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Coffin Company | Allies: (A-H | I-Q | R-Z) | Administration
Antagonists: Counterside | Normalside
Other: ADCs and Nations | NPCs

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Six Wings (Unmarked Spoilers)

    In general 
https://static.tvtropes.org/pmwiki/pub/images/sixwings.PNG
Left to right: Lee Jisoo, Na Yubin, Amy Strickland
A mysterious organization with even more mysterious goals that operates from the shadows. Like the CEO, however, they have rather personal stakes in the events surrounding the Qliphoth Game.
  • Mechanically Unusual Fighter: All of them function very differently from the norm for their class.
    • Yubin is a Defender with a purely offensive ability set, with his only real form of damage mitigation being high Evasion.
    • Jisoo is a tanky frontline Supporter that specializes in blocking buffs and healing rather than granting them.
    • Amy is a Sniper that fights at close range, and is good at pulling distant enemies in rather than keeping her distance.
  • Villain Episode: In Episode 3 and Episode 11.

    "Six Wings" 

Na Yubin / "Six Wings"

https://static.tvtropes.org/pmwiki/pub/images/60110_628496416.png
I can't believe it's the Antagonist skin (alternate Na Yubin)
Voiced by: KR: Choi Seunghoon / Park Ji-yoon (Antagonist skin) JP: Kōki Uchiyama / Sachika Misawa (Antagonist skin)
Type: Counter
Role: Defender
Rarity: ASSR
"Long time, no see, Administrator. Please don't tell Sooyeon that I've joined you."
Former Deputy Captain of the Old Administration's Fenrir Division, and a former apprentice of Hilde's. After Hilde seemingly abandoned him and Lee Sooyeon in the Qliphoth Game twenty years ago, Na Yubin created his own faction, the Six Wings, in order to save the world.
  • Affably Evil: Behind his polite and friendly demeanor is someone who's willing to restart the Qliphoth Game and assist the Replacers, although according to Hilde he was actually messing with them. However, he does genuinely believe he's doing the right thing for the world, and is nothing but honest toward the Administrator when acquired as a unit.
  • Armor-Piercing Response: In Episode 7, he's surprised that Hilde emphasizes not hurting Shiyoon by damaging the Dragonoid, as he's more or less believed that Hilde would always choose saving the world over saving one person.
  • Broken Pedestal: Despite his Affably Evil nature, he constantly reminds Hilde of the moment she abandoned him and Lee Sooyeon.
  • The Chosen One: In "End of the Maze", Frederick Doma and Rosaria le Friede call him "the Antagonist, the adversary of this world", which gives context to the Antagonist Gear equipment.
  • Chronic Backstabbing Disorder: In Episode 2, the girl in Mina's Mental World notes how Na Yubin is "fundamentally unable to belong to any group", with neither those around him nor himself realising itnote . It shows in his aggressive fighting style and his constantly shifting loyalties through the second main arc, where he (figuratively and literally) stabs Nehemoth in the back.
  • Clark Kenting: His civilian guise is as a customer service representative at a city hall.
  • Dark Messiah: His method of trying to save the world involves letting a good chunk of it get destroyed and letting the rest sort things out, but he does believe it will work out in the end.
  • Difficult, but Awesome: He's a very strong Defender who's capable of holding the frontline, but none of his skills are designed to support his longevity on the field. The nature of his enhanced attack will also frequently push him deeper into the enemy's backline and away from your healers, meaning he's relying primarily on his Evasion to avoid damage. As a result, many players strongly advise giving him very specific high-end gear to keep him sturdy.
  • Distaff Counterpart: His "I can't believe it's the Antagonist" skin is a female version of him from another world, a similar case to Karin Wong and Joo Shiyoung.
  • Due to the Dead: At the end of Episode 3, he swears to the now-deceased Replacer Bishop/Shin Narae that he'll never forget her for contributing to his plan.
  • Enemy Mine: He teams up with Hilde and Sooyeon in Episode 7 to rescue Shiyoon from Arcadena due to Clareth breaking the agreement they had.
  • Evil Counterpart: He has a fair number of simliarities to Joo Shiyoon. Both are apprentices to Hilde (former, in Yubin's case) and share similar features (both being Pretty Boys with a tall physique, dark hair, and blue eyes) and personalities. However, while Yubin decided to take things into his own hands after Hilde's disappearance during the Administration Failure, Shiyoon remains devoted to Hilde and, by extension, Coffin Company and the Administration. Their Awakened forms also have contrasting kits that both run contrary to their assigned roles: Shiyoon is a defensive Striker that can parry enemy attacks and skills, while Yubin is an aggressive Defender that shreds enemy Towers and barriers.
  • Good Old Fisticuffs: He still carries an Administration Pulse Blaster (how he manages to conceal it on his person is not addressed), but he primarily fights using his bare hands.
  • Mirror Character: To the Administrator. He and the Administrator have the same goals of saving the world, but while the Administrator is bent on getting the best possible outcome to save everyone in spite of his moral ambiguity and hides behind Machine G.A.P. most of the time, Yubin is willing to take actions that make him look openly villainous, makes no attempt to hide his identity, and is willing to make large sacrifices to further his goals. He even tells the Administrator that they are the only people who truly understand each other.
  • Older Than He Looks: He seems to have barely aged in the twenty years after the Administration Failure.
  • A Pupil of Mine Until He Turned to Evil: Once Hilde's apprentice, he became one of the main villains of the setting in her absence.
  • The Starscream: As a unit, he's very clear about his intentions to eventually turn against the Administrator due to their differing ideals, even though he is willing to work together for the time being. Fortunately, you never have to worry about this actually happening in-game.
  • Satanic Archetype: He is an Antagonist who is meant to save the world, but the second main arc shows him colluding with Demon Lords. He also uses the Power of the Void and fire and has six fiery wings.
  • Suspiciously Specific Denial: He tells Hilde that he really doesn't hold a grudge over her abandoning him and Sooyeon during the Administration Failure, but the way he keeps mentioning it during Episode 7 as well as his annoyance with how Hilde refuses to abandon Shiyoon implies otherwise.
  • Villain with Good Publicity: Many people at his representative job appreciate him and find him very responsible and respectable.
  • Well-Intentioned Extremist: He genuinely wants to save the world, but he's far more willing to use questionable and dangerous materials like the Qliphoth Factors and gave the Replacer Syndicate the means of making Replica Factors. He believes that the best way for the world to save itself is to "let it get bruised, just a bit".

    Lee Jisoo 
https://static.tvtropes.org/pmwiki/pub/images/jisoo_6.jpg
Voiced by: KR: Lee Myunghee JP:
Type: Counter
Role: Supporter
Rarity: ASSR
"I guess there's no need to hide this. I've joined your company to keep an eye on you."

  • Balance Buff: Her Passive's healing debuff was raised from 75% to 90%, her Special changes her Attack debuff to an Increased DMG Taken debuff, and her Ultimate now gives her a barrier equal to 15% of her max HP.
    • Her Alternium Reactor not only gives her HP regeneration, DMG reduction, and Status Effect resistance, but also makes enemy Strikers, Rangers, and Snipers get a Skill Haste debuff for 12 seconds when deployed while she's on the field.
  • Bodyguard Babes: She's supposed to protect and keep an eye on Na Yubin, though he doesn't particularly need it.
  • Curse: Her specialty.
  • Cute Clumsy Girl: It's supposedly part of her city worker guise to throw off suspicion, but she tends to be a bit of a klutz even when she's not trying. The loading screen comics roll with this, making her The Ditz.
  • Eyepatch of Power: Has one over her still-functional right eye. She implies that it has properties of a Godzilla Threshold, and it is not a fashion statement at all.
  • Jerkass to One: While she's definitely not the most friendly, she's outright hostile to her squadmate Amy Firstwing.
  • Master Swordswoman: In Episode 3, she fends off Hilde and Shiyoon while Yubin is alone with Mina, and is disappointed that Hilde seems weaker than she expected (which is true, since Hilde at that time was fettered by the Administrator's contract).
  • Square Race, Round Class: A high-HP Supporter who fights on the front lines and inflicts a debuff to enemy healing and skills while she's on the field.

    Firstwing 

Amy Firstwing

https://static.tvtropes.org/pmwiki/pub/images/firstwing.png
Voiced by: KR: Yoon Ayoung JP: Aoi Yūki
Type: Counter
Role: Sniper
Rarity: ASSR
"Hello, I'm Amy Strickland. Nice to meet you. I was told trouble was needed here. I may be more than you can handle."
The true identity of Amy Strickland.
  • Affably Evil: Asks nicely to forget your friendship with her and keep the relationship strictly professional when fighting her.
  • Bitch in Sheep's Clothing: As a member of the Freedom Riders, she puts on the appearance of a bubbly, friendly girl who loves to help others. She's actually a member of the near-genocidal Six Wings organization and one of Na Yubin's top lieutenants (though still more friendly than usual versions of the trope).
  • Blood Knight: One of the most bloodthirsty fighters, she says it was difficult to feign death against the Replacer Knight and not just destroy her.
  • The Hedonist: Her dialogue indicates she really is as fun-loving as her Freedom Rider persona; it's just that her idea of "fun" involves starting fights and causing mayhem.
    "I don't like the word 'moderation'. You can't enjoy everything that life has to offer just by being moderate, don't you agree?"
  • Hell-Bent for Leather: Her black leather jacket makes her look more punk-ish compared to the pink jacket she wore as a Freedom Rider.
  • Killer Yoyo: Still wields one as her primary weapon, and is much more lethal with it than in her Freedom Rider guise.
  • Mechanically Unusual Fighter:
    • Despite being classified as a Sniper, Amy is essentially a melee attacker; her "sniping" ability comes from her abilities, which allow her to reel in and execute enemies from a distance.
    • She functions as something of a Critical Hit Class despite having zero innate Crit, and therefore is unable to score crits normally. Instead, her Passive causes her basic attacks to always crit, barring a short cooldown after using her Special.
  • Morality Chain: Downplayed. Despite her short time masquerading as a Freedom Rider, she still asks how Aki and Minseo are and says they are good kids.
  • Nerf: Had one almost immediately when her Confusion effect on her Special (which causes affected enemies to turn around and attack their allies) proved too oppressive in the Gauntlet, with it being changed to instant death.
  • Punch-Clock Villain: A comic posted shows that she frequently helps people in jams or in need of small help. Doesn't change the fact that's she's actively a part of a group trying to start the Qliphoth Game.
  • Rebellious Spirit: She very much fits the "rebellious teen" archetype (though her actual age is unknown), as she loves causing trouble and fighting things, for no reason other than because she enjoys it. Her tap animation even has her flipping off the player, though the gesture is blurred out.
  • Sensible Heroes, Skimpy Villains: Her Freedom Rider outfit is among the more modest in the game (though closer inspection suggests she just threw on a pink jacket over her Firstwing outfit), but as Firstwing her outfit bares way more skin than it covers. Amusingly, she seems to find her usual outfit more fashionable than her disguise.

    The Fourth Member 

Swan

https://static.tvtropes.org/pmwiki/pub/images/60110_446596418.png
some caption text
A world-renowned actor with a mysterious aura.

She first appears in "Spring of Cypress", and she's the main antagonist of Episode 11.


  • Amnesiac Lover: Inverted and played with. While the CEO claims not to know her, she definitely knows him based on her Cryptic Conversation with Mina.
    Swan: Go back and pass my message to your boss. That, sickened chicks are bound to die quickly, no matter how much love you pour into them.
  • Black-and-Grey Morality: Unlike the other members of Six Wings whose reasons are plausible for their actions, Swan is attempting to destroy Coffin-6 to unleash Thagirion.
  • Doomed Hometown: She is an Exile who lost her world to the current Thagirion.
  • Doppelgänger Attack: Her Panorama Artifact creates constructs of people in their likeness. When fueled by the influence of the Qlipha Dimension, it can also duplicate people's powers and equipment.
  • The Dragon: The end of Episode 11 confirms that she signed a contract with Thagirion: in exchange for unsealing her and selling out the Normalside in her upcoming Qliphoth Game, Thagirion would let her claim the victorious Demon Lord's right to a wish from Tammiel.
  • Friendly Enemy: She proclaims herself a fan of the Administrator, and advises him not to trust Noelle.
    • At the end of Episode 11, she mentions how it's against her contract with Thagirion to kill the protagonists, because she wants Thagirion to start a Qliphoth Game with them.
  • Hero Killer: Episode 11 reveals that she's the one who decapitated Richard at the end of "Starry Night".
  • Offscreen Moment of Awesome: During Canary Squad's match against Grill Party, she somehow made the latter's support team disappear before Mina could take them down, as Mina finds a still-hot cup of coffee. Episode 11 implies that they were caught in her Panorama.
  • You Can't Thwart Stage One: Episode 11 is centered on her unlocking the seals keeping Thagirion from appearing in the Normalside; by the ending, she's succeeded, but did not expect Mors to reclaim her identity as Ecclesia and help Revenant delay Thagirion.

