Noah Falstein was co-designer of the graphic adventure game Indiana Jones and the Fate of Atlantis (with project leader Hal Barwood); at the time of the game’s making, he was one of the most experienced programmers/designers at LucasArts, having worked on earlier games such as Koronis Rift, PHM Pegasus and Indiana Jones and the Last Crusade. Fate of Atlantis was released in 1992 to critical acclaim and commercial success.

This conversation with Noah was conducted by Gunnar Lott on November 9th 2019 via VoIP call. The recording was originally published as an audio podcast on Here’s the full audio:

The audio interview was transcribed by Christian Beuster. The transcript was subsequently edited for clarity and better readability.

The interview was a supplement for the episode on Fate of Atlantis (in German language). Stay Forever is Germany’s leading podcast on retro gaming.

Please link to this page and mention Stay Forever when you quote.

Stay Forever:
Could you please introduce yourself in a few words, where you came from, what you do now?

Noah Falstein: Sure. My name is Noah Falstein. I am a long-time game designer and have been working in the games industry since 1980. My early years were mostly at big companies like LucasArts. Then I did a lot of freelancing, and most recently as a full-time job, I was chief game designer at Google for four years. Now I’m working with games and medical applications.

Stay Forever:
You’re at a party and somebody has heard that you’re a game designer, and he walks up to you and says “I heard you people have philosophies. What’s your game design philosophy?”

Noah Falstein: That’s an interesting one. Well, I think the thread that has gone through my work in game design – it wasn’t quite intentional, but looking back, I’ve realized I’ve had a pattern – is that I like to make games that use their interactivity to adapt to what the player wants. So that rather than force them to play my way, the game can actually adapt to their personal preferences. I don’t know if that’s so much a philosophy as a characteristic quality that a lot of the games I’ve worked on have had. And ultimately one of the things I love about games is that they’re incredibly varied, and I’ve done many different things and taken many different approaches over the years. So there is no one particular way I like to do things.

Stay Forever:
We’re here to talk about Fate of Atlantis, but let’s start with the previous project, Indiana Jones and the Last Crusade. You were one of three designers for that game which shipped in 1989. Could you tell us about what happened design-wise on that game, and then how this ended and transitioned into Fate of Atlantis?

Noah Falstein: It was exactly 30 years ago this year that Last Crusade came out, both the movie and the game. I’ve actually been doing some retrospectives with David Fox. Ron Gilbert was the third designer, and we were all co-project leaders.

I should explain that the role of a project leader at LucasArts, actually Lucasfilm Games, was something unique to the company. It involved a very high level of responsibility that grew out of the way the games were made in the early 80s. The first games pretty much were one person or sometimes a very small team, and the person in charge had to not only be the lead designer, but was also the main programmer on the game and essentially what a producer would be today, managing the production issues and working with the people doing all of the outside aspects of the game, like the box and the manual. So he had a lot to do. At LucasArts we started experimenting with having multiple project leaders on a project. Last Crusade was the only game, I believe, that ever had three co-project leaders. It was a bit of a special case for many reasons. 

I had started on Last Crusade on my own, but we had an extremely tight schedule wanting to get the game out in about seven or eight months to coincide with the launch of the movie Indiana Jones and the Last Crusade. I realized I was just getting overwhelmed, that there was no way I could do it on my own. David and Ron both had the most experience in making our adventure games previously and were kind enough to drop their current projects and come and work with me. The three of us together created Last Crusade. 

And I would say, relevant to Fate of Atlantis, one of the things that I was working on from the beginning and that became incorporated in the Last Crusade game was this idea of having a game that had different qualities for different people. So if you came in and you liked action and you wanted to fight and blow things up, there were a lot of opportunities for that. If it was more about puzzle-solving or about dialogue puzzles, each of those were included. We felt that that was appropriate because Indiana Jones as a character had all these different qualities of being an archaeologist, but also being a fighter and a man of action and a man of romance and relationship. We wanted to try and capture all of that in The Last Crusade, and that really held true all the way through the Indiana Jones series.

Stay Forever:
If people talk about Fate of Atlantis, what they usually mention is the three paths and how special that is for an adventure, especially at that time. But I always found it a logical development coming out of Last Crusade where this had started already.

Noah Falstein: I think that element of design in Fate of Atlantis grew out of the mini games and the fistfighting and the various other things that we did in Last Crusade. And I will take credit, I think I was really the person who pushed that for Last Crusade, although all three of us were certainly heavily involved in every aspect of development there. 

But in Fate of Atlantis, it was more clear in that what I wanted to do was to have not just the different game elements, but to separate them into the three paths that we did, so that if, for example, you didn’t particularly enjoy the fistfighting, there were ways to get around it. Because that was an element of controversy in Last Crusade where people who didn’t particularly enjoy the action found that they were forced to do fistfights when they would rather do puzzle-solving.

We tried to put some alternate solutions to puzzles in Last Crusade, but in Fate of Atlantis we went a step further and made sure that there were entire pathways that were emphasizing one aspect or another, and I think that was unique to games at that point. There were other games later on from companies like Westwood; they did a Blade Runner game that was influenced by Fate of Atlantis and went into multiple pathways much more deeply than we did. It was an excellent game. But up to that point, games pretty much tended to be one thing or another, you know, aiming at one audience. Fate of Atlantis in particular was, to my knowledge, the first game that really tried to adapt itself and be different for each type of player that we had.

Stay Forever:
Let’s go back to the Last Crusade. So you were three people, how did you divide up work?

Noah Falstein: Well happily, that was a fairly organic process. One of the things that worked is that we all were good friends and had a very positive working relationship, and even now, 30 years later, have continued to work together on multiple projects. It was mostly a natural balancing. For example, Ron had created the SCUMM system and was, I believe, the best coder among the three of us. When there were technology issues, he took the fore and worked with the people who were expanding the SCUMM engine that we were using to create the games at the time, and specifically added in features that were necessary to do some of the action games and mazes and some other things that we experimented with in Last Crusade. 

