A retrospective of Unreal, from the people who made it


Unreal turned 20 years old this month. The extraterrestrial first-person shooter spawned (and showcased) a game engine whose descendants still motor on today. To commemorate all those screaming prisoners and innocent alien creatures killed at the hands of jumpy players, I got in touch with a handful of the original team and asked them to share their memories of making the first Skaarj conflict. This is how Unreal was made, from the perspective of the programmers, designers, artists and musicians who were there.

“Working for Digital Extremes on Unreal was my first full-time job as an artist,” says Mike Leathem, who still works for the studio. “[And my first] experience working with digital media (at ALL, I had never even seen a drawing tablet before)…

“So all of it was exciting and at the same time terrifying – impostor syndrome vs. so many possibilities. I had no idea what I was doing, and every day I learned something– about how to use the tools, about how much depth you could fake with pixels on a flat polygon… about the trade-off between cool ideas and things that could get done on time.”

That particular lesson, about which artistic visions would make it into the game proper, is something he remembers thanks to the game’s wildlife. Unreal has some jump, rat-like creatures, scuttling around the player’s shins on the alien planet. But Leathem hadn’t originally imagined them this way.

“I don’t remember who proposed that there should be, like, background animals, but I remember making a sketch for a Nali cow, and being disappointed that the version in-game was only given the polygon budget for two legs and a tiny tail, instead of the vaguely stegosaurian proportions I wanted.”


But he remembers this, he says, with a smile. It was a project that lacked the structure of modern-day development, but one that also gave creators great freedom.

“It was a wild ride, by my tame standards – it felt to me like whatever people wanted to do, and could do well, got included.”

That sense of possibility doesn’t end with Leathem and his alien rat-cows. All the developers I spoke to shared the feeling of being on a game-making frontier. They were following the template solidified by Doom, yes, and were also following Quake, the first shooter to use a truly 3D engine, a fast-paced FPS that let you shoot polygonal enemies with grenades that bounced round corners (not to mention the ability to frag other humans over a LAN or the early internet). Quake II would also be released months before Unreal. But, according to Tim Sweeney, who was a leading programmer on the project, the team working on Unreal were making their own breakthroughs.


“As a programmer, the most amazing thing about Unreal development for me was the sheer number of industry firsts we got to see throughout development,” he says.

Sweeney is the founder of Epic Games (although it was called Epic MegaGames when Unreal was in the works) and he remains the company’s CEO today. The game was made by two companies – Epic and Digital Extremes. So when it comes to Unreal, Sweeney is quick to give credit wherever it’s due, rhyming off name after name. He clearly takes pride in the shooter’s details, in its flames, fog and waterfalls. But I also get the feeling he’s making sure I don’t leave anyone out.

“James Schmalz’ gorgeous 3D models with true-color artwork animating perfectly smoothly at 30 FPS using vertex interpolation. Exiting the tiny crashed spaceship at the start and seeing a large outdoor scene with a canyon and a waterfall, in real-time 3D for the first time – built by Pancho Eekels. Building the first real-time volumetric fog system and then seeing Shane Caudle’s underground temple with its fog-filled chambers with real-time fire and water by Erik de Neve.”


“And after a couple years of building all of this beautiful but sort-of lifeless content, seeing it all come alive with Steve Polge’s ReaperBot-inspired AI system… with the first Skaarj encounter that Cliff Bleszinski designed.

“It was a magical time in the early history of 3D that saw breakthroughs almost daily.”

But Sweeney, along with Cliff Bleszinski, didn’t just want the alien baddies to dodge bullets and the sloping canyons to look good. They wanted the world to sound good too. The game’s composer, Alexander Brandon, makes the process of petitioning a studio head seem straightforward.

“I could see early on that the game was going to be special,” he says. “So I grabbed Michiel [Van Den Bos, a fellow composer], walked into Tim Sweeney’s office and said: ‘We’d like to do the score for this game, is that ok?’ And he said: ‘Yeah, definitely!’”

The studio was pushing for ‘interactive music’ in a way that felt entirely new to Brandon. This would be music that reacted to the player’s actions and position, rather than simply play on a loop for an entire level.


“We had conversations that are commonplace now but not commonplace back then: what happens if the player goes back and forth across a music trigger? We can’t have the music switching constantly. So do we use a timer? Distance? It was a whole new way to think of how to score a game. This was in 1997, so this whole concept is now old enough to drink.

“And collaborating with Michiel Van Den Bos created a style that wasn’t done before and really hasn’t been done since for the soundtrack… The whole process was exciting from start to finish. We wrote tracks. They went in. And I don’t think we revised much of anything at all.”

