GDC 2009: Fallout 3 lead opens game design vault

GOTY winner Emil Pagliarulo reminisces about Looking Glass, talks about playing Dead Rising with his 5 year old, and reveals the canceled level that was too big for the sprawling RPG.


SAN FRANCISCO--After Fallout 3 won Game of the Year at the Game Developers Choice Awards on Wednesday, Emil Pagliarulo declared "I'm having the best year of my life."

That wasn't hyperbole.

After nearly four years of development, the game on which he worked as lead designer was finally released in October 2008. Immediately, Fallout 3 was greeted with near-universal critical plaudits, and was named GameSpot's Role-Playing Game of the Year and PC Game of the Year. (It was also released for Xbox 360 and PlayStation 3.) Sales weren't bad either, with the game shipping 4.7 million units in its first week on the market internationally. In the US, the game had sold just shy of 2 million copies as of February 28, according to the NPD Group.

Pagliarulo accepting the Best Writing GDCA award Wednesday.
Pagliarulo accepting the Best Writing GDCA award Wednesday.

With such success, there was little wonder that Pagliarulo looked laid-back and upbeat when his session began. (He was also nearly unrecognizable, having shaved his signature red goatee and lost a dramatic amount of weight.) Being the keynote address of the 2009 Game Developers Conference's Game Career Seminar, the audience consisted mostly of students eager to emulate Pagliarulo's success. As such, he began with his autobiography--specifically, the moment he became interested in computer gaming. That happened when he was 13 and his mother asked if he wanted a trip to Ireland or a gift. He chose the gift--and got a Commodore 64.

Pagliarulo's first gaming job came during graduate school, when he was studying to be an elementary-school teacher. He got a part-time job as a game journalist at the Adrenaline Vault, eventually becoming editor-in-chief and dropping out of grad school. After writing a glowing review of Thief (1998)--which remains his favorite game of all time--he applied for a job as a junior designer on Thief II (2000) at Looking Glass studios.

The relationship that he had cultivated with the now-defunct shop paid off and put his resume at the top of the stack. It did not, however, guarantee him the job. He endured a grueling day-long interview that he left convinced he had blown it. "I just had my first kid and I was desperate for health insurance," he joked, "So I was really upset--I thought my kid was gonna die!"

Fortunately, Pagliarulo landed the gig. One thing that helped was demonstrating his design chops by making a Duke Nukem level...that was a replica of his college's student union. "That would totally get me arrested right now," he joked.

Back then, he said, a junior designer had to wear many hats: level designer, quest designer, and writer. Now, at Bethesda, those positions are all specialized. Pagliarulo also rebuffed criticism that design is one of the easier gigs in gaming, supposedly because it requires no knowledge of Maya or C++. "It requires a very special skill set," he said. "People don't appreciate that."

He compared his Looking Glass experience to the film Good Will Hunting. "I was the kid from Southie working with MIT geniuses," he joked, "Except I don't look like Matt Damon!"

The original Thief.
The original Thief.

As for his Bethesda Softworks gig, Pagliarulo said it was the relationships he built that got him the job.

"The industry is really small--if you're an a******, people are gonna remember six years down the line," warned the designer. Luckily, Pagliarulo was not an a****** to Bethesda vice president of marketing Pete Hines, who worked under him at the Adrenaline Vault.

"I used to tell him what to do, now he tells me what to do," joked Pagliarulo. "Karma's a bitch."

Hines went on to become a product manager at Bethesda, and was instrumental in Pagliarulo landing the job...twice. He first offered Pagliarulo a job as Looking Glass closed its doors in 2000. However, shortly after he accepted the position, he learned that Warren Spector was making Thief: Deadly Shadows (2004) at Ion Storm in Austin, Texas. Pagliarulo then had to call up Bethesda studio director Todd Howard to retroactively unsubmit his application. "Pete has never let me forget it," he mused.

However, after a few years at Ion Storm, which Eidos Interactive shut down in 2005, Pagliarulo realized that he missed the East Coast. In 2002, he again called Hines and asked if they had any positions open. He was immediately hired and put to work on The Elder Scrolls III: Bloodmoon expansion pack. He would eventually become one of the lead quest designers on The Elder Scrolls IV: Oblivion, penning the fan-favorite Dark Brotherhood storyline. Some of the violent imagery in its quests was a factor in the game being rerated M for Mature postrelease.

