A downloadable game for Windows and macOS

Download NowName your own price

Lustfall is very expensive to develop and I would love to keep it free for everyone so please consider supporting the development on Patreon: https://www.patreon.com/lustfall (For real though, we have some really cool benefits and milestones that we are close to!)

UPDATE 7 IS NOW OUT - 08/19/2022


Waking up with no memories of who she is, Gwendolyn finds herself in a world that is obsessed with lust, sex and fantasy. She must team up with a cat girl, a dominatrix and more in order to travel across Heartlandia in the search of what has caused the mysterious event known as the "Lustfall" before society collapses from the weight of its own carnal desires. Will she be strong enough to resist temptation at every corner, or will she give in to her deepest, darkest fantasies and submit the world to ruin?

Lustfall is a game developed in RPG Maker MV and implements a unique battle system where the enemies attack the player with erotic fantasies, tempting them to submit to their foes and abandon their quest. Attacks differ by fetish and area of arousal to ensure no one goes un-stimulated but be careful! Daydream about being gagged too much and a gag may actually manifest on you, preventing the casting of spells!

Join the official Discord server: https://discord.gg/G2TsKAV


Arrow Keys or Left Mouse Click - Move

Enter or Z or Left Mouse Click - Confirm

Esc or X or Right Mouse Click - Cancel or Menu (Outside of Battle)

Shift Key (Hold) - Sprint/Move Fast

Tab Key (Hold) - Skip Dialogue

*To escape from any random encounter battle, press Esc key before selecting any actions for that turn and select the "Escape" action.

Lustfall is currently in active development. The game currently contains many chapters of the story, an unplanned bonus dungeon, multiple story dungeons, tons of enemies, 148 lewd and kinky images to discover, equipment crafting system, magical accessories, fetish accessories and characters you'll fall in love (or in lust) with by the end of the 20-30 hour epic. There are 3 more planned major updates, and there might be some minor update in the future to include CGs for the bad ends that were recently unlocked.

This is my passion and I want to share this with you so if you are able to give a little, please consider doing so either here or by subscribing to my Patreon. There are many exciting upgrades and enhancements, both visual and gameplay that I want to implement with help from fans like you!

Oh and don't forget to download the complimentary "Lustfall Walkthrough and Secrets.docx" file to see all the hidden items and get your very own Lust Magic checklist. It's a document full of map pictures and a general guide through the game and takes a long time to create for each update, so if you love this please considering giving a dollar or two to support it.

For a list of contributors, artists and public resources used for the creation of Lustfall, I encourage you to look at the README.txt file.

Let's promote sex positivity and stay kinky my lovely perverts!

Overlord Empire LLC
StatusIn development
PlatformsWindows, macOS
Rated 3.9 out of 5 stars
(56 total ratings)
GenreRole Playing
Made withRPG Maker
Tagsbdsm, bondage, Erotic, Fantasy, Female Protagonist, fetish, NSFW, RPG Maker, Turn-Based Combat, xxx
Average sessionAbout a half-hour
InputsKeyboard, Mouse
LinksPatreon, Discord, Deviant Art, Twitter


Download NowName your own price

Click download now to get access to the following files:

Lustfall Update 7 - WINDOWS 519 MB
Lustfall Update 7 - MAC 598 MB
Lustfall Walkthrough and Secrets Document 37 MB

Development log

View all posts


Log in with itch.io to leave a comment.

Viewing most recent comments 2 to 41 of 52 · Next page · Last page

i really enjoy this game - fun characters with lots of personality! i will say i think there needs to be like a smidge more time to complete the school gym mini game Cleo's Catch, especially since when you get caught it sends you back to the starting point. maybe an additional 15 seconds? otherwise i've had a pretty good time playing so far! ^-^

So, I've gotta say, the boss fight in Cleo's meownsion sucks. I like it up until and then past there, but it hits the really, ridiculously frustrating niche of "losing is forbidden until it is mandatory." If you've got to lose in the story, either make it so losing at any point progresses it (and defeating the boss gives like, a cool bonus item or something), or give an option to skip like with the drone hallway at the beginning, or just make it less overtuned. The first time I beat it I had to try around a dozen times, and I got through by the skin of my teeth; grinding is not very quick or fun most of the time, and most other bosses are of the "you're generally able to tackle them when you get to them" level, so this was a sudden wall that really didn't justify itself in the story for being there. The rest of the game is mostly good though.

