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Shadows Over Loathing is a single-player comedy adventure/RPG set in the prohibition era of the Kingdom of Loathing universe, and is a follow-up to West of Loathing.

Your character's Uncle Murray has requested their aid at his antique shop in Ocean City, but upon arrival the old man is nowhere to be found. The investigation into his disappearance and the artifacts he's been collecting takes a turn when your character stumbles across some shadowy plots (and a bunch of squirming eldritch tentacles) that threaten to bring about the end of the world. Explore a sprawling open world chock full of danger, quests, puzzles, and stick figures. See how many enemies you can stuff into a phone booth as the athletic Pig Skinner (the Muscle class), control the curds and whey of the cosmos as the cunning Cheese Wizard (the Mysticality class), or march to the beat of your own inscrutable purposes as the hip Jazz Agent (the Moxie class).

This game is best described as West of Loathing meets H. P. Lovecraft in The Roaring '20s. It was released on November 11, 2022.


This game provides examples of:

  • Ambiguous Situation: It isn't especially clear what the Curses you enter are, thanks to the Scythe's Curse letting you enter previous Curses. They may be the Dream Lands of the formerly-cursed items, who are possibly intelligent to some extent (though to a lesser extent than the Old Ham Mill). They may be merely alternate dimensions the Cursed items have access to, since the Compass doesn't appear again in its own setting and the Cursed Scythe is being wielded by the Scarecrow; however, the Book does seem to be in its own setting. Lastly, the characters in the other Curse settings try to help you counter the Cursed Scythe; perhaps they all fear its reality-cleaving (or Dreamland-cleaving) powers.
  • And Your Reward Is Clothes: In a main quest, the resistance leader placed all their money in bonds, so he gives you his shades instead.
  • Another Dimension:
    • Throughout the game, you encounter puzzles in the form of rifts in reality that lead... somewhere.
    • You can meet your alternate-universe self, who's trying to rescue their aunt in Crystaldream Lake.
  • Anti-Frustration Features: Interestingly enough, Shadows Over Loathing has a double layered version of this by giving players multiple ways of dealing with various obstacles. Not a fan of turn based combat? Most encounters can be resolved peacefully if you have sufficient stats or puzzle solving skills. Bad at puzzles or underleveled in a few key areas? You can just brute force your way through the issue via combat.
    • There's also the shadow banishing ring which, when equipped, allows players to skip all random combat encounters with shadow creatures who are one of the more annoying enemy types to deal with thanks to their high resistance to physical damage and general commonality.
  • Apocalypse How: Failing against The Big Bad is set up to be Universal in the last couple of main quests, with "The Shadow" assimilating everything upon entering our universe. An easily-missed ending reveals that it's actually just Bi-Planetary in scale, however.
  • Artifact of Doom:
    • The game revolves around locating and de-evil-ing several cursed objects.
    • The Shining Trapezoidohedron straight out of The Haunter of the Dark makes an appearance, although here it's stuck in the chest of a Dimensional Shambler and lets you see Eldritch Portals, rather than attracts the attention of a certain eldritch abomination.
  • Artistic License – History: Plenty of it. Like West of Loathing's gramophones, it's all Played for Laughs and entirely justified by virtue of taking place in the fantasy world of Kingdom of Loathing instead of Earth.
    • Despite ostensibly taking place during The Roaring '20s, mention is made of Hawaii being a state. Hawaii was officially granted statehood in August of 1959.
    • At one point, Molly can get a Jail Bake cake called the Alcatraz Special, but Alcatraz didn't become a federal prison until 1934.
    • Played for Laughs in a Deliberate Values Dissonance bit, where an NPC apologizes for being sexist by saying he can't keep up with new things like "penicillin" (first used in 1930).
  • Attack of the 50-Foot Whatever: You can be this to the Faeries in Crystaldream Lake (whose lair can be found after they're plot-relevant), and especially so to the Puckwudgies who stole a model village in Gray Country. Those little bastards have it coming; the Faeries are well-armed psychopaths, and the Puckwudgies made a little girl cry.
  • Beard of Evil: Baron Hellstrom's very beard is infused with the starry void, signifying his connection to the Shadow.
  • Beef Gate: Chapter 1's length is massively extended by mobsters outside the Fridge Factory, who must either be defeated with great difficulty or paid off with Meat.
  • Black Speech: Represented by incomprehensible splotches spoken by shadow creatures, in the right hands the language seems to be able to control minds and manipulate emotions. The Big Bad's family name is written in this language, a hint to her identity before she ever appears onscreen.
  • Big Bad: The Shadow President, Margaret Dooley (her last name is usually hidden behind a smudge of Black Speech). She is the mastermind behind the grand conspiracy, and is seeking to bring a malicious Eldritch Abomination only called "the Shadow" into existence to turn herself into the Shadow Empress and rule over reality.
  • Bizarro Elements: Similar to KOL, Shadows uses Hot, Cold, Stench, Sleaze, and Spooky elements. These roughly correspond with Fire (though this is actually a status effect), Ice, Poison (though this is also a status effect), Psychic, and Darkness. There's also Holy, but it only affects certain creatures of especially-irredeemable evil.
  • Bowdlerise: In-Universe. There's an area implied to be a Hell Gate called the "H***-Hole."
  • Bragging Rights Reward: The Beautiful Goldfish is a very useful familiar which raises the stats of the entire party every turn by doing tricks. Unfortunately the only way to obtain said familiar is by completing all of the carnival games at the ocean city boardwalk, which requires you to have at least 15 in all three of your stats. By the time you actually manage to scrape together all the perks, items, and consumables needed to reach that point, chances are you've already finished most of the game and won't be able to get much use out of the little guy.
  • Breakable Weapons: Spoofed. You can learn a skill that displays the remaining durability of your weapons based on how much you've used each one, but regardless of whether or not you have the skill, weapons never actually break, as the durability value keeps adding more decimal points before running out. You can even turn the skill off if you find it distracting.
  • Brick Joke: The Inciting Incident for the primary quest in Day 3 (Chapter 2) is that, due to interference by atlas manufacturers, all Compasses made in the 20th century point West instead of North. A Hobo Code puzzle in Gray County, all the way off in Day 6 (Chapter 5), indirectly reveals that compass magnets weren't just rotated ninety degrees counterclockwise; the atlas manufacturers really switched West with North, changed the official notation on the compass rose, and gaslit everyone into accepting it.
