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Guide and Walkthrough by the13thJedi

Version: .66 | Updated: 06/14/2004

"The Chronicles of Riddick: Escape from Butcher Bay"


[FAQ/Walkthrough] by the13thJedi - email: Chimera519@hotmail.com

Table of Contents:


1.) About this FAQ
     a) Introduction
     b) Version History
     c) Legal Junk
     d) Contact Information 


2.) Getting Started
     a) Story
     b) Characters
     c) Enemies
     d) Weapons


3.) The Walkthrough
     3.01 - Escape
     3.02 - The Arrival
     3.03 - Prison Yard
     3.04 - Aquila Territory
     3.05 - Infirmary
     3.06 - Mainframe
     3.07 - Prison Yard Riot
     3.08 - The Pit
     3.09 - Pope Joe's Den
     3.10 - Dark Tunnels
     3.11 - Showers
     3.12 - Guard Quarters
     3.13 - Abbott
     3.14 - Tower 17
     3.15 - Tower 17 Base
     3.16 - Recreation Area
     3.17 - Feed Ward
     3.18 - Work Pass
     3.19 - Mine Entrance
     3.20 - Security Checkpoint
     3.21 - Upper Mines
     3.22 - Cargo Transport
     3.23 - Mining Core
     3.24 - Tower 19
     3.25 - Container Router
     3.26 - Crash Site
     3.27 - Abandoned Equipment Center
     3.28 - Central Storage
     3.29 - Loading Docks
     3.30 - Fuel Transport
     3.31 - Hanger
     3.32 - Exercise Area
     3.33 - Cryo Pyramids
     3.34 - Facility Control
     3.35 - Corporate Offices
     3.36 - Take Off Platform


4.) Secrets and Side-quests 
     a) Side-quests
     b) Cigarette Pack Locations
     c) Nano-Med Health Station Locations


5.) Miscellaneous
     a) Frequently asked questions
     b) Cheat Codes


6.) The End
     a) Credits
     b) Closing


-----About this FAQ-----

1.a) Introduction

Welcome to my FAQ for Escape from Butcher Bay, the amazing FPS from Starbreeze
Studios and Tigon Games that serves as a prequel to the 1999 film "Pitch 
Black," and the forthcoming "Chronicles of Riddick." I enjoyed the game so much
that I decided to try my hand at writing an FAQ to help out those of you who 
need it. This FAQ will cover everything from an extensive walkthrough, to 
complete side-quest details, to pinpoint locations of every pack of smokes in 
the game. With that said, I hope you enjoy this offering and I hope it helps 
you when you need it.


1.b) Version History

-06/07/04 - started work on this FAQ.
-06/09/04 - finished walkthrough up through checkpoint 13 
            submitted first draft to GameFAQs
-06/14/04 - finished walkthrough up through checkpoint 24
            revisions made to contact into
            revisions made to legal junk (websites added)
1.c) Legal Junk

This document is protected by US Copyright Law, and the Berne Copyright 
Convention of 1976. It is for private and personal use only - it cannot be 
reprinted in part or in whole, or reproduced in any way or in any form (written
or otherwise). It is a free document that cannot be used in any sort of 
commercial transaction, including selling it or giving it away as a gift. This
FAQ cannot be referenced, altered, or used by anyone (including webmasters, 
publishers, and magazine staff) without my expressed written permission. This 
FAQ was created and is owned by me, George Manning III - 
Chimera519@hotmail.com. All copyrights and trademarks are acknowledged and 
respected that are not specifically mentioned herein. This document is 
copyrighted 2004 George Manning III.

As of 06/14/2004, only the following websites have permission to post this 


If anyone finds it anywhere else, please contact me immediately.

1.d) Contact Info

I'm known on GameFAQs as the13thJedi. Currently you can find me on the CoR 
board. My email address is Chimera519@hotmail.com. If you want to contribute to
this FAQ, shoot me an e-mail. Your contribution will be considered and if I 
find it necessary, I'll include it in a later version, and full credit will be 
given where it's due. If you're looking to include the FAQ on your site, please
be sure to get my permission by e-mail first. Past that, do not e-mail me 
asking for answer to random questions. Right now, I'm just too busy trying to 
finish this to answer anything past permission requests from websites. If you 
need help on something that hasn't been finished yet, check the message boards.
That's why they are there. And 99% of the time, if you ask nicely, you will get
an answer.


-----Getting Started-----

2.a) Story

"Welcome to Butcher Bay, the toughest triple-max security prison in the 
universe. Impossible to escape, or so they say. Inside these walls are dank 
tunnels, dimly lit corridors, and other hazardous areas filled with guards, 
savage inmates and deadly creatures that prowl the darkness. Chaos, madness, 
and death lurk around every corner. Only the cunning will survive. Use your 
strength to overpower enemies. Use your ability to see through darkness to 
save you. You are Richard B. Riddick, and only you can break out of this hell."