I really like this game it's fun but it would be nice to have an auto resolve feature or at least speed up the fights and idk if this has been added but when you get defeated there should be a lewd scene to show what's happening it would be cool and I can't wait for the next update


Lewd scenes for when you are defeated in key events are already being worked on thanks to recently hitting a Patreon milestone! I expect to have a handful of them to become available in Update 8 when that is ready.

I'm liking the new art and icon updates. I did notice that the new damage and status effect icons haven't been updated in the side effects manual and the damage type manual.

I knew I was forgetting something! Lol!

Thanks for letting me know, I'll be sure to fix that.

(2 edits)

i am very happy to see lustfall coming back with update and would love to play the update but there isnt save file for update 7 :(

Thank you so much! :)

You can use and continue your save file from Update 6, just check the link in the dev blog post about transferring saves.

(1 edit)

dont you have the save data for update 7 ? i really dont want to redo the whole school section ( i lost my update 6 save ;(  )

This, I moved computers and I lost my save file from the last game. :(


Jus started this game. 2 things so far. Even when the cards are turned off it takes for-fuckin-ever for enemy actions.

The thing that drove me to come comment tho is that I'm fightin the drider righ now an she has that move that webs ya up if ya attack. Except it also webs ya up if ya use an item or even if ya jus got over that paralysis status. It's infuriatin for er to put my people into a status an then they gain two statuses when they leave that status an I have no control over that.

Hopefully it's all worth it cause I am gonna cathartically burn down that idiotic red village an murder anyone that asks me for a red score first chance I get.


so far have played a few hours and have seen nothing but battle cards as far as PLOT! and it all horribly drawn, like 3 year olds did it.

so are these art assets there to stay? or just placeholders. 

also is there actual PLOT! in the game, or just these craptastic battle cards?


I don't suppose you have any plans to add a super move that can KO an enemy, Ive seen this in other games to help people progress the story when they encounter a roadblock, it would be super helpful, Ive also noticed other people mentioning the difficulty so this would definitely help out with that


I never thought about that before but honestly that's a really good idea so I am going to consider it and might add something like that in a future update!


Hey there, great game, great art, good layout and I can certainly feel justified fighting opponents... One smallllll issue though. Why in the hell are there so many damn random encounters??? And if its necessary for there to be so many then, why in the hell do they take so damn long??? Leaving utopia through that forest section honestly made me just turn it off and take a nap man.  If anything let crits do triple damage like those Fire Emblem games or let me know when an enemy is almost dead so at least I know when I can start relaxing or even allow me to use the cat's heal outside battle.  I know old snes games had lots of encounters, I get that, but that's not exactly what made them good games. And also give me the option to kill the rapists...

TL;DR Fighting takes too long , combat mechanics need refining and let me slaughter the rapists. Thanks for reading bud.

got a intresting qusten

can you add somethin that lets us see what cards we hve seen

That's one of the Patreon milestones! Adding that would require some reworking of older game systems, so it would take quite a lot of time and effort, tbh.

ok well i will hope

Does the current version end after giving the president the four letters? I know she says that she will be unresponsive for a while, but there is no indication as to whether or not this is the end of the demo. You can't move once she opens the door and the game just sits there.


Try talking to her from the right side. There's currently a bug where she will get stuck on your party members if they are blocking her path.


Was "save anywhere" disabled, or is this some issue on my end? Update 5 I could save anywhere (in addition to the crystals) but for update 6 it's just the save crystals. Was this to avoid save-scumming? It's not too big a concern, because you do have them in enough areas, just surprised is all.

