Interview with Paul Neurath

Hello Mr. Neurath,

Thank you so much for agreeing to this interview with us. Here’s a few questions we have about you, Looking Glass, and the System Shock series.

We’d like to hear more about the way that Ultima Underworld blended simulationist elements with RPG elements, about your vision for that idea and where it came from, and why that was so innovative at the time.

Before working on Ultima Underworld my business partner and I had done development on 3D flight simulations, including Chuck Yeager’s Fight Trainer. Working on flight sims I learned the potential of open-ended interactive worlds. You could choose what plane to fly, where to fly it, how to fly, what mission to accept. There was nearly always multiple ways to complete a mission. This open-ended nature afforded the player great agency in how they interacted with the game.

In contrast the RPG’s of that era were heavily scripted and mostly linear experiences. The game designers would lay out a plot, and then the player mostly just uncovered what the designer intended. A talented designer, much like a talented fantasy writer, could certainly create a compelling experience. But it lacked in player agency, which seemed a lost potential for what is an interactive media.

I saw the opportunity to blend the open-ended nature of sims with the traditional RPG linear format to try to create a new kind of experience with Ultima Underworld. Underworld has a plot, but unlike other RPG’s of that era we gave the player great agency in how and in what order it is solved.

For example, the player might encounter a Goblin barring forward progress through a dungeon chamber. In most RPG games the only option would be to fight the Goblin, or perhaps cast a spell to defeat it. In Underworld you could talk to Golbin and perhaps persuade it to let you pass. Or you could use your inventory of items to try to construct some protection, or distract the Goblin and run past. We found player’s coming up with solutions on their own which none of the designers had anticipated.

In parallel to the open-ended gameplay, we also wanted to bring more immersion to the experience. Most of the PRG’s of that era were rendered in 2D overhead perspective. A few, such as the Wizardry series, used a 3D perspective but the 3D was faked, with the player stepping from room to room discretely as if they were turning pages in a picture book. These approaches to rendering the world lacked immediacy.

At that time in 1990 real-time 3D texture mapping was only being done on $100,000 graphic workstations. We figured out how to adopt the high-end workstation algorithms to work on a lowly PC, making Ultima Underworld the first game to feature 3D texture mapping. The experience was transformative, dropping the player into the midst of what feels to be a living, breathing fantasy world. This immersion helped reinforce the open-ended sim gameplay, allowing for more freeform exploration of the world.

How did the innovations you made with Ultima Underworld get built upon and expanded in the original System Shock? With the first Thief game?

System Shock, which was released 2 years following Ultima Underworld, innovated and pushed forward the genre on several notable fronts.

First, we adopted the game play to a science fiction / horror setting. This may not seem like a big deal, but back then (and still today) specific types of gameplay tend to get locked into specific fictional genres. Most shooters are sci-fi or military slugfests, 2D overhead games tend to be strategic games, etc. It was not a small thing to switch form the fantasy setting and make the gameplay translate effectively.

Second, we improved the 3D engine considerably. Underworld’s engine was primitive by comparison, just barely able to handle simple 3D texture mapped scenes, and only rendered in a small VGA window at that. With System Shock we could create a much more lifelike and flowing 3D world, and with full screen and higher resolution. We also modeled the creatures in 3D, whereas Underworld used 2D sprites for the monsters. It was that much more of an immersive experience.

We also went further in terms of open-ended gameplay, giving the player even more ways to solve challenges and progress through the world. For that era System Shock is an extraordinarily deep game in this regard, with lots of subtle ways of approaching gameplay afforded to players. Latter games that took this approach such as Deus Ex to a large degree stood on System Shock’s shoulders.

We went further with physics-based gameplay. The physics model enabled the designers to do a lot with emergent behaviors that were beyond what we could consider in Underworld. Things like realistic weapon recoil, character movement realistically modeled and such.

We innovated on storyline with System Shock. We wanted to tell a deep story, but could not figure out how to do this with interactive character dialog at the time, especially given the open-ended nature of the world. So we came up with the approach of having nearly all the characters you interact with having perished before you arrive at the station. You uncover scraps of the logs they left behind and piece them together to learn the story. This approach makes it feel more as if you as the player are stitching together the story through your explorations.

Describing how Thief innovated further from Underworld and System Shock some 4 years later is the topic for another interview, but in short we tried to take what we learned from these games and innovate in the stealth genre, while also trying to make the game more accessible to a broad audience than System Shock had reached.

What was it like working with such a small, close-knit team of developers designers, and how does it compare to the much larger development design teams of today?

Wonderful. One of the best parts of being involved with these games was working with tight-knit, passionate teams. We were fortunate to have some incredibly talented folks across a diverse set of skills; software engineering, game design, storytelling, art, audio.

Part of our success is that our teams were comparably small, and also given great latitude to solve the creative problems as they saw fit. We had clear high-level goals for what we wanted to achieve, but how we got there was mostly up to the team themselves. I see similar approach being used today with companies such as Supercell, empowering small teams to be creative.

With large teams the people dynamics tend to work against you. It’s harder for any one individual to have a real sense of ownership over any particular aspect of the game, and politics come more into play. You also are spending a lot more money with large teams. With more money spent the business guys tend to get more nervous and cautious, and it can be harder to champion creativity in that climate.

