This may come as a surprise to some, but I have never properly watched the modern version of Ocean's Eleven (the Rat Pack version I have not seen at all). To say that I've never seen the film would be inaccurate; suffice it to say that I have been present in the room while it was playing. I didn't watch the entire film from beginning to end, but I saw enough of it to get the general feel for the film, as well as its character dynamics and major plot points. My true inspiration, in fact, was not the film itself, but yet another parody of the film.

In the summer of 2003, I was enraptured by Michael Russell and David Stroup's shrewdly hilarious "Jaxxon's Eleven", an online comic concerning several Star Wars characters - most of them obscure - banding together to pull off a heist and settle old debts. Reading it over the course of several months, my Homestar Runner fanhood grew as well. I had tried my hand at writing a few small Homestar pieces, only one of which - the now long- jettisoned "Paint Too Proud To Beg" - was worthy to be published. I eventually started pondering the idea of such a diverse, dysfunctional, yet close-knit bunch like the Free Country gang trying something similar to "Jaxxon's Eleven". This would be an interesting experiment, plus a chance for me to excise some "story scraps" that were bouncing around in my imagination with no story to contain them. I started writing on November 27, 2003; little knowing the enormity of what I was about to undertake.

For the record, the "story scraps" were:

- Homestar proposing to Marzipan, with much the same dialogue

- Strong Bad, Homestar and Pom Pom showing up at the club, the opening dialogue intact

- The gang encountering the High Bucket Master and the Sacred Pile

- The gang sliding through subterranian tunnels

And the major plot points lifted from Ocean's Eleven:

- Character gets out of jail and finds an old friend waiting for him

- He agrees to help "get the old gang back together for one last job"

- They find and recruit every member of the old gang, discovering what they've been up to since going their separate ways

- One member of the gang who was once romantically involved with a member of the gang is now seeing the villain of the piece

- The gang puts their plan into action and narrowly escape

- The previously jailed character gets arrested and takes the fall for the rest of the team, facing life imprisonment

- The romantic interest returns to the gang

- Some eleventh-hour interventions results in the final defeat of the villain and a happy ending for the gang

While these scenarios shaped the main thrust of the plot, otherwise I allowed myself free reign to do as I pleased with the premise, as Strong Bad, Homestar and the rest are not ordinary characters by any measure. As with all of what I write, I had a beginning and ending set in stone, but allowed the story to run wild in the intervening space. How it turned out seemed to surprise many, including myself. It truly took on a life of its own, and I'm still not entirely sure where the "magic" of this story came from. But I do think a major factor is that nothing like this had ever been fully attempted before, although many well-written stories with similar ideals have sprung up since, and I don't think it's mere arrogance on my part that makes me feel some sort of personal pride at the results.

Of course, this story would be nothing without the well-defined characters set before me, courtesy of the Chapman Brothers. Bearing that in mind, let's take a brief look at:

Despite the title, Strong Bad is clearly the most important character in this story. In fact, Strong Bad could well be considered the most important character in all of my Homestar Runner stories, simply because his personality is simultanously the most defined and the most complex of all the characters. He is the catalyst that sparks the other characters to life, he gets most of the laughs and clever lines, and his dilemma is the one with which the audience identifies the most. Without Strong Bad, Pom Pom's Eleven would not only be boring, but trivial. While Strong Bad does not have a defined "skill" like most of the rest do, he's invaluable as the "go-to" member of the team, the jack of all trades. He may barely seem to earn his keep at first glance, but closer examination reveals that he is invaluable.

Strong Bad is simultaneously the easiest and hardest character for me to write; his dialogue is written in a much more distinguished fashion than the broad patios of the other characters, but it is imperative that every line Strong Bad speaks is his and his alone. Even small interjections like "Yeah, I know" need to be "punched up", so to speak, so there is never any doubt that Strong Bad is speaking. It's tough, but when it works, it's the most rewarding material in the story.

Strong Bad has to go through several emotional highs and lows in this story, and while his canon encounters seldom explore these emotional depths, Strong Bad had to be the one to endure these simply because the other characters couldn't pull it off. Strong Bad is a very funny character, but there has always been a strong human element within him that his castmates can't quite match. All of Strong Bad's emotions, experiences and words are the heart of the story, and they radiate outward to spark everything else into motion.

