Little Nightmares III | 18 Minutes in The Necropolis | 2 Players Co-Op Gameplay Walkthrough

Join Low and Alone as they attempt to face the many hidden hazards of the Necropolis. They’ll need to creep carefully, though... No one gets to toddle through Monster Baby's playground without a little game of hide and seek.
This first look gameplay walkthrough was captured on a pre-alpha build of Little Nightmares III, with two players using the new co-op mode.
Little Nightmares III is coming to PlayStation 5, PlayStation 4, Xbox Series X|S, Xbox One, Nintendo Switch, and PC.
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#LittleNightmares III

[@agusnicoletti3051]

I love that little animation at 8:02, it's such a nice detail Low and Alone seem like they've been friends for a long time. I really hope they don't develop any trust issues, like our last dynamic duo...

[@theheartseer]

yea, and i swear to god, if the betray (like a way out, if you know what i mean), i will lose my mind and it's gonna be confirmed that LN franchise has no good endings :(

[@EvilZarin]

.... Hehe.. Maybe the world will

[@masterbrasterhater]

nah it would be boring@@theheartseer

[@theheartseer]

@@masterbrasterhater well, yea, but i just wanna see them survive like six and that's all

[@diegoa.679]

​@@theheartseerthe real team who created this game is not working on it anymore... Now we are going to play an old man work to accquire money

[@alexsmallwood8833]

After I finished Little Nightmares 2 in February of 2021 , I was left in this state of "I want more, but where would they go from here?" for months regarding the idea a third game. I could not even imagine how another game would top or even match the wonderful horror experience I had with Little Nightmares 2. Now a little over two years later, Little Nightmares 3 has been announced, and after seeing this demo of the Necropolis, all I have to say is... thank you. Thank you Tarsier Studios for giving us all this creepy world and your amazing games. Thank you Bandai Namco and Supermassive Games for giving this series the continuation it deserves with all the love and care it deserves Thank all of you working on this game to make it the best it can be. And for whenever it will release...Thank you for giving us Little Nightmares 3.

[@gdottothegamer1001]

Yeah I'm so happy that they're continuing this series. And I'm also happy that this series isn't bound to Six. Not that I hate her, it's just that LN is more than just about Six. It's more interesting to see Nowhere through the eyes of different characters

[@cluster4583]

​​@@gdottothegamer1001 while I agree, but it would certainly be interesting to see what's next for six after taking the powers of the lady and leaving the maw.

[@gdottothegamer1001]

@@cluster4583 oh yeah , they need to do one last game with her. I can safely say that everyone wants to see the end of Six. But for now, I'm more than fine with them expanding the LN universe without the characters from previous games

[@TheStarGazer31]

My devotion for little nightmares in this comment for life ❤❤❤

[@smokeback]

the scary part for me was the light moving toy creatures them coming to life set a whole scare scene that was perfect delivery hope to see actual scares in this one

[@BluecarKing]

I can already tell this is gonna be my favorite area. The ending also looks like it takes place in the mental institution mentioned in the Sound of Nightmares.

[@9ightdreamer]

Ottooooo The Counselor

[@Alexgudmusic]

Sweets for my sweet...

[@bella_daze3092]

I AGREE! :0 I got those vibes too!!

[@gdottothegamer1001]

Ikr! I just said that. I feel like they're still in the early phase of going in and out of Nowhere and trying to figure out how to not become a permanent resident of Nowhere

[@deeznutz2454]

I love this theory, the podcast was so good!!

[@deedeedan8681]

It kind of looks like the longer you stay in those sand pits you start to sink, thats actually a really cool mechanic even if its just a small detail. Its a smart idea to turn from something like another shoe monster while still giving that bit of urgency to whatever you do

[@jonathanlau7673]

Quick sand part should be longer

[@gardenerguy2.065]

​@@jonathanlau7673Maybe there is more.

