"Strange Bedfellows" (1x03) is the third episode of the first season of Critical Role. After saving Grog, the party comes across a duergar war camp controlled by a mind flayer.  After a failed initial attack, Vex'ahlia and Keyleth find a powerful and unlikely ally.



  • The promos were cut short due to technical difficulties.


  • The cast all introduce themselves.
  • Matt announces that the game Pillars of Eternity just launched. Both Matt and Liam voice characters in it.
  • Final Fantasy Type-0 is also out; Orion voices Nine and Matt voices Trey.
  • Laura plays a character in Tales from the Borderlands, which just released Episode 2.

Previously on Critical Role

"The party was hired to go into Kraghammer seeking Lady Kima of Vord, who is a renowned folk hero, a halfling paladin, much-renowned follower of Bahamut, the platinum dragon of justice and good. [She] went on a vision quest, apparently seeing some sort of evil brewing beneath Kraghammer, and went on her own to seek it and destroy it. [But she] hadn't been seen for many weeks, months even since, so the party has then gone to Kraghammer attempting to locate her.

"After some conversing, some brawling, [and] some interesting circumstances they found information that she disappeared into the mithral mines just underneath the lower circle of Kraghammer. They've since battled a few creatures; apparently these strange monstrosities are coming out of the mines recently and they've had dwarven miners being taken and disappearing. [The party] went trudging into the mines, found one of the series of tunnels that had broken into the mines from some other source, encountered a few umber hulks, were ambushed by some duergar which are subterranean dark ashen-gray messed up dwarves, and an intellect devourer which proceeded to blast Grog, reduce his intelligence to zero and leave him catatonic and brain dead."[1]

Part I

Wake Up, Grog

In a subterranean cavern with a deep underground river, Grog has collapsed face-down on the ground drooling, and all but one duergar has been destroyed. The rest of the party catches up to him. Vex and Keyleth slap Grog across the face a few times. When they get no response, Scanlan says, "Someone, quick, draw a dick on his face." Percy tries a medical examination, and finds that Grog has suffered very little physical damage.

Regarding the creature that attacked Grog, Tiberius explains, "It's clear that when that brain-thing hit Grog with his zapper-thing that it rendered him unconscious. I would assume that it is a magical creature just based on the attack alone." Vex and Scanlan sarcastically thank Tiberius for his explanation.

Keyleth thinks she might have heard of a spell that can cure Grog, but she'd have to pull out her books and relearn it. Grog slowly flatulates. Vex smells it. "Another ass cloud; lovely."

Interrogation of a Duergar

Not getting anywhere with Grog, the party interrogates the surviving female duergar. She is bald, has a nasty, pale, sunken face, clouded eyes—no visible pupils—, and her teeth are yellow, gnarled, and sharp.[2] She is coughing up blood and has a wound in her shoulder from the fight. Scanlan suggests they should heal her, but Vax and Vex disagree. "We'll heal her after she talks," retorts Vex.

Vax puts his dagger to the duergar's throat and holds her while his sister questions her.

Vex:  [in Undercommon] What did you do to our friend?
Duergar:  I didn't do anything. That was the brain's work.
Vex:  What did the brain do to our friend?
Duergar:  Took care of your friend. He's gone now. He's all dead inside. Kaputski.
Vex:  What are you here for? [in Common, to Vox Machina] What should I fucking ask her?
Percy:  How do we fix it?
Vex:  [in Undercommon] How do we fix it?
Duergar:  Bury your dead weight.
"Strange Bedfellows" (1x03) from 0:10:12 through 0:10:51

Vax is tempted to press his blade at her throat. Percy fires his gun off into the distance and presses the hot barrel to the duergar's shoulder wound, cauterizing it. She howls in pain. Tiberius uses his Mage Hand to poke her in the face and she tries to move away from it but can't avoid it.

