"Midnight Espionage" (2x12) is the twelfth episode of the second campaign of Critical Role. Hijinks ensue as the Mighty Nein attempt subterfuge in order to carry out the mission of the Knights of Requital...




  • Both sponsors from last week return to sponsor this week's episode:
    • Far Cry 5: "Far Cry 5" is set in the fictional Hope County, Montana. A fanatical doomsday cult known as "The Project at Eden's Gate" has taken control. If you have played it or you are planning to play it, you will hear Matt and Marisha somewhere in that cult. Laura always knew that Marisha was a cultist. Matt got to work on his Montanan accent for that game (he apologizes to the state of Montana). Fight against Eden's Gate in the most Far Cry way possible! (which is to say, "with extreme force") It is currently encompassing Brian Wayne Foster's life...he's just vanished over the last couple days since the game's release. Jess Black is voiced by friend of the show Julie Nathanson.
    • D&D Beyond: Our continuing sponsor for Campaign 2 is D&D Beyond! For the sponsor ad, Sam brings back "an old friend of the show": Brodie Slater (much to the horror of Laura and Matt). When he's not surfing or skateboarding, Brodie is "chillaxing" with his friends and playing some "gnarly" roleplaying games. Brodie is partial to "deadEarth", "Empire of Satanis", and "F.A.T.A.L." [yes, these are all real RPGs], but Brodie's "brohemes" are hooked on D&D 5th edition and D&D Beyond. And if there's one thing Brodie Slater loves more than "shacked Eskimo rolls", it's diligent organization. Right now, you can go to D&D Beyond's Facebook page and leave a comment about your favorite moment of Episode 11 of Critical Role to be entered for a chance to win a legendary D&D Beyond bundle! When Brodie said F.A.T.A.L., it finally clicked with Matt what kind of person Brodie is. Matt asks people not to play F.A.T.A.L.: it's the worst. Sam insists that Brodie Slater is a fan favorite (true, the only fan is Sam, but it still counts in his mind).
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  • Talks Machina is every Tuesday evening. Critical Role just finished their panel at WonderCon this past Sunday. You can watch that episode on YouTube, Geek & Sundry's Twitch, and Project Alpha. The Talks Machina for tonight's episode will be Tuesday, April 3, 2018 at 7:00 PM PDT, with our fantastic host: Brian W. Foster. Please come join them! Laura's mom called her today and told her that she's watching her on the WonderCon panel. Laura's reaction was immediately: "Oh no, what did I say...?!?" Travis tells Laura that her language was actually pretty good that day. Matt remembers that the back of the name cards had reminders not to use bad words, but the cast still dropped a few. The cast is only human...except for Taliesin.
  • The podcast of Episode 11 ("Zemnian Nights") is now available on the Critical Role Podcast.
  • C2E2 is coming up next weekend (April 7-8, 2018) in Chicago, Illinois. You can find information about panels and signings on Geek & Sundry's Twitter and Critical Role's Twitter! Liam asks if Travis is pre-rolling his dice now. Travis insists that it was just one roll. Laura insists that it's true love. Marisha claims that it was definitely more than one roll. Matt warns Travis that they'll be watching him like a hawk from now on, so Travis swears never again...damn you, O'Brien!
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  • merch update from Laura: No new merch per se. Just reminding everyone that the wonderful shirt Laura is wearing is still in-store. Matt says it looks good on her even when she's preggers. Liam insists it looks even better, to which the rest of the cast agrees. It's officially Laura's maternity shirt.

Previously on Critical Role

"So, last we left off: The Mighty Nein had gotten seemingly in-bed with a rebel group, who had been meeting in the interior of Zadash. Unhappy with some members of the local government of the city, they had been trying to discover a way that they can discredit some of the corrupt individuals that have been causing some strife in the city to some of the locals. You had met with some of these individuals a few times and discovered that there was an end of harvest gala that was arriving fairly soon. And that was going to be a distraction period to allow them to infiltrate the abodes of two individuals in particular: Lord Sutan and the High Richter Prucine.