[@lrobin-is8dg]

What if there was a sand monster thing and it played like the shoe room in LN 1

[@DonutFlameFPS]

@@lrobin-is8dgtheres literally no need for a sand monster. and the comment literally said that this plays similarly to the shoe monster part. stay too long in the sand = death

[@lrobin-is8dg]

@@DonutFlameFPS I know it was just an idea

[@StancherKoala]

WE MAKING IT OUT OF THE NIGHTMARE WITH THIS ONE 🗣️🔥

[@agusnicoletti3051]

Nah, *we making it out of the Nowhere*

[@imreallybadatnamingthings]

ARE WE THOUGH 🗣🗣🗣🗣🔥🔥🔥💯

[@tillllttt372]

😐🙁😶

[@deh23]

​@@imreallybadatnamingthings 😂😂

[@gundamdetractor337]

"Little Nightmares" who are the little ones? yes, we are the nightmares. theres no escape. there will never be.

[@tillllttt372]

17:18 I knew there was something coming but damn it was abrupt. Great job supermassive and bandai namco.

[@RakeV8]

was that the stay puft marshmallow man

[@TheTurquoiseAlien]

My only worry from this is a lack of collectibles. Please give us secret rooms with hidden collectibles! I loved exploring to find those in the original two games. Otherwise this looks great. Very exciting.

[@mifito]

Im pretty sure that there will be some! I saw to potential secrets in that walkthrough ^^

[@LostArtificer]

nah watch shooting all the crows is gonna be something

[@OffBrandLNFan]

There probably is and are just keeping it a secret till we discover them ourselves in the full game

[@futuredreamspodcastandinte8067]

I think there will be collectibles this is just to show the gameplay and story

[@justgks4022]

8:26 there is a nome sitting on the shelf that We can probably hug, also there were a lot of doors, hidden pathways and windows that we can probably go through and find a collectible

[@mewhen2674]

alone backing up at 15:28 because they got startled by the thing in the closet is adorable, i already love the details in this game

[@KotaKoi]

She*

[@rinyaskyline]

Y'all really started a whole argument because someone was like "yo Alone's a she 👍" lol

[@KotaKoi]

@@rinyaskyline what this person said just isn't true..

[@NamiZu00]

​@@KotaKoibeing neutral is a funny way of saying that you oppose the thing but don't want the consequences of saying that you oppose people with they/them pronouns

[@KotaKoi]

@@NamiZu00 What consequences do you think I would even worry about? And by neutral, I mean not taking a side in a "bad or bad" situation. People that are homophobic just throw up insults, and I don't support the LGBT because of the nature of the community (For example, asking for acceptance/respect and not giving it to others). I'm in a hypothetical middle zone, where I could say other people are, not trying to offend but also giving my reasons to why I won't support.

[@andrewsanusi8462]

This looks so good I’m so hyped to play this game when it comes out.

[@iAmKoKash]

If you are hyped for this filth, you are an idiot.

[@wryxviii]

The visuals look absolutely amazing, The sfx is so immersive. Supermassive really went all out for this game.

[@shirov1s]

8:21 GNOME SPOTTED

[@TTTheMystiCCC]

Omg yes

[@ember6635]

Yeesss

[@OffBrandLNFan]

OUR POINTY BOYS ARE BACK

[@TTTheMystiCCC]

@@OffBrandLNFan YESSSS THE PYRAMID HEADS!1!1!!!!1!1

[@gloonkinc]

I love the new animations for the game! The style and art that this series has is perfection

[@gardenerguy2.065]

What I love the most about The Monster Baby is that it feels like a threat to everyone, not just the children. It crushes a bird, swats a bettle, and is still in the process of tearing down the ruins of the city it overturned. It turned just about all the Dwellers into stone, and goes after anything that moves. Anything... Not to mention how it has a constant precense throughout this area as you can hear its thuding footsteps.

[@ArtisticallyJade]

13:59 - 14:06 Honestly this is the most up close ive ever seen a little nightmares character in game. 😮You can REALLY see the detail!!! SO EXCITED FOR THIS!

[@KillaKaSh8702]

OMG 11:25 I’m thinking what if the baby was on board The Maw. In the first lvl in LN1 you have to avoid this same light from an eye shining through a door. Even more proof that wherever we are the Maw has docked. Six is somewhere in the nowhere!

[@lamlevan1497]

As we see in the last seconds, Alone has chance to hide without being found out but she still try to approach Low. Their relation bound is strong and inseperable. I highly appreciate it 😊

[@mooncakeurweirdthing666]

I love how Low and Alone have entirely different personalities compared to Mono and Six, like it's not just LN2 but with a different theme. I'm extremely happy that this is coming out cause I saw the first 3 games after a year the second game came out, so I'm so happy that this is coming out cause this time I won't be late. -MoonCake

[@forestsandthefae]

It does seem like Low & Alone have a much closer bond than Mono & Six did, which I guess is pretty understandable.