Brandon would go on to work on the Deus Ex soundtrack with two other Unreal alumni, Michiel Van Den Bos and Dan Gardopée. One of his only regrets is that the score of Unreal wasn’t released separately. The soundtrack got a limited release along with other merchandise (in one instance it came packaged with a strategy guide) but Brandon wanted the score sold separately, and he asked both Epic and publisher GT Interactive if this could be done.

“My requests either got ignored or turned down,” he says. “It’s definitely a regret I still have, but many, many composers struggle to get their scores released separately. It requires legal attention and marketing like any other release. The essential part of the argument is to convince the parties that be that it’s financially worth it. And just now with the popularity of soundtracks? It is totally worth it.”

Brandon isn’t the only one with strong memories of the game’s music being recorded. According to Artur Bialas, one of the game’s artists, if you walked through the Digital Extremes studio in Waterloo, Ontario, at the height of development, past the “Mountain Dew pyramid”, past co-workers eating their dish from ‘Curry In A Hurry’, and past the pet huskies of your colleagues, you’d reach the lobby of the building and find the sound team recording music for the Nali levels. Also: the boss playing the sax.

“We recorded a live session of conga drums and I think at one time Tim Sweeney was playing some really cool riffs on saxophone,” says Bialas.

Bialas was an artist, creating textures and skins no bigger than 256×256 pixels, which meant getting creative when it came to something as detailed as alien signposts.

“The Skaarj writing was based on ancient Cuneiform scripts,” he says. “We had fun creating other alien writing systems that appear throughout the game.”


Even some of the basic 3D elements started in the roughest manner possible. Early in development, the team used clay models, which they scanned digitally into the game.

“The hand that was holding the guns was a mold of one of the developers hands,” he says. “Unfortunately I think none of the models stayed in the game, or they were heavily modified. Once we fully switched to 3D applications like 3DMax and Maya all the assets were built using those applications.”

As one of the makers of these raw materials, Bialas also remembers being approached for favours by individual level designers, who had a lively culture of oneupmanship.


“There was a little competition happening between the different level designers and they would constantly ask the artists to create custom/special textures for their levels.”

Even today, if you play through Unreal Gold, you’ll notice that every level begins with a credit: the name of the level and the name of the ‘author’ who designed it. Mothership Basement by Cedric ‘Innox’ Fiorentino. Ceremonial Chambers by Elliot ‘Myscha’ Cannon. Rajigar Mine by Cliff Bleszinski. Just like Sweeney, the level designers wanted credit where it was due. And they weren’t beyond making special requests of artists like Bialas if it meant their temples, lairs and villages were more exciting than those of their peers.


Friendly rivalries and music in the lobby is a happy way to remember the creation of Unreal (a “triumphant reality to gamers around the world” as one particularly hype press release put it). But there was also crunch, a punishing aspect of work culture in the games industry that still hasn’t gone away.

“It was both brutal and horrible,” says James Schmalz, lead designer. “And exciting and amazing.”

“I remember the last year of legit 70-80 hour work weeks with the team knowing we were making something very special. We could see the excitement building with the new Unreal community and we knew we had a lot to live up to. We were 20-something’s and were willing and had the energy to make the sacrifice to really bring it all together to make it special. But it definitely took an emotional toll, no doubt.”

Schmalz is still the head of Digital Extremes, the studio now known for free-to-play shooter Warframe. He’s also the man who started it all, when he showed off the side project that would become Unreal to Cliff Bleszinski in 1994. Later, he showed his work to Tim Sweeney of Epic MegaGames, who was so appalled at the thought of Schmalz designing all his levels using pen and paper that he started working on a level editor for them. By now, the two companies were in it together. And they weren’t so much “in for a penny, in for a pound” as they were “in for a million”.

“The excitement was knowing we were making something big. Something that would compete with the other big games of the time,” says Schmalz. “And kinda knowing we were putting everything we had into it. Financially, emotionally and creatively.

“It was all in. Personally, I had put about $1M into it, so from my perspective failure was NOT an option. At all. There is something to be said about letting everything you have be out on the line. It’s both incredibly exciting and tremendously nerve-wracking.”

As work continued, that high emotion in the studio could spill over into disagreements and angry exchanges. When I ask Alexander Brandon, the game’s composer, whether he has any bittersweet memories, he tells me about the stressful run-up to E3 one year.

“[W]e needed more music to demonstrate the game at an E3,” he explains. “We only had two or three songs that everyone was getting tired of after months, and were working on more but were also waiting on seeing more of the game as well.

“As E3 loomed, a few emails got sent out that, needless to say, were not happy about the production speed of the soundtrack at that time. All-caps swear words with several dozen exclamation marks.