I love writing Homestar because he is, in essence, a big kid. I was like Homestar not too long ago, and in some ways I guess I still am. There's a certain appeal Homestar has, because even at his stupidest moments there is always this dear childlike demeanour not too far from the surface. That is why Homestar was the obvious candidate for a near-death experience at the story's climax; all the other character are, in their own ways, jaded, but Homestar still seems untried and, in some ways, pure. The idea that somebody that innocent could be so callously struck down is what gives the final vignette its dramatic punch. And it makes the happy ending doubly triumphant.

Writing Homestar's comedic lines is easy - just think of the stupidest way to react to a statement or situation. However, Homestar also had some tricky scenes with Marzipan late in the story that needed much more thought put into them. Basically, Homestar had to grow up a little in order to adjust, but without losing his basic personality. Homestar may be an "obvious" character, but he needs to be written thoughtfully to avoid being a two-dimensional caricature. There may not be much of a brain to Homestar, but there's a lot of heart.

Pom Pom is the enigma of the group. Despite the fact that has a large presence throughout the story, we never really "get inside" him like we do the other characters. This is, of course, keeping with Pom Pom's established persona; most of the time we can only guess as to what he really wants, what he's really thinking, and indeed, what he's really even saying. I avoided giving direct translations of his dialogue, since we never get any translations in the official cartoons either. Readers can pick up clues based on the other characters' responses to what he says, but nobody is entirely sure as to exactly what he is saying. Heck, even I don't know what he is supposed to be saying some of the time, and I wrote him. I think that some aspects of a story should stay secret, even to the author. Looking back, it's clear that even though Strong Bad takes all of the "leadership" duties in the main scheme, Pom Pom is always there overseeing everything, even at tense spots. Since he was the true mastermind behind all this, it really is "Pom Pom's Eleven". And to think I originally only picked the title because "Pom Pom" was the name with the most phonetic similarities to "Ocean".

Marzipan has a tricky role to play; she only shows up in the last few chapters of the story, and she has to return from being a "proxy villain" to a true member of the good guys. Part of this, of course, is due to the necessity of the narrative, but also a factor is that I was likely subconsciously avoiding writing Marzipan for as long as possible, because I never really was fond of her as a character, as well as having serious doubts that I could write her consistently. For a while I was deathly afraid that I had written myself into a corner; Marzipan's first two scenes are some of the most dramatic parts of the entire story, and she later has to endure some of the most intensely romantic material I've ever written. I'm confident enough in writing comedy, but writing drama and especially romance was largely uncharted territory for me, so I just gritted my teeth and dove in head- first. What resulted was perhaps not the most refined material, but the sheer emotional intensity of the affair definitely seemed to strike a chord with most readers. Wringing all of this emotion out of a relatively flat character like Marzipan was definitely a bit of a creative liberty on my part, but it resulted in some surprisingly strong scenes that just wouldn't happen if I kept everything light and pablum. If Homestar had to do some growing up by the end of the story, Marzipan also had to let go of some of her self-centred tendencies and own up to reality a little. Whatever it took, it worked - virtually everybody I've heard from were pleased at the Homestar/Marzipan union at the end; a union that the characters in their current emotional state just wouldn't, or couldn't, commit to.

Coach Z's basic function is to be funny, and he definitely is funny - after reconstructing the triumverate of Strong Bad, Homestar and Pom Pom, he was the first character I brought aboard simply because he's so much fun to write. I think his lines are among the most outrageous in the story. And yet, I always tried to get across that despite the bizarre accent, the lapses of sanity and the occasionally disturbing habits, Coach Z is, at his core, a decent guy. He may not be the most reliable character around, but his loyalty and devotion are never in doubt; he's a solid member of the good guys. I actually let Coach Z go through some emotionally trying material just to see how he'd react, and while the character stays the same (and is still very funny), he handled the dramatic sections surprisingly well. I don't think I could centre an entire story around Coach Z, but as a supporting character he works very well.

Bubs is actually hard for me to write effectively; it's always a challenge to take his dialogue and give it that extra... Bubs-ness that it needs to ring true. Bubs has the potential to be a rather abrasive character, and it's also very easy to make him sound like a complete idiot. I paired him off with Coach Z a lot simply because it's been proven to work time and again - the two personalities just bounce off of each other over and over. Another blow against Bubs is that the Concession Stand - a major facet of his identity - is completely absent. Bubs can't do and say a lot of stuff in this story that he can in stories that take place in current continuity, and I had to play a lot off of his basic goodness of character and freedom of spirit to keep him in character and part of the action.

