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For more information about other enemies, see Enemies


The Flesh Panopticon is a powerful boss of an undefined type, found in the Inner Sanctum of the mission [ P-2: WAIT OF THE WORLD ]. Like its predecessor, the Flesh Prison, it is a stationary boss with an array of chaotic attacks, though now with the ability to prevent the player from healing so long as its minions are alive. Like its predecessor, it is capable of healing its damage, though attempting to do so awakes Sisyphus Prime, who will proceed to free himself from within the Flesh Panopticon, finishing it off in the process and leading to his fight.

Appearance[]

The Flesh Panopticon is a massive right rhombohedron (aka cube) rotating slowly on top of a flesh stalk, which leads into the base of the cube, whose sides are composed of pallid gray skin reinforced with human bone. It is also from this skeletal structure that the Panopticon's "face" is splayed across. Like its predecessor, its mouth is capable of moving, but rather than screaming when it performs an attack, its teeth are constantly chattering in a rippling pattern that moves counter to the direction it is rotating.

Combat[]

The Flesh Panopticon, just like Flesh Prison, has three direct ways of attacking. All of them are preceded by a circular flash of light, the color of which determines which one exactly it is. Additionally, when the Flesh Prison is below 50% health, it will gain a slight boost to most of its abilities.

A yellow flash means the Flesh Panopticon is about to fire a mass of explosive mortar projectiles, similar to the Hideous Mass, which will begin flying out of the Flesh Panopticon's mouth. The attack concludes when the Flesh Prison summons 16 projectiles total (25 during its second phase). This is the only parryable move used by the boss. However, due to the quantity of mortars along with their explosive capabilities, attempting to parry will almost certainly result in taking damage anyway. As such, this should only be attempted as a last resort. Its mortars will also completely phase through itself in order to prevent self-harm, unless they're parried.

A white flash creates a stationary circular pattern right below the player, summoning a damaging divine beam of light at its location shortly after, similar to that of a Virtue. However, this attack is larger and faster than its Virtue counterpart, and the first beam is always horizontal instead of vertical. The Flesh Panopticon will summon two of these beams (three during its second phase) each time, and each subsequent beam lasts a second longer than the previous.

A purple flash warns of a black hole, a moderately sized black & purple sphere which slowly travels towards the player. Once close enough, it will explode, dealing only 10 actual damage accompanied by 99 hard damage, reducing health to just 1 and making any healing impossible for a short amount of time.

Minions & Healing[]

Throughout the fight, the Flesh Panopticon will summon an assortment of minions. It typically summons five minions, with six minions being summoned during its second phase.

These minions are stationary golden eyeballs, levitating in fixed positions in a circle around the Flesh Panopticon. While there is at least one minion alive, the player will be continuously inflicted with hard damage, making any damage sustained impossible to heal until all eye minions are killed. On Violent difficulty or higher, some of these minions may also be tiny Malicious Faces, which are slightly more resilient, and boast two more damaging attacks.

If left alive for too long, the Flesh Panopticon will use them to initiate a heal, connecting to and immobilizing all remaining spawn with a green light, consuming them one by one, regaining 20 HP per minion. During the healing, it also gains immensely powerful damage reduction, making outdamaging it practically impossible. However, during its actual fight in [ P-2: WAIT OF THE WORLD ], bringing it to its first healing phase will kill it instantly, due to Sisyphus Prime breaking out.

A timer visible below its health bar determines the exact moment this move will be used, which typically takes 25 seconds at most. The amount of spawn left and the damage dealt to the boss before the most recent summoning will subtract from the timer. The exact formula for this is t - d*m, where t is the time left until the next heal, d the amount of damage dealt, and m the multiplier, which changes depending on the number of minions alive:

Minions remaining 0 1-4 5-8 9-10
Multiplier 0.133333 0.2 0.4 1.5


All this means in simple terms is that the more focus is given to the Flesh Panopticon while minions are alive, the quicker it will heal. If all minions are killed by the time the timer hits zero, the Flesh Panopticon will instead immediately call upon more minions without healing.

