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Critical Role Wiki

"Dark Waters" (2x98) is the ninety-eighth episode of the second campaign of Critical Role. The Mighty Nein reset after their intense interactions at the party to prepare for their voyage to the peace talks, but nothing can prepare them for the danger that awaits on the high seas...



  • The Explorer's Guide to Wildemount will release 17 March 2020 and is now available for pre-order at D&D Beyond. To celebrate, Sam coerces Ashley into singing the D&D Beyond theme song a cappella, with choral backing by Laura and percussion by Travis and Taliesin. Matt encourages all critters to mix their own version with Ashley's enthusiastic vocals.
  • Big thanks to all the very patient critters at C2E2 and the live show.
  • A reminder that the area around Nashville was recently struck by tornadoes. Donate if you can to a reputable non-profit organization helping those affected, including The Community Foundation of Middle Tennessee.
  • Merch Alert! New shirts: "Zuhause Liegt im Herzen" in Zemnian and Common, and Mighty Nein Chibi Vinyl Decals. Check them both out at the U.S. and U.K. stores.

Previously on Critical Role[]

So, last we left off: The Mighty Nein had returned to Nicodranas, to prepare their travel towards the negotiation between the Kryn Dynasty and the Dwendalian Empire. Upon arriving and settling yourselves, you discovered that on one of the vessels, which was built by and belongs to the Cerberus Assembly, a few members were present, as well as a new figure that you had not encountered before. After a bit of monkey espionage, you revealed this individual to be Essek in disguise, who was revealed to have some connection with the Cerberus Assembly. As the intrigue continued to spread, you completed the Transmogrification spell on Nott with the curse lifted, and restored Veth Brenatto as she was always meant to be.

After a bit of shopping, you also were invited to a party at the local Marquis’s estate, and upon attending, you convinced Marion Lavorre to go and perform. Through a series of spells, Beau had a very interesting altered experience. Some fancy dress was purchased and designed by Caduceus and Jester, and upon realizing that Essek in his illusory form was attempting to escape when pressured at the party, you managed to subdue him and escort him to your ship at the docks. There, an interrogation led you to some revelations, some emotions, and where we left off, a bit of a climactic conversation continues.

Part I[]

Jester suddenly remembers that her agoraphobic mother is still at the party and dashes out, followed by Fjord. Essek states that he believes he is still useful enough to the Cerberus Assembly to be safe for now, and he (and the Nein) will continue to act their parts in the negotiations and remain quiet thereafter. Veth believes that at some point, someone will have to pay for the damage done. They all believe that the peace, if it happens, is likely only temporary, since tensions between the nations have simmered for decades in a cold war.

There’s a bit of an internal debate about whether we are going to go on the trail of blood and redemption and justice, or if we are going to turn a blind eye to all of the wrongs that have been committed in the last few years. Or somewhere in between. At the end, there was floated an idea that we would become an elite ninja force that would go in and very quietly kill or at least capture those who were responsible without causing any other ripples in society.
Veth summarizing the options open to the party.[1]

After Essek apologizes once again, the party lets him leave in his disguise as Lord Thain. When Veth suggests that they might be able to use their knowledge to bring some of the guilty on the Empire side to justice, Caduceus says he's not on board for that. Enacting justice or vengeance will only run the risk of reigniting war without helping the living.

Meanwhile, Jester and Fjord find Marion still at the party, doing well but ready to go home. They escort her back to her room in the Lavish Chateau, and Jester and Fjord chat a bit about the party. Jester Sends to Veth asking where they are, and Veth tells her they're getting dinner on their way back to the Chateau, so Fjord and Jester dine together downstairs. When the rest of the group arrives, they all discuss their options, but can decide only that they need to go forward with the peace talks for now. Caleb stores their fancy outfits in his Vault of Amber.

