Blue and Kane reawake in the Flesh Pit, unsure of the surroundings. They look around to see they're in a flesh filled underground world. Buildings from the surface have been sunken down due to sinkholes and giant eyeballs watching and tracking their every move.  

The Flesh Depths is an underground area that is enterally made of flesh. Huge flesh eyes are always watching you and fleshy blobs pursue you. Blood is constantly raining from the ceiling. Chomping fleshy mouths are crawling all over the floors to chomp you. The entire area is bigger than the Carnage itself, most likely so the Flesh Baby can walk around. Many flesh-like buildings have sunken into the ground and are now stuck there forever. 

Blue: "Hmph! Kane, are you alright?"  

Kane: "Yeah...ugh, my head..."  

Blue: "Come on, we got to find Zarah and Stellar"  

One of the first rooms they find is a giant chasm with a huge eyeball watching them in the background. Sooner or later, the 2 friends find an old, abandoned daycare with a giant hole through the side. The 2 enter and come across a room filled with baby supplies. One of which being a huge baby bottle.  

Blue: "Quite a cute facility."  

Kane: "Blue, do you hear that?"  

Blue: "Hear what? I don't hear anything."  

Blue gets close to it, but The Flesh Baby's hand crashes through and pulls out the bottle. He then peaks inside and searches for more with his overgrowth hand. He grabs a huge teddy bear while Blue and Kane hide. He then stomps away carrying his price. His stomping causes the building to collapse. Blue and Kane quickly run out of the building and witness The Flesh Baby walking in the distance knocking over sunken buildings. He even starts to chew a few houses. He begins to giggle as he enjoys eating at houses he finds. 

Kane: "THAT'S what I've heard!"  

Blue: "Weird, I don't see Zarah and Stellar...Did the thing eat them?!"  

Kane: “What?! Of course not! ...I think.” 

He trashes and crawls over more houses as Blue and Kane quickly must make their way past them.  

Kane: "Stay behind me, Blue."  

Blue: "Woah! Try not to sink in the pit"  

Blue and Kane find a giant sunken hospital and run inside. They encounter the Baby again in a children's hospital like building. The Baby steps on a side of the building and nearly crushes the 2 kids. The 2 kids decide to climb onto the roof, and they witness The Giant Baby up close, and they see him chewing on wood and stone from the structures. The Baby looks on the roof and then stomps away. Blue and Kane crawl down the building and find a playground area. The Flesh Baby continues to stomp around and eat buildings in the background.  

Kane: "We better take an alternative path. I don't want to cross paths with him anymore." 

Blue and Kane come across flesh children playing on the playground. They are sliding on the slide, playing on the seesaw, playing on a turntable, swinging on the swings, and playing tag. They are dressed in normal children's clothes, but their eyes are pure white, and skin is a dark purple flesh color. Blue and Kane sneak past, but step on a branch which alerts them.  

Blue: "Wha?!" 

Kane: "Why's there a branch here of all places?!" 

The Flesh Kids begin to attack, but Blue and Kane whack them in the face with tree branches, killing them. Blue and Kane use pieces of their skin to make a disguise and they have to now sneak through a horde of them.  

Blue: "Are we REALLY doing this?!" 

Kane: "You have any better ideas?" 

Blue: "Uh. No.." 

Blue and Kane keep calm and hold their breath. Some of the Flesh Kids start to suspect they aren't one of them. At first, the plan works, until Kane is pushed by one of the brats, causing his disguise to come off.  

Kane: "Hey!" 

One of the fleshy kids pulls off Blue's disguise afterwards.  

Blue: "Uh...meow?" 

The Flesh Kids chase Blue and Kane. They jump over falling buildings and climb up fences.  

Blue: "Kane! Look!" 

Kane: "You are thinking what I'm thinking?!" 

Blue and Kane see The Monster Baby sleeping and they decide to run up its head. The Flesh Baby reawakes and accidentally squishes some of The Flesh Kids, the rest flee. The Monster Baby stretches and Blue and Kane ride on the top of its head. 

Blue: "Now, he can take us to Zarah and Stellar. Sit back and enjoy the ride." 

Kane: "I wouldn't jinx it, Blue." 

The Flesh Baby slips and falls near a bloody river, knocking the two children off and they land on a raft.  

