"The Midnight Chase" (2x03) is the third episode of the first chapter of the second campaign for Critical Role.



Matt thanks Liam for his ever-creative vocabulary every week, right before the camera goes live.


  • Our sponsor tonight and for the foreseeable future is D&D Beyond: Sam is kind of losing his voice, so he has Laura read the ad copy. D&D Beyond is the official digital toolset for Critical Role. It's a great app...especially if you're the kind of superstitious gamer who thinks that the color or style of the dice actually affect how it rolls. Check it out at www.dndbeyond.com, and use the code "beginnings" to get 10% off any book in their marketplace. Also, Sam Riegel is a cockbag.
  • Talks Machina, hosted by Brian Wayne Foster, is hosted every Tuesday at 7:00 PM on Twitch and Alpha.
  • "A Show of Scrutiny" is now available on the Critical Role Podcast.
  • "Vox Machina: Origins #4" was released digitally yesterday (January 24, 2018). Matt loves Olivia Samson's art, and she actually came from the Critical Role fan art community.
  • Matt had his wisdom teeth removed last Saturday, so he apologizes that his cheeks are still a little puffy. Laura thinks Matt looks chiseled. Marisha says he looks fine, and it's all in his head.
  • Check out the charity 826LA. They do amazing programs on creative writing for underprivileged kids. If Critters have the opportunity to donate or donate their time to become one of 826LA's fantastic volunteers, that would be fantastic. Critical Role loves them and has been supporting them for a long time. Check them out, or if you live outside of Los Angeles, check out the 826 near your home.
  • That's it for announcements. That was really fast. Laura hasn't even finished rolling to "reset" her dice yet.

Previously on Critical Role

"So, last we left off: This intrepid band of slowly-converging-individual-stories-into-some-semblance-of-an-adventuring-party have found themselves caught up in an investigation. There was a Carnival that you had attended - of which Mollymauk was a part of - that had a terrible scenario occur: An older man who was at the Carnival had been transformed, in the middle of the performance, into some horrible undead creature that attacked and assaulted other people within the tent. You defeated it, and then since, have all been under investigation and been told that you can't leave the town.

"To try and absolve yourselves of any sort of doubt, you've begun to investigate what the cause is for this strange transformation. You've gone around the town, asking questions, meeting individuals...eventually finding yourselves back at the tent in the middle of the night. Past midnight in the early hours of the morning, sneaking into tents and asking members of the Carnival what they may know about what has transpired.

"Upon speaking with a number of members of the Carnival, two of the guards that were on-site suddenly fell dead where they were standing, writhing in pain as they passed. And you watched as a large shadow, of which you had confirmed being fiendish in nature, leapt northward towards the Ustaloch and out of sight. As both Fjord and Caleb had rushed out of the main tent to see the center of the camp, where these two bodies begin to rise up. Two more of the freshly-transformed, undead creatures, now angered and looking about for something to feast upone..."

Part I

We're Fighting Already?!?

"Detect Good and Evil" was Jester's third and final spell, so she only has cantrips left. No time to worry: Roll Initiative! Caleb and Fjord step out to see the zombie guards, who look to be about ready to rush toward the big tent where they are standing.

Beau immediately jumps into action and rushes out of the tent, attacking the zombie. She attempts to take out the zombie's leg but as she swings her staff slams against the guard's leg armor. In frustration, she performs Fury of Blows to the zombies face and breaks his jaw. Her second blow goes wide and she almost is bitten by the zombie.

Caleb uses Chromatic Orb to hit the zombie near Beau with a cold blast. The zombie appears slightly frozen from the attack.

Molly bursts forward to attack the first zombie with two scimitar attacks; both blades strike on opposite shoulders and cut a V across the zombie guards body. The zombies head and shoulders slowly slide off it body. The second zombie goes for Molly, but he uses Blood Maledict and the zombie begins crying blood. Due to Blood Maledict, only one of the zombie's attacks hits.

Nott starts panicking as she runs to hide behind a barrel and fires her crossbow at the zombie as she passes near it.

