Morrowind: An oral history

By Alex Kane

You never forget a place like Morrowind. It’s like something out of a dream, only you’ve actually been there. Maybe you used a mouse and keyboard, or the Xbox “Duke” controller, to visit it. But that doesn’t make it any less real.

While hardly the first open-world game of its kind, the third numbered entry in Bethesda’s Elder Scrolls series cemented a formula and a set of expectations that are still alive and well today in games like Fallout 4 and The Witcher 3. It was an artistic and technical leap forward for mainstream role-playing games in the summer of 2002, and, for many, a beautiful and novel experience. A vast ashen landscape teeming with psychedelic flora and fauna — equal parts Jim Henson and George Lucas, with a dash of Tolkien — here was a game that resembled no other.

For the people who made it, Morrowind was the product of tough crunch, a pressure-cooker basement environment, and constant uncertainty about the company they worked for — which many felt could have shut down any day. But the island of Vvardenfell, and its unique pantheon of gods and demons, seemed to exist independent of the concerns upstairs.

Whatever the company’s fate, it seemed the game was destined to find an audience. In the darkest of moments, when it seemed the writing was on the wall for Bethesda, project leader Todd Howard took the team to a nearby hotel for a private meeting. There, Howard rallied the developers’ spirits, handed out personalized business cards, and assured them it would all work out, as long as they were willing to keep going.

That speech, one source says, probably saved the company.

Over the last year, we tracked down 10 former Morrowind team members, including Howard, concept artist Michael Kirkbride, and lead designer Ken Rolston. We discussed the very conception of Vvardenfell, the strangest bits of Elder Scrolls lore and the “shits-and-giggles” philosophy that informed them, and what it means to build a game world that withstands the test of time.

Ashlanders

Bethesda Softworks began developing and publishing games in 1986, beginning with Gridiron!, a football game for the Amiga and the Atari ST. For nearly a decade, the company experienced a middling level of success due to a string of licensed hockey titles, as well as five games based on the Terminator film franchise. As time went on, The Elder Scrolls series changed all that.

These are many of the people who built it.

Michael Kirkbride
(concept artist and writer)

It all started with a floppy disk. I saw an ad in this old gaming magazine called Next Generation. I’d been doing some small video game shit with some friends that I went to college with, and that just kinda taught me Photoshop, because that game wasn’t going anywhere. And at the back of NextGen was this really pixelated ad for Bethesda. So I just sent off a bunch of shit I did on the side, art-wise, in Deluxe Paint II. Sure enough, within like two weeks, Mark Jones, who was the art lead over there, wanted me for an interview. Mind you, I grew up in Alabama, so someone flying me anywhere was pretty fucking crazy. And the fact that he had a British accent was, like, alien. So I thought, “Oh, God, I’m gonna screw this up.”

But I didn’t screw it up, and then about three weeks later I was in a U-Haul going up there. Luckily, they needed a 3D artist. I guess someone left, and Todd [Howard] was like, “Hey, wanna learn 3D?” And I just screamed: “Yes!” Because my computer at home never did that; it wasn’t that powerful. That was how I learned how to create levels, and actually not do all the textures in Deluxe Paint II anymore. I will say that I did that for an embarrassingly long time. Todd made fun of me for doing most of Redguard, and even the beginnings of Morrowind, in Deluxe Paint II.

Mark Nelson
(writer and quest designer)

Out of school, I’d worked in PR, I’d worked as an editor, and then I was doing instructional design for a company. And I became friends with one of the programmers there — this guy named Mike Lipari. He was a big fan of Bethesda’s games and a fantastic programmer, and, knowing they were local, he kept pestering them for a job. Eventually, they sort of relented, and he managed to find his way in there.

About six months later, I got an email from him saying, “Hey, we need somebody who likes video games and who can write and is willing to work for pencil shavings.” So I went in and interviewed with Ken [Rolston], and I interviewed with Todd, and for some reason they hired me. I know Ken was not real sure about it; I think he was actually a dissenting voice in the room. But it ended up working out.

Noah Berry
(environment artist)

It was a very lucky break. Serendipitous. I had gone to the same school as the lead artist, Matt Carofano, and saw online that he’d gotten hired at Bethesda, and they were also getting ready to ramp up a hiring wave of folks to help basically build the world. I think they’d spent a year or so getting the engine up and running — the nuts and bolts of the background, the landscape and the lighting, and the raw primordial design stuff. So they were ready to hire folks to start making assets and fleshing out and actually creating the game itself. I was fresh out of school and looking for a job, and it was definitely a title that I was super passionate about and wanted to play. I was a big Ultima fan, and always had the sense that the Elder Scrolls series was kind of a spiritual successor to those games.

They probably hired me for my art background; I majored in fine art. At that time, there wasn’t a lot of access to computer-specific art education or game-related education. So I suspect they were probably a little bit more open-minded in terms of who they hired. The timing was right, as well. They were rebooting the company, and not that they were unknown, but the video game industry was not the juggernaut that it is these days. And it probably went a long way that I was a fan of the games and on the same wavelength, so to speak, as the creators themselves.

Mark Bullock
(environment artist)

[My job at] Leaping Lizard was actually maybe a mile away from Bethesda. And what had happened there was that Chris Green, the lead programmer and owner of Leaping Lizard, had created Magic: The Gathering Online. We did that cold. He did that as a pet project, and then presented that to Wizards of the Coast and to Hasbro, because we had the relationship with Hasbro already and he was a Magic: The Gathering fan. A lot of people assume that we were contracted to do it. Nah — he went in and presented it. He’s like, “I have an idea. You could do this online.” And they were not initially receptive. The whole idea of digital goods hadn’t really gotten traction in reality yet. It was a little bit of a harder sell.

So I was kinda like, “Well, the art for this game has been done. The design for this game has been done.” Essentially, I just would have been building some UI assets and everything. And I was working with a fellow, Chris Ondrus, who had come to work at Leaping Lizard. He had left Bethesda, and he’s like, “They’re hiring. You may want to check out what they’re doing.” So I went in and looked, and fell in love with the whole concept. Because I wanted to do something that was an actual worldbuilding exercise. Imagine my delight.

Ken Rolston
(lead designer)

I was really valuable for Bethsoft, and for Morrowind, before the tools were ready. What I’m great at is a blank page: I can create a world in like two weeks, and have documented it enough within three months that it will support 30 months of development. And it’s because I came from the paper-and-pencil-gaming thing, and I would take two or three months to develop an entire setting with all of its narrative elements. So what they got me for was self-confidence in creating the background necessary for everybody to have a shared language of what the place looked like and where people were.

Michael Kirkbride
(concept artist and writer)

There were like nine people there, dude. It was small. But to me that’s just how you did it, right? Because if these guys flew you up, and they had a demo for [a Terminator game called] Skynet, and it was in a magazine about video games, you figured they were legit. And everybody was like 20 — early 20s. Being the first video game company I’d been at, you just take it for granted; you don’t even think about it. It was cool. It was a lunchroom. Ken didn’t get hired until maybe a few months after I got there, because the very first time I remember seeing Ken was at the Daggerfall postmortem or something like that. I think we had already finished Skynet.

Erik Parker
(programmer)

To my knowledge, I was the first programmer hired to work on the project. When I got there, it was me and one other guy: Craig Walton. Craig was kind of a fixture; we used to joke that we just found him sitting there, and so we built the company around him. And there was literally nothing. We were starting from scratch, and wanted to write a new engine. Very early on, a lot of the work was getting things up and running to a point where we could load assets and see things in-game. Initially, I worked on the user interface, and then later I switched over to working on collision. I like to tell people that if you ever fell through the world in Morrowind, or got stuck on a piece of geometry, that was my fault. I like to think the collision was better than it was in Daggerfall. Not to say anything about Daggerfall — it was a great game, but also notoriously buggy.

Bethesda was one division of ZeniMax. If I remember right, there were five divisions, like the web division and so forth. Those were all fairly separate from what we were doing. But I didn’t originally interview for Morrowind; I interviewed for their tech team. I was with the interviewer, and we were talking about different games that we liked. And literally, in the middle of the interview, he got up and took me to meet Todd, told Todd I was a big RPG fan, and that he’d want to talk to me. So that’s how I ended up working on Morrowind.

Noah Berry
(environment artist)

The first thing I remember is walking in the door to the basement, and seeing some guy to my right who was ultimately not part of the Bethesda team but under some other arm of the company. And he was doing pornographic website work. My first impression is this guy looking at nude photos, and I’m like, “Whoa, OK. What kind of place is this?” Literally the moment I walked into the space to interview, there’s porn on the monitor.

Mark Nelson
(writer and quest designer)

It was bizarre. They’d come off of Daggerfall and Arena, and they’d done Battlespire and Redguard, which obviously hadn’t been huge hits. But the company was growing. I came right in the middle as they were changing spaces, so we were working in a giant empty warehouse space on long card tables. I had no idea what to expect; it was kind of my first job in the industry. I’d come in because they needed a writer, and they immediately had me doing level design. Made no sense to me, but that’s what they decided we were going to do. So everybody had to know how to do everything.

At that point, we had a design team of about three, with Ken, me, and Doug Goodall. No one had time to check what anyone else was doing, and you just kind of had to trust everybody. You’d jam stuff into the game as fast as humanly possible, and hope that it worked and didn’t break everybody else’s stuff. It was like working out in the Wild West. There were no rules; we didn’t have any QA. We just kind of tested our own stuff and tried to get it done quickly.

It was a heck of a lot of fun, quite honestly.

Divine spark

After serving as the producer on a pair of Terminator titles and then as a designer on Daggerfall, Todd Howard became project leader on The Elder Scrolls Adventures: Redguard, which shipped in 1998. A commercial flop at launch, Redguard is notable for being the first Elder Scrolls entry to lean heavily on in-universe lore and world-building. In The Pocket Guide to the Empire, a print booklet packaged with the game, Bethesda laid the groundwork for Morrowind — and, ultimately, the company’s future.

Michael Kirkbride
(concept artist and writer)

The unsung hero of The Elder Scrolls is probably Kurt Kuhlmann, and he was hired on the same day I was. He did these exclusive quests for JCPenney or some shit, for Daggerfall, and we had this grand idea for like a pirates-on-Mars game. We’re all talking about tech we didn’t have, and we pitched this idea to Todd at the time, and he’s like, “You know what? I like pirates. And everybody knows this game Daggerfall. So let’s just make a pirate game in Daggerfall.” And we’re like, “Fuck yeah.” Because the [project that would become Morrowind] was just getting on its feet.

The way Todd and I bonded was doing this kind of fake in-world stuff in the manual, and we wanted to do something like that for Redguard. Eventually, when the game came out, it would come out in the manual. And that’s when we realized we knew fuck-all about the world; there was nothing except Daggerfall, which is very small. There maybe was a timeline stuck somewhere, with just a bunch of names and stuff like that. And so much of it was kind of just coming out of a D&D game that the original [Bethesda] guys had done, and most of those guys were gone. So we started obsessing about the world or whatnot. For some reason, you can’t make a pirate game without deciding how the universe got created.

So that’s when we really dug into it, and started making backstory that didn’t exist, so that the rest of everything just felt real. And, at that time, Vvardenfell came up as this tracing-the-world story that I told Kurt over lunch. Kurt was a big Lord of the Rings fan, but also a weird-fantasy fan — he turned me on to Gene Wolfe and all that. And since Redguard was set in the past of what would become Morrowind, we got first dibs on how everything was created. So the whole Heart of Lorkhan, and all that stuff, came out of those early rebellions on our part. We’re like, “Oh, yeah? Well, this is how it was created.” That famous volcano is all from a pitch over a ham sandwich.

