If you want to survive in The Outer Worlds 2, you need to understand the Faction power struggle on Arcadia. Three Factions dominate this new system: The Protectorate, The Order of the Ascendant, and Auntie’s Choice.

The Outer Worlds 2 Faction Basics
Three factions dominate this new colony world: The Protectorate, The Order of the Ascendant, and Auntie’s Choice. In addition, there are smaller sub-factions that influence the story, such as the Earth Directorate and the Rift Cult. Each group has its own values, goals, and even unique companions who can join your crew.
This guide covers every major faction and sub-faction in The Outer Worlds 2, how they fit into the story, and which companions are tied to them.
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The Protectorate

The Protectorate is the authoritarian government that rules Arcadia. Founded by the creator of the skip drives (the faster-than-light engines that made colonization possible), they are wealthy and firmly in control. Their society is built on trading personal freedom for comfort and security.
Protectorate Faction Story
The rifts caused by unstable skip drives threaten their dominance. The Protectorate wants these rifts closed so they can protect their technological legacy, restore interstellar trade, and maintain control over Arcadia.
Protectorate settlements are highly militarized, with guards, strict order, and propaganda displays that emphasize loyalty and obedience. Expect a military government aesthetic with a clear chain of command.
Protectorate Companions In The Outer Worlds 2

Tristan is the only companion associated with the Protectorate faction in The Outer Worlds 2. Tristan is a heavily armored Protectorate arbiter who acts as judge, jury, and executioner. Tristan specializes in heavy armor and 2-Handed Melee weapons and functions well as a tank for your squad. As a companion, you can influence how he sees justice, either supporting his strict law enforcement or teaching him a different path.
The Order of the Ascendant

The Order of the Ascendant split away from the Protectorate to pursue a more idealistic mission. They are a science-based religious faction who believe in solving the universal equation, a predictive formula that could shape the future for all humankind. The Order Of The Ascendant’s motivations are in direct opposition to the Protectorate faction who wish to control the Rifts for their own self-interest.
The Order Of The Ascendant Faction Story
The Order wants to close the rifts because they interfere with their calculations. Unlike the Protectorate, their goal is not power but enlightenment and the pursuit of knowledge for everyone. Expect ritualistic, scholarly, and somewhat austere environments when encountering this faction. Their presence mixes religious devotion with scientific focus, creating a unique look that is very different from corporate or military styles.
Order Of The Ascendant Companions In The Outer Worlds 2

Marisol is the only Order Of The Ascendant Companion in The Outer Worlds 2. She is an aging but dangerous assassin who is also a brilliant mathematician. She represents the Order’s dedication to precision and purpose. Marisol appears to specialize in ranged weapons, particularly Pistols. While she favors pistols, she is also proficient with long range weapons, making her versatile in ranged combat.
Auntie’s Choice

Auntie’s Choice is a corporate powerhouse formed by merging Auntie Cleo and Spacer’s Choice from the first game. Their entry into Arcadia is a corporate invasion, aggressively taking over the colony’s resources under the banner of “liberating humanity,” but their true motivation is profit.
Auntie’s Choice Faction Story
Auntie’s Choice doesn’t want to destroy the rifts that are plaguing citizens in The Outer Worlds 2. Instead, they want to control them. By learning how to open and close rifts at will, Auntie’s Choice plans to dominate all inter-colony trade routes furthering their capitalist goals.
Where Auntie’s Choice takes over, they repaint and rebrand entire town. Expect bright colors, logos, holograms of Auntie and the Moon Man, and constant corporate propaganda in occupied areas.
Auntie’s Choice Companions In The Outer Worlds 2
Inez is the only companion option tied to the Auntie’s Choice faction. Inez is a combat medic who survived a failed Auntie’s Cleo’s experiment that grafted animal parts onto soldiers. She wants your help to fix the damage and decide where her loyalties lie. Inez seems to specialize in medium range weapons, such as the Assault Rifle.

