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"Downfall: Part Three" (3x101) is the third and final episode of the Downfall trilogy, and the 101st episode of the third campaign of Critical Role. All of the Divine planning and improvising comes to a head in the final battle within Aeor's underbelly...

Synopsis[]

Announcements[]

  • It's lonely at the table, with only Matt, Taliesin, and Marisha there to read the ad copy for tonight's sponsor Rawmen, a new free multiplayer arena food fighting game. To demonstrate, the rest of the cast is live on tape elsewhere flinging food at Sam and creating their own living Jackson Pollock painting.
  • Taliesin helps Marisha hype programming, like tonight is the final installment of Downfall. Bells Hells return next Thursday, 1 August 2024. Moonward four-part podcast starts 7 August 2024 on the new Midst YouTube channel, plus Twitch and Beacon.
  • Most of the cast will be at San Diego Comic Con 2024 for a Fireside Chat and cast Q&A this weekend, moderated by Krystina Arielle.
  • The table is handed to cake-eating Brennan Lee Mulligan for tonight's episode of... Critical Role!

Introduction[]

The gods have not only infiltrated the city of Aeor, but have infiltrated Exandria itself, a plan decades in the making. While Exandria choked under ash and was beset by monstrous hordes of the armies of the gods (both Prime and Betrayer alike), a plan was hatched to bypass the magical lords of the mighty city of Aeor, for the gods to take mortal form to pass those boundaries that only mortals could pass. Having arrived in Aeor disguised as humble ground-dwelling mortals bringing food, probably the last thing tethering Aeor to terrestrial Exandria, our gods discovered them and their companions would need to work quickly, that the Factorum Malleus was all but operational.

Moving swiftly, our divine protagonists discovered the Archmage Cassida Previn, who was working on the Factorum Malleus as part of a secret society of Aeorian archmages dedicated to helping the Prime Deities win the Calamity. After all, this is a war between the gods, isn't it? Or are they not so much enemies as family? We also discovered the Obtenetrator Engine, and beneath it, The Scribe, an Aeormaton tasked with using the massive obfuscation hiding the city from divine sight to also, in the event of an emergency, broadcast the schematics of the Factorum Malleus across the wide world of Exandria, an insurance policy should the gods somehow bypass Aeor's defenses. It took less than six seconds for you to dispatch that and return now to an extra-dimensional holding chamber, a back room, if you will, of the Ars Elysia, the speakeasy hidden society of beauty/nightclub run by S.I.L.A.H.A., aka The Arch Heart.

Part I[]

The six mortal avatars of the gods find themselves back in the pocket dimension inside the Ars Elysia, along with Arcadia, Zaharzht, Father Milo Cowst, Tishar, and Archmage Cassida Previn. They know that their fellow gods can now see into the city to aid them, and that the city's ability to spread the knowledge of how to create the Factorum Malleus has been destroyed. However, the god-repelling Latimus Princeps remains operational, integrated into the weapon itself. Cassida realizes that some of those she is now with are Betrayer Gods, just as S.I.L.A.H.A. gets a telepathic call from his bartender that there are issues in the nightclub. Outside the pocket dimension, he sees that the city is being tossed by the Stormlord-sent winds and sets the bar stable. Umleta descends on a silken rope and shows him the image of a celestial currently speaking to a group of Aeorian archmages: Acastriel is even now among the Magestri of the city.

Inside the holding chamber, Trist attempts to calm Cassida, who now realizes that she is surrounded by gods and some of them are Betrayers. She attempts to Teleport but is Counterspelled by SILAHA. When Trist asks for the day's password to the Genesis Ward, however, she allows her to read her mind for it: "Aurora Rex", and asks how she can help her further, because she is very confused that the gods she believed were engaged in an existential battle of good against evil are now together and cooperating, while Exandria has been destroyed by their war. Zaharzht confirms this is a truce, and in attempting to reassure Cassida, Ayden inadvertently reveals to the Betrayers that the God Hammer has been altered to only kill them. The Betrayers present are scathing at this discovery.