2.b) Characters

coming soon

2.c) Enemies

coming soon

2.d) Weapons

coming soon


-----The Walkthrough-----

3.01 - Escape

Start off the level by walking up to Johns and talking to him. Take the 
conversation in any direction you want to because his response is the same for
both choices. After you're finished with him, you can talk to either of the two
inmates, or get down to business. Sneak up behind Johns, and when Riddick 
extends his hands, press the R-trigger. Immediately turn around and head for 
the service tunnel. Now, if you're wondering where that is, just follow the 
inmate, he'll open it for you. Once inside, follow the path and turn right. 
Climb down the ladder. On your right is pack of smokes #37. Pick them up, and 
hop down. You'll see a maintenance man with his back turned to you. No matter 
what you do, he will always hear you coming, so don't bother sneaking around. 
Just walk right up to him and punch him in the face. He'll go down soon enough,
and when he does, he drops a security card.  Pick it up, and use it on the near
by keypad. Go into stealth mode, stick to the shadows and sneak to the far end
of the hall. When the guard wanders by, just sneak up behind him and hit the 
R-trigger. Grab the vent tool he drops. Then grab his body and drag it into the
shadows. After you've disposed of the body, walk down the hall that the guard 
came from. You'll come a large room where Riddick mentions an air vent. Ignore
it for now and go behind the stack of boxes on your left. Crouch behind them 
and you'll notice a dark passage. Head through it, and jump down into the hole.
Once in the hole, turn right at the corner, then right again to find 10 UDs and
pack of smokes #1. Go back the way you came. Climb the boxes in the vent room 
and jump up to the hang rail. Work your way across until a guard wanders in. 
Wait until he's directly below you and drop down on him. Then, back up the 
crates, and across the hang rail to the vent hatch. Head in, and follow the 
vents. Kick out the grating and jump down. Now, you're in a room with an empty
nano-med unit. To your left is a nano-med cartridge, If you need it, pick it 
up and put it into the machine. If not, ignore it. Turn left and head down the 
next hall, and through the door. In this room, you'll find a guard standing by 
a table on the right side of the room. He will realize your there. When he runs
up to you, counter his attack by hitting the r-trigger. After you've dealt with
him, pick up his shotgun, and go over to the table he was standing at and 
grab pack of smokes #6. Now, head right and climb the boxes. Jump up to the 
rail and shimmy to your left. When you get to the opening, climb out and head 
through the door on the left. Head up the elevator and outside. Crouch down, 
wait a second, then sneak up behind the guard and kill him.  Remember the ammo.
Turn around, and head down the ladder on your left.  When you find the sewer 
access hatch, blast off the lock and head through. Turn on your torch, but only
long enough to get you bearings. And remember to keep crouched. You'll come 
across a guard. Kill him. And mind the barrels, because if you're too close and
one gets hit, it can hurt. Turn right, and head down the next hall. Another 
guard is close, so kill him too, and grab his 5 UDs. After you go so far, 
another guard will run out after you. Dispatch him, and keep moving, then 
another guard. Turn left at the flare.  And stay to the left side of the hall. 
You'll see a barrel around the corner. Shoot it, and the guard next to it will 
drop. Now just follow the light. Rise and Shine.

3.02 - The Arrival - Cutscene

3.03 - Prison Yard

Welcome to Butcher Bay. You start this level in your cell. After the cutscene, 
turn around and walk out of the cell. Talk to Barber, the inmate on your right.
He mentions that Mattson is out in the courtyard talking like he knows you, and
that you should go talk to him. First things first, head to the courtyard to 
talk to Mattson. To get there, just head to your right. In the courtyard, he's 
the guy on the left, just next to the pit. He'll mention that he knew you were 
coming, and that he has a shiv in his bunk just for you. Go back into the cell 
block and turn right. The open cell is Mattson's. Go in it and immediately turn
around. You've been set up. Time to starting earning that reputation. Kill the 
two goons. And head back to the courtyard to deal with Mattson. After dealing 
with him talk to Haley, and he'll agree to help you after you take care of 
something for him. Talk to Red, and make a note of Booger, the guy behind the 
bars. Head back to your cell and watch the cutscene. After the cutscene, talk 
to Barber again. He mentions that Rust is waiting for you in the Aquila's 
block. He also mentions that Waman can help get you a weapon. Turn right and 
head around the corner. On your left, you'll see and open cell with two 
inmates, Girish and Waman. Waman wants you to kill Molina. Agree to help him, 
and leave the cell. The opposite cell belongs to Molina. Walk in, and beat him 
down. Don't forget to grab his knuckle duster, either. After he's dead, go back
and talk to Waman to get pack of smokes #25. Now, head back to the courtyard 
and to the door on the opposite side to cellblock A, Aquila Territory.

3.04 - Aquila Territory

Equip the knuckle duster. Follow the path until you come to two aquila's 
standing near a corpse. Get the jump on the guy standing over the body. When 
he's dead, go deal with his buddy. The second guy drops 5 UDs and a knuckle 
duster.  Grab the UDs.  To your left is an open cell door with a Nano-Med unit 
and pack of smokes #58.  Use the Nano-Med if needed and grab them smokes.  When
you're done, head back out and continue deeper into Aquila territory. Around 
the next corner, there are two more Aquila's. Dodge the fire extinguisher that 
flies your way, and deal with the inmate that sticks around. Careful, because 
he has a Shiv.  When he's dead, he'll drop the Shiv and 10 UDs. Equip the shiv 
and keep moving. Around the next corner, you'll see an Aquila kneeling down 
next to some green liquid. Get closer and he'll light it up, then immediately 
back away to avoid the blast. Head back down, and you'll have two more goons to
deal with, one with a Shiv, the other with a duster. Try to deal with the Shiv 
goon first to avoid taking unnecessary damage. After they're dead, grab the 15 
UDs dropped, and continue on to Rust.  Shiv his ass, and enjoy the cutscene. 
Afterwards, head to the open cell on your left and talk to Moondog to get pack 
of smokes #59. Head back towards the courtyard. On your way, avoid the guard 
chasing the inmate. And talk to Blueboy to get pack of smokes #57.  Past him, 
there is a guard patrolling that drops 5 UDs if you drop him. Just wait for him
to examine the corpse, then get him from behind. Before leaving the area, use 
the Nano-med station if needed, and remember to unequip your weapon. In the 
courtyard, talk to Red who rewards you with 30 UDs for downing Rust. Then talk 
to Booger, who will sell you pack of smokes #26 for 20 UDs. Then, talk to 
Haley. After you've finished the conversation, head all the way back past your 
cell to the beginning of level. Before talking to the guard, talk to Shabby, 
who gives you a secret code for the infirmary area.  Now, talk to Bulder, who 
agrees to let you go to the infirmary.

