A downloadable game for Windows

Game development

BE Witches is actively being worked on! A big update is planned to come out around mid 2022 if everything goes well. I've included some links above the download button if you want to learn more about and follow the game's development!


Explore a fun and colorful world filled with dungeons and secrets in this (almost) mouse only game, fight monstergirls in a unique type of battle that mixes puzzle, RPG and shoot'em up elements, create items and spells through the use of alchemy. 


Taking inspiration from several games of the dungeon crawler genre such as Darkest Dungeon and Etrian Odyssey, exploration in BE Witches takes the form of a room based 2D point & click. Unlike many dungeons crawlers, every room is handcrafted and unique. Find treasures and ressources, enjoy cute dialogue, and discover secrets!


Being a mix of puzzle game, RPG and shoot'em up, the fights in BE Witches are unlike anything ever made! Line up blocks of the same color to obtain mana and cast spells all the while avoiding and destroying shapes, summoned by your opponent. All of this amounts to a high tension kind of battle that requires you to react quickly to an ever changing situation. 


Many items, accessories, spells and more can be created through alchemy, as long as you have the required ressources and recipes. 
If you can clear the puzzle tied to the recipe, your item will be synthesied!


Last but not least, the amplification system allows your characters to become stronger by clearing a set of condition. This is when the magic of BE happens! Each character can amplify up to rank 5.

This version of BE Witches is a beta, everything is subject to change. You can learn more about the game's development and monstergirl poll on my Patreon page:



(Walkthrough here!)

StatusIn development
Rated 4.4 out of 5 stars
(171 total ratings)
GenreAction, Puzzle, Role Playing
Made withGameMaker: Studio
TagsAnime, Cute, Erotic, expansion, Fantasy, growth, moe, monstergirl
Average sessionA few hours


BE Witches 20 08 2020 (installer) 78 MB
BE Witches 20 08 2020 (portable) 78 MB
BE Witches 18 06 2020 Cheat Version.zip 78 MB
Quick tips.txt 658 bytes

Development log

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Viewing most recent comments 10 to 49 of 145 · Next page · Last page
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What's the difference between the installer and portable versions?


The installer version needs to be installed, while the portable version can be played as is. The game itself is the same! ^^


hi NoseBecc, how's the game going, any updates or on- going updates coming up?


Yes! ^^
It took a while, but the next demo is in sight! Still a few months to go though.
I'm going to release a Patreon exclusive demo first, and a public demo some time after (that is, as soon as I can get some additional features implemented, a trailer, some advertisement stuff... This kind of thing).

So yeah, it's getting closer! I do post public devlogs monthly on Patreon (https://www.patreon.com/nosebecc) if you're interested. There will be a new one on the 1st of October ^^


Thanks for telling me about the upcoming update game, but I'm not interested in Patreon. Have a wonderful day.

Crazy to think its almost 3 years since the last one. Excited to see the gameplay changes (obviously been keeping an eye on all the new art/chibis so far!)

Yeeah tell me about it, I can barely believe it's been this long myself.

Thank you! ^^

Oh ok

Yo nosebecc i wanna see monstergirls rank 5 and i gave you 22$

Ah so that's what you meant. You'll have to go to patreon for that, the links are in the tier descriptions! If you can't find them, send me a message on Patreon.

the cheat version won't let me play, it just has an error: 



FATAL ERROR in Vertex Shader compilation

ShaderName: shdr_ItemShine

D3DXCompile failed - result

at gml_Object_obj_Title_Draw_0


You're probably missing a few drivers, this should fix it:


my windows security just blocked the download, and its locked to on somehow

Huh, that's weird considering this is microsoft's site, I've never heard of that happening.
I'm afraid I can't help you anymore than that... It's apparently a classic GameMaker problem. If you look up that error message, you'll find the same solution as the one I gave you. This is all I've got sadly...

And but all numbers 6 7 8 9 10 11 12 ok

For now the max is 5, but there will be a rank 6 in the final game!

Also, please click reply on this post if you have more questions instead of creating a new post. There's also an edit function for your own posts if you need it ^^


Nosebecc i gave you 22$

Oh thank you very much! I appreciate it a lot ^^

Jan 2021 was a bit off then? xD

Only joking, with u on patreon and cant wait to see the progress. Glad theres a light at the end at least!

Yeah seriously, that was an underestimation and a half...

But yeah, I'm getting there! Thank you! ^^

any estimate on steam early access release? I don't check itch as often and like the updates I get there. Would probably get a lot more exposure as well!

For sure, but it's going to be another few months before that. I do post monthly devlogs publicly on my patreon though, and I'll make sure to post these on steam as well once I have something playable there ^^

Updated: 19 days ago… but what is the update?