"You had discussed with them, last time, a plot - fixing their seemingly not-very-well-put-together plot into a better direction (thankfully) - to acquire a wax seal within the home of Lord Sutan, to create a letter that you feel would be incriminating. Then to infiltrate the High Richter's home, do the same, and then report them to the Lawmaster or whoever else you think would be of higher estate..."

Part I

The Mighty Nein discusses their plans, deciding they need to try to get handwriting samples for Lord Sutan and Dayana Prucine, the High Richter, so that their forgeries will be more convincing. The plan seems to be to leave something in Lord Sutan’s house that would make it seem that the High Richter has ordered a hit on Orentha Stonegrasp, the Lawmaster of Zadash, and also fake communications with the Myriad, thus tying Sutan to the Myriad and to the High Richter. Then at the Richter’s house, they will leave forged documents using Lord Sutan's seal, and also communication with the Knights of Requital. They decide to go to Dolan and Horris's house to see if they have addresses for Sutan and the Richter.

Fjord uses Disguise Self and knocks on their door, identifying himself as bringing word from the Mighty Nein, and is admitted. They tell him Lord Sutan lives in the Gilded Willows in the Tri-Spires, and describe the house. Dolan and Horris tell Fjord that Lord Sutan writes to his son, Ren, if he's looking for handwriting samples. Ren took over their old medical practice, and they tell Fjord its location. The Metagaming Pigeon, in the form of Sam and Laura, unsuccessfully attempts to remind Fjord to also ask about a writing sample from the High Richter. Fjord takes his leave. When he reports back to the party, Caleb gently reminds him they really do need the High Richter's handwriting, and he goes back to the door to ask, but Dolan and Horris don't have one.

They decide to split the party, with Jester and Beau doing reconnaissance on Lord Sutan's house, and the rest of the party visiting Ren's practice to look for samples of his father's handwriting. Jester and Beau find the house fenced with pointed-top iron bars, locked gates, crownsguards, and a mastiff on a chain. There are some tall trees near it, however. On the way back, they buy a grappling hook and a rope.

Meanwhile, Fjord, Molly, Caleb, and Nott make their way to the Guided Hand Infirmary. Caleb sends Frumpkin to look in all the windows, but they are all patient rooms, not offices. They decide to disguise themselves as sick people to get in, create a distraction, find the office and go through the papers there in hopes of finding a letter from Lord Sutan to Ren. Molly uses various food both for fake vomit and painted on every part of his body, while Fjord develops a hacking cough. Caleb disguises himself as a half-orc woman and carries Nott in like her baby. Molly and Fjord go in first, making a large ruckus, but Caleb and Nott are accosted by Ren. Frumpkin attacks Ren, clawing him, and Ren goes into his office. In the uproar, Molly gets locked in a patient room. Mayhem ensues as the others try to get out safely as the staff realizes something is very off about these patients, eventually throwing out Caleb and Nott while shouting for the Crownsguard, but they manage to escape.

While that is happening, Fjord sneaks into Ren's office, grabs a handful of random papers, stuffs them under his shirt, and strolls out. Molly jumps through the window, shattering the glass. They all heave sighs of relief, but unfortunately, none of the papers are from Lord Sutan or the High Richter.

Jester writes a note suggesting the High Richter wants the Lawmaster killed at the Festival the next night, to be left in Sutan's house. Nott writes a note in Thieves' Cant saying that everything is in place for the Festival. They stress they need to leave no trace of their entry into the houses.


  • "Far Cry 5" trailer
  • International TableTop Day (ITTD) 2018 trailer
  • "Asinine Wisdom" Season 2 trailer
  • "Outbreak: Undead" RPG, 2nd edition ("How to Play" by Becca Scott)
  • "We're Alive: Frontier" trailer

Part II

As the Mighty Nein all prepare for the evening's rest, Nott talks to Caleb and asks him to identify the bracelets she found on the skeleton in the basement of the Leaky Tap. Caleb is rather taken aback that there's a dead person in the basement, but identifies the bracelets as just pretty, and potentially valuable. Nott asks if magic items will help Caleb learn, stressing she wants him to succeed because she knows he'll do great things.

