Critical Role Wiki

This wiki contains spoilers for all stories of Critical Role. This includes the story for unaired episodes of The Legend of Vox Machina, as it's based on the first campaign of Critical Role from 2015-2017.


Critical Role Wiki
Critical Role Wiki
This page is about the leviathan. For the tabletop game of the same name, see Uk'otoa (game).

Uk'otoa[5] is a leviathan imprisoned under the Lucidian Ocean and formerly Fjord's patron. As an NPC, Uk'otoa is played by Matthew Mercer.



Legend says that Uk'otoa is a large serpent-like creature with three eyes in its head and many eyes along its body.[6] On the altar above Captain Avantika's door aboard the Squalleater, it's represented by an ouroboros with nine eyes along its body.[7][8]


Uk'otoa is an emotionally manipulative deity with the driving goal of having the three seals holding him captive unlocked. He has succeeded in having Avantika and Fjord each break one seal by giving them magical powers and promising more.



Fan art of Uk'otoa, by Christian Thor Lally.[art 2]

Uk'otoa is a creation of Zehir, the Cloaked Serpent, left to rule the entirety of the Lucidian Ocean as his proxy after Zehir was banished during the Calamity.[9]

The Ki'Nau of the Swavain Islands were granted the blessings of Uk'otoa. Captain Avantika expressed that, with this blessing, "nothing and no one could stand before them." However, the surviving worshipers of the Cloaked Serpent grew jealous, sealing Uk'otoa beneath the depths of the Lucidian Ocean and defacing the temples built in his name.[10]

"The Open Road" (2x05)

Fjord's patron contacted him for the first time through a dream. He found himself underwater, facing an enormous yellow eye. He tried to speak to it, but it responded only in single words: "Watching. Potential. Learn. Grow. Provoke. Consume. Reward. Patience."[11] He woke with a start, coughing up seawater, and found that his falchion was missing from its sheath, but could now be summoned by him. Fjord discovered he had bonded with the sword as his warlock pact weapon.

"A Favor in Kind" (2x16)

As Fjord fell asleep, he faded into a dream of himself standing in total darkness; in his hand was the Waste Hunter Blade. A large yellow eye appeared in front of him. A voice said "Consume". Fjord opened his mouth and pushed the sword into it. He felt pain but also a strong hunger and continued to push the sword further. After he had swallowed the sword, the voice said "Good". The eye closed. Fjord realized he was underwater and started trying to swim against the current. After a few seconds of struggling, he woke up suddenly.[12] The Waste Hunter Blade was gone. Fjord wiped his mouth and found a little bit of blood. He summoned his pact weapon. Instead of the Waste Hunter Blade, his weapon took the form of his falchion again, but it had a more curved appearance similar to the Waste Hunter Blade.[13]

"Stalker in the Swamp" (2x21)

During the fight with the Merrow, Beau flung one of the corpses around intending to hit an enemy, but instead it went through a tear in reality opened by Uk'otoa.[14] After the fight Fjord heard his patron's voice in his head say "Learn", leading him to dive into a dark pool in the merrow lair.[15]

"Lost Treasures" (2x22)

After the Mighty Nein defeated the merrow in their lair, Fjord touched a yellow orb found in the chamber. He immediately had a vision of himself in a different place wearing different clothes in a human body holding the orb in his hand and standing over the body of its previous owner. His right hand in the vision summoned the same falchion Fjord now has. He heard a voice in his head say "Potential". He felt uncontrollably hungry, then pushed the orb into his stomach. It went into him painlessly as a voice said "Consume". The hunger went away. Suddenly feeling exhausted, he fell to his knees. Fjord looked into a nearby pool, and saw Vandran's reflection instead of his own. The voice said "Reward". Fjord came back to his own body looking into the pool where the orb was found, but it was gone.[16] The next time Fjord summoned the falchion it had a yellow eye in the center of the hilt.[17]

"Dangerous Liaisons" (2x37)

Fan art of Uk'otoa, by Clara.[art 3]

The Mighty Nein met Avantika and discovered she was also a follower of Fjord's patron. She told them its identity: Uk'otoa, the Great Leviathan. That night, Fjord had a dream of being under the ocean.

