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Oh, sweetie. It's hard not being beautiful. Not for me, of course, but for you it must be.
~ Ms. P to Sally.

Ms. Pencil Neck, or know simply as Ms. P, is one of the main protagonists of the webcomic Pastamonsters. She is a close friend with Jeff and BEN, the caretaker of Sally Williams, and a Proxy tutor under the teachings of Slenderman.

She was born with an abnormally long neck and escaped from a traveling freak show as a child. Slenderman eventually found her, killed the circus leaders, and indoctrinated her into Proxyism. She hates being judged for how she looks and is not afraid to remodel someone's face for teasing her.

She was created by the comic's original creator, Comickit.


I swear half of you would just rot in your own filth if nobody kept you in check.
~ Ms. P to the Proxies.

Ms. P is defined by her love for high society, magic, and wealthy tastes. She enjoys being wealthy and takes pride in being a student of the legendary Slenderman. Most likely due to being raised by him, she is just as snobbish as Slenderman, and is rather rude to others and is something of an elitist. She is inarguably the most sophisticated, rational, and smart of all the Proxies, including Masky. Due to this, the other more rowdy Proxies consider her a bore to be around, especially Jeff.

In some instances, Ms. P attempts to force her sophistication onto the other Proxies, including constantly telling Jeff and BEN to stop swearing, chastising them for their chaotic behavior, and forcing them to partake in her hobbies, such as bird-watching, potion mixing, and going to scope out art at art galleries. Due to this, Ms. P and the Proxies' interactions are more like a mother and her children. Ms. P has told Jeff he can only have one candy bar at the supermarket, yelled at BEN and Sally to get back and clean up the Silly String they spilled, and sets bedtimes for each Proxy. Comickit even at one point called her "the mom friend".

She acts aristocratic and higher-than-life. It's mainly not to sound as crazy and psychotic as the other Proxies. For example, when Jeff does something to usurp her from a position of authority, such as running for schoolboard president, she later shows up to watch the results of his antics, stating it's only because she wants to watch him fail and see the people publicly destroy him (only to completely lose her cool in public when this failed). Notably, this was lampshaded when the Proxies appear on "Show Some Skin" and Ms. P gets the caption "probably more of a bitch than she lets on".

At her absolute worst, Ms. P is manipulative, egomaniac, homicidal, and narcissistic. She is also not afraid to kill anything, including innocent children, entire families, and small animals for her own reasons. She also is okay with rape, murder, torture, theft, vandalism, and war crimes as long as it's for her own personal gain. She is also very hypocritical, as she calls out Jeff for his crimes and yet commits crimes of her own. She also is very self-conscious about her appearance, but has no issue calling out others on their appearance, such as saying the Unwanted House Guest smells like a rotting corpse, and making fun of Jane the Killer's disfigured face. Her manipulative and evil nature is comparably worse than even Jeff's, because although Jeff dwells on the edge of being a complete sociopath, he is obviously too stupid and insane to know any better and can never really grasp any Aesops that are thrown his way for long (although he does have his moments of being genuinely heroic), but Ms. P obviously knows better and yet acts meanly in more insidious ways.

Ms. P has an underlying hatred of men, such as calling them "teases" and "ruffians", and it's even implied she hated President Bush to begin with simply because he was a men. In an interesting conversation found on the interview tapes in Slenderman's office, Slenderman comes to the conclusion that Ms. P despises men because her father abandoned her to a traveling circus, and this is the reason that she can't come to trust Jeff, BEN, or Slenderman himself. Still, she likes Jeff and seeks his approval, even if his chaotic deposition causes her no small amount of grief.

She also has shades of being a masochist, as shown when Jeff accidentally shoots her in the arm, she giddily tells him to stick his finger in the hole and twist it. Also, in one moment where Jeff slapped her in the face, she crawls away giggling.

