Tim Cain’s GDC 2012 Talk: Fallout

I’m not sure who this post is for, really, but I think that someone might get some use out of it, so I am going to make it.

Tim Cain, one of the design and programming leads on one of the most important games of all time, Fallout, did a talk at GDC 2012 about the game and all of the events surrounding its development. You can watch the video and check out the powerpoint that he gave here.

Now, I know that some people don’t have time to watch an hour-long presentation about Fallout, so I watched the video and took notes. You will find the contents of the talk below in a readable format. Everything is in chronological order for the talk, so if you want to check something below against the tape, it should be fairly easy for you to do so. I’ve made the notes a little more readable in that I have constructed full sentences. Anything not quoted is a paraphrase from Cain’s original words.

So, without more text between you and Tim Cain’s presentation, here are my notes about Classic Game Postmortem: Fallout.


The development of Fallout began with nothing: no license, no engine, no budget, no staff besides Cain, and no real plan for what the game would be about or what it would look like.

There were lots of influences for the game. The biggest of those were from several different media:

1. Games – XCOM, Crusader, Wasteland, and the Ultima series
2. Tabletop Games – GURPS, WizWar, Gamma World
3. Books – A Canticle for Leibowitz, I Am Legend, On the Beach
4. Film – Road Warrior, A Boy and His Dog, The Day After, Forbidden Planet (art/robots), City of Lost Children (art), La Jetee

There were no resources for the game. For the first six months, it was just Tim Cain programming an engine. After those six months, a scripter and an artist were added. Since there was no setting yet, the artist just created grass and rocks while waiting. The team expanded to 15 in the second year and 30 in the third.

It was difficult explaining what the game was about to new team members and marketing people. Cain: “It didn’t seem like the game was going to be fun.” A vision statement was created, and that seemed to solidify the game for everyone. It became fun enough that QA people would come in on the weekends and work for free.

The setting was “very elusive.” It was intended as a fantasy game, but the market was saturated so that was abandoned. The new plot started in the modern world. The protagonist would travel back in time, kill the ape that evolved into humans, and would come back to a world controlled by intelligent dinosaurs. Then the protag was exiled to a fantasy planet where magic fixed the timeline; then you were able to save your girlfriend. That plot then evolved into one about alien invaders taking over the planet except for one city–it morphed into Fallout from there. The “one city” became the Vault. Then the team wanted to straight-up make Wasteland 2, but EA wouldn’t give up the license. Thus, Fallout.

Around this time, which seems to be 1994, Interplay got the licenses for Planescape and the Forgotten Realms. Fallout  was going to be cancelled. Interplay thought it would be too competitive with other D&D games. Tim Cain begged for a tiny budget, showed the work that had been done already, and Brian Fargo relented and kept the game afloat.

First person games, which are so-called “immersive” games, were popular at the time, but the team chose a 3rd person perspective. Fallout is actually not an isometric RPG, but rather a “cavalier oblique” one. The angle isn’t quite the harsh 45 degrees that isometric requires. Cavalier oblique was chosen because it made the math of the movement-to-mouse-click easier to do. The artists also liked it because it made the buildings look better. It also made distance calculation easier.

The game shipped with a timed quest to find a water chip. The entire team fought about it for months, and in the end there was a release-day patch that removed the quest. Cain says that if he could go back in time and do one thing on Fallout, it would be to remove that timed quest.

Humor: Everyone wanted their own personal jokes in the game. Cain was afraid that it would date the game, so he crafted one rule about jokes: “If the player doesn’t get them, they shouldn’t notice them.” Example: Gizmo is not named after the movie Gremlins, but is actually the name of a skunk Cain had as a child. There are lots of references like that in the game, and most are probably buried deep enough that only the original creator knows about them.

The game was originally supposed to be named “Vault 13,” and the batch file still creates vault13.exe. Marketing didn’t think the name conveyed a sense of what the game was about and suggested names like “Aftermath,” “Survivor,” and “Postnuclear Adventure.” Brian Fargo took it home one weekend and brought it back, saying “You should call this Fallout.” They did.

Naming game systems was popular at the time, so Cain wanted to name it after the attributes: ACELIPS. Someone else suggested SPECIAL, that worked better.

Then Diablo came out. It was everything that Fallout was not. Interplay wanted the game to have multiplayer and be in real time. Since the game was two years in, that wasn’t going to happen. Development slowed while the team did feasibility studies to add a network layer and real time to the game.

Technical Challenges:
If you really care about this, I suggest you watch the video, because whatever I tell you is going to be filtered through me, which means it isn’t going to make much sense. I am just going to paste the notes I took while I was listening to Cain’s talk–I don’t know what half of it means.

Linear memory model–made design simpler, but had to trash old code, couldn’t reuse Interplay code
256 colors, 640×480, art made with 16 bit color–all animations had to be reduced in color, needed color cycling, really 230 colors.
Every video card had a different way of doing aspect and colors, and had to design to the chipset for VGA. VESA comes out, standardized VGA, rewrote the code for that. The reason the game runs today.
Sprites – high detail, led to large memory footprint, polygons were just beginning to be popular, people argued that “polygons are a fad”
Talking heads by Boyarsky and Rodenhizer–clay head was created and scanner to create a 3D model. Each one took 8 weeks to fully create, 4 months to do the whole process including voice matching.

