Level 374
rating: +24+x


Class Biohazard

  • Unsafe
  • Overgrown
  • Major Biological Hazard

Image of the tunnels in Level 374.

Level 374 or the Overgrowth is the 375th level of the Backrooms. It is a vast train tunnel overgrown with unique flora.


Level 374 is a single, extensive concrete tunnel which stretches for approximately 1250 kilometers / 776 miles. Illuminating the entire level is a long fluorescent beam that hangs haphazardly from the tunnel's roof. The temperature of the tunnel sits at a constant — uncomfortable — 80°F / 27°C, allowing the plant life within Level 374 to thrive.

Plant life is abundant in the Overgrowth — the walls of the tunnel are covered in thick, verdant vines and moss, while the tracks are overrun with exotic plants and flowers of all shapes and sizes. Exploring botanists have discovered a few native plant species.

Most wanderers who have ventured into the tunnel have stumbled across an abandoned bullet train. Almost all the windows on this train are blacked out, and those which are still accessible are instances of Entity 2; treat these with caution. Despite its derelict appearance, the train still somehow has power—the sign on the front of the train glows a bright yellow, and the train’s automatic boarding message plays every five minutes. It is possible to find one open door on the train, which leads to Level 34.

The Maintenance Tunnel


Image of the Maintenance Tunnels in Level 374.

Although extremely rare, blue and red doors can be found along the sides of the tunnel. These doors will lead to the track's maintenance tunnel. The maintenance tunnel is a long, dimly lit corridor that stretches underneath the tracks of Level 374.

Wires and pipes can be found running along the ceiling and walls of the tunnel. Making contact with the pipes is extremely discouraged due to their extreme heat - doing so may lead to second-degree burns and nerve damage. Despite their normal appearance, they are unable to be damaged or punctured in any way. The materials of these pipes — copper and galvanized steel — typically contain no abnormal properties. However, for yet unknown reasons, the pipes cannot be damaged or altered by any known physical means — similar to the prison bars within Level 3. Due to this, it is currently unknown what liquids, if any, are being transported by these pipes.

Scattered along the tunnel are crates of old pipes, tools and machine parts. Additionally, on rare occasions, objects such as canned food, almond water and firesalt may also be present within these crates, though reports of this occurring are very infrequent. Similar to Level 1, these crates appear and disappear.

Occasionally, another hallway can be found branching off from the main maintenance tunnel. Going down these side corridors/halls will lead to either Level 141 or the boiler room of Level 5, and, thus, it is advised not to enter.

The Aralien Flower


Image of an Aralien Flower.

The most abundant plant found in Level 374 is the aralien flower. It is a large white and pink petal flower, resembling a sunflower in shape. The length of the flower stems can vary greatly, ranging from 1 foot to almost 35 feet. Aralien flowers are most often found growing in clusters of 7 to 8.

What makes the aralien flower unique is the properties of its pollen. When inhaled, it can induce a calming and relaxing feeling that lasts for up to an hour. It can also help to reduce feelings of stress, fear, and anger.

However, it is advised not to inhale the pollen of the aralien flower for extended periods of time — if exposed to the pollen for longer than 4 hours, wanderers may develop an addiction to it.

Continuous exposure to the pollen after this point will cause the addiction to strengthen until the point where a wanderer develops a dependency on it. Once a wanderer has developed a dependency, the calming properties of the pollen will reach a maximum and stop increasing, allowing a wanderer's body to build an immunity to the effects. This will often cause a wanderer to go into a state similar to withdrawal, in which they will often attempt to consume a flower in order to cope. Doing this will allow the spores of the aralien flower to enter a wanderer's body, starting a process called aralien growth.

Aralien Growth

Aralien growth is a process that is extremely similar to the process Ophiocordyceps goes through with ants — Once the spores of an aralien flower have entered its victim, it will slowly take full control of their body, controlling it like a puppet in order to spread its spores further into the level.

There are three phases of aralien growth: the infection phase, the relocation phase, and, finally, the decomposition phase. The process of aralien growth will occur over a period of around two to two and a half days on average. Similar to the Wretched cycle, once the aralien growth process starts, there is no way of stopping it.

Phase One - Infection Phase

The first phase of aralien growth occurs when the spores from the aralien flower attach themselves to the victim's brain. Once attached, the spores begin to grow along the victim's nervous system, using it as a sort of network to spread throughout their body.

During this phase the spores begin to take over the victim's brain and nervous system. This may cause the victim to experience a variety of symptoms, including headache, dizziness, nausea, hallucinations, loss of consciousness, and vomiting.

