The Rat Queen

The Rat Queen is a recurring character and the overarching antagonist of the Layers of Fear series. She is first seen as a portrait.

She makes a more formal appearance as an actual being in Layers of Fear 2.

## Layers of Fear (2016)

She first appears in the final chapter of the first game, as a portrait. It is done in a similar style as the famous painting, "Lady with an Ermine", and was created by the Painter.

The room is set up with three copies of the portrait displayed in a triangle formation, which falls apart as the player approaches it, revealing a multitude of rats buried in the canvases. After a sequence where a ringing noise blares and the rats scurry away - which leaves nothing but the frames behind - looking around the room, the player can see just the eyes of rats staring back in the darkness behind the broken walls.

## Layers of Fear 2

The Rat Queen makes her first appearance in a dream sequence at the start of the game. She appears behind the child James actor on a stage, pulling his head off as she says, "Such a shame...you almost had it." This is reminiscent of the Painter's words at the end of the Loop/Neutral ending in the first game, where he says, "I was so close this time...I almost had it!"

Her portrait appears numerous times over the course of the game proper, twice appearing behind a drape in a nicely decorated section (Acts 1 and 2), with a dining table, chairs, and a mannequin sitting nearby.

In Act 4, it is heavily implied that James came across her after losing Lily, as we see a number of drawings where he communicates with rats. However, he asks for what their name is, and is only given one name in return, suggesting it was the Queen he was talking to. The Rat Queen probably implanted the idea in his mind that Lily can live forever within him, and he can be "the captain now." After James says these words in the note flashback, a faint voice can be heard that sounds like the Rat Queen whispering, "My captain."

The Actor comes across a number of rooms in this section that replicate the murders from the movie Se7en. There, the sinners souls must be freed by performing an act in each room in order to open a cage, releasing a rat. The sequence immediately following this - running across the sea, avoiding Formless Men and using canons to light the way - imply that James ventured into the void to retrieve his sister, believing she could be saved. However, right afterwards, we see him hunched over, repeating the words, "She lied to me," with increasing frustration. This could mean that the Rat Queen was not truthful about Lily being alive and the means it would take to save her. The end result instead was James took his dead sister's soul into himself, and they both came to inhabit the same body. This lead to James not having a proper development as he got older, and it's plausible that this gave birth to the Formless Man.

Additionally, the black and white room (where James says 'she lied to me') will feature the Rat Queen's portrait behind the statue, and she will say, "Here we are again. You almost had it."

In Act 5, the broken drama mask will be a flashback item once again. Picking it up, Lily's garbled voice is heard. She says, "You tried so hard to bring me back. You called out to me from the void. But something else answered." It is most likely that this 'something else' is the Rat Queen.

### Endings

* The Rat Queen will only make an appearance in the Madness/Formless ending, where you Obey the Director twice, and Disobey the Director twice. The Actor will find themselves in a dark room with some barrels and many candles. The Queen will circle them as she talks about how many times the Actor has done this, and that they are trapped in a prison of their own making. They can't have what they seek because they don't know who they are yet. If they eventually earn their reward, she "will be waiting", and will give them what they want. After she says this, she will sweep her arm over the Actor as she turns around, sending them back to the beginning of their Loop to start over again. They will then find themselves at the first key decision, and hear the Director say, "Action!" The player then must choose to shoot either the male or female mannequin again, then the credits roll.

### Mysterious Items

There are 4 mysterious items that can be obtained over the course of Layers of Fear 2. Their dialogue can only be heard by getting the conch shell. The player must follow the instructions on the piece of paper found in Act 2, which makes mention of supernatural entities. The telescope in the Actor's room has to be hovered over the seascape for 42 seconds in order to get it.

While the identity of the person speaking for 3 of the 4 items is left ambiguous, one is without question spoken by the Rat Queen. Her object is located in Act 4 (only in New Game+). Inside the area where James repeats "She lied to me", there is a peephole in the statue he is sitting against. If looked inside, the player will be transported into the room which is filled with clutter and a giant rat statue. Looking up, the Rat Queen's portrait from the first game can be seen, sitting on some chairs.

There are three small rat lights in this section. Pointing them towards the big rat statue will cause the special item to appear: a tree covered with eyeballs. When translated by the conch shell, the Rat Queen says the following:

> "The little rat thought he had won. His fate, he thought, he’d outrun. Not so hasty, little one. The journey has just begun. After all is said and done, you and I will have our fun."
>
>

Another of the objects references the Rat Queen. It is a tree with a green vine wrapped about it, also found in Act 4. It doesn't require New Game+ to obtain. Upon reaching the dining room set-up (with the mannequin lying under the table), there should be a nearby chest that is locked. Near it is an alcove that has three large playing cards strewn about. That will show the code required to open the chest and get the item. When using the conch to properly listen to it, an unidentified man will say this:

> "Who do they think they are? Don’t they understand? Don’t they know who I am? My lady…she has chosen me. I am her betrothed. Even now I see her. Her gentle features, as if painted by the finest brush. Fangs aglisten, a seductive smile on her lipless face. My lady, though no artist could capture your true beauty…it is what I have in your absence. She’s been quiet for some time. She’s testing me…but I will keep my vow. We will be together again. Tails twisting, teeth tearing. Piercing my skin. Gnawing on my insides. The pain…it tells me…I’m the one."
>
>

## Layers of Fear (2023)

The Rat Queen first appears as the Writer explores the Lighthouse, her image flickering over an existing painting on the wall of a storage room.

She shows up again when the Writer hears a window making a banging sound from being left open. When she closes it, the Rat Queen appears just outside the window, flickering there as well and in a few other spots around the inside of the Lighthouse, enticing the Writer to accept her power in order to write the book she needs to. The Writer accepts, and through the deal, ends up making a successful book out of the Painter's story. This unfortunately comes at a cost of the Writer's son (in what way is left vague).

Throughout the game, the Rat Queen will make comments on various parts of the Painter's and Actor's story. She will even chime in once in Inheritance, and a few times during the Musician's story (the Final Note). Some of this dialogue will change based on the choices the player makes in their playthroughs. She also provides voiceovers for the rat drawings in the Painter's story.

When the Writer returns to the Lighthouse ten years later, determined to try and stop her by 'breaking the pact', the Rat Queen defends herself by messing with the Writer's mind further. Her portrait appears all over, and the Writer ends up drawn into a series of hallways taken from both the Painter's and Actor's stories.

In the end, the Writer sets fire to the Rat Queen's portrait, hoping it will free her. Instead, the Rat Queen appears in the flesh, and traps the Writer in the Lighthouse, telling her to focus on her writing.

## Gallery

The eyeball tree item.The vine-tree item.Her portrait hidden behind a drape.