clock menu more-arrow no yes mobile
A machine that looks like a satellite dish aims at the sky
The Bureau: XCOM Declassified went through many forms before its release
2K Games

Filed under:

The many faces of The Bureau: XCOM Declassified: from 2006 to 2013

The true story behind 2K's most troubled game

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.

With enough money — and talent — Take-Two could buy its way to the top. At least, that was the plan.

Since its formation by the son-of-a-billionaire Ryan Brant in the early 1990s, Take-Two had existed as a mid-level video game publisher, the sort that produced the shovelware you’d find collecting dust in a cardboard bin at Wal-Mart. Stuff like Austin Powers: Oh Behave! and Big Bass Fishing.

But in 1998, Take-Two purchased BMG Interactive. BMG had just released DMA Design’s Grand Theft Auto, a minor hit on the PC.

In 2001, the same team, under the name Rockstar Games, released Grand Theft Auto 3. The game, the first open-world crime simulator, was a colossal financial success; the series would go on to make both Rockstar and Take-Two very wealthy over the course of multiple sequels.

As a result, in the mid-2000s, Take-Two was suddenly flush with cash. Brant and his board had a plan to essentially recreate what had worked to make them rich to begin with. They’d buy some of the industry’s best talent and fund them — with minimal input — to create massive hits.

Between 2005 and 2006, Take-Two Interactive spent over $80 million to acquire and construct a suite of developers, among them, Irrational Games in Boston and Firaxis Games in Baltimore. Like Rockstar, the studios were established as homes to quality games and big personalities. Firaxis had strategy-game god Sid Meier and Civilization, and Irrational had storytelling folk hero Ken Levine and System Shock 2.

Take-Two, distancing these new studios from the publisher’s tawdry past, named its new publishing subsidiary 2K Games, after the line of sports titles that had also been plucked up in the spending spree.

This is the story of the definitive 2K game: a project given ample creative freedom, an exceptionally talented staff and — for better and worse — minimal corporate oversight. A game that has been in development, in some capacity, since the studio’s founding and which has only just now come to light. After nearly eight years, at least three names, three genres, three lead studios and innumerable reboots, that project is finally complete.

This is the story of the game now known as The Bureau: XCOM Declassified, as told, chronologically, by numerous anonymous sources.


In 2005, Take-Two purchased the rights to sci-fi strategy franchise X-COM from Atari. In retrospect, its motive was obvious. The publisher was in the midst of acquiring an enormous amount of talent, and wanted an established video game franchise that could be pushed immediately into development.

X-COM was a beloved PC strategy franchise that pitted humans against alien invaders. But like so many things in the 1990s, it had become distorted into a vapid and shallow form of its original self.

An X-COM game hadn’t been mentioned publicly since Infogrames’ first-person shooter X-COM: Alliance was canceled (for a second time) in 2002. And Atari, a falling star, needed cash.

Following their acquisition by Take-Two in 2006, Irrational Games and sister-studio Irrational Games Australia were renamed 2K Boston (we’ll continue to call it Irrational for clarity, since it switched back to its original name later) and 2K Australia.

Both studios quickly began conceptualizing X-COM games.

At this point, Irrational was still a year away from releasing BioShock, which would rocket the studio and 2K Games to mainstream relevance. Irrational team members liked the idea of a second project, and Levine was an outspoken fan of the original X-COM games.

A small group crafted a handful of pitches.

One of the earliest pitches, claims a source, was a loyal sequel to the classic X-COM games. The engine Irrational used to power its tactical superhero game Freedom Forceseemed like a perfect fit for X-COM’s tactical strategy design. However, that concept was scrapped early on for an X-COM first-person shooter.

First-person shooters were popular. Call of Duty 2 had just been released on the Xbox 360. Plus, Irrational had plenty of experience stretching the genre’s potential with games like SWAT 4 and System Shock 2.

But translating the storied strategy franchise into a new genre proved difficult. Concepts were created in rapid succession, most of which never made it past the storyboard phase. Ownership of the project bounced back and forth between the Boston and Australia offices as both teams struggled to find a way forward.

The pitches shared some similar elements, like the theme of resistance.

