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Q&A: Ken Levine talks BioShock, reminisces about X-Com

2K Boston frontman Ken Levine talks about how BioShock 2 ended up at 2K Marin, his upcoming mystery project, and how his studio literally went underwater.


The development studio known as 2K Boston traces its roots across many years, projects, platforms, and even names. Originally Irrational Games, it is the spiritual successor to the once-mighty, now-shuttered Looking Glass Studios, the shop behind the System Shock franchise and the original Thief. 2K Boston's cofounder, president, and creative director is Ken Levine, an alum of both Looking Glass and Irrational. His credits include critically acclaimed games like System Shock 2, SWAT 4, Freedom Force, and, most recently, the award-winning action game BioShock.

Levine, waiting for a Big Daddy to emerge from the surf.
Levine, waiting for a Big Daddy to emerge from the surf.

But things have changed since the release of BioShock. The recently announced sequel, BioShock 2, is being developed at 2K Marin, which was founded by a number of original BioShock vets in late 2007. Meanwhile, Levine and the remaining 2K Boston group are still in Massachusetts, recruiting new talent for an unnamed project that the studio claims will be its most ambitious to date.

GameSpot chatted with Levine to discuss how there ended up being a different studio with BioShock staffers, why he isn't working on BioShock 2, what he is working on, and his thoughts on console games, PC games, and the game industry in general. Also, it turns out that 2K Boston's offices were recently flooded, so there's a funny story about that here, too.

GameSpot: We understand that the dreamlike, underwater city of Rapture from BioShock was recently re-created on the 2K Boston campus. Can you tell us about what happened?

Ken Levine: Right around New Year's, 2K Boston was visited by something approaching Biblical wrath. Biblical wrath mixed in with a healthy dose of literary irony. A water main in our building broke and flooded the place. I'll let our eyewitness--art director and Big Daddy creator Nate Wells--describe what happened.

Nate Wells: I was in the office on a Saturday since I wanted to get down some ideas I was working on. I was wearing headphones, but in the space between songs I heard this bizarre sound. I took my headphones off, and what I heard sounded exactly like someone had left their 360 on with a copy of BioShock running.

This was fairly common, so I went from desk to desk in the art pit to find the source. As I got closer to the door it was clear that the sound was definitely not coming from a TV, but from down the hall. I turned and saw what looked like light rain falling from the ceiling in the hall. I assumed it was the sprinklers.

It was clear, however, that the sound wasn't coming from this single spot. In fact, it sounded like, well, Rapture near Dr. Steinmann's office in medical--wet, echoing rain. What I saw was the team's precious life-size statues of the Big Daddy and Little Sister (who live near the front desk) under an absolute downpour. Perfectly--too perfectly--the ceiling tiles had given way directly over them and rain was coming down, bouncing off the Big Daddy's drill and eye lights--exactly how I had first imagined him.

KL: The bad news was that we were stuck in a temporary space downstairs for a few months. The good news is that we're redoing our entire office. The bad news is we'll have to move three times in six months. The good news is that we've got video of the flood, and it's awesome if you can ignore the thousands and thousands of dollars in damage.

GS: The cat has started peeking out of the bag for BioShock 2. At this point in time, what can you tell us about the game, in your own words?

KL: I'm probably not the guy to ask because the team at 2K Boston and I aren't working on it. We're not involved in any way; never have been. It's entirely in 2K Marin's capable hands. Frankly, I'm trying to keep myself at a distance from it so I, like all the other fans out there, can play it fresh when it's done.

GS: Speaking of which, it seems like a few things have changed since we last spoke. Previously, you were heading up 2K Boston (nee Irrational Games) and the main topic of conversation was BioShock, which had finally been released to numerous accolades and sales. Fast-forwarding to today, you're still in Boston, but a chunk of the team has moved to the West Coast and is now working on BioShock 2...while you aren't. Can you shed some light on what happened?

KL: BioShock 2 wasn't the right thing for 2K Boston; it was the right thing for 2K Marin. After BioShock, 2K wanted to grow the company by starting a new studio in Marin, and they asked if it could be seeded with some 2K Boston and 2K Australia developers. They said, "Dude, are you cool with that?" I understood what they were trying to do, so I said, "Sure." All in all, five smart folks from 2K Boston are now at 2K Marin.

GS: What, if any, is 2K Boston's involvement with 2K Marin at this point? And what's 2K Boston's involvement with 2K Australia (nee Irrational Australia)?