Kane: “I told you don’t jinx it” 

Blue: “Well, that wasn’t my intention.” 

The Flesh Baby spots them paddling on the raft and attempts to throw trees and boulders to try and stop them. Getting enraged while Blue and Kane get away, The Flesh Baby decides to punch the raft, sending the 2 kids down a bloody waterfall.  

Kane: "AH! Blue, please tell me you know how to swim!" 

Blue: "No! Of course not! I'm too frightened of water!" 

The Flesh Baby crawls downward after them. Blue and Kane abandon the raft and run through a large arena like area. Huge Fleshy Titan heads watch them and attempt to reach them using their hands. Their arms crush the stadium and cause massive holes in the ground. Hands even pop up from the ground to try and grab them. The Flesh Baby doesn't seem phased as he tries to even crush the hands emerging from the ground. The Flesh Titans block the exit to the arena. Blue and Kane run and search for another exit, until The Flesh Baby finally corners them and grabs them.  

Blue: "Dang it!" 

Kane: Now, we're baby food for sure!" 

Blue and Kane squirm as The Flesh Baby approaches a giant head, with massive wires coming out of its head, which opens its mouth wide for The Baby to crawl though.  

Blue: "Where's he taking us?" 

Kane: "Probably to his nursery!" 

The Flesh Baby takes them to The Everywhere's lair.  

The Everywhere’s lair is extremly large and filled with machinery for creating flesh monsters and structures. There also seems to be bones of human children. The room also has a huge golden bed that’s wrapped around in flesh and also features a giant throne to sit on. There seems to be spikes made out of bones poking through the ceiling. There is also purple carpets and banners hanging. Pieces of wooden buildings have also sunken through the ceiling. 

The Everywhere is the same size and age as Blue. She wears a dark magenta shirt, and her hands seem to have =claws. Her arms, head, and body have pale peach skin. She also wears dark blue ripped jeans, exposing her fleshy legs and feet. Her hair is black and long, which covers her eyes, and she is mostly smiling. She has a few bandages wrapped on her arms.  

The Everywhere: "Hi, Baby! You brought me more friends. Thank you" 

Blue: "Oh, so, are you in charge of all this?!" 

The Everywhere: "Well, duh! Take a good look, little boy! I’ve been trapped in this gross abyss I call home. And no one else wanted to stay with me!" 

The Everywhere shows Zarah and Stellar in cages where they will be sacrificed to The Flesh Machine. She also shows a pile of children’s bones and meat 

The Everywhere: "If you stay and be my friends, then I won’t kill you two. Now, since these two refused my offer. How about you TAKE it." 

Blue: “Hold up, let me get this straight! The whole point of this is that you wanted some friends because you lost your sanity in this underground flesh pit after...are your legs physically stuck to the ground?!” 

The Everywhere: “Yeah, sounds about right. That factory is just an autopilot mode, which you blew up. You need to learn respect. And also, no, my legs just look like this because I’ve been down here my whole life!” 

The Everywhere squishes the two kids tighter. 

The Everywhere: “Although, you must admit, it looks cool though, huh?” 

Blue: “Oh my, God...” 

Kane: “Blue, I’m scared of this kid...” 

Blue: “I will never fully recover from this...” 

The Everywhere: “If you couldn’t handle it, then you shouldn’t have asked! Now, about that offer?” 

Blue bites The Baby's fingers, freeing him and Kane. 

Blue: " Okay, first off, my name's Blue. And that's Kane. And second off, offer scoffer! We say- AH!" 

The Everywhere begins to wrap her fleshy tentacles around Blue and Kane. 

The Everywhere: "Woah there! Be careful watch say." 

Kane; "Ugh! Agh! Listen, lady! We don't want to be here right now!" 

Blue: "Yeah, give us back Zarah and Stellar!" 

The Everywhere: "Or what, Blue boy?" 

Blue: “And just let them go and I’ll come back tuseday and tell you!” 

Kane rolls his eyes and gives The Everywhere a hard slap in the face. 

Kane: “Or else you’ll get slapped!” 

The Everywhere: "Okay, I guess we're doing this." 

The Everywhere slams Blue and throws Kane aside. Blue begins to get strangled by the neck.  

