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    The Archivist 

The Archivist

The player character, who's come to Araneareum to kill Choo-Choo Charles.


  • Badass Normal: Let's face it, you'd have to be crazy good to do what this guy does and go to hunt a demonic spider-train.
  • Boring, but Practical: The flamethrower. It's not the fanciest weapon on the market, but it can effectively keep Charles off your back long enough to keep him from eating you alive.
  • Bottomless Magazines: Your weapons never run out of ammo, but they can overheat if used too long.
  • Collector of the Strange: He runs a museum that's host to a strange assortment of creatures, and is trying to kill Charles to add to the collection.
  • Cool Train: The Archivist gets one to take on Charles, being a rickety old steam engine with a gun that he upgrades to be faster and tougher, made to handle more efficient weapons.
  • Death Is a Slap on the Wrist: Dying won't do much to you aside from losing some scraps and sending you back to your train. At worst, you lose progress while hunting for the eggs.
  • Duel to the Death: Your intention is to invoke this trope to finally kill Charles.
  • Only Known by Their Nickname: The character is only called "The Archivist", and nobody bothers to ask what it really is.
  • Schmuck Bait: Blowing the whistle on your train is a good way to get Charles chasing after you. That said, you could exploit this to get him off your back for a bit.
  • The Silent Bob: It's safe to say that the Archivist doesn't say much in the game. Kinda makes it a bit awkward when he's addressing Paul, since he never tells the lad that his father was eaten by Charles.

Citizens of Aranearum

    Eugene 

Eugene

A resident of Araneareum, and an old friend of the Archivist, who's called him up with an offer to hunt down Charles.


  • Breakout Character: Sort of. After Charles, Eugene is the second most recognized character from the game and this due to his death in the claws of Charles and other stuffs that involves numerous YouTubers trying to keep him alive through the use of mods or by exploiting glitches in the code.
  • Eaten Alive: He's killed by Charles early in the game, half eaten by the spider-train.
  • Half the Man He Used to Be: Charles munches down his lower half, and he dies from his injuries.
  • Sacrificial Lion: He's the first victim of Charles in the game to set the stakes of how dangerous the creature is.
  • Small Role, Big Impact: Despite dying early on, he sets things in motion for the Archivist to finally kill Charles.

    Paul 

Paul

A resident of Araneareum and Eugene's son.


    The Dirty Countryman 

The Dirty Countryman

A resident of Araneareum who's long given up hope that Charles can finally be destroyed.


  • The Eeyore: It's clear that he thinks you're just plain crazy to take on Charles, since the monster has been roaming around the island for way too long.

    Sgt. Flint 

Sgt. Flint

A resident of Aranearum who has been trying to develop a new form of home defense against Charles in his fort at the southern corner of the island.


  • Character Catchphrase: "Shoot, dang!"
  • Didn't Think This Through: Flint's flamethrower works just fine, but he thought it would be a great idea to test it out while inside his very much flammable wooden workshop. Needless to say, you meet him in front of his burning shed.
  • Meaningful Name: He is named after flintstone, a type of quartz typically used to light fires. He's also the guy you get the flamthrower weapon from, after you put out the fire he accidentally started.

    The Pickle Lady 

The Pickle Lady

A resident of Araneareum who loves pickles.


    Daryl 

Daryl

A resident of Araneareum.


  • Jerk with a Heart of Gold: Despite giving you a lot of attitude in your first meeting, Daryl does give you lock picks to help you get something he needs for a mission, and even lets you keep them afterward. He gives you scraps afterwards, and says you've earned his respect.

    Sasha 

Sasha

A resident of Araneareum.


  • Shout-Out: Her mission is one to Slender, which entails you to find eight drawings while being chased by a ghost.

    Ronny 

Ronny

A resident of Araneareum who wants you to climb some towers to retrieve his working contract with Warren.


Antagonists

    Charles 

Choo-Choo Charles

The eponymous lead of the game, he is a demonic, man-eating spider train who terrorizes the island of Aranereum.


