I’ve been thinking about non-player characters for four months now. I’ve been thinking about them ever since I stood over the body of the eleventh man I killed in Ubisoft’s Watch Dogs. He had a sneering face and a stuffed bank account. The game told me that he was listed on FBI watch list. His name was William Jones. I shot him three times: twice in the back and once in the head.

Dûsh the Cruel ceaselessly hounded me for my first few hours playing Middle-earth: Shadow of Mordor. We found each other in a crowd of angry combatants—a dark fantasy meet-cute—and it’s been history since then. We crossed blades a couple of times. I downed him with an arrow, and a half hour later he stabbed me in the back. He showed me his new scars, he climbed the ranks, and started working with an Orc named Dûshrat—yes, I know. I imagined they were brothers. I learned to carry more arrows.

You’ve likely read this sort of story about Mordor by now. The internet is filled with interesting anecdotes from players reporting on their interactions with the game’s “Nemesis system.” In Mordor, the player takes the role of Talion, a cursed ranger out avenge his murdered family, who has been possessed by an equally vengeful elven ghost—standard and frustrating fare. Because the scripted story sequences of Mordor rely on boring and market-friendly power fantasy tropes, the Nemesis system steals the show, providing players with their most memorable stories.

For those who haven’t read about it, a short introduction: The Nemesis system manages the many Orc captains and “warchiefs” that Talion is up against. These Orcs were not individually designed by the developers at Monolith, but are instead made up from a collection of names and titles, motives and goals, combat abilities and weaknesses, and a memory that ties it all together. If Talion burns them with a magic explosion, they’ll remember that and reference it the next time they meet. If he flees, or if they kill him, they’ll remember that too, and then be boastful or incredulous when they see him again.

These NPCs are both systemically and aesthetically rendered as complicated, individual agents, instead of just sacks of experience points to be beaten and tossed aside. Because of this, player failure never has to be undone, and instead can be emphasized. At the same time, though, Mordor is constrained by the narrative chains that come part and parcel with Lord of the Rings as a setting. This tension, unfortunately, means Mordor can never fully escape the pull of the power-fantasy.

I remember that William Jones was the eleventh man I killed in Watch Dogs because I also remember all the others: Three mercenaries that cornered me in a little room. A couple of accidental deaths during high speed chases. A group of gun runners, caught in an explosion that I’d only intended as a diversion. With over forty hours spent playing the game, William Jones was the first person I actively set out to kill.

My decision to avoid killing anyone while playing Watch Dogs was driven by two things. First, I was playing on the “realistic” difficulty, and this made direct confrontation especially difficult. It encouraged stealth take downs, distractions, and careful play. Second, I was trying to meet the game halfway. It had tread into misogyny, played with racist caricature. But by giving names, facts, and faces to the thousands of citizens of the city, it also made me feel like I was in an inhabited world. For every problematic main character, there were dozens of people working to get through school, struggling through an economic downturn, or wondering about the results of their medical tests.

So, I turned off the lights, put on my headphones, and bought into Ubisoft’s take on Chicago, however implausibly it was laid out. I almost never pulled the trigger on my weapon, and when I did, my stomach twisted up. I almost always hated killing. Almost.

Mordor’s Nemesis system works so well because it opens up new opportunities for failure.

Game designers have been debating how to handle player failure for years, but in the AAA space the answer has always been clear: “Failure isn’t fun, so keep the player from failing or else minimize the costs of failure.” Ideally, the player feels like they’ve nearly lost, but then pulls through by the skin of their teeth or through sheer force of will. This is the power fantasy: to overcome every challenge. This isn’t true in Mordor. Where other devs see failure states as brick walls to be avoided, Monolith decided to lean into failure, to show that it can be just as varied and meaningful as player success.

Monolith offers the player all sorts of ways to fail. As Talion, I regularly overcommitted to combat deep inside of Orkish strongholds only to find myself surrounded by dozens of Uruk-hai, including a few powerful enemy captains. The Arkham series of games taught me that if I could just counter enough attacks, I’d never fail. No matter their number, the Joker’s henchmen would always leave room for me to knock them around. That is not the case here. Even in the final hours of the game, with almost all of Talion’s abilities unlocked, I was once dropped to one knee by ranged attacks and then instantly killed by a particularly strong captain. I wasn’t sent to a “Retry?” screen. Instead, the Orc who killed me rose in rank, and when he saw me later, laughed in my face. My failure—the act of my death—was not erased; it was just made more complicated, more interesting.

So I’d learned to run away, and found that even fleeing in Mordor is handled in a novel way. In other stealth action games, there are two states. Either you are unseen and your enemies are unaware of your presence, or they are aware of your presence and are hunting for you. But in Mordor, “escaped” is a third state. Successfully fleeing is rendered as a sort of failure: you’re mocked by your enemies, they rank up, and you lose the ability to impact any active events. Want to interrupt that captain’s feast, but wind up running away? Well now he holds the most incredible feast ever, and gains notoriety among his peers. That’s the game this is.