“Of course, you can’t hear music at all during E3 due to the loudness of the floor. And years later I’d see the guy who sent that email and he greeted me with an enthusiastic hello and warm smile.”


The game missed internal deadlines, suffered delays, and lots of assets were made that never got used. Those final days in particular were crazy, says Brandon. “But we all got through ‘em.”

When the project did end, it ended in a way that’s increasingly rare today. Work stopped, the game had shipped, and that was it. Unreal was finished and it was all on the CD-ROM. There was no ‘day one patch’.

“The [memory] that sticks out to me is finishing,” says Schmalz. “We were working our asses off so hard and for so long. And then, one day, at a certain hour, it was just done. Done. It was surreal. Working 70-80 hour weeks and then full stop. It was an odd but incredibly rewarding feeling… Definitely a ‘life moment,’ which I would never trade for anything. It helped define who we are.”

“We had people from all over the world working in the studio,” says Bialas. “Soon after the game went live, the team went back to their respective homes. Some of us would not see each other after that until many years later. I miss the camaraderie of that team and that sense of working on something that is on the forefront of innovation.”

You can still play this 20-year-old shooter today, in the form of Unreal Gold (Epic recently gave it away for free on its birthday). And it holds up surprisingly well. There are tense moments, cinematic traps, dark corridors, and thick-skinned enemies who dodge your fire. Unreal deserves its place not just in first-person shooter history, but in the history of videogames as a whole. The engine behind the game, by itself, has been massively influential.

The machine built for Unreal went on to power Deus Ex. Follow-ups of the Unreal engine have since been used for a litany of games from BioShock to Mass Effect to XCOM: Enemy Unknown (although we can give a bad example too: Duke Nukem Forever, which was already a year in development when Unreal came out in 1998). That influence is lasting. Even if you’re a Quake lifer, or if you’re too young to have done combat with the Skaarj, you’ve probably still played a bit of Unreal.


  1. Urthman says:

    Playing the Unreal demo before and after installing my first video card was one of my top ten “HOLY SHIT VIDEO GAMES CAN DO THAT?!” moments of all time. The edges of the world geometry were so sharp I thought they were going to put my eye out.

  2. Rao Dao Zao says:

    Quite possibly the best game soundtrack ever, so many absolute TUNES. The main game and the expansion come to something like 3 hours of music when you go through all the incidental and the odd unused bit, and it’s all utterly fantastic.

  3. Grazor_09 says:

    Now I want Unreal Tournament for next year… Oh the memories

  4. notcurry says:

    Stepping out of the ship into that landscape, with the music kicking in, was no doubt one the most awesome moments I’ve had playing a game. Actually, I don’t think that characterizing it as “playing a game” does justice to the experience. That’s when I knew games are much more than a playful pastime.

  5. franziskus777 says:

    Thank you very much for this beautiful feature! Unreal 1 is one of my most favourite games of all time. Due to the graphics and the outstanding soundtrack it created an immersive gaming experience which is unparalleled to me until this very day. Ive always felt a little sad for the game, because only three month later Halfe Life 1 got released and for the most people it cleary outshone Unreal very fast.

    • Premium User Badge

      phuzz says:

      Ahh, that was it, Half Life!
      I remember playing Unreal, but I think it was six months/a year after it had been released and some other game had over-shadowed it for me, but I couldn’t remember which, but yes, it must have been Half Life.
      Sorry Unreal, you just couldn’t compete with that opening on the tram.

      It didn’t help that I still had my Amiga, and was playing PC games on friends’ machines. Each game only got a short while to impress me and after that my mind was made up (for twenty years apparently!).
      I should probably go back and see if I can get past the first level now :)

  6. ariston says:

    I remember writing an enraged email to the support staff, demanding to know why my ATI 3D Rage card (with a whopping 2 MB) wasn’t able to run the game properly. Feeling young, angry and entitled, I even asked them to work on improving the performance of the game. The reply was: “You’ve got to be kidding. Upgrade or forget it.” Refreshingly to the point.

    In 1999, I finally got a PC capable of running Unreal in all its glory. Loved every minute of it, but the first encounter with the Skaarj really stuck with me.

    • Pizzzahut says:

      Haha. I remember having to edit the unreal.ini to get the resolution low enough for the game to be playable (~15-20fps) on my 2mb S3 Trio. Even at that res, with low settings, the game still looked impressive. Occasionally, I’d bump the res up to 1024×768 just to see what it looked like. Frame rate went down to ~5fps, but damn it looked good.

