Wilson Portrait
I hate that guy.


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

Maxwell, offering advice.

Maxwell (William Carter) is the main antagonist of Don't Starve. He scattered all the Characters across his dimension, forcing them to survive a harsh wilderness for his own amusement. He appears at the beginning of the game to tell the player to start gathering food and to build a campfire before disappearing into a cloud of smoke. He looks very tall and sinister, wears a dapper tuxedo, and holds a cigar. During exploration, players can find Maxwell Statues or Chess Biomes themed after him.

Minimap Maxwell's Door Origin

Glommer Main article: William Carter Puzzles

Maxwell is unique in having a lot of his backstory revealed in puzzles found outside the game. The following is a summary of the information gleaned from these puzzles.

In 1901, a British man named William Carter boarded a ship from Liverpool to the United States with the hopes of pursuing his career as a magician in New York City. Three years later, after his career flopped and he went into debt, William decided on traveling west to San Francisco, California. When his train crashed into a circus wagon, William went missing and was presumed dead. After somehow escaping from the accident still alive, William discovered a mysterious book called the Codex Umbra, which contained knowledge of powerful dark magic. While deciphering the various symbols inside his book, William's mind was opened up to new possibilities for magic acts. He gathered this new information and began incorporating it into his magic shows. Soon, William returned to a life of show business under his new stage name: "The Amazing Maxwell".

After settling down with his newly-found alter ego and knowledge, Maxwell hired Charlie as an assistant. Their magic shows appeared to be successful, creating very convincing acts using the knowledge Maxwell acquired from the book he discovered. In 1906, Charlie went to Maxwell's apartment after not hearing from him for a few days, but instead of finding Maxwell she discovered his hidden "study room", with various symbols and incantations crudely scratched on the walls. Among them were the phrases "Enough", "It's them", and "Charlie". She ran away terrified, but came back to slide a letter under Maxwell's door acknowledging the room and suggesting that they take a break after their last act.

Later that night, Maxwell and Charlie were to perform their big final act, wherein Maxwell would pull a shadow from his mysterious book. When Maxwell reached inside the book to pull a shadow out, something else pulled him in. He managed to break free, but the book, moving of its own volition, turned to a page and grabbed Maxwell and Charlie with huge shadow hands. They were both pulled into The Constant. Some time after this, Maxwell was put on the Nightmare Throne and given full reign over The Constant and Charlie became the Night Monster. Maxwell used his powers to trick people from the real world into The Constant so that he could trap them there.

Maxwell Head Adventure Mode

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

Maxwell will only appear again in Adventure Mode. Maxwell will 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 more deformed as the player progresses.

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 decrepit Maxwell is awaiting atop the Nightmare Throne with a Gramophone nearby playing music. He tells 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, 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 box or stay around and keep him company.

When the player puts the Divining Rod into the Nightmare Lock, Maxwell is freed. However, he will fall to his knees screaming as his body disintegrates and seemingly dies. The player's character will take his place on the throne. Despite all this, Maxwell continues to exist and becomes a playable character.


Adventure Mode

- Note: Italicized lines are unimplemented.

A Cold Reception

  1. Oh, you found my portal did you?
  2. You'd think you would have learned your lesson by now.
  3. Strange machinery hasn't exactly been kind to you in the past.
  4. Hmm. Let's try something a little more challenging, shall we?
  5. Let's see if you're as enthusiastic when it's fourty below. [sic]

King of Winter

  1. Well would you look at that, you survived.
  2. One down, four to go!
  3. Now don't get a big head, you aren't the first.
  4. Let's see what you're really made of.
  5. And by that I mean to say,
  6. I will enjoy inspecting your entrails once the Deerclops is done with you.

The Game is Afoot

  1. What? You're still here?
  2. Impressive. But you should probably stop while you're ahead.
  3. Must I do everything myself?


