Original Fallout co-creator finally explains what made him leave the sequel: 'I made an IP from scratch that nobody believed in except the team, and my reward for that was more crunch'

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Fallout Power Armor helmet looking to right with darkened red city in background
(Image credit: Bethesda)

Veteran RPG creator Tim Cain has continued his campaign to pull back the curtain on CRPG history through a series of quite lovely and informative blogs on YouTube. Yesterday, he hit us with the surprising reveal that the original Fallout, which Cain co-created, was a low priority "B-tier" project for publisher Interplay during much of its development, and that video serves as background for today's topic: why Cain and fellow developers Leonard Boyarsky and Jason Anderson left the development of Fallout 2 before its release.

To recap, Tim Cain is a veteran RPG developer, having worked at Interplay, Troika, and Obsidian on games like Fallout, Vampire: The Masquerade - Bloodlines, Pillars of Eternity, and the more recent Outer Worlds. From a state of semi-retirement, he's been vlogging about various untold stories from his career like the original lore purpose of Fallout's vaults or an AI-focused retrofit of his underappreciated D&D game, The Temple of Elemental Evil, for use by the United States Department of Defense.

The departure of Cain, Boyarsky, and Anderson from Interplay to form their own RPG studio is one of those mythical bits of RPG lore at this point, a historical hinge point mused on by weirdos like me. In a lot of ways, Troika's first game Arcanum feels like an alternate Fallout 2, a divergent evolutionary path for a lot of the same ideas.

According to Cain, Fallout 1 being a low priority for Interplay initially was a blessing in disguise for him and the team—it led to a lack of oversight and an amount of creative freedom the developers would come to long for later. Cain describes taking on a lot of first-time developers, as well as so-called "problem employees" that hadn't thrived at Interplay.

Things began to change toward the end of development as Interplay's QA employees began playing Fallout to the exclusion of their other assignments, which landed Cain in a spot of trouble, and the project came to the attention of Interplay founder (now inXile CEO) Brian Fargo. As Cain describes it, Fallout built greater momentum and drew more attention in the months leading to its release, and after its critical success, Fallout 2 became a priority for Interplay.

But Cain describes not wanting to make a sequel at the time, feeling burnt out after a long crunch on Fallout 1 and wanting to move on to something different. Cain's pick to head up Fallout 2, the first game's assistant producer, Fred Hatch, was not promoted to the role—Interplay management told Hatch it never received Cain's written recommendation on the matter, while Cain asserts it was delivered and either missed or ignored. When the team initially put on Fallout 2 began to flounder, Cain says Fargo requested a new pitch from him, Boyarsky, and Anderson, one that would form the basis of the Fallout 2 that was eventually released.

Cain characterizes the project as having increased interference from management, citing Fallout 2's infamous tutorial, The Temple of Trials, as an example. "We were mandated to put that in," Cain explained in the video. "We were told there had to be a tutorial. I said, 'Can people skip it?' 'No.' 'What about on subsequent playthroughs?' 'No.'"

While Fallout 1's iconic box art was created in-house by Boyarsky and an assistant, Cain says the team were forbidden from repeating this by a representative of the marketing department, with a frustrating meeting presenting the decision as a done deal without any input from Cain. When Cain complained of other departments interfering with the development team's vision and process, CEO Fargo offered to fire the offending employee to Cain's consternation, wanting creative latitude but not for anyone to lose their job over it. "I just want[ed] it to go back to what Fallout [1] was like."

The developer characterized the newfound attention and interference as especially galling given how little faith the company had seemed to have in his team on the original project. He sums up the response as, "People I had never talked to before in my life were coming up and saying, 'That was a great job we did on Fallout.'"

With Interplay wanting an October 1998 release for Fallout 2 (something the remaining team ultimately did accomplish), its developers were staring down another long crunch period to deliver it, but Cain says the final straw related to Fallout 1, and the bonus payouts for employees who worked on it. 

Cain states that his bonus for shipping the original Fallout was significantly docked, and at the personal discretion of CEO Brian Fargo. According to Cain,  Fargo reappropriated a portion of his bonus for an employee Cain argues had grossly underperformed and whose original bonus reflected that assessment. The bonus was also allegedly further docked over a delay relating to a save-corrupting bug: Cain states that he refused to single out the team member responsible for it even at Fargo's request, with the CEO then assigning responsibility to Cain and cutting his bonus accordingly. We've reached out to Brian Fargo for comment, and will update this story if we hear back.

"I had made an IP from scratch that nobody believed in, except the team," Cain concludes, "And then my reward for that was more crunch, more responsibility that I didn't want, tons of interference from people who had ignored us for the last three years, and a reduced bonus to 'get me motivated.' I was done."

Cain left the company with Leonard Boyarsky and Jason Anderson shortly thereafter, and the trio would found Troika Games, the ill-fated but supremely productive RPG house, before moving on to other areas of the industry. Cain and Boyarsky would reunite for 2019's The Outer Worlds, whose sequel Cain has stated he is still working on in a consulting capacity. On Fallout 2, Cain concluded by saying, "I don't want any of you to change your opinion on Fallout 2 because of this.

"If you like Fallout 2, play it, enjoy it! A really good group of people worked on it. I just couldn't do it. That's sometimes how development goes."

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Ted has been thinking about PC games and bothering anyone who would listen with his thoughts on them ever since he booted up his sister's copy of Neverwinter Nights on the family computer. He is obsessed with all things CRPG and CRPG-adjacent, but has also covered esports, modding, and rare game collecting. When he's not playing or writing about games, you can find Ted lifting weights on his back porch.

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