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Access: Whatever you or your victims had or have
Additional Access: Anywhere there is darkness
Difficulty: Very Hard. Requires preparation and luck.
Supervisors: None
Duties: Enslave the filthy humans, ascend and murderbone
Guides: [1]



Gamemode no longer in codebase

Shadowlings are light-sensitive alien creatures from space. They are mainly defensive, but can 'enthrall' humans, which is basically a euphemism for enslavement of their minds. They start off disguised as a normal crewman (they cannot enthrall like this!) and they have to take time to 'hatch' to unlock their full potential.

While hatched, shadowlings will resemble humans with black skin, small horns, red eyes, and claws.

Until they ascend, of course.

Shadowling Abilities

Shadowlings have quite a few tricks up their sleeve, from vanishing to freezing the air around them. Below is a list of abilities that shadowlings can use.

Name Requirements Cooldown Description


Hatch required None, but can only enthrall one at a time A shadowling can grow a cute little tumor on a victim's brain, rearranging their memories and motivations and turning him into an obedient thrall. This takes 21 seconds, and does not itself disable the victim, so shadowlings should use mundane means to do so, such as handcuffs and removal of headsets. Loyalty Implants interfere with this ability; however, the protection is not perfect. It is well within a shadowling's power to disable such implants, though doing so will slow the enthralling process by 65 seconds, long enough to break zipties and run, but not enough time to escape if buckled to something (like an atmospherics pipe or a chair) and held down.

The benefit of thralls to shadowlings extends beyond the utility of an obedient crewmember. Shadowlings gain power directly from their thralls, unlocking new abilities with greater numbers, including their ultimate goal of ascension. Thralls also have their own lesser powers that they can use to help you.


Hivemind Commune

N/A At will Shadowlings and thralls share a telepathic link through which they can communicate silently, undetectably, and at zero cost or cooldown. There may be ways to discern this behavior, but it is unlikely and for now all you can do is simply let their words flow past you.


N/A N/A To access their other abilities, a shadowling must first hatch. A hatching shadowling will first drop its items. After a short delay, it will grow a chrysalis around itself, forming a 3x3 grid of impenetrable but obviously abnormal walls. When the shadowling's evolution is complete, the walls will burst, and the hatched shadowling will emerge. Although headsets, belts, and backpacks must be dropped to evolve, shadowlings are capable of wearing them, and often pick up such items they had previously owned after hatching.

While a hatched shadowling is powerful, and much better equipped to hunt for thralls than an assistant, shadowlings are also obvious after hatching. For this reason, young shadowlings who are not yet sure of their abilities often delay hatching to avoid alerting the crew.



Hatch required 30 seconds Glare is the shadowling's basic single-target stun. By forcing one target's gaze into its own, the shadowling can mesmerize a target from a range to stun and mute him for 10 seconds, but only if they are within 2 tiles. If they are more than 2 tiles away, they simply receive a temporary slowdown coupled with annoying messages (not worth it). While the duration is shorter than the cooldown, and is not long enough for a complete conversion, it does leave plenty of time to restrain the victim and dear god remove the headset.

Glare's targeting relies on a selection menu if there's more than one possible target, so if there's more than one enemy or even an ally in line of sight it's kind of useless if you're in a rush - which you always are when you're trying to stun someone. Get another stun method and make this a last resort.



Hatch required 12 seconds The shadowling's basic defensive ability, Veil instantly puts out nearly all light sources, mobile or otherwise, near the shadowling. Electronic lights such as flashlights, PDA's, gunlights, and light fixtures can be repaired simply by reactivating them, where consoles can be repaired by disconnecting and reconnecting the screen.
Glowshrooms turn into shadowshrooms when exposed to this effect. Lights based in fire or bioluminescence are often resilient enough to be unaffected. Crewmembers with the Glowy mutation will have its light disabled for five seconds.

Icy Veins

Hatch required 1 minute Icy Veins is a formidable crowd control ability. Everyone within a short range will instantly have their body temperature reduced to freezing while receiving 5u of Frost Oil and Shadowfrost, similar to a cryogenic sting. Targets will also be briefly stunned.

Void Jaunt

Hatch required 1 minute 20 seconds A weakened version of Ethereal Jaunt that costs stamina while jaunting. They can move through well-lit areas like this, but at a extremely steep stamina cost. Good for hopping between maints or dodging out of a hairy fight. Cannot be used while on fire.

