Ken Levine: It's like when you watch Fight Club the second time. Did you see that?

Shack: Yeah.

Ken Levine: I always remember the scene in the kitchen of that horrible house where he's talking to Helena Bonham Carter, and she freaks out because in his mind she's been fucking Brad Pitt all night. You think, "She's kind of weird," then the second time you think, "Holy..."

Shack: The Usual Suspects has that kind of thing.

Ken Levine: Yeah, and there's even a little bit of Keyser Soze in Fontaine. There's also part of that scene where he's looking around the bulletin board and assembling a story.

Shack: Speaking of bulletin boards, that's you [the character] as the unnamed photo on that one bulletin board surrounded by Ryan and the other key audio log characters, right?

Ken Levine: Yep, and if you keep your eye open in the world, there are other clues as to where Fontaine constructed this character of Atlas. Subtle little things.

Shack: Sometimes it kind of kills me that more developers don't embrace that style of storytelling that more fully embraces the medium, as opposed to the more linear movie style with these massive cutscenes.

Ken Levine: Honestly, any writer could write a 20-minute cutscene. I hate those as a gamer. I skip them. Those games, I don't know what the hell is going on. I'm not going to sit through those. But in Half-Life, I know everything that's going on. That was a big inspiration. I know more about City 17 than I know about any Final Fantasy world.

Even a great game like Okami, it has 20 minutes of "blah blah blah" and I just want to kill myself. It's not fair to our medium, it's so self-indulgent. I think we have to work harder. Trust me, it's a lot harder to do what we did in BioShock than to do a 20-minute cutscene. I could write that stuff all day long.

Shack: Well, you have a screenwriting background, right?

Ken Levine: Yeah. That's easy. Putting it in the world, making that work, cutting narrative down to little tiny snippets, that's harder. Doing that first Big Daddy scene, where we really had to make sure the player understood, and had to take some degree of control away, was one of the hardest things to nail. Cutscenes are a coward's way out.

Shack: One of Valve's big impacts on design is the principle of never ever taking away player control, and they still stick to that more stringently than pretty much anyone else in the genre. Did that influence you?

Ken Levine: Absolutely. I'm a huge fan of Valve's. They have so much class and style in their storytelling. The most important thing we embrace in BioShock is that they trust the gamer. They don't have to grab you by the nuts and point you in a direction. There are a lot of tricks to make the gamer look at things, trust me, but the last thing you should do is take control to look at something.

Shack: Valve's commentary for Half-Life 2: Episode One talked a lot about that kind of attitude to mise-en-scene.

Ken Levine: They draw the eye. I have a background in theatre originally, and that scene where you see the Big Daddy drill through the splicer and save the Little Sister, to get that right--it was actually in a theatre, which is ironic--took a lot. We bathe the Little Sister in light--we had a rule, if we want you to see something, draw attention to it.

Even the Ryan scene, it's just like a stageplay. You come into the audience. The light comes down in the audience, and the lights come on to Ryan. It's very artificial in a lot of ways, but it's very theatrical. You ever see an actor, when they come offstage, what their makeup looks like? It's very ridiculous offstage. Games are like that, you have to project to what the player see. We did a lot of that in BioShock.

Shack: Cohen's introduction had that quality as well, and that was one of the most affecting moments in the game, and that was much more of a direct nod to that theatricality.

Ken Levine: Right. Before, it was theatre, but for the audience, whereas Cohen was a guy actually making theatre.

Shack: I was blown away when I idly shot one of those apparent plaster statues, and it bled, suggesting something a lot more disturbing.

Ken Levine: Well, the whole world is on the razor's edge of beauty and horror. Ryan's world, Fontaine's world, even Steinman's world--they're trying to make beauty, but it edges over into horror. The visuals of Rapture are all about that razor's edge. I think horror games sometimes forget that beauty is an important component. Did you ever see the movie The Shining?

Shack: Yeah.

Ken Levine: The moment when the naked girl comes out of the bathtub, this hot girl, then she becomes this waterlogged dead hag. That transition--that hotel is on the cusp of beauty of horror. That always scared me, and I wanted to bring it to the game.

Shack: In a lot of the cases, like Steinman's living Picassos, their very idea of beauty is horrific.

Ken Levine: Thematically, it's about people who don't have that barrier. Take a good idea, and just keep doing more of it. Even something like making people more beautiful, in his head that becomes something else.

Shack: Ken, thanks so much for your time.

Ken Levine: Thank you.