As the game adds on a strategic layer in its second half, there are even more opportunities to fail in interesting ways. All of this is built on the back of the Nemesis system. The captains of Mordor are active throughout nearly every moment of the game: through main story missions, side quests, and wandering the open world. They fully inhabit the whole of Mordor. In granting these NPCs even this little bit of additional permanence and independence, Monolith has shifted attention from player-centric power fantasy and towards emergent storytelling. They are not, however, the first to consider this technique.

In Watch Dogs, the player gains access to a panoptic crime prevention system named “ctOS.” It gives players a suite of voyeuristic powers: They can view the names and yearly incomes of anyone they see, along with little factoids. They can hack into the cameras and phones of Chicago’s citizens, eavesdropping into their personal lives. And, occasionally, they’re clued into a “potential crime.”

Taking a page from Minority Report, ctOS tells the player that a violent crime is about to occur somewhere nearby, and requests that they intervene. A number of critics, including Anita Sarkeesian, have taken this game system to task for the way it encourages the player to let a crime—often violence against a woman—begin before stepping in. All of these NPCs have identities, but their purpose—even in suffering—is to puff up the player’s sense of strength and power.

Living Worlds, Breathing Characters

However novel this shift is among action games, it actually has roots across other games, in other genres. Dwarf Fortress has been generating funny, sad and terrifying fantasy stories for the better part of a decade. The inhabitants of Dwarf Fortress make jewelry, get drunk and complain about the quality of their bedrooms. In its most recent major update, a new history system allows for the game’s civilizations to pursue large-scale goals alongside the player, expanding, trading, going to war and collapsing.

Non-player characters have had a range of behavioral freedom in The Sims series. In each game, the player is able to determine their own character’s degree of autonomy, while other systems determine the lives of the world’s NPCs. At its most extreme, in The Sims 3, a player can use the NRass StoryProgression mod, which enhances the game’s built in simulation systems, allowing for a whole city of motivated, self-functioning Sims. Unfortunately—especially given the success of Mordor’s procedural NPCs—The Sims 4 removed this, with only the player’s characters advancing through a life of love, work and intrigue.

Last year’s post-apocalyptic survival-sim State of Decay proved that procedurally generated NPCs had a place in action games. Each of the world’s survivors carried a collection of traits which combined to make them feel like developed, interesting people instead of just a collection of polygons who could swing pipes at zombies. Unlike Mordor, in Decay NPC survivors were characters that players could rescue, recruit and eventually take direct control of. Even then, though, they continued their lives when the players weren’t looking, or even playing. In its initial release, Decay’s players would boot up the game only to find that their brash ex-cop had wandered off, overconfident and alone.

And in the analog game space, one of the major elements of the tabletop, “story game” revolution has been an increase in NPC characterization. One of the core rules in D. Vincent Baker’s Apocalypse World is to “Name everyone. Make everyone Human.” No more sending your party of adventures to fight “Thug #1” or “That weird mutant.” A Dungeon World GM needs to think of these characters as real people, with real motivations.

Whether or not they served as direct influence, these (and other) games paved the way for the Nemesis system, and in the face of critics calling Mordor “groundbreaking,” they deserve recognition. Though Mordor offers its audience new ways of interacting with NPCs (and their simulated society), these other games first proved the strength of the concept.

There is one element of Watch Dog’s ctOS that I haven’t seen anyone address: sometimes, a crime occurs that ctOS misses. Sometimes it happens quickly.

Sometimes, for instance, you’re in “The Wards,” which is the game’s poor approximation of Chicago’s South Side. And sometimes, as you leave a store, you hear a gun shot. And then there is screaming—the carefully, professionally recorded screaming and sobbing of a young black woman.

And, sometimes, you run and you see her, and others, around the body of a young black man. And sometimes it is the early summer of 2014, and the deaths of Jordan Davis and Trayvon Martin will not leave your mind—my mind—and no, this is not a dead black man, it is the body of young black boy, in a hoodie and jeans, and I can’t check his name because he is already dead, and I see the man, the white man, fleeing.

And there aren’t any sirens at all, because the power fantasy of Watch Dogs is simple: in a world with oppressive, technocratic social structures, you get to be Aiden Pearce, the human force of justice. The fantasy isn’t fixing the system, it’s giving a gun to another white man. And it’s broken, and I feel broken for loving it. But I know that no one at Ubisoft wrote this particular scenario. No one is purposely capitalizing on my fears as a black man still feeling like a black boy. This is just an algorithm and it works all the better for it. This is just life, simulated.

And I decide that I won’t kill him, but I will hurt him, I will hurt him bad. I will hit the button that swings out Pearce’s baton. I’ll slam the button hard, as if that means something. But…

He has a sneering face and a stuffed bank account.

And he’s on that FBI watch list, and they did nothing, but they knew, they had to know.

And his name is William Jones.

And I shoot him three times, twice in the back and once in the head.

