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Maxwell (character)

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For Maxwell, the antagonist, please see here.

Nickname The Puppet Master
Motto "Freedom!"
Perk Is dapper but frail
Can fragment his mind
Brings his own sword
Health 75
Hunger 150
Sanity 200
Sanity Multiplier +20/min
Special Item Codex Umbra
Starting Items Codex Umbra Dark Sword Night Armour Purple Gem
Nightmare Fuel x4

Freedom, at last!


Maxwell (William Carter) is the eighth unlockable Character. The de facto antagonist of the game, if freed at the end of Adventure Mode, returns to his dapper human form, being sent to one island of the Don't Starve world. Instead of being greeted, he will simply wake up by himself and say "Freedom, at last!". Due to his former status he provides great insight on the objects of the island through his examination quotes.

In addition to his journal on "Them", Maxwell starts the game with a Dark Sword, Night Armor, Purple Gem and 4 Nightmare Fuel. Maxwell's journal, the Codex Umbra, allows him to summon shadows to do his bidding. His Sanity increases by 20/min because of his dapper style. To make up for that, Maxwell only has a maximum Health of 75.


Adventure Mode Epilogue04:41

Adventure Mode Epilogue

Main article: Adventure Mode

Players can only unlock Maxwell by completing Adventure Mode. After beating five consecutive Chapters (escaping from five randomly-ordered and themed Adventure Worlds), the player will find themselves in the Epilogue Chapter. Once there, if the player chooses to take pity upon Maxwell, they can attempt to release him from imprisonment in the Nightmare Throne by inserting a Divining Rod into the throne's Nightmare Lock. Once this happens, Maxwell becomes a playable character.


Main article: William Carter Puzzles

In 1901, before the main events of the game, William Carter boarded a ship from London to the US, with hopes of proceeding a career as a magician in New York. After his acts appeared to be a flop and was in debt from unpaid magic props, William decided to move on to San Francisco, California. After a train accident, William discovers a blueprint for an Obelisk which seemed to contain knowledge of powerful magic, and eventually deciphered it to understanding. William then started to incorporate this knowledge into his magic acts, and became known as "The Amazing Maxwell".

Maxwell later met Charlie and she performed with him as a female assistant during his magic shows, all of which seemed very successful. As time went on, Maxwell seemed to start thinking irrational thoughts and possibly began to go insane, after carving nonsensical words and symbols into his apartment walls. Eventually, Maxwell and Charlie performed their big final act, where Maxwell would pull a shadow out of a book. During the act, Maxwell put his hand into the book, but instead of pulling something out, something inside of the book was pulling him. After breaking free, both Maxwell and Charlie are grabbed by shadow hands and are captured by Them. The exacts details of what happened next are unknown, but ultimately Maxwell was put on the Nightmare Throne and Charlie was turned into the night monster. About 20 years later in the game's setting, the events of the Forbidden Knowledge video take place. In the video, Maxwell appears and communicates with Wilson through a radio, offering him secret knowledge, which Wilson gladly accepts, and Maxwell began streaming huge amounts of information into his head. Wilson then began building a mysterious machine with the knowledge given to him. When the machine was finished, he was hesitant to pull the start lever until told by Maxwell to 'DO IT'. As Wilson pulled the switch the machine began rising and taking shape, showing a silhouette of Maxwell. Demonic hands then rose from the floor and pulled Wilson into a mysterious world of wilderness.

Codex Umbra Special Power

Shadow Summon

Maxwell fragmenting his mind.

Main article: Codex Umbra

Maxwell also starts with his own book called the Codex Umbra, which allows him to fragment his mind.

Codex Umbra acts similar to Wickerbottom's books, but has an infinite durability. Upon reading it, a Shadow Puppet with the silhouette of Maxwell will appear. Using the book costs 15 HealthMeter, 2 Nightmare Fuel and 55 max Sanity. Due to this the player may have up to 3 puppets, at which point Maxwell will have 35 sanity and will be unable to spawn more. The shadow puppets will live up to 2.5 days before dying off. They will aid Maxwell in combat, and assist him in mining and chopping down Trees. Upon death of a puppet, Maxwell's maximum sanity will be restored by 55.

Maxwell's starting items are some of the most powerful and rare in the game giving him an easier start than most. The Armor and Sword provide a great deal of survivability and allow him to keep his Sanity in check.


Maxwell's maximum Health is only 75, making fights very dangerous if the player doesn't have good armor available. His Sanity regeneration bonus can also make it hard to stay insane and reap the benefits of that state.


