The Gray Man

Just the grayest man
Shadowy Figure

The Gray Man, Grey-Coat, Mysterious Gentleman or Spy is an entity that will appear at seemingly random times throughout certain areas of the dream-scape, and will slowly approach the player. Upon getting close, he will disappear in a bright flash, similar to a camera flash. The Gray Man is notorious for his startling sudden appearances. He may appear more than once in an area consecutively, even rapidly for that matter. He is viewed as the main antagonist of the game and seems to appear most often in Happy Town.


The Gray Man is described as wearing a dark gray bucket hat and trench coat of the same color. His hands are always inside his pockets and his elbows stick out slightly. His face is entirely blank, as his model lacks any texturing. He appears to "glide" instead of walk, as his feet never move. His posture is rather kyphotic, which is generally seen as a negative trait. Due to this it is almost perceived as though he was looking at the player in an angry manner or with intent to intimidate (despite his lack of a face). This could further imply him being an antagonistic character.


It's possible to lose the flashback option after an encounter with him. If encountered during a flashback, it will end shortly after. The Gray Man seems to erase the memory of past dreams, slowing down progress on things such as textures.



He seems to be the main antagonistic figure, as he is the only in-game entity capable of hindering your progress. He may symbolize a ''dream policeman", whose job is to make sure you stop dreaming, but because you can't wake up he is forced out of your dream, leaving you asleep to dream forever.


The chances of seeing the Gray Man increase throughout the game relative to how dynamic the player's actions and movements are. He can appear in seven locations:

  • Happy Town (highest chance of spawning)
  • Violence District (2nd highest)
  • Kyoto (3rd highest)
  • Temple Dojo (fifty-fifty chance of him spawning here)
  • Clockwork Machines (3rd lowest)
  • Moonlight Tower (2nd lowest)
  • Monument Park (lowest chance of spawning)

Theories Behind His ExistenceEdit

The Gray Man could be a result of hypnagogia, a state of sleep where the mind can sometimes imagine a threatening entity or presence. A sense of dread comes with this experience, causing one to only remember the fear. As a result, in game, the player loses the ability to use flashback mode.

Other TheoriesEdit

The Gray Man may exist for one of several reasons.

  • In the "Alien Theory," he represents an alien probing the conscious mind in a dream, hence the 'mind-erase' effect.
  • In the "Sexual-Texture Theory," he represents a rapist and/or murderer.
  • The mind may be trying to mentally block the Gray Man to prevent repressed memories from being re-awakened.
  • He may be a recurring unpleasant figure that the mind is trying to forget.
  • He may be a reference to the common drug diphenhydramine, which is found in Benadryl. This recreational drug has been known to create instances of a "Hat Man" or "Shadow Person," which could be similar in appearance to The Gray Man. Diphenhydramine can also cause temporary memory loss of most of the drug's effects.

Evading The Gray ManEdit

To avoid an encounter with the Gray Man, run away while keeping him within your field of vision. The game places him in the vision of the player, so running backwards is the best method for escaping. Get out of his way and he will walk into the wall and disappear. It is believed that the Gray Man can also be avoided by looking up, at which point one can walk around him without consequence. It is not clear if this is intentional, or a result of glitching in the game.



  • A band called The Aquabats made a song about The Gray Man
  • He ruins your dream journal.