Later, he gave some behind-the-scenes insight about the making of Fallout 3. Given that Bethesda is just across the Potomac River from Washington, DC, he and the rest of the design team--which was led by Howard-- wanted to have the game set in the capital city. (The original Fallout games were set in Northern California.) Pagliarulo also said that they spent a long time carefully crafting the introductory narration for actor Ron Perlman (Hellboy), who narrated the original Fallout games.

Considering that Pagliarulo and Howard both had young kids, they wanted a father-son relationship to be central to Fallout 3's story. He found it particularly ironic that the script had just been completed when Cormac McCarthy's novel The Road was released in 2006. "It's basically the same story--a father escorting his son across postapocalyptic America," he said.

In terms of writing, Pagliarulo said that he resents professional writers coming in and trying to write a game when they don't play any. He disdains cutscenes and "too much text," preferring to tell the story through gameplay. Throughout, his top priority is player experience, from the moment they look at the game's cover to the time they finish the main quest.

"If you're like me, you're reading the game manual in the car coming back from the store," he explained. "We want the experience to start there."

To perfect this experience, Bethesda relies on a unity of vision and a heavily iterative design process. Each step of development is heavily documented via an internal Wiki system, which is constantly updated and viewable by all. Pagliarulo said that everyone at the studio is constantly playing the game through development, identifying problems and helping stir up enthusiasm for the project internally.

"My motto is: Great games are played, not made," said Pagliarulo. He added that people would be surprised how many game developers don't play their own games, given that they're too busy trying to hit production milestones.

Unfortunately, the iterative development process can lead to parts of a game being left on the cutting-room floor because they required too much work. In Fallout 3, the urban ruins of central D.C. were supposed to be twice as large as they were in the final version. "These maps were done and polished, but Todd thought they had to go," recalled the designer. "You just have to be honest with yourself and admit when something isn't working."

Rivet City, site of the aborted Enclave onslaught.
Rivet City, site of the aborted Enclave onslaught.

Howard also vetoed a Fallout 3 level that would've been among the most ambitious of the game. It would've seen Enclave forces launch an all-out assault on Rivet City, the settlement inside of a rusting aircraft carrier anchored in the Potomac. Players would've been tasked with escorting its inhabitants to the Citadel, the nearby Brotherhood of Steel stronghold in what used to be the Pentagon.

Pagliarulo was eager to include the combat-intensive level, but Howard said that the mission was just too big. Now, the designer retroactively agreed with his boss, saying, "In the end he was right, we couldn't do it."

During the question-and-answer session, Pagliarulo was peppered with questions about how to get into the industry. His advice? If you like the company and the games that they make, take any position you can, even if it is as a QA grunt or intern.

"Two of our top designers began as interns," he explained. One got the job through a counterintuitive approach by being the most consistently annoying bug submitter. "He drove us nuts, but he showed great design instincts."

Pagliarulo did say that was the exception, not the rule. When looking for employees, Bethesda's top requirement is a "low a****** quotient." He also resents the sense of entitlement many younger applicants had. "They come in with all this badass attitude and say, 'I'm the guy you want to hire.'" Anybody who does that, their resume gets thrown out straight away."

Pagliarulo in 2007, as Fallout 3 development ramped up.
Pagliarulo in 2007, as Fallout 3 development ramped up.

Primarily, Bethesda wants enthusiastic people who are fans of its games and RPGs in general. When a programming student mentioned that he was a dungeon master at a weekly Dungeons and Dragons game session at his college, Pagliarulo told him to put that on his resume. "At Bethesda, that would actually be relevant experience," he declared.

Most importantly, Pagliarulo urged the students present to "speak through your work." He said that the best way to get a job at Bethesda was to use the toolsets that it released to make something really interesting. He said that they tasked one applicant to create something with the Fallout 3 level editor in a short time span--and the results got him hired on the spot. He also praised the modding community and predicted that "someone will re-create the original Fallout" with the Fallout 3 toolset within a year.

