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The Battle of City 17 was the first major battle of The Uprising, fought between the Human-Vortigaunt Resistance and the Sector 17 Overwatch of the Combine Empire in the urban districts of City 17. The citizenry of City 17 took to open rebellion against the Combine occupation forces after the destruction of Nova Prospekt. For well over a week, the two sides engaged in fierce and protracted urban fighting, which saw much of the city destroyed, particularly the districts close to the Citadel.

The Combine hold on the city centre was finally broken after an offensive led by Barney Calhoun and Gordon Freeman, enabling a raid on the Citadel. The raid subsequently destroyed the Citadel's teleporter, overloading the reactor, causing significant damage to the superstructure and isolating all Combine forces on Earth. An unintended side-effect was the creation of an infant superportal. The instability of the reactor core prompted a mass evacuation while Combine forces laid waste to the city, as heavy fighting continued to rage in the streets.

As the final civilian evacuations departed the city, the Citadel's core collapsed, triggering a dark energy flare which destroyed the city. Following the battle, rebel forces began rendezvousing at White Forest, while Combine troops were scattered across the Outlands.


The unexpected return of Gordon Freeman to City 17 had the effect of galvanising the populace's spirit of revolution. Freeman's quasi-mythical status among the minds of the citizenry garnered the attention of the Combine, who sought to detain or kill Freeman. An initial attempt to apprehend Freeman failed, which saw him escape to the laboratory of his friend and former Black Mesa colleague, Eli Vance. A subsequent raid on the rebel outposts failed to capture Freeman, although Eli was taken prisoner and detained in Nova Prospekt. Freeman and Eli's daughter, Alyx Vance, vowed to infiltrate the penitentiary and free Eli.

Moving through Ravenholm, a series of Combine raids on rebel coastal settlements met with mixed success, although they failed to neutralise Freeman. Freeman and Alyx launched a raid on Nova Prospekt with the aid of hundreds of Antlions, which, although failed to free Eli, resulted in the inadvertent destruction of the entire facility. The destruction of the prison, a bitterly hated and feared symbol of Combine oppression, inspired the citizens of City 17 to launch an armed revolt against Combine rule.

Initial fighting

For over a week, the citizenry of City 17 took up arms and openly engaged the Sector 17 Overwatch troops occupying the city. Combine forces set up a heavily fortified command post near the Citadel to coordinate their efforts. The suburban districts, chiefly policed by Civil Protection forces, were rapidly lost to rebel forces, who began tearing down symbols of Combine rule, such as Wallace Breen's broadcast monitors, and fighting was sporadic. However, closer to the city centre nearer the Citadel, the fighting had grown fierce, with well-equipped and well-supplied regiments of Overwatch regulars, buttressed by Synth and armoured support, engaged in heavy combat with entrenched rebels. Although the rebels were severely outmatched, Combine troops found it difficult to dislodge the dogged rebel fighters. Combat soon became building-to-building, and casualties mounted.

To mitigate this attrition, the Combine bombarded fortified rebel strongholds with headcrab canisters, resulting in outbreaks of the parasites throughout the city. This strategy backfired on the Combine, as Combine soldiers themselves fell prey to the parasites, and forced them to engage mutated humans as well as rebel fighters. Heavy support units, such as Striders, tore entire blocks apart to neutralise rebel troops. The ruined buildings became perfect cover for snipers; some lone snipers pinned down whole squads, stalling the advance closer to the Citadel until they could be flushed out.

Combine forces meanwhile utilised energy barriers, barricades, and mobile walls to isolate rebel forces and hamstring their progress. In an effort to break the deadlock, Barney Calhoun began amassing fighters from all over the city to launch an offensive against the Citadel, which, if successful, would mitigate the Combine's decisive advantage in firepower.

The turning of the tide

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

Following their return, the pair led efforts to disable a series of generators in order to loosen the Combine's grip on the districts closer to the Citadel. While these efforts were successful, Combine troops managed to capture Alyx Vance. Proceeding deeper into the city, Freeman and Calhoun launched a raid on the Combine's field command post. Where others had failed, owing to heavy pulse artillery emplaced upon the roof, their team succeeded; they infiltrated the building, freed captured fighters, and disabled the artillery, allowing reinforcements to pour into the central city districts.

Determined to re-acquire their lost command post, Overwatch forces launched a ferocious counter-offensive, heavily reinforced with gunships, Striders, and heavy armour. Despite suffering heavy losses, the counter-offensive was repulsed with near-total casualties, impairing the Combine's defensive manoeuvres against the rebels.

Raid on the Citadel

With Overwatch forces struggling to contain rebel fighters, who were now closing in on the Citadel, in desperation, the Combine relinquished defensive efforts to large reserves of gunships and Striders. These forces inflicted grievous losses on the rebels, and caused extensive infrastructural damage, reducing entire neighbourhoods to rubble. In turn, this provided excellent cover for rebel rocketeers to destroy the synths. Small groups of rebels were soon at the base of the Citadel.

While the fighting raged on throughout the city, Freeman infiltrated the Citadel. Despite successfully engaging the Combine garrison, Freeman ultimately allowed himself to be captured, and was taken directly to Wallace Breen's office, where he also held Eli and Alyx Vance. Breen hoped to use the captured rebels as leverage over the Combine to strike more favourable terms with them to his own personal benefit. When Eli refused to order the rebels to stand down, Breen threatened to send them to the Combine Overworld, and allow Judith Mossman to continue Eli's work on local translocation technology. Objecting to this arrangement, Mossman freed the prisoners.