The Replacer Syndicate

    As a group 
A hidden society that plans to lead humanity into the new world.
  • Alas, Poor Villain: All the former Replacers in "For the Uncrying" end up executed by Wilbur's Strike Squad when their prepared defenses fail to stop Horizon.
  • Arc Villain: They serve as the antagonists for the story arc spanning Episodes 2 through 5.
  • Body Horror: The generic Hybrider grunts have half their body ripped out due to their half-C.O. forms.
  • Chess Motifs: The high-ranking members are named and themed after chess pieces, reflecting their relative roles. Replacer Knight is a Blood Knight and frontline leader. Replacer Bishop is a schemer who lays a trap for Yoo Mina. Replacer Queen is their strongest fighter, going out in the open. Replacer King is the leader who stays behind on the ship. Replacer Rook is kept as backup should their main force fail. And Replacer Pawn is a Hate Sink villain who was Reforged into a Minion and cloned as needed.
  • Evil Counterpart:
  • Meaningful Name / Punny Name: Their evil plan is titled Operation Terraside, which can be phonetically read as "Terracide", and their plan is to essentially turn Earth into the hellish Counterside from other dimensions.
  • Promoted to Playable: The high-ranking Replacers were originally just non-playable antagonists (and Replacer Pawn remains so), but they eventually made their playable debuts with their own banners, with Replacer Queen as an Awakened Unit and Replacer King as a Counter Pass unit.
  • So What Do We Do Now?: In "For the Uncrying", some Replacers appear as Jehuty Biotech employees, explaining that with the Syndicate dismantled at the end of Episode 5, they still need to find jobs and make money somehow.
  • We Have Reserves: Through Replacer Queen's connection with System Terraside, any high-ranking soldier in the Replacer Syndicate can be regenerated. The major flaw is that too much regeneration at once causes memory loss and neurological deficiency.
  • Well-Intentioned Extremist: Their plan is to save humanity through the use of Replacer factors so that they can live in the Counterside. That said, some of them are unapologetically evil, and their plan involves a Forced Transformation on the vast majority of living humans, even if most of them will die in the process.

    Replacer Pawn 

Jacob Finley

A former member of the US government, after a failed operation he is transformed into Replacer Pawn.

He is the main antagonist of Orca's Side Story, a major antagonist in John Mason's Side Story and Episode 2, and a minor ally in Delta Seven's Side Story.


  • Body Horror: As Replacer Pawn, he's just Jacob's upper half merged with a large slug-like C.O. with sickle-like arms.
  • Death Is Cheap: As the weakest high-ranking Replacer, he's also the most convenient to regenerate.
  • Dirty Coward: Runs away at any sign of fighting and tries to deceive Eddie's team in order to ambush them.
  • A Fate Worse Than Death: During Episode 5, he has a moment of clarity and asks the Counters in front of him to kill him so that he doesn't have to keep being regenerated.
  • Guest-Star Party Member: In "The Inheritor".
  • Hero Killer: His scheming led to Eddie Fisher's death.
  • Noodle Incident: How exactly he got caught up with the Replacer Syndicate is never revealed, but there are hints: in Episode 2, Mark Finley mentions that the previous president of Finley Hired betrayed them and joined forces with the Syndicate; in "Bullets and Thorns", a U.S. soldier identifies him as "The Traitor"; the climax of Episode 5 implies that he had a strong bond with Replacer King; and in "New Inheritor" Mark intends to court-martial him for saving his own skin instead of helping Delta Seven with a rescue mission.

    Replacer Knight 
https://static.tvtropes.org/pmwiki/pub/images/replacer_knight.png
Voiced by: KR: Lee Saebyeok JP: Ayane Sakura
Type: Counter/Replacer
Role: Defender
Rarity: SSR
"Get those puny worms out of my sight. You wouldn't like if I squashed them, would you?"
A member of the Replacer Syndicate who is a brutish and violent girl.

She is the main antagonist of Episode 2.


  • Action Initiative: Can be deployed anywhere on the field.
  • Always Accurate Attack: When deployed, she has Sure Fire for 8 seconds (which makes her attacks guaranteed to hit if her enemies don't also have Perfect Evasion). She also regains this buff on every 5th basic attack.
  • The Berserker: The muscle of the group looking for fights.
  • Blood Knight: Very violent and goes looking for fights if it's not against her orders.
  • Consummate Professional: Regenerated Knight still has her original self's bloodthirst, but she's more focused on her orders.
  • Cop Killer: Her debut scene is her showing Mark Finley the corpses of his fellow federal agents.
  • Deflector Shields: Her Special gives her a barrier equal to 30% of her HP. At Skill Level 5, the barrier can be recast if her basic attacks score a kill while it's active.
  • Hidden Depths: Despite her very heavy Blood Knight vibes, she unironically believes herself to be one of The Chosen People. It's unknown if she was aware of King's actual plan, but the climax of Episode 5 implies that his bond with her was genuine.
  • Leitmotif: KNIGHT OF TERROR
  • MacGuffin Delivery Service: Episode 5 reveals that Ian Mason hid one of the three encrypted fragments of his plan to sabotage the Replacer Syndicate inside Knight's VeriChip, and John's mission in Episode 2 was to grab that data from her (which he was able to complete when Coffin Company took her down).
    John Mason: My brother had eccentric inclinations. Perhaps he wanted to say we shouldn't even try to stop the entire organization if we weren't strong enough to defeat her.
  • Mechanically Unusual Fighter: Unlike most Defenders, Replacer Knight's playable version has forward deployment and an aggressive kit, intended to be thrown into the enemy's rear and wreak havoc instead of staying up front to protect allies.
  • No Name Given: The only one of the Replacers whose original name isn't known. Eujin's fourth Counter Case reveals that the Syndicate used to call her "AT-0195K" and gave her the title of "Chief" to exert authority over her fellow test subjects before she became Replacer Knight, implying that 'K' is either the first letter or the first syllable of her name (Eujin's is AT-0287Y, Seo Yoon's is AT-0147S, and Xiao Lin's is AT-0225X).
    • The full name of her Alternate Self Rebecca is Rebecca Catherine, implying that this is also Knight's original name.
  • Power Nullifier: Her Special removes one buff from enemies hit by it.
  • Starter Villain: She's the first officer of the Replacer Syndicate to appear in the story, and the first real boss fight the player encounters.
  • Stripperiffic: Lampshaded by Mina, who keeps referring to her as a stripper in their numerous encounters. Her regenerated clone incidentally wears a fair bit more.
  • Support Party Member: At Skill Level 5, her Passive gives enemies -150 Evasion while she's deployed. Her Ultimate also makes enemies hit by it lose 20% Attack Speed (and 50% Crit at Skill Level 5) for 12 seconds.
  • Underboobs: Her top exposes the underside of her breasts.

    Replacer Bishop 

Shin Narae

https://static.tvtropes.org/pmwiki/pub/images/replacer_bishop.png
Voiced by: KR: Lee Jihyun JP: Rie Suegara
Type: Counter/Replacer
Role: Striker
Rarity: SSR
"I don't expect a warm welcome. I don't have to introduce myself either, do I?"
A member of the Replacer Syndicate whose real identity is Shin Narae, a former classmate and friend of Mina's.

She is the main antagonist of Episode 3.


  • Big Sister Bully: She made fun of her younger brother's crush on Mina.
  • Clones Are People, Too: A big part of the story after Regenerated Bishop appears. Despite being a clone of the original and originally dismissed by Mina as a result, she and her relationship with Mina get re-developed in their own right.
  • Death Seeker: Regenerated Bishop, a clone made after Replacer Bishop, explains to Mina that Narae actually wanted to die as she couldn't actively blame Mina for the explosion or the deaths of her brother and parents, and so that she didn't have to feel Mina's pain of seeing her.
  • Fate Worse than Death: While her Replacer suit does keep her alive, it doesn't do much to keep her comfortable and she still has to endure the excruciating pain.
  • Heroic Suicide: Moved by Mina's devotion to her, Regenerated Bishop ultimately elects to turn against Replacer King and shut down System Terraside by self-terminating, reasoning that she would've mutated into a C.O. and suffered a Death of Personality anyway had the Qliphoth Factor replication been completed.
  • Hidden Depths: Some of her dialogue indicates she has a fondness for music, with "Auld Lang Syne" being a favorite of hers.
  • Leitmotif: WRONG COLOR BISHOP
  • Locked into Strangeness: Her hair was originally brown before the accident turned it pink.
  • Navel-Deep Neckline: She has a plunging neckline that shows a bit of the underside of her cleavage.
  • Ninja: Her fighting style gives off this impression, with her "Shadow Art" Passive giving her Stealth buff on deploy, her swift attacks, and her Flash Step Ultimate.
  • One-Hit Kill: Her Special can instantly defeat a non-Boss, non-Awakened enemy below 30% HP.
  • Pretty Little Headshots: When shot by Xiao Lin, Bishop's body is seen with a trickle of blood running down her face, but with her head otherwise intact. If Narae didn't have the equivalent sturdiness of a Counter, Lin's Barrett M82A1 would more likely have removed her head entirely.
  • Replacement Goldfish: Heavily discussed. Initially, Mina still sees her as Shin Narae despite everything that happened, and in spite of Bishop trying to kill her and much of her personality and memories remain in her regenerated clone. On the other hand, despite initially accepting the clone as no longer being her and the clone itself affirming that it is not the same as the original Shin Narae, Mina still tries to see parts of her old friend in Bishop and refuses to take her out.
  • Sensual Spandex: Her suit, mixed with Wolverine Claws.
  • Stealth Expert: Grants herself Stealth when deployed, giving her the ability to walk past enemies to directly attack the backline or the ship.
  • Teeth-Clenched Teamwork: Out of all the playable Replacers, Bishop is the least willing to cooperate with the CEO. Even when given a lifetime contract, she insists that it's not enough to secure her loyalty, though she softens up slightly anyway.
    "Know that I'm only here for the moment because I want something from you. I can play along if you want to be friends with me, but don't think a piece of paper like this can bind me to you."
  • This Is Unforgivable!: Hates Mina because she believes that Mina's the reason her brother died.
  • Token Good Teammate: For the Replacers. While rather vicious and hateful toward Mina, after her death it's revealed that she seemingly had no plans to actually hurt Seo Yoon, and her clone is easily the most humanized out of all the Replacer higher-ups aside from perhaps King. In-universe, it's suggested that her clone's more sentimental nature results from being the only one of them whose original self actually held a strong bond with a still-living person - namely, Mina.
  • Walking Spoiler: Little can be said about her without revealing an important part of Yoo Mina's backstory.
  • Wetware CPU: She serves as the main processing unit of System Terraside.
  • What the Hell, Hero?: She gives one to Mina under the assumption that Mina left her to die in the explosion that took out their school.
  • Wolverine Claws: She fights with clawed hands.

    Replacer Queen 

Jaina Kropel

https://static.tvtropes.org/pmwiki/pub/images/replacer_queen.png
Voiced by: KR: Yang Junghwa JP: Yui Horie
Type: Counter/Replacer
Role: Sniper
Rarity: ASSR
"This just has to do with my vested interests. You'd better not expect loyalty from me."
The second-in-command of the Replacer Syndicate, and the acting leader. She's been so diligent about eliminating spies in her organization that not much information has been released to the outside.

She is a major antagonist in Episodes 4 and 5.


