Mr. Brown: A teacher and friend of Tom.  He's a little bold at times, fairly rational.  Sometimes he catches the reader off-guard.

Mrs. Jackson: She's been teaching for awhile and isn't easily caught up in the newest trends.  A little scared of technology, a little bold in her pronouncements, but a woman who knows how to teach.

Paul the Pre-Industrial Poet: Mentor of Tom, best friend. A skeptic, a poet, a thinker.

Principal: A new principal who is open to technology, but also wants to keep the district happy.

Tom Johnson: The main character.  He's a guy searching for authentic learning and pencils are part of the equation.