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Critical Role Wiki
Critical Role Wiki

"Welcome to Cognouza" (2x137) is the one hundred thirty-seventh episode of the second campaign of Critical Role. Floating through the Astral Sea, the Mighty Nein arrive at their unsettling destination and begin exploring the living city that has haunted their dreams...



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Previously on Critical Role[]

So, last we left off: The Mighty Nein, giving chase toward the two remaining members of the Tombtakers: Lucien, piloting the body of a long-dead friend that once belonged to him, and his companion, Cree.

They both delved into the Genesis Ward and you gave chase, following down into the dark open pit that once was this portion of the city of Aeor. You traversed the subterranean tunnels below, hid stealthily from nearby stalking creatures. You found odd bits of forgotten technology, experimental bits of science and arcana combining, went through a commissary, managed to "Cabin in the Woods" a possible encounter and just watched them kill each other from across a transparent wall. As you began to disable a series of traps in front of you (as somebody had ransacked a cache of intuit charges and laid means of keeping you at bay or worse) through a clever use of a few Dispels, you made your way to the Immensus Gate, where it seemed both Lucien and Cree were in the process of setting the device to allow them to continue onto the next step of their journey.

You stopped and you realized that they had set two more intuit charges to detonate at Lucien's whim and requested a conversation. Carefully, you entered the chamber, spoke a bit, and allowed them to open the portal just enough to let something through from a realm of water, and then set it to the Astral Sea, where they leapt through and away. The creature that was allowed to step through the sliver, this water-based elemental entity, began to rise through the chamber and attack whatever was nearby, which was your troop. You fought, but focused instead on escape, and one by one managed to slither past it and through the portal, some a bit injured, some a bit sheepish. But with a final moment of success, as Jester leapt through, ensnared by the tentacle of the beast and about to be pulled back to further complicate matters, a clever use of Mage Hand shut the portal, severed the bond, and allowed the Mighty Nein to arrive in person in the Astral Sea, floating just over the view of the City of Cognouza.

Part I[]

The party is hovering in the Astral Sea above the beautiful but ominous city of Cognouza. They discover that there is no gravity and movement is by mental will (speed determined by Intelligence). They are two to three miles from the city and begin making their way there, following two dimly-seen figures ahead of them that are moving on divergent paths. They cannot tell which is Lucien and which is Cree, but after a vote they follow the figure going left, noticing that portions of the city seem to be repetitive as it expanded itself. It is barren, empty of people... but as they approach, an echoing voice rings through all their minds: "Welcome. Guests, minds, kin. So rare. Welcome, welcome, welcome us home." And now, there are people in the streets below.

They decide to try to de-sheep Caleb and Caduceus whacks him on the head with his staff. It works, and Caleb becomes a wizard again. Beau remembers her spyglass and uses it to track the figure they are following behind some buildings in the cityscape far below. While they travel, Caduceus casts a Prayer of Healing since all of them are badly hurt.

As they near the city, they begin feeling a slight pull of gravity. Beau guides them to where she saw the figure drop down behind a building, and they reach a small square with a little park, surrounded by houses and occupied by normal-appearing people wearing Aeorian dress. The party continues to hover above but do not see either Lucien or Cree. They notice, however, that while the eight to ten people below are going through the motions of normal life, there are no conversations.

The Somnovem - Blacksalander

Fan art of the Somnovem, by BlackSalander.[art 1]

Veth flies within 120 feet of one and sends a Message to her. She does not respond, but looks up at Veth, then continues walking. Caleb then attempts telepathic communication with another, who stops and looks up, then opens his mouth and screams loudly. The screaming stops abruptly, and a voice in the middle of Caleb's head greets him and invites him to talk. The party is uneasy, but decides Caleb should accept the invitation. They follow at a slight distance while Caleb joins the man below, who has gone under an archway.

As he gets closer, Caleb can see the arch at its base seems to fade into a reddish, almost fleshlike texture, with undulating veins and errant teeth poking out. The man looks at him blankly, then starts sobbing. The sobbing stops, he twitches, one eye turns red and swells massively, and Caleb's brain begins to feel the fuzz of telepathic communication: "You know the terror of the end, mortal ones. The nothing, the acceptance of fate or even oblivion. We-- we cannot end. No, at all costs, oblivion must be destroyed. We will endure!"

