As the founder of Blue Sky Productions (later to become Looking Glass Studios,) Paul Neurath is partially responsible for some of the most innovative PC titles of the 1990s. Ultima Underworld, Thief: The Dark Project, Thief II: The Metal Age, Terra Nova and System Shock were all produced and released in a bountiful creative period, by a studio known for pioneering the kind of immersive, first-person titles still influencing game designers to this day.

Neurath is now attempting to Kickstart a new Underworld title under the name Underworld Ascendant, along with other former Looking Glass luminaries like Tim Stellmach and Robb Waters. I spoke to him over Skype about the process of getting the name back, the long-reaching influence of the Underworld titles, designing immersive, free-form games, and the potential for modding.

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20-some years later, the underworld hasn’t got any more welcoming.

A transcript of that conversation can be read below, and there’s a slightly edited audio version at the very bottom of this page. In case you prefer to listen, rather than read.

IncGamers: In the Kickstarter pitch video [for Underworld Ascendant] you imply that Ultima Underworld was in a publisher’s “deepest vault.”

Paul Neurath: That’s right.

IG: Is there a story behind that? You presumably wanted to do this project earlier, but … is it getting hold of rights, or the name? What’s the story there?

PN: The story there is, when we developed … the original [Ultima Underworld] game was developed by the first studio I had going, which was called Blue Sky Productions. Back in 1990 we started that project, and finished the first one in ‘92.

Origin was the publisher – Origin Systems. Richard and Robert Garriott’s studio. They were independent when we were doing that. Around the time that game was done, I don’t remember exactly, very soon after they were acquired by Electronic Arts (EA.) And so that added a layer of complexity, because suddenly EA had to make decisions about what projects got approved and greenlit and funded and all that.

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Where it all began.

PN: We did get an Underworld 2 but that was nine or ten months of development, it was real rapid-fire. That happened somewhere in that transition.

The plan all around was to do an Underworld 3. In fact Underworld 2 was a very quick one because the thought was, “we’re way ahead in terms of our engine and technology.” So let’s do a quick sequel that’s focused on exploring the content and what we can do with this engine, but with the understanding that we’d come back after Underworld 2 and do a major revamp of the technology and really push it a lot further; and spend a couple of years doing that.

Then in 1995-1996 we’d come out with Underworld 3, pushing the engine, major innovations, yadda yadda. That was the expectation. But when Underworld 2 wrapped up, that turned into “well, we’re not really sure.”

I think part of that, and I don’t know for sure, we were always independent from Origin, and they were 2,000 miles away. It’s not like we had 100 percent insight into what was going on, but my sense was that EA ended up narrowing down Origin’s focus. Wing Commander was doing really, really well and they were starting to work on Ultima Online, and so I think they were more or less told to focus on those two. They were certainly two good things to focus on.

The next Underworld was a little bit, “well where do we fit this in?” It’s not that people didn’t want to do it at EA or Origin, it’s just it fell between the cracks because they had other priorities. We were an outside studio, so it wasn’t like we were in there every day promoting that we wanted to do it. All those sorts of things combined.

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With apologies to our arachnophobic readers.

PN: We talked about Underworld 3, we had some design thoughts on it, but it never got the point of any official funding.

In that same time period we transitioned from Blue Sky and became Looking Glass, and since we weren’t getting any traction with Underworld 3 we started working on other stuff! Like System Shock and Flight Unlimited and Terra Nova.

I went back to EA every two or three years, and I’d say “guys, I really do want to revisit Underworld” [laughs] Same sort of issues, they had other priorities, wanted to talk about it again in another couple of years. And that just went on and on.

Frankly I’d all but given up. I can’t even remember why I decided to give it another try. Then suddenly it was “okay, yeah.” Most of the people I knew … virtually everybody I knew at EA in the 90s are not there any more. I think there was some recognition by executives at EA that they were never going to do anything with [Ultima Underworld] on their own. If they just sat on it forever it would never happen. So I give them credit for realising “hey, this should happen.”

