Ken Levine on BioShock: The Spoiler Interview

Creative director Ken Levine spills it all on Irrational's beloved BioShock. Completed the game? Stay awhile and listen. Fight Club, Valve's influence, cult deprogrammers, and much more. This is a must read.

During the launch party for Irrational Games' (now 2K Boston and 2K Australia) BioShock, I sat down with creative director Ken Levine for a long talk about the game, which had already been garnering rapturous reviews. The first part of that interview was published last week, but a considerably longer portion was locked away in the Shack vault for safekeeping.

I have finally succeeded in hacking that vault by way of a video game-like pipe-arranging puzzle game, and now we can present to you the remainder of our epic interview with Ken Levine on BioShock. If you want some in-depth discussion about the world of Rapture, its creator Andrew Ryan, and its various antagonists from the man who conceived it, this is the interview for you--in all likelihood the only interview of its kind. But first, a warning:


Please, only continue reading if you satisfy at least one of these two conditions: you understand the clever game reference embedded in the above imperative, or you do not care about having crucial story elements presented to you. The first question is a buffer containing no real spoilers, but beyond that we will not be held responsible!

Now, if you have the context to continue, read on!

Shack: Do you think you gave Objectivism short shrift at all? I'm not an Objectivist, I'm just curious as to how you'd respond to that.

Ken Levine: I'm fascinated by Objectivism. I think I gave it--I think the problem with any philosophy is that it's up to people to carry it out. It could have been Objectivism, it could have been anything. It's about what happens when ideals meet reality. If you had to sum up BioShock's story, that's what it is.

When philosophers write books, when they write fictional works like Atlas Shrugged, they put paragons in the books to carry out their ideals. I always wanted to tell a story of, what if a guy wasn't a paragon? What if his intentions were really good, but at the end of the day he was human? I think that's where the problem is.

It's not an attack on Objectivism, it's a fair look at humanity. We screw things up. We're very, very fallible. You have this beautiful, beautiful city, and then what happens when reality meets the ideals? The visual look of the city is the ideals, and the water coming in is reality. It could have been Objectivism, it could have been anything.

Shack: The plot really has a major dynamic shift from Ryan to Fontaine in the last third of the game. Is that part of a suggestion that it's not the philosophy that's fundamentally at fault as much as a failure of all its participants to play along?

Ken Levine: They're really both extremists if you look at it, Ryan and Fontaine. Ryan believes in this thing completely, and Fontaine believes in nothing. At the end of the day, they're almost equally dangerous. [Fontaine] is a nihilist, all he cares about is himself. He has something missing in him that makes us human.

Fontaine is the only real monster in the game, because he has no ideals at all, and all Ryan has is ideal. I play with this a lot in all the games I do, whether it's back to Thief where you have the pagans and the fundamentalists, and you feel sort of in the middle. I think Fontaine's an empty human. That's what happens when you have nothing.

Shack: It was interesting to meet Ryan, who has been pushing all these plasmids, and see that he's just a normal looking guy. What was behind Ryan's exhortation to the player to kill him? Was he trying to draw out the player's humanity?

Ken Levine: That was a really controversial decision, Ryan's "boss battle." What's the player's justification at that point? Fontaine's set you up to go kill that son of a bitch, and he's been mocking you and tormenting you, and what do you expect people to do? I told people, "Not only are you not going to have a fight with you, he's going to make you kill him."

Shack: And it's out of your control.

Ken Levine: And it's out of your control. At the end of the day, everything he had to do had to be about his ideology. Nothing was more important to him, even his life. When Ryan goes out, you may think he's nuts, but you have to give the guy props for his convictions. It was more important for him to show you he was the master of your will than to live.

I think that it was really the ultimate insult to the player, that he chooses to die but you can't choose to do anything. You have no will at all. The rest of the game after that is to establish your will in the world. Will is a very important thing in video games. What will do you have?

Shack: Valve has toyed a bit with that in the Half-Life games as well.

Ken Levine: Yep. But in BioShock, I wanted to take it to the point where the player was doing things that were, in retrospect, out of his control. He was being mind-controlled by someone else, doing things that are usually done in a very mind-controlled fashion in video games. You know, "Go do this thing," then, "Okay, I'll go do it because the game tells me to."

I always say I want to change how people talk about shooters. This is one of those things. When someone's telling you what to do, I want you think, "Well, what's his agenda in this situation?"