David ended up working with the artists more than Ron or I did, and not for any particular reason other than that was an interest of his. He got very deeply involved with some of the depictions of the rooms, that sort of thing. 

And I was working a little bit more on some of the dialogue puzzles and some of the structure of the game. That came partly from being the first person on the project and having thought about it for longer than the other guys had. 

But all in all, we mostly looked over each other’s shoulders and made corrections. And right up until the end of the game, it was a very comfortable relationship where we would actually disagree quite frequently, but it was not a problem so much as a way to enrich the game by debating all the issues. When two people would believe one way and the other would believe a different way, it was actually just as likely that the one person would convince the other two as that the two would use their majority to push through their point of view. We were very open to each other’s views and really knew that we were pushing the realm of game design and wanted to make the best game possible. So we traded off roles as was appropriate and necessary.

Screenshot: Indiana Jones and the last Crusade


Stay Forever: When the game was shipped in 1989, this relationship came to an end because each of you went off to different projects. Could you describe how this came about and how the sequel, Fate of Atlantis, was started in a different setup?

Noah Falstein: Well, LucasArts – I believe we had just changed to the name LucasArts, or were in that transition right about that time – had a very open structure where people moved between teams very frequently. In my case in particular as I was working on several different projects at the same time; it’s something I’ve always enjoyed doing. I like a lot of variety. But with Last Crusade, that was such an intensive game that I was pretty much on that 100% of the time. There was a little bit of spare time I had for some of the World War II flight simulators that we were working on concurrently, I think Secret Weapons or the Luftwaffe. I was doing some testing on that, which was a nice break from the Indiana Jones game. Might’ve been Battle of Britain actually, now that I think of it, but I worked on all three of those World War II flight sims as well.

When Last Crusade finished, it had been very intensive. We all took a bit of a break after that, in the late summer of 1989. That was also a time when there were a lot of new things starting up. I was noticing that Hal Barwood came to work for Lucasfilm in the beginning of April, I think, in 1989, and I was assigned to work with him and help get him up to speed.

So that was something I was doing while Last Crusade was finishing, and as Last Crusade ended, I spent more time working with Hal and he ended up gravitating towards the idea of doing a sequel to Last Crusade. That was a natural fit because Hal had come from the movie industry, had actually never worked professionally on a video game before. So I became his mentor for games and for the way that LucasArts did game development, and in turn, I learned a huge amount from him about not only how films were made, but just about storytelling and dialogue. I continue to learn from him, he is an amazing man. 

So that was a fairly chaotic time from late summer through early fall of 1989. In fall of ‘89 there was also the decision to work on a new project that Steven Spielberg had brought to the group that didn’t have a name yet, but ended up being The Dig, and I was chosen to be the project leader on that game. So my role with Hal was as a co-designer, but Hal became the project leader on what became Fate of Atlantis.

We continued to work together quite a bit on the project, but my time was split among multiple projects from The Dig to Fate of Atlantis to some work on, I think, Secret Weapons of Luftwaffe. So that was overlapping with the early work on Fate of Atlantis.

Stay Forever:
Was it common in the company that people were splitting their time between projects, or was that something that was special to you because you liked variety, as you said?

Noah Falstein: I think I probably did it more than most of the other project leaders. Some of them tended to focus on one thing at a time. Brian Moriarty, for example, tended to be very focused on one project at a given time. But Ron and I probably both collaborated on multiple projects, in Ron’s case partly because of his work on the SCUMM engine, so any of the adventure games he ended up getting involved with. 

David Fox already at the end of Last Crusade was moving off into a different group to do location-based entertainment at Lucasfilm, a group called Rebel Arts and Technologies that never actually published a public project. But he worked on several location-based games, some very elaborate games that were meant for arcades or theme parks. Unfortunately, that division of the company never quite gelled, so it didn’t work. 

But each of us were working on multiple things, so it wasn’t that unusual. I think I certainly took it to a higher level than most of the other people there.

Stay Forever:
So you were doing The Dig and helped with the early work on Fate of Atlantis, and then the things happened around The Dig that happened and you drifted fully back in order to work with Hal on Fate of Atlantis. Is that how it went?

Noah Falstein: It was a little more complex than that. Looking back at my notes from those years and just remembering it, a lot of what we did was reactive based on developments. There were changes in the management of LucasArts. Steve Arnold, who had been my boss for pretty much the whole time I was there from ‘84 up until around 1990, left the company around then and Doug Glen took over, and then someone took over from him. And all of this happened in fairly quick succession during the time that I was working on Fate of Atlantis. There were layoffs in the company. I was actually laid off in early 1992 while Hal was still working on Fate of Atlantis. 

So I got to be involved with the entire design process and a lot of the early kick-off, but Hal was the project leader and the one who saw it all the way through. But because Hal was new to the company I ended up having, I think, an outsize influence on things. And even after I left LucasArts, Hal and I remained friends and I would come over and talk to him and give him some feedback on how the game was going. I did a lot of early testing on the game. So I was involved all the way through, but mostly on the design side. 

It’s probably worth saying that at first, the idea was that we would do another Indiana Jones game because The Last Crusade was the most successful game that LucasArts had done to that point. I think we sold about a quarter million copies, which by today’s standards is not a lot at all. But in the late 80s that was a really big hit. I don’t remember our total budget, but it was probably a few hundred thousand dollars, maybe 200,000 or 300,000 for the entire game, maybe even less than that. I think LucasArts’ cut was somewhere between $6 and $10 a copy that we sold, so it was extremely profitable, it made many times what it cost to produce the game. So there was a lot of eagerness to do another Indiana Jones game. 

At first, Hal and I were given one of the scripts that had floated around by an author named Chris Columbus, who worked on a lot of different movies in Hollywood. He had a script he had done for the third Indy movie that was rejected, and they chose the Last Crusade script instead. And I think George Lucas suggested that we take a look at the script and maybe base the game off that. But the more we looked into that script, the more unhappy we were with it, and we saw why they had rejected it as a movie concept.

