"Downfall: Part One" (3x99) is the first episode of the Downfall trilogy, and the 99th episode of the third campaign of Critical Role. In the midst of a lull in the Calamity, a group of powerful individuals embark on a divine mission to the flying city of Aeor...
Synopsis[]
Announcements[]
- The regular bunch of nerdy-ass voice actors is present, including the now-returned... Sam?[1] He's here to do the ad read for their first sponsor, Roll and Play Press' book One Shot Wonders, with over a hundred pre-made one shots under two pages long. Use code "DOWNFALL10" for 10% off through July.
- This is the first episode of the three part Downfall series, being shown to Bells Hells in-story by the allegedly evil Ludinus Da'leth. We'll return to Bells Hells' story with "Reconciliation" (3x102) on 1 August 2024.
- Although Midst has concluded, Liam and Marisha sat down for a roundtable with its creators which announced the upcoming Moonward.
- Merch alert! Half crew Critical Role socks, Laudna's Dreaded Bloom t-shirt, and Vox Machina weapons button-down shirt.
- The cast will be at Florida Supercon this weekend with a panel moderated by Krystina Arielle.
- Don't miss the Candela Obscura: Game Master Roundtable now on YouTube. Candela Obscura weekend is July 26-28 when GMs are encouraged to run Candela games.
- Having concluded the Announcements, Matt turns the podium over to Brennan Lee Mulligan, the DM for this episode of... Critical Role!
Introduction[]
Light. Light suffusing all. Eternal, undying, infinite. Names beyond counting does this place have in the timeless time in which it existed. But in your tongue, Exandrian, let us simply call it Tengar, the Eternal Palace. Behold endless ramparts and hallways of spinning stars, a nebula so vast that light would age a thousand lifetimes of its origins to cross from the threshold to the ending of this palace. Let us imagine beings of infinite possibility and endless wonder populating the vast and joyous caverns, chambers, hallways, ramparts, all of the chapels and unending mystery that this Eternal Palace has to offer those that have always dwelt herein. Shimmering light, beings of wonder, whose potential, having never touched the real, is limitless.
Within this place, we must describe for you, in words that mortals can comprehend, what you have come now to witness. In Tengar, the Eternal Palace, past the Hallway of the Unbroken Shard where one can spy the Quill of Infinites, that which writes those worlds that have yet never been. We see a small parade of twinkling lights. These lights that we now behold are, to us, inhuman. But of course, this realm has never known the touch of humans. So let us instead give it a name that we might understand it.
Prologue[]
Within the Eternal Palace of Tengar, the ancient gods, beings of pure light and emotion, are at leisure. Edun encounters Aru, Luz, and Imri, saying he has something to show them, and within the Orchard of Possibility they also encounter Nahal, who begins to feel for the first time a sense of dread as Edun shows them a new tree being born. Hanging from it is a fruit (or a gem or a sun), which Edun plucks. As he does, his shimmering stops, the lights fixed in place, and he "goes away", becoming a point of lightlessness in the Orchard. Another group of lights, Ash, notices this, and more gather, including Aily who thinks she should go get Edun from wherever he is. She touches the point of lightlessness, freezes, and her images throughout Tengar fall into nothingness as she disappears. The other gods are shocked and horrified.
Meanwhile, Edam and Coru watch as Ihana, the Weaver of Time, pulls them towards her and Tengar begins collapsing. Ihana tells them to run "as nothingness comes to eternity," and as they flee she creates a vessel. Nahala, another god, is swallowed by the nothingness while Shosti shatters the palace to form a protective barricade and the ship takes off with only a handful of the gods aboard. Frightened and confused, the others watch as Imri creates a path through the surrounding heat blocking their way, with Luz healing him to save him from fiery destruction, but his hair is burned into two black swirling spikes and Luz is burned into pure light. Finally, the ship makes its way through chaos and into something, guided by Edam's navigation and mathematics into order. Coru uses this geometry to create expression and meaning, stars and constellations, and all of the gods assume a more concrete expression of themselves, losing endless possibilities in their choices.