Ryan sort of had to show you, as a character, that there are things more important to a character than winning the fight. He could die as long as he died with his ideology intact, and while showing you that you had no ideology, that you were nothing. To him, that was more important. It was really controversial, and getting that scene right took a long time.

Shack: A few years ago, BioShock was reported to be set on an island with Nazis. What happened to the Nazis?

Ken Levine: [laughs] You know, I wish I could say I have my ducks in a row earlier than I do, but I don't. People were coming, I needed a story to tell them, and I came up with that. I didn't know I was going to change it, but I also didn't know...

There was another story before that about a cult deprogrammer. I don't know if you know what a cult deprogrammer is; it's someone who goes to take people out of cults to deprogram them so they no longer believe in it. It's a weird thing, because they're basically kidnapping people.

[There are] people who hired people to [for example] deprogram their daughter who had been in a lesbian relationship. They kidnap her and reprogram her, and it was a really dark person, and that was the [kind of] character that you were. It went through a lot of changes. That wasn't really fleshed out, we just needed something, and I said, "Maybe I'll develop this, maybe I won't."

(Update: Ken Levine has contacted Shacknews to clarify that the player in the prior revision of BioShock's story did not necessarily reprogram a lesbian character; such actions are merely examples of the sort of tasks actual deprogrammers are hired to perform in the real world. Irrational's earlier story was more political in nature, with a deprogrammer being hired by a senator.)

Ken Levine: But for us, game design always comes first. A lot of the game design elements stayed the same. Story changed radically, but gameplay always comes first for us.

Shack: So on New Year's Eve, that was Fontaine's attack, right?

Ken Levine: Yeah, that was "Atlas'" attack against the haves. The have-nots swarmed out of Fontaine's Home for the Poor and armed themselves with plasmids and weapons, and attacked Ryan's people, the rich and powerful. That's how the civil war started. That was basically told through McClintock, Ryan's girlfriend. She sort of gives you the story of the civil war from Atlas' side, and McDonough gives you the story from Ryan's side.

Continue to the next page for confirmation of the protagonist's origins, the importance of contextual storytelling in games, and the thinking behind the game's memorable "boss" characters.


Shack: Our reviewer for BioShock, Carlos Bergfeld, wanted me to ask about the sea slug stem cell thing. It's interesting in that it's a topical subject, but he also felt it was maybe shoehorned in. How long has that been a part of the story?

Ken Levine: Well, it's shoehorned in probably because my scientific background is about as deep as the liquid in this drink. For me, it was never about science, it was more like, "Okay, buy into the stem cell thing, and let's move on." I'm not a scientist and, honestly, I don't care about that aspect. I cared about it being pseudo-believable, but I think if you can suspend belief past that, and you can throw the word "plasmid" at them, you're there.

We did some research; one of our artists was a pre-med, and my brother's a doctor, so my research was talking to them. I needed the total starting course in genetics. Tenenbaum was vaguely based on someone from the period working parallel to Crick and Watson. I did some research but, frankly, to get to people shooting fire out of their hands takes a little bit of doing. There's no practical way, especially given the limits of exposition in video games, you could make that totally believable. [laughs]

Shack: Just to be clear, the player is Ryan's illegitimate son?

Ken Levine: The stripper in Fort Frolic--did you see that room?

Shack: Yeah.

Ken Levine: That ghost scene--her diary there reveals that Fontaine paid her to get impregnated by Ryan, who was already her mistress, and then they harvested her egg. Ryan's invulnerable to the security system, and only he could use the bathysphere, so you needed his genetic material. You're half of Ryan, so you're somewhat vulnerable to the security. These are things that are relatively tertiary, but I really wanted a game in which everything could be answered.

Shack: What are your thoughts on contextual richness of the world versus exposition? Most games just deliver narrative straight, but some of the most successfully atmospheric games, like BioShock, tend to present the world in a much more subtle, less movie-like fashion.

Ken Levine: There's a goal there, which is tell the player enough of the story so he gets it in the world and the cutscenes, but then if he wants to dig, let him dig. There's an insane amount of detail in the story if you want it.

I sat there, and the way I structured it basically every character covers a plot thread. McClintock's there to talk about what happened to average people in Rapture and the rise of Atlas, McDonough talks about Ryan's ideological decay, Sullivan and Peach are there to talk about the rise of Fontaine and the criminal area.