Though antigame activists believe that games can scar children, Pagliarulo has the complete opposite approach. He regularly plays all sorts of games--including M-for-Mature rated ones--with his children, aged 5-9.

"I probably shouldn't, but I do--they're tomorrow's game designers," he said, before describing the first time he showed his 5-year-old son the ultraviolent zombie apocalypse action game Dead Rising. "You should've seen his face--he was horrified! But now he loves it."

In closing, Pagliarulo also said that even though he works long hours, he has a dream job: "Some people put up drywall or do roadwork for a living. I have to decide how many heads a monster has. ... I love what I do. In fact, I hope I die in my cube working on Fallout 20."

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Avatar image for Giglioroninomic

I absolutely agree with electronic eye. It is refreshing to know that there are still people with integrity working in the game industry. After you play a completely terrible game (cept zombies!) like Black Ops, or you simply look back and absorb the crass, soulless commercialism that has gripped most of the gaming industry, you feel like the thing you love - interactive games - is headed for a painful death, or it itself is a zombie already. Then you read things like this, and you smile. People can criticize and hate and qq in regards to Bethesda and Fallout all they want - the plain truth is it was an excellent, excellent game. It had it's flaws, the gameplay is kind of archaic and becomes repetitive and boring, especially after endless expansions, but they didn't hold back when they designed it. In contrast, Fallout NV, kind of sucks. I've been getting into it more the last week and it feels like FO3, with some cool changes, but it lacks the mojo that 3 had. Here's to hoping FO4 has vehicles and a vastly improved party system (and obviously uses the new ES5 engine)

Avatar image for electronic_eye

Love this guy. Great overall approach to game dev. overall.

Avatar image for kyle_360

just one is magic and swords in a mythical land kinda vibe and one is a postapacalyptic wasteland with guns

Avatar image for kyle_360

adamchuff....what are u talking about they play almost identical , the whole layout of both are the same , u explore an open ended world, travling town from town , convos are the same , pase of the game is the same.

Avatar image for Jim9349

when did this become a console war?

Avatar image for starduke

I've played both Morrowind and Oblivion. In fact, I have both installed on my computer. I'm playing Oblivion more then Morrowind, though. Just having the NPCs actually talk makes it better. They are both cool games, and I love to make mods for both of them. There should be more games like them. I hope Bethesda makes another Elder Scrolls.

Avatar image for starduke

I want a dream job, too. It's why I'm going to college to get a degree. I hope to be hired by a game company, someday.

Avatar image for adamchuff

(#2.) as well though i went and just bought Elder Scrolls IV this past weekend and have started to play it and i still say Fallout 3 is way better it even has more of an rpg feel to it the way you lvl up and access to the menus and items is alot better in my opinion. Fallout 3 and The Elder Scrolls IV: Oblivion are 2 way different games, i do not see why people are saying oh its just oblivion with guns. no it is a completely different game all together. Bethesda Softworks, released The Elder Scrolls series back in '94 with T.E.S: Arena, Black Isle Studios & Interplay released Fallout in '97, so the only thing that is relative to these 2 games being alike (Fallout 3 & Oblivion) is that they were in production around the same time and made by the same company. well anyway the are both good games and you all are entitled to your opinions but dont just go saying oh they are the same thing because they are not at all do your research before saying things that are not true, im sure the brain child of the orig. fallout would have something to say about that. but i can say "Bethesda.... please keep making good games."

Avatar image for adamchuff

(#1.) i dont know what you guys are talking about fallout being buggy.... yeah i understand the pitt dlc with the corrupt file sleekly inserted into it, but i bought fallout 3 i think it was the first day it was out, one of my friends at gamestop was like "here you gotta play this some a****** just came back and was like this game is garbage!" i looked at it and was like alright i will check it out so i forked over my 50 and took it home. i popped it in and have been playing that game ever since, i seen little flame wars on what system it looked better on as you look at the night sky in the game if you can see the shades of darkness, mind you i dont have an HD tv, but i checked in the game and i seen the lines on mine, so i set the in game brightness and it was perfect no lines. the worst thing that has gone on in my gameplay experience was closing a door on a dead super mutant and he got stuck it the door to where as you open it the body would move and keep thudding on the ground. i blast his leg off, it was all normal again. serious i think they have done a great job with it. no other game compares.

