Every Faction in The Outer Worlds 2 Explained (And How to Join Them)

The galaxy of The Outer Worlds 2 isn’t just planets and corporations—it’s a complex web of competing factions, each with their own ideology, goals, and vision for humanity’s future. Some want to squeeze every last credit out of you, others want to mathematically calculate your destiny, and a few just want to sell you contraband from a crashed spaceship.

Understanding these factions is crucial because your reputation with them unlocks tangible benefits: vendor discounts, unique dialogue options, exclusive quests, and different story outcomes. Some factions you can actively join and build reputation with, while others serve as major story players you’ll encounter repeatedly but can’t officially align with.

Here’s everything you need to know about the six major factions in The Outer Worlds 2: who they are, what they stand for, and most importantly, how to actually join the ones that accept members. Whether you’re planning a corporate climber playthrough or want to stick it to the man with the black market, this guide has you covered.

Before diving into faction politics, check out our beginner’s guide and what to do first guide to understand the broader game systems.

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How Faction Reputation Actually Works

Let’s start with the mechanics before we get into the individual factions.

The Reputation System Explained

Not all factions are created equal when it comes to reputation:

Reputation-Based Factions (You Can Join These):

• Auntie’s Choice
• Order of the Ascendant
• Sub Rosa

Story-Only Factions (No Joinable Reputation System):

• The Protectorate
• Earth Directorate
• Rift Cult

For the three reputation-based factions, your standing ranges from hostile to exalted, and your current reputation level determines how faction members treat you.

Benefits of High Faction Reputation

What you get for being liked: ✅ Vendor discounts (cheaper purchases, better sell prices) ✅ Unique dialogue options (talk your way through conflicts) ✅ Exclusive quests (faction-specific storylines) ✅ Safe passage through faction-controlled areas ✅ Access to restricted areas and special vendors ✅ Story consequences (different endings based on your alliances)

What happens if you’re hated: ❌ Faction members become hostile on sight ❌ Locked out of faction quests and benefits ❌ NPCs refuse to trade with you ❌ Certain story paths become unavailable

Reputation Is Tracked Separately

Here’s something crucial: you can simultaneously be exalted with one faction and hostile with another. The game doesn’t force you to pick one faction for the entire playthrough—you can play multiple sides against each other, though there are consequences.

This is where the Negotiator perk becomes incredibly powerful—it gives you +75% reputation gain with ALL factions, making it easier to stay on everyone’s good side (or quickly recover from mistakes).

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Auntie’s Choice: Capitalism Unchained

“Space – No Longer The One Place That Hasn’t Been Corrupted by Capitalism”

Auntie’s Choice is what happens when you let mega-corporations run society with zero restraints. Born from Auntie Cleo’s hostile takeover of Spacer’s Choice (both from the original Outer Worlds), this corporate behemoth represents ultracapitalism at its most grotesque and comedic.

What Auntie’s Choice Stands For

Core ideology: Ruthless individualism, corporate ladder climbing, profit über alles

Life in Auntie’s Choice: Everyone—from waste management engineers to corporate executives—is locked in constant competition to climb the corporate hierarchy. It’s a society built on stepping on others to get ahead, wrapped in a veneer of “freedom” and “opportunity.”

The reality: You’re surrounded by:

• Constant advertising (unavoidable, overwhelming)
• Smooth-talking businessmen (all trying to scam you)
• Abusive pay schemes (legal exploitation)
• Corporate doublespeak (calling poverty “efficient resource allocation”)

Who should join: Players who want to embrace a Gordon Gekko “greed is good” mentality, enjoy corporate satire, or want to climb to the top of a dystopian capitalist system. Also great for morally flexible characters who prioritize personal gain.

Moral alignment: Lawful Evil to Neutral Evil (they follow rules, but only the ones that benefit them)

How to Join Auntie’s Choice

Step 1: Reach Fairfield After your relatively successful (read: chaotic) invasion of Paradise, Auntie’s Choice established the city of Fairfield on the southern island. This is the first major city you’ll encounter if you head north from your landing pad.

