Apeirophobia always seemed to have levels that repeated. They were the same old things, they sometimes were changed and optimized from time to time. But now. Now is something else. Chapter 1 seemed to follow the same level formula of "find item(s) to open exit" or just simply "Find exit." Many have laughed and called it boring and repetitive. The only thing is Level 16's unique objective, when you finally destroy your first entity. There is someone here to help guide you, they will be watching over you from now on. Your objectives here are new and unique, providing a brand new experience. But the entities residing within these levels don't make this any easier. Congratulations on making it to Chapter 2, but I'm afraid your journey is only just starting. Update released September 22, 2023. This new update introduces 8 new levels, and [UNKNOWN] new entities. More will be provided below, good luck.
Table of Contents
The Watcher is the main attraction of Chapter 2. It's the only entity capable of speech, can teleport and seems to want to "help" us. The Watcher appears in many levels Chapter 2 has to offer, sometimes spotting things out for us or sometimes telling us what to do. There is many specific points in each level to when The Watcher will appear so remember those. He seems to be a floating torso with a head that has glowing white eyes. It has 4 arms that are detached from the body, but seem to be able to function properly. The Watcher also has a grey cloak on he seems to always wear. He always appears in a circular blue and black cloud of smoke, possibly a reference to the space stone from Marvel. The Watcher also disappers in this way.
The Caretaker is the only entity residing within Level 17. It seems to be a large creature that looks similar to the hound, but much larger. It has axe shaped feet and it's legs bend in impossible ways. Its hands are replaced with sharp scythes it uses to help crawl and attack anyone it comes across. It has a mouth with no eyes, but is able to see perfectly. Now The Caretaker isn't one you'd want to mess with. It roams around the level at the same speed as the player running. Once it spots someone it will immediately begin to dash towards them, faster than the Titan Smiler could ever on Level 10. It's quite quiet and only can be heard if your listening very closely. However you can easily juke The Caretaker as it only seems to run on instinct. Once it spots you, it chases you, but once it doesn't see you anymore, it returns back to roaming. It's also important to note that The Caretaker has no set roaming path, and is always random. Sometimes you will hear faint or loud explosion type sounds. If it's nearby make sure to check the roof, as The Caretaker may just be lurking up there waiting. It's currently unknown on when you can predict these attacks though. If The Caretaker catches sight of you try your best to hide within one of the rooms that Level 17 has to offer as it can't enter them or simply chooses not to.
The Outlier(s) reside within Level 18, and is one of the entities within Level 18. They look like a normal mall mannequin. However they have knife like hands, with wiring used to keep them together. Their main body is made of wood that seems to be very old. It's somewhat hard to spot them due to the lighting of the level, but you will know the outlier when you hear them. Within Level 18 lay tens to hundreds of wooden mannequins. Now some of them are outliers, hence the name. Some of the mannequins are fake and can't move. While some of them move, but strictly only when not being observed. They aren't slow either, and there surely isn't just one. You must also remember that the Outliers aren't the only entity here in Level 18. Outliers don't give up very easily, even if your very far away from them they will still try to chase you down. It's only when you get to a spot they can't reach or is just too far is when they stop following you. Note: Their official name is hoax.
The Keeper is the only entity residing within Level 21. It's a massive creature that is about the size of the Titan Smiler. It seems to have 3 legs like a spider and can swiftly graze across the grasslands as if it were ice-skating. It appears to have a human torso, but has no arms or lost them. It's face is put in a way that it looks like it's crying. The name "Keeper" is derived from the job Groundskeeper whom is responsible for the upkeep and maintenance of a cemetery. I think the reason to why the Keeper is crying, or seems to be is because he is the Keeper of the graveyard. This entity is also able to retrace the players steps, being the second entity to do this. Once the Keeper spots you, it's all over from there. There is no known way to avoid it due to the vast open space.
The Titan Smiler is another entity within Level 23, specifically Ending 1 of Level 23. The first time you spot the Titan Smiler in Level 23 is when you are crawling through the vents. If you look down at the fist ventilation shaft and look down you will see The Watcher appear and then summon the Titan Smiler in a metro setting. The Watcher then points the Titan Smiler in a direction and it goes there. A little bit later into Ending 1 of Level 23, the Titan Smiler appears out of the darkness of a hallway. Possibly referencing the first appearance of Huggy Wuggy in Poppy Playtime. As soon as it begins to walk out of the darkness the entire levels lights turn red, and a soundtrack similar to the Level 6 soundtrack. It will begin to chase you to the vent again, and even chase you through it. Once you exit the vent on the other side the gate will close blocking the Titan Smiler from getting to you. After this the Titan Smiler doesn't appear for the rest of Ending 1 or any other level in Chapter 2.
