"Well Beneath" (2x54) is the fifty-fourth episode of the second campaign of Critical Role. The Mighty Nein reunite with an old ally, and investigate the growing mystery of the fiendish rifts in Asarius...



Dealing with this week...


  • D&D Beyond is behind the campaign for president. There are two promo codes this week- ISupportSam and ISupportLiam. Sam shot a promo for D&D Beyond while on a ski vacation with his family.
  • Travis- A Vox Machina animated series is happening. So far the Kickstarter campaign has funded six 22 minute episodes. The first two episodes will be an original story. The next four episodes will be the beginnings of the Briarwood arc from The Campaign of Vox Machina. The VOD of a community Q&A about the campaign is now available on the YouTube channel. The Kickstarter campaign continues until April 18.
  • Matt encourages everyone to check out the hashtag #FundDiverseGames on Twitter to look for other creators and designers and support them if you are able to. Critical Role is just one of many creators out there. They are committed to growing the community and lifting up everyone around them.
  • Sam introduced two new stretch goals for the Kickstarter. If the campaign makes $7.5 million, he will start using a larger flask. If the campaign makes $8.8 million, he will start using a 4 gallon flask. Both flasks were sent in by Critters. If someone finds a bigger flask and sends it in, Sam will put it on the show.

Previously on Critical Role

Last we left off the Mighty Nein, making their way across the eastern wastes of Xhorhas in search of the kidnapped husband of Nott- Yeza, discarded in a past life with the death and reincarnation of Nott not too long before- and hearing that him getting caught up in the conflict between the Dwendalian Empire and Xhorhas, you've gone to hunt down his location and seem to have pinpointed it somewhere near or in Ghor Dranas, the capital of the Kryn Dynasty. You made your way under the mountains of the Ashkeeper Peaks, battled through the wastes, and interacted with a number of the denizens of Asarius, the City of Beasts. Here under the Kryn Dynasty you have come to discover a society that is not held by humans, dwarves, elves; but by gnolls, bugbears, goblins, kobolds, and of course the ruling drow (it seems), the dark elves of the Kryn Dynasty.

You made some friends. You made a trade and paid for three moorbounder beasts to aid you in your travel east towards the capital. You trained with them (successfully for the most part), and you began to discover what seemed to be strange rifts that began to spring up and lurk beneath the city that were allowing various entities from the Abyss to begin to harass and encroach upon Asarius itself. You spoke with one of the Kryn representatives here in the city, and she notified you that there were two goals here you could achieve. One is to search for a perceived spy from the Dwendalian Empire that existed in the Four Corners, or involved somewhat with the Four Corners tavern, and to find the source of this demonic incursion and snuff it out. Pay for both: but for the incursion perhaps pay or a favor with the Dynasty itself in the capital.

So you began your first search, going to the Four Corners bar under the guise of the various unique and eclectic individuals that seem to exist in and permeate the society. You found one of these drow figures that caught your attention and attempted to communicate and try and gather some information from them. You also threw down the gauntlet, both Beau and Jester, into the Four Corners gravel pit: which was a four person battle royale, weapons allowed, possibly to the death based on what antes were placed in the center of this battlefield. In this fight, in which you were joined by a large ogre (still somewhat damaged from his previous fight but arrogantly accepting that he could probably still take you down) and this dark elf that you had previously harassed upon your entry. In this fight, Jester fell unconscious; the ogre fell unconscious. In the showdown between this drow with a somewhat familiar fight style, Beau also too fell.

However, this figure also invited you to meet them in an alleyway not far from the city. Half the party followed. The other half got completely lost and are still lost wandering a space they are unfamiliar with amongst creatures that may or may not be amiable to your presence. But those of you that made it followed this drow into a nearby small storage shed, upon which it was revealed that this was some sort of illusion or physical transmutation. And there before you you saw Dairon: the beautiful dark-skinned, shaved head, long eared elf monk of The Cobalt Soul and for lack of a better term Expositor case worker of Beauregard. And that's where we left off.

