Mini U.I.C.S ~ Maddie Nolen

*U.I.C.S. stands for: Unnecessarily Intensive Character Study*

(Because Arcane is such a special show to me, and because Season Two is still relatively new, please note that there are HUGE SPOILERS for this article. Read at your own risk.)

Surprise, a second article! Happy New Year!

For a while now, there are have characters I’ve wanted to write a U.I.C.S. on, but I just know the article will be much shorter than the typical U.I.C.S., since those have a reputation of being quite long. That weird hesitation has kept me from jumping into this pool of character, until I finally realized I could just get over my hang-up by branding these articles as ‘Mini U.I.C.S.‘ articles. Basically, think of them as the Quickshot version of a U.I.C.S.!

Anyway, preamble aside, our first contestant in this new pseudo-spinoff series is Officer Maddie Nolen, the newest enforcer for the city of Piltover in Season Two of Arcane. She makes quite the impression given her ultimately minimal screen time, and she ended up being my favorite new character introduced in this season!

But to talk about Maddie, we’re going to need to get the elephant in the room out of the way first. After all, what makes Maddie so interesting is the final reveal about her character that we get hit with halfway through the series finale, as that one small tidbit recontextualizes every scene that we’ve seen her in.

Ready? Everyone who hasn’t seen Season Two has cleared out? Okay, good.

Maddie Nolen is a Noxian spy, working directly for Ambessa Medarda herself.

More accurately, she is a warmason, a term used in the League of Legends lore (though never name-dropped in Arcane itself, as it isn’t a term that adds any necessary revelation pure context and writing doesn’t provide). Warmasons were an elite unit deployed by Noxian forces to infiltrate an enemy nation and utilize their talents to survey and manipulate the opposing nation into being more vulnerable to a Noxian invasion. In essence, high-tier spies, skilled in deceit and sabotage.

From the minute Maddie in all her perky, Scottish-accented glory waltzes onto the screen in the first episode of Arcane’s second season, she’s in league with Ambessa and her goals to seize Piltover’s military Hextech forces for herself. Every single word out of Maddie’s mouth, every single micro-expression, every single action she takes, is all in service of furthering her master’s ambitions. And that makes it so much fun to over-analyze her every move!

So, let’s start with her first scene, where she introduces herself to Vi.

Maddie instantly comes across as an overly-enthusiastic newbie with social awkwardness but a big heart in equal measure. The type of girl who wouldn’t hurt a fly. And, as a viewer, you’re immediately endeared to her not just because of how adorkable she is (especially in the usually-dire world of Arcane), but because she’s got nothing but positive things to say about Vi. She really gasses Vi up in this scene, talking about how amazing she is and how she should join up with the Enforcers.

Why is she doing this? Because, at this moment in the story, Ambessa is interested in Vi. Vi’s the girl who stormed the Undercity and took out nearly all of Silco’s goons all by herself in the previous season’s finale. Ambessa is easily impressed by people with power, wit, and tenacity, and she’s always in search of new ‘weapons‘ to use to her advantage. So of course she tasks Maddie with twisting Vi’s arm into joining the enforcers, where Ambessa will have an easy time sinking her hooks further into Vi.

Astute viewers, upon re-watch, can catch some pretty interesting things in Maddie’s first episode. I particularly like when the big Shimmered-up brute grabs her out of the security truck, only to…shake her around a little bit? Certainly, Maddie plays up being frightened like the excellent actress she is, but why does this brute stomp and crush anyone else but just toss Maddie around a bit? Because these goons are here on Ambessa’s secret orders, and they’ve been told not to hurt Maddie! It’s doubly-awesome from a writer’s perspective, because even if a viewer catches this detail, they’ll probably be tempted to pass it off as ‘clunky plot armor‘, when it was deliberately crafted all this time!

What shakes things up afterwards, however, is the actions of a girl Ambessa barely took note of: Caitlyn Kiramann.

Ambessa’s attention was on Vi, only to be blindsided by Caitlyn one-upping her at the war council meeting by announcing her attention of leading a personalized strike force into the Undercity to take down Jinx. At the very least, because of how Ambessa instructed Maddie to stick close to Vi, she in turn ended up close to Caitlyn, and is now on the strike force. So, as she is wont to do, Ambessa pivots in her goals, and further instructs Maddie to follow Caitlyn’s every order.