Ken Rolston
(lead designer)

[The look of the game] came from Michael Kirkbride, and I would say that it’s not just the visual aesthetic; all of the narrative aesthetic of Morrowind also comes from Michael. I might’ve been the narrative lead, but Michael was the luminary — the man with spectacularly exotic and bad judgment that excited us so much. He also wrote things like his sermons of Vivec. There’s a website, The Metaphysics of Morrowind, that talks about how his gods are the most intriguing gods in any fantasy universe. And the tragic stories of the three heroic demigods of the Dunmer trying to save the world but being corrupted: Did they really murder Nerevar? All those ideas.

And he is a rare talent in that he’s a very good illustrator, not just in terms of making it readable, but making it mythically vibrant. He did the original map of Morrowind, which was the foundation of the different terrains and geographical experiences. He was absolutely essential. And also crazy as a rat in a drainpipe, which is necessary. Somebody had to be really, really, really crazy, and it’s better that your lead designer isn’t.

Michael Kirkbride
(concept artist and writer)

The game was originally set in the Summerset Isles. And then we got bored and decided, “Man, this is really boring. How about we put it in a volcano with like giant bugs everywhere?” And people were like, “What?” So Todd Howard — the easiest way to get anything past Todd, at that time, was you basically just had to say “Star Wars.” Which was true for me and anybody then. So I was like, “The game should be like Dark Crystal meets Star Wars.” And he was immediately hooked. I got all the bug creatures I ever needed, we moved it from Summerset Isles to this weird dark-elf place on the map, and we just went from there.

I was doing double duty on the world art for Redguard and writing some of that one, and then just creating all the history for Morrowind. And poor Ken — he had thought up the original Elder Scrolls III, the one set in Summerset, and that involved a lot of Elizabethan, court-intrigue kinds of things. But we were like, “Wouldn’t it be cooler if it was this reincarnated guy versus this triumvirate of gods? Wouldn’t that be cool? And ash everywhere, and bugs?” You can see a recurring theme.

Summerset was the plan that had been given to Ken, and he rolled with it. In some obscure interview or something, the guys that did Daggerfall were like, “In the next [Elder Scrolls game], we’re gonna go to the land of the elves.” And some other bullshit — it was called Tribunal then. That’s where Ken was like, “OK, I can write about elves. Great.” That’s also how the Tribunal ended up in the expansion; we basically repurposed that idea of three elves in charge. They weren’t gods at the time. In Ken’s original idea, he tried to transplant some of that to the dark elves, because they’re sexier, and in D&D the dark elves were all about court intrigue.

And we’re just like, “Hey, but what about bugs?”

Noah Berry
(environment artist)

We always started with key phrases or ideas like that, and then branched out from there. From that volcano in Vvardenfell, this ash theme became a huge kind of aesthetic and cohesive direction to run with.

Ashley Cheng
(associate producer)

Even today, there aren’t that many games that have Morrowind’s distinct look and feel. And I don’t know if we would’ve gotten the same look and feel if we had set it in the Summerset Isles.

Matt Carofano
(lead artist)

Michael is an awesome guy. He had crazy ideas; they were really different. He basically had been working for like a year, maybe, on Morrowind concept sketches when I started. And I think it was kind of just him, Todd, and then Ken Rolston coming up with design ideas. And so he had a good stack of images, and we had them plastered up in this room. So the whole room was covered, wall-to-wall, with all of Kirkbride’s sketches. We called it the war room. And it was very inspirational, because they were all pen-and-ink sketches — really rough, really loose. But it gave a vibe of everything, from: “What were dark elves like? What did they look like? What do their clothes look like?” All the way to the landscape, which had these giant mushroom trees. There was a little bit of everything. And it became sort of the style guide for the game and the culture of the dark elves.

Michael Kirkbride
(concept artist and writer)

The concept art came very early. So much so that I got in trouble with Todd. We came up with a war room, and I just filled it with drawings, and Kurt, who was then ostensibly the main quest designer for Morrowind — we would just get all excited about something over a ham sandwich, or endless ham sandwiches, and I’d have to draw it. So Todd finally sat me down, and he’s like, “Dude, I need you to work on Redguard more.” We were just a bunch of kids making shit up, and Ken was our wise uncle, trying to corral us in and make the crazy shit into a story that could be told.

Essentially, everything that was kind of distinctive — the bugs and ash and giant mushrooms — they basically all come from what I was scared of when I was a kid. My dad used to try to make me go camping, and when I was real little, mushrooms were like these aliens. So what’s the best way to beat up something that you’re scared of? Just make it really fucking big, and camp in it; live in it and claim it. Plus, it looked cool on the page. And it was all about extremes in the earliest drawings. It went from Dark Crystal and Star Wars to Dune. There’s a lot of Dune influence — that kind of baroque society.

Pete Hines
(director of PR and marketing)

Morrowind, I think, achieved this level of weirdness and diversity that is pretty unique for a [Bethesda Game Studios] title. You know, you go to Seyda Neen, or Ald’ruhn, and all of these different weird, eclectic places. “Oh, these guys grow their own houses out of these crazy mushrooms. And these guys use bugs to create their armor.” It was really this sort of alien-feeling game in a way that a lot of other BGS games have dabbled in, but I don’t know if any of them did it to the extent that Morrowind did.

Mark Nelson
(writer and quest designer)

I was always on the fence about [Vvardenfell]. I loved it for its quirkiness, but those things were straight out of Kirkbride fever dreams. To me, at least, that’s got his stamp all over it. But it’s not as approachable for your average gamer; it’s a little hard to figure out what’s going on. You don’t have the same number of common touchstones that you find in 98 percent of the fantasy out there. And if you’re new coming into something, that can be tough.

I think that people would’ve had a much different reaction if Oblivion and Cyrodiil had been earlier, and now they were going to release something like Morrowind. But back then it was a tougher sell for a lot of people, including me. It was this bizarre world. And that’s where all of Ken’s work was so important, because he had figured all that stuff out, and you could have these discussions with him, and go: “Who hates who? Why do these guys not like each other? And why are there giant mushrooms? What the fuck’s a Netch?” It was a lot to take in.

Michael Kirkbride
(concept artist and writer)

I used to have this thing with Todd, because he was one of the ones that’s like, “Let’s not make it too weird.” So I’d bamboozle him. There was a period where I would actually draw two different versions of a monster — the one that was weird and that I wanted to be in the game, and then one that was fucking crazy. And so I’d go to Todd, and I’m like, “OK, I think I’ve got the mid-level creature set.” And I’d show him a picture. He’d be like, “Nah, dude, that’s crazy.” Then I’d go back to my office and I would act like I was drawing something new, and I’d just come back with the original drawing of what I really wanted to be in there. Like, “Hey, is this what you were thinking?” And he’d be all, “Oh, yeah, that’s much better. That’s great.”

Mark Bullock
(environment artist)

When I first walked through the doors [at ZeniMax], and walked into the war room and saw Kirkbride’s simple line sketches — I think they were usually just done with a pen — it was raw, it captured energy, and I was like: “What am I looking at? This feels like a real place.” But it’s not your usual revamped European fantasy; I’m getting a heavy dose of Star Wars meets something primitive meets Joseph Campbell. And that’s why I immediately fell in love and knew I wanted to be part of the project.

I think the very first sketch I saw was of Dunmer housing, and there was just this immediacy to it. The world felt like it had a strong story, it was grounded in its own rules, and — while it felt somewhat alien — was still accessible. And I think that’s the genius of these games, and especially Morrowind in particular: The world was real. It had rules. It had its history.

Michael Kirkbride
(concept artist and writer)

Because the world was just getting stranger and stranger, we wrote a whole bunch of stuff that definitely got refined over time, and went in different directions. After The Pocket Guide to the Empire, which was sort of the gazetteer of the world for Redguard, I just kept being obsessed with how the world began. We’ve got this pantheon of eight gods, and yet every single one of the cultures kind of recognizes them, and that doesn’t make sense at all — they’re all different races and whatnot. So what does that mean? And I’m like, “Let’s bring in some books on quantum mechanics, and it’ll totally make sense.”

So we all had kind of different agendas in the creation of the world that we knew would dovetail into Morrowind. And the true north of that was a quote: “Tell me the dog’s story.” I don’t know if Ken got that somewhere or not. But Kurt Kuhlmann, my boon companion — he’d made a board game about the Peloponnesian War, and whenever I would go crazy with something in the society, he would always bring it back to logistics: “If these guys are enslaving people, why? What does it do for them, financially? What does it do to borders?”

Ken said, “You know, you tell God’s story, and Kurt tells the farmer’s story or the soldier’s story. But I want to know the dog’s story.”

And I’m like, “Whaaaaat? That sounds wise.”

It doesn’t matter that we have all these mythic heroes and all this magic and this unlikelihood. How does the pet regard it when it’s getting scraps under the table? And it was a very great way to work. We’d slide between these — I wouldn’t call them specialties — but just what appealed to us. So, much like Kurt would take my stuff and interrogate the logistics of it, Ken would turn around and make it into a homily that they sing at the temple or whatever. And all of that just made it feel more real, so that when they really did start development, we just knew what the world was.

That helped a lot. I’ve never done something like that with a group of people since.

Ken Rolston
(lead designer)

I was a serene beacon of confidence and competence, at least from their point of view. But, in truth, I was just bluffing every bit as much as they were. I learned a lot from art and programming; I have no mastery in those areas, but I was quick to learn the narrative wrappers around the big ideas in a lot of different crafts so I could talk with other people. So, in a way, they were mentors for me with the content, but I was a mentor at managing ignorance and making forward movement. And a useful go-between person, because, for example, my notion of good documentation always has to have images in it with captions, and also has to have maps with detailed legends in them, and the artists were able to read that sort of thing.

In the sense that my creation of documentation spoke effectively to not just writers but to programmers and to artists, yes, I was like a mentor figure. But mostly I was a mentor figure because I wasn’t afraid of what we were doing. I thought what we were doing was almost certainly gonna end in disaster, but it was exciting because it was something that hadn’t been done before. And I believe almost everybody else understood that instinctively, but they were young and they had good reason to say, “I don’t know what’s going on.” It didn’t bother me, though.

Todd Howard
(project leader)

It was one of those projects that got talked about and worked on a little bit in spurts over a period of time. It was after Daggerfall, and there were a few people thinking about Morrowind, but most people were split between Battlespire and Redguard. And Redguard was the game that I led. As time went on, that team became the predominant team, which then went on to start Morrowind. This would’ve been 1998 or ’99, and the dev staff was very, very tiny then. At one point, I want to say it got down to like six people. We put the teams together.

But it was a bad time; Bethesda was about to go under. And that’s when ZeniMax Media got formed. I met with the key people — and they didn’t really know me then — to say: “What do you want to do?” For me, it was kind of a no-fear moment. “Well, it can’t get any worse, right? We’re about to go out of business, and now we have a lifeline, so you better take advantage of it.” It’s one of those things where you go through some tough times, development-wise, and when you’re given another shot, my view was not to be conservative.

We aimed very, very high with what we wanted the game to be.

Noah Berry
(environment artist)

[Our inspiration] was always just a mixture of our favorite movies, fantasy films, previous video games — the pop culture soup that we’d all absorbed growing up. So Morrowind was a huge blend of medieval fantasy, over-the-top high fantasy, and these Dune-like, really foreign-feeling locations. We’d have these subzones in the landscapes that really drove, thematically, what that place in the game should feel like. We tried to give lots of opportunities for both the creators and the player to experience a wide variety of cool things to look at. A cool place to be in.

