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Once the original colony ship that brought humans to the Halcyon system, The Groundbreaker is now an independent city-ship-state in orbit around Terra-2. They have a strict code of neutrality to keep corporation influence out and, as a result, the ship is home to some less than legal activity and organizations.

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The Groundbreaker

Crew and Staff

    In General 
"The whole colony's not much more than a diorama, showcasing one Board screw-up after another. That's why we got to keep them from gettin' their grubby mitts on Groundbreaker. She's our mess."

The men and women who police, maintain, and oversee The Groundbreaker.


  • The Captain: Junlei is actually the Chief Engineer but has inherited this role from her deceased mother. This is both because her family has traditionally led it and the fact, since the Groundbreaker never goes anywhere, an engineer is much more important than The Captain.
  • The Clan: The crew is actually descended from a bunch of intermarried families that have passed down their jobs via inheritance. Which makes sense since there are no technical schools in Halycon outside of Byzantium.
  • Cool Ship: It was the colony ship for the Halcyon system. It is large enough to serve as a spaceport and serve the needs of the entire system. Unfortunately, it's been operating continuously for seventy years and is starting to run low on parts.
  • Downer Ending: Siding with the Board results in them falling under their control.
  • Dying Town: The Groundbreaker has a relatively easy fix but the simple fact is that its life support is breaking down. The Board has access to more parts and knows where the Hope is but they are forcing harsh concessions in exchange for these. The Unplanned Variable can buy Junlei and the crew some time.
  • Family Business: Children are trained in their parents job and expected to take over for their parents when the time comes.
  • Fantastic Racism: Unclaimed children are called "Stowaways" and are not welcomed in the Groundbreaker. Felix grew up basically treated to derision his entire life and developed a passionate hatred of authority.
  • Generation Ships: An unusual example as generations live and die on the Groundbreaker because they're choosing to use it as a space station.
  • Heroic Neutral: They're only interested in keeping their independence from the Board.
  • Hypocrite: The people of the Groundbreaker don't want to deal with the Board for various reasons including its inhumane behavior yet many of them treat unclaimed children (so orphans) horribly, calling them stowaways and keeping decent jobs from them as most positions are inherited through parents. This is a culture and system not unlike the way the Board does things
  • Lighter and Softer: After Edgewater, it's surprising to find out that a place free from the Board and run by a Big Good exists.
  • Space Marine: Their police force, the Mardets, started as a detachment of space marines.
  • Truce Zone: Their independence of the Board and other factions is their one defining trait.
  • Wretched Hive: The Back Bays are the only part that qualifies. It has this section and plays loose with the rules but is actually one of the nicer places in the system.

    Junlei Tennyson 
"Fatalism has got no home on Groundbreaker. We aim to weather the storm, no matter how bad it gets."
Voiced by: Michell Rambharose

The mayor/chief engineer/captain of the Groundbreaker, Junlei is a descendant of the first captain - her grandmother.


  • All Lesbians Want Kids: Averted. Junlei doesn't want children either by adoption or other method and is looking for a successor via other means.
  • Big Good: Assuming you define the Board as the Big Bad, then she's one of the only people in the system that can stand up to them on any level.
    Milo Ottinger: There's a reason the Board's embassy is a glorified shoebox. While Junlei Tennyson lives and breathes, Groundbreaker remains free.
  • The Captain: Played with. She's both Captain and Chief Engineer of the Groundbreaker, but because it never goes anywhere, her primary job is still engineering, with a side of community leadership.
  • The Engineer: One of the more prominent ones in the game. She's apparently a big name in the field, as Parvati's heard of her without having ever stepped foot on the Groundbreaker.
  • Giftedly Bad: Her poetry to Parvati. Even Parvati admits it (though she thinks it's sweet). It's really something to behold.
  • Last of Their Kind: Is the last Tennyson due to her lack of desire to have children.
  • Love Cannot Overcome: In the Board ending, Parvati's Heroic BSoD following the freezing of most of the colony combined with the Board taking over will result in them breaking up.
  • Rank Up: In the backstory. An odd case, as while most jobs aboard the ship/station are inherited, she started as Chief Engineer of the Groundbreaker before taking on the job of Captain as well — while keeping the rank and duties of Chief Engineer. The Groundbreaker being more of a stationary, orbital Truce Zone than a ship, her job is more like that of a town mayor dealing with an exceptionally demanding works department.
  • Reasonable Authority Figure: In spades. Junlei does a lot of work to ensure the Groundbreaker stays free of influence from both The Board and the assorted criminals of the Halcyon system.
  • Romance Sidequest: A variation — it's Love at First Sight between her and Parvati, with the captain playing matchmaker (or breaker).
  • Wrench Wench: A third-generation Wrench Wench. Her mother and grandmother were Chief Engineers of the Groundbreaker as well, and there's many a fix in the workings that knowledge of was passed down the line.