  7. jwhex says:

    I was just going through the lengthy “Top 75 PC Games”, which was beautifully done, wondering where the big U was (and the follow-up UT). This game is an absolute legend to me. I spent every dollar I was given by my father for my birthday that year on this game and it did not disappoint. To me, the names like “Brandon” “VandenBos” “CliffyB” and others live on forever.
    I spent easily 10 times more time level designing, learning the code, playing with the features of the game than actually playing the game. I was 13 and a life long gamer (I played “Contra” before I could actually walk) and this game lead to my fascination with computers, not just gaming. It sounds a little crazy, but this game actually changed my life. It inspired me to pursue computer technology almost standalone because of that level design program (Unreal Editor). Nothing satisfied me more than making a level in UT and having people jump on it Online and start blasting away with modded weapons from Unreal 4 Ever or AgentX.
    Thanks for writing the article, these guys are just game designers but to me they’re basically legends!

  8. EgoMaster says:

    When I was playing this game for the first time, I remember a level with a triangular or rectangular structure with two lifts going up to a garden. I was already very beat up (HP: 31%) when I came to a door. When I opened it, I came face to face with a mercenary. He emptied his gun on me. I immediately turned back and started running (while taking a couple of more shots). When I reached a corner, my HP was down to 1%. After opening two doors, I found one of the elevators and went up to the garden to eat fruits that restored 10 HP if I remember correctly. I was eating the fourth one when that same mercenary unexpectedly came out of the elevator and started firing at me. The AI had chased me, opened two doors and used the elevator. This time I managed to kill him and immediately saved.

    I still haven’t forgotten the panic I felt when I came face to face with that mercenary. That’s why I remember my HP numbers so vividly and moments like this is the reason it still holds up. I recommend replaying it with HD texture mods and Kentie’s DX10 renderer.

    Oh, by the way, Quake wasn’t first shooter to use a true 3D engine. Terminator: Future Shock came out 1 year before it.

  9. hamburger_cheesedoodle says:

    Add me to the chorus that remembers this game fondly & well down here in the comments. It was one of the first single player FPS games I had ever played, and it always stuck with me more than Half Life, even if it had less of a script, less voice acting, less ‘realism.’ One of the people I used to hang out with online in the map-making community for Unreal and UT was always going on about ‘Conceptual Grandness’ as a concept to strive for if you wanted to fit in with a custom Unreal level, and I think he had it in one, pretty much. Unreal was one of the first 3D games to really think about how it was going to use that space, and there are a lot of deliberate moments where the size and shape of things are made specifically to take advantage of that- the transition from the claustrophobic ship to the grand cliffs and waterfalls, the climb to the top of the Nali spire before being send flying overhead, the space ship wreck in a trench that is big enough to be its own level, and seeing the final Skaarj base from above before descending to it.

    I don’t think it’s just rose-tinting either. I played this with a friend a year ago using a co-op mod, and while I still loved the game, it was his first time and he says it still stands up well today.

  10. Michael Fogg says:

    Design an enemy that can do never-seen-before sideway dodges. Design the first encounter whith said enemy in a narrow hallway where it doesn’t have the space to use them. Good job CliffyB ;)

    • Kreeth says:

      I don’t know – that gives you two surprises, no? One when the lights go out and that bastard charges down the corridor at you (that was the first Skaarj you actually fight in the game, wasn’t it?), the other when you see the next one and it doesn’t just stand there and take it.

      Unreal was utterly mindblowing to me, the whole look, sound and feel of it was such a massive leap beyond anything I’d seen before. I’m trying to think of anything that matches up to it for the sheer revelation, the feeling of “oh my gods games can do this??”. Doom, Unreal, Homeworld, maybe even Far Cry/Crysis (for purely graphical leaps), Nier:Automata?

      • cpt_freakout says:

        I was still a kid, but I agree with the sentiment that it actually works in Unreal’s favor – this thing was terrifying in the first encounter, but then, after that, it also appeared to be smart, which made the Skaarj even more formidable and memorable opponents. I was used to being scared the first time I faced monsters in Doom, but the second encounter was always much calmer. In Unreal, the second encounter was yet another layer of “OH SHIT!”

      • Premium User Badge

        Ninja Dodo says:

        I agree. Not revealing the full extent of his abilities the first time actually works really well. You’re already overwhelmed (disorienting environment/lighting, new unknown opponent), more layers would just be frustrating. I never played all the way through Unreal but that first Skaarj encounter still stands out as extremely memorable. Good job, CliffyB!

  11. Gryz says:

    The name I am missing here is: Elliot ‘Myscha the Sleddog’ Cannon. He was my hero of Unreal level-design. He made Deck-16. The best DeathMatch-level ever to be made. I don’t think anyone ever made a better DM-level.