One pitch imagined Earth post-invasion and full of resistance fighters. The intention was to create scenarios in which humans were outclassed, outmatched and outsized.

A source describes one storyboard pitch in which a hero — who resembled Foo Fighters lead singer Dave Grohl — placed boom boxes on plinths in a city square, inspiring humans to rise up against their alien overlords.

In another pitch, which developed into a full demo, the player escaped a commandeered an alien vessel by selecting a location on Earth and transitioning from the ship, through the cloud and onto the ground. In a later scene, the player climbed the back of a giant alien, searching for a way to kill it. This demo was, according to a source, “E3 ready.”

Most of the single-player pitches came from Irrational. 2K Australia, meanwhile, focused on creating a multiplayer mode. One demonstration involved asymmetrical team-based multiplayer, with one side playing as humans and the other as aliens. The mode, according to one source, was similar to the Aliens vs. Predator series, with the various races having unique abilities and weapons.

The see-what-sticks pitch method is common in the video game industry. The cost in dollars and man hours is nominal. The goal is to find and nurture a truly excellent idea, an idea that can sustain dozens of employees and a year or more of development.

For the first few months, that idea just didn’t exist.

A floating machine attacks the planet with a beam
XCOM in 2010
2K Games


By 2007, BioShock had taken shape. Seeing BioShock’s potential, Irrational head Ken Levine decided the studio wouldn’t continue development of an X-COM game, and the project transferred fully to 2K Australia.

The multiplayer prototype was scrapped, and 2K Australia began work on a single-player campaign. Though, according to a source, team members at 2K Australia chose to build off one of Irrational’s final concepts: a first-person shooter set in the 1950s in which humanity is woefully under-equipped to fight an invading alien menace. The rest of the game — the story, the mechanics, the point — would be revised.

Then came the speedbumps.

From late 2007 to early 2010, 2K Australia was tasked by the publisher to act as the developer equivalent of the supportive best friend to the publisher’s other studios. First it helped Irrational finish BioShock, then contributed to the game’s PlayStation 3 port.

In 2007, a handful of high-level employees left Irrational to found a California-based studio called 2K Marin, which was built initially to create BioShock 2 and become a premier studio within 2K Games, producing a new IP of its own.

2K Marin needed help, though, so 2K Australia supported the development of BioShock 2until its release in early 2010.

For three years, alongside this work, a small group within 2K Australia continued work on X-COM, but finding time and resources was a chore. Progress slowed. With BioShock 2finally out the door, the team looked ahead to finishing X-COM and establishing 2K Australia as leading triple-A studio.

Neither were to be.

The pitch

2010 should have been a great year for 2K Australia. With BioShock 2 shipped, the studio finally had its chance to lead a game, and escape this unexpected de facto helper role.

Some people at the publisher side of 2K believed 2K Australia had had a good deal of time — three years by their count — to nurture the X-COM pitch. They were pleased with the initial concept — even though, one source claims, the original vertical slice had been built by a skeleton crew.

In early 2010, 2K Australia’s creative director was Jonathan Pelling, its art director was Andrew James and its design director was Ed Orman. Pelling and Orman had been with the studio since 2001, and James since 2002. This was an opportunity for them and their team of roughly 40 employees to own a game and shed the identity of support studio.

They named their pitch “X-COM: Enemy Unknown.”

The creative leads at 2K Australia wanted the game to be mysterious, and hoped to create a first-person shooter that elicited fear and confusion. The subtitle, Enemy Unknown, wasn’t just a play off the original X-COM’s European title, which was also Enemy Unknown. It was more like an explicit mission statement: You could see the enemy; you could fight the enemy; but you could never truly know the enemy.

The elevator pitch was essentially the original X-COM meets The X-Files, set in the 1950s to 1960s. The time period — something close to it, at least — would survive years of revisions. Practically everything else would not.

As a government officer, the player had neither the weapons nor the technology to fight the futuristic aliens that were invading Earth. But they did have a handy camera. The core mechanics of the game were researching and running, with a splash of shooting. The player’s most important skill was photography.

