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The End of Sierra as We Knew It, Part 2: The Scandal

That’s the challenge: giving the public a formula they know and feel comfortable with, but making it different from anything they’ve seen or experienced before.

— Roberta Williams

Although Ken Williams left his office at Sierra On-Line for the last time on November 1, 1997, his wife Roberta Williams stayed on for another year, working on the eighth entry in her iconic King’s Quest series. King’s Quest: Mask of Eternity turned into the most protracted and tortured project of her long career.

Roberta had long since fallen into a pattern of alternating new King’s Quest games with other, original creations. Thus after Phantasmagoria shipped in the summer of 1995, it was time for her to begin to sculpt a King’s Quest VIII. Yet she was unusually slow to get going in earnest this time around; perhaps she was feeling some of the same sense of exhaustion that her husband was struggling with in a very different professional context. She tinkered with ideas for the better part of a year, during which the fateful acquisition of Sierra by CUC came to pass. By the time a team was finally assembled around her to make King’s Quest: Mask of Eternity in mid-1996, Sierra’s day-to-day operations were teetering on the cusp of enormous changes, not the least of which would be Ken Williams’s dramatically circumscribed authority. To further punctuate the sense of a new era in the offing, Mask of Eternity was to be the first King’s Quest game ever not to be made in Oakhurst, California; this one would come out of the new offices in Bellevue, Washington. Most members of the team assigned to it were new as well, with the most prominent exception being producer Mark Seibert, who had filled the same role on the hugely successful King’s Quest VII: The Princeless Bride and Phantasmagoria.

By this point, the lack of any subsequent point-and-click adventure games that had sold in similar numbers to Phantasmagoria, from Sierra or anyone else, was sufficient to raise concerns about the genre’s health in any thoughtful observer of the state of the industry. Roberta Williams apparently was such an observer, for it was she herself who decided to make Mask of Eternity different from all of the King’s Quest games that had come before, in order to better meet the desires of contemporary gamers as she understood them. Using Mark Seibert, who had played a lot more of the recent popular non-adventure games than she had, as something of a spirit guide to the new normal, she conceived a King’s Quest that would run in a real-time 3D engine, combining her usual focus on storytelling and puzzle-solving with some action elements. The broader goal would be to create a dynamic living world full of emergent potential, rather than another collection of set-piece puzzles linked together by semi-interactive conversations and non-interactive cutscenes. “We didn’t want to make it so you go here and solve a puzzle, then go there to solve a puzzle, then go to a puzzle somewhere else,” she told an early journalist on the scene. “What we really wanted to bring was that sense of going on an adventure, of going on a quest. It’s not just a word in the title. We want you to feel like you’re really doing it.”

Taken in the abstract, her understanding of what she needed to do in order to keep King’s Quest relevant wasn’t by any means completely misguided. Yet circumstances almost immediately began to militate against it cohering into a solid, playable game. SCI, the venerable adventure engine that had powered the last four King’s Quest games and Phantasmagoria, along with dozens of other products from Sierra, was totally unsuited for this one. To replace it, the team wound up borrowing a 3D engine that had been developed by Sierra’s subsidiary Dynamix with flight simulators in mind. They never were able to fully wrestle it into a form suitable for this application; the finished game remains a festival of jank, sporting walls that you can literally walk right through if you hit them just right.

Roberta Williams felt her own authority being gradually undermined as the new order at Sierra, now merely one part of the software arm of CUC, became a fact of life. In the past, she had enjoyed privileges that were granted to none of Sierra’s other designers — such were the benefits of sleeping with the boss, as she herself sometimes joked. She had worked from home most days, emailing her design documents to the people entrusted with implementing them and then supervising their labor only loosely from afar. But she now found that her ability to set her own working hours and location and even to make fundamental decisions about her own game was waning in tandem with her husband’s fading star. “Suddenly finding that she was expected to build another bestselling King’s Quest game, but that the developers didn’t really have to do what she said, was something Roberta had never had to face,” writes Ken in his memoir. “There were days when she would come home crying.”

In the last week of 1996, Blizzard Entertainment, that rising star of the CUC software arm, shipped Diablo to instant, smashing success. A decree came down from above to make Mask of Eternity more like Diablo, by adding extensive monster-killing and other CRPG-like elements to the design. Roberta Williams was utterly out of her depth. Increasingly, she felt like a third wheel on her own bicycle. And yet there was no other confident and empowered voice and vision to replace hers, just a babble of opinions — hers among them, of course — trying to arrive at some sort of consensus on every new question that came up. Whatever his other faults as an administrator and organizer, Ken Williams had never allowed this to happen. His rule had always been that there was one lead designer on each project, and that person called the shots. If the lead designer “wanted something done, whether the team agreed or not, it didn’t matter. It’s her game and her career on the line.” Now, though, this philosophy no longer held sway at Sierra, even as there was no coherent alternative one to take its place.

So, the Mask of Eternity team bumbled along with no clear ship date in sight, more a mob of wayward peasants than a well-honed army. In the meantime, there were more big changes at the corporate level: as we learned in the last article, the merger of CUC with HFS was announced in May of 1997. It was to be consummated that December, with the conjoined corporation taking the name of “Cendant,” from the Latin root that has given us the verb “to ascend” in English. The name was chosen by Walter Forbes, reflecting the conceit of a culture-vulture sophisticate in which he so loved to cloak himself. For his part, Henry Silverman of HFS, who was all about facts and figures and bottom lines, thought one name was as good as another, as long as his marketing people told him it would pass muster on Wall Street.

Well before the merger was completed, there were signs that this shotgun marriage of opposites was going to be a more challenging relationship than either had anticipated. Silverman ran a tight, focused ship, while Forbes’s board of directors and senior managers were, as Ken Williams had experienced firsthand, more inclined to discuss their golf handicaps than matters of vital interest to the company. “They were like children playing at business,” says one of Silverman’s top lieutenants of his counterparts from CUC. Growing concerned about the overall competence level and work ethic of Forbes himself, Silverman suggested to him in November of 1997, before the merger was even completed, that it might be best if he, Silverman, stayed on a little longer as CEO instead of turning over that position on January 1, 2000, as stipulated in the merger contract.

This was not music to Forbes’s ears. He had already been complaining for a while about Silverman’s high-handed style — about the way he was treating CUC as if it was being bought rather than being an equal partner in a merger — and he didn’t even deign to reply to this latest proof of his allegations. The relationship between the two executives grew so poisonous that Silverman hired a private detective to investigate rumors of womanizing and sexual harassment on Forbes’s part, hoping to find some leverage to use against him. Much to his disappointment, the detective failed to dig up enough actionable dirt.

Again, it should be remembered that all of this jockeying was taking place before the merger had even come off. Given the warning signs that were blinking red everywhere by November, one does wonder why Henry Silverman went through with the deal. The best answer anyone has come up with is that he was a creature of the stock market right down to his bones, and both companies’ stock prices had been sent soaring by the news of the merger. To call it off now would cause the stock to crater just as quickly.

So, the marriage was consummated on schedule, with Henry Silverman as the first CEO of the new Cendant Corporation. By virtue of his job title, he ought to have had access to every aspect of the former CUC’s operations and finances. Yet he ran into a baffling resistance from Forbes’s middle managers whenever he tried to dig beneath the surface. When he called on Forbes directly to intercede and get him the numbers he wanted, Forbes said blithely that he would prefer to preserve the “financial-reporting autonomy” of his half of the company. Silverman, whose temper could be volcanic, had to expend great effort to keep it under control now. He explained to his new chairman of the board, as clearly and calmly as he could, that that wasn’t how a merger worked. Forbes seemed to accept this. And yet at the end of February, more than two months after the merger had ostensibly been effected, Silverman still had no clear figures on his desk. His accountants were now telling him that, if these didn’t surface soon, they would be unable to make a legally mandated filing with the Securities and Exchange Commission. Silverman would have to be a far less perceptive businessman than he was not to smell a rat of considerable proportions.

On March 6, 1998, he dispatched his chief accounting officer Scott Forbes — no relation to Walter — from Cendant’s new headquarters in Manhattan to CUC’s old ones in Stamford, Connecticut. The accountant’s orders were to get the numbers he needed by any means necessary, even if it required getting Silverman himself to come onto the speakerphone and threaten somebody’s job. He met with E. Kirk Shelton, Walter Forbes’s right-hand man. Caving at last, Shelton sheepishly explained that there was a little problem — only a little one, mind you — with the former CUC’s books. Its actual revenues during its last year had come in about $165 million under the figures it had reported. While Scott Forbes was still shaking his head at this piece of news, wondering if he had heard correctly, Shelton rushed to add that the problem was easily fixable, by reporting equity from the merger as operating revenue. “We want you to help us figure out how to creatively do this,” said Shelton, as if committing accounting fraud was just another day at the office — which to him it was, as would soon become all too clear.

Henry Silverman was predictably livid when Scott Forbes told him what had just transpired in Connecticut. He tried to contact Walter Forbes, but learned that that gentleman of leisure was on vacation in Hawaii and wasn’t receiving calls. Walter did eventually deign to send an email in response to the CEO’s increasingly furious queries, saying that they would get together and sort everything out when he came home in a few weeks. Like Shelton, he seemed to believe that the discovery of a $165 million shortfall was no big deal — or else he had made a strategic decision to act as if it was.

Not realizing that he would soon be wishing that $165 million was the full extent of the discrepancy in CUC’s books, Silverman said nothing publicly, hoping this could all still be swept under the rug as the mere teething problems that always accompany big mergers, even as he privately vowed to be rid of Walter Forbes by hook or by crook. “I can’t have people working with me that lie to me!” he raged.

Rather belying his own attempt to treat CUC’s accounting irregularities as No Big Deal, Walter Forbes, upon his return from Hawaii, refused to meet with Silverman at the headquarters of the company that they supposedly ran together. Instead he insisted that Silverman and his closest lieutenants talk with him and his on neutral ground, in a Manhattan hotel suite. This meeting took place on April 1, which must have struck Silverman as an appropriate date, seeing how Forbes had fooled him into merging their companies. Brushing off all of Forbes’s efforts at preliminary light conversation, Silverman got straight to the point — or rather to the ultimatum. He was prepared, he said, to look for a way to keep CUC’s shortfall from becoming public and placing Forbes in serious legal jeopardy. He would do this not for Forbes’s sake — for Forbes, he made it clear, he had nothing but contempt — but for that of Cendant’s employees and shareholders. As a condition, though, Forbes, Skelton, and the rest of the old CUC inner circle would have to open their books to him at long last — full transparency across the board. Then they would need to leave the company, just as soon as the necessary severance contracts and press releases could be crafted. According to most reports of the meeting, Forbes and his people agreed to this.

Having vented his rage on these eminently deserving targets, Silverman left the hotel suite feeling cautiously optimistic. The shortfall was ugly, but it shouldn’t be enough to sink the business as a whole. And the upshot of the whole affair was that he would get Walter Forbes and rest of the CUC amateurs out of his hair once and for all. Silverman ordered his accountants to conduct a thorough audit of CUC’s books, to provide him at last with that which he had been seeking for so long, the same thing that Ken Williams had sought much more lackadaisically before him: a proper picture of what exactly CUC did, how it did it, and where its money was coming from and going to. He gave them two weeks.

The day of reckoning was April 15, 1998. Silverman might have suspected the worst when he saw that his own people had brought two mid-level CUC accountants with them, and insisted that they give the presentation, as if afraid of becoming collateral damage of the CEO’s temper. Their fear was thoroughly understandable. For what was revealed on that day was a tale of fraud on a scale literally unprecedented in the history of American business. Over the past three years alone, CUC had conjured out of thin air more than half a billion dollars in revenue that had never actually existed in the real world. To Walter Forbes, business had been a shell game. Now you see it, now you don’t.

CUC’s long tradition of financial malfeasance had apparently begun, as these things so often do, with dubious short-term measures that were intended merely to grease the wheels of the company’s legitimate operations as they passed from a slow-moving present to a doubtless supersonic future. Already before the end of the 1980s, CUC had taken to booking pledged membership fees — fees that would be realized only if the members in question didn’t cancel, which they frequently did — as guaranteed revenues at the start of each fiscal year. More and more such schemes came into play as Walter Forbes and his cronies fell further and further down the slippery slope of fraud. When a new fiscal year began, they would figure out how much money they needed to have made during the last one to slightly outperform Wall Street’s expectations, then fiddle with the books appropriately. Jerry Bowerman of Sierra, in other words, had been onto something when he pointed out to Ken Williams how weirdly consistent CUC’s revenue growth had been for years and years. “That’s categorically impossible,” he had said. “Does not happen.”

Except, that is, in the case of fraud. The scope of the malfeasance was breathtaking, permeating every layer of the company, as later described by the forensic accountant Ron Rimkus.

According to later testimony by the company and the SEC, CUC managers would analyze the difference between actual financial results and the estimates put out by Wall Street analysts at the end of each quarter. They would then target specific aspects of the business to adjust in order to inflate earnings. After determining the best areas to change, the managers would then instruct others in the company hierarchy to adjust the various accounts — thus creating a false income statement and balance sheet. Their methods included under-funding reserves, accelerating recognition of revenues, deferring expenses, and drawing money from a merger account to boost income. After lower-level managers made the accounting changes to the financials, the cycle would be completed by adjusting the top line of quarterly changes and, subsequently, making back-dated journal entries at the division level to get the general ledger to balance. CUC’s leadership was able to hide the irregularities through misrepresented accounting entries, often moving certain transactions off the books. For a company of this size to maintain two sets of books requires a widespread internal effort to produce the second set of books so the company can present a blend of truth and fiction to the auditor without getting caught.

Eventually, CUC started to run out of internal revenue streams to which it could apply its portfolio of tricks. It was at this point that Walter Forbes began aggressively buying up other companies, among them Sierra On-Line and Davidson and Associates. These transactions were always conducted in stocks, never cash. The fraud that followed depended on the concept of the “merger reserve,” meaning the cash profits and assets that the acquired company brought with it into the new relationship. CUC reported this reserve as operating income for the parent company. In order to keep the hamster wheel spinning, of course, CUC had to keep buying more companies with the funny money it had “earned” from its last round of acquisitions. Underneath his unruffled exterior, Walter Forbes had been paddling as furiously as a duck on a placid pond.