Mark Bullock
(environment artist)

Everyone loved a good RPG. Everyone loved Fallout. I played a lot of the Icewind Dale and Baldur’s Gate stuff. Todd was always playing racing games and sports games; if there was a football game, he was playing it. Ultima was a big one with a lot of people.

Ken Rolston
(lead designer)

Tunnels & Trolls was a mimeographed, cheap-and-cheerful rip-off from Dungeons & Dragons, and that was my first contact with RPGs. I didn’t see D&D for another two or three years. I had a completely different notion of what role-playing games would be. And it was a rules-light, light-tone epic fantasy, but completely ironic and trashy. There was no war-gaming element in it at all, in the sense that you would just do whatever for shits and giggles. In many ways, that was an underlying impulse — a tone challenge to epic D&D, which was about trying to save princesses and worlds, and dragons beating up on dragons.

Because the gameplay around the table was often at right angles to that. People wanted to have fun. And I think I probably strongly integrated into my notion that fun, in that cheap-and-cheerful way, was more important than the epic thing. That they had to live in conflict. But I was also a rules hack; I was not even slightly interested in the rules. So I became a narrative designer. I’ve never had entry-level skills in rule systems, achievements, and things like that. I simply assisted other people who provided those. With very low standards for seriousness.

Michael Kirkbride
(concept artist and writer)

There’s two games that really influenced my aesthetic: the original Oddworld game, Abe’s Oddysee; and Out of This World, which was a French adventure game that I still adore.

Ken Rolston
(lead designer)

Neverwinter Nights was in development at the same time. We didn’t have access to any working elements of it, but we watched their development and saw the fact that they were going to have a game master, and online gameplay, and we thought of that as innovative in the same way that we were being innovative. But we weren’t influenced by them. What I was influenced by — as I had played relatively few games, but I had played Might and Magic VI — and the unambiguous influence there was a website called The Spoiler. It had a Might and Magic fan guide that was the fundamental model for how I used hyperlinking to map content, landscapes, and characters to present the world of Morrowind internally. And it was also like an outline for me to spew a game into in a big hurry.

So I essentially took a Might and Magic-shaped world and then poured completely different content in it. But the internet, a fan-made game guide, provided a structure that I knew could communicate because users built it, and they built it for users. I think we were also affected by Baldur’s Gate in one or two respects. We knew that it captured the Dungeons & Dragons tabletop tone in the character Minsc, who had the space hamster. And that absolute refusal to avoid anachronisms, and to be silly when you could otherwise be heroic — that made us comfortable. That made us feel like, “Oh, yeah, we can do anything we want.” I would also say that not video games, but games like RuneQuest Glorantha were a shared language for most of the writers: Kirkbride, Kuhlmann, and Todd to some extent.

They had a very coherent, mythic setting that made sense based on historical analogues that had been sculpted to have high-fantasy elements. Those were strong influences on the development of the setting and our notions of how factions would work. And also narrative LARPs, which were, at that period of time, beginning to be the sort of thing you’d get together with sixty or seventy people and play for a weekend. That gave us a great sense of how characters could be in factions and then struggle with each other in the setting, and our goal was to have that appear to be going on in the plot of the game. But it was more of a presentation trick.

Todd Howard
(project leader)

That time was not just about getting Morrowind done; it was the recreation of Bethesda. It was, “What kind of development team do we want to be? How are we going to do certain things?” I did the initial programming, because there weren’t a lot of people. So I wrote the first demo for Morrowind; I wrote the beginnings of the editor. Poorly, I will add. I’m not a very good programmer, but we didn’t have many options. And I was doing a lot of design. It was a sky’s-the-limit kind of moment, but we needed to bring in a lot of people to pull it off. [Bethesda’s parent company] ZeniMax gave me a lot of rope: “Hey, do what you think is best.”

Noah Berry
(environment artist)

[The job] was brand-new for me, so I was already kind of enthralled by that. And not having the weight, yet, of hindsight. Some innocence and naïveté went a long ways toward just letting passion take the wheel. We were trying to do something new, in many ways, while still being fueled by these games that had come prior that we were all big fans of. That’s certainly why I was there. I had been following Morrowind previews in magazines before I was even hired by the company, so I was already on board with the idea.

Michael Kirkbride
(concept artist and writer)

The premise of the game came from Kurt and me — the idea that you were a reincarnation of somebody. You’re kind of a nobody in Daggerfall, and we wanted to go the other way, where you were a big deal. I think Ken hated that at the time, because he really loves the idea of the stranger, and I totally get the appeal of that. Ken’s contribution, which made it sing, was to say, “OK, if we do this, then we never confirm it.” So we never outright say, “Yes, you are [the prophesied hero, the Nerevarine].” Even in the last, final battle with the bad guy, you can go, “No. I’m not. Everybody thinks I am, but I’m not.”

And then we would never, as a company, confirm either way, because it’s your story. So we kinda glommed onto that. We got on our own forums and started role-playing with one another, and trying to build the world, and just testing the voices out. We were purposely contradictory about all those things, so that we just built this way of working where the only info that would come out of Bethesda about the world had built-in plausible deniability.

Mark Bullock
(environment artist)

It’s never dogmatic. We would tell the stories basically from a character’s point of view, and we were always very careful that anything that was presented was told from that specific viewpoint. So you had conflicting notions of what went on in the world: “What happened to the Dwemer?” Well, one group says this; another says that. “What happened in Red Mountain?”

What was great about that is you would actually have factions develop on the design team: “Vivec and his buddies were actually the bad guys, and they usurped their power.” And, you know, “Dagoth Ur — our main villain — he was the victim in all this.” You had the room to do that back-and-forth. So, whenever we would present any history, it was never quite like, “Well, the dwarves disappeared because of the following reasons.” Each race has their version. What’s the truth?

And that’s kind of the magic of it all.

Drunk with power

In fall 1998, following the release of Redguard, development on Morrowind began in earnest. Retiring its own XnGine, the engine it had used to build Daggerfall and its two spinoffs, the team started working with NetImmerse, which would later form the basis for Skyrim’s Creation Engine. Morrowind would become the studio’s first-ever console RPG.

Todd Howard
(project leader)

I love Arena and Daggerfall. But I didn’t like the giant, procedural, repetitive nature of it. That’s the thing I wanted to address. I was a fan of the Ultimas; I wanted the huge world, but also all of the items in it that you could pick up and move around, and [I thought] that the space felt more — “real” sounds cliché, but I felt that it was more grounded. I loved baking bread and all of those things. So it was, “How do we do that on a scale that’s still really large?” And we did look at other systems, like how we did it in Daggerfall. But I think at the time, with that level of technology, you see through it pretty quick. It was, “If we have the right tools, we can build it all by hand and — whereas the scale, compared to Arena and Daggerfall, will be miniscule — it will still feel gigantic.

Ken Rolston
(lead designer)

Everybody else who came from paper-and-pencil game design had a much different experience. They would usually only be able to create text. And I had entry-level scripting abilities, but that’s nothing like being able to build a world, and populate it, and have behaviors in it. But very early in the process, the Morrowind tools made it possible for me to make content. So, in a sense, it’s an unexpected affordance for content creation, where you would think it’d be more of a resistance, but it was exciting because I could make things. And I thought it’d be way harder to do that.

The real thing that excited me about moving into computer games, actually, was Daggerfall. I’d started to play the game, and I said, “Oh, my God. As a player, I can pay for books. I’m paying for exposition.” And this whole idea — as a paper-and-pencil game designer — that people value the exposition and want storytelling in such variety, and the storytelling doesn’t have anything at all to do with the gameplay. It isn’t a power-gaming tool like it was later, where you would get skill increases in Oblivion. Those are things that I just was shocked to discover.

So I wasn’t really aware of video games. Matter of fact, I was video game averse, because I thought I would lose time. I’m puritanical; I used to teach high school. I used to think it would be morally wrong to waste time playing a computer game, whereas in a paper-and-pencil game, you’re creating content. I didn’t think I’d get to create content in a video game. It was so liberating to find that I could that I was drunk with power.

Mark Nelson
(writer and quest designer)

Ken is probably my very best friend in the industry; I’ve learned more from him than just about anyone else out there. Ken has kind of a unique management style, which is that, basically, he has no interest in managing other humans. So he just pretty much trusted us to do what was right, or at least, you know, not get caught [breaking the rules]. And he and I work very, very differently. He writes exhaustive volumes of information and backstory and setting, and he had huge documents that were hundreds of pages for us to ignore completely. But he’s a lot of fun to work with. I worked with him, gosh, probably for about 10 years, both at Bethesda and then at Big Huge, which became part of 38 Studios. I miss working with him every day.

Ken Rolston
(lead designer)

I reinforced every impulse that the community had, and I had probably more experience and therefore had the authority — when I was saying something was good — to sound like I knew what I was doing. But I absolutely did not know any more than anybody else.

Noah Berry
(environment artist)

Personally speaking, I like a low-key environment; down-to-earth folk; honest, fun-loving folk. It was pretty non-corporate-feeling at the time, which was a big draw for me. They’re still in the same building that they were in when I was hired, and they’ve since grown to occupy the entire space; it’s a huge company now. So they were literally in the basement of the building. There were these 10 or so folding tables in a corner of this huge warehouse basement, where they used to actually physically box up and ship out the games back in the day.

Picture a half-lit space with cheap department-store lamps, with everyone sitting at card tables. It was pretty awesome. The most unpretentious, scrappy — it was like a workshop, basically, which I thought fit the spirit of what I was looking for, and what made games fun. I’m sure the other folks would probably be in agreement that it wasn’t necessarily physically comfortable.

Erik Parker
(programmer)

My desk was in exactly the wrong place. I had condensation from a vent that was high up in the ceiling, because this basement warehouse was pretty tall. And they didn’t put in a real ceiling; they just painted the rafters black. So I had condensation dripping on my head. I shifted around a bit, and put a bucket under it, but eventually it got to a point where I would leave the bucket there over the weekend, and it would be overflowing by the time I got back on Monday.

Eventually, we complained enough that they got a contractor to wrap that vent in some kind of insulation — which prevented the water from dropping on my head, but it didn’t stop the condensation. We’d look up, and this material around the vent would be this bulge, and it just got bigger and bigger and bigger. Because it filled up with water.

Finally, Craig [Walton] took decisive action and grabbed a long pole, taped an X-Acto knife to it, and lanced the boil.

Mark Bullock
(environment artist)

In the old days of Bethesda, when you finished making the product, you then went to the packing floor and you boxed it up. You loaded up pallets and put it on a truck. At the old Bethesda, you did everything from the moment of its inception to it getting to the store. They took that old space — it was all underground, it was all dark and industrial, with I-beams and exposed venting — and that’s what we moved into. And that was just this kind of permanent twilight. In some ways, I’m sure we all needed our vitamin D, but on the flip side of the coin, it was almost perfect for the game we were making.

During breaks, people would take a walk in the game, as opposed to going outside. You would catch people doing that all the time. And it was very cool — because the world was so big and everyone had so many jobs they were doing — to just say: “I’m going to go to this part of the world and see what everyone’s working on.” People would take a walk and watch the sun set over Seyda Neen.

Noah Berry
(environment artist)

We were kind of these misfit miscreants — the little goblins in the corner. This was during the peak and then the immediate aftermath of the dot-com era, so there was a lot of hype around the internet and computers. And there were a lot of other R&D divisions for ZeniMax — they had all these other goofy corporate names back then. So it was this strange mixture of internet tech, and the PR portion of Bethesda Softworks, and then this little corner for the game devs. It was scrappy, and it was rough, and it was kind of fun.

The company was still growing, and we went through some tough times during Morrowind. That ended up being a pretty brutal development cycle. The space was under construction; they had just gutted it, and were basically rebuilding it. I think that’s also part of the reason why we were at those folding tables like that, too. It was a transition period.