The balancing seems better!

Oh, you could save anywhere on Update 5? Oops! Lmao.

Nothing is wrong, traditionally the save anywhere is disabled because I wanted to give a more traditional SNES Final Fantasy experience but I may enable it again in a future update.


Why can't the heroine kill "rapists" ? Dropping them unconscious feels largely unsatisfying, especially for how long combat lasts in this game (unnecessarily so for a H-game, if you don't mind some further feedback).


hmmm,all the H sense on the defeat?i mean,i play it for one hour,but i can't find any lewd event trigger

Why are enemies able to special attack every turn?  It feel unfair for the party to have to charge up their S.A. when everyone else gets specials whenever they wish.  And the mansion enemies need to be seriously nerfed.  And Gwendoline needs access to better weapons.  She's barely doing better than double digits.

godamm theres alot of monsters in that sewer wtf....i have been down there for idk 30 min maybe....i have been in atleast 100 battles so far calm down with those mobs dev xD

I you don't want to fight them then just press escape, it should work most of the time.

is there a fullscreen??


For some reason i cant save my game on mac? When i try to it just makes a buzzer noise :/ pls send help thx


Something I've noticed is that unless my characters counter (which I wasn't aware they could do before but Cleo absolutely CRUSHED the RED patroller with a counter!) whatever the opponents attack is NEVER misses. It may do no damage if my characters are strong enough, but it'll still hit. My characters will miss on occasion - Syn more than the others it seems. Was it intentional that the opponent won't miss? It makes some fights quite frustrating because someone on my side misses but the opponent will always hit! 

Having gotten as far as I can, I'm surprised the RED faction has any real traction, given you slaughter the ALPHA (and it is SO satisfying to crush Sigmund!) and all the other REDs seems interested in is sex, thinking women should be subservient to men with sex, and not much else. Barring Adrienne, I don't think any of the women really like being slaves to the REDs either, after you clear the mansion all the maids are thrilled that they are no longer part of the whole RED thing!

Just need to wait until Update 6 now...

(2 edits)

Could you make a android port, I have a PC but my phone runs better than it. Reason I have a larger storage on my android phone

Edit: I'm pretty sure you can make a simple touchscreen system and it should be ready for mobile phones

I've considered making a phone port but it's something that I would have to take the time to learn and may have to purchase additional software/licenses. If that was the case, Lustfall would have to be a paid game and I would not offer it for free because of the amount of effort it would take to keep up a mobile version.

Mobile development is a LOT more complicated than a simple touchscreen system. I'll keep it in mind that there are people who want an android version and I may look into it more in the future but for right now, there are no plans to make a mobile build.

(1 edit)

ok it's nice to see a developer who cares about the opinions of their users after respawn started shutting down their servers instead of fixing them against the hackers

Edit:you can mostly get it to work on phones it just can't run a exe file which makes it unplayable

I don't really like dual posting, but this is separate from everything else, and I'm not sure what to make of it! There's a spot in Jealousy Woods that has a portal, but everyone agrees it's too dangerous and it's a one way trip. I've tried going into the portal just to see what happens, but outside of weird color scheme and music...nothing seems to happen. I can't click on anything or leave the area, and if there is a superpowered monster, it's taking it's sweet time getting to the heroines. What's the story with the portal that's west of Lily in the Jealousy Woods? 


Ah yes, the portal. That is a secret area that's not yet implemented. It was removed in earlier versions but popped back up in Update 5.

Basically, in the final update of Lustfall, there will be 6 optional super bosses and this will be where on of them will be.


Optional Super Bosses? SWEET! Gives yet another reason to like this even more! (And thank you for getting back about this, the "gotta explore everything" part of me was going "What is this for??")