The pitch was, in some ways, strikingly similar to those of the original X-COM games, despite being first-person. The player would select missions from a number of locations on a map. While the general construction of a stage would remain the same each playthrough — the streets and homes of a suburb would be static, for example — certain aspects of the missions would be procedurally generated. So the enemies you encountered, the location of valuable information, the entrances to rooms, the time of day and the mission goal would be a different combination each time, allowing the player to freshly experience the same stage multiple times.

The other half of the pitch focused on the X-COM base. After collecting information, the player would return to an appropriately retro 1950s military base. Here, the player would complete research goals and devise strategies for future missions.

The art direction was abstract. Aliens would be wisps of air, globs of goo or puffs of clouds. The first enemy was the titan, the large obelisk that would later be the iconic centerpiece of the game’s marketing materials.

Numerous sources interviewed for this piece feel the pitch was promising, but needed additional time to be conceptualized. However, the publishing team at 2K believed the rapid addition of nearly 80 employees from 2K Marin — nearly 80 percent of the studio, and twice as many people as 2K Australia’s entire staff at the time — could serve in a support role, as Australia had done on BioShock 2, and have X-COM shipped by 2011.

From the start, both parties had their concerns.


Following the release of BioShock 2, 2K Marin’s staff was divided into three groups. The first was a small, multi-discipline team assigned to BioShock 2’s downloadable content. The second consisted of five of the studio’s senior employees — including Creative Director Jordan Thomas, Lead Artist Hogarth de la Plante and Lead Designer Zak McClendon — who would conceptualize and pitch a new IP for Marin to begin following X-COM’s completion. The final group, which consisted of most of the studio, was assigned to X-COM.

All three groups were guided by Studio Head Alyssa Finley, who was, according to sources, beloved by her employees.

To alleviate communication issues between two continents, the publisher assigned 2K Marin to multiplayer responsibilities, while 2K Australia continued work on single-player, a reversal of the original order back when Irrational had the lead, and the chance for 2K Australia to prove it could play the starring role.

The work seemed doable, according to multiple sources, if not ideal. The division of labor resembled something akin to a outsourcing, and Marin was too large and responsible for too much to have minimal creative input.

Marin spent the first few months developing multiplayer designs, building a framework and modifying 2K Australia’s single-player engine to run multiplayer settings.

The earliest multiplayer prototype was a survival game in which four players worked to reach a certain point on a map. It resembled Left 4 Dead, complete with an artificial intelligence director deciding when and how to spawn enemies.

Meanwhile the relationship between 2K Marin and 2K Australia remained creatively and structurally confusing, further troubled by the difficulty of simply scheduling a daily conference call across an 18-hour time difference.

Most communication took place between the mid-level producers at both studios, who would pass along task lists from Australia to Marin. Team members at 2K Marin felt they didn’t have a direct line of communication back to 2K Australia for when they had questions or alternative ideas. Both sides craved the simple ability to sit in a room with co-workers and hash things out.

On April 14, 2010, the publisher merged 2K Marin and 2K Australia under the single banner of 2K Marin. It’s unclear whether or not this was an intentional play to artificially bond the two studios.

Whatever the case, the name change was not well received by many members of both studios. Australia felt it was losing its identity. Marin felt that it was absorbing a team of developers it hardly knew. The press release quaintly referred to the two as “sister studios.”

On the very same day, 2K announced XCOM to the public.


In the press release, the game was simply called XCOM. No hyphen. No subtitle. The words “Enemy Unknown” were abandoned, though the press release emphasized the “unknowable” theme of 2K Australia’s original pitch, mentioning the player’s “frailty — against a foe beyond comprehension.”

The press released described XCOM as a “Mystery-filled first-person shooter from the creators of BioShock 2,” which wasn’t entirely true. When pressed for comment by, 2K representatives clarified that the game was being led by the the Australian division, referred to by this wordy label: “the Canberra, Australia arm of 2K Marin.” (For the sake of clarity, we’ll continue calling the studio 2K Australia.)

Renaming the studios didn’t fix their problems. The team in Marin continued to receive instructions via task lists from Australia, and resentment began to build within both studios. Marin wanted more creative input — its name was now on the project. Australian wanted its chance to lead a project — even if it was now the “wing” of another studio.

The name didn’t fix the the studios’ biggest problem: a fruitful line of communication wasn’t coalescing.

