Layers of Fear 2 might have a marvelous story, but it is disjointed. You will find bits and bobs that flesh out the narrative scattered throughout the game, but you can miss them if you’re not careful. Plus, the game is all about insanity, so it falls prey to the unreliable narrator trope, and parts of the narrative are told through symbolism that isn’t easily summarized.
Certain parts of Layers of Fear 2’s story are up to interpretation, but the game as a whole deserves to be experienced, especially since its three endings change the context and meaning behind in-game events. But, if you feel lost or just want to read a story summary, this article should help. But beware: this summation contains a lot of spoilers.
Layers of Fear 2 Story Summary
Chapter 0: Prologue
Technically, Layers of Fear 2 doesn’t feature a Chapter 0: Prologue; I’m just calling the opening minutes of the game the Prologue for simplicity’s sake.
The game begins, confusingly enough, at the end. The protagonist, a Hollywood actor who boarded an ocean liner at the behest of an enigmatic director, starts the game wandering through the boat’s hallways, completely disoriented. The place is falling apart as water pours from the ceiling and lights don’t work properly.
Eventually, the protagonist comes across a woman who pulls off the head of a boy as rats chitter in the distance (much like the original game, rats are a recurring theme in Layers of Fear 2). Light emanates from where his neck should be, and the woman chuckles, “You almost had it.” End scene.
Chapter 1: The Unmooring
Before Chapter 1 properly begins, the protagonist wakes up in his room, roused by the director telling him to “Stay awake.” The protagonist can view his collectibles, examine a chalkboard, and begin every chapter by playing a film reel.
Chapter 1 truly starts when the protagonist exits his room and explores the ocean liner’s hallways. Everything looks normal, but he soon discovers hints that trouble lurks just below the surface. Apparently, the crew has been having trouble with stowaways, and nobody is around.
As the chapter progresses, the protagonist finds items tied to his illustrious past, such as newspaper clippings that cite his acclaimed roles. He also discovers that the director who requested him is a bit of a shut-in and forces all his actors to undergo rigorous tests and trials.
Some rooms begin to repeat, and the protagonist eventually finds the personal effects of two children, Lily and James, who wander the ship and pretend they’re pirates. Eventually, insanity starts to set in as mannequins pop up in random places, the world turns black and white, and the hallways imitate some of the protagonist’s past movies.
Plus, he receives the barest of hints that Lily and James might be stowaways.
Near the end of the chapter, the disembodied voice of the director tells the protagonist to shoot one of two mannequins.
This decision will affect the ending, so players have to choose carefully. Regardless of which mannequin the protagonist shoots, more spooky imagery occurs, and the protagonist encounters a boy wandering the ship’s halls who cryptically mentions a woman who “doesn’t like it when you play with anyone but her” before slipping out of sight.
Right before the chapter finishes, the protagonist faces a new threat: a chase sequence where he has to run away from a misshapen monster. The protagonist eventually escapes, picks up a film reel canister, and returns to his room safe and sound.
Chapter 2: The Hunt
After the protagonist is back in his room, he notices it has changed. The room is slightly more disheveled, and a storm rages outside. Unperturbed, he eventually plays the film he found, exits his room, and starts the next chapter.
In The Hunt, the protagonist’s sanity fails even more. Rooms repeat themselves more often; mannequins appear more frequently; and ugly, cyclopean paintings crop up everywhere. More importantly, the protagonist finds items that reveal his stardom has faded. Despite his successes, people don’t remember or recognize him anymore.
Once again, the color drains from the world as the protagonist explores the bowels of the ship, solving puzzles and witnessing strange events. However, he isn’t alone in his suffering. Even though Lily and James are obviously stowaways, the ship crew can’t catch them, which results in demerits for “dereliction of duty” that take a toll on morale.
Rationing food doesn’t seem to do anyone any favors either. Crew morale worsens, and Lily and James start to starve.
The protagonist’s hallucinations progressively worsen as he sees food that disappears. He also finds a deep stone well and other items that can’t exist on a ship, and at one point the world turns into the Moloch scene from Metropolis.
After solving more puzzles, the disembodied voice of the director monologues about stolen flames that burn out quickly, a recurring theme throughout Layers of Fear 2, and the world starts to fall apart.