Part I

The Spy

Beau introduced Caleb and Jester to Dairon. She started to tell Dairon that they were looking for Yeza Brenatto, but realized half the party was missing. Caleb cast Message to Nott and then left to find the rest of the party when it became clear Nott was in completely the wrong place. Beau and Jester told Dairon they were looking for a friend's husband (but did not give his name) who was working with the Cerberus Assembly on Dunamancy. When they mention Vess DeRogna and Ludinus Da'leth, Dairon was not surprised to hear they may be involved. Beau and Jester told Dairon they believe this work was the reason the Kryn Dynasty kidnapped the person they are looking for. Dairon apologized for lying about being in Bladegarden, but they needed to make sure no one knew they were in Xhorhas.

Caleb found the rest of the party and brought them all into the shed. Beau introduced Dairon to the rest of the Mighty Nein. Dairon revealed they are in Asarius investigating a possible connection between the Assembly and the Kryn Dynasty. They suspect the Assembly is aiding the Kryn. Upon returning to the Empire, they hope to use their findings to destroy the entire Cerberus Assembly. At this point Caduceus put together that Dairon is the spy they were hired to find.[1] Beau warned Dairon that Lady Olios knows a spy is operating out of the Four Corners. She said they need to leave. Dairon told Beau they would not join the Mighty Nein.

Dairon's mission depends on being unseen and a group of eight attracts attention. They will be heading for Ghor Dranas soon. Dairon became extremely uneasy when Caduceus and Jester talked about sending messages and meeting up in Ghor Dranas. Dairon asked Beau if she trusted the Mighty Nein. Fjord told the rest of the group they should leave and give Beau and Dairon time to talk alone. Beau thanked him.

Now alone with Dairon, Beau answered that she "kind of" trusted the Mighty Nein. Beau told Dairon she had lots of information to share if they team up. Beau angrily asked why Dairon keeps writing her off. Dairon responded that they were not writing Beau off; they were writing the others off. Their specialty is working alone. Dairon warned Beau not to get too attached to the Mighty Nein. However, they trust Beau's judgement. If Beau believes the Mighty Nein are trustworthy, Dairon believes they are. Dairon may be open to meeting again in Ghor Dranas, but will not go with the group or help the group get there. Dairon told Beau she is too rash. Although impressed by how well Beau fought in the Four Corners, they think Beau needs to learn to be patient. Dairon told Beau they would meet again for more training after dark and left.[2]

Very Good Dreams

The Mighty Nein went back inside the Four Corners to ask around about strange happenings in the area. Nott learned that inhabitants in the northern center of the city have been reporting strange dreams and hearing howls at night. One of the goblin employees of the tavern told Nott the howls heard at night are all close to a well in the northern center. Portis, the man who recently went insane and killed his own family, lived in that neighborhood as well.[3] Caduceus suggested they scout the neighborhood now, take a mid-day long rest, then go back to the well at night to find the source of the howling. The party agreed.

By this time, Caleb's illusion making him appear to be a tiefling has worn off. He put his hood up and smeared a large amount of mud across his face. On the way to the northern center neighborhood, two orcs noticed the party and approached them. One of them walked straight up to Caleb and pushed him into the ground. The other orc came up to Fjord and asks if he knows Caleb. Fjord lied that Caleb was his servant. Caleb cast Enlarge on himself and stood up twice his normal size. Impressed, the orcs asked Fjord if he would sell Caleb. Fjord told them he was worth 2500 gold pieces, causing them to walk away frustrated. Fjord was impressed by Caleb's quick thinking and getting them out of the situation without a fight, but Beau worried that they had attracted too much attention.[4]

The party found a well in the northern center of the city and investigated. There seemed to be nothing suspicious about it. Fjord asked a nearby bugbear if he had seen anything strange recently. The bugbear looked nervous and evasively said he had to go. Caleb dropped Frumpkin in the well, but he was unable to see anything other than dark water. Beau pulled a very unhappy Frumpkin up from the well in the bucket and collected a vial of water from the well. Fjord noticed that the bugbear he talked to a moment ago had not left and was watching them. Fjord walked quickly towards the bugbear.

Fan art of Fjord and Umadon, by Andrew Jensen.[art 1]

After Fjord convinced him he worked for someone scary, the bugbear admitted to having dreams of two beautiful bugbears that tell him to do bad things. He killed his neighbor's wolves because these bugbears from his dreams told him to. Fjord promised that no one ever had to find out about the wolves if the bugbear took him to his house and showed him the well near his home.[5] The bugbear led Fjord to his house with the rest of the Mighty Nein stealthily following behind. The bugbear showed Fjord the window where the bugbears come into the house in his dreams and the well near his house. Fjord gave the bugbear, whose name is Umadon, a silver and told him not to tell anyone they spoke.[6] Embarrassed and confused, Umadon went into his house with his cart on Fjord's orders.