Aah, that must have been because I changed a few tags. I don't know where you saw that but it must refer to the page itself, not the game...
The next demo is closer than ever, but it's still a few months away.

Hey, quick question, how do I delete my save?

You have to do it manually by going to AppData/Local and deleting the BE_Witches folder.
Sorry about that, there will be an easy way to delete your save file in the next demo!

(1 edit)

Please make it so in the cheat version we are invincible and we have unlimited everything and if you can, please add more stages to the red crystal maybe like 55 more or however much you want, i don't mind ;)

(1 edit)

Sorry, I don't plan to update the cheat version anymore. There will be a sixth rank in the full game once it comes out, however!


Hello, sorry for the inconvenience.

I can't move the mouse in the game. Do you know how I can solve that?

I've been wanting to play it for years, and now that I can, I can't move my mouse on the screen.

I'll appreciate your answer

No problem!
That's strange though... Does the game start in fullscreen or in windowed mode? And are you playing with an actual mouse, or with a laptop's trackpad? Also, are you using an older version of the game that you downloaded a while back maybe?

I'm using the latest version of the game, I ran it on both screens and it was on my laptop

I see. I'm not too sure if the game starts in fullscreen based on your answer, but if not, try going to AppData\Local\BE_Witches, and open the settings.ini file.
Then, change fullscreen="0.000000" to fullscreen="1.000000", save, and launch the game again.
This will make the game start in fullscreen, and the cursor should work then.

This is an old bug that will be fixed in the next version, but for this version you'll have to play in fullscreen only... Sorry about that.

(1 edit)

Will there ever be a apk or Html version?

Probably not, I don't have any plans for that currently.

So if you lose the fight the npc drains all your exp to level up? 

Your exp is reset to 0 for your current level, but your level doesn't change. That's all!

Just wanted to say that i found the gameplay novel, fun, and refreshing, Was interested in the Risque elements but am definitly staying tuned for the gameplay and amazing soundtrack.
Art style is cute and jumping right into gameplay was relatively quick and sweet.

Though if i had one bit of constructive critisim is the Menus, while stylish, are not very intuitive at times. Took me a minute to figure out how to start the game.

Love the work and look forward to any updates

Thank you very much!

I've made various minor improvements to the menus since, including the addition of a "?" button that explains your options in each menu screen. This should hopefully help!

As for the very first screen before the title screen, fair enough, I'll work on that to make it easier to understand in the next demo ^^

Is there any more recent versions of the beta? the last one here is from 2020 but I don't know if there's more on patreon or something

This is it for now, I've been working on the next one since then! It should be ready in another few months.

i have a question :

how to have a power orbs?

and how to find the emblem ?

For now I simply recommend you explore the ocean, and you'll eventually find these.
Some power orbs are pretty well hidden though, so feel free to use the walkthrough if you can't figure out where they are!

ok thanks , and do you know  for the emblem ?

In the ocean as well! It's hard to miss.

AH , i dont see him , i dont know where in the ocean , i'm probably dumb 

It's in a chest right after defeating Nightmare, you might have picked it up without realizing ^^

i can't play the game



FATAL ERROR in Vertex Shader compilation

ShaderName: shdr_ItemShine

D3DXCompile failed - result

at gml_Object_obj_Title_Draw_0


You're probably missing a few drivers, this should fix it:


How do I save

From the place with the big red crystal, just go up, up and left, and click on the clock!

(1 edit)


The song for the fight is freaking awsome! Who's responsible for that?

It is! ^^

kulor is the one who composed it. Here is his soundcloud :


Hi I've been having a problem with restarting the demo because I'm trying to 100% it. Would there be anything that I can do to restart?

You have to do it manually by going to AppData/Local and deleting the BE_Witches folder.
Sorry about that, there will be an easy way to delete your save file in the next demo!

May I have permission to use Sablee Ocean's music for a minor gamejam I'm participating in?

Oh sure! As long as you cite BE Witches in the credits, that sounds good to me! Ideally I'd like you to link the itch.io page as well, but I understand if you can't.

However I also need to ask kulor, who composed the song, to see what he thinks of it. I'll get back to you once I know ^^

(1 edit)

All good! kulor is fine with it as well as long as he's credited as the composer. Here is his site, if you can link it too: http://kulor.arnoldascher.com/

In any case, good luck! Feel free to post your game here once it's ready to be shown ^^

(2 edits)

Oh, thank you! I'd avoid mentioning BE Witches (due to the game being pretty risque), but I will credit Kulor, if that's fine with you.

