Few virtual environments are capable of supporting large numbers of autonomous agents (> 5000) with complex decision-making on a single machine. This demonstration depicts such an agent infrastructure set within a game-based virtual environment. The embodied agent framework consists of two primary components: a lower-level navigation layer consisting of commercially-available AI middleware, and a higher-level cellular automata system driven by agent goals, resources and thresholds. The overarching gamebased infrastructure consists of these two AI components, along with an ICT-developed perception system sitting atop the Gamebryo rendering engine. The typical number of agents supported on a dual-core CPU with a modern graphics card is ~10,000 rendering at 30 frames-per-second. To support this quantity and level of intelligence several design considerations were implemented, including the use of multiple threads, a clone/sprite-based avatar view, and a dynamic level-of-detail update system. Future work includes distributing the AI mechanism across multiple machines to support numbers of agents a level of magnitude higher than is currently possible.