The Phaser is one of the entities residing within Level 23. It looks like the phantom smiler with the very skinny and stick-figure like body, but is fully there with sharp claws, pointed legs and a rhombus shaped head that's nothing but a glowing white void. It appears in the first path of Ending 2. It first shows up by phasing through the wall in the hallway playing a very loud sound, and starting to phase through everything in its path in an attempt to get to you. You must run back to the vent in the wall, but once you enter the vent that leads to the next section you must wait for the Phaser to get to the vent too in order to progress. Once it does get to the vent it just "stares" at you with it's hand reaching for you. This is the only time Phaser appears in Level 23, and just serves as a minor chase scene to the next section.
The Cruelest is another one of the entities within Level 23, more specifically the second part of Ending 2. The Cruelest has the basic body structure of a wyvern, with no legs to walk on, large hands and arms instead, exposed bones that seem to resemble a once rib-cage and a head with purple glowing lights. It's found in sub-level 23.3 and is located in a hanging cage in an unreachable place. However every periodically the lights in the sub-level go out and the Cruelest teleports out of the cage, it goes in a circle path around the level searching for someone. The only way to survive it is to not move at all. Moving at all, even if it's on the other side moving will cause it to immediately stop and go towards the person who moved. Once the Cruelest completes its rotation it will teleport back to its cage and the lights go back on.
The memory worm is going to be the entity within Level 24. Currently there isn't anything to Level 24 so there isn't anything that the Memory Worm can do.
Level 17 is the eighteenth level of Apeirophobia, taking place in an semi-ruined apartment complex. This is when the levels start to get a bit harder, and bring on a good challenge to the player. Not only do you have to worry about The Caretaker possibly ambushing you via roof or just unknowingly, but also filing the key the correct way and using it on the lock to find the combination for the gate. This level is massive maze, and has 2 stories. The second floor contains a gate where the key code is imputed into to open it. On the first floor is the main maze where you must navigate through to get the code. There are occasional rooms scattered around the first floor that can be opened, entered and closed unless they bear the words "Staff Only."
There is also a pretty complex key task here, that really just depends on the Caretakers path, and what the note says to do. The note will show a drawing of the key you have, but it will have holes carved into it. Your key doesn't though. It will also give you 4 prompts to file the key in the top, top-middle, bottom-middle and bottom. There will also be a number next to one of the holes on the drawing. You must file that spot the amount of times the number shows. Your main objective replicate the key in the drawing to your key using the file.
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When you first spawn you will see a cardboard box with keys inside. You must click on it and run to the center of the map where there's a note showing a drawing of the key, a number on it and different holes. You are also given the option to file the key on the top, middle-top, middle-bottom and/or bottom. You can file one spot up to 3 times before being unable to anymore. Once you get the key filed correctly walk up to the storage room door and open it, if you didn't do it right the key will snap and you must go back to the box to get another key and try again.
Once you open the door there will be a note somewhere inside with a 4-diget code for the gate on the Second Floor. Once you enter the code the gate will slowly open leading to another maze. This time it looks different and is easier, as the dead ends are easy to spot right away. Once you find a office area waiting room type hallway you enter into the white glitchy void to enter Level 18.
Level 18 is the nineteenth level of Apeirophobia, taking place in an extremely run down mall building. This level is extremely massive and contains 2 entities, one of them is a returning entity that roams the lower floor of the mall, while the other roams the upper floor. The Outliers are the only entities within the upper floor of the mall, they are unable to go downstairs but are still a threat. The Hound from Level 3 returns here and roams the lower floor of the mall, and is unable to go to the upper floor. There is also a secret area with a nuke that kills everyone here for some reason, but don't worry as it's a one time use anyway. There is a gate located on the lower floor that only opens once all memory game keypads have been completed.
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Around the level are keypads with 1 green button and 13 unlit lights to the side. Once you press the green button the unlit buttons will begin to light up in a specific pattern that is randomized every time. For better understanding it's a short version of the memory game. However upon completing a puzzle it causes a Outlier within the mannequins to awaken. There are in total [Insert # here] keypads you must complete.
Once all keypads are completed a string of text will appear saying "You hear the gate open!" Which is telling you the exit has opened. Once you walk to the gate you will be met with another white glitchty void, and upon entering it will take you to Level 20.
Level 19 is the twentieth level of Apeirophobia, taking place in a modern-era style store, and yet another poolrooms based level. Level 19 is split into 2 main parts, the store and the locker-rooms. The store is a part open area with green walls and metallic shelves, this also represents a modern-era store. The second part of the level is the Locker-Rooms which looks like Level 4, but has lockers, and shower curtains scattered throughout the level. There is also a lot of showers taking up the walls and very few benches here and there. There is no entities within Level 19 other than The Watcher.