Jester tries, and fails, to use Sacred Flame on the zombie. Caleb directs Frumpkin to enter one of the tents.

Fjord uses an Eldritch Blast to blow back the zombie and nearly knocks the creature down.

Beau vaults over the dead zombie and slams the zombie with her staff. She follows up with a roundhouse kick to the zombie's head. Her blow causes the zombie's neck to break.

Caleb sends a fire blast at the zombie since he is also out of spells. The blast actually rights the zombie's neck and the zombie appears to fade before coming back with renewed undead strength.

Molly tries to finish the zombie but his blade becoms stuck in his armor. The zombie then clocks Molly for a strong hit and with his second swipe knocks Molly out.

Nott believes that Molly is dead, charges out, fires her crossbow and gets a critical hit and the HDYWTDT on the zombie. The bolt caused the zombie's leg to buckle sending him into the fire where he starts to smolder

Jester comes out and in a panic casts Spare the Dying on Molly. Unfortunately, she does not have a medical kit or healing magic to fully revive him. Beau is confused by her lack of healing items, and hands her a healing kit indicating that as a cleric she will be the parties healer. She tries, and fails, to wake him, but it is indicated that Molly will regain consciousness shortly.

The rest of the carnival members comes out to see what happened. Nott, who ran into the big tent in her panic, checks on Toya, and finds her missing. While checking, Nott notices a strong scent of Brimstone in the tent that Toya and Kylre shared. Frumpkin comes up and also senses this. Nott does not realize that this smell is related to the fiend.

Bury Your Undead

Nott points out that now the party has actually committed a crime by killing the two Crown's Guards. They load the bodies into a nearby cart. Fjord confirms that one of the horses he grabbed was a mustang. He names him "Shelby". Molly is also placed in the cart, as he is too weak to walk or ride, so he rests to recover his strength.

Despite Jester's objections that Molly almost died and the party needs to rest, the party heads after the toad with the cart of zombie corpses. Traveling due north in pursuit of the deviltoad, the party makes good time but reach the Usteloch soon thereafter. After making a few perception checks and investigating the muddy bank, they assume that the devil toad has taken Toya and gone to the distant islands that Beau sees on the horizon. With no way to get to the island, the party dumps the bodies of the two dead guards near the lake and head back for inn.

Molly does actually have an inkling of what the devil toad may be. He remembers that certain creatures from Xhorhas may match the devil toads description. Caleb remembers a book from the Burnished Biblios that may describe the fiend. Caleb decides to get the book and supplies to allow him to change Frumpkin.

The next day, Jester, Beau, Fjord and Molly are told by the guards that they will be needed for by the trial in about three hours. The group realizes that they cannot leave at this point until that occurs, but Caleb is still able to leave and buy the books. Caleb is originally planning to pawn Nott's platinum flask, but Nott gives him the 13 gold for the books.

As Caleb reads the book, with Jester pestering him the whole time. The rest of the group begin planning what they will do to get over to the island. Jester initially suggests stealing a boat, but Fjord notes that he may be able to gain free passage on a boat due to his past as a sailor. Meanwhile, Caleb discovers a passage about a fiendish demon called a nergaliid. Molly realizes that these are creatures from Xhorhas. The creature actually siphons the life of it's victims either slowly or painfully fast and creates husks from it's victims.

Guards rush in to inform the group that the meeting has been postponed because the Crown's Guard have discovered the two dead guards. The guards state they will be back tomorrow to continue the investigation, but there are people searching for the rest of the escaped carnival players.

Frumpkin Explores the Usteloch

With nothing left to do for the day, the group helps Caleb to procure the necessary items to change Frumpkin's form. Molly gives Caleb some herbs and the rest of the ingredients are bought with funds from Fjord. With all of the materials, including some charcoal from the inn's fire, Caleb changes Frumpkin into a sparrow.

Caleb sends Frumpkin out to explore the lake from the air. He cannot control Frumpkin, but can still see through Frumpkin's eyes. As Caleb does this, he has to have complete concentration. As Frumpkin flys above the lake, he sees two islands within the lake. The larger one has a well grown grove of trees that Frumpkin cannot see through and the other is sparsely wooded and barren looking.