In fact currently it’s available online. I’ve seen it in a few places. It was about Sūn Wùkōng, the stone monkey king, which is a very famous Chinese legend. I was actually just recently going through some old boxes in my garage and ran across my notes on the script. I had been very sarcastic about how misogynistic and painful it was to read that Indiana Jones has a kind of a comic foil, a woman who is one of his students who stows away with him and is involved in the adventure mostly in that she’s constantly trying to come onto him and seduce him. She’s painted as unattractive and overweight, and he spends the entire script just making fun of her and pushing her away, and she ends up teaming up with the bad guys at one point. It was really a very anti-female script. 

But we looked at it as a game concept and didn’t think it was actually a great potential for a game. We were really happy when we went back to George and to Steven Spielberg and said, “Do you mind if we do something different?”, and they were perfectly fine with us going off in a totally different direction. That was a great relief to us.

Stay Forever:
So how did you choose the Atlantis mythos as the main topic?

Noah Falstein: I think first and primary to the whole philosophy that Hal and I had is that we really enjoyed the initial Raiders of the Lost Ark movie and wanted to get more of that feel into our game. We felt that the series had drifted away from that a bit over time. 

We also wanted this game to feel like a worthy successor to the films, almost as if it were a film in itself. That came of course a lot from Hal`s background as a filmmaker. He had worked with both Steven and George on a number of films previously. He was actually the ghost writer – along with his partner, Matthew Robbins – on Close Encounters of the Third Kind and even shows up at the end of the movie as an extra. Hal’s filmmaking sensibilities really influenced the feeling that we were going for. 

The first thing was: What is the thing that Indiana Jones is going for, is trying to get, that really is the center of the movie, or in our case the game? We felt that the Holy Grail was a great thing, we thought that the Arc of the Covenant was very resonant. We weren’t so excited about the Sankara Stones in Temple of Doom. And we wanted to go with Western mythology rather than Eastern. Looking at the Sūn Wùkōng story, that would certainly resonate with the Chinese, but we knew that our main audience was North American and European, so we wanted to appeal to those sensibilities. And so we spent a lot of time thinking about mythology and exciting stories.

Luckily the games division was located at Skywalker Ranch. There was a period of about four years, that I think were some of the most productive and creative of the company’s, that we were at the ranch. And the ranch has an amazing library, this two-story library room that is both a working library and almost a film set in itself. It has this beautiful Italian marble fireplace with an original famous Maxfield Parrish painting that’s from George’s private collection hanging over it. There is a huge stained-glass dome that covers the center of the library and brings colored light down among the rows and rows of books. And most of the books were very heavily graphically oriented. It was originally intended as a visual reference for a lot of the ILM people to come in and take a look, or filmmakers to come up with ideas about the ways that films could look or their settings.

And so it was a great source of inspiration for us. I came up with the idea for PHM Pegasus, one of my earlier LucasArts games, from one of the books I found there. Hal and I spent hours and hours going through books on mythology, books on ancient history, and we narrowed it down to two things that really caught our eye as being very promising. One was the legend of Excalibur and King Arthur’s sword. We thought that that could be a really resonant possibility. The other was Atlantis. 

We debated about those two, but a couple of things swayed us. One of them was realizing that Excalibur as a story would pretty much center on the British Isles and not have a lot of reason to have Indy travel around. That just didn’t seem exotic enough, because in every movie he goes all around the world looking for things, and that was part of the feel of Indiana Jones. And the other thing that clinched it was finding a book that had a beautiful picture of a depiction of what Atlantis might look like based on Plato’s writing, with a concentric circle structure. And that just felt so game-like and was so provocative that it kind of sold us on it. 

Also as the myth of Atlantis came up, we realized that by playing with the idea of where Atlantis was, we could have Indy cover a pretty wide range of areas and go far afield, not just in the Mediterranean, but also into the Atlantic ocean of course, because the mythology was that Atlantis was somewhere out in the midst of the Atlantic.

Stay Forever:
Was this like a brainstorming ahead of the development, or had the game production already started?

Noah Falstein: It was pretty much what the film industry would call pre-production. We didn’t have any team beyond Hal and I for many months while this was going on. I believe that once we started thinking about Atlantis, we worked with some of the artists to do some concept drawing, but I’m pretty sure that that didn’t come up until we were fairly far along in the design both of the story and of the game structure. 

And the multiple pathways, that was an early concept that I was pushing right from the beginning. Working on Last Crusade, I had felt that it was really good in letting people try different ways to play the game. But one of its deficiencies, one of the complaints we got in letters coming in, was that because there were so many different modes of gameplay and you pretty much had to do a little bit of all of them, the people that enjoyed one aspect or another didn’t really get a chance to work on that. They were forced to keep going back and forth. 

With Last Crusade, Lucasarts published an action game that was developed in the UK completely separately. We actually didn’t have a lot to do with the production of that game. The thought being that having an action-only game would be a good compliment, but the sales were very disappointing. Because it was being done outside of the core group in California, it didn’t seem to have the feel that our other games did. We tried that again for Fate of Atlantis, but that had the same problem in that it just didn’t capture the feeling we were after.

So in this early work on Fate of Atlantis, I thought it was really important to be able to have a game that could adapt to the choices of the players and emphasize one style of play much more strongly than another, so that players who enjoyed the fistfighting, for example, could really do a lot of it in the game, and the people that didn’t like that wouldn’t have to put up with as much of it.

Stay Forever:
How did you document this structure? Was there a detailed design document covering it all? How can I picture the work environment and the way that ideas were nailed down?