"A Pirate's Life for Me" (2x41)

Fjord received another dream from Uk'otoa, in which he saw three glowing lights going towards a tilted tower underneath an archipelago of three islands.

"The Diver's Grave" (2x44)

In the lair of Dashilla, the party found the third Cloven Crystal. As Fjord touched it to his chest, his vision went black. He saw the same dark ocean and three yellow eyes he had seen in dreams before. An endless row of teeth smiling at him appeared and the vision was gone.[18]

"The Second Seal" (2x47)

After placing a Cloven Crystal in the Gravid Archipelago sunken temple, Fjord saw a vision of a coastline with three cites, a jungle, and the final temple to unseal Uk'otoa.[19]

"Cornered" (2x53)

Sleeping outside the city of Asarius, Uk'otoa revealed himself to Fjord, adding the words Wander, and Punish, before crushing him in the dream.[20]

"Agreements" (2x61)

Uk'otoa appeared yet again to Fjord in a dream, this time angrily repeating the word Punish and causing the Half-Orc Warlock to feel the sensation of drowning. When Fjord awoke, he found that Uk'otoa had temporarily taken away his powers.[21] His magic returned later during the day.[22]

"Intervention" (2x63)

"Chases and Trees" (2x65)

Fjord had a dream in which he was surrounded by dark and cold waters and Uk'otoa once again appeared, saying loudly, "Return" and "Release". The yellow eye of Uk'otoa began to tear open as snaking vines pushed out of the center, but The Wildmother called out to him to come to her temporarily-offered sanctuary at the Arbor Exemplar.

"Family Gathering" (2x71)

The Mighty Nein teleported to Nicodranas from Rosohna and spent one day there. As Fjord stepped into the Teleportation Circle to return to Rosohna, he felt a cold sensation shoot through his head and heard Uk'otoa's voice say "Return".[23]

"Clay and Dust" (2x72)

Fjord dreamed of waking on a beach, and saw above him the moon turn into the eye of Uk'otoa. Tendrils reached out and restrained him, and the familiar voice said, "Don’t. Run. Find. Take. Consume." As the tendrils drew him through a huge mouth, the voice said, "Return. Or consume", and he was crushed within the mouth. He woke up suddenly, and his powers were again gone. He found the falchion and went stealthily to the lava pool, where he held the falchion against his chest, saying, "You need me more than I need you. Give it back." Nothing happened, and he gradually pushed the sword into his chest until he was suffering serious damage. With no response, he pulled the sword out and threw it into the pool, where it sank into the molten rock.

"Dark Waters" (2x98)

Fjord had a dream of being in a forest. As he was walking around, the forest seemed to expand on endlessly. He decided to summon his sword and try to listen for the Wildmother. Instead of summoning the Star Razor, the Sword of Fathoms appeared in his hand. The dream ended when an assassin stabbed him in the chest, trying to retrieve the Cloven Crystal.

"The Chase Begins" (2x112)

Minions of Uk'otoa attacked the Mighty Nein on their way towards Eiselcross aboard the Midnight Hammer. With the aid of a magic crystal, they located Caleb's amber necklace, shattered it, and forced the contents to spill out onto the deck of the ship, revealing the Cloven Crystal. A now-undead Captain Avantika crawled up over the side of the boat and tried to pull Fjord overboard, but failed.

"A Heart Grown Cold" (2x113)

Continuing with the battle upon the Midnight Hammer, Fjord ran over to where the Cloven Crystal had rolled and created a layer of fog to obscure the area. Avantika ran in after him and was able to find and pick up the crystal at his feet. Fjord managed to Command Avantika to drop the crystal but she quickly picked it up again. After another spell, she said "I got what I came for" and Dimension Doored away with the Cloven Crystal in hand. The party finished off the other minions of Uk'otoa and Polymorphed some of the group into killer whales while the others held ropes held in the whales mouths. After swimming out looking for her, they eventually spot Avantika swimming frantically away. The party engaged and Fjord dealt the killing blow when the Star Razor grew in power, sending two halves of her body in opposite directions. Fjord managed to reclaim the Cloven Crystal.



