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"Galaxy Gulp" is a short machinima film made to illustrate different concepts and techniques for making machinima using Valve's Source game engine. It is a comedy set in a gas station located on an asteroid in the middle of space. When making the film, we wanted to show some of the different models in action that had already been developed for previous Noesis Interactive projects. However, their diversity was so extreme that no typical setting seemed to encompass them. Thus, an environment was imagined that was detached from the standard Half-Life sphere and promoted the melding of characters, situations and realities. Many different techniques were used in creating this movie, resulting in a piece both entertaining and bizarre.