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Better with age: A history of Epic Games

How Epic Games went from being the underdog based in a garage to one of the most successful game development studios on the planet.

Chris Plante co-founded Polygon in 2012 as editor-at-large and is now editor-in-chief. He also created and occasionally teaches NYU’s Introduction to Games Journalism course.

The Epic Games booth at the 2012 Game Developers Conference is like a makeshift citadel; a monstrosity of plastic and steel viewable from anywhere on the show floor. The booth includes a half dozen meeting rooms, a miniature theater, and a lobby populated by developers, partners and publicists. Above it hangs a massive Epic sign, and outside it wait dozens of job applicants, hoping to get in.

I wait for the company’s vice president Mark Rein, whom I can see through the window of the theater door, hyping the 20th Anniversary of his company. I attended an earlier meeting, so although I can't hear him, I know what he's shouting: Epic Games is stronger than ever! The room erupts in a silent applause.

As Rein exits, he grins at a colleague and says, “We are just getting started, man.” Journalists surround him, trying to get him to talk about Unreal Engine 4, the company’s top-secret new software that Rein claims will power the next generation of video games. He answers them with a tight-lipped smirk.

His publicist, Dana, directs me to a poorly ventilated corner room. Someone's there already, but Rein kicks him out. From the nameless developer’s smile, I assume this has probably happened before. When we sit down, I notice the broad shouldered, forty-something Rein is blister red, as though his skin is allergic to the fast pace and fluctuating temperatures of the Bay Area. He bats sweat off his brow with a paper fan, fishing a phone out of his pocket with the other hand.

Rein isn't what you think of when you hear "video game industry executive." Neither nerd nor suit; in the cramped room, he looks most like a giant boy forced to wear his finest polo shirt for Sunday mass. You get the sense that he's here only because he has to be. His fingers furiously send off some final texts, and Dana smiles, politely.

"Okay," he says, letting out a deep breath, putting down the phone, and giving me his attention. Rein is ready to talk about how Epic got to this giant, sweltering, expensive booth at the epicenter of the video game universe.


The evolution of Cliff Bleszinski
Cliff Bleszinski, Tim Sweeney and Mike Capps (left to right).

Rein describes Epic as a company that seamlessly transitioned into adulthood, that always knew who it was and where it was going. Which is to be expected from a salesman. The look through rosy glasses, however, does a disservice to the company’s actual history.

Epic Games has survived because of its willingness to spot and repair its flaws. Like its original drab name.

Tim Sweeney

They lacked cohesion, producing a pinball game, an action game, an adventure game. It wasn’t until rival id released DOOM and Quake, effectively launching the 3D first-person shooter genre, that Epic finally found what they’d needed: a foil. They were as ambitious as they were different. If 3D was the future of video games, they wanted to be the best 3D developer around. To do that, they needed to beat id.

The plan seemed simple: Sweeney would create a 3D engine that surpassed the competition; Bleszinski and Schmalz would design a first-person shooter to showcase the engine’s power; Rein would cover promotions and steer the ship. They called the project “Unreal.”

Sweeney began work on the project in his garage in 1995, and time got away from them. From 1996 to 1997, the team centralized in Waterloo, Canada – Bleszinski hated it. By 1998, the game and the engine were still unfinished, with funding diminished to the available balance on Rein’s credit card. Levels and a weapon were the first to get cut, but the coding language, UnrealScript, along with a map editor, UnrealEd, were kept at Sweeney’s insistence. His first game, ZZT, had found unexpected success by allowing for easy modification. Players of Unreal would have the same opportunity.

Potomac Computer Systems was founded in the Baltimore bedroom of teenage coding savant Tim Sweeney. He was a young man then, with a fragile build, whose large glasses surrounded small eyes, but Sweeney created games and scripts and entire programming languages with the agility of a track star.

