The warlike rulers of the Western Xia dynasty, Tibetan in race and Buddhist in religion, had emerged in 1038, and had eventually grown to cover what are now the northwestern Chinese provinces of Ningxia, Gansu, eastern Qinghai, northern Shaanxi, northeastern Xinjiang, southwest Inner Mongolia, and southernmost Outer Mongolia.

A fairly small state, Western Xia struggles for dominance with its larger and more powerful neighbors, the Liao dynasty to the east and northeast, and the Song dynasty to the southeast.

After the Jin dynasty emerged in 1115 and displaced the Liao, Western Xia had eventually accepted vassal status to the new empire.

Aiding Jin in their wars against the Song, Western Xia has gained thousands of square miles of former Song territory.

The relations between Western Xia and Jin have over many years gradually declined however.

Western Xia conducts border raids in a struggle with the southern Song dynasty over control of the Chang Jiang river valley.

Upon the death of its fifth ruler, Emperor Renzong, in 1193, his thirteen-year-old son had ascended the throne as Emperor Huanzong as Western Xia's power began to fail.

The Western Xia, though militarily inferior to the neighboring Jin, still exert a significant influence upon the northern steppes.

The state had often welcomed deposed Kerait leaders because of close trade connections to the steppes and because of the possibility of using the refugees as pawns in the Mongolian Plateau.

Temujin, soon to be Genghis Khan, had in the late 1190s and early 1200s begun consolidating his power in Mongolia.

Following the death of the Keraid leader Ong Khan to Temujin's emerging Mongol Empire in 1203, Khereid leader Nilqa Senggum had led a small band of followers into Western Xia territory, from which he is expelled after his adherents take to plundering the locals.

Huanzong has tried to follow the dictates of his late father, but the high-ranking officials in the Western Xia government have become more corrupt as time passed, starting the irreversible decline of the Tangut state.

The rise of the Mongols under Genghis Khan has begun to pose threats as Mongols begin raiding border villages.

After Genghis Khan had unified the northern grasslands of Mongolia, the Xianbei who resided near Mount Yin had self-proclaimed to be "White Mongols" and joined them.

Receiving the same considerations as the Mongols, these Xianbei will partake in the westward conquests in Central Asia and Europe.

The Mongol troops led by Genghis during this period, which had begun in 1202 will over a span of twenty-two years carry out six rounds of attacks against Western Xia.

Temujin, using his rival Nilga Senggum's temporary refuge in Western Xia as a pretext, launches a raid against the state in 1205 in the Edsin region.

The Mongols plunder border settlements and one local Western Xia noble accepts Mongol supremacy.

During a raid on Ganzhou (present-day Zhangye), the Mongols capture the son of the city's commander.

This young boy joins Mongol service and takes a Mongol name, Chagaan, and will eventually rise through the ranks to become commander of Temujin's personal guard.

Meanwhile in the Tangut Kingdom, Huanzong’s cousin Li Anquan kills the emperor in a coup d'état with the empress and installs himself as Emperor Xiangzong.

Located south of the Gobi Desert and west of the Jin dynasty’s holdings, the Western Xia state is the weakest of China’s kingdoms.

It is thus a ripe target on which Genghis Khan can test the performance of his disciplined massed cavalry and, if successful, gain control of revenues from the East-West caravan routes.

The Western Xia army is also untrained and ill-equipped.

Regarding Western Xia as a roadblock to China, Genghis will repeatedly invade the state.

Genghis had led another raid into Western Xia in 1207, invading the Ordo region and sacking Wulahai, the main garrison along the Yellow River, before withdrawing in 1208.

Genghis now begins preparing for a full-scale invasion.

By invading Western Xia, he will gain a tribute-paying vassal, and also will take control of caravan routes along the Silk Road and provide the Mongols with valuable revenue.

Furthermore, from Western Xia, he can launch raids into the even more wealthy Jin dynasty.

Genghis in 1209 undertakes his campaign to actually conquer Western Xia.

Li Anquan requests aid from the Jin dynasty, but the new Prince Shao of Wei refuses to send aid.

After defeating a force led by Kao Liang-Hui outside Wulahai, Genghis captures the city and pushes up along the Yellow River, defeating several cities as he went, until he reached the fortress Kiemen which guarded the only pass through the Helan Mountains to the capital, Yinchuan.

Containing an army of up to seventy thousand plus fifty thousand reinforcements, the fortress proves too difficult to capture, and after a two-month standoff the Mongols feign a retreat, luring the garrison, led by Wei-ming Ling-kung, out onto the field where it is easily destroyed.

Genghis, his path now open, advances to the capital.

Yinchuan, well fortified, holds about one hundred and fifty thousand soldiers, nearly twice the size of the Mongol army.

This being the one of the Mongols’ first endeavors in siege warfare, they lack the proper equipment and experience to take the city.

They arrive at the city in May, but by October are still unsuccessful at breaking through.

Genghis attempts to flood the capital by diverting the river and its network of irrigation canals into the city.