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

"The Shade Mother" (3x16) is the sixteenth episode of the third campaign of Critical Role. With a new alliance made, Bells Hells discover an unsettling entity within the mines beneath the city whose terrors are more potent than any of them bargained for...



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Previously on Critical Role[]

Last we left off, the Bells Hells, after just barely escaping the chaos of the ball at the top of the Core Spire here in Jrusar, returned to Eshteross' manor where you saw off your friend Dorian and his brother who were currently figures of interest in the events of that night and nights before. The next morning, you went to seek out possible paths of escape from the city before discovering that you were being followed by the Green Seekers, a pair of very well-known investigators that were present at the events the night before. They took you off the side of the road and proceeded to interrogate you in a semi-public space, and through some communications, some persuasive discussions, and putting a few things on the table in the open, beginnings of trust were granted, and you decided that maybe you could help each other, both find that trust, and look into some curiosities you both have that align. This, in particular, involving the rising oddness of shade creeper intrusions and alterations in recent months.

Following some leads and one individual with a past with Gus, one of the two Green Seekers, you traveled towards the bottom of the Smolder Spire, within the mines there, at the very base. Asking around, discovered more connections to the Mahaan Treshi house, being involved in one of the subterranean mines. The Crownset Mines have been closed for months, and some strange goings-on in that space. Convincing, magically, the one manager, the one foreman who was watching over the closed mines, to allow you down the extensive subterranean shaft elevator that led you to where the mines were abandoned. You made enough noise to draw the attention of numerous shade creepers, some even further changed from the ones you had previously encountered. In this battle, you managed to slay many of these strange monstrous beasts, suffering a bit of rough and tumble first foray into these deep, deep mines below the city. And upon taking a moment to heal yourself, discovered what it seems to be is the partially healed, cocooned form of Lady Emoth Kade that you've been chasing.

As she began to emerge from this cocoon, awoken by some of these shade creepers that had escaped from death after seeing you entering their home, you plotted to wait as the invisible members of your team would travel outward. You would gather their attention with noise and the rest would swarm in and wipe out this cluster of creatures and Lady Emoth in one fell swoop. As you rushed through, in the midst of this plan you noticed that Lady Emoth Kade was not present. As you turned around the bend to the opening of another subterranean chamber, the rest of you managed to wipe out the majority of the creatures that remained, opening with a Fireball from Gus, and tactically and quickly dispatching of the creatures there, the few that remained alive in this central space, the loud explosive sound of the fireball and the combat sounds echoing throughout the nearby network of caves and tunnels. You step into this large chamber, here in the lightless depths of the mines.

You see unfolding before you small tables standing among scavenged equipment pieces where two figures stand hunched over cobbled devices and chunks of faintly glowing stone. Their faces are vacuous and stretched, like a long, hollowed swamp tree bowing under its own weight. A large, unfinished machine sits mostly between them, next to a pillar of broken rock. This room itself looking like a partially excavated and abandoned centerpiece of part of this mine. On the floor of the far wall, you see faint glitters in the very, very dull, barely there light, signs of coinage, and gems, residual wealth, like a hoard partially spent. Within it, an odd device, about two feet tall, that resembles a twisted orrery, a dull purple stone embedded in its center. Above that, these rocky outcroppings and abandoned mining platforms that rise among the sharp, stony walls, dozens of rising tunnels twist upward from the rising spire and vanish into it. Openings, like a magnificent sponge of rock, that continues to spread out into the city above.

You can see seemingly hundred of shredded husks that dangle from the walls in places, remnants of abandoned cocoons, their podlings long set free. Along this jagged expanse, a sprawling, flat, slug-like mass stretches across the far wall, nearly 50-60 feet across. You can just make out a few dozen opaque pods set beneath this slug mass, and you also watch as the mass tapers to one side, and there you see the spindly, monstrous, haunted tree-like body of the four-limbed creature, he matted black mane tangled and tumbling from her bony horned skull, black eyes peering soulless and predatory. There upon the rocky platform in the center, Lady Emoth stands, glancing up, arms open to this entity, calling to her "mother", before mentioning that there seems to be company, and looking back over her shoulder towards the hallway where your friends currently wait.