But there had to come an end point, when neither the internal shenanigans nor the acquisitions could could continue to paper over the discrepancy between the money CUC said it was making and the money it was really making. This limit point was looming by 1997. And this was what had set Walter Forbes down at a table with Henry Silverman, to negotiate a merger on a whole different scale from the acquisitions he had carried out to date. That said, it’s hard to identify what his real endgame in all of this actually was. He had to know that the fraud would come to light soon after the merger was consummated, and even he could hardly have been delusional enough to believe that Silverman would be willing and able to cover it up and let bygones be bygones. We can only conclude that chicanery had become such a way of life that the deal was worth it to him just to keep the wheel spinning for a few more months. When you get down to it, everything he and his people had done before negotiating the merger had been equally short-term. It was just a question of surviving and continuing to play the rich and successful businessman for today. Tomorrow could be dealt with when it came.

For once, even Henry Silverman was rendered speechless when he was told all of this about the man to whom he had shackled himself. After he picked his jaw up off the floor of his office, his analytical mind went to work. He knew right away that there could be no attempt to hide, minimize, or excuse this fraud; to do so would be to run the risk that the legal authorities would suspect that he and his people were also complicit in it in one way or another. The only way to save Cendant, and with it his own reputation, was to get out in front of the scandal before it broke on its own. He prepared a press release, to be sent out just after the markets closed on that very day. It spoke vaguely of “accounting irregularities” that had been perpetrated by “certain members of the former CUC management,” then announced matter-of-factly that the latter company’s earnings for 1997 would have to be adjusted — reduced, that is — by $165 million immediately, with more such adjustments very likely to come later. Having fired off this bombshell, Henry Silverman went home to get a good night’s sleep, knowing the storm that would break over his head when the next day’s trading began.

The tempest was as violent as he had anticipated, if not worse. Almost 110 million Cendant shares were traded that day, setting a Wall Street record. The stock price plunged from $36 to $19, reducing the company’s market cap by $14 billion. The first three shareholder lawsuits had already been filed before the trading day was over. In the weeks that followed, Cendant adjusted the figure of $165 million to $260 million in missing revenue for 1997 alone, with yet more years full of “irregularities” still craving investigation. Within six months, the stock price would be down to $9, the shareholder lawsuits numbering more than 70.

With characteristic brazenness, Walter Forbes contended that he had known nothing of the fraud committed on his watch — a claim of innocence that was, even if believed, as damning in its way as a confession, what with the degree of incompetence and negligence it would have to reveal. Nevertheless, forgetting what had been discussed in that Manhattan hotel suite on April 1, he fought to stay on as the current chairman of the board and the CEO in waiting of Cendant. He urged stonewalling opacity to the rest of the board as an alternative to Silverman’s strategy of transparency. The ruthless Wall Street money man thus found himself cast in the unwonted role of Cendant’s voice of conscience. “To urge me, as you seem to do, to not properly portray accurate information about our businesses,” wrote Silverman to Forbes in a letter (“I had difficulty looking at him” face to face, he admits), “appears to be of similar ilk to the conduct that brought us to this situation. I will not do that.”

Silverman didn’t manage to force Forbes out once and for all until July of 1998. When Forbes did leave, he took with him ten members of his board (good riddance, thought Silverman!) and a $47.5 million severance check. Whatever the long-term future held for Walter Forbes, he would have no problem continuing to enjoy his current lifestyle for the time being.

While Forbes was doing so, Henry Silverman rolled up his sleeves and set to work repairing the damage the disastrous merger had done to his own, legitimately profitable company. It was a daunting task, but it would prove not to be an impossible one. Hewing still to his strategy of powering through the heart of scandal so as to put it behind him as quickly as possible, Silverman agreed to shell out $2.83 billion in December of 1999 to settle the various shareholder lawsuits. The fact that Cendant, the name now associated with the biggest accounting scandal in American business history, was almost unknown to the American public in any other context, being hidden behind a welter of other brand names that they did know well, was an immeasurable aid to its survival; few consumers made any mental connection to the scandal when they booked a room at a Days Inn or rented a car from Avis. Indeed, most of those rental-car, hotel, and real-estate franchises which Cendant administered were still doing pretty darn well out there in the real world. For all of its difficulties, then, Cendant still had real money coming in, enough to offset the missing funny money of CUC over the long arc of time. It would survive and even expand its franchising reach well into the new millennium. In 2005, it voluntarily broke itself up into four separate companies to better service its increasingly diverse portfolio of brands. Henry Silverman, the first, last, and only CEO of Cendant, walked away from that culmination of fifteen years of work with a cool $250 million. Seen from this perspective, the CUC merger seemed like little more than a bump in the road.

As for Walter Forbes: the pace of criminal law for white-collar offenders like him is regrettably slow in the United States, but, in some cases at least, some form of justice is served in the end. After eight years of legal wrangling, he was convicted of conspiracy to defraud and two counts of submitting false reports to the Securities and Exchange Commission in October of 2006. (E. Kirk Shelton had been found guilty of a similar collection of charges a year earlier.) Forbes was sentenced to twelve years in prison and $3.28 billion in fines and restitution — fines which, needless to say, nobody expected him to ever be able to pay. By the time he was released from prison in July of 2018, the financial scandal that had made him and CUC infamous for a while had been all but forgotten, eclipsed by even bigger ones like the collapse of Enron and the machinations of Bernie Madoff. As far as I know, he is still alive today. If you asked the current 82-year-old Walter Forbes about his history, and if he happened to be in an honest mood when you did so, perhaps he would tell you that his halcyon decades as a jet-setting titan of industry were worth the twelve years of his life he had had to spend in prison to pay for them. He booked his revenue well ahead of his debt to society, just the way CUC always did it.



The infamous merger between CUC and HFS was actually a brilliant stroke of luck for the former Sierra On-line. For if that deal hadn’t gone through, CUC would almost certainly have crashed and burned at some point during late 1997 or early 1998, with no Henry Silverman to hand to clean up the mess. Blizzard Entertainment was doing so well by then that someone would probably have found a way to scoop it out of the wreckage, but Sierra, which could boast of no similar run of recent hits — Ken Williams’s parting gift to his old company of Half-Life wouldn’t be released until November of 1998 — might very well have been permanently buried under the rubble.

As it was, Silverman had no long-term interest in maintaining the software arm of Cendant. For him, games studios and publishers were a distraction from Cendant’s core business, to be unloaded as quickly as possible. To accomplish this, he replaced the rather clueless Chris McLeod — yet another legacy of Walter Forbes whom he couldn’t be rid of fast enough — with a well-respected games-industry executive named David Grenewetzki, whose last job had been with the publisher Accolade. While Blizzard was obviously doing just fine as it was, Grenewetzki’s brief when it came to Sierra and the rest of the software arm was to trim the fat, to finish and ship whatever was reasonably far along and worth the effort, and to cancel whatever was not, all in order to make this superfluous part of Cendant look as attractive as possible to potential buyers. If he did a good enough job that a buyer wanted to keep him on afterward, more power to him.

By this point, King’s Quest: Mask of Eternity had been dawdling along without any firm sense of direction for some eighteen months. Grenewetzki ordered Roberta Williams, Mark Siebert, and the rest of their unruly crew to kick it into gear and get the game done in time for Christmas, assigning them a new set of minders to settle their disputes and make sure they met their milestones. These were effective enough: the game shipped on November 24, 1998. Roberta Williams was largely missing in action during the last few months, choosing to join her husband on a vacation to France while the rest of the team was crunching.

Playing the game today puts me in mind of Douglas Adams’s description of an aye-aye lemur: “a very strange-looking creature that seems to have been assembled from bits of other animals.” Or perhaps the old joke about a camel being a horse that was designed by a committee is more apropos. Collaboration, feedback, and testing are of incalculable importance in any kind of game development, mind you; in fact, I would argue that one of the biggest problems with virtually all of Roberta Williams’s earlier games was that she didn’t engage in enough of these things. Yet a game also needs to have a firm sense of its own identity, which usually translates into having a decisive final arbiter in charge of it. Mask of Eternity all too clearly didn’t have that; neither Roberta nor anyone else was allowed to fill that role. In the absence of an empowered lead designer, Mask of Eternity became a game of bits, a collection of disparate parts that clash more often than they gel.

This strange-looking digital creature that was assembled from bits of other popular games sports the acrobatic challenges of Tomb Raider, the ultra-violent action of DOOM and Quake, the CRPG-lite trappings of Diablo, and even from time to time the puzzle-solving of a traditional King’s Quest, all of it implemented more or less badly. The floating camera is an especial pain, requiring constant fiddly adjustments that break up whatever sense of flow the rest of the game permits you to establish. The writing veers all over the place, from Roberta Williams’s trademark fairy-tale whimsy to adolescent gross-out humor that wouldn’t have felt out of place in Duke Nukem 3D. The dialog is delivered for some reason in a pseudo-Shakespearian diction, all “thee” and “thou” and “by your leave, milady,” read by dulcet-toned British voice actors who clearly have no idea what the characters they’re playing are on about and don’t much care. The game is very hard to connect with King’s Quest at all for long periods, until someone seems suddenly to remember the name on the box and throws in a few gratuitous references to King Graham’s earlier adventures or the history of Castle Daventry. I’m not the best person to wax outraged over all the ways that Mask of Eternity betrays its lineage, given that I’m the farthest thing from a hardcore fan of King’s Quest in general. Yet even I can see why so many gamers who are much more invested in the series than I am consider this, its final official entry prior to a brief-lived and almost equally underwhelming 2015 revival, such an insult to everything that came before.

As is the case with so many such Frankenstein’s monsters, it’s hard to figure out just whom Mask of Eternity was supposed to be for. The series’s usual pool of players — who tended to skew younger and to include more women and girls than was the norm even for the adventure genre in general — would be put off the first time they punched a monster in the face and saw its head fly off in a shower of blood and gore. And yet the demographic that enjoyed more violent and visceral games would be equally put off by the harsh reality that Mask of Eternity just wasn’t a very good action game long before they came across the first convoluted adventure-style puzzle to cement their indifference. You can’t be all things to all people — especially not with all-around execution as poor as this.

If anything, reviewers were kinder to the game than it deserved. Computer Gaming World magazine gave it four out of five stars, whilst admitting that it “required an open mind” and that “the old-school puzzles may frustrate newbies, while the veterans may be annoyed at the jumping and the combat.”[1]Reviewer Thierry Nguyen seemed not to have played any game since the early 1980s. “If you wanted to pull a switch in an earlier game,” he wrote, “you probably would have typed, ‘push box,’ then ‘get on box,’ and finally ‘pull switch.’ Here, you have to literally push the box, jump on top of it, and look up to pull the switch.” What a revelation! The website GameSpot called it “enjoyable” but “occasionally maddening”: “Sierra should be applauded for trying something new, even if its reach somewhat exceeds its grasp.”

But gamers weren’t buying such prevarications, and didn’t buy many copies of Mask of Eternity. Its commercial failure killed the longest-running series in the adventure genre as dead as one of its pixelated goblins. It marked the final nail in the coffin as well of Roberta Williams’s tenure as the “Queen of Adventure Games.” She wouldn’t design another game for a quarter of a century. The times, they were a-changing.


Sierra’s decision to drop the Roman numeral from the eighth King’s Quest game is indicative of the confused, have-your-cake-and-eat-it-too quality of all of its messaging around Mask of Eternity. The logic was that the new generation of gamers Sierra was hoping to attract would be intimidated by its being the eighth game in a series, might even feel they shouldn’t bother with it if they hadn’t played the previous seven. But then, if you are so concerned about reaching these people, why call it a King’s Quest game at all? The only cachet that brand might have held for most of them was the negative cachet of the “kiddie games” their moms or sisters used to play.

Mask of Eternity’s hero Connor looks like he could break Sir Grahame or any of the other protagonists from the first seven King’s Quest games in two without straining his tree-trunk-sized arms.

This level — err, area — is Egyptian-themed. What does this have to do with King’s Quest? Beats me… but Stargate SG-1 was popular on television at the time. Got to tick those boxes…

“Oh, great, another jumping challenge! I love those, especially with these extra clunky controls!” said no player of Mask of Eternity ever.



Did you enjoy this article? If so, please think about pitching in to help me make many more like it. You can pledge any amount you like.


Sources: The books Not All Fairy Tales Have Happy Endings: The Rise and Fall of Sierra On-Line by Ken Williams, Financial Shenanigans: How to Detect Accounting Gimmicks & Fraud in Financial Reports by Howard Schilit, Stay Awhile and Listen, Book II: Heaven, Hell, and Secret Cow Levels by David L. Craddock, Gamers at Work: Stories Behind the Games People Play by Morgan Ramsay, and Last Chance to See by Douglas Adams and Mark Carwardine. Wired of November 1997; New York Times of May 27 1997, July 4 1998, July 5 1998, and June 16 2000; Wall Street Journal of July 29 1998; Fortune of November 1998; Next Generation of June 1997; Sierra’s customer magazine InterAction of Fall 1996, Holiday 1996, and Fall 1997; Computer Gaming World of April 1999.

Online sources include “How Sierra was Captured, Then Killed, by a Massive Accounting Fraud” by Duncan Fyfe at Vice, Ron Rimkus’s analysis of the CUC/Cendant debacle for the CFA Institute, “A Pathological Probe of a Pool of Pervasive Perversion” by Abraham J. Briloff of Baruch College, Forbes’s report of Walter Forbes’s sentencing, and the vintage GameSpot review of King’s Quest: Mask of Eternity.

I also made use of the materials held in the Sierra archive at the Strong Museum of Play.

Where to Get It: King’s Quest: Mask of Eternity is available as a digital purchase at GOG.com, packaged together with the more fondly remembered King’s Quest VII: The Princeless Bride.