Doorways appear and disappear between shadows; pirate gold turns into mountains of fish, and the director chimes in again to make the protagonist pick another choice: take food from a dog or leave it for her and her puppies. Again, this choice impacts the ending.
Eventually, the protagonist discovers an underground city engulfed in flame. After running through the fire and away from another monster, the protagonist finds the second film reel and returns to his room.
Chapter 3: Bloody Roots
Something is obviously wrong the second the protagonist steps back into his room. Knives are violently stabbed into the walls, and after he plays a movie reel in a projector, it’s painfully obvious reality has taken a vacation and doesn’t plan on coming back.
After the film finishes, the protagonist finds himself locked inside his room but eventually discovers a hole in the floor that leads to a small wooden corridor. This corridor empties into a large wooden house that’s nothing but wrong angles and was built for giants.
As the protagonist explores the house, he finds objects and letters that belong to James and Lilly and tell a tale of abuse at the hands of their father. He served in the British military during World War I, ran a movie theater out of his home, lost a lot of money to gambling, and beat James.
The protagonist eventually finds a pendant and discovers it belonged to Lily and James’ mother. It’s “all [they] have left of her,” which raises the question of what happened. According to scraps of paper the protagonist finds scattered throughout the house, she died while giving birth to James, which is why their father hates him.
The protagonist eventually enters the children’s room, which resembles a pirate’s lair, and has to make another decision that impacts the ending. The protagonist hallucinates he is on a real pirate ship and can either force Lily off a plank or shoot mutinous pirate dolls, all while the director and Lily goad him in opposite directions.
However, Lily remains after the hallucination ends, and the truth dawns on the player: the protagonist is a grown-up James. However, if James boarded the ocean liner as an adult, how can he and his sister, as children, also stowaway on the same ship?
Because the ocean liner grown-up James boarded is nothing more than a series of distorted memories, which raises the question of the director’s identity.
During another hallucination that involves a fake rocket ship and some A Trip to the Moon-esque imagery, the cyclopean face that stalked James through paintings reappears.
Fast forward to a hedge maze where James discovers a glass eye, and the face is revealed to represent James’ father, who lost an eye in the war and looked like a literal cyclops to the impressionable young James. Grown-up James then has to run from a giant skeletal cyclops that shoots laser beams from its eye socket, which is the closest Layers of Fear 2 gets to a boss battle.
After escaping the Cyclops, James finds his real father, a decrepit man in a wheelchair who is in constant pain. James can’t do anything to help his father, so he runs away. But is it the grown-up James running away from a memory or the child James running away with Lily onto an ocean liner?
Regardless, grown-up James finds the next film reel and escapes from the specter of his house back to his room on the “ocean liner.”
Chapter 4: Breathe
As James enters his room, he notices plants growing out of nothing. Moreover, the painting in his room has been replaced by a picture of a skull with three eyes and two mouths, and the figurehead on the wall has morphed from a stylized fish head to a wooden, squirming rat.
After James plays a new film and exits his room, he finds himself in the ship’s kitchen. The corridors sway as he explores this new area, and passageways twist and warp before his eyes. James eventually runs from another shambling creature, but he can trap it in a casket if he is fast enough.
James then spends a considerable amount of time wandering more nonsensical corridors before the director chimes in once again, proclaiming, “There are some things that should not be.” And, even Lily’s voice breaks through, revealing she too feels at least some hatred towards James.
James continues to explore halls filled with mannequins and grasping hands, and he hears Lily talking about “being forever,” whatever that means. And, James soon faces one final, symbolic choice: he can either fight against a torrent of water and walk into a burning room or let the water sweep him away into waiting tentacles.
Afterwards, everything seems normal, but then James uncovers a scrap of cloth and remembers that Lily left him for a while during their stowaway cruise. The event broke him mentally and made him hear rats talking. He eventually started conversing with and recruited an army of rats, but it’s unclear if that was a childhood delusion or an actual supernatural event.
After wandering a veritable sea of monsters and aided by a crew of rats, James finds the final film reel and encounters the boy from before, clearly James’ younger self. This young James, however, is surrounded by an army of rats and mourns Lily, whose head is in a cardboard box. The symbolism is clear: Lily promised she’d be with James forever, but she died.