Avatar image for danielreader22

I don't get it. The Reilly's Ranger's quest was huge. Here, the Enclave is assaulting Rivet City and you have to escort the people inside to the Citadel. It's similar, but the Citadel is nearer to Rivet City the the Statesman Hotel is to the Ranger Compound. They shouldn't of done that if you ask me.

Avatar image for Fady117

to InsultToInjury_: "Fallout 3 is a great game but it's buggy as hell." I couldn't agree more, LARGE games have TONS of elements and environmental interactions and interactive elements that you could spend an entire level throughout bugs... my point? the larger games are, the sweeter they are, I don't really care about the bugs, they come all the time and they even demonstrate the complexity of the game's engine and programming... I always get glitches in Oblivion (such as running in the air or trying to hit a brown bear when it suddenly disappears and comes right behind you) but these things are plain normal in gaming, no game was ever bug-free. ;)

Avatar image for Fady117

Awesome!! after reading this, I just felt my motivation coming back!!! I was starting to lose hope, thinking that most games developers would rarely be in need of more staff, but actually it seems that they're always hiring!!! plus, it sounds as if Pagliarulo got what he deserved through hard work and enthusiasm, a "real" designer's two most important aspects.... ;) ;)

Avatar image for Legend-of-Evil

Awesome, good to know he's a Commodore 64 fan! :D

Avatar image for someguy503

I like how Pagliarulo says he prefers having the player go through the story with Gameplay. Does MGS4 really need those huge cutscenes?

Avatar image for feartrain999

Ive been playing fallout 3 for +350 hours and have explored every piece of terrain/dungeon there is, but haven't actually came across any real BIG issues with bugs; None that would really 'ruin' my experiance like some have mentioned. Just keep in mind how freakin' large the game is, it would be impossible for it to be just as polished as the smaller-scale linear action game, such as one with only 8-10 hours gameplay! Long live Fallout!!!

Avatar image for powerrising

You know, you could loose a lot of weight like that if he were testing something like a "Wii Oblivion" - that's arthritis in your sword arm and a hole in your new TV waiting to happen.

Avatar image for RawhideSphinx

Morrowind is Better than Oblivion, Fallout 3 is better than Morrowind.

Avatar image for noclue_27

"Some people put up drywall or do roadwork for a living. I have to decide how many heads a monster has. ... I love what I do. In fact, I hope I die in my cube working on THE ELDER SCROLLS 20." fixt Oblivion > Fallout

Avatar image for ivan_the_one

i wish I had a sweet job like that.^_^

Avatar image for IWillKickU

Fallout 20? Meh, I thought they lost their vision in Fallout 16. Fallout 18 was a decent comeback, but didn't have nearly the epic scope of Fallout 11. That's the one that stands out in my mind as the quintessential Fallout expirience.

Avatar image for tonyhawksP8

Maybe games do help to lose weight.

Avatar image for Blue_Abyss

I thought his insight and experience on how he went got to were he is now with the game industry was good. I wanna know how he lost so much weight though!!!

Avatar image for ParisSun

Wish they would have kept the assault on Rived City by the Enclave. It sounded like the assault on Helms Deep from LOTR. The Enclave could hvae landed right on top of the carrier city.

Avatar image for LordInvernus

I haven't had nearly the amount of bug problems that others go on and on about...just a few issues when the update for Operation Anchorage...but even that seems to have stopped. As for the level they kept out of the game....are you kidding...I wanna play that fact I think that would be a cool expansion and maybe even have the option to be an enclave soldier instead.

Avatar image for jmoussa1987

LOL I kept looking at both photos and it looks like a different person. He must have stopped eating during development of Fallout and consequently lost a ton of weight, hehe.

Avatar image for Fatal_Byte

Thats a lot of weight to lose.

Avatar image for shani_boy101

wow, he lost ALOT of weight.