Tarot Cards - BlackSalander

Fan art of Jester's tarot cards, by BlackSalander.[art 1]

Harp on the beach - Cinciallegre

Fan art of Yasha playing her harp, by cinciallegre.[art 2]

During the two days before they depart, Jester buys party decorations and some clay for making 200 figurines of the Traveler. She also draws a few more tarot cards for her deck. Caleb tinkers with the magic-silencing collar from the Happy Fun Ball and learns that the power source it requires can likely only be acquired from the ruins of the Age of Arcanum city of Aeor in Eiselcross. Fjord visits his old haunts in Nicodranas to reminisce, finding comfort in the looming stone lighthouse in the shape of the Wildmother. Yasha enjoys the entertainment around the Chateau, and spends time on the beach playing her bone harp. Beau camps on the beach and at one point overhears Yasha playing, but does not approach. Caduceus revisits Sheila Bobsnopper at Seafloor's Bounty and buys spell components, a leather fan that casts Gust of Wind, a necklace that allows the wearer to communicate with plants, and a locked box holding something magic.

Veth and Yeza have a discussion about their situation, and Yeza is very supportive of Veth continuing her work with the Mighty Nein, telling her that he's enjoying Nicodranas although he'd like to go back to Felderwin at some point and be a family again. Veth is doing important things and he doesn't want to get in the way of them, but it won't be forever. He tells her to be careful, that at the end of this he wants his wife back, not an epic poem of her deeds, and she promises to come back. She leaves 100 platinum with him.

The party regathers and heads to the docks and the Balleater, where they join the armada making its way out into the Lucidian Ocean heading southeast to the peace meetings.


Part II[]

The voyage to the rendezvous will take between nine to eleven days. The Mighty Nein meet the newest crew member, Shelda, a teen-aged half-elf with an attitude. Caduceus gives Beau the fan he bought, and has Caleb and Veth open the locked box, which proves to contain spell scrolls for Telekinesis (which Caleb takes to hold until he can get paper and ink to transcribe it into his spell book) and Flaming Sphere (which Veth keeps for a single use).

The girls crafting - Nikoreru

Fan art of the girls crafting, by Nikoreru.[art 3]

Jester spends her time carving little figurines of the Traveler to give as party favors at Traveler Con. She is joined by Beau and Yasha, and they talk about Jester's relationship with the Traveler and Yasha's with the Stormlord. Jester admits that at first, she felt betrayed by the Traveler's concealing of his true nature, but now she accepts that he's one of her best friends and that regardless of the fact that he's not a true god, he's given or activated in her some truly cool powers. Yasha admits that she's felt self-destructive as a result of her controlled actions, and that she doesn't know yet what will make her feel better, but being around her friends helps. They all offer to teach Veth to swim, but she declines.

Caleb tells Fjord that he's noticed Fjord seems more at ease and not as dark now, and Fjord agrees that he no longer feels pressure to pretend to be something he's not when around the party. He now realizes that darkness, force, and threats aren't the only way to lead others. He's enjoying helping and protecting the others. Caleb confides that he values this new, found family because he killed his own, and Fjord acknowledges his pain, but tells him he sees a good man in him.

Yasha's Wings - HeartofPack

Fan art of Yasha's wings, by HeartofPack.[art 4]

On the third day of sailing, clouds roll in and a storm seems to be coming. They are skirting the north edge of the Inkclaw Reef, near the island of Urukayxl where the temple of Uk'otoa is. In the evening, the rain begins, and Yasha dreams she is lost in darkness on the Barren Plains of Xhorhas, broken shackles on her wrists, when she encounters a widening chasm. She leaps into it and as she plummets cries out to the Stormlord, who replies, "Prove." In desperation, she bamfs out her skeletal wings, and finds herself pushing up and out of the chasm to the other side. Looking around herself, she sees that her wings are no longer black, but feathered, and the voice says, "You are worthy both of my guidance and your own acceptance. This path before you is long, but I won't let you stray."