  • Advancing Boss of Doom: His MO in the game is to chase after your train and tear it apart to eat you. Do enough damage to him without your train getting destroyed, he'll whimper off and go hide. Fail, and you're his next meal.
  • Alliterative Name: Choo-Choo Charles.
  • Ambiguous Gender: Though he's referred to by male pronouns, he is capable of laying eggs like females. That said, he was named because "Charles" was on the side of his body.
  • Antagonist Title: The game is named after him, though In-Universe, he's indirectly named after Warren Charles III.
  • Attack Its Weak Point: Charles is mostly made out of metal, but his face is pure flesh. Aim there to do more damage when he's chasing you.
  • Bathos: Yes, Charles is an admitted riff on Thomas the Tank Engine, but he's damn terrifying, and will eat you when given the chance.
  • Big Bad Ensemble: He's the reason why you were called to the island in the first place and the most persistent threat throughout the game, though the resident cult and a few smaller monsters are also causing trouble.
  • Big Creepy-Crawlies: Charles is a a giant, man-eating spider train, and has the spider legs to befit that description.
  • Boom, Headshot!: Again, taking out Charles the fastest involves hitting him in the face.
  • Bring It: The only way to defeat Charles is to challenge him to a Duel to the Death. This can only happen when you activate the prism, turning him into Hell Charles.
  • The Computer Is a Cheating Bastard: Even in cutscenes, it's possible for Charles to still kill you.
  • Cool Train: A terrifying one with spider legs, but still cool.
  • Corrupted Character Copy: He's one of the eponymous lead of Thomas & Friends, being a sentient steam locomotive with a white-colored, humanoid face that lives on an island and doesn't need a driver (though Thomas' need to have one has been pretty inconsistent). But while Thomas is blue, friendly, and a big help to his friends, Charles is red and a murderous man-eater who terrorizes the people around him.
  • Cowardly Boss: Though he's the main threat to the game, Charles will turn and run if his health is low enough. He'll only stay if you challenge him to a Duel to the Death.
  • Did You Just Punch Out Cthulhu?: The player's goal is to kill Charles, and he is hurt a lot during his pursuit of them. He winds up biting it at the end.
  • Disney Villain Death: The player detonates the bridge Charles is walking on, and he falls to his death on an improvised spike, face first.
  • The Dreaded: His reign of terror on Aranereum is so bad, everyone rightly fears when he shows up. Some folks are trying to take him down, but he's no walk in the park.
  • Dug Too Deep: Charles became a threat in the first place because Warren's mining company accidentally excavated the eggs that gave rise to the monster.
  • Evil Is Not a Toy: Warren Charles III's cult has tried to control the monster, but Charles himself cannot be controlled in any way.
  • Expy: He's an evil version of Thomas the Tank Engine.
  • Fluffy the Terrible: A demonic, man-eating spider train he may be, Charles is a pretty mundane name.
  • Fury-Fueled Foolishness: If challenged to a battle to the death, Charles will not whimper away when his health is low, or avoid the unstable bridge he so greatly fears.
  • Giant Spider: Or at least, a steam locomotive that's part giant spider.
  • The Heavy: Charles is not the only danger to you on Aranearum, but he is by far the most dangerous and the story revolves around taking him down.
  • Hell Is That Noise: Charles' whistle. If you hear it, run.
  • Horrifying the Horror: There's apparently only one thing in this game that Charles fears, and it's called Gus the Bus.
  • I'm a Humanitarian: If the description wasn't obvious enough, Charles feasts on the flesh of humans. Two of his unlucky victims were Eugene and Warren Charles III.
  • Impaled with Extreme Prejudice: Charles' reign of terror finally ends when a series of explosives takes out the bridge he so fears. But the explosions don't kill him so much as falling face-first onto the now extremely sharp bridge support pillar, stabbing him right where it hurts.