Now in the real, led by Edam and Ash, they find their way to their new home, but in the back of their minds is the knowledge that one day, the nothingness will come for them again. Their ship crashes, and, wounded in their new forms, they find this planet is ruled by looming, monstrous figures.
Part I[]
The shanty town of Hawk's Hill on the continent of Gwessar, 100 years into The Calamity, is a boom town and way station for those hoping to escape the gods-caused destruction by admission to the flying city of Aeor. There, Ayden and Trist are approached by Ridge, a centaur ranger and their companion, and by Amaris, Trist's husband, and their children. Amaris offers to buy some of the contraband passes in town so that the family can come with her and Ayden. She tells him they'll be fine alone, and it's better that he stays. Across the camp, Emhira is with her guardian and protector, Purvan Suul, who tells her this is where they must part. Elsewhere, Asha is joined by three companions who share that the town holds Aeorian spies within it, as well as refugees. A large wolf approaches and turns belly-up before Asha, who pets it as it greets her as the goddess she truly is.
Just then, an Aeorian skyship, the Venatoria, approaches and lands, and SILAHA emerges, addressing the gathered crowd sternly, telling them that they have come to collect food and other raw materials. The fit and those able to work will receive first priority as refugees to the city, although non-sick people who had been passed over multiple times also had an accumulating chance of selection. The wagons approach and begin to unload, and Ayden, hearing the requirements, casts Lesser Restoration on a nearby elderly sick person, but he dies almost immediately anyway. Emhira tells the grieving family that not everything can be healed.
The others in their group have also seen this and approach as well. They greet each other with recognition, although it has been a long time since they've seen one another. SILAHA takes over from the Torian Guards near the group, and drops his stern demeanor to greet them all with delight. He gives each of them an amulet and asks them to follow him, but notices a large, heavy crate in the back of Asha's wagons. They can hear whispers of the fall of Highgrove circulating through the uneasy crowd. Ayden gives a beggar family a tent, and fills it by casting Create Food and Water, telling them to have faith. SILAHA warns Ayden to be careful. Trist says loving goodbyes to her family, who believe she'll be gone only a day or two, and Asha tells her two companions that they should go home as it seems the crowd is beginning to suspect this will be the last refugee ship and things could get ugly. Emhira tells Purvan, as his final service to her, to make sure Trist's family gets out safely.
The group of mortal gods (including Asha's very heavy crate) moves onto the ship. There are far more refugees than places available on the ship, and a guard kicks an old gnomish woman holding an emblem of The Dawnfather, saying that no emblems of the gods are permitted in Aeor. She remains faithful, however, and her family is not permitted to board. With five mortal incarnations of the Prime Deities within the ship, it takes off into the sky toward Aeor.
Later, SILAHA goes to the large crate Asha brought aboard, joined by the others. They open it, revealing The Emissary, a slab of ice and stone that slowly forms into a massive figure, saying, "She has left me here." Asha asks if she said anything before she left, and The Emissary responds that "she" is always with Asha. In each of his massive hands a small seed has sprouted. Muttering, "Idiot," Asha walks into a corner and transforms into an upset timber wolf. SILAHA hands The Emissary an amulet, and tells the wolf to stop sulking; they need to leave. They realize their sixth member has sent a proxy instead of coming herself. SILAHA tells The Emissary to get back in the box and he does so.

The ship slowly docks at the city, and the immortals' amulets protect them from the full effects of the Latimus Princeps, designed to prevent entry by divine beings. The Emissary is disturbed by this, sticking his head out of the crate, saying, "Dark," but is pushed back inside by SILAHA. The ship is boarded by masked mages carrying war staves who inspect it thoroughly and cautiously for magic, throwing overboard anyone found under an illusion effect. Asha transforms into a small wolf and pretends to be a dog, dropping her elven wildshape to revert to her true form.