  • Summoning multiple Puppets to reduce the maximum Sanity is a good way to get Maxwell to stay almost insane for long periods of time, which is not easily obtained normally due to his Sanity regain buff.
  • Since Maxwell has a natural regeneration of Sanity, players are recommended to do sanity-consuming things that other players would suffer from. For example: picking Evil Flowers, using Magic and Ancient Items, or eating sanity draining Food.
    • Sanity regenerating items such as the Tam o' Shanter, Tent, Taffy etc. are unnecessary for Maxwell. This allows him to wear armor such as the Football Helmet while still rapidly regaining Sanity. This also makes exploring during the Night or in Caves and Ruins ideal as the Sanity drain from darkness is negated.
  • Due to Maxwell's low max Health, it is recommended to use his starting Night Armour when fighting dangerous creatures such as Hounds or Boss Monsters early on, reducing damage against him by 95% when worn.
    • Combined with his Dark Sword and Shadow Puppets, Maxwell is unexpectedly an ideal fighting character before the durability of the Armor and Sword wear out.
  • Maxwell also has the advantage of being capable of building a Shadow Manipulator quicker than other characters, as he starts with a Purple Gem and Nightmare Fuel, shortening the time needed for gathering materials. This can allow players to quickly rebuild Night Armour and Dark Swords early in the game.
  • Normally the Shadow Puppets stop aiding in mining and chopping after Maxwell stops doing the act, but if they are close to the target and the player quickly cancels the action by moving the Puppets will still carry it out, essentially getting the resources without using the durability of the tool.
  • An effective way to keep Maxwell insane is to equip his starting Night Armour and Dark Sword at the same time, which will stack together and drain sanity at -10/m. Summoning Shadow Puppets to lower Maxwell's sanity is also effective, but costs Nightmare Fuel to do on its own.
  •  Late game, players can collect Nightmare Fuel in mass amounts by staying in the Ruins during the Nightmare CycleShadow Creatures can drop stacks worth of fuel for the player to collect once the cycle reaches its calm state.
    • Otherwise dropping some captured bees near some Evil Flowers will spawn more of the latter which then can be used to craft Nightmare Fuel.
  • While Shadow Puppets are great against weaker foes, fighting stronger Mobs will result in their death unless they're helped by Maxwell. Great support weapons are the Ice Staff and Fire Staff. The Ice Staff can be used to stun enemies before they land a hit on the Puppets, preventing them from taking damage. The Fire Staff can stun mobs for longer while also damaging them but comes at the cost of possibly burning the dropped loot upon the enemy's death.
  • Due to the low maximum Health and the cost of the Codex Umbra it is advised to only rely on Life Giving Amulets to revive from death instead of Meat Effigies as the latter will leave him at only 35 maximum Health.

Placeholder Trivia

  • Maxwell's voice is sounded by a harmonium.
  • Maxwell's name is based on the Maxwell's demon thought experiment, named after the scientist James Clerk Maxwell.
  • Maxwell is the only playable character whose name doesn't start with "W".
    • Maxwell's playable character appears to be named "Waxwell" in game's files. This suggests that he was likely named Waxwell in the game's files to avoid any file conflicts between the NPC Maxwell and the playable Maxwell.
    • His past name also starts with a W, however.
    • The playable version of Maxwell was also nicknamed by fans "Waxwell" prior to his release.
  • Maxwell is currently one of three characters that can not be unlocked by gaining Experience, the others being Wes and Webber.
  • Maxwell breaks the fourth wall by talking about Don't Starve itself; for example, he comments on "game logic" when examining an Opulent Pickaxe.
  • It is likely Maxwell actually created a lot of the monsters in Don't Starve. This can be held up by the fact that he sometimes says, "They don't recognize me!", when examining Hounds and, "They were a failed experiment", when examining Tallbirds.
  • At the end of the trailer for the End of the Beginning update, Maxwell has a rounded chin, but in the game version, he has a flat chin.
  • After the All's Well That Maxwell update the Codex Umbra was added to the game as Maxwell's perk and his sound when engaged in a fight is different.
  • Considering Wendy's examination quote for Maxwell ("I feel a strange kinship with him") and the letter from Jack Carter in the 3rd William Carter Puzzle, it can be assumed that Maxwell is her uncle. This is only speculation though; nothing official has been said on the matter.
  • When struck by Lightning in the Reign of Giants DLC, Maxwell is shown to have bones in his sleeves.
  • He is one of the only two characters that have no skull, the other being Wigfrid.
  • Maxwell is noticeably shorter than his NPC version, for gameplay reasons.

Blueprint Gallery

Player Characters
Wilson quotes ⋅ clothesWillow quotes ⋅ clothesWolfgang quotes ⋅ clothesWendy quotes ⋅ clothesWX-78 quotes ⋅ clothesWickerbottom quotes ⋅ clothesWoodie quotes ⋅ clothesWes quotes ⋅ clothesMaxwell quotes ⋅ clothesWigfrid quotes ⋅ clothesWebber quotes ⋅ clothesUnimplemented

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