3.05 - The Infirmary 

As you walk into the infirmary, you'll be greeted by an armed guard.  There is 
also another guard in the rear of the room, who is not armed. Plain and simple:
Kill the armed guard first, then his buddy. The armed guard drops the security 
code for the 2nd of the two doors on your left, (the code shabby gave you is 
for the first.) After you kill them both, go through the first door on the 
left. Inside you'll find a scalpel and pack of smokes #12. Leave the room and 
head towards the second room on your left. Ignore the Nano-Med unit for now, 
unless you're low on health. When you open the door, you'll be greeted by yet 
another unarmed guard. Kill him and move along until you find the first 
Nano-Med health station.  These machines increase your life by one bar and are 
one time use only.  After you've used the station, turn around and head up the 
ladder. Keep going until you enter the room with the crate that over looks the 
infirmary. Walks up to the crate, then when you see the guard's laser through 
the next doorway, back yourself up into the corner to the right of the door 
you came in through. Crouch, and wait for him to walk over and turn around. 
Stealth kill him and he'll drop 5 UDs.  Move through the next door, and into 
the service hatch on the right.  Now, stay crouched in the next part, because 
you have to sneak past this guard.  Just stay close to the left hand wall, and 
keep an eye on where he points his torch. Time your movements, and you should 
be able to sneak by without alerting him. Get to the other service tunnel and 
keep moving.  A guard above you will more than likely spot you.  But if you 
move quick enough, he probably won't be able to hit you.  Immediately 
thereafter, Riots will break out in the cell blocks. Don't bother yourself with
anything you might hear though. No one can touch you. Just head up the ladder 
and through the service hatch. You'll see a guard walking away from you. Sneak 
up behind him and kill him. Then head to the opposite end of the room and 
crouch in the shadows. Move forward, and the door will open, revealing a guard 
walking away with his back turned to you. Pay close attention to the 
searchlight though, you don't wanna get spotted in this area. Just wait until 
it moves on, sneak behind the guard, kill him, and drag the body back to the 
room. While paying attention to the searchlight, grab the security code he 
drops and head for the door directly in front of you. Move into the next room 
with caution - There is a guard patrolling who sometimes happens to be facing 
your direction when you open the door. If he is, rush him and try to counter 
with the shiv. If not, sneak up behind him and stealth kill him. After you deal
with him, head through the door on the left hand side of the room.

3.06 - Mainframe

Walk out onto the catwalk, and wait for the maintenance man to get close enough
for a drop kill. Use the DNA encoder, and get that Rifle! Head left of the 
door, so you can't quite see it. You'll be in the guard's blind spot. Now, just
wait for the troops to come through the door, and pick them off easy. Shoot 
out the lights, and head for the door. 3 troops are on the other side, so move 
carefully.  When the door opens, try to hit the gas tank on the far wall. If 
you're fast enough, you should be able to down 2 of 3 before they even realize 
what happened. Drop the 3rd with your new toy, and don't forget to grab the 
gun, extra ammo, and 10 UDs they drop. Now, turn right, and move forward. A 
guard in the far doorway will toss a grenade out. Back up to avoid the blast. 
Then move forward and use the nano-med unit if needed. Pick the debris off of 
the hole to the right, and climb through. Take out the guard and grab relieve 
him of his shotgun while you're at it. Now, use the service panel on the right 
to turn off the fan, and climb the crates to get to it. Shoot out the light on 
the opposite wall to give yourself the cover of darkness. And take out the two 
guards patrolling the area (one on the left, one on the right.) Hop down and 
head right. Shoot out the light in the next room, hug that wall, and wait for 
the guard to wander in. Kill him, and grab his 5 UDs. Shoot out the next light.
In the next room there are two guards waiting on the catwalk above.  So edge 
your way out and try to pick them off one at a time. Use the Nano-Med if 
needed, Then climb up to the catwalk and grab the goods they drop, ammo and 5 
UDs. Now, turn around and wait for the guard to come wandering in from where 
you just came. Shoot him when you have the shot. And don't forget to grab pack 
of smokes #13 on the opposite end of the catwalks. Head back down, and go into 
the hall to the left of where you came in. Train your sight on the far left 
hand corner, past the service and nail the guard when he rolls out. Move 
through the service hatch and turn off the valve on the right. Move forward 
until you hear a guard shout "grenade!" Back up to avoid the blast. Then move 
forward again while crouched, and two guards will slowly come into view. Don't 
worry, they can't see you if your torch is off. And they can't hear you if you 
crouch. Do with them what you will, though I prefer quietly shiving them one at
a time. When you're done, turn around and go through the hole that they just 
made for you when they tossed that grenade. After you get into the larger room,
and guard will run out towards you, shoot him, then another will run out. 
Yup..... Lambs to the slaughter..... When they're both dead, head in the 
direction they came, and use the nano-med if needed.  Head through the door on 
the left hand side of the room and get ready to dodge a grenade.  There are 4 
guards in this room. One on your right, three on your left. Kill righty first,
then shoot out the light in his general vicinity, and run over there for cover.
Now, pick off two of the three remaining guards. Leave the one with just the 
gun alive. Now, climb up the crates and take out the last guy. The immediately 
get onto the catwalk to your right. As the elevator lowers, you'll come face to
face with one of the riot guards, the bastards of Butcher Bay. These guys can 
only be killed with weapon fire from behind or above. Hence, the reason for 
being on the catwalk. There are other ways to do it, but this method is the 
safest. Stand at the edge closest to the elevator to lure him towards you, back
off a bit, then jump to the boxes between you and the elevator. Line him up, 
and fire until he goes down. Jump down to gather the spoils: ammo, 10 UDs, and 
pack of smokes #27. Head to the elevator, and hit the switch. Follow the path 
until you hit cellblock A.

3.07 - Prison Yard Riot

When you get to cellblock A, you'll see two hallways on your right. Take a 
right at the far hall and go turn the valve. Turn around and head back to the 
dark hallway you just passed. Also, take note of the nano-med and use it if you
need to. When you get to the dark hall, head down and you'll see an inmate get 
shot to ribbons. Now, the best suggestion I can offer for this level is to move
slow and steady. Use your zoom as much as possible, and blow out all of the 
lights you come across. Doing those three things ensures that you're always at 
a safe distance from any potential danger. Stand where the dead inmate is and 
zoom out into the cellblock, you should see two guards. Take them out from a 
distance, and slowly move forward. If you zoom, you'll notice a turret back 
near the gate, one shot takes it out. Head further out and turn right, on the 
wall across from your cell is a turret. Take it out, then turn right a bit more
and aim for the turret at the very end of the hall. Now head down the hall 
until another guard comes running out from the left. Take him out, the take out
the turret on the right hand side between cells 35 and 36. Move forward a bit 
more and an inmate will run your way, only to be shot seconds later. Be careful
here, because there are two guards just around the corner. Take them out and 
move forward. Be sure to grab the nano-med cartridge one of them drops. At the 
end of the hall near Mattson's cell is another turret, so be sure to shoot it 
before you get to close. When it's done, move into the hall that leads to the 
yard. At the end of the hall is a crouched guard. Take him out and move towards
him. There is another turret to the right of his body, so sneak out and destroy
it. Move forward and you'll see that the gate to the yard is locked. So turn 
around, and head back toward the infirmary entrance. You'll run into another 
inmate being chased by a guard just outside your cell. Take him out, then keep 
moving. As you turn right, you'll see a guard standing behind the gate. He 
tosses a grenade the second you round the corner, so move back to avoid the 
blast. Take him out from a distance and slowly move forward. The gate will open
and another guard will run out. After he's dead, go and grab the radio 
transmitter he drops. Now turn around and head back for the yard. Only one more
guard to deal with, and you'll see him run out of the narrow hallway that leads
to the yard. When he's toast, just get to the yard to finish the checkpoint.