  • Invincible Boogeyman: Downplayed. You can't kill Charles if you're outside your train or not indoors, since he'll just eat you alive, but you can hurt him while you're in your train. The main goal of the game is to get him into a Duel to the Death to finally take him down for good.
  • Just Train Wrong: Justified. Charles does not use the rails, needs no driver, and possesses a level of sentience thanks to his body being a spider occupying the shell of a steam engine. And it's all played for pure horror.
  • Know When to Fold 'Em: Get his health low enough, Charles will eventually skitter away to recover. When you activate the prism to force him into the final battle, he enters into a murderous frenzy and loses in the end.
  • Made of Iron: Since he is part steam locomotive, he is durable, but he's far from invincible. Hitting him in his non-metallic face is a good way to chip him down.
  • Mechanical Abomination: He's part train, part spider, all man eater, and a horrid creature of nightmares that consumes all in his path. Whatever and wherever he truly came from is unknown, but it still frightens the mind to make one wonder about his origins...
  • More Teeth than the Osmond Family: He's got a big chunk of chompers ready to consume anyone unlucky enough to be in his path.
  • Mother of a Thousand Young: The Stinger reveals that Charles has apparently laid thousands of eggs, and they're all ready to hatch.
  • Mythical Motifs: Charles brings to mind the Oboroguruma Yokai from Japanese folklore, as they are both vehicles bearing faces on their fronts who only come out at night.
  • Named After Somebody Famous: In-Universe, he's indirectly named after Warren Charles III, since that spider merged with a steam locomotive belonging to his company, and it so happened to bear his name on the sides.
  • Ninja Pirate Robot Zombie: Charles is a demonic, man-eating spider train.
  • Nothing Is Scarier: The only time you hear any music playing is when Charles shows up.
  • One-Winged Angel: Activating the prism causes Charles to turn into "Hell Charles", giving him longer spider legs with sharper points.
  • Properly Paranoid: For whatever reason, Charles will not approach the bridge. This turns out to be a good thing for him, as when he turns into Hell Charles and chases the protagonist to the bridge, it's detonated and he falls off, being impaled on one of the support pillars.
  • Red and Black and Evil All Over: Charles definitely qualifies, since he has red and black paint, and is a man-eating spider train who will devour all in his path.
  • Red Is Violent: Charles is a red-painted spider train who eats humans.
  • Roaming Enemy: Charles wanders all over the map, so he can pop up out of nowhere and attack you at any time while you are above ground.
  • Slasher Smile: Charles has a big old, violent grin across his face as he hunts you down. He loses it when he falls to his death.
  • Sliding Scale of Gameplay and Story Integration: According to Paul, Charles will avoid the bridge at all costs, and won't chase you if you go across it. As Hell Charles, he has no such compulsions.
  • Spikes of Villainy: His spider legs get bigger and longer when he turns into Hell Charles.
  • Tactical Withdrawal: Once his health is low enough, Charles will run off to lick his wounds and leave you alone. That's part of the problem for the player, since they need to kill him. He will also immediately break off the chase if you drive onto the large wooden bridge, since he knows going onto it is dangerous.
  • Tom the Dark Lord: Yeah, Charles isn't what one would call the scariest name for an evil spider train.
  • Uncanny Valley: Played for sheer horror. His humanoid face is terrifying, his teeth are razor sharp, and he devours humans for breakfast while he skitters around the island like a spider.
  • Villain Teleportation: Upon turning into Hell Charles, he can teleport himself and the Archivist's train all over the island (though fortunately for the player, their train always stays on the rails). This winds up being Charles' undoing, since he teleports the two to the bridge he so fears, and it's destroyed to send him to his death.
  • Why Did It Have to Be Snakes?: He fears only two things: the bridge on the island, and something called Gus the Bus.