The next morning, everyone buys costumes to fit in with the Festival-goers that evening, and some sausages for the mastiff. Jester writes another partial note, burned on top with just the signature of the Knights of Requital, and another suggesting the Knights are involved in the assassination plan for the Lawmaster.

In the evening, they head for the sewers, and Jester distracts the guard while the rest sneak in. Jester goes to the Song and Supper Inn and gets Ulog, bringing him back with her through the Tri-Spire gates, where they meet the rest of the party and creep through the Festival-goers toward Lord Sutan's residence.

Sutan Heist

Molly, Fjord, and Frumpkin stay outside the walls while Beau, Caleb, Jester, Nott, and Ulog use a grappling hook and rope to climb onto the roof. Beau removes a loose patch of shingles, revealing a trap door to smuggle the party into the attic. Once in the attic, another trap door leads into the house proper.

Jester uses Locate Object to find the wax seal in another room, the master bedroom, where a rug and a metal cabinet give off magical auras under Caleb's Detect Magic. Jester realizes the seal is underneath the rug. Beau notices a brick in the fireplace that dispels the magic around the cabinet. Nott uses Mage Hand to gently peel back the carpet uncovering a hinged cubbyhole, but the carpet (a Rug of Smothering) comes to life and attacks, enveloping and smothering Nott. All damage done by others to the Rug is split with Nott, who eventually goes unconscious, with one failed death save. The rug releases her and envelops Beau instead. Caleb uses his Greater Healing Potion to bring Nott back to consciousness. The party manages to shred the rug and Jester immediately heals the now-unconscious Beau.

Nott unlocks the cubbyhole the rug was concealing, which holds a small chest. Nott opens the chest without checking for traps, triggering a paralysis trap. The chest contains a seal, along with a small magical river stone, which Caleb nabs secretly while the others are arguing. They find some of Lord Sutan's handwriting and Jester forges several letters and seals them. Jester also leaves behind one of her pamphlets for the Traveler.

While carrying the paralyzed Nott back over the rope to outside the wall, Jester falls but manages to save Nott. When Mollymauk steps forward to cover for her fall, they are both escorted out of the Tri-Spires, necessitating a journey back into the Tri-Spires through another gate. In the meantime, Nott's paralysis wears off.

Prucine Heist

The party meets up at the High-Richter's house. Molly and Beau remain outside while Jester and Fjord deceive their way into the house disguised as Prucine and a crownsguard. Caleb, Nott, and Ulog sneak in the back door. Molly attempts a "mild busk" on the street during the heist, but is forced to stop by the Crownsguard.

In the house, Jester and Fjord find Prucine's bedroom and Caleb, Nott, and Ulog join them there. Jester discovers a copy of The Courting of the Crick under Prucine's bed. Caleb notices a magical essence from a rolltop desk as Ulog lockpicks it open, emanating from what appears to be a spell case within it. They place their prepared letters in the room.

In the desk, Ulog discovers a note detailing his wife's innocence and the fact that Prucine falsely imprisoned her, and takes it. As the party leaves the room,

Fan art of Fjord threatening Caleb, by Hugo Cardenas.[art 1]

Caleb attempts to take the spell case, but Fjord sees him and holds the falchion to his throat, threatening to kill both him and Nott, who comes to Caleb's defense as the rest of the party watches from the landing. Caleb walks out of the room. Downstairs, Prucine arrives and opens the front door, discovering them. She rings a bell to summon the guards, gloating about the fact that everyone in the house will be spending a life sentence in the Umber Dungeon. Ulog entrusts the note about Iliana, his wife, to Caleb, charging at Prucine with a magical bead and detonating a fireball that kills them both and knocks out Caleb. Fjord uses a potion to wake Caleb up, and the party quickly absconds from the smoldering house. Nott steals the spell scroll once the rest of the party can't see her, then escapes through the shattered windows of the High Richter's home.

Escape to the Sewers

Fan art of Attack on Zauber Spire, by BlackSalander.[art 2]

The Crownsguard stationed outside the home begin to ram open the front door, but are distracted by the implosion and near collapse of the Zauber Spire. Two figures at the top of the spire take flight, while two other figures emerge from the hole left by the implosion and leap to the ground. The gliding figures give chase, casting bolts of lightning from their hands at the individuals below. One of these figures is a human in his 70's with long white hair.