I like using The Cheat in the same way Strong Bad uses him; he jumps right in and does the dirty work. The Cheat just seems to have an effect on most audiences; he's the only character who can get laughs and affection just by going out and doing stuff. But even though he's obedient, The Cheat is no dummy - he obviously has a rich private life that we're only afforded glimpses of. I tried to keep that dynamic in mind while writing him - part of his involvement is being the gang's gopher, and the other part is furthering his own designs, and altogether he is just plain The Cheat. And just because The Cheat is a little scoundrel doesn't mean that everything goes smoothly for him - he's just as involved in the ensuing drama as anybody, and it's because he's such an affecting character that the reader genuinely cares and worries for him. I kept The Cheat's speech ambiguous, but not as ambiguous as Pom Pom's. Sometimes his dialogue phonetically matches what he's saying, while other times the reader has to guess. It all depends on how important it is to the plot that he is perfectly understood or not.

Since this is action movie territory, Strong Mad's role is pretty well defined. Need something smashed, broken, beat up or yelled at, Strong Mad's your man. But is that all there is to Strong Mad? I've never thought so. Sure he's big, loud, dumb and short-tempered, but there's always been a heart underneath all of that, even though it doesn't always show. His relationship with his brothers and The Cheat are the more interesting parts of Strong Mad's personality, and I tried to dig into them a little to see what I could unearth. The more you subject Strong Mad to, the more vulnerable you see he really is, despite his considerable strength. I played a lot on that vulnerability, and got some interesting results. Sure, Strong Mad stills spends a lot of the story smashing stuff. But at least you care about the one who is doing the smashing. I've taken some criticism for writing Strong Mad's dialogue IN ALL CAPS, but I feel I'm only giving the big guy his due; nearly every other character has their own unique way to claim their dialogue as their own, but poor Strong Mad is reduced to only basic sentences. Since you can't hear Strong Mad's voice or see his hulking physical presence in a text-based medium, allowances must be made to get the character across.

I don't think it's ever been a secret that I've always been partial to Strong Sad above all the other characters. We have quite a bit in common, and I've tended to write a lot of myself, either consciously or unconsciously, into Strong Sad's words and actions. It's always been my feeling that Strong Sad is actually one of the three most important characters in Homestar Runner, after Strong Bad and Homestar. These three have the most defined personalities, as well as the most divergent. While Strong Bad may be the most personable character of the gang, Strong Sad is the most real, as he is the most in tune with the harshness of the real world, which most of the rest either ignore, cynically disregard, or do not comprehend. But even though poor Strong Sad has my sympathies, he still gets subjected to all sorts of indignities throughout the story, not only because it's an established facet of his existence, but because he'd be too capable of a character to be sympathetic otherwise. However, I still think that I'm rather easier on Strong Sad than some authors.

The King of Town. Funny because he isn't funny. Cool because he isn't cool. Lovable for all the wrong reasons. Like Coach Z, I kept the King on mainly as a "goofy old man", but also like Coach Z, the King is a decent fellow; he just has occasional poor judgements with his priorities. There are only so many gags you can make out of a character who gorges himself at any opportunity, so it is fortunate that the King has a relatively well-defined personality to carry him between meals, so to speak. His tendency of making too much of a deal out of some things and joyously making flat-out wrong observations were mainly what I worked with. The King only has a supporting role, but it was a fun one to write.

Boy, and I thought I took creative liberties with Marzipan's character. As the story progressed, I had to come to a decision; is the Poopsmith just a burned-out guy who shovels crap for a living? Or is there something, anything, lurking beneath that brain-dead visage? I decided to take the hard road. The result was a completely new spin, not only on the Poopsmith himself, but all Poopsmiths in general. And yet through it all, I wanted the reaction to these revealed hidden facets of the character to be met with surprise, but not disbelief. My biggest fear was that the character would stop being the Poopsmith we all know and become something else. Through it all, however, I think it all worked out alright. I'm probably the only guy in the world who would give this sort of attention to the Poopsmith, of all characters, so I'm likely in the clear. Perhaps a big part of the character keeping his identity is the fact that he religiously sticks to his vow of silence (I just realized he doesn't even resort to communicating via signboard in the entire story); if he began to speak, the character would simply be irreconcilable with the original Poopsmith.

I don't especially care much for Homsar. I do find him entertaining in small doses, but I hardly think that he's a comedy god, and I simply don't have the patience to give him a major role like he gets in many other stories. Writing too much of his dialogue can get tiresome in a hurry, and coupled with his lack of real personality, I think it's obvious as to why his appearances even on the website are kept to a minimum. Used properly, however, Homsar can be very funny indeed, and I used him mostly to defuse some of the "arid" moments of the story, punching up the dialogue with a well-timed dose of nonsense. Plus, he's a firmly established member of the gang, and the story wouldn't be complete without at least a minor appearance by him. I totally kept Homsar out of the dramatic stuff because I have no idea how he'd react to anything like that, or indeed if he'd even comprehend it. Therefore, Homsar is stuck with either blabbering like a loon or standing around in stunned silence. Not much to him, but he clearly went over big with the readers, and that's what's important.