There is a knock at the door and the captain enters with two mages with iron masks integrated into the flesh and bone of their faces. The mages cast both Detect Magic and See Invisibility, but SILAHA surreptitiously casts Dispel Magic before the spells reach the crate. The mage then casts Zone of Truth but Ayden's Aura of Protection means only Emhira fails. The guard zeroes in on her as she begins to feel disconnected from something. He asks her what's in the crate, and she Suggests he get his equipment checked instead. While the guards are gone, SILAHA casts a Minor Illusion of one of the gnomes they kicked off the ship and the guards pursue, but the gnome mysteriously escapes. The guards are severely berated by their officers, and all go in search of the mysterious gnome as Aeor comes into view.
Break[]
- One-Shot Wonders now available from Roll & Play Press. The Map Library now available for preorder.
- Trailer for The Legend of Vox Machina, Season Three, coming October 3rd.
- Excerpts from "4-Sided Dive: Suddenly Samuel" (4SDx25).
- Critical Role Abridged has new episodes every Tuesday on YouTube. Critical Recap available Wednesdays on CritRole.com.
- New episodes of The Re-Slayer's Take podcast release every Monday.
- Merch Alert! Vox Machina and Bells Hells weapons button-down shirts, half-crew socks, tarot sweatshirt and blanket, and "For the Queen" game in all shops; Dreaded Bloom and "Leave the World Better" t-shirts not in Australia; Shattered Teeth dice set in the US, UK, and EU.
- Cast at Florida Supercon 13-14 July 2024, San Diego Comic Con July 27.
- Daggerheart Open Beta now running. Info at Daggerheart.com.
- Midst Season Three.
- Candela Obscura Core Rulebook, Candela Obscura Original Soundtrack, Welcome to Tal'Dorei and Welcome to Wildemount albums available now on all digital music platforms.
- Submit fan art and cosplay for possible inclusion in the weekly online gallery.
- Beacon is the escape room clue.
Part II[]

The group leaves the ship. Although the ship's captain asks about the crate holding The Emissary, S.I.L.A.H.A. exercises his authority and it is safely unloaded and equipped with levitation runes for transport. They begin their travel through the streets of the city, feeling the power of the Latimus Princeps thrumming in the distance, and notice that the streets are dominated by military presence and bristle with fear. SILAHA leads the group toward the Chamber of Seasons, via the arcane tram transport. Inside it is a fellow passenger, a member of the Aeorian Enforcers of the Torian Guard, with a captive imp held within a glass amulet. Emhira uses Mage Hand to remove the amulet, and turning Invisible stares into his face, realizing he will not live to see the dawn. The guard wakes up with a start, and flees the cart when he realizes he lost his amulet.
SILAHA leads them to a derelict building with a slightly open gate at its rear. A voice greets him as they enter, and his eyes go green as he responds. When they enter, they see an Aeorian archmage standing within a semi-destroyed temple, who introduces herself as Arcadia Cerenvetorix. She is one of the now-mortal gods. The Emissary is released from his crate and Arcadia asks what he was told to do before being sent here: "Share her love with Aeor. Save them." He is willing to accept any help with this, and she attaches several blank enchanted objects to him which make him appear to be an ordinary elemental summoned by an Aeorian mage. He agrees to accept this small falsehood for now.
Arcadia tells them she has been there for about 30 years, since her new form became old enough, and was joined by SILAHA shortly thereafter. She tells the group that "they" are here-- four of several who had promised to join them, but betrayed that promise, one of which she does not wish them to countenance. Before entering the inner Chamber of Seasons, Asha notices two carvings on the outer temple walls: one shows a few links of chains, and the other is a blank, now-shattered wall which Emhira approaches thoughtfully.