Footnotes

Footnotes
1 Reviewer Thierry Nguyen seemed not to have played any game since the early 1980s. “If you wanted to pull a switch in an earlier game,” he wrote, “you probably would have typed, ‘push box,’ then ‘get on box,’ and finally ‘pull switch.’ Here, you have to literally push the box, jump on top of it, and look up to pull the switch.” What a revelation!
 
 

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The End of Sierra as We Knew It, Part 1: The Acquisition

I feel very comfortable working in a company where you can’t touch anything.

— Walter Forbes

At the beginning of 1996, Sierra On-Line was still basking in the success of the previous summer’s Phantasmagoria, the best-selling game it had ever published. With revenues of $158.1 million and profits of $16 million in 1995, the company was bigger and richer than it had ever been. In light of all this, absolutely nobody anticipated the press release that went out from Sierra’s new headquarters in Bellevue, Washington, on February 20. It announced that Sierra would soon “merge with CUC International, Inc., a technology-driven retail and membership-services company that provides access to travel, shopping, auto, dining, home-improvement, financial, and other services to 40 million consumers worldwide. Sierra stockholders will receive 1.225 shares of CUC common stock for each share of Sierra common stock. The transaction is valued at approximately $1.06 billion. The merger is subject to stockholder approval and other customary closing conditions.”

As this bombshell filtered down to the gaming sites that were popping up all over the young Web, and eventually to the laggardly print magazines, one question was first on the lips of every gamer who read about it. Just who or what was this CUC International anyway? Or, to frame the question differently: if CUC was such a big wheel, why had no one ever heard of it, and why did CUC itself seem to have such a hard time explaining what it actually did?

Time would show the answers to both of those questions to be more complicated and fraught than anyone could have expected. Still, it was clear from the outset that the path to understanding must pass through CUC’s CEO, a sprightly, dapper-looking man of business named Walter Forbes. This particular Forbes was not a member of the wealthy family who owned and operated Forbes magazine, one of the business and investment world’s primary journals of record. That fact notwithstanding, he had been born into decidedly privileged circumstances, and would certainly not have looked out of place with that other Forbes family at a blue-blood country club. Walter Forbes was a titan of industry straight out of Central Casting, from his artfully arranged salt-and-pepper coiffure to the gleaming Gucci loafers he donned on “casual” days. He was as convincing a figure as has ever walked into a corporate boardroom. In a milieu where looking the part of a General Patton of business was a prerequisite to joining the war for hearts, minds, and wallets, Forbes had the role down pat. With a guy like this at its head, how could CUC be anything but amazing? And how could little Sierra count itself anything but fortunate to become a part of his burgeoning empire?

As Forbes himself told the story to a wide-eyed journalist from Wired magazine in 1997, it had all begun for him back in 1973, when, having recently graduated from Harvard Business School, he was eating dinner one evening with some friends and some of his former professors. Somehow the discussion turned to the future of shopping. “Wouldn’t it be neat if we could bypass stores and send products from the manufacturer to the home, and people would use computers to shop?” Forbes recalled “someone” at the table saying. “Everyone forgot about what we talked about that night. Except me.”

Forbes envisioned a scenario in which brick-and-mortar retailers, those traditional middlemen of the chain of commerce, would be replaced by digital storefronts operated by his own company, which was founded in 1973 under the name of Comp-U-Card. According to his own testimony, he mooted various impractical schemes for priming the e-commerce pump before the technology of telecommunications finally showed signs of catching up with at least some of his aspirations circa 1979, the year that the pre-Web commercial online services The Source and CompuServe made their debut. Now favoring the acronym CUC over the “Comp-U-Card” appellation — needless to say, nobody would rush to embrace that name today; the evolution of language can be a dangerous thing for corporate branders — Forbes took his company public in 1983, with an IPO that came in at $100 million. His business plan at the time, at least as he explained it fourteen years later, rings almost eerily prescient.

Manufacturers would simply send information about their products to [Forbes’s] database company, which would aggregate the data, organize it, and then present it to consumers in an engaging way. When a shopper ordered something, the manufacturer would be notified to ship it directly to the consumer’s home. Since no retailer would be involved, the customer would simply pay the wholesale price, plus shipping charges. The database company would make almost no money on the transactions. Rather, it would make its money by charging the consumer a flat annual membership fee — typically $49 — for access to the data and the chance to buy at such low prices.

Apart from a few details here and there, this is the way that Amazon, the 800-pound gorilla of modern online retail, operates today, right down to the “buyers club” where it makes most of its real money.

But here’s where the waters surrounding Walter Forbes and CUC start to get muddy. (I do hope you packed your diving goggles, because there are a lot of such waters ahead.) For the first ten years after the IPO, CUC actually took very little in the way of concrete steps in pursuit of the proto-Amazonian dream that Forbes had supposedly been nursing since 1973. Instead it administered offline shopping clubs that were marketed via bulk-rate post and telephone cold-calling. This was a sector of the consumer economy that thrived mostly on fine print and the failure of its often elderly customers to do their due diligence, being just one step removed from timeshares on the continuum of shady business models that never turn out to deliver quite what their customers think they are getting; in fact, timeshares soon became a part of CUC’s portfolio too. CUC sold its shopping clubs and other services as turnkey packages that could be purchased and branded by other corporations, thus partially explaining why so few people had ever heard of the company even fourteen years after its IPO. It wasn’t above using guile to retain customers, such as quietly signing them up for automatic recurring billing plans — charges that, it hoped, some portion of its customers who thought they were just making a one-time payment would fail to notice on their credit-card statements. Even the fawning profile in Wired had to acknowledge how close to the ethical edge CUC was prepared to fly.

If a customer takes the trouble to call and quit, the CUC telephone operator goes into what any football fan would recognize as a prevent defense. The operator frantically starts explaining the value of the service, then often sacrifices a $20 coupon or check as a bribe to stick around. They will give up ground, but [will] do anything to keep you from reaching that goal line.

As late as the year that CUC acquired Sierra On-Line, it was the offline shopping clubs that were still the heart of its revenue stream, the subject that its annual report for the year chose to open with and to return to again and again.

CUC International is a leading technology-driven, membership-based consumer services company, providing approximately 66.3 million members with access to a variety of goods and services. The Company provides these services as individual, wholesale, or discount program memberships. These memberships include such components as shopping, travel, auto, dining, home improvement, lifestyle, vacation-exchange [i.e., timeshares], credit-card and checking-account enhancement packages, financial products and discount programs. The Company also administers insurance-package programs which are generally combined with discount shopping and travel for credit-union members, distributes welcoming packages which provide new homeowners with discounts for local merchants, and provides travelers with value-added tax refunds. The Company believes it is the leading provider of membership-based consumer services of these types in the United States.

The Company solicits members for many of its programs by direct marketing and by using a direct sales force calling on financial institutions, fund-raising charitable institutions and associations…

The Company offers Shoppers Advantage, Travelers Advantage, AutoVantage, Dinner on Us Club, PrivacyGuard, Buyers Advantage, Credit Card Guardian, and other membership services. These benefits are offered as individual memberships, as components of wholesale membership enhancement packages and insurance products, and as components of discount-program memberships. For the fiscal year ended January 31, 1997, approximately 536 million solicitation pieces were mailed, followed up by approximately 70 million telephone calls.

Walter Forbes’s digital aspirations that got Wired so hot and bothered are mentioned only in passing in the report: “Some of the Company’s individual memberships are available online to interactive computer users via major online services and the Internet’s World Wide Web.”

Forbes first became associated with Sierra in 1991, when he agreed to join the company’s board. Ken Williams, Sierra’s co-founder and CEO, considered this a major coup, a sign that his little publisher of computer games was really going places in this new decade of multimedia and cyber-everything. He was excited even though, as he admits in his recent memoir, he “never completely understood Walter’s business. To this day, I can’t completely tell you what it was. There were components of it that made sense — for instance, they owned a company called RCI that facilitated timeshare swapping. They also operated a series of discount shopping clubs, where customers would pay an annual subscription fee, allowing them to buy products at near-wholesale prices. Whatever it was, they were certainly doing something right. They had $2 billion in revenue and over $200 million in profit.”

The voice of Forbes whispering in Ken Williams’s ear was a hidden motivator behind the spate of acquisitions that the latter pursued during the first half of the 1990s, which saw the American educational-software developer Bright Star, the French adventure-games maker Coktel Visions, the British strategy house Impressions, and the American sim specialists Papyrus and subLOGIC all entering the Sierra tent. Having thus hunted down and captured so much smaller prey with Forbes at his side, Williams perhaps shouldn’t have been surprised when his trusted advisor started eying his own company with a hungry look. Nevertheless, when Forbes broached the subject with Ken’s wife Roberta Williams, the designer of Sierra’s flagship King’s Quest series as well as Phantasmagoria and many other adventure and children’s games, she at least was taken aback.

“Have you and Ken ever thought about selling Sierra?” he asked her out of the blue one day in the lobby of the Paris hotel where they happened to be attending a board-of-directors meeting. (An insatiable connoisseur of French food and wine, Forbes had had enough sway with Ken to convince him to hold the meeting at this distant and expensive location.)

“No,” Roberta answered shortly. “We’re not interested.”

“But if you ever were, what sort of price would you be looking at?”

“A lot,” Roberta replied, then walked away as quickly as decorum allowed. She had the discomfiting feeling that Forbes was a predator probing for a flock’s weak link, and she was determined that it wouldn’t be her.

But when Forbes brought the subject up in a more formal way, at another Sierra board meeting closer to home on February 2, 1996, Roberta’s husband proved far more receptive than she had been.

The only detailed insider account of what happened next and why is the one written by Ken Williams. Needless to say, this must raise automatic red flags for any historian worth his salt. And yet his memoir does appear to be about as even-handed as anyone could possibly expect under the circumstances. To his credit, he owns up to many of his own mistakes with no hesitation whatsoever. While we would be foolish to take his account as the unvarnished gospel truth, he doesn’t strike me as a completely unreliable witness by any means. I think we can afford to take much if not all of what he writes at face value as we ask ourselves what led him to the most monumental decision of his life, excepting only the decision to found Sierra in the first place all the way back in 1980.

To begin with, Williams admits forthrightly that he was quite simply tired at this juncture of his life, and that his sense of exhaustion made the prospect of selling out and taking a step back more appealing than it might have been just a few years earlier. His fatigue is eminently understandable: Sierra had consumed almost his every waking hour for over fifteen years by this point. He tells us that people had been telling him for ages that he “needed to delegate more, but it just wasn’t in my personality to do so.” More and more as the games got more expensive and the stakes for every new release higher, Williams had felt forced to play the role of the corporate heavy.

My visits to Sierra’s development teams were occasionally liked, but not very often. Left to their own devices, the teams would agonize over the games forever. Asking an artist to compromise quality in order to bring the art in on budget is not a win-win for either of us, but it’s something I had to do every day. Shutting down projects, ruining dreams, staring endlessly at spreadsheets, riding on airplanes. That was my life.

Sierra had become rather notorious these last few years for shipping games before they were ready. At the end of the day, the decision to do so was Ken Williams’s, but he often believed he had no real choice in the matter at all. For Sierra was now a publicly traded company, and he felt it couldn’t afford the hit to the stock price that would result from not having Game X on the shelves in time for some given Christmas shopping season. Now, the skeptical reader might argue that there were surely ways to improve internal processes such that games weren’t continually falling behind schedule, going over budget, and winding up caught in the “ship it now or die” trap — and such a reader would be absolutely right. But that doesn’t change the state of play on the ground from the perspective of Ken Williams, who was not a good delegater and seemed to lack the turn of mind that was required to implement more rigorous methodologies of game development. This situation being what it was, he hoped that the (apparently) deep pockets of CUC would insulate Sierra somewhat from the vagaries of stock prices and holiday seasons, would give him more leeway to grant a promising game the six more months in the oven it needed to become a great one.

In addition to all of the above, Williams leans heavily on his “fiduciary duty” to his shareholders to explain why he was so willing and even eager to embrace Forbes’s offer. As CEO, he says, he was obliged to maximize his shareholders’ return on their investment, regardless of his personal feelings: “To state it simply, the decision wasn’t mine to make. I had a responsibility to the company’s true owners.” Alas, it’s here that I do have to part ways somewhat with the idea of Ken Williams as a completely reliable witness; this statement does begin to veer into self-serving territory.

The majority of Sierra’s shareholders were of the passive stripe, who had little understanding of the company’s business and were thus very ready to listen when the CEO who had just delivered a record profit told them what he thought they ought to do. And Ken Williams made it abundantly clear to these shareholders that he thought they ought to take the deal.

Yet he did so over the objections of virtually everyone he talked to who did understand Sierra’s business reasonably well. His board of directors was unanimous in its opposition, with the exception only of the member named Walter Forbes. Mike Brochu, Sierra’s hard-nosed president and chief operating officer, who was in many ways the architect of the company’s last couple of years of solid growth and profitability, saw no reason for it to surrender its independence now, just when things were going so swimmingly for it.

Likewise, Jerry Bowerman, a former investment banker who was now vice president for product development, says today that he “pleaded” with Williams to at the very least take a longer, harder look at Forbes and his “company that sells coupons” than he had shown any interest in doing prior to this point; something about CUC, Bowerman says, “made [the] hair stand up on the back of my neck.” In particular, he saw a communist convention worth of red flags in CUC’s habit of just beating its earnings expectations on Wall Street every single quarter: “That’s categorically impossible. Does not happen.” But somehow with CUC it did. “He has a fiduciary responsibility, and the board has a fiduciary responsibility, to take the offer seriously,” acknowledges Bowerman. “What [Williams] never did do was, like, hire an investment bank to say, is this actually a fair offer?”

Even Ken’s own wife Roberta was dead-set against the acquisition: “When Walter asked me, did we ever think of selling the company, and I said no, I meant it. I always had a little bit of intuition about Walter. Not that he was a crook or anything like that. Just… take him with a grain of salt.”

