"Encroaching Waters" (2x34) is the thirty-fourth episode of the second campaign of Critical Role. The Mighty Nein investigate the watery underbelly of Nicodranas, and find more danger than they bargained for...




  • First, we have two fantastic sponsors returning from the beginning of the campaign:
    • First, our friends at D&D Beyond: "Sam" (The Wackiest Guy in D&D) loves D&D Beyond. Laura asks him to do Nott's voice, which "Sam" does: "Pip-pip, cheerio! Mystery solved! Buttons!" "Waterdeep: Dragon Heist" is an adventure for characters levels 1-5, and "Waterdeep: Dungeon of the Mad Mage" will allow characters 5-20 to explore the legendary Undermountain. Suddenly, the real Sam interrupts and tells Producer Max to get him out of his seat. Travis had asked Max to do pre-approved D&D Beyond ad, and had lied to Sam that the show was actually beginning at 7:15 pm. After last week's rough ad spot, Sam can't be trusted anymore. Sam is offended that they thought nobody could tell the difference between Sam and Max. Travis says that Sam can do the ad he had written on his phone...as long as it doesn't involve fart sounds, offensive stereotypes, cursing, violence, or inappropriate "giggles", "pickles" and/or "cucumbers". Thus, Sam reluctantly does Travis's ad with "inappropriate jokes". After a series of lame jokes, Sam reads, "Go Dallas!", and says "Fuck you" to Travis and throws it over to Matt. Liam misses "Long-Haired Sam".
    • Matt talks about our second sponsor: The Rook & The Raven.

Previously on Critical Role

Campaign 2 Tracker Map, Episode 34

Last we left off, The Mighty Nein had made their way southward, absconding from the tensions of the north Dwendalian Empire, to seek a few possible threads of mystery, to the south shores and coast of the Menagerie Coast. You made your way through the Wuyun Gorge, purchased a few pets, and then eventually found yourselves, for many of you, your first time, at the beach, seeing an ocean, seeing the waves, seeing the sand, and took a little brief bit of time to relish in that experience, eventually making your way to Nicodranas in time for the sunset across the western ocean.

You began to notice kind of the workforce that goes through the day, and dwindles to the night, that works alongside the numerous number of ships that come in, and then stay along the wharf, and the various docks in the vicinity. You made your way through the various districts of the city, eventually meeting the fantastic, and long presented mother of Jester, The Ruby of the Sea, Marion Lavorre. After having some time to catch up with her, exchange information about your travels, youd had discovered that there have been some issues with one client of hers within the town, and managed to gather a little bit of information, but began to seek more about this Algar, this figure who had grown jealous of other clientele, and seemed to be becoming a point of concern for Marion, and you took it upon yourselves to look into this individual, and possibly find a way to resolve this while you're in town.

You also began to run into some other curious mysteries, you went to the lighthouse, and spoke with the lighthouse keeper there for a bit, you had found a strange tower in the open quay, and then eventually discovered along the wharf, a tavern of familiar name, based on some of the previous things you were looking out for, the Wayfarer's Cove. You had just stepped into the darkened interior of this, the smell of old, wet wood, combined with the dry liquors, and ales that had long stained the various tables and floorboards of this dank and relatively musty bar. Looking across the clientele, a few interesting persons caught your attention, and that's where we left off.

Part I

Fan art of Orly, by MateuszWilma.[art 1]

Jester buys the tortle at the bar a drink and introduces herself. Orly is a bagpiper, second mate, and navigator normally, currently between ships. He doesn't know Sabian, but he does know Marius LePual, who's been waiting for something to be delivered. Caduceus tells him they may have that delivery, and Orly offers that Marius often hangs around the docks at night. Fjord wanders over to another customer in the bar and asks about the mysterious tower, but she doesn't know anything. She is, however, always looking for crew, and she's heading back to Marquet soon. She introduces herself as Captain Adella of the Drensala Vis. She also knows of Sabian, who works with Cadmus Leeland, pirate captain of the Widow's Embrace. At that moment, Yasha walks into the bar.

Yasha needs to go to some islands she has dreamed of. They introduce Caduceus to her, while Caleb asks the bartender about the mysterious tower that changes proportions as you approach it, but all the bartender knows is that it's some kind of illusion magic.

Fan art of Beauregard and her alter ego, "Traci", by Amy King.[art 2]

The group heads to the harbor and borrows a rowboat. They send Beau, pretending to be "Tracy" the Valley Girl, over to two patrolling Zhelezo guards and she picks up a conversation with one, Merpal, telling him she's from out of town and wants to see the Sluice Weave while she's here. He says there's a hidden entrance somewhere in the city, and some intake pipes in the harbor, pointing to a rough location. Although he tries hard to make a date with the flirtatious Tracy, Beau manages to escape back to the simultaneously aghast and vastly amused team.