[@mr.crumpet5224]

why did you sign your name?

[@mooncakeurweirdthing666]

Idk. I just felt like doing it

[@ipeknaz097]

@@forestsandthefae Mono and Six were also pretty close in my opinion. Mono went all over the orphanage looking for Six, and Six saved Mono from the TV every time. Low and Alone are completely different because nothing looks the same, including their environment. Also i think Low and Alone are less shy/introverted than Six and Mono. Anyway, I like the new duo i hope they can come to a good end

[@jesselozer]

bro signed the comment like a letter 😭😭

[@yureii64]

a detail of them holding hands at the end when the mist surrounds them is adorable

[@upcomingperson4098]

I like the fact that there's more cinematic cutscenes now.

[@gardenerguy2.065]

Gotta show the personalitys of the characters somehow if 2 people want to play as them. I think its great.

[@smilycato]

IM VERY EXCITED!! The new studio did a great job. I like the end where you can see a sort of cinematic !!

[@Gman3.0]

the gameplay is good ill say but they better not screw up the lore

[@beanteaboy5534]

god this game is so wonderfully eerie, those little stretches of no cover make me anxious even when I'm not the one playing

[@FrizzyArtistJay]

Words cannot describe how hyped I am for this omg, I'm just hoping nothing bad happens to them

[@Ruro104]

I can’t wait to play this with my sister! Both of us are fans of the other two little nightmares, the fact this can be played by two people its even better!

[@Gman3.0]

3 games*

[@gardenerguy2.065]

You will need 2 game consols though

[@Gman3.0]

@@gardenerguy2.065 you wont you can use an ai

[@Gman3.0]

@@gardenerguy2.065 but if your doing 2 players then yeah

[@gardenerguy2.065]

@@Gman3.0 that's what I meant

[@thedestroyerofbirds]

Overall, this game looks incredible so far, however I only have one small critique, in regards to a few animations. The first example would be at 3:09 when the box drops down. Something about it looks slightly off. The same goes for the wall breaking animation at 2:08. Other than this the only issue I noticed was 15:33 when the umbrellas just disappear. But I know the game is in pre alpha so these issues will most likely be resolved, and either way, I'm super excited for this game to release (hopefully) soon. Tobias Lilja is already doing amazing with the soundtrack, the ambience is perfect, and the monster baby is terrifying. Hyped for Little Nightmares 3.

[@afterglow87]

Where do you see tobias lilja as apart of the soundtrack?

[@dobbynick]

everything you said were my exact thoughts, also looks like we can shoot the birds which i think you'd like considering your username

[@thedestroyerofbirds]

@@afterglow87 he did the first two games and I think I heard somewhere he was coming back for this one

[@thedestroyerofbirds]

@@dobbynick yessur

[@Someoneisntthere]

I feel like the problem with the box dropping is how quickly Low pulls out the bow and puts it back into thin air. The wall breaking feels a bit too repetitive. I hope the animations are made more playful and childlike

[@ClammyHorrorShow]

So happy with how this is turning out, and that last scene with them both on the bed with six’s darkness powers was just *chefs kiss* no pun intended lol, can’t wait to get my copy and start playing :)

[@DCGreecy1]

You guys have blew my expectations out the window! HOLY CRAP THIS LOOKS SO GOOD!

[@mitsuketamashi6696]

Feels a bit off, not in a bad way, just the start looks a little too active

[@cluster4583]

​@@mitsuketamashi6696 agreed & same thoughts here, but that's pretty given considering it's just the pre alpha

[@gardenerguy2.065]

​@@mitsuketamashi6696what do you mean by "Too active" is it that we encounted the monster too soon?

[@Gman3.0]

better have six and thinman in here all im saying

[@gabyxone3542]

@@Gman3.0dude

[@barunmajumdar679]

Is it just me or the people of Necropolis are short like a little shorter than the average LN human the normal being the lady or the the thin man also love the detail of her holding his hand as the shadows get closer 17:45 hope they get through this with friendship and trust and not end in betrayal

[@daniel-mz8gn]

Six better be taking notes with her traitorous ass

[@No_one225]

The visuals and camera work is stunning❤

[@Kuja-Kitashida]

The only game franchise I know I can preorder and end up satisfied with the final product,Can’t wait for this to drop.