  • Abusive Parents: Is referred to as a mother to her test subjects like ALT Squad.
  • Anti-Villain: Firmly a Type II, mostly doing it out of loyalty to King rather than a genuine belief in his cause.
  • Cruel to Be Kind: Xiao Lin's last Counter Case reveals that Queen shot the birds she allowed Lin to raise despite the Syndicate's rule to kill all stray animals on sight, to keep the Syndicate from disposing of Lin.
  • The Dragon: To Replacer King.
  • Foreign Fanservice: Her "Fate" skin is a sensualized version of a traditional Korean dress.
  • Healing Factor: Her Counter power. Exaggerated with her power connected to System Terraside, giving her the ability to regenerate any of the Replacers including herself. However, regenerating too fast causes Identity Loss, which results in her non-Awakened Sniper version.
  • He Knows Too Much: She's ruthless in silencing spies and defectors to prevent information leaks. She orchestrated Ian Mason's "car accident", and muses to his implied lover Jane Doe that she would've reconsidered if that would've kept Jane from leaving the Syndicate.
  • I Owe You My Life: She was saved by Dominic as a war orphan.
  • Killed Offscreen: Unlike the other Replacer commanders, her fate isn't shown; she was likely either finished off by Shiyoon in single combat or caught in the New Ohio's destruction (though it's a moot point as she ultimately recovers, albeit without her memories).
  • Leitmotif: LONG LIVE THE QUEEN
  • Pragmatic Villainy: Her acts of kindness all seem to have been means towards the success of Project Terraside.
  • Reluctant Fanservice Girl: "King's Memories" reveals that she received her Replacer outfit from Na Yubin, but not without complaint; both she and Dominic balked at the perverted design and wondered if Na Yubin intentionally made it that way.
    Na Yubin: I do admit its design is quite, err, unconventional. The maker of this piece (the CEO) has a taste which... ordinary people rarely understand.
  • Ship Sinking: Her loyalty to Replacer King is apparently platonic, according to her banter with Jane Doe in Episode 4.
    Replacer Queen: I didn't take you for the sort of girl who'd risk her life for a man.
    Jane Doe: Hahaha... Well, that's because you've never met a real man yourself.
    Replacer Queen: (Beat) Haha, perhaps you're right.
  • Undying Loyalty: To Replacer King.
  • Villainous Breakdown: In Episode 5, Hilde's appearance in her Awakened form shakes Queen up, and what subsequently breaks her is Hilde's explanation that Pseudo-Qliphoth Factors wouldn't help humanity survive and instead would hasten the world's end.
  • We Used to Be Friends: Implied. Despite her bio stating that she's ruthless with traitors, she actually offers Jane Doe a chance to surrender, even calling her "one of the good ones".
  • The Worf Effect: In Episode 5, she overwhelms Mina's team with her powers and a number of Regenerated Knights, putting even Altergressive Seo Yoon on the ropes. Then Hilde comes down in her Awakened form and crushes Queen single-handedly, establishing just how powerful Hilde is at her full strength.

    Replacer King (Unmarked Spoilers) 

Dominic King Reginald

https://static.tvtropes.org/pmwiki/pub/images/replacer_king.png

https://static.tvtropes.org/pmwiki/pub/images/replacer_king_and_dominic_king_reginald_counter_side__sample_9a93ffd25744fd2c3b8916916db8d7fd.jpg
some caption text
Voiced by: KR: Ahn Myomin JP: Tomokazu Sugita
Type: Counter/Replacer
Role: Operator, Defender
Rarity: SSR (Operator), ASSR
Subtitle: Successor
Command Skill: Soldier On (Defender > Sniper > Striker)
"If I can preserve mankind, I'll give up everything I have, even myself."

The veiled leader of the Replacer Syndicate. He's been controlling his organization from behind without revealing himself. His endless psychological war with information agencies of different countries has given him the image of a demagogue or theorist. In reality, he's also a threatening combatant.

"I can shake hands with my enemies to preserve mankind." (Operator)
The leader of the Replacer Syndicate. After a believed Heroic Sacrifice, Dominic King Reginald is revealed to have faked his death, and he leads the Replacers in carrying out Project Terraside with the help of Na Yubin.

He is the main antagonist of the story arc spanning Episodes 2 through 5. For tropes related to his previous identity as Dominic King Reginald, see his entry under States of One: Delta Seven.


  • Alas, Poor Villain: He truly believes that Project Terraside would have saved humanity. After Mina defeats him within the quantum field, he laments letting Commander Antonov down and tells Mina to be ready for the battles ahead.
  • Anti-Villain: Firmly a Type III, doing his best with the belief that Project Terraside is the best solution to the Counterside.
  • Balance Buff: Removed the handicap of his Passive and gave him extended range on his basic attack. This, plus his synergy with Blue Bridge MK.2, gave him the title of "King of PVP".
  • Bald of Authority: The leader of the Replacers who has a very shiny dome, especially noticeable now that he goes hatless. Doubles as a Bald of Evil given his antagonist role.
  • Bling of War: His "Overlord at the End of the World" skin has him covered in ornate gold plating.
  • Break Them by Talking: A rare villainous example. After talking to Shiyoon, he doubles down on his plan to change humanity into C.O. hybrids and becomes one himself, acknowledging his cowardice in not putting himself before others in the first place.
  • Fate Worse than Death: According to Sysop's one-way message to him in Episode 10, he's "dying close to eternity" and will be trapped in imaginary space the moment the area's observers (Delta Seven and their allies) escape the area.
  • Fling a Light into the Future: The "King's Memories" side story reveals that a version of him from another world left a recording to congratulate whoever defeated the Nameless One. He then warns them of the Demon Lords that destroyed his world before entrusting them with Replacer Rook and the data within her, "just as the past us sent their data".
  • Heroic Sacrifice: In Episode 6, Sooyeon tells Mina that King's death has been framed as "Dominic King Reginald lost his life while infiltrating the Replacer Syndicate", so as to avoid straining relations with the public about the Replacer Incident.
  • Humanoid Abomination: Surprisingly more monstrous than the other Replacers in his Awakened form, having a majority of his body covered in scales, and what looks to be four eyes. In the actual story, he spends most of his time in a still-human form, and only breaks out his monstrous form to fight Mina.
  • Leitmotif: THE KING'S CHOICE
  • Pet the Dog: Before his climactic fight against Mina in the quantum tunnel he created, he summons illusions of the people he claims to have had a strong mental bond with (Replacer Pawn, Knight, and Queen), implying he was genuine with them from the outset.
  • Raised Hand of Survival: The epilogue of Episode 9.5 shows his arm moving.
  • Rank Scales with Asskicking: Subverted somewhat, as while capable he's just a normal Counter and Shiyoon notes that he's nothing particularly special during their fight. He undoubtedly powers up after finally becoming a hybrid, but it's unclear if it makes him stronger than Queen.
  • Redemption Equals Death: In Episode 10, he senses Delta Seven's ship by his dice in their possession, and gives the ship the last push it needs to escape imaginary space by punching it away, in turn dooming himself to an indefinite death.
    Replacer King: Go, Commander. I leave everything in your hands.
    With Jaina. The future.
    Replacer King: And even... my last moment... Like I always have.
  • Shut Up, Kirk!: He rebukes Mina's belief in Screw Destiny with anecdotes of other worlds that tried to fight against the spread of the Counterside and ultimately lost.
  • Villainous Breakdown: His unflappable confidence is ultimately broken by Replacer Bishop's choice to self-terminate, shutting down Operation Terraside for good and sending his life's work down the drain.
  • We Have Reserves: This is his approach to combat as a playable unit. Replacer King's passive grants him various buffs when any non-Mech ally dies and then replaces it with a Replacer grunt to keep up the pressure, encouraging players to throw units at the enemy and empower him when they go down.
  • Well-Intentioned Extremist: Realizing that the Counterside will eventually consume the world they live in, he plans to create a hybrid of human and C.O. so they can live in the Counterside, despite the fact that only a miniscule percentage of humanity is compatible with Pseudo-Qliphoth factors and is still susceptible to becoming middling beasts.

    Replacer Commander 
https://static.tvtropes.org/pmwiki/pub/images/60110_647569865.png
some caption text
Voiced by: -
Rarity: R
Subtitle: Follower
Command Skill: Bombard! (Defender > Ranger > Sniper)
A supporter of the Replacer Syndicate's twisted ideals who uses the knowledge and experience gained during their military days to train others systematically and strategically.
  • Ambiguous Gender: Their bio uses the plural "they".
  • Know When to Fold 'Em: Their bio mentions that some of them surrendered during battle, but most still believe that they're the chosen people.
  • The Voiceless: Has no voice actor despite having numerous lines in the main story and "For the Uncrying".

Eckhart's Society for Preternatural Research

    As a group 
https://static.tvtropes.org/pmwiki/pub/images/espr.png
some caption text
A faction of people united in their search for the Lake of Knowledge regardless of the ethics of "outlanders".
  • Blue-and-Orange Morality: To say the group fails to understand modern morality would be quite the understatement. As long as the experiments and services get them closer to the Lake of Knowledge, the better. Unfortunately, since they frequently Appeal to Tradition, it means that they mostly focus on sacrifices and rituals.
  • For Science!: Everything they do is in pursuit of knowledge, for the sake of getting closer to and completing the Lake of Knowledge.
  • Shout-Out: To the Illuminati. One of the Society's former names is even "Luminas".
  • Villain Episode: The faction is explored in "Frozen Corridors".

    Edel Meitner 
https://static.tvtropes.org/pmwiki/pub/images/edel_6.jpg
Voiced by: KR: Lee Bohee JP:
Type: Counter
Role: Sniper
Rarity: SSR
"Hah hah. Thanks for inviting us over to such a nice place. By the way, we got hungry on our way over here... Mind if we start with a feast?"
The newly appointed president of Eckhart's Society for Preternatural Research, she's an insatiable glutton.

She's one of the main characters of "Old Fear" and "Frozen Corridors", and she has a bigger role from Episode 9 onwards.
  • Adorable Abomination: She's a friendly young lady that also happens to be an eldritch Hive Mind.
  • Because You Were Nice to Me: "Frozen Corridors" shows that her Undying Loyalty to Regina started when Regina as a child met her behind a bookcase, and was more interested in her as a person rather than as the Lake of Knowledge.
  • Beware the Nice Ones: She may be polite and friendly overall, but if you hurt the people she cares about (read: Regina), you will not be safe from her wrath in any dimension. Anna MacCready and Harab both learn this the hard way.
  • Big Damn Heroes: She shows up at the end of "Great Witch's Legacy" to rescue Regina, surprisingly not in her normal form but rather in her Gha'agsheblah form.
  • Big Eater: She notes that her pets (which are part of her) tend to get hungry very easily, which on its own wouldn't be so bad except they're not very picky about what they eat. By the time Regina comes home in "Old Fear", Edel is so famished that Regina and Rivet almost end up as her next meal.
  • Evil Cannot Comprehend Good: She sees no problem with sacrificing hundreds of "Pseudo-C.O." ESPR members to revive Regina, reasoning that Regina took care of them specifically to use for something like this. It never crosses her mind that Regina was caring for her estate's residents purely out of concern for their well-being, and she fails to understand the cause of Regina's distress upon learning this. When they meet again, Regina comments about Edel being surprisingly lacking in knowledge of certain areas (such as human motivations and morality), so she gives Edel a harsh lesson on human desire by threatening to commit suicide if Edel doesn't submit, all while Edel tries to dissuade her from it.
  • Extreme Omnivore: She considers Corrupted Objects a perfectly fine snack.
  • Fluffy Tamer: In "Old Fear", she points out that Regina had contact with her pets, who left a bit of a drool trail. Regina later finds out that Edel's pets are Eldritch Abominations.
  • Guest Fighter: For the HoloMyth crossover event, Ina'nis Ninomae is playable as a skin for Edel, with her Takodachis replacing Edel's minions.
  • Humanoid Abomination: As the current keeper/the living embodiment of the Lake of Knowledge, it's not known how much of Edel is human, or if she can even be considered human. Her bio explicitly states that she's considered a Counter for the sake of administrative convenience.
  • Humanity Ensues: As she spends time with Regina MacCready. It's also one of the reasons Rosaria doesn't like her, as she finds the idea of Demon Lords protecting humanity laughable.
  • Ingesting Knowledge: As she's effectively the living will of the Lake of Knowledge, she eats not to sustain herself but to take in knowledge. That said, she does mention that eating gives her nutrients as well.
  • I Am Legion: Edel always refers to herself with the plural "we", as her pets are a part of herself.
  • Literal Split Personality: In "Frozen Corridors", she is revealed to have split herself into three significant parts (excluding the fragments she distributes to the Society's members); the first is the event's Big Bad at LAKE-4, the second attacked the President of the States of One to distract Prydwen's fleet in Episode 9, and the last one is tagging along with Serapel during Nehemoth's Qliphoth Game.
  • Mook Maker: She creates Fragments of Truth from each killed Soldier and C.O.
  • Obfuscating Stupidity: She may seem whimsical, but she's quite the schemer with great plans for Regina. She also leads the Society more actively behind Regina's back.
  • Possessing a Dead Body: According to Episode 10, Edel's human form was the previous Antagonist who she defeated.
  • Reluctant Fanservice Girl: In her summer skin, she blushes when one of the Fragments decides to rub up against her chest while she's distracted.
  • Situational Sword: Edel's damage bonus against C.O. enemies and ability to raise minions from defeated Soldiers and C.O.s means she excels in single-player content, where you're almost always fighting one of the two. Not so much in the Gauntlet, where Counters and Mechs are much more commonplace.
  • Undying Loyalty: To the Society and Regina.
  • Villainous Breakdown: During her final clash with Regina, Edel starts out assured that Regina has no power over her, as being a Demon Lord means only an Antagonist (i.e. Na Yubin) can defeat her by force. What she doesn't expect is Regina taking advantage of the one piece of leverage she has over Edel and threatening suicide, leaving her without the one person that she cares for. Edel quickly goes from trying to call her bluff, to talking her down, to bargaining and pleading with her to try and understand what she wants.

