Andrew is an optimistic but easily distracted second-grader who desperately wants freckles. He dislikes washing his neck and ears, reasoning that freckles would perfectly hide the dirt from his mother. His active imagination and stubborn streak make him an easy target for his classmate's 50-cent scheme.

Sharon is a cunning second-grader who notices her classmates' insecurities. She claims to have six small freckles on her nose and a family recipe for freckle juice that she is willing to sell for 50 cents. She acts like a smooth-talking salesperson eager to make a profit off her peers.

Mrs. Marcus is Andrew's no-nonsense mother who enforces strict rules about cleanliness. She expects strict obedience and worries greatly about her son's health and safety. She enforces high practical standards while genuinely caring for him.

Miss Kelly is a patient and observant second-grade teacher. She maintains high expectations for classroom behavior but handles disruptions with compassion rather than harsh punishment. She pays close attention to her students and uses discrete methods to help them build self-esteem.

Nicky is a second-grader who is naturally covered in freckles. He serves as the primary source of Andrew's envy, sitting nearby in class. He tells Andrew that he was simply born with his distinctive features.