  • But Thou Must!: A few conversation nodes serve only to inform you of why you must choose another option, sometimes at great length. Referenced directly in the bathroom for the underground pirate fish sandwich restaurant at S.I.T. if you inspect the sink and try to leave without washing your hands. "But thou must!"
    • Downplayed with the cursed items you get at the end of each chapter; Jessica will stop you from going to bed with them still-cursed, but only once each chapter. One achievement requires you to keep the Prologue/"Day 1" cursed item into Chapter 1/"Day 2", just to defraud a photographer.
  • The Cavalry: Completing the sidequest chains will provide you with allies in the endgame who take out the spires for you.
    • If you opt for the good old-fashioned Final Boss fight, all your companions (of which you can usually have at most one at a time) will somehow join you.
  • Chekhov's Gun: Foreshadowing is everywhere, and not just the deliberately heavy-handed examples from the prologue.
    • During the prologue, you'll meet a hobo in an abandoned boxcar, venture past a cornfield and Scary Scarecrow, encounter a (mal)functioning robot and hear about a young Wrench Wench going to school to study robotics, all of which feature in major quests over the course of main game, and all within a short radius of a farm belonging to a man named Chekhov.
      • Zigzagged with Chekhov's actual rifle from over the mantel — you may not encounter Chekhov's daughter Simone at all in a given playthrough, as one of three companions whose availability is determined by your S.I.T. major. If you do recruit her, however, her second vignette sees her return home to solve a series of adventure game puzzles to remove the gun and take it with her, granting her an additional combat ability. In the endgame, she uses the gun (offscreen) to save the world.
        Chekhov: That gun's for later.
        PC: Later?
        Chekhov: Ayep. Much later.
      • The prologue's abandoned gas station is a Helco station — the Helco corporation is run by Baron Hellstrom, and is described by the villains as the major source of their power, drilling shadow energy up out of the very earth.
    • You can read the Big Bad's name in Chapter 1, long before you ever know their true significance. The unreadable Black Speech of future Shadow President Margaret's last name is enshrined on the plaque overlooking the grouping of spikes she had installed in Goldthwait Park in commemoration of her tenure as comptroller of Ocean City.
  • Climax Boss: The Scythe's Curse, obtained at the end of Chapter 5. While the Fedora and the Pocketwatch acknowledge your authority (albeit with the latter trying to schmooze their way out), while the Book just wants to test your Latin expertise, and while the Compass and the Key are stronger but break upon being flustered, the Scythe doesn't mess around and wants you dead. It will even hound you across the other Curses, whether through the uncursing machine or through your memories, and it even kills elements of those Curses in the process (probably assuming you've taken this one on last). You have to kill it to break it, with a weapon forged from scraps of the other Curses; doing so doesn't strengthen the Uncursed Scythe, but it lets you keep the weapon you killed it with.
  • Clock King: Jazz Agent nemesis Terrence Poindexter, the square, stuffy bureaucrat to your jazz-loving free spirit, prides himself on being able to reduce the world to predictable patterns which he can recognize, prepare for, and block or counter. Being able to manipulate time helps.
  • Continuity Nod:
    • Murray's Antiques, owned by the PC's uncle Murray Morris, is the continuation of Murray's Curiosities and Beans, a curio shop from the previous game which houses magical items once you rescue the younger Murray from Roberto-induced madness in the Lost Dutch Oven Mine. The El Vibrato psychic headband you use to cure him bears some similarity to the uncursing machine.
    • A spittoon is on display at the speakeasy, described as belonging to a famous adventurer from Frisco who wore it as a hat.
    • Overlapping with Brick Joke: Crystaldream Lake and a certain anachronistic automobile from the hidden Time Travel quest from West of Loathing recur. The former appears as the second overworld map, while the latter, a broken-down '80s sports car, appears in the Slasher Movie-themed uncursing scenario, in the middle of a creepy cornfield, and again in the same Time Crash wasteland where it was found in West of Loathing.
    • The sideshow performers/cursed and damned captives from Barnaby Bob's circus in West return, all working at the S.I.T. library together and having achieved something like a happy ending. Ted still isn't very happy with just having a giant eyeball for a head, but they're all alive and free decades later. Despite being one of the darkest elements of the previous game, they're on the less horrific side of the spectrum in Shadows.
    • Rufus, the player's genius younger brother in the previous game, is engaged in a search for his missing sibling (whose gender matches yours) after they went missing, presumably because your run ended and you either played something else or started a new save file.
    • Dr. Josie Morton is a geologist you first met in Frisco. Decades later, she's the Geology professor at S.I.T., still studying the same floating hex rocks. The search to find her an "ankle-restoring potion" ("That's an awfully specific kind of potion.") for her sprained ankle touches on the minor quest to find "broken leg pills" for a man in the street in Dirtwater.
    • The portals in the Sunken Ziggurat in the Big Moist make the same sounds and activate in a similar manner to the El Vibrato portals. Meanwhile the Ziggurat design is similar to the Hidden City from Kingdom of Loathing.
    • Several Gray County areas reuse farm and ranch assets from the West, but now surrounded by endless fields of oil derricks.
      • The feed and tack store where you first arrive in Gray County is playing the outdoor music from Dirtwater.
      • At the Gilmore house in Gray County, you come across several living mechanical dolls who look very familiar; reading one of the scattered diary pages indicates they were based on a living doll he met named Grace.
      • One of the outdoor kitchens from KOL cameos in the clearing behind the boxcar in the prologue.
    • A certain newspaper clipping reveals that someone won a Pulitzer Prize for her biography of Terri Gun.
    • The ending of the last Mob sidequest has Don Toblerone give you the sigil of the true Boss of the Mob. It's a penguin.
    • The Prologue area immediately after character-creation is boxed in by a road to Topeka, just like in WOL, only from the west instead of from the east.
  • The Corruption: Shadow Taint, which will eventually replace your Standard Human perk with its own, which only serves as an Event Flag to lock you out of the Golden Ending (and you get zapped with a thunderbolt for trying to visit the Cathedral. Make it inside, and you whine about it hurting to be there). You gain Taint by sticking your hand into shadow pockets and using the items that pop out, and by using/equipping Cursed items. You can also gain Taint if you got the "Haunted" backstory, and use it in dialogue. A higher taint allows you to find and read Tomes of Eldritch Lore that grant their own perks and spells, similar to Nex-Mex Texts from West. Luckily, the uncursing machine removes a little bit each time you use it, as long as you haven't gone too far.
