After Rareware turned GoldenEye into a system-seller for the Nintendo 64, it broke out again with the action-platformer Banjo-Kazooie. An ugly old witch named Gruntilda has taken Banjo's sister Tootie and plans to suck the beauty out of her. Banjo and Kazooie (the bird that lives in his backpack) must brave Gruntilda's fortress to get Tootie back.