After releasing a couple of successful games via an early, scarcely populated internet, and renaming the company Epic MegaGames, the quiet programmer began a search for a business partner. Someone with a more outgoing personality than his own. A salesman. The young, loud Mark Rein was a natural match. He had cut his teeth at id Software, which at the time more or less consisted of two heavy metal fans by the names of John Romero and John Carmack, and was a natural match.

”I mean [id] wasn’t a fulltime job,” says Rein. “These guys couldn’t afford to pay me what I was making as a consultant.” Sweeney had some cash from his shareware games. With Rein’s personality and acumen, Sweeney could potentially move the company beyond the garage.

Rein knows people, he always has. You imagine him at birth wearing that same sweaty polo, but smaller, trading tiny business cards with the doctor that delivered him. One of his first moves at Epic was vetting his Rolodex. He made a number of hires, most notably James Schmalz and Cliff Bleszinski, the latter then a flamboyant, but relatively unknown young programmer.

Epic Megagames didn’t have an office, just a batch of modems, which they used to transmit their projects at a couple dozen kilobytes a second. Rein managed over the phone. The team was made up of big personalities separated by hundreds of miles, trying to take on proven developers. There was friction.

On May 22, 1998, Unreal shipped. Critical acclaim, considerable sales, and a loyal community that took advantage of the Unreal script, expanding the game via the internet, made Epic an instant name in the game development community.

As hoped, the game was a showpiece for the Unreal Engine. Other developers licensed the powerful software to create their own games, providing an additional revenue stream. Rein and his team used the additional cash to acquire smaller studios, filling out their ranks.

Epic MegaGames renamed Epic Games, was a success, though they still required the basic cornerstones of a professional company. Like an office.

To complete Unreal Tournament — a competitive online multiplayer follow-up to Unreal — the team moved to Cary, North Carolina, right outside Raleigh. For the first time, they had a real studio to call their own.

The Office

Epic Games
Epic Games, Cary, North Carolina

The office put the studio in fast-forward. Away from San Francisco and the rest of the game development community, the employees of Epic were free from distraction and drama, with time to produce content at a sleepless pace. Before the end of 1999, the company released Unreal Tournament. It was a colossal success, outselling id's Quake 3.

Rein on his time with ID

“What happened was, years ago, I was writing programs for people. I had a little home, well, not [a] home, but I had a consulting business. I would go around and write software for people and back then compilers didn’t compile like that, the way they do now, and some compiles would take a long time. In between some compiles I would play games.

So, I got to playing one of the Commander Keen games and I just really loved it and bought it. When you bought the game they asked you to send in a registration card and tell them what kind of hardware you had. My grandfather had passed away about 6 months earlier and he left me a little bit of money and I used that money to buy the most ass kicking computer money could buy. Because I mean I thought he would really appreciate that I invested that money in my future and in programming business and it was exactly the kind of thing he would have been pleased for, I mean pleased about I should say. So I had about 38633 with about 16MB of RAM and I don’t remember all of these specs, it was a long time ago. So I just had a real beast of a computer.

So they sent me back a letter saying, ‘Oh, would you like to be a beta tester?’ I lived in Canada, in Toronto, and I said I would love to. And one day I get a call from O’Mara after a month or two goes by and John said, ‘Hey, it’s John O’Mara from Id, we sent you a disc but we never heard from you, we want to know how it ran on your computer.’ And I am like, ‘Oh I never got the disc.’ These guys didn’t know how to mail this to Canada. ... And so we just got to talking and I had some experience in addition to software development in software distribution and marketing in a very low level and I said, ‘How come you don’t sell your games in stores like Sierra does?’ ‘Well, we really don’t have anybody to do that.’ So I just said, ‘I would really love to help you guys out.’”

No one seemed to notice they’d passed the finish line, set years ago. They just kept running, spinning out follow-ups to Unreal Tournament on a near annual basis. Free time was consumed by side-projects and distractions. Sweeney was deep into researching the next version of the Unreal Engine. Rein was spearheading developer acquisitions, along with licensing the Unreal Engine to other developers. Cliff was becoming a minor celebrity, and was suddenly distracted by what that entailed: lectures, press, cash.