Uk'otoa communicated with Avantika through dreams as well. It is implied she had less contact with Uk'otoa than Fjord, saying in "Dangerous Liaisons" (2x37) that it had been a few years since her last dream. Avantika had a yellow eye similar to the eye on Fjord's falchion in the palm of her right hand. She claimed the eye appeared after she killed the previous owner of the Cloven Crystal.

Uk'otoa granted her the power to Control Water after she brought a Cloven Crystal to its temple on Urukayxl.

Avantika returned in "The Chase Begins" (2x112), despite having been executed by the Plank King.[24] She appears to be a type of undead, but as of now, it is unclear if this is linked to some power of Uk'otoa or an outside means.


Uk'otoa communicated with Fjord mostly through dreams. Fjord never had had these dreams or the ability to use magic before finding his falchion.[25]. In his dreams, Fjord was often underwater and would see a giant yellow eye. Fjord's attempts to speak to the entity resulted in single word responses or no response at all, hearing the words: "Watching, Potential, Learn, Grow, Provoke, Consume, Reward, Patience, Good, Release, Wander, Punish", and "Return" in various dreams. Some of these dreams had physical side effects when Fjord woke up.[26][27][28] Avantika[29], Sabian[30], and Vandran[31][32] have appeared in Fjord's dreams.

Fjord has felt Uk'otoa's presence outside of dreams when a Cloven Crystal was nearby[33][34][35], when he placed a Cloven Crystal in the sunken temple to unlock Uk'otoa[36], and when teleporting away from Nicodranas after being near the sea for the first time in over a month.[37]


Vandran was described by Avantika as being another of the "Chosen" of Uk'otoa. She told Fjord Vandran had a sword similar to Fjord's Sword of Fathoms before the shipwreck caused by Sabian. She also claimed Vandran showed her a ritual to get in contact with Uk'otoa. This implies Vandran had contact with Uk'otoa through dreams as well.

According to one of Fjord's dreams, Vandran absorbed a Cloven Crystal in the same way Fjord did.[38] This implies Vandran was, and possibly still is, a warlock of Uk'otoa. At some point in the past, Vandran was working with Avantika to release Uk'otoa. He changed his mind for unknown reasons,[39] and took his Cloven Crystal with him when he left her. The Mighty Nein discovered Vandran had a Cloven Crystal hidden in his quarters on the Tide's Breath at the time it sank.[40]

Desirat and Quajath

The murals of Urukayxl in Beau's journal, by Hunter Severn Bonyun from The Chronicles of Exandria - The Mighty Nein, page 209.[art 4]

In the Yuan-Ti temple on Urukayxl, the Mighty Nein saw three murals - depicting a giant purple bird with fire-like wings and three eyes of onyx, a gigantic sea serpent emerging from the water, with many small eyes of amber and three large eyes, and a worm-like creature with three eyes of ivory inside its mouth, plowing through the earth.[41] The three lesser idols have a pact; apparently, if one escapes, it will help the others.[42] Uk'otoa's followers helped Desirat to establish a following and nearly dug deep enough to free the phoenix before the Julous Dominion took power in the Marrow Valley and put an end to the colony there.[1][43]

Character Information


  • Uk'otoa is able to communicate with his followers by gifting them dreams and visions.[44][45]
  • As a entity of notable power, Uk'otoa is able to gift his followers with the ability to Control Water. He is said to have done this in the past with the Ki'Nau, and more recently has done so to Avantika and Fjord as a reward for using their Cloven Crystals to unlock two of the binds holding him captive.[46] [47]

Notable Items

  • Cloven Crystals - Three orbs that are used as keys to release Uk'otoa. They are to be used in three temples scattered about. Two have currently been deposited in their respective temples located at Urukayxl[48] and the Gravid Archipelago[49]; the third and final one remained in Fjord's possession.[50] After the attack on the Balleater while sailing near Urukayxl on the way to the peace talks, a Greater Restoration spell allowed Fjord to vomit out the remaining crystal, and it was placed in Caleb's Vault of Amber for safekeeping.[51] As of the end of the campaign, the final crystal was once again in Fjord's possession, in his Bag of Holding.[52][53]

Appearances and mentions


  • "Watching. Potential. Learn. Grow. Provoke. Consume. Reward. Patience." - Fjord hears the voice of Uk'otoa in his head during a dream.[54]
  • "Watching. Adapt. Reward. Release." Said to Fjord within a vision after he inserts the key into the second temple.
  • "Watching. Return. Reward. Wander. Punish." Said to Fjord in a dream after Fjord ignored Uk'otoa's third temple.[55]
  • "Punish." Said to Fjord before stripping him of his power, after weeks of Fjord ignoring him.[56]


Official figurine of Uk'otoa, from the tabletop game of the same name.