3.08 - The Pit

When the custscene ends, you'll receive a message telling you that the light on
the shotgun was damaged by the fall, and the light will automatically shut down 
in 6 minutes. Don't worry though, if you follow my directions, by the time you 
reach the end of the checkpoint, you'll have around 4 minutes left on the timer
before the light goes out. As soon as you get control of Riddick, turn 
completely around and head through the door behind you. You'll see your first 
"dweller" as you head through the door. Follow him and head straight until you 
get to the ramp that leads to the lower level. Once at the bottom, you'll be 
confronted by two dwellers in front of you, and two behind. At close range, 
they go down with one shot, so try to conserve ammo by waiting until the last 
moment before you shoot. After you've dealt with them, head right from the 
bottom of the ramp, then immediately turn left. Now, just head to the end of 
the hall and take another left. Follow this hall until you find the valve 
handle. Pick it up, turn around and go back the way you came. Deal with the 
dwellers as they come, and watch your ammo. Once you get to the ramp, head up 
and take the left doorway. Once through it, turn left and follow the hall to 
the end. Then take the last left and follow it until you'll see a flare on the 
ground. Use the valve handle on the right wall just after the flare. Open the 
gate and cross the bridge. Take the left at the intersection and follow it 
until you see the next flare. There is a short dead end on the left hand side 
before the flare that has pack of smokes #15. Now, just head through the 
doorway next to the flare and follow it until you reach Pope Joe.

3.09 - Pope Joe's Den

As soon as you find Joe, un-equip the shotgun. Doing this stops the timer that 
will kill the light, so you'll be able to use it in the upcoming mission. 
(Note: This will not work if you load the game at checkpoint 9, you have to 
play straight through from the pit.) For now, just follow Joe. He comes to a 
stop in a room with a nano-med unit on the right, and flares on the left. Stock
up on both if you need to (you shouldn't need the flares, but grab them just in
case,) then talk to Joe. He'll ramble on for a second and then he'll tell you 
that he wants you to get his "blessed voicebox" back for him. What choice do 
you have but to agree. When he's finished mumbling, he gives you some extra 
shotgun ammo. Un-equip the shotgun once again to preserve the battery. Head 
back to the elevator, and go down. Take the left path when you step out of the 
elevator and equip the shotgun when you feel the need. Follow the linear path 
until you find yourself standing outside a large room will two barrels and a 
few dwellers inside. Shoot the barrels and kill off the remaining dwellers. 
Step into the room and turn right.  Go into the hole to find a nano-med 
cartridge and pack of smokes #16. After you collect the goods, step back into 
the large room and to the doorway opposite the one you entered. Inside is Joe's
voicebox. Grab it, and head back. Take out the dwellers, and work your way back
to Joe to finish the checkpoint.

3.10 - Dark Tunnels

After that interesting cutscene takes place, Riddick now has the ability to see
in the dark. The eyeshine as it's referred to has both it's up and it's downs. 
On the plus side, you can now move through the pitch black with the ability to 
see what no one else can see, which is great for using moving through areas 
unnoticed and finding hidden items such as smokes, UDs, ammo, etc. On the 
downside, this means that whenever you have the eyeshine on, you're extremely 
sensitive to light, which means environmental light, as well as the lights on 
enemy weapons can now effectively blind you. So, while being a great asset, it 
also has its costs. That said, on with the walkthrough.

Move forward through the doorway on the right. Then head straight taking out 
dwellers as they come until you see a doorway on your left. Go through it and 
turn left. As you move forward, you'll see an opening on both sides. Through 
the opening on the left you'll find pack of smokes #28. After you collect the 
smokes, go back to the opening on the right, then up the ladder to pigsville.

3.11 - Showers

As you start, you'll find yourself in the middle of the showers. Do a 180 and 
go into stealth mode. As you move on, you'll see two bathroom stalls on the 
left, ignore them for now and stick to the left wall until you get to the light
switch next to the locker room. Hit the switch to turn off the lights and turn 
on the eyeshine. Stay next to the wall and wait for one of the guards to walk 
in. Kill him dead then head back to the first stall and kill the guard on the 
other side. Now, move back to the spot where you killed the first guard and 
either wait for the second one to come after you, or head into the locker room 
and kill him. Try not to move too far out though, because whether or not the 
guards outside the locker room will attack you depends on how far into the 
locker room you are when the shooting stops. If you can kill them all closer to
the shower area, you'll stand a better chance of the guards outside the locker 
room not noticing the disturbance, thus making it easier for you to move among 
them. When the three guards are dead, open the lockers to find a total of 20 
UDs, pack of smokes #29, and most importantly, a guard outfit. There are also 
two assault rifles, which are a little tricky to get. For some reason, they 
can't be picked up by simply opening the locker doors, you will have to either 
use melee attacks or shoot the doors off each locker to collect the ammo. Equip 
the guard clothes, and head for the locker room exit. From here, turn right. 
You'll see a nano-med unit, and a doorway to its left. Use the nano-med if you 
need to and go through the door. Walk to the back of the room. On the left side
in the corner, you'll notice a railing and a hole. Jump down into the hole into
the room below to find a vent tool. After picking up the vent tool, go through 
the vent hatch to get back up to the top level. You're done in this room so now
leave and head down the hall past the locker room and into the next area. What 
you do here is pretty much up to you, but I prefer blending in as opposed to 
killing everyone in sight. It makes moving around the level much easier and 
slightly more entertaining, because some off what the guards here have to say 
can be both interesting and amusing. That said, as soon as you enter the room, 
head right through the small hallway. You'll pass two guards standing outside 
an elevator with a crate shoved into the doorway. Stick around for some comic 
relief, or continue on to the next area. The next room you'll come to has a 
large hole in the middle, and a nano-med unit on the opposite wall. Keep moving
into the hallway to the right of the unit and you'll see a guard standing in 
front of a doorway. Ignore him for now and turn right. Follow the hall until 
you see a railing on your left, a hallway in front of you, and the hanger area 
entrance on your far right. Jump over the railing and down into the lower area.
Turn around and move into the darkness to find a vent hatch. Open it and move 
through the vents until you come to a grating. Kick it out and hop down. In the
next room over, you'll find yourself some nifty light guard armor, a bunch of 
extra assault rifles, and pack of smokes #30. Use the keypad to open the door 
and go to the left to get to the hanger area entrance. Once there, use the 
retinal scanner. Unfortunately, getting out of Butcher Bay isn't gonna be that 
easy. What's worse is your cover has been blown and the nearby guards will now 
attack you. From this point, you can either A: go back through the level and 
kill everything that moves (This can score you extra ammo and 15 UDs,) or B: 
Follow the hallway to the right and into the next checkpoint. It's up to you, 
but the more UDs you have, the better, because having all that extra cash later
in the game can make life in Butcher Bay much easier.