Edit: I’ve reconsidered. Maybe I’ll credit BE Witches and just be really ignorant about what I know about it.

Ah thanks, I'd rather "BE Witches" appears is in the credits yeah, even if there's no link.

I'm sure a bunch of people heard the BE Witches songs through kulor's soundcloud without ever checking out the game itself!

gravitron orb breaks after you use it to reneable gravity, making it unable to freeze oyons for the duration of the battle.  red/blu pyramids also fail to destroy any oyons that are mid link, making it very difficult to obtain a perfect clear if you have a red/blu oyon linked mid activation.  another bug is that mashing the right arrow after opening the game from the save clock will permenantly make Rose and Yuu invisible.   also, will there be a mechanic for swapping characters during combat?

Thank you!

The pyramid thing is on purpose, but these other two bugs will be fixed in the next version.

I've been thinking about some kind of mechanic that would let you swap characters mid combat yes. I'm still figuring it out so it's not implemented yet, but there's a chance that it will be a thing in the next version!

will there be a gallery mode or something where you could see all the character portraits and stuff?

Yes! That will be a thing in the full game ^^

How do i join the discord server?

You need to be a patron to join the server. If you already are, you should be able to join by going to the "my membership" section.

I'd rather talk about Patreon related stuff on Patreon though, so feel free to send me a DM there if you need more help ^^

im loking for two materials rare scale and and the soft armband anyone know how to get em

The soft armband can be dropped by fairies, and the rare scale can be found on green fish but I don't remember exactly where to find them, so you'll have to check the walkthrough for that!

so I'm trying to reset the game but whenever i delete it and reinstall it, it boots me back to where i was. do you have any ideas on what to do


There will be an easy way to delete your save file in the next demo, but for now you'll have to do it manually by going to AppData/Local and deleting the BE_Witches folder.

This game legit has one of the best soundtracks. The battle theme rocks hard. It's a shame this game is very ecchi and I can't really look it up without worrying about staining my search history. Maybe if we could download the music?

Good game, good soundtrack. Keep it up

Thank you!

The soundtrack was composed by kulor, you can find it here:

can anyone help me get the cyan puzzle to get the power orb behind the secret door i cant make sense of the walkthroughs description

I'm not sure I can describe it a whole lot better than the walkthrough, but I can try. Here is what the walkthrough says:

Drag the cyan/arch pellet to the blue/dotted shard.
Drag the red/circle pellet to the floating cyan/arch shard.
Drag the newly formed cyan/arch pellet to the green/claw shard.
Drag the newly formed green/claw pellet to the yellow/z shard.
Lastly, drag the blue/dotted pellet to the green/claw shard to turn it cyan/arched. A secret door will open to D4.

Just to be clear, cyan = light blue. The way colors are described here is color/symbol (e.g. cyan/arch), but if that's too confusing, ignore the symbol part. Also, it should be noted that you need to first clear the yellow variant of this puzzle to be able to clear the cyan one. It should be a lot clearer when in game as well.

If you tell me which part of this you don't get, I can try to explain it further!

the only thing im having trouble with is the fact i couldnt see the cyan pellet

That's weird... This is where the pellet is supposed to be. Does it not appear for you?

the boulder isnt lifted yet thats why

Ah I see, lifting that boulder is what solving this puzzle with yellow shards does ^^

i did the yellow part puzzle

Just wanted to say that I'm definitely looking forward to upcoming updates! Played the game about a year ago (and as far as I'm aware there hasn't been updates since then), but if there really is a massive update coming then I'm super looking forward to it! Keep up the great work and, even if there's not much to say, I hope you'll continue to update the blog. Just a bit worried when I hop in here to see what's up and I see there hasn't been an update about the game itself (except for the Steam thing) since over 15 months ago. But seeing that there's still activity in the comments and on other platforms makes me very happy. Again, love the stuff and I'm looking forward to the continued progression of this game!

Thank you very much!

I'm not sure if the blog you're referring to is my Patreon, so I'll say this just in case: I've actually been posting devlogs monthly all this time! I basically use my Patreon as a devblog (https://www.patreon.com/nosebecc).
I've been working hard on the game but there is a pretty hefty amount of work needed to get it where I want, which is why it's taking a while. The plan for now is for a huge update to come out in 2022, followed by the actual full game a few years after that, whenever it's done.

So yeah no reason to be worried! I'll keep working on the game until it's done, one step at a time ^^

This is a NSFW or SFW?

Somewhere in between, kind of like Senran Kagura. There are big boobs, but no sex or nudity.

Good also what short of BE?

I'm not too sure if that's what you're asking but the BE is very noticeable, you can check it out easily be downloading the cheat version and going to the large red crystal ^^

Do you mean Breast Expansion?