Vex:  Who do you work for?
Duergar:  You fell, surface slime. You have already fallen. The masters gather the sheep. You shall all be harvested for K'Varn.
Vex:  Who is K'Varn?
Duergar:  K'Varn is the one who rules these caverns. The one who guides us to take the surface back.
Vex:  [Common?] To take the surface back. [Undercommon] Is K'Varn the one making creepy zombie monsters?
Duergar:  K'Varn likes to tinker with the fleshlings, yes.
Vex:  Where is K'Varn located? Point the direction.
Duergar:  Deep.
Vex:  What is K'Varn?
Duergar:  You'll see.
Vex:  No. You'll tell me, now.
Duergar:  [nothing]
[Vex slaps her across the face. Tiberius pokes her more.]
Duergar:  My life is already forfeit. I'm just relishing your faces, knowing that they will be gnarled and twisted soon enough.
Vex:  Before we end your life, tell us, have you seen a small halfling?
Duergar:  [laugh] There was a halfling, aye. She was foolish enough to come down here alone. She's dead now. We've taken her life, and it was delicious.
[Vax drags her to the cliff edge.]
Vex:  All right, it's your last chance. Give us something useful, and we'll end this painlessly. Don't, and we'll make you suffer.
[Vax takes out his Dagger of Venom and drips poison down the blade.]
Duergar:  Your friend is dead. All is lost. You came for nothing.
[Vex intuits that the duergar is lying through her teeth to spite them.]
Vex:  We know you're lying. [and points menacingly]
Duergar:  Regardless, we have her. She's down below. Soon enough, you'll see what she'll become, this halfling.
Vex:  We'll rescue her. And we're going to kill your god.
"Strange Bedfellows" (1x03) from 0:11:58 through 0:16:10

Vax slits her throat and lets her body tumble over the cliff into the river below.

Wake Up, Grog, Part II

The party break for the night. Scanlan takes an umber hulk head, puts it on a stick, and plants it right outside their camp as a warning to others. Vex loots the bodies of the duergar and finds a gnarled, bleached bone, which Tiberius learns is a Wand of Magic Missiles and gives it to Scanlan. Keyleth casts Antilife Shell and begins studying.

While studying, Keyleth notices a fresh but well-carved symbol on the wall above the fire pit, but she doesn't know what it signifies. She takes an impression of the symbol with paper from her spellbook. When Vax and Vex take their watch, they also notice the symbol but don't know what it means. During Tiberius's watch, he discerns that it is a symbol of Bahamut and used as part of a protection ritual. Tiberius tells Scanlan that the symbol is "a good thing", and that Bahamut is the nicer of the two between him and Tiamat, who is "a total asshole." They reason that Lady Kima came this way and inscribed the symbol.

As they finish their discussion, they feel a rumble in the ground. "Grog's probably farting again," suspects Scanlan. "No, I think we should alert the others," says Tiberius, squirting water in everyone's face with Prestidigitation.

Everyone wakes up and the rumbling stops. Keyleth prepares her ritual to heal Grog, lighting incense and setting out an idol of Pike. Trinket gives her a massage and Scanlan provides some meditation music, "Ha ha ha ha, you know you got to cure Grog."

Beginning the ritual, Keyleth sprinkles earth from her home around Grog, closes her eyes and attunes herself to the earth around them. Scanlan tries to convince the girls that a kiss might revive him. Vex obliges; she thinks it helped. As Keyleth completes the ritual, Grog's eyes begin to clarify and life returns to his face. The party, except Tiberius, cheers. Grog gives Keyleth a big hug and pours her a goblet of ale. The group toasts Grog, and Trinket nuzzles him happily.

Investigation of the Goblin Village

Looking to pick up Lady Kima's tracks, Vex finds signs of fleeing in the direction from which they came, partially decomposed goblinoid corpses, and drag marks similar to those found in the mine.

The party moves to the outskirts of some huts. Vax and Vex stealthily creep up to the nearest building, and they now see that the buildings have been smashed, and they find more corpses. The rest of the party approaches slowly. As Tiberius moves closer, the light emitted from his staff reveals even more bodies, some of them dwarven that look like they were partially eaten. On one of the bodies has very finely-crafted leather armor. Vex notices that some of the goblin bodies have a uniform wound:  a puncture wound in their skulls. Whatever made the wound appeared to remove what was inside the skull, as it is mostly vacant.