Collective Mind

Hatch required 10 seconds To access some abilities, a shadowling must draw on its thralls for power. Using this ability, shadowlings can send out mental "hooks" that latch onto the minds of their thralls, granting the shadowling a count of his thralls, and unlocking any abilities which the number of thralls now allows.

Blindness Smoke

Hatch required + 3 Thralls 1 minute By regurgitating a cloud of black smoke, shadowlings can disorient pursuers. This smoke will induce blindness in and stun non-shadowlings, but heal shadowlings and thralls as well as block light.

Dark Acceleration

Hatch required + 5 Thralls 1 minute A shadowling can 'empower' a living thrall. After a short time, the thrall's abilities will become stronger and they will resemble a shadowperson with three eyes. They will then have the same light sensitivity of normal shadowlings, albeit at a lesser rate. In addition, thralls cannot be dethralled while conscious if in this position. Use this to make stronger thralls of those that you intend to keep at your side for defense - the light sensitivity is a dire weakness for most others.

Sonic Screech

Hatch required + 7 Thralls 30 seconds The shadowling can let out a piercing screech. This will confuse and deafen nearby humans, damage windows and light fixtures, and stun silicons.

Null Charge

Hatch required + 7 Thralls 60 seconds The shadowling can drain the power from an APC and prevent it from recharging until serviced. Require to stand still for 15 seconds next to the APC.

Black Recuperation

Hatch required + 9 Thralls 1 minute With this ability, a shadowling can revive a fallen thrall, healing them of damage completely after a short time. It will also cure diseases, genetic defects, and remove handcuffs the target may be wearing.


Hatch required + 15 Thralls N/A If the shadowlings should gain this ability, all hope is lost to the crew. The shadowlings have enough collective power from their thralls to assume their ultimate form, becoming impossible to destroy by conventional means, and gaining terrifying abilities.
Below is a list of abilities ascendant shadowlings are known to have used.


Ascendant only At will Ascendants, with extremely high telekinetic abilities, can easily cause someone's entire body to explode simply by directing a lance of mental energy at them.


Ascendant only At will Ascendants can enthrall from a range and with extremely increased speed. Basically, it's a ranged and instant version of enthrall.

Plane Shift

Ascendant only Toggleable An upgraded version of Void Jaunt, ascendants can simply enter the space between worlds at will at no cost. They use them as passageways, able to move from place to place extremely quickly.

Lightning Storm

Ascendant only 10 seconds The spiritual successor to Icy Veins. Sends out bolts of lightning to everyone nearby, dealing a significant amount of burn damage and knocking down those affected.

What To Do: If You're A Shadowling

So you're a shadowling. Congratulations! Here's some pointers on how not to die from a lightbulb within thirty seconds.

Starting Off

You're disguised. You don't take any damage from lights and you are undetectable to any means short of godly intervention. You possess two abilities: Hatch, and Hivemind Commune. First off, send a message or two over the hivemind to see if you have any buddies - chances are high that you do. Assess your job's capabilities. Are you the captain? Feel free to change the AI's laws to help all shadowlings. An officer? You can steal some gear for later thralls. Are you an engineer? Build a stunprod or cut power to different areas so they won't be lit up. Just don't spend too long planning: the longer the paranoid among the crew get, the more prepared they are for the unknown, and shadowlings have some hard counters.

There are multiple things to do from the start. If you're confident you can avoid detection, hatching immediately can work since you can easily enthrall people who rush into maintenance early with Glare. Or, you can play it differently and try to covertly sabotage the station first. It's up to you - you're the alien monster, after all.

It should be noted that sabotaging the station to the point of which many crewmembers will attempt to call the shuttle will ultimately backfire against you. Before you hatch you should take this time to prepare for kidnapping and fighting off pursuit, collecting tools, cuffs, and other accessories that might help you deal with threats that come your way as a hatched shadowling.


So you've hatched. You have the rest of your abilities now - use them! Alert your fellow shadowlings (and thralls) that you're hatched over the hivemind, and make more thralls your first priority. You can't wear normal clothes, but you can still put on backpacks and headsets, which is an extremely good idea. You also can't fire anything that relies on a firing pin (guns), but you're immune to atmospheric damage with the exception of the glow of fire and starlight. If you're discovered by a group of people, use your defensive abilities to escape in addition to your thralls. If a single guy sees you, just glare at him, slap some cablecuffs on if you have them, take away his headset, and enthrall him. People whom you enthrall cannot easily be turned back to normal, although surgery is capable of doing so and their new loyalty to you overrides all else. If you enthrall a nuclear operative somehow, they will serve you over their Syndicate friends. If you enthrall the captain, he will do much the same.

