2-3: Sheer Heart Attack
SHEER HEART ATTACK
| 2-3: SHEER HEART ATTACK | |||
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| General | |||
| Layer & Part | LUST /// THIRD | ||
| Challenge | Don't touch any water. | ||
| Music | Panic Betrayer | ||
| Tip of the Day | |||
RAILCANNON variations all share the same cooldown.
Choose wisely which variation best fits the situation. | |||
| Collectables | |||
 5 Soul Orbs
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| Enemies | |||
 23 Filth 9 Strays 2 Schisms 15 Soldiers 10 Drones 4 Streetcleaners 2 Mindflayers 1 Malicious Face
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| Rank Requirements | |||
| Rank | Time | Kills | Style |
| S | 04:20 | 66 | 9,000 |
| A | 05:00 | 63 | 7,500 |
| B | 06:00 | 50 | 5,000 |
| C | 08:00 | 25 | 2,500 |
| Levels | |||
| Previous | Next | ||
| 2-2 | 2-4 | ||
 2-S
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| 2-1, 2-2, 2-3, 2-4 2-S
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2-3: SHEER HEART ATTACK is the third level of Lust, and introduces the Mindflayer. 2-3 also holds the entrance to Lust's secret level, 2-S: ALL-IMPERFECT LOVE SONG.
The music used in this level is Panic Betrayer.
Level
Start
2-3 starts off inside a small industrial building containing an interior pool of water and a skylight, with the 
Corpse of King Minos looming directly above.
Upon making it towards the starting arena, a wave of four Strays and two Soldiers will spawn on the walkways and platforms around the edge of the room.
The player then needs to head through to the far left door by the highest section of the walkway, which will proceed to the next arena.
Water Arenas
Continuing through the open door will lead to a hallway suspended over a rushing waterfall, flowing into a set of deadly pits. The arena contains a small room to the left with a glass window, which connects to a bridge leading to another door.
Upon entering the arena, a horde of six Filth, two Schisms, and two Soldiers will spawn in. When all of the Filth are killed, a Malicious Face will be summoned. When both the Soldiers and Schisms are killed, a door will open to the room beside the main arena, summoning two Drones and two Streetcleaners.
Once all the enemies are killed, the door below will unlock, leading to a hallway containing a 
Blue Skull Key, which will then loop back to the main hub once picked up.
Back into the main room, if the player jumps into the heart-shaped pool within the center of the room, it will trigger an enemy encounter with a Soldier to the left, three Strays in front, and a horde of eight Filth further behind the Strays.
Grinder Arena
Connecting to the previously mentioned pools are sets of narrow entrances, which lead to a small room with a blue pedestal. Placing the Blue Skull Key onto the pedestal will unlock a door forward, connecting to a small hallway with a stream of water leading to the next arena.
Inside is a large cluster of walkways, platforms, and bounce pads, situated over a massive stretch of deadly grinders.
Upon moving past the middle of the arena, a large enemy encounter will begin, featuring six Filth on the right walkway, four Soldiers to the left, and two Streetcleaners at the northern walkways.
Once the first wave is defeated, another wave of another four Soldiers and four Drones will spawn in, with the Drones in the center of the arena, and the Soldiers situated at the bottom floor. Once all the enemies are killed, the player can then enter a corridor containing the 
Red Skull Key, which will then loop back around to the starting hub.
Mindflayer Encounter
Upon entering the starting room to access the red pedestal, the door leading to it will suddenly close, before a Mindflayer is summoned to attack the player. Being an introduction to the enemy, a health bar also appears.
Mindflayers are very dangerous machines that teleport before attacking or upon taking significant damage, and possess a variety of deadly attacks. They can fire unparriable laser beams, barrages of five homing 
Hell Seeker projectiles, and perform melee swipes that, while parriable, are difficult to react to and do not cancel the attack, making them incredibly disruptive and thus high-priority targets for the player to kill. Additionally, they will self-destruct when killed, creating a massive explosion after a brief moment, but can be redirected by punching them with the 
Knuckleblaster.
Mindflayers can be prevented from teleporting by hitting them with the 
Screwdriver Railcannon. They can also be instantly killed when they fire Hell Seekers by hitting them with an explosive attack with the right timing, as the Hell Seekers then get redirected into the Mindflayer as it is firing them, gravely injuring or killing it outright. Generally, they are exceptionally deadly alongside crowds of enemies due to requiring the player to draw their attention toward them above any other threats.
Upon killing the lone Mindflayer, the door will unlock, leading to the room with the red pedestal, which opens the door into the final arena of the level.
End
The final arena of 2-3 contains a waterfall within the center of the room covering the exit door and a walkway above the entrance. Upon entering the arena, three Filth, two Strays, and a Mindflayer will spawn in. Dealing enough damage to the Mindflayer will summon two Soldiers and killing it will spawn in four Drones. Once all the enemies are defeated, the exit gate will open for the player to finish the level.
Challenge
For the level's challenge, the player needs to be careful to avoid coming into contact with the water. Three power boxes are scattered throughout the level, similar to those from the previous level, 2-2: DEATH AT 20,000 VOLTS, which all must be destroyed in order to drain the water. Each power box is found next to a 
Soul Orb, so listening for its sound can help the player find each box.
The list of power box locations found throughout the level:
- Underneath a bridge inside the arena with the large flowing waterfall to the right, nearby a small offshoot room with a glass window.
- Inside the grinder arena, within a small nook in the wall to the left of the entrance near a walkway, requiring the player to wall-jump up to reach it.
- Behind the stairs within the corridor with the red pedestal, which the player needs to reach by sliding through a gap on either wall.
To make it forward without going through the heart-shaped pool of water within the starting hub, the player needs to find a small breakable piece of wall to the right of the pool, connecting to the blue pedestal room.
When all of the power boxes are destroyed, the sound of draining water will play, with a notifying message appearing afterwards:
All the water within the level will then be completely drained out and removed, along with additionally halting all hazards within the Grinder Arena, making them unable to kill the player. The player can then walk into the exit gate without being interrupted by the water and complete the challenge.
Due to the water being drained, the waterfall previously within the arena leading to the Blue Skull Key will disappear, revealing a small gap within the wall previously impossible to enter through with the rushing water. Sliding behind it reveals a small room with a hidden Secret Elevator, leading to 2-S: ALL-IMPERFECT LOVE SONG.
Secrets
For the level's secret exit, see the Challenge section above, as it covers the same topic.
| #1 | Soul Orb - In the arena with the waterfall, directly on top of the hallway the player enters through.
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| #2 | Soul Orb - Underneath the bridge in the waterfall arena, in a small gap on the right side that must be slid under. This orb is found next to the first power box.
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| #3 | Soul Orb - In the Grinder Arena, concealed in the far left corner in a nook near the entrance. This orb is found next to the second power box.
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| #4 | Soul Orb - In the Grinder Arena, on a hidden platform in the bottom middle-left of the room, very close to the grinders.
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| #5 | Soul Orb - In the room where the Red Skull Key is placed after fighting the first Mindflayer, accessed by sliding through a gap on either wall underneath the stairway. This orb is found next to the third power box.
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Trivia
- In the background behind the entrance door, a silhouette of three towers connected by bridges roughly resembles the layout of 2-1: BRIDGEBURNER.
- The two Streetcleaners in the water arenas spawn if a glass window of the room beside the main arena is broken, despite the Disable Enemy Spawns cheat being enabled.
