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The rise and fall of Project V13, the online Fallout game that never was

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The post-apocalypse can be a lonely wasteland or a place for survivors to come together and rebuild. The Fallout role-playing game series has traditionally cast players as exceptional wanderers. But since its earliest years, some fans have yearned for a massively multiplayer version of the game, where players could form communities and team up against monsters or rival groups.

That’s exactly what developer Bethesda Softworks is trying to deliver late this year when it releases the multiplayer survival game Fallout 76. But Fallout 76 isn’t the first time a studio has tried to make an online Fallout. In 2007, the series’s original creators started building a massively multiplayer game that would have taken Fallout in a new direction, only to fall into a legal battle as contentious as any wasteland gang dispute.

That game was known as Project V13, and it was probably never going to exist. But if it did, it might have let players crack elaborate puzzles, meet one of Fallout’s greatest villains, and (sort of) travel through time.

Early Project V13 concept art, cityscape
Early Project V13 concept art.
Image: Interplay / Natiq Aghayev via Wikia

The idea of a massively multiplayer Fallout game is almost as old as the series itself. It dates back to the late 1990s, when California studio Interplay Entertainment was basking in the success of Fallout: A Post-Nuclear Role-Playing Game and its sequel Fallout 2. But while Interplay’s founder Brian Fargo told GamesTM magazine he’d been excited about the idea, the rest of the studio was apparently skeptical. They started work on a single-player role-playing game codenamed Van Buren, which was set to be the next big Fallout title.

Then, Interplay crashed hard. Facing budget shortfalls, it was taken over by French company Titus Software, which gutted its studios and laid off the entire Van Buren staff. It released a widely hated Fallout spinoff called Brotherhood of Steel, and its finances became so dire that the offices briefly shut down in 2004, while CEO Hervé Caen tried to reassure reporters that the company was “still here.” But later that month, Caen announced that the company was ready to rebound by focusing on massively multiplayer online role-playing games, including one set in the world of Fallout.

Early Project V13 rifle concept art
Early Project V13 rifle concept art.
Image: Interplay Entertainment / Caleb Cleveland via Wikia

The plan lay dormant for a few years, until 2007, when Interplay sold most of the Fallout franchise to Bethesda Softworks. It cut a $5.75 million deal that would leave Interplay with the rights to build a massively multiplayer Fallout game, as long as it secured $30 million in financing, commenced full-scale development within two years, and launched within four years after that. It was an ambitious timeline for the developer of any big online game, let alone one in the dire straits Interplay had found itself in.

This agreement would supposedly shore up Interplay’s finances and let it realize a long-imagined project. But according to Hervé Caen’s brother (and later Interplay CEO) Eric, it was a calculated gamble for Bethesda. Caen claims Interplay had offered to sell the MMO rights, but that Bethesda had balked at the proposed $50 million price. Instead, it agreed to terms that the shrunken, cash-strapped Interplay seemed unlikely to satisfy, on the condition that it could recover the rights for free if (or when) Interplay failed.

Whatever Bethesda’s plan, Interplay started laying the groundwork for a project codenamed V13 — short for “Vault 13,” the starting location in Fallout. Project V13 would be led by one of the original Fallout creators, Jason D. Anderson, who had left the games industry after the collapse of his studio Troika. In a 2012 GamesTM magazine interview, Anderson said he’d aimed to realize a vision of Fallout that ‘90s game graphics couldn’t handle, influenced by things like Frank Miller and Geoff Darrow’s near-future noir comic Hard Boiled and Terry Gilliam’s retro-futuristic film Brazil.

“You would emerge from a tunnel and you would go, ‘Oh, this is nuked New York.’”

Anderson didn’t respond to a request for an interview with The Verge. But freelance artist Caleb Cleveland, who worked briefly on V13 in late 2007, describes the early conceptual style as a kind of elaborate urban retrofuturism, with less of the “big orange wasteland” found in earlier games. “[Anderson] wanted to create individual skylines for metropolitan areas so you would emerge from a tunnel, and you would go, ‘Oh, this is nuked New York,’ and there would be this giant crater you’d have to navigate,” he says. “Radio City Music Hall would be a quarter mile high — it would be gigantic. … There would be monorail tubes everywhere, just to make it look as ‘50s and crazy as possible.”