So she does this, for a while. Maddie plays the role of the good solider, and helps Caitlyn take down the Undercity goons still loyal to Silco’s old regime. Eventually, however, things escalate as they corner Jinx, and Vi (who, at this point, will always be Caitlyn’s most trusted friend) convinces her to send Maddie and the other task force members back to the surface. A neat detail here is that you can actually see the look of disappointment on Maddie’s face as she’s sent home, since she knows she can’t protest Caitlyn’s order without calling her true mission into question.

Of course, as we all know, the showdown with Jinx doesn’t go the way anybody had planned, and the end result is Vi left in the Undercity after Caitlyn violently breaks things off with her and returns to Piltover with murderous intent. Sensing her opportunity, Maddie slips right back into Caitlyn’s retinue, and even ends up beside her during Ambessa’s big speech announcing the official start of martial law and the pronouncement of a new Commander to lead Piltover until the Undercity is defeated. To Caitlyn’s shock, she is selected to be the Commander, which is, of course, because Ambessa has realized how powerful Caitlyn can be as an ally, and how easily she can manipulate the girl.

For a short moment, Caitlyn seems to want to reject the proposal of being Commander. But then, everyone around her starts cheering her on, and her fellow Enforcers even begin doing the chest-bumping Noxian chant to urge Caitlyn on.

Remind me, friends…who was the first person to start the chest-thump? Oh, that’s right. Maddie! By playing on her ‘ditzy do-gooder‘ persona, she’s able to represent her home country’s militaristic tradition without seeming suspicious, and in turn convince everyone around her to join in because she’s just so infectiously enthusiastic! Who would ever suspect her of wrongdoing?

So, Caitlyn becomes the Commander, and Ambessa her General and chief advisor. But Ambessa only knows her on a professional level, and realizes she’ll need someone even closer to Caitlyn to get to her on an emotional, intimate level. Well, it’s a good thing Caitlyn just broke things off with Vi then, isn’t it? And Ambessa is certainly not one to pass up on opportunity when it comes knocking, so who does she send to chase after Caitlyn’s heart than Maddie herself!

And it works wonderfully, as we see at the start of Episode Four, wherein the war against the Undercity has been raging for a few months. The episode begins with Caitlyn sitting up in bed, only for Maddie to quickly sidle up behind her. Though it doesn’t take a genius to see the way that Caitlyn acts just a bit uneasy around Maddie (most likely because she misses Vi), it’s also impossible to ignore that there’s still genuine affection between these two. Maddie has, indeed, won over Caitlyn’s heart, and has Piltover’s Commander’s ear in a way that Ambessa does not.

And Maddie uses this advantage very well.

There’s a whole lot of extremely enjoyable subtext during this bedroom scene. Every word out of Maddie’s mouth is a way of reassuring Caitlyn’s doubts and fears that have arisen over the past few months of this war with seemingly no end. Maddie assures her that Caitlyn is still in control, that she still has power, that her decisions are still her own (and not being guided by Ambessa). Maddie assures her that she should do what she thinks is right, and that no matter what, Maddie herself will be continuing on the same path right beside her. And, of course, she layers this all in with as much comforting, tantalizing physical touch as she can, acting as a carnal temptation.

It’s a triple-layered conversation, from start-to-finish. On one layer, we have Maddie testing Caitlyn’s loyalty to Ambessa and her desire to fight the Undercity by calling into question her motivation. On the second layer, we have Maddie painting herself as the wholesome and intimate good guy who will never abandon or betray Caitlyn. And on the third layer, we have the subtle, almost undetectable manipulation of a girl so skilled at getting Caitlyn to dance in the palm of her fingers that even we the viewers need to watch the scene multiple times to see it!

Two minor points, while we’re here. One, I really like how after Caitlyn slips away, the camera lingers on Maddie for a while. In an animated show like this, every frame composition is intentional, so I really like the long shot of Maddie alone on the bed, invisibly contemplating her next move, while to first-time viewers, they just look at it and go ‘aw man, Cait didn’t kiss her back, poor Maddie‘.

Secondly, I love how from Episode Four onward, we never see plucky-and-ditzy Maddie again. That version of her was just a role, a role she played to perfection, but it was the role intended to win over Vi and push Caitlyn into the position of Commander. Now that that goal’s been achieved, Maddie has a new mission, and that mission is to be sweet and intimate Maddie, the Maddie who sleeps in Caitlyn’s bed and whispers false promises into her ear. I just really like seeing how her personality shifts in this way, and how it’s yet another subtle clue as to her true allegiances far before the actual reveal.