    Anna MacCready (Unmarked Spoilers for "Old Fear") 
Regina's mother, and the former president of the ESPR before Edel. Her apparent death leads to Regina returning to her home.

She is the main antagonist of "Old Fear".
  • Abusive Parents: She attempted to strangle Regina for being her heir.
  • Antagonist Title: "Old Fear" is the name of Anna's mutated form as an enemy in the event's climax.
  • Bullying a Dragon: In The Stinger, Anna tries to speak through her mutated form and mocks Edel, only to realize that Edel is the Lake of Knowledge.
  • Death Faked for You: "Old Fear" opens with Regina learning of her mom's death via Edel's letter, but Edel was actually hiding the fact that Anna ghosted her on the day of the succession ceremony. Regina never learns that the monster she, Edel, and Rivet fight in the event's climax is her still-living mother and not just a monster stealing Anna's body.
  • Evil Matriarch: It's implied that her husband married into the MacCready Family, and after he betrayed the Society she utterly hated their daughter Regina for having his "dirty, impure blood".
  • It's All About Me: She tries to remain President of the Society beyond her term limit, and also tries fusing herself into the Lake of Knowledge.
  • It Was with You All Along: Played for Horror. She has gone to great lengths to find the Lake of Knowledge, and learns that it has always been near her family since the time of her ancestor Eckhart, the Society's founder.
  • Small Name, Big Ego: She believes that she deserves to be the president over Regina. The Lake of Knowledge disagrees.
  • Til Murder Do Us Part: She devoured her husband for selling out the Society to Prydwen.
  • Unwitting Pawn: The MacCready Family's search for the Lake of Knowledge was orchestrated by the "Lake" itself.
  • You Have Outlived Your Usefulness: Anna stopped being useful to Edel when the latter considered Regina a more worthy President, and the final straw was when Anna tried to strangle Regina. Edel smugly enlightens Anna before devouring her.

    Rivet 
Voiced by: KR: Kim Garyung JP:
Type: Soldier
Role: Ranger
Rarity: SR
"Your hot iron poker has arrived! You can use it to clean the ears of people who can't hear you."
A veteran soldier who has survived many different battlefields, she's capable of handling Corrupted Objects and even Counters.

She is a supporting character in "Old Fear" and "Frozen Corridors", and she's a minor antagonist in "For the Uncrying".
  • Badass in Distress: Roy's third Counter Case reveals that she had been captured by the Replacer Syndicate longer than Roy has, but she somehow pulls out three bombs from the floor of her own cell and easily breaks them both out.
  • Bunny-Ears Lawyer: A complete and utter nutcase who follows an Eldritch Abomination for the thrill of it, but is able to survive and thrive in that environment. Heydrich even compliments her for her tenacity and compares her to Veronica.
  • Early-Bird Cameo: She first appears in Roy Burnett's third Counter Case.
  • The Friend No One Likes: The Society tolerates her at most, the normally kind Regina can't stand her and frequently makes it known, and Horizon pauses her hellbent crusade to get to Wilbur just to break all of Rivet's limbs. In her Lifetime Contract scene, she even admits to the CEO that she's a horrible person!
  • Heel–Face Revolving Door: She flips between working for the ESPR as a whole and Regina specifically, seemingly depending on her whims at the time.
  • Hidden Depths: Despite her Blood Knight actions and general Cloudcuckoolander tendencies, she admits that in order to stay alive in the Crapsack World of COUNTER:SIDE you have to accept the insanity as it comes and not be too surprised, especially when your employer is a Humanoid Abomination like Edel.
  • Ironic Name: Her Rearm gives her the prefix of "Outlander", when she's an utter anomaly to both the Society and its definition of "outlanders"!
  • Major Injury Underreaction: She remains disturbingly casual when talking to Horizon, even after Horizon breaks all four of her limbs.
  • Only Sane Woman: She claims to be the only remaining sane member of the Society. Regina doesn't see it that way, according to her talk with Shena in "For the Uncrying".
  • Pet the Dog: In Roy Burnett's third Counter Case, Rivet lets him steal the Replacer Syndicate's Artifact that she attacked him over just a moment ago, as she thinks his first mission should be a success. In exchange, she wants him to put up an exciting fight the next time they meet. She then departs after mentioning his full name.
  • Playboy Bunny: She wears this attire as a tactical advantage.
  • Show Some Leg: She plays up her sexy getup to lower her enemies' guard so that she has an easy time shooting them.
    "What's wrong with my clothes? I have to stand out, to lure rookies into wanting to challenge me."
  • Thrill Seeker: Her profile mentions that "she became a mercenary just for the thrill of it". Her Lifetime Contract scene confirms that she looks for thrills to avoid spending the day bored.

    Acolyte 
https://static.tvtropes.org/pmwiki/pub/images/60110_1541111306.png
Voiced by: KR: Choi Jungyoon JP:
Type: Soldier/C.O.
Role: Supporter
Rarity: SSR
"Ignorance is a lethal plague. Prepare and take precautions."
Researchers at the forefront of the Society who seek new knowledge, and also secret daggers to drive out ignorant people who impede the quest for knowledge.
  • Cast from Hit Points: Every third attack they deal inflicts additional damage and heals allies by a percentage of their max health, at the cost of 10% of the Acolyte's max health (though they cannot kill themselves this way).
  • The Dividual: They're deployed in groups of two.
  • Healing Shiv: They heal allies by shooting their guns through them.
  • Humanoid Abomination: They're members of the ESPR converted by the Lake of Knowledge's power to become part C.O. In their touch animation, they twitch as a tentacle pokes out from behind their mask.
  • Plague Doctor: They evoke the appearance of one with their masks and capes, and the "plague" they aim to cure is a lack of knowledge among the masses.
  • You All Look Familiar: Their outfit is a common uniform among the lower ranks of the Society; however, Acolytes are specific members who have undergone a process to become corrupted.

    The Chilling Chaser 
A hulking beast that shrugs off any and all attacks made towards it while it chases Regina.

It is a major antagonist in "Frozen Corridors".
  • Adaptational Early Appearance: The New Origin update for the Global server made it the boss of Dive Level 35, where it went unnamed; in the original Korean server, "Frozen Corridors" (as an event) was released before the New Origin update that would make previous events into permanent side stories.
  • Enemy Without: It's the manifestation of Regina's guilt for being revived by Edel through the sacrifice of 666 residents of her estate. She's able to defeat it when she fights it in the basement of her family mansion where the sacrifices were made.
  • Expy: It bears a striking resemblance to the Moon-Devouring Heterozygote from Punishing: Gray Raven (with a few more spikes).
  • Sliding Scale of Gameplay and Story Integration: In the story, it can only be defeated by Regina making peace with herself and confronting it; everything else in its way is shrugged off entirely. In-game, the Chaser's unit in "Frozen Corridors" spams a charge attack that fully heals Regina if she survives its damage but is a One-Hit Kill against everything else.

    Ann 
https://static.tvtropes.org/pmwiki/pub/images/60110_746865282.png

    Knight of the Lake 
https://static.tvtropes.org/pmwiki/pub/images/60110_358667336.png

Deans

    The Professor 
The Society's Dean of Archaeology.

He first appears in "Old Fear", he makes appearances in "Bottom of the Shade" and "Unbreakable Flowers", and he is a supporting character in "Frozen Corridors".
  • Cain and Abel: The intro text of Interlude 9 in "Frozen Corridors" implies that he had a younger sibling (emphasis on past tense). Because the original Korean script doesn't use gendered pronouns and that sibling is never mentioned anywhere else, the SEA script says it was his younger brother, while the Global script says it was his younger sister.
    I had a younger sister, one with a big age gap between us. One day, I went up to the rooftop of our house with her. When I saw the old railings, I became curious of how long my sister could hang on to them before he eventually fell.note 
  • Commonality Connection: He tells Elizabeth and Roy that he was old friends with Sir Burnett, but the two of them ended up fighting over a Fragment found in the Holy Curia (which ended up escaping). The scene ends with that Fragment implied to be active, and "Three to Three" heavily implies that its current host is Claudia Nelson.
  • The Exile: At the end of "Frozen Corridors", Regina has exiled him from the Society to be arrested by Prydwen for his role in endangering the President of the States of One.
  • No Name Given: Downplayed. Elizabeth mentions his name in the epilogue of "Frozen Corridors".
    Elizabeth: Before we escort you over, may I have a word with you, Professor James?

    Heydrich 
https://static.tvtropes.org/pmwiki/pub/images/313428023_479295684262996_3852431222199515211_n_6.jpg
some caption text
The Society's Dean of Biology.

He is an antagonist in "Frozen Corridors".


  • Evilutionary Biologist: He openly scoffs at the concept of ethics in research, viewing them as nothing but an impediment to progress, and has no qualms about conducting research on Replacer biology to create more powwrful hybrider soldiers despite the Administration placing a ban on it.
  • No Body Left Behind: Regina (who has reclaimed her powers from The Chilling Chaser) tells Heydrich to halt, and the scene ends with her using her ability. In the next scene, Rivet asks her what happened to him, and she answers that she "simply made him disappear" by halting the kinetic energy of every molecule in his body.
    Snow disperses and shines before melting under the sun.
  • You Killed My Father: In "Frozen Corridors", Agnes assumes that Heydrich's aggressiveness (rather increased aggressiveness) is because he and Regina's mother had a Will They or Won't They? romance while Regina was gone. And Anna was still alive.
  • Villain Respect: Comes to begrudgingly respect Rivet for her abilities to survive nearly impossible odds.

    Agnes Abigail 
https://static.tvtropes.org/pmwiki/pub/images/agnes_counter_side__sample_6a26c98a31d1fa0caf64403189412a95.jpg
Click to see Sweet Bunny Hunter

Voiced by: KR: Yu Bora JP:
Type: Counter
Role: Sniper
Rarity: SSR
Team: Valentinus Monastery
"Through knowledge shall we pierce through the veils of ignorance... Fu fuu. A rather boring salutation, no? Pleased to meet you, cutie."
The Society's Dean of Religion.

She is a supporting character in "Frozen Corridors".


  • Beware the Nice Ones: She's a friendly nun who likes to serve egg tarts and selects sacrifices for and Eldritch Abomination-worshipping Cult and is secretly trying to cause a civil war in the Society for some unexplained reason.
  • Gathering Steam: Can increase her ASPD via her basic attack.
  • Masquerading As the Unseen: In "Three to Three", Claudia assumes that Agnes was the ally sent by the Holy Curia, but Biblide tells her that the whereabouts of the real one, Francesca, are unknown.
  • Supreme Chef: In "Frozen Corridors" and her profile, people come and visit the abbey for non-ESPR reasons, specifically to try her egg tarts.