The voice seems desperate and insane, saying they can protect one another and begging for their aid. It introduces itself as Timorei, one of the Somnovem. It says that Elatis and Luctus tried to bring darkness by embracing the unknown, their reasons are madness, and they must be stopped. Their essence can be found and destroyed within the Aether Crux. Underlying Timorei's voice is a profound sense of terror.

After a moment, the giant red eye looks around and asks Caleb, "Where is he? Where is the Nonagon? His second walks, but he is beyond our sight." Timorei explains that the Nonagon was going to help them home. They are nine, and under the nine and within them, many. As he says "many," everyone in the street joins in unison. Timorei warns him that they must be wary of "the rest." He can sense them coming. The eye reverts to normal and the person liquifies into the ground.

Ira - AJ Putz

Fan art of Ira, by AJ Putz.[art 2]

Fjord joins Caleb in the courtyard. They notice that the clothing worn by the people is not separate from their bodies, but molded in, and their feet tether to the ground with each step, never fully losing contact. An older woman approaches, and her head opens as another immense red eye looks at them, demanding to know who had been here. It is Ira, and it approves of the vengeance in their souls.

Ira is as mad as Timorei, but its madness takes the form of wrath and anger, asking over and over who had been there. Caleb and Fjord claim they do not know, but Ira angrily senses the lie, demanding to know if it was Mirumus, or Gaudius. White-hot pain grows in Caleb's mind, who agrees it was Gaudius. Ira warns them not to trust Gaudius, who pushes forward without call for truth in the evils of existence, and urges them to find the essences of the others at the Aether Crux and destroy them. The eye swells and breaks into red energy, and all the bystanders tear open and break into a whirlwind of teeth, eyes, muscle, and tethering tentacles. Roll initiative!


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Part II[]

Essek casting Lightning Bolt - Omegasama

Fan art of Essek casting Lightning Bolt, by Omegasama art.[art 3]

The Cognouza flesh horrors are relatively easy to hit and to kill, but they have a psychic scream attack that has randomly determined effects, and they cause serious damage with their Torrent of Teeth attack. Veth is able to incapacitate one with Tasha's Hideous Laughter, and Jester uses her Ring of Spell Splitting to cast Guiding Bolt on two of the creatures, killing one. As it dies, they hear a sigh of relief. Caleb hits all five remaining creatures with Widogast's Web of Fire and kills two more.

Beau succumbs to the effect of the screams on her eye markings and attacks Yasha, thinking she is one of the creatures, then is horrified when she realizes what has happened. Yasha kills one and blows Beau a kiss to show her she is forgiven. With two creatures left, Essek and Caleb finish them with Fire Bolts. The last one whispers "thank you" as it liquifies.

Jester and Fjord exploring Cognouza - Adam Richards

Fan art of Jester and Fjord exploring Cognouza, by Adam Richards.[art 4]

They investigate the area and the buildings. Everything is half-apparated and partially realized. Items cannot be picked up but retract into the substance of Cognouza. They realize the entire city is made of flesh, and that each of the Somnovem seem to personify an emotion. They decide to check the buildings for signs of where Cree might have gone, and split into teams, but most find nothing except some clear saliva-like liquid which Jester collects. Veth and Essek encounter one of the people-creatures and it begins incessantly screaming until Essek ignites and kills it with a Fire Bolt.

Caleb walks into the bottom of the tower, finding a faint fold or line in the ground. He opens it into a porthole filled with teeth, with stairs continuing downward. He telepathically summons the party, and they descend the spiral stairs. As they go, it gets warmer, and the stairs get softer and less defined. At the bottom is a corridor leading in three different directions and resembling the corridors they had seen in Aeor. Although the walls appear to be metal, Caduceus's Decompose takes effect on them, showing them to be flesh as well. The tunnel to the right is labeled "Praesidis Junction", but "junction" repeats until the words get weird. The opposite side says, "Help help help help help..." The one across from the group is labeled "Crest Vault". They immediately realize that must lead to the room where threshold crests would be used.