So, pragmatically we ended up with an agreement where we could take the franchise forward. We can pretty much take anything from the original games, so [Underworld Ascendant] can be a true sequel in that sense … except for the Ultima brand itself. EA is still doing its own Ultima branded titles, they didn’t want confusion with our game.

IG: Makes sense.

PN: And the Underworld games were kind of loosely connected with the Ultimas, it wasn’t a tight connection. So it wasn’t a big deal that we couldn’t use the Ultima brand. It even gives us a little more creative freedom. The Ultima of the 90s is … the fictional aspect, you know, is a little old school from my point of view. And I wanted to explore new directions with the story.

We are doing something with Richard [Garriott] and Shroud of the Avatar, which is pretty cool. So there’s still that connection between the world his team is building and what our team is doing.

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I’m half expecting Seath the Scaleless to pop up here.

IG: The original obviously, is cited as a massive influence on not just Blue Sky and Looking Glass games like Thief and Deus Ex, but also Legend of Grimrock and Skyrim

PN: Looking Glass didn’t make Deus Ex.

IG: Oh! Of course, sorry, that was Ion Storm.

PN: I don’t want to take credit for a game we didn’t make! A couple of our team today worked on Deus Ex, but that was all Warren [Spector] and his group.

IG: But for people who don’t know, what is the main reason so many of these games cite Ultima Underworld as an influence?

PN: I mean, it’s more than flattering. It’s pretty awesome to have worked on a game that has touched so many people and has meant a lot to some of the designers I respect who are working today. We have huge influence today, more than 20-25 years later.

I started playing games in the 70s, and I started working on games in the 80s. I’ve played and worked on games that are pretty cool, but almost all of them … if you played them today, you’d say “well, that’s kind of quaint” [laughs] They don’t really hold up.

But the Underworlds are really special in that way. I mean, the graphics are obviously incredibly dated. Whatever. But if you look past the graphics and look past the user interface, which was pretty revolutionary for its time but today is kind of awkward … and the audio is MIDI. That was the hardware we had to work with. PCs at the time were less powerful than the current cell phone in your pocket. By a lot.

Nevertheless, despite all that, the game design, the gameplay, the sense of immersion you get once you’re not thinking about the pixilated graphics … What’s cool is having designers today, whether that’s Ken Levine, or a bunch of these people, the sense that it’s still, in some ways, as cutting edge as ever.

I think, genuinely, in terms of gameplay and the deep immersion, the sandbox kind of gameplay, with some of these aspects the industry hasn’t moved meaningfully forward. At least not in the role-playing category. There are still a lot of RPGs today that are brilliant and wonderful, but they still owe a lot to old school, pen and paper style Dungeons & Dragons.

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You probably don’t want to meet the civilisation that came up with “the handy skull holder.”

PN: Underworld broke, more or less, from the whole old school thing and tried to take a new tack. So it’s awesome that it influenced folks, it’s awesome that it’s still very relevant today, and it feels very modern in a lot of ways today.

I think those were all reasons for why we decided this was going to be the game [OtherSide] would do first as a studio.

IG: For people, like myself, who love that style of emergent gameplay … I find in the other Looking Glass titles, Thief and Thief II, these games … I guess the philosophy is to set up some basic rule structures, and then allow the player to experiment with those a little bit, even surprise the people who’ve made the game. In Thief for example, people used to stack crates to reach parts of the level they weren’t necessarily supposed to reach [laughs] Is that the sort of thing you’ll be aiming for again in Ascendant?

PN: Yes. That last piece about players coming up with clever solutions that the game designers didn’t think were possible, or didn’t come up with themselves … “wow, didn’t know you could do that!” That’s kind of the litmus test in a way, for when we’ve done our job right.

