Abstract
Problem: What happened behind the scenes during the development of Fallout's final months, the writing of Fallout 2's story, the founding of Troika Games, and the troubled development of Vampire: The Masquerade β Bloodlines?
Approach: Tim Cain and Leonard Boyarsky continue their two-part conversation, with Leonard sharing his perspective on events spanning roughly 1997β2004.
Findings: The Fallout endgame was a scramble of rewriting; the Fallout 2 story originated from Leonard and Jason Anderson before Tim's involvement; Troika was born reluctantly out of necessity; Arcanum was a kitchen-sink labor of love by 14 people; and Vampire nearly broke Leonard physically and emotionally.
Key insight: The creative "alchemy" between Tim, Leonard, Jason, and their teams produced something that transcended bugs, budgets, and unfinished engines β a quality people recognized even when the games shipped in rough states.
Awards and the Fallout Crunch
Leonard shows his Award of Excellence from Interplay. Neither he nor Tim attended the company party where these were handed out β they were working. The awards were delivered to their desks the next day. Leonard notes this was meaningful recognition, especially after being told by an executive producer that "no one would ever use" his engine (which everyone then adopted).
Clarifying Wasteland's Influence
Leonard clarifies a comment from a previous charity stream that was misunderstood. Wasteland was a huge influence on Fallout β the box literally said "spiritual successor to Wasteland." They took Wasteland's dark tone, meaningful choices, and graphic violence as their springboard. What Leonard actually meant was that if they had obtained the Wasteland 2 license, they wouldn't have changed the game they were already making β they would have had to merge two different things.
The Fallout Writing Crisis
A pivotal revelation: large portions of Fallout had no content weeks before shipping. When Leonard returned from vacation, Jason Anderson had discovered the Brotherhood of Steel area was nearly empty β just two Talking Heads, one of which didn't even discuss the right topics. Jason had to do a "Mad Libs" rearrangement of already-recorded VO lines to make it work.
The entire game was like that. One folder (possibly the Boneyard) was completely empty β no maps, no dialogues, no quests β less than two months before ship. QA never flagged it because they didn't know what was supposed to be there.
Leonard, who had never considered himself a writer, started rewriting existing dialogue and filling gaps. He rewrote the Master's dialogue, reworking the player lines and the sequence where you talk the Master into killing himself. Jason similarly rewrote large sections. The team's trust-based, non-hierarchical structure had backfired β when someone said "I've got that covered," everyone believed them without verification.
The Fallout 2 Story
Leonard and Jason independently wrote a Fallout 2 story before Tim was asked to be involved. Key elements:
- The player was the same character from Fallout 1, retaining all skills and levels
- A Brotherhood of Steel exile was involved
- "Lobotomites" were planned (later used in Fallout: New Vegas)
- War machines and the Brotherhood were somehow in league with the Overseer
- It was a contained, direct sequel that would have completed the Vault 13 story
Brian Fargo rejected the team's existing Fallout 2 story and asked Tim to write one. Tim discovered Leonard and Jason's version, gave it to Brian, who liked it but wanted Tim's direct involvement. The three then went to Tim's house and spent a day blocking out the full Fallout 2 story together.
The Vault Experiments
The vault experiments concept emerged during this session. Whether Tim or Leonard said it first is disputed, but the moment it was voiced, everyone recognized it as golden. The logic: the experiments had to happen after the bombs fell because they were unethical and illegal β they could never have been conducted before the war.
The G.E.C.K.
Tim and Leonard disagree on when the G.E.C.K. was conceived. Leonard believes it was a last-minute addition to the manual when they discovered an extra page. Tim's notes suggest it predated that. Regardless, it made it in just under a deadline β the alternative was literally "this page intentionally left blank."
Getting Kicked Out of the Vault
The iconic Fallout 1 ending β being exiled from the vault β arose organically. The vault's xenophobia had been established throughout development. Leonard and Jason were discussing the impossibility of the return-party scene and realized: "They're so xenophobic they would never let you back in." A theme emerged: ideas built on what already existed took on lives of their own.
Creative Influences
Leonard cites several key influences on their storytelling approach:
- The Dark Knight Returns (Frank Miller) β Recontextualizing 40+ years of Batman lore by acknowledging Bruce Wayne was obviously mentally unbalanced. This technique of making players re-examine what they thought they knew directly influenced Fallout 2's story.
- The X-Files β Conspiracy as entertainment, which heavily influenced Arcanum's half-ogre island quest and the general tone of mystery.
- The Road Warrior β The ending that transforms the protagonist into legend/myth directly inspired Fallout 2's opening, where the Vault Dweller has become a tribal legend.
- Memento β Inspired Leonard to add more twists to Arcanum's story, which originally had Arronax as the straightforward villain with no Kerghan figure.
Founding Troika Games
The trio had no intention of starting a company. Leonard emphasizes they were the last people who wanted to leave Interplay. He was a vocal cheerleader for staying, arguing that workplace satisfaction was worth more than a pay raise.
After resigning, they tried to find an existing studio that would hire all of them to make another Fallout-style RPG. They couldn't find one. Leonard handled the cold-calling and business side after Tim said he didn't want to deal with it anymore.
They connected with Scott Lynch at Sierra, who loved Fallout and immediately understood their vision. Scott gave them an unprecedented deal: royalties from unit one (no recoupment period). This was the only time Troika ever received royalties.
The Troika Logo
The name "Troika" came from their nickname at Interplay. Leonard designed the original logo with a 1930s/WWII worker propaganda aesthetic, reflecting their communistic company philosophy (equal pay, no managers, no producers). His father, helping with setup, started calling them "Communists." Jason then designed a superior gear-based logo in a single afternoon β black and white, which worked on business cards and stationery. The gear pointed to "design" because they believed that even with decent programming and art, a game fails without great design.