  1. Say, pal.
  2. You're really pushing your luck.
  3. Turn back now, or I may have to resort to drastic measures.

Two Worlds

  1. Say, pal.
  2. Let's make a deal. You can stay here. Settle down, even.
  3. I'll give you food, gold, pigs, whatever you need.
  4. All I want in return is a truce.


  1. You insolent, pitiful, insignificant ant!
  2. Do not arouse the wrath of the Great Maxwell!
  3. You will regret coming any further...


  1. Well, this is it.
  2. You found me. Now, what are you going to do?

Nightmare Throne

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 special ones, all he will say is "...".

Main Speech

  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."


If the Gramophone is turned off, then Maxwell will say... "Thank you, I've been listening to that song for an eternity." If the Gramophone is then turned back on, Maxwell then states... "I suppose I deserve that."

If the player activates the hidden Teleportato, Maxwell will say... "Don't you think I've tried that?" followed by "This is the end of the line. We have no escape."

If the player attacks Maxwell he will say... "The throne won't allow that. I've tried."


There are several series of commented-out lines for "QUEST_SURVIVE" found in the game files. These appear to be early concepts for Maxwell's introduction lines, given how radically different they are from his current ones. Several of these lines have grammatical errors. One set is identical to Maxwell's normal introduction. The rest are listed here, labeled with numbers representing the order in which they come.


  • "Say pal, you don't look so good."
  • "You have some space to explore methinks."


  • "This may take some time..."
  • "Don't get lost now!"


  • "The dew has fallen with a particularly sickening thud this morning..."
  • "I'm off to find Zem..."


  • "Lucky nothing uses water eh?"
  • "Its going to be a long day" [sic]


  • "Don't forget your booties cause its cold out there!" [sic]
  • "Its cold out there every day." [sic]


  • "Safe and secure area?"
  • "Its just a skip, hop and a jump away from here." [sic]


  • "Say pal, keep your chin up."
  • "You will probably find it hard to stay dapper."


  • "I left you a little something..."
  • "I don't think it will help you though."
  • "You know what I like about nighttime?"
  • "All the spiders."

There is also a line for "NOUNLOCK" (presumably for trying to activate the Nightmare Lock with something other than the Divining Rod)- "Ah, I am a fool. I had dared to hope." and two for "COMBATFAIL"- "Where would be the sport in that?" and "Who do you think allowed you to make that?"

Don't Starve Together icon Don't Starve Together

Don't Starve Together is the sequel to Don't Starve. Chronologically, it takes place after the events of Adventure Mode. Now, Maxwell is a playable character and no longer the main antagonist, having been replaced by Charlie. He, as well as all other playable characters, spawn from the Florid Postern.

Placeholder Trivia

  • Maxwell is named after a scientific paradox known as "Maxwell's demon".
  • Maxwell's in-game design is possibly an allusion to Professor Woland from The Master and Margarita by Mikhail Bulgakov.
  • 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.
  • In the early access beta of Don't Starve, Maxwell's design used more realistic proportions than his current design.[1]
  • In the official description for Don't Starve, Maxwell is not named forthright, but is referred to as a "demon".[2]

Blueprint Gallery

Gramophone Sounds

Maxwell's voice.
Maxwell Voice
Maxwell's voice in World 2.
Maxwell NPC World 2 Voice
Maxwell's voice in World 3.
Maxwell NPC World 3 Voice
Maxwell's voice in World 4.
Maxwell NPC World 4 Voice
Maxwell's voice in World 5.
Maxwell NPC World 5 Voice
Maxwell's sorrowful voice as he sits on the Nightmare Throne.
Maxwell NPC Throne Voice
Maxwell's voice as he dies after being freed from the Nightmare Throne.
Maxwell NPC Death Voice