    Lamda Spatari 
The Society's Dean of Law.

She is an antagonist in "Frozen Corridors".


  • The Ace: Not only is she one of the highest ranking members of the Society, but she's also implied to be able to take down a Grade S Counter single-handedly.
    Agnes: There are two requirements for being the Dean of Law. One is being fluent in legal knowledge to operate internationally. And the other is to have brute strength to execute anyone. In layman's terms, one must be able to single-handedly defeat a Grade S Counter designated by the Administration. And it just happens to be that she... is the youngest person to be the Dean of Law.
    • Lambda later elaborates in her fight against Regina that the above requirements to become the Dean of Law are the bare minimum.
  • Screw the Rules, I Make Them!:
  • Sixth Ranger;?: Downplayed. While she serves as an antagonist to Regina through most of "Frozen Corridors" she decides not to stand in Regina's way when the latter desires to take the role of President.
  • You Killed My Father: She holds a grudge after her sister was sacrificed for a coward like Regina, who earlier tried to straighten out the Society without Edel present. This eases a bit after Regina decides to claim both Edel's Presidency and the Society for herself, with Lamda hoping that she can eventually take her sister's sacrifice at face value.
    Mentioned Only 
  • Young Dean
  • Old Dean
  • Dean of Architecture
  • Dean of Philosophy

The Dark Council

    As a group 
A syndicate of criminal leaders under the command of Sysop.
  • Everyone Calls Him "Barkeep": Each member of the Dark Council is known only by a descriptive name referencing what they do; their real names are unknown.
  • Legion of Doom: They all have their own goals and schemes, but they mostly cooperate under Sysop.

    Sysop 
https://static.tvtropes.org/pmwiki/pub/images/298468781_958956748306493_4852055042742808891_n_8.jpg
some caption text
The chairman of the Dark Council, he has a penchant for changing the flow of the world towards greater goals, most often through extreme measures.

He first appears in the epilogue of "Unbreakable Flowers".


  • The Chessmaster: Zigzagged. As a causality calculator, he doesn't interfere in events unless he's absolutely sure his appearance won't affect the results. At the same time, he is also the leader of the Dark Council.
  • Due to the Dead: He says that he learned this from his father.
    Sysop: If you are not going to save someone, the least you can do is remember who they were.
  • Evil Counterpart: To Sigma. Both were abandoned Terrabrain units, but while Sigma was able to get a new lease on life and find her way back to the Administrator, Sysop instead carried on with his own schemes.
  • Exact Words: In Episode 9.5, he tells the Mansion Master that his goal is to destroy Coffin Company; in the epilogue, he nonchalantly states that it was the building he wanted destroyed. She is not amused by this, thinking that he was about to let Leviathan pass through the Grand Dimension Crevice and destroy her "garden" (read: the world).
  • Hope Bringer: He ultimately strives to be this, bringing hope to everyone as good as a machine can. However, due to mechanical inclinations, he brings hope usually by causing several accidents and citywide destruction and then resolving it afterwards to give the idea of "hope". Mansion Master even claims that his idea of hope is borderline hypocritical at best and insane at worst.
  • In-Series Nickname: Machine Collector and Mansion Master call him "old soul".
  • Overly Long Name: His original name is Terrabrain Upsilon Type-001: Causal Calculator.
  • Pet the Dog: In the epilogue of "Neverland Nevermore", he offers Haven a way out of prison if he wants it. When Haven refuses since he wants to pay for his crimes properly, Sysop then offers a good lawyer instead. He even accepts Haven's request to visit him officially instead of discreetly, and calls him a "cool person". It's then revealed that Haven "took off his mask" on Sysop's advice when he was drunk the night before his fateful meeting with Sigma and Team OZ.
  • Pretty Boy: He looks almost exactly like Sigma except with short hair, making him look quite feminine as a result. Heron refuses to acknowledge his looks, though.
  • Promoted to Playable: As an operator. A Meaningful Name based on his name being short of System Operator.
  • Unknown Relative: The other members of the Dark Council are unaware that his "Father" is the Administrator. Sigma is thus also implied to be his "older sister", as her designation of 'Sigma' is the 18th letter of the Greek alphabet whereas his own designation of 'Upsilon' is the 20th letter.
  • Unseen No More: The epilogue of "Proof of Heart" shows his body and his Terrabrain unit.
  • The Voice:
    • In Epilogue 2 of "Unbreakable Flowers", he speaks but has no art.
    • In "Carnival", his phone call with Montagne reveals that he helped her locate Maestra Nequitia while Shena was distracting the Maze Division.
  • Well-Intentioned Extremist: Episode 9.5 reveals that he was fully aware of Lee Yuri and Yumi losing their parents to Yuri's Counter awakening and drifting apart, but he doesn't do more than arrange for Yuri to survive her own flames because her standoff with Yumi years later was necessary for his greater plan. He does note that his father would've intervened after hesitating until the end, but he believes that his father's soft heart is holding his father back from taking the final step.

    Machine Collector 
Voiced by: KR: Lee Jihyun JP: Marina Inoue
Type: Counter
Role: Supporter
Rarity: SSR
Team: Scavengers
"System disrupted successfully. Finally we meet, handsome. Let's be friends while I'm here."
A member of the Dark Council, and an infamous pirate in charge of the Fire Leeches.

She first appears as a major antagonist in Sigma's Side Story, using art of the masked Stinger Gunner. Her new, unique art first appears in the epilogue of "Unbreakable Flowers".


  • Arc Villain: She's the main antagonist of the second half of Sigma's Side Story.
  • Bad Boss: To her machines, frequently breaking the ones that don't reach her standards and also breaking some that do.
  • Collector of the Strange: Collects machines from other companies to use with her parasites.
  • Fanservice Pack: She was originally depicted with the character art of the masked Stinger Gunner. Her new, unique art is essentially her wearing a military coat very loosely over a bra and short shorts, and Mansion Master wonders if Machine Collector get her ragged desert uniform confiscated at the penitentiary.
  • It's All About Me: She makes it clear that her allegiances are purely for her own benefit.
    "The Scavengers? I don't belong with them, or anyone. I only use others to get what I want. That includes you."
  • Know When to Fold 'Em: After being bested in Sigma's side story, she tries to pick a fight with Seo Yoon while making her getaway, assuming Seo was just another Counter. Once Seo breaks out her Altergressive form, Machine Collector realizes she's out of her depth and surrenders.
  • No Name Given: Only known as the Machine Collector.
  • Promoted to Playable: She made her playable debut alongside the release of Dive Levels 46-50.
  • Single-Target Sexuality: In her Lifetime Contract, she says that she would've stolen the CEO a long time ago if she knew he was the person behind Machine G.A.P., as he's the first human she's wanted to own so badly. She decides to stick around instead of robbing Coffin Company blind and ditching them, mainly to see if she can control him.
    "I was just about to skip town because I'd found everything I needed. It turned out I haven't. I'm going to stay until I get it. I hope you'll remember that. I'm not asking you; I'm telling you."
  • Technopath: She can plant parasites that put machines under her control.
  • You Can't Thwart Stage One: In Dive Levels 46-50, she's the interim leader of the Scavengers until she can reactivate Evolved One, the group's true leader. Considering Evolved One is the boss of Dive Level 50, Machine Collector's pursuers (Alphatrix Innovation and the ALT Squad led by Xiao Lin, as Seo Yoon was currently helping Mina in Episode 7) naturally don't catch her in time.

    Mansion Master 
Voiced by: KR: Lee Saebyeok JP:
Rarity: SSR
Subtitle: Schemer
Command Skill: Labyrinth Garden (Defender > Striker)
"Every beautiful garden needs a professional caretaker."
A member of the Dark Council who uses her knowledge of botany to manufacture and distribute lethal poisons. She leads an assassin group called the Mansion, made up of maids who have been made fearless and obedient.

She is the main antagonist of "Unbreakable Flowers".


  • Bad Boss: She has thrown away hundreds of her maids if they aren't to her standards. The only one that has currently met her standards is Veronica.
  • Cleavage Window: Her outfit has this design.
  • No Name Given: Other characters only use her title of "Mansion Master".
  • Older Than She Looks: She's used her knowledge of plants and poisons to make herself look younger.
  • Poisonous Person: She uses various poisons to create beautiful "flowers" out of people.
  • Support Party Member: Her Command Skill gives allies hitstun immunity from non-Ultimate skills and 50% Ranged damage resistance for 10 seconds.
  • Visionary Villain: She sees the world as a beautiful garden to maintain, and people as either flowers to cultivate or weeds to pluck.

    Matchmaker 
A criminal Grade A Counter who fights with his fists. He leads a group called the Matchmakers, who peddle drugs through a mobile dating app that they made.

He first appears in "Bottom of the Shade", and he's the main antagonist of "The Weak and the Strong".


  • Card-Carrying Villain: He relishes his Counter status putting him above the powerless.
  • Cop Killer: He killed many of Kang Minwoo's fellow officers during a hostage situation in their past.
  • Create Your Own Hero: Twice over: his robbery-turned-manslaughter created the Militia, and Episode 9.5 confirms that he was the cause of Yuri's Counter awakening. In turn, Yuri ends up being his killer.
  • Even Evil Has Standards: When Yuri blames him for setting her house on fire and killing her parents, he exclaims that turning a family to ashes would be a new low even for him. Incidentally, those are his last words before she kills him.
  • Kick the Dog: He approached Minwoo after killing his fellow officers, and gave him a bloodstained stack of money he was stealing (implied to have been what sparked the encounter in the first place) to "pay for the funerals". This drove Minwoo to leave the force and establish the Militia, all so he could one day execute the Matchmaker without being held back by the law.
  • Killed Off for Real: In the climax of "The Weak and the Strong", Yuri incinerates him with her Counter power in a moment of distress. The next day, Kang Soyoung and Lee Yumi find his charred corpse.
  • Not Me This Time: Even though he's killed cops and innocent bystanders, he claims to have had no role in the fire that killed Yuri and Yumi's parents, saying he just happened to be in the area. Episode 9.5 implies that he may have actually been planning to attack their dad while disguised as a fellow policeman, but the fire beat him to it.
  • Playing with Fire: His Counter abilities allow him to manipulate flames.
  • Ungrateful Bastard: In "Bottom of the Shade", Rita mentions that the Matchmaker would've died on the street if her father hadn't taken him in, and it's implied that he became part of the Dark Council after scheming with her uncle to kill her father with a car bomb on the Matchmaker's turf.
  • Would Hit a Girl: The hostage that kept Kang Minwoo and his fellow officers from taking down the Matchmaker was Choi Jihoon's younger sister, and she also ended up dead.

    Gambler (Unmarked Spoilers for "Proof of Heart") 

"Cecilia Shin" / Gambler

Voiced by: KR: Lee Soeun JP:
Type: Counter
Role: Supporter
Rarity: SSR
Team: Betatrix
"You want to go up against with me, a gambler? Fu fu. All right. Then how about we put our jobs on the line for a game of chess?"
Shin Jia's aunt, head of Alphatrix Bionics, and a major player in the company's succession crisis after the death of Jia's grandfather.

She is the main antagonist of "Proof of Heart".