Your priority is to gain fifteen thralls. You have the Collective Mind ability which will, after a short time, give you a count of how many thralls you have as well as the needed amount for ascendance. If you get fifteen thralls, use the ability and it will give you the Ascendance ability in a new tab. Simply use that ability and you've won - no need to escape on the shuttle!

The Light and You

While hatched, the light is your worst enemy. You take extreme damage from even being in it, and burn-based stuff like flashbangs, welders, and lasers all hit harder. However, on the other side of the coin, the darkness is extremely beneficial. All wounds will heal. You will have a stun reduction. You have night vision and thermal vision as well, so not being in the darkness at all is a huge downside to everything about you. Use the darkness as your buddy in times hard and easy. The darkness will always give you a shoulder to cry on. He's a bro like that.


After you hatch, you may notice that you can only see the tile you're standing on. There's a way to fix this. Look in your action buttons - you should see a blank button called Shift Nerves. This will allow you to change the range of your night vision, all the way from a full screen to none at all. This allows you to be more or less careful with your vision, and to check if something is in the light or not.

What To Do: If You're A Thrall Shadowling huds.png

So a shadowling mesmerized you by staring into your eyes (lewd) and now you're a thrall! What this means is that your primary goal and objective is to obey the shadowlings and help them at all costs. If you look in your tabs, you have a new one, Shadowling Abilities. In this tab is the Hivemind Commune ability, which lets you communicate on a silent channel with all other thralls and shadowlings. You're basically an Adamantine Golem in terms of where your loyalties lie -- utterly with the shadowlings. Mindshielded? Not anymore, the nanobots are dead. Wizard? Use your spells to help the shadowling. Traitor? Tough luck, if the shadowling wants your uplink you give it to him with zero questions asked. You have no free will.

Keep in mind that many of the shadowling's abilities rely on damaging or manipulating you. Even by helping the shadowlings accomplish their one objective, you are sentencing yourself completely and utterly to death - there is no way around it. You may find yourself drained of half your life, used as bait, used as a bodyguard, deleted from the game world, or suddenly surrounded in the middle of a maintenance tunnel by Security officers who are trying to cave your chest in. Assume you're going to die, but try not to - the shadowlings need you alive.

Thralls can see in the dark with night vision, so make sure you don't accidentally make a Kentucky Fried Shadowling with your PDA light.

You have two advantages that the shadowlings do not: stealth, and immunity to light. You look and function much more like a human, so use this to your advantage to do things for your masters. Keep in touch often.

Finally, you also have a HUD indicator above your head. A more intimidating version can be seen above any shadowlings, hatched or not. Your indicator signals that you are a thrall - only other shadowlings and thralls can see this. If you're killing someone with that HUD indicator, expect a ban.

Shadowling hud big.png

This is the HUD indicator for shadowlings. These are your masters.

Thrall hud big.png

This is the HUD indicator for you and fellow thralls. You obey the shadowlings.

It is important to note that if you are enthralled by one shadowling, you obey all the shadowlings. This includes the others. If Shadowling Bumblefuck tells you that Shadowling Fumbleschmuck isn't your master, ignore him. No matter who enthralled you originally, you must obey all other shadowlings.

Get those shades on.

Once you have become a thrall, your eyes will indicate to the crew whether or not you are a thrall. Anyone examining you will see the text: Their eyes seem unnaturally dark and soulless., however, this can be countered by wearing an item that covers your eyes such as sunglasses.

What can't be countered is the fact that tumor the shadowlings gave you that makes you a thrall shows up on health analyzers in the list of your healthy organs, so it's very difficult to keep your cover against anyone who knows and cares how to figure you out.


So you got captured by the Reds and they're throwing you into the surgery theater. To debrain you? Cut out your eyes? CHANGE YOUR GENDER?! Nope. It's far worse - they're going to sever your link with the hivemind by completely dethralling you! This means you will become a normal crew member again, unable to distinguish your masters and fellow thralls, having no unique abilities, and being boringly standard. Luckily, this can only be done via surgery, and if your master intervenes in time you might escape! If Sawbones gets his hands in your head, you're either going to become dethralled or instantly killed. Either way, you won't remember anything about being a thrall, so if you tell them anyone else that's a thrall expect a ban.