The group enters the Chamber of Seasons, lit by Ayden, and sees four figures at the altar: a kindly white-haired old man who appears to be a priest of the Dawnfather (Father Milo Cowst), standing over a powerful barbarian woman (Tishar) lying bleeding on the altar, a sickly tortle (Zaharzht) torn by hooks and racked by spikes at the base of the stairs, and a hiding halfling woman (Umleta) wielding a bow. They greet the others as family, and Arcadia notes that a truce has been called so they can deal with the threat of Aeor. It has now been years since the city learned to cloak itself from the gods, and their worst fears have now been confirmed: Aeor has developed an all-but-completed weapon, the Factorum Malleus, to destroy the gods. It was to explore this possibility that years ago they assumed mortal forms in order to bypass the city's defenses. Father Milo suggests they now share what they know.

Fan art of Ayden in the temple, by Sabira Langevin.[art 3]
Arcadia tells them there is a Protocol in place by which the mages of Aeor can send knowledge of how to create this god-killing weapon to all corners of Exandria, should they feel threatened. Father Milo reveals that right now, one of their celestial servants is telling the Aeorian Magestri within the heavily-guarded Genesis Ward of the groups' plan to destroy the weapon, and there is therefore some urgency to their response. Umleta and Tishar suggest simply destroying the entire city would solve the problem. Arcadia points out three things they should address first: the Eravox Protocol to disseminate information about the weapon, the engines that power the Obtenebrator (the technology within the Genesis Ward hiding the weapon from divine sight), and the Latimus Princeps which repels divinity and is incorporated into the Factorum Malleus.
Asha and Emhira are on the side of destroying the city completely, but Ayden urges destroying the weapon but letting the city live. After some argument, they decide to collaborate with the incarnations of the Betrayers against this threat. When the Betrayers point out that one of the group is not actually a god, they respond that two of the Betrayers who agreed to help are missing. Arcadia suggests that once the Obtenebrator is destroyed, the gods not present will be able to assist them. It will also produce a great wind from their brother the Stormlord, making flight from the city impossible. She suggests that due to the time constraints, they split the party to try to address their three immediate objectives at one time. They are not yet in agreement as to whether they need to destroy the entire city or just the weapon it holds. Eventually, they agree to delay that decision until later.
Both Asha and Trist approach Zaharzht, trying to help the tortured tortle, but he refuses aid or sympathy, saying the last time he knew peace was watching the thing that ate their world. Emhira asks what it looked like, but he responds simply, "You should have asked him." before turning away. While the Betrayers are conferring privately, Arcadia pulls the group aside and quickly tells them that there is a power within SILAHA due to his construction, which he is aware of. She also tells The Emissary that he is not merely an envoy; he is a herald bearing something of his mistress. When she asks if he knows of what she speaks, he responds, "Love," and she muses that perhaps so, in a way greater than he can imagine. It is possible for each of them to die here, the eternal portion of them returning to Exandria and unable to intercede further in Aeor. She warns them also to make sure the Emissary, of them all, remains.

Fan art of Father Milo, by Nico Silva.[art 4]
Ayden volunteers to go with Father Milo to the Obtenebrator in the Genesis Ward. Trist Insight checks Arcadia, learning she is holding much information back, particularly about the Emissary. When she confronts her, Arcadia reminds her that she, Arcadia, brought the gods the knowledge of this weapon and brokered the deal to cooperate with the Betrayers. Asha tries to use Detect Thoughts on her but Arcadia senses it and is annoyed at the lack of trust. Bits of the Eravox Protocol are scattered throughout the city, and it must be neutralized before all else. Asha, Tishar, and Zaharzht team together to destroy the Obtenebrator engine while SILAHA volunteers to seek information about both the Eravox Protocol and the identity of the informant, joined by Umleta and Emhira. Trist offers to stay with The Emissary and keep them safe, but Arcadia suggests The Emissary join Asha's team instead. Trist, Ayden, Arcadia, and Father Milo form a third team searching for a passage to the Genesis Ward.