While this is going on Nott starts trying to make acid, but spills it on the floor. She tries to stop the acid by pouring water on the acid which makes it worse. Caleb wakes up from the trance and is able to stop the acid by turning the wood into iron.

With the knowledge of the two islands, the group decides to head toward the larger island. They all sneak out of the inn to try and acquire passage on a boat. Fjord sees a guard near the back alley and disguises himself as an old man. He then rushes to the guard and convinces the guard that there is a zombie nearby. Fjord leads the guard on a wild goose chase until the rest of the group can escape the inn and reach the docks.

Fjord uses his ability of a sailor, he is able to get free passage on a ship. He talks to a captain and trades a bottle of alcohol for passage around the lake. He tells the captain that he is from Port Demali. Jester notes that the accent he used is the same that he had when she first met him in Port Demali. As the group gets ready to leave the captain states the big island is Crookedstone which used to have a witch on it. Everyone is ready to explore Crookedstone Island.


  • The Twitch chat prize this week was a complete Wyrmwood Gaming dice tower system, made of cherry wood. The codeword was "Mystery", and the winner was "KoehlerArt".
  • An ad for Season 2 of "Painter's Guild", hosted by Will Friedle, only on Project Alpha.
  • The announcement of "Good Fortnight, Kevin", starring Kevin. Although Darin De Paul and Amy Vorpahl have fulfilled their contractual obligations, Geek & Sundry still has to do a morning show. However, thanks to budget cuts, they only have to do it once every two weeks. Featuring cameos from known Geek & Sundry personalities like Marisha Ray...even if they just stand there and don't say anything. Starting January 29th, and every other Monday after!
  • The announcement of "Behind the Shield": the official after-show for "Shield of Tomorrow"! It's like Talks Machina, but Star Trek! Geek & Sundry, in their infinite and glorious wisdom, has given Sam de Leve this show as their very first to host. Sam is excited, but Eric Campbell reminds them that they don't have a lot of time for the ad and they need to just stick to the teleprompter. This 30-minute show is exclusive to Project Alpha. Sam gets too excited to finish, so Eric takes over. The cast of Shield of Tomorrow, and maybe even some special guests, will be on to answer questions and talk space stuff. Eric also announces that Shield of Tomorrow episodes will now be posted on YouTube, at which point both Sam and Eric get VERY excited.
  • On this installment of "Adulting in the Apocalypse", Whitney Moore teaches us how to tie a tie (or as Whitney's grandpa called it: a "collar serpent"). For more of Whitney's issues and post-apocalyptic friends, watch "Thrashtopia" on Project Alpha.
  • On the latest "How to Play" with Becca Scott, Becca teaches us how to play "You've Got Problems" by Jack Dire Studios.
  • gallery of Critical Role fan art

Part II

Crookedstone Island

The sun has set as our heroes approach the outer banks of Crookedstone Island. The group jumps out of the boat near the island and begins to explore the island. The captain of the ship is nervous about being near the island but they convince him to stay around until they are done.

The group try to see some sign of the beast, but the light is too low for anyone to find trace. They then try to move slowly forward and when Fjord finds some devoured shells, the group has a hilarious game of telephone. They continue forward to a opening in the forest and discover a small witches hut that has crumbled into itself.

The group tries to see if the hut may have an opening where they may have hidden, but instead they find Kyrle and Toya nearby within the clearing. They see Kylre and he attacks.

A Fiendish Foe

Molly takes out his swords and makes a small slice on his neck to cover the blades in icy frost.

Kylre summons three imps. He turns to Toya, urging the young Dwarven Bard: "They're trying to take you away! Stop them...sing for us!"

Toya, scared by the situation, begins to sing and enchants Jester giving her disadvantage of saves.

Jester creates a duplicate that she places on a nearby tree. She runs away from Kylre.

Beau quickly jumps over the wall that Toya is near and places her staff against her throat to try and choke her song out. Toya is able to just barely keep singing. Beau pushes closer but Toya moves her body up so she can continue to sing.