Umleta shows everyone the amulet that reveals Acastriel speaking to two high archmages: Selena Erenves, who created SILAHA's mortal form, and Adamar Cadrow, Prince Chancellor of the Cogence. The celestial explains the gods' plan to them and the vision shows the moment they learn the Obtenebrator has been destroyed and the Factorum Malleus is in danger. The watching mortal avatars realize they must act immediately. Crushed by what she has learned, Cassida tells them that in level B9 are banks of scroll batteries holding the only remaining knowledge of the weapon. If she destroys them, the gods need not destroy the city. Arcadia is hesitant to see knowledge destroyed but tells Trist to stay with Cassida, while Emhira casts Mislead to create a duplicate of herself that joins them as well. Cassida explains that to destroy the Factorum Malleus, the others must destroy its seven wards against the divine: prowess, vigor, awareness, resistance, vitality, magic, and potency, constituting the Fulcrum Princeps which creates the Latimus Princeps. However, at that moment, the device will trigger, destroying all gods in the city unless it is somehow dispelled, and the energy burst that would then result would be massive. She asks them to take her son Hallis to his family in the Opus Ward if he survives.

When they leave, they find the city caught in a massive god-sent storm killing large numbers of the residents. In the distance, they hear and see an immense dragon flying. Asha's followers, the rats of the city, lead them toward tunnels to avoid the masses of armed mages and guards all rushing to the Genesis Ward to defend it from them. As they go, they see the Cognouza Ward suddenly teleport away. While the others cast protective magic on themselves and prepare for battle, The Emissary attempts to tell Cassida that the gods are neither good or bad, but family, and balance. She responds asking if mortals are given to understand their world, or not.

Trist, Cassida, Arcadia, and Emhira's duplicate are joined by Umleta, to keep an eye on them on behalf of the Betrayers as they go to the scroll batteries holding the knowledge about the Factorum Malleus. The rest of the mortal avatars go to the god-killer weapon itself. Cassida leads her group to the scroll room where they begin to collect the information they need. The others travel deep into the bowels of the Genesis Ward and reach the enormous chamber holding the heavily guarded Factorum Malleus. They hear a voice urging others to use their weapon immediately. SILAHA, knowing that it is not yet known that he is actually a mortal avatar of a god, volunteers to go first.

Break[]

Part II[]

The Factorum Malleus

Screenshot of the Factorum Malleus from "Downfall: Part Three" (3x101).[art 1]

The Factorum Malleus, the God Hammer, is a massive construction resembling two rotating plates, a lower one with four arms and an upper with three. In the center upper level are the solar Acastriel, three strange figures, and the archmages Selena and Adamar. There are also two Irrevocable automatons and several additional figures on the lower level. SILAHA enters and calls out to Selena, who greets him and asks for his help guarding the weapon. Unfortunately, Acastriel knows immediately whenever he hears a lie, and detects SILAHA's deception. Roll initiative!

The avatars realize that as they manage to destroy the seven wards, various aspects of their divine natures will be restored to them. The Emissary dashes forward next to SILAHA, extends his Scales of Justice, and hurls them at the closest ward, shattering it and giving the avatars Divine Prowess (doubled skill checks and passive skills). With their increased perception, they become aware of massive invisible creatures in the room. Both of them take damage from Acastriel and one of the automatons, and are stunned. Behind them, a glabrezu emerges from invisibility and attacks both of them, but does little damage. The nalfeshnee that follows, however, significantly wounds the Emissary. One of the mages above them leaps down, transforming into a brass dragon as he does.

Emhira hits an upper ward with a mote from her Crown of Stars, then hits another ward with Shatter. Acastriel uses a legendary action to Teleport to her and slashes at her twice for massive damage. Ayden, however, uses his Protective Bond to interpose his body on the second attack. They learn Acastriel is immune to Emhira's necrotic damage, and she loses concentration on her duplicate with the other party and it disappears. The brass dragon's legendary action tail attack misses. Asha joins the others, climbing atop the glabrezu and stabbing down, stunning it and wounding it. Another mage leaps down from the tower, transforming into a silver dragon. The solar blinds Emhira, and the silver dragon uses paralyzing breath on everyone, but most succeed on the save. Tishar leaps onto the brass dragon, stabbing it.

Meanwhile, Trist and the others are at the bank of scrolls when her son Topher calls her via the sending stone. He is frightened and things are bad at Hawk's Hill, but Purvan Suul is with them. Trist urges them to trust him, and go with him. There are noises of battle and panic, and she learns Haylie has disappeared, trying to help people. Trist is frantic, but she can't come back home. Amaris says he'll do everything he can, but the stone suddenly goes silent. Arcadia tells Trist that if there's a miracle she can work, she owes it to her family to do it. Trist hugs both her and Umleta, and after agonizing for many moments, rushes out and joins the others at the Factorum Malleus.