3.12 - Guard Quarters

Walk through the door and head right. Talk to Jenkins in the courtyard, and for
listening to him whine, he'll give you his bottle of booze. When you're 
finished, turn right and talk to the shopkeeper Yu. First thing to do is get 
some information on Abbot. Yu will mention that he has a package for Abbott, 
and you could deliver it. After you get the package, you can take a look at 
what he has to sell.

-Pack of Smokes #33 for 5 UDs
-Shotgun Ammo for 20 UDs
-Assault Rifle Ammo for 20 UDs
-Light Armor Uniform for 130 UDs
-Combat Knife for 50 UDs

By the time you get to Yu, all you should really need is the smokes since you 
already have the uniform and plenty of ammo. You can buy the knife if you want 
it, but I strongly recommend that you don't. 50 UDs is a waste of money for 
something you can only carry until the end of this checkpoint. When you're 
done, head to the elevator in the back of the courtyard. Exit the elevator and 
go through the door on the right. Talk to Chancellor, and he'll offer 50 UDs 
for that bottle of booze Jenkins gave you. Agree to the trade, and he'll also 
give you pack of smokes #31. Leave the room and head through the door that's to
the left of the elevator. Now just follow the path until you reach the T 
intersection. The right path leads to a nano-med unit, as well as a service 
panel that cuts the power to some of the halls in the area. The left path leads
you to Abbot. There really isn't anything worth doing in this area that you 
haven't already done. And there is nothing useful to be gained by killing all 
of the guards, so at this point, head left and go get Abbot. You'll find his 
apartment at the dead end of the left path. It's the 2nd apartment on the left.
Ring the doorbell and tell him you have a package to get inside.

3.13 - Abbot

As soon as you walk through the door, Abbot opens fire. This guy is a chump 
though, and killing him is easier than breathing. Just remember to keep moving,
and keep shooting. He'll go down soon enough. When he does, just sit back at 
watch the plot thicken.

3.14 - Tower 17

After the cutscene, head out of your cell and into the next cell on the right. 
Flip the bunk and pick up pack of smokes #00. Now head out of the cell, into 
the door on the right, and into the elevator.

3.15 - Tower 17 Base

From this point on, the game tosses many more choices at you than it did 
previously. Just follow the walkthrough, and you'll get through with everything
you need, as well as room to spare.

When the elevator stops, step outside and speak to Rael. He will mention three 
names that will be of interest to you: Jagger Valance, Dogbone, and Centurion.
When you're finished talking to him, head through the door on the right and 
down into the courtyard. On your left, you'll see Dogbone. He mentions that 
you'll need to prove yourself. And in order to do that, you need to Kill Bam in
the ring, or get ahold of some drugs, get to the interrogation room, and beat 
the tar out of Abbot. For the sake of collecting all the packs of smokes in the
game, the walkthrough will cover the fighting method. When you're finished 
speaking with Dogbone, walk over to the guy wearing the hat. That's Centurion, 
and he arranges all of the fights in double max. Now, the only way to get out 
of the courtyard is to step into the ring. So agree to fight. Your first fight 
will be with Herman, the blueskin guarding the gate on the far end of the room 
(under the large, yellow "No Talking" sign.) You're also going to want to make 
a note of Ropes. He's the guard standing near the door across from Herman. If 
you pay him 10 UDs, he'll let you in to use a medstation. But keep in mind, 
it's only good for 4 energy bars. So try to use it sparingly. After speaking 
with Herman, walk back to Centurion and talk to him. Now get ready to fight. 
Now, there really isn't any better advice I can give other than to remember to 
block, and learn to chain your hits. Being fast and unrelenting is the best way
to win any fight in Butcher Bay. If you haven't fought much up to this point, 
use Herman for practice by reloading this checkpoint and fighting him over and 
over until you feel confident in your skills as a fighter. I'll also note that 
you should win this fight with all 5 bars intact. It's the easiest fight of 
five and having full health as much as possible cuts down the uses of the only
medstation in the area. So anyway, when Herman is dead, you'll be awarded with 
20 UDs. From this point, the money you have will have a significant impact on 
how your game will progress. At this point, if you followed my walkthrough, you
should have 210 UDs - more than enough to get you everything you'll need in 
double max. Speak to Centurion, and pay 5 UDs to get the name of another 
fighter. Centurion will suggest Baasim. Exit the courtyard through the gate to 
the recreation area.

3.16 - Recreation Area

The first room you will come to has three doors. Straight ahead, a door that 
leads to Tower 19 which can never be opened. On the right, the door that leads 
to the feed ward. And on the left, the huge door to the courtyard that reads 
"No F****** in the Courtyard." You need to find Baasim, so head left into the 
courtyard. Right off the bat you'll notice a large "A" on the ground, two 
inmates to the left, two guards to the right, and a bunch of moths flying 
around. First things first - getting a weapon. Walk over to the inmates, Asif 
and Crickett, and speak to Crickett. Buy the awesome shiv he is selling for 30 
UDs. Then take note of where his buddy Asif heads, but don't follow him just 
yet. Instead, take the small door to the left that leads to section "B" of the 
courtyard. And while you're in this area, try catching as many moths as you 
can. Having a pocket full of bugs comes in handy a little later on. In the 
next area, you'll see Baasim, challenge him to a fight. After you're finished, 
speak to the others in the area. One of them is Jamaal-Udeen. He wants you to 
kill all of the blueskins for him in exchange for a reward, agree to it. Then 
talk to the ugly guy wearing the hood. This is Pink. And he's selling pack of 
smokes #56 for 10 UDs. After you've spoken to everyone, head to section C.
Walk up to Gulag and Wilkins, and speak to each of them. Gulag tells you that 
he wants a red tube hat was stolen by the PPPs back. Agree to it. Wilkins wants
to know if Jagger Valance is still alive. You're looking for Jagger anyway, so 
agree to help him. Now, there are also 2 other inmates in the area, Craps and 
The Nurse. Craps asks you if you wanna roll the dice. I've done this, and I 
don't find any use for it. So just ignore him. Nurse, mentions that a K3 in the
diner owes him. So agree to help him collect. Now, head to the last section of 
the courtyard, and speak with two-tongue, the jittery guy pacing around the 
room. He needs two things from you: His injector back from the PPPs, and 
Baasim's head on a plate. For now, you're finished in this area. So head back 
to Centurion and get ready to fight. Now, Baasim is a little tougher than 
Herman. But remember that nice, sharp Shiv you bought from crickett? Equip it 
and Baasim goes down quick. After the fight you receive 20 UDs and pack of 
smokes #18. Go ahead and pay Centurion 5 UDs for another name, and he suggests 
Sawtooth, who can be found in the Diner. Pay Ropes to use the medstation if you
need to, then head for the Feed Ward.

