- Olivia Lytton, reciter of dirty limericks, overindulger in meat pies, betrothed from her childhood to the son of her father's friend, the Duke of Canterwick. She's rebelled at every step by her parents' lifelong quest to make a perfect duchess out of her.
- Said betrothed, Rupert, brain-damaged by lack of oxygen at his birth and hence not exactly the mate Olivia dreams of. (Rupert is a really risky character, especially for the genre, and especially during an early scene where the two's respective parents more or less force them to attempt intercourse to cement their engagement. It's a sign of James's talent that he's ultimately a nuanced and sympathetic character, though he's not the official hero.)
- Olivia's twin sister, Georgiana, who took to heart the "duchification" lessons of their youth, and is sweet, polite, and struggling to make men notice her. Her lack of family and fortune will be remedied by Olivia's marriage--at least that's the plan.
- Tarquin, Duke of Sconce (sconce sconce sconce! I wonder if there's a Duke of Wainscoting or an Earl of Crown Molding lurking about), wounded by his first wife's infidelity and the death of their son. He's allowing his formidable mother (ah, the formidable mother trope! I loves 'em. Not in real life) to choose his next spouse--she believes Georgiana will fit the bill, but Quin has immediate hot pants for Olivia, who shows up on his doorstep in a rainstorm.