How Milo met Kate: The story behind Lionhead's virtual boy

How Peter Molyneux's most ambitious creation fell short.

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When Lionhead Studios announced Milo & Kate in 2009, it revealed an idea plucked from science fiction novels. A virtual boy who would live inside an Xbox. An interactive friend who could talk to players, laugh at their jokes, recognize their faces and comment on their artwork.

It sold a dream of the future, short a holographic display or virtual reality headset.

And it almost worked.

Behind the scenes, Milo & Kate wasn't just the beginning of something new, but also the culmination of a nearly 10-year series of projects. Ideas that shot for the moon, failed more than they succeeded, spent millions of dollars, got revenge on a bully, convinced adults to buy children beer, killed a dog, sparked a public relations disaster and accidentally flirted with pedophilia.

Lionhead tested the boundaries of creativity in a way rarely seen in the game industry, and ended up with canceled projects, layoffs and work that some team members cite as the best of their careers.

June 1, 2009, Los Angeles, Calif. — Galen Center at the University of Southern California

Microsoft Senior Vice President Don Mattrick is ready to go home.

Fifteen minutes ago, on stage at Microsoft's annual Electronic Entertainment Expo press conference, he announced Kinect — under the codename "Natal" — a device that will combine motion sensors, a camera and a microphone to enable new types of Xbox games. Then he brought Steven Spielberg on stage for a celebrity endorsement and introduced a pair of live demonstrations to show it in action — a goalie simulator with a player deflecting balls away from a target, and a painting program with a player waving their arms to throw paint at a canvas.

Mattrick is about to close out the show, with the last example of what he says will be "a watershed year not only for Xbox 360, but for everyone who loves games and entertainment." It's both the cushiest time slot in the press conference, when everyone is paying attention, and the one that brings the highest expectations.

"Now," says Mattrick, "let's take a look at what happens when you put Natal in the hands of a master."

Enter Lionhead President Peter Molyneux, known for creating the god game genre in Populous and establishing the Fable role-playing series. Typically the calm, measured type, today he has the energy of an infomercial spokesman leading a rally. "Surely, we've been making interactive games for 20 years, haven't we? Or 30 years! Well, no, I don't think we have," he says, pointing at the audience on each of his last six words.

Citing his latest project as something he's been dreaming about for 20 years, a title that's "a landmark in computer entertainment" using technology that "will change the landscape of games that we play," Molyneux shows a video of a computer-generated boy Milo talking to his real-life friend Claire through her television. Milo knows Claire's name. She asks about his homework; he looks away in shame. He throws her a pair of goggles; she reaches down to "catch" them.

"Science fiction writers, filmmakers — they haven't imagined what we're able to do today," Molyneux says in the pre-recorded video running above the stage. "Everyone who's experienced it — their hairs are standing up on the back of their head. ... And this works. Today. Now."


Milo announcement video


E3 demo direct feed footage

Behind the conference

Back home at Lionhead, some on the team weren't quite as confident.

Lionhead programmer Paul Evans remembers watching the presentation from his desk, watching what Molyneux said to see if he over-promised anything.

Others recall worrying about the presentation not being live, and thinking people might assume it was fake. Milo worked well, they say, but filming someone playing produced an optical illusion where it looked like Milo was staring at the audience rather than the player. So for the presentation, the team hired an actress to record a version of the sequence that would look normal on camera, then had her pretend to play along with the recording.

Even today, the project is something of a political issue for many involved.

"We brought [Claire] in fairly late, probably in the last two or three weeks before E3, because we couldn't get it to [look right]" says a Milo team member. "And we said, 'We can't do this. We're gonna have to make a video.' So she acted to a video.

"Was that obvious to you?"

Following Molyneux's presentation, fans picked apart the video, noting that it looked fake in certain places. But it didn't matter. Media coverage exploded and Milo became Kinect's unofficial poster child. It was the craziest big idea to date from a team known for crazy big ideas, and fans craved more details.

Then time passed and the details never came. Lionhead went quiet. A few carefully worded public statements and one live demonstration later, and the game was canceled. Or depending who you asked, it was never really a game at all, more of an experimental tech demo.

Even today, the project is something of a political issue for many involved. A representative for Microsoft and Lionhead stopped responding to messages for this article, and Lionhead denied permission to former employees asking to speak. Molyneux also declined, citing Microsoft sensitivities. Many requested anonymity in order to say what they know.