(1 edit) (+1)

Hi! So, I've been playing this for a bit and my only real complaint is it seems a tad grindy. The writing is well done, I like the characters, beating Sigmund was SO SATISFYING, but it seems like you expect the players to be at certain levels at certain points and I've discovered that...my group is at a lower level than what you expect them to be at. Beating the impostor Cleo seems OK at 10ish, but the hypno group area is QUITE challenging at 10ish and the lab is equally "too hard" Taking that away it's quite fun!

The RED stuff seems like it's almost "so backwards it's borderline funny, do men really treat women that badly??" Fighting the manor was a little odd because Cleo clearly knows Robin and Robin just refuses to believe it until she sees the mark. I would have thought that, given how well Cleo knows the layout and knows everyone, and that the impostor had a very different mentality than Cleo does, that Robin would have at least been a little more "what is going on??" than before seeing the moth. Especially given that Cleo was rescuing maids FROM those RED bozos and the impostor was "I love the REDs, because Sigmund's my lover!" I found getting to the Big City (tm) through the caverns to be quite interesting, REALLY liked that Willow made a second appearance, and find while she is out there, she's still likable! I think the funniest scene so far is either "the bickering between Gwen and Cherri" or the comment Cherri made about Alvida (sp?) being out there and everyone else thinking "and you AREN'T??"

I do like where this is going! 

(1 edit) (+3)

So I've been playing this for a good 8 hours and really enjoying it, but I'm just at a loss for what to do in the Hypnotized Husband fight. I've tried almost everything I can think of but nothing seems to work. The only thing I can think of is that I have to go get my fourth party member or just grind, neither of which seem super fun.
Edit: Although, thinking about it, either would be more fun than beating my head against this wall.


There's an alternate path that you need to take. You can't defeat the Hypnotized Husband. Keep searching the area around the save point for the way.

Also, if you ever get stuck like this, you can always download the .docx walkthrough file and it will guide you.


oh god now I feel like an idiot. It's RIGHT THERE I was just blind as FUCK.

y is the frst boss so hard to beet

(1 edit)


After the ambush battle with the 3x animal lovers in Jealousy Woods my team is permanently blinded. What can I do to remove it?

You can use the Trusight items to remove blindness and have Gwen use her magic attacks. Blindness will last a while but it should go away eventually.


I've managed to complete the entire thing, it was great. The only thing even remotely close to complaining I can muster is to say that I wanted the doll suit things in the mansion to be an actual wearable item that affects the character sprite. Though, that is really the only thing I found to be missing.

Absolutely loved it, though I kinda wish there were more kink items in general.


Glad you loved it! :D

I'll keep the doll suit in mind for a future update, perhaps...


Thanks for that, and thanks for making this game free. 

I felt like scum asking you to add more lol


No problem! Since it's free, I have the freedom to only do what I feel like on it so I have no problem ignoring requests I don't like. lol

(Although you can help by giving it a high rating if you haven't already)


Just wanted to say how much I love the game!


Hi! When I try to run the game on a mac, I receive the message "the application "game" can't be opened." Is there something I can do to fix that? 

There are some other people who struggled with the mac version down in this thread. I recommend looking through those discussions to see if they help. Tbh, the mac stuff is hard for me to troubleshoot since I don't have a mac myself to build that version on.

(2 edits)

Yeah  when it gets to the point where you have to grind endlessly just to beat a boss, talking about the mansion boss, the balancing is out of wack, I shouldn't have to use 5-6 items per few turns just to keep my status effects in control, sure you can argue its a free game, but you still charge people to play it with your pateron,   for future updates please for the love of god playtest them from a new user perspective, if you need to have that many items on hand its not fun.  

(1 edit)

in the manshins boss fight win everyone but the kittly charater are trined into dolls how close was i to wining i what to know how mad i shod be

You were really close. A couple strong attacks once that happens will win it.

man that sucks

what fetishes are/will be included?

There's quite a few. You can find more details on my user page.