Our next scene with Maddie is a short one, wherein we see Maddie and Caitlyn contemplating the ramifications of an attack on Enforcers earlier in the day that may have been perpetrated by Jinx (who has otherwise been absent all these months). Again, Maddie relies on closeness and physical touch to try and steer Caitlyn towards the decisions she (or rather, Ambessa) wants, and Caitlyn seems on the cusp of listening before Ambessa herself arrives and excuses Maddie. Of course, in walking in so brusquely, Ambessa only further makes herself out to be the anti-Maddie, incapable of the sort of intimacy Maddie provides, and only enhances Maddie’s appeal (and her lies) to Caitlyn’s aching heart.

Maddie next shows up that evening, in a brief but important scene where she visits Caitlyn’s mother’s memorial alongside Caitlyn. This scene comes on the heels of Caitlyn and Ambessa’s solo conversation, wherein Ambessa tried to arouse Caitlyn’s anger towards the Undercity in order to ramp up subjugation efforts, only to be rebuffed. Caitlyn, at this point, has crested the hill of anger and grief, and has fallen into a despondent sort of state of hollowness. As such, she’s having difficulty spurring herself onto action, leaving it to Ambessa alone to tackle the Undercity problems while Caitlyn contemplates other solutions before the funerary statue of her mother.

Maddie’s face during this scene? Well, Caitlyn probably thinks Maddie looks sad, perhaps at the death of Caitlyn’s mother, or perhaps at the recognition of Caitlyn’s indecisiveness. But to me? Doesn’t this face look much more like someone annoyed at their situation? Someone disappointed in their failure to properly manipulate Caitlyn to furthering Noxian goals?

We next see Maddie in the penultimate episode of the series, Episode Eight.

At this point, Caitlyn has basically declared war on Ambessa by choosing to side with Vi over her. It’s building up to a big showdown between the Enforcers of Piltover and Ambessa’s Noxian forces, and it isn’t looking good for Piltover. However, even though the Noxian victory is all-but-assured, many Noxian soldiers will still die in the process of seizing Piltover’s Hextech. Maddie, as a loyal Noxian herself, tries to keep this from happening in this scene.

She openly suggests parlaying with Ambessa, and when Caitlyn rebuffs that suggestion, Maddie goes right back in for the tried-and-true tactic of physical touch to mentally and emotionally steer Caitlyn towards her own goals. Caitlyn shakes off this attempt too, and before Maddie can mount another effort, Vi storms into the room to confront Caitlyn, and Caitlyn excuses Maddie. It isn’t hard to see the disappoint and restraiend anger on Maddie’s face as she leaves.

And then the look on her face as she lingers by the door, eavesdropping on Caitlyn and Vi’s conversation? It’s clear she’s reached the inevitable realization that, with Vi back in the picture, Maddie’s lost control over Caitlyn’s heart. She knows she won’t be able to manipulate Caitlyn anymore, and thus she knows that she’s only got two real options left: secretly tell Ambessa everything she knows about Caitlyn’s plans, and continue to be a good, obedient solider in Caitlyn’s army right up until a moment of fateful betrayal.

And what a betrayal it is.

As the battle between Piltover and the Noxians kicks off in Episode Nine, Maddie is right by Caitlyn’s side, presenting herself as the battle-ready loyal follower. She assists Caitlyn in trying to land a sneak-attack on Ambessa, and then gathers with Caitlyn and the rest of an elite squad to attempt to deliver a bomb payload to an Arcane egg the Noxians are trying to escort into the city. It’s a daring, desperate mission, and it almost works, up until the bomb fails to detonate after a nail gets wedged into the firing mechanism.

A nail that, of course, Maddie herself slipped inside. We even see her handling the bomb itself at the start of the mission in a brief, blink-and-you’ll-miss-it moment.

After the bomb fails to go off and destroy the egg, Maddie knocks Caitlyn unconscious in the chaos, and by the time Caitlyn recovers, the battle is seemingly over. All of the Piltover Enforcers are either dead or captured at gunpoint, and Caitlyn finds herself to be no exception to that fate, as she turns and sees none other than Maddie standing behind her, gun pointed to the back of Caitlyn’s face. Caitlyn’s shock and anger at this betrayal are fully etched into her features.

Ambessa approaches, and Maddie performs the honorary Noxian salute to her true master. Ambessa, in turn, puts an approving hand on Maddie’s shoulder, a general congratulating her deceptive, masterful spy on a job well done.

