The making of Vox Machina’s Umbrasyl fight, from Critical Role arc to epic animated finale

Critical Role’s The Legend of Vox Machina season 2 has officially wrapped on Prime Video, and the finale’s big fight already stands out as one of the animated series’ best. Season 2 focused on the overarching threat of the Chroma Conclave, a group of dragons who threaten Tal’Dorei, and Vox Machina, and the final confrontation spans the final two episodes, from the moment Percy springs a trap to snare Umbrasyl in “In the Belly of the Beast” and the moment Umbrasyl falls in “The Hope Devourer.”

From the animators to the cast themselves, everyone we spoke to was excited about what the season finale meant, and how it paid off the monumental task of bringing the moment — and its CG dragon — to life. On some level, the battle against Umbrasyl was the culmination of seven years of storytelling work. Here’s how it happened.

At dawn, we plan

Image: Critical Role

Before there was The Legend of Vox Machina, there was Critical Role, the actual-play video series led by a band of game-loving voice actors. Episodes 54 (“In the Belly of the Beast”) and 55 (“Umbrasyl”) of Critical Role’s first campaign played out in real time over nearly six hours, taking the band of adventurers known as Vox Machina from the town of Westruun through the sky, all the way to the bowels of Gatshadow, where the crew wages an increasingly desperate fight against Umbrasyl. What the actors and GM pulled off in the game in 2016 became the basis for the animated series’ epic two-episode final fight.

Liam O’Brien Co-founder, Critical Role; EP, actor (“Vax’ildan”), The Legend of Vox Machina

I remember lots of planning, and it kind of went well until it didn’t that night.

Laura Bailey Co-founder, Critical Role; EP, actor (“Vex’ahlia”), The Legend of Vox Machina

That’s the usual. [laughs]

Liam O’Brien

But we did real good at first. I mean, that’s where “At dawn, we plan” originated from.

Dani Carr Lore Keeper, Critical Role

A full episode and a half of planning for this dragon fight before y’all finally faced him. And then another episode and a half of fighting him.

Laura Bailey

It was a multi-step plan.

Liam O’Brien

A multi-step plan of a plan.

Travis Willingham Chief Executive Officer, Critical Role; actor (“Grog”), The Legend of Vox Machina

I remember that being one of the first moments where we thought planning, actually having some kind of strategy going into an encounter, would make a difference. We quickly found out that it was going to hell in a handbasket and that well-made plans are doomed to fall before a roll of the dice or a clever GM.

Dani Carr

This is an interesting time for me, specifically as lore keeper for the journey of Critical Role, because at this point in time back in 2016, when these episodes were airing, I was still at home. I was still just watching and enjoying and tweeting along with everybody else.

Travis Willingham

It also has to be said that as things got worse, they became more epic at the same time. So whether Sam and Liam thought it was a good idea to appear inside an ancient black dragon, or my buffoonish half-giant thought hanging from a chain behind it as it took off into the sky — we were both right and wrong at the same time.

Dani Carr

The specific dangling situation that [Grog] finds [himself] in. I remember the whole time, just sitting on my bed, in my bedroom, like, “Oh god, what’s going to happen? They’re all gonna die.”

Matthew Mercer Chief Creative Office, Critical Role, actor (“Umbrasyl”), The Legend of Vox Machina

It’s wild to go back to any of these encounters because we’re reminded of all these moments that grew fuzzy with time, all these wonderful little quips and character moments and epic successes. And terrifying failures, of circumstance or dice rolls. Getting to pinpoint the moments that are even worth transitioning to the new medium, and which we can ever-so-faintly change, plus upping them a bit now that we’re not completely beholden to dice rolls and in-the-moment improvisation…

Laura Bailey

…without losing all of the absolutely absurd moments along the way.

Liam O’Brien

Keeping the best worst moments.

Matthew Mercer

That’s kind of the secret spice in all this. Yeah, they’re heroes, and you’ve seen a lot of epic fantasy genre work through different mediums, but you know the best moments are the ones where things just go completely sideways in ridiculous and absurd ways. And then having characters acknowledge “this is absurd and ridiculous” in the midst of pushing forward. I think that’s what our game definitively continues to cling onto and kind of identify itself alongside when we play it. We wanted to make sure that transitioned over into the series.

Keeping the best worst moments

In 2019, a record-breaking Critical Role Kickstarter, aimed to bring the first season of the actual play to animation, gave the story of Vox Machina a new lease on life. The series found a home at Amazon Prime Video and became an instant hit in 2022, but production on season 2 was already well underway — start to finish, the process for a single episode can take six to eight months of work. And figuring where to end was even more important than where to pick back up.