Deep Scion Attack - Hierothraxs

Fan art of the attack, by @hierothraxs.[art 5]

Fjord also dreams, of being alone in a forest. He summons his sword, but what appears is not Dwueth'var but the Sword of Fathoms, and he feels a burning pain in his chest. He fights to consciousness only to see above him a dark, horrific-looking figure plunging a blade into his chest, a familiar barnacle-encrusted falchion. The creature pulls the blade free and attacks, wounding him horribly. Fjord casts Far Step and teleports outside the ship into the stormy ocean, where he sees more fish-like creatures (sea spawn) crawling out of the sea onto the ship forty feet away.

The scion-sea spawn attack - Cyarna

Fan art of the attack from below, by Cyarna Trim.[art 6]

Fjord overboard - BlackSalander

Fan art of Fjord overboard, by BlackSalander.[art 7]

The deep scion that attacked him hits him with two Eldritch Blasts in the water, and Fjord teleports back onto the main deck where he rings the alarm bell, waking the party sleeping below, as well as Orly, Marius, Gallan, and Shelda of the crew. The battle begins as the sea spawn reach the deck.

From the outset, the first scion (who appears to be the leader) concentrates on Fjord, while two more deep scions and multiple sea spawn harry the rest of the crew and the party. Of the Mighty Nein, only Beau is able to join Fjord on the top deck quickly, while the others remain pinned by sea spawn and a scion on the gun deck below, and Beau's effectiveness is hampered by succumbing twice to stunning psychic screeches. Fjord is able to use his Far Step to teleport first partway up the mast and then all the way to the crow's nest at the top, and from there he takes Eldritch Blast shots at the scion and the sea spawn below while remaining out of their sight. However, the intelligent scion holds his attack until Fjord leans out to take another shot, hitting him with Eldritch Blasts and knocking him unconscious. Fjord's Relentless Endurance brings him back at one hit point, but a final blast knocks him out again and an unlucky roll determines that his unconscious body falls out of the crow's nest onto the deck below, inflicting one failed death save.

The End of the Battle - OliviaHintz

Fan art of the end of the battle, by oliviahintz.[art 8]

After clearing out the gun deck, Yasha and Caduceus are then barely able to reach the main deck, where Caduceus uses Mass Healing Word to bring Fjord back. Jester uses Dimension Door and Caleb casts Fly to join them there, but the scion stabs Fjord deeply in the chest before they can act, knocking him unconscious again with two failed death saves, and a sea spawn inflicts a final, fatal blow, killing him as the others watch in horror. Another scion viciously attacks Orly, also killing him.

With the entire party now on the top deck facing the remaining two scions and sea spawn, the first scion grabs Fjord's body by his gaping chest wound and begins casting Dimension Door, which Caleb is able to Counterspell. Yasha quickly kills the first scion and a sea spawn, while Caleb dispatches the remaining scion with Melf's Acid Arrow. The stunned party is left staring at the unmoving bodies of Fjord and Orly as the storm rages around them.

Featured Characters[]

The Mighty Nein[]

Fjord's death - Sophia Canning

Fan art of Fjord's death, by Sophia Canning.[art 9]





  • Caleb: Make no mistake. We do not trust you.
    Essek Good. That’ll help you survive.
    Caleb: It doesn’t mean we don’t hope for you.[2]
  • Caduceus: Do you see a way of enacting vengeance or justice or whatever you want to call it that will make the dead feel better? Will it make the living feel better? Will it create more broken lives? I just don’t see what it’s for. I’m happy to learn, but it just sounds like more chaos.
    Beau: Sometimes justice can bring closure, Caduceus.
    Caduceus: The only thing I’ve found that brings closure is when everyone’s finally in the ground.[3]
  • Caduceus: It’s always worth thinking about what you really want.
    Caleb: I want the murderers removed from power in my country.
    Caduceus: Why? Really. Why?
    Caleb: Because I’m tired of children being thrown on the pyre.
    Caduceus: That’s what you really want. You want no more children on the pyre. Always remember that. You don’t want to punish the people who made you. You want to make sure that no one else makes you. You’ll get there quicker.[4]
  • Yeza: There are a lot of tales of heroic sacrifices, and poems spoken by different bards and storytellers of these people who stood up to these great challenges and gave themselves for a better tomorrow. You’re extremely brave. I want my wife. I don’t want a poem.
    Veth: Yeah. I promise I’ll be more than just a story. I’ll come back.[5]
  • Yasha: I guess I thought maybe I should just die for every person that I’ve killed or something. But that’s obviously not going to help anything.
    Jester: It won’t. Because think of all the good you’re going to be able to do now. If you died, it would just end with the bad.[6]
  • Fjord: (to Caleb) That sword, and everything that came with it, was really the first sense of control I’ve had in my life, or the ability to control others, or even just affect a situation, and I think with a little reflection, I’m starting to realize that maybe I thought that the way to enforce, or shepherd others, was through darkness or force or threats. [...] I stopped you in that moment,[7] and then I felt terrible, and I didn’t know if that meant that control meant feeling terrible all the time or if there was something wrong with the way that exchange went, and that and a million other things led to me realizing I don’t have to do things that way. I don’t have to do things in the way they were done to me.[8]