The defending mages cast Power Word Kill and Banishment but neither succeed. Another casts Cone of Cold but most of the party saves and the damage is minor. Archmage Adamar uses Wish to cast Finger of Death, and even though SILAHA succeeds on his save he still takes massive damage. Ayden casts Sanctuary on himself and then casts Mass Cure Wounds on everyone, which helps a little as the attacks continue. Selena teleports SILAHA to her and grapples him, while yet another mage appears and summons his demon to guard him. Father Milo joins the others but does nothing else. Suddenly, the last mage on the top level leaps up, transforming into an ancient shadow dragon, Ataro, and attacks with its Frightful Presence and then does significant necrotic damage to Emhira and Ayden even on a successful Dexterity save.

Emhira protecting Ayden - Elaine Tipping

Fan art of Emhira protecting Ayden, by Elaine Tipping.[art 2]

The Emissary is still stunned, and an automaton hits him for massive damage, followed by the glabrezu and the nalfeshnee. The brass dragon's breath weapon recharges, but The Emissary uses luck to force a re-roll and it fails. It then attacks Tishar for massive damage. Zaharzht is still paralyzed, and Emhira is still blinded so her Crown of Stars attack misses. However, her Maddening Darkness does significant psychic damage to everyone in it, including several of the party. In the magical darkness, all three of the dragons' attacks miss, but a weapon attack by Acastriel on Ayden hits, and only Emhira's intervention through Emboldening Bond to take the damage herself saves him from unconsciousness. Asha leaps through the darkness onto and across the platform, somewhat damaging an automaton. Acastriel Teleports out of the darkness back to the tower.

SILAHA casting Meteor Swarm - Sabira Langevin

Fan art of SILAHA casting Meteor Swarm, by Sabira Langevin.[art 3]

SILAHA uses Clockwork Cavalcade to heal himself, then quickens a spell to cast Meteor Swarm, successfully Counterspelling Selena's Counterspell. The dragons all use legendary resistances are still massively hurt. Adamar and Acastriel are killed; Selena is badly injured and loses concentration on her grapple. Asha uses Emboldening Bond and her evasion to reach Silaha and allow him to dodge the meteors that would have hit him. Of the remaining wards, all three of the more powerful ones are destroyed, granting the avatars Divine Magic (1x/turn cast any cleric or domain spell without using a spell slot, double your spell save DC, range, area of effect, and duration of all spells), Divine Vitality (at the beginning of each turn, if you have taken no damage this round, all hit points are restored, plus all death saving throws are natural 20s, max current and temp HP granted by spells and abilities multiplied by 10, immune to poisoned, petrified, paralyzed, and diseased), and Divine Potency (all spell and weapon attack damage is multiplied by 10, attack rolls are doubled, doubled AC and ranged weapons range). Three of the lower wards still remain. Trist runs to The Emissary, who as a non-god is not affected by these new powers, and casts Mass Heal on the party. She turns to the automaton guarding one of the wards, and persuades it to destroy it, giving the gods Divine Resistance (5 Legendary Resistances, double all saving throws, immune to non-magical damage and damage from spells 6th level or lower, gain 2 elemental damage immunities and 4 resistances).

With two wards left, a group of Aeorian mages Teleport in and cast at SILAHA and Asha for what would have been massive damage but is now trivial. Another mage casts Meteor Swarm, but Trist protects The Emissary with her spectral wings and Ayden takes half the damage for him. Ayden assumes his older form as the Dawnfather, rather than the Dawnchild, then casts Sunburst (with Trist absorbing the damage to The Emissary), which kills all the demons, all the mages except Selena (who is, however, blinded) and all three dragons. The silver dragon dies just before giving her name. Only Selena and one of the Irrevocable automatons remain alive, and Ayden uses Commanding Rally to allow The Emissary to attack one of the two remaining wards, destroying it and granting the gods Divine Awareness (truesight, blindsight, tremorsense, speak all languages, telepathic communication with any creature you can see, immune to charmed, frightened, stunned, blinded, and deafened).

As the avatars gain truesight, all illusions fade, and Father Milo disappears. It is Selena's turn, and she calls out, "I repent!" and begs to know SILAHA's light, but SILAHA scoffs. Blinded, she takes the small glass encasement that Acastriel had handed her from her neck, tossing it into the air and sending it into the path of the Factorum Malleus, where it will be destroyed, at the same time casting some mortal magic spell. SILAHA has a choice: stop her or save the unknown god. He chooses to save the god, catching the vial but allowing her spell to be cast. She broadcasts the knowledge of how to construct the Factorum Malleus into the city.

