Inside Critical Role’s Growing D&D Fantasy Empire and the Making of ‘The Legend of Vox Machina’ for Amazon

On the evening of March 12, 2015, Critical Role had its first public showing. In a livestreamed event from a dimly lit studio in Burbank, eight players sat at a table immersed in a Dungeons & Dragons role-playing game for nearly three hours — their first foray in a form of storytelling that would bloom into an indie media empire, complete with an upcoming Amazon show.

Before C.R. began streaming shows on Twitch and YouTube, it started as a group of friends who knew each other from voice-over gigs in animation and video games playing D&D together. The first two sessions were at the L.A. apartment of Matthew Mercer, Critical Role’s long-standing dungeon master, and Marisha Ray, who is now the company’s creative director; they then moved to the house of Travis Willingham (now CEO) and Laura Bailey (who handles C.R.’s merchandise business). “It was an excuse to hang out together,” says cast member Liam O’Brien of the original D&D gathering. “It was just going to be one night of dumb fun, but we kept doing it.”

When they decided to turn Critical Role into a livestreamed show, Mercer says, “We thought nobody would care. And we thought, ‘Is that a good idea to put something we love online for the internet to tear apart?’”

The risk has paid off. Six years later, the core of Critical Role’s appeal hasn’t really changed, although the studio sets have gotten a serious upgrade since those early days. The show’s team has produced more than 1,000 hours of improvisational gameplay over 251 episodes across two D&D campaigns — and it’s gearing up to launch the yearslong Campaign 3, which premieres Oct. 21 with an episode that will be simulcast at 30 Cinemark theaters nationwide.

Next year, Critical Role will hit a new milestone with the release of its first animated series on Amazon Prime Video: “The Legend of Vox Machina,” based on its first campaign and set to premiere worldwide on Feb. 4. It follows a band of misfit adventurers who, in order to pay off their mounting bar tab, find themselves on a quest to save the realm of Exandria from dark magical forces. The show, produced with animation studio Titmouse (“Big Mouth,” “Star Trek: Lower Decks”), could mark a turning point for Critical Role in breaking into the pop-culture zeitgeist beyond its current fan base.

“The animated series for us is a real line of demarcation,” says Willingham, who in addition to serving as CEO voices several of the show’s characters. “We’ve only started to scratch the surface.”

The project hit Amazon’s radar after Critical Role launched a Kickstarter campaign in March 2019. Originally, it was seeking to raise $750,000 to produce a half-hour “Vox Machina” special. It hit that goal in less than an hour and ended up receiving an eye-popping $11,385,449 from 88,887 backers — a total that still holds the crowdfunding site’s record for the most money raised for a film or video project.

After the explosion of fan support, Melissa Wolfe, Amazon Studios’ head of animation and family, reached out to Critical Role’s Sam Riegel (who was directing some projects for Amazon at the time) to propose turning “Vox Machina” into a full-blown series. Eventually Amazon Studios ordered a total of 24 episodes across two seasons, well more than the Critical Role team ever dreamed possible.

“We are always looking for opportunities that start with impassioned fan bases,” says Vernon Sanders, co-head of television at Amazon Studios. “Those fan bases become our biggest advocates.”

Amazon picked up two seasons from the get-go because there are economic efficiencies in ordering multiple seasons of an animated series, Sanders notes. The studio also wanted to show it was making a big commitment to adult animation: “One of the best ways to signal to a community that they can look forward to this being an ongoing series is to do multiple seasons.”

Critical Role has “built these characters to be this true dysfunctionally humorous family,” Wolfe says. “Tonally, what we don’t see a lot is the humor and levity we see in these characters. Fantasy can skew very serious.”

Over its adventuring career, Critical Role has amassed hundreds of thousands of fans, who call themselves “Critters.” The company, which has about 40 employees (including the eight founders), has steadily expanded the business with a top-ranked podcast version of the show, merchandise and collectibles, books, graphic novels, tabletop and role-playing games, and a nonprofit philanthropic foundation.

In Critical Role’s world of Exandria, created by Mercer (who also voices ancillary characters), the characters are familiar to D&D buffs — the Vox Machina squad from Campaign 1 includes a gnome cleric, half-elf druid, goliath barbarian, gnome bard, half-elf ranger, half-elf rogue and a human gunslinger. More broadly, fantasy tropes are drawn from source material ranging from “The Lord of the Rings” to “Dragonlands,” a book series penned by Megg Jensen.