2001, Elstree, England — Peter Molyneux's house

As Lionhead finishes work on Black & White's "Creature Isle" expansion pack, Peter Molyneux invites some 15 Lionhead employees to his home — a country house, filled with hidden rooms and board games, where Lionhead staff often go to brainstorm. He arranges the get-together after work. Some invited are Black & White staff; others are new to the company.

They arrive to answer two questions that sound like one, recalls programmer Tak Fung:

"What kind of game is Dimitri, and what kind of game are we gonna do?"

Into the evening, the group throws out ideas for an adventure game built around artificial intelligence experiments. One team member suggests a '50s America setting, with Norman Rockwell and Edward Hopper art influences. Another suggests a Twilight Zone-style mystery for a story. Another references Twin Peaks and says they have the DVDs to pass around.

By the end of the day, the team has a focused plan for the game's time period and atmosphere, but a less focused plan for its gameplay. Project Dimitri begins development.

A boy named Dimitri

Arguably a game and arguably part of Milo & Kate's history, Dimitri was in some ways Milo before Milo existed. Publicly, Molyneux acknowledged it as an AI experiment named after his godson, Dimitri Mavrikakis. Behind the scenes, sources describe it as an idea incubation lab loosely centered around an ever-changing product. An accountant's nightmare, where the team could be creative without worrying about the consequences.

"I think Dimitri was always the codename for, 'We don't know what we're making yet,'" says Gary Carr, who would later serve as creative director on Milo & Kate.

"Peter would give us some very high-level design brief, we'd go off and do something for as long as a year sometimes, and then he'd come out and go, 'No, that's not what I meant,'" says a Dimitri staffer. "And then the team would change. People would go onto other things. And then it would regroup."

From the project's start in 2001, Molyneux handed off an idea: a high school student arrives in a new town, and has to choose which clique he wants to befriend. Then Molyneux left it up to the team to put that into practice. His approach meant trying to inspire the team rather than micromanage, given his increasingly busy schedule helping run the company.

"That was the way that Peter worked in those days," says a Dimitri team member. "It was very organic, so you'd have just the seed of an idea. He'd let people go off and kind of play around."

Dimitri was to be an "interactive drama" where players could create their own character then play out something resembling a classic adventure game brought up to date, with choices that made a significant impact on how the game unravelled. The project's first iteration focused on the '50s America, Rockwell, Twilight Zone-style setting established at the initial team meeting. But Fung says that led to a lot of domestic sequences, like the player ordering food in "some kind of LA Noire [role-playing game] thing."

That sense of experimentation would be an ongoing theme.

Players would stumble into "micro-stories," according to Fung, depending on where they went and what they did. In one sequence, a bully would harass the player, leading to a series of "choose your own adventure" story choices — one being to put a scoop of chili in the bully's breakfast when he wasn't looking, then run away as he fell to the floor. It showed how emotions could work as gameplay, played out through a series of interactive scenes.

The team built a town that would serve as the game's hub, while experimenting with crowds, vehicles, rendering and lighting techniques, a landscape engine and ways to tell a story in that setting. But sources recall that the ideas rarely fit together in a way that would resemble a working game.

As Dimitri evolved, Lionhead shuffled the deck and moved staff members between projects. And at times people on staff would experiment with ideas to try to spark the game into something on their own.

Lionhead artists Mark Healey and Christian Bravery, for instance, spent a couple months on a pre-rendered mockup — inspired by Back to the Future — where a doctor sat the player in a time machine and fired a laser at him, turning him into a 1,000-year-old corpse. "We were trying to sell [the idea] of traveling back and forth in time to mess around with cause and effect in a small town, to solve various puzzles," says Healey. "Something like that."

That sense of experimentation would be an ongoing theme throughout Dimitri's development.

"Dimitri was this ongoing thing that no one knew what the hell it was supposed to be," says Healey, "so we were always trying to come up with various ideas to try and convince the rest of the team to focus on something."


Dimitri prototype video


Dimitri town fly-through


Dimitri diner render

Dimitri falls

After four years in development, Dimitri had stalled. Lionhead had pulled away staff to help with its thriving Fable franchise, and Dimitri was lower on the company's priority list.

But some felt there was still potential in the Dimitri ideas, so in 2005 a small group formed to take a new approach. A new setting ("Eden Falls," based on Astoria, Ore. where Richard Donner filmed The Goonies), a new time period (the '80s) and a focus on realism that would allow players to simulate their own life. Given the changes in this reboot, some on the team took to calling the project "Eden Falls," after the setting, though officially it was still Dimitri.