Mark Bullock
(environment artist)

We were all in one great big room, and it was just end-to-end tables. If I pushed back in my chair too much, I was bumping chairs with one of the programmers. Todd was four tables away; it seems like he was up on a little platform. Maybe that’s just the way I imagined it. It was like a classroom — everyone elbow-to-elbow, back-to-back, belly-to-belly, working away.

And that was actually very empowering, because you could say, “Todd, do you think we can get one of the programmers to get a smoothing tool into the tray editor?” And he’d look up from what he’s doing, and say, “That’s a great idea.” And then Mike Lipari would be over there like, “Yes, I can do it.” It was that fast. That communication was awesome. We were able to collaborate so, so quickly.

Ashley Cheng
(associate producer)

A lot of people will say that Mike Lipari is the most important person in the building, and he really was. And still is. He’s this programmer who knows the guts of the engine and the game really, really well, and he was sort of our general go-to firefighter. There was no problem that he couldn’t help you solve.

Ken Rolston
(lead designer)

We were raised by wolves. We had, essentially, none of the modern notion of having producers. I don’t think we had producers; we didn’t really manage ourselves using schedules and things like that. We just started working with this idea that we would stop when we were done, which is not a smart way to make software. We were lucky that we were able to do it. That level of improvisational skill — inexperienced people ready to learn quickly — was our virtue. And I think that was a young virtue. We had lots of agency; we could do stuff; we were rarely blocked. We had so much to do, but it didn’t stop us. And the tools were fascinating. It was fun to play with them. Like a sandbox experience for a player, only it was a sandbox experience for designers.

Mark Bullock
(environment artist)

There are lessons that I learned at Bethesda, developing Morrowind, I try to take with me everywhere: ease of use and immediate accessibility. If you take the most traditional first-person shooter engines, you have to micromanage a lot of your content because you’re building things on a smaller, tighter scale. For Morrowind, you didn’t really have that option; you had to get everything out there.

Something as simple as the world pre-divided up into streaming cells. If you had an asset — if you move a tree, let’s say, across that border into another big region of the world, the engine automatically knew that you had moved that tree. It now associated it with the appropriate streaming cell. Whereas, when were using Unreal at Surreal, doing This Is Vegas — a game that never shipped — you had to manually make sure all your assets were assigned to the proper loading volume. Otherwise, you could have buildings that were miles away that weren’t properly associated, so you’d be trying to stream it, and just crazy stuff would happen.

The Morrowind engine took the load off the developer, so you could concentrate on making your content — not managing your content. And that’s always been one of my mantras, and I think I picked that up from Todd: spend your time creating things. You were able to disassociate yourself a little bit from the technical aspect of it, and just say, “I’m building Sadrith Mora, and making sure that it looks great and it’s fun.”

As an artist, if you’re not having to actually crush up your own pigments, and you can just concentrate on getting the paint out of a tube to put on a canvas, it speeds up the process quite a bit.

Mark Nelson
(writer and quest designer)

When I first got there, one of Todd’s first things was, “I want you to learn the editor. You know, do some level design, build some interiors.” And I was just shit-awful at it — I mean, I was bad. I was trying to make good stuff; I just was not good at it. He was like, “Make an inn for one of the cities. Make an inn for Seyda Neen.” It just looked horrible. It took a while, I think, for the company as a whole to realize that these mythical level designers that other companies had actually were needed. ’Cause when you made us stupid designers do us, it just didn’t look good. So that didn’t last too long. We were in the engine all the time, but when it came to sort of messing with stuff like that, we didn’t do too much. If we were building one of our quests out, we usually work with an artist, but we don’t mess around with an interior. You learn quickly: let the people who are good at it do it.

Mark Bullock
(environment artist)

From studio to studio, the definition and responsibilities of a world designer are always slightly different. On Morrowind, I started out strictly as an environment artist. I was modeling assets and texturing them, and then they were like, “And now you roll into the world and you start assembling the actual locations.” And that’s where my passion really is. I like modeling stuff, but I’m happier assembling the whole world. So that’s exactly what I started doing. I got my sets — I did the Telvanni and Daedric and a few others — and then just started assembling the world. Then, on top of that, even crafting little mini scenarios to give the locations their own unique flavor.

Noah Berry
(environment artist)

Morrowind was a broader reach in terms of what environment art meant. It was much more about worldbuilding. The art team, compared to later projects like Skyrim or Fallout 4, was much smaller. And I think it’s fair to say that most of the folks, at least on the art side of things, were all pretty new to it. There were a lot of fresh hires and folks new to the industry as a whole. Also, in terms of physically making a game like that — a fully 3D, open-ended, go-where-you-want kitchen sink — the crazy-hard stuff? That’s kind of the Bethesda secret sauce, and we were all really trying to figure that out.

Mark Bullock
(environment artist)

They had done, essentially, what you’d call their preproduction work. That was a lot of Ken and Todd and Michael Kirkbride getting that stuff sorted out on the front end. And I was the lucky consumer who then devoured the documentation and started to apply what I needed to. Sometimes there were things very specific; other times, it was kind of loose. So Ken’s building quests and storylines, and there are other quest designers. I’m building my own dungeons and locations kind of free-form, and other times Mark Nelson or Ken would come up and say, “I have this location, and all I really want to do is make sure it’s large.” That usually meant how many loads — how many subsections were inside. “And I want to have a lot of traps in it.” For whatever reason.

I would go ahead and build out the location — I had so much creative freedom — and then run it by them and say, “Does this fit your needs?” And it was a very quick thumbs-up or thumbs-down. The team was pretty small, especially by today’s standards; we were all attached to each other’s hips. It didn’t matter if you were an animator, an effects artist, an AI programmer, or a quest designer — we were all right there together in the same room. You didn’t need Slack so much; you could just kinda yell your question over to the person, and they would yell back. We were kind of fully integrated across all disciplines.

Noah Berry
(environment artist)

Kirkbride was coming up with a lot of the conceptual artwork that we would start off with as a launchpad, and then we’d run it through the filters of what was established in the game already at that point. So whatever we created could settle and congeal, from our heads to a collective sense of how things should look. And then we’d fine-tune it to match the rest of the world. Getting something on-screen in the game was always the ultimate test for that.

Erik Parker
(programmer)

The artists would come back with assets, and Todd would always push for more detail. It really didn’t matter what they came back with — characters or enemies or buildings. Todd always pushed for more polygons. Because he wanted it to look really good, and he thought we could build an engine that would do it. I like to think we did. It was awfully pretty at the time.

Mark Bullock
(environment artist)

I saw this image once, of a lighthouse, and that really struck me. There was some location — I think it was Greek, but not like ancient Greek — not a refined Library of Alexandria or 1800s lighthouse. And, basically, I started Seyda Neen off with the lighthouse. I built it, placed it, and I looked around, and then I modeled the terrain kind of around the lighthouse. Took my assets and isolated the dock. But really what I wanted was a sense that this was a colony — it’s the Imperials, and they’re no slouches, but it’s still a little bit on the frontier for them. So I wanted it to be like a rough sophistication. A little bit of the Wild West going on. I liked the fact that it was in a swampy sort of area, so you could have that sense that you’ve just arrived, and the streets aren’t paved, and they’re still rough. If there’s a rainstorm, I’m picturing characters up to their knees, kind of sloshing through, and some Imperial grumbling: “What did I do wrong, to get sent here to this outpost?”

And then just a careful arrangement of elements. Because even though, at the time, the engine just seemed so powerful, you still had to make it feel like there was more going on than there actually was. Seyda Neen was one of my first where I didn’t have that many structures, and if I’d put them all on a simple grid, it would have been a very uninteresting location. So that’s why they’re sort of askew — a little off. A little elevation change here and there. It’s the first place the player sees, and you want it to make an impact. You want it to stand out. Now, every location doesn’t have to be Vivec City — this huge, immense presence. Subtlety can be magical.

Ashley Cheng
(associate producer)

My earliest memory of the game is walking around that first town, when you get off the boat. We had a heck of a time getting that guard to walk down the stairs properly, so oftentimes I would cheat my way to the beginning of the game, and skip character generation, really. For me, it just had this weird, otherworldly color palette; it was unlike anything. It wasn’t a traditional fantasy at all. It was an odd game.

Noah Berry
(environment artist)

Seyda Neen gives the player a little bit of familiarity before the world unveils itself and gets crazy.

Matt Carofano
(lead artist)

I made all of Vivec; I made all of Balmora; I made almost all of Ald’ruhn; I made almost all of Pelagiad. I did most of the cities for the game, and then Mark or somebody like that would come in and make other villages and variants and flesh out some other areas, which was such a huge help. I did the initial look for the Ashlands and what they were gonna look like, and the Ghostfence that surrounded the Ashlands. I made the temples and the High Fane in Vivec, and the meteor hovering above the city. I did a lot of environment art for the game, but I’m particularly proud of the cities.

Mark Bullock
(environment artist)

An artist had basically a month to take some of the loose concepts that we had, refine them a little bit, model them out — interior sets, exterior sets — and then build a sample of each of those. Sadrith Mora was my first Telvanni place, so I built all the Telvanni architecture, and I used Sadrith Mora: modeled all the terrain, designed its layout, assembled that. And I said, “OK, here’s what I think a Telvanni place would look like.” Again, quick thumbs-up, thumbs-down — a lot of creative freedom. Seyda Neen was one of my very first Imperial places that I built. That set was a little bit of myself and a little bit of Matt Carofano. Basically, we split that set in half. My initial tasks were to create the art assets, and then, once they were made, to start building the world with them. And using other assets, too — so I might build a location out of assets that I didn’t create myself.

Noah Berry
(environment artist)

There’s a lotta clutter. Down to knives and forks and plates — the tiniest things. Which I remember making and putting in the game, and us having debates: “Why do we have this stuff in there? What’s it for?” The impetus being that it just makes the world feel lived-in and tangible and tactile. You can get a better sense that there are NPCs and people that live in this world, and actually being there and feeling like it’s a real place. It’s less distant and abstract. And, on the design side, we’d add stats to it and let you pick it up and carry it with you, and let you have joke weapons like giant forks. Part of that was being open-endedly creative and making yourself laugh about it. Making it fun.

Matt Carofano
(lead artist)

All the objects were real objects you could pick up, and they were maybe just worth some gold. You could sell them. But everything had value, and I think that made the game feel more realistic. You could break into everybody’s house, and look around and steal all their items, and they were all real 3D objects in the world. I don’t think something like that had really been done before.

Noah Berry
(environment artist)

Because our team was so small, we all sort of dabbled in everything. When I started, it was a lot of beds and chairs and tables. The interior kits — kind of like Lego sets for the buildings. I have fond memories of the lead artist and I staying crazy hours at the office, very meticulously going through hundreds and hundreds of interiors, and just doing lighting passes, turning dinner plates so that the highlights on the plates would line up with light sources. Saying, “Nobody’s gonna notice this.” But in the back of our heads, we were thinking, well, maybe it won’t stand out to the player as something off or wrong in their subconscious mind, and that will help make the experience of playing the game gel more nicely.

Matt Carofano
(lead artist)

Noah and I worked on everything together. This is gonna sound awful, but we worked seven days a week for over a year on Morrowind — 80- to 100-hour work weeks. It was insane. Everybody came to work, and I’m not trying to take away from anything anyone did; it was a huge team effort. But the two of us would stay till two in the morning, ’cause we went through and relit every single location, and recluttered every single location. It was nuts. Definitely a passion project. We were excited to do it, but it was overwhelming at the same time, and just so much stuff to get through. “How do we make this huge world and fill in all the gaps?”

