| A | B |
| Milo | A boy who rescues Ryme and Reason. |
| Tock | A dog with a gaint whatch on his back; makes sure no one wastes time. |
| The Humbug | A talking bug who agrees with everyone. |
| Dictionopolis | Ruled by King Azaz, the land of words. |
| Digitopolis | Ruled by The Mathemagician, the land of numbers. |
| King Azaz | The ruler of Dictionopolis. |
| The Mathemagician | The ruler of Digitopolis. |
| The Soundkeeper | The keeper of sound in the silent valley. |
| The Spelling Bee | A gaint talking bee who can spell anything. |
| Ryme and Reason | The adopted daughters of the king of wisdom, banished to the Castle In The Air because they agreed that numbers and words were both important. |