The eight regular cast members all have voice-over and acting résumés: Mercer (“Overwatch”), Ashley Johnson (“The Last of Us,” “Blindspot”), Ray (“Final Fantasy XV: Comrades”), Taliesin Jaffe (“Final Fantasy XIV: A Realm Reborn”), Willingham (“Marvel’s Avengers” video game), Riegel (“Teenage Mutant Ninja Turtles”), Bailey (“The Last of Us: Part II”) and O’Brien (“Star Wars: The Bad Batch”).

In other words, none of Critical Role’s founders had business management experience. “If you said, ‘Hey, let’s make a company and staff it with eight actors,’ I’m not sure that would really fly,” Willingham says.

Back in 2015, Critical Role began airing its show on Felicia Day’s Geek & Sundry (the fandom site and creative studio owned by Legendary), after Day suggested to Johnson that the group turn its D&D parties into a livestreamed program. When C.R.’s contract with Legendary was up in 2018, Willingham says, the group decided to strike out on its own. “Everything we do is creator-owned, and we own all of those rights 100%,” he says. “We knew we had to staff up and commit our time and energy.”

All of the founders own equity stakes in the company, which has received no funding from outside investors. Still, they had no small amount of trepidation in forming a business venture among friends.

“We said, ‘This is really scary,’” Mercer recalls. “But the fact we forged our friendship in the fire of role-playing games created the trust that we wouldn’t fuck each other over.”

Critical Role today is “very profitable,” Willingham says, although the company won’t disclose financials. Yet, he adds, “If Critical Role were about maximizing profits, we’d bring in more MBAs — but we’re really not.” Willingham says the company has an agreement with Wizards of the Coast, which owns the rights to Dungeons & Dragons, for specific publishing and merchandise projects but that Critical Role owns the IP for its original characters, locations and narratives. C.R.’s first official D&D hardcover adventure book, “Critical Role: Call of the Netherdeep,” designed in collaboration with Mercer, is due out from Wizards of the Coast in March 2022. Its major settings include Exandria’s never-before-explored underwater realm of gloom, the Netherdeep.

Historically, C.R.’s Twitch channel has attracted 60,000-75,000 live viewers for each episode. Factoring in on-demand plays on Twitch and YouTube, the total per-episode audience has ranged from 1.2 million to 1.5 million, according to Willingham. In the past 12 months, the audience has grown more than 23% on Twitch and nearly 50% on YouTube year over year.

That said, Critical Role remains relatively small compared with other popular creators and digital media properties: It has 818,000 followers on Twitch (the platform’s most popular streamers have 10 million or more) and 1.4 million YouTube subscribers.

Willingham says the company has plenty of room to expand, noting that he’s an admirer of how DC and Marvel have managed their intellectual property over the decades. He says Critical Role’s stories to date, as sprawling as the first two campaigns have been, “are just a part of what we’re doing — we have lots of other ideas.”

The company has bandied about the prospect of making a feature-length film set in Exandria. And in what may be one of its biggest upcoming brand extensions, a Critical Role video game is in the works.

Matthew Cohen, an agent in CAA’s games department who works with Critical Role, says talks with publishers and studios about a game based on the fantasy franchise are in early stages. “We have to be very particular about what that means and who the partners are,” he says.

O’Brien points out that developing a video game “takes forever, especially if you want it to be something great.”

There are plenty of tabletop-game shows out there in the style of Critical Role. To Cohen, C.R.’s secret sauce is that it has developed a creative approach that functions more like open-source software than a traditional entertainment property, with a community of fans who are emotionally invested in the product.

“This is how intellectual property is going to be constructed in the future,” Cohen opines. “It’s not the single creator in a garret who comes up with an idea, then goes to a gatekeeper who says, ‘Yes, this is good enough to adapt.’”

Amazon Studios’ Sanders echoes the sentiment, saying Critical Role has an “incredible advantage” with its improvisational approach that lets the creators workshop storylines and characters.

“You don’t always find that kind of magic,” Sanders says.

Through the end of 2021, Critical Role is focused on completing production of Season 2 of “Vox Machina.” The group is also gearing up for the Oct. 21 debut of Campaign 3, which will introduce a new band of adventurers coming together in Marquet, a continent in Exandria.