[@TyTyproductions]

I was a little worried for this game when the trailer dropped but supermassive definitely has this game covered. Hats off!

[@101touchapps]

one thing i love about this game is the eerie atmosphere and background. its amazing. wish could learn more about how it was made

[@twentyyysix]

Thank you for bringing a third (technically fourth) game into the series/franchise. I can already tell that this is gonna be a phenomenal experience, the animations are great and all, so is the gameplay. This franchise/series is definitely my favorite. I can tell that Low and Alone’s friendship are stronger than Six and Mono’s, if I may assume. The details are adorable and excellent!

[@artud2158]

The graphics, the environment, the mechanics, and Monster look amazing!!!! I’m definitely pre-ordering when I can, Bandai you guys are awesome ❤

[@FV0RT3X]

Ok so i'm right. They reused the idea of the Hub and you have to use mirrors to access each area

[@Mooncake26]

The idea of the hub makes so much sense

[@jonathanlau7673]

I was more hoping the 3 area gonna link like maw or pale city do

[@gardenerguy2.065]

What Hub are you speaking of? A home base? Where was it scraped from if it is being reused?

[@dee1458]

*Games like this (also Inside, Limbo, etc.) are absolutely worth buying discounted or not. And a MUST HAVE addition to one's permanent collection. Luvit!*

[@PDXTundra]

The sound design/effects are outstanding. This is gonna be great!

[@themorenajay]

This looks amazing! I don't stare at animation errors so that I can point them out but -- it looks stunning to me! I do love the shift in the tone - from LNM I & II - s almost black& white/grayscale to the sepia here. I do feel ashamed I forgot about the audio story-thingy. ... And for some reason I'm still hoping we see more nomes. I always am hoping for them.

[@justgks4022]

8:26 there is a nome sitting on the shelf

[@themorenajay]

😄thanks for pointing him out! I definitely didn't see the little guy!@@justgks4022

[@adrees280]

I love this series sm the first 2 games were so good I literally couldn’t imagine another game being as good but this game looks amazing im so excited

[@RuanBer]

Very cool, left several questions and answers! Several mysteries to discover!

[@-Mousey]

Finally co-op in the series 😮 I can't wait!

[@littlelostnome]

LOVE THIS SO EXCITED

[@bag3378]

halo omg im so excited

[@dumblenutz5561]

Coop is actually gonna improve the experience so much

[@user-we8jh3nz9p]

Just realised that Low might be a Buddhist since he has those beads that they usually wear on their hands or legs- Could be wrong though. It is really cool the detail.

[@CraftingUpContent]

This. Looks. SICK! I've been waiting for this moment LN3 would finally come out and here we are :D

[@matty_mather]

This looks really good! The monster baby is scarier than I thought, although have they removed some of the sounds it made from the original trailer? Love this setting and atmosphere for this area . Can’t wait to play it.

[@gardenerguy2.065]

Maybe those sounds are the current ones or will appear later. Remember, this is Pre-Alpha gameplay footage, and compared to the trailer it is of less graphic quality, (not saying its bad but the trailer is more polished), you can clearly see this by comparing the scenes where The Monster Baby walks in the background. Either this means they still have a long long way to go and just made the trailer reflective of what the game will be like if they are given enough time, or they are further in development then we think and just gave us this older footage to keep us hooked.

[@mydogghost]

@@gardenerguy2.065probably right. It’s kinda cool seeing the monster baby since it technically was scrapped content.

[@gardenerguy2.065]

Honestly, I love the sandy ruined wasteland that this chapter is. Its a very nice change and the sound design is amazing. The ambience sets the tone incredibly and is wonderful ear candy. I hope the devs are not afraid to make more unique enviorments like this. (Edit Apr 26th 2024): I still appreciate the orginal environments and hope that there will be ones more in line with those in this game as well, just saying that I also appreciate new and unique ones as well.

[@LonelyIII]

It's really good, they really went above and beyond to create it, I also hope for a lot of this style of art in the next chapters, considering the trailer shown, the fair and the factory are incredible. The Monster baby is also great, I believe that at the end of the chapter she can rest and apologize for everything at the end to Low and Alone, because she is a baby

[@Litlrox]

I love this already! I love the small details they have with the wind mechanics. The cap flies up. I love the tiny umbrellas. It’s so cute! The masks are great!