  • Cosmic Horror Story: A story of mystery, Weird Science, and the supernatural, with a literal shadow government in league with dark forces from beyond time and space. The game deliberately invokes H. P. Lovecraft and his Mythos with both its title (a reference to The Shadow Over Innsmouth) and its Fish Men. Eldritch shenanigans abound (creatures and locales alike), and the game is even set in The Roaring '20s, when Lovecraft was most prolific, and in which related games like Call of Cthulhu and Arkham Horror are set.
  • Curse: Uncle Murray's job (and thus the MC) is to remove these from Artifacts Of Doom. First you remove the curse from the item and put it in the de-curser, then you psychically enter the curse in the machine to kill it.
  • Cutting Off the Branches: The ending of WOL is revealed to be that 1) the hero fished in all the spittoons. 2) They didn't perform Grace's ritual, as a minor NPC finds her in the Lovecraft Country part of the Loathingverse's USA. 3) The Necromancer was killed and the hero did NOT take his throne, laying all the undead he raised to rest. 4) The Cows were stopped from taking over the world as well, but Duke Bovicus was let back out of the Blessed Circle the player caught him in (presumably by Baron Hellstrom).
  • Darker and Edgier: Even moreso than West of Loathing, which was already a lot darker than the original Kingdom of Loathing. Downplayed in that its still a Loathing game and is thus laden with comedy, but the game is quite a bit more serious, scary, and gross than any of the previous ones.
    • The shift from a Weird West setting to a Cosmic Horror Story makes for a much more serious subject matter, as the game has an actual plot with a genuine Big Bad this time around and a Greater-Scope Villain Eldritch Abomination backing her the whole time. Players can even earn themselves a genuinely bad Sudden Downer Ending in a number of ways, such as eating too many Shadow food items and becoming subjected to The Corruption or not knowing how to rebuild the portal to the human world in the Resolution.
    • While the games are not shy from leaning into Black Comedy, Shadows plays with it a lot more and often verges into genuinely unnerving subject matter — murder, dismemberment, dark rituals and more are all shown to the player.
    • Quests aren't guaranteed to have happy endings if you don't resolve them correctly, and some of them don't even have traditionally happy endings no matter what you do to help. For example, the Maize Maze quest can only be "won" via making everyone within the maze happy, but they're still trapped in an endless corn maze, seemingly for eternity. There's also a quest where the "best" outcome involves letting a dog get closure by letting it kill its master, now driven insane.
  • Deal with the Devil: Baron Helstrom has one with Duke Bovicus but so does Obie, who made a contract with Hell for musical ability. His second vignette is about getting out of it.
  • Death Is a Slap on the Wrist: If you fall in most battles, you're given one of five effects that gives you a minor stat buff. Each effect can only be gained once, no matter how many times you lose in a day. Moreover, most negative perks you receive can be removed by either interacting with a sink or by using holy water in the church.
  • Defiant to the End: If one fully commits to the 'evil' route in the game and gets their shadow taint high enough to absorb the shadow president, killing her in the process, her last act is to give you a Death Glare without saying a word. Even though she's going through an excruciating amount of pain she refuses to let the player have the satisfaction of hearing her scream.
  • Delusions of Eloquence: Mafia capo Don (short for Donald) Toblerone speaks in nonstop Perfectly Cromulent Words, adding suffixes in a misguided effort to sound smart, earning him the Embarrassing Nickname of "Donny Thesaurus". Even when he chances on an actual word, he usually misuses it, such as objectification to mean objective.
  • Destroy the Abusive Home: Molly's first companion vignette has her running around her childhood home riddling everything she sees with bullets. Thankfully, the place is deserted.
  • Developer's Foresight: One of the puzzles to close a portal requires you to spell certain words with provided letters. If you spell "POOP", it fails like any other incorrect word, but with fart noises added on.
  • Did You Just Punch Out Cthulhu?: Possible, and if you do so to the Final Boss, the immediate end-game scrawl says, tongue-in-cheek, "Well, sometimes the best way to deal with a universe-destroying threat is just to hit it with something until it stops moving."
  • Diegetic Character Creation: The character's class, motivation and preferred pronouns are selected as conversation options when talking to various NPCs during the prologue. The appearance is chosen as the player character removes a newspaper blocking their face in front of a mirror.
  • Disc-One Nuke: A Prologue Nuke no less (meaning it's potentially Permanently Missable Content if you fail to get it for that playthrough). It is possible to gain the affection of a cat whose Boon is +1 to all three of your stats. Said cat will show up in the dream sequences between chapters for you to pet, though it will reject you during the dream when you're acting as the Shadow President. Fortunately, once you've unlocked the cat in one playthrough, it will be available in future playthroughs if you choose to skip the Prologue.
  • Dragged Off to Hell: After getting the information on the book that Baron Hellstrom was interested in, if you (bizarrely) leave right then and there during the attack on the refinery, you can go to the SIT Library and look up the ritual to summon Duke Bovicus. Go back to the refinery and once you face Hellstrom, you can summon the Hell Cow Lord's... secretary. Said adjunct is barely interested in you, but notices Hellstrom and grabs him and closes the gate behind him.
  • The Dragon: Notably, the position of Dragon changes depending on which class you are: as a Cheese Wizard you pit your spells against Dark Noel, a Crimbo-themed sorceress whose holly-jolly facade cracks more and more with your interference; as a Pig Skinner you go toe-to-toe with General Bruise, a tough-talking, musclebound General Ripper; and as a Jazz Agent you match wits with Terrence Poindexter, a stiff, arrogant time-warping bureaucrat.
  • Early-Bird Cameo: Various area themes will play on the Nightingale Diner's jukebox. Turning the knob rather than taking the meat to buy a (useless) cup of coffee changes the background tune to a random theme.