  • A recurring gag is the players habit of repeating Uk'otoa's name in hushed whispers when a character speaks it out loud.
  • Uk'otoa's name bears close resemblance to the race of degenerate fishmen, the kuo-toa. Despite the similarity it is currently unknown whether Uk'otoa or its creator the Cloaked Serpent has any connection to these creatures.
  • Matt confirmed in "Talks Machina #89: 'Dubious Pursuits'" (TMx89) that the reward for putting a Cloven Crystal in place to unseal Uk'otoa is a free Eldritch Invocation. This invocation, nicknamed "Dank Water Powers", gives the power to cast Control Water once per day without expending a spell slot.[57]
  • Matt confirmed in "Talks Machina #89: 'Dubious Pursuits'" (TMx89) that the three entities pictured in the yuan-ti temple, including Uk'otoa, were creations of the gods that became "pseudo-gods" after being left behind by their creators.[58]


  1. 1.0 1.1 1.2 1.3 1.4 1.5 1.6 1.7 See Explorer's Guide to Wildemount, p. 31.
  2. See "Dangerous Liaisons" (2x37) at 1:15:16.
  3. See "Temple of the False Serpent" (2x39) at 1:46:34.
  4. 4.0 4.1 See Explorer's Guide to Wildemount, p. 33.
  5. Matthew Mercer confirms the spelling of Uk'otoa's name.  See "Dangerous Liaisons" (2x37) at 1:15:07.
  6. See "Dubious Pursuits" (2x40) at 25:23.  Mural of Uk'otoa in the temple on Urukayxl
  7. See "Dangerous Liaisons" (2x37) from 1:27:59 through 1:28:23.  Matt: "You can see a tiny little black iron shrine that looks to be an ouroboros serpent that's eating its own tail. About every inch or so, there's an eye across the length of its body. In the center of it you see a single metal sphere with a similar cloven line down the center of it."
  8. See "The Second Seal" (2x47) from 1:55:30 through 1:28:23.  On-screen card clarified that the ouroboros had nine eyes.
  9. See "Dangerous Liaisons" (2x37) from 1:16:06 through 1:16:34.
  10. See "Dangerous Liaisons" (2x37) from 1:16:34 through 1:17:21.
  11. See "The Open Road" (2x05) from 48:40 through 54:54.
  12. See "A Favor in Kind" (2x16) from 2:00:20 through 2:04:55.
  13. See "A Favor in Kind" (2x16) from 2:05:02 through 2:05:54.
  14. See "Stalker in the Swamp" (2x21) at 3:20:35.
  15. See "Stalker in the Swamp" (2x21) at 3:51:37.  Fjord hears Uk'otoa's voice in the merrow lair
  16. See "Lost Treasures" (2x22) from 2:57:01 through 2:59:47.  Fjord has a vision and absorbs a Cloven Crystal into his body
  17. See "Lost Treasures" (2x22) at 3:23:08.
  18. See "The Diver's Grave" (2x44) from 3:34:52 through 3:35:56.  Fjord has a vision of Uk'otoa smiling and absorbs the Cloven Crystal found in Dashilla's lair
  19. See "The Second Seal" (2x47) from 1:58:58 through 2:03:31.
  20. See "Cornered" (2x53) from 0:13:40 through 0:15:50.
  21. See "Agreements" (2x61) at 1:35:51.
  22. See "Agreements" (2x61) at 2:58:19.
  23. See "Family Gathering" (2x71) at 3:06:00.
  24. See "In Hot Water" (2x43) from 2:12:00 through 2:14:42.
  25. See "The Open Road" (2x05) at 0:59:47.
  26. See "The Open Road" (2x05) at 0:55:44.  Fjord coughs up salt water when he wakes up
  27. See "A Favor in Kind" (2x16) at 2:04:56.  Fjord wipes blood away from his mouth after waking up from a dream where he swallowed a sword