  1. Don't Starve Let's Play by falpatrick. Posted on September 11, 2012.
  2. Don't Starve on Steam: You play as Wilson, an intrepid Gentleman Scientist who has been trapped by a demon and transported to a mysterious wilderness world. Wilson must learn to exploit his environment and its inhabitants if he ever hopes to escape and find his way back home.
Hostile Creatures BatiliskCave SpiderClockwork Bishop (Damaged) • Clockwork Rook (Damaged) • Clockwork Knight (Damaged) • Dangling Depth DwellerDepths WormEwecusFrogGuardian PigGhostShadow CreatureHound (RedBlue) • Killer BeeLureplantMacTuskMermMosquitoSpiderSpider WarriorSpitterTallbirdTentacle (Big TentacleBaby Tentacle) • Wee MacTusk
(Varg Reign of Giants icon) (BirchnutterPoison Birchnut Tree Reign of Giants iconHamlet icon) (Crocodog (BlueYellow) • DragoonFloaty Boaty KnightFlupPirate GhostPoison MosquitoSnakePoison SnakeSea HoundSpider Warrior (Venomous)Stink RaySwordfishWhite Whale Shipwrecked icon) (Ancient SpiritGiant GrubGnat SwarmHanging VineIron HulkMantMasked PigPoison DartfrogScorpionSnaptoothSpider MonkeyVampire BatViperWeevole Hamlet icon) (Clay HoundClay VargCookie CutterGem DeerGrumble BeeHorror HoundLavaeMoonrock PengullShadow PiecesShattered Spider Don't Starve Together icon)
Boss Monsters Ancient GuardianDeerclopsSpider QueenTreeguard
(BeargerDragonflyMoose/Goose Reign of Giants icon) (QuackenSealnadoTiger Shark Shipwrecked icon) (Palm Treeguard Shipwrecked iconHamlet icon) (Ancient HeraldLarge Iron HulkQueen WomantPugalisk Hamlet icon) (Bee QueenKlausMalbatrossReanimated SkeletonToadstool Don't Starve Together icon)
Neutral Animals BeeBeefaloBunnyman (Beardlord) • KoalefantKrampusPengullPig (Werepig) • Rock LobsterSnurtleSlurtleSmallish TallbirdSplumonkey
(BuzzardCatcoonMoslingVolt Goat Reign of Giants icon) (Blue WhaleBottlenose BallphinPrime ApeWater BeefaloWildbore Shipwrecked icon) (Elder MandrakeHippopotamooseMantPikoPlatapinePog Hamlet icon) (GnarwailSaladmanderSkittersquid Don't Starve Together icon)
Passive Animals Baby BeefaloButterflyChesterCrowGobblerMandrakeRabbit (Beardling) • RedbirdSmallbirdSnowbird
(Glommer Reign of Giants icon) (Moleworm Reign of Giants iconHamlet icon) (CormorantCrabbit (Beardling) • DogfishDoydoyFishermermJellyfishPackim BaggimsParrot PirateRainbow JellyfishSeagullSealSharkittenWobster Shipwrecked icon) (ParrotToucan Shipwrecked iconHamlet icon) (Dung BeetleKingfisherPangoldenParrot (Blue)PeagawkPigeonRo BinThunderbird Hamlet icon) (CanaryCarratExtra-Adorable LavaeGrass GekkoHutchMoon MothNo-Eyed DeerPuffinWoven Shadow Don't Starve Together icon)
Traders Pig King
(Yaarctopus Shipwrecked icon) (BankerBeauticianCollectorEruditeFarmerFloristHatmakerHunterMinerMayor TrufflestonPig QueenProfessorShopkeepUsherWorker Hamlet icon) (Antlion Don't Starve Together icon)
Other AbigailCharlieMaxwell
(BFBMaxameleon Hamlet icon) (BernieCrittersGestaltWoby Don't Starve Together icon)
The Forge Don't Starve Together icon Battlemaster PugnaBoarillaCrocommanderGrand Forge BoarriorInfernal SwineclopsMagma GolemPit PigRhinocebroScorpeonSnortoise
The Gorge Don't Starve Together icon BillyMumsyOld BeefaloPebble CrabPigeonPiptonSammySwamp PigSwamp Pig Elder
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