  • Arson, Murder, and Jaywalking: Things that Gambler hates about Jia? Her impressive intellect, her importance in the company, and the fact that she has a better body than her.
  • The Bet: In her Lifetime Contract scene, she makes a bet with the CEO over a chess game since she has yet to lose a single one against him.
    Gambler: If I win... you have to tell me everything you know about me and what you're planning to do. But if you win... Then I'll gladly sign that piece of paper. Sound fair? ...W-whatever the case...! It'll be me who gets the last laugh!
  • Beware the Silly Ones: She plays herself up as Shin Jia's bumbling Dumb Blonde sidekick whose ambitions far outweigh her competence. Her ambition is actually the only thing she's not faking.
  • Bitch in Sheep's Clothing: She pretends to be a helpful ally to Shin Jia while she's on the run, but it's only to use Jia as a pawn in her own plan.
  • Butt-Monkey: In the comics, she's treated as an Ineffectual Sympathetic Villain who only gets so far thanks to her Jia clones.
  • Cain and Abel: Her first victim in "Proof of Heart" is her own brother, the Alphatrix Vice Chairman, kickstarting the events of the storyline.
  • The Chessmaster: She was once the third-best chess player in the world, and is the one pulling the strings throughout "Proof of Heart".
  • Chess Motifs: She sees herself as the weak King of the chessboard, and wants Jia to become her all-powerful Queen piece. The lining of her coat also has a chessboard pattern. As an employee, she attacks by conjuring giant chess pieces.
  • Clone Army: She uses all the failed clones of Jia from her father's project as her tools in carrying out her scheme. When the Alphatrix team show up to confront her, Cecilia's final trump card is to unleash all of them.
  • Evil Is Petty: Her dislike of Jia started after a young Jia beat her a few times in chess.
  • The Gambler: It's right there in her name; she likes to make plans that involve extravagant gambits, and her kit's effectiveness is dependent on chance. Ironically, her preferred game is chess, which involves no random chance whatsoever.
  • Green-Eyed Monster: Her motives for murdering multiple people and trying to ruin Jia's life? She envied her father giving Jia all the attention that she believes rightfully belonged to her.
  • Hypocrite: In the epilogue of "Proof of Heart", she tells Sysop that Matchmaker and Haven are "losers", after she went all-in on her scheme to outsmart Jia, lost everything, and is relying on Sysop to hide her from the authorities.
  • Masquerading As the Unseen: Jia mentions that Kang did a background check on the name "Cecilia" and found out that the real one disappeared recently while wandering the refugee district after her mother's family abandoned her. "Cecilia" also revealed herself as the male "Voice of Eradicating Evil" who was deceiving Raphaela Juri the entire event.
  • Older Than She Looks: She can easily pass for being the same age as Jia or even younger (other characters mistake her for a child multiple times), but she's actually Jia's aunt. Her youthful appearance is thanks to plastic surgery.
  • Patricide: She's heavily implied to have murdered her father after using Mental Printing on his immobilized body to steal his memories and his Trigger Phrase that could control Shin Jia and her clones.
  • Promoted to Playable: She started out as an NPC in "Proof of Heart", but proved memorable enough that she became a playable unit.
  • The Sociopath: Even when they played chess in their first meeting, Jia noticed how she treats her pieces without respect, ruthlessly sacrificing them and leaving nothing to protect her king. She treats people much the same way she does pieces, manipulating them relentlessly and throwing them away when they're no longer of use to her.
  • Traumatic Superpower Awakening: The "trauma" that awakened her Counter status wasn't even life-threatening, but it was world-shattering: after three consecutive losses against a young Jia who didn't even know how to play chess, Gambler wanted to wring Jia's neck, only to find a Counter Watch on her own wrist.
  • Voice Changeling: Her necklace allows her to modify her own voice, which she uses to perfectly impersonate Jia's grandfather's voice and make use of her Trigger Phrase.
  • Walking Spoiler: Her true nature is the main plot twist of "Proof of Heart".
  • What Measure Is a Non-Human?: Given Jia's nature, Cecilia treats her as less than human, calling her a "monster" to her co-conspirators. This also leads her to woefully underestimate Jia's deductive abilities, which ultimately unravels her whole scheme.
  • Would Hurt a Child: Implied. She stole the identity of the real Cecilia, implying that she had a hand in the latter's disappearance.
  • You Have Outlived Your Usefulness: Sysop sees no more use for her after she bought out Future-at-War's stocks and secretly transferred them to the Dark Council, so he allows Evolved One to "devour" her (to get the memories that Gambler stole from her father), with Machine Collector and Mansion Master watching the grisly show.

Jehuty Biotech

    As a group 

    Wilbur Whateley/Dean Conner 
https://static.tvtropes.org/pmwiki/pub/images/60110_862390299.png
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A university student who had racked up a serious debt on his dreams of finding archeological ruins in the Counterside. After surviving the expedition, he is revealed to have become the CEO of Jehuty Biotech under the name of "Dean Conner".

He first appears in "Bottom of the Shade", and he's the main antagonist of "For the Uncrying".


  • Bad Boss: As the CEO of Jehuty Biotech, he cuts loose any employee who fails to stop Horizon from chasing him, not even bothering to pay off their medical bills.
  • Birds of a Feather: After his Karmic Death, his girlfriend slaps Horizon, explaining that she was using him for his money and all her efforts now mean nothing. Horizon says the trope verbatim as she returns the favor, and it does a number on the girl's teeth.
  • Corrupt Corporate Executive: Becoming the CEO of Jehuty Biotech hasn't made him any less of an asshole, and he has no qualms about getting rich off immoral human experimentation.
  • Dirty Coward: He frequently prioritizes his own hide in "Bottom of the Shade", and in "For the Uncrying" he taunts his opponents as he runs away. Shena even calls him out on it as he attempts to flee the continent while simultaneously taunting Horizon to come find him.
  • Faux Affably Evil: He tries to play himself as an idealistic student and later a loving fiance and CEO, but in reality he is just a power-hungry narcissist with Chronic Backstabbing Disorder.
  • Hate Sink: He's a selfish, cowardly hypocrite with Insufferable Genius tendencies and no respect for anyone, and he will readily throw people under the bus to save his own skin. Furthermore, unlike other antagonists, he doesn't have Blue-and-Orange Morality or any redeeming qualities like a Freudian Excuse, good intentions, or even combat skill, bravery or cunning. He may not be one of the most prominent or powerful villains in the setting, but he's certainly one of the more loathsome; even in-universe, you'll rarely find someone with a positive thing to say about him.
  • Hypocrite: For all his hatred and disgust towards Shena for being a Shadow, he also admits that he finds her attractive enough to take as a mistress.
  • Insult to Rocks: When he is kidnapped by the ESPR, he's afraid that he's going to be sacrificed to the Lake of Knowledge, but the Professor states that he would never think of tainting the Lake with Wilbur's presence.
  • It's All About Me: He has no respect for anything other than himself and the methods that can elevate him higher in the world with power.
  • Karmic Death: He pleads for Horizon's mercy as he's dangling from the rooftop of Jehuty Biotech's building, only to hear her play back the very words he said as he abandoned Dash and Rita in the Counterside even after he goaded Dash into begging for his mercy. He spends his last moments begging anyone for help before a gunshot and a delayed thud are heard.
  • Kicked Upstairs: "For the Uncrying" reveals that this was the ESPR's punishment for him, as they find him too revolting to feed to the Lake of Knowledge.
  • Never My Fault: He refuses to take any sort of responsibility for his actions, even when he's hanging from a building rooftop and Horizon has a gun pointed at him.
  • Shout-Out: He has the same name as the child/titular monster from The Dunwich Horror, further referenced by his connection with the ESPR.
  • Small Name, Big Ego: Even as the CEO of Jehuty Biotech, he's ultimately an Unwitting Pawn to the ESPR and the Elysium Philharmonic.
  • Suicidal Cosmic Temper Tantrum: In the climax of "For the Uncrying", Wilbur uses his camera artifact (amplified with Shena's technology) to summon multiple Britras on Charade, reasoning that if Horizon's going to corner him, he may as well take everyone with him.
  • That Man Is Dead: This is his rationalization for seeing Horizon's pursuit of him as unwarranted; "Wilbur Whateley" went missing in the Counterside, and "Dean Conner", CEO of Jehuty Biotech, owes Horizon jack squat.
  • The Unfought: He has no ability to fight whatsoever in "For the Uncrying". Even when he's finally cornered on the roof of his HQ, his only defenses are his disguise technology to guilt trip Horizon into giving up and finally his gun, but Horizon isn't affected by either in the least. Horizon muses that, after running all kinds of simulations on the resistance she expected him to put up, she ended up overestimating him significantly.
  • Villain with Good Publicity: He and Jehuty Biotech are fairly well-regarded by the general public due to their philanthropic work. With his death, their unsavory secrets come to light, but most of them are kept under wraps due to the sheer amount of support the company had in Charade.
  • The Voice: In "The Iron Knight", he (as "Dean Conner") calls Vivian to tell her that the real Hanna Anderson's corpse was found.
  • You Have Failed Me: In "For the Uncrying", after Horizon smashes through the defenses prepared by his Jehuty Biotech employees who were former members of the Replacer Syndicate, he orders his Strike Squad to have those employees executed.

    Hanna Anderson (Unmarked Spoilers for "The Iron Knight") 

"Hanna Anderson"

A member of The Brothers Abandoned who killed the real Hanna Anderson and uses her identity to trick Vivian Rashford into locating Medius's cymbals.

She is a major antagonist in "The Iron Knight".


Strike Squad

    In general 
They are antagonists in "For the Uncrying".
  • Palette Swap: Their portraits are recolored versions of Black Tide units.

The Brothers Abandoned

    As a group 
A group of Old Administration soldiers who despise the Old Administration.

They're antagonists in "Carnival".


  • Fallen Hero: According to Sysop, they once assisted the Old Administration but grew to despise them and decided to break away from them.
  • The Mole: Maestra Nequitia implies to Hilde that she was able to ambush the Aksha and Cardias Divisions thanks to an "enemy within" the Administration.
  • Resignations Not Accepted: Montagne tells her comrade that the group won't "let her go" even if she survived her revenge plot since she abandoned her revenge on the Administration and used the group's power as she pleased.
  • You All Look Familiar: Administration Riflemen, Shieldmen, and Sword Fighters can be seen among them.

    "Sniper" (Unmarked Spoilers for "Carnival") 

Montagne (real name Pio Vargus)

Former Deputy Commander of the Cardias Division. She seeks revenge against Maestra Nequitia (and her vessel Revenant, by extension) for the death of her brother.

She is a major antagonist in "Carnival".


  • Cynicism Catalyst: Maestra Nequitia's sadistic murder of her brother Sid, and reinforcements only managing to arrive after the rest of Cardias was wiped out, led to her becoming part of The Brothers Abandoned after she survived the Administration Failure.
  • Enemy Mine: She recruited Mors to help her team hunt down Maestra Nequitia, who's dormant within Revenant.
  • Older Than She Looks: She certainly doesn't look like someone who was active before the Administration Failure. She mentions being put into cryostasis for a time, which slowed her aging.
  • Riddle for the Ages: Did she provoke Revenant to shoot her dead by moving to shoot Louise or Chris (with or without intent), or did she shoot herself dead to traumatize Louise and Chris? The answer is left unknown.
    • "Goodbye Tanaberin" reveals that the answer still remains unknown, but at least Revenant shot the gun out of Montagne's hand, and Montagne is later seen alive in prison.
  • Secretly Dying: Like the Maze Division, she has terminal Corruption Syndrome after surviving the Administration Failure through cryostasis, so she seeks to find Nequitia and avenge her brother before she becomes a Corrupted Object.
  • Sole Survivor: "Carnival" opens with the Aksha and Cardias Divisions being overwhelmed by the Elysium Philharmonic. By the time Fenrir Division arrives to rescue them (with Maze and Camelot as support), Montagne is the only survivor named, though her last conversation with her comrades implies that they also survived the ambush back then.
  • Thanatos Gambit: Near the climax of "Carnival", she's cornered by Revenant before she can harm Louise and Chris. She considers traumatizing the two a victory as long as it affects Revenant, so Revenant tells the two to cover their eyes as a gun is readied and a shot is fired.
  • Woobie, Destroyer of Worlds: While she started out as a presumably respectable commander for the Old Administration, the emotional torture inflicted by the Elysium Philharmonic broke her to the point of hating the Administration for not saving her men in time, and she's ended up as little better than a common terrorist in her pursuit of revenge.

The Haven Organization (Unmarked spoilers below!)

    As a group 
An organization that runs Havenland, a gambling resort airship.

They're the main antagonists of the Project OZ story arc ("My Wish Is...", "The Moonless Night", and "Neverland Nevermore").


  • Arc Villain: Of the Project OZ story arc.
  • Walking Spoiler: Their status as antagonists isn't revealed until the climax of "My Wish Is...", the first part of the Project OZ story arc.