Mark Bullock
(environment artist)

We were building this world, and making this game, and it was almost for ourselves. It was a unique passion. We were always thinking about the end user and the player, but it almost didn’t matter if it was going out to the rest of the world. It was one of the most passionate projects I’ve ever worked on — not that commercial vibe. Not that marketing sense or anything. It was like working on a true piece of art. It was a very unique experience. It was open, it was collaborative, it was charged. It was like family. There were disagreements; people were passionate about it. But at the end of the day, everyone was just throwing their bodies and souls and hearts into the project.

Ken Rolston
(lead designer)

I’m happy to say that I don’t believe they realized they were inexperienced, because they were so busy doing things. And from my perspective, the inexperience meant that they would overreach themselves, fail, and learn quickly. It also meant that they would try a lot of things that other sensible people wouldn’t do. The lack of dogma permitted divergent thinking. Another great virtue is that we were making far too much content; it was stupid to make that much content. It was the first console game in the series, and the right decision would have been to limit scope.

So we did the opposite thing, and again — why we did that? I think we just didn’t know any better. And a lot of it’s unpolished and sometimes painful to play, but otherwise the game wouldn’t be this size, and it wouldn’t have all the different experiences that you can have with different tones. Like a good film, BioWare’s good at maintaining a single tone. The Witcher, even more; they’re tone nazis. But ours was more fun for shits and giggles, and very user-focused. Because we were users, in the hardest-core sense.

Noah Berry
(environment artist)

Even the folks like Todd Howard were still trying to understand it: How can we possibly do this, tech-wise? How can we support it? How do we fit all the cool things we can think of on the design side and make them work in reality? So that translated pretty much one-to-one with how the art had to go. With our more bite-sized art team, we had to build the whole world that way. We were always like, “How does this work? Who has done this before, even remotely, that we can look at and get a sense of how to build the world and present it to the player?” It was very much having cool ideas in our heads and on paper, trying to get it out on the screen and make it work, and basically making it up on the fly.

There were guidelines, but Redguard and Daggerfall and Arena were so different, technology-wise. The soul and spirit were still there, and we were certainly concerned with trying to bridge that gap and bring that forward, but it was a whole lot of newness. Morrowind had a new team. It was a new chapter, I think, for both the company and for The Elder Scrolls. The editor was brand-new at the time, too, and that became part of the DNA of Morrowind. I’m pretty sure they’re probably still using that. That’s carried through all the way to the most recent Bethesda games, for better and for worse.

Mark Bullock
(environment artist)

It was a huge challenge, but everybody was totally invested. It didn’t matter what you were doing; you had your specific role, but ultimately, unless you decided to opt out, everyone had a say. You got to have an opinion on the game and where the franchise was going. Todd Howard and Ken Rolston were great. They listened.

Ashley Cheng
(associate producer)

I was basically on the publishing side, and one day — I think it was back in 2001 — Todd Howard came by and said, “Hey, you know, I could really use a producer. I just need somebody to walk around and track what everybody’s doing. Do you think maybe I could borrow you for like a month?” And of course in my mind, I’m like, “Hell, yeah!” After a while, it was pretty obvious I was never gonna go back.

Mark Nelson
(writer and quest designer)

I love Todd. He was never intimidating, partly because I wasn’t a big fan of The Elder Scrolls, because I couldn’t get it to work right on my computer. I could never get Daggerfall to work right. I played a little bit at friends’ houses, but it was just broken on my machine. And not that anyone’s ever claimed Daggerfall was buggy or anything. So I didn’t know who Todd was. I knew who Ken was just a little bit, because he announces it when he comes in every room: he tells you that he’s an internationally celebrated game designer, and here’s why. But there’s no less intimidating person than Ken; he’s the most personable and approachable guy in the entire world.

Todd was just my boss. He was the guy, at the end of the day, who was gonna tell me whether anything I was doing was any good. So he was as intimidating as any boss ever is, but Todd and I are about the same age, and he’s a genuinely good guy. It was never like, “Oh, my gosh, I’m working for these brilliant people.” Todd has this annoying habit of almost always being right. It’s infuriating, but he’s got the best game instincts of any human being I’ve ever met. He just knows when something’s gonna work, and you start to learn to trust that. It takes a while — you’ve gotta fight with him a few times. But he’s pretty amazing.

And he and Ken are so insanely different. It was kind of good working with the two of them, because they care about none of the same things.

Pete Hines
(director of PR and marketing)

The funny thing about Todd and Ken is they’re really wildly different creative folks. Ken was almost like this sort of crazy wizard. He would talk in funny ways, and he’d be perfectly happy with dialogue-heavy, text-based stuff. He didn’t give a shit about graphics or visuals or any of that stuff. And so Ken was always on about factions and the lore — the writing and the story and the quests. Todd obviously also had a role in that, but Todd had the larger vision for creating a world with a certain level of visual fidelity, a sense of place, and a sense of immersion, where you don’t even need to talk to anybody to have a great time. Where the world is a character, and you’re sort of just traveling around. And then you add to that the dialogue and quests and all that other stuff.

So the two of them had this crazy back-and-forth: this older wizened guy who had been making games forever, and then Todd, who really had visions for how he wanted to push and evolve video games to be kind of more than they were. It was interesting and fun to watch, not just on Morrowind but over the years.

Erik Parker
(programmer)

You could definitely tell that Ken came from a pen-and-paper background, because he had these ideas that would work great for a pen-and-paper game. But, when applied to a computer RPG, they were difficult to implement. So that’s primarily what I remember Todd doing. Todd was very involved in the design, but a lot of what he did was sort of reign Ken in a bit.

Mark Nelson
(writer and quest designer)

Todd and I once got into a 45-minute-long screaming match about how high werewolves should jump.

Todd Howard
(project leader)

It was a very heated discussion. It’s just funny when you leave work thinking, “Why didn’t this person understand why I think werewolves should jump this high versus this high?” And you take that outside the office, and people look at you like, “What are you even talking about?” Then, you know, you walk in the next day and say, “All right, well, let’s do it the way you want. I’m sure it’ll be fine.”

Mark Nelson
(writer and quest designer)

That may have been the one argument I ever won with Todd. He’s just got great instincts. It’s been forever since I’ve been there, but when I was there he was somewhat involved in getting into the nitty-gritty design. But he cares about every little bit of the game. He understands how the code works; he understands how the art works. He can’t touch everything — he can’t get into the deep parts of the design — but we sat in meetings for hours and hours and hours because he wanted to know everything about every quest line.

And what he cares about, at the end of the day, is making a good game: Are the mechanics fun? Is the game fun? And he did a lot of that by feel. He was a master of having a spreadsheet that ran every system of the game in Excel. And that’s not Ken. Ken cares about the worldbuilding — and he doesn’t even care about the story so much. He just wants to create all of these little threads and see how they’re going to unravel, and hint things to the player. It was funny when they argued, because they weren’t really speaking the same language a lot of the time.

Todd Howard
(project leader)

Ken’s quite the character. He’s one of my favorite people in the world, and I enjoyed working with him immensely. He was very, very good at finding the nuance in what makes a character’s personality so great, and — most people say “the gray areas,” but it’s more than that with Ken. There’s good parts and bad parts of everybody. And letting the player enjoy those moments. He really brought a lot of life to the individual [Dunmer] houses and what he wanted them to be. I focused more on the gameplay systems, the character system, the interface, the art. And, obviously, leading the project.

Michael Kirkbride
(concept artist and writer)

Todd was a great leader, even then. He’s probably one of the coolest people in gaming, man. He can keep everything in his head and still crack a joke. I love Todd. I still remember being really sad that I left, and he was like, “You’re the most creative person I’ve ever met.” And whenever I’m between gigs, or whenever I get really down, I’m like, “Yep. Todd Howard said that about me.” Fucking 20 years ago or whatever.

Ken Rolston
(lead designer)

Todd Howard was the real visionary and architect of Morrowind and of Oblivion. I was just like a veteran general of past wars who knew an awful lot about the way wars used to be fought; he was able to imagine how the new wars would be. Todd and I often disagreed, and Todd was almost always unambiguously right about the right software decisions, and the right game decisions. And I often went to a lot of work to prove to him he was wrong, and then what he did was he would simply implement something that worked. Then I would, in abashed respect, withdraw to my tent and sulk. I wasn’t always happy with Todd’s narrative ideas, because I felt I understood narrative better than he did, and I probably did.

But nonetheless we worked together well, because I was able to serve a valuable function for him. And he was a lot of fun to work with, so it was very productive conflict that we had.

Noah Berry
(environment artist)

There were definitely flare-ups. I think most of us were genuinely passionate about what we were working on, and excited about it. And then also just frustrated because of how ambitious the design of the game was, faced with the inevitable reality of making it, especially being a small start-up-sized studio. Not to bemoan it in a negative way, but any video game is an uphill battle, and you’re facing challenges from the moment you first start doing anything. It’s constant problem-solving, doing more than what you’re seemingly capable of. That tends to build frustration over time. It’s a lot of long hours, and it’s in a basement. There were no egos there. It was more like, “We love this, but the reality of doing it is fucking crazy.”

Icarian flight

While the artists and programmers assembled the game world, the designers and writers sitting across from them began to populate it. Characters with desires and dreams and unsavory secrets were given life and purpose throughout the massive sandbox. Once players ventured out across the island, they’d find the quests Bethesda had left for them starting to unfold organically, in their own time. And some of them were utterly absurd.

Ken Rolston
(lead designer)

I built a map, put towns in; took a document, put the names of characters into them; and then put like three-word trait modifiers — like “charming, shiftless, angry” — for all of them. And when people had to start creating quests, they could go to a location, find out which people were there, and pick a person who seemed to have personality that I had stuck in for whatever reason — because he belonged to the right faction and he lived across the street from a competitive bar or something like that. And they could, using the spew that I did in the first three months, make progress. After that, I really wasn’t nearly as useful. I was making content like the rest of them. When I was writing the first few months, it was all documents and stuff that I already knew how to do perfectly. The rest of it I loved, but I had no idea how to do it.

Michael Kirkbride
(concept artist and writer)

Ken wrote reams of text. And with Redguard, Todd pushed for nonlinearity; we were gonna make an adventure game where you could do anything at any one time. So we just brought that sensibility over, which led to these really kind of deep quests that you could do in all these different orders.

Mark Bullock
(environment artist)

You leveraged anything that you felt was empowering the player. Let them ignore the main storyline. That was part of Bethesda’s DNA, especially in The Elder Scrolls. It wasn’t about a mechanic or a gimmick or a certain feature. It was: “Well, here’s a world. Go play it how you wanna play it.”

Michael Kirkbride
(concept artist and writer)

Morrowind was a big jazz band, you know? There weren’t a lot of things where we were bright enough to know that we shouldn’t do it.

Mark Nelson
(writer and quest designer)

There were a million books to be written. Ted Peterson and Kirkbride wrote a whole bunch, and they are more talented writers than I. I mostly wrote books for my quests; “The Lusty Argonian Maid” was my personal favorite, and it was all of a page. I was mostly doing dialogue — a few of the little lore books — but then as time went on, moving into the expansions and Oblivion, we kind of spread that out more.

When I first got there, Ken had mapped out some basic plotlines for what he wanted done in different quests. And to his credit, he was willing to just hand stuff over and say, “Here’s what I’d like done. Get to it.” He really left us a lot of creative freedom and said, “I’m gonna trust that you’re gonna do good work and not screw this whole thing up terribly.” It’s odd — in other places I’ve worked at, it hasn’t been that way, but there was no one looking over our shoulders. It was just really getting stuff in the game as fast as possible. And the game was so big that no one had time to see everything. So you hope that someone else maybe took a look at your stuff, and by the end we had some QA folks looking at it. But it was a lot of just kind of working, eyes at the screen and not even knowing anyone else was in the room, for weeks at a time.