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From the store go to the "Frozen Foods" aisle with all of the refrigerators. Go into the open refrigerator and go through the path. Once you see the first left take it and you should arrive in a cold storage warehouse room. Take the claustrophobic hallway which will lead into the Locker-Rooms.
Roam around the Locker-Rooms until you reach a door leading outside into a road. This will lead to Level 20. Do not be afraid, there is no entity.
Level 20 is the twentyfirst level of Apeirophobia, taking place in a modern-era neighborhood in a sub-urban region. You first spawn in the middle of the road, most likely due to the exit location of Level 19. There are headlights in front of you that are on, if you walk to them they will turn off and new ones light up. There are houses scattered around throughout the level, some are locked and some aren't. One of these houses lead to Level 21.
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The headlights will turn off when you get near them, but new ones will light up. Follow the lights and they will lead you to a house. You will know it's the right house when the headlights turn off and no more turn on, wherever they turn off, the house closest to the headlights is the house you use to leave. If you attempt to exit the path or try another house it will just be locked.
Level 21 is the twentysecond level of Apeirophobia, taking place in a graveyard setting. There is a lot of sidewalks and roads leading to different paths, but most importantly are the tombstones. There's a dark grey atmosphere with a grey cloudly sky. The tombstones found throughout the level are random in design and texture, but they will always be in the same location. This level is about medium size, to scale about the size of Level 9 from Chapter 1. There is a lot of dark pine trees scattered throughout the level as well. On one side of the level is a run down broken church that has 2 locks on it. That is part of the first objective for this level. Within Level 21 you will also hear church bells sound in the background as a sort of ambience. The Keeper also resides here watching over the level, and always searching for you.
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For the first objective you must search around the level for keys. There are in total 2 keys you must find in order to open the locks on the gates to the church. The keys will only spawn on the tombstones, locations will very, but they can also spawn on rocks. You will know you found a key by it's indicated white shine and glow to it. Once you got both keys you need to click on the locks attached to the large door leading into the church.
Once you open the door it will play a cutscene of the player going into the church and looking outside, right then The Keeper seems to fall down right in front of the door from a seemingly massive jump. It begins to dash towards the door only for it to be closed on by us. Our player then says "I should turn off all the lights. I don't know why but I know that." There are a lot of torch looking lights around the church and you must turn them all off. You are also able to hear The Keeper banging on the door trying to get in. You will also be timed on this part, not completing objective within the church in time and escaping will cause the Keeper to break into the Church and immediately kill you. If you fail this part you will have to redo the entire level from the ground up, so don't waste time.
Level 22 is the twentythird level of Apeirophobia, taking place in a 1980s styled mall with a plethora of colors and textures. This level is a direct reference to Level 3999 of the backrooms wiki fandom. It has no entities and plays an 1980s arcane theme. This level is pretty big, but is very hard and confusing to navigate due to the color scheme. It's also devoid of most furniture that you would normally see within a mall. Nothing special here though.
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In this level you must find the exit. The exit looks like a white glitchy void with a red exit sign above it.
Level 23 is the twentyfourth level of Apeirophobia, taking place in a modern styled hospital. Upon spawning within this level you will hear UV sounds and monitors beeping. Another thing to note is there will be 2 paths you can enter. The Watcher will also appear here right next to where you spawn in saying: "You can only pick one path. Choose wisely." There is 2 paths, one leading to a hallway and the other leading into a room. The path with the hallway has arrows with "!"'s above the arrows pointing to said hallway. Most likely a reference to Level 6's arrows. The other path has 1 arrow pointing to them, and has double doors leading into a reception type room. The rest of Level 23 is split into multiple sub-levels/the endings which will be shown separately than this.
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Taking the hallway path with the arrows will take you to Ending 2 of Level 23.
Taking the doors into the reception room will take you to Ending 1 of Level 23.
Level 24 is the twentyfifth level of Apeirophobia, taking place in an underground subway station. Currently there is nothing in this level but a cutscene. This is also the same metro station that the Watcher summoned the Titian Smiler in during one of the scenes in Ending 1.
The cutscene begins as the protagonist walks through the railroad of a train station. After a bit the protagonist hears a snake-like sound, and then he stops and turns around. Once he does he spots the entity of this level: The Worm. It takes up the entire railroad track and is slowly slithering towards the protagonist before stopping as he looks at it. Then he begins to turn back and sprint forward into the room ahead. The screen then slowly begins to go dark and then cutscene ends.
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