Interview: Laura Bailey Talks Critical Role: Downfall and Becoming the Matron of Ravens

Critical Role may not have invented the idea of watching several of the most talented vocal performers of the era weave an epic narrative through a collaborative storytelling game, but they’ve virtually perfected it. Over three Dungeons & Dragons campaigns, several one-shots, and thousands of hours, they’ve built a fan base that could take on the world. Each dive into the world of Exandria reveals new details that will keep long-term fans hooked. In Critical Role: Downfall, the returning cast and a few new faces embody avatars of the mighty Prime Deities as they launch their attack on the legendary flying city of Aeor.

Laura Bailey is a beloved member of the Critical Role family. While she remains one of the most celebrated voice actresses in the gaming industry, critters remember her best as Vex’ahlia, Jester, and Imogen, among others. In Downfall, Bailey takes on the role of Emhira, the physical embodiment of the Raven Queen. As a new deity, the Matron of Death is still finding her place in the Pantheon. Downfall sees Laura Bailey portray a level 20 Warlock using her character’s own divine form as a patron. Bailey talked to Game Rant about creating her character, working with new cast members, and the experiences she’s had over 13 years of sitting around playing Dungeons & Dragons. This interview has been edited for clarity and brevity.

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Q: You were tragically not able to appear in Calamity. So what was it like to finally get to work with Brennan Lee Mulligan as a dungeon master?

Bailey: Oh my gosh, he’s so talented. Yeah, I was unbelievably excited when I got to do, or when I thought I was gonna get to do, Calamity, and we did the whole, you know, building character process with him. And so I was even more excited because he just has so much wonderful insight and was devastated when it didn’t get to happen. Marisha did an amazing job, though, and took that character, made it her own, and really developed it. But yeah, I jumped at this opportunity when they asked if I would be down for doing Downfall. I was beside myself.

Q: What’s it like to onboard new cast members like Abubakar Salim, Noshir Dalal, Nick Marino, and other newcomers?

Bailey: It was amazing. We’ve worked with Abu before, and we’ve worked with Noshir before. This was the first time we’d ever even met Nick, so I met him when we were developing the characters together, and he’s so wonderful. I don’t know how, every time we bring new people into Critical Role, they happen to be the most wonderful human beings, and they really are. And I think that, you know, we bring in people that are friends of the family a lot of times, or we bring in people that are friends of friends, so that’s how we end up finding such amazing people. And Abu had actually watched Critical Role and had been a fan of the show, and we met up with him in London, and we were huge fans of his as well. So it was just wonderful that he got to that. He had the time to come out and do this. They were also sweet and so open to explore the characters and dive into the lore, because with Downfall there was so much history, right, obviously, and so much lore that you had to kind of get into your brain before you could even start to create a character. So yeah, they were all so committed. It was amazing.

Q: Speaking of that lore, what was it like to step into the role of a character that has had such an impact on your previous characters? Were you going back and watching how Matt played the Raven Queen or working on trying to make this your own?

Bailey: No, no, I wanted to be true to what Matt had already established, and I did go back and watch, but it turns out I didn’t really need to, because I had a very strong memory of her appearing to us. Yeah. It’s very strong. And yeah, it was actually Marisha who brought up me being the matron from the get-go when they said, “You guys are gonna be playing the gods of Exandria. Here’s the whole Pantheon; go to town,” and really nothing was off limits. Brennan had kind of mentioned, “Maybe let’s play a little easy with the Betrayer Gods,” because he had plans for that. So Marisha was like, “I really want to have Matron representation at that table, and it could be really cool,” and I was terrified to play her because she does have so much lore and so much of it is shrouded in mystery still. I don’t know it or I didn’t at the time, and then I got to have some meetings with Matthew and some meetings with Brennan on the side and find out a little bit more of a deep dive about her history, and that way I could play her a little more accurately with how they were seeing it with how Matt was seeing it.

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favorite critical role character

Q: With Downfall being the first time you’re each picking existing characters, what was the process of sitting down and selecting which gods you’d be representing?

Bailey: We each picked, and it wasn’t decided for sure that I was going to be the Matron. That was just one of the options that you know, like, let’s think about this one, because it would be fun to have her at the table. She’s just so present in all the campaigns and that makes sense. I mean, the goddess of death, so each person kind of came in, and we pitched basically three characters to the table, meaning the rest of the cast and Brennan, and said like “this is what I was thinking for this God and this is what I was thinking for their avatar and how that could work” because ultimately, we played three characters, but we were really trying to embody two separate entities. And so then, after we all kind of pitched all three, then we went back around the table and thought about how those ones could mesh and which ones resonated strongly with the rest of the group and that’s how we ended up being the characters that we did.

Q: How did that impact building the characters mechanically with you stepping in with really powerful level 20 characters? Are you pulling entirely from the lore, or what would be interesting to play from a gameplay perspective?

