The goal of this effort is to demonstrate one of the first fully immersive Virtual Environment installations that is inhabited by virtual characters and presences specially designed to respond to and interact with its users. This experience allows a visitor to become visually and aurally immersed in a 3D computer generated environment that is inhabited by many virtual animals. The animals enter and exit the space through portholes and doors which materialize and dematerialize around the viewer. As a user explores the virtual space, they encounter several species of computer generated animals, birds, and insects that move about independently, and interactively respond to the users presence in various ways. For example, if the user moves towards a group of birds gathered on the ground, they might take off and swirl around the user with realistic flocking behavior, fly off into the distance, and return to the ground in another location. Several four- legged animals will approach the user with different gaits and behavioral reactions. The visitor might also turn toward the 3D localized sound of other animals as they follow from behind.