That was relatively easy to do, because I'd come up with a theme--I didn't want to confuse people, because it's such a complicated story--and then just keep each character on one theme. This guy talks about this, that guy talks about that. Really keep it focused.

Shack: The main antagonist characters--the "boss" characters--had very specific artistic and creative obsessions. What went into their creation?

Ken Levine: They're all reflections of Ryan. They're all people who take an ideal. With the plastic surgeon, it was physical beauty. He would take his ideal and, with the plasmids, push too far. Is it the plasmids or is it him? With Cohen, it was his art he took too far, and with Ryan it was his philosophy he took to far.

They're all essentially foreshadowing Ryan. Ryan's saner than they are--he had his shit together more--but at the end of the day he's just as unmovable as they are, convinced of their own correctness. These guys have no doubt at all about what they're doing, not a shred. That to me is always very scary. A little doubt is a helpful thing.

Shack: There were clearly a lot of people in Rapture who represented the "have-nots" and who seemed probably deliberately out of place in this kind of affluent utopia.

Ken Levine: When I started talking internally about the game world, it was hard for people to understand exactly what I meant by "utopia." I didn't mean a place where everyone holds hands. It was hard to get across what I wanted. Even little things like the medical area. They started building a hospital, and I said, "No no no, it has to be thirty competing businesses, really crass advertisement." This isn't...

Shack: It's the ultimate free market.

Ken Levine: Exactly. There's no central administration. Everything's about competing businesses. That was really hard to do, because System Shock 2 wasn't like that at all. It was like, here's the engineering deck, here's the medical deck. It was a constant struggle, because it's not how gamers think about things. I think we did a great job in the end, coming up with all these places that are very unique.

But the other thing people thought is, "Oh it's a utopia, everybody's happy together," but in reality, why do you have plumbers? Not everybody's going to make it. Some people are going to fall to the bottom.

Shack: I remember one of the audio logs pointed out, somebody's got to scrub the toilets.

Ken Levine: Right. That's what it is. Somebody's got to clean the toilets. Right from the second level, at the fisheries, Peach Wilkins cleans the toilets, and Fontaine takes advantage of those people. He sees these people, and creates a charity. That's his shtick. He gives you a bed and a cup of soup, and you'll give him everything.

I got the idea for that whole thing watching Syriana. Did you ever see that movie?

Shack: Yeah.

Ken Levine: They find disadvantaged people, they make them feel welcome, then they strap a bomb onto them. It's very powerful. Fontaine is a predator. He finds the disenfranchised, makes Fontaine's Home for the Poor and the Little Sisters Orphanage, and he recruits all his people through charity. Which is ironic, because Ryan hates charity.

He becomes his father of the community, but he's just doing it for his own advantage. People fall through the cracks, and he takes advantage, and he makes it worse for them. All the people in Fort Frolic get caught up in his smuggling ring, and he says, "You better continue to work for me, or I'll turn you in." He's a criminal mastermind. Very ideological people can be very easy prey for a guy like that.

Continue to the next page for Ken's thoughts on the ending of the game and the treatment of Little Sisters.


Shack: Really, it seems in part because of Ryan's changing attitude towards Rapture that allows Fontaine to take control in the end.

Ken Levine: They both let nothing get in their way. I think at the end of the day, Fontaine is truer to his philosophy than Ryan is to his, because when things start going bad for Ryan in the business world with Fontaine, he sacrifices his ideals when he takes over Fontaine's business using government power.

Ideals are great until they don't work for you anymore, then you work around it.

Shack: Ryan said outright how important it is to avoid big government and regulation--but then there ended up being exceptions

Ken Levine: Yeah, and I think the brutality of his end was his mea culpa, his penance for that sin. McDonough is sort of the Greek chorus character--don't do this, you're heading towards the abyss! But he goes over. Ryan's a true believer, and he comes back, but it's too late at that point. BioShock's a tragedy in that sense. Ryan could have beat Fontaine if he put his mind to it. I think he was stronger and better, but he got scared.

Shack: I ended up getting the "bad" ending. What's the implication for the future there?

Ken Levine: What did you see happening?

Shack: Well, maybe a Fontaine-like situation, where you return to the real world with this massive amount of power you can exert over others.

