Brynjolf went into Solitude for any rumors as Macayla and Karliah waited at their camp. He returned with an unhappy look on his face: dremora have been spotted but raided small farms by themselves, which didn't make sense since they tended to travel in groups. The soldiers that had found the wreckage agreed that they were searching for something. That something was them.

His dreadful news spurred them to increase their urgency to reach Azura's shrine. They still had a day and a half of travel before them, but they hurried to get going, hoping they could shave off some time.

The sun neared setting when the air grew colder, and the pine trees had a light layer of snow as they neared entering Winterhold Hold. They'd reach the once-major city by nightfall and probably get rooms at the inn; tomorrow they would ascend up to Azura's shrine.

Macayla suddenly tensed and her eyes went to the surrounding trees; this portion of the forest was dense. Many clumps of snow signifying bushes or boulders and thick trees hindered her vision. Nocturnal had sensed something possessing magic and her unease increased Macayla's.

"Lass, what's wrong? Why did you stop?" Brynjolf asked.

She heard that the snow had stopped crunching under their feet, and both were probably looking at her.

She shook her head. "I'm not sure, but something's out—"

With the element of surprise gone, five dremora burst out of their hiding spots. Four of the red and black-skinned demons wielded swords while the other conjured flame—all had bloodlust and rage in their eyes.

A fireball flew at Macayla's face; she melted into the shadows of the tree behind her and reappeared further behind her previous spot. Brynjolf unsheathed Dawnbreaker and brought the glowing weapon down onto the dremora's weapon. Two dremora converged to fight him. Karliah hid around trees and fired at the demons. One tried to catch her.

Macayla quickly unsheathed Chillrend and met a dremora's sword with a loud clang of metal. She parried his berserk fighting and slowly drove him back. One arrow drove into the side of his head, followed by another in his shoulder. The conjurer turned his fireballs onto Karliah, making her duck back behind a tree for safety.

Dawnbreaker slashed off an arm and the dremora's howl of pain turned piercer when his whole body exploded in fire. He went running off, flailing his one arm in an attempt to put out the flames; the conjurer turned his attention on his burning comrade and extinguished the flames with a wave of his hand. The scorched dremora returned to the fight of Brynjolf and another dremora.

The Skeleton Key suddenly warmed up; she knocked the dremora down and pulled it out. She pointed it at the demon lobbing fireballs and the swirling black mass of energy shot at him. He saw it coming but couldn't jump out of the way in time; the mass devoured him.

When the energy retracted, Macayla saw the downed dremora staring at her.

"You possess it," he said in a deep, gravelly voice, as if speaking commonly was hard to do.

He jumped back up and hacked away at her with a ferocity she didn't see before. Macayla didn't have time to put it up before he attacked. While holding back his sword, she also had to fight him trying to rip the Skeleton Key out of her hand.

"Give it to me, or I will take it from your corpse!"

She shoved him back again and as he stumbled, she aimed the Skeleton Key at him. The black energy swarmed over him, entirely blocking her view of the demon. Nothing remained when the mass retracted.

"Macayla!" Karliah screamed.

Her warning almost came too late; Macayla swiveled around just as the one-armed dremora swung his sword down where her arm had been. Before she could direct the Skeleton Key at him, he drove his sword up into her gut.

The jagged blade easily tore through her Thieves Guild armor, piercing flesh to poke through her back. It took her breath and everything in her focused on the horrendously burning and searing pain in her stomach. She had never felt pain like it.

The dremora grinned and went to pull his sword out of her; Macayla felt Nocturnal's anger rising inside of her. The smile vanished as he saw the change in her eyes. Ravens suddenly shot up from a dark portal beneath them. She dropped as the demon fought to swat them away. Dark tendrils rose from the darkness, wrapped around him, and yanked the demon down. In the blink of an eye, he disappeared; the ravens flew back down into the portal and the portal grew smaller and smaller until it too vanished.

Macayla only drew in one breath before Brynjolf and Karliah crowded around her. She already felt her body start to mend because of Nocturnal.

"How bad is it, lass? Do we need to get a healer?" he asked.

"It's alright; I'll be fine."

He didn't listen, busy speaking with Karliah about going to get one. Behind her husband, ash piles were what remained of the dremora he fought.

"Brynjolf, I don't need a healer," she stated, irritation making her tone hard. "Just give me a little while and I can walk."

That wasn't happening; after admonishing her, he scooped her up in his arms and they headed to go make camp in a clearer spot or in a cave. All that showed of their fight were ash piles, blood splatters, and dark red snow from where Macayla lay.