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Don't Starve Wiki
Say pal, you don't look so good. You better find something to eat before night comes!

Maxwell, when greeting the character

Maxwell (William Carter) is an NPC that appears during the beginning of the game, telling the player to start gathering food to not starve, before disappearing into smoke. He looks very tall and sinister, wears a dapper tuxedo, and holds a cigar while talking to the player. He is the main antagonist of the game, and is the one who transfers all Characters to the world of Don't Starve. During exploration, players can find Maxwell Statues or Chess Biomes themed after him. He seems to be a part-human, part-demon being. This becomes more and more apparent as Adventure Mode goes on.

Maxwell's Door Map Icon.png Origin

In 1901, a tall and nervous British man named William Carter boarded a ship from London to the US, with hopes of pursuing a career as a magician in New York City. Three years later after his career appeared to be a flop and was in debt from unpaid props for his shows, William decided to move west to San Francisco, California. After his train crashed into a circus wagon, William went missing and was presumed to be dead. After escaping from the accident still alive, William discovers a book named Codex Umbra, which contained knowledge of powerful dark magic involving shadows. While he was deciphering what it read, his mind was opened up to new possibilities for magic. He took this new knowledge of magic and began to incorporate it into his magic shows, and went under the new stage name "The Amazing Maxwell". 

After settling down with his newly found alter ego and knowledge, Maxwell met a woman named Charlie who applied to work as his assistant for his magic shows. Their magic shows appeared to be successful, creating very convincing acts using the knowledge Maxwell acquired from the book he discovered. Later in 1906, Charlie went to Maxwell's apartment after not hearing from him in a few days, but instead of finding Maxwell, she discovers his hidden "study room", with various symbols and incantations crudely scratched on the walls. Among these, the phrases "Enough", "It's them", and "Charlie" were also scratched on. She ran away terrified after seeing this, but came back to slide a letter under Maxwell's door acknowledging the room and suggested they take a break after their next big act.

Later that night, Maxwell and Charlie were to perform their big final act, wherein Maxwell would pull a shadow from the mysterious book. After making the book appear out of nowhere in his hands, Maxwell reached inside a page, but instead of pulling a shadow out, something inside of the book was pulling him in. After breaking free, a glimpse of the Shadow Watcher appears, the book turns to a blank page, and Maxwell and Charlie are grabbed by shadow hands and pulled into the realm of Them. It's unknown exactly what happened right after they were captured. Ultimately, Maxwell was put on the Nightmare Throne and would transform into the part-human, part-demon creature he is today, pulling people into the DS world. Charlie would become the monster of the night, killing unsuspecting people in the darkness.

Maxwell Head.png Adventure Mode

Gramophone.png This section contains plot central information and thus contains spoilers.

Maxwell will only appear again in Adventure Mode. Maxwell will come to greet players at the beginning of each world, like in Sandbox Mode, but now he is wearing a dapper cloak instead of a tuxedo. He will say different things in each World and will get angrier and angrier as the player progresses. Maxwell's anger seems to weaken him; as he becomes more furious, he starts to deform.

In the last Chapter of Adventure Mode, "Epilogue", players will finally confront Maxwell. They will be teleported to a dark and dead wasteland, with a hallway in the center. At the end of the road, players will reach Maxwell's Hall. A deformed Maxwell is sitting in a large chair with a phonograph nearby playing music. When meeting Maxwell, he will start talking, telling the player that when he got here there was nothing but dust, and "them" and that he doesn't know what they want, that they are just watching. If the player attacks Maxwell, then the throne protects him (a lightning bolt will strike the player and destroy their weapon), and Maxwell tells the player that the throne will not allow it. He then tells the player that he has been around here for a long time, and that the player can either put the key in the lock or stay around and keep him company.


When players approach Maxwell in the throne, he will say a line. Players have to click on him to read all the lines. Once he says all the lines listed below, excluding the Gramaphone ones, all he will say is "...".

  1. "Is this what you were expecting?" / "Is this how it ends?"
  2. "Forgive me if I don't get up."
  3. "You've been an interesting plaything, but I've grown tired of this game."
  4. "Or maybe They've grown tired of me."
  5. "Heh. Took them long enough."
  6. "They'll show you terrible, beautiful things."
  7. "It's best not to fight it."
  8. "There wasn't much here when I showed up."
  9. "Just dust. And the Void. And Them."
  10. "I've learned so much since then. I've built so much."
  11. "But even a King is bound to the board."
  12. "You can't change the rules of the game."
  13. "I don't know what they want. They... they just watch."
  14. "Unless you get too close... Then..."
  15. "Well, there's a reason I stay so dapper."
  16. "What year is it out there? Time moves differently here."
  17. "Go on, stay a while. Keep us company."
  18. "Or put the key in the box. It's your decision."
  19. "Either way, you're just delaying the inevitable."
  20. "Reality is like that, sometimes."
  21. "I think I've said enough."
  22. If the Gramaphone is turned off, then Maxwell will say... "Thank you, I've been listening to that song for an eternity."
  23. If the Gramaphone is then turned back on, Maxwell then states... "I suppose I deserve that."
  24. If the player activates the hidden Teleportato, Maxwell will say... "Don't you think I've tried that?"
  25. If the player attacks Maxwell he will say... "The throne won't allow that. I've tried."

Don't Starve Together icon.png Don't Starve Together

In the multiplayer version, Don't Starve Together, chronologically the events in the game happen after the completion of Adventure Mode. Because of this, Maxwell is surviving in the world with all the other characters and does not appear at the start, instead characters spawn from the Florid Postern.

Placeholder.png Trivia

  • Maxwell's name is a reference to the scientific thought problem "Maxwell's demon".
  • If the player examines Maxwell (NPC), each character has a quote.
Wilson Portrait.png
I hate that guy.


Willow Portrait.png
He's so condescending.


Wolfgang Portrait.png
A fancy suit is no match for my muscles!


Wendy Portrait.png
I feel a strange kinship with him.


WX-78 Portrait.png


Wickerbottom Portrait.png
What a rude gentleman.


Woodie Portrait.png
Why does he hate me?


Waxwell Portrait.png
Looking good!


Wigfrid Portrait.png
Arrg! Is that the antagönist tö my saga?!


Webber Portrait.png
That jerk tricked us.


Walani Portrait.png
He seems like kind of a jerk.


Warly Portrait.png
You! You... villain!


Woodlegs Portrait.png
I'd like ta throw 'em overboard.


Winona Portrait.png
Well, you're a tall piece of work.


  • Given his past as a magician, his name may be a reference to Charles Carter, a stage magician who performed in the early part of the 20th century.
  • In the William Carter puzzles, twins are mentioned. It is theorized that Abigail and Wendy are these twins. This theory is supported by what Wendy says when she examines Maxwell.
  • As of the "All's Well That Maxwell" update, upon exiting the game, a popup says "Maxwell will miss you!", instead of "Wilson will miss you!".
  • In the game's Alpha, Maxwell shared the same voice as Wilson, except with a lower pitch.
  • The rose that Maxwell wears on his lapel is the same one that Charlie used to wear in her hair. This is reinforced by the scene in which the two are pulled into the Don't Starve world ("grand finale") and directly after ("resumptus"). This may be inaccurate, as a William Carter Puzzle shows Maxwell wearing a rose while Charlie also wears one.

Blueprint.png Gallery