Antonio is the son of Cornelio and in love with Rufaldo's daughter Hilaria. Frustrated with Bubulcus, an arrogant competitor for Hilaria's hand, Antonio literally kicks the man when he is down. Antonio is also one of several characters assuming disguises in this play. Determined to deceive Rufaldo, whom Antonio sees as a "damnable, usurious, stinking wretch," Antonio dresses in his sister Selina's clothes and goes through a marriage ceremony with the old man. Afterward, he refuses the marriage bed, completely dominating the relationship, and of course thoroughly demoralizing Rufaldo when Antonio's true identity is discovered. The play's end finds Antonio and Hilaria planning to wed.
BUBULCUS
Bubulcus is a rich, haughty fellow who loves Hilaria and consequently despises Antonio, his competition. Bubulcus, thrown to the floor and kicked by Antonio, seeks an unusual revenge: he would murder Antonio with "mouth-guns." Neither of the speeches he learns at the Compliment School, outrageous as they are, is ever delivered intact to the appropriate person; Bubulcus must therefore save face by claiming to have challenged and killed Antonio. At the shepherd's festival his lie about the duel is disproved, for Antonio appears at the festival-alive, well, and ready to wed Hilaria. Bubulcus has lost his suit.
CORNELIO
Cornelio is the father of Antonio, Selina, and Felice. His over-strict child rearing has already lost him his daughter Felice, who disappeared years past. Now Cornelio's problem is the opposite. He has allowed Selina so much independence that she first determines to wed old Rufaldo and afterward flees on the wedding day. Cornelio is overjoyed to be reunited with his daughter Felice at the shepherd's festival and quite willingly promises her to Gasparo, her original love.
COUNTRYMAN
This unnamed Countryman is the father of Oaf. He brings Oaf to the Compliment School, wishing that his son be made a scholar and courtier.
CURCULIO
Curculio is the name assumed by Gorgon in his role as Usher at the Compliment School. In this position his primary role is teaching clients how to posture, although Curculio also is pressed into service to teach and compose some of the simpler speeches.
DELIA
Delia is a chambermaid. She visits the Compliment School and exchanges flowery phrases with Gasparo (disguised as Master Criticotaster). She and Gorgon (disguised as Curculio) also bandy rhetoric with ease.
ECHO
Echo is an unseen, offstage voice that mis-repeats the tag end of Welshman Jenkins' phrases as he wanders in the forest.
FELICE
Felice is the daughter of Cornelio and sister to both Antonio and Selina. Years ago Felice left home, deeply in love with Gasparo but hindered by her overly strict father. Felice is now in the guise of a shepherdess, and in this guise she ends up meeting sister, brother, father, and future husband Gasparo all at the shepherd's festival near the play's end.
FIRST SHEPHERD
The First Shepherd we meet in the countryside comments that the shepherd's life is without care or worry. This Shepherd later makes an offer of marriage to "shepherdess" Mopsa, who is actually Gorgon in disguise.
GASPARO
Gasparo is a young gentleman who has nursed a love for Felice for several years. Much of his time recently has been spent on a lark. He operates a Compliment School where, aided by Antonio's servant Gorgon, he assumes the role of Master Criticotaster and offers lessons in rhetoric and posturing. Role-playing indeed seems Gasparo's favorite activity. We observe him dressing as a shepherd and discovering his long-lost love, Felice, at a local country festival. The play's end finds Gasparo reunited with and planning to wed Felice.
GORGON
Though officially a servant to Antonio, Gorgon is a remarkably outspoken and independent individual who seems to spend none of his time with other servants. His favorite activity is playing prank. We first see him-aided by Gasparo-convince Rufaldo that the old gent has miraculously grown younger looking. Also along with Gasparo, Gorgon larks in the Compliment School, where he assumes the Usher's role and takes the name of Curculio. Gorgon's primary duty at this "school" is to teach posturing, but his charades do not stop there. Dressed as the shepherdess Mopsa, Gorgon attends the shepherd's festival and even receives a marriage proposal from a country fellow.
HILARIA
Daughter of Rufaldo, Hilaria loves Antonio but is relentlessly pursued by the wealthy Bubulcus. She is privy to the disguises affected by both Antonio and her sister Selina and thereby is fully aware that Bubulcus is lying when he claims to have slain Antonio. By the play's end she is engaged to wed Antonio.
