Mafia III is a great example of the glory and the pain of game development. The ambitious title took years to make, with the initial effort focused on crafting the right character, place, and historical context for the tale about the newest “gifted anti-hero” in the Mafia series.

When the game came out in October, players complained about bugs and problems with gameplay. But they loved the story about Lincoln Clay, a mixed-race Vietnam veteran who goes after the Italian mob in a fictional version of New Orleans in 1968, during the height of racial and war tensions in the United States. I played the game all the way through, and had mixed emotions about the execution. The story was powerful and unflinching in its depiction of racism in the Deep South, but it was hard to like many aspects of the gameplay. I caught up with the team’s leaders for a postmortem.

In some ways, it’s a miracle the game was published at all. Triple-A games are hard to make and are usually made by established teams. Publisher 2K Games (a Take-Two Interactive division) commissioned Hangar 13, a brand new game studio in Novato, Calif., to make the game from the ground up. Headed by Haden Blackman, who created games such as Star Wars: The Force Unleashed, Hangar 13 had to hire the staff, build a game engine, figure out Clay’s story, and identify the gameplay that would entertain players for as much as 35 hours on a single playthrough.

Mafia III’s creators are proud of what they accomplished, which some have described as a cultural milestone for games. But they acknowledge they hit both limits and trade-offs as they brought their game to the finish line. I caught up with Blackman, studio head and creative director at Hangar 13, and Bill Harms, lead writer on Mafia III, for a conversation about working on such an epic project. Here’s an edited transcript of our interview.

Image Credit: 2K

GamesBeat: This feels a bit like interviewing a novelist after you’ve read a novel. How do you feel about how the game turned out, as far as the reception and feedback that’s come your way?

Haden Blackman: On the one hand, we’re a little disappointed by some of the reactions to the gameplay loops and the weight that was applied to some of the bugs in the game. But the flip side is that we made a lot of decisions in development to double down on the experience of being Lincoln and exploring his story. Sometimes that came at the expense of other things. The fact that the story and that experience we created, Lincoln in the south in 1968, that has resonated. We’ve seen a lot of good write-ups around that, and that’s made us happy with the choices we made along the way.

The thing I keep reminding myself is that the game’s been called a cultural milestone, which is really humbling for us. How often do you get to work on a game that touches people on that level? Obviously we want to do better in the future on some of the core gameplay, but I’m proud of what the team was able to achieve, especially given the size of the team and some of the other challenges we faced.

Bill Harms: I’m a Midwestern guy, so I don’t take praise very well. [laughs] But it’s been very gratifying. The thing I keep telling everybody about the quality of the cinematics and everything, it’s not just the writing. Huge sections of the studio at large had a hand in those. Everything from animation to — one thing I joke about is whiskey technology. Everybody in our game is at least a part-time alcoholic, if not full-blown. But you don’t think about that when you watch them, the effort it takes to show a liquid in a glass and a character drinking it all the time. It’s an important moment. Like Haden said, we doubled down on that stuff. I joke about it, but it’s a hard problem to solve. It’s gratifying that so much effort went into that — not just the writing and the scripting, but the support from the rest of the studio, to that degree. It was a great experience.

Image Credit: Dean Takahashi

Blackman: The other example we call out — at a certain point in time we had to make a decision, like all games do, about where you put people. We don’t have an unlimited amount of time or money or personnel. You have to make hard choices. Do we keep working on this feature? Do we work on that instead?

Because the interaction between Lincoln and the world was so important to us, at a certain point we decided we were going to double down on things like the shopkeepers, making sure they reacted to you when you came into their stores. Some of them were going to react based on your race. Same with the police, the police being able to watch you as you move around the world and give you that sense that they’ve got their eye on you. We thought that was very important to the experience.

Those things came at the expense of some of our AI in combat, for example. My argument there was, if you want to play a great cover shooter there are 50 or 60 of those out on the market to go play. We’re a competent cover shooter, but we weren’t trying to be best in class. We were trying to make sure it was entertaining and fun. But we were taking the people who would have been working to make that better and putting them on these other features to immerse you in the time and place and remind you of who Lincoln is.

Hindsight is 20/20. It’s hard to know what could have happened if we invested more in the cover AI, if that would have made a difference in the review scores, but I feel like—had we not invested in shopkeepers and police behaviors and some of the other stuff Bill mentioned, we wouldn’t have captured this very unique experience that you can’t get anywhere else.

GamesBeat: A lot of people don’t necessarily know about the development history of the game. Can you fill in that for us a little? What was involved in bringing it to market, building the new studio and the new engine and everything else?

Blackman: You and I talked in the past when I was working on Force Unleashed at LucasArts. It wasn’t unlike that in some ways. We knew we wanted to build a big, ambitious game. When I started I was employee number one at Hangar 13. I didn’t know what franchise I would be working on yet. I just knew I wanted to work on story-driven experiences and open worlds. I wanted to work with proprietary tech, because that gives you the most freedom.

