The SCOOT Behavior system is a rich and flexible behavior architecture for constructing directable autonomous animated characters. Derived from studies of animal behavior and Marvin Minsky's "Society of Mind", the SCOOT behavior system comprises a few simple "building blocks," and can be used to easily implement arbitrary models of action selection, behavioral motivations, emotions, and learning. The SCOOT behavior system allows us to easily construct characters that have distinct personalities and respond "in character" to the situations they encounter at any given moment. It is the underlying behavior architecture used in Swamped!