Caleb casts several globes of light to increase the light in the area. Caleb tries to get to a safe distance from the fight.

Nott slashes at one of the imps but misses it. She then runs to where Caleb is.

Fjord curses the devil toad, which shows as his sword grows barnacles and starts dripping water. Fjord then uses Eldritch Blast against Kylre.

The imps all attempt to attack different targets, but only Molly is hit by a stinger.

Molly tries to slash at the imp that attacked him and kills the imp.

Kylre jumps right next to Caleb and attempts to siphon life and stun him, but only succeeds in siphoning life.

Toya continues to sing, but she is crying now due to Beau's attack on her.

Jester tries to use Guiding Bolt from her duplicate, but misses entirely. She then yells at her duplicate and avoids Kylre's reaction.

Beau tries to put her elbow into Toya's mouth but she continues to avoid her attempts to stop her singing. In desperation she knocks her out with a hit to the temple. Beau tries to put her down nicely. Kylre becomes furious with Beau.

Caleb tries to use Chromatic Orb, but loses the spell since he is too close to the creature.

Nott leaps onto Kylre and begins stabbing him to give Caleb a chance to get away from the creature.

Fjord cast's Wrathful Smite while striking the devil toad and frightens Kylre. Kylre is frightened or the first time during the fight.

One of the two remaining imps attacks Caleb and knocks him unconscious. Jester gets hit by the other imp but survives the attack.

Molly intimidates and casts Vicious Mockery on one of the imps.

Kylre unable to move forward attacks Nott and knocks her off his back. He then tries to flee from Fjord. Nott and Fjord both attack as he flees.

Beau runs with Toya toward Molly and gets a close as she can to the fight. She yells, "Kylre come get her" while holding Toya, but Kylre is too distracted.

Jester heals herself and then avoiding both an imp and Kylre runs toward Fjord.

Nott tries to shoot with her crossbow at one of the imps and then covers Caleb's body as a shield.

Fjord gets as close as he can to use his Eldritch Blast and gives the final death blow to Kylre. (HDYWTDT) He slams the blast right into Kylre's back and parts of his body burns to ash.

One imp tries to go for Nott, but Molly uses Blood Maledict to make it miss. Fjord gets hit by the other imp and falls unconscious.

Molly attacks the closest imp and misses with both attacks.

Jester calls out to Traveler and uses Word of Radiance and hits both imps with the attack. One imp bursts into flame leaving only one imp left. She uses her illusion to "attack" the last imp.

Beau runs up as close as she can and throws a rock at imp which misses.

Nott fires blindly at the imp but instead almost hits Jester. She also tries to staunch the blood on Caleb.

The imp attacks the illusion of Jester and realizes that she is an illusion.

Molly tries to hit the imp again and fails with both swings again.

Beau finally reaches the imp and flanks it while she attacks by knocking it down and stomping on it's dead corpse as it burns away.

With the battle over the group heals the unconscious party members. Nott gives Caleb mouth to mouth and as he comes to consciousness, Caleb casts light orbs right into her face. The group search Kylre's body and begin deciding how they will bring evidence back of this creature and it's villiany.

Featured Characters

Player Characters


  • Noah, the sailor
  • Shelby (Fjord's mustang)





  • Jester: "I'm the Cleric?!? I've never traveled with a bunch of people I thought would die in front of me!"
  • Fjord: "Is that single horse a, uh...a mustang?"
  • Jester: "I fell asleep halfway through drawing the two zombies...making out!"
  • Caleb: "Leave me alone, I'm reading."
  • Jester: "I'm not afraid of dicks."
    Marisha: "She's not your sister, anymore..."
  • Liam: "You can't make me Vax again. It won't work..."
  • Jester: "What are the odds that Yasha's on this island and she'll come save us all?!?"
  • Travis: "I've got a spell save DC, y'all!"


  • Two players got the How do you want to do this?: Nott against a zombie Crownsguard and Fjord against Kylre.
  • Travis declared horses to be the new "doors" for Campaign 2, after several failed Animal Handling checks.

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