The way that we think about it is … we’re creating a deeply immersive world, far beyond just the visuals. When people talk about 3D immersion, it tends to be virtual reality and the visuals – not that visuals aren’t important, because they are, they’re immediate. But deeper than the visuals, the more visceral “can I feel like I’m in this world?” In a lot of games crates might be fixed, or you bounce them around but nothing really happens. But if you’re making it deeply immersive, you can do stuff with the crates as if you were in the room with them.

If you create that whole simulation in a way that’s very authentic … and it’s not just one system, what’s interesting is once you’ve put it together it’s almost a critical mass. You have a physics system, you have an audio system.

Thief was a lot about stealth. That was one very important component; the audio environment created a reactive, immersive environment. Something we learned doing stealth was that audio environment was essential. You as a player could hear the guard coming closer to you from down a corridor … because people, they take all these subtle cues they may not even be conscious of. You learn when you’re young that if you’re in a room with a set of corridors and everything, your mind is trained to know what a sound is like when it comes around a corridor. And if someone breaks line of sight, the sound changes suddenly. But you know they’ve come around a corner, even if you can’t see them.

If you don’t do sound propagation in that way, it doesn’t make that connection in your mind and so it doesn’t feel real. As soon as you do create that audio connection, and it works the way it would in real life, and the visuals work correctly with light propagation and all the other elements that go into it, there’s a critical mass where there’s a suspension of disbelief. Suddenly it feels real.

You know, “I’m really there, and the things I do in this world really matter.” That’s the difference between just creating a beautiful world with lots of pretty pixels to look at, and something that feels like a real world.

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Looking Glass were exceptional at creating “lived in” spaces and worlds. Hopefully Ascendant can do the same.

PN: And out of that comes the immersive behaviour, when the systems are all working. It’s … a difficult thing to explain to somebody who’s not a game designer. It’s not obvious. For beautiful graphics you can just show a screenshot and everyone gets it. That’s easy to convey.

But this kind of deeper level, it’s something you feel in your gut when you’re in the game and playing it. It’s a hallmark of the games we did at Looking Glass, it’s really a hallmark of the Underworlds.

We want to go much deeper and further on that. Go beyond the starting level we reached of suspension of disbelief and to push that a lot deeper. We’ve got what we’re calling the Improvisation Engine, which is really our suite of technologies to drive that further. Stealth stuff we’ve learned from games like Thief, physics simulation and all these systems. Blending these systems in a permeated way … the player at first may not realise, but as they start playing … the really cool thing is a sense of sandbox being really, completely open.

There might be ten ways, or one hundred ways, I can “solve” an encounter. And there’s no right or wrong. Some ways may be easier for me, less risky, so in that sense they’re “better” solutions, but it’s totally up to you. And that’s the open-ended, player authored experience. We want to empower the players to come up with their own clever solutions, and we feel good about that.

They’re not solutions that we as designers say “we’ve designed this room so that there’s a stealth way to win it, and a fighting way to win it.” The designers already thought about it and … not that that’s a bad way, I’m not saying that’s the wrong way to do it. But that’s a different design sensibility. That’s “we’ve set this up in a very crafted way, a more linear way, and there’s one, two or three solutions.” Deus Ex kind of did the three solutions for everything.

Our way is … there’s nothing crafted on solutions. You may find something that’s just bizarre, good for you!

IG: [laughs]

PN: You solve it moment to moment with very fluid dynamics, you can solve things in a stealthy way, and then tomorrow you solve it in a fighty-er way, next day you just outwit the creature and you don’t use stealth of fighting at all. Use some clever thing we never even thought of.

We’re setting up player authored experiences, where they can really improvise, where there’s a huge palette of things they can do. No two players will have the same experience. If they talk to each other later about how they got through a particular section, it’ll be like “you weren’t even playing the same game as me!” That’s another kind of litmus test.