3.17 - Feed Ward

When you enter the feed ward, you'll see three inmates chatting in the middle 
of the room. Behind them, standing next to the bench, is Cuellas. Talk to him 
and he tells you he wants his snitch list back. Agree to help him, and move 
through the door. In the next room, the path goes two ways. There is an inmate 
on the left named Georgie, who tell you that there is no surveillance in the 
area. Now, head back to the entrance and go around the right path. When you 
round the corner, you'll run into a blueskin who happens to be pretty upset 
that you killed his buddy in the ring. Immediately back off and equip the Shiv.
When fighting this guy, stay AWAY from doorways. If the cameras catch you 
fighting, it's all over. So stay in the right side of this room. When the 
blueskin goes down, unequip the shiv and grab the poison he drops. Now, head 
into the Feed Ward. Sawtooth is the guy sitting at the 2nd table on the left. 
Challenge him to a fight. Then, check the table he's at, and poison Bink's 
food. Now head into the back of the diner. On the right hand side, you'll see 
two guys at a table eating food. One of them is Monster, who happens to be 
selling some items and weapons. He's selling a vent tool for 15 UDs, a Shiv for
25 UDs, and a Club for 50 UDs. Obviously, you don't need the Shiv. And while 
the vent tool is tempting, you'll be able to pick up another one later on, free
of charge. That leaves the Club. You have more than enough UDs at this point. 
The club is a powerful weapon that inflicts massive damage with each hit. But 
unfortunately, that damage comes with a price. The club is extremely slow in my
opinion, and has a tendency of leaving you open for enemy attacks all to often.
But it will be handy later on, so go ahead and grab it. After you're finished 
with Monster, turn around and focus your attention on the doorway. The PPP, 
Asif should be heading your way right about now. So just wait for him. When he 
comes in, he'll open a loose panel on the wall to the right of the doorway. 
Wait for him to leave, then walk over to it. Opening the loose panel, you'll 
find Gulag's Red Tube, Twotongue's injector, and best of all, the 30 UDs you 
just paid Crickett in exchange for you're Pitch Black lookin' Shiv! Good deal, 
huh? Anyway, after collecting the goods, head back to the area where you fought
the pissed off blueskin. On the left you'll see Gomer. He seems to have the 
cigarette market in Butcher Bay cornered, and for a total of 100 UDs, you can 
pick up pack of smokes #7 (10 UDs), #8 (15 UDs), #9 (20 UDs), #10 (25 UDs), and
#11 (30 UDs.) Now, you're finished with this area, and you have two options: 
First, you could continue fighting, and by doing so, get all of the smokes that
come as rewards for winning. Or, you could go see Twotongue, get his drugs, and
go the drug route. But going that route means you miss out on at least three 
packs of smokes. So head back and speak to Centurion to get the fight with 
Sawtooth started. 

Sawtooth has a Shiv, but luckily he's kind slow. I preferred the Shiv in this 
fight: it's fast, effective, and quick with chains. When the fight is over, you
get 20 UDs, and pack of smokes #19. Now go ahead and pay another 5 UDs for the 
next name. This time, it's Cusa, the big guy in section D of the recreation 
area. On the way be sure to speak to Gulag, who rewards you with pack of smokes
#3, and The Nurse, who rewards you with pack of smokes #32. You also should 
have been able to grab a few moths by now, so go ahead and speak to Twotongue 
who will reward you with pack of smokes #55. Now just give him a moth, and 
he'll agree to trade with you. At this point, unless you're going the drug 
route, there is only one item of his that should concern you. He's selling pack
of smokes #22 in exchange for 10 moths. Go ahead and grab them. He's also 
selling another pack of special smokes for 20 moths, but those will have to 
wait for now. When you're finished with Twotongue talk to Cusa, then head back 
to Centurion to get the fight started. 

Cusa is a mean dude. He's big, fast, and powerful. Once again, I used the shiv.
Just do your best to stay out of his way, and remember to chain attacks. When 
Cusa goes down, you get another 20 UDs, and pack of smokes #20. Go ahead and 
pay Ropes to use the medstation if needed. Now, the only one left to fight is 
Bam. Go ahead and pay Centurion 5 UDs, and the fight will immediately start.

Bam is a push over in my opinion. He's not that fast, and his only weapon is a 
knuckle duster. Just pound on him with the club or shiv, and he goes down fast
enough. When the fight is over, you're immediately taken to the drug 
interrogation room to face Abbot. After the short cutscene, the fight starts. I
prefer using the club on Abbot, especially for higher difficulties. It does 
good damage, and the overhead swing can stun Abbot for a second or two. The 
Shiv can also be useful, but it all depends on how you choose to fight. Abbot 
is fast, and that club of his does some mean damage, even when you block. So, 
before long you might find yourself running pretty low on health. If this 
happens, just run through the doors, and take a left. You'll find yourself in a
room with a Nano-Med health station. Use it to replenish your health, and add
another bar to your overall health. Then, just keep at Abbot until he drops. 
When he goes down, grab his keycard. I also like grabbing his club as a nice 
little trophy for the victory. After you have the card, head past the 
medstation room, and use the card reader to open the door. Make sure you don't 
have any weapons equiped though, as you're going back into the Feed Ward, and 
the turrets will kill you on site. From the Feed Ward, head back to Centurion
to collect the final 20 UDs as well as pack of smokes #21. Now, head for the 
entrance to the Work Pass area in section D of the courtyard to finish the 

