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The second main story inLayers Of Fear (2023)is the full plot of Layers Of Fear 2. Players take the role of the Actor, a brilliant but troubled star of the stage and screen. Shooting a film on board a cruise ship under the watchful eye of a mysterious (and possibly inhuman) Director, the Actor dives into the past to build a character for the role.
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Like its predecessor, Layers Of Fear 2 requires you to piece the story together bit by bit, and you may not find everything the first time through. We’ve put together the full story below!
Layers Of Fear 2 includes themes of abuse and neglect, which are reflected in this article.
Spoilers ahead.
Lily And James
Lily and James Burns were born in Englandsometime around the turn of the twentieth century. Their father, who had been a corporal in the British army and lost an eye during his service, was a drunk and a gambler who worked as a projectionist at the local movie theater. Their motherdied due to complications from childbirthwhen James was born after a difficult pregnancy, and Corporal Burns resented his son for this.
Lily, a brave and outspoken girl, assumed the role of her brother’s protector. James, on the other hand, was quiet and shy, but Lily saw that he had an inner strength the needed to be shepherded. Lily did her best to advocate for James and deflect their father’s harsh words.
The kids would oftensneak into the movie theaterand watch movies from the balcony, which was closed to the public due to being structurally unsound. Theirfavorite films were pirate adventures, but they always had to leave before the ending so that they could get home before their father and prevent him from finding out where they’d been.
Largely left to their own devices, Lily and James wouldpretend to be pirates themselves, using their imaginations to make their lives a little brighter. At one point during this time, James wasinterviewed on a park benchby a reporter testing out his new audio cylinder recorder, making him one of the earliest people to have his voice preserved in this way.
The game seems to have a bit of historical inaccuracy with its dates, as it suggests that Corporal Burns was injured in the First World War. However, a newspaper article that you can find on board the Odyssey, which references Woodrow Wilson’s inauguration, places its voyage in the spring of 1913, a year before that conflict even began.
Stowaways
The owner of the movie theater where Corporal Burns worked refused to follow local safety ordinances, despite multiple failed inspections; as a result, the building caught fire (early film was extremely flammable due to the nitrate compounds used to manufacture it). Lily and James' father waskilled in the blaze, leaving the two orphaned. Seeking to leave their hometown and seek a new life elsewhere, the twostowed away aboard the RMS Odyssey, a state-of-the-art cruise liner bound for the United States.
Under Lily’s leadership, the children were at first able to avoid being caught by the ship’s crew,stealing rations from the kitchen to survive.The crew noticed the missing food, but it was weeks before they ever caught even a glimpse of the kids. Once they had been seen, however, the matter was brought before the captain, who demanded that the stowaways be apprehended.
The Odyssey was placed on lockdown as the crew searched the lower decks, but Lily and James were able to evade capture. One passenger, awealthy older woman, decided to take matters into her own hands, defying the crew’s order to stay in her cabin and descending into the ship’s depths herself. She cornered the children, and when coaxing didn’t work she tried to physically restrain them.
Lily panicked and fought back, while James stood by paralyzed with fear. Having completely lost control, Lilystabbed the woman repeatedly, even after she was already dead. When she recovered, Lily snapped at James, berating him for having done nothing to help. James fled, terrified after having witnessed his sister’s violent reaction.
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Shipwreck
While separated from Lily, Jamesfreed a rat from a trap, unwittingly releasing a malevolent entity called the Rat Queen. Feeding on the creative power of artists, the Rat Queen would typically make pacts with them that granted her strength at the expense of the human. However, perhaps due to ancient bargains or the laws of her kind, the Rat Queenswore to serve Jamesfor his kindness.
At the same time, disaster was brewing. A fire broke out in the Odyssey’s engine room; the crew was unable to contain it, causing themain boiler to explode, breaching the hull. The ship began to sank as the order was given to evacuate to the lifeboats.
Guided by the Rat Queen, James was able to reunite with Lily, and the two made their way to the top decks to escape the sinking ship. However, acollapsing piece of the shipseparated them again, with no way for the two to regroup.
The Actor
One of the siblings diedin the shipwreck; the other made it to a lifeboat and ultimately landed in America. The surviving sibling developed aseparate personality with the identity of the other, in their mind allowing both to live on. They grew up to be acelebrated actor of the stage and screen, though the tabloids noted that they seemed to be arguing with themself when they thought nobody was around.
Aftermore than a dozen successful roles, the Actor was cast in a film that was to be shot at sea,aboard a replica of the Odyssey.The Director, one of the Rat Queen’s servants, sought to draw out the Actor’s original personality; by this point, theycouldn’t remember whether they had originally been Lily or James. Confronted with vivid memories of their time aboard the ship, the Actor (whose original identity isdetermined by which ending the player gets) returned to the stage and continued their career.