The Haunted Well

Fjord looked behind him and realized the rest of the Mighty Nein was following and not doing a very good job at being subtle. They were now examining the nearby well. Caduceus cast Light on the bucket and lowered it. He noticed about twenty feet down there is an opening into a cavern in the side wall of the well.[7] When they pulled the bucket back up, Beau took another vial of water for Nott to examine. She could not detect anything strange about either of them. Jester cast Detect Good and Evil but detected nothing. While still concentrating on the spell, she walked around the area in several figure eight patterns and crawled around on the ground above where Caduceus saw the passage.

Jester detected nothing from her spell, but she noticed that another group of bugbears walking nearby were watching her closely. Beau saw one of the bugbears start walking towards a Kryn Dynasty soldier walking by and moved to intercept. The soldier, a female drow, asked the bugbear what the problem is. The bugbear pointed out the Mighty Nein all standing around a well with Jester crawling on the ground. Jester stood up and called out that she had found it. The soldier took a closer look at Beau and asked where she was from. Beau responded by saying they were just looking for Jester's earring and tried to walk away. The soldier grabbed Beau's shoulder and repeated her question. Beau lied that she was from the south, the same place as Yasha. The bugbear who had approached the soldier looked confused and wandered away from the strange human. The soldier seemed to be fooled by Beau's lie but warned her it might not be safe for a human to be so close to the war before walking away.[8]

Nott wanted to go down into the well immediately. Jester argued that she was out of spells and couldn't heal anyone. Nott responded that Caduceus could do it, but Caduceus refused to go in the well. Fjord climbed over the edge to take a look at the opening in the side wall. There is a pungent sulfer smell similar to the scent where the Mighty Nein found the rift under Zorth's livery.[9] Fjord used Misty Step to get back up to the top of the well. The party headed back to the Four Corners to rest and come back later that night.

The Four Corners only has two rooms available for the night. The lodging is not an inn like the party is used to. It is a stable for humans. Caleb suggested the men and women each take a room. Fjord asked specifically Jester if they will be safe in a separate area of the stable. Beau asked Fjord if there was a particular reason he wanted to room with the women. Nott pointedly asked if he wanted to room with Jester for some reason. Beau offered to room with Caleb and Caduceus while he stayed with Jester, Nott, and Yasha. Fjord walked towards one of the rooms without answering. Nott pointed out that Fjord seemed to be hinting he wanted to room with Jester. Jester said that wasn't what Fjord was doing and went to the other room.[10] Beau, Nott, and Yasha joined Jester. Caleb indecisively stood for a few minutes then joined Fjord. Caduceus joined them. Beau borrowed Nott's Glamor Studded Leather Armor. She used it to look like the same armor that the Kryn soldier was wearing and put her hood up. She went out to find Dairon for training.

Dairon was waiting close by outside Beau's room and led her to a large storage room for their training session. After a sparring match, she taught Beau the Way of the Cobalt Soul ability Preternatural Counter.[11] Beau gave Dairon a copy of Avantika's cipher so the two of them could write coded messages to each other using it. Dairon left Beau with the parting instructions "Listen", "Be Patient", and "Stay Alive".[12] Beau went back to the Four Corners and waited for the rest of the party to finish their long rest.


Part II

Two Beautiful Bugbears

As the Mighty Nein woke up and prepared to explore the well, Beau gave Nott back her Glamour Studded Leather Armor. Jester asked Beau if she learned a lot. Beau said she did and suggested they come up with better disguises if they plan to stay in Asarius longer. For the moment, they should be ok under cover of darkness. Assisted by Jester's Pass Without Trace spell, the Mighty Nein head back to the well near Umadon's home without attracting any attention. Heading towards the well, Caduceus noticed a strange blue shimmer and heard strange laughing coming from Umadon's house. Jester cast Detect Good and Evil and sensed two sources of evil inside. Nott crept to one of the windows while the rest of the party moved around to the front door of the house.[13]

Looking into the window, Nott saw Umadon lying on a bed smiling. Two translucent ghostly figures of provocatively dressed bugbears were floating on the ceiling in two corners of the room with their hands extended towards the bed. A blue energy comes out of their hands towards Umadon sleeping. As Nott began to cast Message, Yasha kicked open the front door. Nott watched the two ghostly figures look in the direction of the noise. They became less ethereal as their bodies shifted. The fur turned into human-like skin and leathery wings came out of their shoulders. Both drifted into shadowy corners of the bedroom as the rest of the party entered the main room of the house.[14] Nott finished her Message to Caleb that there were two figures hiding in the ceiling on either side of the bedroom door.