Arcanum: A Kitchen-Sink Masterpiece
The Team
Arcanum was made by approximately 14 people, with interns and additional help bringing it to about 30 by the end. Leonard did every male character model/texture and every portrait. Jason did the female versions. Chad Moore β hired as a 3D artist despite being a Columbia economics major β turned out to be a phenomenal writer who authored Kerghan's famous speech and wrote over half the game's dialogue.
Tim's Tools Revolution
Tim built tools that transformed what was possible:
- Sock Monkey Script Maker β An entirely pull-down-based scripting system that let non-programmers script complex game logic without typing errors. Leonard and Chad, who had never scripted before, went wild with it.
- World Editor β Draw a rectangle and it would automatically find wall pieces, insert windows and doors, and add a roof.
- Conversation system β Excel-based with global and local flags, allowing easy conditional branching.
- Object scripting β Contextual checkboxes for attaching scripts to any game object's events.
Leonard and Chad exploited these tools to an absurd degree, creating deeply reactive content where almost every dialogue line had conditionals. This produced the remarkable quest variety players love but also contributed to the game being essentially untestable.
The first thing Leonard and Chad did with Sock Monkey was accidentally create an infinite recursive loop that blew the heap β something Tim thought he'd made impossible.
The Half-Ogre Island
The most-asked question about Arcanum: the half-ogre island quest was intentionally designed as a dead end, inspired by X-Files mythology. The idea was that some problems can't be solved β the resolution was meant for a sequel. Leonard now says he wouldn't do this today: "Players want closure. They should at least get a small win."
He also acknowledges the unfortunate overlap with antisemitic stereotypes in fantasy gnomes (short, big-nosed, money-loving) and notes that shipping in August 2001 meant the game's playful conspiracy themes hit very differently after September 2001 changed the world's relationship with conspiracy narratives.
Newspapers and Scope
Tim and Leonard disagree on the newspapers feature. Tim considers it "frosting on an already heavily sugared cake." Leonard loves them. Tim's broader point: Arcanum had so many systems and features that the bugs and lack of polish hurt a game that would have been great with less. Leonard concedes they had "no editors" for scope β if they could do something, they did it.
The Road to Vampire
Losing Sierra
Sierra always discussed Arcanum as a franchise, but it didn't sell well enough for a sequel. Sierra's own financial troubles compounded the problem. Scott Lynch had left Sierra (later ending up at Valve).
The team went through a rapid succession of failed projects:
- Arcanum 2 pitch (with Half-Life 2 engine) β didn't happen
- Lord of the Rings (Arcanum engine with 3D characters replacing sprites) β Leonard flew to Seattle for a cross-team meeting, was pulled aside and told Sierra was shutting down. He had to sit through the meeting pretending everything was fine, then called Tim and Jason: "We have nothing. Two weeks to make payroll."
- Multiple pitches β Shadowrun, post-apocalyptic demos, others
Scott Lynch again saved them by connecting them with Activision for a Source Engine game, and within two weeks they had a Vampire contract.
A Notable Aside
During this period, someone from Wizards of the Coast visited and told Leonard that D&D Third Edition's Feats system was based on Fallout's Perks.
Vampire Development
Jason Anderson was creative director and deeply researched vampire lore. Leonard became game director after Jason struggled with the publisher relationship. The Source Engine was a nightmare β Valve was optimizing for a first-person shooter while Troika needed an open-world RPG. Every time Valve changed their AI or physics, Troika's work broke. Activision called Leonard on Sunday nights to yell at him for problems that were really Valve's fault.
Leonard gained weight, became severely depressed, and took over HR and accounting when Sharon (Jason's wife, their office manager) stepped away after having a third child. He learned QuickBooks from a single high school accounting class.
The Malkavian Dialogue
The beloved Malkavian unique dialogue β where the clan's madness manifests as prophetic, surreal speech β emerged from group discussion between Jason, Chad, and Leonard. Jason's deep lore knowledge shaped the mechanic of "hearing things" (talking to stop signs, the TV newscaster breaking the fourth wall). Brian Mitsoda and Chad Moore developed the distinctive speech patterns.
The Ship Disaster
The build that shipped had everyone sliding around β a bug that didn't exist in the build from the day before or after. When Leonard called to send a new build, Activision said they'd already sent it to the duplicator. Leonard "lost his mind" on the phone. He suspects this is why Troika never got another Activision contract.
The End of Troika
Every Troika game shipped at what was essentially alpha stage β feature-complete but unpolished. The time allocated for bug fixing and balance was always the moment publishers said "ship it."
After Vampire, they attempted a werewolf demo and a post-apocalyptic demo. Neither went anywhere. Leonard admits that if they'd gotten another contract, he might have had a heart attack. He was physically and emotionally spent.
A Cathartic Moment
Years later, while watching a Let's Play of Vampire during Outer Worlds development, Leonard was cringing at the visual quality when the streamer began effusively praising the game as his all-time favorite. "It was very cathartic at the very moment where I was just like, I can't believe we shipped this."
Legacy and Reflection
Leonard reflects that everyone he's spoken to who worked at Troika calls it the best job they ever had. The irony: the founders who created that culture couldn't partake in it because they were buried under the pressure of running the company.
He has zero regrets about Troika despite the toll. There would be no Arcanum without leaving Interplay. The creative alchemy between Tim, Leonard, Jason, and Chad produced something that "transcends bugs and time and engines."
On whether they'd do it again: "No. No."
Leonard quotes Blade Runner: "You burn so very brightly, Roy." Tim adds: "And then someone came and crushed his eyes, just like happened to us."
References
- Tim Cain. YouTube video. https://www.youtube.com/watch?v=Njwv5tbmhzg