Despite her seemingly unfriendly attitude, Ms. P does indeed care greatly about the people she is attached to, as prominently displayed when she is put in charge of three children. Initially having little or no patience with Xanthar, Talking Timmy, and Johnny, Ms. P grows to love (or at least, enjoy) them, risking her own life to protect them from being kidnapped and potentially killed by X, even calling them her kids. She also comes to regard Slenderman and the Proxies her closest friends and family. She is also very motherly and considerate towards Sally, with Sally being the only person Ms. P is constantly not rude to. When Zalgo's Second Coming finally came, she wanted nothing more than to protect all of the Proxies and her other allies, showing she truly cares about her friends and their interests. She also broke down in tears when she was forced to kill Slenderman to prevent him from being absorbed by Zalgo and could barely follow through with it despite him begging her to do it.

She was also shown to be utterly disgusted by X, Zalgo, and Laughing Jack. She considers all three of them to be "monsters", saying that while she herself has committed evil deeds, she is openly critical of them for causing "unnecessary pain and misery" upon others.

Overall, Ms. P is not completely cold-hearted, merely introverted, caring deeply about those close to her. While Ms. P seems to not care one bit about their hobbies and personalities, she does show her friends that she does care about them and values their friendship when it matters most.

After the Bleeder's defeat and her ascension to Slenderman's Proxy and taking his place as Proxy Operator, Ms. P's personality seems to change for the better, as she grows to be less pessimistic and less anti-social. However, she still despises her new student's corny jokes and enjoys reading in solitude, implying that her personality was not too significantly affected by her semi-demonic origin.



  • Unnamed mother - Mother
  • Unnamed father - Father


  • Slenderman - Former Teacher and Surrogate Father
  • Jeff the Killer † - Best Friend, Potential Lover, and Occasional Enemy
  • BEN - Best Friend
  • Smile Dog - Pet
  • Eyeless Jack - Friend and Assistant
  • Masky - Friend
  • Hoodie - Friend
  • Sally Williams - Surrogate Daughter
  • Ticci Tobey - Friend
  • Natalie Clockwork - Friend
  • President Bush - Former Enemy, Friend
  • Rick Bernstein - Ally
  • Ducky - Ally
  • The Plague Doctor - Ally
  • Enderman - Former Nemesis turned Ally
  • The Rake - Former Enemy turned Ally
  • B.O.B - Former enemy turned Ally
  • Herobrine † - Former enemy turned Ally
  • Mr. Widemouth - Ally
  • Unwanted House Guest † - Ally
  • Sheriff Wayne - Friend
  • Splendorman - Idol, Teacher and Friend
  • Slenderson - Friend
  • The Shadowlurker - Enemy turned Ally
  • Skeet - Friend
  • Samantha Sampson - Friend and Ally
  • The Skin Taker † - Ally
  • Mr. Mandavi - Ally


  • Zalgo (†?) - Archenemy and Attempted Killer
  • X † - Enemy, Attempted Killer, and Attempted Victim
  • Mancala † - Enemy
  • The Bleeders
    • Laughing Jack † - Enemy
    • Angel Knives † - Enemy
    • David † - Enemy
    • Kenny † - Enemy
    • Spider † - Enemy
    • Tombstone † - Enemy
    • Spike † - Enemy
    • Bruton † - Enemy and Victim
  • Minions of Zalgo - Enemies
  • Jane the Killer † - Archenemy and Attempted Killer
  • Aton - Creator and Enemy
  • Mayor Bigmouth - Ally turner Traitorous Enemy
  • The Showman - Enemy and Attempted Killer
  • Sexual Offenderman - Enemy

