Swamped! is an interactive experience in which instrumented plush toys are used as a tangible, iconic interface for directing autonomous animated characters. Each character has a distinct personality and decides in real time what it should do based on its perception of its environment, its motivational and emotional state, and input from its "conscience," the guest. By manipulating a stuffed animal corresponding to the character the guest can influence how a given character acts and feels. For example, the guest could have the character wave at another character by waving its arm, make it squawk by squeezing it, or direct the character's attention by moving the stuffed animal's head. The characters incorporate a novel model of behavior and emotion, multi-target motion interpolation and new techniques for real time graphics. Automatic camera and lighting control helps reveal the emotional content of each scene. By combining research in autonomous character design, automatic camera control, sympathetic interfaces and action interpretation, Swamped! seeks to create an evocative and novel experience.