Michael Kirkbride
(concept artist and writer)

The world bible was just a bunch of documents that we had somewhere on the network, and it got huge. Morrowind was originally the whole continent before Todd wisely pulled everything back into that one island. That’s the actual thing that we could populate.

The books were way later, once all the houses needed to be populated with something. And they were really popular in Daggerfall; people used to read a lot more in their RPGs back then. So we probably didn’t need hundreds of books, but we wanted to, and we divided them all up. By the end, I was convinced that I needed to write the in-world bible of the main antagonist — or the antagonist before the antagonist — the god-king of Morrowind. I was supposed to write 50-some books, and I kept going, “You know what? This bible’s getting really big.” And so it ended up being 36 of those books: the sermons of Vivec.

Ashley Cheng
(associate producer)

Is a console audience ready to read all these books? The answer: Fuck yeah, dude. They love the books! Who’s gonna read all these books on their TV? A lot of people.

Mark Nelson
(writer and quest designer)

Ken had vague outlines for the factions and guilds. Doug [Goodall] was working on the Fighters Guild and maybe the Mages Guild, and I think the Fighters Guild got handed over to me. Then all of the Daedric quests were always mine, and they were my favorite to do anyway, ’cause then I didn’t have to write a long story; I could write one-off, diverse little bits. I fell in love with the scripting system pretty early on, and so I liked seeing what ridiculous things I could make the engine do. I was mostly doing the Daedric quests and all the miscellaneous quests — all of the naked barbarians, or the witches out in the wilderness.

Ken loved to do what he called “model-and-variant quests,” where he would have, you know: “There’s a naked barbarian in the wilderness, and this is the hook on this one. Give me five naked-barbarian quests.” Or, “Five witches-in-the-wilderness quests.” So those ended up kind of being what I had to start out with; if it was on the fringes of anything else, that’s what got handed over to me. All the weird little characters and the Daedric quests became my specialty during Morrowind.

Ken Rolston
(lead designer)

No one had done factions for a large narrative. Mark Nelson and I did a GDC talk on what makes great narrative, and it was essentially just a fight. I’ve always believed that narrative themes and settings are the important elements of narrative in an open-world game; he argues that plots and characters are. And we both have extremely irrefutable arguments in that department. So that struggle was very important. But the factions, which proved my argument, gave frameworks for the characters to all have shared relationships and understood conflict and alliances. And the players, even if they didn’t get gameplay feedback on it, projected meaning on their activities. They brought a lot to the experience with that idea of where the factions came from and why they were fighting.

Mark Nelson
(writer and quest designer)

It was an interesting approach, because the lore, especially then, was such a mess. There’s so much stuff — there was the Dragon Break to explain all the different endings in Daggerfall. But, to their credit, Ken and Todd wanted everyone to have ownership of certain areas, and they said: “Hey, figure out what you’re interested in and just kind of own that. Take it over, and rewrite what you need to rewrite and make it work.” So I liked the Argonians; I tended to focus on them a lot. I think I probably wrote up a lot of documents that no one ever read about Argonian history, and here’s how they bred, and all sorts of crazy stuff like that. Ken loves writing big worlds; I tend to focus more on writing characters and stories. Which worked well when we worked together that way. I tended to focus more on little character studies and one-off quests. That worked better for me; writing these giant backstories for the world wasn’t as compelling. I loved to find these quirky people and see what made them tick.

And that’s why I liked the Daedric quests — they had nice themes built into them, but then you could really work outside the bounds of what was happening everywhere else in the world. They were very self-contained. I loved writing the quests with Umbra, and little guys like M’aiq the Liar. Personally, I always latch onto that kind of stuff.

Ken Rolston
(lead designer)

“Hentus Needs Pants” was my creation. It was funny. And it’s because I decided I wanted to have an adventure where, when I came over the crest of a ridge, I saw a character standing in the river. I said to myself, “That’s not happened in any other game. What — what’s going on?” And you go down and you say, “Hentus doesn’t want to come out of the water ’cause he doesn’t have any pants.” That was my inspiration. And then I had to think of some kind of a story to build it into the game.

But it’s those really bad impulses that you have that are a beacon to other players, and memorable. I would also say that, from my point of view, having Caius Cosades, your spymaster, be the only guy in the game with no shirt on — I knew that somehow that would creep people out. And you put a skooma pipe under his bed, and you do these other things, and you’re telling a story visually that is going on in the background of the player’s head. They’re not even conscious of it. And he’s talking in another, heroic way, so you’re able to give a conflicting narrative.

Mark Nelson
(writer and quest designer)

We could do whatever we wanted, and you just hoped you didn’t get caught. One of Todd’s rules is that humor has no place in games. So then the goal was always to see what funny shit we could get into a game. That made it fun.

Michael Kirkbride
(concept artist and writer)

I do remember going, “Hey, does that mean Sermon Fourteen went through?” And Ken’s like, “Yeah, why?” I’m like, “OK, never mind.” He says, “No. Why?” I’m like, “You’ve read it.” And he goes, “Yeah, but should I read it closer?” Because it was like a holy treatise on blowjobs, heavily veiled in this made-up holy language. So it makes me laugh that, you know, 11-year-old Timmy’s like, “Hey, Mom. Check out this Xbox game!”

Mark Nelson
(writer and quest designer)

My favorite quest — and I laugh about it because it’s probably the most successful thing I’ve ever put in a game, and it was my first game — is “A Falling Wizard.” Tarhiel, the man who fell from the sky. And that was done days before we went gold. From what I remember, they had just gotten the physics system in and working at all. One of the programmers mentioned it, and I was like, “Oh, this is a new toy to mess with.” The factions were done, the main quests were done, and so now we were just kind of sticking stuff in where it felt like there were holes. And one of the places it felt like there was a hole was right at the very beginning of the game. You’re dropped there in the middle of nowhere, and you could walk along some of these paths with nothing happening, so we needed something around there.

Ken Rolston
(lead designer)

I had the ideal for a Scroll of Icarian Flight. Just because nothing good ever happens to Icarus. And I think it was Mark Nelson that said, “That’s a terrible idea — I’m going to do that. I’m going to implement it.”

Mark Nelson
(writer and quest designer)

I was messing with the physics system, and I was cracking myself up because I could script a guy standing on this invisible platform up in the air, and within a certain range I could make it disappear, and he would fall to the ground and die. We’d been working a lot, so I may have just been very tired at the time, but I was laughing hysterically about it. It was just making me insanely happy doing this stupid thing over and over and over again.

So eventually I spent a couple hours just working on that guy, and throwing a couple scrolls in his pocket to explain how he had gotten up that high, and I threw maybe a note in his pocket as well.

Ken Rolston
(lead designer)

When you walk just outside the beginning area of the game, a guy falls screaming from the sky and drops dead, and then you can take things off him and try out the Scroll of Icarian Flight, and suddenly find yourself sent into the stratosphere. That’s a joke that never gets old; it’s fabulous.

Mark Nelson
(writer and quest designer)

It surprised people, and became a thing that they remembered. It was done at the last minute just for the hell of it, and it’s the thing I look back at and go, “I’m actually pretty proud of that. That worked pretty well.”

Especially when I was working on Bethesda’s games, it was always at the end that the best stuff got done, because that was when all the tools actually worked. And there was a quest in the first town you start in, Seyda Neen, which was Fargoth — he’s sneaking around the town, and you have to watch him from up on top of a building. That was one of the last ones I did, and I don’t think it’s a great quest, but I loved the feel of it because it was different than anything else. You were spying on a guy; you had to watch where he was going, and figure out where he was hiding this ring. But the guy who fell from the sky is probably the one that most people will remember.

And Creeper, the big gold exploit. I had lost a bet to one of my best friends, and I told him I’d put him in the game, and he was a drummer, so I put him in as a scamp merchant. And I didn’t tell anybody, because nobody told anybody anything — we just did stuff. And it turned out that it just completely broke the economy of the game, because scamps shouldn’t have been able to be merchants. Sometimes you did stuff, and sometimes it broke things, and sometimes you didn’t find out until after the game shipped. That was one of those.

Ken Rolston
(lead designer)

Time was our problem. We had promised to deliver it for the release of the Xbox, and we had no reason to think that we could do that. We had no reason to think we couldn’t do it; there was just no data on creating something that big and that complex — and also the idea that it’s a console game.

Todd Howard
(project leader)

We got approached by Microsoft to do an Xbox version, which I was leery of at the time, but it worked out incredibly well. That actually became the dominant platform it was on.

Noah Berry
(environment artist)

I think Microsoft was just trying to wine and dine basically any studios that would have games for them to promote as hot properties to drum up excitement for the Xbox. And there was probably a huge financial benefit to doing so. That may also have been part of Todd’s vision, too. He’s definitely a big console gamer, as well, so he was also just enthused about the idea that we could make this work — take this crazy, complex, PC-style game, and get it to work on this brand-new system.

Ashley Cheng
(associate producer)

Every time we ship a game, I still don’t quite know how we did it at the end of the day. But that one was just bonker-balls. After we finished on PC, we had to make it work on an Xbox. That was crazy. We were PC developers at the time, and the original Xbox was quite a challenge — down to the point of realizing: “Hey, we have to lay it out on a disc. And there are fast parts and slow parts to discs.” We didn’t know any of that stuff back then. We were learning it all the hard way.

Todd Howard
(project leader)

We were really unsure about the Xbox. I had made a bet, internally, that there’s no chance the Xbox would come close to the PC sales. And someone bet me that the Xbox [edition] would outsell it, which it did. The Xbox version was extremely difficult. We had never done a console game — even though the original Xbox was very PC-like. Microsoft was a great partner; they believed in the game and helped us quite a bit. But we had so many issues trying to get that kind of game in a system that had so little memory.

You could do a trick on the original Xbox, which was that you could reboot it during a load screen. So you could put up an image that stayed there, reboot your game, and people who play it on the Xbox won’t be able to tell. But those of us who worked on the game can tell you: “That load screen? Your Xbox is actually rebooting the game.” It just couldn’t handle the memory situation, so we had to clear it out. And it actually worked really, really well. That was one of our final tricks. Our Hail Mary.

Erik Parker
(programmer)

Towards the point where I started thinking about leaving, it was becoming very obvious that the game was going to take a lot more effort. And Morrowind became this project that sort of hoovered up all available nearby resources. The tech team, which had been an independent team, all got recruited to work on Morrowind — primarily to help with the Xbox port. Originally, we were going to be a PC-only title, but Todd wanted really, really badly to get Morrowind on the Xbox. He talked with Microsoft all the time, and flew out there a couple of times. He worked very hard on that. It was supposed to be a launch title, and I know that it got pushed back because we all realized that there was a whole lot more work to do, and there just wasn’t any way we were gonna hit that deadline. It wasn’t gonna happen.

And that was kind of a rough time, because the whole company was experiencing sort of its own little dot-com crash. ZeniMax, as a whole, saw that Bethesda was one of the divisions that it had that was going to make money, and it was going to be difficult to make money with several of the other divisions, and the money was running out. So there was some downsizing. That was about the time I decided that I needed to get out. I started my career working on Madden Football — Madden 2000. And that is a planned death march. You do 60-, 80-, hundred-hour weeks, and they just plan for that. I’d come off of that a year before, basically, and I just didn’t feel like I had the death march in me at that point. So I looked for other work.

I felt really bad about abandoning them, but apparently I didn’t piss them off too much, because they left me in the credits.