Powers and abilities

  • Dark Magic: Ms. P is a fearsome mystical being to the point where both Zalgo and Slenderman claim that Ms. P is the most powerful Proxy they have ever come across, with Ms. P herself overpowering many of Zalgo's minions with relative ease. She was granted her powers when adopted by Slenderman, who had her drink from a magic potion to gain all of her powers. Ms. P can project powerful energy blasts, streams, waves and bolts of her own telekinetic energy, allowing her to hit, push/pull or blow away her targets, potentially exerting enough force to destroy them. This energy manifests in any shape or form, outlining her telekinetic spheres of influence, as the energy is visible in a reddish and purple color. When her energy hits a target, she can use her telekinesis to inflict further damage. Ms. P unleashed a wave of red magic that tore apart and disintegrated surrounding demons and many of Zalgo's minions during the Battle of Arcosia. She also has healing capabilities, as she was shown healing Masky and Hoodie's organs when the two were injured poisoned by mustard gas. She proved herself capable of destroying Slenderman, although it should be noted that Slenderman willingly let her kill him. She also showed the capability of multitasking while using her abilities, as she simultaneously held back Zalgo with a second stream of energy while destroying Slenderman. Despite having been praised by Slenderman and Zalgo, however, Ms. P is nowhere near as strong as either of the two, but she was still a very powerful witch.
    • Teleportation: Ms. P is able to instantly teleport to different locations, gaining the ability to both move across the material world and to potentially other parts of the universe, such as when she instantly teleported herself and BEN from the planet Arcosia back to the dimension of the Under Realm. Ms. P can also teleport others at great speeds, with her notably causing a portal to move and engulf X, sending him into the Ice Regions of the Under Realm, as as well as rapidly open portals for Jeff and Smile Dog so they could get to Arcosia's shields faster. In addition, she can make portals small enough to reach through and grab things, such as several books from Slenderman's library.
      • Interdimensional Travel: Ms. P can travel between different dimensions of the Multiverse, crossing over different planes of existence or traveling across various forms of reality. Furthermore, Ms. P can forcibly transport others to another dimension, and later retrieve them, as she did when temporarily imprisoning Mayor Bigmouth in a dimension where he was constantly falling, leaving him there for thirty minutes until Sheriff Wayne asked for his release. When Zalgo took over the multiverse, Ms. P attempted to send him to an empty black void dimension using a projectile beam attack, although she missed due to a distraction and accidentally sent a random demon there instead.
    • Super-Reflexes: Ms. P is shown to have incredibly fast senses, such as being able to catch X, who can move at the speed of light, in a portal, and is able to catch bullets and other projectile attacks mid-air and send them back at her opponents.
    • Interstellar Travel: Ms. P can create a barrier around herself and others that allows her to travel through space and time well beyond the speed of light.
    • Intangibility: Ms. P can phase through solid objects, as she uses it to easily access rooms and to make an easy escape. While doing this, Ms. P becomes encompassed by red energy.
    • Shape-Shifting: Ms. P can immediately create an illusion form to make herself and others look more like a human, as to not draw attention from the police.
    • Conjuration: Ms. P has the ability to conjure objects out of thin air. For example, Ms. P was able to make a pole appear in Jeff's way to stop him from running with her spellbook.
    • Emphatic Abilities: Ms. P can sense the emotions of others, allowing her to gain insight into their thoughts and intentions, and even experience their own feelings. This also enables her to sense the mental state of others, as she has stated that she would know if someone's mind had been tampered with. She was able to feel that Jeff was attracted to Princess Atta just by standing next to him. At one point, she had used this ability to empathically enter BEN's subconscious mind; therefore giving the two an unusually strong psychic link afterward. Ms. P is also able to manipulate emotions to some degree using her touch. For example, she can make a sad person happy, or calm down an angry one. She was able to cause Smile Dog and an angry Stiltwalker to become calm when they both tried to attack her. She has even shown herself to be able to make people more docile, to the point of unconsciousness.
    • Sleep Inducement: Ms. P can, also through touch, cause a person to fall asleep almost instantly, using her powers to manipulate a person into becoming docile, but doing so requires that she has physical contact with the person.
      • Induced Awakeness: Conversely, Ms. P can awaken people up as seen when she woke Jeff up after he entered a coma.
    • Dream Walking: Using a chant from her spellbook, Ms. P was able to enter Slenderman's mind along with a few other Proxies.
    • Levitation/Flight: Ms. P was able to use this power to move herself through the air and simulate flight, in order to hover and safely float back to the ground. The use of this power manifests as a blast of red/purple/black energy expelled from her hands onto the ground to propel herself up in the air, with a second blast used to slow her momentum as she approaches ground allowing her to land safely. It operates more like a enhanced leap, thanks to the force of gravity pushing her down. Ms. P's power over time grew from an enhanced leap, to full-fledged flight soaring through the air.
    • Telekinesis: Ms. P has the ability to move, levitate and otherwise manipulate objects using her dark magic. She uses this energy to affect and control molecules and particles, allowing her to fully control matter and energy, as well as physical forces (such as kinetic energy, friction, pressure, etc).started training this power by moving wooden blocks around while training with Slenderman. She pulled them apart with her power, and suspended them in the air, removing all motion and gravity from the pieces. Ms. P also used this power to create a shield to protect her teammates from enemy fire, knock back X a couple meters, tear apart Zalgo's minions and rip the organs out of her victims. Ms. P's telekinesis allowed her to stop bullets and other magical attacks mid air and throw him back at her target, lift Jeff and Smile Dog into the air to head towards a portal, hurl aside X and the Showman's giant robot, rip boulders from the ground and hurl them at X and giant ogres, extract and dissipate an enormous amount of gas, and, as previously mentioned, even pull Malitch's planet sized ship back together. She was even able to bring the immensely powerful Shadowlurker to his knees and blast him vertically down through a building's many floors. She was also able to stop a massive line of Threshers and redirect them at Zalgo's Minions.
    • Force-Field Generation: Ms. P can also mentally generate a psionic field of purple-tinged force, which she uses for a variety of effects. Most commonly, Ms. P generates near-indestructible force fields around herself or others targets. By generating additional force behind her psionic force shields, Ms. P can turn them into offensive weapons, as seen during her fight against X. She is capable of generating and manipulating multiple psionic force fields at the same time, and her force fields can be used to deflect heavy oncoming artillery.
    • Stealth: Ms. P is a master of stealth, able to use magic to hide her aura and mask any noises she makes.
    • Invisibility: Ms. P has the ability to turn herself invisible. The exact nature of this power is not explained, nor are its limits (such as if it extends beyond the visible light spectrum). Ms. P's ability is limited in scope, however, and extends only to her own body. Also, anything she is carrying does not also become invisible.
    • Healing Powers: Ms. P can use her magic to quickly heal herself and others. However, this did not work if the wound was too deep or the victim had been dismembered.
    • Weather Manipulation: She is able to control the weather, and can produce lightning, thunder, rain, snow, storms and so on.
    • Magical Repairing: Ms. P is capable of fixing certain things with a surpassing amount of finesse, enough so as to truly recreate destroyed objects, as she was able to repair the enormous crack in Malitch's ship in just a few seconds.
    • Immobilization: Ms. P can freeze opponents by hitting them with a red blast, rendering them unable to move but also leaving them conscious.