Ken Williams normally listened to his wife. As lots of people knew then and will happily tell you today, Roberta was often the final arbiter of what did and didn’t happen at Sierra, in discussions that took place around the Williams family dinner table long after the lights in the boardroom and executive suites had been extinguished. In this case, however, he ignored her advice, as he did that of so many of his professional colleagues. Instead of taking Walter Forbes with a grain of salt, he took his deal — signed on the dotted line, with no questions asked, selling the company that had been his life’s work to another one whose business model and revenue streams were almost entirely opaque to him.

Doing so was without a doubt the worst decision Ken Williams ever made in his business career, but it wasn’t totally out of character for the man. There’s a theory in pop psychology that every alpha male is really looking to become the beta to an even bigger cock-of-the-walk. Be that as it may, Ken Williams — this man’s man who had the chutzpah to imagine becoming a transformative mogul of mass media, a Walt Disney-like figure — could be weirdly quick to fall under the sway of other men who seemed to embody the same qualities he cherished in himself. Sometimes that worked out okay, as when he met the furloughed police officer Jim Walls through his hairdresser and asked that man who knew nothing of computers or the games they played to join Sierra as a game designer. The three Police Quest games that resulted were… well, it’s hard to really call them good in any fundamental sense, but they were good enough for the times, whilst being fresh and unique in their subject matter when compared with all those other adventure games about dragons and spaceships. At other junctures, however, Williams’s gut instinct led him badly astray, as when he asked the police brutalist Daryl F. Gates to replace Walls as the personality behind Police Quest, a decision which appalled and outraged most of his own employees and left a stain on Sierra’s legacy that can never be fully expunged.

Just as the aforementioned two men walked and talked the part of the hard-edged, no-nonsense cop in a way that profoundly impressed Ken Williams, Walter Forbes was the very picture of the suave and sophisticated financier, making monumental deals next to a crackling fire in his elegant parlor, a glass of Chianti in hand, before rushing off to Europe in his private jet to take in an opera. For Ken, a working-class striver without any university degree to his name, much less one from Harvard, the idea that a man like this would be so interested in him and his company must have been a very alluring one indeed.

Had Ken Williams followed the advice of Jerry Bowerman and dug a little deeper into Walter Forbes and CUC, he might have learned some things to give him pause. He might have discovered, for example, that Forbes hadn’t founded CUC himself to pursue his grand vision of e-commerce, as the interview in Wired implies; he had rather bought himself a seat on an existing company’s board with a cash investment from his familial store of same, then fomented from that perch a revolt that led to the real founder being defenestrated and Forbes himself taking his place. If nothing else, this did cast Forbes’s willingness to join Sierra’s board and his early chat with Roberta Williams on the subject of an acquisition, as if he was nosing around for a weak link, in rather a different light.

Of course, there’s been an elephant in the room through all of the foregoing paragraphs, one which we can no longer continue to ignore. Once more to his credit, Ken Williams doesn’t fail to mention the elephant in his book: “Personally speaking, it would be a nice payday.”

Ken Williams had grown up with just one dream. It wasn’t to make great games or to revolutionize entertainment or even to become the next Walt Disney, although all of those things were eventually folded into it as the means to an end. It was to become rich — nothing more, nothing less. “Somewhere along the way, I developed an aggressive personality,” he writes of his boyhood and adolescence. “All that I could think about was becoming rich. Note that I said ‘rich,’ not ’employed’ or ‘successful.’ Amongst the few memories I have from that time is the constant thought of wanting to live a different life than the one I grew up in. I read books about business executives who owned yachts and jets, and who hung out with beautiful models in fancy mansions. I knew that was my future and I couldn’t wait to claim it.”

By most people’s standards, Ken and Roberta Williams were rich by the mid-1990s. But most of their wealth was illiquid, being bound up in their company — an arrangement which entailed duties and obligations that were becoming, for Ken at least, increasingly onerous. “It seemed like everyone associated with Sierra except me was having fun,” he says.

I just wrote that the decision to sell to Walter Forbes was the worst business decision Ken Williams ever made. Ironically, though, it was his best decision ever in terms of his private finances. For he sold Sierra when the “Siliwood” craze of which he had been the industry’s most outspoken and articulate proponent — that peculiar melding of computer games with Hollywood movies, complete with live actors and unabashedly cinematic audiovisual aesthetics — was at its absolute zenith; he sold when Phantasmagoria, the latest poster child for the trend, had just become Sierra’s best-selling game ever. The remainder of 1996 — a year which produced no more Siliwood hits on the scale of Phantasmagoria, from Sierra or anyone else — would show that there was only one way forward for “interactive movies” from here, and that way was down. They were doomed to be replaced by a very different vision of gaming’s future, emphasizing visceral action, emergent behavior, and player empowerment over the elaborate set-piece storytelling that had been Sierra’s bread and butter for so long.

Over the last few decades, signing Walter Forbes’s contract has allowed Ken and Roberta Williams to enjoy that enviable lifestyle that is the preserve of the ultra-wealthy alone, with multiple homes in multiple countries and a boat in which they have cruised around the world several times. Mind you, I don’t say that such a lifestyle was foremost on Ken Williams’s mind when he made the decision to sell; on the contrary, he had every expectation at the time of continuing to manage Sierra for the foreseeable future. I merely say — as if it needs to be said yet again! — that life is seldom black and white.

But we’ve belabored these points enough: Ken secured the preliminary approval of Sierra’s shareholders, signed on the dotted line on their behalf, sent out the press release, then secured their final approval to complete the transaction a few months later. On the face of it, it was indeed a great deal for them: they got to trade in their Sierra stock for 22 percent more shares in CUC, a far bigger, even faster-growing company.

Once all that was behind them, Walter Forbes and Ken Williams and all of their closest associates flew off to Paris in Forbes’s jet to celebrate the acquisition. Some members of the entourage were happier than others. At an expensive Parisian restaurant, Forbes ordered a $5000 bottle of wine, saying it was on him. “I [found] out after the fact, digging around in the accounting system, that he’d expensed it,” says Jerry Bowerman. “So he was just a liar. Just a very fat liar.”



Amazingly, Sierra On-Line wasn’t the only software publisher that Walter Forbes and CUC agreed to purchased during February of 1996. In a way, the other major acquisition turned out to be even more of a plum prize than this one. It was a publisher and distributor of educational software and games called Davidson and Associates. If that name fails to set any bells a-ringing, know that Davidson was itself the proud owner of Blizzard Entertainment, whose Warcraft 2Diablo, and Starcraft, combined with its innovative Battle.net service for online multiplayer play, would make it the hottest brand in gaming over the course of the next few years, a veritable way of life for millions of (mostly) young men. CUC, this company nobody had ever heard of, was suddenly in possession of a gaming empire with few peers.

But for Ken Williams, the time to come would be filled with far less pleasant surprises than the meteoric ascent of Blizzard. After the acquisitions of Sierra and Davidson were finalized in June of 1996, it slowly and agonizingly dawned on him that he had made a terrible mistake. He learned that Walter Forbes had given the exact same promise of ultimate superiority in the new software arm of CUC to both him and Bob Davidson, the co-founder of Davidson and Associates. Forbes obviously couldn’t honor his promise to both men. Worse, it soon became clear that he favored Davidson whenever push came to shove. Davidson’s people took over most of the marketing and distribution of Sierra’s games, with Williams’s own people being sidelined or laid off. Williams chafed at his newfound beta status, and feuded bitterly if futilely with his de-facto superior. When Sierra failed to come up with another hit to rival Phantasmagoria’s sales in 1996 — a failure which further reduced his standing in the conglomerate as a whole, what with the numbers Blizzard was shifting — he blamed it on Davidson’s logistics and marketing.

Yet he did manage to do Sierra and CUC one great service that year, despite the constraints that were being laid upon him. Late in 1996, he agreed to hear a pitch from a new studio called Valve Corporation, founded by a couple of former Microsoft employees who had never made a game before and who were therefore having trouble gaining inroads with the other major publishers. With his background in adventure games, Williams was intrigued by Valve’s proposal for Half-Life, a first-person shooter which, so he was told, would place an unusual emphasis on its story. Even when setting that element of the equation aside, Williams knew all too well that Sierra really, really needed to become a player in the shooter space if it was to survive the popping of the Siliwood bubble. Listening to his gut, he signed Valve to a publishing contract. Well after he left Sierra, Half-Life would become by most metrics the most successful single shooter in history, by a literal order of magnitude the best-selling game that Ken Williams was ever involved with. The landscape of gaming might look vastly different today had he not made that deal; Steam, for instance, was able to come to be only thanks to Half-Life’s publication and success. Not all of Ken Williams’s gut decisions were bad ones. Far from it.

Half-Life aside, though, life under the new regime had little to offer him beyond constraints and warning signs. One of the other perks he had been promised, and that in this case was delivered, was a seat on CUC’s board. His first board meeting only reinforced his sense of the cloud of obscurity hanging around CUC’s operations. He realized that he wasn’t the only person sitting at the table who didn’t entirely understand what the company they were all supposed to be overseeing actually did. The other board members, however, didn’t much seem to care. As long as the stock price kept climbing, they were happy to leave it all in the evidently capable hands of Walter Forbes. Ken Williams:

By the end of the first hour, we had covered everyone’s golf scores and favorite wines. I was not a golfer and was left out of the discussion. I avoided the game, and was disappointed that these pillars of the business world thought it was important enough to disrupt a board meeting. We finally sat at the table, and vacations were discussed. Walter was asked at some point, “How’s business?” He answered that all was good, followed by hardly anything more. I was waiting patiently for the lights to dim and the projector to light up. It never happened. Instead we were back to conversations having nothing to do with CUC. And then the meeting ended.

Feeling out of place among the old-money scions gathered around tables such as this one, tired of having his decisions in the software space countermanded by Bob Davidson, Williams started casting about for someplace else within CUC where he could rule the roost as he had once done at Sierra. He dove deep into another recently acquired company, the e-commerce facilitator NetMarket, which had scored a prominent write-up in The New York Times two years earlier for enabling the first encrypted credit-card transaction — for a Sting CD — ever to take place on the Internet. Yet he was never quite sure of his ground there, and never felt that NetMarket was much of a priority for Forbes — a strange thing in itself, given the way the latter was always rattling on about e-commerce in interviews. Williams had become an executive without a clear role or any clearly delineated scope of authority. It was not a comfortable situation for a man of his personality and predilections.

It might therefore have seemed like good news when Bob Davidson abruptly quit in January of 1997. And yet the circumstances of his resignation were just odd enough that it was hard for even his primary internal rival to feel too sanguine about it. Davidson had had a dream job, running a software empire that had just shipped Blizzard’s Diablo to a rapturous reception. Why had he thrown it away? Williams heard through the grapevine that Davidson had come to Forbes with an ultimatum, demanding that the software arm be spun out from the CUC mother ship to become its own company as the condition of his staying on there. Why had he been so strident about this? Had he discovered something that other people hadn’t? It was almost as if he felt he had to protect the software business from whatever was coming for the rest of the company.

As it happened, Williams was never offered Davidson’s job anyway. It was given instead to one Chris McLeod, a “member of the office of the president and executive vice-president” of CUC with no background in technology, software, or gaming, although he did sport a rather impressive golf handicap.

In May of 1997, Walter Forbes announced his latest deal. CUC was to merge with another company that nobody other than Wall Street investment bankers had ever heard of, one that went by another anonymous-sounding three-letter acronym. But it turned out that HFS (“Hospitality Franchise Systems”) owned a considerable number of brands that actually were household names: Avis Rental Cars, the real-estate chains Century 21, ERA, and Coldwell Banker, and the hotel chains Days Inn, Ramada, Super 8, Howard Johnson’s, and Travelodge. The New York Times diplomatically described CUC, by contrast, as “a powerful but less known force in telemarketing, home-shopping clubs, and travel information.” HFS was far too big for CUC to gobble up like it had Sierra On-Line and Davidson and Associates. This was to be a “merger of equals.”

HFS had been founded in 1990 by an infamously ruthless, hard-charging Wall Street money man named Henry Silverman, who had grown tired of playing “second banana” to the moguls and investors he stood in between. His business plan was deceptively simple: HFS bought brands, then rented them out to others under the franchising model. Said model allowed the company to accrue most of the benefits of running a chain of real-estate firms or rental-car offices or hotels without getting bogged down in most of the responsibilities. Anyone who wished to open a branch of one of these businesses could apply to HFS for a license to use one of its brands. If approved, they would pay a lump sum up-front, followed by ongoing “subscription” fees. In return for their money, they would receive, in addition to the brand itself, guidance on best practices and access to proprietary computer systems. On the stick side of the ledger, they would also need to pass regular inspections, to assure that they didn’t dilute the cachet of the brand they leased. It would be an overstatement to claim that administering such a franchising system was trivial for HFS, but it was much less financially and logistically fraught than actually owning and running thousands of properties all over the country. The Wall Street portfolio managers who had so recently been Silverman’s colleagues ate it up. And why shouldn’t they? An investor who got in on the ground floor with HFS in 1992, when it first went public, would have gotten her money back twenty-fold by the time of the merger with CUC.

HFS was a larger company than CUC in 1997, with a more transparent and more obviously sustainable business model. Although both stock prices were overvalued by any objective measure, sporting fairly outrageous price-to-earnings ratios, you could go out into Main Street, USA, and see the sources of HFS’s revenues right there in bricks and mortar. This was not true of CUC.

Given this reality, those who knew Henry Silverman well would continue to ask themselves for years to come why he had wanted to make this deal in the first place, and why he had failed to look harder into CUC’s business before consummating it. For Silverman, unlike Ken Williams, was not in the habit of letting the gravitational pull of charm, power, and ostentatious displays of wealth trump sober-minded judgment. On the contrary, Silverman was a numbers guy to the core, a classic cold fish who seemed immune to personal charisma when he considered his potential business partners. And yet he allowed Walter Forbes to reel him in almost as easily as Ken Williams had. The player got played: “A master deal-maker bought a pig in a poke,” as Fortune magazine would be writing in the not-too-distant future.

