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The Battle of City 17 was the first major confrontation of The Uprising, fought between the Earth Resistance and the forces of the Combine Empire in and around the Combine occupation zone of City 17.

The citizens of City 17 took to open rebellion against the occupying Combine troops after the destruction of Nova Prospekt by Gordon Freeman and Alyx Vance, a hated and greatly feared symbol of Combine power. The Resistance engaged the Combine troops in protracted urban fighting which lasted for over a week.

The stalemate was finally broken after Resistance troops, led by Barney Calhoun and Freeman, destroyed the Overwatch Nexus, a key Combine command post in the city, and infiltrated the Citadel. Freeman's sabotage of the Citadel caused a meltdown of the Citadel's primary reactor core, disabling the city's defence grid, and isolating all Combine forces on Earth.

An unintended and unforeseen side-effect was the creation of an infant superportal, which the Combine hoped to use to call for reinforcements to crush the rebellion. The Resistance discovered the mere act of sending the message would overload the Citadel's already unstable reactor.

The Combine and Resistance thus began a hurried, mutual evacuation of the city, as fighting continued to rage in the streets. The Combine implemented a scorched-earth policy, laying waste to the city with Striders, and left behind a large rearguard to contain the Resistance.

The Resistance fought their way out of the city, evacuating as many civilians as possible, while the Combine's forces were scattered out into the countryside. The Combine sent the message packet, triggering the reactor into meltdown and exploded, destroying the city.


Since the Seven Hour War, the citizens of City 17, the de facto capital of Combine administration on Earth, had been living under the totalitarian rule of the Overwatch Army, headed by the Combine's client ruler, Wallace Breen. Breen ruled from the centre of Combine power; the monolithic Citadel.

For decades, the overwhelming technological and numerical advantage of the Overwatch had kept the Resistance limited to a distraction at best. Unable to openly challenge the Combine in battle, the Resistance limited itself to subversion and undermining the Combine's rule. Fighters infiltrated the lower ranks of Civil Protection, a security force of Humans loyal to the Combine, to intercept supplies shipments and intelligence.

The Resistance had managed to establish a loose, covert network of stations in City 17's Canals, designed to help smuggle refugees out into the relative freedom of the countryside. While Combine rule in City 17 was firm, control of the countryside eluded them. The Resistance operated a number of well-established bases along the Coast and in the Outlands, although they were subject to frequent Combine attacks.

The Resistance operated two major bases outside of City 17; Black Mesa East, and a much larger installation in the mountains at White Forest. The Resistance also maintained a large presence in the town of Ravenholm, on the outskirts of City 17. At an undetermined point, the Combine destroyed the town with heavy shelling of weaponised parasites, with only one known survivor.

Due to his role in defeating the Xenian invaders during the Black Mesa Incident and subsequent unexplained disappearance, Gordon Freeman had been elevated to a messianic figure in the Resistance. The Lambda symbol, which adorned Freeman's H.E.V. Suit, became a central icon of the Resistance.


Following the insertion of Freeman into City 17 by the G-Man, he immediately garnered the attention of Civil Protection squads, who attempted to arrest him. Freeman, with the help of Barney Calhoun, a longtime friend of Freeman, and Alyx Vance, daughter of his former Black Mesa colleague Eli Vance, managed to evade the squads and reach the safety of Isaac Kleiner's laboratory, Freeman's Black Mesa mentor.

The Resistance, thanks to the research of Eli and Kleiner, had developed a local translocation device using the old Xen relay. They hoped to be able to teleport refugees directly from City 17 to Black Mesa East, without the need to use the Underground Railroad through the Canals.

While Alyx teleported successfully, an accident resulted in Freeman briefly appearing in the Citadel. Breen, recognising Freeman, put the Citadel and the Overwatch on full alert. Thousands of scanners were released to locate Freeman, and, in a bout of hysteria, Breen deployed surgical strike teams to neutralise the rebel's outposts and isolate Freeman.

Initial operations

On the advice of Calhoun, Freeman took the Underground Railroad to escape the city, and reach Black Mesa East on foot. In an attempt to isolate Freeman, strike teams, augmented with heavy armour, launched coordinated, precision strikes on known rebel outposts: Stations 8, 9, and 12 were rapidly captured by Civil Protection forces, while Stations 6 and 7 were neutralised through bombardment of headcrab shells. The strike teams then flooded the Canals with Manhacks in an attempt to flush Freeman out, and neutralise well-concealed rebel positions.

Freeman was leased the use of the Airboat, giving him an advantage over some of the Combine patrols: speed. Along the way, several major Combine outposts on the Canals, garrisoned with Overwatch Regulars, suffered heavy casualties at Freeman's hands, and were unable to isolate him. In response, the Combine deployed Hunter-choppers and armoured forces to block his escape.

