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Critical Role Wiki

"Where There Is a Will..." (2x138) is the one hundred thirty-eighth episode of the second campaign of Critical Role. The Mighty Nein wrangle with Cree as they attempt to stop Lucien's plan, but the Nonagon still has a few surprises in store for them all...



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Previously on Critical Role[]

Last we left off: The Mighty Nein, after trudging through the ruins of Aeor with Essek at their side, chasing the tracks of the remaining two members of the Tombtakers, Lucien and Cree.

You traveled into the Genesis Ward, caught them at the Immensus Gate where they managed to abscond beyond into the Astral Sea, toward Cognouza. You giving immediate chase: one of you as a sheep, another one shrunk— but you know, don't worry about it. Upon arriving, discovered you are at the floating monstrous city of Cognouza, the living mass that the Somnovem seem to be leading as it expands and consumes whatever it comes across. You pursue and give chase to the two figures charging across the city as they divide off in different directions. You chose left. Following that figure down into the street, you saw denizens walking the cobblestone here, though upon talking to them, they screamed.

You had a conversation with what seemed to be a couple of members of the Somnovem, separated and curious to converse, learn of your motives, and seemed to be at odds with other members of their collective. You battled some of the street sufferers, who then twisted into terrifying warped flesh and tooth and eye beings, sought where the individual you were chasing may have gone and found tunnels beneath this city marketplace that led to a vault. Heading in that direction, making your way through a rock and flesh tunnel in the direction of where it seemed one of these threshold vaults might be, you hear footsteps in the darkness. And as you all look forward, you realize you've come face-to-face with Cree Deeproots of the Tombtakers. As you all take a moment to process this sudden occurrence, Cree's eyes dart back and forth. "Shit!"

Part I[]

Roll initiative!

Cree - Emily Cook

Fan art of Cree, by Emily Cook.[art 1]

With Fjord (disguised as one of the mindless citizens) in the middle of the tunnel and the others hidden in the folds of the flesh tunnel walls, Jester notices a faint blue light at its end. She grabs Caleb and Dimension Doors them both to the light. They find themselves in a somewhat familiar-looking but twisted threshold vault. Twenty-five feet above them, embedded in the ceiling, is a blue glowing threshold crest, and they realize they must get it out. Caleb casts Disintegrate on the flesh holding the crest in place and it falls loose but is still held aloft by tendrils emerging from the ceiling, trying to pull it back up into place.

Meanwhile, the others attack Cree. Fjord is pulled into a pool of raw flesh and restrained as he tries to approach, as is Caduceus. Cree notices that Jester and Caleb are missing and starts moving toward the threshold vault where they are. She attempts to use the Cape of the Mountebank but Fjord Counterspells. Beau and Caleb hear Cree's thoughts beseeching the Nonagon for help and realize they must work quickly.

Vessel for the Pattern - CT Chen

Fan art of Cree's mutated, monstrous form, by CT Chen.[art 2]

Jester Polymorphs into a giant blue ape and Caleb casts Cat's Ire to try to get the crest free, but they both fail. Caduceus casts Path to the Grave on Cree, and when Yasha gets a strong hit on her next attack, she gets the "How do you want to do this?" As Cree dies, she calls out to Lucien, and Beau and Caleb both hear his response: "You've done well. But I need you to hold them off a little longer. I'm not done. I'm not ready yet. Become a vessel for the pattern and show them the way." A red glow surrounds her as the five red eyes on her body begin to glow, and she begins to swell into a monstrosity of flesh, teeth, and eyes.

Fjord sees that the creature is evoking some fractal-like connection with the city, and on each person's turn they must make a wisdom save against it, which Fjord, Essek, Caduceus, and Veth fail. They all continue to attack the creature. Its piercing spines retaliate against melee attacks, but it takes significant damage, particularly due to Caduceus's Path to the Grave which allows Veth to get the final kill with her crossbow. They loot the liquefied body, recovering multiple vials of blood, Cree's red crystal necklace, and the Cape of the Mountebank.

Meanwhile, Ape-Jester lifts Caleb aloft to the threshold crest in the ceiling, where he casts Immovable Object on the crest before the pulling tendrils can slot it back into place.

In the aftermath of the battle with Cree, Beau suddenly notices that Veth now has a red eye on her forehead. Fjord finds one on his left palm, Essek has one on his right shoulder blade, and Caduceus's is in the center of his clavicle. They all rejoin Jester and Caleb, and Caduceus casts Blight on the ceiling where the threshold crest had been, causing it (and its tendrils) to blacken and pull inward, releasing the crest. Jester moves it out of the room. Veth discovers that she can now send telepathic messages to anyone with a red eye.