Still, the terms of this deal quite clearly left Silverman rather than Forbes in the catbird seat. The merger agreement stipulated that Silverman would be the CEO of the conjoined venture and Forbes only the chairman of the board until January 1, 2000, after which date the two would swap roles. They would then continue to trade places, in two-year cycles, for as long as they both wanted to keep at it. That said, many of those who knew Henry Silverman best suspected that he never intended to relinquish the position of CEO, that he would find some way to freeze Forbes out when the time came to trade places. In the end, though — and as we’ll see in my next article — other developments would make all of that a moot point. In the meanwhile, Wall Street was all-in; one investment analyst said that it would take “mismanagement for this deal not to work.” She had no idea what a soothsayer she was…

Any merger as big as this one, valued at $14 billion, takes some time to effectuate. It wouldn’t go through until the very end of 1997, by which point Ken Williams would be gone from CUC and from Sierra.

In August of 1997 — “one miserable year after Sierra’s acquisition had been completed,” as he puts it — Williams decided that he had had enough. A proud man, he felt disrespected, even “humiliated,” at that month’s board meeting, where his proposals and all of his attempts to steer the conversation around to actual matters of business had not gone down well. As soon as the meeting adjourned, he sat down at the computer in his office and typed out a letter of resignation. Walter Forbes, this fellow whom Williams had once thought he shared a special bond with as a fellow dynamic man of business, accepted the letter without much comment or expression of regret. It took some time to finalize Williams’s departure with Human Resources, but it was agreed in the end that his last day would be November 1.

So, Ken Williams’s association with Sierra On-Line, the company he had founded and built from the ground up over almost eighteen years, officially ended on November 1, 1997. There was no public or private fanfare — no going-away party, no line of colleagues awaiting a last handshake. Nothing like that. “I just packed my stuff and went home,” he says. Both coincidentally and not so coincidentally, Mike Brochu and Jerry Bowerman, Williams’s right-hand men who had argued so fruitlessly against the acquisition, likewise decided they had had enough at around the same time. This left Sierra as little more than another of Henry Silverman’s brands, in the hands of people who had bought their way into it rather than growing it from the grass roots. They would deign to fund and release a few more games that played in the old Sierra’s worlds, would even employ a few of the old designers to make them. Nevertheless, one can make a compelling argument that the main story of the Sierra that is still so fondly remembered by adventure-game fans today ended on that November 1, 1997, when Ken Williams walked out of his office for the last time, with no one even bothering to tell him goodbye. What followed — and will follow, in the next two articles of this series — was merely the epilogue, or perhaps the hangover; you can pick your own metaphor.

It beggars belief that something so huge — something that touched the lives of so many people who worked for Sierra or played the many, many games of its golden years — could end so anticlimactically, with one unremarkable-looking 43-year-old office worker quietly switching off his computer and driving home. But such is life in the real world. Concluding whimpers are more common than bangs.



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Sources: The books Not All Fairy Tales Have Happy Endings: The Rise and Fall of Sierra On-Line by Ken Williams, Financial Shenanigans: How to Detect Accounting Gimmicks & Fraud in Financial Reports by Howard Schilit, Stay Awhile and Listen, Book II: Heaven, Hell, and Secret Cow Levels by David L. Craddock, and Gamers at Work: Stories Behind the Games People Play by Morgan Ramsay. Wired of November 1997; Los Angeles Times of February 21 1996; New York Times of August 12 1994 and May 27 1997; Wall Street Journal of July 29 1998; Fortune of November 1998.

I owe a big debt to Duncan Fyfe, whose 2020 article on this subject for Vice is a goldmine of direct quotations and inside information. I also made use of CUC’s last annual report before the merger with HFS, and of the materials held in the Sierra archive at the Strong Museum of Play.

 

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The CRPG Renaissance, Part 5: Fallout 2 and Baldur’s Gate

As we learned in the earlier articles in this series, Interplay celebrated the Christmas of 1997 with two new CRPGs. One of them, the striking post-apocalyptic exercise called Fallout, was greeted with largely rave reviews. The other, of course, was the far less well-received licensed Dungeons & Dragons game called Descent to Undermountain. The company intended to repeat the pattern in 1998, with another Fallout and another Dungeons & Dragons game. This time, however, the public’s reception of the two efforts would be nearly the polar opposite of last time.


It’s perhaps indicative of the muddled nature of the project that Interplay couldn’t come up with any plot-relevant subtitle for Fallout 2. It’s just another “Post-Nuclear Role-Playing Game.”

Tim Cain claims that he never gave much of a thought to any sequels to Fallout during the three and a half years he spent working on the first game. Brian Fargo, on the other hand, started to think “franchise” as soon as he woke up to Fallout’s commercial potential circa the summer of 1997. Fallout 2 was added to Interplay’s list of active projects a couple of months before the original game even shipped.

Interplay’s sorry shape as a business made the idea of a quick sequel even more appealing than it might otherwise have been. For it should be possible to do it relatively cheaply; the engine and the core rules were already built. It would just be a matter of generating a new story and design, ones that would reuse as many audiovisual assets as possible.

Yet Fargo was not pleased by the initial design proposals that reached his desk. So, just days after Fallout 1 had shipped, he asked Tim Cain to get together with his principal partners Leonard Boyarsky and Jason Anderson and come up with a proposal of their own for the sequel. The three were dismayed by this request; exhausted as they were by months of crunch on Fallout 1, they had anticipated enjoying a relaxing holiday season, not jumping right back into the fray on Fallout 2. Their proposal reflected their mental exhaustion. It spring-boarded off of a joking aside in the original game’s manual, a satirical advertisement which Jason Anderson had drawn up in an afternoon when he was told by Interplay’s printer that there would be an unsightly blank page in the booklet as matters currently stood. The result was the “Garden of Eden Creation Kit”: “When all clear sounds on your radio, you don’t want to be caught without one!” Elaborating on this thin shred of a premise, the sequel would cast you as a descendant of the star of the first game, sent out into the dangerous wastelands to recover one of these Garden of Eden Kits in lieu of a water chip. This apple did not fall far from the tree.

But as it turned out, that suited Brian Fargo just fine. Within a month of Fallout 1′s release, Cain, Boyarsky, and Anderson had been officially assigned to the Fallout 2 project. None of them was terribly happy about it; what all three of them really wanted were a break, a bonus check, and the chance to work on something else, roughly in that order of priority. In January of 1998, feeling under-appreciated and physically incapable of withstanding the solid ten months of crunch that he knew lay before him, Cain turned in his resignation. Boyarsky and Anderson quit the same day in a show of solidarity. (The three would go on to found Troika Studios, whose games we will be meeting in future articles on this site, God willing and the creek don’t rise.)

Following their exodus, Fallout 2 fell to Feargus Urquhart and the rest of his new Black Isle CRPG division to turn into a finished product. Actually, to use the word “division” is to badly overstate Black Isle’s degree of separation from the rest of Interplay. Black Isle was more a marketing label and a polite fiction than a lived reality; the boundaries between it and the mother ship were, shall we say, rather porous. Employees tended to drift back and forth across the border without anyone much noticing.

This was certainly the case for most of those who worked on Fallout 2, a group which came to encompass about a third of the company at one time or another. Returning to the development approach that had yielded Wasteland a decade earlier, Fargo and Urquhart parceled the game out to whoever they thought might have the time to contribute a piece of it. Designer and writer Chris Avellone, who was drafted onto the Fallout 2 team for a few months while he was supposed to be working on another forthcoming CRPG called Planescape: Torment, has little positive to say about the experience: “I do feel like the heart of the team had gone. And all that was left were a bunch of developers working on different aspects of the game like a big patchwork beast. But there wasn’t a good spine or heart to the game. We were just making content as fast as we could. Fallout 2 was a slapdash product without a lot of oversight.”

Still, the programmers did fix some of what annoyed me about Fallout 1, by cleaning up some of the countless little niggles in the interface. Companions were reworked, such that they now behave more or less as you’d expect: they’re no longer so likely to shoot you in the back, are happy to trade items with you, and don’t force you to kill them just to get around them in narrow spaces. Although the game as a whole still strikes me as more clunky and cumbersome than it needs to be — the turn-based combat system is as molasses-slow as ever — the developers clearly did make an effort to unkink as many bottlenecks as they could in the time they had.

But sadly, Fallout 2 is a case of one step forward, one step back: although it’s a modestly smoother-playing game, it lacks its predecessor’s thematic clarity and unified aesthetic vision. Its world is one of disparate parts, slapped together with no rhyme, reason, or editorial oversight. It wants to be funny — always the last resort of a game that lacks the courage of its fictional convictions — but it doesn’t have any surfeit of true wit to hand. It tries to make up for the deficit the same way as many a game of this era, by transgressing boundaries of taste and throwing out lazy references to other pop culture as a substitute for making up its own jokes. This game is very nerdy male, very adolescent-to-twenty-something, and very late 1990s — so much so that anyone who didn’t live through that period as part of the same clique will have trouble figuring out what it’s on about much of the time. I do understand most of the spaghetti it throws at the walls — lucky me! — but that doesn’t keep me from finding it fairly insufferable.

Fallout 2 shipped in October of 1998, just when it was supposed to. But its reception in the gaming press was noticeably more muted than that of its predecessor. Reviewers found it hard to overlook the bugs and glitches that were everywhere, the inevitable result of its rushed and chaotic development cycle, even as the more discerning among them made note of the jarring change in tone and the lack of overall cohesion to the story and design. The game under-performed expectations commercially as well, spending only one week in the American top ten. In the aftermath, Brian Fargo’s would-be CRPG franchise looked like it had already run its course; no serious plans for a Fallout 3 would be mooted at Interplay for quite some time to come.

Yet Fallout 2 did do Interplay’s other big CRPG for that Christmas an ironic service. When BioWare told Fargo that they would like a couple of extra months to finish Baldur’s Gate up properly, the prospect of another Interplay CRPG on store shelves that October made it easier for him to grant their request. So, instead of taking full advantage of the Christmas buying season, Baldur’s Gate didn’t finally ship until a scant four days before the holiday. Never mind: the decision not to ship it before its time paid dividends that some quantity of ephemeral Christmas sales could never have matched. Plenty of gamers proved ready to hand over their holiday cash and gift cards in the days right after Christmas for the most hotly anticipated Dungeons & Dragons computer game since Pool of RadianceBaldur’s Gate sold 175,000 units before 1998 was over. (Just to put that figure in perspective, this was more copies than Fallout 1 had sold in fifteen months.) Its sales figures would go on to top 1 million units in less than a year, making it the bestselling CRPG to date that wasn’t named Diablo. The cover provided by Fallout 2 helped to ensure that Dr. Muzyka and Dr. Zeschuk would never have to see another patient again.


I’m not someone who places a great deal of sentimental value on physical things. But despite my lack of pack-rattery, some bits of flotsam from my early years have managed to follow me through countless changes of address on both sides of a very big ocean. Playing Baldur’s Gate prompted me to rummage around in the storage room until I came up with one of them. It goes by the name of In Search of Adventure. This rather generically titled little book is, as it says on the front cover, a “campaign adventure” for tabletop Dungeons & Dragons. Note the absence of the “Advanced” prefix; this adventure is for the non-advanced version of the game, the one that was sold in those iconic red and blue boxes that conquered the cafeteria lunch tables of Middle America during the first few years of the 1980s, when TSR dared to dream that their flagship game might become the next Monopoly. If we’re being honest, I always preferred to play this version of the game even after its heyday passed away. It seemed to me more easy-going, more fun-focused, less stuffily, pedantically Gygaxian.

Anyway, the campaign adventure in question came out in 1987, well after my preferred version of Dungeons & Dragons had become the weak sister to its advanced, hardcore sibling — unsurprisingly so, given that pretty much the only people still playing the game by that point were hardcore by definition.

In Search of Adventure is actually a compilation of nine earlier adventure modules that TSR published for beginning-level characters, crammed together into one book with a new stub of a plot to serve as a connecting tissue. I dug it out of storage and have proceeded to talk about it here because it reminds me inordinately of Baldur’s Gate, which works on exactly the same set of principles. There’s an overarching story to it, sure, but it too is mostly just a big grab bag of geography to explore and monsters to fight, in whatever order you prefer. In this sense and many others, it’s defiantly traditionalist. It has more to do with Dungeons & Dragons as it was played around those aforementioned school lunch tables than it does with the avant-garde posturings of TSR’s latter days. As I noted in my last article, the Forgotten Realms in which Baldur’s Gate is set — and in which In Search of Adventure might as well be set, for all that it matters — is so appealing to players precisely because it’s so uninterested in challenging them. The Forgotten Realms is the archetypal place to play Dungeons & Dragons. Likewise, Baldur’s Gate is an archetypal Dungeons & Dragons computer game, the essence of the “a group of adventurers meet in a bar…” school of role-playing. (You really do meet some of your most important companions in Baldur’s Gate in a bar…)

Luke Kristjanson, the BioWare writer responsible for most of the dialog in Baldur’s Gate, says that he never saw the computer game as “a simulation of a fully-realized Medieval world”: “It was a simulation of playing [tabletop] Dungeons & Dragons.” This statement is, I think, the key to understanding where BioWare was coming from and what still makes their game so appealing today, more than a quarter-century on.

Opening with a Nietzsche quote leads one to fear that Baldur’s Gate is going to try to punch way, way above its weight. Thankfully, it gets the pretentiousness out of its system early and settles down to meat-and-potatoes fare. BioWare’s intention was never, says Luke Kristjanson, to make “a serious fantasy for serious people.” Thank God for that!

But here’s the brilliant twist: in order to conjure up the spirit of those cafeteria gatherings of yore, Baldur’s Gate uses every affordance of late-1990s computer technology that it can lay its hands on. It wants to give you that 1980s vibe, but it wants to do it better — more painlessly, more intuitively, more prettily — than any computer of that decade could possibly have managed. Call it neoclassical digital Dungeons & Dragons.