Noah Falstein: I guess the picture I have in my mind is of Hal and I in this beautiful library environment with half a dozen books spread out over a very big table and pieces of paper, just regular sheets of paper, that we would be doing sketches. We would sometimes be inspired by things like the design of Atlantis that we saw in the book. Sometimes we drew what Ron calls puzzle dependency charts, something that he came up with for Maniac Mansion. That was the tool that we all came to use for structuring the adventure games that we did at LucasArts. Those are more like flowcharts, but there’s a very specific style to the way those are created. That was a way to help structure the game and the story together. 

Hal and I worked on it for quite a few months, pretty much just the two of us, I think from the spring of ‘89 through probably into early 1990. Then we presented it at something called a Project Leader Meeting. The project leaders were really the creative brain cabal of the company. We would get together once every several weeks or a month or so, catch up on where all the projects were, and also that became a place to present new concepts and see what kind of new projects might come along the way. 

So somewhere in that process, I think in early 1990, Hal and I presented our concepts that we had for the game to the Project Leader Meeting. And from that point on, once other people had heard about what we were doing, there was a lot more collaboration. But up until then, it was mostly just our own sketches and we would spend lots of time just talking to each other about characters that might be in the game, how the game would go around the world. I remember we looked at a lot of atlases and tried to pick interesting spots in the world that felt appropriate for Indiana Jones.

Stay Forever:
 The tech of the game was relatively set in stone because of the technology in place at LucasArts, so there was no need for early prototyping?

Noah Falstein: Well, it wasn’t exactly like that. Certainly we knew it was going to be a game using the SCUMM system, but the SCUMM system itself was constantly evolving. So there was always the possibility of adding in new capabilities, new structures. That was something that we actively looked at, and Hal has always been a talented programmer as well and pushed the technical capabilities.

But the other thing to realize is that, then much more than now, the target machines that we were working on were constantly changing. During the period when Fate of Atlantis was in development, we had shifted over to the IBM PC being by far the dominant machine that we would use. We also had Amiga versions and ported it to many different computers of the time, but I would guess that probably at least 70% to 80% of the sales were on the IBM PC version. 

And the IBM PC in itself was increasing in speed with Moore’s law, so it was getting faster and faster. This was a period when they were experimenting with sound cards, and we went from little beeps and boops of the mid-80s to actual good quality sound to voice. And another thing that was happening is that CD-ROMs were just starting to come out. This was about the same era that Myst was released. It meant that while Fate of Atlantis was being developed, the possibility of adding a CD-ROM version that had a huge amount of more storage, literally about 50 to a 100 times as much storage as we could put on floppy disks, was just starting to occur to us.

So all of that technology was being considered, and we were constantly looking at what our competition was doing and looking at the economics of being able to do these things. The biggest problem with CD-ROMs was that they were so vast in terms of storage that we really were at a loss of how to fill that up. If we were going to use graphics, we would have to spend tens if not hundreds of times more on the graphics, and there was just no economic way to make that feasible. 

So all of those technology discussions were happening alongside the creative discussions, and it’s part of what I think interested all of us. Every project leader at LucasArts had a programming technology background. Hal was the first one who had come in primarily as a storyteller, but all of us were fascinated by the confluence of technology and storytelling and how interactivity shaped storytelling at the time. 

So all of those things were in play and constantly being considered as we developed the game and worked on the initial concepts for it.


Stay Forever: Was it clear that you would do a talkie version when production started, or did this come later?

Noah Falstein: It was not clear at all. I mean, we were just starting to experiment with the idea of talkies as we were doing some of the initial design. In fact, I remember Ron was working on the Secret of Monkey Island 1 and 2 while Fate of Atlantis was in its early stages. And Ron came around, I think it must’ve been during Monkey Island 2, and had a bunch of us within the company audition to do a kind of prototype talky scene to see whether that was even feasible or how it would work. I remember trying out for one of the minor roles, and Ron offered me the role of Guybrush. My first thought was, wow, this is like the director suddenly handing you the leading role! And then I thought: Well wait a minute, Guybrush is this kind of ineffectual butt of all jokes, and the whole point of him is that he’s got a character that is kind of ridiculed and silly. And I wasn’t so sure, was it a compliment that Ron had pictured me as the voice of Guybrush? But even that prototype I don’t think went beyond early stages because we realized that we weren’t up to it. 

It was a combination of the technology and the economics of it all. The first CD-ROM-based project we did was for Loom. Brian Moriarty did an audio CD with a separate audio play and a lot of music, beautiful Tchaikovsky music, that was put on the CD because it was much more economical to fill a CD with music than it was to come up with dialogue and hire voice actors, much less to do it with artwork, which would have been much, much more expensive to fill the CD that way.


Stay Forever: Did any of you have experience with the whole process of staging voice and hiring the actors, or was this something that you could draw upon from other parts of the company?

Noah Falstein: At Skywalker Ranch, our building was just a five minute walk from the Skywalker Sound building, actually called the Tech Building. That was one of the more magnificent buildings at the ranch. Still is actually, it was just there for a screening earlier this year. It has a 300 seat theater that’s called the Stag Theater, because there are these art deco deer stags framing the theater. It has a huge soundstage that is meant for a symphony orchestra to be able to be staged in. Picture this large room, big enough for a symphony orchestra, with one side of the room having a gigantic movie screen the same size as one of the old theaters that just would do a single film, not a multiplex. The other side of the room had a control room with a giant sound desk with all these sliders to control all the different types of sound mixers, glassed in, so that within that booth, they could talk to each other while the orchestra was playing. The conductor of the orchestra would face the orchestra with the screen behind the orchestra. So the conductor would be essentially watching the movie and the orchestra would be watching the conductor as he or she would conduct the music, trying to time it exactly to the scenes that were showing up on the movie screen.

And that was just one example. They also had Foley stages where you do sound effects and many different recording rooms for actors to come in and record different scenes. All of that was happening simultaneously on films while we were working on the games. We would often walk over there and got to be friends with a number of the people working in those buildings and on those projects. 