”I moved out here in 2002,” says Capps, the current president of Epic, who at the time was running the local Scion Studios. “And back then [Epic] was really easy going. They didn’t have core hours and so what happened was they worked sort-of all the time, they’d just straggle in at 1:00pm and just kinda keep working. At three in the morning there’d be people here working; some of them had only been up for six or seven hours.”

Sweeney was the most egregious offender. “Back then I actually would predict when I’d be able to talk to [Tim] based on when I saw him last,” said Capps. “And extrapolate a 26-hour day schedule with him, so he’d continue wrapping around the clock, and you’re like, ‘well he was coming in around four, days ago, so that means he’ll be here around seven tonight.’”

The pace was unsustainable. In 2004, Epic merged with Capps’ company, Scion Studios, a large team who had yet to release a product. Capps, then CEO of Scion, became the President of Epic.

Capps and Rein had first met years earlier. Rein was trying to convince the then professor at the Navy Post Graduate School to design America’s Army with Unreal Engine. Capps wasn’t having it. “He and I are oil and water personalities, he’s a salesman, and I’m sort of a programmer and a manager [...] He actually really turned me off, and it was somebody else at Epic who called and said, ‘Seriously, here’s what we can do. What’s it going to take to make this deal work?’”

Rein knew the company needed someone like Capps. A numbers man. While organizing the merge with Scion, Rein, ever the pitchman, sold Capps’ new role to his staff, saying the company would remain creative but also structured, predictable.

”Being able to tell a publisher when the game is to going ship as opposed to saying ‘someday,” laughs Capps. You see how he could come into this company and charm them into submission.

His leadership would overwhelm those who didn’t succumb to Capp’s agreeability. Capps brought the structure from his days at Scion and the Navy Graduate School, setting a more mature tone for the studio. They were punctual, responsible, and adult. They weren’t reclusive coders anymore; they were part of a community. Part of Raleigh.

All Grown Up

Epic Games in 2011
Epic Games

Back in the Epic booth, Mark Rein lights up when I mention his hometown.

Raleigh, North Carolina is a funny place to grow a video game studio. Hardly a technological hub like San Francisco, Tokyo or even Montreal, it lacks a talent pool and metropolitan appeal. Though, the weather is fair, as is the affordable housing. Four hours from the mountains, two from the beach, it's been called one of the best places to live in the U.S. by Businessweek, and its public schools are some of the most respected in the nation.

At Epic, employees lay down roots. Over the last decade, the company has averaged a 1% voluntary turnover rate. That means less than a single percent of the staff leaves the company on their own volition — it admittedly doesn’t factor in involuntary departures. In San Francisco, Capps told me, the same rate is close to 15-20%. Epic’s strategy — operating a studio for family-focused employees and keeping them — flies in the face of an industry that largely treats employees like transients.

Proof that the office has matured? See the studio’s most popular designer: Cliff Bleszinski. When Rein hired him in the early 1990s, Bleszinki’s freshly dyed hair often matched his loud wardrobe. Capps laughed, recalling Cliff in “a bright white suit with a diamond dollar sign necklace.”

In November 2006, Epic released Bleszinski’s baby, Gears of War, a hyper-violent third-person shooter in which a band of space marines try to save their planet from a race of monsters called the Locusts. It was the first game to really show off Unreal Engine 3, and sold millions as an exclusive on Microsoft’s Xbox 360. Bleszinski became an instant star. Cars. Women. Notoriety. He had it all, which he flaunted via the internet. The New Yorker even ran a profile on the designer, which to this day he bemoans. It painted him as skillful, but immature. Brilliant, but an egotist.