But Anderson slowly decided that the project was hopeless. “It was impossible to get anything approved through Bethesda,” he told GamesTM. And when he looked at the stringent terms of the contract, “it became very clear to me that Bethesda had no intention of ever allowing Interplay to actually create an MMO.” In early 2009, he left Interplay for a job at InXile Entertainment, working on a sequel to Fallout’s spiritual predecessor Wasteland.

Fallout Project V13 concept art, factory landscape
Project V13 concept art from Interplay’s forums two months into the lawsuit.
Fallout Project V13 concept art, airplane
Image: Interplay / Serg Souleiman via Wikia

Interplay was still intent on salvaging Project V13. Just before the contract’s two-year deadline, it announced a partnership with Bulgarian developer Masthead Studios, which was working on an upcoming MMO called Earthrise. The move wasn’t enough to convince Bethesda that real work was going on. It notified Interplay that it was terminating the license, then filed a lawsuit to stop Interplay and Masthead from working on the game. But for once, Interplay got some good news, when a judge denied Bethesda’s request for the injunction. By mid-2010, V13 had a real name: Fallout Online.

Fallout Online’s announcement was low-key, little more than a 30-second teaser trailer and a signup page for a future beta test. But seeing the legally embattled Interplay commit to a release was a big deal. “Fallout Online is clearly going to be the best MMOG ever,” said The Escapist semi-jokingly. “How do I know this? Because the only way the game could even exist at this point is through some pretty determined divine intervention.”

Behind the scenes, however, Bethesda argued that Interplay had very little to back up its announcement, and that even if it had, it was breaking the terms of the contract in other ways. Interplay had a minuscule staff on its own, and Bethesda claimed the outsourcing deal with Masthead violated the licensing agreement. It also claimed that Interplay was only authorized to use the name “Fallout,” not any characters, creatures, names, iconography, or settings from the series. The contract was convoluted enough that this seems debatable, but it gave Bethesda a lot of leeway regardless.

Bethesda claimed Interplay could use the name ‘Fallout’ but none of its characters, creatures, or settings

Interplay disputed Bethesda’s arguments, and it produced thousands of pages from a design wiki to show its progress, as well as a tech demo where players could wander around a desert landscape. The court sealed these pieces of evidence, but some fragmented public details suggested that the team had mapped out 65,500 square miles of terrain, designed and modeled many characters and creatures, and extensively outlined quests and dialogue, including a “game-worldwide meta-puzzle” that would encourage players to cooperate.

A lot of this progress relied on work from Masthead. But even after Anderson’s departure, Interplay’s team still featured some prominent Fallout veterans, including Fallout lead designer Chris Taylor and dialogue writer Mark O’Green. And based on O’Green’s description, Interplay had some genuinely ambitious plans for the game.

Project V13 concept art, snow city
Image: Interplay / Serg Souleiman via Wikia
Project V13 concept art, desert landscape

O’Green tells The Verge that the already post-apocalyptic Fallout Online was going to start with another apocalypse. By the time Interplay started serious development, it had settled on an American West Coast setting that would span parts of Oregon, California, Utah, Arizona, and Nevada, close to where Fallout and Fallout 2 took place. But around the beginning of Fallout Online, something would trigger an almost comically long series of disasters — potentially including asteroids, volcanoes, nukes, tsunamis, and a resurgence of the series’s powerful Forced Evolutionary Virus. “It wasn’t going to be completely torn down, but we were going to tear it up again a little bit,” says O’Green.