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Sam Riegel Co-founder, Critical Role; EP, actor (“Scanlan”), The Legend of Vox Machina

The big challenge of this series has been, how do you keep the spontaneous magic of what we improvise at the table and translate it to a written narrative? Some of that has meant taking the “feeling” of a big moment — like slaying Umbrasyl, or teleporting inside a dragon belly — and shifting the details slightly so that it feels the same, just as epic and satisfying, but it’s still surprising to both us and the audience. Neither of those moments happened quite like that in the actual play, but the vibe is the same.

Matthew Mercer

Many people who’ve played various tabletop role-playing games know that these battles can sometimes take a while [laughs] over a prolonged period of time. Here we can ramp up the speed, or ramp up the intensity, and have it build toward a climax that’s satisfying for the viewers and the main characters of the story.

Umbrasyl canonically was the first dragon to fall. So [ending on the battle] was a combination of deciding what would be a good finishing point for the season, to where you can begin to see that [victory] is a possibility for this group of dumbasses. But also show that the stakes are continuing to climb, personally and at the scope and scale of the world around them.

Travis Willingham

For a variety of reasons we’ve had to find creative ways to streamline, remove or solve certain elements or features from how the story unfolded in our livestream. We’re also always very conscious of trying to maintain a perspective on the abilities and powers of each character, so they don’t seem too OP [overpowered] too fast.

Matthew Mercer

It took a number of weeks to months of initial meetings over the general arc, like breaking out what the season arc will look like with the writers that are helping bring this to life.

Travis Willingham

We loved Scanlan and Vax finding their way inside the dragon, but without a spell to put them there… There was an unforgettable moment on our writers call when the idea of a “rear entry” plan was first tossed out. We all devolved into laughter and tears, before realizing if we were already reacting to the idea this way, then it was something we definitely had to do.

Liam O’Brien

If you want the version without the butt, that’s out there for you. With the game, there’s so many harebrained ideas and so many magic items and so many spells, and they’re great at the table, there’s just not enough room for every spell and every magical item.

Laura Bailey

Didn’t you Dimension Door in?

Liam O’Brien

Yeah, Dimension Door, and the heroes had to be the same size. So we also shrank Vax. It was tiny Vax, so Scanlan could Dimension Door them both in. So, that’s wild and awesome and I still love it. But on our fastly chugging adventure train in the series, that’s a lot to explain and justify in a hurry. So we were trying to think of a more expedited way in. I think it was my idea, going up the butt. It’s just one of those things, we do it all the time at our company, where someone just goes, Wait a minute, this is dumb… What if? And then that’s what we do. It’s kind of our hallmark now.

Sung Jin Ahn Supervising Director, Titmouse Inc.

There is a fun little juxtaposition in animation where we have to use our imagination and pretend — Oh, how would an engineer approach this? — something that we have no real-life background in, to make believable imagery.

Phil Bourassa Lead Character Design, The Legend of Vox Machina

It’s that thing of knowing when you can cheat and when you have to be like one-to-one or literal. And there’s always a degree of liberties that you can take.

Sung Jin Ahn

So, you have [Percy’s] trap, which was really thought-through, and then you’ve got the characters going up Umbrasyl’s rear end, which anatomically does not make sense. At all. We’ve had many discussions about dragon buttholes. Professionally, mind you, they’re all professional.

Phil Bourassa

Like, does the scale really work, when you see them go into the butthole then into the digestive tract and into the stomach? I mean, probably not! Like there’s probably not enough room for all that, even though Umbrasyl is very big and stuff. But as long as it tracks and it reads and there’s a suspension of disbelief, it seems plausible.

Arthur Loftis Art Director, Titmouse Inc./The Legend of Vox Machina

That ties back into the tabletop origin of it, because Matt put in all this work trying to create a realistic, grounded, thriving fantasy world where everything is kind of self-serious and that ecosystem works very well on its own. And then you put his players into it, suddenly they just ruin everything with butt jokes. That’s the fun of the original show that we keep alive.

Sung Jin Ahn

You’re telling me we worked so hard and that’s not even canonical!?

Phil Bourassa

It’s canonical now, baby.

Arthur Loftis

We made a canon.

Matthew Mercer

When you truncate a storyline that plays out over hundreds of hours, things that feel unique when they are tens of hours apart, dozens of hours apart, can end up showing some similarities when you put them in a much closer proximity over a shorter timeline. So, for instance, the lair that they fought Umbrasyl in the original campaign was definitely this dark mountain cavern with holes throughout it, [but] when we began to discuss it, it was initially challenging to differentiate it from the battle that we did with Brimscythe in season 1.