  28. See "Cornered" (2x53) from 0:13:40 through 0:15:50.  Fjord wakes up vomiting salt water and brine after a dream where Uk'otoa squeezes him to death.
  29. See "A Pirate's Life for Me" (2x41) at 2:41:32.
  30. See "Dangerous Liaisons" (2x37) at 2:38:04.  Fjord sees a stone statue of Sabian in a dream
  31. See "Lost Treasures" (2x22) from 3:11:05 through 3:14:15.  Fjord has a vision of Vandran absorbing a Cloven Crystal and simultaneously absorbs the Cloven Crystal found in the Gentleman's safe house
  32. See "Dangerous Liaisons" (2x37) at 2:38:55.  Fjord sees a stone statue of Vandran in a dream
  33. See "Stalker in the Swamp" (2x21) at 3:51:37.  Fjord hears Uk'otoa's voice in the merrow lair
  34. See "Lost Treasures" (2x22) from 3:11:05 through 3:14:15.  Fjord has a vision of Vandran absorbing a Cloven Crystal and simultaneously absorbs the Cloven Crystal found in the Gentleman's safe house
  35. See "The Diver's Grave" (2x44) from 3:53:48 through 3:54:54.  Fjord has a vision of Uk'otoa smiling and absorbs the Cloven Crystal found in Dashilla's lair
  36. See "The Second Seal" (2x47) at 1:58:58.
  37. See "Family Gathering" (2x71) at 3:06:00.
  38. See "Lost Treasures" (2x22) from 2:57:01 through 2:59:47.  Fjord has a vision and absorbs a Cloven Crystal into his body
  39. See "A Hole In the Plan" (2x42) at 3:08:55.
  40. See "The Diver's Grave" (2x44) at 37:01.  Jester finds a box that used to hold a Cloven Crystal
  41. See "Dubious Pursuits" (2x40) from 22:40 through 29:00.  Murals in the temple of the Uk'otoa on Urukayxl
  42. See "Critical Role Campaign 2 Wrap Up" (Sx56) at 52:35.
  43. See "With Great Power..." (2x94) at 1:35:31.
  44. See "The Open Road" (2x05) at 48:40.
  45. See "Clay and Dust" (2x72) at 2:59:40.
  46. See "Talks Machina #89: 'Dubious Pursuits'" (TMx89) at 21:00.  Matt's explanation of "Dank Water Powers" Eldritch Invocation
  47. See "Dubious Pursuits" (2x40) at 2:07:03.  Avantika casts Control Water
  48. See "Dubious Pursuits" (2x40) at 43:39.  Avantika unlocks the seal on Urukayxl
  49. See "The Second Seal" (2x47) at 1:58:41.
  50. See "Lost Treasures" (2x22) from 3:11:05 through 3:14:15.  Fjord has a vision and absorbs a Cloven Crystal into his body
  51. See "High Seas, High Stakes" (2x99) from 0:58:54 through 1:00:35.
  52. See "Long May He Reign" (2x140) at 4:05:05.  With Jester's aid, Fjord retrieves the Bag of Holding from Cognouza. The Cloven Crystal is within it.
  53. See "Fond Farewells" (2x141) from 6:51:47 through 6:53:36.  Fjord and Jester decide what to do with the Cloven Crystal.
  54. See "The Open Road" (2x05) from 48:40 through 54:54.
  55. See "Cornered" (2x53) from 0:13:40 through 0:15:50.
  56. See "Agreements" (2x61) at 1:37:25.
  57. See "Talks Machina #89: 'Dubious Pursuits'" (TMx89) at 21:00.
  58. See "Talks Machina #89: 'Dubious Pursuits'" (TMx89) at 37:16.  Matt refers to the three entities pictured in the temple as "pseudo-gods"


  1. Fan art of Uk'otoa, by APixelTaurus (source). Used with permission.
  2. Fan art of Uk'otoa, by Christian Thor Lally (source). Used with permission.
  3. Fan art of Uk'otoa, by Clara (source). Used with permission.
  4. The murals of Urukayxl in Beau's journal, by Hunter Severn Bonyun from The Chronicles of Exandria - The Mighty Nein, page 209. 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.