  • Eldritch Abomination: The Shadowcaster, AKA "The Emperor of Shadows", the game's True Final Boss and the being the Shadow President is attempting to summon into the physical plane to achieve ultimate power. It refers to itself as "what The Shadow is a Shadow of", indicating all of the manifestations of corruption in the game are the shadows that it casts. It appears as a shifting collection of massive eyes and mouths, which is likely the player's mind rendering it as something just comprehensible enough it won't obliterate their sanity. Even the prompt to interact with it to initiate the final battle is "Be not afraid."
  • Establishing Series Moment: The opening highway area does a good job of setting the tone of the game. The player is given an objective with multiple ways to complete it, explores a large nonlinear environment gathering items and weapons, meets a bunch of kooky characters with funny dialogue, and eventually completes the goal in whatever fashion they see fit, with enough flexibility that a clever player can actually achieve 300% of their original goal, which comes with a Steam achievement and leads the quest giver to lampshade the fact that this shouldn't have been possible. It also features a long, creepy conversation with a character that turns out to be a ghost, which notably does not feature a traditional Loathing punchline. This establishes that it's more willing to be genuinely unnerving this time around, given the subject matter.
  • Exact Words: At one point, you are given an important lesson applicable whenever controlling giant implacable murder constructs: when giving the order "Kill!", make sure you specify who to kill. Otherwise it might interpret it as "Crush the one who gave the order into paste," and then wander off. Which is what happens.
  • Familiar: Returning from Kingdom of Loathing. You can equip pets with various effects, like regenerating Action Points or HP, or damaging or poisoning enemies. Notably, half of the gangster enemies (minus actual Mafiosos and Glockenzingers) have themed familiars supporting them. The Doughboys have dough golems to heal them, and the Tin Lizzies have floating wrenches that fight autonomously.
  • The Family for the Whole Family: The Mob are not bad guys, they mostly send you on {Pun-based missions (you use a laundry machine to launder money, go to a doctor or nurse to doctor accounts, use an anvil to forge documents, etc.). They also send you on hits against vampires.
  • Foreshadowing: On the S.I.T. campus, you can accept a sidequest from a freezing frat boy who asks you to retrieve a jacket from another frat house. He mentions that he's susceptible to changes in narrative atmosphere, and sure enough, the location you go to, Lambda Iota Theta, initially looks like a quirky location before revealing itself as the end result of a curiosity gone horribly wrong.
  • Fun with Acronyms: Parodied in Chapter 3. The AI that runs the S.I.T. campus, ATHENA, is short for "Ask THE New electronic doorway system for Access".
    Admissions Officer: Never let the guy who builds a thing pick the name.
  • Friend-or-Idol Decision: You can save Ernst Zimmer and his house by destroying the Rift Crystal while you are still in the rift. (Said Crystal can make one of the best accessories in the game if you choose the jewelry store.)
  • Fright Deathtrap: In-universe, Spooky damage is caused by being scared to death (or at least closer to it).
  • Gangbangers: A common low-level enemy in the early game is roving groups of themed street toughs. The Doughboys have a baker aesthetic, and fight with Baguette Beatdown and debuffing flour clouds — and given that in the world of Loathing cooking is magic, they have magic powers. The Tin Lizzies are based off of the "Rosie the Riveter" propaganda mascot and fight with grease guns (as in actual grease dispensers, not 9mm SMGs), wrenches, and welding torches. They're both Always Male and Always Female, respectively. The all-goblin Glocklins fight with creepy glockenspiel tunes and goblin tenacity (because they're Glocks).
  • Giant Spider: These are among the monsters you can encounter near Crystaldream Lake, although they can show up in other areas, including the prologue if look hard enough.
  • Good All Along: Dean Wormwood, usually the boss of chapter 3. If you use a combination of the university directory in the library and the newspaper stacks in Ocean City, you can find out more about him and his associates and know to ask the right questions. It turns out he was protecting the university from the Shadows, which is why they invade if you kill him.
  • Hammerspace: A "pocket for things you'll never need to worry about again", to be exact. Your regular inventory can also hold handfuls of water, a cello, a sack that can contain a theoretically-infinite amount of fish, and a bag filled with 150 pounds of sugar.
  • Head Pet: Among of the most unpleasant versions thereof: a huge, visibly squirming maggot, worn as a hat. It gives +1 to all stats, meaning one of the best headgear items in the game is also the grossest.
  • Heel Realization:
    • Barker's ending involves causing the Shadow President to have one. If Barker is wearing the collar of Daisy, the Shadow President's deceased childhood dog, the Shadow President is reminded of her original motivation for seeking power — her grade school letter about growing up to become God so she could make the world nicer for dogs. She remarks that she really just wanted to make life better for animals like Daisy, and questions how far she's moved away from that. She then lets you access the console for the portal, to do with as you see fit.
    • A second method is to research the Shadow President's identity. Starting with the Black Gold Mine diary noting a barn exploded, then cross-referencing the newspaper archives, the church of St. Polycarp, and the SIT library's faculty index, you can eventually find out more about her grandfather. This does require knowing the Shadow President's last name, however, from Barker's interlude: it's Dooley.
  • Highly Visible Password: The password for the register (not the vault) at Securibus Bank is 3. The number of heads.
  • Hoist by His Own Petard: Each of the Classes has a skill that works by dealing damage to a foe equal to one of their stats. The Pig Skinner's version is even called "Stop Hitting Yourself". This makes it extremely useful for taking down the Super Boss since it buffs its own stats throughout the battle.
  • Immortal Hero: Played for Laughs. There are only two ways the player character can actually die in-universe; the first is by walking into traffic before even designing your character's face, and the second is outside the universe. All combat is nonlethal, though it does provide physical-or-psychological injuries that persist a while.
  • Infinity -1 Sword: The Cursed Sickle pursued in Chapter 5, even for non-Muscle characters, though using it makes you kinda unpopular and might put you over certain tiers of badness. Un-cursing it makes it worse, however, and you generally won't keep it cursed for very long if you listen to Jessica. On the bright side, you get to keep the Lawn Mower you made within the cursed realms for defeating its curse, which is sort of an "Infinity -2 Sword" as far as in-game weapons go.
  • Infinity +1 Sword: If you absorb your Nemesis by having 5 or more Levels of Shadow Taint, you can then wear their Hat. It provides +1 to your class's M-stat, +5 to damage of your class's weapon type, and +13 HP, making it outclass almost all other Hats for direct combat... but by then there's only one significant story fight remaining, and you can absorb that guy too.