3.18 - Work Pass

As you walk in the door, you'll notice a riot guard to the left. Wait for
Shurik to enter through the door the riot guard is guarding, and go speak to
him. During the conversation, he'll mention that he left his glasses down in 
the upper mines. Agree to help him. Then turn right and head for the far door.
When you get to the door, turn around and zoom in on the riot guard. When he's
facing the opposite direction, use the keypad and enter the door. Immediately
go into stealth, turn to the right, and turn on the eyeshine. Head underneath
the platform in front of you. Circle around under the platform, and on the
other side, you should see two guards and a mechanic. Sneak up behind the first
guard and take him out quietly. Then, move to the left and circle around behind
the second guard, and do the same. Now, you just have to deal with the 
mechanic. When they're all dead, pick up the vent tool. Now, there is a Nano-
Med unit on a wall on the right side of the room, So use it if needed. On the 
wall to the right of the unit, you'll notice a loose panel. Behind the panel, 
you'll find 15 UDs, and part one of the list of rats that Cuellas wanted. On 
the opposite side of the room, you'll find to gratings. The grating on the 
right has 20 UDs behind it. After collecting, head to the grating on the left.
Follow the vents until you come to an open space. For the sake of preparation,
head for the hole on the right side. Stand just next to it, and face down.

3.19 - Mine Entrance

As soon as the elevator stops, look down, and wait for the second guard. Drop 
down on top of him for a quick kill. Then, while in stealth, sneak up to his 
buddy and dispatch him. Now, turn around and get back on to the top of the 
elevator. With the eyeshine on, look around for a vent hatch. Open it up, and 
follow the vent up the ladder. Eventually you'll come to a grating, but don't 
kick it out yet. Turn off the eyeshine and wait for the guard to pass. As soon
as he is out of sight, kick it out. He'll notice, but won't see you. Wait until
he moves on, then sneak up to him and kill him. Drag his body into the vent, 
and follow the direction he was headed. On the right side, you'll see another 
vent hatch. Jump in and follow the vent around the corner. Take the first left 
to find pack of smokes #33. Now, kick out the grating and move back just a 
touch. In a second, you'll see a guard pass underneath you. Jump down behind 
him, and take him out. Now, head back to the vent hatch, and follow the vents 
to the next room. You'll drop down on to a stack of crates. At the end of the 
room directly in front of you is a guard. Sneak up behind him and push him down
into the fan. Now, turn around and find the service panel to shut the fan off.
In the corner underneath the vents you came in through, you'll find 10 UDs. Now
head back to the fan and drop down. Keep a close eye on where you are, and try 
to drop down directly onto the guard below. Pick up the 5 UDs he drops and head
for the security checkpoint.

3.20 - Security Checkpoint

Before the walkthrough, I just wanted to add a quick note. I have played this 
checkpoint over and over. Each time, trying to find a way through without being
spotted. And thus far, haven't found one. If anyone manages to find a way, let 
me know.

As soon as you start, crouch and go through the door. Now, slowly head down the
hall and stay to the left. Get behind the boxes on the left side of the room 
and sneak to the far wall. You should come out right behind a guard. Just wait.
In a minute or two, his buddy will come over and start a conversation about
you. Wait until the conversation is over, then slowly creep over to the guard 
and quietly take him out. Now, if you're lucky, no one will see or hear you. If
not, you're in the same boat as me. As soon as I grabbed the body the other 
guard noticed me and all hell broke loose. But I noticed that this works to the
advantage. Lure both the light and riot guards into the corner. And when they
are searching for you, circle back around the crates and haul ass to the door
near where the riot guard was standing. Now, when you get there, you can go two
ways. First, you could simply go through the door on the bottom. There is a 
Nano-Med station on the other side, and it is quicker. But doing so means you 
miss a pack of smokes, and you don't have the luxury of cover in the next area
that you would have if you do this: Instead of going through the door, jump on
the ledge to the left of it, then up on top of the crates. From the crates,
turn to your right and you'll see a catwalk. Jump over the rail onto it, and go
towards the door to your right. Don't go in just yet, instead look to the right
of the door and you'll see a small ledge. Hop over the rail on to the ledge, 
and climb up to find pack of smokes #39 hidden in the darkness. Now, get back 
over the rail, through the door, and down the stairs.

3.21 - Upper Mines

Head through the door and you'll find yourself on a catwalk. To the far right,
there is another catwalk with two guards patrolling, so move forward between 
windows making sure not to be seen. Make sure you wait until the guards have 
looked away before moving around the corner. Then quickly run to the cover of
darkness. Now, look down through the second window and wait for the guard to
turn his back, then jump down under the boxes, sneak up behind him, and cut 
his throat. Head towards the back of the hall, and another guard will come out
from the right. You can either wait for him in the darkness, and take him out
quietly, or you can you can rush him in the hopes of pulling of a quick 
counter. In some cases, you won't have a choice, so you're forced to opt for 
the later. At any rate, when both guards are dead, walk through the door, and
follow the stairs up to the catwalk. At the end of the catwalk on the left is a
door. Crouch and go through it. Inside, you'll find a guard harassing Mosely, a
blueskin. Take out the guard and talk to Mosely, who mentions that the best way
to Jagger Valance is through the door he's standing next to. First you're gonna
need a keycard. To get the keycard, turn around, and go through the door 
opposite of the one you came in through. Now, you'll have to rely on both luck 
and skill to kill the guard. Because the chances of him seeing you all depend 
on where he is when you enter the room. Either way, kill him, and take his 
security card. Go out onto the catwalk to grab pack of smokes #40. Now, head 
back to Mosely. Remember the side mission that involves killing all the 
blueskins? Yep, Kill poor Mosely, then head through the door via the security 

