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RPG Codex Report: A Codexian Visit to OtherSide Entertainment

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RPG Codex Report: A Codexian Visit to OtherSide Entertainment

Editorial - posted by Infinitron on Wed 25 February 2015, 20:10:09

Tags: Chris Siegel; Jeff Kesselman; OtherSide Entertainment; Paul Neurath; Scott Kimball; Tim Stellmach; Underworld Ascendant; Will Teixeira

If you were a computer RPG fan of a certain type in the 1990s, your preferred brand of gaming came in two distinct flavors. There were the top-down/isometric RPGs, such as Origin's Ultima series in the early 90s, and the RPGs from Black Isle and BioWare later on. And then there were the first person games from Looking Glass Studios - Ultima Underworld, System Shock, Thief - which would form the foundation of the genre that Warren Spector would retroactively dub the "immersive sim". Despite the seemingly wide differences between these two genres, they would end up following strikingly parallel paths. Both would place an increasing emphasis on developing the concepts of player choice and reactivity, and both would suffer a precipitous decline in the early 2000s, due to destructive trends in the gaming industry which have been heavily discussed in our forums and elsewhere.

With the rise of big budget crowdfunded gaming in 2012, isometric RPGs made a huge comeback. But that other type of RPG, the Looking Glass-style first person immersive sim, was nowhere to be seen. Perhaps, people reasoned, this was due to the fact that producing a good-looking first person game requires more budget than even a successful Kickstarter can possibly provide. Or maybe it was because the veterans of Looking Glass and successor company Ion Storm Austin had scattered to the four winds - to Irrational Games, Arkane Studios, Valve, Bethesda and Zynga. It would seem that the implosion of the latter company due to the bursting of the social gaming bubble was what finally changed the situation for the better.

Back in July 2014, we first learned of the creation of OtherSide Entertainment by Paul Neurath, founder of Looking Glass Studios, after his departure from Zynga. Joining him was Tim Stellmach, lead designer of Ultima Underworld II and the Thief series. Their first project would be "Underworld Ascension", a successor to the Ultima Underworld series. After six months of quiet behind-the-scenes preparations, which would see the project renamed to Underworld Ascendant, the inevitable Kickstarter was finally announced in late January. It's now been three weeks since the Kickstarter's launch, and while it will clearly make its $600,000 goal, it's not the huge success some may have hoped for. I can think of any number of reasons for that, but that's outside the scope of this post. Suffice it to say, the same people who thought a first person Kickstarter game was a non-starter due to budgetary reasons are likely to be skeptical about the viability of this one.

Regardless of the Kickstarter's success or lack thereof, the prospect of a Looking Glass Studios revival is a matter of the utmost importance to a site like ours. For that reason, several weeks ago, we made arrangements for a personal visitation by stalwart Codexer mindx2 to the humble headquarters of OtherSide Entertainment in Boston, Massachusetts. That visit took place last Friday, and mindx2 would spend the entire subsequent weekend compiling his discussions with Paul Neurath and the rest of the OtherSiders into a lengthy interview/report. I don't know if this report will change anybody's mind about pledging to Underworld Ascendant, but you'll definitely view them more sympathetically after reading it. Without further ado...


Read the full article: RPG Codex Report: A Codexer visits OtherSide Entertainment!

Is there a Looking Glass 2.0 on the OtherSide?
by mindx2

Disclosure: I am a backer for this game on Kickstarter.

Disclosure #2: I got them to sign my boxed copies of Ultima Underworld I & II. :)


When the opportunity arose for me to visit OtherSide Entertainment and meet the team behind the latest oldschool RPG on Kickstarter, Underworld Ascendant, I leapt at the chance. These were veterans of the dearly departed Looking Glass Studios, the studio that was responsible for classics such as Ultima Underworld, System Shock and Thief. The thought of meeting the designers of what I consider the greatest computer games of all time made me feel as giddy as a schoolgirl on her first date. After the exchange of a few emails, I got in my car and was soon on my way to their office in Boston. As I drove, I began to think: “Why were these games so important to me? Why do they still resonate with me, and many others, even today?” Ever after all this time, I still play every one of them at least once every few years. Citadel Station & SHODAN, The City & Garrett, the Stygian Abyss & the Avatar, have all become real places to me in a sense. I'd argue that even though it was Origin who owned the slogan “We create worlds”, it was really Looking Glass that best lived up to it. The environments that they created allowed you to explore, discover and most importantly play the way you wanted to. They were “sandboxes” before that became an overused term. As I pulled up to OtherSide's office, I wondered whether these guys still had one more Looking Glass game left in them.

When I arrived I was met by Jeff Kesselman (Lead Engineer) and ushered into OtherSide's office in the back of one of those shared office spaces where many different companies rent a room or two and use the same secretary. If anyone thinks these guys are going to be wasting their Kickstarter money on a fancy work space, let me dissuade you of that notion. This was no hipster San Fran-style office/playroom. Introductions were made and I met Tim Stellmach (current Lead Designer and MIT alum), Scott Kimball (Game Systems Designer), and Chris Siegel (Lead Producer). Their main work area consists of a room that seemed no bigger than 10ft X 10ft, with four desks shoved against each wall. I’m a pretty small guy, yet I was barely inside before claustrophobia set in. Paul Neurath showed up after a few minutes and greeted me, joking about the state of their workspace. He mentioned how he and Tim Stellmach had occupied a similar space back when they were creating the original Ultima Underworld. That space, although it was a bit larger, was in a basement with no windows and a door on either side, with a cold, drafty wind sweeping through. I suggested that working under those conditions may be what inspired them to make Ultima Underworld so good. After visiting Paul’s own office, which was was half the size of the first room, we returned to the front of the shared office space. To my surprise, everyone else got up and followed us, and we all got seated around a large conference table. After a few moments, Will Teixeira (Engineer) joined us as well. I would have the opportunity to talk to six of the men involved in bringing the Stygian Abyss back to life.

