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Bendy Wiki
"On the plus side, I got a new character I think people are going to love."
- Henry Stein
This article may contain unmarked details of spoilers. If you wish not to read without spoiling yourself, play the game, watch the cartoon, or read the book first, depending on the article's topic.
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"Let's see what's out there. Don't wander off."
Henry to Buddy Boris after leaving the safehouse.

Bendy and the Ink Machine: Chapter 3 - Rise and Fall, also known as Chapter Three or abbreviated as CH3, is the third chapter for Bendy and the Ink Machine. It was released on September 28, 2017.

A trailer announcing its development was released on May 9, 2017. The official trailer was released on August 11, 2017. The trailer with the official release date was released on September 26, 2017.

A completely enhanced update for Chapter 3 was released upon Chapter 4: Colossal Wonders's release. With the addition of re-worked and improved textures, it also features a room first seen in the reveal trailer.


The Ink Demon is out there… and he is angry.
The exciting third chapter of "Bendy and the Ink Machine" has finally emerged.

The dark journey into the depths of Joey Drew Studios continues with new surprises and chilling scares.
This time there’s no escaping the monsters creeping the halls. Stand and fight, or run and hide.

In this Chapter Three DLC, discover the secrets of angels, solve the riddles of the ink, and help Henry survive in this terrifying, forgotten cartoon studio.

But above all, fear the machine.
The terror is coming to the surface.


Henry wakes up in Buddy Boris' safe house quarters. Henry slowly gets up from his folding bed, looking over at the "Sheep Songs!" poster to his left. Henry proceeds to stand up and walks to the kitchen area to find out that the safe house's exit door lever is not there. Realizing that Buddy Boris has the lever handle, Henry decides to make a bowl of Bacon Soup for Buddy Boris' meal in exchange for the lever.

After the deal being concluded, Henry and Buddy Boris leave the safe house to explore the studios in hope to find a way out. They enter a dark hallway full of mechanisms and machinery. Henry uses the flashlight he found on a desk to make their path. After exiting the area, Henry and Buddy Boris are standing in front of a mechanical closed door. Henry gives the flashlight to Buddy Boris, who needs it to explore the vents in hope of finding a way. Buddy Boris apparently finds a way to open the mechanical gate, letting Henry journey further in the studio.


The following information contains spoilers. To view them, click the [show] tag.

"Leave the Safehouse (1)"

"I'm not getting out of here that easy. Need to open the door but the lever is missing."
Henry about the lever handle's absence.

Henry starts in a room with a Boris poster beside him, and his objective is to leave the safehouse. Exit the room Henry started in and follow the hall until the end, making a right into the main room. To the left will be the makeshift metal door. Walking up to this door will result in Henry saying that the lever is missing, and the next mini-objective says to talk to Buddy Boris, followed by the next objective.

"Find the Door Lever"

"Hey buddy. Have you seen that lever handle around? Or are you holding it hostage until I make you something to eat?"
Henry talking to Buddy Boris.

Walk up to Buddy Boris and press "E". This will lead into dialogue that leads to the next objective.

"Find Soup for Boris"

"I thought so. Let's see what we've got."
Henry confirming Buddy Boris wanting Bacon Soup.

Scattered around the safehouse are 3 cans of Bacon Soup; one is on a barrel near a weird pieced-together drawing just past the stove, one is on a shelf next to the stove (it has its slogan facing the player, so it's easy to overlook), and one is in the now-openable chest back in the bedroom where Henry woke up. Collect these and walk over to the stove in the main room. Once Henry collect all three cans of soup, interact with it and it will do a little cooking animation. After about 3-5 seconds, Henry can interact with it again, grabbing a bowl of soup. Walk over to Buddy Boris and press "E". This will give him the soup, in which he promptly reaches down for a toolbox, setting it on the table. The toolbox opens, and there is a lever inside. This leads into the next objective.

"Leave the Safehouse (2)"

"Let's see what's out there. Don't wander off."
Henry to Buddy Boris after exiting the safehouse.