Sung Jin Ahn

Apparently dragons and sphinxes love fighting in caves. Brimscythe’s battle with Vox Machina in season 1 was in this cold, tundra-like cavern with mounds of gold and sky lighting from above. The Umbrasyl fight in [episode] 212 is in a closed-off, dark cave with glowing pools of acid. Those little few keywords automatically gave us some big strokes and leaps of how we can visually push the tone to be different.

Matthew Mercer

And so we made it an even more porous, like a multi-tunnel cavern between this cleft, a chasm in the middle of the mountain, and got to really play with the design team as far as the pools of acid and the terrain dangers that lie around.

Arthur Loftis

The color scripting this season helped out a lot, because we didn’t do a lot of that in season 1. We had a dedicated color script painter for season 2 who would just crank out these beautiful paintings that you see in the end credits for each episode, Howard Chen. So he set up the lighting for each of these locations — seeing the Umbrasyl fight in the still images along the way really helped inform the rest of the team, like, OK, this is how big the cave needs to be. This is where the acid is going to get the correct amount of bounce light.

Image: Prime Video

Matthew Mercer

As far as the combat scenario, the surrounding of it, we wanted to give [the characters] more opportunities for movement, especially since we just gave Vax a new means of transportation in the moments before. And Vex got a fast aerial means of transportation earlier in the season. Being able to play with dragons and flight and characters that can kind of match on a certain level of speed [allows] that combat to become dynamic. Even the transition from the outside of Whitestone to the top of Gatshadow is not very dissimilar from how it played out in the campaign, trying to chase a fleeing dragon. Certain individuals hang on as best they can before they plummet to what could very well be their death.

When Vax snuck in, we definitely wanted to have that [moment of] accidentally bumping into an unseen predator by yourself in the midst of that circumstance.

Liam O’Brien

We step on rakes constantly in the game.

Matthew Mercer

My fun is putting down rakes for you guys to step on.

Dani Carr

It’s important to me to have the consistency of the character arcs, and see where someone starts at point A, and get them to point Z, and if the other letters shift around you still hit those main beats. You still hit the things you love about every character, about how they relate to other people.

Laura Bailey

I think the relationship [between the twins] that is shown over hundreds of hours, we get to see all these little intricacies in the relationship as it develops. And when we’ve condensed it [in “The Hope Devourer”] it’s nice to see their trust and their doubt in each other playing out.

Liam O’Brien

I think we did a great job in season 1 and the beginnings of season 2 with how in lockstep the twins are. They have a decades-old rapport with each other. Of course, everything going smoothly is no fun. So the joy comes from knocking your characters off-kilter. I am loving them having to adapt, find other people besides just the two of them to rely on.

Sam Riegel

This season was all about individual character insecurities and overcoming them. How can you be part of a team if you’re still hung up on personal failings? So, [in the final fight] Scanlan needed a moment where the group could see him shine — to help him get over the assumption that he’s the tiniest, most useless member of Vox Machina. He still hasn’t gotten over it — but maybe this is a start.

Matthew Mercer

You know, we want to make sure that people who are new to the series can follow along and be as invested in their first time through the story as anybody else, but we also want to have all our original fans, OG Critters, feeling like they have little surprises to look forward to as well. And we can make alterations and changes to serve the quality of the overall story that we’re telling, but also to let them know, hey, maybe you don’t know everything that’s coming.

How to make a dragon

The Critical Role cast members were vehement about their appreciation of Umbrasyl’s slithery, “you can almost smell him just looking at him” design, even saying that he was their favorite dragon of the Chroma Conclave in terms of his final look. Viewers see the dragon in many different iterations — in the air, on the ground, and even invisible — and the effect pushed the limits of what even a seasoned animation house like Titmouse was ready to handle.

Sung Jin Ahn

When we were doing initial concepts, obviously it’s all based off of the personality that Matt described to us, but I remember that even from the very early inception, it all boiled down to the broad shape language and which shapes we thought conveyed each dragon’s personality. Umbrasyl is comprised of a lot of sharp, spindly shapes. If you look at Vorugal, he’s more like a big chunk of triangle.

Phil Bourassa

I want to give a shoutout to Christine Bian, who we brought in specifically to design the dragons and the sphinxes, once we knew we had the whole Chroma Conclave. Christine is not only just a brilliant designer, she’s one of the best creature designers in the business. She’s so adept with real animal anatomy, she’s brilliant at it, her stuff is so thoroughly researched.

Sung Jin Ahn

Arthur, you’re the one to really get your hands in. Let us know if there’s secret highlights or secret traumas you wanna share with us.

