- Sir Bounteous Progress, an old rich country knight
- Gunwater, steward to Sir Bounteous
- Richard Follywit, grandson to Sir Bounteous
- Lieutenant Mawworm & Ancient Hoboy, Follywit's cohorts
- Another cohort disguised as a Footman
- Other Comrades to Follywit
- Master Shortrod Harebrain, a jealous husband
- Wife to Master Harebrain
- Rafe, servant to Master Harebrain
- Master Penitent Brothel, in love with Harebrain's Wife
- Jasper, servant to Master Penitent
- Courtesan, mistress to Sir Bounteous, bawd to Master Penitent
- Mother to the Courtesan, an old gentlewoman, bawd to her daughter
- Man, servant to the Courtesan
- Master Inesse & Master Possibility, two eldest brothers and heirs, suitors to the Courtesan
- Two Knights, visitors to Sir Bounteous
- Constable
- Two or three Watchmen, hired by Master Harebrain
- Servants to Sir Bounteous
- Neighbours to Sir Bounteous
- Succubus, a devil in the likeness of Harebrain's Wife
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