Blue: "Ow! Ow! Ow! Why are you attacking me? Kane slapped you!" 

The Everywhere: "Oh, ho ho! Ha! Because I want to." 

Blue kicks her right in the jaw and she drops Blue. 

Blue: "Ha ha! Missed me!" 

During the fight, The Flesh Baby attempts to grab Blue.  

Blue: "Crap, I forgot about him. Woah! Over here, you two! Come and get me! 

Blue distracts the monsters while Kane tries to free Zarah and Stellar. Kane is shown ripping the bars off. 

Kane: "Hold still, you two." 

Zarah: “Hurry! It’s too strong. I can’t break it.” 

Blue buys Kane enough time and Stellar and Zarah are freed. Kane, Zarah, and Stellar make a run for it. The Flesh Baby is able to grab Blue. 

The Everywhere: "I gotcha! Haha! Last chance, kid" 

Blue: "Hmph! Come closer and I'll say!" 

The Everywhere: "What is it?" 

Blue punches The Everywhere and then scratches The Flesh Baby's hand, freeing him. Blue shortly follows behind.  

The Everywhere: “Ow! Again, with the slaps! What is wrong with you?!” 

Blue: “Haha! I’ll freaking do it again!” 

Sooner or later, The Everywhere, The Flesh Baby, The Flesh Titans, and Flesh Kids all chase the kids to catch them.  

Zarah: "Blue, you're okay!" 

Blue: "Yeah, run now, congratulate later!" 

The Everywhere: "After them, fleshy brains! They're getting away!" 

The kids are chased all the way back to the surface.  

Blue: "Sweet, we're out!" 

Kane: "Yeah, but the main exit is blocked off" 

Stellar: "Think of something, Blue..." 

Blue: "Uh...uhm..." 

Zarah: "Hurry, they're almost here!" 

Blue: "Up that tall building! Screw everything at all costs." 

Kane: “Blue, are you sure?!” 

Blue: “I don’t have time to think! Just run!” 

They decided to run up the tallest building in the town using emergency stairs to get away.  

The Everywhere: "YOU'RE MINE, BLUE!!!" 

The Flesh Baby climbs the tower while the Everywhere follows them right behind them. The Everywhere uses her tentacles to stab through the building multiple times. The building slowly falls apart as flesh hands punch through the sides. Once they get to the top, the kids have nowhere to go. 

Blue: "Uh. Uhm..." 

Zarah: Blue, what now?! 

Stellar: "We're cornered!" 

Kane: "Then that's it, we're going to die..." 

Blue: "It was nice knowing you guys...I hope my other friend is okay..." 

Zarah: "Other friend?" 

Blue: "Yeah...I don't like to talk about him anymore...I miss him..." 

Kane: "But you brought him up..." 

The Everywhere: "Enough talk! The 4 of you are coming with me!" 

Blue: "Hmph...over my dead body!" 

The Everywhere's tentacles grab the 4 kids and squeezes them hard.  

Blue: “OW!!! Welp, I give up...” 

The Everywhere: "Hehe! Say goodnight! Wait...what's that sound." 

Kane: "Oh, dear God!" 

The Flesh Baby's weight topples the tower over. The building falls and crashes onto the ground creating a large Fleshy Explosion. The kids are flung from The Everywhere’s grasp. The Flesh Baby lays dead with it vomiting its guts and seems deflated of air. The Kids awake in a fleshy pile of rubble. The Everywhere is noticeably missing and gone entirely.  

Blue: "Ah! What?! Where?! I'm alive!" 

Zarah: "Somehow, we survived that!" 

Kane: "My leg hurts..." 

Stellar: "Guys, let's just leave before the girl comes back!" 

The kids leave the town soon after and find themselves on a long dirt road. After walking for a while, they walk past chains, animal meat, and a few cages. Once they've made it past the road, they see The Shackles. The Shackles resembles a mediaeval town still trapped and held back by slavery. All of the buildings are wrapped and covered with barbed wires and chains. Some of the buildings, garbage, houses, and even citizens are drenched in oil. The town barely has any electricity but relies on forced hard labor from children for power. There's a large pile of children's corpses at the center of the town, which are later transported to The Queen's Castle for slaughtering.