Bailey: Everything was on the table, right? Brennan, when he threw out he was like “you guys are gonna be level 20,” he also said “anything you really think of that you want to do, just pitch it to me, and we can probably make it work because you’re Gods. You can do whatever you want,” which that freedom is a little overwhelming, you know. I haven’t played a lot of level 20 characters to begin with, and then I picked Warlock, which I’d never played at level 20. Yeah. So it was really like looking at it and going, “how does this work for her? Why would she choose Warlock?” I thought about maybe, you know, would a Wizard make more sense, but she was, you know, she wouldn’t want to do things that she’d already done. So it might be nice to come back in this life and have it be easy, you know. You don’t have to learn everything in magic. It just comes to you from another power. So she basically made a pact with herself and she was her own source of power.

Q: As a role player more generally, are you the type of person who has a massive list of stuff that you want to do eventually or are you approaching every single new challenge like a completely new blank slate?

Bailey: I mean, there’s always gonna be ideas, right, of things. “That looks really cool, I want to get to play that,” but then each time a new campaign comes up, or a new game comes up, all that goes out the window, and you start focusing on that campaign. And I tend to… this is so dumb… I think about, like, physically, what I want them to be sometimes and then “how do I fill that out?” How does that make sense? You know, literally with Imogen, my starting point was I wanted her to have pastel hair. Where do I go with that? And I had come up with like a whole bunch of different characters that could have this kind of sort of appearance and then ended up with Imogen. So yeah, with the Matron, I thought it would be really fun to make her Avatar something that looked really soft and almost innocent and gentle, so that it would be more of a contrast when she did reveal that Matron form.

critical role exandria aeor before the calamity

Q: What’s the process of finding the relationships that may have already existed with these characters that have obviously been around so much longer before you took them over? What’s the process of finding who your friends and enemies are among your circle?

Bailey: Well, honestly, it’s already kind of established within the history of Exandria, so you know. It’s more about what we know, at least for my character. We know that she came in, that she kind of forced her way into this Pantheon and, at that point, it’s like, how do the others perceive her? And how did she perceive them in her mortal life? How did she perceive them? Once she became a God, what did they do? Did they shun her? Did they welcome her? Each person had a different reaction to how that would happen because she basically replaced a member of their family. This whole campaign, this whole mini-game, has been about “what is family and what is family to the Gods?” So, we actually went around the table right before the very first game. We’d already kind of established everything, you know, we’d had side conversations between the players about who knew each other. That’s why Nick and Ashley had calls between each other and really established their character relationship and everything, but at the beginning of session one, we went around and said basically, who each person was in a family, like if you’re sitting around a Thanksgiving table? What would each person be at that table? Would you be the older sister? Would you be the father? I was that girlfriend that shows up that nobody really knows and maybe stands to the side for a little bit. The new one that nobody knows how to treat yet. So yeah, we re-established that right before we started playing so that it would be fresh. Because it needed to come with that history the moment we started playing, it had to have all of that history.

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Q: Are you a person who is conscious of playing with or against type? Are you experimenting in the realm of things you haven’t played with in the past? Are you very aware of how this character might interact with some of the traits you might remember from Jester or Imogen?

Bailey: I think that it’s normal to want to play something that is different from something we’ve already shown, right, and with each character. Vex, we never knew or thought about it ever being shown to anybody but our friends, so we were just playing what was natural to us, and that’s how Vex ended up being who she was. With Jester, I wanted to be the complete opposite of Vex. I wanted to play a character that didn’t have to think before she started talking, and it didn’t have to sound smart. I could just, you know, be stupid, and it was so much fun to do that. And so, with Imogen, it was how can I separate her from both of those experiences and how she would perceive things differently than them. And then with the Matron, there’s so much history there. It’s almost like I wanted to find the connecting threads between what Matt had already established and what her relationship would be between those characters and the other gods, like how did she get from this point to where she is in the future campaigns, right? And also, how do I show those glimmers of moments? You know, she has that moment in Campaign One, where she actually has mercy. She sees something in Vax and is able to change the threads of Fate to make his deal, and could I find a moment in the campaign to show that kind of similar personality trait of hers, right? I really thought about it when I wasn’t expecting it. When Brennan suddenly said, “You are the Matron, explain what this character sees.” I didn’t know that was gonna happen, and I didn’t know I was ever going to be explaining my Divinity in that way, and all I could do was think about the moments that Matt had described in the past and was trying to give that same world to the character that Brennan was playing… Oh, he’s so good. I don’t know if I’ve said that already, and he’s so fast. Like I’m used to playing with Matt and so like coming in with another GM who brings his own flavor of speed and comedy and depth. It was just so much fun to get to experience that.

Q: You’ve had so much experience with one DM. And is it more challenging or is it just a kind of welcome reprieve?

Bailey: It’s not a reprieve by any means because I look forward to our weekly game with Matt, probably more than anything else that we do and he still surprises us. I don’t know how he does it after 10 years of playing together that he still… Actually, it’s more than that, isn’t it? Wow… personally, off camera. Yeah, it’s like 13 years almost… Wow. Geez Louise. He still surprises us. It was just, I think, more nerve-wracking to play with Brennan, because I don’t know how he’s gonna perceive what I’m giving him. Oh, I lost a little sleep before our first game, that’s for sure.