Vax recalls, from teachers in Syngorn, beings that steal their victims' brains and digest them—something much worse than the intellect devourer they encountered earlier. The party discuss defensive options but ultimately merely choose to proceed cautiously.

Duergar Warcamp Infiltration

Up ahead in the distance they see a moving light source. Vex tells the group to be quiet. A large group of humanoid figures are moving away from them. Vax and Vex scout ahead. Upon reaching the outskirts of the goblin village they see a crevasse with a rope bridge spanning it. The humanoid figures are traversing the bridge; with them are three dwarven miners.

Vex gets the Carpet of Flying from the Bag of Holding. She, Vax, and Scanlan fly over the bridge. As they maneuver over the crevasse, they can see long, thin, trickling streams of molten lava over a thousand feet below. On the other side of the crevasse is a temporary-looking shantytown for thirty or forty duergar and other—larger—creatures. A tunnel is directly on the other side of the encampment.

Swooping under the bridge into the crevasse, the carpet crew look for another passage but find none. Scanlan decides to invisibly slip into the camp to follow the duergar with the dwarf hostages, while Vax stays near the bridge and Vex goes back to get the others.

While Scanlan is in the camp, he sees that there are two trolls and two ogres inside, and that the duergar are preparing for war. All of them have white pupil-less eyes. There is a raised, wooden platform in the center of the town where six guards in blackened plate armor stand. Two figures approach the platform from a stone barracks nearby. One, a duergar, is wearing similar armor to the guards but with silver and gold scrolling and wearing a long, dark, tattered purple cape, and a scar across the cheek that leads into a gnarled grey beard. On its back is a gargantuan scabbard holding a two-handed sword. The second figure is very tall, lanky, wearing long black and purple robes and a hood obscuring its features. It doesn't walk but drifts above the ground when it moves. It reaches with its arm; all the duergar turn towards it. It beckons loosely in Scanlan's direction.

One of the dwarf captives is led up to the platform. At first the dwarf resists, but, when it looks at the robed creature, its limbs go limp and it moves forward mindlessly. The creature reaches out with its hands to pull the dwarf forward. Writhing, purple tentacles come out of the hood, wrapping around the dwarf's head, pulling towards its mouth. There is a brief struggle and then the body of the dwarf goes limp. The tentacles unravel and the creature pulls back with dwarf blood dripping from its toothy maw. The dwarf's skull has a hole bored into it, like the goblins Vex discovered earlier.

The hooded figure nods towards the duergar general and they walk back to the barracks. Scanlan continues to follow the captives as they are dragged towards a tent on the western side of the town. From inside can be heard angry dwarven voices, some thuds, and cries of pain. The guards come out with blood on their weapons.

Scanlan heads back to his friends and relays what he saw.


Part II

The Plan

The creature that Scanlan saw seems to confirm what Vax was saying earlier. Tiberius consults his books and learns that it's called a "mind flayer" or possibly "mind slayer"—the description was illegible. "I got water on it," he apologizes.

After learning that it isn't very tall, despite an inaccurate account by the short gnome, Grog is all for "fucking it up". Vex exasperatedly urges caution, "Do you want to be unconscious again?" "It was rather restful," Grog endorses.

Keyleth eventually recalls a fable she heard as a child of creatures called illithid that would take your mind. They were usually not solitary but kept company with a colony.

❝We used the landscape to our advantage.❞  –Grog's Thought of the Day™[3]

Using Grog's suggestion, the party comes up with a plan to cause a distraction in the camp. Vax, acting as bait, and Tiberius, using his Deck of Illusions, will try to lure the duergar and the illithid toward the crevasse. Keyleth will cast Hallucinatory Terrain, hoping that they will be fooled into thinking that the ground is solid for an extra forty feet and fall down to the lava river below. If that fails, once their main force is on the bridge, Grog will cut the rope holding the bridge.