Difficulty Changes[]

  • HARMLESS
    • The Flesh Panopticon attacks much slower than usual.
    • It will only spawn three minions and they only restore 7 HP.
    • It will only summon 11 mortars per barrage (16 during its second phase).
    • Its divine beams are smaller.
    • It will not summon black holes.
  • LENIENT
    • The Flesh Panopticon attacks slower than usual.
    • It will only spawn three minions (four during its second phase) and they only restore 15 HP.
    • It will only summon 11 projectiles per barrage (16 during its second phase).
  • VIOLENT
    • The Flesh Panopticon attacks faster than usual.
    • One of its minions (two during its second phase) will be mini Malicious Faces.
    • It will summon three divine beams (four during its second phase).
  • BRUTAL
    • The Flesh Panopticon attacks much faster than usual.
    • Two of its minions will be mini Malicious Faces.
    • Its minions will move much more erratically.
    • It will summon four divine beams (five during its second phase).
    • Its beam attacks linger around much longer than usual.
    • Its black holes move considerably faster.
    • Its first and second phase health is increased from 150 to 225.

Terminal Data[]

For more information, see Terminal

TYPE: ???

DATA:
Flesh Panopticon is a superior version of the Flesh Prison, built to not only house the soul of King Sisyphus, but also with the capability to keep a watchful eye over any of his followers that may be imprisoned alongside him.

This feature was however never utilized, as Sisyphus' prime soul had already started forming before being imprisoned, leading angels to fear that he may be able to break out of his prison if awakened.

STRATEGY:
- Though Flesh Panopticon creates fewer spawn than its predecessor, they're more resilient and their gaze is able to stop all wounds from healing. This may seem just a curse, but it nullifies the Whiplash's primary flaw, allowing it to be used freely to approach and destroy the spawn at close range.

- Flesh Panopticon's explosives make it dangerous to stay on the ground, but they will phase through the Panopticon to avoid it harming itself, making standing on top of it safer as long as the black hole isn't nearby.

Rending Apart[]

Damaging the Flesh Panopticon down to half of its first health bar or waiting for it to heal for the first time will cause Sisyphus Prime to break free, instantly ending the fight. The heal timer runs down faster when dealing damage directly to it, making Sisyphus Prime spawn faster. Unsurprisingly, this does not happen if the Flesh Panopticon is spawned anywhere that isn't [ P-2: WAIT OF THE WORLD ], such as the Sandbox.

The best strategy to use against it is the same as Flesh Prison: Shotgun swapping and the Knuckleblaster deal big damage to it. Keep distance, don't look at the eyes for too long. If one does happen to look at the eyes, using the Whiplash to get up close and firing a Shotgun blast at them point-blank along with a single Knuckleblaster punch should punt them towards the floor, killing them on contact. The Whiplash's hard damage won't be gained from doing this, because looking at the eyes nullifies the effect entirely, and it can be used to one's advantage. The Alternate Nailgun can also rack up huge amounts of damage against it, even past its resistance to sawblades.

The eyes can also work in the player's favor for mobility. Due to being heavy, they can work as points to Whiplash off of, and being defenseless on their own allows them to be used to zip around the arena freely, which can work wonders for preserving stamina and dodging the assaults from the Panopticon itself. Both vertical and horizontal mobility are valuable against it. Whether for taking out its minions or damaging and dodging its attacks directly.

Alternatively, one can simply ignore fighting the Flesh Panopticon entirely, and put full effort into dodging its attacks until Sisyphus Prime breaks from it and kills it himself.

Patch History[]

Patch 16b (2025/03/01)
  • Coins now correctly target Flesh Panopticon.
Patch 15c (2024/05/11)
  • Flesh Panopticon's spawn no longer get set on fire when the Flesh Panopticon itself does.
  • Flesh Panopticon now has the same resistance to sawblades as nails.
Full Arsenal Update (2024/04/15)
  • Fixed the Flesh Panopticon death animation not healing the player if blood is turned off.
Patch 14b (2023/12/24)
  • Fixed magnet inconsistencies between Flesh Prison and Flesh Panopticon.
VIOLENT NIGHT Update (2023/12/20)
  • Added a failsafe if the Flesh Panopticon death animation freezes.
Back to the Cyber Grind Update (2023/04/27)
  • Fixed a bug that caused the Flesh Panopticon's outro to get stuck.
Patch 12b (2023/03/21)
  • Restructured and repaced Flesh Panopticon's death for greater clarity.
  • Fixed a bug that caused Flesh Panopticon's death animation to not play out if the player paused during it.
  • Flesh Panopticon now opens its mouth properly while firing mortars.
  • Flesh Panopticon's mortars now spawn from its mouth rather than in front of it.
Wait of the World Update (2023/03/17)
  • Flesh Panopticon introduced with the new Prime Sanctum.