    I played a lot of CaptureTheFlag in UT99. My favorite level by far was CTF-November. Also by Myscha. Man, I’ve spent so many hours online in 2000 playing UT99 CTF. Jolt, clanbase, remember those names ?

    My first modern game was HL1. And then a game called “SiN”. Wasn’t bad. But my third game was Unreal. And that one was my favorite. That was spring 1999. We knew that UT was coming in December 1999. In anticipation I bought a TNT2 Ultra videocard. When I started Unreal on my new computer, with my first gaming videocard, I was blown away. Until then I had played on an old laptop from work. In software rendering mode. I played Unreal at 8-15 fps. And I didn’t care. It was an amazing game. Seeing that same game in its full glory with the TNT2 Ultra was even better.

    I wasted so many years playing games. :)

  12. Premium User Badge

    alison says:

    I never played Unreal before, but this was a great read. I really liked Alexander Brandon’s Deus Ex score, so his involvement has get me tempted to pick this up at some point.

  13. PancakeWizard says:

    Love Unreal 1. I remember when it was released being blown away by the fact a lot of the graphical bells and whistles worked even in ‘software mode’.

    I also loved how the lines between sci-fi and fantasy were blurred so much. I’ll always remember being wowed by the fact I was now on a floating island in the sky with a whole new kind of enemy, and the amount of locations and levels were just endless.

    It’s one of those games that I’d really like to see a remake where they can lean into the alienness of it allas it has such a unique voice for an FPS.

    Unreal 2 was sadly a mess (except for Neban).

    • Pizzzahut says:

      Yes, I was one of the poor ‘software mode’ plebs :( But yeah, the game still looked nice. Really nice, big step up from Quake II.

  14. Neutrino says:

    Best. Game. Ever.

    Better than Half Life.
    Better than Deus Ex.

  15. Harlander says:

    I missed this the first time around, and I’m almost tempted to never play it, just so I don’t end up seeing it for the first time with my jaded eyes.

  16. quasiotter says:

    Played it for the first time last year and I absolutely loved it.

  17. A Gentleman and a Taffer says:

    Ahh, so many memories, great article and lovely reading everyone’s comments about their memories of the game. I think it came free with my Voodoo 2 card? I remember playing like 5 mins of it then leaving it for ages whilst I caught up on “more exciting” things like Half-Life and Quake 2.

    When I finally came back to it, it blew me away. Ok, Half Life is a better game, but no other FPS had such fantastically diverse level design and beautiful lighting. Looking back at these screenshots it really was a beautiful game, not just ‘shiny’ graphics. My greatest memory is definitely the scale of it all – the twisty, winding ship interior at the start then breaking out into that gorgeous waterfall and panorama. Even better was the trench of that crash landed ship – seemingly small and narrow, but the vastness of the ship and the valley it had carved became more and more real with every step. Outstanding.

    But a final, special mention – thanks to the built in multiplayer bots, Unreal was actually the first multiplayer FPS I got into. I spent hours chasing bots round those maps, my gateway drug to the many, many online murderfests I’ve enjoyed in the 20 years (20 years!?) since.

    P.S. Am I the only one who distinctly remembers that pen-ultimate screenshot? From a PC Gamer review maybe? Nostalgia overload.

  18. fish99 says:

    Those videos are making me want to replay Unreal, it hasn’t aged badly at all which is a real testament to just how advanced the engine/tech was and what a good job the art team did.

    I still play the original UT from time to time.

  19. Gwog says:

    Very nice retrospective. I could read an entire book about Unreal. I wish the Epic and DE devs did for this game what Romero does for his… Continually trickle out trivia and assets and history and etc.

    The soundtrack is an all-timer. Literally listened to it today before I even saw this article. It’s a rare week that I don’t spin it multiple times. I too wish it had gotten a proper release.

    One of the games that gave me experiences every bit as memorable and powerful as real life experiences. My memories of my first views of the Nyleve Falls area matches my memories of my first view of the Grand Canyon.

    Sad there’s no Unreal 3 on the horizon. Ultra sad there’s no mobile port of the original.

    Gg to the devs for creating something awesome on every level.

  20. skaarjkiller says:

    For continuing fans there is still /r/UnrealSeries for more discussion about Unreal & Unreal Tournament.
    It’s a shame the newer UT game was so poorly mismanaged and seems to have been circular binned for almost 3-4 years now. One day we’ll get a proper follow up for the hardcore shooters.
    That being said Unreal is still one of my favorite games of all time and I hold out hope we’ll one day see a proper sequel or other adventures in this world.

Comment on this story

HTML: Allowed code: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <s> <strike> <strong>