KL: 2K Boston is focused on our next project, which will probably come as a huge surprise to our audience and yet at the same time will make total sense once they see it. I will say that we're clicking on all cylinders.

A Big Daddy waits for Levine to mop up.
A Big Daddy waits for Levine to mop up.

Besides delivering on the narrative experience we're known for, it will include a type of gameplay that is completely new to us--something the BioShock team has never really explored in depth before. In all areas (art, design, and programming), we spend half our day being totally psyched, and half our day wondering what we've gotten ourselves into. We're kind of humbled by the challenge.

We've been in a huge recruiting frenzy to staff up for it. We've got a gaggle of Boston folks going to GDC next week to show the colors and press the flesh. In a world where world-class, brilliant developers like Ensemble no longer exist, I'm pleased to say we're hiring. Maybe some of the industry's brilliant refugees will seek out our staffers in their "Be big in Boston" shirts at GDC. You know, "Give us your tired, your poor, your huddled experts in C++."

In the end, our new project is something we're champing at the bit to talk about. But we're not showing it to anybody and won't be for some time. In fact, the only way to get a look at it is to interview for a job with us.

GS: There's this nasty rumor going around that you've been working on the successor to X-Com, the classic sci-fi tactical game from Microprose. You wouldn't know anything about that, would you?

KL: I personally own four copies of X-Com. I just bought the whole series again on Steam. I even spent a few hours last month playing (God forgive me) X- Com: Enforcer! Now that's love.

On a completely unprofessional side note, I'm going to name-drop and say I met Sid Meier at E3--one of the perks of working for Take-Two. He had this kind of Zen-master serenity thing going on about him, but I think I creeped him out with my nerdy, 1,000-yard fanboy stare.

Back to X-Com. I will say that I'm probably the world's biggest X-Com [fan]. I won't say I'm working on an X-Com game.

GS: If you can't go into specifics about what you're working on, can you at least go into generalities? Would it be safe to assume that, now that you've gotten BioShock out of your system, you're looking to explore the less time-intensive world of smaller-scale independent or downloadable games? Maybe really scale it back, take it easy, and design a few Web ad banners that let us click here to punch a black-eyed, bucktoothed Ken Levine head with a mouse-cursor-boxing-glove to win a free iPod?

KL: Look, there are times when I'd like to pack it all in and make something supersmall. Something that doesn't take three or four years to complete. Something that, if we totally screwed the pooch, wouldn't be a zillion-dollar disaster. But the truth is, you can't really take the team of the size and scale that made BioShock, System Shock 2, and SWAT 4 and put them on funny banner ads...unless they were really, really funny.

Now a quick warning: I'm about to go into mega-proud papa mode here and talk about my team. So, bear with me. Think of me as the nerd version of the old lady you're sitting next to on the plane who whips out a stack of photos of her grandchildren.

Teams don't get talked about enough. And it's easy to forget that games like BioShock are made by groups of people--large groups of people. Our senior staff in Boston is really second to none. We've got Scott Sinclair, who was the BioShock art director; Nate Wells, who visually designed SWAT 4 and the Big Daddy; and Shawn Robertson, who led the animation on every Irrational/2k Boston game after System Shock 2.

Sorry, sister--that ain't ADAM.
Sorry, sister--that ain't ADAM.

We've got Chris Kline, who was the lead programmer on SWAT 4 and BioShock. John Abercrombie, who did the AI for both those games as well. We've got Robb Waters, who I started working with back on Thief when we were both at Looking Glass--he created the concept art for that game, as well as for System Shock 2, Freedom Force, and BioShock. And designer Dorian Hart, who took me out for lunch on my first day at Looking Glass--the guy goes back to Ultima Underworld 2, was lead designer on Terra Nova, and was my right-hand man on designing System Shock 2. Not to mention Bill Gardner, who oversaw the level creation on BioShock; Stephen Alexander and Jesse Johnson, who created the water effects; Justin Sonnekalb, who managed to keep my script and our endless recording sessions lined up; and everybody else who sweated blood in Boston to make the game happen.

And we've recently been able to sucker guys like [game writer] Shawn Elliott and Tim Gerritsen (cofounder of Human Head) to come work with us. And guys and girls from LucasArts, EA, Turbine, Harmonix, and pretty much every other company out there. I get to come to work every day with these people. I consider myself lucky.

But you know what, we still need more, many more people to come and get involved in our Next Big Thing.

GS: Among the many changes that took place in your career over the course of BioShock's development and release, you went from being primarily a PC game developer working on games like SWAT 4 and Freedom Force to the world of console game development. What are your thoughts on the state of console games? What about PC games?