"It's a game about ... you," Molyneux teased in a 2005 interview with website CVG. "It allows anyone who plays the game to relive their life, their entire individual life. That's a pretty ambitious concept."

Looking back at that quote now, team members agree with his sentiment, but say to take the word "entire" metaphorically rather than literally. Players would customize their character, then drop into their senior year of high school to live out their "coming of age" story: hang out with friends, fall in love and stumble into adventures.

The team prototyped a branching conversation system with dialogue and body language options, and began work on early gameplay tests. One scene involved the player waiting outside a store, asking an adult passing by to buy them beer. Another involved the player talking to the school's football coach about whether they could join the team.

In theory, the game would provide a kitchen sink of options where players could stumble onto what they wanted, and relive their high school life by interacting with whatever of these they wished.

But around the time Microsoft purchased Lionhead in April 2006, Lionhead pulled the plug on Dimitri. Five years had passed, and, although the Eden Falls reboot was still in early stages and sources say its development was more focused, the team wasn't able to keep the project going.

Much of the Dimitri team moved on to a game called Survivors — a post-apocalyptic third-person shooter based on a family trying to survive and make its way across the U.S. And while the name "Eden Falls" lived on briefly as a codename for Survivors, soon Survivors also was canceled.

Dimitri, as a product, team and idea, was dead. Mostly.


2007, Guildford, England — Lionhead's office

At the moment, no one at Lionhead has heard of Kinect. Much of the studio is deep in work on Fable 2, and Lionhead just canceled Survivors.

Former The Movies studio head Gary Carr — a longtime Molyneux associate with an art school background — fresh off a series of game pitches and prototypes, has been struggling to nail down his next big project.

Molyneux calls Carr in for a chat. He has an idea he wants to try, and as Molyneux typically does, he gives Carr a high level idea and asks him to riff on it.

"'I've always made games about populations, lots of people,'" says Molyneux, as remembered by Carr. "'I really want to make it about a person. So boil it right down into a simulation about one single being.'"

Molyneux suggests a young child for gameplay reasons, "because a child is like a sponge — it can learn and it can develop and grow," says Carr.

A team begins to form, made up largely of staff from The Movies, Black & White 2 and Survivors. Most conversations on the team don't reference Dimitri.


Milo & Kate concept art

Milo enters development, on a controller

By early 2007, "Dimitri" was a bad word to some at Lionhead, symbolic of failure and a project that went nowhere. Not to be mentioned outside of a joke, and never to be heard from again, as they were concerned.

"They felt Dimitri had been sort of buried and put away, happily," says one Milo team member.

But Molyneux still liked many of the ideas behind it. He liked the idea of a project built on human relationships, and some say he'd been inspired by watching his son Lucas grow up and thinking about how that could play out interactively.

So he decided to begin a new project revisiting certain ideas from Dimitri, but with another fresh start. Some new technology, a new setting (England's countryside), a new time period (modern day) and a focus on a single character: Milo.

Gary Carr jumped on board from the start as creative director, trying to build out the concept. "It was purely about taking Peter's idea of a single being who's a sponge, and evolving a single human," says Carr.

The player would serve as Milo's imaginary friend — a Big Brother/Sister of sorts, helping to raise him, teach him games and build his confidence. It was about parenting, in some respects, as much as it was about friendship.

As Carr and others chipped away at the concept, a small team built a prototype where the player could wash dishes, flip through a journal, help Milo care for a vegetable patch and teach him to walk on his hands — balancing with an analog stick in the pre-Kinect days.

Some say he'd been inspired by watching his son Lucas grow up.

Lionhead also hired people from outside the game industry to work on a story that would involve player choices, bringing in film director John Dower and theatre/film/TV/radio writer Lin Coghlan to construct a narrative that would make the project feel like a film, despite its nontraditional interface.

It started going well enough that in press interviews at the time, Molyneux began talking the project up. "This discovery has lead to us starting a game, and this game will be on the front cover of nature magazines and scientific magazines," he told website Gamers Global in early 2008. "It's that significant. I think it's such an incredible thing that we're doing, I think it is ... important."


November 2008, Guildford, England — Lionhead's office

Molyneux, as the general manager of Lionhead and soon to become the creative director of Microsoft Game Studios Europe, is one of the first in the Xbox division to get word of Kinect.

