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"You have stolen our spell stone, intruder, and defiled this shrine, bringing darkness into a place of light! Suffering be upon you!"
— Queen Fay when she met for the first time the Fourth Overlord.

Fay, commonly known as Queen Fay, later known as Dark Fay or Ghost Fay depending on the player's alignment based choice, is a uniquely powerful and beautiful fairy revered as the mortal embodiment of the Mother Goddess and queen of the Elven Resistance. Fay is one of the most powerful wizards in all of the world, magically attuned with nature and all the Light Magic creatures in existence. This fairy maiden becomes the third of the Fourth Overlord's mistresses in Overlord II.


Overlord II[]

When you first encounter Fay in Overlord II, she is the Queen of the elves and despises everything that the Overlord stands for. As the war with the Glorious Empire rages on, and the Sanctuaries throught the World start to fall, she relents and offers up a temporary alliance between the Elves and the Netherworld, giving the Overlord assistance in finding and charging the Tower Heart needed to invade the Empire's capital.

When her first method of charging the relic proves insufficient, however, Fay makes a bold choice to offer to let the Overlord drain her of her magic to complete the charging process. The draining process once partially complete fully charges the Tower Heart and as a side effect, twists her mind and turns her into Dark Fay, causing her appearance to become malignant and her personality to invert and shift towards being completely immersed in the ways of evil and even looking down upon the elves she formerly ruled while being completely loyal to her new master.

The Overlord also has the option of completely draining her, causing Fay to cry out in betrayal before the process obliterates her physical body and leaves behind only her spirit form (referred to as Ghost Fay), in which she is still loyal to the Overlord but acts more forlorn and despondent towards the Overlord's enemies.

If she is chosen as First Mistress during the invasion of Empire City, she provides the Reds with Salamander mounts to ride into battle.

Netherworld Tower Upgrades[]

Tower Upgrade Gold
Fay Banners 100
Fay Candles 250
Fay Rugs & Curtains 250
Fay Bed 500
Fay Dragon Alcoves 500
Fay Salamander Rider Statues 500
Fay Throne 1000

Personality and Traits[]

Concept Artwork of Queen Fay.

Queen Fay is the center of an extensive cult of personality and is identified by the members of the Elven Resistance as the mortal embodiment of the Mother Goddess. Indeed, she is a fairy out of the ordinary, characterized by a much more humanoid appearance than the other fairies and able to concentrate within herself an absurdly large amount of magical energy, yet her warrior prowess and leadership skills tend to be depicted by her followers in an extremely exaggerated and unrealistic way.

She is a benevolent and selfless ruler, completely dedicated to her mission to save the magical creatures of the world and to repel the enemies of the Elven race in every possible way, even if it means sacrificing her own life; nevertheless her noble title and her extraordinary magical abilities don't make her immune from making serious errors of judgment and naive political maneuvers.

As a servant of light and nature, Queen Fay is opposed to corruption in all its forms. Thus she remains above the petty intrigues of politics — even of her own court. Her lack of experience in the political arena has made her unable to judge effectively the character of both her allies and her enemies and to actually find out which is which; because of this shortcoming, she has never been able to see Florian's betrayal or the Fourth Overlord's intention not to keep their truce. During her rule as queen of the Elven Resistance, it was difficult for her to exercise absolute authority over her kingdom and subjects and not infrequently her subordinates felt entitled to take personal initiatives that went against her orders in case they believed that her judgment was compromised.

The ideological conflict between Queen Fay and Emperor Solarius.

Her presence is anathema to tainted creatures of all kinds. She can drive an imperial legionary to madness with just one look, and rob a bloodthirsty minion of the will to fight with but a gesture. All the benevolent gifts of light are hers to wield; no wound is beyond her skill to mend, and there is no creature of the darkness that she cannot banish. Alas, Fay’s powers recede as the genocidal armies of the Empire and the dark tide of Evil grow stronger and the world cries out in torment. When the powers of darkness and destruction are at their peak, even her mortal form grows weak and her adamantine mind is assailed by doubts and fears.

As a being of Light Magic, Fay is opposed to the Fourth Overlord, as he is a being of Dark Magic, and Solarius for his efforts in destroying magic, though ultimately she thinks that the latter is a much greater threat.

Fay is a powerful fairy with many magical powers, like she can teleport herself wherever she wants, she can destroy a Sanctuarie and teleport a troll.


Unfortunately, the queen is not destined to remain good and pure forever. In fact, following the fall of the last sanctuary, the queen undergoes a drastic transformation, with two possible outcomes. The version that she becomes will become is directly influenced by the decision of the Fourth Overlord to either corrupt Queen Fay at the climax of the events in the Wasteland Sanctuary Depths by partly draining her Light Magic, resulting in her becoming the loyal Mistress known as Dark Fay, or use the Evil Presence Spell to competely drain her Light Magic destroying her body, resulting in her becoming a disembodied spirit forever tethered to the Overlord known as Ghost Fay.