“[Cliff] started in the industry very young, so everybody kind of got to watch him grow up,” said Capps. “But he’s always had a professional undercurrent, because he couldn’t have had the success he has if he didn’t have that kind of discipline.”

”I wanted it myself, right?” said Bleszinski, when I saw him in the Epic booth. “I came out swinging a little hard back in the day, but that was my thing in order to be seen.”

Mark Rein has come to love it. He won’t go so far to label the city as the company’s secret weapon, but he admits the location certainly hasn’t hurt recruitment.


”One of the criteria for moving [to Raleigh] initially was because we were a young company,” says the vice president. “We wanted it to be a place where people could actually afford to buy a house and raise a family. And it has been a huge success in that area.”

He recalls the nicknames.

First was CliffyB, a childhood nickname given by a jock, which he made his own. The Cliffster was its replacement. Then “Dude Huge.” This one has a truly bizarre origin story. It was originally a typo in a story on the game blog Kotaku. The sentence was intended to say “Dude hugs all around,” but was written “Dude huge all around.” Bleszinski embraced the gaffe. A year later, he asked to be called “The B,” though it didn’t catch on.

For the good part of a decade, Bleszinski equally shrugged off and egged on the hate of fans and critics like a rap star who went commercial. Then, during the press for Gears of War 3, he was notably calmer, less prone to hyperbole. Both Capps and Rein agree he’s matured over the years.

You wonder if Bleszinski feels cheated out of the respect lavished on his colleagues; that the want of respect chilled him out. “I don’t know man, there’s this certain amount of nerd cred and nerds love that, like a Tim Schafer, Gabe Newell gets that I don’t get,” he said. “And I think the first step was removing my douche-y earrings. For some reason, once I got rid of the douche-y earrings, that got [me] a lot of cred. And proving that I am a relatively intelligent person and trying to curse less. I mean all of these little things add up.”

The makeover won over at least one fan: Lauren Berggren, a build manager and production assistant at id – Epic’s former rival. Following some courtship, Berggren left her job and moved to North Carolina, where the two are now engaged. He’s taking on wedding planning like a video game. He can’t seem to help it.

”Even with your fiancée being all over it, even with a wedding planner, there is still a lot of shit you have to participate in. Myself, even as a creative, I’m like at first, ‘you pick out the wedding cake you want, I don’t give a shit.’ And then when we are in the room I’m like, ‘tier 1 represents our digital selves, tier 2 represents who we are, and tier 3 represents our future.’ And I’m like what the fuck is going on here. I care.”

”I was married before when I was a wee lad. I guess that is a nice way of saying it. During all of that wedding planning crap, I didn’t give a shit and in hindsight that was because I didn’t care about the person I was marrying. But live and learn, you know.”

It’s strange listening to the man formerly known as Cliffy B discuss marriage. And yet, his ego occasionally peeks through like a ray of light through pulled shades.

”[We’re going] to New York City and Lauren is going to be on ‘Say Yes to the Dress’,” he says. He used his connections. “I love doing things for my fiancée. She’ll take it or leave it. She’ll be like ‘OK,’ but it’s the things that other girls are like ‘I hate that bitch.’ Every girl watches that show by the way [...] once the word got out about that, all of her old friends in Mandeville are just fascinated by all the stuff I bring her along on because we get to do all sorts of awesome things. That’s kind of the goal in life you know? To fill out the bucket list, right?”

The evolution of Cliff

Epic at 20

Sandbox_dsc_0098Inside Epic

Talking with Bleszinski, it's clear he hasn’t lost the spark. He hasn’t compromised his personality. He’s just gotten older, and perhaps more agreeable. That’s the general feel of the top brass at Epic. That maybe Capps or Raleigh or time itself has made them cooler, calmer versions of themselves. And that that is making the company better.

Capps said they're still eccentrics. They've just found stability. They've learned to work together. Take Sweeney for example. The obsessive coder has found a way to relax.