A single ward now holds the Factorum. The Emissary turns to the Everlight, saying, "I am worthy," before raging and leaping onto the platform. His form and face are shifting and changing as he draws his axes back, readying his action. Emhira destroys the aermaton guarding the ward, then the ward itself, granting them Divine Vigor (regain all limited use class features at the beginning of your turn, immune to exhaustion, speed is doubled, regain 3 legendary actions per round). The Emissary is scared, but hammers a blow down upon the Factorum, disanimating it in what will in a moment become a blast of unimaginable force.

The Everlight - Ed Palhares

Fan art of the Everlight's message, by Ed Palhares.[art 4]

They realize that all of the mortal wizards of Aeor now have the knowledge of how to build the Factorum again, however, and Selena is urging the mortals to flee and spread the knowledge. The Arch Heart hands the glass amulet holding one of their brethren to the Wildmother, who decides to release the god within. With a gasped "Where is he?!" Arcadia appears before them, regaining her godhood to become the Knowing Mistress. In the seconds before the Factorum explodes, the Everlight uses her Sending Stone to send a message of love and apology to her family before shooting the stone from her slingshot. Far away, Trist's friends and family are fighting off devils who have come to destroy Hawk's Hill, defended by Purvan Suul and Galdric. Suddenly, a stone whizzes into the lead fiend's head, killing it. The children realize their mother will not be returning, but begin to glow with the light of the divine, driving off the devils across Gwessar.

The Arch Heart is holding the sobbing Selena. The Everlight casts Calm Emotions on the frightened Emissary before joining the others racing to the scroll banks, where the Matron of Ravens can no longer sense Cassida's life thread. They find her there, dead, with what appears to be Amaris, Trist's mortal husband, standing over the body. Asmodeus, the Lord of the Hells, who had been wearing Arcadia's form for some time, tells the Everlight that before she died, she renounced her, and he holds up a scroll. The Everlight immediately cast Guiding Bolt to destroy it.

Meanwhile, back at the Factorum Malleus, the Arch Heart directs the coming explosion back into the city, destroying the Genesis Ward, throwing the buildings upward and coring the ward as the Stormlord hurls lightning, disenchanting all the city's brumestone. The city lists to one side, and begins its descent to Eiselcross. In a moment, all the gods' mortal forms are rent asunder.

The Emissary and the Matron of Ravens by Sabira Langevin

Fan art of the herald and the goddess of death, by Sabira Langevin.[art 5]

The Emissary finds himself in a dark place with the Matron of Ravens. She assures him he did well, as he asks to go home to his mother, saying, "Find those who are worthy, and take them home." Hearing this, she sends his soul onward, then in the final moment before the city crashes, finds Hallis, the sick boy, and sends him elsewhere in Exandria.

The Arch Heart tells Selena he's proud of her for creating a weapon so beautiful: capable of destruction, yet preservation. He pushes her through a gate, sending her away before the final destruction, feeling peace. Just outside, the mortal forms of the Spider Queen, the Crawling King, and the Ruiner are destroyed, having failed to turn the weapon against their brethren. The Wildmother returns to her wolf form, nuzzling the Arch Heart as she collapses. The Matron of Ravens sheds her mortal form, finding comfort in re-assuming her white porcelain mask. The Dawnfather stands over Asmodeus, asking tearfully why it must always be like this. The Lord of the Hells is scornful, telling him not to come with his tears, when he has yet again chosen mortals over his siblings. He shouts that he will hate the Dawnfather forever, and as the Dawnfather assumes full godly form and orders him not to lie, disappears.

The Matron of Ravens with the Everlight - Nico Silva

Fan art of the Matron with the Everlight, by Nico Silva.[art 6]

The wolfish Wildmother approaches Zaharzht, the Crawling King, apologizing to him before returning to human form and embracing him, suffering his attacks as her blood becomes the bounty of nature, losing her mortal form only to be reborn over and over again. The last god left, the Everlight wonders how Acastriel was able to hand the glass amulet imprisoning the Knowing Mistress over to the archmages. She realizes that it doesn't matter if Cassida renounced her before she died, and as the Matron embraces her, tells her, "Let's go home." They remain holding each other for a long time before the Everlight releases her mortal form and resumes her godly nature, the last god to do so. The Matron casts a dome over Cassida's body, protecting it, before they leave to gather with the other gods.