Step 2: Find the Main Corporate Building Look for the gigantic holographic Auntie Cleo advertisement (you can’t miss it—it’s designed to be visible from orbit). The main corporate building sits beneath this monument to consumerism.

Step 3: Choose a Side (Kaur vs. Milverstreet) Inside, you’ll meet two competing corporate climbers: Kaur and Milverstreet. They’re locked in a power struggle, and helping either one grants you Auntie’s Choice reputation.

Your choice here matters:

• Help Kaur: [Different outcome and rewards]
• Help Milverstreet: [Different outcome and rewards]

Both paths lead to Auntie’s Choice reputation, but the consequences ripple through later quests. Choose based on who you find less insufferable (or more useful).

Step 4: Complete Auntie’s Choice Missions Any quest tagged as an Auntie’s Choice mission grants reputation with the faction. Keep helping them out to climb the reputation ladder from Neutral → Friendly → Respected → Exalted.

Auntie’s Choice: Pros and Cons

Advantages: ✅ Early access (first major faction you encounter) ✅ Widespread presence (vendors and facilities everywhere) ✅ Good shopping discounts (they love customers with loyalty) ✅ Morally flexible quest design (do whatever it takes)

Disadvantages: ❌ Morally bankrupt ideology (if you care about that) ❌ Conflicts with Order of the Ascendant frequently ❌ NPCs are generally unpleasant to be around ❌ Quest objectives often involve screwing over regular people

Pro tip: If you’re planning a Speech-focused build, Auntie’s Choice offers numerous opportunities to talk, bribe, and manipulate your way through quests. Check our perks guide for Speech perks that synergize with this approach.

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Order of the Ascendant: Mathematical Zealots

“Solving The Mysteries of the Universe With Zealous Mathematics”

The Order of the Ascendant is genuinely unique in video game factions—they’re quasi-religious zealots who worship mathematics instead of gods. They believe the universe operates on a Universal Equation that, once solved, will allow them to predict the future and “ascend” humanity to a higher plane of existence.

Think of them as what would happen if you gave a cult of theoretical physicists governmental authority.

What the Order of the Ascendant Stands For

Core ideology: Mathematical determinism, academic rigor, the pursuit of the Universal Equation

Life in the Order: Members dedicate their lives to understanding the underlying mathematics of reality. Every decision is filtered through calculations, predictions, and probability matrices. Emotions and human intuition are considered unreliable variables to be minimized.

The philosophy: “The math doesn’t lie, even if the results are uncomfortable.”

The problem: Sometimes the math says “sacrifice the few to save the many” or “let this settlement die because the equation predicts a better outcome.” They’re so focused on the numbers that they lose sight of the human cost.

The noble core: Unlike Auntie’s Choice (profit) or the Protectorate (power), the Order genuinely wants to advance humanity. They’re just really, really bad at the “compassion” part of that goal.

Who should join: Players interested in science fiction philosophy, characters who value knowledge over emotions, or anyone who wants to align with the “least evil” of the major factions. Also great for intellectual/science-focused builds.

Moral alignment: Lawful Neutral (they follow the equation rigidly, consequences be damned)

How to Join the Order of the Ascendant

There are actually two ways to join the Order, with the second being earlier but more obscure.

Method 1: The Main Story Path (Most Players)

Step 1: Complete the Paradise Main Mission Finish the main quest objective to find the Vox Relay on Paradise. This is part of the critical path, so you can’t miss it.

Step 2: Return to Your Ship When you board your ship after completing the Vox Relay objective, you’ll be approached by an envoy of the Order of the Ascendant who “just happens” to find you at exactly the right moment.

(Spoiler: They predicted your arrival almost to the minute using the Universal Equation. It’s simultaneously impressive and creepy.)

Step 3: Watch Their Recruitment Tape The envoy provides a holotape explaining the Order’s mission. Watch it to receive the location of their main settlement.

Step 4: Travel to Golden Ridge Head to Golden Ridge, the Order’s primary base of operations. From the ship landing pad, go south to find an outpost where Order members are dealing with a refugee crisis.

Step 5: Help With the Refugee Situation Complete the refugee management quest to officially join the Order and start building reputation.