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The Board Embassy

    Udom Bedford 
https://static.tvtropes.org/pmwiki/pub/images/the_outer_worlds_turn_in_welles_bad_ending0_6.jpg
"Has something happened to my favorite scruffy freelancer?"
Voiced by: Noshir Dalal

A Halcyon bureaucrat working directly for the Board.


  • Affably Evil: Well, not evil, but he is still committed to advancing the board's ambitions on the Groundbreaker. A snippet of an e-mail from him has him encouraging the Board to keep blackmailing Groundbreaker over parts, and even his own employees feel he's a little bit of a scumbag.
  • Alas, Poor Villain: Though on the side of the Board, he's less evil and more petty, needing the player's assistance to accomplish anything of substance. This makes his ultimate fate, provided you don't give him Welles's location, surprisingly brutal. He's tortured, killed, and his body is dumped in the Groundbreaker's waste disposal.
  • Ambiguously Gay: While he insists that Alex was his best friend, his flamboyant descriptions of him, the constant flood of emails he sent to him, and his heartbroken reaction to the news of Alex's death makes it seem like Udom had an unrequited crush on him.
  • Authority in Name Only: His position is basically that of ambassador to Groundbreaker for the Board. He also has a one room building as his offices. On the other hand, he can get your ship impounded.
  • Evil Is Easy: While the game's narrative doesn't have much sympathy for the Board, buying the Monarch Navkey from Gladys (which will probably force the player to engage in the lengthy Roseway quests) costs 10,000 Bits, whereas buying back Udom's Board Seal from her, which not only gets you a similar Navkey but early access to Byzantium after completing a rather easy mission, only costs 8,000 Bits.
  • False Friend: Subverted. He's set up as a man who attempted to bribe and cajole Welles' location out of Hawthorne, but it soon becomes apparent that he was genuinely obsessed with Alex and their quasi-friendship.
  • Honest Corporate Executive: Is one of the nicer members of the Board's bureaucracy that you'll meet.
  • The Movie Buff: He's a big fan of serials and is even financing some films on the side, which has led to him pawning off his Board Seal to Gladys.
  • Not-So-Harmless Villain: With his help, you can turn in Phineas Welles for his bounty.
  • Normal Fish in a Tiny Pond: Fully admits that he doesn't mind his somewhat unenviable position, stating that he felt lost in Byzantium and appreciates the small amount of power he can now wield.
  • Odd Friendship: Had this with Alex Hawthorne despite the fact the latter was friends with Phineas Welles.
  • Reasonable Authority Figure: Removes the impound on your starship as soon as he finds out you're not Alex Hawthorne.
  • Stalker with a Crush: Checking Alex's terminal reveals a good half dozen messages from Udom, ranging from the highly formal and impersonal, to threatening, to overly intimate, to passive-aggressive and self-pitying as he complains that Alex never replies. There's only one message back from Alex, which is cautiously friendly at best.
  • Yandere: Had a habit of impounding Alex's ship to force Hawthorne to visit him.
  • You Have Failed Me: He promised his superiors the location of Phineas Welles. If you don't tell him before completing "Radio Free Monarch", he is killed and his body dumped in the waste disposal area.
  • You Owe Me: If the player helps him out by buying his seal back from Gladys, they can call in a favor to have Jessie Doyle's debt cancelled.

Merchants

    Martin Callahan 
https://static.tvtropes.org/pmwiki/pub/images/martin_callahan.jpg
"At Spacer's Choice we care about your health and emotional well-being. That's why we put Martin through six years of vendor school only to make him wear this hat."

The heavily put-upon vendor of Spacer's Choice products for the station.


  • Bad Job, Worse Uniform: He's contractually obligated to wear humiliating headwear while selling his wares.
    Martin: Is this my life now? Because if it is, I'll take it — I'll be your moon man — but there won't be anything left of me to care.
  • Becoming the Mask: Resigned to a life of delivering slogans and merchandise from inside the Moon Man hat. Asked if he needs help removing it:
    Martin: Even if my contract didn't forbid it, I... I think it's part of me now.
  • Butt-Monkey: All the dialogue options for the Unplanned Variable and the crew involve picking on him. Even Parvati makes fun of him.
  • The Faceless: He never takes off his mask and thus you never see his actual face.
  • The Friend Nobody Likes: While no one on Groundbreaker can muster up the effort to actually hate him, Callahan's creepy masked face has caused overall morale among the entire station's population to plummet by the double digits.
  • Goofy Suit: He's contractually obligated to wear the big fake head of the Spacer's Choice Moon Man Mascot at all times.
  • Quiet Cry for Help: On his terminal, he's written a letter home to his parents. The first letter of each line spells "H E L P M E".
  • Nice Guy: As horrid as his life has become, he takes the inevitable taunting in stride and thanks you for at least caring enough to stick around and ask questions.
  • Our Slogan Is Terrible: Speaks in a lot of catchphrases, working them in at the slightest opportunity, and all of them are terrible.
  • Soul-Sucking Retail Job: Pretty much every humiliating, dehumanizing aspect of modern retail (lousy pay, worse uniform, reciting corporate slogans, and having spent years at school to end up doing... this), all rolled into a single character and lampooned for all it's worth. Worst of all it's a trap he can't escape and he knows it, but he's still obscenely grateful just to have a job, any job:
    Martin: Look, this hat, my job? It may not seem like much to a brave space captain, but they're all I have. If there are self-made purgatories, then we all have to live in them. Mine can be no worse than someone else's.
  • Suddenly SHOUTING!: Doing his best to deliver those mandatory slogans:
    The Unplanned Variable: Speak up, I can't hear you!
    Martin: (muffled) IT'S NOT THE BEST CHOICE! IT'S SPACER'S CHOICE! TASTE THE FREEDOM!