Ayden casts Rary's Telepathic Bond on the entire group, including the Betrayers. As he does, a light shines from him which restores the images on the walls of the temple surrounding them, the gods in their glory, including a woman in a white mask surrounded by ravens (as it ever was). Ayden also casts Death Ward on The Emissary. Umleta suggests that after spending time among the mortals, the Prime Deities may decide they are no longer worth protecting, and continue their truce with the Betrayers instead. As they leave, Arcadia reminds them that, one way or another, this will be their last night as mortals.
Featured characters[]
Player Characters: Mortal Avatars
Returning
Mentioned
- Primarch Selena Erenves
- The Stormlord (unnamed)
- The Lawbearer (unnamed)
New
- Amaris
- Barahai, a companion of Trist
- Bronan, an Aeorian soldier
- Arcadia Cerenvetorix
- Gilly, Trist's dog
- Haylie
- Madeen, Asha's companion
- Marcus, captain of the Torian Guard in Hawk's Hill
- Milo Cowst
- Ridge, Trist's centaur ranger companion
- Sherané, Asha's companion
- Slitch (unnamed)
- Tishar
- Topher
- Umleta
- Zaharzht
Quotations[]
- Amaris: You really don't want me to come?
Trist: Of course I want you to come, but I don't need you to come. You need to stay here. - Amaris: (to his children) Little lies are okay.
- Asha: This place is beautiful as only an obscenity can be. They're very clever.
- The Emissary: (to Trist) Little lies are okay.
- Asha: I miss you in there, some days. I really do.
Zaharzht: Why don't you come find me? I don't want to do this alone.
Asha: I'm so sorry.
Zaharzht: If I promise to take care of you, can I torture you forever?
Asha: You already do. - Zaharzht: Don't touch me!
Trist: What happened to you?
Zaharzht: I do this because this is the truth. This is the truth. You know it too. You don't think you have hooks in you? I know their names. - Ayden: I will go with Father Milo.
Trist: Don't let him get into your head. He does not tell the truth.
Asha: Don't let him get into your head. He only tells the truth. It's just... rotting. - Arcadia: To the heart of Aeor, to disarm them of the weapon they would use to destroy the gods. One way or another, this will be our last night as mortals.
Inventory[]
Adjustment | Count | Item | Source | Destination | Notes |
---|---|---|---|---|---|
Stolen | 1 | Glass amulet | Aeorian Enforcer | Emhira | Contained the imp Slitch, removed via Mage Hand |
Trivia[]

Fan art of the divine team, by Elaine Tipping.[art 5]
- The character cards for the player characters have binary numbers across the bottom of each one, which when decoded as ASCII translate to:
- Trist - MERCY
- Ayden - DAWN
- Emhira - DEATH
- Asha - NATURE
- SILAHA - BEAUTY
- The Emissary - LAW
- "Obtenebrator" (the technology within the Genesis Ward hiding the god-killing weapon from divine sight) can be translated from Latin as "very dark" or "thoroughly obscured".
- Laura believed that the recording that Downfall represents only showed Bells Hells and Ludinus Da'leth the circumstances around the fall of Aeor itself, so they didn't watch the prologue of this episode.[2]
References[]
- ↑
Morgan Peter Brown (@MorganPeteBrown) on Twitter: "Thanks to my amazing @CriticalRole friends for having me at the table for a few. Truly the kindest and coolest nerds. ❤️ Let me tell you, the audition process to play the role of "@samriegel" was EXHAUSTING. I hope I did it justice. 😂" (2024-07-11). Morgan also plays Sam in an ad for Beacon shown frequently during the show's break.
- ↑ See "4-Sided Dive: Oh My Gods" (4SDx26) at 1:05:08.
Art:
- ↑ Fan art of The Emissary, by ll1ebert (source). Used with permission.
- ↑ Fan art of the imp in the amulet, by Hannimus (source). Used with permission.
- ↑ Fan art of Ayden in the temple, by Sabira Langevin (source). Used with permission.
- ↑ Fan art of Father Milo, by Nico Silva (source). Used with permission.
- ↑ Fan art of the divine team, by Elaine Tipping (source). Used with permission.
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