We were exploring that with the [original] Underworlds. The difference between System Shock, moreso with Thief, and more modern games of that ilk, like BioShock … they’re centered around a prescribed character. You had Garrett the thief. It’s not a role-playing game in that sense. The classic role-playing game is … I create my own character, my own hero. It may be a wizard, it may be a fighter, a thief, or maybe some interesting hybrid, or whatever.

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Three of potentially thousands of intrepid heroes.

It’s my character, I’m going to build the skills, abilities and look and everything. There’s a million ways to do it and my character is going to be unique to me. Maybe a wizard who has some stealth skills, who can also do some cool crafting stuff, and has a particular look. And that’s my ‘Grahg the Wizard.’

Having that character probably means you’re going to play the game a little bit differently to someone who creates a tank-like fighter, who happens to have a little bit a stealth in their back pocket. And so … it caters to that role-playing sensibility, which is a very different sensibility to “I’m Garrett the thief, and it’s all about me being a thief.” Those aren’t role-playing games, at least in my book.

System Shock was maybe borderline, it had some of those role-playing elements. But traditional role-playing games, certainly fantasy, we never went back to it [at Looking Glass] and we really wanted to. This is our opportunity to do that. Taking that role-playing and putting it in an immersive, player authored world. That’s pretty unique. Not a lot of people … maybe nobody, is doing that.

IG: Presumably if you’re going to be able to choose different skills and perks, or abilities, at the start when you create your character … how is that going to marry up with the openness of approach? For example, if I make a character who isn’t all that stealthy, is that going to limit my ability to get around situations; or am I still going to be able to do that, but it’ll be more difficult?

PN: The ideal here, whether we achieve the ideal or not, is that any given encounter … Let’s say you’re that character, you don’t have any stealth. You’re a fighter with a little bit of magic, but you’re really not good at stealth.

You can still baseline. I mean in the Underworlds there’d be a native background where, if I don’t blunder in and make a lot of noise, creatures that are not very observant … you know, you could be a pretty incompetent thief. You don’t need any special skill, as long as you carefully walk around and keep your distance, odds are that [less observant] creature is not going to see you. That’s using stealth, but it’s using no particular skill.

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Bright lava, of course, tends to make any stealth a bit tricky. But at least it masks sounds.

IG: Right, okay.

PN: But the other point of that is, if we do our job right, there’s a whole bunch of ways you could resolve that encounter which have nothing to do with stealth. We’d avoid ever having any situation where, in this part you need to use stealth, and you need to use pretty good stealth. Otherwise you’re just going to get frustrated.

That would be a bad scenario, we’d try to avoid that. So, a particular situation might be harder; if you were good at stealth, that might be a good solution. That would work pretty well as a lower risk, more effective solution. But you’re not good at stealth so that’s not really an option for you. Now you’ve got to think of maybe combat, or magic, or something clever where you outwit the creature. Maybe none of those options are quite as good as stealth here, but they’re all valid. There’s seven … fifteen ways you can resolve it. That’s the goal.

IG: Regarding the faction aspects that you’re bringing to this, what kind of interactions will players have? Are they going to be giving quests in the traditional style, or is there going to be more of a freeform, emergent type interaction with those characters?

PN: We’re going to be revealing more of the faction stuff further along with the Kickstarter, but what I can share with you is that … to the last question, yes, it’ll be more emergent, more free-flowing. That was somewhat true of the original Underworld. I guess the way to phrase that is we will avoid creating quests that are clearly “here’s your quest, you’ve got to go and do this.” Then a quest arrow that points you where you need to go next.

IG: Sort of prescriptive, fetch-quest kind of things?

PN: Well, putting aside scripted or fetch … the fact that the player is given a very abstracted out “oh, you’ve been given a quest, now you get a quest icon and here’s your arrow to go on it, plus a check-mark box to solve that quest.” It’s a very hand-holdy approach, and it’s a very … taking you out of “this is a real fantasy place.” Because if you were really in this underworld, you wouldn’t have little quest bubbles.

