You can get 121 friends but you'll only be able to list 120. This is because Clyde, a character that you can befriend at the start of the game will unfriend you as the story progresses. However, befriending him is still necessary to get all the friends registered.
There are different requirements to befriend some characters. Some can be registered automatically as you progress through the story, some will be instantly added after talking to them while you need to complete sidequests in order to register others. There are also some missable friends that you can only befried at certain points of the game. This section will mark the missable ones in red font and indicate the earliest way to befriend them. Please refer to this guide's individual walkthrough and sidequest pages for more info.
Registerering friends allow you to access Perks or additional abilities that will help you in combat. These perks are limited and permanent so carefully choose the ones that will truly benefit your character.
The list below will be in alphabetical order.
Al Gore
He befriends you moments before he gives you the “ManBearPig” sidequest. You can find him hiding behind a tree beside the cinema.
Allie Nelson
Once you're allowed inside the girls' headquarters, talk to her. She's the one sitting to the upper left.
Annie
Rescue from the bullies in front of the town hall
Amber
Added after finding her in the sidequest “Dropping the Kids Off”
Bartender
Complete “Rats in the Cellar” sidequest
Bebe
Complete the quest “Recruit the Girls”
Big Gay Al
You'll find a smartphone along the way while exploring Mr. Slave's digestive track in the quest “Beat Up Clyde”. When it rings, make sure to answer it immediately to register him.
Bill
Defeat the enemies ganging up on them during the quest “Attack the School”
Billy
Complete “Hide n' Seek” sidequest
Bishop of Banff
Defeat him in battle and spare his life during the quest “O Canada”. If you decide to kill him, you won’t be able to get his friend request obviously.
Bradley
He's hiding in the bushes west of Kyle's house. You have to shrink your size and enter through the small hole in the bushes.
Butters
Your very first friend. You’ll meet him as soon as you leave your house.
Cartman
After the briefing near the start of the quest “Forging Alliances”
Catatafish
Successfully disarm the snuke inside Mr. Slave's ass in the quest “Beat Up Clyde”.
Chinpokomon Toy Corporation
Collect all 30 chinpokomon. Refer to this guide's dedicated page for their locations.
Chris Donnely
After the two factions have joined forces, talk to him again in the Elven Kingdom.
Christmas Critters
(Beary, Rabbity, Skunky, Beavery, Mousey, Squirrely, Deery, Woodpeckery, Porcupiney, Foxy, Chickadee-y & Raccoony)
Find the 12 Christmas Critters by going to the Lost Forest. To find them, go to these directions: right, up, right, down, right to reach their area. Talk to them and accept Satan as your savior.
Clyde
Talk to him as soon as you’re inside Kupa Keep. If you fail to befriend him during this time, you may not be able to befriend him anymore as the story progresses.
Cornwalis
Rescue him from the hobos in the sidequest “Dropping the Kids Off”
Crab Person
Break down the rock covering the path leading to him using the magic Nagasaki (learned after completing the quests in Canada). He can be found in the cavern under the town. This is reached by fully exploring the sewers.
Craig
Complete “Detention Sentence” quest
Dad
Talk to him once you've acquired at least 50 friends.
Damien
Talk to him inside the cinema.
DogPoo
Complete the sidequest “Restoring the Balance”
Dougie
He’s found outside Butters house. You can talk to him after meeting up with Cartman and getting your first real quest. Take note that he will disappear as you progress in the story.
Douglas
Second floor of the building next to Photo Dojo. You must have the alien probe tool from the main quest “Alien Abduction”. Shoot the window on the second floor to reveal the alien device. Beam yourself on the second floor and talk to Douglas.
Duke of Vancouver
Talk to him after receiving the letter from the Princess of Canada.
Earl of Winnipeg
Slay the three dire bears in Winnipeg during the quest “O Canada”
Esther
Inside the News Room. You can get the key from the Post Office.
Filmore
Complete “Hide n' Seek” sidequest
Firkle
Complete the main story quest “Nonconformist”
Flora
Complete “Hide n' Seek” sidequest
Fosse
Defeat the enemies ganging up on them during the quest “Attack the School”
Francis
Destroy the snowman he's building to make friends with him.
Frog King
Successfully disarm the snuke inside Mr. Slave's ass in the quest “Beat Up Clyde”.
General Disarray
Inside Professor Chaos' lair inside a U-Stor-it storage shed. To access the lair, you need to get the Chaos Lair Key from Butters' room. Then, you have to hit the ladder above the dumpster beside the hobo/street merchant. Once inside, go north then east then open the right-most storage.
Heidi
Once you're allowed inside the girls' headquarters, talk to her. She's standing on the right side.
Henrietta
Complete the main story quest “Nonconformist”
Ike
Once you've reached the upper tower during the quest “Beat Up Clyde” and Ike got hit by a cyclops, blow up the firecracker to knock the cylops down. You can only befriend him during this particular spot.
Jason
Talk to him (he runs the shop) after entering the Elven Kingdom as part of the story.
Jenny
Complete “Hide n' Seek” sidequest
Jessie
Once you're allowed inside the girls' headquarters, talk to her. She's beside the chest to the left.