Matt Carofano
(lead artist)

It was clear to me that we had to make sure this game happened, and if we didn’t, everybody was gonna lose their job. So there was a lot of pressure. That’s why I was there every day of the week, super-late hours. Half of that was because we were so into makin’ this game, and then the other half was the fear of: “If we don’t make this game, everybody’s gettin’ fired.” I guess that kind of came to a head late in the project, where the admin group was worried about us getting it done on time, and trying to mandate hours and stuff like that. And I don’t think it helped morale.

What Todd did is, he had a meeting set up in the hotel next door. So we all left the office for the afternoon. The whole dev team — like 30-some people — showed up in a big meeting room, and no one really knew what was happening. And he made new business cards for everybody that were whatever you wanted them to be.

He said, “We’re gonna do it our way, or it’s not gonna happen at all.”

So we got sort of this mental break: “OK, let’s try not to worry about the pressure that’s on us to get this done, and let’s just focus on making this really, really cool game.” And that did help a lot.

Ashley Cheng
(associate producer)

Todd really pulled everybody together and just said, “Ignore publishing; ignore ZeniMax and all that stuff. We are our own company within this, and we have our own processes, and we’re gonna figure this game out together.”

Todd Howard
(project leader)

The game was running late. I want to say this is late 2001, because I remember it taking place sometime after 9/11. And we were crunching really hard; Morrowind was a very difficult crunch. There was this sense that if we don’t get the game done, and done well, we would be in trouble. Because it was kind of our last shot and our first shot, if that makes sense. But the team was under immense pressure from the outside to get the game done, and I had felt this huge morale drop. Usually, you can tell when people are doing their best work — they’re focused; they enjoy it. But they were just burnt out, and it wasn’t a healthy environment for a little while.

People were worried about their jobs, too. “We were worried it was all gonna go down before, but now the game’s not coming out on time. Are we gonna lose our jobs?” So I did an exercise where I asked everybody, “If you could have any title in life, what would it be?” It was just like an email question. “What would you like to be known as?” And you get all sorts of great and random answers. But my plan all along was: I printed business cards with that as their title, and I called an off-site meeting. I did the meeting in another building, so I think a lot of people thought they were fired, or being laid off.

And I brought everybody in, and said, “Here’s where we’re at: We’ve been given a lot of pressure. People outside the team have told us what to do to get this done. But the only way this game actually gets done the way we want is if we all come together and do what we think is right. The team has been through a lot. If you’re on board, and we are gonna reset and do this thing, then come up here and take your cards and join me tomorrow.” And that was the meeting.

That was probably five to six months from when we finished.

Mark Nelson
(writer and quest designer)

It feels like we were working 100 hours a week for about a year. Again, we were a small team, and Bethesda wasn’t a big, rich company like it is today. There was always talk like, you know, “Are we going to make it? We’re not sure if this company is going to exist.” And there were layoffs, so it always felt like we were working right on the edge. The only real challenge was not killing each other. After long hours, you started to get a little bit of cabin fever. But I look back on it so fondly; it was the most fun I’ve probably ever had making a game. Sometimes we all hated each other by the end of the day. But you didn’t have people looking over your shoulder; you didn’t have a giant QA department sending you a whole lotta bugs; the bugs just shipped. That was more fun, I guess. It was mostly a good time.

There was a lot of yelling because we didn’t really have any kind of asset-management system in place. We weren’t using Perforce or anything, so we were constantly bashing each other’s stuff. The way we were making the game was really just the same way that anyone does a plug-in: with the Construction Set. But what would happen is someone would check something out, and someone else would check something out, and they would just overwrite each other. It was happening a lot. I remember people just screaming, because they felt like they’d lost hours of work. And you kind of learn to not do that.

We were doing things in ways that, now, no sane company would do — without all the QA, without any asset-management software, without level designers, without UI people. People just did stuff, and it was this amazing bit of luck and serendipity that it all came together and ever made it out the door.

Pete Hines
(director of PR and marketing)

Taking something like that on, and managing to survive and ship it and have it be good? It’s not a miracle, but it’s in the ballpark.

Ken Rolston
(lead designer)

The tradition at that time was that if you had bugs, then you shouldn’t release your game. We expected to have billions of bugs, and we didn’t know if [Microsoft’s] testing program would immediately find all these problems. What we didn’t count on is the degree to which we totally intimidated Microsoft’s testing. They said, “We can’t possibly do this. Let’s just play it as much as we can.” And the more you play those games, even the size of your character save increases the chance that you’re gonna have a crash.

But we got through certification the first time [we submitted the game]. That makes no sense. If you’re gonna talk about the miracles — the things that have to have been divinely influenced — there is no chance that a game of that scale, that had that many moving parts, should have passed cert the first time it went through. And my assumption is that Microsoft said, “This is a product people are going to love even if it’s broken.”

Mark Nelson
(writer and quest designer)

That sounds just unfathomable. We did have testers; there was an outside company at the time called Absolute Quality, and we used them a little bit. But it was — it was so big, it was almost impossible to test it. By the end of Morrowind, we had one guy who we’d taken from Absolute Quality who was our QA department. But, yeah, God. It passed cert on the first time? That’s shocking, and a testament to the good engineers we had at Bethesda. That’s amazing. I don’t know that that’s true, but it may very well be.

Pete Hines
(director of PR and marketing)

That whole time is a complete, hazy blur. It does sound familiar that we passed cert on the first try. It was just such an amazingly complex game that they weren’t remotely prepared for testing it, compared to other stuff where you play this quest and then go to the next one, and it’s sort of logical and orderly. It was just unbridled chaos. Well, how can you tell when unbridled chaos is working as intended?

Ashley Cheng
(associate producer)

We wanted to say yes to the player so much that, in Morrowind, we let you break your game. We let you kill a quest giver, and we literally told you, “Your save is now going to be broken. Is that OK?” And we let you say yes. Who does that? Morrowind lets you break your character and your progression — and people really cling to that. Even today, people will tell me, “Morrowind is my favorite game of all time, and basically it’s been downhill since.”

Ken Rolston
(lead designer)

If Bethesda has a secret sauce, it’s knowing that “broken” is not a preventer of success. I’ll make an analogy: Bob Dylan made it possible for singer-songwriters to sing their own songs. His voice is terrible, and the idea was that you should not do that. In breaking that tradition, he allowed a whole new class of singer-songwriters to evolve who were able to personalize the experience of their songs to the user, and in many ways Bethsoft has been visionary about that. Maybe the only other game companies that are that kind of visionary are all the indies. I haven’t seen that level of courageousness; I see the opposite. High polish is the standard. If you make an open-world game, you have to ship it broken.

Bethesda’s best games are always doing far too many revolutions per minute, in too many areas. Their content-creation style requires tolerance for failure; they’re overly ambitious. But we were cheerful and positive about being able to get out alive when you start on something like that. I give Todd a lot of credit for the unanalyzable skill of hitting the sweet spot for delivering, just at the last moment in your schedule, what you said you were going to develop. And I think part of the skill is throwing away features, but we really didn’t throw away a lot of features. We just cut corners on quality wherever possible.

In later cases, like Oblivion and Skyrim, you didn’t need to cut corners because you had experienced people. But on Morrowind, we had to.

The temporal myth

Bethesda Softworks launched Morrowind on May 1, 2002. The game was an overwhelming success, first on Windows PC and then on the Xbox the following month. Bethesda released a pair of expansions — Tribunal and Bloodmoon — in November 2002 and June 2003, respectively. Morrowind went on to be held up as one of the very best games in Bethesda’s history, as well as one of the greatest computer role-playing games of all time.

Mark Nelson
(writer and quest designer)

We were about to start on Tribunal, and everybody was pretty fried. We had really been working crazy hours, and no one knew if the game was going to be a success. We just had no idea. This whole RPG-on-a-console thing was a stupid idea, right? Everybody thought that was gonna be dumb — except Todd, who was right. And it was like five o’clock on a Tuesday night or something when we were starting this design meeting to figure out Tribunal. At that point, it was Ken, it was me, and it was Doug Goodall. I don’t think anyone else was there for design at that point. But it just became this really contentious meeting with Doug and Ken.

Ken wanted to do some stuff, and Ken is perverse. He will throw out just ridiculous ideas for stuff, and he knows they’re bad ideas, but it gets you talking. He wanted to have like weird Amazons who are stealing your shit, and it was all horrible. At the same time, Doug was this lore purist, and he knew the lore backwards and forwards, and he’s like: “That doesn’t make sense.” They’re getting into this argument, and by the end of it Ken had left. Doug had stormed out of the room; he took his ID card and a note and left it on Todd’s desk, saying, “I quit.” And I went home and was like, “What all just went on in this meeting?”

I had a dentist appointment or something the next day, and so I was gonna be an hour late, and I get into the office and everyone’s running around going: “Todd’s looking for you! Todd’s looking for you!” Todd had come into his office, and Doug had quit, apparently. Ken wasn’t there — although it turned out that was planned. And I wasn’t there. So there’s no design department anymore.

Todd’s going, “What the fuck happened in this design meeting? I have no design department.” And, as it turned out, Doug quit and stayed quit.

He was just like, “You know what? This isn’t good for my health. I’m getting too stressed.”

It got weird sometimes.

[Ed. note: Goodall did not respond to multiple requests for an interview; Howard declined to comment on this topic.]

Mark Bullock
(environment artist)

When I say “family,” it was family. Which had the good and the bad side of family. Because it was passionate. Everyone on that team was invested, and even if you disagreed, you knew that it never came from a point of laziness or carelessness. I look back, and it’s so funny — I was always an angry young man. Everything was equally important. I’d be so outraged, and in hindsight it was nothing. Sometimes, Ken and I would be sitting across from each other in the dining room, and he would just smile with glee, watchin’ me starting to shake: “Can you believe we’re not going to do this?” Or, “Can you believe that this happened?” It’s a little embarrassing, and I’ve grown up as a developer, but those are dear memories.

It was a hard time. There [were] long hours. People put everything into that. And it was definitely worth it. Like all things, the good stuff — the important stuff — always stays to the forefront, and anything that was causing you frustration kind of fades away, just disappears in the background. And I’m glad it’s that way, because I love that game.

Mark Nelson
(writer and quest designer)

We would often have a lot of late nights, and we were all just out of our minds. I remember a night where we were all getting a little goofy, and someone had — you know those bug zappers that are shaped like tennis rackets? Someone had one of those at his desk, and for some reason everyone was picking on Ken, and someone had taken his shoes and hidden them, and then somebody walked up behind Ken and was holding this thing over his head. And it arced. Ken’s kind of bald on top, and there was one little hair, and it arced to the one little hair on the top of his head, and this little wisp of smoke was coming up. [...]

Mark Bullock, who’s a good friend of mine, had a happy-hour bell and a neon light he would flip on in his cube at five o’clock, and he would make drinks for everybody at five, because we were gonna be there until midnight anyway. There were a lot of nice moments like that. But there were also weird times, like people quitting in the middle of meetings. I remember having this day with layoffs where no one knew what was going on, and everyone thought the whole company was closing down.

Noah Berry
(environment artist)

The roots are always more humble, so to speak, and simpler, than how things grow over time. Watching each successive game come out, knowing the strands of DNA that were there all along, and seeing the reception and the number of folks that were able to play and experience these, it was always surprising. I always had kind of a sense of wonderment, like, “Oh, my gosh, where is this all gonna go? How are we gonna top this next time?” On the flip side, it was really rewarding to see that people still respond to this cool, slightly older-school computer role-playing vibe that we always tried to instill into the games.

