Galadriel Hopkins, who is known as Gilly, is 11 years old and living in her third foster home in less than three years. At the beginning of the book, she is "Gruesome Gilly." She is defiant, smart, determined, and unmanageable. She likes to be in control of every situation and doesn't like to conform to others' expectations of her. Her favorite phrase is, "I'll show them!" She has learned not to get attached to people because they leave. Instead of befriending people, she thinks about how she can use them to get her way. Gilly tries her hardest to alienate her new foster family, but they treat her like family anyway. The more time she spends with them, the more she grudgingly likes them. She eventually realizes that it feels good to be needed and loved by others and to love in return. By the end of the book, Gilly has become "Good Galadriel."
Maime Trotter becomes Gilly's third foster mother in less than three years. Trotter is not a great housekeeper, but she is one of the best foster mothers in the system. She is kind, patient, and loving. She's also fiercely protective of her foster children. She refuses to allow anyone to hurt the children in her care, and she does her best to make them feel like family. She considers herself a mother, not a foster mother.
William Ernest is very shy and nervous, and he is easily frightened by Gilly. He flinches and fears he will be hit which indicates he may have been abused in his past. He struggles to read and may be behind academically, but he also has moments of intelligent insights. He becomes attached to Gilly as she helps teach him to read and to stand up for himself. He grows in confidence by the end of the book.