The Lawbearer joins them there and tells them they had to try. The reason she did not join them was for love, because if something had happened to the Wildmother, she could not break her own rules to save her. She therefore gave up her son. The Matron tells her that he was of pure heart, and both the Dawnfather and Wildmother thank the Matron as a sister. They watch as the city crashes down, and ponder whether the only way to prevent more harm to their mortal creations is to remove the Betrayers entirely by sealing them away.

Before they leave this world, the Wildmother assures the Lawbearer she understands why she could not come, and isn't angry. The Everlight asks the Matron to give those who are still here a little more time, and send them back if they come to her too early. Regretfully, the Matron cannot do that even for her, but shows her two of the golden threads around her, shining brightly, and tells her they will do great things. The Arch Heart tells the Dawnfather that in his heart, he knew this would happen, but the Dawnfather is grieving the prospect of no longer being able to be with their creations. Telling him they'll always be there in some form, the Arch Heart lets a strand of hair drift into the world before leaving. The Dawnfather walks to overlook the water, and in sorrow, the final part of him that was Ayden falls away.

When first the gods came to Exandria, they came from a realm of eternal possibility, and their first and greatest sacrifice was to become real. Now, reflected in that first tragedy, that first Calamity, is a reflection. In short, brief life can even the infinite change, realize, recognize, commit to something new, singular, to move forward on the paths of destiny and fate, changed. Beautiful is the dawn. We do not see the gods. We only see light.
– 
The epilogue[1]
[!h]

Featured characters[]

Quotations[]

  • Father Milo: (to Cassida) Well, your taxonomy is altered slightly. You perceive a world in which the brightest, sharpest line is drawn between good and evil. The line actually exists between those who matter and those who don't. Sweet little mortal. We're on one side of that line together, a family.
  • Cassida Previn: (to The Emissary)Before, in that chamber, I was told there are things I could never understand. I am going to do as you have asked. But I will ask a favor in return. Make up your mind if I am given to understand this world or not.
  • Amaris: (via Sending Stone, to Trist) There's a man named Purvan here.
    Purvan's voice: It's normal where I come from.
  • Ayden: I think there has been a question between the Matron and the Dawnfather, which is, "Are you family?" And that question is answered.
  • The Wildmother: You were right, and there's still work to be done. Well done. No half measures.
  • The Matron of Ravens: We are children in those forms. We know so much, and so little.
  • The Knowing Mistress: Our efforts have been half measures. We seek to do as we did before, not to kill our kin who oppose us, to place them in realms of their own design that they craft into some torture, perhaps to torment us. I do not know. It will not last unless we close the door behind us. [...] There is much to be done. We must not tarry or dawdle. Each and every Betrayer needs to be sealed away before we even consider what is to become of us. But consider it, we must. If not today, then when some new sun rises.
  • The Everlight: We talk about time a lot, and how their lives are just a blip in ours, but having been here, it's not about the length of time in a life, it's about how it's spent. And I would do it all over again.
  • The Arch Heart: We'll always be there in some way shape or form, the same way that they will always be with us. Like a scar.

Inventory[]

Adjustment Count Item Source Destination Notes
Relinquished 1 Sending stone Trist her family Shot from a slingshot after her re-assumption of divine form.
Relinquished Strand of hair The Arch Heart Exandria

Trivia[]

  • At the end of Brennan Lee Mulligan's epilogue for this episode, he stepped out of the DM chair to let Matthew Mercer take his place. Matt's first word at the table was "Light". This is the opposite of what happened at the end of "The Nox Engine" (3x98) where Matt made room for Brennan to sit in the DM chair.

References[]

  1. See "Downfall: Part Three" (3x101) at 6:07:33.
  2. See "4-Sided Dive: Oh My Gods" (4SDx26) at 1:34:37.

Art:

  1. Screenshot of the Factorum Malleus from "Downfall: Part Three" (3x101). This file is a copyrighted work. Its use in this article is asserted to qualify as fair use of the material under United States copyright law.
  2. Fan art of Emhira protecting Ayden, by Elaine Tipping (source). Used with permission.
  3. Fan art of SILAHA casting Meteor Swarm, by Sabira Langevin (source). Used with permission.
  4. Fan art of the Everlight's message, by Ed Palhares (source). Used with permission.
  5. Fan art of the herald and the goddess of death, by Sabira Langevin (source). Used with permission.
  6. Fan art of the Matron with the Everlight, by Nico Silva (source). Used with permission.
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