Pretty early after I started, the idea of working on a Mafia game was floated and I grabbed hold of it. I looked at it as a gift, because there was such a strong fan following. It lends itself to some great stories. It was already established as an open-world game. But it was a long road from there. We had to build the studio from one person to a complete team. We’re a moderate size, especially as open-world games go, or maybe even on the small side, but we still had to hire everyone and make sure we were building a competent studio. We brought over a number of people from the Czech Republic who had worked on Mafia II. That was a process – getting them over here, getting them set up, making sure they feel comfortable working in California.

As you say, we built all of our own tech. It’s a proprietary engine and tool set. We built that as we were building the game. The cliché is that you’re building the track while the freight train is racing down it. You can derail the whole team if a tool or a piece of technology is behind.

GamesBeat: One question on the engine. It seems like you might have had access to technology from other 2K games like Red Dead Redemption or Grand Theft Auto. Were those considerations?

Blackman: From the outset we knew we wanted to evolve the technology that had been used in Mafia II. That was our foundation. We didn’t really discuss using anything else. For me personally, I feel more comfortable using proprietary tech that we own and control. We’re not trying to shoehorn our vision into existing tech. We knew we had a foundation to build from, at least, in Mafia II.

Image Credit: 2K

GamesBeat: The look of the game is very different from Mafia II. What are some of the things you upgraded in comparison?

Blackman: We redid a lot of our streaming technology. We redid a lot of our lighting model, the way the world is lit. Obviously as the consoles have gotten more powerful we can push more assets across the board. We redid the way we do our textures to some degree. Some of it is just a factor of the art direction changing a bit, trying to capture a different time period, and the location as well. Our version of New Orleans is very different from Empire Bay in Mafia II. But a lot of it was just adapting to the new consoles and taking advantage of what the new hardware can do.

GamesBeat: Did that bring more of a challenge as far as having to develop and test new technology?

Blackman: Oh, for sure. That’s always the tradeoff you make. This is our first game as a studio. Most of us had never worked together before. We’re going to make mistakes along the way as we learn how to work together.

It’s the same with the technology. On the tools side, this is the first time most of the content creators are using these tools. It takes a little while to master them and understand the ins and outs. We got more efficient over time. But with pieces of technology — the renderer, for example – there were decisions we made along the way that we had to go back and revisit as the game got larger.

There’s always going to be a difference between testing with a couple of hundred people and testing with millions of players. Things get discovered in that process. We’ve been cognizant of that and trying to react quickly, especially when game-breaking bugs have cropped up. It’s a good foundation to move forward. We have a stable base to build from and next time out we can make sure that these issues are resolved.

GamesBeat: Was development fairly continuous, or did you have to reboot or restart during the process?

Blackman: There were some ideas for a Mafia III that were kicked around before I started, but in general, once I came on board and Bill came on board and we solidified the core vision around the time, the place, and Lincoln as a main character, it was pretty continuous from that point on.

Obviously there were moments where we had to take a step back and evaluate what we were doing and revisit certain aspects of the game. There were moments when we had shift focus a bit because a tool wasn’t ready or the design was getting ahead of the technology. Like I say, the train was about to run out of track and we had to pause for a minute to take stock. But in general, it was a pretty consistent pace.

Image Credit: 2K

GamesBeat: Bill, on the story side, what was that evolution like?

Harms: When you start off you explore different basic story ideas. Who’s the main character? Where’s the game set? What year is it? Those things are really linked. Whenever we changed one we’d have to re-examine the other two. But once we settled on 1968, New Orleans, and Lincoln Clay, we moved forward from that point fairly smoothly.

We had an off-site for about three weeks, renting a conference room in a hotel across the highway. There were eight or nine of us and we mapped out the entire game on a bunch of whiteboards. All of that was transferred to a format we could share with the rest of the team. The structure, by and large — about 70-75 percent of that stuck over the course of development. It was great to have that backbone in place, what the overall game was going to be, fairly early on, so everyone had a focal point to look to.

GamesBeat: It turned out to be very interesting in that it seems like a linear story, but you can go through the open world and experience that any way you like.

Blackman: Letting the player go through the game and determine the path by which they take down Marcano — we supported that all across the game. After you kill a capo, for example, you get a scene where Marcano reacts. There are actually nine of those scenes that we filmed and created to reflect the order in which the player played the game. In any given playthrough you’ll only see three.

The sitdowns, obviously, were designed to fully support player choice. We had thousands of lines for the sitdowns where the characters remember the choices you made and respond to them. The player has a clear idea – hey, Vito is getting close to betraying me, so do I let him do that, or do I give him the next district? That was always very clear to the player, that their choices had weight and consequence to them.