INFORTUNIO
Infortunio is an incredible romantic who is thoroughly captivated by Selina. By his own admission he is not much to look at, yet he claims his insides are as full of love as are anyone else's. His state of misery over Selina's supposed marriage to Rufaldo is considerably helped by discovering Selina at the shepherd's festival, and he is finally accepted by his lady love at the play's end.
INGENIOLO
Ingeniolo is a justice's clerk who comes to the Compliment School. A yeoman's son, Ingeniolo is in love with a farmer's daughter and presents a sophisticated and flowery piece of rhetoric at the School.
JENKIN
Jenkin, master of Jocarello, is a Welshman who loves Selina. His brogue is incredibly thick, and he sometimes misunderstands what is said to him or in his presence. He flits in and out of the play, appearing at the Compliment School, becoming lost in the forest, and eventually discovering the shepherd's festival near the end of the play.
JOCARELLO
Jocarello is Jenkin's page. He confirms to his master that it is indeed Selina they have seen wearing breeches in the forest, and he is reunited with his master at the play's end after a period of separation in the forest.
MAIMED SOLDIER
The unnamed Maimed Soldier is another of Gorgon's disguises. With closed eyes, he tries to borrow money of Gasparo.
MASTER CRITICOTASTER
Gasparo assumes this title in his guise as Master of the Compliment School. He is only known by this name to clients of the School.
MISTRESS MEDULLA
Medulla is a country gentlewoman. She is seemingly a regular at the Compliment School. She is well-known there, and she rehearses a dialogue with Gasparo upon a theme of a widow responding to a suitor's advances.
MOPSA
Gorgon uses this name in assuming the guise of a shepherdess.
MUSICIAN
Rufaldo keeps this unnamed Musician as teacher for Hilaria. We hear the Musician singing verses that Rufaldo has composed.
OAF
The son of a countryman, Oaf is brought to the Compliment School to learn scholarship and the ways of a courtier.
ORLANDO FURIOSO
Furioso is a devotee of the Compliment School who presents an outlandish speech full of mythological references.
PARSON
A "ghost character." This unnamed Parson is hired for a double fee to perform the Rufaldo and Selina nuptials.
RUFALDO
Rufaldo is an old merchant and father of Hilaria. Gorgon and Gasparo gull him into believing that he has miraculously become younger looking, and he presses his suit with Selina. Reneging on her ill-considered promise to wed Rufaldo, Selina disappears, leaving her disguised brother Antonio to take her place and wed Rufaldo. Rufaldo quickly learns that his new bride is to be neither bedfellow nor submissive wife. By the end of the play he discovers the trickery and gives his daughter Hilaria to Antonio.
SECOND SHEPHERD
This Second Shepherd describes the shepherd life to Selina as one full of visions of playing nymphs; he claims to catch fish by singing madrigals to them.
SELINA
Selina is sister to Felice and Antonio; the three are children of Cornelio. Selina has repulsed the flowery advances of Infortunio and, in a moment of undue piety, promised to wed old Rufaldo. Ruing her promise, Selina installs Antonio as her substitute and dons shepherd dress in the country. At the shepherd's festival she appears as Antonio, proving that Bubulcus truly did not murder Antonio as he had once claimed. Revealing her identity she finally accepts the love of Infortunio.
SERVANT
An unnamed Servant of Cornelio, this fellow reports he cannot find Selina upon her wedding day morning.
SERVINGMAN
This unnamed Servingman calls at the Compliment School for a speech commissioned by Sir Valentine Wantbrain.
SHEPHERD
This unnamed Shepherd is sent by Antonio to summon Cornelio to the shepherd's festival.
SHEPHERDESS
This unnamed Shepherdess performs a song at the shepherd's festival.
SIGNIOR PETRUCCHIO
A "ghost character." Signior Petrucchio is a dancing master with whom Gasparo compares Rufaldo.
SIR VALENTINE WANTBRAIN
A "ghost character." This gentleman has supposedly requested a speech from the Compliment School.
THIRD SHEPHERD
This Third Shepherd explains that there is no despair or jealousy involved in a shepherd's life.