  • Insurmountable Waist-High Fence: An item example. Without a Letter Opener obtained near the end of the game, you can't open any letters, be they important quest documents or junk mail. It's convenient that you opened the letter from Uncle Murray before the game started. The junk mail contains very-useful stuff, by the way.
  • It's Personal with the Dragon: While the player character doesn't even know who the Big Bad is until just after they meet her, their rivalry with their Dragon of choice occurs throughout the entire game. The final area, Government Valley, is essentially a large area dedicated to funneling the player character into one final showdown with Noel, Bruise, or Terrence before going after the President.
  • Jack of All Stats: For 35 Meat in a "pirate" version of Fission Chips, you can drink a concoction of every single soda they have, for +2 to each of your non-Physical Armor stats (Hot, Cold, Spooky, Stench, and Sleaze). This isn't much, but it means you'll only have to switch around on Food to pass your Culinary Science class, and that's only if you haven't found other sources of the elemental Armor you need.
  • Joke Item:
    • Handful of Holy Water, which can deal 30+ damage to an enemy if they are considered evil. However, very, very, very few enemies are evil enough that it'll work, despite the dark setting of this game, and it's not going to tell you which ones.
    • The Conch Shell, an offhand item gained after careful negotiations and specific dialogues, given to you by an ally that promises to help you. It would call forth said ally... that deals 1 damage and dies from the impact. And since he's dead, the Conch Shell is removed right after combat.
    • The Coffee obtained from the diner at the start of the game. No matter how hard the protagonist tries, they can't bring themselves to drink it because it smells too good and want to save it for when they really need a coffee. Which is never.
    • Beating the Curses on Cursed Items that aren't story important, unfortunately, doesn't make them better or provide any rewards. They're still funny, though:
      • The Cursed Fishing Rod on the S.I.T. Campus, if used for fishing, can provide Shadow Food from anywhere. Uncursing it makes it a normal Fishing Rod. Defeating its Curse breaks its fishing line, reigning in its violent tendencies towards fish but making it far less useful.
      • The Haunted Duck Call in the Prologue (your first Offhand Item) can be upgraded into a Cursed Haunted Duck Call in the H***-Hole, bringing it back up to usefulness. Its Curse is the easiest to remove and defeat, but uncursing it and defeating the Curse doesn't make it much more effective or any less Haunted... which means you can re-Curse it and uncurse it again, infinitely, for your amusement.
  • Jump Scare: Happens five times in a row during one of your dreams.
  • Lemony Narrator: A trademark of the series. The game has an aggressively casual narrative style equipped with many irrelevant tangents, awful puns, weird facts and an apparently bottomless well of sarcasm relating your character's bizarre circumstances and decisions. There are times it reads like an exasperated babysitter for your glue-eating, electric-outlet-jabbing, scissor-running PC.
  • Left the Background Music On: the radio cabinets dotted around the gameworld are implied to provide the game's music.
  • Loophole Abuse: The H Hole gives any weapon that starts with the letter H thrown into it hellfire. If you use a chunk of lead on any weapon, it turns into a Hefty version of that weapon, and therefore is applicable.
  • Lost in the Maize: Twice. Both feature gigantic Creepy Crows and what seems to be the same Scary Scarecrow.
    • Drexel Stead seems to be the Loathingverse equivalent of the cornfield where the omnipotent child sent his victims to languish forever in The Twilight Zone (1959) — the Anthony equivalent here is Billy, named after Anthony's actor Bill Mumy.
    • The uncursing dream scenario for the sickle is a Slasher Movie scenario with the female protagonist's car broken down on the side of the road in the middle of a vast cornfield, with a sinister scarecrow out for her head before the scene takes a meta twist and sees her, your character's avatar in the dreamscape, hunted through the previous uncursings and murdered over and over.
  • Lovecraft Country: Ocean City and the surrounding areas are lousy with all manner of creeps and supernatural goings-on. Notably, the first five areas each parody a common setting of Cosmic Horror Story narratives, and Lovecraft stories in particular:
    • Ocean City is a clear sendup of Innsmouth and Arkham, being a dreary city with a notable fishman problem and lots of angry and mistrusting locals.
    • Crystaldream Lake focuses a lot on druids, drawing on inspiration from Notebook Found in a Deserted House and The Dunwich Horror as well as celtic stories about The Fair Folk.
    • S.I.U. is a spoof of Miskatonic University, combining the traditional depictions of it as a place of Mad Science such as in Reanimator with Wacky Fratboy Hijinx.
    • The Big Moist — rather than the Big Muddy, the Missouri River — draws on The Colour Out of Space and The Moon-Bog, but leans more on Southern Gothic horror.
    • Gray County is the most literal example of this trope, being a haunted countryside with equal inspiration from Lovecraft, The Twilight Zone (1959), and some Delta Green sprinkled in for good measure.
  • Lovecraft Lite: The Shadow, the all-powerful Eldritch Abomination backing the Shadow President, can be beaten back in a straight fight, killed with bullets, or sealed by simply pressing a button. It's not even particularly dangerous, just spooky.
  • Magic Meteor: The Meteor at Moleross House creates light-powered wormholes throughout the house, and causes the crops (and family dog) to grow to massive size. Fitting, since its in reference to The Colour out of Space. Once obtained, it can be equipped as an off-hand weapon that lets you drop a Looney Tunes-esque anvil on an enemy once per fight.
  • Maybe Magic, Maybe Mundane: Pepperidge Dauphin requires you to gather 11 padlocks from his ancestral manor, and explicitly states that the house is not haunted; his ancestors died of natural causes, after all. There's a homemade radio in the attic that picks up voices of the former residents discussing how not-spooky their lives are, but otherwise the house is almost completely normal... despite your character's hopes. Then, when you return the locks to Pepperidge, he disappears abruptly. Then, at the Hobo Camp, you can find a grave with his name on it; he abruptly appears next to you when you check it, claiming it's his great-grandfather's and that he just brought it as a souvenir.
  • Meaningful Name:
    • S.I.T. botany professor Agamemnon Kalos's last name is the ancient Greek word for beauty.
    • The name Hellstrom, here as in West, is associated with a Deal with the Devil, a pact with arch-hellcow Duke Bovicus.
