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Critical Role Wiki
This article is about the character. For the episode, see The Shade Mother.

The Shade Mother is the mother of the shade creepers. As an NPC, the Shade Mother is played by Matthew Mercer.


The Shade Mother was first seen attached to the wall of the Underrush Mines beneath Jrusar as a massive flat slug-like mass about 60 feet in length. One side of the mass tapered to a spindly four-limbed creature with a tree-like body. She had matted, tangled dark hair that tumbled from a bony, horned skull. Her eyes were black, soulless, and predatory.[2]

The Shade Mother used five devices implanted with brumestone to lift herself off of the ground and could detach portions of her body if needed.[3]



Emoth stated that the Shade Mother had existed in the depths of the mine for "some time". It was only recently, however, that she had "evolved".[4]

Campaign Three: Bells Hells[]

"The Tunnels Below" (3x15)[]

Bells Hells and the Green Seekers encountered the Shade Mother while pursuing Emoth Kade in the Underrush Mines. Chetney, who had gone ahead to scout, saw the Shade Mother attached to the wall talking to Emoth.

"The Shade Mother" (3x16)[]

The party battled the Shade Mother while capturing the mutated Emoth Kade. They escaped with Emoth when Orym used the Rope of Climbing to entangle the Shade Mother's tail in a running mine augur, holding her in place and unable to pursue them. When Imogen later read Emoth's thoughts, she learned they were all of the Shade Mother: "She will be free. She will be out. The night will come and all will join her and we will stop them. They will pay."[5]


Emoth Kade[]

Lady Emoth was one of the Shade Mother's children and sought to bring her to the surface world above to spread her influence.

Character information[]


  • Lair Action: Summon shade creepers.[6]
  • Legendary Resistance:[7] 3 per day.
  • Spider Climb[8]
  • Light Sensitivity: While in bright light, the Shade Mother has disadvantage on attack rolls.[9]
  • Telepathy[10]
  • Multiattack: The Shade Mother makes four claw attacks, which deal slashing and necrotic damage.[11]
  • Stinger: Deals piercing and poison damage, target makes a Constitution save or becomes poisoned.[12] The target repeats the Constitution save at the end of its turn to end the poisoned condition.[13]
  • Corrosive Nimbus (recharge 6): Each creature within 15 feet of the Shade Mother makes a Dexterity save, taking poison damage and becoming poisoned on a failure.[14] On a success, they take half damage and aren't poisoned.[15] A poisoned creature makes a Constitution save at the end of its turn to end the poisoned condition.[16]
  • Legendary Actions[17]
    • Move[18]
    • Stinger Strike: The Shade Mother makes a stinger attack.[19]
    • Claw strike: The Shade Mother makes a claw attack.[20]
    • Mother's Call: The Shade Mother forces a creature poisoned by her to make a weapon attack against another creature within range. The attack roll doesn't have disadvantage and deals extra psychic damage.[21]

Appearances and mentions[]


  • Shade Mother: Do not be afraid. Children! Come, let us speak. Let us learn. Let us join. You are in the embrace of the Shade Mother.[22]
  • Imogen Temult: What's your goal? What do you want?
    Shade Mother: I want family. I want to bring everything into our family. I want to share my love and epiphany where all can be one mind and blood, to climb up and bring us all together.[23]

Behind the scenes[]

According to Matthew Mercer, a "legit" inspiration for the Shade Mother came from the antagonist Queen Slug-for-a-Butt from Earthworm Jim.[24] The 3D-printed miniature was painted by Iron Tusk Painting.[25]


  1. See "The Shade Mother" (3x16) at 1:07:08.
  2. See "The Shade Mother" (3x16) at 0:13:50.
  3. See "The Shade Mother" (3x16) at 0:37:40.
  4. See "The Shade Mother" (3x16) at 3:10:43.
  5. See "The Shade Mother" (3x16) at 3:09:13.
  6. See "The Shade Mother" (3x16) at 0:54:24.
  7. See "The Shade Mother" (3x16) at 1:00:23.
  8. See "The Tunnels Below" (3x15) at 4:38:54.
  9. See "The Shade Mother" (3x16) at 1:08:07.
  10. See "The Shade Mother" (3x16) at 15:50.
  11. See "The Shade Mother" (3x16) at 2:08:48.
  12. See "The Shade Mother" (3x16) at 1:07:48.
  13. See "The Shade Mother" (3x16) at 1:17:29.
  14. See "The Shade Mother" (3x16) at 1:41:33.
  15. See "The Shade Mother" (3x16) at 1:42:04.
  16. See "The Shade Mother" (3x16) at 1:17:29.
  17. See "The Shade Mother" (3x16) at 1:04:16.
  18. See "The Shade Mother" (3x16) at 1:04:16.
  19. See "The Shade Mother" (3x16) at 1:07:48.
  20. See "The Shade Mother" (3x16) at 2:14:14.
  21. See "The Shade Mother" (3x16) at 1:22:13.
  22. See "The Shade Mother" (3x16) at 0:28:49.
  23. See "The Shade Mother" (3x16) at 0:30:24.
  24. Twitter logo Matthew Mercer (@matthewmercer) on Twitter: "She was LEGIT an inspiration for this. XD" (2022-03-10) — in reply to @Tiamat_ZX: "Looks like Queen Slug-for-a-Butt from Earthworm Jim."
  25. Iron Tusk Painting (irontuskpainting) on Instagram: post on March 15, 2022.


  1. Photograph of the Shade Mother mini, by Chris Lockey (source). 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.