  • High Intelligence: Ms. P is, undeniably, the smartest of all the Proxies. She is stated to have an IQ of 654, as well as having almost perfect mathmatic and learning abilities. For instance, she almost perfectly perform any magical spell after having been told how to use it. She was also one of the few members of the New Elite to instantly recognize X when he was in disguise. She was also able to brew potions perfectly while in Proxy High, provided no one breaks her concentration.
  • Bilingualism: Ms. P is a skilled polyglot, capable of fluently speaking English, Arcosian, Latin, Romanian, Ancient Sumerian, and Sanskrit. She can even speak dead languages that no one has spoken in eons.

  • Tier: At least 7-B, can go up to Low 2-C
  • Age: Early 20s
  • Attack Potency: City Level (Can easily beat Jeff in a fight. Staggered Zalgo's inquisitors with projectile blasts. Is comparable to BEN.), likely Mutli-Universal at her strongest (managed to kill Slenderman, although it did take a while to finish him and Slenderman let her kill him).
  • Speed: Likely Relativistic+ (Can easily keep up with Jeff and BEN) with Massively FTL+ travel speeds (Can travel through space using magical barriers)
  • Lifting Strength: Unknown
  • Striking Strength: Unknown
  • Durability: City Level (Can take punches from Jeff. Survived being headbutted into the ground by an amped President Bush.), Multi-Universal with magic shields (her sheilds can take blasts from even Zalgo).
  • Stamina: Likely very high.
  • Standard Equipment: A ceremonial knife and spellbook.
  • Intelligence: Extraordinary Genius level. She has an IQ of 654 and extensive knowledge of the multiverse and all it's gods, lore, and artifacts. She is also an incredibly fast learner.
  • Weaknesses: Is often very arrogant and prone to anger. Inexperienced with some of her more powerful abilities (although this is no longer a problem in later episodes). Does not do well in hand-to-hand combat and has low durability.