I began by asking them if they were familiar with the RPG Codex, and after a brief pause and a few chuckles received the reply: “A little bit.” Since I didn’t want to be thrown out immediately, I just mentioned that the Codex has a reputation for being very critical of games and game developers, and a general distaste for AAA games. We don’t like where cRPGs in general have gone in the last decade or so. Someone stated “Homogenized?” and I said we tend to say “dumbed down.” There was much laughter and nodding of heads around the table, at which point Paul interjected to say that it was not their role to critique other games, but that they had their own perspective and their own reasons for doing things differently. That was a fair response, and so I dived into the many questions about Underworld Ascendant my fellow Codexers had wanted answered.


mindx2: Something Peter Molyneux said in an interview with RPS recently about his own KS game Godus, “Now the trouble is with Kickstarter, you don’t really fully know how much money you need and I think most people who do Kickstarter would agree with me here. You have an idea, you think you need this much, but as most people will say with Kickstarter, if you ask for too much money up front because of the rules of Kickstarter, it’s very, very hard to ask for the complete development budget. This is the advice I have given to people about Kickstarter, is to not ask for too much. You cannot unfortunately ask for the actual amount you need. Because you don’t really know.”

Peter Neurath: I don’t know how Peter budgeted his project. I can’t speak to that and don’t have familiarity with that. The approach we took is we ground up figuring what we need to make the basic game, core game single player experience for the PC, now the PC/Linux/Mac. What’s that going to budget and that’s our baseline budget and we also raised some investment before we started the Kickstarter. So we didn’t start at zero. So with what we’ve raised and what we’ve budgeted from our fans at Kickstarter that’s what it takes to build the game. I’ve been doing this for thirty years and worked on about 50-60 projects and collectively on the team it’s close to a hundred. I would hazard to guess that our track record of starting a game and finishing a game is probably better than 9 out of 10 game developers who are working today. Part of it is we take a conservative approach. It’s not interesting to start on a game that can’t be done. There’s no point in that. So we’ve done this enough now that we know what’s feasible and what we can do with a given budget. The other thing about game design that I’ve learned is that I view it as sculpture. It’s about bearing down to get to the essence of what makes a great game. If you look at games like Thief they’re not big games. They have a core essence to them that make them great games. Adding a lot of features to that won’t make them any better. If anything it dilutes the experience. So Underworld Ascendant in a similar way is not going to be a hodge-podge of features and stuff in there. At the baseline budget, if that’s what we have to work with, that’s a lean, mean game but it’s going to be a wonderful game for what it is. I don’t know Peter very well, only met him a couple of times, and know he often has visions for what he wants to make. Maybe with us being New Englanders makes us more grounded. (laughs from around the table)

mindx2: … but you understand the concern when people look at the budget and say “How far are they going to get and will that be enough?”

Paul: The things we have there [in the game] we’ve done before as a team and we know how to execute. The baseline doesn’t have any big unknown risks. Now if we get to the high stretch goals then there’s more “We’re going to try this” and be less certain if all this will work out and that’s why they’re in as higher stretch goals.

mindx2: What are the differences between a regular boxed copy of Underworld Ascendant from the Collector's Edition box?

Paul: Oh, the Collector’s Edition is awesome.

(laughs around the table)

mindx2: So what are the differences? You didn’t go with a lot of physical item tiers.

[What they described here was only for the Collector’s Edition being offered.]

Paul: No, not a lot. We want to focus more on the game. We could make a lot of physical things and some fans really like that but we just can’t distract the team from too much. We’re also outsourcing all that. We’re going to have a fulfillment company we are working with so we don’t have to spend really any time as a team on that other than creatively coming up with the items. [The Collector’s Edition] is going to be a larger box like a classic big box. The origin boxes I always thought were cool because they were big and weighty and felt like you were getting something. The box will have a fancy cover treatment like a metallic foil. We will have Dennis Loubet who we worked with going back to the original Underworld is going to do the cover art. We’ll have a really sweet parchment map in it. It will have a printed strategy guide.

Chris Siegel: It’s the way a game box is supposed to be.

mindx2: You licensed Underworld from Electronics Arts. Do they have any involvement whatsoever?

Paul: No, we have complete freedom to do anything we want forever.



We spent some time discussing OtherSide's reasons for using Unity to develop the Underworld Ascendant prototype. I was surprised to learn from Paul that they weren’t necessarily married to a specific engine. They do plan on switching over to Unity 5 when it’s released and robust enough to handle what they need. Jeff Kesselman explained that they had examined various engines, including the Unreal Engine, but finally chose Unity due to its strong scripting language. According to Paul, his team has worked with almost every engine out there, and they've concluded that Unreal is primarily intended for first person shooters and not really suitable for what they are creating. Nevertheless, if it ever became clear that they needed a different engine, they would make the switch.

Paul did make one admission about the engine where I could tell that he felt they had made a mistake:

Paul: One of the things we realized when we launched our Kickstarter was that some of the people looking at the prototype graphics, which we put in big print “PROTOTYPE GRAPHICS.” We spent, oh about three days thinking about making them look good and said OK that’s enough time. Now that’s just the Looking Glass tradition. We, in the early days, for the first half a year of a project didn’t spend any time making it look good. It was just throw something up there because we’re trying to create game play first and for most. But we realized in hindsight there are people who come look at that and say, “This looks like a game from ten years ago. This doesn’t look polished.” So we’re trying to think about how we… for folks who just look at that and draw an immediate conclusion about what the game will come out with. It’s unfortunate because even though game play is honestly the most important to us the game will look gorgeous when it comes out. I mean it’s not going to look like a AAA 50 million dollar game. But for what it is and for the art style, the mood it’s going to look dramatically better than this prototype. We’ve spent very little time on the prototype and maybe we should have.


mindx2: Is the Abyss going to be divided into levels like the original?