Trivia[]

  • The Flesh Panopticon's theme is titled "PANDEMONIUM", contrasting with Sisyphus Prime's theme, which is titled "WAR".
    • Pandemonium meaning a wild and noisy disorder or confusion, similar to Flesh Prison's theme which is named "CHAOS".
  • A Panopticon is a prison designed in such a way that a multitude of prisoners may be imprisoned at once, with the prisoners being unaware of whether or not they were being watched. This is alluded to in the lore of the Flesh Panopticon, although only one inmate is housed nearby due to the angels being afraid of Sisyphus Prime breaking out if awakened by any inmates.
    • The telegraphing of the minions' line-of-sight mechanic ironically goes against the core principle of a panopticon.
  • Before Patch 12b, the Flesh Panopticon used the same collision boxes as the Flesh Prison, meaning that standing on top of it would cause the player to slide off as if it were the same octahedron shape as the Flesh Prison.
  • The Flesh Panopticon is the only boss to have its death animation completely restructured. Prior to Patch 12b, Sisyphus Prime would begin speaking as he tore through the Panopticon and his emergence was easy to miss without subtitles; now, he waits until his first line finishes before beginning to escape, giving players time to recognize what is happening when the fight concludes earlier than expected.
  • The eyes that the Panopticon spawns internally have their EnemyType as Virtue.
    • This is also why the eyes can be reeled in and parried once they die, and sending the eyes towards an enemy and killing it grants the [+CANNONBALLED] Style Bonus just like a Virtue's core.
  • Prior to Patch 13a, the golden eyeballs inherited a floating point inaccuracy bug from their Drone EnemyType which allowed them to survive one more hit than they should under certain conditions, such as when trying to kill them with only the direct damage of the Whiplash grapple.
  • If enemy infighting is enabled, other enemies will opt to attack the golden eyeballs instead of the Flesh Panopticon itself. Even when all spawn are dead, the Flesh Panopticon will still remain untargeted. However, the Flesh Panopticon is still able to attack.
    • If all non-minion enemies die while the Flesh Panopticon is attacking, the Flesh Panopticon will start attacking its own spawn.
  • As of Patch 14d, the Flesh Panopticon is the most durable enemy in the game with 300 HP, going up to 450 HP on Brutal difficulty.
  • Interestingly, the mini Malicious Faces use the old model rather than the new one.

Gallery[]


Enemies
Husks
FilthICO
Filth
Tall Husk
Stray
Schism icon
Schism
Shotgun Husk
Soldier
MinosCorpseIcon
TCoKM(?)
StalkerIcon
Stalker
InsurectionistIcon
Insurrectionist
FerrymanPic
Ferryman
Machines
SwordsmachineICO
Swordsmachine
Drone
Drone
Streetcleaner icon
Streetcleaner
V2Icon
V2
MindflayerICO
Mindflayer
V2 2nd
V2 (2nd)
Turret
Sentry
Gutterman
Gutterman
GuttertankEnemy
Guttertank
DefenceSystem2
1000-THR Defence System
Earthmover bb
Earthmover
Demons
Malicious Face
Malicious Face
Cerberus
Cerberus
HideousMassIcon14c
Hideous Mass
Idol 0
Idol
Leviathan
Leviathan
Mannequin
Mannequin
House of Minotaur
Minotaur
Angels
GabrielIcon
Gabriel, Judge of Hell
VirtueIcon
Virtue
Gabriel2nd
Gabriel, Apostate of Hate
Prime Souls
MinosPrimeIcon
Minos Prime
Sisyphus Prime
Sisyphus Prime
Other
Something Wicked
Something Wicked
CancerousIcon
Cancerous Rodent
VeryCancerousIcon
Very Cancerous Rodent
DruidKnightIcon
MDK&O(?)
Ben
Big Johninator
Puppeticon
Puppet
FleshPrisonIcon
Flesh Prison
FleshPanopticonIcon
Flesh Panopticon