One of the great advantages and marvelous things about working at Lucasfilm is that our games group was tiny compared to the rest of the company, but we were always immersed in the filmmaking and the technology going on. Even earlier than that, the people who were the Computer Graphics group at Lucasfilm were good friends of us, because we were the only two groups trying to do computer technology and make that useful for storytelling. Those were the people that went on to form Pixar once Steve jobs bought them, and they became a separate company. So there was a lot of collaboration and we learned a lot, and often would use the facilities and the expertise that the other parts of the company specialized in.


Stay Forever: Could you describe just how the premises looked? How was the office?

Noah Falstein: For Fate of Atlantis, we went through a transition. It started when we were at Skywalker Ranch, but we were doomed by our own success, in that as the games group – LucasArts – grew, we got too big to fit on the ranch. 

There were some very strict limitations to how many people could work there based on the county and the fact that it was literally a working ranch. They in fact needed to have ranch animals, there were some cattle and goats and sheep I think. In order for George to have this beautiful facility, he actually had to have it zoned as a working ranch. And there was a limit to the number of people, I think several hundred. We only had about 50 or 60 at LucasArts at that time, but we were constantly hiring and wanting to expand, and so in 1990 or maybe early ‘91 we had to move off the ranch back to the buildings where ILM was located, in San Rafael. This was probably about 20 kilometers to the south of Skywalker ranch.

Early on with Fate of Atlantis, Hal and I were working in the main house at Skywalker Ranch in the library, in this beautiful room. The offices for all of the games group, LucasArts, were in a building called the Stable House. 

Skywalker Ranch was built in the early 1980s with money from the first Star Wars trilogy. George spent about 100 million at that time and has probably put several hundred million more into it since then to build this amazing, almost Disneyland-like facility out there in the rural parts of Marin County, where I still live today. 

The ranch had a fictional story about a New England sea captain who in the late 1800s had made a lot of money in the New England sea trade and had come to retire out in California. He had built this beautiful Victorian house in the late 1880s, and then over the next 20 or 30 years had several children and built more buildings. Each of the buildings at Skywalker Ranch had a story behind when it was built and what its purpose was. That was all made up, they never actually had those purposes, but they were built as if those purposes had been behind them. 

So for example, the Tech Building that I mentioned a little bit earlier had been a bootleg wine and beer production facility during the 1920s, when the U.S. was under Prohibition, and there was a whole storyline that he’d come up with about that. Parts of the construction were based on bootlegging alcohol when it was illegal in the United States. And also because it was built in the 1920s, it had an Art-Nouveau-shading-into-Art-Deco style that was popular at the time, whereas the main house, where the library was, was 20 or 30 years younger than that, so it had a much more Victorian feel to it. So you had this almost Disneyland quality where the buildings were extremely beautifully done with all sorts of workmanship, and meant to fulfill a story.

But then the actual production on Fate of Atlantis was done back at the Kerner complex. It was called that because the street we were on was Kerner Boulevard. You probably remember that Klaus Kerner is one of the villains in the game; he was named after the street and the location we were in. It was actually just an industrial, very unattractive area of San Rafael, one of the cities here in Marin County. Stark contrast to the rural beauty of Skywalker Ranch. But, you know, we were techies, we were inside our offices with our computers most of the time. 

So even though the ranch had a lot to do with our setting and our state of mind, I think in designing the game it wasn’t all that central to the actual production of it.


Stay Forever: So it was a perk to work there for a while, to have been part of that.

Noah Falstein: Oh, it was an amazing privilege. I fully expect at some point in my retirement, I may become a docent and help conduct tours of the ranch if it ever becomes a public area.

In many ways, it’s a bit like Hearst Castle farther to the South in California where they have people talking about what was going on when all of the movies were being made there. And my guess is that at some point in the future, the same fate may await Skywalker Ranch. 

Indiana Jones and the Fate of Atlantis

Stay Forever: Let’s talk about the game. What was the design goal of Fate of Atlantis? What kind of experience did you have in mind? You already touched this a bit with the variety and the things that were coming out of Last Crusade, but did you have a high level goal except a movielike experience in an adventure game?

Noah Falstein: I would say more the latter in that we really wanted to make it movielike. But what was different about this is that it was the first time we had actually had a screenwriter and director in the person of Hal as the project leader, and he brought a very different sensibility to that.

I think one of the best examples I have is, we were talking at one point about Indy and Sophia having a conversation and walking along as our virtual camera followed them. We’ve talked about how to frame that and how to do it with SCUMM at the time. And I immediately said, well, clearly the most practical thing is to have them walk basically from left to right across the screen, and we can actually have them stay in the center of the screen and scroll the landscape across from right to left, so it looks like they’re walking along, and meanwhile the dialogue can go on and we can watch them talking. 

And Hal said, well no, we really need to put the camera directly in front of them, have them walking towards the camera so that the perspective is of you being on the path ahead of them. If we were doing this in a film, we’d have the camera on a dolly and have it moving constantly backwards while it was looking at these people walking towards the camera. 

And I said, well, that’s going to be a lot more taxing because we need to change the perspective on the background. If it’s left to right, we’re doing a multiplane perspective but the artwork doesn’t have to change size. To do it having them coming towards the camera would be much more difficult technically. Why would we want to do it that way? 

And Hal just said, well, it’s a basic filmmaking thing that if the characters are walking towards you and the camera, there’s this sense that you are part of the conversation. If you think about it, if two people are walking towards you, you’re instantly paying close attention to them. If they’re walking past you, then it’s almost acknowledging that you’re not part of that conversation. They’re not so important. It was a kind of thing that he learned early on in film school that had never occurred to us as technologists. 

As it happened, we never actually put that walking scene in the game because we realized that what he wanted to do was going to be technically too demanding for a very minor scene in the game. But that, I think, was indicative of how a lot of the creative work happened, in that Hal would suggest things from his filmmaking background, from a storytelling background, and we would go back and forth as to how that would work both in terms of the technology that we had at the time and in terms of the gameplay that we wanted to do.