Method 2: The Sub Rosa Shortcut (Early Access)

If you’re thorough and unlock Free Market Station via Emeline Galloway and Sub Rosa (more on that below), you can meet an Order member earlier.

Step 1: Get to Free Market Station Complete the Sub Rosa questline (detailed below) to unlock access to Free Market Station.

Step 2: Find the Archivist On Free Market Station, locate an Archivist working for the Order of the Ascendant. She’s conducting research on the station’s history.

Step 3: Complete Her Request She’ll ask you to catalog the history of Free Market Station—essentially gather historical data and artifacts from around the station.

Step 4: Early Order Access Completing this request grants Order of the Ascendant reputation before you even reach Golden Ridge through the main story. It’s a nice head start if you know about it.

Order of the Ascendant: Pros and Cons

Advantages: ✅ Most “noble” faction motivation (advancing humanity) ✅ Fascinating science fiction philosophy ✅ Conflicts less with other factions than Auntie’s Choice ✅ Unique quest design (moral dilemmas based on math) ✅ Access to advanced technology and research

Disadvantages: ❌ Bureaucratic and slow-moving ❌ Emotionally disconnected (NPCs feel robotic) ❌ Quest outcomes can feel cold and calculating ❌ Sometimes the “right” mathematical answer feels morally wrong

Thematic fit: If you’re playing a Science-focused character or took an intellectual background, the Order is your natural home. Check our backgrounds guide for synergistic starting options.

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Sub Rosa: The Black Market Network

“A Black Market Based In A Crashed Ship Named ‘Free Market Station'”

Sub Rosa is the galaxy’s worst-kept secret—an interplanetary association of black market traders, smugglers, and “independent entrepreneurs” who operate in the legal gray zones across all of Arcadia. It’s like if the Thieves’ Guild from fantasy RPGs worked in space and had better PR.

What Sub Rosa Stands For

Core ideology: Free trade (emphasis on “free” from regulations), mutual profit, discretion

Life in Sub Rosa: Members keep their association quiet in public but trust each other implicitly in private. When you join, you gain access to expanded inventories, unique vendors, and items that definitely aren’t legal in most jurisdictions.

The network: Sub Rosa has representatives and vendors in almost every major location in the game. Look for their symbol—a stylish yellow rose with a split black circle—to identify contacts.

The philosophy: “What the Protectorate doesn’t know won’t hurt them. And if it does, we weren’t here.”

Faction neutrality: Sub Rosa isn’t officially aligned with any major power. They sell to everyone, which makes them simultaneously indispensable and untrustworthy to the other factions.

Who should join: Literally everyone. Even if you’re playing a lawful good character, Sub Rosa’s vendor access and quest opportunities are too valuable to pass up. Think of it as the “utility” faction that complements whatever other faction allegiance you choose.

Moral alignment: True Neutral (they’ll work with anyone if the price is right)

How to Join Sub Rosa

This is the most detective-work-heavy faction to join, requiring you to follow a trail of clues across Paradise.

Step 1: Access the Tower Terminal on Paradise Go to the tower near the landing pad on Paradise (should be one of the first structures you see). Inside, access the terminal to read about recent smuggling activities on the island.

This is your first breadcrumb.

Step 2: Investigate the Fairfield Constable’s Office The terminal mentions suspicious activity tied to Fairfield. Travel to Fairfield and locate the Constable’s Office. Hack or talk your way into accessing their terminal.

(If you need help with hacking, check our Mag-Picks and Bypass Shunts guide to make sure you have the consumables needed.)

Step 3: Find the Trail to Emeline Galloway The Constable’s terminal reveals that Emeline Galloway, the greenhouse overseer in Fairfield, is connected to the smuggling ring.

Step 4: Confront Emeline Galloway Head to the greenhouse and speak with Emeline. She’ll admit to being involved with Sub Rosa once you present the evidence.

Step 5: Complete Her Request Emeline asks you to alter evidence of Sub Rosa’s activities in Fairfield—basically covering up their smuggling operations by tampering with official records.

Your choice:

• Help Emeline: Gain Sub Rosa reputation and the location of Free Market Station
• Turn her in: Lose the opportunity to join Sub Rosa (not recommended)

Step 6: Travel to Free Market Station Once you help Emeline, she provides coordinates to Free Market Station—Sub Rosa’s headquarters, which is literally a crashed ship repurposed as a black market bazaar.

