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[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/stray_thewallshaveeyes.png]]
[[caption-width-right:350:They're watching you... but ''what the hell are they?!'']]
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* The beginning of the game. You try to jump across a gap onto a broken pipe, but the pipe falls and you fall down onto a vertical slope. You can see the fear in the cat's eyes as it tries to scramble over the ledge, before falling into the abyss below. Doubles as TearJerker.
* After that, you find yourself lost in an abandoned city, so far down you can't see the sky. Everything is eerily quiet, and your only assistance is a mysterious force lighting up street signs and screens to guide you.
* Finally, after a while of wandering, you see your first sign of life: [[AlmostDeadGuy a robot missing its lower half,]] being nibbled at by a few zurks. It weakly crawls to you before perishing. It's [[FiveSecondForeshadowing a glaring sign]] that this place isn't as empty (or safe) as it seems...
* When first encountered, the Zurks seem like timid rats, appearing in scarce numbers and scurrying away from you when you approach. Then, you end up in an area infested with them, and the swarm's orange, glowing eyes start opening one-by-one, all making little squeaking noises. The cat starts to turn defensive, and instead of retreating like before, the whole swarm comes after it, prompting a tense RunOrDie chase scene. [[HellIsThatNoise You will learn to fear that squeaking.]]
* The zurks themselves are full of NightmareFuel. They are rat-like ''things'' with a single orange glowing eye that make eerie squeaking noises. Up close, they resemble blobby hybrids of [[VideoGame/HalfLife headcrabs]] and tardigrades. When they attack, [[ZergRush they attack in swarms,]] each one trying to jump at and latch onto you. When this happens, the screen starts turning an ominous deep red, and if too many latch on or you don't shake it off in time and the screen turns too red, you die and are consumed by the swarm. Worse still, active swarms tend to attract more swarms, leaving a giant horde chasing you by the time you are at the end of the encounter. And the vicious little suckers are so fierce, they don't hesitate for a second to leap straight off ledges or across bottomless pits to get at you.
* The Rooftops. [[MoodWhiplash When you enter the level from the rooftops of The Slums,]] the lighting notably changes from warm yellow to a dingier shade, with MeatMoss-infested areas being red-tinted, and the music is much more tense than that of The Slums. The landscape is increasingly consumed by [[MeatMoss fleshy webbing,]] with glowing orange pustule-like growths that are later stated to be zurk eggs.
** [[FridgeHorror And the safety of The Slums isn't far away from this...]]
* When you reach the almost-top of the radio tower, the music becomes [[ItsQuietTooQuiet ominously quiet,]] and you find a [[BossArena big empty open space]] with a conspicuous lever that will activate the lift and take you to the top. When you do pull the lever, a cutscene plays as the lift begins to descend and a massive number of zurks fall out of the windows of the building like water. There's nowhere to jump to hide from the zurks, so all you really can do is dodge the zurks and [[BossArenaIdiocy try to get them to fall through the floor]] until the painfully slow lift arrives and you get to the safety inside.
* [[WombLevel The Sewers]] make the previously-mentioned Rooftops look clean. Not only is almost every square inch of the area covered in MeatMoss, but now all of those egg pods you've seen everywhere can hatch, [[NauseaFuel bursting into more Zurks whenever you step on them or expose them to the Defluxor.]] And the egg pods are absolutely everywhere. The dim lighting of the level makes it feel less like you're in the sewers and more like you're deep in the infected flesh of a beast.
** Get deep enough into the zurk-infested area, and the MeatMoss will be [[TheWallsHaveEyes covered in red eyes]] that track you and seem to have rudimentary intelligence behind them. Judging by B-12’s reaction, [[FridgeHorror this might be all that remains of the last human plague victims.]]
** As you venture deeper and deeper into the Zurks' hive the eyes on the walls become ''bigger and bigger,'' culminating in the end where the cat and B-12 find themselves in a room with an ''enormous eye'' seemingly taking up an entire wall, and based on its responses when it opens, it seems to be ''commanding the Zurks somehow...''
* Besides the Zurks, there's one other enemy type in the game -- Sentinels. As soon as you get caught in their sensors, their sensor light turns from blue, to yellow as they seek out your position, then to an ominous red and they start relentlessly chasing you for a good while firing electric bullets -- and unlike the Zurks which require a bit of time to end you, getting hit by this [[OneHitKill ends you instantly]]. While most of the game's Sentinels are {{Patrolling Mook}}s that can be evaded with good timing and stealth, the final sections of the Jail ''require'' you to draw their attention and get pursued in order to lock them up and allow Clementine to pass, and there's also a few at the end that are immediately alerted to you when you try to catch up with Clem's vehicle after opening the gate.
* A bit of FridgeHorror at the end: The sunlight kills off all the zurks, which is supposed to be the ultimate awesome moment, right? Until you remember that The Sewers are ''not'' exposed to sunlight, leaving the creepy Zurk Nest still as infested as ever.
** And unless B-12's consciousness survived inside the network with the memory of the Nest intact, the cat and little drone ''never had the chance to warn the Companions'' about the creepy giant eyes down there....
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