Paul: Not literally in that way. I mean I don’t think we’re going to call them “levels” but it will have a physical construct with a real sense of going deeper. I think of the Mines of Moria and that sense of the Seven Deeps.

mindx2: Will you know you’re going down to level 2? Will there be a splash screen?

Paul: I don’t think we’re going to make it into such an overt way but that’s a good question. I think we’d like to make it feel more natural.

mindx2: I thought it was great how you did it in System Shock…

Tim Stellmach: …the elevator…

mindx2: …and the elevator music!

Paul: (laughing) We’re going to do elevators!

mindx2: Dwarven elevators?

Paul: In fact…in fact…

(With Paul saying that last part almost to himself, I'm lead to believe this is probably one of their ideas.)

mindx2: So how much will players who have played the original recognize it? Will there be places that they’ve visited in the past?

Paul: Yes, we intend to use, selectively, elements from the original games but it will be more weighted towards UU1 than from UU2 but there will be elements from both.


mindx2: What kind of tidbits can you share about the game’s story/lore?

Paul: (laughing) Really nothing…

mindx2: I didn’t think that one would be answered very well.

Paul: So what we can say is, we announced just two days ago, I think as I’m losing track of time here, that Tracy Hickman is going to be writing the Underworld novel which is wonderful as he is a great guy and a talented fantasy author. He co-authored with Richard Garriott the Blade of the Avatar novel for Shroud of the Avatar (SotA). So he’s worked with these types of collaborations before. In fact, our universe is connected to SotA universe. We have a fictional trope that has been true of all of the Ultimas of these gates. Usually Moon Gates in the Ultimas, I think we’re calling ours Rune Gates to be a little different. So there’s a magical portal between their world and where the Stygian Abyss is. It’s a nice fictional trope because we can have over the eons characters and things and use that, it’s not a lot as it’s not like a busy subway or anything like that, but time to time people and things have moved between these portals. So there’s been cross-fertilization of interesting aspects. And one of those events is, what we’ve talked about, is a band of Dark Elves who came from SotA sometime ago. In SotA the Dark Elves were essentially constructed by evil, powerful wizards who control them. This particular band found a way to break free from their wizard overlords and escaped to our world, to the Stygian Abyss some time ago and carved out a colony. That’s in essence the story that Tracy is going to tell. The back story until where the player comes in a few generations later. So the novel Tracy is writing will give this back story of events that happened. Tolkien liked to do this in his books where there was all this back story that was there. That will help inform us and we’ll take threads of this so when the player comes in we’ll use that lore and those situations that Tracy will have built up and be part of the game saying, well the reason the Dark Elves are really annoyed when you do this is because this is what happened to them. There’s a good reason why they care about that.

mindx2: Through-out the progression of the game will you be able to find books that talk about these things? Will there be lore within the game that the player can find?

Paul: Absolutely, one of the things we did in the original Underworlds was sprinkle lore around from scrolls to things scrawled on the walls. We called it then, and call it now, the breadcrumb discovery of the story. So this again, fits into the player authored instead of spoon feeding the player on rails. Not here is the next chapter or here’s the next bead of the story because the player is in more of an open world sand-box within the scope of the Underworld. It’s not outdoors but it’s still big, sprawling vast space. We don’t do much to restrain you from traveling around. There’s a fair amount of freedom to explore where you want to go. So you may find a piece of the story here or a piece there in a very different order than another player. So we sprinkle this lore around and you don’t have to read everything by any means. It’s not going to be a lot of reading. We’re not going to create a book here in the game.

Tim: I would go so far as to say that this is very important when we come to that value we spoke about of being easier for our authorial control of the story. Not making players sit through stuff because we want to make sure that you see our whole story. Part of that is having… making sure that there is a variety of story making channels, many of which are made available all around you. It’s lore, its environmental story telling/conversations. It’s this multi-threaded narrative design.

Paul: Which is what we did in System Shock and learned some lessons from. We don’t want to force you to read every piece of lore we sprinkle around.

mindx2: …but if a player does like to do that it might make something easier for them…

Tim: And the player makes the decision of which story telling channel to use based on how central that particular piece of lore is to the core experiences in the game.

Paul: If an NPC who will go find the player can broadcast an important piece of information that you want the player to know that’s a very active control. A scroll hidden in some corner of a room tends to be more, if you find this you’re going to find this little bonus piece of information.

mindx2: What happened to the green/grey goblins.

(laughs from around the table)

Paul: We only mentioned the three main factions. We’re being quiet on the other factions.

Chris: It’s interesting for me as someone who just spent six years with Dungeons & Dragons and Lord of the Rings Online… I’m far more interested in the mushroom people or do something new and interesting with the dwarves or Dark Elves than anything that resembles an orc.



mindx2: Let’s talk about the “Improvisation Engine.”

Tim: Is that the question? (Laughing) Alright, I’ll start. So when we talk about the Improvisation Engine it’s really a suite of technologies that are interconnected similar to the approach that we took in the original Underworlds, System Shock and Thief but also extended in some ways that we’re interested in for Underworld Ascendant. So the big picture is we have a number of simulations systems running that give the player tools for addressing problems and they interact with each other. And because of that architecture we’re able to get surprising outcomes because the system as a whole is fairly complicated. The individual parts of the system remain manageable to implement and test. So you have interactions between physics and AI and the ecological model and diplomatic model of the factions for example. This gets into our overall approach to the player’s whole call to action and the relationship to the story in the game. A lot of modern games tend to try to fairly closely script moment to moment events. They try to have these finely crafted experiences, which has its own value and there is definitely an audience that really appreciates that, we feel like there’s kind of an underserved possibility there for a more systems based approach. Where we setup a scenario and a dynamic system for that situation to take place in and a set of player tools that can be used to address your problem and we let the player go. We try to give up some of the authorship for ourselves and put it in the player’s hands in terms of what even their priorities are, how they address the problems. We’ve obliviously talked about the back story of the game and how it relates to the original game, and there is a story, but it’s not a moment to moment story. It has more to do with major plot pivots that are possible.

mindx2: That was similar to the original Underworld where you were thrown in there and didn’t really know where you were going.