There are a few benefits from becoming a slave for the rest of your life, though none too much to get excited by. You gain a few weak but potentially useful powers, which are listed below.

Name Cooldown Description


At will As a result of being enthralled, humans will gain the ability to see in the dark. Darksight allows thralls to toggle between standard vision and complete sight in darkness. However, this ability will not work while wearing glasses of any type.

Lesser Glare

45 seconds Lesser Glare is an ineffectual yet powerful ability. Inheriting only a fraction of the shadowling's original power, thralls are able to mesmerize people in much the same way a shadowling can - however, it only lasts for around four to five seconds, give or take. If you're fast or robust, this can be combined with cablecuffs and a quick removal of a headset to secure a new thralling target. It's also a good way to escape an arrest.


2 minutes Guise is a lesser version of Void Jaunt. Unlike Void Jaunt , you do not gain incorporeal movement, and are still restricted to the physical plane. In addition, you do not turn completely invisible - rather, you are extremely difficult to see, especially in darkness. Anyone that isn't looking directly at you will only see a blurred shape. This ability lasts for around five seconds.

What To Do: If You're Non-Shadowling Crew

So the shouts over the radio weren't wizard, ops, or blob, but shadowlings? Your work is gonna be cut out for you, soldier. Shadowlings are terrifying foes and can do much in their power to avoid you. They can even extinguish most electronic lights, so you should turn to fire-based sources and yellow slime extracts, but even then anybody can extinguish fires. Don't get caught alone or you'll live out the rest of your considerably shortened lifespan in mindless servitude.

Things you SHOULD do

  • Scan individuals to see if they have freakish black tumors in their skull and if so do brain manipulation surgery to remove it.
  • Travel in groups
  • Bolt down floodlights in different maintenance areas where shadowlings are most active
  • Try implanting people that you suspect of being a thrall. Unhatched shadowlings and thralls alike will resist the implant
  • Get burn-based weapons (incendiary slugs, flamethrowers if you're feeling stupid) and lots of light sources (flashlights, their reskins, and glowshrooms are easy to mass-produce, but Veil shuts them down - flares are good, mech lights are immune, prism glasses and yellow + water extracts if xenobio is doing their job, botany can make torches)
  • Carry flashbangs or flash powder grenades from security or medbay
  • Be extremely wary Especially of areas that seem unnaturally dark
  • Watch for suspicious activity such as a mass array of lights missing.
  • Be prepared for anything
  • Do not try to fight thralls/Shadowlings alone and always have a partner
  • If you are thrall it's best to wear department related eye wear, avoid wearing gas masks as it stands out. The best being a medical hud.

Things you SHOULDN'T do

  • Hoard the entire armory and secede from the station as your own force
  • Place a bunch of floodlights in the same spot
  • Run up to the shadowling and ask to be enthralled. Seriously, it's a dick move to everyone and the admins will ban your ass for it
  • Prowl the maintenance tunnels alone armed with your trusty screwdriver and PDA flashlight
  • Refuse to talk or communicate - a silent vigilante, as proven by the mime, is the best vigilante
  • Attack an ascendant
  • Ask to be enthralled by an ascendant. They'll seriously just make you explode
  • Be near an ascendant
  • Consider approaching an ascendant
  • Look at an ascendant in a suggestive way
  • Think about ascendants

We've Been Tricked, We've Been Backstabbed and We've Been Quite Possibly, Bamboozled

So you're in the maintenance tunnel with your group of vigilantes and ready to fight a shadowling. Suddenly you hear a horrible wail in your head and all the lights blow up. Not good. This means a shadowling has ascended. You're basically fucked over since all the shadowlings can ascend when one can.

In Case of an Ascendant

If you see an ascendant, it'll probably look something like this:

Shadowling ascendant.gif

That guy just exploded.


Run far and fast. There is no way to fight a shadowling ascendant. They are completely invulnerable to normal attacks, can phase through walls at zero cost, and possess a slew of abilities designed to make you and all you hold dear explode. They can make the air explode, they can make reality explode, they can make objects explode, they can make your corpse explode, they can make you explode, too, so run. They can instantly enthrall you, so run. Not that it'll do you any good since they move faster than you. They'll probably just make you explode like they did the seven guys before you it found. The now-exploded seven guys. Oh, and they also hit harder than an esword with their melee attacks.

You're probably gonna explode, too, so just accept it and hope they're either merciful, somehow friendly, or want to enthrall you.

Again, though, you'll probably just explode.

Or maybe, somehow, you can kill it?

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