Umbra Originally created as the Umbra Sword , Umbra is either a part of Vile that gained its own sentience within the sword , by accident or design , or a being that Vile somehow trapped within the sword . It ultimately broke free of Vile ' s will , creating a body for itself but remaining trapped within Vile ' s Realm . In order to escape , it forged a pact with the Dunmer mage Vuhon , providing the power necessary to create the floating city Umbriel . History . As the Umbra Sword . The Umbra Sword was created by Naenra Waerr to trap souls , at Clavicus Vile ' s request . As part of the creation process , Vile embued it with part of his essence . This essence would ultimately overtake the wielders and become the driving force in their lives . Several wielders noted that their lives became nothing other than a quest to use the sword in constant battle . Some even named themselves after the sword , possibly foreshadowing its eventual independence . Over time , either through the process of trapping so many souls or by the design of Vile or Waerr , the sword gained its own sentience . Umbra somehow managed to cut a piece from Clavicus Vile himself . He injured the daedric prince so badly that Umbra became almost as strong as Vile . Vile circumscribed his plane against Umbra , so that it couldn ' t escape from his influence . As an independent spirit . Shortly Vile received the Umbra Sword from the Hero of Kvatch , Umbra escaped the sword and stole some of Vile ' s power , greatly weakening the Daedric Prince . The Umbra spirit fled with the sword to one of the cities in Vile ' s realm to avoid being trapped again . After the Ingenium that kept the Ministry of Truth exploded , it was catapulted into Oblivion . It ended up in Vile ' s realm , probably because of the Prince ' s joy for souls . Umbra took advantage of the situation , and he tossed the sword through the rift the ingenium came through . The sword fell to Vivec City , and it was recovered by Elhul Sathil , who went mad as soon as he touched the blade . Umbra took Sul and Vuhon captive . Vuhon promised him that if he spared his life , he would build a new ingenium , capable of escaping even Vile ’ s circumscription . Umbra agreed , so Vuhon built a second ingenium that allowed Umbra ' s city , Umbriel , to escape into Tamriel . They merged into one being , Vuhon / Umbra could control Umbriel , while the energies Umbra had stolen from Vile powered the ingenium . They drifted through many realms and places beyond even Oblivion . Vuhon made a pact with Hierem to summon Umbriel into Tamriel . However , they couldn ' t leave the city because of Vile ’ s circumscription . Umbra and Vuhon tried to get the city to the White - Gold Tower to complete its separation from Vile . However , he decided to take the city north into Morrowind to find the Umbra sword , as it could be used to destroy both Umbra and the Ingenium . Ultimately , Sul and Attrebus were able to find the Umbra Sword , and use it to destroy the Ingenium . Vuhon ' s body twisted , deformed , grew blacker . Umbra , who was now in full control of Vuhon ' s body , strangulated Sul . Yet , after some time Umbra ( the sword ) finished destroying the ingenium , and Umbra ( the spirit ) was trapped in the blade . Clavicus Vile possessed Attrebus , and he wielded Umbra against Sul . With his last breath , Sul grabbed the hilt of Umbra and pulled himself up the blade , and with everything left in him he struck Attrebus in the jaw . Attrebus released the sword , and Umbra and Sul seemed to melt together with the Ingenium into a dark smoke with a heart of lightning .