This installation features the animated character Max T. Rat (Dobie's cousin). Max is the first autonomous, animated character that can be teased, that changes its behavior in response to the teasing, and that remembers the participant and behaves appropriately should the participant return to the installation at a later time. The user teases Max with a piece of physical "cheese," and can also verbally tease him. Based on the participant�s actions, Max forms expectations�can he trust the participant to give him the cheese? is the participant a good person or not?�and ultimately modifies his behavior to find the best strategy for getting the cheese. The installation demonstrates a number of technologies: Max is built using the next generation of our behavioral toolkit that includes a new framework for learning in a long-term behavioral context, and specialized learning mechanisms for performing social learning and expectation-based learning. In addition, the system incorporates a new Java-based graphics library and novel applications of sensing technology. The �cheese� emits IR, allowing us to track, precisely and robustly, the position of the cheese via a stereo-vision system. An RF link allows us to change the state of the cheese in response to Max�s actions. Participants are identified using retro-reflective markers on their badges as well as via acoustic pattern-matching. Pitch tracking is employed to detect if the participant is verbally teasing Max.