    • Most of the hobos have only one name, and if it's not simply their first name it's often a descriptive nickname or Punny Name instead: Beanie cooks beans, Washy plays washboard, Doc is a doctor, Creamy Steve supplies sandwich cream, Clyde Mossman is covered in moss, Letters McCabe is The Smart Guy who studies the pictograms of the Hobo Code and runs the camp's radios and telegraphs, Croesus Vanderbilt is an impoverished millionaire (from the old idiom "rich as Croesus", referring to the legendarily wealthy king of Lydia, and the Vanderbilts, an American railroad family who rose to prominence during The Gilded Age). Subverted with piano player Fifty-Two Teeth Thompson — he's not called that because of the 52 white keys of a piano, but rather for some other reason, left to the player's imagination.
  • Meanwhile, in the Future…: The Scythe's Curse is set in 1994, where a certain forge-bound golem gives a scarecrow the means to pursue the MC until they are dead. The scarecrow reveals themselves to be the MC's avatar's boyfriend, who's really just after the MC so they can settle a debt, once you threaten to hit them with a lawn mower. Then someone mails the lawnmower to the MC.
  • Minor Major Character: Baron Hellstrom is an advisor whom the Big Bad actually treats with a modicum of faith and trust, rather than the disdain she holds for her actual Dragon(s) Dark Noel, General Bruise, and Terrence Poindexter, who dog the PC throughout the game. Though comparatively less powerful than your character's nemesis and purely tangential as far as finding your uncle is concerned, Hellstrom is an oil baron whose oil derricks and refinement facility supply the shadowstuff needed for the villains' entire dark army. In Chapter 5, you join forces with an elderly heist crew who have come out of retirement to take Hellstrom down once and for all — Hellstrom is their villain more than yours.
  • Misplaced Retribution: Alphonse's ending has him devouring the Shadow President because he blames her and the Shadow for driving his family "crazy". However, the vignette shows no hints of Shadow corruption being the cause. Alphonse's wife is mad at him for not providing for the family while she's stuck raising the kids. Alphonse's kids meanwhile are simply acting out due to becoming teenagers. Your character even tries to hint to Alphonse that nothing's wrong with his family beyond mundane dysfunction, but Alphonse won't hear of it.
  • Mood Whiplash: On the S.I.T. campus, the Lambda Iota Theta frat house. Upon first glance, it looks like the usual quirky Loathing location, being a building made of stone and filled entirely with stone furniture, with the examination dialogue remarking about how amusing it is that they really committed to the stone aesthetic. Then you get to the top floor and see that it's because everyone and everything inside the house was petrified when the fraternity messed with a dark magic device. The best part is that the dialogue maintains the innocent, amused tone even after you realize the horrible truth.
  • Monster of the Week: On multiple levels. Aside from each Chapter having a different primary setting and Cursed Artifact, the entire story takes place in a single week, making the Shadow President, your Nemesis, and the Shadowcaster all Monsters of the Week.
  • Montage Out: The ending (a "Where Are They Now?" Epilogue) is played on the TV in the player character's room; though only the player can see it, because their character is out of the room and there aren't any TV stations yet.
  • Neologism: The made-up word "fustulent" describes something that smells really bad, similar to "reeking." (Presumably, it's derived from "fusty", smelling mouldy, stuffy or damp.) The crafting ingredient that makes Stench items (the Loathing setting uses some oddball magic elements) is Fustulent Grulch, with "grulch" apparently meaning "a globule of unidentifiable, loathsome semisolids." Both words come from Kingdom of Loathing. ("What is fustulent grulch, exactly? That's a question scientists have wisely chosen to ignore.")
  • New Game Plus: A variation in that it doesn't use an old save file. When starting a new game, you have the option of skipping the Prologue entirely and getting everything you obtained in the Prologue in previous games.
  • New Job as the Plot Demands: Inverted. A minor Running Gag is that you used to work everywhere in Ocean City and the surrounding towns... including an unlicensed restaurant set up a week ago in the steam tunnels under S.I.T. The Narrator doesn't believe you, but you can find your own employee files if you press the issue to prove it. This culminates in you claiming the 1909 Employee-of-the-Year award at the Ford Compound, over the exasperated narrator's protestations that you were six years old.
  • No Fair Cheating: You don't get punished for entering the basement code early in Sandwich, but there is a snarky comment about how you're not allowed to do anything there until after the trial. You're also called out for entering the Old Gilmore Place's bomb shelter combination early.
  • Not Completely Useless:
    • Some static Meat-gains outside of battle are affected by Meat-Drop-boosting items, making this gear marginally better than the "extra damage with weapons", "extra Physical Armor", and "extra maximum HP" items in a Pacifist Run. One example is through flipping Textbooks wandering Textbook-flippers on S.I.T.'s campus might sell you; Meat-Drop-boosters are almost-required to make the practice profitable.
    • On the note mentioned above, there is exactly one Physical Armor check in the entire game: 8 Physical Armor for tanking an instance of Falling Damage, to scare some ducks in Farmer MicMillianCuddy's Farm without fighting them. Said check can alternatively be bypassed with the Cursed Haunted Duck Call, an upgraded version of an item probably hasn't been useful since Chapter 1, though using it adds Shadow Taint.
  • Not Your Problem: Delaying the completion of one Chapter-1 quest until your Mysticality is 9 or so, when you finally go to complete the quest, lets you find that aliens known as the Yecchians (Expies of the Ythians) have also had problems with "The Shadow". They then give you a crystal that, when put into "The Shadow"'s ticket into the universe, shunts it 900 years into the future... and into the planet Gobulon Prime, destroying just that world and ending a Forever War at the same time. Don't worry, no one likes Gobulons!
  • Ominous Visual Glitch: As your Shadow Taint rises, the game will begin to randomly flash inverted colors for a split-second at a time.
  • One-Steve Limit: Averted with Agamemnon the gatorman hobo and Agamemnon Kalos, professor of botany at S.I.T.
  • One-Winged Angel: Each of the Dragons has a monstrous second form to their final fight. Even if you defeat them without combat, they're eager to offer you a chance to fight them one last time so you can see what they change into.
