Level 164
rating: +27+x


Class 2

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An image of an Exhibit in Level 164 .

Level 164 is the 165th Level of the Backrooms. This level appears to be an infinite museum.


Level 164 is an infinite museum, usually dimly lit. The architectural style appears to be from the 1850s up into 1910s, depending on the area. The level consists of two distinct types of rooms: hallways and exhibits.

This level is always cluttered. Random historical artifacts in display cases and wooden boxes labeled “FRAGILE” and or “PRECIOUS” litter the halls and exbibits. Despite this, the level always stays clean due to this level's only known physical entity, Facelings. Adult facelings are always dressed in a dark green uniform and are almost always seen performing janitorial tasks, such as dusting items and carrying boxes into unknown locations. Child facelings also appear, though they behave similarly to the facelings under the Level 11 effect and will only try to play mild pranks on unsuspecting wanderers.

Music will play in most areas, and has been described as “soothing” and “otherworldly”. All attempts to record this music have failed.


An image of a hallway, having been recently tided.


Hallways are long, straight corridors that go on for kilometers, with the longest recorded unbroken hallway stretching on for over 5 kilometers. Every so often, a hallway will intersect with another hallway, always at 90 degrees. It is believed that the hallways are assembled in a grid structure.

These hallways only contain sparse, old-fashioned décor and aforementioned clutter. The architecture is ornate. Hallways either sport high hanging ceilings with intricate windows or have a more closed design but with better architectural sculptures. This stands in contrast with the exhibits, which often have very simple layouts.


Another image of an Exhibit.


Exhibits are large rooms filled with an assortment of items, to the point of being hard to navigate. The entrances to these exhibits are large, wooden doors which contain a plaque on said door with a label on it. This label appears to dictate the theme of said exbibit, for example, an exhibit labeled ‘communications’ discovered by M.E.G. operatives contained phones, Telephone wires, and disconnected computer servers. These labels almost always relate to humans, from ‘warfare’ to ‘kitchen supplies’. Exhibits also contain wooden pedestals. Paragraphs written in the English language are etched into the wood, written from a first-person perspective and are supposedly ‘rambling’ and ‘introspective’. It is unknown if these paragraphs are written by an unknown entity or are generated by the level itself. M.E.G. operatives have dubbed this hypothetical entity The Curator.

Attempting to touch any item in an exhibit will inflict a sharp, acute pain upon the area of the victim's body that made contact with the object. The only known way to stop the pain is to back away from the touched object until approximately 1 meter away, which will cause the pain to cease instantly.

Bases, Outposts and Communities:

M.E.G. Outpost "Gallery Security"

  • This outpost was established to discover more about the Curator and Level 164.
  • Contains mostly researchers, with a small exploration team that searches for unexplored Exhibits.
  • Has 12 members.
  • Half of the Outpost is settled close to the entrances, with the rest visiting the settlement occasionally, but remaining nomadic.

Museum Staff

  • Term given to a small group of unique Facelings that appear to have unique roles.
  • The Manager: A faceling with facial scarring seen apparently ordering around other facelings
  • The Security Guard: Wears a long, darker green overcoat; apparently Chases down any wanderers and child facelings caught attempting to steal items from the hallways
  • The Troupe Members: A group of facelings only seen in costume, seen performing for child facelings.

The Artists

  • An enigmatic group of wanderers who wish to take over a part of the level for their own purposes.
  • Are in constant combat with the Adult Facelings of the level.
  • Willing to trade only for food or art supplies (e.g. paper, pencils, watercolours, etc.)
  • Unknown number of members.

Entrances And Exits:


  • An unnamed store appearing to be a pawn shop in Level 33 will sometimes lead to this level.
  • Entering a large, plain, rectangular building in Level 11 will lead into this level.


  • An exhibit titled as “A Kindred Soul's Work” has paintings resembling ones from Level 57. No clipping into these paintings will allow a person to enter Level 57.
  • No clipping into a corner in a hallway will lead to Level 841.

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