    Gladys Culkelly 
"Take that darling ship of yours down to Roseway — where that distress signal I told you about came from — and ferret out some tasty corporate secrets for old Gladys."
Voiced by: Stephanie Costa

The local fence. Unaffiliated with any of the other organizations, she acts as the center of the black market on the Groundbreaker and, arguably, the entire system.


  • Affably Evil: Her sending you off to do corporate espionage and (possibly) murder is done with the veneer of a kindly grandmother, complete with cookies and wrapped candy treats.
  • Black Market: Runs the one on Groundbreaker. Which, given it's the center of all commerce, means she runs the Black Market period.
  • Cool Old Gal: A sweet, kindly old woman who will send you away with candy after buying stolen corporate secrets off of you.
  • Friend in the Black Market: Doctor Welles claims she's his. Given how much she charges, it's more precise to say he knows someone in the Black Market.
    • They do seem to have an interesting history, as Gladys can comment that Phineas was an excellent dancer back in the day.
    Gladys: Real light on his feet! Real light in the wallet, too. He still owes me a small fortune.
  • No Hero Discount: Even if you manage to do all of her missions, she's going to charge you the full 10,000 bits unless you pass a 100 Persuasion check. She even counters your attempt to say Screw the Rules, I Have Connections! by pointing out that Phineas owes her quite a bit himself, so she could just charge you double.

    Milo Ottinger 
"Huh, now THAT I heard."

The owner and operator of Rest-N-Go, the Groundbreaker's flophouse and home to some under-the-table dealings.


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    Vera Krivanek 
"What don't I got?"

The bartender at The Lost Hope.


  • The Bartender: Owner and barkeep of the Lost Hope, polishing glasses and trading gossip.
  • Deadpan Snarker: She gets off a few quips, some snappier than others.
    Vera: Luck's nothing against the cold void of space, but sure. Good luck to us.

    Belle Everson 
"A what? Sorry hon, here at Belle's Shells we just don't discuss impolite topics, and W-A-R-R-A-N-T-I-E-S tops the list."

The owner and operator of Belle's Shells and a big believer in weapon modification.


  • Arms Dealer: Her merchandise comprises primarily of this.
  • Censorship by Spelling: "Warranty" is a dirty word in the corporate-influenced society of Halcyon. When you broach the subject, Belle pretends not to hear you and spells it out rather than repeating it out loud.
  • Eyepatch of Power: The station's main weapons dealer and gunsmith, she sports an eyepatch, implying she's seen combat firsthand.

    Greasy 
"User error in the maintenance of this unit's cutlery engaged several systems at once — the slicer, the grinder, the tenderizer."

The automechanical that vends foodstuffs from the Auntie Cleo brand.


  • A.I. Is a Crapshoot: Picking the lock to get into the shop shows that the mechanic sent with Greasy didn't Read the Freaking Manual and tried repairing the bot while it was still operating - his body is near the blood-spattered instructions.
    • When you point this out to Greasy, it insists that it will not clean up the mess, as its programming forbids it from performing cleaning duties.
  • Read the Freaking Manual: As noted above, the mechanic in charge of maintaining Greasy did not, and lost his life for the error.

Others

    Jessie Doyle 
"Thanks for helping me with the Board. You're a real pal. Or I guess I should say Ellie is one, huh?"

A friend of Ellie's, she's been quarantined with a mysterious illness.


  • Batman Gambit: Pretends to be horrifically ill to buy her time away from the Board's assassins.
  • Earn Your Happy Ending. The Unplanned Variable can simply pay off her debt, or at least bribe Udom. It's surprisingly affordable, has little reward...but is the right thing to do.
  • Ill Girl: Her unspecified illness has really taken a toll on her. She refuses to even answer Ellie's calls. Subverted, she's faking her sickness to avoid the hitman Udom sent after her to "collect" on her debt.
  • Heterosexual Life-Partners: Ellie claims they're not even friends but they've gone on many wacky adventures together.
  • Made a Slave: She can be indentured to the Board if you have a high-enough Persuade. It's only marginally better than killing her for her organs.
  • Organ Theft: What the Board has plans for her.
  • Work Off the Debt: What you can suggest to the Board instead of them stealing her organs.
  • Zany Scheme: Is implied to do a bunch of these. Her last one, stealing a necklace from the Hope, ends up costing her big.

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