  • Organized Crime Sidequest: On Day 2, you get a surprise visit from the Don. That is, Donald Toblerone, who works for the mob. Should you accept his offer to do some jobs for the mob, throughout the game he'll call you to give you various tasks to do like cooking the books, make a guy sleep with the fishes, and laundering dirty money. Literally. He does send you out to do some hits, but they're all on evil vampires.
  • Our Vampires Are Different: Vampires in the Loathing-verse can walk around in broad daylight, stand in running water no problem, and even breathe in garlic as long as they're not made aware of them. There are also vampire gatormen in the game which are Exactly What It Says on the Tin. The irony of an aquatic creature not being able to cross running water is not lost on them.
  • Pacifist Run: One option for navigating through the game. There’s an option to disable combat-related options and an achievement for completing such a run.
  • Pain & Gain: The Irritable trait some enemies have increases their stats every time they take damage.
  • Permanently Missable Content: A possible solution in the final area straight up tells you this.
  • Press Start to Game Over: You begin the game with a paper stuck to your face. You need to go into the diner's restroom to remove it. Or you could just blindly wander onto the road and get run over in under five seconds.
  • Pun: Puns and wordplay, often incorporating allusions to real-world history, culture, and science, form a substantial portion of the humor, used for characters, enemies, locations, and items.
    • Achievement names include Esprit de Corn, for maximizing morale in the cornfield at Drexel Stead; A Witch in Time, instead of "a stitch in time", unlocked for rooting out the real witch in Sandwich village and saving the town; and Cleaning House, for driving out 23 rooms' worth of enemies in the infinitely tall Hilbert House (itself a reference to mathematician David Hilbert's infinite hotel paradox).
  • Real After All: A few sidequests have the player character doubting that something supernatural is happening, only for it to actually be happening.
    • Occam's Gator is a real monster, and he really is dedicated to making the fisherpeoples' lives miserable. He is not however responsible for their kids' disappearance — they ran away on their own because they're sick of a life of deboning and reboning fish. Occam's Gator in fact wants to bring the kids back home because he knows they will be miserable.
    • When exploring Ernst Zimmer's basement, your character assumes Ernst mistook some spilled tar as an eldritch portal to another dimension. After you convince him to stop obsessively playing the music that he believed was keeping the eldritch portal from expanding, you go downstairs to see that his house is actually haunted and there really is an eldritch portal in his basement.
    • While the present day Barbara Yargara is a perfectly ordinary and friendly birdkeeping lady, her grandmother really was a witch. Her basement is still haunted by so much dark magic that your character cannot venture through it without sufficient Spooky resistance. Barbara Yargara is blissfully unaware of the haunting.
    • The village of Sandwich really did have a witch in their midst. Said witch is responsible for why everyone in the village mysteriously died on the same day. Sabotaging the ritual circle you find in the Proctors' cellar foils the witch's plot, allowing the villagers to live to grow up and have descendants who manage the museum as a living history village.
  • Renovating the Player Headquarters: You may find several decorations for your bedroom, some that provides buffs, as well as crafting stations (hotplate, tool bench, and chemistry set) for your desk. After acquiring a deed, you will be the go-to person for adding new shops to the street. You can also find ingredients to expand the speakeasy's offerings.
  • The Roaring '20s: Time continues to march on in the Loathingverse, from the Medieval European Fantasy of the original game to West's Weird West to the height of Prohibition and The Jazz Age, an era of flappers, hobos, and mobsters with tommy guns going head to head with the Prohies.
  • Scare 'Em Straight: Played for Black Comedy in Sandwich. In the present day you can get a rubbing of the bratty Peter Proctor's gravestone with an epitaph calling him a "doody head". Going back to the past, you taunt Peter with the rubbing and tells him he'll be remembered as a "doody head" long after his death due to how much of a jerk he is. As Peter stammers in shock, you reassure him that he's still young and thus has time to grow up to be a better person. When you go back to the present and read his gravestone, the epitaph has been changed to "He was a jerk, but he tried".
  • Scars Are Forever:
  • Scientifically Understandable Sorcery: The basis of the Uncursing scenarios. Magic is a form of energy, which can only be changed, never created or destroyed. Therefore, you have to change the curse into an enchantment. This is done by way of a VR simulation where you must address the bad event that twisted the object from normal to evil.
  • Shadow Government: Literally. Not only do Shadow President Margaret and her associates control the local government unbeknownst to the public — it's explicitly stated that as opposed to Coolidge, Margaret is the real president, they also have Power of the Void and Casting a Shadow abilities and their goal is to summon an Eldritch Abomination known only as "The Shadow".
  • Shout-Out: Vast numbers of references and Puns on real-world pop culture.
  • Shown Their Work: If you manage to convince Frogger to hear out the other frogs-turned-human, one of them will say that he can't breathe due to his skin being too dry (for a frog). Frogs actually can breathe through their skin as long as it's kept moist, otherwise they'll suffocate.
  • Silly Walk: Rather than the previous game's starting Walking Stupid book, which unlocked the randomized Stupid Walking option, in this game, each set of shoes provides a different walk cycle. The sound effects from the walking sync up with the soundtrack, some more than others, from washboard-like sandy shuffling in sandals to pizzicato sneaking in Sneakers of Sneaking, to a low ominous hum as you surf on a wave of utter darkness.
  • Slap-on-the-Wrist Nuke: You can build nuclear hand grenades by crafting Anarchist's Hardware with Glowing Ooze. They deal 10 damage to all enemies on the field.
  • Skill Scores and Perks: There are no levels, instead investing experience points into perks which increase stats, unlock abilities, and upgrade elemental resistances.
  • Speaks in Binary: Two robots you encounter in S.I.T. will exchange banter over a tennis match this way. One of them says "Die in a fire you bastard," while the other says "Go piss up a rope."
  • Spiders Are Scary: In addition to normal encounters, there are options to exclude spiders, add extra spiders, and even replace most sounds in the game with spider noises. Heck, you can even opt into an elective class in Spiders during Chapter 3.
  • Squick: In-Universe. Sleaze damage comes from being grossed out.