They discuss whether to proceed, rest, or seek help. Caduceus urges them to try to ally with one of the Somnovem, probably Timorei, but most of the group thinks they need to move forward to try to stop Cree. They hurry down the corridor as it begins to corkscrew until up and down, left and right lose their meanings. The texture of the walls changes as they move downward, metal giving way to darker flesh with purple textured striations and flexing muscle.

Suddenly, they hear footsteps approaching from ahead, and realize Cree has probably already installed the threshold crest and they will need to remove it, but will have to kill her first. Fjord and Caduceus makes themselves look like the strange blank people in the town square. The rest try to hide themselves in the folds of flesh forming the walls, and Veth casts Mage Hand.

Cognouza Corridor - CT Chen

Fan art of Caleb, Beau, and Cree in the depths of Cognouza, by CT Chen.[art 5]

Forty feet from them, the footsteps come to a halt and they hear winded breathing. Faint bits of red light begin to fill the hall as the eyes on Caleb and Beau's bodies suddenly glow like red beacons, exposing their locations. At that moment, two red eyes glow on Cree's body, and she says, "Ah, I was wondering when you would catch up."

Featured Characters[]

The Mighty Nein[]





  • Caduceus: I'm learning from you guys. If it's a real problem, you just smack it.[1]
  • Timorei: Driven by fear, you are powerful. [...] End them so that we others may survive. Please![2]
  • Ira: Creation is born from destruction, and if all that is worthy of us is destroyed, then so much more can be created or forgotten. Fates that threw us to torment and death, they all will pay! [...] To strike first is to survive, and to punish before you yourself can be hurt. All will eventually hurt you![3]
  • Caduceus: (looking at a statue) Look at that. It's the idea of a memory. [...] A lot of "what" here, and not a lot of "why".[4]
  • Fjord: (as Sprinkle) "Put me in space!" "Let me fly!" "Die among the stars!"
    Matt: Could we make a Sprinkle shirt that says: "Please, I want to die among the stars"?[5]
  • Taliesin: (as everyone can see in the dark except Caduceus) Two games without darkvision, I'm just saying.
    Matt: You had it, briefly.[6][7]


Adjustment Count Item Source Destination Notes
Acquired 1 vial Saliva-like liquid Cognouza Jester
Transferred 1 vial Saliva-like liquid Jester Veth
Relinquished 1 vial Saliva-like liquid Veth The floor Veth stealthily dropped it so Jester's feelings wouldn't be hurt.


  • This was the shortest episode of Campaign Two since "The Favor" (2x56), having a VOD length of 3:07:41 and actual gameplay time of 2:34:30. "The Favor" came in at 3:01:16 and 2:19:15, respectively.[8]
  • Sam's flask has a picture of a sheep with googly eyes (the back still has the arrow labelled "This is not the real Sam").


  1. See "Welcome to Cognouza" (2x137) at 0:40:47.
  2. See "Welcome to Cognouza" (2x137) at 1:05:58.
  3. See "Welcome to Cognouza" (2x137) at 1:14:47.
  4. See "Welcome to Cognouza" (2x137) at 2:50:58.
  5. See "Welcome to Cognouza" (2x137) at 2:56:20.
  6. See "Welcome to Cognouza" (2x137) at 3:04:24.
  7. Taliesin's first Campaign Two character, Mollymauk Tealeaf, had darkvision until he was killed in "Found & Lost" (2x26). His Campaign One character, Percy, was the only member of Vox Machina who lacked it.
  8. Gameplay time as calculated by CritRoleStats on their running spreadsheet.


  1. Fan art of the Somnovem, by BlackSalander (source). Used with permission.
  2. Fan art of Ira, by AJ Putz (source). Used with permission.
  3. Fan art of Essek casting Lightning Bolt, by Omegasama art (source). Used with permission.
  4. Fan art of Jester and Fjord exploring Cognouza, by Adam Richards (source). Used with permission.
  5. Fan art of Caleb, Beau, and Cree in the depths of Cognouza, by CT Chen (source). Used with permission.