Stay Forever: The game switches viewpoints quite often for an adventure game, especially for an adventure game of that time; the camera moving far up in the labyrinth of Atlantis and so on. Was that a gameplay decision or was this informed by the will to be a little more cinematic and to have unusual perspectives?

Noah Falstein: It was a mix of both. Hal gave a talk at the Game Developers Conference based on what he had been telling us at LucasArts over and over again, that the positioning of the camera and the point of view does a lot psychologically. 

I gave you that one example; another one was that when the camera is high up and looking down on a scene from a distance, it gives you a sense of emotional detachment. So when I had suggested in some cases that we have the camera farther away, he had pushed back saying no, that’s going to make you feel like you’re really not part of the action. But I pushed back saying, well, from a gameplay standpoint, if you’re trying to find your way through a maze, if you’re doing it from a first person or a close-in perspective, you can’t really get a good sense of the scope of the maze and it’s going to be frustrating and confusing for the players.

And so we were constantly pushing and pulling back and forth on how to do both of those things at once. And we often would cut back and forth from a long, distant view to a close-up view and have some of the more emotional, intimate impact in the close-up view, but then use the distant view for more of the gameplay.

In Fate of Atlantis for example, in the scenes on the Island of Crete, we wanted to get a sense of the entire relationship of the dig site there so that you could solve some of the puzzles and align things. That was a case where you really needed to pull far back. 

And I should say all of the SCUMM games had a very, very tight budget on the number of different screens that we could show. We called them “rooms” because the system itself had been developed for Maniac Mansion, so it was all meant to be different rooms within one big mansion, but we ended up using the term room loosely for any given scene, whether it was one or multiple screens as you scroll across it. 

The games got more and more ambitious and bigger as the technology improved, but we always were limited by the budget. We had to create all the artwork for it. So we were constantly realizing that we had to cut back and figure out how to reuse the artwork we already had rather than create new artwork, because we just couldn’t afford to create all of the visions that we would love to for the full extent of the game.


Stay Forever: Was there a maximum number of rooms?

Noah Falstein: It wasn’t so much a maximum number of rooms or even a matter of cost alone, but there was also the number of disks that the artwork would take up. So having something that was more compact, that was a smaller amount of data was good. But of course, that meant that the room itself wasn’t as big in scope and couldn’t scroll across multiple screens if we were trying to keep them small. Some things were very intensive in terms of development costs. 

One example is that many of our games had mazes in them. We didn’t really like mazes that much, and we knew that our audience was ambivalent about it, that sometimes they were fun, but often they were rather tedious. But mazes were among the very best ratio of developer time to player time. It doesn’t take long to create a maze in the game and a player can be lost for hours. 

I mentioned Loom before; that came out while Fate of Atlantis was still being developed. And that was one of the first, I would say, casual games that had ever been made, in that it was designed to be finished in a matter of just three to five hours instead of the 20 to 40 hours that had been more typical. And many, many of our hardcore players hated that. We got actual hate letters saying it was just a terrible thing, and they felt they’d been ripped off. But it was really challenging to provide all those hours of gameplay. Certainly a lot of our players demanded it. We felt that the optimum size of a game was actually quite a bit smaller than that. We wanted something that people could get through in maybe five to ten hours tops. 

Fate of Atlantis in many ways was a different tactic. One of the reasons I was pushing for the multiple pathways is that it gave us a way of having our cake and eating it too, as somebody who really just wanted to play through a story and have a satisfying experience could play through the game in probably that five to ten or maybe ten to twelve hour session. But the players that said “I’m being ripped off if I only get ten hours of gameplay”, those luckily happened to be the completist players that said, “Well, but wait a minute, I hear there are other pathways. Oh, I have to play through the game at least three times!” 

And we also did something that we had done in Last Crusade called the Indy Quotient, that kept track of all the puzzles you were solving and made it necessary that if you really were a completist and wanted to see every bit of the game, you would actually have to play through the game perhaps a dozen different times to be able to try every different ending or at least replay certain sections of the game multiple times to try all the different variations.

That meant that somebody interested in just one story could play through it once and be satisfied, but the other people who would write hate letters about Loom could be satisfied by playing through every variation of the game and getting every last bit of enjoyment out of all those different variations.

I still think it was actually one of the best ways of appeasing both of those types of players, certainly at the time. Since then people have come up with other ways of being able to tackle that same problem.


Stay Forever: Would you say that this worked, based on the feedback you got from players right after the release?

Noah Falstein: Absolutely. Actually, Hal and I to this day joke about how I kind of imposed the multiple pathways on him. And there were several times in development where he came to me and said: “Noah, you know, this is a lot of work. It’s not three times as much work to do three paths, but maybe double the work that it would have taken to do a single path. Is it really worth it? Are you sure?” 

I was convinced, and I’m glad I stuck to my guns, because part of me was a little bit nervous. But for one thing, every single review we ever got talked about the multiple pathways and that it is one of the most innovative and interesting things in the game. And so that alone got a lot of people excited about wanting to try it, just for that aspect of the game. But more to the point, we got a lot of letters from fans who clearly had enjoyed playing one path in particular. And we’re grateful that we had not forced them to do all the other stuff. I’d say most often it was people who played the team path and were really glad that they didn’t have to spend as much time with the action and fist fighting. But we had a small but very vocal group of action players who felt exactly the opposite way.

I think it managed to please a lot of different styles of player that way, and I’m very proud of that. It certainly was one of the most unusual facets of the game and did so without interfering with the cinematic feel. In fact, I think it enhanced some of the cinematic feel and the fact that Indiana Jones as a character is so multifaceted and has those different aspects to his character.


Stay Forever: If you played only one of the paths, you missed quite a bit of content. I recently replaced the game and I had in mind that there would be a bit of differentiation in the puzzles, but the variations were quite massive. I felt that was a very consequential way to approach this. Did you ever reconsider and say, oh, this makes the game much bigger than we anticipated?