Jester creates her illusory duplicate in Umadon's bedroom.[art 2]

Jester opened the door to the bedroom and created her illusory duplicate and lollipop Spiritual Weapon over Umadon in the bed. Caleb felt a presence pushing into his mind as the male fiendish creature flew around to another corner and locked eyes with him. The female fiend locked eyes with Yasha. Assisted by Caduceus's Beacon of Hope spell, they were both able to resist whatever the creatures were trying to do to them[16][17]. Nott poked her head into the window and shot the female. Jester cast Inflict Wounds through her duplicate and sent her lollipop towards the male figure. Beau attacked the female fiend and used her newly refined Extract Aspects ability. She learned the creatures are resistant to cold, fire, lightning, poison, and bludgeoning, piercing, and slashing from nonmagical weapons.[18]

After Caleb shot the male figure with Melf's Acid Arrow, it looked to the female figure and nodded. Its body turned back to the same blueish Ethereal form they had been in before the battle began.[19] As it flew towards the window, Fjord attacked but his blade went right through the creature. The female's body changed to the same blueish form. It flew out the window after the male. Fjord cast Misty Step to teleport the direction they fled. He caught up to both of them heading towards the well. Fjord attacked, but again his blade went right through the creature. Beau jumped out the window and ran towards the well, calling out to the creatures in Deep Speech that they should not run from the Mighty Nein. The female turned to look at Beau. Although its lips did not move, Beau heard a voice in her head say "I'm sorry. I don't know what you're saying. But please, come play and follow."[20] The fiend leapt into the well after the other one.

By now, Umadon has woken up. Seeing Jester's duplicate standing over his bed smiling and Caduceus's swarm of beetles in the room, he was completely confused. The rest of the party climbed out the window and gathered around the well. Umadon called out the window to them asking what is happening. Fjord yelled at him to duck back down. He did. Nott and Fjord went down the well first towards the small opening in the side wall Caduceus had noticed earlier in the day. The rest of the party (Caduceus with some difficulty) followed them down into the opening. They find themselves in a somewhat wider natural cavern and another tunnel ahead curving out of sight. Nott turned invisible and ran down the tunnel.

And that's where the episode next week will pick up.


Matt would like to thank the community again for the amazing response to the Kickstarter campaign. Matt also encourages Critters to check out and support other artists and storytellers that do not have the platform and visibility that Critical Role does. He forgot to mention in the pre-show announcements that the cast will be at Emerald City Comic Con for panels and signings.

Featured Characters

The Mighty Nein





Adjustment Count Item Source Destination Notes
Acquired 1 vial of water northern center well Beau
Expended 1 silver Fjord Umadon Fjord gave Umadon a silver so that Umadon would not tell anyone they spoke.
Acquired 1 vial of water well near Umadon's house Beau
Relinquished 1 copper Jester well Jester threw a copper in the well near Umadon's house.
Expended 10 copper Mighty Nein Four Corners The Mighty Nein rent two rooms at five copper each for the night.