GamesBeat: Have you found that some players are replaying to get a different result?

Blackman: Yeah, for sure. We see that a lot, especially on Twitter. “Hey, I finished this playthrough and kept all three of the underbosses alive. I’ll try again and give everything to Burke and see what happens.”

Image Credit: 2K Games

GamesBeat: I found the notion you talked about last time a bit plausible — that Lincoln didn’t want to just go straight to Marcano. He wanted to dismantle the empire.

Harms: Right. That’s not much of a story. Lincoln recovers, Donovan hands him a shotgun, the end. [laughs] But all joking aside, that kind of structure, the way Lincoln approaches it, is a reflection of who he is as a character. He’s obviously a criminal. He was a criminal before he went to Vietnam, because he lived with Sammy and Sammy’s a criminal. But it’s in Vietnam where he learned a methodical way of approaching your enemy. He takes a very calculated, systematic approach – not only to making Marcano watch his empire crumble, but also to make him watch Lincoln build his own empire from those ashes.

GamesBeat: It seemed like, in that part, if you knew a bit of background about the Phoenix Project you could understand him more.

Harms: Yeah, there are some light references to that. There’s a scene where Donovan and Lincoln are talking about going after Enzo, and Donovan says, “Well, if that doesn’t work, you can always do the Manila Hangman,” which is our name for something pretty horrible that was part of the Phoenix Project. As Donovan mentions in the hearings, and then Maguire makes a big point of mentioning, Lincoln was trained in psychological warfare. As soon as you kill Richie Doucette, you cut to Maguire explaining that this is what Lincoln learned in Vietnam. His goal is to terrify these guys.

GamesBeat: Some of the lines in the dialogue are very powerful, very resonant. You get the feeling that he’s on the road to hell, and that he realizes he can’t go back to being somebody else.

Harms: It partially speaks to who Lincoln is as a character. He’s an orphan. He’s a guy who’s never really had much. What little he did have was taken from him. To a guy like Lincoln, he won’t let that stand. There will be a reckoning because of that.

That said, we also try to give the player tools to control who their version of Lincoln. The lethal or non-lethal takedowns—we’ve heard players explaining that their version of Lincoln only kills the people he has to kill. And we’ve heard from players who say that everybody here deserves what they get.

It reflects in the end, too. Father James makes that impassioned speech to Lincoln saying, “When you got home, you were going to leave town. You can still do that.” Even at the very end, we let the player make a final determination of who Lincoln is. Does he leave town, or does he stay and rule the city?

GamesBeat: That seems to be where the history makes sense. It’s a troubled time, hints of revolution, bad things happening. If you rebel against evil, that’s not necessarily an evil thing to do.

Harms: One of the pillars of the franchise – Haden has talked about this — is taking a gifted anti-hero and putting them in a specific time and place. I fully believe that Lincoln falls into that. But again, we let the player, as much as possible, have agency around who their version of Lincoln is, if they want to explore and push further in one direction or another.

Image Credit: 2K

GamesBeat: I chose to go off to new things, to not stay. But I’m kind of curious as to what percentage of the whole I fall into.

Harms: So far there’s a pretty even split between people that decide to leave town and people who decide to stay and rule. Surprisingly, and maybe this is heartening, only a small percentage of players actually choose to betray everyone and rule the city alone. That’s something we put in there, again, to give a sense of agency.

As far as how people deal with their lieutenants, it’s a mix. Probably half of players are trying to keep all three of them happy throughout the entire game. If players are favoring one or the other, it’s still a pretty even split.

GamesBeat: What role did the studio play in changing or embracing the story as needed?

Blackman: It was kind of developed all together. Bill was hired very early on. Most of the early creative work, from a content standpoint, was Bill and I talking about what we wanted to do and what type of story we wanted to tell, what time we wanted, what city we wanted. We brought other people into the fold. The art director, design director, tech director, executive producer, a handful of others, they were all part of that off-site.

It was very much a collaboration across all the disciplines, which — I think more and more, we have to see that in the games industry. I feel like we pay a lot of lip service to the idea that narrative and gameplay design evolve hand in hand, but the vast majority of the time that’s not true. Usually narrative is an afterthought once the game design is determined. Here it was a partnership from day one. Even the core concepts of who you are, where you are, that was driven by conversations between myself and Bill and bringing the other directors in.

GamesBeat: I don’t remember how long it took to get the game out. Did you manage to meet what deadlines were set?

Blackman: Yeah, for the most part. The great thing about working at 2K is that the game comes first. Figuring out what the core of the game is took us some time, and we wanted to make sure everyone was on board with that. Not just from a concept standpoint, too. Early on we knew who, when, and where the game was going to be, but talking about the scope and the core gameplay mechanics, all of that took a bit longer in preproduction.