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Dark Elves, Dwarves and mushroom-like Shamblers all dwell below.

IG: If somebody tells you to find the temple, you don’t automatically know where that is [laughs]

PN: Yeah, you don’t get a kind of Google glass, augmented reality. If you were doing a sci-fiction game that would fit the fiction and might make perfect sense; but in this kind of fantasy game … no.

Anyway, we’re trying to make it feel real. Real as in “you’re really in this fantasy world, you really are this character.” So we’re going to ask a bit more of the player. We’re not going to have the overt “you have quest number seven and remember it’s in North-to-North-West, and here’s the arrow.” It’ll be much more open. But it’s not 100 percent that way. We do know players are humans and there’s always – and I’ve done this myself – you play a game for twenty minutes, you go away for a long weekend, you come back and you forget where you were.

If you were really in the fantasy world you wouldn’t be doing this, right? But people do have lives outside playing these games. There’s a balance there. We’re going to try our best to avoid the overt abstractions of hand holding. The benefits of … I mean that is more challenging, and we know that more casual players, people who aren’t used to playing role-playing games, there’s some learning curve there.

We’ll live with that, because this game is not made for casual players. It’s not going to be super hardcore, punishing, or anything like that, but there is more of a challenge. That goes back to this player authored experience. If we’re putting control back in the player’s hands, how they’re going to solve the “quests,” what order do they want to do it in? We have to put it in their hands, we can’t feed it to them and say “you need to do one, two and three.”

What if they decide to do three, skip two, and come up with their own idea to just explore a different area. That’s okay! We’re not going to be boxing them in on that. I think Underworld did that more or less. It did have quests and stuff, but we’ll be doing things a little differently on the new one.

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I always knew mushrooms had it in for me.

IG: You’ve mentioned that some former Looking Glass people are going to be part of this. I noticed Tim Stellmach in the Kickstarter video, is anybody else working on Underworld Ascendant?

PN: It’s a pretty short list of people who worked on the original Underworld, but there were only five people on the core team [laughs] It wasn’t a lot of people to start with.

Tim [Stellmach] was with us back then, and he ended up being the lead designer on Underworld 2, plus he did a ton of work on the Thiefs and some on System Shock and everything else. Tim and I worked together for a long time.

Austin Grossman, who did a lot of the writing and narrative design on Underworld 2, System Shock, Deus Ex and Dishonored, learned his craft at Looking Glass. He’s in an advisory role, he’s not a day-to-day guy.

Steve Pearsall, he was a producer of Thief Gold and Thief II, wore a lot of hats. I think he joined Looking Glass around ‘95.

Warren [Spector] is creative advisor, and he’s given a lot of good insight to the project as well. He was working at Origin at the time of the Underworlds. He was our producer, but he was more than just a producer, he’s a super talented designer. I knew Warren some years going back before that, we were collaborating on a couple of projects at Origin, so we got to know each other. He was great. He’s still great [laughs]

Then we have some other folks who are more current generation … not old guys like us. Joe Fielder, who did most of the dialogue on BioShock Infinite.

We’ve got Robb Waters who’s an old Looking Glass guy. He did some of the concept art and original art in System Shock. Then on System Shock 2 and on Thief. Robb’s done a lot of the concept art for us on this project.

So we’ve got a range of people who we’ve just started working with as a team, and couple of us older folks who go way back.

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Maybe we’ll get to mediate in Dwarven labour disputes.

IG: If you have time for one more question, I was just going to ask about the potential for modding. I’ve noticed on the one million dollar stretch goal, there’s a suggestion you would release a Builder Toolkit for fans. Would that effectively be the same tools that you’re using to build the game? The DromEd [Thief level creation tools] to the Dark Engine [engine used for Thief], if you like?

PN: Yeah, absolutely. We released DromEd, but it wasn’t right away. We’d want to do it with a nicer wrapper and more support, more community tools and such. It’s not the old school of throw it over the fence and “good luck with that, guys!”