  • Dairon: "These are your companions for a mission to infiltrate?"
    Beau: "Yeah, they're fucking great. We were pirates for, like, three months."[21]
  • Dairon: "No one has to see what you're doing if it's good, as long as it's doing good. Do you think anyone cares about the things I've done? I've done many things, not many I'm proud of, but they have served the goodness of others. They have enabled many people who could not defend themselves in the Empire to survive and improve. I do not do this for accolades. I do this because I serve a purpose of a better world for those who cannot defend themselves. Can you serve that purpose?"
    Beau: "I can try."
    Dairon: "Then do not wait for them to see what you do that is good. Just know that you've done good, and hope you live long enough to see the impact it has."[22]
  • Dairon (scolding Beauregard): "So...LISTEN. Be patient. Protect...these friends you've made. But don't get too close."[23]
  • Beau: "She has a ferret named Sprinkle that has survived against all fucking odds, Dairon. I'm just saying maybe mix it up or something . . . maybe."
    Laura: "I knock on the door and say-" (as Jester) "It's a weasel!" [24]
  • Umadon (nervously): "You're not going to tell anyone about the dreams, are you?"
    Fjord: "What dreams, Umadon?"
    Umadon (oblivious to Fjord's hint): "The ones I told you about...?"
    Fjord: "Naaaaaaah..." [cast cracks up]
    Umadon: "You asked me about them a couple times..."
    Fjord (frustrated): "WE...(clasps his hands to pray for patience, and carefully enunciates each word)...We. Never. Spoke! Never happened! Okay?!? Never happened!"
    [ DM: "You're blowing his mind right now!"]
    Umadon (confused): "But we...I...you followed...!"
    Fjord (shushing Umadon): "AH-AH-AH!!!"[25]
  • Dairon (quizzing Beauregard) "What did I say?"
    Beauregard: "...Stay alive."
    Dairon: "And?"
    Beau: "...Listen?"
    Dairon: "And?"
    Beau: "...Trust no one?"
    Dairon: "...Ehhhh..."
    Beau (apologetic): "I kind of gambled on that last one, you've said a lot of things."
    Dairon: "Be patient."
    Beau: "Oh, patient! Right, be patient..."
  • Nott: (casting Tasha's Hideous Laughter) "What happens when a moorbounder enters a feline beauty contest? It's a cat-tastrophe!"[26]
  • Caleb: "Uh, Nott just ran up that tunnel, so we should..." (leading the party down the tunnel after the invisible Nott)[27]


  • Sam's flask has a picture of a goblin in a suit with the caption "Nott My President".


  1. See "Well Beneath" (2x54) at 30:25.
  2. See "Well Beneath" (2x54) from 37:49 through 45:11.
  3. See "Well Beneath" (2x54) from 50:53 through 55:35.
  4. See "Well Beneath" (2x54) from 1:00:18 through 1:06:36.
  5. See "Well Beneath" (2x54) from 1:15:52 through 1:18:34.
  6. See "Well Beneath" (2x54) from 1:21:36 through 1:26:35.
  7. See "Well Beneath" (2x54) at 1:28:21.
  8. See "Well Beneath" (2x54) from 1:31:37 through 1:37:00.
  9. See "Well Beneath" (2x54) at 1:39:12.
  10. See "Well Beneath" (2x54) from 1:42:00 through 1:42:57.
  11. See "Well Beneath" (2x54) at 1:56:16.  Matt gives Marisha class updates to the Way of the Cobalt Soul archetype.
  12. See "Well Beneath" (2x54) from 1:49:02 through 2:01:53.
  13. See "Well Beneath" (2x54) from 2:33:49 through 2:37:08.
  14. See "Well Beneath" (2x54) from 2:38:31 through 2:41:34.
  15. See "Well Beneath" (2x54) at 2:47:18.
  16. See "Well Beneath" (2x54) from 2:53:14 through 2:54:32.  Liam notes that he makes Wisdom saving throws with advantage due to Beacon of Hope. Caleb succeeds on the save and the male fiend's ability has no effect on him.
  17. See "Well Beneath" (2x54) from 2:55:30 through 2:56:51.  Travis notes he makes Wisdom saving throws for Yasha with advantage due to Beacon of Hope. Yasha succeeds on the save and the female fiend's ability has no effect on her.
  18. See "Well Beneath" (2x54) at 3:04:56.  Beau uses the updated version of Extract Aspects to learn the fiend's vulnerabilities and resistances.
  19. See "Well Beneath" (2x54) at 3:10:10.  One of the fiends becomes ethereal.
  20. See "Well Beneath" (2x54) at 3:19:34.  The fiend speaks to Beau telepathically.
  21. See "Well Beneath" (2x54) at 20:04.
  22. See "Well Beneath" (2x54) at 41:34.
  23. See "Well Beneath" (2x54) at 42:40.
  24. See "Well Beneath" (2x54) at 43:30.
  25. See "Well Beneath" (2x54) at 1:25:35.
  26. See "Well Beneath" (2x54) at 3:15:52.
  27. See "Well Beneath" (2x54) at 3:31:57.


  1. Fan art of Fjord and Umadon, by Andrew Jensen (source).  Used with permission.
  2. Jester creates her illusory duplicate in Umadon's bedroom.  [15]

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