Noah Falstein: Well, Hal certainly felt that way at times. And you know, as a project leader, he was the one really in charge of it. But I will say, I think as game designers we all, not just Hal and I, but all the project leaders of LucasArts enjoyed the challenge of constructing the game itself. In some ways, it was our puzzle as a present to the players, the intricate structure of the different pathways threading into each other. 

In fact, I think one of the things that we were proudest of was the dig site: Depending on which of the three paths you take, you encounter the dig site before the nazis arrive, in the other path you’re there with the nazis, I think that’s the action path and actually have to fight them. And in the third you come to the dig site after the nazis had been there. It allowed us to reuse a lot of the same artwork for the dig site, certainly the same characters and even in some cases some of the same dialogue, but come up with quite different storylines. So for those completists that wanted to play all three paths, it wasn’t tedious in that they were just rehashing the same thing over and over again, but there were parts of the game that felt quite different. 

And yes, it was very difficult and we had some second thoughts. But on the other hand, that was part of what was fun about being a game designer and a game developer, in that it was a challenge to ourselves of how do we create something that’s so intricately structured like this.

Another example that I’m quite proud of that is also actually primarily Hal’s doing, is that we researched the mythos behind Atlantis quite heavily. Hal did so more than I did, I think partly because that’s just his personality. He throws himself into the research really deeply on these things. We put all sorts of details into the game and in the background story and the materials that came with the game. We thought that nobody in the audience would even notice. But it was important to us. 

And there was someone years later who wrote this marvelous analysis online that deconstructed pretty much every little clue we put in there. I was so excited to see that at least one person out there had realized that this was very deep. 

Another example is that if you look at the cover to the game, around the border to the main picture, which is a beautiful poster that was done, you can see that there’s a bit of a map. It’s a layered picture where we start with a map and then put the poster on it and then put the text on top of the poster. And the map you can barely see. I mean, you could just make out some corners of it, and we could’ve probably used just about any map, but it turns out that it’s not only a map of the Mediterranean, it’s a map of the Mediterranean focused on the Island of Thera, now generally called Santorini, where some of the action for the game happens. It was an old map that we felt was much more in keeping with the style of the game. And what I love about it is that nobody is going to know that, except those of us working on the game. And now, thankfully, everybody listening to this interview.

But it mattered to us. It wasn’t just “Oh cool, there’s a map in the background”, but it’s a map that was intimately connected with the storyline. We wanted it to feel like the kind of things Indiana Jones would have appreciated, were he to look at the game himself.


Stay Forever: When I listened to you talking about it, and you certainly have given credit to the role of Hal Barwood, it sounds very much like an author’s game, so a brainchild of two people, and by extension a team. Was there any supervision or could you, once your concept had been approved, go about it as you wished? Or was there a gating process like in modern game design?

Noah Falstein: Well, let’s see. It’s a bit complex, as many of these things are. It was a good size team that worked on Fate of Atlantis, I think Hal had maybe 20 people working under him at peak. Probably only seven or eight in the core who were working all the way through from more or less beginning to end, but quite a few more people that were involved in creating the feeling of the game, the graphics for example. Of course that was a huge influence. The sound designers, we had an amazing team of guys who’ve gone on to do other wonderful stuff and games and film. 

In terms of the supervision, there was oversight from the management at Lucasfilm. I’m happy to say with Spielberg and Lucas that they were both somewhat involved, not to a great extent. Steven Spielberg is actually a hardcore game player and he would stop by and be very interested. He was working with me on The Dig and would also hang out with Hal. They were old friends. Steven had worked with Hal for Close Encounters, as I mentioned, and Hal also co-wrote the screenplay to Steven’s first big feature film many years earlier. Hal also went to film school with George, he was really well connected to those two guys, and it paid off in terms of being able to pick their brains occasionally. But neither of them were really heavily involved with the development of the game.

LucasArts management basically was trusting Hal in particular to pull it off. There was always pressure to get the game done on schedule or faster, if possible. I don’t think LucasArts ever, or at least hardly ever finished something on time. I think the closest we got was Monkey Island 2. That was, if I recall, two weeks behind schedule and pretty much on budget, which was quite extraordinary.

The Dig, for example, ended up taking six years from initial meetings to launch, and it was never intended to take more than about a year and a half to two years to complete. And we also had Habitat, which was the very first graphic multiplayer virtual world. That also took about six or seven years between its first concepts and finally being launched in a very different form.

But Fate of Atlantis was a pretty good one, if I recall. I think Hal was able to keep it more or less within time and budget schedules, and mostly there was pressure to stay within those limits. But within those limits, we were given, if not carte blanche, at least a great degree of freedom to create new technology, to create new artwork, to use these different approaches I’ve described. 

It was one of the things that I loved about LucasArts, that it was for many years a company that really treasured creative endeavor and the auteur and the individual contributor, but also the fact that it takes a huge team to make a movie. And because of that, they expected that you would need a good team of people to create a good game as well. It was a company that understood that right from the beginning.


Stay Forever: A small thing perhaps, but Fate of Atlantis is the first LucasArts game that features two people kissing each other on screen. So that’s a little bit of romance like in the movies, but unusual for games, especially the games at that time. Was this a nod to the relationships that Indy had in the movies?

Noah Falstein:  It was to a degree. I mentioned that we were inspired by Raiders of the Lost Ark, and I think Indy’s romance with Marion was more satisfying than the women that were in the next two movies. And then with Crystal Skull, they brought her back. There was that sense that she was an equal to him, somebody who could really push back, but that they appreciated each other’s style. With Sophia, we wanted to recapture that feeling, but take it in our own unique direction, not just have her be Marion Ravenwood again. As a consequence, we wanted some of that sense of romance.

