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Main Trio


Brendon Small

Played By: Brendon Small

The star of the show and writer/director/lead actor in most of his movies. Brendon acts out his anxieties and problems through his movies. He has had his trusty camcorder since just after toddlerhood, and has been making films incessantly ever since, perhaps because he started around the time his parents got divorced. Though well-meaning, logical, and surprisingly witty, he is consistently dogged by apathy, oversight, and occasional egotism; he is usually surprised, confused or hurt when his work is criticized. Despite his questionable wisdom and intelligence in other parts of life, he is surprisingly knowledgeable about films and filmmaking; his first film was an homage to Easy Rider called Eazy Trikers. Brendon is apathetic toward his schoolwork and consistently gets bad grades, most likely because he is preoccupied with making movies.


Melissa Robbins

Played By: Melissa Bardin Galsky

Brendon's friend and co-star, who is often more sensible than Brendon or Jason. However, when it comes to very personal issues (such as her mother's whereabouts, family history and boyfriends), she becomes very frantic and overly sensitive. Melissa is also the daughter of a single father, Erik. At the beginning of season three she is shown to be a bit of a tomboy, but throughout season four she appears much more feminine. Melissa suffers from allergic bronchoconstriction if she eats kiwi, and carries an EpiPen as such. She was also, at one point, aquaphobic, but she overcame the fear when she rescued Coach McGuirk from drowning. She is a straight A student and often feels left out when she is not told about what the boys are planning.


Jason Penopolis

Played By: H. Jon Benjamin

Brendon's friend and co-star who is noticeably more emotionally stunted, but can be much more aware of his surroundings and situations than others. Subtle irony throughout the series suggests that, while his parents are never introduced, they are wealthy, but never around or aware of Jason's pastimes, including the fact that he is always hanging out with Brendon and Melissa making films, though he himself is at least partially unaware that they tape them and while being friends with Brendon and Melissa, he never once told his parents about them. He has suffered dangerous and extreme attacks of sugar addiction on several occasions that Melissa usually helps him overcome. Jason also has numerous infections and diseases such as pinkeye, urinary tract infection, and eczema. His feelings for Melissa are often very mixed—at one time, he told Brendon his view that she's a good person, but a terrible actress; at another time, he was more than eager to participate when Brendon suggested he and Melissa kiss.
  • Cloud Cuckoolander: Has shades of this. In the first season, for example, he seems ignorant of the most basic hygienic considerations, but in the next breath demonstrates considerable knowledge of acting and filming techniques and famous movie directors.
  • Childhood Friend Romance: Plans to invoke this trope on Melissa. In one episode he explains his incredibly detailed marriage proposal he's planned.
  • Heterosexual Life-Partners: As the show progresses, Jason and Brendon become best friends, to the point that Jason was devastated in "Bad Influences" when Brendon decides to end their friendship due to health reasons.
  • I'll Tell You When I've Had Enough!: With candy.
  • The Pigpen: Though this was largely downplayed after season 1.
  • Spell My Name with an "S": A running gag on the show is that his family name is spelled differently everytime it's shown on-screen. "Penopolis" was the first spelling used (excluding an earlier episode where it was spelled as "Panopolis" in closed captions), followed by "Popodopolis" and "Penopopolis".

Other Main Characters


John McGuirk

Played By: H. Jon Benjamin

Brendon and Melissa's incompetent, acerbic soccer coach; an overweight, alcoholic Scottish-American who constantly gives Brendon bad advice. McGuirk considers Brendon, Melissa and Jason his friends and will usually help them out or stick up for them even though he is often rude to them (especially Melissa).


Paula Small

Played By: Paula Poundstone & Janine Ditullo

Brendon's single mother, a (temporarily unemployed) creative writing teacher (apparently having taught in her younger days, as mentioned in Method of Acting) and author. She is usually supportive of Brendon's filmmaking, but sometimes sees it as a nuisance or unhealthy. She talks very frankly with Brendon about life issues, and they both make age-inappropriate jokes, thereby creating much more of a friendship between them than is usual.

Recurring Characters


Mr. Lynch

Played By: Ron Lynch

Brendon and Melissa's teacher.

    Walter & Perry 

Walter & Perry

Two hyper best friends with high-pitched voices and matching attire. They are always together, usually holding hands, and are adamant about never leaving the other's side.



Played By: Brendon Small

A metalhead of few words, whose band Scäb writes and performs the music for most of Brendon's movies.
  • Ascended Extra: Started as an unintelligible background extra, who did music for Brendans movies. Eventually became a character in his own right, with a few episodes focused on him.
  • Book Dumb: He's an incredibly talented guitarist and wrote a compelling movie script in "Director's Cut", but is apparently bad at his high-school studies. It doesn't help that he has no real interest in school.
  • Garage Band
  • Ship Tease: With Clarice in Season 3. Unlike the other people she interacts with, he seems to have no problem with her...tendencies.


Fenton Mewley

Played By: Sam Seder

A spoiled, annoying classmate with the tendency to call Brendon "Bren-Bren," and ask to be in one of his "video-films."


Erik Robbins

Played By: Jonathan Katz

Melissa's father, a real estate agent. Erik is one of Paula's few close friends, and occasionally hints at being attracted to her.


Josie Small

Played By: Loren Bouchard

Brendon's baby sister.


Andrew Small

Played By: Louis C.K.

Brendon's estranged father, a lawyer. He is 11 years older than his second wife, Linda.


Linda Small

Played By: Laura Silverman

Brendon's attractive, snippy stepmother. She often does volunteer work, but most likely for a sense of superiority.



Played By: Jen Kirkman

Choreographer for Duane's band on whom Brendon has a crush.

    Nurse Kirkman 

Nurse Kirkman

Played By: Jen Kirkman

The attractive new school nurse who Coach McGuirk tries unsuccessfully to court. Jason is infatuated with her, and attacks McGuirk after he mentions the latter's advances.

    Mr Lindenson 

Arnold Lindenson

Played By: Andy Kindler

Paula's expressive and oddly energetic boss. He is quite tactless; he laughingly denied Paula when she asked for a raise, and assumed she would try to kill him when he fired her. Apathetic and carefree, but is oblivious about how rude he is being to others. He initially mistook Brendon for being Paula's daughter rather than her son for reasons unknown. He has a good side, however, and offered Paula her job back on the day of her ex-husband's wedding (which she accepted).



Played By: Emo Phillips

A strangely friendly bully who initially beats up Brendon, but later befriends him. He shows contempt for teachers and authority figures in general, such as breaking into Mr. Lynch's car and stealing all of his Frank Sinatra music.
  • Affably Evil: Shannon always keeps a calm, conversational tone to his voice, even when he's beating people up or causing property damage. He's never actually shown losing his temper.
  • Big Brother Bully: A mild example; while Shannon seems to be a capable caretaker for his brothers, he's not above burying them up to their necks in the backyard.
  • The Bully
  • Hidden Depths
  • Jerkass
    • Jerk with a Heart of Gold: In his first appearance, he schedules a fight with Brendon and gives him tips on how to warm up before the fight. Later in the episode, he lets Brendon think he won, just to help out Brendon's ego a little.