Let me stress up front that I was not the first author to use Homeschool Winner as a villain, although I appear to have popularized the idea to some extent. Now I can look at Homestar Runner fan fiction and say to myself; Lord, this is all my fault. (I'm joking. Joking!) Nevertheless, Pom Pom's Eleven needed a villain who not only was an obstacle to the gang's designs, but was somebody who had a past with them. It had to be personal. Obviously, Homeschool doesn't REALLY have a past with the gang, but obviously the villain couldn't be a member of the gang; not even the Strong Brothers are capable of that kind of evil. Homeschool's superficial resemblance to Homestar also helped, as it allowed for some interesting character contrasts, especially in their dealings with Marzipan. Let's face it; the Free Country gang doesn't have much combined intelligence. Pitting them against an intelligent villain, let alone a somewhat sadistic one, made for an interesting challenge. Homeschool's villainy changed throughout the story, from cold and calculating to histrionic and buffoonish to tortured and morose and ultimately to homicidal and treacherous, but it still seems to be the same character altogether. Overall, Homeschool had a pretty big job insofar as keeping the plot going went, and, my initial apprehension nonwithstanding, it worked. However, I'm not about to push it by making him a recurring villain (especially since he died at the end of Pom Pom's Eleven). Maybe next time I'll design a villain from scratch.

Adding the Unguraits to the story was an extremely last-minute decision. I had no intention of having them at all until I actually began writing the chapter in which they first appeared. Once again, using the Unguraits as villains was by no means an innovation on my part; the little creatures have been cast in villainous roles before and since by several authors, and this actually makes even more sense than using Homeschool as a villain; those things look nasty! Maybe it's the glowing red eyes, but there's something inherently sinister about them, regardless of what they were originally intended to be. The Unguraits add an element of outright danger to the story that the more sophisticate villains never do. No subtleties for these guys; they want blood, and they want it now. It also gave the characters a chance to confront their own mortality, and it especially brought out some interesting aspects of Strong Bad's personality. Fortunately, I never write in something like this without having an "out" in mind, and I don't think anybody expected what that would be.

First of all, I'm well aware that the correct spelling is "Dijjery-Doo". I spelled it wrong to begin with and never changed it because I prefer this spelling (I'm a big pigheaded about these things). The character design of Dijory-Doo intrigued me; the creature looks bloated and slovenly, yet somewhat dangerous (especially its fangs); the lap dog that can still draw blood. And Dijory having some sort of rivalry with The Cheat was just too juicy an opportunity to pass up. I eventually established that Dijory, while not as clever as The Cheat, is easily the better in physical strength. Writing a situation for The Cheat to be stuck in a confrontation with Dijory in which neither his wit nor Strong Mad can save him was a logical next step. Dijory was never quite as defined as I would have preferred - notice how his command of the English language inexplicably strengthens after he is chased off by Trivia Time - but as Homeschool's henchman, mirroring the Strong Bad/The Cheat dynamic, he does his job. However, I think that there's a reason that no other authors (to my knowledge) have tried to revive Dijory-Doo.

Bo is the only major character in the story that was 100% my own creation, and even though her part is very minor, she went on to be something of a hit among the readers, which surprised me. I never physically described her in the story, but I visualized her as roughly analogous to Bubs' species - not an exact copy, but with a few morphological similarities. Also like Bubs, I tried my best to make Bo an appealing character, given her limited exposure over the course of the story. Plot-wise, of course, she was needed to give Bubs a way to join the gang without closing down the restaurant, but that didn't mean I could sit back and be lazy and rob her of a personality. She definitely is no pushover, but she keeps cheerful and confident throughout, even though she definitely doesn't have what could be considered a glamourous career. And, of course, the fact that she and Strong Sad seem to hit it off well in the final chapter indicates that she's a rather broad-minded individual, to say the least. More on this in the chapter analyses.

One note of interest: an online form revealed that Bo is a "Mary Sue" character (don't worry if you don't what that means; I myself didn't until recently). Although Mary Sue characters are widely chastised, I've heard nothing but good things about Bo. I'm not quite sure what to make of this.