Avatar image for InsultToInjury_

Fallout 3 is an amazing game in both story and general gameplay but it is buggy as hell. Dont get me wrong it hasnt stopped me playing nor enjoying the game.

Avatar image for Gamer_4_Fun

Next time, you guys release a buggy game like Fallout 3, no matter how good it is, i aint buying.

Avatar image for joelgargan

@blazey09 I agree with you, Fantasy RPG's are the way to go. Same with books for me, I thoroughly prefer Medieval/Swords and magic Fantasy to modern fantasy, with Terry Brooks "The Word And The Void" Series.

Avatar image for blazey09

i like oblivion but i didnt really care for is most likely the setting of fallout that doesnt really make it interesting for me in a rpg i just like the whole bows, swords and magic deal. but fallout is not a bad game though just couldnt get into it

Avatar image for Sendmn23

I bought that game fall out 3, and I haven't been able to get into it. I bought Oblivion too , and I still haven't finished it. They are cool games, but I just don't get them.... "speak through your work."

Avatar image for 2x4b96123

im hoping the gameplay in ES5 will be as sleek as F3 whichever im already hyped for whatever sequels are in the works

Avatar image for Laksamanama

idk what ppl were talking about the story in the game was great, about sacrifice, retribution, allusions, and all that good stuff

Avatar image for seriousjoker93

Fallout 3 is one of the most incredibly awesome games I have ever played, although Oblivion can never be beaten.

Avatar image for rockatanski

Fallout 3 is one of the best games ever made.

Avatar image for plrhockey93


Avatar image for JOKER677

hahaha fallout 20 or die trying

Avatar image for guertt

After two rental. I knew it was the kind of game I needed. So I got it full price and realise I was right! I have played close to 60 hours and still have things to do.(all that in a offline mode ). you don't see that often. 10/10

Avatar image for plrhockey93

oblivion... F3?? I'd have to go F3 because of the futuristic atmosphere and survival genre.

Avatar image for Strollingchimp

yeah fallout 3 is awsome but it was either bethesda or microsoft that screwed up the pitt in the uk on xbox live but im gonna say it was microsofts fault

Avatar image for hundasupa

F3 was impressive, after all the dumbing down they had too apply to Oblivion, they picked themselves up and did something awesome. Loved all the side'quests and the atmosphere in the game. And the modding community for f3 is great, added many many fun hours to the game. :)

Avatar image for LewyDeng2

I also found Oblivion to be a cooler game, maybe I'm just a sucker for more non-linear type RPG's. FO3 is still cool though.

Avatar image for lowkey254

@ liam72 I agree. After 7 hours i didn't want to play anymore, so i sold it.

Avatar image for liam72

I didn't really enjoy Fallout 3, I expected too much from it. I got through the game and never got really excited ... The atmosphere was excellent, but the gameplay bored me. Anyway... I prefered Oblivion a lot.

Avatar image for isaacmj

Maybe Pagliarulo's kisds will develop Fallout/Oblivion 16 when they grow up. Looking forward to it!

Avatar image for peeviness

The modding community is so strong in Oblivion and Fallout 3 that I really don't care about their flaws. They're both awesome games imo.

Avatar image for Malco_Vincenzo

oblivion is better than fallout 3 hands down. NPC conversations actually changed in Oblivion, you could ans in some cases HAD to persuade people in Oblivion. I also like the whole nor being able to max out your levels in 3 days play in oblivion. fallout 3 was a dumbed down oblivion with guns and exploitable VATS. the FPS aspect of it was mediocre, the story was all over the place, the NPCs were a one conversation experience, and I gotta agree with shawnyboy12 and skobic, the quests were repeitive. Kill these guys, get item A, bring item A to point B, rescue person C. In Oblivion the game actually punishes you for being evil. The Regulators in F3 are easy to take down at LVL 2. the guards in oblivion TANKED YOU. disappointed with F3's ending too. it was a good game until I beat it. after that i didn't want to go back and complete the side quests that I skipped.

Avatar image for brandonnerdratt

I agree with frylock2 10.5/10

Avatar image for frylock2

FALLOUT 3 is the best game ever no exceptions