A strange man with regrettable social skills. He is never seen without his trademark sunglasses. Penguin is his best friend, and somewhat of an adopted brother.

Penguin

A penguin. He is best friends with Sunglasses. He is somewhat short tempered. Penguin always helps out his friends in need... eventually, and time permitting. He is often obsessed with the "Fire Emblem" series of Nintendo games.

"I'm not a very good ninja."

The "Ninja" is a young ninja in training, whose lack of skill and general poor timing leads to constant disaster.

Lily

"I eat glitter and string."

Lily is an adorable, mysterious kitten with a poor grip on reality. She is guarded by a ferocious rabbit, who protects her from any threat, real or imagined.

Cos-Player

A geeky, slightly tomboyish, young woman with the power to change into new costumes instantly. She is friends with Sunglasses and Penguin, though she finds Sunglasses suspicious due to his lack of social skills. She has a sidekick, often referred to as "Other Cos-Player," whom she often treats with little respect. She holds the legendary Mask of the Cos-Player, an item granting its wearer the power of disguise, though she no longer requires its power for her quick changes.

Top Hat

A weird old man with an interest in the sciences. He tends to have less than normal knowledge of modern culture.

Old Lady

"Now how am I supposed to cook meatloaf!?"

An elderly relative of Sunglasses, who sees herself as the voice of reason among the others. She raised Sunglasses, and cares for Lily, who considers her a mother.

Raccoon

"My parents were eaten by bat creatures!!! ...That, or they disowned me."

A woodland creature who suffers from delusions of grandeur. He remembers little of his life before meeting up with Penguin and co., but has frequent flashbacks to an unknown and nightmarish past. He is also prone to extended medieval-themed fantasies.

Rabbit (Ernie)

"..."

The rabbit (or Ernie, as Lily calls him) is a mute rabbit in a paper bag mask. Highly skilled in combat with any weapon he can find, he is prone to random acts of violence, particularly against Sunglasses. He and his allies (an opossum, an alligator, and Eel Marty) are sworn to protect Lily, due to a secret prophecy of unknown origin. In his youth, he was a close friend of the Badger, but was betrayed when the two of them came upon the legendary Mask of the Cos-Player.

Eel Marty

"I WARNED you!"

A mysterious floating eel. Often seen wearing a plaid shirt with an outdated piano-key tie and square glasses, his fashion sense is questionable. He often annoys those around him. He acts as the spokesman for the Rabbit's group of bag-headed animals, as he is the only one who speaks, but possesses no known combat skills. He secretly hopes the group requires someone for an underwater mission.

Dethro

"I'm some kind of plant-bug thing that isn't even welcome at Comic-Con!"

A shy, good-natured man who happens to resemble a terrifying killer scarecrow. Dethro is known to play up this ghastly image to compensate for his introverted nature. He may be some kind of weird plant-bug thing, but no one knows for sure.

Other Cos-Player

"Profound sadness!"

Cos-Player's sidekick. She lacks the Cos-Player's self confidence. She finds Sunglasses to be very handsome, but, to her sadness, Sunglasses was, until recently, convinced that she was a dude.

The Badger

"This just goes to show you can't solve all your problems with violence. I wish you could, 'cause I'm really good at it, but you can't."

A twisted animal who was a member of the bag-headed animals group long ago. He betrayed his order to obtain the legendary Mask of the Cos-Player, but was defeated in a battle with the Rabbit. He seems to share similar goals with the Rabbit and his compatriots, but is willing to break most any rules to achieve them.

Wreck, the Un-Amusing Ogre

Wreck is the star of a series of increasingly bad movies. He often appears to antagonize the heroes, but his motives are unclear. He is more intelligent than he seems, and has worked alongside Magnum Badger and the evil Custom Action Figure Guy to sinister ends.

The Hammer Boy

"This is what I do for a living!"

Magnum Badger

"Like rats in a maze..."

Not to be confused with the actual badger, Magnum is an international mercenary, working for whoever will pay his price. He was once a master marksman, until the rabbit took both his hands. After that, demand for his mercenary expertise greatly decreased, and he found himself living in a tiny shack, eating beans out of a can. His current whereabouts are unknown, since his hovel was destroyed after an unfortunate case of mistaken identity.

Ghost of the Titanic

"Now all shall know my sorrow!"

The terrifying representation of frozen misery. It knows neither good nor evil, and seems motivated only to scare the living daylights out of anyone it encounters. It has the ability to freeze anything with its icy breath, and has been known to trap people's souls in mason jars if provoked, but is willing to return them once the victim has learned the proper respect for it. Its only friend is an unidentified pile of bones which it refers to as "Amelia."

Custom Action Figure Guy

"I thought surely you'd have moved on to some other soul-crushing defeat by now."

In no way involved with custom action figures, the evil CAFG seems to have no motives besides crushing the spirit of all humanity. His origins are still a mystery, but he seems to be very powerful.

Sunglasses