Visit the station to unlock Sub Rosa vendors and continue building reputation through their questlines.

Sub Rosa: Pros and Cons

Advantages: ✅ Best shopping access (unique items, rare mods, hard-to-find consumables) ✅ Present in every major location (always a vendor nearby) ✅ Doesn’t conflict with other faction allegiances ✅ Interesting noir-style questlines (detective work, moral gray areas) ✅ Free Market Station is genuinely cool (great atmosphere)

Disadvantages: ❌ Requires detective work to even find them (missable) ❌ Illegal activities can conflict with lawful character builds ❌ Vendors are expensive (black market premium) ❌ No major story impact (more utility than narrative weight)

Essential tip: Even if you’re playing a “by-the-book” character aligned with the Earth Directorate, join Sub Rosa anyway. Their vendor access is too useful, and you can mentally justify it as “maintaining underworld contacts for intelligence purposes.”

The unique items they sell—especially Advanced Decryption Keys and rare weapon mods—make them invaluable throughout the game.

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The Protectorate: Authoritarian Antagonists

The Autocratic Dictatorship Ruling Arcadia

The Protectorate is the primary antagonistic faction in The Outer Worlds 2, though “antagonist” doesn’t mean “completely evil in every way.” It’s a complex authoritarian regime with some sympathetic individual members.

What the Protectorate Stands For

Core ideology: Absolute authority, order through control, worship of the Sovereign

The structure: Founded by the inventor of the Skip Drive (the technology that enables faster-than-light travel), the Protectorate is now ruled by the Sovereign—a god-like figure who demands complete fealty and adoration from all subjects.

Life under the Protectorate:

• Strict social hierarchy
• Surveillance and control
• Mandatory loyalty demonstrations
• Harsh punishment for dissent
• Stability and order (at the cost of freedom)

The complexity: Not every Protectorate member is a mustache-twirling villain. Many genuinely believe in the Sovereign’s vision of an ordered, stable society. Some are just trying to survive within the system.

Why You Can’t Join (But Can Still Work With Them)

You cannot gain formal reputation with the Protectorate, but you can still interact with and help individual Protectorate members without aligning with the organization as a whole.

Example scenario: Even if you’re highly respected by Auntie’s Choice, you can still visit the automech facility south of Westport (a Protectorate operation) and help them with their Zyranium problem. Your actions help those specific people without improving your standing with the Protectorate as a governing body.

Why this matters: The game distinguishes between helping people who happen to be in the Protectorate versus supporting the Protectorate’s authoritarian agenda. You can be compassionate to individuals while opposing the system they’re trapped in.

Story Role

The Protectorate serves as the main antagonist force throughout the narrative, representing the oppressive system you’re generally working against (or, in some playthroughs, trying to reform from within).

Your interactions with them are primarily through:

• Combat encounters (Protectorate forces as enemies)
• Story missions (infiltrating their facilities, disrupting operations)
• Moral dilemmas (helping sympathetic Protectorate members)
• The endgame (your final confrontation with the Sovereign’s regime)

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The Earth Directorate: Your Starting Faction

The Organization You Actually Belong To

The Earth Directorate is the faction your character commands at the start of the game. You’re literally a Commander in this organization, which means you’re not “joining” it—you’re already a card-carrying member.

What the Earth Directorate Stands For

Core mission: Combat corrupt corporations and tyrannical governments across the universe

Your role: As a Commander, you’re essentially a troubleshooter sent to problem areas to… well, shoot the problems. Or talk to them. Or blow them up. It depends on your build and dialogue choices.

Background influence: Your specific motivations and methods depend on the background you chose during character creation. Different backgrounds provide different justifications for why you joined the Earth Directorate and what you hope to accomplish.

Why You Can’t Gain Reputation

You’re already a member, so there’s no reputation system to track. The Earth Directorate represents your “default” faction standing—you’re automatically aligned with them unless you actively choose to betray or abandon them through story choices.