Jessica Rodriguez
She'll be added during the quest "Unplanned Parenthood"
Jesus
Complete “Find Jesus” sidequest
Jimbo
Complete the sidequest “Big Game Huntin' with Jimbo”
Jimmy
Complete the sidequest “Magical Songs”
Karen (McCormick)
Inside Kenny's house
Kelly Gardner
Talk to her, she in front of house 1890.
Kelly Rutherford
On a bench west of your house. You should have at least 20 friends to befriend her. Take note that she will disappear from her location as you progress in the game.
Kenny
Complete “Flower for a Princess” sidequest
Kevin Stoley
Complete “Vulcan Around” sidequest
Kyle
Side with him after successfully recruiting the goth kids in the main quest “Gain New Allies”
Lemmiwinks
Inside the Fifth Grade room during the quest “Attack the School”. You need to find him first before confronting Kyle or Cartman in the last part of the quest.
Leroy Mullins
On the rooftop of the newsroom. You have to enter the vent to the right side of the room in gnome size. (You'll pick up the Accountafish chinpokomon along the way) then climb up the pipe
Lola
Talk to her in the post office once you've gathered at least 40 friends.
Mayor McDaniels
Complete the sidequest “The Homeless Problem”
Michael
Complete the main story quest “Nonconformist”
Millie
Destroy the snowman beside the photo-dojo and talk to her.
Minister of Canada
Rescue him during the quest “O Canada”
Mom
Talk to her on your first day.
Monica
Defeat her bf during the quest “Forging Alliances: Pose as Bebe's Boyfriend”
Mr. Adler
After completing “PTA Problems”, talk to him in the Community Center
Mr. Broflovski
Talk to him outside his house.
Mr. Garrison
After completing “PTA Problems”, talk to him in the Community Center.
Mr. Hankey
Complete “Dropping the Kids Off”
Mr. Hat
You'll find him along the way while exploring Mr. Slave's digestive track in the quest “Beat Up Clyde”.
Mr. Kim
Complete “Mongolian Beef” sidequest
Mr. Mackey
Complete the sidequest “Wasted Cache”
Mr. McCormick
Destroy the garbage bags beside Skeeter's Bar.
Mr. Slave
Complete “Mr.Slave’s Package” sidequest
Mr. Stotch
Talk to him inside Butters’ house.
Mr. Tweak
Buy a Speed Potion Ultra his shop
Mrs. Biggle
On a bench outside the Post Office. Take note that she will disappear from this spot as you progress through the story.
Mrs. Broflovski
After completing “PTA Problems”, talk to her in the Community Center
Mrs. Cartman
Talk to her inside her house.
Mrs. Hankey
Complete “Dropping the Kids Off”
Mrs. Marsh
Buy something from her. Procedures don't count.
Mrs. McCormick
Inside Kenny's house
Mrs. Stotch
Talk to her inside Butters’ house.
Mrs. Tweek
Buy a Speed Potion Ultra from them
Ned
Complete the sidequest “Big Game Huntin' with Jimbo”
Nelly
Once you're allowed inside the girls' headquarters, talk to her. She's the one sweeping the floor.
Officer Barbrady
Outside Tom's Rhinoplasty
Pete Melman
Found in the attic of the garage beside house 2210. Open the garage then shoot the ladder to reach him.
Pete
Complete the main story quest “Nonconformist”
Philip
After they teach you the final magic: Nagasaki during the quest “O Canada”
Polly Prissypants
Set Cartman as your buddy then head to his bedroom. Interact with the doll.
Priest Maxi
Complete “Find Jesus” sidequest
Prince of Canada
After defeating the bishop, report back to the prince during the quest “O Canada”
Princess of Canada
Rescue the minister in the quest “O Canada”
Principal Victoria
After completing “PTA Problems”, talk to her in the Community Center
Quaid
Complete “Hide n' Seek” sidequest
Randy Marsh
Free him from captivity in Alien Abduction.
Red
Complete the quest “Recruit the Girls”
Romper Stomper
Find the jail cell key inside the police station's locker room on the second floor.
Sally
Complete “Hide n' Seek” sidequest
Santa
On the police station’s rooftop. You need the alien probe to reach him.
Scott Malkinson
Talk to him as soon as you’re inside Kupa Keep
Sergeant Yates
Complete the sidequest “Nazi Bounty Hunt”. This sidequest becomes available when zombies have started ravaging the town.
Shelly
Talk to her after defeating her in the quest “She-Ogre”
Simon
Rescue him from the rats in the sidequest “Dropping the Kids Off”
Skeeter
Complete “Rats in the Cellar” sidequest
Sparrow Prince
Successfully disarm the snuke inside Mr. Slave's ass in the quest “Beat Up Clyde”.
Stan
Complete the sidequest “The She-Ogre”
Terrance
After they teach you the final magic: Nagasaki during the quest “O Canada”
Timmy
Complete “The Timmy Express” sidequest
Token
Complete the “Gate Crashers” quest
Tweek
Complete “Hot Coffee” quest
Underpants Gnome
Complete the sidequest “Phase 1”
Wendy
Complete the quest “Recruit the Girls”