Ken Levine: Literally, the end is that you take control of this nuclear submarine, and for me it's less about war and more about having that power. Extending the power of Rapture to be a third superpower, potentially. Now, none of this is canon, it's just how I interpret it. He gets ahold of a nuclear weapon, and what would happen if that city became on par with other superpowers? That would be an interesting world. [laughs]

Shack: So Rapture isn't necessarily destroyed there?

Ken Levine: Maybe. I don't want to speculate too much. You embrace the power, and where the city was going. At the end, is it about power or people? You have to take a bet on what Tenenbaum says, and it's a leap of faith. To have the "good" ending, you have to make a leap of faith. The bad one is a bit more cynical, but not that uncommon.

I'm not sure how many people would get the good ending in real life. Ryan doesn't. When backed into a wall, he takes the easy path. Everything we tried to do was a reflection of something else. Do you become Ryan, or are you better than Ryan?

Shack: What went into toning down the Little Sister harvesting sequence and keeping you from killing them outright?

Ken Levine: I think a lot of people on the boards were upset when they heard you couldn't shoot the Little Sisters. I'm not sure why, but that's their prerogative. I thought it was much more powerful to have it right in front of you, with that choice. I still find that sequence almost unwatchable. If that's tame, I don't know... I mean, I guess people are accustomed to different things.

Shack: There's been a similar outcry among certain Fallout fans, with Bethesda undecided about killing children in Fallout 3.

Ken Levine: Sure, same thing. It's every developer's call. I personally believe that art is art and reality is reality, but it wasn't meaningful in our game and it didn't advance what we were trying to do. There were gameplay problems with it, and it was just the wrong thing for us. At the end of the day, it was a controversial decision internally, with people asking, "Well, are you limiting what people can do?" For me it was a no brainer--well, not a no brainer, but it was a clear path once I thought about it.

Shack: I could be reaching pretty far here, but was there any influence from Frankenheimer's The Manchurian Candidate?

Ken Levine: Oh, yeah, yeah. Absolutely. I mean, that movie had a huge impact on me. I've always said I have different influences than a lot of game developers. There's a concept in movies--I don't know if I came up with the terminology for it or if someone else did--I call the unreliable narrator. It means you don't necessarily trust what you see on the screen. Boy, that scene in the original Manchurian Candidate, you know, with the garden party?

Shack: Yeah, amazing.

Ken Levine: Some movies just put you in a place. That movie was so ahead of its time. I was wondering, if you can play with narrative like that in a movie, can you play with it in a game? It took me a long time to figure out in BioShock. I kept talking about the unreliable narrator; I was driving the design team crazy. It took me a long time to figure out how to do it right. In a movie it's one thing where you have control of the camera and everything.

But yeah, that movie, I can't even tell you what an impact it had on me as a storyteller. It fucks with your very perception of the events. A movie like Fight Club is another one, when you go back and watch it a second time, it's a totally different movie, and I love that. Even something that did it fairly well, like A Beautiful Mind. They're not cheating, it's fair, but what you're seeing is not what you're seeing.

It was challenging to pull that off in a game, but we had done the displaced identity notion in System Shock 2 and we wanted to go the next step--not just somebody else's identity, but your own identity is what was in play. Not an amnesia story--you have a reasonable idea of who you are, but that whole life is a fiction. That became a central part of the story.

Shack: That's an interesting property of video games in general, the concept of telling a story that actually revolves around the player rather than having the player observes.

Ken Levine: And you have no choice. You have to do this stuff or the game doesn't go anywhere. Games are strangely about fate. You can argue about fate in real life, but there's fate in games. What if we took that notion and turned it on its head?

People who played the demo said, "Why did I stick that needle in my arm? Why did I go in that lighthouse?" I just said, "I don't know," but the answer is that you're born to go down in that fucking place and put that needle in your arm.

Shack: Presumably that's what the wrist tattoos are about?

Ken Levine: Yeah. You never want to completely pull the rug out from under people. You want to plant the seed, so they can say, "Okay, okay, I get it." I don't think it's completely unfair to just say, "That guy's not a human, he's a gopher." "What?" You have to put enough clues along that the way that the player could have figured it out, even if they didn't.

Continue to the last page to hear how BioShock drew from Fight Club and The Usual Suspects, as well as Valve's games and the world of theatre.


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.

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