The idea behind the apocalypses was partly to create a world that was still believably chaotic after 200 years and partly to set up new storylines, some of which pushed the series’ science fictional limits. “We had things that were happening in multiple timelines at once, particularly around the nuclear test sites in Nevada, where you actually would have potential almost for — we wouldn’t call it time travel, but something almost like that,” he says. Players might have been able to go back and experience moments from the earlier games, or old characters might have popped into the present.

the original final boss in ‘Fallout’ was really coming back

Speaking of old characters, O’Green elaborated on one tantalizing hint from the trailer: a graffiti reference to Fallout’s megalomaniacal final boss the Master. “We did a ‘Master returns’ thing. It wasn’t going to be right away, we wanted to open up some content as we went,” he says. (Sadly, he doesn’t remember how this was supposed to happen.) Interplay was also reviving some mutant humanoid raccoons that were cut from Fallout, in addition to designing new creatures like a group of creepy psychic children inspired by horror film Village of the Damned. Beyond the existing major Fallout races, subscribers could have played a crafty and powerful female version of the game’s usually dim-witted Super Mutants — “very large, very smart, not ugly at all.”

Fallout Online newsletter Church of Harold brochure
An issue of Fallout Online newsletter The Armageddon Rag, featuring original Fallout character Harold.
Image: Wikia

O’Green also explained the reference to a “meta-puzzle,” which he called a “superquest.” Fallout Online was supposed to feature server-wide quests that would unlock new game elements when solved, as well as “superteams” that players could join to solve them. If a team cracked a puzzle, its members would split a reward pool.

But the game was far from ready for launch. Although Interplay and Masthead did create a recognizably Fallout-based space that players could explore, O’Green says it wasn’t large, and it doesn’t sound like something that fans would have found satisfying as an alpha or beta demo. And as the lawsuit dragged on, the odds of the game ever seeing release dwindled. “I joined [Project V13] before the lawsuit, so it was, ‘Yeah, this thing’s got a shot!’” says O’Green. “My personal opinion when that lawsuit showed up was, ‘The chances of us doing this game are just about nil.’”

Bethesda had very little to gain from Fallout Online going forward, even if Interplay had been in good shape to launch the MMO. Its critically acclaimed Fallout 3 had been released in 2008, and indirect sequel Fallout: New Vegas came out in 2010. Fallout Online was set in roughly the same period as Fallout 3, and one prominent Fallout character appears in both games, so Fallout Online would have split the series’s timeline along two dramatically different paths. Where Fallout 3 took a fairly grim and serious tone, Fallout Online was supposed to have more of the series’s trademark dark humor. If Interplay’s game was bad, it would hurt the entire Fallout brand. If it was good, it would weaken Bethesda’s control over its own fictional universe.

Leaked V13 screenshot, November 2009
A leaked Project V13 screenshot from November 2009.
Image: Engadget

Interplay tried to prove its development history with things like wiki edit timestamps. But based on court transcripts, its explanations confused and frustrated the judge. Masthead had also been threatened with legal action, and it stopped working with Interplay in mid-2011, with no plans to restart unless Bethesda lost its case. In early 2012, Interplay finally folded, taking $2 million from Bethesda and losing the remaining rights to Fallout.

Interplay could technically have released Project V13 as a generic post-apocalyptic game, but according to O’Green, it no longer had the resources to launch an MMO. And under Bethesda’s expansive terms, even minor similarities with Fallout could call down the company’s ire. (It’s something Bethesda has become known for.) Interplay briefly repurposed the name for a single-player, post-apocalyptic role-playing game, which O’Green was set to work on. But a crowdfunding effort raised only a few thousand dollars, and the project evaporated. Today, Interplay appears to be little more than a licensing agency for the franchises of its golden years — not, obviously, including Fallout.

Adam Risdale Project V13 rifle mod, Fallout 4
Modder Adam Ridsdale’s interpretation of a V13 concept gun for Fallout 4.
Image: Adam Ridsdale / Imgur

Fallout 76, with its (relatively) near-future rural Appalachian setting and focus on survival, bears seemingly little resemblance to Project V13. But V13’s legacy hasn’t completely vanished. After enough years had passed, Caleb Cleveland posted a few pieces of concept art for weapons and armor online. Modders found the designs and started turning them into real items for Bethesda’s Fallout games, figuring out how his imaginary guns might have been fired and loaded.

“These modders have taken it and made something really, really cool and special. And in that way, it brings a smile to my face,” says Cleveland. “V13 maybe didn’t achieve creation the way it was intended. But it still achieved it. There are parts of it out there all over the place.”