Part I[]

The Shade Mother - Lap Pun Cheung

Fan art of the Shade Mother, by Lap Pun Cheung.[art 1]

As the slug creature slithers down from the wall and curls momentarily around a purple glowing crystal orrery, the back half of the slug mass sloughs off and remains on the wall. The creature, the Shade Mother, seeks the invisible Chetney, sensing his presence although not able to see him, and her voice enters his mind: "Where are you? Come, prospective child. Welcome." Terrified, Chetney moves stealthily backward to rejoin the others and describes what he's seen. Gus suggests they snatch Lady Emoth and run, and Olly displays three small marble-like stones that she says can encapsulate an enemy and make them easily movable. She gives one each to Chetney and Imogen.

As the party enters the Shade Mother's chamber, she activates five brumestones embedded into devices along her body and lifts into the air, approaching slowly. Fearne spots shade creepers emerging from tunnels, and sees what might be Lady Emoth on the back wall. Gus then kicks off the battle with a Fireball and the fight begins. Because it is dark and she can't see, Fearne cast Daylight above Mother, which causes the shade creepers, Mother, and the until-now hidden Emoth to screech and shrink back from the sudden bright light.

The creatures within the daylight fight at disadvantage, but Mother has legendary resistances and attacks, and a lair action that summons more shade creepers each round. Chetney notices Emoth run into cover, approaches invisibly, and hits her with one of Olly's beads, imprisoning her in an impermeable bubble-like orb. He then assumes his werewolf form. Meanwhile, the others battle both Mother and the shade creepers she summons into the fight. Mother's poison attacks force those affected to fight at disadvantage, and she can also force them to attack their allies.

The Battle against the Shade Mother - Francis Lim

Fan art of the battle against the Shade Mother, by Francis Lim.[art 2]

As always, the shade creepers are easy to kill but hit hard, and two more appear each round to join the battle. However, the party is able to gradually move the orb holding Emoth toward the exit. Fresh Cut Grass pulls a lever within the room, setting off an augur which collapses the central rock pillar and damages Chetney, but Chetney is able to crawl out from underneath it. Imogen moves to the orrery and manages to pull the purple crystal out of its center, then Misty Steps to the exit near the sphere. Orym uses the Rope of Climbing to pull the Shade Mother's tail into the grinding gears of the mine augur, holding her there and severely limiting her ability to attack.

Fearne leaps on top of the sphere and gets it rolling well down the exit tunnel as the rest of the party gradually moves there as well, taking potshots at the creatures and receiving some damage as they go. Eventually, they all reach the safety of the exit tunnel, pushing the sphere holding Emoth before them as they run.


Shade Mother Mini

Photograph of the Shade Mother mini, by Chris Lockey.[art 3]

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Part II[]

As they approach the elevator to the surface, two more shade creepers leap out of the darkness but are quickly dispatched by Orym and Chetney. However, many more are swarming, called by the screeches of the bound Shade Mother. Ashton dispatches one, but Laudna is wounded. Imogen wounds another, which is then rolled over by Fearne, still atop the sphere, and Orym finishes it off with a thrown dagger. Laudna kills one but takes a critical hit from another and has to use Strength of the Grave to remain conscious at one hit point.

Fearne rolls the sphere into the elevator and the others crowd in atop and around it as it slowly rises with two quickly-killed shade creepers still hanging off the bottom. When they reach the top, Gus and Olly tell the party that they will take the encapsulated and feral Lady Emoth to their employer to prove that nefarious political figures have been attempting to frame Bells Hells. Imogen uses Detect Thoughts on Lady Emoth to read her venomous rage, then dives deeper to reach her more human thoughts focused on 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." Gus and Olly then share that their employer is Mistress Seshadri before leaving, rolling the arcane orb holding Emoth before them.

Most of the party is wounded; Laudna is almost unconscious, and F.C.G. can't speak without glitching. They head to the Soot and Swill tavern where they rent rooms for the night, eat, drink, and encounter an awkward Pretty. Fearne uses the sending stone to check in with Dorian, who is safe. Chetney invites Fearne to join him in his room, and she tells him if he howls exactly at 3:00 AM, she'll be there.