Tim: Yes, in the original Underworld you were imprisoned and you need to find seven things somewhere in the dungeon before you get out.

mindx2: … but you weren’t even given that at the beginning…

Tim: …no, no you didn’t find out about the seven things at first, it was just like you were in prison, huh.

Chris: The way I’ve always looked at it and sadly I’ve been saying the same thing since 2000. It’s the difference between building Mr. Toad’s Wild Ride and building Disney World. Modern games put players in a very crafted single path to get to a destination. What we try and do is build a playground and events that happen.

Tim: Theme park rides are great but that’s not what we are going for. The analogy that I like, I think I put on the forums, we’re shooting for more of a vibe, there’s a live action role playing game going on at a playground and the larpers have promised not to hog the monkey bars. So it’s all available to you, to the freedom of how you address yourself to the activities that are available.

Paul: At Looking Glass the only genuine role playing games we had developed, technically at Blue Sky, were Ultima Underworld and Ultima Underworld II. After that, yeah System Shock was a little in between there, but with the Thiefs we really moved to your playing Garrett the character and you had a role and it was mission structured. It wasn’t genuine role playing, you didn’t come up with your own character. So with Underworld Ascendant we’re going with true role playing and that feeds into the Improvisation Engine. You have a whole dimension of meaning to explore as a player as, “Hey, I can approach this challenge in a bunch of different ways. Am I a stealthy kind of thief character or am I a big bad fighter or a mage or hybrid in between? We really want to feed into your sense of the character that you’re developing through the arc of the story. That’s true role playing.

mindx2: In one of your updates you say, “The player can impact the ecology. For instance, killing a pack of Shadow Beasts may mean the Lurkers living in the watering hole nearby won't have a food supply. Their new home may end up being directly in the path of your next quest, or adjacent to an encampment of Dwarven allies.” Well this brings up some questions. The first sentence says that the Lurkers are the Shadow Beasts (SB)'s food supply. Do Shadow Beasts actually attack the Lurkers every now and then or is it an abstraction?

Tim: I’m probably the one who’s fielding this question the most. There’s probably more than one level to it. You want it to be reflective in the observable actions in the game when you have a relationship like that. So if you draw a shadow beast near a lurker you’ve decided there is this ecological relationship between them the players experience should be consistent with that.

Paul: The player is going to see the shadow beast gobbled up by a lurker.

Tim: That said it probably doesn’t make sense to try to make a system where the broader ecological activity just sort of emerges from those AI interactions. Like that gets very complicated. So we’re expected to have an abstracted level of modeling in addition to moderate the broad strokes of the ecology.

mindx2: So if the Shadow Beasts moves elsewhere, do they get a new designated food supply?

Tim: Good question. Yeah, I’m just going to write that one down! Check back later to find out.

mindx2: How tough are the Shadow Beast? If they get in the way of your future quest, is it an actual obstacle? The second paragraph says you can kill them too, if yes, what's the big deal?

Paul: Now keep in mind that we… it would be unusual for us to setup such a specific quest that says you need to go from A to B along this path. Now there may be three ways to get through to get to an area you want to go to. One of those areas along that way you have to pass by some nearby Shadow Beasts and you have to deal with that whatever way you want. Maybe because of your stealth Shadow Beasts aren’t a concern.

Tim: …or you’re a strong fighter and you don’t care or you have a spell that has another ecological impact and you can change the playing field.

Paul: …or you can just take the long way. It would be rarely so that we suddenly put a door in front of you and you have to get through that door.

Tim: That kind of ecological activity will have game mechanical relevance. Something you’ll make decisions based on. That’s kind of the whole point.


mindx2: Let’s say you’re killing something that one faction really likes but the effect isn’t explained. If you’re killing a bunch of something the Dark Elves enjoy are they going to stop trading with you, stop talking to you, hunt you down?

Paul: Couple of interesting things. First they have to know whether you did it.

mindx2: …and that was actually the last part of my question, will the faction automatically know you stole something, like in Oblivion and the whole town knows what you did.

Paul: It’s a great question in a couple of dimensions. Again, our vision, our goal is to ultimately make it feel as if this is what it would really be like if I was this fantasy character and I did something to piss of this faction. If nobody knew that I did this, a tree falls in the forest and nobody hears it. We don’t need to have a rigorous solution. It’s not like there’s going to be referees looking at everything. The general sense would be if I was obviously observed by the faction or friend of the faction it should be obvious that they know I’ve done something to piss them off, well then you should piss them off.

mindx2: And that will have practical consequences?

Tim: Well, yes. The flipside of that is that if a faction forms an opinion and I don’t know they formed an opinion then we’ve still wasted our time. There’s a pitfall of designing a system being so focused on the internal workings of the system that you’re not paying attention to the player experience. It’s just as important to think how this system communicates itself to the player which gets to things like... like the guards in Thief. Half of that game was not what their alertness model but what is their blathering chat model. So they're constantly talking about what their AI state is. So we make sure the player knows what’s going on in their head. Actually, that’s a fun story. That stuff came out of what we did for the color commentary in British Open Championship Golf. The guard chatter in Thief is a color commentary.

Paul: I think another point on this is not about making a realistic simulation. This is a game and we have some latitude because it’s fantasy. So we can sort of pick and choose what’s most interesting. We think the player isn’t looking at every little thing going that’s not exactly as what may happen. We come up with the most expressive interesting ways to represent what is an authentic experience not a simulation experience.