Sensing an opportunity to blend it with Milo, he calls Carr over again.

"'I can't tell you anything about it,'" Carr remembers Molyneux saying. "'It's this new technology coming out. I've never heard of it, and it's gonna use a camera.'"

Molyneux asks Carr to attempt a version of Milo that the player can talk to.

Carr starts in on ideas while paper goes up on certain office windows at Lionhead to prevent all but a handful of staff from seeing the early hardware prototypes.

The road to E3

Ralph Palmer knew from his first day at Lionhead that he was only there to see Milo's E3 demo through. A former animation director on Electronic Arts' Harry Potter development team, Palmer was overqualified for a contract animator position, but says Lionhead was willing to front the money because of its desire to stand out at E3.

"They wanted me to make it look good for the presentation," he says.

As the team got early Kinect development units in the office, the goal quickly became to put together an impressive E3 demo. The team added members. Lionhead posted milestone dates and a countdown showing the number of days left until the E3 submission on the wall (which, to Palmer, also served as a loose reminder of his end date at the company).

Within the six months of development leading to E3 2009, Lionhead got a version of Milo running that made many team members proud. It used smoke and mirrors to cover its weaknesses, but a player could stand in front of Milo and ask questions and tell jokes, and Milo could recognize them and respond as if he understood. He didn't always, however, which lent the software an occasionally awkward tone.

"There's no book that says, 'Here's how Milo & Kate should be made,'" says Palmer. "We were always saying that. It's totally new territory."

A player looking to break the illusion could without too much trouble, but someone following the first rule of improv — always say "yes, and ..." — could have a reasonable conversation without much trouble.

The project was starting to come together.




Early 2009, Guildford, England — Lionhead's office

Due to a last minute idea from Peter Molyneux, Ralph Palmer is working late on a Friday night, touching up animations to meet a milestone for the title's E3 demo, so he can send it off to co-workers in California.

At the moment, the facial recognition software registers a handful of Lionhead staff, such as Molyneux and Gary Carr, so when they walk in front of Kinect's cameras, Milo knows who they are. But it's in the early stages. The database has audio files with names for almost everyone in Lionhead's office, but they have yet to be synced up to the software so Milo can identify them.

Palmer finishes up his changes for the day, then walks around the corner of his desk to Lionhead's screening room to test them before going home. He turns the system on, looks up at the screen, and hears Milo:

"Hi Ralph. How's it going?"

At this point, there's nothing in the software that should identify Palmer from the 60-80 other names in the system, so the code chooses a name at random and wins the lottery. It rattles Palmer, giving him "a really weird buzz" that sticks with him for days.

The project doesn't work yet, but in cases like this it feels like it does.

Filling out the tech demo

Shortly after Palmer's run-in with Milo, Molyneux went on stage at E3 to show the world what the team had been doing.

Cue the promises from the E3 video. A real live boy! A friend in your TV!

For many at Lionhead, the E3 presentation put them in the spotlight like never before. Unlike with Fable — a successful franchise by most criteria — this time the mainstream media took an interest. It didn't matter that Milo didn't work perfectly. It didn't matter that many confused Kate the dog with Claire in the video. People were interested, which led to plenty of questions.

Some of the biggest of those surrounded the content. Everyone knew Milo & Kate featured the player's relationship with Milo, but beyond that the waters got murky. "People tended to think Milo was a Tamagotchi toy," says Senior Technical Director Michal Doniec. "It wasn't true at all."

Lionhead split Milo & Kate's gameplay into three types: on-rails story sequences with Milo, minigames and exploration. All based around the idea of the player being Milo's friend and building his confidence.

The on-rails sequences resembled the E3 demonstration, with Milo leading the player around, asking questions and giving them tasks to do and puzzles to solve. In many ways, these played out like interactive cut-scenes where Milo would say his lines, then the script would give the player a line or two, and then it was back to Milo.

In one of them, the player would put a basketball in Milo's room, then the two would play basketball together, and at one point Milo would kick the basketball down a hill, which led to a hole in the fence, which led to a forest, which led to Milo meeting Kate in that forest. One thing leading to another, with the player along for the ride.

Breaking those sequences up, players could also search for things around the house — to find a key, for instance, which could come in handy later — and participate in minigames and activities like helping Milo with his geography homework, playing basketball, shooting paintball guns, etc. Players could buy objects like a basketball, as well, as they earned points.

But the most dramatic moments came from Milo & Kate's story scenes.

