The First Battle of Pale Pass took place over three days during the Invasion of Cyrodiil and was the first engagement of the conflict. The battle was fought in Last Seed 3E 431, at Pale Pass. It was fought between an alliance of the Cyrodillic Armies, led by the Blades, and the Akaviri Empire of Xerxes I. Xerxes had amassed a huge army and navy, and set out to conquer all of Tamriel. The Altmer general Hindrin had proposed that the Tamrielic forces block the advance of the Akaviri army at Pale Pass.
An Allied force of approximately 10,000 men thus marched north to block the pass in the autumn of 3E 431. The Akaviri army, alleged by the to have numbered in the millions, arrived at the pass two days after the Allied forces did. Vastly outnumbered, the Cyrodillic forces held up the Akaviri for seven days in total (including three of battle), before the rear-guard was annihilated in one of Tamriel's most famous last stands. During two full days of battle, the small force led by Grand Master Sarem of the Blades blocked the only road by which the massive Akaviri army could pass. After the second day of battle, a local resident named Skorm betrayed the Cyrodillic by revealing a small path that led behind their lines. Aware that they were being outflanked, Sarem dismissed the bulk of the army, and remained to guard the rear with 300 Blades, 700 Legionaires and 400 Battle mages, the vast majority of whom were killed.
On the fifth day after the Akaviri arrival at Pale Pass, Xerxes finally resolved to attack the Allies. First of all he sent Cyrus and Ariobazanes against the Allies, to take them prisoner and bring them before him. They soon found themselves launching a frontal assault on the Cyrodillic position. The Allies fought in front of a wall which they had thrown up over night, at the narrowest part of the pass. The soldiersof Cyrodill formed a wall of overlapping shields and layered spear points, which would have been highly effective as long as it spanned the width of the pass. The wicker shields and shorter spears of the Akaviri prevented them from effectively engaging the Cyrodillic forces. The units for each city were kept together; units were rotated in and out of the battle to prevent fatigue. Basically, the Cyrodillic army had more men than necessary to block the pass. The Cyrodillics killed so many Akaviri that Xerxes is said to have started up off the seat from which he was watching the battle three times. The first wave was cut to pieces with only two or three Blades dead.
The king, having taken the measure of the enemy, threw his best troops into a second assault the same day: the Elite Guard, an elite corps of 10,000 men. However, the Guard fared no better than the Akaviri had, failing to make headway against the Allies. The Blades apparently used a tactic of feigning retreat, and then turning on, and killing the enemy troops when they ran after the Blades.
On the second day, Xerxes again sent in the infantry to attack the pass, supposing that their enemies, being so few, were now disabled by wounds and could no longer resist. However, the Akaviri fared no better on the second day than on the first. Xerxes at last stopped the assault and withdrew to his camp, totally perplexed.
Late on the second day of battle, however, as the Akaviri king was pondering what to do next, he received a windfall; a Cyrodillic traitor named Marnamus informed him of the mountain path around Pale Pass and offered to guide the Akaviri army. Marnamus was motivated by the desire of a reward.
Xerxes sent his commander Ariobazanes that evening, with the men under his command, the Elite Guard, to encircle the Allies via the path. The Guard were also acccompanied by regular Akaviri infantrymen. This, in the end, added up to a force of 20,000 for the mission. The path led from east of the Akaviri camp behind the cliffs that flanked the pass.
At daybreak on the third day, the Bruma Guardsmen guarding the path above Pale Pass became aware of the outflanking Akaviri column by the rustling of oak leaves. Ariobazanes was perhaps amazed to see them hastily arming themselves as they were to see him and the Akaviri forces. He feared that they were Blades but was informed by Marnamus that they were not. The Brumans retreated to a nearby hill to make their stand (assuming that the Akaviri had come to attack them). However, not wishing to be delayed, the Akaviri gave them a volley of arrows, before passing by to continue with their encirclement of the main Allied force.
Learning from a runner that the Brumans had not held the path, Sarem called a council of war at dawn. Some of the Allies argued for withdrawal, but Sarem resolved to stay at the pass with the Blades. Many of the Allied contingents then either choose to withdraw (without orders), or were ordered to leave by Sarem. The contingent of 700 Cheydinhallian Guardsmen, led by their general Demosus, refused to leave with the other Cyrodillics but committed themselves to the fight. Also present were 3000 Imperial Legionaires and 300 Battlemages.
At dawn Xerxes made libations, pausing to allow the Guard sufficient time to descend the mountain, and then began his advance. The Allies this time sallied forth from the wall to meet the Akaviri in the wider part of the pass in an attempt to slaughter as many Akaviri as they could. They fought with spears until every spear was shattered and then switched to swords. In this struggle, the brother of King Xerxes, Cyrus, fell. Sarem also died in the assault, and the two sides fought over his body, the Cyrodillics taking possession. As the Guard approached, the Allies withdrew and took a stand on a hill behind the wall. The Cheydinhallians moved away from their companions, and with hands upraised, advanced toward the Akaviri, but a few were slain before their surrender was accepted. The king later had the Cheydinhallian prisoners branded with the royal mark. The remaining defenders defended themselves to the last, those who still had swords using them, and the others resisting with their hands and teeth.
Tearing down part of the wall, Xerxes ordered the hill surrounded, and the Akaviri rained down arrows until every last Cyrodillic was dead.
Pale Pass was thus opened to the Akaviri army. However, it was at the cost to the Akaviri of up to 20,000 fatalities. The Allied rearguard meanwhile, was annihilated, with a loss of 4300 men, including those killed on the first two days of battle.