KL: I don't think of us as a console game developer. We're just trying to carry on in the tradition of giants like Rockstar, Lionhead, Bethesda, and BioWare who tried to make the console a bit more like the PC, the platform that was their first love. Think of what traditional PC developers have done for console games. It took Bungie to make modern shooters really work. It took Bethesda to say RPGs didn't need to compromise. It took Rockstar to show that a console game could be as huge and as deep as any PC experience. And if you pick up the new GTA game on the DS, you'll see they just broke that barrier there as well.

Don't get me wrong: I love my PC. Right now, I'm concurrently playing Empire: Total War, Dawn of War II, BattleStations: Midway, Puzzle Quest: Galactrix, Sins of a Solar Empire: Entrenchment, and Company of Heroes...again.

And then there are new forces like Good Old Games (aka, which reopens access to games people might have never gotten a chance to play. This weekend my plan is to reinstall Shiny's Sacrifice and go to town.

GS: One of the highlights of 2008's PlayStation 3 game lineup was the port of BioShock, which trailed the PC and Xbox 360 versions. What's your take on the PS3's current status in the market? What would the platform need to pull ahead in the marketplace?

KL: I will say this: Sony has taken some amazing creative risks in the last year. Like all risks, some work out great, some work out less great. But how can you not admire a company putting out games as different as Flower and Killzone 2 in the same month? What I love about this generation of consoles is how each of the machines is really providing something unique. The Wii, the 360, and the PS3 are all completely distinct platforms with product lines that in many ways are more different from each other than they are alike.

But that also says cool stuff about the gaming audience. The world is changing. Somewhere, somebody is playing Halo 3 deathmatch. Somebody else is playing PixelJunk Eden. Somebody else is booting up Wii Fit. Somebody else is downloading a PC wargame from some weird, obscure Web site.

GS: And what are your thoughts on the Wii and the way its low-tech, low-barrier-to-entry approach has carved out new success in a brand-new market? What role does it have to play in the life and times of a game designer whose resume includes story-driven epic after story-driven epic?

KL: Technology is a tool. Some of the best story-based games ever made (Beyond Good and Evil, Planescape: Torment) were released when the Wii was just a glimmer in Miyamoto's eye. Thief, the first game I worked on, could probably run on an iPhone, story and all.

When we had the capacity to express ourselves on a broader canvas, like we did with BioShock, we did it. If our canvas was a little narrower, we'd adapt. Having a canvas as big as BioShock's was something new and, frankly, a bit scary for us. We were used to working with less graphically powerful hardware. Go back and look at System Shock 2 or Freedom Force and you'll see what I mean. I think it's going to be tougher to paint on a huge canvas if you don't have the track record. But frankly, it was tough to get BioShock made.

GS: You got your start in the game industry as an apprentice developer working at a studio that pursued publishing deals. Then you ended up working on System Shock 2, which was published by a massive game publisher, and then you later had your entire studio acquired by a larger game publisher. What are your thoughts on independent development these days? Are things better or worse for independent developers and their games? What lies ahead?

KL: Remember the great indie developers of 1995? Yeah, neither do I. Back then, outside of a few notable exceptions, there really was no serious independent development. The tools (for example, Flash, etc.) didn't exist, and neither did the marketplace (the Internet). I think it's a great time to be an indie [developer]. Go to, Xbox Live Marketplace, the PSN Store, or WiiWare, and you'll see gobs and gobs of coolness.

But that's not to say it's easy. It's hard to succeed. It's always hard to succeed. You have to be talented, you have to be lucky, and you have to stick around and take your blows when most sane people have packed it in. But now, at least, there's a shot to make it and sometimes make it big. I'm not sure groups like The Behemoth or Ironclad (two companies that I'm a huge fan of) would have been possible 10 years ago.

GS: Aside from the new project and the new 2K Marin studio, we have to imagine there are at least one or two other big announcements in the pipe. Any hints on other big news you may have to relate soon?

KL: If somebody wanted to know what was going on at 2K Boston right now, there's only one way: apply for a job with us. Like I mentioned earlier, we've even created a Big Daddy "Be big in Boston" recruiting T-shirt for the 2009 Game Developers Conference, which highlights both the company's heritage and our home city. But there may be some cool things we'll be busting out a bit sooner. Something that will bring a small smile to old-school fans of the company. Not a product announcement, but something they'll dig. I don't want to over-promise here, but we're psyched to roll it out.

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