discovered Wert sabotaging the water filters of the kitchens . Glim launched a surprise attack . Glim moved much faster than them underwater , so he didn ' t have much trouble fighting them . The man who seemed to be the leader opposed more resistance . He told him that he was Chef Toel , and he demanded to let him go . Glim refused to do so , so Toel used his power to make Glim ' s muscles clenched uncontrollably . Just then , Annaïg realised it was Glim who was attacking them , so she killed Toel . Annaïg and Glim arranged to clean the place and hide Toel ' s body near Phmer ' s kitchen . Nobody knew what happened besides them . The lords finally discovered the skraws were the responsibles for the recent malfunctioning of Umbriel . They sent guards to capture Glim . Wert warned Glim about the incoming guards , but he refused to escape . The guards wounded him with a spear in the face . Oluth confessed that they had broken a tree - root feed and left their sign there . He pushed Glim to the water just when more guards poured in . An harpoon hit him , but he managed to escape . Glim woke up disorientated . He had swam up to where he usually met Fhena . Fhena found him severely wounded , so she healed him . Glim intended to go back to help the skraws with their rebellion , but Fhena convinced him to stay with her . After a few days , Fhena couldn ' t hold Glim back any longer . When Glim jumped into the water he realised his body was being paralyzed . Lord Umbriel had asked Annaïg to kill Glim . Annaïg decided to poison him . However , the drug she put in the water made his body grow a crystal , a matrix containing his soul , his thoughts , his memories . She recreated Glim as an Umbrielian . When the protoform grew Glim would be reborn conserving his thoughts and feelings . If Annaïg hadn ' t killed Glim , someone else would have , and she wouldn ' t have been able to help him . Glim was reborn as an Umbrielian . Fhena and Annaïg explained him what had happened . Glim didn ' t understand it at first , but when Annaïg explained it to him he enraged and left for the Fringe Gyre . Fhena went after him to try to talk some sense into him . Glim realised that the trees had changed their song . Fhena told him that it had changed a pair of days after his death . Glim realised that the trees had shaped him to do something , he had to save the trees from being poisoned by Annaïg . Glim run back to Annaïg ' s kitchen . He begged her to stop the poison , but Attrebus had failed to defeat Lord Umbriel wielding Umbra , their only option was to poison the trees . Annaïg asked Glim to go to the Skraw caves and bring Attrebus . Glim demanded her to give him the antidote . Annaïg remembered a time when they had been inocent children , and there were no betrayals and heartsickness . She finally agreed to give him the antidote . Glim found Attrebus and Sul with the skraws . The skraws informed him that they were all getting sick at once . Glim knew what he had to do , he opened the vial of the antidote and drank it all . Glim guided Attrebus and Sul back to Annaïg . When they arrived , they realised that Vuhon was with her , he had discovered she was the responsible for poisoning the trees . Annaïg told them that Lord Umbriel ' s soul was being stored in the Ingenium . Glim , Attrebus and Sul headed to the Ingenium . Attrebus asked Glim to use the trees to take Umbriel out of Tamriel , even if it meant being trapped forever . Glim tried to do it , but Lord Umbriel was more powerful than him , countermanding him . They had to jump to the sump to save time and arrive to the ingenium faster . Once in the water , Glim towed Attrebus and Sul to the bottom . Once they reached the room where the Ingenium was being stored , Glim attacked Vuhon without success . Attrebus stabbed the Ingenium with the Umbra , Umbra ( the being ) was expelled from Vuhon ' s body and returned to the blade . Attrebus was decided to kill Vuhon , but doing so would make Umbriel collapse into the Imperial City . He told him that he would allow Glim to remove it from this plane . Attrebus and Glim returned with Annaïg and Fhena . They had a sad farewell , and Annaïg and Attrebus left for the Imperial City after drinking flying potions . Glim guided Umbriel to the tree ' s home , the Realm of the Hist . Fhena and Glim have a final conversation where they said that they liked the place , and that it would be their home from then on . Studies . Annaig is known to have studied the " dead language " of Ehlnofex , which is similar to what the Vehrumas on Umbriel speak . Glim could not properly communicate with the inhabitants of Umbriel until he was given a potion of some kind by the overseer of the sump .