Cupcake is a living cupcake. He is often beaten on and abused by humans, who tend to find him annoying and an easy target to pick on. Cupcake is only the size of an actual cupcake, lacking any strength or way to defend himself.

Cupcake finds it hard to survive in the human world, and is forced to live in the ghetto and often go long periods without food because he is very very poor.

Still, Cupcake remains cheerful and friendly at almost all times. He trusts all people, even those who beat him every time they meet. He enjoys playing with his toys and watching "Barney and Friends."

Pal is Cupcake's only human friend. Cupcake considers Pal to be his big human protector (even though Pal never helps him) and his best friend (even though Pal never talks and Cupcake does not know Pal's real name). Pal mostly sits around, unresponsive to the what occurs around him.

Pal's origins are unknown. He has a constant green paste on his mouth and is always carrying a fish.

Mr. Boss is the name Cupcake uses for his boss at work. Boss forces Cupcake to do labor too difficult for Cupcake's small body, or will torture Cupcake during amusement the work day.

Still, Cupcake remains obedient toward his Boss, even though he is rarely paid his $5 a week salary.

Gorilla & Saki are two tormentors of Cupcake. One is a gorilla, and the other is a sock. They are wealthy heirs to a corporate fortune, may be brothers somehow, and enjoy the kind of life Cupcake cannot because he is very poor.

They enjoy abusing Cupake whenever they encounter him.

Boobles is a teddy bear and Cletus and Roo are a two headed worm. They are Cupcake's only friends other than Pal. Cletus is dead, but because they do not know what death is they all assume he is sleeping.