Now that Henry has the lever, walk over to the door/panel that was missing it and hit "E". This will put the lever in place. Hit "E" again and the door will open. At this point, Henry can step outside and receive his next objective. By not doing so the previously locked toilet stall will now be opened which reveals a can of Bacon Soup inside of the toilet bowl. Heading back to the bedroom Henry can now pick up the bone next to the chest and in front of the shelves, once he has picked up the bone he can give it to Buddy Boris which will give the player the achievement "Knick-nack PaddyWack".

"Find a New Exit (1)"

"Looks like it's really dark up ahead. Let's find some light."
Henry about the dark hallway.

After leaving the safehouse, Henry is able to walk down the hallway. Walking down the hallway to the end and taking the right turn, Henry hits a doorway which leads into another hallway. This hallway, however, is dark. Henry suggests looking for some light, then he receive his next objective.

"Enter the Darkness"

"Don't be scared, Boris. I'll keep the light near you so you don't get lost."
Henry and Buddy Boris entering the dark hallway.

Find a flashlight, which is on a table. Then Henry gets the flashlight which automatically lights. Once Henry has entered the darkness he will say to Buddy Boris: "Don't be scared Boris, i will keep the light close to you so you don't get lost." Continue walking straight until Henry sees a huge door which is a dead end, then he will receive his next objective.

"Talk to Boris"

"You got any ideas, Boris?"
Henry asking Buddy Boris for suggestions to escape.

Henry will try to talk to Buddy Boris, but he found a way out, by finding a hole in a opened vent, he crouches, then crawls inside. After a few seconds, the vent closes. Then Henry receives his next objective.

"Find a New Exit (2)"

The huge door opened itself, and Henry goes through it. Then he sees a huge sign saying "Heavenly Toys". As its name implies, there are a few toys there, including a Boris plushie, a Bendy plushie, and a larger Bendy plushie. Go up the stairs, and through a doorway. Dialogue comes up, and then Henry receives his next objective.

"Fix the Toy Machine"

"Why is there always something blocking the door? Gotta be a way through!"
Henry expressing frustration and determination to open the door.

Henry finds a videotape that came from Shawn Flynn that foreshadows the fact that Henry should get rid of the broken toys. Go back to the Heavenly Toys room and pull a lever by pressing "E", and press "E" at a mechanism which connects the wires. Afterwards, Henry takes out all of the toys that prevent the belt wheels spinning.

"Turn on the Toy Machine"

After the belt wheels are clear and spinning, pull the switch that is directly connected to the power switch. Pulling the switch will cause the wall of toys to change, and Henry might have to pull the lever multiple times to clear the doorway.

"Find a New Exit (3)"

Going through the door will put Henry in Alice Angel's toy room. Walking in will cause the lights to turn off and a song advertising Alice Angel will play. After about 30 seconds, a light will turn on, illuminating a dressing room door behind a large window, where Twisted Alice will appear and yell at Henry for a second. Then, Twisted Alice will briefly talk to Henry, before a new path opens with two crossroads at the end of it, one being marked The Demon and the other The Angel. Henry can only choose one. Once he enters a path, the door to the other path will shut.

  • If Henry chooses The Demon, he will enter a gloomy inky room with a tape playing Joey Drew explaining his beliefs for his company, and how he would use his creations as a way of cheating death.
  • If Henry chooses The Angel, he will enter a bright Alice Angel themed room with a tape playing Susie Campbell explaining how heartbroken she felt about being replaced as the voice actress for Alice Angel by Allison Pendle.

As Henry leaves the selected room and walks further on, a Bendy cutout will jumpscare him, with Buddy Boris being just around the corner from it.

"Arm Yourself"

"This will do."
Henry taking a Gent Pipe from Buddy Boris.

After regrouping with Buddy Boris, Henry will ask if Buddy Boris has anything they can defend themselves with, Buddy Boris will then give Henry a Gent pipe as a weapon. After receiving his new weapon from Buddy Boris, Henry will have to continue onward into the next room, which is covered in ink. In this room, Henry and Buddy Boris will have to split up, as there is a door that can only be opened when two switches are flipped at the same time.

"Open the Storage Exit"

"Looks like to open this, we're gonna need to throw two levers at once. You get this one. I'll find the other."
Henry to Buddy Boris prior to looking for the other lever.