Essek and the dunamancy gem

Fan art of Essek and the dunamancy gem, by @tshortik.[art 3]

They talk about what to do now. Jester asks Artagan about possibly resting in the Feywild so that time would not pass elsewhere, but he is doubtful if he could do that, and they realize they would not be able to get back to Cognouza. Essek suggests that they might be able to use the crystal he recovered from the rejuvenation chamber in the Genesis Ward to fashion an instant long rest for all of the party, but first, Caduceus uses Plane Shift to send the threshold crest into the Elemental Plane of Fire. Caleb uses Fabricate to melt a residuum shard around his amulet.

Dunamancy long rest noxarcanaart

Fan art of Essek and Caleb shattering the dunamancy gem, by heidzdraws.[art 4]

Essek then draws a ritual circle using the crystal as a focus, and he and Caleb cast their spell energy into the crystal. It begins to glow and flicker as Essek creates a small tear in reality revealing hundreds of realities. He wraps it around the crystal, which shatters.


Part II[]

The spark surrounding the small stone causes reality to briefly crack and for a moment, everything stops and there is nothing. Air fills their lungs again and they feel refreshed, like they've had the best night's sleep of their lives. With the effect of a long rest, Caleb and Essek begin identifying the party's collected items, learning that Cree's necklace contains the blood of the Nonagon. Caleb uses his residuum-covered amulet to cast Mind Blank on himself.

Beau tries meditating to locate Yussa. She loosely connects to thousands of other minds, part of a sprawling network of broken consciousness, and sees where the massive tunnels converge into a central location: the core of the Somnovem. She finds Yussa's essence among the hollow bodies walking the streets about a mile away, but immediately comes out of her meditation when she senses a red glow approaching.

As she tells the party what she saw, the stone behind her begins to bulge and turn crimson. The party quickly flees through the tunnel back to the surface, followed by a red glowing orb manifesting within the walls and floor. Jester casts Calm Emotions on the orb and they all hear a voice in their minds asking where they are going. It is Gaudius, who exemplifies love. Gaudius has been able to locate the party while "the others" have been seeking the Nonagon. Gaudius just wants to bring everyone together, but Fastidan and Culpasi reject the embrace, driven from unity through disgust, arrogance, and deeply misplaced shame. Gaudius asks the party to show love for each other and for the Somnovem by finding where they are harbored within the Aether Crux and granting them their separation from reality. The Aether Crux is where the Somnovem come together, and when their minds are one, they cannot speak separately. Gaudius vanishes.

They decide they need to try to release Yussa, and Beau is able to direct them to where he is. He is a spectral image with a blurred face, tethered with the silver cord of his Astral Projection. Caleb casts Banishment on him and as he is pulled back to the Prime Material Plane, he whispers, "Thank you."

Beau and Caleb try to imagine a pathway directly to the Aether Crux. When they connect with the hive mind, a tunnel leading downward is willed into existence but Caleb feels a faint tickle. He now has a fourth eye over his heart. The party descends into the tunnel, leading straight and direct into the heart of Cognouza. Eventually, they see a pulsing red light ahead of them and the tunnel opens into a massive chamber. In the middle is a column holding a bulbous collection of nine faintly glowing, pulsating orbs. Fluctuating points of red light are heading down the tendrils connecting to the orbs, which alight, and the party realizes these are the Somnovem returning. A deep, commanding voice fills their minds:

Aether Crux - Ace Newland

Fan art of the Somnovem Omega, by Ace Newland.[art 5]

We are the Somnovem. We are consciousness evolved through high emergence. We thank you for coming. We welcome our children who see with our eyes. You walk the path of the Nonagon. And though through, you will become one. We will not grant your every desire. We will teach you how to manifest them.

Dreams are the mind testing its limits. Reaching out and expanding the will. Consciousness is boundless with awakened will. A soul is consciousness. The soul should not be bound to a short-lived vessel and collected by treacherous idols as a trophy. Dreams are the minds discovering potential, and together, we, the Somnovem, have become Dream. Every mind, every soul, deserves to know this joy, this endless understanding of purpose and meaning. We are a proto-realm, a new plane of existence about to be born, the next step in the evolution of life and the enduring spirit.

We are just the spark. It would be meaningless to hoard our understanding. It is the right of every living being to know our joy. It is their inevitable reward for the trials and toil of running the divine maze under the alien minds of false gods. They deserve to be with us and we will not deny everyone their destiny.

We are the Somnovem Omega.
The Somnovem Omega's monologue[1]

The Somnovem are missing their harbinger, the Nonagon, and ask the Nein to find and bring him to them. If they do, all they've ever dreamed will be theirs. Caleb promises they will bring the Nonagon to the Somnovem, though Jester warns them he may be seeking more than they offered. Suddenly, they hear Lucien's voice behind them: "Well, I'm glad you came. The invitation was there, and you've all proven exactly as useful as I hoped."