An aside: It’s 2005 and I’m in third year of an undergrad program. My professor is teaching Nietzsche’s On the Genealogy of Morals. She compares the German philosopher’s work tracing the origins of “good” and “evil” to the dictionary scene in Spike Lee’s Malcolm X, where Malcolm is taught to see the way that “white” and “black”—the colors—are used to connote aesthetic and moral desirability. Blank faces. So she asks if anyone’s seen it, and I raise my hand, and then we all realize that I’m both the only one with my hand up and the only person of color in the room. We all laugh and move on.

Years later I read that, in one of Tolkien’s fictional languages, “Mordor actually has two meanings: the Black Land or the Dark Land.” The wiki’s editors add further linguistic context: “Mordor is also a name cited in some Nordic mythologies referring to a land where its citizens practice evil without knowing it.” I wonder about the symbolic work done through a mythology of a land of naïve evil.

In Mordor, the “evilness” of the Orcs serves a clear purpose: it attempts to justify the horrific behavior of Talion, who spends the latter half of the game using his ghostly powers to enslave Orc after Orc.

There is simply no dressing this up any other way. Talion places his hand on an Orc’s face. His ghostly inhabitant takes control and shouts about power. The Orc’s eyes glow blue and he immediately comes under your sway. If he is a normal foot soldier, he begins to fight for you. If he is one of the captains or war chiefs, you can then issue a specific command: go fight another Orc captain, or build up your reputation and enter the service of a chief, for instance. These characters address this act in passing, but there is no critique here. You play as the hero Talion, who enslaves the Orcs.

This enslavement is made all the more real because of the Nemesis system. If all you did was briefly convert some enemies for the length of a fight, Mordor could hide behind brevity. But I have a chart of the Orcs I’ve enslaved. I know who they were before this. The beauty of the Nemesis system was that it simulated Orc culture and society. It gave a thing that felt like life to these Orcs. But now they don’t hold feasts. They’ve stopped their hunts. They’re done recruiting troops. Any agency they had is gone. They just stand there and wait for my command.

This is worse because of the problematic nature of Lord of the Rings’ Orcs. “Look at them,” says Talion to his ghost-friend, “Vile savage beasts.” The ghost replies, his imperialism dressed up as spirited determination, “And we shall command their savagery.” We are reminded again and again of their innately “evil” nature. They hate civilization. They hate beauty. One of the Orc captains I fight has the title “The Literate One”—the joke of course is that these dark savages don’t even read. It’s unavoidable: the characterization of “Orkish” society is caught up in a history of white, European military and cultural colonialism, with narratives of the “dark continent” and the “mysterious east.”

I’ve heard fans of the books argue that, despite their “swarthy” skin, “pinched” eyes and “broad” features, Orcs are a stand in for the dangers of cruel, European industry. Many of them, I’m told, are cooked up in a giant, mechanical vats, or bred by their “dark” lords to be a super-race. But whatever Tolkien’s own intentions, Monolith’s Mordor does not critically engage with any of these ideas. These Orcs are just “evil.”

Yet, there is something incomprehensible and inconsistent about this brand of “evil.” Mordor presents these characters in incredibly high fidelity—and I mean that both aesthetically and narratively. Some of the Orcs wear visible jewelry. One dev pointed out during a video preview that “some of them are poets.” But we’re told again and again that these Orcs want to destroy beautiful things. It just doesn’t hold up, and this tension extends to every element of their narrative and systemic characterizations. These Orcs have fears, interests, values, rivalry and friendships. Some Orcs are lovingly protective of their bosses or underlings. But they are “savage creatures” that “hate beauty,” so go ahead and enslave them.

In this way, the system that seemed to undermine the stale power-fantasy of AAA action games has instead simply replaced it with an even more problematic fantasy. All of that algorithmic life, all of that meaningful failure—it’s all transformed. The player’s supremacy wasn’t displaced, it was only deferred.

I can’t touch anyone.

This has been bugging me since I started playing Watch Dogs. When I see the man playing trumpet at the park, I can’t tip him. When I hear that someone’s father has cancer, I can’t transfer money into their account—though I can drain their already meager savings further.

And now, these crying people, I can’t hug them. Not that I should—not that Aiden Pearce should be in this space at all. But I am, and I want to hug them. I want that so much more than the ability to do harm, but it’s all I can do.

And here, then, is the largest problem with these systems as they stand. No matter how many songs the Orcs of Mordor sing, no matter the desperation of the out-of-work Chicagoan teacher, all I can do is hurt people.

In a recent episode of the podcast Three Moves Ahead, guest Chris Remo opines about how Jordan Mechner’s The Last Express communicated the lives of its NPCs, who went about their own schedules, had their own conversations, and paid little attention to the player’s motivations. He says that the game gave “glimpses of other people’s interior lives without regard for how they may relate to the player’s.”

This is a beautiful thing that we often forget that games can do. My hope is that the success of Shadow of Mordor is a sharp reminder of this capability, even when, in its lowest moments, it re-inscribes the player’s centrality. I hope that other developers will learn to confront this tension, and I look forward to whatever they’ll make when they do.

Austin Walker is a PhD Candidate in Media Studies at the University of Western Ontario, writing about games, labor and culture. He writes about games at @austin_walker and at Clockwork Worlds.