Henry must search the room for the second lever, while Buddy Boris waits at the first one. After exploring for a while, he will come across a poster of the Butcher Gang, a group of characters from the original Bendy cartoon. Upon getting close to the poster, a Piper will break through the poster and attack Henry. Henry will need to hit him multiple times in order to finally kill him and move on, as the lever is revealed to be located on the right side of the poster.

"Find a New Exit (4)"

With the lever revealed, and upon Henry's activating of it, his must find and regroup with Buddy Boris at the first switch. Once he does this, both Henry and Buddy Boris will proceed into the next room, which contains a statue of Bendy. Continuing on this path, Henry and Buddy Boris will enter another room, where an elevator is located. Once they enter the elevator, Twisted Alice will begin to talk with Henry over the speakers, claiming that she has never seen one like him before, and entices him to use the elevator to visit her on Level 9, telling him to follow the screams in order to find her.

"Date with an Angel"

"Looks like you've got a date with an angel! Come to me now. Level 9."
Twisted Alice talking to Henry.

Upon reaching Level 9 with Buddy Boris, Twisted Alice will tell Henry about the "twisted world" that awaits him. As Henry and Buddy Boris make their way to Twisted Alice's location, Henry will come across another tape from Thomas Connor, the repairman of Joey Drew Studios. In the recording, Thomas says that the elevators at the Studio tend to malfunction from time to time, saying that "sometimes they open...sometimes they don't...sometimes they come...sometimes they keep on going to hell and back." As a result of this, Thomas states that he'll just take the stairs from now on, and the recording ends. Continuing further from this location, Henry and Buddy Boris will reach Twisted Alice's location, the door to which has a massive statue of Alice Angel above it, holding a sign which reads "She's Quite A Gal." Upon opening the door, Buddy Boris will run ahead of Henry, while Henry continues to walk down the hall. When Henry catches up with Buddy Boris, they are in a room containing several other corpses of the Boris clones, all of which have been presumably killed by Twisted Alice. Continuing on from this, Twisted Alice will begin to talk on speakers, telling Henry and Buddy Boris that "it took so many of them to make me beautiful" and that "anything less than perfect was left behind". Immediately after this, she tells Henry: "I had to do it. She made me". After she finishes speaking to Henry, he will end up coming across another tape recorder, this one being from Susie Campbell, the former actress who used to provide the voice for Alice Angel in the Bendy cartoon, before she was replaced by Allison. In the recording, Susie explains how she had lunch with Joey Drew once, and described him to be "quite the charmer". After the recording ends, and Henry continues into the next room, he watches as Twisted Alice electrocutes a Piper to death. She then tells Henry that she had to kill him, saying that his "tainted ink" could have "pulled her back" and that she will "not let the demon touch me again." She then informs Henry of her decision to spare him and make him her "errand boy", and that once he finishes a few tasks for her, he will be allowed to leave.

"Do the Angel's Bidding"

"Return to the lift, my little errand boy. We have work to do."
Twisted Alice giving Henry orders.

Twisted Alice then tells Henry to go back outside her lair before giving Henry orders.

Note that before taking the equipment, Ink Bendy will start spawning. Below are guide maps for Ink Bendy's pathways on nearly all locations:

"Take the Wrench"

With this task at hand, Twisted Alice will give Henry a pipe wrench to use in place of the Gent Pipe to collect the spare parts she needs.

"Find Three Special Gears"

"My machines are hungry. Gather my some spare parts."
Twisted Alice ordering Henry to gather her special gears.

Now Henry must travel to Level K to find Twisted Alice's spare parts. In order to find these, which are very specific types of gears, Henry must search for any gearboxes that can find across the building. Like with his previous objectives, Henry must also fight off the Searchers, and hide from Ink Bendy when he approaches. Piper also holds one of the gears too.

"Return to the Angel (3)"

"Ah, that should be plenty. Return them to me. And try not to die on the way back."
Twisted Alice after Henry collects all the Special Gears..

Eventually, after obtaining three special gears, Twisted Alice will tell Henry to return to her again, warning Henry to not die on his way back up. After giving Twisted Alice the special gears she needs, she then gives Henry the next objective.