    Mr. Haven 
A member of the Dark Council, and the owner of Havenland. The name "Mr. Haven" is used by both Haven and Madam Heron, a brother-sister duo.

Tropes applicable to both:

  • Abusive Parents: Both ran away from home due to their father taking his drunken frustrations out on them after their mother's death. Heron even wanted Haven to "give that drunkard a shot of his own medicine", but he pitied their dad and just wanted to protect her.
  • Cain and Abel: As it turns out, almost every unsavory aspect of "Mr. Haven" can be traced back to Heron, while the actual Haven is much more genuinely well-meaning. Heron eventually gets sick of Haven's refusal to be as ruthless as she wanted him to be and defiance of her, and she brainwashes him during his climactic duel against Sigma.
  • Early-Bird Cameo: Downplayed. In the epilogue of "Proof of Heart", Gambler tells Sysop to make better friends than Matchmaker and Haven, both of whom she considers "losers".

"Root"/Haven

https://static.tvtropes.org/pmwiki/pub/images/301106009_968303227371845_493588484411797951_n_2.jpg
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The well-respected public face of the Haven Organization. He introduces himself as "Root" when he encounters Sigma and Team OZ unmasked.

He is the deuteragonist of "Neverland Nevermore", and he's a supporting ally in Episode 11.


  • The Atoner: At the end of "Neverland Nevermore", he decides to finally take responsibility for his organization's actions and lets himself be arrested. Sysop later offers to break him out, but Haven declines, a decision that Sysop fully respects.
  • Cowardly Lion: His real personality is rather timid and easily frightened, but he's still known as a formidable Counter who's never been bested in the ring before Sigma came along.
  • Irisless Eye Mask Of Mystery: As Haven, he wears a black domino mask that gives him blank white eyes, concealing his identity to the public.
  • Manchild: He's described as having a lower emotional age than even the members of OZ (who are still minors), and loves to play and have fun rather than actually running his organization, leaving Heron to do it in his stead.
  • The One Guy: After the Matchmaker's death, Haven is the only known male member of the Dark Council working under Sysop.
  • Shout-Out: His mask is based on Zorro's.
    The mask that Zorro wears. The mask that saves people suffering from oppression. Sis always said it looked corny, but it looked so cool to me. I felt like I wouldn't be scared if I had a mask like that.
  • Token Good Teammate: While he's rather hedonistic for a member of the Dark Council, he's shown to have genuinely good intentions for his guests and underlings, which is more than can be said for the other Dark Council members.
    • Episode 11 shows that he even cares about his prison wardens in Acheron: they have a friendly rapport with him, and he cooperates with Hilde to make sure none of the wardens get hurt during her infiltration of Acheron.
  • Your Costume Needs Work: Because his unmasked identity isn't public knowledge, "Root" is seen as a Haven cosplayer who has the outfit down pat but lacks his formidable mentality.

Madam Heron

https://static.tvtropes.org/pmwiki/pub/images/60110_2130924967.png
some caption text
The older sister of Root/Haven, and the leader of Wizard. She uses the "Mr. Haven" identity as an alias for her criminal activities.

She is the main antagonist of "The Moonless Night" and "Neverland Nevermore".


  • Deceased Fall-Guy Gambit: One of her subordinates shoots a Wizard support team goon dead while he's blurting out that she ordered him to torture Lulu.
    Madam Heron: Who would torture a little girl like that?! Who did this?!
    Support team B: Uh...
    Madam Heron: Was it you?
    Support team B: Yes, it was... But you ordered me t- (gets shot) A-aack!
  • Faux Affably Evil: Her modus operandi is to take in homeless children, and then exploit and abuse them for financial gain under the veneer of kindness.
  • Greater-Scope Villain: For Wizard, and by extension "My Wish Is..." due to them being a branch of the Haven Organization.
  • Laser-Guided Karma: For abusing countless children and giving them nightmares about her, she's punished by Lulu forcing all of her own gathered nightmares onto her, making her suffer recurring nightmares that leave her unable to properly sleep. She later gets a second dose of this in prison, where inmates that were former Wizard children pummel her.
  • Uncertain Doom: Her last scene ends with the sounds of her being beaten up in prison by inmates that were former Wizard children.
  • You Have Outlived Your Usefulness: After the Haven Organization is arrested by the Administration and Heron is put in prison, Sysop abandons her to her fate at the hands of ex-Wizard inmates, leaving her with a message stating that she is of no more use to him.

Consiglieres

    Hudson 
https://static.tvtropes.org/pmwiki/pub/images/301157038_968303324038502_8050870533858446720_n.jpg
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    Horan 
https://static.tvtropes.org/pmwiki/pub/images/301027566_968303347371833_8083927935494649919_n.jpg
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    Huston 
https://static.tvtropes.org/pmwiki/pub/images/60110_1322891605.png
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Wizard

    In general 
A shady Dark Council-affiliated group that takes in stray kids and gives them equipment to survive in exchange for favors, all the while keeping a tight grip on the kids' new "leashes".

They're the main antagonists of "My Wish Is..." and they're major antagonists in "The Moonless Night".


  • Destroy the Abusive Home: In the ending of "The Moonless Night", Liona uses bombs to demolish Wizard's headquarters, ensuring that they can no longer use it to regroup.
  • Didn't See That Coming: The team that took away Dorothy and Skia's ability to fight didn't expect Liona (rather, her sword, Toto) to take them down. Fortunately for them, Toto is a picky eater and doesn't devour them.
  • Nice Job Fixing It, Villain: When Dorothy and Skia find out that Wizard lied to them about Liona being dead, their Support Group team outright admit to Wizard manipulating the duo and even causing the disaster that crippled them instead of trying to gaslight them, confident in the leashes restraining them (which they demonstrate by disabling Dorothy's prosthetic and triggering a factory reset on Skia).
  • Shout-Out Theme Naming: Matching the Project OZ story arc's The Wonderful Wizard of Oz theme, this group is named after the titular Wizard of Oz.
  • You All Look Familiar: Riflemen, Shieldmen, and Snipers can be seen among them.

Orochi's Followers

    Yamata no Orochi 
Voiced by: KR: Sa Moonyoung JP:
Type: Counter
Role: Ranger
Rarity: SSR
Team: Four Fiends
Subtitle: The Fallen Plague God
"You can be hated by your own kind if you borrow my power. Can you handle that?"
Initially a rotating boss in Danger Close, she is an ancient deity that was once worshipped as a god. Following an incident with the Nanaharas, the deity lashed out as a giant snake.

She is the main antagonist of "The Sun-Calling Tracks".


  • Alas, Poor Villain: Originally similar to a force of nature, she was tended to by a girl who would later become the first Nanahara priestess and befriended her. Following the priestess's death, she becomes so enraged at the world, that she ends up sealed. Even when she's defeated in the event, most of the cast express sympathy rather than anger at her.
  • Animal Motifs: Snakes, obviously.
  • Bad Boss: She threatens her own squad if set as squad leader. On the other hand, given her mentality, she might not actually mean it as a threat.
    "How about I skewer you all and wear you like a necklace?"
  • Blue-and-Orange Morality: She dislikes humanity as a whole, so naturally she's not above disposing of people she has no use for or get in her way. On the other hand, she does take interests in individuals... and expresses it by offering to kill them anyway and collect their souls to keep them pure and free from humanity's vices.
  • Devour the Dragon: Upon being freed, she kills her servant to gain back the power she gave them, mocking their belief that the human-hating Orochi would actually reward them.
  • Early-Bird Cameo: The New Origin update for the Global server lists her as a playable unit in Collection ahead of her official playable debut, and she was the first Danger Close boss after the update.
  • Evil Sounds Deep: She has a deep sultry voice.
  • Going Commando: Heavily implied due to her art's angle and lacking the sprite detail that would normally be found on her in-game model.
  • Humans Are Bastards: She firmly believes this, given the greed of the people that sought her and the priestess's blood to gain eternal life. It ended up tainting her perception of humanity permanently, and now she has little regard for humans in general.
  • Jack of All Stats: A very well-rounded Ranger, even more so after her Balance Buff.
  • Icy Blue Eyes: Fittingly for her snake theme.
  • Impossibly-Low Neckline: Exaggerated - her neckline goes below where her nipples should be, and it takes two strips of cloth on top to preserve her modesty. There's no sign of what's keeping her dress up.
  • Leaking Can of Evil: Sealed away by the Nanahara family and kept sealed for ages, but as of "The Sun-Calling Tracks", her damaged seal has allowed Orochi's influence to spread into the world in the form of C.O.s bearing her corrupting power.
  • Navel-Deep Neckline: Her outfit has a plunging neckline that goes past her breasts and reaches her stomach.
  • Orochi: Well, yeah.
  • Possessing a Dead Body: Her Danger Close bio mentions that she's using the soulless body of the first Nanahara priestess as a vessel in place of her eight severed heads to gather her strength and return to reality.
  • Shock and Awe: Her primary attack is firing lightning out of a giant snake's mouth.
  • Smug Super: Whether as the antagonist of "The Sun-Calling Tracks" or as an employee of Coffin Company, she has the haughtiness of a (literal) force of nature.
    (After logging in) "Come, and show me your respect."
    (When assigned to the Lobby) "Sure, everyone thinks they can tell me what to do at first."
  • Worf Had the Flu: Her revival in "The Sun-Calling Tracks" is incomplete since Chifuyu's blood lacks the Divinity running through Chinatsu's blood.

    Orochi's Servant (Unmarked Spoilers) 

Nanahara Sayo

An elder of the Nanahara clan, she was tempted by Orochi's power and conspired to set her free.

She is a main antagonist in "The Sun-Calling Tracks".


  • Batman Gambit: She had set up two gambits:
    • Her first involved poisoning both the Nanahara priestess and her bodyguard (Chinatsu's grandmother and Hayami Kanade) on the day Orochi's seal would've been reinforced, then sacrificing the weakened priestess to unseal Orochi. She didn't expect Kanade to kill the priestess with Kusanagi, but salvaged the situation to discredit and banish the Hayami family after killing Kanade and burying her on the mountain to be used as a wraith, all the while biding her time for the next chance.
    • She sabotaged Chinatsu's first attempt at banishing Orochi, which took out many in the Alliance who trusted Chinatsu, including Ogami Masaki's father. Not knowing about the sabotage means Chinatsu instead accepted all the blame for making an incorrect prediction, making her easy to discredit. Even Chinatsu's Self-Sacrifice Scheme was all a part of the plan.
  • Exact Words: She did witness Hayami Kanade kill the priestess and run away... but not in that exact order. The murder was also done to stop Sayo from unsealing Orochi.
  • The Heavy: As Orochi is sealed away and thus has limited ability to act on her own, Sayo pulls the strings throughout the storyline.
  • Hero Killer: She brutally murdered Hayami Kanade for foiling her first attempt to unseal Orochi.
  • Hidden Villain: She's not revealed to be the real traitor in the Alliance until very late into the storyline.
  • Malevolent Masked Woman: She wears a white veil that hides her face for most of "The Sun-Calling Tracks". In addition to making her look unsettling, it also conceals the unnatural youth she received from Orochi.
  • Nice Job Fixing It, Villain: After killing Kanade, she tells the others to bury her on the same mountain that Orochi is sealed on. This allows Kanade to revive as a lingering will, in order to restrain Orochi so Minato can land the final blow against her.
  • Older Than She Looks: "Ethereal Moon Splitter" confirms that she backstabbed Chinatsu and Chifuyu's grandmother 60 years ago, but borrowing Orochi's power slowed her aging significantly.
  • Rewarded as a Traitor Deserves: She betrayed the Family Alliance to unseal Orochi in return for Orochi's power and longevity, only for Orochi to dispose of her once finally freed.
  • You Can't Thwart Stage One: Despite the Family Alliance's attempts to stop her from unsealing Orochi using Chinatsu's blood, Chifuyu's blood is a good enough substitute since she's also a Nanahara.