By May, it was clear that Marin’s multiplayer and Australia’s single-player would not meet the alpha milestone scheduled for November 2011.

2K chose to scrap the multiplayer and assign Marin to help Australia complete the single-player campaign.

The two developers, separated by half a world, had barely a month left before XCOM’s scheduled first public presentation at E3 2010.

Two pieces of art show characters being pulled out of their bodies
XCOM artwork from 2010
2K Games

Two teams, one campaign

XCOM needed to be finished.

The publishing group in 2K still wanted the game to be completed quickly, and believed the added manpower of 2K Marin would help make that possible. To maintain a degree of compartmentalization and prevent communication issues, 2K Marin was assigned “Field Ops,” the first-person missions, while 2K Australia worked on the strategy layer of the XCOM base.

2K Australia no longer had its name, and the assignment of single-player to 2K Marin could be perceived as less help from a sister studio, and more as creative encroachment on their passion project. Whether 2K Australia was the leader or, once again, the supporter, was less and less clear.

The team at 2K Australia made the most of XCOM base. The location was now the center of the game’s story, and where high-level strategy, research and upgrades took place within the campaign. According to sources, 2K Australia briefly planned to connect the base to an XCOM Facebook game set in the same location.

Though designing the base was 2K Australia’s priority, the studio’s leads also directed the design for field ops, being developed by Marin. This, according to many sources, caused a good deal of creative tension.

2K Marin’s various departments struggled to execute on Australia’s direction of mysterious levels and unknowable enemies. Sources say the themes were difficult to express in moment-to-moment gameplay. Animators struggled with telegraphing the attacks of the amorphous goo enemies, and programmers failed to express how the enemy or the player took damage.

Despite the game being labeled a first-person shooter, its core mechanic was research, via taking photographing evidence and retrieving information. The goal of a mission was typically to keep an enemy alive, and extract research from it. But because most enemies lacked faces, artist and programmers labored over ways to express the direction a character looked and whether or not the player was in its line of sight. This made the stealth nature of research missions particularly difficult.

The very simplest mechanics of most games — like knowing whether the enemy was looking at the player — were made difficult by the too-alien nature of Australia’s enemies.

With many of 2K Marin’s directors busy trying to develop the studio’s new IP there was, in the words of multiple sources, little high-level representation on Marin’s behalf and minimal involvement from 2K’s publishing team on XCOM.

If the project wanted to progress, problems needed to be worked out face to face, person to person. So the leads at both studios agreed to make it happen. To ease the tension and clear the lines of discussion, the two studios began swapping small groups of employees, sending developers on the nearly 12-hour journey across the Pacific Ocean from one location to the other, for weeks and months at a time.

And it sort of worked. According to many sources, communication gradually improved, but the building frustrations had taken a toll. An exodus of employees had already begun.

With communication improving, 2K Marin slowly influenced the creative direction of the project. Leading up to E3 2010, the studios began to focus on research and upgrading abilities within XCOM, and decreased the emphasis on strange, mysterious encounters.

The design was changing.

Two agents aim their guns at a floating black rectangle
XCOM in 2010
2K Games

E3 2010

Representatives from 2K Australia brought a vertical slice for their behind-closed-doors presentation at E3 2010.

The entirety of the demonstration was never shown to the public, but a trailer containing moments from the sequence still lives on YouTube. The demo was highly scripted, and wasn’t representative of what was currently completed in the game — though this is hardly uncommon for early demonstrations of big budget games.

The press and internet commenters reacted coolly. Many outlets wondered why the studio chose to turn the X-COM franchise into a first-person shooter. The similarities to the original X-COM games were not made clear by the game’s publicity, and were broadly ignored.

The switch

The months after E3 were turbulent, albeit not because of the game’s public reception.

In late 2010, 2K Australia was rocked by the high-level departures of Art Director Andrew James and Design Director Ed Orman. The two men departed to form Uppercut Games, which would release the iOS third-person shooter Epoch.

2K Marin plunged into the leadership void, quickly taking on additional creative responsibilities. Members of Marin had already been promoted to senior roles, even before the departures, so they were easily slotted into the updated org chart.

