A nimated characters can play the role of teachers or guides, teammates or competitors, or just provide a source of interesting motion in virtual environments. Characters in a compelling virtual environment must have a variety of complex and interesting behaviors, and be responsive to the user's actions. The difficulty of constructing such synthetic characters currently hinders the development of these environments, particularly when realism is required. In this article, we present one approach to populating virtual environments-using dynamic simulation to generate the motion of characters. We explore this approach's effectiveness with two virtual environments: the Border collie environment, in which the user acts as a Border collie to herd robots into a corral, and the Olympic bicycle race environment, in which the user participates in a bicycle race with synthetic competitors (see Figure 1). Motion for characters in virtual environments can be generated with keyframing, motion capture, or dynamic simulation. All three approaches require a tradeoff between the level of control given to the animator and the automatic nature of the process. Animators require detailed control when creating subtle movements that are unique or highly stylized. Generating expressive facial animations usually requires this low level of control. Automatic methods are beneficial because they can interactively produce motion for characters based on the continuously changing state of the user and other characters in the virtual environment.