I would say that we hadn’t done it before at LucasArts; I’m not sure, because the first two Monkey Island games came out before that, and with Guybrush and Elaine’s romance, although you don’t see it close up, I feel like maybe we just suggested a kiss. In any case, it was more of a technological limitation. The resolution we had in those days and the kind of pictures you could see were so limited that seeing a couple of little pixelated characters kissing … I mean, if you think about movies, they always go into a tight closeup and the faces fill the frame completely. We could not afford to animate that in the games of that time. And having the characters be 40 pixels high and their eyes, instead of being expressive, were literally square black dots at the time. It just didn’t fit very well to really capture serious romance. So we did our best with Fate of Atlantis, and again it was Hal and his experience in writing screenplays. 

It’s interesting because I’ve given some lectures on it just in the last few years. I’m jumping decades ahead here, but one of the things I like about virtual reality is that it’s the first interactive medium we’ve come up with that I think has the strong potential for giving you a sense of empathy and romance that transcends not just what games have done, but even what filmmaking can do, because it makes you actually feel like you are there with the other person that you see, physically within arm’s reach of someone. 

We just couldn’t even get close to that. Instead of being arm’s reach, we were an entire room away from people in most of these games, and it doesn’t really give you the expressiveness that you need to pull off a convincing romance. So that was more or less the main reason I think we hadn’t done much of it beforehand.


Stay Forever: Still, it is a meaningful design decision, be it just because an extra animation had to be created.

Noah Falstein: Well, but consider a close-up of a kiss. This again gets back to something that we had to think about very much in those days that you don’t as much these days. It wasn’t a matter of one animation. It was a matter of how many pixels were changing on the screen over a given time. And if you have two characters whose faces are close to the screen, almost the entire screen is changing. If you’re doing multiple frames per second, that is tens of thousands if not millions of pixels, all of which in those days had to be hand-drawn. 

We had, for example, reach animations for reach high, reach medium and reach low, so that the character would reach out to those three different heights, and you could then tie that into dozens and dozens of different circumstances where they had to reach for things in different places by positioning the character in one spot and having their hand just touch the right area. But for two people kissing, I don’t think you could then say: “All right, we’re going to use that same animation for two people having a conversation”. It just wouldn’t work. And even if it did, it would take up potentially like a quarter of your budget for the entire game, just for a scene of this one close-up, and we never felt that it was really worth that for such a short part of the game. 

Remember, people demanding 40 hours of gameplay meant that anything that involved a few seconds, much less even a few minutes of gameplay, we couldn’t really afford to do a one-off on that for anything but the most important scene in the entire game.


Stay Forever: I didn’t want to make it sound easy. I was impressed that even this small animation was created for such a short thing in the game.

Noah Falstein: Well, actually, let me add one thing. Sophia has a kind of signature hair flip she does where she puts her hand behind her hair and flips it off the back of her neck. That was actually based on our PR person, a woman named Sue. She wasn’t a redhead, she was a brunette, but she had this beautiful thick hair, and when it came time for us to create the characters, Hal and I got her to agree to be the model for Sophia’s hair at least. It actually embarrassed Sue quite a bit, but she did that hair flip. We did a little bit of early rotoscoping to try and capture animations directly in those games, and I think it shows in the quality of moments like the one you describe.


Stay Forever: How successful was the game in terms of sales?

Noah Falstein: Well, I’m proud to say it is to date the best of the graphic adventures in terms of sales that LucasArts ever did, which says quite a bit, given that it came out in early ‘93 and they were making games all the way up through the end of the 90s. But sadly, I think it also has to do with the fact that the adventure game market peaked at some point in the early and mid 90s. Games like Grim Fandango, that I think probably was the best-reviewed of all of LucasArts adventure games, certainly won more awards that year than any other game – it was just an amazing hit and yet, the numbers weren’t as good. 

I know it was over a million units sold of Fate of Atlantis, and none of our other games even got close. Hundreds of thousands was generally the best we could do in those days. 

I should mention we were actually very grateful to Germany in particular, or I should say the German-speaking countries, because Austria came in as well, in that a lot of our games sold much better per capita in German territories than in the US. I remember Monkey Island 2, on a per capita basis, sold ten times as well in Germany as it did in the US. We were very grateful. You know, I still get more love for those old games in Germany than any other country that I’ve been to. So I just wanted to thank all the people of Germany and Austria for that.


Stay Forever: It was a commercial success for LucasArts, and I believe there was talk or even the beginning of production for a sequel, but it never came about. What happened there?

Noah Falstein: Well, that’s actually not quite true.This was well after I left the company, but Hal did Indiana Jones and the Infernal Machine …


Stay Forever: … much later.

Noah Falstein: Yeah, much later, but it involves some of the same characters that  he and I had created, many that were really his signature characters. So that was closer to a sequel than anything else. And then even after that, there was the Emperor’s Tomb game that came out on the Wii. And none of those, to my knowledge, were as successful. The Infernal Machine was not a huge hit. 

Hal and I have collaborated on games since then, and I think in many ways Fate of Atlantis was a lucky confluence of many different things. The group itself, LucasArts … we had so many creative people that were all in the company and contributing to all of the games and the engineering of those games at the time. The SCUMM system, the iMUSE music system, all of that was constantly being improved still in the early 90s. The mix of Hal doing his first LucasArts game and me doing technically my last LucasArts game, the last one I worked on in a major capacity. So we were able to do a bit of a handoff there, and for each of us for different reasons it meant a lot because of those things. And the chemistry worked really well. Hal and I really collaborated very well together and worked together on several projects afterwards. We weren’t ever able to quite capture that same magic because we didn’t have as much freedom and control, unfortunately, as we did with Fate of Atlantis. 

A lot of it I think came of just being in the right place at the right time, and I’m very grateful that we had that opportunity. But it was not so much carefully planned as, as with so many things in life, we did our best and it just happened that the stars aligned for us to be able to put out something that really had a lot of lasting value and that people enjoy and remember well to this day.


Stay Forever: Perfect final remarks. Thank you very much.

Noah Falstein: Marvelous. Thank you very much.