There were grand ideas that were too extreme to be considered for long, such as making Milo go blind.

As the story began, Milo found himself moving from the city to the country, feeling lonely and not getting along with his parents. Playing up the lonely angle, players would never see any other people — Milo's parents' voices spread through the house in the background, their faces never seen. This led to Milo befriending Kate, a local dog, after meeting her in a nearby forest, and keeping her hidden from his parents who disapproved of him having a pet.

For the story's climax — at least, for the version the team settled on by the end of development — Milo got upset at Kate because he thought she had been killing sheep, then he realized one night that wasn't true and headed out to find her in a storm. While in the forest, Milo got attacked by a beast — the one who had been killing the sheep — and then at the last second was saved by Kate, the spoiler being that she would die in the process.

And then there were the grand ideas that were too extreme to be considered for long, such as making Milo go blind, starting the story as a grandfather then going back and time and playing through his childhood, playing as a female character named Millie and matching the in-engine weather to the real world weather where the player would be located. Some of these made staff nervous because of the amount of work they would involve. Others made staff nervous for a different reason.


Milo's Room


Kate the dog


Milo director mini-documentary

Parental concerns

Because Milo & Kate allowed players to befriend a young boy, some on the development team started to worry about negative publicity from things falling into the wrong hands — especially after Lionhead announced the project and message boards lit up. To many, Milo seemed ripe for player abuse — with the player controlling his imaginary friend and being asked to talk to Milo and hold up drawings for him to see.

"Obviously, that was a never-ending thing — how to keep it out of perversion," says Palmer.

In places, the developers could use tricks to avoid issues — making players hold their own drawings up to Kinect's camera for Milo to look at, instead of him drawing what they told him to. But at times, well intentioned moments became potential issues, such as a scene where players would help Milo get dressed.

"People were very, very nervous about that," says a team member. "A lot of people on the team were saying, 'Well, when the tabloid newspapers get ahold of this ...'"

Part of the trouble was internal confusion about Milo & Kate's target audience. Some in the office felt it should be aimed at families and adults, while others viewed it as something for children. One staffer recalls hearing Molyneux describe it for families and adults midway through development, and feeling like up to that point he assumed it was for kids, or at best families.

It would be impossible for the team to control what players did to try to trick Milo into something inappropriate, given the interface and the potential for edited videos, though team members say it helped that Milo's story was mostly linear so he could ignore things he didn't understand.


2009, Guildford, England — Lionhead's office

Lionhead programmer Mark Adami wants to make Milo respond like a real boy.

He's been working on speech recognition, player recognition and drawing recognition with Kinect, and having the best success with the latter of the three.

One of Milo & Kate's planned features involves players writing or drawing on a piece of paper, then holding the paper up to Kinect's camera for Milo to see. And Adami needs art samples to teach Milo what he should be able to recognize.

Adami knows that Milo won't be able to see and respond to every drawing in the real world, so he narrows the possibilities, and sets up a scene where Milo asks the player to draw a boat. Then he asks everyone at Lionhead to draw a boat, each with their individual talents and perceptions of what a boat should look like.

A pile of drawings shows up. Adami enters them into the system, one by one training Milo.

Soon after, whenever someone at Lionhead draws a boat and holds it up to Milo, he guesses it correctly nine times out of 10.

Did Milo work?

Perhaps the most debated piece of the Milo & Kate story, both internally and publicly, is whether it worked as claimed. Following the E3 video, fans expressed concerns, but didn't have enough information to be able to say anything with certainty.

At Lionhead, many were split down the middle on how well it worked. Some were amazed at how real Milo seemed; others worried that he was too much of an illusion. They describe Milo like a call center operator working off a script — ask the right questions, and you'd receive perfect answers; ask the wrong questions, and it could take a bit of an awkward interaction to get back on track.

Sources praise Milo's ahead-of-its-time facial animation and emotions, some of the minigames like basketball and the guided story sequences.

"Where I think the magic was eventually going to be found was in the story interaction elements," says one team member. "We saw real promise in being able to craft an interactive sequence around Milo, where Milo would move through the world, then stop at a puzzle which the player had to help Milo solve."


Milo's late-in-development realistic design

In one example, Milo would explore the forest behind his family's house and climb along a tree trunk, then wait for the player while the player would balance as they walked across. Then Milo would move on, ducking under a tree — which the player then had to do as well. The sequence would ramp up into something highly choreographed, team members say, with the forest getting darker and the music becoming unnerving and Milo telling the player a scary story along the way.