Todd Howard
(project leader)

We hadn’t done a big Elder Scrolls in a long time; it was a six-year gap between Daggerfall and Morrowind. And the depth that it had, the agency the players had — that still resonates with people. I think when you look back at it, if you try to play it now, there’s gameplay mechanics that have not aged well. But the exotic nature of the world, and your ability to find your own way in it, absolutely holds up for me. The way the dialogue works, too — that nested, kind of hyperlinked system — we spent a long time designing that, and I really like that system.

Ashley Cheng
(associate producer)

Morrowind is a very text-heavy game. I used to have the numbers memorized for how many lines of [spoken] dialogue were in each of our games, because I was fairly involved in that process. I wanna say Morrowind had maybe 5,000 lines of dialogue. We went through and recorded intros; we wanted to make sure that everyone had something to say when you walked up to them. Even though we had the rich dialogue trees and the hyperlinked text in the game, we wanted to make sure that each of the races and the sexes had a distinct voice, as well. That was the beginning of having [original Wonder Woman actress] Lynda Carter record voice-over for our games. She’s the voice of all the female Nords in Morrowind.

Todd Howard
(project leader)

When I played the Elder Scrolls Online version of Morrowind, and you go to Seyda Neen, I tell you what, I got very nostalgic. I see some of their stuff, but I’m not involved in their actual creation process; I get to see the final result. It was like a time portal. They had really done a fabulous job with it.

A lot of people enjoy fantasy that’s different; “stranger in a strange land” was what we were going for. And it’s intentional that you step off the boat and Seyda Neen has elements that you’d recognize in a medieval village, but then here’s the Silt Strider and these other things. The Telvanni [dark elves] are further away in the island, to sort of lead you into this: “Well, I’m out of my element.”

I think every game is partly that. Every game has a learning experience where you don’t feel comfortable. Even if it’s a game that’s presenting a world that you supposedly know. You could have a game set in your hometown, but you still don’t know the game, so you’re still a little out of your element. And Morrowind embraces that in a really nice way.

Matt Carofano
(lead artist)

It was just us kind of laying the foundation for how we make an Elder Scrolls game. I think Morrowind was the start of rebooting The Elder Scrolls, and that leads directly into Oblivion and Skyrim. It’s everything from: “How do we make an open world? How do we make all the areas we need to make? What’s fun about this type of game?”

Michael Kirkbride
(concept artist and writer)

It went 180 with Oblivion. Because Peter Jackson’s Lord of the Rings was coming out, and it was fucking great. And since technology had come so far, Todd was like, “We’re gonna make that. We’re gonna go back to traditional fantasy.” And that’s cool. Oblivion was rad.

Ken Rolston
(lead designer)

Working on Oblivion was more pleasant, but at the same time, because I had less control over the authorship, I was less invested. And I think, really, it’s very kind of them to credit me for lead design. I certainly did the job that I needed to do, but it was not as important to me as Morrowind was. I think I’m probably only really great the first time I do anything. And then, after that, I’m great because I have the experience. For Oblivion, I made the outlines and then — we had experienced people — I said, “This is an outline. I want it to look like it has the same content, but I want you to change all the elements in it. I want you to make it whatever you want to make it.”

I worked on things in the background; I worked on the non-quest dialogue so that it made the world more colorful. It’s the kind of thing that Todd knew that I could do and that I would enjoy. But I did not enjoy making the main quest for Oblivion. It wasn’t the kind of main quest I would want to do. Having done Moby Dick the first time, and then not being able to do Moby Dick again — in many ways, I think Morrowind is to Moby Dick as Oblivion is to the movie Titanic. It was a great spectacle, but very generic and very accessible to users. And so there was sort of a loss of investment on my part.

Mark Nelson
(writer and quest designer)

I’m proud of [Morrowind]. But you go back and play Morrowind now, and it’s hard. That’s a hard game to play. “Where’s my quest marker?” And, God, I fought against quest markers; I fought against fast travel. It was like, “No, we have to be RPG purists!” And Todd was right — Oblivion was better for it. It made it a lot better on console. But, my God, we were dumbing down RPGs. We were ruining RPGs forever. Now, I go back and I’m older and I’ve got kids, and I don’t have as much time to just wander and find things. And that was a lot of the beauty of Morrowind. You could just wander and come across these random little things. Now I appreciate those conveniences we find in a lot of the more modern games.

I love hearing that people still care. Video games are such this weird, ephemeral art form. I’ve worked on games that I will never see again, and I spent years of my life on them. They will never be seen by another human ever again. And that sucks. They just go away, or you can’t play them because you don’t have the console anymore. So it was nice to see that Xbox made it a game that’s backwards compatible; it makes me happy, and I can show it to my kids. “Look, this is what your dad worked on!” And they’re like, “Can we play Fortnite?”

Ken Rolston
(lead designer)

Oblivion is better software. The problem with Morrowind is, as a game, it’s totally broken. And when I say “as a game,” I mean that if RPGs have four pillars, they have narrative, exploration, achievement, and combat. Combat and achievement are broken in Morrowind. So it is not as much fun. It also is much less fun in the beginning, because the evolution that occurred in Oblivion — of having the character creation in the middle of the action as opposed to just a walking-around exploration thing — changed it radically. And of course Skyrim iterated on that.

It’s possible to miss with a weapon in Morrowind. And, again, I hold Todd responsible for solving these problems in Oblivion. The idea of missing in tabletop things has always been part of it. But the point is, in a video game, the user experience is better if you hit and have some feedback. It’s the fact that your action always has immediate feedback that makes it reinforcing.

Also, leveling? You can easily level, you know, in the first two or three hours to a level where you’re tough enough to take on almost everything. And yet the things that you can’t fight are asymmetrical to you, because they use different systems. You take a look at Oblivion, and it solved the problem in the most brilliant way possible by using rubberbanding, which of course has its limitations. We didn’t have a sophisticated implementation of it, but nonetheless it meant it was fun to play at higher levels. And the challenges seemed fair and balanced in some way, even if stupidly balanced.

With Morrowind, we were lucky to get a game out without testing it. We had no way to test a game like that — to play it over and over again. So we made it easy. That was the right choice. But that is the consequence of it being an almost two-decades-old experience.

Noah Berry
(environment artist)

It was at a sweet spot in the industry. Out of all the wide-eyed, more idealistically designed PC RPGs, it really maintained the core of tabletop role-playing. And it was a seminal game in terms of laying the foundation for these huge, sprawling open-world games like Red Dead Redemption and The Witcher 3.

Pete Hines
(director of PR and marketing)

Morrowind is probably underappreciated and overlooked in terms of how important it was in setting the course for where we are as a company, and to whatever extent games that we’ve made have influenced other people. Morrowind was hugely important, not only because it was a big sort of modern-era, first-on-the-console, open-world RPG back when people were telling us: “There’s no way this is going to sell on an Xbox. Console players don’t want to play this kind of thing.” But also because it came with the Construction Set, and was so big into supporting mods and modding, which has become such a huge thing for us and what we’re known for.

It really laid the groundwork for Oblivion and what that was able to do, and then, subsequently, Skyrim. All of those things, collectively, had a role in changing how people viewed open worlds and player choice. Morrowind was the one that really started everything on that course, moving it from what Arena and Daggerfall had accomplished, which was cool and impressive — but, to be honest with you, just not on the same scale, and certainly not with the console aspect.

Erik Parker
(programmer)

I think that Morrowind was, frankly, revolutionary. It came out, and there just really wasn’t anything like it. If you squint hard enough, you can see bits of it in Daggerfall, because you could still go anywhere and do anything. Both Ken and Todd wanted there to be multiple solutions; they didn’t want to lead the player around by their nose; they wanted to leave multiple ways to get things done and let the player figure it out. You didn’t really see a lot of that at the time. I think it did shape that whole open-world genre. And there are a lot of open-world games these days.

Ashley Cheng
(associate producer)

It’s funny: when you’re working on these games for years, you’re listening to this music literally for years on end. And it always brings me back to when we were working on Morrowind. We were in the basement, it was totally dark everywhere, and it would be really quiet. Nowadays, I have a Spotify playlist, but I used to have the MP3s burned to a disc that I would play in my car, or at home, and every subsequent Elder Scrolls game, I would just keep reburning that disc and adding more music to it. But that soundtrack was so distinctive and lovely, and that’s never gonna go away. There are a couple of tracks in Morrowind that are some of my favorite pieces of music of all time.

Michael Kirkbride
(concept artist and writer)

Morrowind is a story that you can opt into. And that’s never changed about Elder Scrolls. You can leave the main quest behind and never finish it. But where I think Morrowind is probably the most successful is that it’s the best novel about a character you never meet. And that would be Nerevar, the guy that you’re supposedly the reincarnation of. Everything orbits around that character. Even if you’re not on the main quest, he was such a vital part of the earliest history of that nation. The world couldn’t exist, and the cultures wouldn’t be the same, without that inciting incident. So that helps make it feel real. And people remember their game — their story they made with it. I still love hearing anecdotes from that.

Ken Rolston
(lead designer)

Seventeenth-century Chinese novels used to be published, and only about 25 percent of the book was a novel, and the other 75 percent were commentaries by other people responding to it. So the experience was not just the text; it was how people reacted to it. And I believe, with Bethesda games, you’re missing the point if you’re just looking at the text. You should look at the “let’s plays”; you should look at the bulletin boards. You should look at how Daggerfall players used to post pictures of themselves in an all-black outfit, because they’d assembled every one of the pieces of the black garments, and they’re doing a fashion show. Because seeing how people express themselves, and how people play them, reflects the greatest virtues of the games — that they can be played and experienced in completely different ways.

Todd Howard
(project leader)

I was adamant to put out this editor we had built, The Elder Scrolls Construction Set, because I wanted people to create their own modules. I thought that would give it this life, and it did somewhat, but that laid the groundwork for us doing it in Oblivion and Fallout 3 and Skyrim and Fallout 4. So I also think the Construction Set is a legacy that we’ve continued, and that for our audience — who understands our tools and keeps getting better and better at it — it’s a huge, huge part of our games now. I named it after Stuart Smith’s Adventure Construction Set on the Apple II, which I still have in my office.

Ashley Cheng
(associate producer)

We gave [PC players] the raw textures and the raw meshes on the second disc, so we basically opened up the archives and let you do whatever you want. We wanted you to create content. One of my favorite modules was — fans really wanted mounted combat. They wanted horses in the game. So they took pants, they reshaped them, and created a horse out of pants. They put the horse’s head in the front and the tail on the back. And they would wear this pair of pants around and pretend that they were riding a horse.

Mark Bullock
(environment artist)

People will ask me, “How do you feel when someone goes through and retextures your assets?” And I’m like, “More power to them. I love it. Would you rather work on a game that no one cared about?” We were under time constraints. Any artist — if you don’t give them a deadline — that piece will never be done. Because it could always be better. So when I see some of the things the community has done, I think it’s awesome. I guess people expect me to be angry or jealous that my original thing got changed, but that world is a living, breathing organism. It continues to evolve; there’s nothing static.

I think that’s what makes these games so special, and that’s what made Morrowind so meaningful for me, because I had never really seen that before. A lot of guys would talk about Ultima or some other things, but I hadn’t done that. I hadn’t played any MMOs. So it opened my eyes up.

Mark Nelson
(writer and quest designer)

It was the most fun I’ve ever had working on anything. It was a lot of good people, and it was a lot of people’s first job in the industry. There’s no way that game probably should have gotten finished. It wasn’t an experienced team; it was just a really talented, passionate one.

It was a bizarre, strange, and wonderful time. It felt like it all happened so fast.

From March 25 to March 31, Bethesda is offering Morrowind for free. Check out more details here.