Chapter 3: Rise and Fall (or Chapter Three: Rise and Fall, also known as simply Chapter Three or Chapter 3, 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.

The remastered update for Chapter 3 was released upon Chapter 4's release in further to expand the gameplay along with addition of new rooms or extending existing locations, etc.


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 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 Boris has the lever handle, Henry decides to make a bowl of Bacon Soup for Boris' meal in exchange for the lever.


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

"Leave the Safehouse (1)"

Henry started 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 Boris, followed by the next objective.

"Find the Door Lever"

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

"Find Soup for Boris"

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 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)"

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 you can now pick up the bone next to the chest and in front of the shelves, once you have picked up the bone you can give it to Boris which will give you the achievement "Knick-nack PaddyWack".

"Find a New Exit (1)"

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"

Find a flashlight, which is on a table. Then Henry gets the flashlight which automatically lights. Once you have entered the darkness Henry will say to 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"

Henry will try to talk to 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"

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 Chamber. 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 Physical Alice will appear and yell at Henry for a second. Then, Physical 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 Boris being just around the corner from it.

"Arm Yourself"

After regrouping with Boris, Henry will ask if Boris has anything they can defend themselves with, Boris will then give Henry a Gent pipe as a weapon. After receiving his new weapon from Boris, Henry will have to continue onward into the next room, which is covered in ink. In this room, Henry and 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"

Henry must search the room for the second lever, while 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 Boris at the first switch. Once he does this, both Henry and Boris will proceed into the next room, which contains a statue of Bendy. Continuing on this path, Henry and Boris will enter another room, where an elevator is located. Once they enter the elevator, Physical 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"

Upon reaching Level 9 with Boris, Physical Alice will tell Henry about the "twisted world" that awaits him. As Henry and Boris make their way to Physical 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 Boris will reach Physical 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, Boris will run ahead of Henry, while Henry continues to walk down the hall. When Henry catches up with Boris, they are in a room containing several other corpses of the Boris clones, all of which have been presumably killed by Physical Alice. Continuing on from this, Physical Alice will begin to talk on speakers, telling Henry and 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 Physical 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"

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

"Take the Wrench"

With this task at hand, Physical 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"

Now Henry must travel to Level K to find Physical 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)"

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

"Take the Ink Syringe"

Giving Henry an advice to be very quiet in approaching these Swollen Searchers in order to collect their extra-thick ink, Physical 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 Physical Alice.

"Collect Extra Thick Ink"

Now when receiving the ink syringe from Physical 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)"

Once collecting enough thick ink from the Swollen Searchers, Physical 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.Physical Alice will then tell Henry to go out again.

"Take the Plunger"

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

"Collect Three 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 ran too fast or make 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 locate 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 noted by over three small black circles. Repeat this same process to the other valve panels Henry find 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"

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

"Take the Axe"

Physical 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". Physical Alice will then give you an axe to utilize in cutting down 15 Bendy cutouts that Henry came across. If you take the Demon path, the Bendy cutout would not count.

"Destroy 15 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, Physical 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"

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

"Return to the Angel (5)"

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

"Take 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 Physical Alice's missions.

"Collect Five 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)"

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


To do this task first set the Ink Toy to Boris' shape and going the Angel Path room. After that continue the chapter until you reach the final task for collecting ink hearts on Level 14, but before doing this Henry must head to the toy machine room which is by the Heavenly Toys room. The boards building up the wall are breakable from using the axe previously taken from the blocked room of Level 9. Doing so will reveal three handle switches. Pulling one of each handle switches in order will start each enemy fight challenges at the Heavenly Toys room -

  1. The first switch results a pack of slightly stronger variants of Searchers to spawn.
  2. The second switch results a multiple clones of three Butcher Gang enemies to spawn.
  3. The third and final switch results a giant version of the normal Searcher to spawn.
Note that Ink Bendy will still spawn during the fight challenges, but this can be very helpful while confronting the wave of multiple Butcher Gang enemies because Ink Bendy ink-masses can permanently kill any nearest Butcher Gang enemies, making it quicker to complete the second fight challenge without confronting the enemies by the player's own. Another advice that the player is required to either stay in the toy machine room or hiding in the Little Miracle Station as soon as Ink Bendy spawns.


  • Before all five chapters were merged into a completed edition, Chapter 3 costs $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]


Description Audio
The chapter's main ambiance.
MUS CH3 MainAmbienceLoop
The chapter's angelic ambiance that plays after Physical Alice jumpscares Henry.
MUS CH3 angelicambience
MUS CH3 angelicambience2
The sound that plays when picking up an item.
SFX CH3 genericpickup


  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.

Navigation tab

and the Ink Machine
Chapter 1: Moving Pictures (PrototypeCH2 updateCH3 update)
Chapter 2: The Old Song (Pre-updateCH3 update)
Chapter 3: Rise and Fall (Pre-update)
Chapter 4: Colossal Wonders
Chapter 5: The Last Reel
Chapter ?: The Archives
(Version History)
2nd Bendy game Chapters coming soon...
Other games Bendy in Nightmare Run (Pre-Alpha / Version History)

Hello Bendy