The biggest issue for the team was scenes like this cost a lot of money. Most games rely on repeating the same actions over and over, but each of Milo's story moments had to be developed by hand.

"There was loose talk of being able to put the training software in the cloud, so Milo could genuinely learn new images, but we knew people would just show him drawings of spunking cocks."

As a solution, Lionhead took inspiration from the Dreamcast virtual pet game Seaman, where players only had a few minutes each day to interact with the main character and were motivated to check back each day to feed him and keep him alive. In Milo, story scenes would play out for 15-20 minutes a day, while minigames and exploration padded out the experience. "We had a fixed narrative path for Milo, so [we] obviously couldn't have Milo dying on us," says a team member. "But we were keen to have the story unfold in small bite-size chunks over a number of days."

Sources say the software struggled in the areas outside these guided scenes — such as Milo understanding what players said and the precision of Kinect controls for minigames. One staffer calls out skimming stones as particularly fun, since it relied on one simple movements, but says it wasn't very precise and a player could wave their hand and get as good a score as someone trying. Another says that sometimes Milo trying to act smart would backfire and result in confusion:

"Milo would give the player a riddle: 'What cheese is made backwards?' and the player would say, 'Feta?' and Milo would say, 'No, it's not cheddar,' and we would all laugh and look longingly out of the window at the soft warm tarmac 20 stories below."



One of Lionhead's ideas to solve issues like this was that Milo could theoretically get smarter post-release — if Milo & Kate had made it to stores, it may have been able to store player voices and drawings on servers to make Milo more accurate at understanding players over time. Like Mark Adami testing boat recognition, but on a mass scale.

"There was loose talk of being able to put the training software in the cloud, so Milo could genuinely learn new images," says a source. "But we knew people would just show him drawings of spunking cocks, and that would kill the magic somewhat."

Ultimately, team members seem resigned that, had Lionhead finished Milo, errors would have been inevitable. They covered the design in bandages to disguise awkward moments — like Milo suggesting topics to guide the conversation and turning away from the camera when confused — so he would seem comfortable when he didn't have a proper response. But some say though the design didn't invite them to, certain players would inevitably try to see through the illusion, and that was an audience the team was unlikely to satisfy no matter how much progress it made.

Game vs. experiment

Everyone asked for this story agrees that Lionhead developed Milo & Kate with an end goal in mind, that the project made it approximately 60 percent through development, that approximately 80 team members worked on it at its peak and that it could have been finished with an extra six months of production, though it would have felt rough if that happened.

The public shorthand for that, however, became the question of whether Milo & Kate was officially a game or a tech demo. A question of messaging on the surface, which pointed at the bigger debate of whether Microsoft and Lionhead planned to sell it.

This all started at E3 2009, when Molyneux told media that yes, it was "for sure" a game.

"This is a game," he told website Edge. "It's a game that's going to be made. My ambition is to complete it when [Kinect] ships, a complete game with a story and a score and gameplay mechanics. It's not just a tech demo."

But as time went on, Microsoft executives contradicted those statements.

Most prominently, on June 28, 2010, Xbox Director of Product Management Aaron Greenberg told Australian TV show Good Game, "[Milo is] a tech demo and technology that continues to exist, but right now it's not a game that we're planning to bring to market."

The next day, Greenberg amended his comment in a statement on Twitter: "Project Milo absolutely continues in development at Lionhead Studios; it is just not a product we plan to bring to market this holiday."

The day after that, Molyneux told website, "Poor Aaron Greenberg — he's on the PR team; he hasn't seen it since last year, so he came up with this stock answer that Milo is alive and well and living in Guildford but it's still a tech demo. ... This is a full product that we're working on. It's not going to be released this year for sure; it's not part of the launch line-up."

And two weeks after that, Molyneux appeared on stage with the project at nonprofit conference TED, marking Milo's second public appearance — this time shown live. It featured the stone skimming minigame and more on-screen icons than the previous demonstration, closer resembling a traditional game interface, and proving it could work live.

Then in August, Molyneux backtracked and told USA Today's Game Hunters website, "I don't think of it as a released product at the moment. I still think this is a very, very big tech demo. I don't think of it as something that would be a boxed product on the shelf."

One team member says Molyneux wanted to make it into a game but ultimately that wasn't his decision. Others give mixed messages on whether they considered it a game.