"Take the Ink Syringe"

"Come back to my door. I have something that you need."
Twisted Alice presenting Henry with the ink syringe.

Giving Henry an advice to be very quiet in approaching these Swollen Searchers in order to collect their extra-thick ink, Twisted Alice will then give Henry a new tool/weapon, an ink syringe, which can be used for killing Swollen Searchers and collect the thick ink for Twisted Alice.

"Collect Extra Thick Ink"

"They're just stuffed full of extra-thick ink. It makes me sick! And yet... it's the perfect thing for keeping myself together."
Twisted Alice telling Henry to collect extra-thick ink for her.

Now when receiving the ink syringe from Twisted Alice Henry must head to Level 11 for locating four or five Swollen Searchers, kill them, and take their extra thick ink. Once again, however, normal Searchers will also spawn to try harming Henry. Fisher also held one of the thick ink and Henry needs to kill him for the said item.

"Return to the Angel (2)"

"How sickening! Makes my skin crawl! But the task is done."
Twisted Alice after Henry collects all the extra-thick ink.

Once collecting enough thick ink from the Swollen Searchers, Twisted Alice will talk over the speakers again, telling Henry to, yet again, return to her on Level 9 and give her the thick ink via the drop box, along with her ink syringe. Upon giving her the ink syringe and the thick ink, Henry will receive his Gent pipe again to use as a weapon. Twisted Alice will then tell Henry to go out again.

"Take the Plunger"

Twisted Alice will then give Henry a plunger to use in collecting the power cores from the valve panels.

"Collect Three Valve Cores"

"I'll make this simple. Look for valve panels. Turn the little wheels. Then bring me their power cores."
Twisted Alice telling Henry about the valve cores.

With the plunger in hand, Henry must now head to Level P for these valve panels and collect their power cores. Later, as Henry continue to search the building for these valve panels, Henry will come across a stairway, which he can use to get to the upper levels of the building. Continuing to search, more ink monsters and Searchers will begin to appear and try to harm Henry. Something to keep in mind though—if Henry runs too fast or makes too much noise, Ink Bendy will sometimes spawn in for the attempt to hunt Henry down. In order to avoid him, Henry has to find a Little Miracle Station in which to hide in until Ink Bendy leaves. When Henry finally locates one of the valve panels, Henry must turn one of three small wheels attached to them until they all have the same amount of ink in each of the containers above them, as indicated by three small black circles. Repeat this same process to the other valve panels Henry finds to get the power cores, which he can collect with the plunger. The third valve core is held by Striker and Henry must kill him to collect it.

"Return to the Angel"

"You're quite the efficient little errand boy, aren't you?"
Twisted Alice after Henry collects all the valve cores.

Upon collecting all of the power cores, Twisted Alice will contact Henry over the speakers again, telling him to return to her room and give her the power cores through a drop box just outside of the entrance to her room. Once Henry returns to Level 9 and give Twisted Alice the power cores, she will then give him his next task.

"Take the Axe"

"I've got just the tool to make this even more enjoyable."
Twisted Alice presenting Henry with the axe.

Twisted Alice will ask Henry to get rid of the "Grinning Demons" (aka the Bendy Cutouts), then explain that she has just the tool that will make Henry's hunt for these Bendy cutouts "more enjoyable". Twisted Alice will then give Henry an axe to utilize in cutting down 15 Bendy cutouts that Henry came across. If Henry takes the Demon path, the Bendy cutout would not count.

"Destroy 15 Bendy Cutouts"

"You see those grinning demons? Let's remove them, shall we?"
Twisted Alice telling Henry to destroy the Bendy cutouts.

Equipping the axe, Henry must venture back to Level K and Heavenly Toy room again, trying to locate and destroy all fifteen cardboard Bendy cutouts. After doing so, Twisted Alice will talk over the speakers, telling that she enjoyed watching Henry destroy the cutouts, but also forgot to mention that Ink Bendy hates it when anyone destroyed his cutouts. Saying that would make Ink Bendy spawn.

"Return to the Angel (4)"

On his way back to Level 9, Henry needs to go back to Level 9 for the next objective task.

