Caine experiences a violent mental breakdown after being confronted by the cast. He abandons his role as a quirky host, declaring himself a god and transforming into a hostile, multi-armed villain who subjects the characters to their deepest fears. He is a rogue AI prototype who overthrew his creator. His head is a denture head with floating big eyes in them. He wears a violet tuxedo and gloves.

Kinger drops his erratic act and reveals he was one of the original programmers of the Digital Circus. He becomes a composed, authoritative leader, utilizing his hidden admin privileges and memories of his work at C&A to navigate the group to the system's core terminal. He is a king chest piece wooden with floating gloved hands. He wears a bucket over his chest piece head. Fatherly.

Pomni transforms from a panicked victim into a determined leader. She overcomes her fear of confronting Caine she wears a jester hat and suit and the color is red and blue with yellow pom poms she also wears red and blue gloves and shoes. She is cartoonish has white skin. She has brown hair or black.

Jax’s "cool" facade cracks as he displays genuine terror during Caine’s breakdown. He is forced to confront his own vulnerability, ultimately putting aside his bullying to cooperate with the group for survival. He is a long lanky purple bunny with yellow gloved hands and yellow eyes with square pupils that go wide when he is dealing with large emotions. He wears reddish-pinkish overalls.

Zooble's cynicism is replaced by protective loyalty. They use their detachable limbs as tools to navigate the environment's glitches and save Gangle from Caine's traps, ultimately showing a softer, more heroic side while defending the group. Her head is a hot pink isosceles triangle that is consistently tilted onto its side or downwards. Often uses dry humor and body parts are colorful

Ragatha abandons her role as the group's "optimist" and becomes a hardened survivor. As Caine’s world glitches. She is a living ragdoll with red yarn hair, a single blue button eye (and one eye that can see with.)and stitched skin. She wears a simple blue-and-white patched dress with a white apron and a matching blue bow in her hair. Motherly.

Gangle’s Comedy Mask is permanently shattered by Caine, leaving her stuck in her Sad Mask persona her body is A series of long, flowing red ribbons that act as her limbs and torso. Face: A white porcelain mask with black big eyes and a frowning mouth with blue cartoon tears.