Keyleth casts her spell. Vax and Tiberius make their way across the bridge. Once on the other side, Vax clicks his Boots of Haste and starts yelling insults into the camp. As he does that, Tiberius tosses out three cards from his deck. Rising up from the first card:  a hideous-looking lich. The second card produces a veteran warrior, and the third, a red-skinned dragonborn, an exact duplicate of Tiberius. These antics appear to work, as two trolls and an ogre approach their location.

Vax flips them "the double bird" (both middle fingers) and starts walking backward. Four duergar hurl javelins in his direction. One of the trolls lunges for the lich and stumbles as he meets only air. The second troll goes for the illusion of the veteran and falls right off the edge of the cliff. The ogre comes after Vax, who is now on the bridge; it falls off the cliff, as well as the other troll and four duergar. The remaining duergar begin to suspect something. Tiberius moves back and commands his illusions to follow.

The duergar, who are members of the elite guard, feel for the edge of the bridge and begin hacking at the ropes. Both Percy and Vex take shots at the duergar. Vex misses and Bad News misfires. Vax pulls out the Carpet of Flying, but the bridge gives out from beneath his feet.

Vax manages to leap onto it, but he feels a creepy sensation at the back of his head. The illithid has emerged. Vax's awareness fades, his body goes numb, and he begins to fall. Tiberius flies to him, grabs him, and pulls him to safety. The carpet, however, continues to plummet.

Percy cleans his gun and fires again at the illithid, knocking it off its feet. It tries to rise and Percy fires a third time. It misses, but the illithid and the remaining duergar retreat.

Exploring the Crevasse

Fan art of Keyleth and Vex'ahlia discovering Clarota, by busy-matches.[art 1]

Vex looks into the crevasse hoping to find another bridge. Instead she sees the carpet, entangled in the cut bridge. Tiberius glides down and retrieves the magic carpet. While down there, he sees the waterfall dropping into a pool of water. Back on the cliff, Tiberius suggests they explore. Vex agrees that they need to continue downward.

Tiberius goes back down; Keyleth and Percy follow on the carpet. The pool of water diverges into several underground rivers. Three vents in the cliffside have lava pouring out of them, which pools, cools, and hardens when it hits the water. A second, smaller waterfall is also pouring out of the mountain and meeting the river. In the pool are the two trolls and the ogre trying to stay afloat. As they watch, one of them gets pulled under the water.

Keyleth casts Control Water and moves some of the water from the pool to cool the lava flows, trying to stop the flow through one of the tunnels enough to go inside, but the effort is too much, so they head back to the others. On their way up they see the second troll being pulled under the water.

Vax suggests flying over the encampment. But some of the others think they won't be able to get high enough out of the range of the mind flayer and the duergar's ranged weapons. Vex and Keyleth want to continue exploring below, which Scanlan is particularly against, not seeing any advantage. Vex reasons with Scanlan that she can look for tracks which might lead to Lady Kima's location.

Grog, tired of all the talking, calls a vote. Grog, Percy, Scanlan, and Vax want to head towards the duergar warcamp. Keyleth and Vex want to explore the tunnels below. Tiberius abstains, as "[a] Draconian does not vote!"

Despite losing the vote, Keyleth and Vex steal the flying carpet and head below, while the boys stand at the edge of the cliff shrugging. On the way down, they no longer see the ogre in the water.

Keyleth parts the water flow coming out of one of the tunnels, and reveals another tunnel below. Keyleth changes into a panther, they both stealth, and they head into the cave. Tiberius, who followed them, takes the carpet back to the top to get the other members of Vox Machina.

Vex finds scratch marks and dwarven footprints in the mud of the tunnel, but it is only 25 feet deep. They also find skeletons, partially decomposed bodies, and what looks like a pile of rags in the corner.

❝They're not going to find anything.❞  –Scanlan[4]

Vex slowly ventures farther into the alcove. What she thought was a pile of rags turns out to be an unmoving humanoid figure, curled in a ball. The figure rouses, startled. It is a scarred, filthy, desperate illithid. Keyleth tries to befriend the creature, unsuccessfully. Vex takes over the negotiation, offering revenge. This interests the illithid, named Clarota, and he agrees to meet their allies.