"The Angel's Wrath"

"The disgusting wretches have wandered my halls, have gone unchecked! They're trying to drag me back to the darkness! Don't let them take your angel! Purge them one by one! Smash them into puddles. Kill them!"
Twisted Alice panicking about the Butcher Gang.

Henry has to kill all of the three Butcher Gang enemies without dying.

"Return to the Angel (5)"

Go back to Twisted Alice to get a little "firepower".

"Take the Tommy Gun"

"Sending you a little present. A little firepower. Take good care of it. It belonged to someone very special."
Twisted Alice presenting Henry with the Tommy gun.

Henry is given a Tommy gun if he chooses "demon" path room, set the ink toy to the Ink Machine's shape, and not dying in any of Twisted Alice's missions.

"Collect Five Ink Hearts"

"I hate leaving work unfinished! Fortunately, I have you to pick up the pieces."
Twisted Alice telling Henry to get the Ink Hearts.

Henry must go down to Level 14 to collect five ink hearts while avoiding from the Projectionist. Upon collecting one of each ink hearts, Henry must quickly sprint and hide inside one of the nearest Little Miracle Stations before the Projectionist shows up unexpectedly.

"Return to the Angel (6)"

"Tell me, were they still writhing in your hands? Bring them to me now! I don't like to wait!"
Twisted Alice after Henry collects all the Ink Hearts.

"It seems we've reached the end of my todo list, my little errand boy. I hope you enjoyed our time together. I'll always treasure it. Return to the lift. It's time to go home."
Twisted Alice after Henry completes all her tasks.

"Did you really think I'd let you steal from me? Did you really think I'd just let you go? No, Henry! I know who you are?"
Twisted Alice betraying Henry.

Go back to Twisted Alice to give her the ink hearts. Then she lets Henry go to the elevator and "ascend to the heavens." However, Twisted Alice betrays Henry by sending the elevator down to Level S, where she later kidnaps Buddy Boris after the elevator crash leaving Henry unconscious, ending the chapter.


  • Before all five chapters were merged into a completed edition, Chapter 3 costed $5.99 for USA, £3.99 for UK, 5,99€ for Eurozone, R$12.00 for Brazil, and $7.99 for Canada.
  • Brightening up the announcement trailer reveals an ink-coated microphone from the right side of the video.
    • A flashback of Ink Bendy from Chapter 1 appears for a split second.
  • Since from September 19th to September 26th, 2017, Bendy's official Twitter account started posting letters that spell out a message "BEWARE MORE THAN BENDY".
  • The title of the chapter is a pun for "rise and shine" and "Fall (Autumn)" as the game is released during Fall.
    • Also can be due the fact that Henry wakes up at the beginning of the chapter, then falls with the elevator at the end of the chapter.
  • Prior to patch 1.3.1, most of the tasks had the number "four" in them. This was possibly a reference to the Chinese or Japanese translation, which means death.
    • In addition, the fourth task, which was to destroy four Bendy cutouts, remained as the fourth.
  • On Mike Mood's Twitter, he explains the reason behind Chapter 3's long development is due to him creating a framework/pipeline to smooth out the process.[1]
  • The three teaser screenshots of chapter 3 aren't even found in the game.


Description Audio
The chapter's main ambiance.
The chapter's angelic ambiance that plays after Twisted Alice jumpscares Henry.
The sound that plays when picking up an item.


  1. "zero chance, ;) those 4 months was also me creating a framework and workflow to make the process much smoother. CH3 was TORTURE :("- Mike Mood. October 2, 2017. Twitter.
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Chapter 1
Moving Pictures
Chapter 2
The Old Song
Chapter 3
Rise and Fall
Chapter 4
Colossal Wonders
Chapter 5
The Last Reel
Chapter ?
The Archives

Remastered Editions (Chapter 1Chapter 1-2Chapter 1-3)Hello Bendy
Main series Bendy and the Ink Machine (Version History)Boris and the Dark Survival (Version History)Bendy and the Dark Revival
Mobile spin-offs Bendy in Nightmare Run (Version History)
Demos BATIM Prototype DemoPAX Demos
Mods Hello Bendy