Ms. Pencil Neck's statistics




  • Ms. P is one of the few Proxies to be a character completely original to the webcomic, whereas others were derived from previously made Creepypastas.
  • "Pencil Neck" was an affectionate nickname Jeff and BEN gave her in high school. She actually prefers them to call her this because she considers her real name "ugly".
    • Though it is never revealed in the actual series, in UHG's Notes, it is revealed that Ms. P told Splendorman that her real name is Prudence.
      • In addition to this, Prudence means "to be cautious", which fits Ms. P's personality.
  • Just like Jeff and BEN, Ms. P is in her early 20s.
  • Ms. P wore headgear when she was a child.
  • Ms. P and Jeff first met each other at Proxy High when Slenderman called both of them into his office. He mocked her by messing with her hair and she blasted him into a wall, chipping his tooth. He remembers this, but she doesn't. The two later met BEN in study hall when Slenderman paired them all up.
  • Ms. P claims that she used to date a couple of vampires.
  • In her high school years she was absolutely disgusted by nearly everyone, was strict and professional, a bully to many other girls, and believed herself to be above everyone simply because she was Slenderman's adoptive "daughter". She gradually loosened up and becomes much more approachable in her later years.
  • Ms. P's favorite color is purple.
  • Zalgo thinks Ms. P is a pushover.
  • Ms. P is secretly envious that Jeff is Slenderman's apprentice.
  • Ms. P once tried to tutor Laughing Jack, but eventually considered him "too stupid to learn".
  • Jeff claims Ms. P used to be fat.
  • Ms. P has a fear of pencils, people making fun of her neck, failure in general, and dying without grandchildren.
  • According to BEN, Ms. P doesn't have a cellphone and instead uses magic to telepathically speak to others.
  • Zalgo considers her the most dangerous Proxy, but never revealed why. This is also very interesting seeing
  • If Ms. P was in an RPG, she would be a medic. 
  • Ms. P utterly despises Mayor Bigmouth and thinks he is an abomination.
  • It is heavily implied multiple times has Ms. P has romantic feelings towards Jeff, but despite this the two remained platonic friends throughout the series.
  • Ms. P takes yoga classes.
  • Comickit believes that Ms. P's spirit animal would be a raven.
  • Her favorite type of music is gothic ballad, and she absolutely despises heavy metal rock, which happens to be Jeff's favorite music.
  • Ms. P is an implied alcoholic. In one instance, she can be seen passed out on a couch with a wine bottle in her hand.
  • According to Comickit, if Ms. P was in Hogwarts, her house would be Ravenclaw and her boggart would be "Slenderman giving her an F".
  • She has an IQ of 654.
  • It is implied by Mr. Widemouth that Ms. P doesn't wear bras. When saying goodbye to him in "Legends of the Multiverse", Mr. Widemouth suggests Ms. P wear a bra next time she visits Aton's realm. She responds by slowly covering her chest uncomfortably.
  • Ms. P does not watch movies or television of any kind unless it's for academic reasons or to have fun with the other Proxies.
  • She considers video games, Jeff and BEN's favorite hobby, to be one of the worst pastimes ever created.
  • She is represented on the Zalgo Zodiac as a magic spell book.
  • Before he dies, Jeff gives her his Unwanted House Guest watch. She keeps it even months later.


           Pastamonsters Villains

Slenderman and the Proxies
Slenderman | Mr. X | Jeff the Killer | BEN Drowned | Ms. Pencilneck | Laughing Jack

Enderman's gang
Enderman | B.O.B | The Rake

The Pit
The Great Lord | Zalgo | Shadowlurker | The Minions of Zalgo | X

Rouge Villains
The Stiltwalker | Grinny Cat | Mancala | Unwanted House Guest | The Hag | Evil Jeff | President Bush | Malitch | Mayor Bigmouth |

Aton's Forces