There was internal concern amongst leads at both studios and the publishing side of 2K that XCOM would not be completable if it continued down the path of “mysterious” enemies and a research-based mission structure. The project underwent a small reboot.

The leads wanted to protect much of the work that had already been done on the game. The hope was to find something that would improve XCOM, and allow it to ship sooner, rather than later. The overall structure would remain the same, but the in-level experience would change.

During the reboot phase, the game’s leads at 2K Marin wanted to establish whether the backbone of the game would be shooting or stealth.

Members of the various departments within Marin began rapidly creating pitches and prototypes for supplemental features, pushing again for familiar, readable tropes from other games. Some of these included a Splinter Cell-like mechanic where enemies saw the player’s last known position. Another prototype resembled a traditional third-person shooter. At one point, a suspicion system was in the game, in which the player’s unusual behavior would alert the aliens, a la Invasion of the Body Snatchers.

Around this same time, the designers decided to give the player control of the two squad mates, an option that hadn’t been available in the 2010 builds. Control of squad mates was initially limited, but made the game more strategic, and inspired some team members to pitch the shift from first-person to third-person, allowing the player to see more of the battlefield.

The ideas would be grafted onto the current build to, ideally, strengthen what was already there. One source describes this iteration of XCOM as “a victim of its own timeline,” stuck with systems and tools that had been chosen years earlier.

Intentionally or not, the groundwork was being laid for a larger reboot.


The Marin directors who had been working on the new IP were gradually put on XCOM, and the new IP was canceled, further damaging the morale of the team at Marin. One source claims many employees had taken jobs with the studio on under the impression BioShock 2 would be followed by the new IP and the studio would become one of 2K Games’ premier developers.

XCOM had been seen, at first, merely as a small, quick support job for 2K Marin. Suddenly, the new IP was gone and the team was stuck in what was beginning to feel like a development quagmire. Some at 2K Marin felt as if they’d inherited another studio’s problems.

Whether or not XCOM would be released seemed, briefly, inconsequential. The purpose of 2K Marin had changed. It wasn’t to be 2K’s new premier studio which would — alongside Irrational and Firaxis — produce high-budget games based on its own IP.

Instead 2K Marin had become something else: a clean-up team.

However, one source says the influx of director-level talent showed promise, and gave the team something, however small, to latch onto.

Jordan Thomas, who served as the studio’s creative director, became the narrative lead and overhauled XCOM’s story. The previous version hinted at American civil rights issues in the late ‘50s and ‘60s. Thomas brought these story details into the main storyline, and moved the story to the year 1962 to play off global Cold War paranoia.

To streamline the development, the game was restructured as a linear sequence of levels — casting the randomized level sets to the wind. Furthermore, humanoid enemies were introduced to the cast of villains, with the previous mysterious enemies taking supplemental roles.

2K Marin was becoming the lead studio.

E3 2011

Multiple sources claim senior level employees at 2K Marin weren’t happy with the state of the game leading into E3. One source describes the early 2011 build as a hodgepodge of previous iterations.

In the spring of 2011, senior team members asked 2K for permission to put the current version aside and instead spend the 10 weeks leading to E3 constructing a demo for the game the team wanted to make.

This was a chance for a fresh start — or something like it.

According to one source, the publishing side of 2K was supportive. With the random levels and detective mode of 2K Australia’s pitch removed, the current version of XCOM lacked a hook that elevated it above a generic first-person shooter. The source claims that 2K executives were and still are vocal about releasing high-scoring games — like Grand Theft Auto and BioShock — and believed more time might produce a better final product.

In theory, the task was comparably straightforward: switch the perspective and add some new powers and alien abilities. The art assets could be salvaged. The game could be saved.

For the demo, the senior team members wanted to add a third-person perspective and expand squad control, but neither fit the current build of the game. There wasn’t enough time to make the entire demo run in third-person, so for a second time 2K presented XCOM at E3 as a first-person shooter — despite the fact that the 2K Marin team knew the game would ultimately use the third-person perspective.

In the demo, a first-person character directed squad-mates by shifting to a third-person perspective — the shift to a paused third-person meant they didn’t have to animate the lead character just yet.

2K Australia’s XCOM base featured prominently, with a mission being assigned to the player by a woman dressed in period 1960s clothes and sporting a beehive haircut.