The game begins in a walled cloister known as Candlekeep, which has a bit of a Name of the Rose vibe, being full of monks who have dedicated their lives to gathering and preserving the world’s knowledge. The character you play is an orphan who has grown up in Candlekeep as the ward of a kindly mage named Gorion. This bucolic opening act gives you the opportunity to learn the ropes, via a tutorial and a few simple, low-stakes quests. But soon enough, a fearsome figure in armor shatters the peace of the cloister, killing Gorion and forcing you to take to the road in search of adventure (to coin a phrase). The game does suggest at the outset that you visit a certain tavern where you might find some useful companions, but it never insists that you do this or anything else. Instead you’re allowed to go wherever you want and to do exactly that thing which pleases you most once you get there. When you do achieve milestones in the main plot, whether deliberately or inadvertently, they’re heralded with onscreen chapter breaks which demonstrate that the story is progressing, because of or despite your antics. In this way, the game tries to create a balance between player freedom and the equally bracing sense of being caught up in an epic plot, one in which you will come to play the pivotal role — being, as you eventually learn, the “Chosen One” who has been marked by destiny. Have I mentioned that Baldur’s Gate is not a game that shirks from fantasy clichés?

The inclusion of a tutorial heralds the dawning of a more user-friendly era of the CRPG.

Of course, there’s an unavoidable tension between the set-piece plot of the chapter-based structure and the open-world aspect of the game — a tension which we’ve encountered in other games I’ve written about. The main plot is constantly urging you forward, insisting that the fate of the world is at stake and time is of the essence. Meanwhile the many side quests are asking you to rescue a lost housecat or collect wolf pelts for a merchant. If you take the game at its word and rush forward with a sense of urgency, you’ll not only come to the climax under-leveled but will have missed most of the fun. All of which is to say that Baldur’s Gate is best approached like that In Search of Adventure module: just start walking around. Go see what is to be found in those parts of your map that are still blank. Sooner or later, you’ll trigger the next chunk of the main plot anyway.

It’s amazing how enduring some of what is to be found in those blank spaces has proved. My wife likes to read graphic novels. I was surprised recently to see that she’d started on a Dungeons & Dragons-branded one called Days of Endless Adventure, with a copyright date of 2021. I was even more surprised when I flipped it open idly and came face to face with the simple-minded ranger Minsc and his precious pet hamster Boo, both of whom were introduced to the world in Baldur’s Gate.

A congenital visual blurriness dogs this game, the result of a little bit too much detail being crammed into a relatively low resolution of 640 X 480, combined with a subdued, brown- and gray-heavy color palette. My middle-aged eyes weren’t always so happy about it, especially when I played on a television in the living room.

As it happened, I had had quite a time with Minsc when I played the game. He joined my party fairly early on, on the condition that we would try to rescue his friend, a magic user named Dynaheir who was being imprisoned in a gnoll stronghold. Unfortunately, I applied the same logic to his principal desire that I did to the main quest line; I’d get to it when I got to it. I maintained this attitude even as he nagged me about it with increasing urgency. One day the dude just flipped out on me, went nuts and started to attack me and my other companions. What’s a person to do in such a situation? Reader, I killed him and his pet hamster.

I was playing a ranger myself, so I didn’t think losing his services would be any big problem. I didn’t notice until days later that killing him — even though, I rush to stipulate again, he attacked me first — had turned me into a “fallen ranger.” I’m told by people who know about such things that this is far from ideal, because it means that you’ve essentially been reduced to the status of a vanilla fighter, albeit one who craves a lot more experience points than usual to advance a level. Oh, well. I didn’t feel like going back so many hours, and I was in more of a “roll with the punches” than a “try and try again” frame of mind anyway. (I’m also told that there will be a way to reverse my fallen condition when I get around to playing Baldur’s Gate II with the same party. So that’s something to look forward to, I guess.) By way of completing the black comedy, I later did rescue Dynaheir and took her into my party. But I was careful not to mention that I had ever met her mysteriously vanished friend…

“Minsc? Uh, no, never heard the name. Shall we talk about something else?”

Any given play-through of Baldur’s Gate is guaranteed to generate dozens of such anecdotes, which combine to make its story your story, even if the text of the chapter breaks is the same for everyone. You don’t have to walk on eggshells, afraid that you’re going to break some necessary piece of plot machinery. Again, it’s you who gets to choose where you go, what you do there, and who travels with you on your quest. Any mistake you make along the way that doesn’t get you and all your friends killed can generally be recovered from or at least lived with, as I did my fallen-ranger status. Tabletop Dungeons & Dragons, says Luke Kristjanson, is about “[being with] your friends [and] doing something fun. And occasionally one’s a jackass and does something weird and you roll with it.” It does seem to me that rolling with it is the only good way to play this second-order simulation of that social experience.

The first companion to join you will probably be Imoen, a spunky female thief. The personalities of your companions are all firmly archetypal, but most of them are likeable enough that it’s hard to complain. Sometimes fantasy comfort food goes down just fine.

Baldur’s Gate’s specific methods of presenting its world of freedom and opportunity have proved as influential as the design philosophies that undergird it. The Infinity Engine provided the presentational blueprint for a whole school of CRPGs that are still with us to this day. You look down on the environment and the characters in it from a free-scrolling isometric point of view. You can move the “camera” anywhere you like in the current area, independent of the locations of your characters. That said, a fog-of-war is implemented: places your characters have not yet seen are completely blacked out, and you can’t know what other people or monsters are getting up to if they’re out of your characters’ line of sight.

The interface proper surrounds this view on three sides. Portraits of the members of your party — up to five of them, in addition to the character you create and embody from the outset — run down the right side of the screen. Command icons — some pertaining to the individual party members and some to the group as a whole or to the computer on which you’re running the game — stretch across the left side and bottom of the screen. An area just above the bottom line of icons can expand to display text, of which there is an awful lot in this game, mostly in the form of menu-driven conversations. (In 1998, we were still far from the era when it would be practical and cost-effective to have full voice-acting in a game with this much yammering. Instead just the occasional line of dialog is voiced, to establish personalities and set tones.) The interface is perhaps a bit more obscure and initially daunting than it might be in a modern game, but the contrast with the old keyboard-driven SSI Gold Box games could hardly be more stark. And thankfully, unlike Fallout’s, Baldur’s Gate’s interface doesn’t make the mistake of prioritizing aesthetics over utility.

In short, Baldur’s Gate tries really, really hard to be approachable in the way that modern players have come to expect, even if it doesn’t always make it all the way there. Take, for instance, its journal, an exhaustive chronicle of the personal story that you are generating as you play. That’s great. But what’s less great is that it can be inordinately difficult to sift through the huge mass of text to find the details of a quest you’re pretty sure you accepted sometime last week. Most of us would love to have a simple bullet list of quests to go along with the verbose diary, however much that may cause the hardcore immersion-seekers to howl in protest at the gameyness of it all. Later Infinity Engine games corrected oversights like this one.

The most oft-discussed and controversial aspect of the Infinity Engine, back in the day and to some extent even today, is its implementation of combat. As we’ve learned, makers of CRPGs in the late 1990s faced a real conundrum when it came to combat. They wanted to preserve a measure of tactical complexity, but they also had to reckon with the reality of a marketplace that showed a clear preference for fast-paced, fluid gameplay over turn-based models. Fallout tried to square that circle by running in real-time until a fight began, at which point it forced you back into a turn-based framework; Might and Magic VI did a little better in my opinion by letting you decide when you wanted to go turn-based. In a way, BioWare was even more constrained than the designers of either of those two games, because they were explicitly making a digital implementation of a turn-based set of tabletop rules.

Their solution to the conundrum was real-time-with-pause, in which the computer automatically acts out the combat, adhering to the rules of tabletop Dungeons & Dragons but, critically, without advertising the breaks between rounds and turns. The player can assert her will at any point in the proceedings by tapping the space bar to pause the action, issuing new commands to her charges, and then tapping it again to let the battle resume.

Clever though the scheme is, not everyone loves it. And, to be sure, there are valid complaints to levy against it. Big fights can all too quickly degenerate into a blob of intersecting sprites, with spells going off everywhere and everyone screaming at once; it’s like watching twenty Tasmanian Devils — the Looney Tunes version, that is — in a fur-flying free-for-all. Yet there are ways to alleviate the confusion by making judicious use of the option to “auto-pause,” a hugely important capability that is mentioned only in oblique passing in the game’s 160-page manual, presumably because that document was sent to the printing press before the software it described had been finalized. Auto-pause will let you stop the action automatically whenever certain conditions of your choice are met — or even at the end of every single action taken by every single member of your party, if you choose to go that far. Doing so lets you effectively turn Baldur’s Gate into a purely turn-based game, if that’s your preference. Or you can go fully turn-based only for the really big fights that you know will require careful micro-management. This is what I do. The rest of the time, I just use a few judicious break points — a character is critically wounded, a spell caster has finished casting a spell, etc. — and otherwise rely on the good old space bar.

Another option — the best one for those most determined to turn the game into a simulation of playing tabletop Dungeons & Dragons with your mates — is to turn on artificial intelligence for every member of your party but the one you created. Then you just let them all do their things while you do yours. You may find yourself less enamored with this approach, however, after you become part of the collateral damage of one of Dynaheir’s Fireball spells for the first time. (Shades of the stone-stupid and deadly companions in Fallout…)

Baldur’s Gate’s combat definitely isn’t perfect, but in its day it was a good-faith attempt to deliver an experience that was recognizably Dungeons & Dragons while also catering to the demands of the contemporary marketplace. I think it holds up okay today, especially when placed in the context of the rest of the game that houses it, which has ambitions for its world and its fiction that transcend the tactical-combat simulations that the latter-day Gold Box games especially lapsed into. It is true that your companions’ artificial intelligence could be better, as it is true that it’s sometimes harder than it ought to be to figure out what’s really going on, a byproduct of graphics that are somewhat muddy even at the best of times and of having way too many character sprites in way too small a space. But your fighters, who don’t usually require too much micro-management, are the most affected by this latter problem, while your spell casters ought to be standing well back from the fray anyway, if they know what’s good for them. Another not-terrible approach, then, is to control your spell casters yourself, since they’re the ones who can most easily ruin their companions’ day, and leave your fighters to their own devices. But you’ll doubtless figure out what works best for you within the first few hours.

Indeed, Baldur’s Gate feels disarmingly modern in the way that it bends over backward to adjust itself to your preferred style of play. This encompasses not only the myriad of auto-pause and artificial-intelligence options but an adjustable global difficulty slider for combat. All of this allows you to breeze through the fights with minimal effort or hunker down for a long series of intricate tactical struggles, just as you choose. Giving your player as many ways to play as possible is seldom a bad choice in commercial game design. Not everyone had yet figured that out in the late 1990s.

If you want the ultimate simulation of playing tabletop Dungeons & Dragons with your friends, you can turn on an option to watch the actual die rolls scrolling past during combat.

BioWare and Interplay released an expansion pack to Baldur’s Gate called Tales of the Sword Coast just six months after the base game. Rather than serving as a sequel to the main plot, it’s content merely to add some new ancillary areas to explore betwixt and between fulfilling your destiny as The Chosen One. Given that I definitely don’t consider the main plot the most interesting part of Baldur’s Gate, I have no problem with this approach in theory. Nevertheless, the expansion pack strikes me as underwhelming and kind of superfluous — like a collection of all the leftover bits that failed to make the cut the first time around, which I suspect is exactly what it is. The biggest addition is an elaborate dungeon known as Durlag’s Tower, created to partially address one of the principal ironies of the base game: the fact that it contains surprisingly little in the way of dungeons and no dragons whatsoever. The latter failing would have to wait for the proper sequel to be corrected, but BioWare did try to shore up the former aspect by presenting an old-school, tactically complex dungeon crawl of the sort that Gary Gygax would have loved, a maze rife not only with tough monsters but with secret doors, illusions, traps, and all manner of other subtle trickery. Personally, I tend to find this sort of thing more tedious than exciting at this stage of my life, at least when it’s implemented in this particular game engine. I decided pretty quickly after venturing inside to let old Durlag keep his tower, since he seemed to be having a much better time there than I was.

Durlag’s Tower. The Infinity Engine doesn’t do so well in such narrow, trap-filled spaces. It’s hard to keep your characters from blundering into places that they shouldn’t.

While your reaction to the über-dungeon may be a matter of taste, a more objective ground for concern is all of the new sources of experience points the expansion adds, whilst raising the experience and level caps on your characters only modestly. As a result, it becomes that much easier to max out your characters before you finish the game, a state of affairs which is no fun at all. In my eyes, then, Baldur’s Gate is a better, tighter game without the expansion. For better or for worse, though, Tales of the Sword Coast has become impossible to extricate from the base game, being automatically incorporated into all of the modern downloadable editions. So, I’ll content myself with telling you to feel free to skip Durlag’s Tower and/or any of the other additional content if it’s not your thing. There’s nothing essential to the rest of the game to be found there.

Whatever its infelicities and niggles, it’s almost impossible to overstate the importance and influence of Baldur’s Gate in the broader context of gaming history. Forget the comparisons I’ve been making again and again in these articles to Pool of Radiance: one can actually make a case for Baldur’s Gate as the most important single-player CRPG released between 1981, the landmark year of the first Wizardry and Ultima, and the date of this very article that you’re reading.

Baldur’s Gate’s unprecedented level of commercial success transformed the intersection between tabletop Dungeons & Dragons and its digital incarnations from a one-way avenue into a two-way street; all of the future editions of the tabletop rules that would emerge under Wizards of the Coast’s watch would be explicitly crafted with an eye to what worked on the computer as well. At the same time, Baldur’s Gate cemented one of the more enduring abstract design templates in digital gaming history; witness the extraordinary success of 2023’s belated Baldur’s Gate 3. The CRPGs that more immediately followed Baldur’s Gate I, both those that were powered by the Infinity Engine and those that only borrowed some of its ideas, found ways to improve on the template in countless granular details, but they were all equally the heirs to this very first Infinity Engine game. Yes, Fallout got there first, and in some respects did it even better, with a less clichéd, more striking setting and an even deeper-seated commitment to acknowledging and responding to its player’s choices. And there’s more than a little something to be said for the role played by the goofy, janky, uninhibited Monty Haul fun of Might and Magic VI in the rehabilitation of the CRPG genre as well. Yet the fact remains that it was Baldur’s Gate that truly led the big, meaty CRPG out of the wilderness and back into the mainstream.