"It was basically confused, and never quite solidified."

"I can't say that it was 100 percent a game," says Senior Concept Artist Emrah Elmasli. "People thinking that it was a game was mainly the biggest misconception [people had about Milo & Kate] in my opinion."

"I think it's fascinating that some people say, 'It wasn't a game; it was just a demo.' But it really was a game," says another team member.

"I don't think we knew, to be honest," says Carr, noting that a full production game for the team would usually have more than 100 people on board. "I think we were playing with something, and we built quite a lot of it, and you could sit down for a couple hours and enjoy noodling around his house, and going fishing, and skimming stones, and doing all sorts of cool games. But I don't think we ever really sat down and said, 'This is going to be a product.'"

One source refers to this as Carr "toeing the company line," while another views it as a simple difference of opinion around the office.

"I'd describe Milo & Kate as a development experiment that somehow found itself in full production," says another team member. "In all honesty it really was trying to be something new and different, and there were certainly some cool and compelling aspects to it. However as a project it always lacked strong direction and clear vision ... it was basically confused, and never quite solidified into something everyone was comfortable with."

None of this is to say staff at Microsoft and Lionhead didn't look into their options.

Evidence that the companies were considering commercial possibilities comes from three different places — multiple sources confirm that early in development Lionhead and Microsoft held talks to include Milo & Kate as a pack-in with the Kinect hardware, that the companies discussed potentially breaking the project's post-release content into pieces and releasing it episodically and that Lionhead started work on a social game that would tie-in with the Xbox 360 project.

Designer Wayne Imlach contracted briefly with Lionhead in 2010 to work on the social title, a browser and phone "lite" game known as "Milo's Projects" and "Milo & Kate for Web" that he says never got past an early prototype. The design focused on a school project where Milo would collect plants and animals in his garden, then look after them, and Imlach says it was designed to be "a companion product to the console game, so the mechanics were less geared toward the aggressive monetization and compulsive social obligation you tended to find in Facebook games at the time."

Cancelation day

On September 20, 2010, Lionhead held a "Cake War" bake off between its teams working on Milo & Kate and Fable 3, the office filled with cakes and cookies. Team Milo won. The "atmosphere was weirdly good," says animator Madeleine von Post.

"I remember we all kind of knew development might be put on hold at least," she says. "We didn't know for sure or how long, but there was a general feeling about it."

Days later, Lionhead canceled Milo & Kate.

Programmer Paul Evans says it "was one of the most difficult things I have been through in any job." Another team member says "there was a lot of sadness from the guys on the team." Senior Technical Director Doniec says he was "massively" disappointed.

"I always believed that we were making something truly different and I really enjoyed working on Milo ... because there [were] virtually no constraints," says Doniec. "Would it sell? I don't know, but it was really crazy and [something that had never been] done before."

Some Milo staffers point blame for the cancelation strictly at Microsoft, saying that Phil Spencer's first-party publishing team decided to stop the project. Most of those agree that this was due to Microsoft thinking the concept would be difficult to sell, though one suggests it also may have had to do with the project not working as well as Microsoft executives hoped.

Carr, still at Lionhead, suggests that canceling the project was an internal choice made at Lionhead.

"It wasn't really a mandate [from Microsoft]," he says. "It was, we just had to start making some money. We can't have 50 people just having fun doing this cool science stuff. We realized that we had to start paying our way. ... We just wanted to actually get on to making a game. The team was starting to think, 'OK are we going to make Milo into a game? Are we going to park it?' And the decision was to just park that for now, and let's apply some of our tech and some of our new team members who have been working together, to something that we think we can probably sell back to Microsoft a lot easier."

A year and a half later, Molyneux reflected on the cancelation in an interview with website VG247, saying he felt the project may have been ahead of its time.

"The problem with Milo wasn't the ambition," he said. "It wasn’t the ambition, it wasn't the technology; it was none of that. I just don't think that this industry was ready for something as emotionally connecting as something like Milo. The real problem with Milo was — and this is a problem we had lots of meetings over — where it would be on the shelves next to all the computer games. It was just the wrong thing. ... It was the wrong concept for what this industry currently is. Maybe this industry one day won't be like that, but at this particular time, having a game that celebrates the joy of inspiring something and you feel this connection, this bond; it was the wrong time for that."

A week after giving that interview, Molyneux left Lionhead. Shortly thereafter, he said that his experience with Milo may have "subconsciously" been in the back of his mind when he decided to leave, but it wasn't a direct correlation.

