Topher is an imaginative, creative twelve-year-old boy in the sixth grade at Fox Ridge Elementary School. He processes the world through elaborate fantasy scenarios, often pretending to be a superhero or a secret agent to cope with reality. A gifted artist, he constantly sketches in his notebook but feels increasingly neglected by his busy parents, who pay little attention to his talents.

Steve is a highly intelligent, anxious sixth grader of Japanese descent who relies heavily on numbers, statistics, and logic. Raised by demanding, perfectionist parents, he lives in the shadow of his overachieving older sister and fears failing to meet his family's high expectations. He values routine and struggles with the unpredictable changes happening in his social circle.

Brand is a quiet, physically capable sixth grader who carries heavy domestic burdens at home. Following his mother's early passing and his father's severe workplace injury, Brand acts as the primary caregiver in his household. Though he initially feels like an outsider in his friend group, he is fiercely loyal and uses his practical thinking to ground his more anxious or imaginative friends.

Ms. Bixby is an unconventional, thirty-five-year-old English teacher at Fox Ridge Elementary School. Known for the pink streaks in her hair and her thoughtful classroom discussions, she actively works to recognize the unique abilities of every student. When she receives a serious diagnosis of pancreatic cancer, her sudden departure from the classroom deeply affects her students.

Abe is Brand's father, who suffered severe spinal injuries after falling thirty feet from a faulty work scaffold. Once an upbeat practical joker, he has since withdrawn from physical therapy and social interaction. His deep depression forces his young son into the role of household caretaker.

Christina is Steve's older sister, a highly accomplished athlete, musician, and student who constantly earns awards. Five years older than her brother, she acts as an additional authority figure in his life, often criticizing his choices while harboring genuine concern for his well-being.

George is an adult stranger the boys approach on the street during their excursion. When they offer him money to purchase a gift for their hospitalized teacher, he pretends to help them before causing a serious conflict in an alleyway.

Rebecca is a typical sixth-grade classmate of the boys. She frequently interacts with them in minor playground skirmishes and actively participates in classroom discussions, representing the broader student body at their school.

Principal McNair is the administrative head of Fox Ridge Elementary School. He is tasked with delivering difficult news to the sixth-grade class regarding their teacher's health and coordinating the school's response to her sudden absence.

Mr. Mackelroy is the only other sixth-grade teacher at Fox Ridge Elementary School. He has a tense relationship with the school administration due to his habit of arriving late, a weakness the boys exploit to avoid getting caught skipping class.

Eduardo is the proprietor of a local bakery who sells a specific white-chocolate raspberry supreme cheesecake. He negotiates directly with the boys when they attempt to purchase a whole cake with their limited funds.

Ms. Brownlee is the substitute teacher assigned to finish the school year for the sixth-grade class. She attempts to keep the students focused by organizing the creation of handmade get-well cards.

Mr. Sakata is Steve's demanding, perfectionist father. Operating like a "military-grade helicopter" parent, he aggressively questions educational authorities when his son receives anything lower than an A on a report card.

Nurse Georgia works on the medical floor where specialized treatments are administered. She maintains strict rules regarding hospital visitors and heavily questions the boys' presence when they attempt to sneak into the ward.

Linda is Topher's mother, who knows the school staff through the PTA. She maintains a frantic work schedule that keeps her away from home, causing her son to feel like an overlooked afterthought in the family dynamic.