"Within the Nest" (2x28) is the twenty-eighth episode of the second campaign of Critical Role. The Mighty Nein set out to find some help to take down the Iron Shepherds, and enter the Sour Nest to engage with their enemies...(with guests Ashly Burch and Sumalee Montano!)



We have returning this week our fantastic guests, Ashly Burch and Sumalee Montano.


  • D&D Beyond has Guildmaster's Guide to Ravnica and Wayfarer's Guide to Eberron available to pre-order. Also, Sam reveals his mnemonic to remember the D&D Beyond layout, which he illustrates using a whiteboard. Liam feels a mounting sense of dread.
  • The cast is headed to London MCM Comic Expo October 27th and 28th.
  • There will be no episode next Thursday, but the episode will instead broadcast at 9:00pm Eastern on Friday, August 3 from Indianapolis.
  • Matt's Vox Machina character buildout for Pillars of Eternity II: Deadfire is now up on the Critical Role YouTube channel.
  • The Beast of Winter DLC for Deadfire is coming out soon, available at versesevil.com/criticalrole.
  • Wyrmwood giveaways during the breaks are now on the Critical Role Twitch chat.
  • Talks Machina will be happening next Tuesday at 7:00pm Pacific on the Geek & Sundry Twitch and Alpha.

Previously on Critical Role

Last we left off, The Mighty Nein, who had acquired two new allies in Keg, the dwarven fighter, and Nila, the firbolg druid, had made their way to the city of Shadycreek Run. After making [their] way through the town, spending an evening staying at the Landlocked Lady, and getting some information about where to find info about [their] quarry, and where [their] friends [Jester, Fjord, and Yasha] may have been taken to after they were captured by the Iron Shepherds, a traveling slavers crew.

[...] [The Mighty Nein] went and had a discussion at the Estate Sybaritic with Ophelia Mardoon, of whom [they] were sent by The Gentleman to interface with and do a deed for her a little over two weeks ago. There it seemed that the intent of [their] job placed here in this city has aligned with [their] current goal of freeing [their] friends and seeking vengeance against the Iron Shepherds, as they currently work for a competitive family to the Mardoon house, and in response to them destroying parts of the trade route that the Mardoon family enjoys through the center and southern sides of the empire, they wish [for the Mighty Nein] to instill damage upon their traders as well, by eliminating the Iron Shepherds.

[The party was] given some ideas as to where [they] might find some help, [they] gathered [their] things, made [their] way north into the seemingly corrupted and haunted Savalirwood, to seek information about these Iron Shepherds and where they are. [They] narrowly avoided two large, immensely mutated, bone-spurred bear creatures. [They] sought out and cased the exterior of the Sour Nest, which is the fortress that was given to the Iron Shepherds by the family that pays them and keeps them in their employ. [The party] decided to send [their] new druid friend, Nila, in the form of a small mouse, over the wall, delivery via owl. She snuck through some portions of the fortress to gather intel, and to get an idea of where you were going and what may reside within. A few close calls, and some discovery of what can be expected within the interior, [Nila] made [her] way back, safely, to join [her] friends.

Campaign 2 Tracker Map, Episode 28

Upon accidentally spooking one of the outer guards who were walking the perimeter of the wall that surrounds the Sour Nest, [the party] immediately picked up what you had, fled south, back through the Savalirwood, on [the] way to Shadycreek Run to look for means of possibly finding more help for this endeavor when nightfall hits, and whatever else [they] can do to prepare for the necessary evacuation of [the Mighty Nein's] allies. And that's where we left off.

Part I

The party reaches Shadycreek Run safely. They discuss how to proceed against the Iron Shepherds, talking about hiring more fighters or magic users, burning the stronghold, using Frumpkin to scout ahead, attacking at night, etc. Nott remembers that Ophelia Mardoon mentioned a priest or cleric in the Blooming Grove, or Bone Orchard, a strange ancient gravesite that's been there since before the town was built. Everyone in town thinks its residents are strange, creepy hermits and possibly witches. They decide to go see if that person can help them, since they trust an unaffiliated person more than anyone in town. Nila checks her smell bag, and she likes the priest, too.

Nila leads them through the Savalirwood until they reach an area where its purple-grey gives way to a patch of green, blocked by an overgrown fence of thorns and vines. Frumpkin finds three different layers of similar walls, where the perimeters of whatever magic held the corruption at bay have collapsed and a new boundary placed. Inside, the temperature is warm and the vegetation is lush and beautiful, surrounding grave markers both ancient and new. Towards the core and the back of this final defending pocket of uncorrupted forest is a stone building, windowless and overgrown. Nila determines that whatever the corruption is, it is not natural, and that there is some much older and much more powerful latent reasoning for it.

They get over the fence using branches and creep up to the building, but Nott falls and makes a noise. The wooden door creaks open and a tall, thin, pale gray firbolg with a big shock of pink mohawked hair steps out, holding a cup of tea. He stares at them and says, "Huh. I think I've only got three more cups. Hold on." He disappears back inside and returns with tea-making equipment, and introduces himself as Caduceus Clay while the water heats and the tea steeps.

Official full body portrait of Caduceus Clay, by Ari.[art 1]

Nila and he get along great, and she gives him a big hug. He asks why they're there, and Nott explains they recently lost a friend and are looking for help against the Iron Shepherds, but Caduceus has never heard of them. He lives in the graveyard, where they take good people and put them into earth that has been touched by the Wildmother. He can heal, but he can't bring back someone who's already died. His family (a couple sisters, a brother, parents) has run the temple for generations, holding it against the corruption in the Savalirwood that has been creeping inward for the last hundred years. He's the last one holding it, and he's mostly interested in trying to take care of the natural order of the world and nature itself. The idea of helping them with violence doesn't bother him, because violence is extremely natural. He's already packed - he'll get his things and come with them. When asked if he requires anything in exchange, he replies, "I do. I may ask for it later."