For now, the company has been stingy with details about the third campaign. What it has said so far is that the story will take place after the events of the “Exandria Unlimited” mini-campaign and also after Critical Role’s second campaign, which centered on the exploits of the Mighty Nein adventuring party. Campaign 3 also will feature a host of yet-to-be-revealed guest stars.

Creative director Ray says COVID forced the company to overhaul the way it shot the show from top to bottom. The spontaneity of the live episodes depends a lot on the actors being in the same room, she notes. “COVID presented challenges that I would never want to encounter again, but it did give us an opportunity to rethink how we did things,” says Ray.

Campaign 3 features enhanced set designs, music, lighting and effects, along with improved sound (each actor will have an individual mic). “We’re going to go pretty ham on Campaign 3,” Ray says. “It’s a fine line between adding to the experience but not going so far as to distract from the magic.”

Willingham refers to Critical Role’s weekly D&D livestreams as a “live writers’ room.” The next campaign will be like the previous ones: Mercer, the game master, has general ideas of the setup, but no one actually knows what’s going to happen. Some plot points will literally turn on a roll of the dice: In 2018, some Critical Role fans were distraught when a popular character in Campaign 2 named Mollymauk Tealeaf (played by Taliesin Jaffe) was killed after an unlucky series of throws.

Details of each character are up to the individual actor.  “We’re creating three-dimensional characters, and we intentionally create characters that have flaws,” Bailey says.

Jaffe puts it this way: “We play characters we want to spend time with. We want to play in a world that never feels uncomfortable or where someone feels excluded in a way that isn’t fun.”

Riegel, meanwhile, says that before he started playing D&D with Critical Role, he didn’t know anything about role-playing games. He has let O’Brien sketch out all his characters, including for Campaign 3. For the first campaign, “I told Liam, ‘Pick the dumbest character you can think of,’” he says, referring to the gnome bard Scanlan Shorthalt. “That was me for the next four years.”

The cast says there’s a mutual respect and familiarity that keeps them in sync amid uncertain narrative outcomes. “We know each other so well,” says Ray. “Taliesin can shift in his seat, and I know he wants to say something.”

For Johnson, the most fulfilling thing is that Critical Role has built an entertainment company that does not fit into any mold. When she started, Johnson didn’t have any improv experience. “I feel like when we jumped into this space, it was the Wild West,” she says. “We all trust each other so much — you look at whoever you are doing a scene with, and look at them like, ‘Are we going to fucking go there?’”

The process of whittling down the first campaign for the Amazon series presented a different kind of creative challenge for the team because there was so much source material. “It was kind of death by a million cuts,” Riegel says. “It’s like losing a little piece of yourself in these scenes we loved so much because we had only 22 minutes per episode.”

The cast members feel confident that “The Legend of Vox Machina” on Amazon will satisfy Critters (with Easter eggs sprinkled throughout) as well as delight newcomers who may have never heard of the show. O’Brien says he was blown away when he saw the finished series: “My jaw was going, ‘Bong!’”

Willingham promises that the adaptation stays true to the original campaign, keeping the strong language, violence and sexual situations: “It’s definitely an adult show.”

Even before its Kickstarter launch, the company had approached Titmouse to produce the animation. “It’s exactly the kind of show that we wanted to watch,” says Chris Prynoski, president and founder of Titmouse.

Buyers of TV animation at the time were looking for one of two types of programming: primetime comedies or “hyper-violent or sexualized anime out of Japan,” says Prynoski. They didn’t understand what “Vox Machina” was. According to Willingham, some TV execs thought it was a show about people participating in a tabletop role-playing game.

After the Kickstarter blew up beyond anyone’s expectations, Prynoski says, “that’s when all the buyers came back to the table.”

Willingham says that after Amazon greenlit “Vox Machina,” the first thing the team had to do was educate studio execs on the story Critical Role was trying to tell. “Working with Amazon, it’s been a good reality check to try to explain how it works,” he says.

Says Titmouse’s Arthur Loftis, art director on “The Legend of Vox Machina,” “Maybe it’s the best thing Amazon brings to the table: They are not dice-rolling nerds. They just want the show to be as great as possible.”

Pictured above (l. to .r): Critical Role founders Liam O’Brien, Taliesin Jaffe, Marisha Ray, Travis Willingham, Laura Bailey, Sam Riegel, Matthew Mercer, Ashley Johnson