Adjustment Count Item Source Destination Notes
Transferred 7 (1 each) Formal attire The party Caleb Being stored in the Vault of Amber
Acquired 1 Scroll of Telekinesis Seafloor's Bounty Caduceus to Caleb Caleb is holding until he can get paper and ink
Acquired 1 Scroll of Flaming Sphere Seafloor's Bounty Caduceus to Nott Can be used by Nott 1 time only
Acquired 1 Wind Fan Seafloor's Bounty Caduceus to Beau Casts Gust of Wind when waved.
Acquired 1 Charm of Plant Command Seafloor's Bounty Caduceus Allows the wearer to speak to and understand plants.
Acquired 100 gp Incense Seafloor's Bounty Caduceus
Acquired 100 gp Eye ointment Seafloor's Bounty Caduceus Contains saffron, mushrooms, and fat, for casting True Seeing.


  • At the close of the episode, Travis speculated and Matt seemed to confirm that the Cloven Crystal was not destroyed when Fjord threw the Sword of Fathoms into the lava at Kravaraad, but remains within his body. The crystal in the sword was only a representation of what was in his chest.[9]
  • Fjord's death in this episode is the fourth player character death in the campaign, following Mollymauk,[10] Caduceus,[11] and Nott.[12]
  • Sam's flask has a picture of Veth in a leprechaun hat and beard, presumably to echo his costume in the previous episode.


  1. See "Dark Waters" (2x98) at 0:42:56.
  2. See "Dark Waters" (2x98) at 0:19:30.
  3. See "Dark Waters" (2x98) at 0:27:46.
  4. See "Dark Waters" (2x98) at 0:30:47.
  5. See "Dark Waters" (2x98) at 1:27:26.
  6. See "Dark Waters" (2x98) at 2:25:41.
  7. See "Midnight Espionage" (2x12) at 3:47:40.
  8. See "Dark Waters" (2x98) at 2:36:25.
  9. See "Dark Waters" (2x98) at 5:06:50.
  10. See "Found & Lost" (2x26) from 4:23:35 through 4:24:36.
  11. See "Duplicity" (2x55) at 4:03:40.
  12. See "Dark Bargains" (2x83) at 3:20:34.


  1. Fan art of Jester's tarot cards, by BlackSalander (source). Used with permission.
  2. Fan art of Yasha playing her harp, by cinciallegre (source). Used with permission.
  3. Fan art of the girls crafting, by Nikoreru (source). Used with permission.
  4. Fan art of Yasha's wings, by HeartofPack (source). Used with permission.
  5. Fan art of the attack, by @hierothraxs (source). Used with permission.
  6. Fan art of the attack from below, by Cyarna Trim (source). Used with permission.
  7. Fan art of Fjord overboard, by BlackSalander (source). Used with permission.
  8. Fan art of the end of the battle, by oliviahintz (source). Used with permission.
  9. Fan art of Fjord's death, by Sophia Canning (source). Used with permission.