 Followers were not in the original design. The idea came up at the last minute, and the scripters said they could make it work. Dogmeat was first, followed by Ian. They were well-received, but several issues (like Ian shooting the player in the back) could never be solved because the game code had no access to the AI.

Interplay wanted the game to have Win95 certification. Fallout failed the certification process because it ran on Windows NT. That makes no sense, of course, and the qualification was that a game had to “fail gracefully” on NT and run on 95 to get Win95 certification. The team simply recoded the installer for Fallout to fail when a user tried to install on NT. Hand installation would still work.

There was one person who worked on making the game run on a Mac. Cain wanted saves to be interchangeable from OS to OS, and it made Tim Hume’s life hell. No one ever used that feature.

Legal challenges: Fallout was originally a GURPS game. The GURPS people didn’t like the violence of the game or the art style and GURPS pulled out at the last minute. Skill and combat were redesigned and recoded in two weeks. Everything except for perks was in the game and working in a two week time period.

Music: Cain chose The Ink Spots because of the 1940s/50s feel of the music. It was also his grandfather’s favorite group, and the first group his mother saw in concert at the age of 6. The team actually wanted “I Don’t Want to Set the World on Fire,” but that process moved too slowly and was too expensive, and so quickly substituted “Maybe” late in the game. Cain was happy with the choice and thought it fit the tone of the game better.

The team tried for a Teen rating for the game originally, but got a Mature. The game contained the possibility for killing children originally. Doing so meant that the player took a huge karma hit and people would hate her or him. Sometimes a burst shot would go wild and kill a child. Violence against children wasn’t allowed in the European version, so they simply removed kids altogether.

The game shipped in 1997 and Interplay saw it as a risk that paid off. The games that followed borrowed a number of concepts from Fallout.

It was one of the first open world, later called sandbox, games. The only limit to where the player could go was creature difficulty. It featured a nonlinear story based on character choices and the narrative unfolds based on those choices. There were three ways to do quests: fighting, talking, and sneaking. Each quest had to have at least two of the three to be considered “complete” by the design team.

The game tracked behavior and provided implications for both the world-at-large and the short-term. Some of the repercussions for player action were “pretty horrific.”

Cain didn’t like morality. Grey-area quests were more his style. He says: “I don’t mind if people play badly, I just want them to live with the consequences if they do.” Brian Fargo wanted more than skill raises in the game, so perks were created. Chris Taylor implemented them in a single day. Characters grew and became diverse, and perks were easy to code; win-win scenario.

Things Influenced by Fallout:
Fallout influenced 3rd Edition Dungeons and Dragons, Oblivion, Skyrim, and the talent trees in World of Warcraft. The called shot system allowed for instances of dark humor–almost all of the groin shots are jokes, including the robots, who can be shot in their “hydraulic activator.” Talking heads also allowed people to be more connected to the game, something that has been recreated in other games.

Ambient music was made as a score and encouraged players to listen. It was “something you missed if it wasn’t there.” It underscored the desolation. “Marketing said it was kind of depressing.”

The OS abstraction done for the game went beyond Fallout and was used in multiple Interplay games afterward. The movie player was also written in-house and then used in other games. The script engine was ripped from Starfleet Academy.

Fallout was an experience from the moment you saw the game. The box was supposed to be a lunchbox. The manual was something that the Vault Dweller would read in-game. The interface was designed to be representative of tech from the game world. The splash screens are like that, too. Even the web page, made by the team, was supposed to look like “found art” from the game world.

The team was hard-working and egoless. Everyone focused on the same goals, and everyone wanted to make the same game.

There was a Q&A at the endI suggest watching the video for this part, too, but I am going to post my notes for this section. I didn’t get everything, but the gist of everything is here.


1. The ending to Junktown morally ambiguous, did we change it?

Original, Junktown thrived under Gizmo, did poorly under Sheriff. Players felt bad that they did “good” things are were punished for it.

2. Today it is a given that a child can be killed means an automatic AO rating. Any threats from ESRB on that scale? Did Fallout push that?

Not that much drama. People saw it and said that was M. It was considered part of the genre. There had been a shooting in EU right before Fallout was rated, wouldn’t even consider it. Just took the kids out.

3. Team’s approach to player choice. Was there any systematic design?

Every main story quest where they couldnt make a character they couldnt finish the quest with. We would go and fix them. Side quests were more difficult, didn’t open them up as much.

4. Did you have a working name for Vault Boy? Was it created on a whim or was there iteration?

Liked the humor of the character. “Had that Fallout cheekiness.” It had that vibe of “we’re not taking this very seriously, so you should be happy.” Some people didn’t think it fit the game, had no idea it would be so popular.

5. Can you talk about writing process of creating the dark humor?

Scott Campbell laid out all areas of game, a lot of dialogue was written by artists after art was done. Everyone was on the same page, people would read and laugh, and some editing happened. There wasn’t a formal process and everyone collaborated and shared.

6. Thank you. Best memory is going back in time and breaking water chip.

7. Fallout 2 has harder quests. Production changes and testing or team?

Cain wasn’t there. Same engine–had a group of people with tools that weren’t evolving and had no bugs. F2 faster to make, didn’t see some of the cool ways to use the engine in F1.

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