They get into the rowboat, Fjord and Jester swimming alongside and Nott trying unsuccessfully to hide from them before they leave. Caleb turns Frumpkin into an octopus and throws him into the water. They find the tunnel about 40 feet down, blocked by a metal grate. Frumpkin goes in, finding it curves upward after about 60 feet and reaches a second grate and then the surface. The tunnel continues onward from there, past another grate and on into a room with a central pillar.

Yasha (with Octo-Frumpkin on her back), Jester, and Beau (holding one end of a rope) dive down to the first grate and succeed in breaking through it. They surface to report, then Jester and Yasha dive back down and succeed in breaking the second grate as well and reaching the air in the tunnel. They tie one end of the rope to the boat and one end to the first grate. The others try to persuade Nott to join them in swimming down, and Caleb casts Suggestion on her to convince her to try it. Nott, Beau, and Fjord join Yasha and Jester inside, Nott forgetting she's holding the weasel, who lives but isn't happy about it, joined shortly by Caleb, Caduceus, and Nugget.

The room they are in has about a foot and a half of water in it surrounding the central pillar, and a small grate off to one side that they are unable to move, so Caleb poofs Frumpkin to the other side of it. Just then, Beau notices the water swirling and forming small occasional whirlpools, then rising up into a basketball-sized swirl of water, followed by a second one. Beau throws two throwing stars into one, and they watch as two pseudopods of water emerge from a snarling face and both creatures rush toward them.


Part II

Battle is joined with the two small water elementals, who manage to hurt both Beau and Caleb but are finished off by Caleb and Nott. Octo-Frumpkin checks out the tunnel behind the small grate but it dead-ends at a grate he can't get past. They decide to move further down the main tunnel, with Frumpkin scouting ahead.

They reach a larger chamber about 100 feet in, with water filling the lower foot to foot-and-a-half of the floor. There are three grates: one left, one right, and one on the back wall. There are two platforms with small railings about ten feet above that lead to hallways that vanish further in, like large balconies protruding from the far wall to overlook the chamber. There is a faint dull teal-green glow under the water in the far center. As they approach, stealthily, they see a bit of light from the upper left hallway, hear a faint echoing sound, and talking.

They overhear that "Xundi is going to get an earful if he's slacking." Algar emerges onto the left balcony with two dwarven bodyguards. He speaks into a bracelet on his left arm, commanding Xundi to stand up. A large blue-green, faintly glowing, aquatic humanoid rises up, the lower half of his body made of swirling waters. Algar orders him to ensure enough water is being spun through "the engine". With hatred in his eyes Xundi replies, "Thy will is my bond," lifts his arms and raises a large wave of water beside him, a water elemental. At that moment, Xundi looks over toward the Nein and says, "Oh. Intruders." Algar sees them and orders Xundi to finish them off quickly. Roll initiative.

Screenshot of Xundi.[art 3]

The Nein are reluctant to attack Xundi the Genie, instead opting to go for Algar, his bodyguards, and the water elemental, but Xundi (and his water elemental) obeys his master's orders and tries to kill them. At one point, Algar is unconscious at two failed death saves when one of the bodyguards brings him back with a healing potion. Caduceus is whelmed by the elemental, and he and Caleb are knocked unconscious (although since Caleb has Molly's Periapt of Wound Closure he is stable). Jester brings Caduceus back, and Nott uses Mage Hand to give a healing potion to Caleb. Unfortunately Caduceus is knocked unconscious by the elemental again and Jester has to use Cure Wounds to bring him back a second time. Both bodyguards are killed, and Caleb is knocked out a second time by the elemental, but healed immediately by Caduceus. Fjord cuts the controlling bracelet off of the Beau-restrained Algar.

Featured Characters

The Mighty Nein






  • Beau: Sisterhood of the Traveling Dodecahedron! (after Nott suggested that it was the Beacon that kept bringing Yasha back to the Mighty Nein)
  • Jester: I'm afraid you are going to eat my weasel.
    Nott: No! I had a lot of seagulls yesterday for dinner, I'm very full still.
    Jester: You promise me you won't eat him?
    Caleb:That really sounds like a euphemism.
    Nott: I will not eat your weasel.
  • Fjord: Some people aren't scared of the water, Nott. It's actually quite safe.
    Nott: They are wrong. It's horrifying! There's monsters in it, you can't see down below, it can snuff you out in a few moments.
    Caduceus: You've just described every environment that life can manifest in.
    Nott: (later) Water is terrible. It tried to kill us! It actively wants to kill us!
    Nott: (later) There's water, water everywhere and all of it wants to kill me.




  1. Fan art of Orly, by MateuszWilma (source).  Used with permission.
  2. Fan art of Beauregard and her alter ego, "Traci", by Amy King (source).  Used with permission.
  3. Screenshot of Xundi.  "Dockside Diplomacy" (2x35) at 0:16:24

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