Tim: There’s lots of things about simulations that we value as game designers but it’s because of the way it can enhance the player experience, not valuing simulation for simulations sake. Which is another pitfall that’s easy to fall into.

mindx2: Speaking of simulation, the original Ultimas had food and poison and how much is that going to affect game play such as starving? Will that have a practical effect on being able to run faster or lug heavy things around?

Scott: We definitely want the Underworld to be threatening on some level. We want the player to have to keep in mind things like hunger, things like freezing, things like heat. We talk about the Underworld as a character and I think part of having Underworld as a character in the game is the Underworld interacting with you. And part of that are the environmental effects like that.

Tim: In broader strokes part of the player’s journey here is we want the relationship with the Underworld to be important and that means it’s not just about my journey from being strong enough to fight rats to being strong enough to fight dragons. It’s about my journey being a prisoner or an outcast or stranger in a space, to becoming more of a tourist in this space, to becoming a master of this space. That journey the player goes through, especially in Underworld I, is a very powerful man vs. nature story.

Paul: The Stygian Abyss is dangerous. It’s harsh but we don’t want it to be brutal. This is not going to be a punishing game where you’re restarting every five minutes like Dark Souls. But it can be a place where you know you’re at a disadvantage. You don’t starve to death but if you’re hungry, you’re dragging. It’s slowing you down; it’s causing issues with you. You’re looking for food items. Getting food, healing wounds, dealing with poison all of those things feel very authentic in a harsh underworld environment, dungeon environment. There’s no reason not to create those as challenges for the player. It’s just a question of balancing.

Tim: It goes back to not all the challenges in the game are about what wants to kill you right now. There’s more to it.

mindx2: As you said the Underworld is a character. Well in the original Underworld there was a feeling of claustrophobia. There was that not knowing what was around the corner in the darkness, which probably had a lot to do with your engine because you had to make it darker or the frame rate…

(laughter around the table)

…which was fine and I’m hoping you don’t lose that. I hope it’s not Disney World where there’s luminescence everywhere and you see everything across a cavern. How does darkness, how do shadows work in Underworld?

Chris: So we have not locked down an art style yet. I think darkness is really important especially if we are going to have thieves running around but I think there’s more than one interesting cavernous biome out there. I think there will be places that are claustrophobic but I also think there could be a vast cave of lava fields or something. When I first come on the project I immediately went and started to look at caves around the world. Just the variety on this planet is enough to pull from to make a fantastic game. Then if we take our imagination and add it to that we’ll be able to do all sorts of crazy stuff.

Paul: In terms of the lighting and claustrophobia sense in the Underworld, even more so in Thief and System Shock, part of the danger in the sense of peril was created by lighting where you couldn’t see that far. Just like a horror film. It’s what you imagine beyond your line of sight is the most scary. Because if the monster is in bright light right in front of you no matter how good your graphics are it’s just not as scary. Your imagination is the best tool for that. So we’re definitely going to do that for some of the areas. To Chris’s point, this underworld is a big vast place it’s going to have inhabited… equivalence to towns. The Dark Elves will have a community, the equivalent of underworld towns, Dwarves, Shamblers. In those places there aren’t monsters roaming around, they’re well lit, there are places to go shop, to interact with other people. So you can go to places of refuge that aren’t going to be scary or dark. And then when you go outside of those places there will be plenty of places that are dark and scary and very dangerous. The other aspect of this is, as in the original Underworlds, more so the first one than II, we are going to go with the trope of the deeper you go, the darker and more dangerous it is. That’s just how a lot of people think about these things and that construct is easier to get your head around. So the player can push themselves, again we don’t constrain you on a linear path. So if you are a low level adventurer we don’t necessarily constrain you. So if you want to go three levels deep further than you should that’s up to you. Now you may easily get ripped to shreds but it’s your choice. So you can sort of push it and take high risk or you can play more conservatively. You can say I’m going to push it, to see how deep I can go before I get ripped to shreds.



mindx2: So you have "moved away from D&D-style stats and appear to have replaced them with what is likely a more simplistic skills & perks combination. Is that where you’re going? Will it be player skill based or stat based?

Paul: So with the original Underworld it had one leg in traditional DD stat based, partly because it started as Underworld and then halfway through we signed a publishing deal with Origin and it became Ultima Underworld. So we borrowed some of the tropes from the traditional Ultima games which were which were even more rooted in D&D style stats, Strength, Dexterity, intelligence, the classics. So we kind of adopted that but I always felt it wasn’t a great fit. So a lot of the other leg Underworld had was stepping away from pen & paper in the sense that this is a computer game. You can have a different kind of experience than a pen & paper game. There’s great stuff to learn from that form but in terms of stats and character progression we wanted to start moving away from the strict pen & paper. We felt it was a different kind of experience. D&D and those games with dice made sense to do it that way. I’m not rolling dice in the Underworld. So we’re going to move you even further so we don’t want to have traditional stats and traditional character progression. If I “level up to level 3” those are artifices that made sense 30 years ago in a pen and paper context. I don’t think of it as simplifying or making it accessible to causal players. I don’t think that’s the lens we’re really looking at it. In a more holistic sense. What if we’re really this fantasy character in this Stygian Abyss and who gained these capabilities? Learned to fight these kinds of creatures? You collected runic spell capabilities and you refined that and improved it. What would that really feel like? Well I wouldn’t say “Hey, I’ve got a 17 strength.” I mean that’s kind of silly. Or you wouldn’t say “I’m up to a 4th level mage.” That would feel very artificial. That’s not how it would really work in this fantasy world. We’re going to try to create a more holistic, authentic fantasy experience.

mindx2: … but how do you put that into a practical sense? How do you tell the player, “If I start here… in the original Underworld, which I’ve played multiple times, if I put more points into my jumping skill there was a waterfall that I could jump up to that and I didn’t even know there was anything behind that area. So as you go along in the game you will get better at things if you put points into it?