[@rpgadventurer32]

The desert-like setting in this game look so interesting and striking while still being in the same vein as the first 2 games but with a completely different environment and even different culturally related aesthetics. The animations and graphics look great! This is one of the few gaming series out there that still manages to maintain its quality and consistency with each new sequel.

[@bilbro3183]

Oh, I can just tell from the first minute and a half of the showcase that these guys understand the atmosphere that Tarsier Studio managed to capture for Little Nightmares.

[@Virus99n]

This game looks SO GOOD I'M IN LOVE😍😍😍 and i love the moment when Low and Alone are in the circus is so BEAUTIFUL ❤

[@andrefigueredo34]

Oh so they are jumping through the realms of the nowhere, the sound of nightmares was a tutorial for us to understand this.

[@ThisHandleIsTakenTryThisHandle]

This feels like a mixture of the last two games and I'm here for it. It has the Tim Burton-esque feel and some of the charm of the first one, and the setting and mechanics of the 2nd one. It's story is playing on clichés that have been present in the horror genre in a way that is imaginative and creative. Bandai Namco if you can tell me one thing just let me know if it'll be released in the 1st or 2nd half of 2024!

[@erihgioqe3798]

It does have a sort of Tim Burton-esque charm to it! Good thought, I never really realized that much

[@warcore2803]

That closing giant baby doll's hand jumped the beejesus out of me😅😅

[@sentby.cyberlife]

THIS LOOKS AMAZING IM SO ECXITED!!!

[@aice279]

I finished the previous games this year and was quite sad, because i really fell in love with the characters and the world but I had already missed the train. I was so happy and excited to see that the train is getting back on track and I can be a part of this community to the fullest!

[@LittleNightheories6]

I already have so many questions, but I can't theorize now as I am too excited for this new adventure.

[@grahamchown2461]

So hyped for this, thank you for the gameplay, it made my weekend 😀 Can't wait for playable demo and game to come out

[@NickriePlays]

HOLD UP EVERYONE- THE MIRROR PORTALS DIDN'T SHATTER WHEN LOW GOT OUT IT WAS WITH ALONE

[@Formalec]

The atmosphere and esthetics are all there. So cool :) Lots of stuff that could be done with Low and Alones moveset already. This will be great.

[@clayaderhold]

this is amazing i love every second, also seeing these characters is interesting i hope we can find capes and like teddy bear suits or weird stuff like that now too, was a huge fan of the hats btw

[@deandresinclair]

8:10 😨😨😨 WHAT THE HECK WAS THAT?!?!?!

[@jessuckakepow]

So I really wanted to love this but I feel like LM 1 and 2 were spookier with more time sensitive chases, scarier enemies, hidden rooms and def more plentiful and more difficult puzzles. I kinda felt like I was just watching someone run through an area. I know this is pre-alpha so maybe that’s literally all they wanted to accomplish w this sneak peek but I’m def hoping they add more of what made the first 2 so amazing. Also… part of the horror was NOT having weaponry at your perpetual disposal so I’m curious how that addition will change things.

[@LonelyIII]

This is just the first chapter of the game and the only one with strong shades of color and the most different character of all 3 games, Monster baby! From the trailer you can already know what the next chapters will be like and how dark and disturbing they are

[@rocket_wizard14]

The third part is like a completely different game

[@Z3r0_g]

I can’t wait to find out more about what happened at the end there.

[@kjIbacon]

Can't wait! Me and my wife are HYPED for this!

[@epiktoe]

I like how in 11:26 it’s the baby using their eye instead of an eye already being there

[@gardenerguy2.065]

Me too. Very good design and calls back to the first game.

[@catfnafgirl7503]

Oh my god! I love this! The grahfics the music! Everything! I’m so hyped oh my lord!

[@NotAgnor]

Supermassive is doing such an incredible job!

[@user-tq8dd6pr3i]

the sound effects ..it's terrifying

[@rj_cacheadinho]

I’m so excited! Great job guys!