Orym goes to Ashton and F.C.G.'s room, soon joined by Imogen. They are concerned that F.C.G. is worrying about everyone but himself, and urge him to take more care of himself. Imogen shows them the purple crystal she took from the orrery in the lair, but F.C.G. doesn't have enough magic left to Identify it.

Ashton goes to Laudna and tries to reassure her that her relative lack of success in the battle wasn't her fault. She wasn't doing anything wrong—it's just bad luck. Fearne checks in with F.C.G., and the group tries to explain to them what sleep is. She then knocks on Chetney's door to make sure he isn't dead, startling him into a howl because he thinks he's missed their 3:00 AM rendezvous. Anxiously, he tries unsuccessfully to arrange for a wake-up call but ends up sleeping through the night.

Meanwhile, Imogen takes out the crystal and concentrates on it, feeling her essence pulled into it slightly. There is something about it that seems not to want to let go, something unnatural that wants to take her and make her something better. She, Fearne, and Laudna theorize that it might be what transformed the Shade Mother into her current horrific form or that their having taken it might prevent the mother from transforming anyone else. They also cover it with a blanket in the concern that it might call to the shade creepers.

When everyone else is asleep, Imogen takes the crystal into a corner and opens her mind to it in a last attempt to identify it. She recalls that the design of the device she ripped it out of was similar to those in the Nightmare King's laboratory. She can sense strange, twisting fey magic within it that takes and changes. It is alluring, warm, comforting, and welcoming. She drifts into sleep cradling it to herself, losing herself to the warmth and the draw.

Featured Characters[]

Bells Hells[]





  • Shade Mother: Where are you? Come, prospective child. Welcome.
    Chetney: That's fucking terrify-- no! Think nothing. Balls!
    Shade Mother: Are you called "Balls?"
    Chetney: Yes. Mighty Balls.
    Shade Mother: Well, Mighty Balls, have you come for the anointment?
    Chetney: Are you going to anoint my mighty balls?
  • Lady Emoth: (about 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. [...] She's been there for some time, but only recently has she... evolved.
  • Laudna: My strength is not good. I can't push a balloon.
  • Chetney: I'm getting my own room. I might have company.
    Bells Hells: Oh, well.
    Ashton: No you won't. Unless you've hired a nurse to make sure you don't die in the middle of the night.
  • Ashton: (to Laudna) There's always a lesson to be learned, and I feel like it's one of my favorite lessons today, which is: sometimes there's no lesson to be learned. Sometimes shit's just fucked up, and the only thing you can do, because you didn't do anything fucking wrong, is get the fuck back up and do the exact same thing all over again, knowing that there was nothing to learn.
    Laudna: I feel oddly comforted, and it disturbs me.


Adjustment Count Item Source Destination Notes
Transferred 1 each Marble-like bead Olly Chetney
Encapsulates an enemy and makes them easily movable.
Expended 1 Marble-like bead Chetney Emoth Successfully encased Emoth within an impermeable, easily-rolled sphere.
Acquired 1 Purple glowing crystal Orrery in Mother's lair Imogen
Lost 1 Rope of Climbing Orym Shade Mother Used to pull the Shade Mother into the grinding gear of a mine augur.
handful Caltrops Imogen F.C.G.


  • Sam's jerrycan shows Laudna and Chetney in a "buddy cop" movie poster with the tagline "cool cop, ghoul cop".[1]
  • As a joke, Matt referred to Emeritt Redbublé as an item forger in the Hellcatch Valley. To ensure that the promised honorary badges can't be traced back to the Green Seekers without someone blabbing, Olly points to Emeritt that knockoffs happen all the time.[2]


  1. See "The Shade Mother" (3x16) from 51:00 through 51:35.
  2. See "The Shade Mother" (3x16) from 3:18:10 through 3:18:40.


  1. Fan art of the Shade Mother, by Lap Pun Cheung (source). Used with permission.
  2. Fan art of the battle against the Shade Mother, by Francis Lim (source). Used with permission.
  3. 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.