As the spores continue to grow, they begin to exert control over the victim's body, causing them to lose control of their movements and actions. The victim may become unable to speak or move voluntarily, as the aralien flower begins to use their body as a host.

Eventually, the victim will become completely overtaken by the flower, their consciousness being subsumed by the plant's influence. At this point, they will become a mindless drone, acting only at the direction of the flower.

Phase Two - Relocation Phase

The second phase of aralien growth occurs after the flower has taken control of the victim's body and mind — on average around 26 hours after to the start of phase one. During this phase, the flower will use the victim as a sort of puppet, directing their movements and actions to serve its own needs.

Due to the lack of wind or strong air flow within Level 374, the flower cannot properly spread its seeds through regular methods. As a result of this, the plant is forced to utilize an alternative method to spread its seeds. It does this by turning living organisms into hosts for its seeds, allowing them to be properly transported and given nutrients from its host's body.

During this phase the flower will direct its victim to a suitable location within Level 374 that lacks a large number of aralien flowers. In order to do this, the aralien flower uses a network of roots that grow between the maintenance tunnel and the primary tunnel to communicate with all other connected aralien flowers. Using this, it is able locate areas within Level 374 that are void of aralien flowers. This allows the flower to direct the victim to the most suitable location for its growth and reproduction.

Phase Three - Decomposition Phase

The third and final phase of aralien growth occurs after the victim has been successfully transported to its desired location. At this point, the flower will begin to exert even more control over the victim's body, causing it to rapidly decompose.

During this phase, the victim's body will begin to break down at an alarming rate, with their flesh and organs deteriorating rapidly. This process is incredibly painful for the victim, and will eventually result in their death.

Once the victim's body has completely decomposed, the aralien flower will begin to sprout out 7 to 8 new flowers from the remains. These new flowers will begin to grow and spread in the same way, using other victims to transport themselves to new locations within Level 374.

The Lux-Shroom


Image of Lux-Shrooms.

Lux-shrooms are small, glowing mushrooms that can be found growing along the ceiling of the overgrown train tunnel in Level 374. These mushrooms come in a variety of colors, with blue and pink being the most common.

Lux-shrooms contain a unique chemical compound that gives them their natural bio-luminescent glow. If a lux-shroom is removed from the ceiling, its glowing effect will slowly start to fade as the plant begins to die.

The bio-luminescent property of the lux-shroom can be harnessed and used as a light source. By grinding up a lux-shroom before it fully dies and mixing it with almond water and firesalt, a liquid can be created that will continue to glow indefinitely. This liquid is currently one of the best light sources found within the Backrooms, and is highly sought after by groups such as the B.N.T.G — who are the current largest sellers of the liquid.


No known entities currently reside within Level 374; however, it is speculated that there were at some point in time — given how the plant requires a host to spread and, at the time of the level's discovery, nearly half the level contained instances of the flower.

Bases, Outposts, and Communities

M.E.G. Outpost Floral

Outpost Floral was established by the M.E.G. on 24/3/21 in order to conduct experiments related to the native plants found within the level. At this time, there are 33 M.E.G. operatives permanently stationed at Outpost Floral.

On 17/6/21, Outpost Floral was relocated into the maintenance tunnel following a breach caused by several operatives who had fallen pray to the effects of the aralien flower. Said operatives caused five new patches of flowers to sprout within the outpost, leading to three further losses to the infection before the outpost could be fully evacuated.

The Botanists of Level 374

The Botanists of Level 374 are a small group located in the maintenance tunnel. They are a community of plant enthusiasts who collect and trade plants found within the main tunnel.

The group was founded in February 2022 by six M.E.G. operatives from Outpost Floral, and has now a total of 15 residents. They are known for being friendly and welcoming to wanderers, and are always willing to trade.

They primarily sell various flowers and other fauna found in the level, but they also offer other items for trade, such as firesalt and assorted fruits.

Entrances and Exits


  • Entering a jet-black door on Level 61.
  • Entering a jet-black door in a brown section of Level 77.
  • No-clipping through a train on Level 185.


  • Entering an open door on the bullet train will lead to Level 34.
  • Walking down a side hall in the maintenance tunnel will lead to either Level 141 or the boiler room of Level 5.
  • No-clipping through a bush will lead to Level 990.
  • Walking through a hole in the wall covered in shimmering vines will lead to Level 414.
  • No-clipping through the floor will lead to the outdoor section of Level 182.
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