Tim: That’s actually a good example because it’s more about playing to the strengths of the medium. With the computer doing a lot of the gaming mechanics as Paul says it doesn’t surface a lot of the number crunching. People value seeing those numbers go up and that’s great but the computer is a little harder at delivering on that value just because you’re not the one rolling the dice, not the one doing the math. But there are other things that the medium does well and does better than pen & paper games like getting across the physicality of the character. So investing in acrobatic skills where now I can jump farther or now I can do a maneuver in the game that I couldn’t do before. We have some other movement modes like rope swinging and something as simple as swimming with qualitative differences where now I can do this thing I couldn’t do before or quantitative differences that are large enough that quantity has a quality of its own that you can feel how much farther you can jump. So the problem of not surfacing the numbers isn’t there. So there definitely will be character progression in abilities but it will be more about the strength of the medium.

Paul: … and if you think of acrobatic maneuvers, you can learn extra maneuvers as you gain skills in that area that are expressed through, “OK, now I can do this cool flip which can give me an advantage in combat or “Now I have clambering ability I didn’t have before so I can much more readily clamber around vertical landscapes that I couldn’t before.” So it “feels” tangibly different. It’s not, “I have an agility 16 and I now roll against a 16 and if I make my roll, I win.”

Chris: … and a thing pops up on your screen and says, “Dodged!” How exciting (sarcastic)

mindx2: But will there be a character screen where you can click and see here is my acrobatic skill level so the player can get that feedback?

Paul: Absolutely. We haven’t sorted out all the details on how we express that or show that. I’m a big fan of the paper doll approach that we took. I think there’s just something about looking at your character and looking at all the stuff you have. It’s fun!

Tim: People really value affirmation of their character progression and their character customization choices and we have no interest in getting away from that. That’s one of the core values in a role playing game.

mindx2: So this game will have a paper doll?

Paul: Absolutely.

Chris: We called it the Barbie-sub-game.

mindx2: I’m not sure how that will come across to players!


Tim: We’re very egalitarian when it comes to different forms of play!

Jeff Kesselman: Something I didn’t mention but I’ve been a pencil & paper gamer since the 1976 so I remember us growing out of war gamers and part of this to me and what excites me about this approach is that in many ways where cRPGs went was kind of a war gamer’s view of role-playing games. It was all tactical; it was all about your numbers, etc. For me, some of my best role-playing experiences were getting into the cockpit, the virtual cockpit of a fighter jet and flying. I’m role-playing. I’m a fighter pilot for that two hours I’m flying that fighter. So another way to look at…

mindx2: … but that does worry a lot of gamers because I don’t want to worry about my player skills. Can I turn the joystick fast enough to avoid that missile. I want it to be… more can I jump high enough because I have virtual legs in this world and I can get above that waterfall because of my avatar skill…

Paul: So if you have acrobatic skills you were developing that’s in the design of the moment to moment play. It’s not about, “Oh, I now have a skill and I need to hit this mouse button in a precise fraction of a second or I’m going to screw it up. That would be an action game. Here is what you say is in a more tactical situation I don’t have to hit the button in that fraction of a second, maybe in the next couple of second window if I use this ability and I’m smart about it and clever about it when I use the ability or where I use the ability it’s going to give me an extra option that I didn’t have two hours ago before I learned this skill. You have a lot of control as a game designer of saying, “when is a particular skill or maneuver or capability, how is that deployed and how does that assist the player?” it can be very generous giving them a lot of… a lot of it is how much do you cram it in. how quickly paced it is. Slow down the pace allow them to see the situation and make decisions based on tactics instead of reacting to fast action. This is how your character is capable, not you as a player with fast clicking skills.

Tim: More specifically you do raise an excellent question because in any real-time game there are issues of how you can perform in real time, right? The flip side of that is that progression in character skill and the tools that we give in general to players can say a lot about how we mitigate the dexterity challenges and stuff. If you're having trouble with jumps you invest in jump skills and it’s less it’s less of a dexterity game for you now and you can customize it to that desire of yours now.


mindx2: How are you going to balance the different play styles, so it feels enjoyable to play as a thief, a warrior and a mage? Will it feel different for each individual player?

Tim: Oh yes, but I think there’s an even deeper question here. One thing we do want to make clear is we were talking before about the difference between quantitative and qualitative approaches to player progression. One thing that a lot of us see is a weakness of early paper RPGs is if you leveled up your wizard you got to do cool new things and if you leveled up your fighter you got to add bigger numbers to your dice, which is less exciting that way. So we do want to make sure that fighters and rogues get to join in the fun with wizards. Like having cool stunts they can pull and new tricks that are available to them. On the flip side there’s a pitfall there of homogenizing all the classes where the ranger does exactly the same thing as the mage it’s just that he does it with pointy sticks instead of with fireballs. So there is definitely… each of these classes has to come with some stylistic goals of how it plays and what kinds of abilities are available to it.

mindx2: So if you had a different class would something be implemented such as if you are encountering a certain type of monster or enemy or whatever it is that it might be tougher for a mage…

Paul: …yes…

mindx2: … and it might be easier for a warrior.

Paul: We want to empower player choice. Player authored player choices. With that comes trade-offs. If I choose to be… develop these really good magic skills and I don’t bother to develop any kind of combat skills, I’m not going to be really good at combat actually, it’s going to be really kind of challenging as I get further into this game to try and fight things. I can try to fight things, it’s not that you’ll always fail necessarily but it’s going to be a lot harder for me if I just want to muscle my way through. That’s your choice. Now you can develop a balanced character that has some good fighting and some good magic but for part of that balance we have to enforce a choice. Otherwise you’re going to wind up with this uber-character that can do everything. That’s not interesting so we are going to enforce in character progression you can’t be an excellent… if you want to be a jack-of-all-trades you’re not going to be a master of any.

mindx2: You must be looking at my notes because that…


Paul: … but in replay maybe you go through as this really powerful mage and you realize there were a lot of encounters that I really couldn’t fight, that was not a smart choice. I tried and I died a lot because I took a lot of damage. I want to play the game again and this time I really want to be the Conan character.

mindx2: … and maybe have a thief that totally avoids that conflict?