Then again, gaming history is not a zero-sum game. The note on which I’d prefer to end this series of articles is simply that the CRPG genre was back by 1999. Increasingly, it would be the computer games that drove sales of tabletop Dungeons & Dragons rather than the other way around. Meanwhile a whole lot of other CRPGs, including some of the most interesting ones of all, would be given permission to blaze their own trails without benefit of a license. I look forward to visiting or revisiting some of them with you in the years to come, as we explore this genre’s second golden age.



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Sources: For Baldur’s Gate, see my last article, with the addition of the book BioWare: Stories and Secrets from 25 Years of Game Development, which commenter Infinitron was kind enough to tell me about.

For Fallout 2: the book Beneath a Starless Sky: Pillars of Eternity and the Infinity Engine Era of RPGs by David L. Craddock. Computer Gaming World of February 1999; Retro Gamer 72 and 188. Also Chris Avellone’s appearance on Soren Johnson’s Designer Notes podcast and Tim Cain’s YouTube channel.

Where to Get Them: Fallout 2 and Baldur’s Gate are both available as digital purchases at GOG.com, the latter in an “enhanced edition” that sports some welcome quality-of-life improvements alongside some additional characters and quests that don’t sit as well with everyone. Note that it buying it does give you access to the original game as well.

 
 

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The CRPG Renaissance, Part 4: …Long Live Dungeons & Dragons!

In December of 1997, Interplay Entertainment released Descent to Undermountain, the latest licensed Dungeons & Dragons computer game. It’s remembered today, to whatever extent it’s remembered at all, as one of the more infamous turkeys of an era with more than its share of over-hyped and half-baked creations, a fiasco almost on par with Battlecruiser 3000AD or Daikatana. The game was predicated on the dodgy premise that Dungeons & Dragons would make a good fit with the engine from Descent, Interplay’s last world-beating hit — and also a hit that was, rather distressingly for Brian Fargo and his colleagues, more than two years in the past by this point.

Simply put, Undermountain was a mess, the kind of career-killing disaster that no self-respecting game developer wants on his CV. The graphics, which had been crudely up-scaled from the absurdly low resolution of 320 X 240 to a slightly more respectable 640 X 480 at the last minute, still didn’t look notably better than those of the five-year-old Ultima Underworld. The physics were weirdly floaty and disembodied, perhaps because the engine had been designed without any innate notion of gravity; rats could occasionally fly, while the corpses of bats continued to hover in midair long after shaking off their mortal coil. In design terms as well, Undermountain was trite and rote, just another dungeon crawl in the decade-old tradition of Dungeon Master, albeit not executed nearly so well as that venerable classic.

Computer Gaming World, hot on the heels of giving a demo of Undermountain a splashy, breathless write-up (“This game looks like a winner…”), couldn’t even muster up the heart to print a proper review of the underwhelming finished product. The six-sentence blurb the magazine did deign to publish said little more than that “the search for a good Dungeons & Dragons role-playing game continues, because Descent to Undermountain is certainly not it.” The website GameSpot was less inclined to pull its punches: after running through a damning litany of the game’s problems, it told its readers bluntly that “if you buy Descent to Undermountain after reading this, you get what you deserve.” The critical consensus has not changed over the decades since. On the clearinghouse site MobyGames, Undermountain ranks today as the thirteenth worst digital RPG ever released, out of 9085 candidates in all. Back in 1997, reviewers and gamers alike marveled that Interplay, the same company that had released the groundbreaking and aesthetically striking Fallout just weeks earlier, could follow it up so quickly with something so awful.

In its way, then, Descent to Undermountains name was accidentally appropriate. For it represented the absolute nadir of Dungeons & Dragons on computers, the depth of ignominy to which all of the cookie-cutter products from SSI and others had been inexorably descending over the last five years.

Then again, as a wise person once said, there does come a point where there’s nowhere left to go but up. Less than one year after Undermountain was so roundly scorned wherever it wasn’t ignored, another Dungeons & Dragons CRPG was released amidst an atmosphere of excitement and expectation that put even the reception of Pool of Radiance to shame. Almost as surprisingly, it too bore on its box the name of Interplay, a publisher whose highs and lows in the CRPG genre were equally without parallel. So, our goal for today is to understand how Interplay went from Descent to Undermountain to Baldur’s Gate. It’s an unlikely tale in the extreme, not least in the place and manner in which it begins.



Edmonton, Alberta, is no one’s idea of a high-tech incubator. “The Gateway to the North,” as the city styles itself, was built on oil and farming. These two things have remained core to its identity, alongside its beloved Edmonton Oilers hockey team and its somewhat less beloved but stoically tolerated sub-zero winter temperatures. The frontier ethic has never entirely left Edmonton; it has more in common with Billings, Montana, than it does with coastal Canadian cities like Montreal and Vancouver.

Into this milieu, insert three young men who were neither roughnecks nor farmers. Ray Muzyka, Greg Zeschuk, and Augustine Yip didn’t know one another when they were growing up in different quarters of Edmonton in the 1980s, but they were already possessed of some noteworthy similarities. Although all three had computers in their homes and enjoyed experimenting with the machines and the games they could play from an early age — Muzyka has recorded his first two games ever as Pirate Adventure and Wizardry on the Apple II — they directed their main energies toward getting into medical school and becoming doctors. “We never conceived of the possibility that you could have a career in videogames,” says Zeschuk. “You know, we’re from Edmonton, Canada. There were no companies that did that. There were some in Vancouver, but they were just starting out, like the Distinctive Software guys who would join Electronic Arts.”

The three men finally met in medical school — more specifically, at the University of Alberta during the late 1980s. Even here, though, they didn’t become fast friends right away. Only gradually did they come to realize that they had a set of shared interests that were anything but commonplace among their classmates: all three continued to play computer games avidly whenever the pressure of their studies allowed it. Witnessing the rapid evolution of personal computers, each began to ask himself whether he might be able to combine medicine with the technology in some satisfying and potentially profitable way. Then they began to have these conversations with each other. It seemed to them that there were huge opportunities in software for educating doctors. Already in 1990, a couple of years before they graduated from medical school, they started looking for technology projects as moonlighting gigs.

They kept at it after they graduated and became family practitioners. The projects got more complex, and they hired contractors to help them out. Their two most ambitious software creations were an “Acid-Base Simulator,” which they finished in 1994, and a “Gastroenterology Patient Simulator,” which they finished the following year. As their titles will attest, these products were a long, long way from a mainstream computer game, but the good doctors would cover the intervening distance with astonishing speed.

Wanting to set themselves on a firmer professional footing in software, Muzyka, Zeschuk, and Yip founded a proper corporation on February 1, 1995. They called it BioWare, a name that reflected a certain amount of bets-hedging. On the one hand, “BioWare” sounded fine as a name for a maker of medical software like the gastroenterology simulator they were still finishing up. On the other, they thought it was just catchy and all-purpose enough to let them branch out into other sorts of products, if doing so should prove feasible. In particular, they had become very interested in testing the waters of mainstream game development. “I liked medicine a lot,” says Muzyka. “I really liked it. I’m glad I was able to help people’s lives for the years that I did practice. I did a lot of emergency medicine in under-served areas in rural Alberta. It was really hard work, but really fun, really engaging, really exciting. [But] I love videogames.”

Their medical degrees were a safety net of a sort that most first-time entrepreneurs could only wish they had; they knew they could always go back to doctoring full-time if BioWare didn’t work out. “We maxed out our debt and our credit cards,” Muzyka says. “We just kind of went for it. It was like, whatever it took, this is what we’re doing. It never occurred to us [that] there would be risk in that. For me, it was a fun hobby at that point.”

Yet some differences soon became apparent between Muzyka and Zeschuk and their third partner Augustine Yip. Although the first two were willing and able to practice medicine only on the side while they devoted more and more time and energy to BioWare, the last had moved into another stage of life. He already had children to support, and didn’t feel he could scale back his medical career to the same degree for this other, far chancier venture. Muzyka and Zeschuk would wind up buying out his share of BioWare in mid-1996.

Well before this event, in the spring of 1995, Activision’s MechWarrior 2: 31st Century Combat hit the gaming world with all the force of the giant killer robot on its box. Thanks not least to Activision’s work in creating bespoke versions of MechWarrior 2 for the many incompatible 3D-accelerator cards that appeared that year, it became by many metrics the game of 1995. Suddenly every publisher wanted a giant-mech game of their own. Muzyka and Zeschuk saw the craze as their most surefire on-ramp to the industry as a new, unproven studio without even an office to their name. They paid a few contractors to help them make a demo, sent it to ten publishers, and started cold-calling them one after another. Their secret weapon, says Muzyka, was “sheer stubbornness and persistence. We just kept calling.” Amazingly, they were eventually offered a development deal by nine out of the ten publishers; suffice to say that mechs were very much in favor that year. Interplay came with the most favorable terms, so the partners signed with them. Just like that, BioWare was a real games studio. Now they had to deliver a real game.

They found themselves some cut-price office space not far from the University of Alberta. Ray Muzyka:

There were only four plugs on the wall. We had a power-up sequence for the computers in the office so that we didn’t blow the circuit breaker for the whole building. Everybody would be like, “I’m on. I’m on. I’m on.” We had found by trial and error that if you turned them on in a certain order, it wouldn’t create a power overload. If you turned on the computers in the wrong order, for sure, it would just flip the switch and you had to run downstairs, get the key, and open up the electrical box. It was an interesting space.

During the first year or so, about a dozen employees worked in the office in addition to the founders. Half of these were the folks who had helped to put together the demo that had won BioWare the contract with Interplay. The other half were a group of friends who had until recently hung out together at a comic-book and tabletop-gaming shop in Grande Prairie, Alberta, some 300 miles northwest of Edmonton; one of their number, a fellow named James Ohlen, actually owned the store. This group had vague dreams of making a CRPG; they tinkered around with designs and code there in the basement. Unfortunately, the shop wasn’t doing very well. Even in the heyday of Magic: The Gathering, it was difficult to keep such a niche boutique solvent in a prairie town of just 30,000 people. Having heard about BioWare through a friend of a friend, the basement gang all applied for jobs there, and Muzyka and Zeschuk hired them en masse. So, they all came down to Edmonton, adopting various shared living arrangements in the cheap student-friendly housing that surrounded the university. Although they would have to make the mech game first, they were promised that there was nothing precluding Bioware from making the CRPG of their dreams at some point down the road if this initial project went well.

Shattered Steel, BioWare’s first and most atypical game ever, was published by Interplay in October of 1996. It was not greeted as a sign that any major new talent had entered the industry. It wasn’t terrible; it just wasn’t all that good. Damning it with faint praise, Computer Gaming World called it “a decent first effort. But if Interplay wants to provide serious competition for the MechWarrior series, the company needs to provide more freedom and variety.” Sales hovered in the low tens of thousands of units. That wasn’t nothing, but BioWare’s next game would need to do considerably better if they were to stay in business. Luckily, they already had something in the offing that seemed to have a lot of potential.

A BioWare programmer named Scott Greig  had been tinkering lately with a third-person, isometric, real-time graphics engine of his own devising. He called it the Infinity Engine. Muzyka and Zeschuk had an idea about what they might use it for.

A low background hum was just beginning to build about the possibilities for a whole new sort of CRPG, where hundreds or thousands of people could play together in a shared persistent world, thanks to the magic of the Internet. 3DO’s Meridian 59, the first of the new breed, was officially open for business already, even as Sierra’s The Realm was in beta and Origin’s Ultima Online, the most ambitious of the shared virtual worlds by far, was gearing up for its first large-scale public test. Muzyka and Zeschuk, who prided themselves on keeping up with the latest trends in gaming, saw an opportunity here. Even before Shattered Steel shipped, it had been fairly clear to them that they had jumped on the MechWarrior train just a little bit too late. Perhaps they could do better with this nascent genre-in-the-offing, which looked likely to be more enduring than a passing fancy for giant robots.

They decided to show the Infinity Engine to their friends at Interplay, accompanied by the suggestion that it might be well-suited for powering an Ultima Online competitor. They booked a meeting with one Feargus Urquhart, who had started at Interplay six years earlier as a humble tester and moved up through the ranks with alacrity to become a producer while still in his mid-twenties. Urquhart was skeptical of these massively-multiplayer schemes, which struck him as a bit too far out in front of the state of the nation’s telecommunications infrastructure. When he saw the Infinity Engine, he thought it would make a great fit for a more traditional style of CRPG. Further, he knew well that the Dungeons & Dragons brand was currently selling at a discount.  Muzyka and Zeschuk, who were looking for any way at all to get their studio established well enough that they could stop taking weekend shifts at local clinics, were happy to let Urquhart pitch the Infinity Engine to his colleagues in this other context.

Said colleagues were for the most part less enthused than Urquhart was; as we’ve learned all too well by now, the single-player CRPG wasn’t exactly thriving circa 1996. Nor was the Dungeons & Dragons name on a computer game any guarantee of better sales than the norm in these latter days of TSR. Yet Urquhart felt strongly that the brand was less worthless than mismanaged. There had been a lot of Dungeons & Dragons computer games in recent years — way too many of them from any intelligent marketer’s point of view — but they had almost all presumed that what their potential buyers wanted was novelty: novel approaches, novel mechanics, novel settings. As they had pursued those goals, they had drifted further and further from the core appeal of the tabletop game.