Story Role

The Earth Directorate serves as your:

• Mission framework (why you’re in Arcadia in the first place)
• Resource support (your ship, crew, equipment)
• Moral anchor (the “good guys” trying to stop exploitation and tyranny)
• Endgame consideration (how your actions reflect on the organization)

Your relationship with the Earth Directorate is less about gaining reputation and more about whether you complete your mission, betray your oath, or find some third option that accomplishes the mission while defying orders.

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The Rift Cult: Mysterious Fanatics

Worshippers of Reality-Breaking Anomalies

The Rift Cult is exactly what it sounds like—a group of fanatical cultists who worship the mysterious Rifts appearing across Arcadia. These Rifts are reality-warping anomalies that defy scientific explanation (much to the Order of the Ascendant’s frustration).

What the Rift Cult Believes

Core belief: The Rifts are divine/supernatural phenomena that will transform reality

Their goal: Embrace the Rifts, prepare for the coming transformation, and “ascend” through the anomalies (very different from the Order’s mathematical ascension)

Where you first meet them: Golden Ridge, in the same general area where you’ll encounter the Order of the Ascendant. You can also find Rift Cult activity in the Crabble Spawning Grounds next to the Paradise Landing Pad, where a Rift is actively warping the environment.

Why You Can’t Join

You cannot gain formal reputation with the Rift Cult. They’re too insular, too fanatical, and too focused on their cosmic mission to accept outsiders in any formal capacity.

But You Can Work With Individual Members

Despite not being able to join, you can cooperate with certain Rift Cult members to understand the Rifts and their impact on Arcadia. These interactions are more about gaining information than building reputation.

Why this matters: The Rifts are a major plot element, and understanding them is crucial to completing the main story. The Rift Cult, for all their insanity, might actually know something important about what’s happening to reality in Arcadia.

Story Role

The Rift Cult serves as:

• Mystery element (what are the Rifts really?)
• Cosmic horror (reality-warping religious fanaticism)
• Information source (they understand the Rifts better than anyone)
• Wild card faction (unpredictable and potentially dangerous)

Expect the Rift Cult to become more important as the story progresses and the true nature of the Rifts is revealed.

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Faction Conflict & Reputation Management

Now that you understand all six factions, let’s talk about how to navigate their competing interests without accidentally making everyone hate you.

Which Factions Conflict?

Auntie’s Choice vs. Order of the Ascendant: These two are ideological opposites. Auntie’s Choice values profit and individual gain; the Order values mathematical progress and collective advancement. Quests frequently force you to choose between them.

Everyone vs. The Protectorate: The Protectorate is the dominant power, which means everyone else has grievances against them (even if they’re too scared to act openly).

Sub Rosa vs. Nobody: Sub Rosa’s neutrality is their greatest asset. They don’t pick sides, which means you can maintain high reputation with them while fighting the Protectorate or climbing Auntie’s Choice corporate ladder.

Can You Max Reputation With Multiple Factions?

Yes, but with caveats:

Easy combination: Sub Rosa + (Auntie’s Choice OR Order of the Ascendant) Sub Rosa doesn’t conflict with anyone, so you can max them while pursuing another faction.

Difficult combination: Auntie’s Choice + Order of the Ascendant Quests frequently pit these factions against each other. You can balance them, but it requires careful quest selection and sometimes accepting that you’ll hurt one to help the other.

Impossible combination: Earth Directorate + Betrayal If you betray your Earth Directorate mission objectives completely, you lock yourself out of certain endings. Partial betrayal is possible, but complete abandonment has consequences.

The Negotiator Perk Strategy

If you’re trying to maintain good standing with multiple factions, the Negotiator perk is essential:

Negotiator (Leadership 9 + Speech 9):

• +75% reputation gain with ALL factions
• Immediate positive reputation when meeting new factions
• Helps you reach Exalted status faster
• Makes balancing multiple factions much easier

Build around this: If you want to be a faction diplomat, invest heavily in Leadership and Speech skills. Check our starting builds guide for a Charismatic Commander build that maximizes faction management.