Paul: Sure. For choices to be interesting there has to be trade-offs. So we have that. Gameplay is challenge. If you make everything easy it’s not fun.

mindx2: One thing you don’t want is an Elder Scrolls jack-of-all-trades god-like character at the end where your part of every guild, with every skill maxed…

Paul: It is challenging. We understand it is challenging. He general sense is that player’s just like to get very powerful. What you can tend to do and say is, “Well if I level up enough I’ll be powerful across the board. But to achieve this kind of balance and trade-off you just can’t do that. You have to say, “Sorry, you’ve focused in this area so we’re going o essentially cap you in these other areas.” We will never allow you to become uber-powerful…

Tim: There’s another broad issue there in terms of some views that that I’ve seen in parts of the game publishing world. A notion that if you put something in the game that a player… if any particular player doesn’t see that thing it’s somehow wasted. We have to make sure that everything in the game is available to every player in every play through. I think it’s fair to say that we reject that utterly… (nods of agreement around the table)… the presence of a choice that I know is there that I didn’t take is still valuable by virtue of the fact that I could have taken it, someone else took it instead and that’s how I know that I had freedom of choice and that my choices had meaning. That’s a value of its own.

Scott Kimball: As Tim has talked about before that, that leads to after I’ve played the game and I’m talking to my friend about the game we’re talking about almost two different games. You experienced all this stuff and I experienced completely different stuff and now our conversation is really cool.

Tim: We can share stories and it’s not just, “Oh yeah, that happened to me too.” Our experiences are our own.

Chris: As developers, I can’t tell you how cool that is when you start reading a story of what somebody did and you’re going, “We didn’t even know. We didn’t even know that that was possible.” There’s no cooler feeling as a developer than seeing that.

Will Teixeira: So I think a big realization point for that going away from the whole “on rails” experience is that… the PS4 came out with this little button on the controller, the Share button, that shared the last 30 seconds of game play. So you hit that button and in most of the games that are out now… (laughter from around the table)… you immediately realize that you’re sharing basically the same video as everyone else around you.

Chris: 10,000 other people have already shared…

Will: … and then you feel dead inside.



mindx2: Let’s talk about magic. What sort of spells will the mage use to make combat more interesting than "spam fireball"?

Chris: Well there’s a wish spell that brings up a 1-800 number for us…

mindx2: … so you can order the DLC?

(laughter around the table)

Paul: I just want to make one thing clear. We are early in development and one of the things we did at Looking Glass is that we didn’t lock things down early on. We were very much open minded because we knew as game designers whatever our instincts were, whatever three things we thought of, maybe one would be a good idea. One might be OK but the other, forget it. You have to be open to experimentation. So I know a lot of our fans maybe they have a sense that we have all of this written down somewhere. That we’ve already designed the game and we’re just implementing that. That’s not how real game development works. Certainly not how great games are made.

Tim: The best way to get a lot of good ideas is to have more ideas than you can possibly use and then just keep the best ones.

Paul: So we get a lot of questions like, “So, how exactly is this system going to work?” We’re going to try this but until we get about half way to 2/3 of the way through development all lot of that stuff doesn’t get locked in.

mindx2: So let me rephrase the question as what is your philosophy on games that just have the mage spam fireball for nine levels of a dungeon? You find the scroll for Fireball 1, then Fireball 2, etc. So what is your philosophy on magic progression?

Scott: As far as magic goes we’re discussing a system that we would like to do that is more fluid as far as spells go. Where players can… where we might have a baseline for a spell so say like fireball spell but then the player may be able to play with that spell a little bit over time with research or finding runes or reagents or what have you. So you would be able to create a new kind of spell or change that spell. In ways that the player can sit down and say, “Well, I really want my fireball spell to… um, leave flowers after an explosion.” So he can go out and find the things he needs to make that happen. Or…

Paul: Scott, you can have yours leave flowers but I’m going to have mine go out and circle three times…

Scott: I like to destroy then create. (laughter around the table) But in a more tactical situation we want players to be able to do that on the fly as well. So, if you suddenly find yourself in a situation where you have your fireball spell but you can’t ignite the gun powder barrels over there because that would be it for everyone. Maybe you can adjust your spell so it has a limited, less of a blast radius.

Tim: In terms of the effects that are even available to spells, just damaging an opponent, even if we limit ourselves to combat being the situation that we’re trying to excel at. Just damaging an opponent is obviously the end goal but not always directly the most the most effective thing to do. If you just look at the spells in Underworld I, like being able to charm an opponent, so now I’ve got another guy who’s out of the fight or is actually helping. Or just being able to gather information so they’re not going to get the drop on me. I’m going to get the drop on them. There’s a lot to even combat encounters aside from the execution of… execution, I guess.

Scott: Our internal discussion of magic we’ve always said to ourselves we would like our magic system to be predominately not combat spells.

Tim: Yes, and that gets to things like the ecological simulation, the diplomatic simulation. There’s a lot in the world other than things that are trying to kill you. There are things you would like to be trying to achieve that have nothing to do with combat.

Paul: I imagine like a loose equivalent of a charm spell or persuasion spell, like in Star Wars, “These aren’t the droids you’re looking for” kind of classic where you could develop a spell that was initially not very effective but for maybe somebody who’s neutral towards you, you can get them a little more in your favor. Maybe consider you a little more. Give you a little edge in negotiation or bartering. But it will be more powerful as you develop that spell maybe you can be more… you know, this person now who would normally be my foe is now neutral or even now be my buddy for a period of time and get them to do what I want. Which is more of a mind control.

mindx2: Hopefully, you would keep that for only the intelligent creatures and not say like charming a lurker?