Arthur Loftis

The trauma part, especially. [laughs] We spent months on it, and Christine came up with some amazing options for the rough designs, and honestly her finished designs, they’re very well thought-up, they’ve got some great gimmicks, like the acid pustules on Umbrasyl’s wings, where every time he flaps acid comes off of [them].

Phil Bourassa

She introduced that in one sketch and it just stuck.

Arthur Loftis

We really leaned into all the cool little tidbits that she left for us, and then went in and hand-textured every nook and cranny of those dragons. I did a lot of the heavy lifting on the texture concepts and then worked with our lead surfacer, Laura Hohman, who basically took my paintings and turned them into reality.

Phil Bourassa

It takes a village to create a dragon, really.

Arthur Loftis

There’s all the invisibility stuff. [...] It was almost like three different teams had to come together to make that possible. It’s literally a CG dragon being animated and then turning invisible. So there has to be 2D animation layered on top, to sort of describe how his form melts away into the shape of his scales. It’s really difficult to do that in 2D, and we’re combining 2D and 3D and then working hand-in-hand with the comp team to develop a look by putting all those pieces together.

Sung Jin Ahn

There are definitely easier routes we could have taken — like literally taking the opacity bar and scaling it down in our shots. [...] We really want to push this show, in terms of it being an animated show, and make something unique that hasn’t been done before. We do it in all the little things.

Phil Bourassa

That attention to detail matters, it matters to everyone. It’s like Sung Jin said, the whole is greater than the sum of its parts, because of that. Everything is done with so much care. You’re always looking for the economical solution in animation, but we don’t do it at the expense of quality and creativity.

Sung Jin Ahn

Here’s a little behind-the-scenes fact that you only see in those DVD box sets: Midway through the production we would see early footage of the dragons back, and we saw them and both on our end and with feedback from other creative team members, we had to overhaul their look in the middle of the show. How good they look was not an accurate, pre-planned maneuver, it was a consistently growing process.

Arthur Loftis

I do remember our technical director, Eddie Gonzalez, he’s been on since season 1. [...] He said he was putting a lot of pressure on himself. The show looks so good in 2D, the last thing he wanted was for the 3D to be like the weakest link of the bunch. So he was like, I’m gonna throw myself at this and really make sure you feel the weight of these wings pushing these massive creatures off the ground. Yeah, frankly, like a lot of animated shows with dragons in ’em, they don’t come close to the amount of realism that we put into those models.

Sung Jin Ahn

Bold and brash, Arthur Loftis, bold and brash.

Arthur Loftis

Come fight me. [laughs]

The Vox in the Machina

The cast of Critical Role, all voice-over actors, recorded most of the second season’s voice-over in their homes, at the height of the COVID-19 pandemic. But there was still room for improvisation, whether that came about from hearing other cast members’ takes or Sam Riegel’s improvised dragon-slaying sound.

Matthew Mercer

It’s messy, being the voice of a swamp dragon. There are a lot of moments of me having to clean off my iPad that I have the script up on because of splatter. When you’re in that space, especially when you want to have that sort of thickness to the texture, it helps to like, drink a little milk beforehand and get that thickness, that viscosity in the throat. [laughs] I know, it’s nasty, but it works! You end up having that sort of Jackson Pollock across the screen when you’re done.

Laura Bailey

We’ve all heard each other do so many different voices, especially with as much game as we’ve played together, but hearing these voices with headphones on as we’re recording… Matt will do some stuff, and I just wanna pull the headphones off of my ears because it’s just, it fills your whole brain with that milky sound. [gags] It’s really impressive.

Matthew Mercer

You’re welcome. Laura.

Liam O’Brien

Tangentially, you [Matt] recently hit us with a tortured scream with no warning and basically launched the entire cast through the roof of the building.

Matthew Mercer

There were, like, a handful of scenes depending on the intensity, the dynamic, where we would try and schedule people to still record together, just remotely. To play off of each other and still bring as much of that in-person recording quality together as we could. As Laura said, the bulk of this was in our disparate closets and home booths, trying to make it happen on the timeline, given the weird circumstances we were all enduring.

Liam O’Brien

Yeah, and a different process, cause when you’re doing a group read all together, you get to see and hear the magic of everybody all at once. I would hear a lot of Laura’s lines, because the twins would get paired. But then everything else would be a total surprise to me months later.

Laura Bailey

We’d get the episode for pickups and we record our pickups separately during the pandemic. I would go through the entire episode just to hear what everybody else was doing.