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Practical Faction Strategies by Playstyle

The Corporate Climber

• Primary: Auntie’s Choice (max reputation)
• Secondary: Sub Rosa (vendor access)
• Ignore: Order of the Ascendant (ideological enemies)
• Best perks: Space Ranger, Palm-Greaser, Wholesale Spender

The Scientist Philosopher

• Primary: Order of the Ascendant (max reputation)
• Secondary: Sub Rosa (vendor access)
• Cautious: Auntie’s Choice (don’t antagonize, but don’t embrace)
• Best perks: Science tree perks, Negotiator

The Neutral Smuggler

• Primary: Sub Rosa (max reputation)
• Balanced: Auntie’s Choice + Order of the Ascendant (stay neutral)
• Flexible: Take quests from everyone, avoid major conflicts
• Best perks: Lockpick tree, Restricted Access, Bit Transfer

The Loyalist Commander

• Primary: Earth Directorate mission objectives (always)
• Tactical: Use other factions as tools, not allegiances
• Ruthless: Sacrifice faction reputation for mission success
• Best perks: Combat-focused build, Trophy Hunter, Lucky Strikes

The Chaos Agent

• Goal: Make everyone hate you simultaneously
• Method: Accept quests from everyone, betray them all
• Warning: This locks you out of most content
• Why do it: Achievement hunting, second playthrough catharsis

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Common Faction Mistakes to Avoid

❌ Ignoring Sub Rosa

Sub Rosa is easy to miss if you don’t follow the investigation trail. Don’t skip them—their vendor access is too valuable. Make finding Emeline Galloway a priority.

❌ Choosing Sides Too Early

Don’t commit hard to Auntie’s Choice or Order of the Ascendant immediately. Do early quests for both to understand their ideologies before deciding which aligns with your character.

❌ Forgetting Faction Quests Give Reputation

Every faction quest you complete builds reputation. Don’t ignore side quests from faction members—they’re not just filler content, they’re reputation gains.

❌ Not Taking the Negotiator Perk

If you’re even slightly interested in faction management, get Leadership 9 and Speech 9 as soon as possible. The +75% reputation gain is gamechanging.

❌ Killing Faction Members Casually

Murdering faction NPCs tanks your reputation hard. Even if they’re jerks (looking at you, Milverstreet), killing them has consequences.

❌ Not Reading Quest Descriptions

Many quests explicitly state which faction they’re for and what the consequences are. Read carefully before accepting to avoid accidentally betraying your chosen faction.

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Faction Reputation & Story Endings

Your faction standings directly influence the endgame and available story conclusions. Without spoiling specifics:

High Auntie’s Choice reputation: Corporate-friendly endings where profit wins High Order of the Ascendant reputation: Scientific/mathematical utopia endings High Sub Rosa reputation: Underground/independent endings Balanced reputation: Compromise endings where factions coexist Low all reputation: Violent, destructive endings

The best endings typically require high reputation with AT LEAST one faction, so even if you’re playing a chaos agent, pick someone to be friendly with.

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Final Thoughts: Choosing Your Allegiance

The faction system in The Outer Worlds 2 is more nuanced than most RPGs. There’s no obvious “good guy” faction (even the Earth Directorate has morally gray methods), and each organization has compelling reasons to join and compelling reasons to oppose them.

My recommendation for first playthroughs:

1. Join Sub Rosa immediately (utility is too good to pass up)
2. Do early quests for both Auntie’s Choice and Order of the Ascendant (understand their ideologies)
3. Commit to one around level 15-20 based on which philosophy resonates with your character
4. Maintain Earth Directorate objectives unless you’re specifically planning a betrayal run
5. Work with (but don’t worship) the Rift Cult when investigating the Rifts

The beauty of this system is that subsequent playthroughs feel genuinely different based on faction choices. A corporate drone working for Auntie’s Choice plays nothing like a mathematical zealot serving the Order of the Ascendant.

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Related guides for faction-focused builds:

• Best starting builds for faction-specific characters
• Complete perks guide for Negotiator and faction-enhancing perks
• Backgrounds guide for roleplay-appropriate faction choices
• Negative traits like Consumerism that affect faction interactions
• Inez Graft choice for a major faction-impacting decision

Now get out there and pick your allegiance. The galaxy is watching, and your choices matter more than you think.