Breen fled to the Citadel's teleporter, hoping to reach the Overworld, where he would bargain for reinforcements to help quash the rebellion. Freeman overloaded the teleporter's reactor, causing it to explode. While Freeman was initially extracted, Vortigaunts interfered, burying Freeman and Alyx in the rubble at the base of the Citadel.

Final hours

The ramifications of the teleporter's destruction was immense: it sheared off the top of the Citadel, causing immense structural damage, and overloaded the building's power grid, triggering an irreversible meltdown of the reactor core. The overload disabled the Combine's global Citadel network, precariously isolating Combine forces garrisoned on Earth. An unintended side-effect was the deactivation of City 17's network of forcefields and thumpers, allowing the Xenian wildlife that inhabited the surrounding countryside to infest the city. Troops on both sides soon found themselves caught in a multi-pronged crossfire between these disparate combatants. The destruction of the teleporter had one major consequence: the birth of an infant superportal.

The Resistance had been able to gain control over the Combine's broadcast system; hitherto used to disseminate Overwatch propaganda, it was now used to coordinate rebel efforts. Rebel fighters also restored power to a freight station, permitting evacuations of unarmed citizens from the city. The protracted and ferocious combat took its toll on the morale of rebel fighters, with some feeling that the totalitarian, though nevertheless comparatively safe, rule of the Combine was preferable to the heavy fighting they had experienced, and began to express dissatisfaction with some rebel leaders, such as Isaac Kleiner. They came to characterise Black Mesa's reckless pursuit of scientific advancement as the true cause of their plight.[11]

Freeman and Alyx voluntarily infiltrated the Citadel to affect a temporary stabilisation of the core, buying more time for evacuations. There, they discovered the Combine were planning on using what power remained in the core to send a transmission through the superportal, requesting reinforcements to crush the revolution. However, the mere act of transmitting the message would collapse the core, causing a dark energy flare.

With the reactor steadily collapsing, both sides executed a mutual evacuation from the city. Having already lost control of the situation, the Combine withdrew a significant portion of its remaining forces from the city, leaving behind numerous, although scattered and often unsupported regiments of troops to delay the rebels as long as possible. Striders in particular razed entire districts to the ground, destroying vast swathes of the city. These forces could not contain the rebels, however, as they evacuated as many refugees as they could before withdrawing on the restored train network.

As the final trains departed, the Combine sent the transmission packet, collapsing the Citadel's core. The core exploded in a dark energy flare, destroying what remained of the city and most of the surrounding area, finally ending the battle.


The heavy fighting 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 authority on Earth had been destroyed, with heavy casualties on both sides in troops and materiel. In particular, the Combine garrison on Earth were now isolated units, and with their Citadel network disabled across the planet, the opportunity was afforded for humanity to conduct a global counter-offensive.

While rebel forces and refugees made for the heavily-defended stronghold of White Forest, Combine forces were scattered across the Outlands, exposing them to defeat in detail, and leading to isolated fighting with rebel garrisons in these regions. The nucleus of their leadership, the Shu'ulathoi, who had escaped the doomed Citadel in escape pods, had crashed across the countryside, often without nearby support, thereby exposing them to groups of Vortigaunts, who dedicated themselves to hunting and killing them.

However, the Combine garrison had one final strategic option available: using the matured superportal to bring reinforcements through and re-establish their dominion over Earth. This compelled the rebel garrison at White Forest to concoct a plan using the Xenium Resonator to seal the superportal and isolate themselves from the Combine for good, leading to a fierce, but ultimate unsuccessful attack on that base.


  1. Double agent for the Combine, defected to the Resistance late in the battle
  2. Status unknown, presumed dead with the possibility of him having transferred his consciousness into a "host body" of the Combine Advisor
  3. Double agent for the Combine, defected to the Resistance late in the battle
  4. Assuming all gunships the player sees are unique. Also includes gunships under construction in the Citadel. From the start of Anticitizen One to the end of Episode One
  5. Assuming all dropships the player sees are unique. From the start of Anticitizen One to the end of Episode One
  6. Assuming all Striders the player sees are unique. Also includes Striders transported by dropships. From the start of Anticitizen One to the end of Episode One
  7. 10 Advisors are seen in the launch room inside the Citadel. At the end of Episode One, 14 pods can be seen launching. Assuming this includes the original 10.
  8. Lower estimate counts all rebels killed in scripted events, corpses, and zombies. Higher estimate includes all live rebels encountered by the player (including Vortigaunts at the start of Episode 1), assuming all such people could be and were killed in the battle. From the start of Anticitizen One to the end of Episode One
  9. Assumes all soldiers encountered that can be killed are killed by the player. Also counts zombines, corpses, soldiers killed in scripted events, and stalkers. Assumes all those who remained in the Citadel were killed, and the stalkers in the train crash. From the start of Anticitizen One to the end of Episode One
  10. This dropship crashes inside the Citadel in Episode One
  11. Dialogue from the consoling couple heard through the floorboards in Episode One