"It wasn't a sulk," he told website Eurogamer. "I can imagine [people saying] — and maybe I'm one of those people — 'Oh right, you won't go ahead with Milo? I'm off then.' It wasn't like that at all. In business, you have to take the rough with the smooth. A decision's made; you have to live by that decision. You can beat yourself up or you can sulk as much as you like, but it's not going to do anything. It was a personal, creative disappointment."

Following Milo's cancelation, much of the development team moved onto Fable: The Journey, a Kinect spin-off of the Fable franchise that carried over some of Milo's technology. Milo's water balloons became Fable's magic powers. Milo's seated play option became Fable's seated play option. And Milo's emotional reactions became the horse's grunts and snorts — both designed to establish a bond with the player.

Lionhead didn't include references or jokes relating to Milo in The Journey. While to many a point of pride, Milo was now also, to some, a bad word around the office. It was the new Dimitri.


Lionhead's Cake War

Lionhead today

In 2013, Lionhead isn't the same team that created Milo, either literally or figuratively. The studio saw layoffs following Milo's cancelation, and further layoffs following completion of Fable: The Journey.

In that same timeframe, various team members left Lionhead voluntarily, many to start independent studios. Molyneux departed in March 2012 to start developer 22cans, and took Dimitri Mavrikakis, Chief Technical Officer Tim Rance and Executive Art Director Paul McLaughlin with him. Others went on to found Wonderland Software, Another Place Productions and Kinesthetic Games. Still others left for Microsoft's technology team in Redmond, Wash. Some joined HTML5 game developer Turbulenz. Even after Carr's interview for this story, Lionhead Co-founder and Studio Head Mark Webley left, leaving Carr as one of the few longtime senior team members remaining at the company.

"I think it's turned over more than average purely because a lot of people at the same time maybe went through a period of, they'd done their term, right? And that's a natural process," says Carr. "They just needed to try something different. And I think it's a good thing to do that. I think companies have to regenerate — you need to get some fresh blood in, some new ideas. And I'm excited about the new guys we've got here at Lionhead."

The main difference between Lionhead then and Lionhead now, he says, is better communication. "I think we're much more inclusive on allowing other people to actually have their voice and propose things, or actually say, 'This is rubbish. Why are we doing this?' ... Because we're a younger company now — weirdly, 15 years old, we're a younger company — there's people with less experience. So I think they need each other and we need them."

Carr's long term goal for the company is simple: "Just keep us relevant. Make sure that we are seen beyond the Peter Molyneux era. Make the next 15 years more successful than the first 15 years. That's my goal. ... You know, Peter's still a big fan and a big friend, and he'll still come in nearly every day. ... That's what we want him to do, because he formed this company, and to me — and I said this when he left — I'll still think of it as his company. But we can still change the way it moves forward, and breathe some new life into it."

Lionhead doesn't currently have anyone tinkering on Milo in a corner, but is leaving the door open for the future.

Recent job postings suggest that Lionhead may currently be developing a multiplayer online role-playing game for Microsoft's next Xbox, which would tie in with Microsoft Europe's recently announced desire to move away from packaged products and towards "connected entertainment services."

While Carr can't speak to that project, he says that Lionhead has a history of revisiting discarded ideas, so while Milo may be gone, that doesn't mean the team won't attempt something similar down the road.

"Nothing ever goes away," he says. "Whenever you're in the creative business, these things somehow come back in some form. It might not be a boy. It might be something else. But these kind of things tend to come back.

"We've always evolved things. I mean, another game we did called Magic Carpet — we originally designed that as a screensaver. ... It eventually became a game. It's just the kind of things [Molyneux's] companies have always done. So it didn't feel strange to us [that Milo didn't turn into a game]. It may not have been good business sense in the short term, but generally in the long term [these ideas] pay off."

Carr makes it clear that at the moment, no one at Lionhead is tinkering on Milo in a corner somewhere — "I can say that for certain," he says — but he leaves the door open for the future. And despite Milo's public struggles, Carr says he's still in favor of running experiments that might not turn into sellable products.

"You know, what's wrong with a few of those? I mean, it makes the world an interesting place," he says. "Yeah, I think we will. I think if we don't do that — if there's not a place for that — then Lionhead isn't relevant. I think Lionhead is a company that should do those things, should have some occasional tremendous failures, but out of that kind of attitude may come new genres." Babykayak