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Freedom, at last!


Maxwell (AKA William Carter) is one of the six playable Characters that are not unlocked via Experience in the Don't Starve base game and one of the playable Characters in Don't Starve Together (DST). The de-facto antagonist of the base game, if freed at the end of Adventure Mode, he returns to his dapper human form and is sent into the Constant as another survivor.

In addition to the Codex Umbra, 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 with the aid of his book.

Minimap Maxwell's Door.png Origin

Glommer's Flower.png See also: William Carter Puzzles

The former Nightmare King suddenly finds himself facing his past... and a choice about his future. Everyone take your seats, the Amazing Maxwell's next act is about to begin.

–From the official Youtube description for Encore

As part of DST's Compendium, Maxwell's backstory is given an official summary:

The former king of the Nightmare Throne and an egomaniac to boot. Maxwell (who earned his name from his former stage persona "The Amazing Maxwell") was once the naïve and unimposing "William Carter", a penniless man from London who dreamt of being a world-renowned magician. When fate put William in possession of the Codex Umbra, he felt true power for the first time in his life. Casting off his old, meek ways and fully embracing his new persona as a charismatic master of dark magic, Maxwell achieved fame and success, but still found himself hungering for more. As he delved deeper and deeper into his magical tome, immersing himself in its secrets, the dark knowledge within addled his mind and clouded his heart. In his final performance, Maxwell lost control of the shadow magic he'd used so brazenly and both he and his stage assistant Charlie were pulled into the Constant. There he would remain for what seemed like an eternity, tethered to the Nightmare Throne and compelled to ensnare more victims in the Constant's trap. He is still baffled by the thought that someone he tricked into the Constant could find it in their heart to set him free... well, baffled and annoyed really. He never liked owing a favor.

Lock.png Unlocking

Glommer's Flower.png 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.

Placeholder.png Trivia


  • Maxwell's voice is a harmonium.[1]
  • Maxwell is the 'only' character whose name doesn't start with a W. However, his real name (William Carter) makes an exception due to starting with that corresponding letter, meaning all character names start with a 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, due to all other playable characters having names that start with W.
  • Maxwell is currently one of six characters that cannot be unlocked by gaining Experience, the others being Wes, Webber, Wilbur, Woodlegs, and Wilba.
  • Maxwell is not greeted at the start of new world. Instead he'll wake up by himself and claim, "Freedom, at Last!".
  • 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.
  • 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".
  • Maxwell's perks description used to be: "Is dapper but frail; Can fragment his own mind; Brings his own sword." His starting items and perks were kept though.
  • Maxwell is able to read Wickerbottom's Books.
  • In a short frame of Maxwell's ghostly animation, his flower turns black.
  • Due to the short "Inevitable," Maxwell is one of the few characters to have received actual voice acting, along with Wilson, Charlie, and Willow along with Webber who got acting in the short “Starver’s Carol”
  • Maxwell's skull was found in the DST files as of May 6, 2021.
  • Previously, The Moonbound Maxwell's design was slightly different.
  • In The Merrymaker Maxwell Portrait can be finded unused item "Candle".
  • The description for the Krampwell Head Skin used to be "Maxwell deeply regrets asking the others to choose his costume for him."
  • The Survivor Maxwell quote refers to his quote from the original game when he meets the player at the beginning of the game.
  • The Untriumphant Maxwell is a references to Willam Carter from his origin.


  • Maxwell breaks the fourth wall by talking about Don't Starve itself; for example, he comments on "game logic" when examining an Opulent Pickaxe.
  • Maxwell's examination quote for Tallbirds reveals that he created them by accident through a failed experiment.
  • Maxwell has a brother named Jack Carter, as revealed in the William Carter Puzzles. Jack first appears in the DST short Wish You Were Here, where it's shown that he is nearly identical to his brother.
    • Maxwell mentions his brother in a quote for the final state of Abigail's Flower post DST refresh: "...I wonder how my brother is doing."
  • The short Wish You Were Here and an image included with the Wendy refresh confirmed that Abigail and Wendy are Jack's daughters and thus Maxwell's nieces.
    • Maxwell's relationship to Abigail and Wendy was hinted at in the William Carter Puzzles where twins are mentioned in Jack's postcard.
    • Examination quotes were also used to imply Maxwell's relationship to Abigail and Wendy. When examining NPC Maxwell, Wendy says, "I feel a strange kinship with him." When Maxwell examines a held Abigail's Flower in DST he says "Hm? What a familiar presence."
  • Maxwell's loading screen vignette is accompanied by text that reveals a bit about how the Nightmare Throne affected him: Maxwell's extended reign on the Nightmare Throne altered him in ways that are not yet fully understood. He continues to rely heavily on his tome, the Codex Umbra, as a result.
  • Maxwell's quote for the Black Cat poster in Hamlet implies that he had regularly visited Le Chat Noir.[2]
  • Maxwell's birthday is listed as October 22 in the Compendium. October 22, 2013 is when All's Well That Maxwell was released for Don't Starve.
  • Sometimes in loading screen may appear such survival tip:""Blast this heat! Where's a nice, chilled drink when you need it?"-M". The M at the end could mean that this survival tip belongs to Maxwell
  • Sometimes a message like this may appear during the loading screen:
    • "Once the King of the Nightmare Throne, Maxwell now finds himself surviving alongside the very people he once tormented. Needless to say, it makes for a bit of an... awkward atmosphere."
    • "Maxwell (née William Carter) was once nothing more than a humble stage magician, until the discovery of a mysterious tome changed the course of his life forever."
  • To the forum question "what would Maxwell's favorite ice cream flavor be?" developer nome replied: "Banana split with extra cherries."[3]
  • To the forum question "there's art with 2 separate characters eating cup noodles, where did the cup noodles come from?" developer nome replied: "Wortox gave it to the Survivors because he thought it was cups of worms and would be a fun prank. He was very disappointed to find out it is, in fact, food. Nobody knows where he got them from."[4]

Cultural References

  • Maxwell's name is a reference to the scientific thought problem "Maxwell's demon".
  • 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.
  • His Dark Wizard skin may have been based on Grigiveche Efimovich Rasputin, who, according to some legends, owned dark magic
  • His design and position may have been inspired by Half-Life's G-Man based on his face's slim design and the suit he always wears. Also his position of not being the master behind the world, but only a vessel of those above him similar to G-Man's "Employers".
  • The Vampiric Maxwell is a reference to the classic Vampiric image.
  • The Merrymaker Maxwell is a reference to Ebenezer Scrooge.


  1. Mattesque on the forums (direct link to post is inaccessible): "Maxwell is a Harmonium with some extra secret goodness. But mostly Harmonium." Posted on March 17, 2013.
  2. Maxwell quote for Black Cat: "Ah, the memories..."
  3. Nome on the forums 22 June 2023
  4. Nome on the forums 22 June 2023