(wipes forehead) Finally!!! made it to the city...(blip)...Pats self on the back that was a tough fight with spider B.... (awesome job on the game upto this point

Congrats! Yea that boss can be tough depending on how RNG goes with the status effects.


This us a bit of a weird question I know but in Cleos mansion there are trans flags everywhere, plus her colour scheme is also the trans flag colours. Is this hinting she's trans or am I just completely missing the point?


Honestly, Cleo's colors are a coincidence and I didn't really realize it until after I designed her. I just liked the colors on her.

For the flags, I was working on that update around Pride month and wanted to show some support to the LGBT and Ace people in my life because Trans Rights are Human Rights.

All of that being said, if people like to imagine Cleopawtra as trans and it makes them happy to do so, then feel free!


Then I'll head cannon it as so. As someone who is it adds a extra angle to her story since it is about getting a body that she feels is the real her. Are you sure you didn't add the trans subtext on purpose?



I'll try not to write an essay on the subject, but when I was writing her, I knew the subtext had a strong trans vibe to it. I'm not trans so I wasn't setting out to tell a trans story because I think it's important for actual trans creators to tell those stories.

That being said, it's not that her story couldn't be a trans story. If her story helps trans folk a lot and it really resonates with them then that's awesome! I hope her writing doesn't disappoint in the future. It's just that I don't want to define what the trans experience is for people.

I know what's it's like to not feel like the person I want to or aspire to be, but I do not know what it's like to have dysphoria and I am not going to pretend like I do. So from that perspective, her character comes from a sense of empathizing with the struggles of trans people knowing that I will never fully understand what it's like. 

I hope this adds some context.


It does, thanks

I love the game...currently stuck in the (Factory) fighting boss machine..(ANY POINTERS) out there...I am currently lvl 14. I need to know if i am doing something wrong or it's just general a tough boss fight..I've tried everything I can think of to beat it..switched around trinkets etc etc..I've noticed Cherri is great against boss but she gets knocked out quickly...so anybody pass this point would be great..Thank You...

Did you find all of the switches by exploring the factory? Powering down the big machines will weaken the boss significantly.

Thanks for reply and Oh yes...I've went through the entire factory...Even did a triple and double walkthrough before the boss fight to make sure I got everything...Now I am just stuck..I even went and done other things just to have something else to do (the bandits in the hideout quest) Once that is done...I have 100% nothing left anywhere to do but the machine boss fight


This game is fun! I do like the concept of it showing the cards with the drawings, adds lewd excitement to the fights imo. 

SPOILER AHEAD: I am at a loss with the fight with the impostor Cleopawtra. As soon as the drone potion is thrown, I get immediately slaughterd and I have no idea what to do. I was able to beat the fights with the chief in the manor no problem.


That fight is a bit of a difficulty spike but with a team around level 10 you should be able to manage with a little luck. I suggest saving Cleo's TP, buffing Gwen's magic (with the trinket you find in the mansion) and nuking the impawster with magic. When the potion is thrown, use the skill that Cleo learns by finding the secret in the library to rush her down.

will there be more battle cards

Yes, there will always be more battle cards!



Like the game. Would love longer bad endings though and some sex art for them.
Is there anyway to make combat go faster? Turns against 5 enemies takes ages. I dont have that much time, Im in med school


Art for bad ends is a Patreon milestone goal (that kind of art is super expensive >.<)

As for the combat, I recommend changing the battle card settings using the "Pervert's Clairvoyance" key item. There's an option that lets you skip the card by pressing the confirm key.


I'm gonna subscribe to your patreon end of the month once my income is in again. I like your stuff and its good to have more obscure fetish porn that doesnt indirectly promote homophobia, transphobia, racism etc. The biggotry turn offs.

Youre doing gods work


Thank you! <3


I played a few hours so far, and I'm really liking it.  I especially like the bondage and noncon focus.  It's so hard to find good games with bondage I like that is also mature^^

Viewing most recent comments 2 to 41 of 52 · Next page · Last page