[@notyaniecetv]

I love the sound effects .. I know that’s a weird statement but that’s always been my favorite part of this series ❤

[@solbadgirl]

We can't wait for this. We were late in discovering the first 2 games but immediately fell in love with them - story, characters and even the simple graphics were a delight. The monsters are entertaining and fun to run from. Anyway keep up the great work and we wouldn't begrudge you if u made a 4 😂❤❤❤

[@justzombie7594]

I very much like how it looks, but I hope the game's creators will work on the character movements animations a little more, because for now they look rough. I hope this is still an early version. In past games, the animations were VERY physical and this was a huge part of the game's atmosphere.

[@OffBrandLNFan]

It says "pre-alpha footage gameplay" in the top left corner so they'll probably improve on it

[@justzombie7594]

@@OffBrandLNFan Well, pre-alpha still doesn’t mean that they will specifically improve animations. It is quite possible that this is their final version, where they show everything that is, conditionally, “finished” (i.e. one of the initial parts of the game). But I hope that there will still be. I don’t know very well how it works, but I know that before already +-ready pieces of the game were posted in previous LN.

[@m.a.k.dynasty4504]

​@@justzombie7594 All of these minor rough animations will more than likely be improved in the final version. That has been the case for all of the previous Little Nightmares games, so why would this one be any different?

[@justzombie7594]

@@m.a.k.dynasty4504 It would be nice

[@jinxsstarbug]

I love the new things we can do like fight easily now with teamwork :) and omg the end surprised me. I can’t wait till this game comes out.

[@UUhm_1dk]

Thank you Supermassive Games! After seeing the gameplay I am even more excited for this amazing game!

[@bag3378]

omg!!!! so excited for this!! 100% gonna pre-order this when it comes out!!!!

[@fefe9748]

Wow amazing work from the team, congratulations!

[@Gold_Pup]

I was really hoping for a couch co-op option, but I’m still excited nonetheless. Game looks like it’s going to be another fantastic entry

[@Hammern28]

Hope there will be even more LN games in the future. Friggin awesome!

[@justanothermook6348]

i love the nod to the original little nightmares with the eye sequence and how monster baby even makes the same sounds as the old eyes as it's gaze shifts

[@watchingeye1278]

Pretty excited. Enjoyed the sounds of nightmares. Could be perfect for an animated show.

[@Chaos83780]

AH ! I'm so hyped I want to have it !! Everything looks marvelous and terrifying at the same time :O

[@AtiraBattleAngel]

Tarsier Studios, Thank you for these “Little Nightmares,” and their puzzle-solving filled adventures with a beautifully, dark story behind them. Low and Alone seem like intriguing characters, I cannot wait to play! :)

[@franandfriends199]

Looks so amazing so far!!!❤

[@cj.on.film.]

IM SO EXCITED FOR THIS

[@Senior-Donjusticia]

15:36 Good thing they both have bags of holding or those umbrellas would have been tough to carry.

[@brian8319]

the last 2 are so good, i still replay both from time to time

[@mrunknownyt66]

This gameplay walkthrough is Amazing ❤❤❤

[@kopotato1278]

soo excited to see a little nightmares 3 and it looks amazing!!

[@Koilocytosis]

I am so excited omg I love it so far !!! the sound design at 01:36 and 08:05 are my favorite moments .... i am looking forward to seeing more gameplay

[@NotMorganFreeman.]

I decided to replay both games today and I was happy to see this show up in my little nightmares steam news. Thanks Bandai Namco for continuing this series! I love these games.

[@mariopllumbi3748]

I can't wait to play it with someone

[@9ightdreamer]

Im super super excited for this!

[@ghosted7215]

I really like this! My only pet peeve is that whenever crates fall down, it looks a little(janky?) quick to fall and doesn’t have that same falling motion it would have in the other games. Maybe I should stop looking at the little details this looks amazing 😭

[@zurimoore2545]

I'm GLAD PART 3 IS HERE CAN T WAIT TO SE THE WHOLE FULL. WALKTROUGH OF THE GAME

[@xxcoryclassic]

IM SNEAKING MY PHONE OUT IN SCHOOL FOR THIS🎉🎉

[@Imwatchingyou0100]

I am so ready for this game! When you will be able to preorder it I will do it in a blink of an eye 😃

[@evil_stevil]

17:28 it was all just a little nightmare.

[@lapislazuli06]

Ooh I love this franchise, can't wait for this game!

[@ThunderTK]

i'm soooo excited for little nightmares 3