The press reacted favorably to the demo, more so than it had the year prior during the behind-closed-doors presentation. Typically, a game’s E3 appearance is followed by a slow-drip of publicity, including screenshots, trailers, developer diaries and interviews, but the XCOM project had been totally silent. Jordan Thomas explained this to PC Gamer by saying, “We just felt it wasn’t X-COM enough.”

At the trade show, 2K announced the game’s release date: March 6, 2012, less than a year away.

XCOM had been scheduled to launch against Mass Effect 3, possibly the biggest sci-fi game of the generation.


The creative reboot was approved.

The E3 2011 demo served as the template for the revision of XCOM as a tactical third-person shooter. Spirits were, if not high, higher than they had been before.

The first half or so of 2011, according to sources, showed promise. Beginning with the creation of the E3 demo, both studios felt there was a clearer sense of creative direction. It was the most collaborative year, according to one source, with many more employees shuttling back and forth between the Marin and Australia offices.

One source describes the environment at 2K Australia as heated, and the developers there, at first, skeptical of visitors from Marin. The suspicion cooled in time, and visitors from Marin were eventually invited to join the team at weekly Thursday pub nights. Another source describes the Australian team as an incredibly close group with a wonderful, friendly bond.

There was now clear leadership at Marin, first with Jordan Thomas as creative director and Chris Proctor as senior systems designer and later, Zak McClendon as design director.

According to one source, Thomas decided XCOM would be a bridge between the Firaxis game and the original series. The gameplay would pivot on the third-person tactical shooter genre, making a clear and definitive cut from the stealthy, horror style of the original pitch. The team even contracted a voice cast, recording the script in 2011. (According to another source, most of those roles would be recast over the next year.)

But even with the improved work environment and creative guidance, development was taking longer than expected — particularly because the switch to the tactical genre required many environments to be completely redesigned.

Meanwhile, 2K Games was becoming concerned it wasn’t the publisher it had aspired to be. The subsidiary was built to fund the best creative talent and the production of successful games, both financially and critically. But now, they were developing a reputation as a publisher that couldn’t control its projects.

Irrational’s follow-up to BioShock had been in development for four years, and would be delayed multiple times. XCOM was on a similar track, except its creative confusion was crippling two separate studios.

At this point, there was no visible path to success. 2K Games’ original purpose was evaporating, along with its money.

The publisher had, in the words of numerous sources, been too uninvolved, too slow to fix the communication problems between Australia and Marin and too out of touch to recognize that a full-length first-person shooter couldn’t be sustained by photography and mystery alone.

2K needed to make a move.

Around October of 2011, members of the 2K publishing team called the XCOM teams together to announce Marin would be given extra time to complete XCOM, but that there would be major changes.

In order to resolve the communication issues, Australia would be removed from the project entirely. While a sense of creative tension had always existed between 2K Marin and 2K Australia, the two studios had eventually bonded over the project. In the wake of 2K’s pronouncement, 2K Marin invited many of 2K Australia’s employees to work at the Marin office; some took the offer, many didn’t.

In addition to the removal of Australia from the project, 2K demoted Studio Head Alyssa Finley, and installed 2K Games Director of Development John Chowanec in her place. The demotion was symbolic, claims one source. After Chowanec took control, Marin was led by a triumvirate of executive heads. Chowanec had ultimate say, Finley led production and Morgan Gray handled creative issues.

The publisher would give the developer more time, but in return expected all employees to give something back. According to a source, Chowanec instituted mandatory nine-hour days for crunch. The crunch was called “seven in five,” as in the team would be accomplishing seven days of work in just five.

This wasn’t 2K Marin’s first crunch, but this time it was different. Employees had voluntarily crunched on BioShock 2. For XCOM, 2K was making crunch mandatory. Morale sank.

On Nov. 8, 2011, 2K publicly announced what the team already knew. XCOM would miss the March 6, 2012 release date, with 2K stating in an earnings report that the game would release “sometime between April 1, 2012 and March 31, 2013.”

Triple-A games are often scheduled for broad release windows, especially in advance of completion, or, as in the case of XCOM, after periods of uncertainty or change. But a launch window of an entire year is almost unheard of, especially after so many months of development — and a missed concrete release date.