Lucien stands next to a cluster of about ten glowing intuit charges. The voice of the Somnovem, alarmed, asks the party to stop him, but he speaks:

Lucien with the Somnovem Omega - Sakyora

Fan art of Lucien with the Somnovem Omega, by Sakyora.[art 6]

These people, this city— tragic in its fall, yes, but glorious in its discoveries. The Somnovem had studied and prepared enough to harness their terrible fate, but in doing so, they were reborn greater than they could have ever anticipated. The power of a thousand minds, dreams, imaginations, and wills made one, founded in the aether of manifestation. A miracle. Unstoppable. Yet— rudderless, fractured, wild, jealous, impotent.
I once saw them as gods, beings so far beyond my ability to understand. And they chose me to be their herald. But when I died, when I scattered, when they put me back together I was given a view behind the curtain, and I saw the fallacy. I'd given everything for genius souls, now mewling toddlers, bickering over the power of creation. Someone needed to be the parent. When children have been acting out, making a mess of their potential, for this long even, a responsible caretaker must show discipline, enact punishment, and take the reins with force. So I invite you to stay for the show, but I think you'd prefer to run.
Lucien's monologue[2]

The intuit charges blink faster and faster, and Jester casts Earthquake under Lucien before the party begins running back up the tunnel. The ground begins to crack, tendrils snap, and parts of the ceiling crash down as the Somnovem attempt to attack Lucien with the full flesh of Cognouza itself. Lucien begins laughing maniacly as the party runs, hearing and seeing a series of flashes behind them. They feel the flexing scream of Cognouza as its nerve center, the Somnovem, are bombarded. The party sinks to the ground surrounded by total silence.

Featured Characters[]

The Mighty Nein[]

Lucien on his flesh throne - Toby James Sharp

Fan art of Lucien on the throne of flesh, by Toby Sharp.[art 7]





  • Caduceus: I don't know how to put this, but we are currently on what is possibly the universe's largest cadaver. This is what I was born to do, is put this thing fucking down.[3]
  • Beau: I swear to god, Essek, if you fuck this up... [...] My essence will haunt you.
    Essek: And I would deserve it, like I deserve all of the things that haunt me.[4]
  • Gaudius: You arrive by sheer force of love and family, protecting those that bring you joy and meaning. That is true purpose. Through these bonds eternal, everything has meaning. We seek to bond everything in love and to become one, as we all are. Absolute, eternal love, without boundaries.[5]


Adjustment Count Item Source Destination Notes
Expended 25 gp worth Gold dust Caleb Threshold crest To cast Immovable Object.
1 War pick Cree Non-magical
Acquired 1 Blood vials Cree Contains blood of various people.
Acquired 1 Cape of the Mountebank Cree Beau Can cast Dimension Door 1x/day.
Acquired 1 Necklace holding the blood of the Nonagon Cree Fjord Worn around Cree's neck as her holy symbol and spell focus.
Expended 1 Dark purple gem Caleb Rejuvenation Ritual Recovered by Essek from the Rejuvenation Chamber in the Genesis Ward. Used by him in the ritual giving the party the benefit of a long rest.
Transferred 1 Residuum shard Veth Caleb
Crafted 1 Residuum-covered amulet Caleb Caleb Caleb used Fabricate to melt the residuum around his Amulet of Proof against Detection and Location and then used it to cast Mind Blank.
Identified 1 Aeorian Security Cannon Veth Veth Crossbow-like device found in Aeor. When an attack is missed, can use a reaction to get a secondary attack.
Identified 1 Aeorian Protective Chestplate Caduceus Breastplate with +1 AC and 5 temporary hit points every turn for 1 minute when activated 1x/day.
Transferred 1 Green Beetle Breastplate Caduceus Jester +1 to AC.


  • Sam's flask starts with a QR code that links to this JPEG (which shows a trippy image with "slice away, travis" written in binary-encoded ASCII); later, the flask flips round to reveal a pair of pliers that say "You may pet me, Veth".


  1. See "Where There Is a Will..." (2x138) at 3:08:13.
  2. See "Where There Is a Will..." (2x138) at 3:18:44.
  3. See "Where There Is a Will..." (2x138) at 1:38:47.
  4. See "Where There Is a Will..." (2x138) at 1:39:55.
  5. See "Where There Is a Will..." (2x138) at 2:36:43.


  1. Fan art of Cree, by Emily Cook (source). Used with permission.
  2. Fan art of Cree's mutated, monstrous form, by CT Chen (source). Used with permission.
  3. Fan art of Essek and the dunamancy gem, by @tshortik (source). Used with permission.
  4. Fan art of Essek and Caleb shattering the dunamancy gem, by heidzdraws (source). Used with permission.
  5. Fan art of the Somnovem Omega, by Ace Newland (source). Used with permission.
  6. Fan art of Lucien with the Somnovem Omega, by Sakyora (source). Used with permission.
  7. Fan art of Lucien on the throne of flesh, by Toby Sharp (source). Used with permission.