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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 Modifier +20/min
Special Item(s) Codex Umbra
Starting Item(s) Codex Umbra Dark Sword Night Armour Purple Gem
Nightmare Fuel x4
DebugSpawn "waxwell"
Freedom, at last!


Maxwell (William Carter) is one of the two playable Characters that are not unlocked via Experience in Don't Starve. 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", which allows him to fragment his mind, Maxwell starts off with his own fighting gear and valuable items. Being a dapper fellow, his Sanity constantly increases over time. To make up for that, Maxwell only has a maximum Health of 75 points. Maxwell's playstyle revolves around his Sanity, being able to manage it very easily, and the aid of his Book.

Lock Unlocking

Main article: Adventure Mode
Adventure Mode Epilogue04:41

Adventure Mode Epilogue

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.

Codex Umbra Special Power

Shadow Summon

Maxwell fragmenting his mind.

Main article: Codex Umbra

Maxwell's Sanity increases by 20 Sanity/min because of his dapper style. He starts the game with a Dark Sword, Night Armor, Purple Gem, 4 Nightmare Fuel and his own Book called the Codex Umbra.

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 maximum 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 points.


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.

Gift Icon Downloadable Content

In the Shipwrecked (SW) DLC, Maxwell's Puppets will aid him when hacking things with a Machete and they will have their own shadow version of the Row Boat making it possible for them to follow him across islands, unlike other Followers.

Prototype Tips

  • 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.
  • 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. Coupled with the fact that when equipping his Sword and Armor he loses 10 Sanity/min, it is possible for him to become insane and sane back at will and very easily since there's only 5 points of sanity between the two thresholds.
    • Going insane during Daylight and kill Shadow Creatures for Nightmare Fuel is a good way to keep his Puppets up 24/7 during the early days of the game. Killing Beardlings (or bearded Crabbits in SW) is also an option but Nightmare Fuel from them is not always guaranteed.
  • 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.
  • 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.
    • Players can also take advantage of the behavior of Mobs to get the most out of the Puppets. (e.g. Getting a Tallbird to aggro on Maxwell first, then ordering the Puppets to attack it.)
  • 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 with their Tools after Maxwell stops doing the act, but if they are close to the target and the player quickly cancels the action by moving or quickly switching to another hand slot item, the Puppets will still carry it out, essentially getting the resources without using the durability of the Tool. This means that it is a waste of resources to craft better versions of those Tools when playing as Maxwell.
  • Late game, players can collect Nightmare Fuel in mass amounts by staying in the Ruins during the Nightmare Cycle. Shadow 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.
  • 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 45 maximum Health. This means that Beard Hair is largely useless to Maxwell.
  • In DLCs, thanks to his Sanity regeneration, Maxwell will not lose Sanity even with 100 Wetness while holding wet Items.

Placeholder Trivia

  • Maxwell's voice is played by a harmonium.
  • Seeing as Maxwell's real name is William, all playable characters technically do 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.
    • The playable version of Maxwell was also nicknamed by fans "Waxwell" prior to his release.
  • Maxwell is currently one of five characters that can not be unlocked by gaining Experience, the others being Wes, Webber, Wilbur and Woodlegs.
  • 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.
  • When struck by Lightning in DLCs, Maxwell is shown to have bones in his sleeves.
  • He is one of the only five characters that have no skull in the game files, the others being Wigfrid, Walani, Warly and Woodlegs.
  • Maxwell is noticeably shorter than his NPC version, for gameplay reasons.
  • When Maxwell is rebound to the Nightmare Throne, he will revert to his demonic NPC appearance.
  • If one dies to the Night Monster while playing as Maxwell, the Morgue will show the cause of death as "Charlie" rather than "Darkness".

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 ⋅ clothesWalani quotes ⋅ clothesWarly quotes ⋅ clothesWilbur quotes ⋅ clothesWoodlegs quotes ⋅ clothesUnimplemented

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