    Habaki 
He is an antagonist in "The Sun-Calling Tracks" and "Ethereal Moon Splitter".
  • Bald of Evil: His portrait shows him to be bald behind his mask, and he's one of the traitorous members of the Family Alliance.
  • Evil Reactionary: A large part of his actions are driven by his belief that the newer generations of the Family Alliance are directly at odds with their traditions.
  • No Name Given: He was only known as "Elder" during "The Sun-Calling Tracks". His name is revealed in "Ethereal Moon Splitter".
  • You Have Outlived Your Usefulness: After Judas swipes the Akaitama from him, Lenore injects him with the blood of the Nether God to transform him into a Plagued Ghost and sets him loose on Chifuyu. Though Chifuyu defeats him with only one arm, Sanae is the one to finish him off.

Gronia Rebels

    Dangerous Bastards 
They are antagonists in "Carnival".

Jacques


Jacques' son


    Pure Blooded Knowledge Regiment 
A faction in Gronia that hounded the Administrator during his investigation of Maestra's appearance in the Normalside.

Northern Union

    In general 

    Goliath 
Voiced by: KR: Kim Da-ol JP:
Type: Mech
Role: Siege
Rarity: SSR
"For the motherland. I will not stop."
A military weapon created by the Northern Union that was built to intercept hostile ships on its own, and it proved its worth by shooting down in a single blow a pirate-commandeered Task Force Armored Ship as it crossed the Covenant's airspace.

It's a minor antagonist in "Proof of Heart".


  • Gathering Steam: Its Special gives it a stackable attack buff when it's not near a Tower or Boss, and at Skill Level 5 the buff jumps from 30% to 45% per stack and is permanent at 4 stacks.
  • Immune to Flinching: It is permanently immune to Hitstun from any attack.
  • Nerf: Initially, it had nearly 180k HP and high defenses alongside bonus damage to ships and its basic attack piercing MDL, making the meta switch to Anti-Siege gear over a few hours. An update scaled back most of its larger stats.
  • Weapon of X-Slaying: Deals additional damage to Towers.

    Grendel 
Voiced by: KR: Bang Yeonji JP:
Type: Mech
Role: Sniper
Rarity: SSR
"For our motherland. The Hammer of Justice is here."
A crude, multi-limbed mobile weapon designed as an operational platform for the Hammer of Justice, a railgun that destroys the defensive force fields generated by some Corrupted Objects.
  • Anchored Attack Stance: Like Estaque, Grendel assumes an anchored stance with its legs before firing its main gun. As a result, it has 0 Evasion.
  • Anti-Armor: After using its Special, its next attack inflicts Barrier Reflux, destroying barriers on hit and inflicting damage equal to the amount of barrier drained.
  • Immune to Flinching: It's permanently immune to Hitstun from Special skills and below.
  • Spider Tank: It's a mobile artillery platform mounted on four legs. It can also use its front legs to hit enemies in melee range.
     Kostrama Mavka 

NOA

    As a group 
They are the main antagonists of "Ethereal Moon Splitter".

    Judas 
The leader of NOA.
  • Fate Worse than Death: While trying to make his escape after failing to secure the third Sacred Treasure (i.e., Orochinagi Chifuyu), his extraction team is put to sleep by Gremory. Since her contract prevents her from killing him, she instead sends him to Orochi's location.
  • Malevolent Masked Man: He's always seen with a mask over his face, and he turns out to be a villain.
  • Obviously Evil: He's named Judas. Unsurprisingly, he betrays Habaki once he swipes the Akaitama.
  • Renegade Russian: He hails from the Northern Union, implied by the names of their units and some of their vernacular to be the geographical equivalent of Russia. He's also a Mad Scientist seemingly unaffiliated with anyone and is operating on his own agenda.

    Lenore 
https://static.tvtropes.org/pmwiki/pub/images/60110_1957417138.png
Lenore
Voiced by: KR: JP:
Type: Counter
Role: Striker
Rarity: SSR
Team: Northern Union
"I've been waiting for this day, comrade. This arrangement will benefit us both, as that is what I saw."
Judas's daughter, and an executive who belongs to the Northern Union Special Ops Team.
  • Adaptational Early Appearance: In the Global server, she became a Counter Pass unit after "Little, Vincent" was added, much sooner than when she debuted alongside Episode 11 in the Korean server.
  • Death Is Cheap: The Stinger of "Ethereal Moon Splitter" reveals that a "backup shell" of her is activated when her vital signs are confirmed lost.
  • Ironic Name: "Lenore" means either "Light" or "Compassion".
  • Promoted to Playable: In "Ethereal Moon Splitter", she doesn't get fought as a boss (or even as an enemy) despite being one of the event's main antagonists. She eventually made her playable debut as a Counter Pass unit.
  • Smug Super: She is an "artificial priestess" with the same precognitive abilities that the Nanahara priestesses have, making her very arrogant and self-assured as she can see the outcomes of her actions before they occur.
  • Transformation Horror: Judas injects her with the blood of the Plague God to bring her up to the same level as Orochinagi Chifuyu, in spite of Chifuyu's warnings against it. However, lacking Chifuyu's Heroic Willpower means Lenore ends up painfully transforming into a Plagued Ghost instead, much like the other subjects.
  • "Well Done, Daughter!" Girl: One of her main drives is to make her father, Judas, proud. She proclaims this even as he painfully converts her into a Plagued Ghost with no regard for her well-being.

Charade's Gauntlet League

    Grill Party 
Canary Squad's former employers.

They are the main antagonists of "Little, Vincent".


    Wyler 
A soldier utterly obsessed with Skinner. He recently gained parole for lack of evidence related to his involvement in the death of his Gauntlet League teammate.

He is a major antagonist in "Starry Night".


  • Early-Bird Cameo: In "Frozen Corridors", Wyler is mentioned as someone a client of Lamda wanted on parole for a recent murder.
  • Oh, Crap!: Noelle exposing his cheating during his match against Canary Squad through a livestream definitively ends his Gauntlet career. In the ending, he's sent back to prison, possibly for good.
  • Stalker with a Crush: His obsession with Skinner is so bad that he used to constantly stalk her before he was locked up in Lotus.

    Ozymandias 

Ozymandias (real name Julia Leonhardt)

https://static.tvtropes.org/pmwiki/pub/images/60110_1098798617.png
Ozymandias
The Gauntlet Champion of Charade, she's a Grade S Counter and the CEO of a numbered TASKFORCE.

She first appears in "Spring of Cypress", and she's the main antagonist of "Starry Night".


  • Animal Motifs: Her surname and her Zodiac Knight title reflect her lion motifs.
  • Big Fancy House: She lives in a fancy apartment where she regularly hosts huge parties at night.
  • Blood Knight: Compared to the sponsors who keep pushing the heads of third-grade citizens down and use dirty tactics to stop Canary Squad, Ozymandias at least is honest about her itch to fight.
  • Fallen Hero: She is the Knight of Leo of the Zodiac Knight's Red Shift division, and her weapon is one of their Star Armaments.
  • I Let You Win: She actually had an "ace up her sleeve" after Félicette forces her into an aerial battle, which triggers an old memory of Félicette giving Ozymandias advice about addressing that exact situation. She decides to not use it since it would've killed Félicette and Laika, and is later revealed to have saved them before they hit the ground.
  • Noble Demon: 'Noble' might be a stretch given that she's complicit in keeping up the Gauntlet's corrupt nature, or the fact that she remorselessly gave a false testimony pressured by her sponsors that got Félicette's parents killed, but by the end of her match with Canary Squad, she seems to have had a change of heart after Félicette drives her into a corner, hands over the champion title without denying the outcome, and even guides her towards the truth of her parents' deaths as an apology.
  • Rank Scales with Asskicking: A former knight captain of the Zodiac Knights, Grade S Counter, and reigning Gauntlet Champion of Charade for years; no wonder every watcher has their doubts about Canary Squad taking her down.
  • Thrill Seeker: A life of riches has hardly satisfied her desires for stimulation, which is mainly why she keeps butting heads with her business-oriented sponsors for her whims, constantly goads Félicette into attacking her outside of the Gauntlet, and even orders her men to not immediately destroy Canary Squad when they go up against her.

Pilgrims

     In General 
A group which proclaims itself the successor of the Replacer Syndicate.
    Faust 

Other Event Antagonists

    The Three Stooges 
A trio of Counters who snuck in and tried to ruin the Counter Academy Christmas event. The serve as the antagonists of Miracle of th Holy Night.
Alas Ineffectual Sympathetic Villain: Austin does not garner any sympathy after explaining why he did it, as even the children point out how ungrateful he is.

    Lone Lee 
Voiced by: KR: Yoo Young JP:
Type: Soldier
Role: Supporter
Rarity: SSR
Team: Lonely Villainess
"Ah, I knew you'd call me. You're in need of my talent, aren't you?"
A scientist who hates happy couples and relationships.She is the main antagonist of "World's most delicious and horrifying chocolate", the protagonist of "Fateful Summer", and a supporting character in "Vice President's Holidays".
  • Anguished Declaration of Love: She musters her courage to confess to G.A.P. Dark in the epilogue of "Vice President's Holidays", only to be let down gently. However, he does promise to find her when the fighting is over.
  • Anti-Villain: Despite being labeled as a villainess and having the occasional antagonistic role, she's hardly a bad person at all, just someone who Desperately Craves Affection while not really understanding how to get it.
  • The Eeyore: She's a very sad and unhappy individual, it takes getting to know G.A.P. Dark to bring her to a more helpful path.
  • Forced into Evil: In "Vice President's Holidays", she created the Mone Penguins and other C.O.s harassing Mone's village because she's being held hostage by mercenaries led by Dracasia. When she's found by G.A.P. Dark, she's ashamed of her cowardice, but he tells her that being afraid is natural and inspires her to overcome her failures.
  • Freudian Excuse: She was apparently bullied as a child for her appearance, and as such she grew up alone with no social skills and thus no ability to properly form bonds with other people.
  • If It's You, It's Okay: Despite having an explicit preference for guys, she finds herself falling for G.A.P. Dark during "Fateful Summer", and still carries a torch for him in "Vice President's Holidays".
  • Incompatible Orientation: In "Fateful Summer", she doesn't consider Shiyoung her soulmate despite Rosaria's ritual summoning Shiyoung according to Lee's very specific standards, because Lee's only attracted to men.
  • Maker of Monsters: She's knowledgeable enough to create C.O.s from scratch.
  • Meaningful Name: She's very much a 'lonely' person.
  • Perpetual Frowner: Has a frown on her face by default.
  • Promoted to Playable: She made her playable debut as a Counter Pass unit alongside the "Fateful Summer" event.
  • Scary Teeth: Hers are sharp fangs, unlike other human characters. Making them more inexplicable is the fact they're apparently natural.
  • The Unfought: Her C.O. creations are fought as enemies in "World's most delicious and horrifying chocolate", but not her.

    Magellan Prediction Society 
A cult that worships Corrupted Objects, and believes themselves to be a chosen people who will enter the new world. They are led by Magellan the Prophet and his right-hand man Bishop Elcano.

They first appear in Episode 2, and they're antagonists in SWAT 4's Side Story and "For the Uncrying".


  • Big Bad Wannabe: They're ultimately just a bunch of non-powered kooks with guns (save for Elcano who is an actual Counter), a far cry from the Eldritch Abominations and superpowered people that show up as antagonists elsewhere. As such, they never become particularly prominent threats.
  • Brown Bag Mask: The cultists initially wore these, but that made them very easy to track for SWAT 4 since Kang simply had to find the only place in town that was ordering a ton of paper bags and wasn't a bakery. They switch to balaclavas in later appearances.
  • Drugs Are Bad: They deal in a type of Fantastic Drug known as Elixir, which gives the user a remarkable Healing Factor but also causes Corruption in them.
  • Faceless Goons: Their members have their faces hidden by either brown paper bags or balaclavas.
  • One-Winged Angel: When cornered in Episode 4, Magellan himself turns into a giant Collapser (a failed Replacer that resembles little more than a blob of Corrupted flesh).
  • Religion of Evil: They worship Corrupted Objects and are getting their drugs from the Replacer Syndicate, so yes, they're evil.
  • Theme Naming: Their leader is named Magellan the Prophet, and his second-in-command takes on the name Elcano, after the historical Magellan's slave.
  • You Have Failed Me: Most of the cult's remnants, including Elcano, end up disposed of by Shena; the only potential survivors would've been those taken down by Horizon and Minwoo.

    Poison Rats 
They are the main antagonists of "Devil and Bartender".

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