Felicity is a sixth-grade girl with red hair, freckles, and a unique ability to see words floating around people and places. She collects these words in a blue book and uses them to craft impromptu poems. Because her mother constantly moves the family, Felicity desperately longs for a permanent home and a true friend. She struggles deeply with public speaking and feels anxious when addressing groups.

Mama, also known as Holly Harness, is a woman with a wandering heart who constantly moves her daughters from town to town. She grew up in Midnight Gulch but left seeking adventure elsewhere. A former traveling mural painter, she has not picked up a brush in years and carries a lingering sadness. She loves her daughters fiercely but feels trapped if she stays in one location for too long.

Aunt Cleo works as a professional quilter in Midnight Gulch. She is twenty years older than Mama, frequently smokes, and has questionable driving skills. Despite her sassy and tough exterior, she harbors a hidden longing for companionship and maintains a complex history with a local bus driver.

Jonah is a twelve-year-old boy who uses a wheelchair and possesses a magical intuition that allows him to sense when people need help. He actively seeks out ways to assist the residents of Midnight Gulch. He quickly becomes Felicity's first genuine friend and dedicates his time to helping her prepare for the school talent show while quietly worrying about his deployed father.

Boone is the estranged brother of Mama and Cleo who returns to Midnight Gulch after performing in Nashville as Boone Taylor. Dressed like a cowboy and carrying a banjo, he has sad eyes and a broken heart. He possesses immense musical talent but struggles to play after experiencing romantic disappointment.

Florentine is a quiet woman with long black hair braided with yellow ribbons. She carries an old canvas bag filled with magical burdens that she cannot set down. She spends much of her time waiting near the Gallery in Midnight Gulch, hoping to eventually free herself of her family's sad magic so she can return to the coast.

Oliver is an elderly, boisterous man who owns Dr. Zook's Ice Cream Company. He lives in a mansion featuring a rusty gate and a hedge shaped like a hot-air balloon. Known for his generous storytelling and distribution of free ice cream, Oliver holds vast knowledge about Midnight Gulch's history and the famous brothers who once lived there.

Stone and Berry Weatherly are a legendary musical duo from Midnight Gulch's past. Stone played the guitar and painted, while Berry played the banjo and sewed. Their magical talents brought joy to the town until a bitter rivalry over a shared love interest caused a rift. This led to a fateful magical duel that altered the town's history.

Frannie Jo is Felicity's younger, first-grade sister. She shares her mother's hair color and constantly carries a packed suitcase of her favorite possessions. This coping mechanism developed from their family's unpredictable, sudden moves. She is anxious but easily comforted by Felicity's poems.

Biscuit is the Pickles' restless and energetic family dog. She travels everywhere with the family and has a habit of escaping her leash to run free or chew on Aunt Cleo's quilt squares.

Miss Lawson is Felicity's teacher at Stoneberry school. She is passionate about the town's history and organizes the school's talent show. The event commemorates the anniversary of the Brothers Threadbare's famous magical battle.

Day Grissom is the friendly local bus driver in Midnight Gulch. He maintains a cheerful demeanor and frequently asks Felicity to pass along his greetings to Aunt Cleo. This hints at a shared romantic past between them.

Jewell is Jonah's mother. She runs a unique business that combines a beauty salon and a car repair shop. She is welcoming and perceptive, creating a warm environment for the townspeople.

Toast is a classmate of Felicity and Jonah who plans to make grilled cheese with a clothes iron for the talent show. He is shy, aspires to be a chef, and possesses a hidden talent for playing the piano.

Rosie is an older woman and a former famous country music singer. She gained her confidence and success in Nashville after receiving a special guitar and specific musical instructions.

Isabella Thistle was a woman from Midnight Gulch's past known for her magnetism and powerful family magic. Both of the Brothers Threadbare fell in love with her, leading to their famous duel.

Roger is Felicity and Frannie Jo's absent father. He used to travel with the family, sing, and play the guitar. Though he is no longer around, his family still holds onto the hope that he might return.