Fan art of Scanlan singing a song to heal Clarota, by Darragh R. Farrell.[art 2]

When Tiberius reaches the top, Grog is adamant that the girls handle whatever they've found by themselves. So when Vex calls to Tiberius to send that "fucking carpet back down", Tiberius responds with "everyone's being buttholes."

Clarota rides the carpet up the crevasse. When they reach the top, the others are extremely alarmed to see what is with them, but Vex calms them down. Clarota discusses what has happened in the Underdark and his motives with the party, which seem genuine.

Featured Characters

Vox Machina


  • Warcamp Illithid
  • Duergar General
  • Clarota


  • Female duergar: All her fellows killed by Vox Machina in "Into the Greyspine Mines" (1x02), they then interrogate and kill her.



Adjustment Count Item Source Destination Notes
Acquired 125 gold Dead duergar Vex'ahlia Vex takes 125 gold from one of the dead duergar.[9]
Acquired 1 Wand of Magic Missiles Dead duergar Scanlan Vex finds a wand on one of the dead duergar. Tiberius identifies it as a Wand of Magic Missiles and gives it to Scanlan.[10]
Acquired 1 Studded Leather Armor +2 Goblin village Vax'ildan Vax takes some finely-crafted leather armor from a dead dwarf in the goblin village.[11]
Transferred 1 Carpet of Flying Bag of Holding Vex'ahlia She, Vax, and Scanlan fly over the bridge for reconnaissance.
Transferred 1 Carpet of Flying Vex'ahlia Grog Grog tests if the Carpet of Flying can hold him. It can't.[12]
Transferred 1 Carpet of Flying Grog Vax'ildan Vax'ildan uses the carpet to span the crevasse after taunting the duergar in the warcamp.
Relinquished 1 Carpet of Flying Vax'ildan environment Vax loses hold of it when he is influenced by the illithid.
Acquired 1 Carpet of Flying environment Tiberius Tiberius rescues the Carpet of Flying.
Transferred 1 Carpet of Flying Tiberius Keyleth Keyleth and Percy use it to fly down the crevasse. And then Keyleth and Vex take it down.
Transferred 1 Carpet of Flying Keyleth Tiberius Tiberius takes the carpet with the intent of getting the others.
Transferred 1 Carpet of Flying Tiberius Keyleth and Vex Tiberius returns the carpet to the girls and they carry Clarota out.


  • Percy: Sometimes a lava cave is just a lava cave.[13]


  • The Earrings of Whisper are described in this episode.[14]
  • Vax calls Scanlan "Burt Reynolds" for the first time on-stream while persuading Clarota.[15]
  • "Strange Bedfellows" (1x03) is currently the shortest episode of Critical Role with a runtime of 2:36:16.

External Links


  1. See "Strange Bedfellows" (1x03) from 0:00:08 through 0:01:18.
  2. See "Strange Bedfellows" (1x03) at 0:09:00.
  3. See "Strange Bedfellows" (1x03) at 1:32:23.
  4. See "Strange Bedfellows" (1x03) at 2:16:41.
  5. See "Strange Bedfellows" (1x03) at 0:24:34.
  6. See "Strange Bedfellows" (1x03) at 0:12:00.
  7. See "Strange Bedfellows" (1x03) at 0:13:40.
  8. See "Strange Bedfellows" (1x03) at 0:25:10.
  9. See "Strange Bedfellows" (1x03) at 0:18:13.
  10. See "Strange Bedfellows" (1x03) at 0:18:27.
  11. See "Strange Bedfellows" (1x03) from 0:49:52 through 0:50:06.
  12. See "Strange Bedfellows" (1x03) at 1:35:43NSFW.
  13. See "Strange Bedfellows" (1x03) at 2:08:02.
  14. See "Strange Bedfellows" (1x03) at 0:41:15.
  15. See "Strange Bedfellows" (1x03) at 2:30:58.


  1. Fan art of Keyleth and Vex'ahlia discovering Clarota, by busy-matches (source).  Permission needed.
  2. Fan art of Scanlan singing a song to heal Clarota, by Darragh R. Farrell (source).  Permission needed.
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