Caleb Widogast's Nascent Nein-Sided Tower

Q: In a couple of weeks, we’re going to come back to Imogen, and we’re going to learn what she has gained from this experience. What do you feel like you’ve learned from this? What do you feel like you’ve gained from the Downfall Arc?

Bailey: Well, I gained a lot more history about Exandria, that’s for sure. Travis, that’s my husband, he is. all about the history. Because he and Sam executive produced the Vox Machina Animated Series, they have to know all of that. Travis really has become a wealth of knowledge as far as all of the different moments in history and Exandria and what it all means. I was still very confused about all of it, if I’m gonna be honest. But after this game, I fully get it. Oh, this is the Divergence. Oh, this is the Calamity. Oh, this is… Yeah, I feel like I’ll be coming back in as a player with a better understanding.

Q: Do you sense a radical difference in tone between playing week to week and playing in Downfall?

Bailey: Oh sure! Sure, I mean, Brennan let us know from the get-go that this was going to be a tragedy, right. It has to be. So there were those moments of levity, but honestly, I was surprised there were going to be any. I had no idea he was going to throw out that whole bar sequence. And it was so welcoming. It was so nice to have that moment of brightness in all of the horror that we were seeing. So, yeah, there weren’t any shopping episode in Calamity. You know, there’s no time to just kind of chill. It’s run and gun.

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Q: How does the shorter time limit affect how you make a character when you’re not going to be with them for quite as long?

Bailey: I don’t know if it did. I mean, I think if I was playing a one shot or a one-off I would not commit to that much backstory. Like when we were creating Menagerie characters, we went super goofy because we were like, “wow, we’re going to play this one time,” and then we had so much fun, and we are going for it. But that’s how we started with Vox Machina. We thought we were only playing one game, so we created characters quickly and then as you play, you create more backstory, and I think that’s normal for a tabletop game. It’s different now, going into the future campaigns that we’ve done, because we know we’re going to be playing them for maybe a hundred games or more. So you want to create all of that before you begin. With Downfall, all of that was already available. I didn’t have to create anything for the Matron. I did, you know, I talked to Matt. I talked to Brennan and really kind of established some stuff. And then I had to create all of Emhira’s backstory, and we didn’t know how much of our avatar’s backstory was going to be in the game, if any. It was more just for our own knowledge of where they were coming from.

Critical Role - The Cupcake 1

Q: Are there any interesting details about Emhira that you feel like might not have even made it onto the screen?

Bailey: So, I mentioned her warlock patron was the Matron. So I had created a backstory where the Matron actually decided what child she was going to be born into, created The Pact with an unborn child, and sent her Champion to that family before or upon Emhira’s birth and so Purvan, her Champion, was with her from her birth to protect her and keep her safe throughout her life and to help teach her everything that she would need to know, how to fight and all of that kind of stuff, and took care of her and her family and really helped out. So he was like a father to her, in some ways.

Q: You got this opportunity to select from the Prime Deities. If you had been given the same opportunity to pull from the list of Betrayer Gods, is there one that particularly calls your name?

Bailey: I love the Lord of the Nine Hells, but maybe The Crawling King? I don’t know why I pulled that in here. I have all these… Look, I have all of these books because my son is obsessed with drawing monsters from our game world. He presented me with like seven new drawings this morning of Iron Golems he was pretty excited about.

Q: That is adorable. Eventually, the fanart corner will just feature his drawings

Bailey: [Laughs] No joke. No joke.

Q: Is there something that no one has asked you yet that you feel like you want to discuss?

Bailey: Gosh… I don’t know if I have anything that hasn’t been asked… Oh, I don’t know. I don’t know. I have so much fun stuff planned, but I can’t say any of it. It’s all hidden and mysterious. There’s so much fun stuff that happens in the final episode of Downfall, and so much fun stuff that is coming up in our Campaign Three. We’ve already played a couple of games post-Downfall, and there’s some really, really great stuff. Oh, it’s good. It’s good. I wish I could talk about it. Oh, no.

Critical Role book image with the cast stood in front of their characters

Q: Did you design your character’s clothing?

That was our amazing artist, Hannah Friederichs. I sent ideas to them about hairstyle and clothing colors and the general like softness or hardness of certain elements, and then, you know, we were presented with a few different options for looks based on what we had sent in and then we kind of refine it from there, just like we do for our other campaigns as well.

Q: A few people pointed out that Emhira looks quite a bit like you

Bailey: Oh, really? That wasn’t my reference, but I’ll say good. I had said I had sent images of like Rachel Weisz from The Mummy and Catherine Zeta-Jones from Zorro, like, I want this ultra-feminine, soft look. So if they say it looks like me, then I’ll take that complement.

All three episodes of Critical Role: Downfall are available now. Fans can find them on Critical Role’s YouTube and Twitch. The show’s official website is www.Critrole.com. Fans can join Beacon for additional Critical Role content.

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