After having the Airboat retrofitted with a pulse cannon at a rebel outpost, Freeman managed to inflict heavy damage on one Hunter-chopper, forcing it to withdraw, and shot down a second, enabling him to successfully escape to Black Mesa East.


Acting on a communication from double-agent Judith Mossman, a large force of Civil Protection and Overwatch Regulars launched a major raid on Black Mesa East, resulting in the successful capture of Eli Vance. Eli's work on local translocation technology, something even the Combine had not mastered, made him an invaluable target for the Combine. It was later revealed that Mossman had agreed to provide the Combine with the information on the understanding Eli would not be harmed. Eli was then imprisoned in Nova Prospekt.

Alyx and Freeman managed to evade the Combine troops: Alyx smuggled herself onto the Razor Train network to infiltrate Nova Prospekt, while Freeman was forced to move through the zombie-infested town of Ravenholm. With the aid of Grigori, Ravenholm's sole survivor, Freeman managed to make it successfully to the Coast.

Tracking Freeman's movements, the Combine deployed Overwatch troops with air and armoured support to raid the Resistance bases along the Coast. With Freeman's aid, one attack on Shorepoint Base was repulsed, and the base's commander, Leon, leased Freeman the Scout Car to reach Nova Prospekt. Loosely defended, many of the rebel settlements fell, including the strategic Bridge Point. Failing to capture New Little Odessa, the Combine launched a determined attack on Lighthouse Point, eventually capturing it.

Freeman, however, managed to elude the Combine, and successfully reached the Vortigaunt Camp.

Attack on Nova Prospekt

Using the pheropods from a slain Myrmidont, Freeman was able to loosely control the hordes of Antlions, who were in spawning season, burrowed beneath the beaches along the coast. With Freeman deactivating the thumpers that kept them at bay, the Antlions overran the Combine's beach perimeter, and then attacked Nova Prospket's main exterior defences. Despite a determined resistance from the prison guards, Freeman and the Antlions destroyed the outer perimeter, and then breached the facility en-masse.

Severely outnumbered, under-equipped and over-stretched, the Combine garrison were unable to contain the Antlion incursion, and took heavy casualties. While the Antlions laid waste to the facility, Freeman was able to rendezvous with Alyx. They located both Mossman and Eli Vance, inadvertently discovering Mossman's role as a Combine informant in the process.

There, they discovered what the Combine had been building: a replica of Eli's translocation device. Using Mossman to activate the adapted device, Alyx intended for all four of them to teleport directly to Kleiner's lab. However, while distracted, Mossman teleported herself and Eli directly to the Citadel, leaving Freeman and Alyx to fend for themselves against the Overwatch.

While the pair was successful in holding off the Overwatch attack long enough to escape, the Combine assault damaged the teleporter. Once the sequence was completed, the device exploded, destroying Nova Prospekt, and the Depot. The destruction of a hated symbol of Combine oppression and brutality galvanised the Resistance into openly engaging the Combine troops in the city. The battle had begun.

Initial fighting and stalemate

For over a week, the citizens of City 17 took up arms and openly engaged the Sector 17 Overwatch troops occupying the city. The local Civil Protection units were rapidly overwhelmed, losing control of the situation. Substantial Overwatch reinforcements were deployed from the Citadel, with Airwatch, armour, and synth support. The Overwatch troops set up a densely fortified field command post close to the Citadel, serving as a staging area for units being deployed into the city.

While the Resistance managed to loosen Combine control over the suburban districts, the Combine, with their superior firepower and control of the air, held the strategic areas in the city centre around the Citadel. The heavy urban combat soon became a bitter stalemate: while the Resistance did not have the strength to launch any major offensive, the Combine could not dislodge the rebel fighters from their positions.

The Combine resorted to bombarding well-fortified rebel positions with headcrab canisters, resulting in outbreaks of the parasites in damaged areas of the city. The fighting soon became intense: the Combine established well-armed and well-garrisoned checkpoints to hinder the movement of the rebels, and the ruined buildings became perfect cover for snipers.

The tide turns

With the absence of Freeman and Alyx, many in the Resistance, including Isaac Kleiner and Barney Calhoun, assumed they had been killed in the explosion that destroyed Nova Prospekt. In reality, the damage to the Combine teleport had resulted in a relativistic delay: Freeman and Alyx experienced only mere moments, while outside the teleport sequence, over a week had passed.

Following their return, Freeman and Alyx managed to join with Calhoun, who was gathering large numbers of rebel fighters for a push towards the Citadel. However, the Combine still had a relatively strong grip on the suburban area, which first needed to be neutralised. Reinvigorated, the Resistance disabled several Combine power generators throughout the inner city in a series of raids, loosening the Combine's grip on the area.