    Warren Charles III 

Warren Charles III

A prominent businessman who leads the Mob. It was he who indirectly inspired the name of the lead monster.


  • Big Bad Ensemble: Alongside the titular monster, as while Charles is the more direct threat to the island, Warren leads the cultists that make dealing with the beast more troublesome than necessary.
  • Big Bad Wannabe: That said, while his cult is most certainly dangerous, Warren is completely powerless to do anything against Charles beyond hiding his eggs, as shown when Charles swiftly devours him right before the final battle.
  • Corrupted Character Copy: In the same way that Charles is one of Thomas The Tank Engine, it's safe to say that Warren Charles III is one of Thomas' boss, Sir Topham Hatt. Both are prominent business owners on a island that wear a big top hat, but Hatt is normally a Reasonable Authority Figure who cares for the well-being of his engines and the people living on Sodor (unless one of the former is misbehaving, in which case he'll lay down the law), while Charles III has let Araneareum fall to the mercy of a demonic, man-eating spider train while keeping the rest of the populous under his thumb.
  • Eaten Alive: He's devoured by Hell Charles during the final battle.
  • The Quisling: What he might be in the game. Having nearly witnessed Charles turning into Hell Charles, he hid the eggs around the island to prevent it from happening again. That said, he still lets Charles roam free and evacuated the villagers, not to mention he still runs the island like a dictatorship.
  • Unwitting Instigator of Doom: The only reason Charles is running about on the island is because Warren Charles' mining company unearthed the eggs where Charles hatched, causing him to merge with one of the company's locomotives.
  • Well-Intentioned Extremist: He might be this, considering his goal is to prevent the rise of Hell Charles, even if he still lets the monster roam free on the island.
  • You Fool!: Says this verbatim when you activate the prism.

    The Mob 

The Mob

A group of residents working for Warren Charles III, who have devoted themselves to worshipping Choo-Choo Charles.


  • Lured into a Trap: It's possible to take them out permanently if you can lure them towards your train. Once they're in your line of sight, open fire (or run them over), and they're out of the picture.
  • Malevolent Masked Men: They're part of a cult that worships Charles, and wear blood-red and white masks with the intent of killing anyone who stands in their way.
  • Oh, Crap!: They will begin to scream and run away in terror whenever Charles gets near them.
  • Optional Stealth: You're not required to sneak around the cultists, since they can either be run past with good timing, or just lured towards your train and gunned down.
  • Religion of Evil: They're a cult that worships Charles, and sacrifices anyone they run into to the spider-train.
  • Shotguns Are Just Better: They are armed with shotguns and more than willing to shoot you on sight. Their damage output isn't too bad if you can make some distance, but they can easily kill you in two hits if they get close.

    Barry 

Barry

A swamp monster who terrorizes the island's swamplands.


  • Expy: Of the Kaernk from Amnesia: The Dark Descent, as both games require you to avoid being eaten by a water creature.
  • One-Hit Kill: If he grabs you, it's game over for you.
  • Swamp Monster: He hides in Araneareum's swamps to await for his pray, and gobbles up anyone who gets unlucky enough to wander into his path.

    Boulder Field Ghost 

Ghost of the Boulder Field

A mysterious specter who haunts the boulder field in the middle of the island. Its arrival is marked by the sudden appearance of sixteen pages, which have to be collected and burned to make it disappear. Sasha collected eight by the time you get to the island, so it's up to you to gather the rest.


  • Harmless Villain: In spite of its threatening appearance and the disturbing screaming that can be heard when it gets close, the ghost is incapable of actually harming the player. All it does is teleport the player outside of the boulder field if it catches them, not even doing damage in the process, which is only dangerous if Charles decides to show up.
  • Interface Screw: Letting it get too close to you will cause the screen to go grey and get covered in camera static.
  • Shout-Out: The quest you encounter it in is a rather blatant one to Slender: The Eight Pages, complete with eight pages you need to collect while an invincible monster that causes Interface Screw hunts you down.
  • The Spook: Unlike Charles and Barry, which are simply monsters native to Aranearum, there is no explanation for who or what this entity is or where it came from. It just showed up one day.

    Gus the Bus (Spoilers) 

Gus the Bus

An unseen character whom Charles apparently fears.



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