  • Stable Time Loop: Putting on the Möbius ring traps the player character in one. It starts with a few nonchalant encounters at Crystaldream Lake, but then it involves doing things that must be done to avoid a paradox such as paying your past self 300 Meat after receiving 300 Meat from your future self or asking Charles for a box of bandages. Once you get your own Möbius ring, putting it on traps you in the loop, leading to the player character chopping off the hand that wore the ring ten years down the line. The loop assumes you resolved it up to the point of giving the ring to your past self before confronting the Shadowcaster; failing to do so locks you into a bad ending where you are trapped outside of time and space forever. The only way to escape the loop completely is to avoid meeting your other self ever, but you can at least avoid the paradox by going to Delphine House, doing everything your future selves did inside, and acquiring the Möbius ring — the one your future self gave to your past self, i.e. the one you are currently still wearing. You find it in the house in a box, on the severed hand of your future-future self after they cut it off in ten years' time.
  • Stop Hitting Yourself:
    • One of the skills for the player, dealing damage to an enemy based on the enemy's own stat (and the name for the Pig Skinner's version of this skill).
    • In one S.I.T. random encounter, with a high enough Mysticality stat and the Bewitch ability, you can mind-control a vampire into punching himself in the face over and over. Your character thinks of saying the trope verbatim, but the vampire'd take it as an order.
  • Story-Breaker Power: The Möbius ring has yourself appear as an extra companion in all fights except the fight with the Final Boss while worn, since combat isn't lethal for you. As "you", they have all of your abilities and stats. Unfortunately, you don't help yourself with many other things. Using it locks you into a bad ending unless you resolve the Stable Time Loop you're now stuck in.
  • Superboss: At the bottom level of the gatorman fortress, there's a goliath gatorman statue that was following the gatorman chief's orders until it squished him due to his final order of "KILL!" being a little too vague. You don't need to fight the statue, and the game strongly discourages you from even trying. It starts with over 1000 HP, it's immune to damage-over-time status effects, and all of its stats go up every turn and whenever it takes damage. If you do manage to beat it, there's a Steam achievement and an accessory that gives +100% item drops.
    Narrator: Okay, I'm gonna do that whole fourth-wall thing everybody loves. This is a super hard optional boss fight. Not at all balanced. We didn't even bother to test whether it's possible to win.
  • Technical Pacifist: There is an option to prevent players from choosing any fighting options. The non-fighting options do involve using violence to get past without being dragged into a fight, such as dropping a fridge on them.
  • Theme Naming: The three fraternities on the S.I.T. campus are Zeta Omega Omicron, Phi Upsilon Tau, and Lambda Iota Theta. Appropriately, they're named for zoology, phytology, and lithology, the studies of animals, plants, and rocks. The last two are obvious; the first has a big party going on because it's the animal house.
  • Three-Stat System: Muscle, Mysticality and Moxie are the main stats for determining damage and stats challenges.
  • Time Travel: Several portals to the past can be found in the form of outhouse doors in the midgame area of Crystaldream Lake. The player character also meets themselves coming and going several times while out wandering the forest. Whether this time loop proves to be stable or not depends on the players' actions.
  • Token Evil Teammate: Alphonse the Gator Man. To the point that it's impossible to complete his vignettes on a Pacifist Run since his vignettes actually involve fighting and killing. The game will even note that Alphonse is a weird choice for someone attempting a pacifist approach.
  • Used to Be a Sweet Kid: We get to meet Johnny the Hobo King just before he founds Hobopolis and (presumably) becomes irrevocably insane Hodgman the Hoboverlord.
  • Video Game Stealing: At one point, General Bruise will steal your Pigskinner's biceps, for a -4 penalty to their Muscles. Fortunately, you can take them back.
  • Violently Protective Girlfriend: Molly's girlfriend Nancy. For context, Molly Buttons is a tommy gun-toting gangster who fights alongside you, and Nancy is the more vicious one in the relationship. If you speak to her again in her cell after completing Molly's vignettes, Nancy warns you of the grisly consequences she'll inflict on you if anything happens to Molly as a result of working with you.
  • The War Just Before: Fits the post-WW1 version of the Cthulhu Mythos, complete with gas masks and trench helmets. This being a Loathing game, it's the Cola Wars — which are literally fought over which is the better cola brand, in reference to the real-life "Cola Wars" of The '90s, a point when Coca-Cola and Pepsi's (with red and blue labels, respectively) rivalry became particularly heated.
  • Was Once a Man: Well, dog. Barker used to be an ordinary dog before his owner experimented on him to turn him into a plant-dog hybrid shortly before doing the same to himself. This plays a part in his vignettes, since he still remembers his past life as a regular dog including his friendship with "Old Dog", who turned out to be Daisy the childhood pet of the Big Bad.
  • Witch Hunt: This seems to be the case with the old town of Sandwich. Present day, it's a witch museum accusing all of the villagers of being witches who were executed by witch hunters. One can time travel and find out the truth. And if one digs deep enough, one can find out there was a witch who absorbed everyone else's life force for longevity and spread the rumor that they died to witch hunters. You never meet him, but you can screw up his ritual circle and prevent any of it from happening.
  • Whole-Plot Reference: Two quests are sendups of Cthulhu Mythos stories.
    • Ernst Zimmer's house is a direct reference to The Music of Erich Zann, except you can persuade him that he can totally stop playing to disastrous results unless you destroy the rift crystal.
    • The Moleross House is the house from The Colour Out of Space, with the added fun of a 4D maze made out of wormholes. It also contains a Shout-Out to Clifford the Big Red Dog — the family dog, named Clifford, was enlarged to massive size after passing through multiple rifts, and became sapient.
  • Writing Around Trademarks: In Kingdom, the warring cola brands were Dyspepsi Cola and Cloaca Cola. Probably to distance the game from Toilet Humor, they are just named Red and Blue Cola in Shadows.
  • You Cannot Grasp the True Form: The narrator notes that the reason the player character sees an endless black void when they enter larger Shadow Rifts is because it's the closest thing their mind can process without giving them something that would melt their brain. [[spoiler:This is also why the Shadowlord appears as a mass of eyes and mouths, since that's the best picture their mind can paint without driving the player character mad.
  • You Shouldn't Know This Already: As mentioned; the Shadow President's Last Name as "Dooley" can only be seen in Barker's Interlude on her farm's mail box, "Dooley." There is no reason for you; the main player, to know this. In fact, if you mention it to your Uncle in the last chapter; he'll not only say that he can't heare the actual name when you say it (instead getting black static) but when he asks you how you found this out; you admit that you do not remember. This plays out whether you got Barker as a companion or remember from a previous save.


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