Dark Fay is the dark and twisted reflection of her original self. Upon her Light Magic being overpowered by the Overlord's Dark Magic, she lost her previous beliefs in good, instead becoming obsessed with the destruction of both her former Sanctuaries and servants (saying that the elves are idiots) and the Glorious Empire. As Gnarl mentions, Dark Fay is a traditionalist in the sense of evil, especially in the wardrobe department.

Ghost Fay is the disembodied spirit of Queen Fay, caused by the Overlord's over-draining her body to the point of it being obliterated. She's now an ethereal entity who haunts the Dark Tower and has developed a romantic obsession toward the same person who murdered her, the Fourth Overlord.


  • "Not even the spirit world could help Juno, although I'd be willing to send her there, just to try!" — Ghost Fay about Juno in the Mistress Room.
  • "The Empire must be cleansed! Cleansed by your dark fires!" — Ghost Fay
  • "You have given me so much. I'm sure I will find a way to do the same for you." — Ghost Fay
  • "It is rumored that nobody has ever seen Solarius's face, that it is hideously deformed beneath that mask. I pray for his soul." — Ghost Fay
  • "I wonder what causes Solarius to persecute magic users with such hostilities." — Ghost Fay
  • "You have gladdened my unbeating heart with your gifts Dark One." — Ghost Fay
  • "If you do destroy the Empire, then my sacrifice will not have been in vain." — Ghost Fay
  • "Juno thinks she is a Queen but she is merely a slave to her own vanity." — Ghost Fay
  • "It is uplifting that we could all join and get on with one another." — Ghost Fay
  • "I am grateful for the manner in which you honor me." — Ghost Fay
  • "I may not have a solid form but I can be as much of a mistress as those other creatures." — Ghost Fay
  • "This place is very different from the sanctuaries." — Ghost Fay
  • "I feel so refreshed Dark One. I never felt this alive even when I was." — Ghost Fay
  • "You have shown me kindness. In time there are things I will show you." — Ghost Fay
  • "I was once a magical being Dark One. You didn't think I'd just disappear, did you?" — Ghost Fay
  • "Seldom does one get to experience such a union in life Dark One, let alone in death." — Ghost Fay
  • "I am happy that the spirit world has allowed me to watch over you." — Ghost Fay
  • "The spirits do not understand Kelda. What is she for exactly?" — Ghost Fay
  • "You have created quite a realm here. A dark sanctuary. It is not unpleasing to me." — Ghost Fay
  • "That Empire creature needs more help than I can give her." — Ghost Fay
  • "Does Juno serve any purpose Dark One or is she merely taking up oxygen?" — Ghost Fay
  • "Why do you keep Kelda here? You do not wish to break with the past Dark One?" — Ghost Fay
  • "The other ladies, they seem strangely hostile. Poor little mammals." — Ghost Fay
  • "Is Kelda a comfort to you Dark One? I too could be such a comfort." — Ghost Fay
  • "She cannot do for you what I can." — Ghost Fay
  • "I will pray that you realize the error of your ways!" — Ghost Fay
  • "I will outlast her mortal form!" — Ghost Fay
  • "Let our worlds join together Dark One!" — Ghost Fay jealous
  • "The spirit world is displeased with your choice!"
  • "Why this betrayal Dark One?" — Ghost Fay
  • "This... this human is not fit for you!" — Ghost Fay
  • "I can take you to a higher level Dark One! Can she?" — Ghost Fay jealous
  • "Our souls will entwine!" — Ghost Fay becomes First Mistress
  • "The Spirits are pleased!" — Ghost Fay becomes First Mistress
  • "I wish to have pretty things, please Dark One. Even if I cannot touch, I still wish to look upon them!" — Ghost Fay
  • "Why must the others have all the pretty things?" — Ghost Fay
  • "Do you not think fondly of me Dark One?" — Ghost Fay
  • "You have given the others so much but why not me Dark One? I would be just as grateful."
  • "Hmmm... You're evil. I'm evil. What's there to talk about? Get in here!" — Dark Fay in the romance scene.
  • "You have shown generosity towards me Dark One. It is only right that I show the same to you. Prepare yourself for a very, mmmmm, spiritual experience." - Ghost Fay in the romance scene.

Quotes about Fay[]

  • "Hmm, that Fay's a nice looking wench... Too bad she's a fairy."Gnarl
  • "That dark fay thinks she's so tough, but I know her type! All talk and no action!"Kelda
  • "What is that Fay creature? She has no style. Anyone can look good in black!"Juno