These days it’s not realistic to do AAA console game development with small teams so the studios doing these projects can’t avoid the downsides of managing large teams. This may in part account for what seems a relative lack of innovation with AAA console development. There are lots of games that are impressive in terms of visuals or production, very few genuinely innovate.

Mobile and social are two areas where one can continue to do AAA games with smaller teams, so the door remains open on those platforms.

You’ve discussed the difficulties of innovation in a profit-driven market before in other interviews (such as one with MIT back in March). Do you feel it’s become harder or easier to innovate over the years as the games industry has developed?

For big budget projects, yes. It’s much easier to consider innovating when you are risking $500,000 than when you are risking $50M, which is what a modern AAA console title can cost. It’s not just the scale of the money being spent, but the fact that if you are spending tens of millions of dollars on a game then inevitably some large company is backing you. Often it’s a publicly held company that many not be in a position to gamble $50M on an unproven and innovative game that might flop.

Ironically doing a “safe” sequel of last year’s hit is no sure path to profits for the larger companies backing these games either. For the game industry to thrive it needs innovation. The audience gets bored of the same game rehashed year-after-year, no matter how pretty the visuals or big the brand. Games such as BioShock show that it’s possible to innovate in the AAA console space, but these are too few and far between.

Most of the time people are fairly dismissive of sequels, particularly if they come out too quickly – you yourself have said that you felt that the second Ultima: Underworld felt very rushed, and you’ve made other comments about the way the game industry has an unfortunate habit of focusing on what sells well rather than any true attempts at innovation. Do you feel that System Shock 2 stands in the same category of “well this was decently well received, let’s just make a sequel?” or does it live up to the original and truly build on that foundation?


The publisher of Ultima Underworld, Origin, wanted the sequel out in less than a year and we delivered. But it was a rush and we cut corners. In hindsight it was unwise to kick the sequel out as fast as we could. The sequel sold half of the original, which essentially killed Origin’s interest in doing anything further with the franchise. Had we spent more time and innovated further Underworld might be a major franchise still running today.

System Shock II development was a different situation. We intended with System Shock II to do full justice to the original and to push forward with a number of notable innovations. And I think we delivered on some fronts, less so on others.

What happened with System Shock II is that we ran into financial trouble during development that handicapped our efforts. Also LookingGlass had been acquired during that time, and so development decisions were no longer entirely our own. We did the best we could given these challenges and I’m proud of what we released with System Shock II, but it was not without some compromise.

Perhaps the biggest hurdle was in marketing. The Columbine shootings happened just before the launch of the game. Our publisher, Electronic Arts, was understandably hesitant about releasing 3D shooters, even games like System Shock II that were only incidentally shooters. EA ended up doing a low-key launch of the game, which undercut sales. When the sales were weak they pulled the plug on the title, putting it into the bargain bin just 90 days after launch.

Despite the bad timing on the launch and the challenges we faced in development, System Shock II was recognized as an innovative and notable game by the press and by the fans who’ve actually played it. It has left its mark.

The original System Shock was developed using short written vignettes, “minutes of gameplay” to paint scenes of how the game should work. Did the System Shock 2 team take the same approach, or was a new technique applied?

Essentially the same technique. Having a plot built up from small building blocks that can be shifted about lends itself better to open-ended, immersive gameplay than a monolithic narrative.

Ultima Underworld’s legacy can be easily seen in open-world first person RPGs like Skyrim. What do you feel that System Shock 2’s true legacy was (beyond the obvious direct spiritual successor in the form of the Bioshock games)?

The Bioshock series certainly, which Ken Levine has described as System Shock’s spiritual successor. Deus Ex borrows a lot as well from Shock as well. And as with Skyrim, there are dozens of other games that have learned in bits here or there from the System Shock games.

What do you think about Kickstarter and other alternate methods of funding games? Do you think that if Looking Glass had access to that kind of alternative back in the 90s that the company may have survived?

Perhaps so. We relied on venture funding to grow the studio, and it turned out that LookingGlass was not a great fit for the venture model. This was heading into the heyday of the first dotcom bubble where venture guys were looking at 20x and higher potential returns. We are simply not on that trajectory. Even today it is difficult to see where venture fits well with traditional AAA PC or console game development.

Crowd funding does seem to be working for fans of classic games, with a relatively modest but dedicated audience willing to fund some of these titles on order of $1M to $4M, and in a few cases substantially more.

We’ve heard that recently you’ve been working mostly on mobile games. What direction do you see mobile games going in? How do you think mobile games can innovate? What do you feel is unique about that platform?

Another topic for its own interview. But in brief, mobile and tablets are where much of the innovation in gaming is happening today. The costs are dramatically lower than in console, and you don’t need a publisher or retail to reach the audience. Also millions of new folks are being introduced to gaming on their mobile devices, so you have fresh expectations from an audience who in some ways are more open to trying whatever might be fun.

What projects are you working on currently?

New mobile game concept, still in stealth mode. Hopefully have something to share soon…

Thank you very much! We wish you the best in your future endeavors.

— Night Dive