With the announcement of XCOM’s launch window, 2K Games was acknowledging it had no idea when the game would be finished, and that its best guess was sometime before March of 2013.

A full year window is like giving a project plenty of runway to land on. It’s not pretty or cheap, but it’s safe.

XCOM would miss it.


The bad times got worse. The project had been in development, in some form, since 2006, beginning with Irrational Games, and in earnest with a large team since late 2009.

The project was taking much longer than expected, threatening to become a financial sinkhole.

In 2012, Ken Levine asked Jordan Thomas to help Irrational finish BioShock Infinite. It wasn’t clear when Thomas would return. (In fact, he would not. Instead he would go independent.)

In January, Firaxis announced the development of XCOM: Enemy Unknown, a traditional strategy game similar to the original series. The game was received by fans and critics with open arms.

Inside 2K Marin, the year became entirely about buckling down and completing their XCOM. By spring, the team believed XCOM was heading for the finish line, but didn’t want to take 10 weeks away from development to create another demonstration for E3. Marin feared it would look too similar to the aspirational demo the studio had created the year prior.

In September, a marketing survey and screens of the third-person version of XCOM leaked on Kotaku. The Kotaku post speculated whether or not 2K would “pull an I Am Alive,” with XCOM, “cutting its losses on a troubled project and trying to make the best of a bad situation by selling it on the cheap.” (I Am Alive was an ambitious first-person game from Ubisoft, before being volleyed between studios and released on digital marketplaces as a low-priced third-person adventure.)

2K Marin’s team members were not allowed to comment publicly. They couldn’t defend the game. 2K’s official response was “We have not made any new announcements regarding the XCOM title currently in development at 2K Marin, and it is our policy not to comment on rumors or speculation.”

Fans of the XCOM franchise expressed their concern on forums and in comments, fearing the game was doomed to live a short life in the budget bin.

An agent holds a gun while aiming off-screen
The Bureau: XCOM Declassified in 2013
2K Games

Darkest before the dawn

To dull the pain of so many setbacks, staff members tried to establish some normalcy and positivity in their routine.

The former members of 2K Australia that had moved to 2K Marin instituted a new pub night, which served as a vent for mounting frustrations. With team members spread across the Bay, though, the pub night never quite took hold like it had in Australia.

2K Australia never returned to the project. Having been folded under the 2K Marin label for two years, the team eventually regained the 2K Australia name and began support work on BioShock Infinite. A considerably smaller team remained in the 2K Australia office. One source was surprised the studio wasn’t shuttered. Another felt its existence served as testament to 2K’s determination to make its games and studios work.

Meanwhile XCOM underwent another massive reorganization. Zak McClendon, the lead designer on BioShock 2, became design director. According to multiple sources, McClendon was the man to get the job done.

Under McClendon’s supervision, the various departments tried to maintain their creative spark. 2K Marin instituted rapid amounts of experimentation, testing organic enemies, crystalline enemies and “classic” enemies that mirrored those from the original XCOM. One source says 2012 was the first year the game included sectoids, a fan favorite.

2K’s product development group had previously told Marin not to include the tiny gray aliens, but after the success of Firaxis’s Enemy Unknown, sectoids had become a cornerstone of the brand. Suddenly sectoids were a mandate.

Still, the game wasn’t progressing fast enough. The launch window was going to have to change.

In a Take-Two report from May 22, 2012, the publisher announced that it expected “to release XCOM, its shooter version of the franchise that is in development at 2K Marin, during fiscal year 2014.” Some employees at Marin were convinced the project would be delayed again, perhaps to holiday 2013. In the words of one source, it “felt like a sick joke.”

And then, in mid-2012, the game hit an alpha milestone.

Many team members had resisted using the word “alpha.” So many alphas had been missed. First, the alpha in November 2010, then the alpha in March 2011. The word had lost its meaning.

This one felt different. According to a source, it felt like an actual alpha milestone. The game could finally be played from beginning to end. There was structure and story and a fun gameplay hook. XCOM felt like a real game.