Sub-Factions in The Outer Worlds 2
Beyond the three dominant powers, sub-factions also play a key role in Arcadia’s political landscape. These smaller groups can dramatically affect your play through as well.
The Earth Directorate

The Earth Directorate is not a ruling power on Arcadia, but it’s the organization your character works for. Think of them as interstellar marshals, part law enforcement, part problem-solver.
The Earth Directorate sends you to Arcadia to investigate the rifts, figure out what’s causing them, and decide what to do about it. While officially neutral, your actions can influence which faction benefits from your mission.
Companions Linked to the Earth Directorate
- Niles – Another Earth Directorate agent who is questioning his own loyalty. Through your influence, he can become a better agent or turn his back on the Directorate entirely.
- VALERIE – Niles’ small automech drone companion who assists him on missions.
Rift Cult

The Rift Cult faction is a violent offshoot of the Order of the Ascendant that worships the rifts themselves. This group sees chaos and destruction as a form of devotion. Not much is known about this mysterious faction.
Companion Linked to the Rift Cult
- Aza – A Rift Cultist who thrives on violence. You can either help her change and abandon her destructive ways or encourage her chaos.
The Role of Companions in Faction Dynamics
Companions in The Outer Worlds 2 are more reactive than ever. Each companion has personal quests and ties to one of these factions or sub-factions. Your choices influence their loyalty, relationships, and even the ending of the game. Companion traits and flaws dynamically evolve based on your actions and decisions throughout the game, making each playthrough unique.
Companion alignments at a glance:
- Protectorate: Tristan
- Earth Directorate (sub-faction): Niles, Val
- Order of the Ascendant: Marisol
- Rift Cult (sub-faction): Aza
- Auntie’s Choice: Inez
Factions and the Arcadia Radio Stations
Each faction runs its own radio station with a full soundtrack of unique music. These stations react dynamically to your choices. Help the Protectorate fix a disaster, and their station will broadcast your heroism. Sabotage Auntie’s Choice, and their station might vilify you.

New Colony Setting and Story in The Outer Worlds 2
Arcadia, the new colony at the heart of The Outer Worlds 2, is a lawless new frontier teeming with opportunity, danger, and endless resources waiting to be claimed. As an Earth Directorate agent, you’re dispatched to this volatile world to investigate mysterious rifts that threaten to sever vital trade routes and upend the colony’s future. Arcadia is a battleground for three power-hungry factions as we’ve seen, each with fundamentally opposing visions for humanity’s destiny. The Protectorate enforces a military regime promising security and luxury, Auntie’s Choice seeks to profit from every corner of the colony, and the Order of the Ascendant, a group of rogue scientists, is obsessed with solving the universal equation to perfect humanity.
The world of Arcadia is vast and diverse, with different factions and sub-factions constantly vying for control. As an Earth Directorate recruit, your actions and alliances will tip the scales in this ongoing factional war. Whether you become a folk hero or a public enemy number one depends on the choices you make, the companions you trust, and the alliances you forge. Your squad, featuring unique personalities like Niles, Val, Marisol, Aza, Inez, and Tristan, brings a range of offensive abilities, from science weapons and ranged weapons to the infamous shrink ray that lets you literally crush enemies underfoot.
The Outer Worlds 2’s dynamic world reacts to your every move. Radio stations shift tone based on your reputation, broadcasting faction propaganda or celebrating your victories. Your standing with different factions and sub-factions will unlock or lock out questlines, alter the tone of entire towns, and even change the way the colony’s future unfolds. With an Xbox Game Pass membership, you’ll have access to the game, its DLC pass (including two future expansions), and the Corporate Appreciation Premium Pack: featuring the dazzling Golden Moon Man armor and a loyal Golden Sprat pet to accompany you on your journey.
Whether you’re wielding new weapons, exploring the glowing crater domes, or navigating the branching chaos of warring factions, The Outer Worlds 2 promises a better tomorrow – shaped entirely by your choices. Will you restore order, unleash chaos, or carve out your own path in this new colony? The fate of Arcadia is in your hands.
FAQs: The Outer Worlds 2 Factions
What are the main factions in The Outer Worlds 2?
The three major factions of The Outer Worlds 2 are: The Protectorate, The Order Of The Ascendant, and Auntie’s Choice. These factions are locked in conflict over how to deal with the rifts that are breaking inter-colony trade.
Can dialogue choices affect companion quests and endings?
Absolutely. Each companion has a personal story arc tied to a faction or sub‑faction. Your behavior toward them and decisions around their factions can influence their loyalty, open or close questlines, and even impact the narrative outcome. Some choices may result in permanent consequences broadcast on the faction radio stations.
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