3.22 - Cargo Transport

Upon entering the room, turn right and you'll see a nano-med unit. Use it if 
needed and check the floor for pack of smokes #42. Now, jump in to the cargo
elevator to the bottom floor, and you will find a dead guard and an inmate 
named Armadaro. He will mention that the guard had a tranq gun. (DO NOT KILL 
HIM. He will not drop the gun.) Buy it for 50 UDs. (Note: shoot him with it for
a bit of comic relief....) Now head back in the cargo elevator and ride it all 
the way up to the third floor. On the third floor, head through the door on 
your right. In the next room, there is a vent hatch. Ignore it. Instead, climb
to the top of the yellow crates. When you get to the top, jump onto the vents.
Walk on top of the vents all the way back to the entrance, you'll see that the 
vent is broken. Climb in, and follow it until you come to a room with a guard
and the inmate, Valya. Shoot the guard, stomp his head, then talk to Valya.
For rescuing him, he rewards you with the code to access the keypad just after
the bridge in the mine entrance. Keep that in mind, but for now, just head back
to the upper mines. Go past the area where you killed the sharpshooter that 
dropped the security card, and you'll find yourself on a catwalk above a guard
barking out orders to an inmate named Quintana. Tranq the guard, then quickly
climb down to stomp his neck. Speak with Quintana, and he'll mention that 
Shurik left his glasses on the crates by the elevator. Now, go check them out
to find the glasses. Now, go all the way back to the bottom of cargo transport
where you bought the tranq gun from Armadaro. Walk through the door to the left
to get to the Mining Core.

3.23 - Mining Core

Upon entering, take out the guard at the other end of the room. Now, use the
Nano-Med Unit if needed, and then blow the lights in the room. Head through the
door at the bottom of the stairs, and you should draw the attention of the near
by riot guard (and maybe even the mechanic.) Lure him into the room, and up the
stairs. When he's at the top, jump over the rail and into the room below. If
you're lucky, that's where he'll stay. Now, head to the other side of the
forklift and access the service panel to shut off the rail defense. Hop over 
the railing and take a left to find pack of smokes #4. Remember to grab the
moths here as well. Then, turn around and jump on to the equipment to get back
out. Head down the tunnel on the right, shooting lights and guards you go. At 
the end of the tunnel, take a right and go behind the crates. Meet Jagger 
Valance. Upon talking to him, he mentions that he needs you to get a package 
for him before he will help you escape. Agree to it, then go around the back of
the boxes and take out the guard that's keeping an eye on the miners. Take him 
out and move to the right side of the mines, next to the railway. Take out any
guards you come across, and head around to the back of the crates, in the right
hand corner of the mines to find pack of smokes #41. Turn around and go up the
ramp. Take out the guard if you haven't already, and head down the hall on the
right. Slowly move forward and take out the two guards inside. Use the Nano-Med
unit in needed, then use the keypad to access the gas room. Jump over the crate
and move to the hole in the back. Through the hole, in the back of the next 
room is a dead body, and a package. Get the package, and head back to Jagger.
From here Jagger tells you to get to get to tower 19 to see Jupiter. First 
things first though. Leave the mining core through the cargo transport by 
taking an elevator to the upper mines. When there, head to the area where you 
killed Mosely, and you'll find the two remaining blueskins waiting for you. 
Tranq and kill both of them to retrieve the final part of the snitch list. Now,
just get back to the mine entrance. It doesn't matter how you get there, just
get there. When you get to the mine entrance, don't forget to access the keypad
next to the bridge to open the door to Valya's secret area, which houses a Nano
-med station, as well as pack of smokes #37. Also, Make sure you have 20 moths 
before you leave the mines. When you're ready, head to the elevator and use the
keypad to head back up.

At the top, exit the elevator and turn left. Shoot out all the lights, and head
for the far wall. kick out the grating to find pack of smokes #36. Turn around,
and climb the nearby crate, then the wall. shimmy all the way to the left and
climb up. stay crouched, and move slowly. For safety sake, shoot out all of the
lights, both near and far, to avoid being seen. Now, look up and you should see
a hangrail. Climb up on to it and cross over the riot guard to the opposite
wall. Now, drop down on to the wall and take out the remaining lights in the 
work pass area. Make sure the riot guard is facing the other direction, unequip
your weapon, and jump down. Go give Shurik his glasses, and use the keypad next
to him to enter the control room. Inside you'll find a nano-med cartridge and
pack of smokes #34. Now, head back to the courtyard/recreation area to finish a
few side quests. In section D, talk to Twotongue and trade the 20 moths for
pack of smokes #23. Then speak to Wilkins in section C. After he receives the 
news that Jagger is still alive, he rewards you will 30 UDs. Then speak to 
Jamal-Udeen and he'll give you pack of smokes #24 for killing all of the blue-
skins. Now, head to the feed ward. Give the snitch list to Cuellas, and he will
reward you with pack of smokes #17. If you feel like it, pay Georgie 50 UDs to
distract the guards for you. This will pay off in a little while, and UDs are
not going to be needed much more past this. So I'd recommend paying him the 50
UDs. Now, you're finished with this place, so head back to the work pass area,
and back into the power control room.

Take out the guard standing in front of the door in the far right corner of the
room, and use the keypad to get through the door. Once inside, jump in to the
ventilation hatch, and follow the vents to the upper feed ward. Drop down and 
take out the guard. Turn right and move through the door in to the next area. 
Blow the lights, and head down the stairs. On the right, there is a service 
panel that cuts the power, so go ahead and hit the switch. On the left, there
are two guards, and grating on the left wall. Kick it in and follow the vents 
to find pack of smokes #43. Head back into the vents, and go past the area 
where you just killed the two guards. Follow the path, and take the right where
you'll find two more guards. Kill them boths, then jump into the vent hatch to 
get to the next checkpoint.

3.24 - Tower 19

Move to the edge of the vent, and look down. Wait until you see a guard through
the grating, then jump down. If your aim and your timing are right, you'll land
right on the guard, killing him and cushoning your fall. Pick up the white key-
card he drops and use the computer terminal. Now, turn around and use the nano-
med unit if needed, and head through the hall to the left. Use the keypad to 
unlock the door, and walk into the cell area to speak with Jupiter. Back into 
the cell when the shooting starts, and wait for a home box to lower down. When 
one comes in reach, jump off the cell and out on to it.


Coming soon


-----Secrets and Side-quests-----

4.a) Side-quests

coming soon

4.b) Cigarette Pack Locations

coming soon

4.c) Nano-Med Health Station Locations

coming soon


----- Miscellaneous-----

5.a) Frequently Asked Questions

coming soon

5.b) Cheat Codes

As of today's date 06/14/2004, there are no cheat codes for "Escape from 
Butcher Bay."


-----The End-----

6.a) Credits

Thanks to tons of folks who e-mailed me about how to pick up the rifle ammo in 
the locker room.

6.b) Closing

coming soon

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