XCOM reached beta in March 2013. Around this time 2K’s publishing team began intensifying work on marketing and promotions. It created cover art. There was an ending around the bend. Some saw it. Some didn’t know what they saw.

According to one source, Marin had nothing else in pre-production beyond the possibility of post-release downloadable content, and there was concern about what role the studio would play within 2K after XCOM’s eventual release.

On April 15, 2013, 2K shut down XCOM’s old website, causing speculation outside the studio about the game’s status. On April 26, the publisher announced the game under a new title, The Bureau: XCOM Declassified.

In interviews with press, team members highlighted the tactical nature of the re-envisioned game, drawing comparisons to the now popular XCOM: Enemy Unknown strategy game from Firaxis — no one noted that Enemy Unknown was originally the subtitle.

While talking with Eurogamer, 2K Marin Creative Director Morgan Gray said:

“The team has been working hard to leverage core XCOM elements like tactical decision-making and permanent death of squadmates in a purposeful way that makes this a unique tactical shooter. To that end, The Bureau will challenge players unlike any other third-person tactical shooter.”

In an interview with Joystiq, Nico Bihary, a senior producer at 2K Marin, said:

“There’s quite a bit of familiarity between what we’re doing versus what [Firaxis] is doing. [...] it really allowed us to put together a really compelling origin story because [Enemy Unknown] already established the current version of XCOM. It’s been contextualized for us, so if we tell an origin story, people understand what we’re talking about.”

The Bureau: XCOM Declassified was finally given a release date it would ultimately keep: Aug. 20, 2013.


Today, with The Bureau: XCOM Declassified on store shelves, 2K Games and its studios look different than they had when the XCOM project — and its publisher — began.

In the intervening years Irrational Games has established itself as 2K’s dominant creative force, thanks to the successes of BioShock and BioShock Infinite. 2K Australia, formerly a creative equal of Irrational, now plays a small support role.

That press release that boastfully announced 2K Marin as the next premier studio seems like a distant memory, as does the proposed new IP. The studio looks to rebuild with a new project and more staff.

Much of the original talent is gone. Many of 2K Marin’s employees, including senior team members, have departed. 2K Australia shrunk following its split with the Marin banner. And Ryan Brant — along with the majority of the original board members that founded 2K games — was ousted by investors in March 2007. Brant had pled guilty a month prior to falsifying business records that had inflated the company’s revenue between the fiscal years of 2000 and 2001.

Many sources believe that 2K Marin is in good health. They claim 2K, as a publisher, works hard not to lay people off, close a studio or interfere creatively — sometimes to a fault.

“[Whether the game does well or not] I’d be surprised if you hear anything bad about 2K Marin,” says one source.

Multiple sources praise the work of Morgan Gray, Zak McClendon and Alyssa Finley for getting XCOM to a finish line, and every source interviewed for this piece praises both the talent that left 2K Marin and the talent that remains. The positivity and camaraderie, of both 2K Marin and 2K Australia’s team members, was a recurring point of pride.

2K chose not to participate in this story and sources were reluctant to speak about the final days leading to the game’s release. Though it’s perhaps worth noting that, following the game’s completion in July, many senior level staff were able to take an overdue vacation.

As a publisher, 2K — and its parent company Take-Two Interactive — remains publicly dedicated to creative talent and critically acclaimed products. In Take-Two’s 2013 annual report, two key bullet points are: “Diverse portfolio of industry leading intellectual property” and “world-class creative teams.”

In September 2013, Rockstar will release Grand Theft Auto 5. The developer and its publisher will again — barring apocalypse — make lots of money. Whether The Bureau will contribute to that windfall remains to be seen.

The general consensus of those close to XCOM’s production is that XCOM was victim to two early decisions: First, the original idea wasn’t ready for such a large team. Multiple sources wondered if Marin would have been more receptive to Australia’s first pitch if it had had further time in pre-production. Second, co-developing a game across two countries was impractical, and Marin was too large to take a true outsourcing role.

Despite these problems, the people interviewed for this piece generally have a Zen-like outlook on the experience. After all, these problems aren’t local to XCOM. To paraphrase one source: This is a story that’s been told before and will be told again.

Sign up for the newsletter Sign up for Patch Notes

A weekly roundup of the best things from Polygon