Haunted by Lily’s singing, the grown-up James returns to his room one final time.
Chapter 5: Forever
James wakes up in his room, now consumed by the ocean. After he plays the final film reel and exits the room, James realizes the entire ship is underwater, implying the boat he boarded sank to the bottom of the ocean.
As James wanders the sunken halls, the director claims they are a reflection of James’ indecisiveness, although it’s difficult to determine if he implies James is directly responsible for the boat’s wreckage or that he blames himself for something he couldn’t control.
Meanwhile, Lily’s disembodied voice proclaims that even though James tried to bring her back, something else returned. Again, it’s unclear if she means James tried to keep the memory of Lily alive in his mind but didn’t remember her correctly or if something darker and more literal occurred.
This final chapter is almost solely up to interpretation, and the director takes a slightly more active role. He forces James to confront (and destroy) a broken mannequin that “cannot be fixed.” More cryptically, the director implies this isn’t the first time he’s dealt with James.
Eventually, James encounters the broken mannequin one final time and exits into a scene that recounts all the choices he made throughout the game. James could have either gone with the flow or forged his own path, been strong-willed or easily manipulated.
However, the biggest takeaway from this scene is the ending. Lily and James tried to escape the sinking ship together, but debris cut off Lily at the last second, and James watched helplessly as Lily took an explosion to the face, killing her instantly.
The memory of the blast also knocks out grown-up James, and he wakes up at the beginning of the game, surrounded by the same crumbling and flooding walls from the opening area. He ventures the same halls, opens the same doors, and eventually finds one of three endings that completely change the meaning of Layers of Fear 2’s events.
Layers of Fear 2’s Endings Explained
Ending 1: Flame
If James always obeyed the director, he opens a door and finds a boy eating a small, lumpy clay figure that cropped up in Chapter 3. The boy and James share an impassioned speech about growing up and accepting one’s past, and they receive a standing ovation.
Afterwards, the ending cuts to James in his dressing room as he examines his face and all the movie posters from his major roles. However, James looks as though he doesn’t recognize himself, as if he is a hollow shell who can adopt any identity but doesn’t have one of his own.
Flame implies that James is akin to a piece of clay or mannequin. He is shaped by and does whatever he is told to do by the director —who was likely a real person and wanted to mold James to fit a specific role. Even though James has come to terms with his past, his only purpose in life is to be someone else.
Ending 2: Forever
If James always disobeyed the director, he opens a door and discovers the same boy shooting the same clay figure. However, while the speech this time deals with suicide, James isn’t speaking. Instead, everything takes place from the perspective of a woman. The boy eventually shoots himself in the head with a fake gun, and they receive a standing ovation.
As with Flame, this ending cuts to the dressing room as the woman examines her face and looks at the posters of her past roles.
Forever implies that this woman is a method actor and forges new identities to fit her roles, hence the dual identity symbolism. She places herself in her characters’ shoes and relives their fictitious histories in her head.
The death of her mother, her abusive father, James’ survival and her death, all are false memories employed to get her into character, and the director was nothing more than her Jiminy Cricket. James and Lily never existed, and everything that happened on the ocean liner in Layers of Fear 2 was a work of fiction.
Ending 3: Formless
If James only sometimes obeyed the director and sometimes disobeyed, he opens the door and enters an underground catacomb filled with wooden barrels and candles. A mysterious woman strolls in and chastises James, claiming this isn’t the first time he’s entered the room and that he’s made the same mistakes over and over again.
While the woman promises James can eventually receive what he wants, she claims he hasn’t earned it yet and thrusts him back through time and space to Chapter 1.
Unlike the other two endings, Formless implies that everything James witnessed was real. Even though Formless is essentially the bad ending, since the woman from the beginning of Layers of Fear 2 only reappears in this ending, Formless might also be the canon ending.
As for the director, Formless could imply he is an actual supernatural agent, possibly working for the mysterious woman. As with most of Layers of Fear 2, it’s all open to interpretation.
That’s the basic plot and endings summary for Layers of Fear 2. For more useful tips and guides, stick with Twinfinite.