To her credit, Caitlyn doesn’t take this betrayal lying down. The second she gets an opening, she jabs her arm backward to smack Maddie in the face, steals Maddie’s gun, and attempts to shoot Ambessa with it. Ambessa, however, reacts fast enough to halt Caitlyn’s attack, and Caitlyn receives a nasty stab in the stomach with a small dagger for her last, futile effort. She then falls to her knees, Maddie retrieves her gun, and the redhead prepares to execute the girl she’s spent so many months carefully, callously manipulating.

And yet, she utters a final sentence to Caitlyn:

I did appreciate your warmth.

Maddie Nolen, Episode Nine

Despite the betrayal, Maddie’s words legitimately sound genuine. There’s a heaviness to her voice as she says this, an inflection that belays no sense of condescension or cruelty. Maddie does, truly, seem to be sorry that her relationship with Caitlyn has come to this end, and it’s almost as if she’s attempting to send Caitlyn off with warm words and maybe a happy memory in her final moments. All told, it’s a touching final line.

But, this is an animated show, and as such the visuals tell the story as much as the dialogue. And for a single, split-second frame of animation as Maddie pulls the trigger to execute Caitlyn…

…we see Maddie’s true feelings in the moment.

Pure, unadulterated evil.

She’s not sad about killing Caitlyn, or remorseful, or solemn. She’s thrilled. She’s excited. She’s happy.

At eliminating a girl who stubbornly refused to be completely controlled over months of effort? A girl who complicated Maddie’s mission, who perhaps prevented Maddie from maintaining a perfect record of achievement as a Noxian warmason? A girl with lofty and idealistic principles that clashed with Maddie’s own cynical and pragmatic view of the world? Is Maddie happy to ‘teach her a lesson’, or to rid the world of an idealist? Does she enjoy being manipulative and conniving, and thus relishes in causing chaos in Caitlyn’s final moments by making one last manipulative play at Caitlyn’s heart? Or is she just a sadist who enjoys violence?

We’ll never really know the answer. Literally, because as soon as Maddie pulls the trigger, the recently arrived (and magically powered) Piltover ally Mel Medarda arrives to save the day, using her shield magic to ricochet Maddie’s own bullet right back into the redhead’s brain, killing her instantly. It’s a gruesome, unceremonious, and deeply cathartic death scene to watch as a viewer, leaving us just as stunned as Caitlyn is to see Maddie’s now-lifeless corpse collapse onto the floor.

But the other reason we’ll never know what Maddie was thinking is because it’s impossible to know what Maddie is thinking. She’s a warmason, a spy. She really isn’t anybody at all, she’s whoever she needs to be to complete the mission. It’s hard to say whether Maddie is her real name at all, or just another disguise. So it’s a bit of an exercise in futility to try to decisively say what Maddie was thinking the moment she shot Caitlyn. It’s possible the girl herself didn’t even know, and that maybe that unsettling smile of hers was some more primal, instinctual part of her being, the lowest layer of her humanity peeled back.

There’s honestly something poetic about Maddie, a girl who wrapped herself in a thousand layers of lies and deceit, being killed off in this way. A girl who prioritized not herself but who she could pretend to be, who cared not for building actual relationships with others but instead using people like pieces on a chessboard. The fact that she’s killed by a simple bullet feels poignant. Maddie made herself out to be a grand mastermind, but was done in by a single gunshot. Not only that, but she was killed by Mel, one of Caitlyn’s friends, actively shielding Caitlyn from Maddie’s attack, like a true genuine friend would. And not only that, but it was Maddie’s own bullet that ended her life! In a way, her own ceaseless game of lies and manipulation caught up to her in the most violent and decisive of ways.

It’s not an exaggeration to say that the entire reason I wanted to write this article was all because of that single frame of Maddie’s evil smile as she shoots Caitlyn. I was already a huge fan of Maddie even before her betrayal (as I too had gotten suckered into her sweet, innocent schtick), and post-betrayal just made her even more fascinating. But seeing that smirk? I just had to take this chance to deep-dive into her character, to go back and review every scene of hers, every line of dialogue. Seeing someone present themselves one way, only to be revealed as acting another way entirely just begs for analysis!

Also, just on a more simple level, Maddie’s extremely fun. If you want a nuanced villain, you look to Silco. If you want at tragic villain, you look to Jinx (Season One Jinx, at least). If you want a I-understand-you-but-I-also-hate-you villain, you look to Ambessa. But stories often need the villain that you just despise, the one who is just evil for evil’s sake, the one you want to see taken down (and cheer when they do get defeated). Maddie is that villain in Arcane‘s second season, and I wouldn’t have it any other way.

But hey, that’s just my opinion!