Paul: How spells apply, yes it wouldn't be that one spell will apply to every situation.


mindx2: Magic is going to be rune based, correct?

Paul: Yes, we’re using a runic magic system. We are still investigating the details of how that will be expressed. We liked, from the original Underworld, you had your alphabetic runes. We like the exploratory aspect of finding runes. It worked and added that tangible aspect. These were magical artifacts that you could discover and find. It had value when you found that cool new rune. And then the exploration of people discovering, “Oh, I can combine these runes in ways that aren’t even written up in the manual.” Which was a lot of fun. So we’re currently working on it and how do we take that forward and do more with that kind of system.

mindx2: Arx Fatalis did something similar…

Paul: …which was the drawing…

mindx2: …which I personally hated.

Paul: Well that gets back to a console kind of experience. It forces you in real-time to draw the runes and to remember which rune is which and to draw it quickly and with reasonable accuracy. We’re not going in that action direction. The Underworlds were different in that… the original Underworlds you would compose a set of spells on your little work bench. What did we call it back then? I don’t even remember.

Tim: I think it was just called the rune tray.

Paul: The “Rune Tray!” We probably could have come up with a better word for it. I’m a magic user so let me get my tray out (laughs). But anyway, you could compose your spells and it wasn’t an action quick thing. So I wouldn’t think we would go with a real time style like [Arx Fatalis].

Tim: I think the thing Arx Fatalis was trying to leverage was that what people liked about their rune system in a thematic sense of symbols having meaning. Like the deep fictional and symbolic values about magic. But we’re looking much more at the way that the runes… um, that corresponds between magic and language. That was what the rune system in Underworld I was all about. You got the sense that it was its own language that you could express things in. The gestural things in Arx Fatalis kind of works against that.

Paul: It was, “How’s your handwriting?” That wasn’t me (laughing) as I helped out a little on it but they’re great guys.

mindx2: [Arkane Studios] said it was a “spiritual successor” to Underworld.

Paul: …and that’s not the direction we want to go.

Tim: That’s why I wanted to specifically make the point that it’s totally clear to me that what was it that they valued and why that was a valid decision for them, it’s just not what we are trying to accentuate.

mindx2: I think players themselves, looking back on it, didn’t like it as I believe [Arkane] patched in a way to store up a certain number of spells so you could hide in a corner and draw them 50 times trying to get it right and then you would have them ready.


mindx2: How do you intend to do dialogue? Dialog tree, keywords...?

Paul: Every heard of silent movies…? We have the voices of Stephen Russell who’s going to do at least one voice from us. Terri Brosius, who did SHODAN, will do a voice for us. Broadly this is not going to be where everything is voiced; both because of budgetary constraints and game design. We don’t want everybody speaking to you.

mindx2: I mean dialogue as far as the mechanics are concerned. Is there going to be dialogue trees or key words? How will the player be interacting with NPCs?

Paul: That’s a great question that we haven’t figured out yet.

Tim: To some extent it’s going to depend on some other conversations we’re still going to have… some goal setting. We know that we can fall back on or assume an approach like in the original game but that may not be the last word.

Paul: We’re not fully satisfied with the… even today if you look at the Bioware games their dialogue trees, which are nicely refined and there’s lots of good to say about them, but they also seem so “cluegy.”

mindx2: Well, they all lead to the same answer regardless of what you do.

Paul: They don’t really fit well in a player authored games as we tend to have.

Tim: That is something we would like to experiment with more but not really much to say about it now.

Will: All those games have what’s called a diamond pattern where the dialogue is, “Oh, I made a choice to go take a left here but… (shows with his hand how you end right back on the same path)


My allotted time had come to an end, and we had to wrap things up as the team had a conference call scheduled directly after the interview. I still had a few minutes left though, so I opened my bag and pulled out my vintage boxed copies of Ultima Underworld I & II. With a sly smile, I produced two silver pens and asked if it would be possible for Paul and Tim to sign them. Paul reached for the UUI box and opened it, smiling when he saw the small bag of runes which came with it all those years ago. He said that Origin was one of the best at making these packages, along with Infocom. Both he and Tim signed the boxes, and we all gathered for a photo.

Left to right: Jeff Kesselman, Will Teixeira, Scott Kimball, Tim Stellmach, mindx2, Paul Neurath, Chris Siegel

I thanked the team for taking time out of their very busy schedules to speak with me. I wasn’t shown any new screenshots or videos during my visit - it was very clear during our talk that they didn’t have anything else to show. They don’t have a working game or even a skeleton of one yet. What they do have is a blueprint for one. Let me make things clear: I never once felt during my visit like they were hyping up the game with the kind of buzz words or sky-high promises that we so often see from Kickstarter developers today. They have a clear vision of what they want to make, which I think shines through in all the questions and answers you’ve just read. It reminded me of Hairbrained Schemes’ recent Kickstarter - laser-focused on what it wants to be. That is the impression I got from Paul, Tim and the rest of the team. They have a solid core vision of what they want to create with their baseline budget.

Will it be the perfect game? Probably not. Will it overflow with abundant features and bells & whistles? No, it will most likely be a lean game with a tight focus, like the Thief games. Will they have to compromise in some areas? Most likely yes, given that it will have a very tight budget. Will it look like an AAA 5 hour interactive movie? Thank God, no. When I entered the building earlier that morning, I had asked myself if these guys still had one more Looking Glass game left in them. By the time I left, I had my answer. After hearing everything they had to say, I now know that by November of 2016 we could all be playing Ultima Underworld III. It won’t be called that, but that is what they want to make. The Underworld game we should have had two decades ago, but was lost in the dismantling of Origin and the rise of the dreaded consoles. This is as close to Looking Glass 2.0 as we will ever see, and I want to play Underworld Ascendant now more than ever.

There are 200 comments on RPG Codex Report: A Codexian Visit to OtherSide Entertainment

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