Despite TSR’s fire hose of strikingly original, sometimes borderline avant-garde boxed settings, the most popular world by far in which to actually play tabletop Dungeons & Dragons remained the Forgotten Realms, an unchallenging mishmash of classic epic-fantasy tropes. The Forgotten Realms was widely and stridently criticized by the leading edge of the hobby for being fantasy-by-the-numbers, and such criticisms were amply justified in the abstract. But those making them failed to reckon with the reality that, for most of the people who still played tabletop Dungeons & Dragons, it wasn’t so much a vehicle for improvisational thespians to explore the farthest realms of the imagination as it was a cozy exercise in dungeon delving and monster bashing among friends; the essence of the game was right there in its name. For better or for worse, most people still preferred good old orcs and kobolds to the mind-bending extra-dimensional inhabitants of a setting like Planescape or the weird Buck Rogers vibe of something like Spelljammer. The Forgotten Realms were gaming comfort food, a heaping dish of tropey, predictable fun. And the people who played there wouldn’t have had it any other way.

And yet fewer and fewer Dungeons & Dragons computer games had been set in the Forgotten Realms since the end of the Gold Box line. (Descent to Undermountain would be set there, but it had too many other problems for that to do it much good.) SSI and their successors had also showed less and less fidelity to the actual rules of Dungeons & Dragons over the years. The name had become nothing more than a brand, to be applied willy-nilly to whatever struck a publisher’s fancy: action games, real-time-strategy games, you name it. In no real sense were you playing TSR’s game of Dungeons & Dragons when you played one of these computer games; their designers had made no attempt to implement the actual rules found in the Player’s Handbook and Dungeons Master’s Guide. It wasn’t clear anymore what the brand was even meant to stand for. It had been diluted to the verge of meaninglessness.

But Feargus Urquhart was convinced that it was not yet beyond salvation. In fact, he believed that the market was ready for a neoclassical Dungeons & Dragons CRPG, if you will: a digital game that earnestly strove to implement the rules and to recreate the experience of playing its tabletop inspiration, in the same way that the Gold Box line had done. Naturally, such a game would need to take place in the tried-and-true Forgotten Realms. This was not the time to try to push gamers out of their comfort zone.

At the same time, though, Urquhart recognized that it wouldn’t do to simply re-implement the Gold Box engine and call it a day. Computer gaming had moved on from the late 1980s; people expected a certain level of audiovisual razzle-dazzle, wanted intuitive and transparent interfaces that didn’t require reading a manual to learn how to use, and generally preferred the fast-paced immediacy of real-time to turn-based models. If it was to avoid seeming like a relic from another age, the new CRPG would have to walk a thin line, remaining conservative in spirit but embracing innovation with gusto in all of its granular approaches. The ultimate goal would not be to recreate the Gold Box experience. It must rather be to recreate the same tabletop Dungeons & Dragons experience that the Gold Box games had pursued, but to embrace all of the affordances of late-1990s computers in order to do it even better — more accurately, more enjoyably, with far less friction. Enter the Infinity Engine.

But Urquhart’s gut feeling was about more than just a cool piece of technology. He had served as the producer on Shattered Steel, in which role he had visited BioWare several times and spent a fair amount of time with the people there. Thus he knew there were people in that Edmonton office who still played tabletop Dungeons & Dragons regularly, who had forged their friendships in the basement of a tabletop-gaming shop. He thought that a traditionalist CRPG like the one he had in mind might be more in their wheelhouse than any giant-robot action game or cutting-edge shared virtual world.

He felt this so strongly that he arranged a meeting with Brian Fargo, the Big Boss himself, whose soft spot for the genre that had put Interplay on the map a decade earlier was well known. When he was shown the Infinity Engine, Fargo’s reaction was everything Urquhart had hoped it would be. What sprang to his mind first was The Faery Tale Adventure, an old Amiga game whose aesthetics he had always admired. “It didn’t look like a bunch of building blocks,” says Fargo today of the engine that Urquhart showed him in 1996. “It looked like somebody had free-hand-drawn every single screen.”

As Urquhart had anticipated would be the case, it wasn’t hard for Fargo to secure a license from the drowning TSR to make yet another computer game with the name of Dungeons & Dragons on it. The bean counters on his staff were not excited at the prospect; they didn’t hesitate to point out that Interplay already had Fallout and Descent to Undermountain in development. Just how many titles did they need in such a moribund genre? They needed at least one more, insisted Fargo.

BioWare’s employees were astonished and overjoyed when they were informed that a chance to work on a Dungeons & Dragons CRPG had fallen into their laps out of the clear blue sky. James Ohlen and his little gang from Grande Prairie could scarcely have imagined a project more congenial to their sensibilities. Ohlen had been running tabletop Dungeons & Dragons campaigns for his friends since he was barely ten years old. Now he was to be given the chance to invent one on the computer, one that could be enjoyed by the whole world. It was as obvious to Urquhart as it was to everyone at BioWare that the title of Lead Designer must be his. He called his initial design document The Iron Throne. When a cascade of toilet jokes rained down on his head in response, Urquhart suggested the more distinctive name of Baldur’s Gate, after the city in the Forgotten Realms where its plot line would come to a climax.

The staff of BioWare, circa 1997. (Note the Edmonton Oilers jersey at front and center.) “It’s 38 kids I barely recognize, myself included,” says Lukas Kristjanson, who along with James Ohlen wrote most of the text in the game. “I look at that face and think, ‘Man, you did not know what you were doing.'”

BioWare eagerly embraced Urquhart’s philosophy of being traditionalist in spirit but modern in execution. The poster child for the ethic must surely be Baldur’s Gate’s approach to combat. BioWare faithfully implemented almost every detail of the Advanced Dungeons & Dragons rules, complete with all of the less intuitive legacies of Gary Gygax, such as the armor-class statistic that goes down rather than up as it gets better. But, knowing that a purely turn-based system would be a very hard sell in the current market, they adopted a method of implementing them that became known as “real-time-with-pause.” Like much in Baldur’s Gate, it was borrowed from another game, a relatively obscure 1992 CRPG called Darklands, which was unique for being set in Medieval Germany rather than a made-up fantasy world.

Real-time-with-pause means that, although the usual tabletop rounds and turns are going on in the background, along with the expected initiative rolls and to-hit rolls and all the rest, it all takes place seamlessly on the computer — that’s to say, without pausing between turns, unless and until the player stops the action manually to issue new orders to her party. James Ohlen:

Ray [Muzyka] was a big fan of turn-based games, the Gold Box games, and my favorite genre was real-time strategy; I played Warcraft and Starcraft more than you can imagine. So, [real-time-with-pause] came from having to have a real-time game that satisfied fans of that genre, but also satisfied turn-based fans. Maybe I shouldn’t say it, but I was never a fan of Fallout. I liked the story and the world, but the fact it paused and took turns for moving, I never liked that. RPGs are about immersing you in their world, so the closer you get to the feeling of real the better.

The project was still in its earliest stages when Diablo dropped. “I remember when Diablo came out, the whole office shut down for a week,” says James Ohlen. Needless to say, many another games studio could tell the same tale.

The popularity of Blizzard Entertainment’s game was the first really positive sign for the CRPG genre as a whole in several years. In this sense, it was a validation for Baldur’s Gate, but it was also a risk. On a superficial level, the Diablo engine didn’t look that different from the Infinity Engine; both displayed free-scrolling, real-time environments from an isometric point of view. Blizzard’s game, however, was so simplified and streamlined that it prompted endless screaming rows on the Internet over whether it ought to qualify as a “real” CRPG at all. There was certainly no real-time-with-pause compromise in evidence here; Diablo was real-time, full stop. Given its massive success, someone at Interplay or BioWare — or more likely both — must surely have mused about dropping most of the old-school complexity from Baldur’s Gate and adopting Diablo as the new paradigm; the Infinity Engine would have been perfectly capable of bringing that off. But, rather remarkably on the face of it, no serious pressure was ever brought to bear in that direction. Baldur’s Gate would hew faithfully to its heavier, more traditionalist vision of itself, even as the people who were making it were happily blowing off steam in Diablo. The one place where Diablo did clearly influence Baldur’s Gate was a networked multiplayer mode that was added quite late in the development cycle, allowing up to six people to play the game together. Although BioWare deserves some kudos  for managing to make that work at all, it remains an awkward fit with such a text- and exposition-heavy game as this one.

As James Ohlen mentions above, the BioWare folks were playing a lot of Blizzard’s Warcraft II as well, and borrowing freely from it whenever it seemed appropriate. Anyone who has played a real-time-strategy game from the era will see many traces of that genre in Baldur’s Gate: the isometric graphics, the icons running around the edges of the main display, your ability to scroll the view independently of the characters you control, even the way that active characters are highlighted with colored circles. The Infinity Engine could probably have powered a fine RTS game as well, if BioWare had chosen to go that route.

Even more so than most games, then, Baldur’s Gate was an amalgamation of influences, borrowing equally from James Ohlen’s long-running tabletop Dungeons & Dragons campaign and the latest hit computer games, along with older CRPGs ranging from Pool of Radiance to Darklands. I hate to use the critic’s cliché of “more than the sum of its parts,” but in this case it may be unavoidable. “If you’re a Dungeons & Dragons fan, you feel like you’re playing Dungeons & Dragons, but at the same time it felt like a modern game,” says James Ohlen. “It was comparable to Warcraft and Diablo in terms of the smoothness of the interface, the responsiveness.”

Baldur’s Gate started to receive significant press coverage well over a year before its eventual release in December of 1998. Right from the first previews, there was a sense that this Dungeons & Dragons computer game was different from all of the others of recent years; there was a sense that this game mattered, that it was an event. The feeling was in keeping with — and to some extent fed off of — the buzz around Wizards of the Coast’s acquisition of TSR, which held out the prospect of a rebirth for a style of play that tabletop gamers may not have fully recognized how much they’d missed. Magic: The Gathering was all well and good, but at some point its zero-sum duels must begin to wear a little thin. A portion of tabletop gamers were feeling the first inklings of a desire to return to shared adventures over a long afternoon or evening, adventures in which everyone got to win or lose together and nobody had to go home feeling angry or disappointed.

A similar sentiment was perhaps taking hold among some digital gamers: a feeling that, for all that Diablo could be hella fun when you didn’t feel like thinking too much, a CRPG with a bit more meat on its bones might not go amiss. Witness the relative success of Fallout in late 1997 and early 1998; it wasn’t a hit on the order of Diablo, no, but it was a solid seller just the same. Even the miserable fiasco that was Descent to Undermountain wasn’t enough to quell the swelling enthusiasm around Baldur’s Gate. Partially to ensure that nothing like Undermountain could happen again, Brian Fargo set up a new division at Interplay to specialize in CRPGs. He placed it in the care of Feargus Urquhart, who named the division and the label Black Isle, after the Black Isle Peninsula in his homeland of Scotland.

Interplay was already running full-page advertisements like this one in the major magazines before 1997 was out. Note the emphasis on “true role-playing on a grand scale” — i.e., not like that other game everyone was playing, the one called Diablo.

The buzz around Baldur’s Gate continued to build through 1998, even as a planned spring release was pushed back to the very end of the year. A game whose initial sales projections had been on the order of 100,000 units at the outside was taking on more and more importance inside the executive suites at Interplay. For the fact was that Interplay as a whole wasn’t doing very well — not doing very well at all. Brian Fargo’s strategy of scatter-bombing the market with wildly diverse products, hoping to hit the zeitgeist in its sweet spot with at least a few of them, was no longer paying off for him. As I mentioned at the opening of this article, Interplay’s last real hit at this stage had been Descent in 1995. Not coincidentally, that had also been their last profitable year. The river of red ink for 1998 would add up to almost $30 million, a figure one-quarter the size of the company’s total annual revenues. In October of 1998, Fargo cut about 10 percent of Interplay’s staff, amounting to some 50 people. (Most of them had been working on Star Trek: The Secret of Vulcan Fury, a modernized follow-up to the company’s classic Star Trek: 25th Anniversary and Judgment Rites adventure games. Its demise is still lamented in some corners of Star Trek and gaming fandom.)

Fargo was increasingly seeing Baldur’s Gate as his Hail Mary. If the game did as well as the buzz said it might, it would not be able to rescue his sinking ship on its own, but it would serve as much-needed evidence that Interplay hadn’t completely lost its mojo as its chief executive pursued his only real hope of getting out of his fix: finding someone willing to buy the company. The parallels with the sinking ship that had so recently been TSR doubtless went unremarked by Fargo, but are nonetheless ironically notable.

BioWare’s future as well was riding on what was destined to be just their second finished game. The studio in the hinterlands had grown from 15 to 50 people over Baldur’s Gate’s two-year development cycle, leaving behind as it did so its electrically-challenged hovel of an office for bigger, modestly more respectable-looking digs. Yet appearances can be deceiving; BioWare was still an unproven, unprofitable studio that needed its second game to be a hit if it was ever to make a third one. It was make-or-break-time for everyone, not least Ray Muzyka and Greg Zeschuk. If Baldur’s Gate was a hit, they might never have to take up their stethoscopes again. And if it wasn’t… well, they supposed it would be back to the clinic for them, with nothing to show for their foray into game development beyond a really strange story to tell their grandchildren.



Did you enjoy this article? If so, please think about pitching in to help me make many more like it. You can pledge any amount you like.


Sources: The books Beneath a Starless Sky: Pillars of Eternity and the Infinity Engine Era of RPGs by David L. Craddock, Gamers at Work: Stories Behind the Games People Play by Morgan Ramsay, and Online Game Pioneers at Work by Morgan Ramsay. Computer Gaming World of December 1996, January 1997, October 1997, January 1998, April 1998, January 1999, and June 1999; Retro Gamer 110 and 188; PC Zone of December 1998.

Online sources include BioWare’s current home page, “How Bioware revolutionised the CRPG” by Graeme Mason at EuroGamer, IGN Presents the History of BioWare” by Travis Fahs, “The long, strange journey of BioWare’s doctor, developer, beer enthusiast” by Brian Crecente at Polygon, Jeremy Peel’s interview with James Ohlen for Rock Paper Shotgun, and GameSpot’s vintage review of Descent to Undermountain.

I also made use of the Interplay archive donated by Brian Fargo to the Strong Museum of Play.

 

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