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The Protagonist
The playable character who wants to meet up with his high school friend, Larry, and is willing to track him throughout the entire town of Middlewood to do so.
- Do Not Taunt Cthulhu: Furious that the player has been following him the entire time, and unsuccessfully tried to end his menace to the public, Willy brings them down from the safety of their Isometric Projection, dumping them in the Urban Hellscape of Middlewood, before killing them.
- The Hunter Becomes the Hunted: The final stage has the player, who had been finding "Larry" over and over again, pulled from their top-down perspective and into the streets. Then "Larry", knife in hand, Finds YOU.
- Nice Job Breaking It, Hero: The player's talent of hounding Larry everywhere draws the attention of the sinister man who's also after him. The sinister man after making an An Offer You Can't Refuse makes it clear he wants Larry dead. This is because the real Larry is in fact, already dead, and his face is being worn by the mass murderer, Willy Mack. What is disturbing is, the player doesn't know that yet, and is simply more than happy to hunt down his old friend from high school.
- Spanner in the Works: Willy Mack might have been able to continue posing as Larry indefinitely if not for the player showing up, who's known the real Larry since high school and keeps being able to find him. Not that it matters since he kills the player in the end.
- Stalker without a Crush: After finding Larry the first few times, he asks if you're intentionally following him, and calls the player a stalker while threatening to call the police.
- Unwitting Instigator of Doom: The protagonist is just some guy who first finds Larry in what is implied to be minutes after Willy had murdered the real one, disposed of his body and stolen his identity. He then keeps following Larry around seemingly out of confusion that his old friend is acting like a stranger, leading to a futile chain of events where a vigilante leading a troop of them forces him to hunt Larry down and reveal the truth, only for Willy to kill everyone including the protagonist and get away with everything.
Larry
The title character who the protagonist wants to find.
- Dead All Along: Larry, whom you have supposedly been tracking down the entire game, was the victim of a Kill and Replace by Willy Mack before the game even started.
- Loved by All: Larry, as evidenced by the front page of the Middlewood Times shown to the player by the man chasing after him that calls Larry "Popular" and a "Nice Guy" who's been given a medal by the mayor of Middlewood for his many acts of kindness. The man also knows that such a disguise would be perfect for a deadly Serial Killer.
- Impersonation-Exclusive Character: The real Larry was murdered by Willy Mack, who impersonates him throughout the game; the only hint we see of the real Larry is a picture of him receiving a medal for his good deeds in Middlewood.
The Hooded Man
A mysterious and sinister man who leads a shadowy gang out to find Larry. He forces the protagonist to help him under threat of death. He is actually the leader of a gang of vigilantes out to hunt down Willy Mack for his murders.
- Anti-Hero: Even though he is trying to hunt down a Serial Killer, he is still willing to threaten and extort the protagonist into helping him find his target, and he is not exactly friendly or personable.
- Cruel and Unusual Death: When Willy is finally cornered by the man and his militia, the man finds out that Willy is more dangerous than he thought, as the brutal killer murders every last one before brutally cutting the man’s head in half.
- Dark Is Not Evil: The sinister man in sunglasses and the shadowy figures accompanying him initially appear antagonistic, as they stalk Larry through the levels and he's obviously afraid of them. In his first actual appearance, the man in the sunglasses strongarms the player into keeping up his search for Larry, implying he'll hurt you if you stop. In the end he turns out to be a Vigilante Man on the hunt for the Serial Killer that stole Larry's identity.
- Disc-One Final Boss: He is initially made out to be a sinister crime boss who killed Larry’s family and is forcing the player to help him find Larry to finish the job. The penultimate level reveals that he is actually leading a Vigilante Militia after Willy Mack, who killed and is posing as Larry.
- Evil Laugh: He lets out one when first meeting the protagonist and promptly threatening their life to make them help him track down Larry, or rather Willy Mack, despite being an anti-heroic vigilante.
- Good All Along: He initially seems to be the Big Bad leading a sinister gang in trying to kill Larry and extorting the protagonist into helping, but he is revealed to be the leader of a Vigilante Militia who is hunting down Serial Killer Willy Mack, and only goes outside the law because the law has proven utterly useless in protecting Middlewood from his rampage.
- In the Hood: He wears a hood and Sinister Shades that make him look dangerous and untrustworthy, so The Reveal of him being a vigilante out to take down a Serial Killer is more surprising.
- Mysterious Past: It's unclear who the sinister man is even when it's revealed he was Good All Along and hunting down Willy who was disguising himself as Larry. All we know is he's dedicated half his life to hunting the maniac serial killer down.
- Poor Communication Kills: One has to wonder why he didn’t explain everything to the player when he first met them, since he knew all about Willy’s spree and had no reason to hide what he could do.
- Sinister Shades: He wears this along with a black hood, making him look like a no-good criminal who extorts you into helping him hunt down Larry before he is revealed to be Good All Along.
- Stalker without a Crush: The ringleader of the Vigilante Militia has been trailing behind Willy (in all his aliases) for years, but the bastard always managed to give him the slip. The player's skills in finding "Larry" does not go unnoticed by the mysterious man.
- Vigilante Militia: It's revealed in the ending that the sinister hooded man and his associates are vigilantes hunting Willy Mack, the infamous Serial Killer, for many years. The man described the day the cops arrested Willy as the worst of his life, since he couldn't exact revenge upon the murderer for his crimes.