Matthew Mercer

On one hand, I think us having come up through dubbing in video games, which is a very solitary recording experience, we know you can’t rely on other performances. You just have to make your choices and go — it definitely helped given the challenging circumstances. It also helps that we’ve lived these characters and these stories for years and we hold them so dearly. Each of these characters is a piece of us, it feels comfortable to slip into them even when you have to do it alone in a booth. But then, to Laura’s point, you come back and you get the line cut before the pickups everyone’s put in there and you’re like, Oh man, everyone’s so good. All right. I’m just gonna throw on a couple ones you didn’t ask for. ’Cause I wanna plus it up to match their level. We’re all just making each other be our best selves as best we can.

Laura Bailey

We’re all perfectionists as well, so we get way more pickups than we probably should.

Sam Riegel

We can keep recording dialogue right up until the day of the mix, and a lot of other shows can’t do that.

Travis Willingham

We always have more than a few improv reads that win out either during initial records or once storyboards and animatics come back. We’re not precious with our scripts, since it’s us adapting our own stuff in the first place — so anything that’s added by the cast, or any of our talented guest cast, is always up for consideration. We’re big fans of “best idea wins.”

Liam O’Brien

Oh, I think [the note Scanlan sings as the battle ends] was improvised.

Laura Bailey

Sam will sometimes just sing stuff, and it’s epic.

Matthew Mercer

Scanlan’s no different in his random reactions and occasional bits of song. I mean, there’s quite a few clips here and there throughout the series that weren’t in the script, that were just improvised in the moment. We’re like, Well, I mean, that’s the character. That stays in.

Dragons — and laurels — all the way down

With another season of the animated series on the way, the creators and animators have a lot to wrangle. Bringing the final product of the finale’s battle together means years of work coming to fruition — and working hard to ensure that the rest of the series can flow from the moment, especially with season three well underway.

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Laura Bailey

There’s not really a break, once one season [ends] it’s not like season two gets done and then we are off for a while and then we start on season three. Season two gets finished recording and it goes into the animation process. And then by the time we’re doing like our final pickups before audio is locked, before the episode is locked, we’re already recording on season three. So that’s overlapping there. It’s like a train that’s just, it’s going, full steam now.

Matthew Mercer

We’re just on the front, screaming. [laughs] Excitedly.

Liam O’Brien

It’s different from our history, which is just getting hired as an actor to come in and you’re there for four hours max to do something. And now we get the joy and the challenge of birthing episodes over all those months, and every day you’re working on some different aspect in the process. I just wouldn’t change it for the world.

Matthew Mercer

I’m so used to creating a lot of this stuff on my own, just alone in my office and going, “I hope it’s okay. I hope people like it.” Being able to take a lot of these moments that not just came to life because of all these other wonderful people at the table, but then to sit in a room with a bunch of other extremely talented creative people on the animation side and have them go, “Ooh, what if we did this? Oh, how can we plus this?” And basically [we] make something that was already special, that much more special and that much more of an ever-evolving collaboration.

Liam O’Brien

And everyone who is working on it in any capacity loves it. And you can see that in every frame of the show.

Laura Bailey

I love going and watching the episodes over and over, and then just watching every character in the background, cause they’re doing so much, and all the little expressions that you miss on the first time through. It’s wonderful.

Dani Carr

That’s my favorite thing to do on rewatches — pick somebody and just watch them the whole time.

Matthew Mercer

You know that it’s a challenging scale to produce animation like this and there’s always a part in the back of my head that’s like, I hope that the people who are working on this are enjoying it as much as we are. There’s always that little fear back there, and every opportunity we’ve had to meet the teams and spend time with them and hang out and celebrate, everyone has been as excited and grateful to be on this as we are. That to me is extremely special. To have that sort of near-universal camaraderie and passion.

Arthur Loftis

I saw the campaign when it was airing. And I mean, I think to me, we’re living in an age of adaptations. [...] Everything that already existed needs more. And so it’s not uncommon to work on stuff as a fan, but I think the weirdest part is that the people who are in charge of [this] whole thing are just as excited as we are. [...] In this show, everyone is like, I can’t believe they’re letting us do this. It was a tabletop game and now it’s this — I don’t know what it is. It’s this nerd fan dream-come-true fantasy, right?

Phil Bourassa

There’s something really rewarding and fulfilling about going directly to the source — and nobody knows it better, and nobody’s gonna be more enthusiastic about it. And that has a reciprocating effect, because we’re getting that kind of direct feedback from the people that know [the material] the best.

Sung Jin Ahn

At the end of the day: Dragons still hard, yo. Dragons still hard. [laughs] I know we’re all smiles and talking all fondly, but it’s hard making those dragons. Let that be recorded. It was still hard.

Phil Bourassa

It was hard. I’ll just say: One down, three to go.