Fan art of Collapse of Zauber Spire, by GalacticJonah.[art 3]

At the back wall of the High Richter's home, the Mighty Nein reunites and flees to the sewers amidst the chaos of the frightened gala attendees. As the group makes its way to the sewer entrance, the flying mages scan the streets, one of them striking a shadowy figure on the ground with a bolt of lightning. Beau gets a brief glimpse of a blue-tipped glove on the hand of the smoking, lightning-struck body being dragged away by guards.

The group eventually makes it to the sewers, still reeling from the terror aboveground. However, they gradually become aware of blood spatters on the ground. Caleb illuminates the space with Dancing Lights, revealing a heavily wounded individual clad in black, insect-like leather armor clutching a faintly glowing dodecahedral object of some sort. The armorclad figure spits some phrases of Undercommon at the party, and as Caleb attempts to cast Comprehend Languages, the figure draws its blade and lunges at him.

Featured Characters

The Mighty Nein





Adjustment Count Item Source Destination Notes
Acquired 1 grappling hook shop Beau
Acquired 1 50 foot of hemphen rope
Expended 3 gold Jester shop Jester paid for Beau
Acquired 1 egg based meal shop Molly
Expended 8 copper Fjord shop
Converted 1 egg based meal Molly Molly's sick to make Molly look sick
Acquired ? Ren's papers The Guided Hand Infirmary Fjord multiple pieces of papers from a desk
Acquired 1 thieve's chant letter table Nott
Acquired 1 mask shop Nott
Acquired 1 mask Caleb
Acquired 1 mask Jester
Acquired 1 mask Fjord
Acquired 1 mask Beau
Acquired 1 mask Molly
Expended 3 gold Molly shop
Acquired 2 string of sausages shop Caleb
Expended 1 silver Caleb shop
Acquired 2 forged letter Jester Jester
Transferred 1 string of sausages Caleb Frumpkin
Expended 1 greater potion of healing Caleb Nott
Acquired 1 magical stone Sutan's office Caleb
Acquired 1 forged letter table Jester
Relinquished 2 forged letter Jester Sutan's safe
Relinquished 1 thieve's cant letter Nott Sutan's office
Relinquished 1 traveler phamflet Jester Sutan's office
Converted 1 grapling hook Schmidt unusuable grapling hook
Relinquished 2 forged letter Jester Prucine's office
Expended 1 healing potion Fjord Caleb
Acquired 1 Ulog's wife paper Ulog Caleb
Acquired 1 scroll case Prucine's office Nott


  • Nott: Step One is 'find documents'...this is the most exciting thing we've ever done!
  • Sam: There's a Metagaming Pigeon in this...
  • Matt: Can we please make the Metagaming Pigeon a thing now? I’ve played with a few in my time.
  • Marisha: He took an hour to cosplay his dick!
  • Beau: Why are you covered in mayonnaise and egg?
  • Caleb: If we have no other options...Frumpkin can come back in and make mayhem again.
  • Nott: How do you DO that, where you just look at something and you just see what it is?...You know so many spells and so many things.
  • Beau: We're basically gods, okay?
  • Fjord: (confronting Caleb and Nott) My hand starts to glow with Eldritch Blast energy. I will fucking leave both of you here. We’re either a team, or you’re working for yourselves. Decide.


  • Sam's giant flask bears a message saying "AT DAWN WE FAIL" in this episode.
  • This was the first appearance of The Metagaming Pigeon.
  • It was later revealed[1] that the two flying Empire mages were Trent Ikithon and Oremid Hass.
  • The in-game date at the beginning of this episode was 28 Sydenstar 835.[2]

External Links


  1. See "Unwanted Reunions" (2x88) at 3:29:24.
  2. See CritRoleStats' running game calendar.


  1. Fan art of Fjord threatening Caleb, by Hugo Cardenas (source).  Used with permission.
  2. Fan art of Attack on Zauber Spire, by BlackSalander (source).  Used with permission.
  3. Fan art of Collapse of Zauber Spire, by GalacticJonah (source).  Used with permission.
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