Willy Mack
A serial killer who murdered 17 people in the past before being arrested. He is actually the true identity of the “Larry” in the game who murdered the real one after escaping his prison vehicle.
- Achilles' Heel: Willy Mack may have been able to evade everyone else that's been after him for years, but he's unable to hide from the player for long. Unfortunately, Willy is also a One-Man Army willing to take them and his other pursuers out in the end.
- Ambiguously Human: Something is seriously off about the killer Willy, possessing super speed to outrun pistol bullets, surviving being shot by a 50 cal sniper rifle and falling off a high-rise apartment building. He slices the sinister man's head in half with inhuman strength, then goes after you, the player, smashing his head through the looking glass with a twitching, demonic face.
- Ax-Crazy: Once he's finally cornered and his true identity revealed, Willy Mack laughs, pulls out a knife, and slaughters all of the armed men after him, most notably stabbing the ringleader in the head so many times that it vertically splits into two pieces.
- The Bad Guy Wins: Willy Mack gets away in the end, after killing all of the vigilantes after him and the player, and stealing the player's face, presumably containing to hide until the next time he can kill someone.
- Big Bad: The real one, as the Serial Killer who pulled a Kill and Replace on Larry and whom the vigilantes are hunting down.
- Character Tic: Or rather, a lack of one - one of your best clues for finding him in a crowd is that he's the only character not bobbing up and down.
- Copycat Mockery: After slaughtering the vigilante group after him, Willy Mack takes a moment to mock the player's opening monologue of being Larry's high school friend because it led to his cover being blown.
- Corrupted Character Copy: Presumably, Willy is intended to be a copy of Waldo. But whereas Waldo is a nice and polite fellow who encourages the reader to search for him and his friends, Willy is a monstrous murderer who flays off people's faces, progressively demands the player stop searching for him, and eventually kills them after losing his patience.
- Crocodile Tears: When you find Larry hiding in the trash, he is profunding tearing up, and begging the player not to let the sinister men find him. But as it turns out, he isn't Larry at all, but rather Willy Mack who was pretending to be upset so he could gain the player's trust.
- Death By Falling: Subverted. After being shot by the player, Larry looks at his wound before accidentally tripping and falling off the abandoned building. However, he survives, because he isn't Larry... or possibly even human.
- The Dog Was the Mastermind: Wanted Posters for Willy Mack with his face on them appear in sudden shifts to crime scenes on some stages before you see him in-person in the climax and he is revealed as the real Big Bad who murdered Larry.
- Didn't Think This Through: Willy Mack killing and disguising himself as Larry was an incredibly stupid move when trying to lay low, as Larry's a very popular resident of Middlewood. The player, who knew him from high school, keeps tracking him wherever he goes, which does not go unnoticed by the sinister man who's also trailing Willy.
- Expy: In addition to being a Corrupted Character Copy of Waldo, Willy also borrows elements from Leatherface, being a murderer who enjoys wearing the faces of the people he kills- although Willy is far more violent and competent than any version of Leatherface could hope to be.
- Evil Laugh: Once he decides to drop the facade and reveal his true self, he lets out a creepy, slowed-down one before murdering the Vigilante Militia. He also gives one in text when confronting the player.
- Faking the Dead: Willy Mack was presumed dead after a prisoner transport vehicle crashed and burst into flames. The truth is that he faked his death and is still alive, after stealing Larry's face and identity.
- False Innocence Trick: As the player uncovers Larry hiding in a trashcan, the man begs them not to give him up to the shadowy group chasing him. When the ending shows what the maniac is capable of when his true identity (Willy) is revealed, it's very much a case of the madman either lying convincingly or believing he really was Larry.
- Loves the Sound of Screaming: Just before he murders you, he wonders aloud if you’ll "scream as much as (Larry) did”.
- Kill and Replace: Larry, who's been honored by the town of Middlewood for doing good deeds, turns out to have been killed and his face used as a disguise by the town's most notorious killer.
- Made of Iron: Willy Mack somehow survives being shot with a sniper rifle and falling off a building.
- Muscles Are Meaningless: Posing as Larry, Willy Mack is an unsuspecting, unimposing, small bald man who doesn't look at all threatening. He's more than capable of hacking his way through a group of vigilantes out for revenge for his past killing sprees. No one, not even the player, is able to stop him.
- Nightmare Face: Unmasked, Willy the Laughing Mad serial killer, is utterly terrifying.
- One-Man Army: Once cornered, Willy Mack effortlessly slaughters the entire vigilante group surrounding him, one of which is brandishing a gun. One wonders why he felt the need to hide from them in the first place.
- Psycho Knife Nut: He is a Serial Killer who attacks and murders the Vigilante Militia after him with a knife.
- Rage Breaking Point: Through the later points of the game, he was clearly not taking kindly of the player following him around everywhere he goes. However, this finally comes to a breaking point once the player works with the vigilante man and shoots Willy off the building leading to him calling the player a bastard in the process. He reveals himself as the infamous serial killer and proceeds to violently kill the vigilante man and then the player taking their face for himself in the process.
- Serial Killer: He committed seventeen murders and mutilations between 1996 and 1999. Upon escaping the prison vehicle, he then kills Larry to take his face, and is implied to kill a few more people in some levels before finally murdering the Vigilante Militia after him and then the protagonist.
- Would You Like to Hear How They Died?: Willy confronts the player in the ending, wondering if they'll scream as much as the real Larry did when they butchered his face and mutilated his body.