Oh lol yeah of course! That's what I mean ^^

The visual design of this game is really top notch. Everything about the visuals all manage to stand out while perfectly fitting together like puzzle pieces. I seriously love the colors and how things move, I'm really excited to see what the next demo has. Keep up the great work!

Thank you very much!

I'll do my best ^^

Heya bud, figured I'd pop in & give you some info & insight. I had a killer time with this game the first time I played it, & hearing that there'll be a massive update soon is exciting, but there's a major problem with all this (for me, at least), which is that it doesn't run on Mac. As much as I'd hate to stack more work on your plate, that feeling is outweighed by my desire to play your game more. If it's simply impossible, that's fine, but I figured I'd let you know so you could follow up on it, one way or another.

Thank you!

It's not impossible, but after looking into it some time ago I did figure out that it was an enormous pain, to be honest... I will give it a fair shot after the next demo comes out, but I'm afraid I can't promise anything when it comes to Mac.

So yeah, "I'll see what I can do" is the best I have for now, sorry...

Thanks, man. It means a lot to know you have & will continue to work on this. I'm not sure how useful this is, but the main hangup on why I can't run it on Mac, even with an emulator, is the use of DirectX, which simply can't even unpack itself properly. You probably know this already, but to the best of my knowledge, Unity is a pretty simple solution, although switching engines can't really be called simple. Another thing you could try is to take the DirectX Library, fully parse it, & have it be a separate library within the file, but that would take a pretty decent amount of both time & RAM to do on your end.

Oh GameMaker should be able to handle it! At this point switching to another engine is not happening anyway, that would require an enormous amount of time with more cons than pros for me.

It's a bit worrying that even an emulator can't run it, but it's good to know the cause at least! It looks like I have my work cut out for me. Thank you, I'll make sure to look into that as well! ^^

how do i get power orbs to ascend? through leveling up or bosses?


One of them is found at the very end of the ocean dungeon, and the rest is hidden all over the place ^^

If you don't feel like looking for them, there is a walkthrough available here : https://www.patreon.com/posts/walkthrough-by-33962675

I have a maybe stupid question but can you play with other characters?

It's not stupid at all ^^
You can only play as either Vuu or Rose in this demo (you can choose your character in the VS screen), but there will be many more in the next version.


Thanks for the reply. i hope it doesnt take too long. ^^

i like the game but the one thing that i hate is the puzzles i really don't like the puzzles and i have to look it up to get help. I don't have a mouse so i can't do move the heart, also what about color blindness like blue is green and green is blue Etc can u have a option for blindness, other that don't have mouse and help for puzzles or anything please


There is a color guide in Vuu's house (where you begin the game) that will help with the puzzles and how they work. You will be able to access that guide from anywhere in the next demo.

If you don't have a mouse, you can still use WASD to rotate the heart (or anything you grab in the overworld) and F to right click.

As for colorblindness, that's what the symbols are for. These were added after a few colorblind people asked me for it, and I haven't had any complaints about it since then ^^


thanks for answering questions, now i know how to move the heart and how to deal with the evil puzzles, have a great day

The art style and amount of polish that clearly went into this game is insane. I instantly fell in love with it. And then I find out that it's got a unique puzzle mechanic with the chains, that I kind of have a hard time wrapping my head around (that's a good thing!). There's so much going on here I feel like I've barely scratched the surface. And the first dangerous area is you just walk into the ocean, like what?! This is insanity. It's so fucking stylish and cool. The game is quirky, bizarre and wonderful. 

I have to be honest with you, I wish I didn't feel weird about sharing it with friends, but the pervy BE fetish stuff makes me not want to share it with people I know... >_>

Hah thank you very much! ^^

I can't blame you, I myself don't bring it up very much IRL for that very reason. I did implement a setting that forces the lowest breast size on every character when turned on in the next demo I'm working on, but even then it's still about anime girls in skimpy clothing in the end.

But still, I'm glad you like it!

someone helps me with the puzzles I can not solve several an example the two that are in the first zone

This walkthrough has all the answers you might need:


I jump that the installer that I calculate is necessary to play is dangerous and can damage the computer also download the laptop first and I jump an error

The installer is the basic Game Maker compiled one and has always worked perfectly fine so far, as it has for many other games. If it somehow didn't for you, I would need more information to do something about it. You might want to alert the Game Maker team as well.
There is also a portable version that doesn't require installation however!

if you meant that the game crashes past the first screen, that's in all likeliness because you are missing drivers:

Mi culpa no avia descargado el instalador y luego hacer toda la 'prosa que sigue y luego hacer el juego el mismo gracias por responder

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