IG: [Laughs]

PN: That’s the expectation, it’s not … a lot of people are doing that today, so, it’s not a huge innovation in it’s own right. But I just think it’s very cool, and we know that there’s fan communities out there who love this stuff, so we want to build that into our plan and have that available.

We haven’t locked anything down, but we may even give people access to it before we’re at the final version. During beta would be cool, if we can do that. I don’t know, we haven’t thought through all of those details yet [laughs] But if we can, we will. Assuming we hit the stretch goal!

We’re hoping our fans step up to some of these stretch goals, because these aren’t simple little games to make. Unfortunately it takes a healthier budget than some other games to really innovate and create this type of deep experience. Our baseline of $600,000 is not modest, and it doesn’t include some of this cool stuff. We have stuff beyond what we’re showing at the $1.2 million level that we really want to do [laughs]

IG: Well, it’s off to a pretty cracking start.

PN: It is, and it’s great to see that. Not just the funding coming in, but the feedback and the comments.

IG: Great, thanks very much for speaking with us.

PN: Thank you.

The Underworld Ascendant Kickstarter campaign can be found at the following link.

Peter Parrish


  1. Thanks Peter! 😀

  2. perhaps you should put this into the podcast rss feed?

  3. ha nevermind it already is 🙂

  4. Funding is halfway there, can’t believe we’re gonna get another UU, and from these guys!

  5. Great interview cheers peter

  6. I want to believe as I always was a massive Looking Glass fanboy and I still have fond memories of both the Underworld games (in fact, in many ways I still rate them on top of the dungeon crawling genre, unmatched in several aspects), but to be honest that “early prototype” footage was extremely underwhelming.
    I get it, it’s early and it’s a prototype. but I swear I’ve seen amateurish mods made with no budget that could put this to shame; it seemed footage from a 2001 game.

    I’d like to hear some strong reassuring about how much visuals and tech are going to improve later in production.

    Oh, and the engine being Unity isn’t particularly encouraging either. Has there been any Unity game that didn’t perform terribly compared to what it offered visually?

    1. “I’ve seen amateurish mods made with no budget that could put this to shame”

      In less than 2 months?

      1. Hum?
        They’ve been working on this since July 2014.

        Beside, one year or one month doesn’t change the point: if it looks like shit, it works poorly as a pitch.
        Proof: the Underworld legacy alone should have been enough to make this fully funded in six hours, if the presentation was a bit more encouraging for backers.

        Conclusion: I seriously hope this isn’t anywhere resembling how the game is going to look in the end, and since so far it doesn’t look like they are addressing the point anywhere in their Kickstarter page, I’m going to point my concern on the topic.

        1. A few thoughts from me:L ike you mentioned, it is a “early prototype” so trying to judge the quality right now is like trying to judge a book by the reams of paper that it will eventually be printed on. This isn’t even an alpha, this is pre-alpha. For a pre-alpha prototype, it looks fine to me!

          Also, as they mentioned in the article, what *really* makes a game world feel “real and immersive” isn’t simply the graphical tech behind it, but even moreso the way you can interact with the world and how well the world feels “lived in” and “believable”.

          Plus, I would not worry in the least about the game being made in Unity. I think you are confusing the Unity Webplayer with a stand-alone Unity game. Yes, the webplayer can have performance issues with some games, but a stand-alone Unity game is mostly limited to the user’s hardware, not the limitations of a browser.

          Lastly, Unity 5 can put out some *amazing* 3D graphics, have you seen the latest screenshots of it?? I swear they look as good as some games that used the Unreal 3 engine. So again, I don’t think it is any problem in the least that Unity will be used. In fact.. if it is made in Unity, it will probably take less development time and be a lot easier to port to other platforms later. 😀

          I’m really excited for this new Underworld game if you can’t already tell! WHOOHOOO!!

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