"I always refer to that .gif that went around [comparing the] first-person shooter design of Doom to where we’ve gotten to: straight hall, cutscenes, straight hall, cutscenes, straight hall, cutscene. So many games these days, with their campaigns, feel like the game designer is chasing you with a sharp pointed stick saying,’You will feel something at this moment.’

My favorite games lately are the ones when you come into a hallway and you are like, ‘Oh, how did that dungeon instance turn out for you?’ ‘Oh, well I went in as a mage and I did this or I snuck entirely through that one,’ or, ‘I haven’t even seen that, where is that.’ As opposed to, ‘Yes, I came around the exact same corner, and I saw the exact same tower fall, and I saw the exact same experience.’ And if you look at it from a production standpoint, the fancy falling tower in the scripted experience is actually much more expensive but it yields far less of the actual gameplay.

So I want to get back to systems interacting. This is something Will Wright talks about all the time and always has. I would sit there, being a 20-something at DICE, being "I’m Cliffy, blah blah blah" with all that young swagger, not listening to his wisdom, and [saying] ‘I’m going to go make a fancy scripted Hollywood experience.’

[I’m] really realizing that there is a direct correlation, bugs notwithstanding, between how good your game is and how many unique YouTube videos it can yield. And that is one of the mantras I am continuing to hammer.

The amount of viral videos we sent around of Skyrim of millions of wheels of cheese going down a mountain or a frozen bear that flies off into space -- it is just golden. You want a game where programmers are like, ‘How did that happen? Did I even code that?’ That is when things are great and we had that in many ways with Unreal Tournament [with] emerging gameplay [like] teleporting and the translocator. I want to get all of our games back towards that in the future."

"He spends [free time] driving in a fast car to and from work, then he gets home and codes more," Capps laughed. "His point is if my primary outlet is driving a car to and from work, then I want it to be really fun for those ten minutes."

As for Rein? "Mark really hasn't changed a bit," said Capps. "He's still got that baby face, doesn't look a day older." He's still the hype man. Still the fearless leader. "I’m kind of doing the same thing [now]," laughs Rein. "Nothing has really changed, I mean I am probably better at it, but I’m still doing the same thing."

They still keep odd hours, just not in the office. "I think we really maintained that start-up culture," said Capps. "Our board of directors makes decisions by email at 8:00pm on a Saturday night, just 'cause we're used to moving fast, and I think that's the trick: being able to scale with some predictability, but still have some of the inefficiency and agility that comes from being a start-up."

Capps’ wife recently referred to him as a father figure at the company. Boundaries need to be set and obeyed. That’s his role.

"We're looking for people who want to settle down someplace and stay for a while," Capps said. "It sounds a little corny, but we're kind of a family here. My best friends work here, my best man works here, so the idea of hiring someone and having them stay for a year or so isn't something that interests us. Sometimes it doesn't fit, and that's okay, but I want people coming who aren't looking for us to be their stepping stone on the way to something else, but as a place that has been around for 20 years, and they want to be here for 20 more." My call with Capps is interrupted; one of his employees has brought in a new baby.

Back in San Francisco, Mark Rein has finally stopped swatting the air with his paper fan. His collar is unbuttoned, and he’s leaning back.

I ask about Unreal Engine 4, and he casually tells me that it’s here, running on the brand new hardware from NVIDIA. His publicist looks up, shocked: "That’s the most he’s told anyone."

"I’ve told you more than I have ever told anyone else before!" he shouts. "Quick, get it up on the internet! You’ve got 10 minutes because I’m telling the next guy twice as much!"

Sandbox_mike_capps_2011_300Mike Capps

A visual history of Epic


[Full disclosure: Cliff Bleszinksi's brother, Tyler Bleszinski, is the founder of Polygon's sister site and Vox Media progenitor SBNation. I have never met Tyler, though I hear his wardrobe is comparably subdued, consisting mostly of muted polos.]

Image credit: Epic Games, Shutterstock, PC Watch

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