Once we had all that, we were off to the races. Like a lot of teams, we did user testing and focus testing. We got a lot of feedback and reacted to that. We made sure we had time on the schedule to react what we felt like we could. A lot of that was focused around the story and how we were portraying race — are we going too far, are we not going far enough? We adjusted the game based on some feedback we got from focus tests there.

Image Credit: 2K Games

GamesBeat: The topic of race and diversity has become a big one in games in the last couple of years, but clearly you were working on this long before that. What was your thinking as far as the right way to approach race, since it’s so deeply involved in the story?

Blackman: As Bill mentioned, it’s a kind of chicken and egg thing, the setting and the protagonist. But once we were confident that we were setting the game in 1968 in our version of New Orleans, we had long conversations about who could be the most interesting protagonist there. Bill and I concluded that it would be a black man, a Vietnam vet. We added his origins as an orphan pretty early as well, to give him something that everybody could understand and relate to. And he’s a member of the black mob, so he’s an insider, someone who understands how the criminal hierarchy works.

That was all determined early in development, but it was driven by the fact that we wanted to tell a great story and create a great gameplay experience. Again, I’m humbled and heartened by the fact that the game has struck a chord with people. It feels very relevant now. But we didn’t necessarily set out to make a game that made a strong statement. In fact, I think we’d have failed if we’d done that. We would have been too conscious of it.

We were focused on creating a great story and an authentic-feeling world. Some of it was trial and error, putting stuff in the game and seeing how people reacted to it. Some of it was making sure we had a diverse writing team. We have a wide variety of people on the team from all different backgrounds. We tried to get different impressions of the game as we developed. When we went to record all the mocap for the game, we had conversations with the actors about different scenes, making sure they felt like it was true to the time period, like it felt authentic.

We made sure they were comfortable with what we were doing, even when we were working on scenes that should naturally make you feel uncomfortable. The scenes with Santangelo, for example, maybe the most vile character in the game, we talked through those and made sure everybody felt like we weren’t going too far. So a lot of it was being conscious of what we were doing, but not trying to be overtly political. We had the attitude that if we tell a great story and create a great immersive experience, the game’s going to be memorable. If we create an experience that allows people to think about race in a new way, we’ve succeeded on top of that. But if we’d got up on a soapbox to preach at people, I think that would have just felt false.

GamesBeat: How did you wind up feeling about the idea that fiction is a mirror for society?

Blackman: We agree with that 100 percent. But again, I don’t think you can set out to do that really overly. Otherwise it just becomes propaganda. We’re great fans of Stephen King’s book On Writing, where he hammers on the point that the most important thing is to be honest. Be true to your experience and what you understand about life. Even if you’re telling a story about monsters coming out of the sewer, or in our case about a black mobster in 1968, you have to find things that feel true to life.

One of the things we point out constantly is that Lincoln isn’t a perfect character. He’s flawed, deeply flawed in many ways, and so is everyone else in the game. Had we gone out to explicitly make a statement, I think the tendency might have been to try to make Lincoln perfect. He’d have to be this ideal. That would be worse than anything we could have done, because it just doesn’t feel honest. We’re all flawed. We all make mistakes. We had to present him as human, and part of being human is making mistakes.

Harms: Especially in the context of the franchise. I love Lincoln, honestly, but the game is called Mafia III. He’s a criminal. All his friends are criminals. When we sat down to map out the story, like Haden said, it wasn’t so much a question of how we could comment on society. It was about how we could tell the best pulpy crime revenge story we can. And then a big part of that is having these flawed characters who interact with each other in interesting and dramatic ways. Allowing the time and place to naturally seep into the narrative allows those characters to have different opinions on things. It allows the world to present itself as itself.

Image Credit: 2K Games

GamesBeat: I thought there were some very well-done scenes, like when Lincoln goes through the amusement park. He comes out of there and commits one of his most brutal acts, stringing the guy up on the Ferris wheel. You get a sense of how he feels from the context.

Harms: We talked about this before, trying to get that historical accuracy and making everything as authentic as possible. Even a place like Baron Saturday’s, the amusement park, that was inspired by a real place. There really were blacks-only amusement parks, designed specifically so that African-Americans would go there instead of white venues, as another form of segregation. Even that place is grounded in history.

GamesBeat: What were some things that were late-breaking, maybe, that you got into the game even though it might have slowed you down?

Blackman: Some of the things we added to the police system, like the indicator when they’re watching you, that came in pretty late. The sitdowns, too, were an idea we always had, but when it came to the priorities of development and other things we had to work on, getting some of the foundational things in, the sitdowns ended up materializing really late in development. We had to do a lot of iteration on those. I’m happy that they turned out as well as they did given how late they came in.

Some of the conversations between Lincoln and the contact characters — conversations with Nicki and whatnot – those came in really late, just to close the loop on a few narrative moments. That I wish we’d had some more time with.