On their way back through the forest, Nott shoots Beau to see if Caduceus can heal her, which he does. Night falls, and they decide to go directly to the Sour Nest for some recon. They see two guards patrolling the top of the wall. Keg steps on a hornet nest, and Caleb sends owl-Frumpkin bouncing off a tree to distract the suspicious guard. The guard wounds Frumpkin but does not kill him, and Caleb feeds him Nila's goodberries to heal him. They watch for a while, taking a short rest, and deciding to try to silently take out the guards on the wall as their first step.


Part II

Caleb changes Frumpkin into a spider. At the guard shift change after midnight, the group splits into two: Nott, Caduceus, and Keg in one group; Caleb, Beau, and Nila in the other. Both groups are able to silently kill a guard, and Beau and Caduceus disguise themselves as guards to take their places on the wall while the others meet at the front gate. Nott lockpicks it and they go around to the back door without being seen. Spider-Frumpkin enters the kitchen and goes under a door into a dining hall, where he sees the two guards that had taken shots at him previously. He ducks out unseen and finds the small room with the trapdoor in the floor but can't get through it, and then explores further, confirming the layout as seen by Nila earlier. The two guards spot him and throw their mugs at him, wounding him slightly before Caleb bamfs him out.

Nott stealths in further to see if she can get the trapdoor open so Frumpkin can scout the basement but is unsuccessful at opening the intervening door, and while exploring knocks over a pile of pots, alerting the guards to her presence. Still outside on the wall, Beau lights a firecracker and tosses it toward the front door, and she and Caduceus rush into the house through the back. Keg takes out one guard, but the noise has alerted Wohn the Barbarian.

Wohn rushes to the front door and spots Nott, but falls victim to her Hideous Laughter and is knocked prone, while Keg finishes the second guard (Phil) and rushes over to attack Wohn. When Wohn shrugs off the Hideous Laughter, she retaliates on Keg, attacking her with Yasha's stolen Magicians's Judge, dispelling the Haste and stunning her. Nila breaks down a door on the way to the trapdoor room. Caleb is able to get the final hit on Wohn with a Scorching Ray, and succeeds on his resulting wisdom saving throw. They recover Magician's Judge. Caleb opens the door leading to the trapdoor room with Knock, and Nott determines the trapdoor is trapped from the underside. She is able to disarm it using Mage Hand and they send in Frumpkin.

The room below is a torture chamber, leading into another room containing two caged humanoid figures (one large and one small) and another guard, looking expectantly at the door. Frumpkin creeps along the ceiling past the guard and into a hallway leading to another room with two more caged figures and two guards, Ruzza and Protto. They spot Frumpkin and Caleb bamfs him out safely, then sends him scouting upstairs.

Meanwhile, Caduceus and Beau, still disguised as guards, go down the stairs below the trapdoor and tell the guard it's all clear, and they got Keg. They could use his help if he's got a second. As they turn back up the stairs they hear a child scream, and Beau immediately says Phil needs their help upstairs. The guard pulls an orange-heated spike out of the cage and follows them up the stairs through the trapdoor, where he is ambushed and killed. Keg joins Caleb, who is still scouting with Frumpkin, and the others descend the stairs. Nott trips a trap and is hit by a boulder-filled net falling from the ceiling, injuring her and creating a noise.

Nila creeps up to the cage and sees an unconscious Kitor, her partner, and a burned Asar, her son, inside. She heals Asar and pulls the bars apart, freeing him. She heals Kitor back to consciousness. He and Nila together are able to bend the bars enough to free him as well. In gratitude, Nila gives Beau a red feather from the necklace she is wearing, and the family goes up the stairs and out the kitchen door to freedom.

Featured Characters

The Mighty Nein





Adjustment Count Item Source Destination Notes
Transferred crossbow bolt 2 Nott Beau Beau angrily told Nott she was keeping the bolts Nott shot at her to test Caduceus's healing abilities.
Acquired gold 62 Sour Nest guard Nott
Acquired gold 22 Sour Nest guard Nila
Acquired crossbow bolts 16 Sour Nest guard Nila
Acquired Sour Nest Guard's cloak 1 Sour Nest guard Beau
Acquired Magician's Judge 1 Wohn Jester's Haversack
Transferred red feather 1 Nila Beau


  • Caduceus: (On seeing the group for the first time) Huh. I think I've only got three more cups. Hold on.
  • Beau: We're drinking dead people tea?
    Caduceus: Aren't we all?
    Caleb: That is a very fair point.
    Beau: Very true. But you're cultivating dead people for good tea?
    Caduceus: Aren't we all? [1]
  • Caduceus: Have you ever been in nature? Yes! Violence is extremely natural.
  • Keg: Nott, be careful.
    Nott: You care about me?
    Keg: Yeah.[2]


  • Sam's giant flask in this episode has a picture of Taliesin with text saying "This flask is Taliesin's new character."
  • When Caleb casts Knock the spell does not create a loud booming sound as described by the spell.[3][4]
  • This episode marked the first time Caleb succeeded on a wisdom saving throw after killing a humanoid (Wohn) with fire, rolling a 13.
  • Keg was aroused twice in this episode.
  • The in-game date at the beginning of this episode was 23 Fessuran 835.[5]


  1. See "Within the Nest" (2x28) at 1:01:55.
  2. See "Within the Nest" (2x28) at 2:31:50.
  3. See "Within the Nest" (2x28) at 2:31:29.
  4. See "Within the Nest" (2x28) at 3:19:32.
  5. See CritRoleStats' running game calendar.


  1. Official full body portrait of Caduceus Clay, by Ari (source).  Used with permission.

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