However, Alyx was captured soon after, and taken to the Citadel. Proceeding deeper into the city, Freeman, Calhoun, and a small group of fighters came upon the Overwatch Nexus. Thus far, all attacks on the post had failed, owing to heavy artillery the Combine had placed upon the roof. The team managed to infiltrate the building and disable the suppression device, allowing reinforcements to flood into the central areas of the city.

Determined to re-capture their lost command post, the Overwatch launched a ferocious counter-attack, reinforced by aerial gunships and a large contingent of Striders. Despite suffering heavy casualties and massive damage to the surrounding infrastructure, the counter-attack was eventually repulsed, impairing the Combine's defensive manoeuvres against the Resistance.

Raid on the Citadel

With the Resistance penetrating deeper into the city and closing on the Citadel, in desperation, the Combine turned defensive efforts over to their large reserves of gunships and Striders. These forces inflicted massive casualties on the advancing Resistance troops, and tore apart the urban areas, reducing entire neighbourhoods to rubble. Despite the overwhelming firepower, they could not prevent small groups from reaching the Citadel.

While the fighting raged on the surface, Freeman infiltrated the Citadel using an abandoned sewer. Once inside, despite successfully engaging several Combine detachments, Freeman ultimately allowed himself to be captured, and was taken to Wallace Breen's office. Breen intended to use Alyx, Eli, and Freeman as leverage over the Combine to strike more favourable terms with them, to his benefit. The three would then be sent to the Combine Overworld, and Judith Mossman would continue Eli's work on the local translocation device.

Mossman objected to this arrangement, as she had only agreed to turn Eli over to Breen on the understanding he would not come to harm. In a bout of guilt, she freed the prisoners. Breen fled to the Citadel's tunnelling device, hoping to reach the Overworld. Freeman managed to overload the device's reactor, causing it to explode. The G-Man intervened to prevent Freeman's death, however the Vortigaunts interfered, burying Freeman and Alyx in rubble at the base of the Citadel.

Final hours

The explosion of the teleporter was immense: it sheared off the top of the Citadel and overloaded the building's power grid, causing an irreversible meltdown of the Citadel's primary reactor core. The overload disabled the Combine's global Citadel network, precariously isolating Combine forces on Earth, and deactivated City 17's forcefields and thumpers, allowing Xenian wildlife to infest the city.

The damage to the Citadel was extreme: fatal damage had been inflicted on the internal production lines and the Razor Train network, and its structural integrity was compromised: the facility began tearing itself apart from the inside, while debris continuously rained down from the skyline. The Resistance was able to take control over the Combine's broadcast system, previously used to distribute Overwatch propaganda, and appropriated them to coordinate rebel efforts. The overload also had one major, and unintended, side-effect: the birth of an infant superportal.

Freeman and Alyx were able to temporarily stabilise the Citadel's primary reactor, buying more time for the Resistance to evacuate refugees to the countryside. There, they found the Combine were planning to use the superportal to transmit a message, requesting reinforcements to crush the rebellion. However, the energy required to send the transmission would overload the reactor, causing it to explode.

With the reactor inevitably going into meltdown, both sides began to execute a mutual withdrawal from the city. Having virtually lost control of the streets to the Resistance and the hordes of Xen wildlife, the bulk of the Combine's forces withdrew from the city, while a substantial rearguard was left behind to contain the rebel fighters. The Striders left behind implemented a scorched-earth policy; the synths razed entire districts to the ground, destroying vast swathes of the city.

While fighting continued to rage against the Combine rearguard, the Resistance evacuated as many refugees as they could before finally withdrawing their forces. As the final trains departed, the Combine sent the transmission packet, overloading the Citadel's reactor. The core exploded in a dark energy flare, wiping out what remained of the city and most of the surrounding area. The battle was over.


The battle marked the first time the Combine had suffered a major defeat during their occupation of Earth, and a turning point in The Uprising. The de facto capital of Combine control of Earth had been destroyed, with extreme casualties on both sides in troops and materiel.

The Combine had essentially lost the strategic initiative to the Resistance: Eli Vance described it as an opportunity to "take back our world". The surviving forces of the Sector 17 Overwatch had been scattered throughout the Outlands, and were forced to re-group. The Resistance had largely withdrawn the refugees and troops from the city to their large outpost at White Forest.

Globally, Combine forces on Earth were now completely isolated from reinforcements, and their Citadel network had been disabled. However, the Combine had one last option available: using the now matured superportal to bring through reinforcements to crush the rebellion. The Resistance concocted a plan to neutralise the portal using a Xenium Resonator, which compelled the Combine's regrouped forces to launch a major assault on White Forest.


  • The battle for the city is likely inspired by the Battle of Stalingrad, which also involved fierce house-to-house fighting and was a major turning point in an armed conflict.


  1. Double agent for the Combine, defected to the Resistance late in the battle
  2. Double agent for the Combine, defected to the Resistance late in the battle