The Inside Story Of Fable 2, The Sequel That Changed Everything

When Peter Molyneux and I were talking about the development of the first Fable, it all sounded so romantic. Molyneux, who co-founded Lionhead and worked as a lead designer on the Fable series, told me of the young, ambitious team of developers trying to make a game that had never been made before. But how do you make a sequel to a game that was meant to be one in a million?

For Molyneux, it meant doing what he did best – throwing some ideas at a wall to see what would stick. Unfortunately, his ace in the hole – a new companion for the player – just wouldn’t.

“The dog fucking barked all the time,” says Molyneux. “All you wanted to do is kill the dog because it was so aggravating. How are we going to use the dog narratively in the game? How do we stop the dog from being an aggravating little shit?”

Back in 2004, Fable broke every imaginable sales target and quickly secured its place as an instant classic. This made Lionhead’s new partner, Microsoft, very happy. The gamble it had taken on this young studio in the small British town of Guildford had paid off. For both better and worse, that meant Lionhead couldn’t operate like a small developer anymore. It had to do what any big company would do after launching a hit: start working on a sequel.

“This sounds absolutely crazy in today’s world, [but] there was a shame in doing sequels,” says Molyneux. “You were viewed as selling out. So, when we started thinking about the sequel, we were thinking about how we can’t just do more weapons, a bigger landscape.”

Making another game just like the first Fable was out of the question. For Molyneux, the appeal of Fable wasn’t the gameplay anyway, it was the story. But how do you get players to care about a new game when you’ve chucked out so much of the first one?

“We needed a device that people were going to empathise with and love. And that’s when the idea of a dog came up.”

Many other ideas were pitched. Combat had to be simpler, attached to as few buttons as possible. Its story had to go deeper into the lore too, and not in a way fans would expect. But first, they needed a bigger team. Thankfully, Lionhead’s reputation attracted the kind of adventurous spirit it was after.

“I had this very weird conviction that I didn’t want to work on games, I wanted to work on Lionhead games,” says Kostas Zarifis, gameplay programmer at Lionhead during Fable 2. “So this was my goal […] I’m going to get a job at this company, no matter what.”

As soon as there was an opening, Zarifis applied, shunning job offers at Rare and Sony, and a planned move to Liverpool. “Pure enthusiasm is what landed me the job,” says Zarifis, who recently released his own game, Tin Hearts. “I left after like, two hours of chatting, then on the train back, I’m calling my wife going, ‘I think we need to change some plans’. A couple of months later, I was working on Fable [2].”

There was a lot of catching up to do. As Zarifis quickly learned, Lionhead’s way of doing things was changing rapidly from the company he’d idolised while he was at university.

“Black & White and The Movies were definitely kind of the things [I played] growing up – and Dungeon Keeper before that,” Zarifis tells me, listing Lionhead’s smaller, pre-Fable classics. “I wanted to work at Lionhead, work on those kinds of things.”

He wasn’t alone in this. While developing the first game, there was an old guard who resented making a 3D RPG, feeling it was beneath them. Luckily, two of devs in the the believers camp were the Carter brothers, Dene and Simon, who stayed on for a sequel despite internal strife and relentless crunch in the first game.

„By the second game, everyone who found themselves working on the Fable project actively wanted to be there,” says Dene Carter, creative director of the Fable series. “The remaining producers had been whittled down to a small group who knew exactly what the team needed. Most importantly, after extensive interviews with the team, we had a massive bible of things not to do ever again.

“Development was much smoother. We knew what we were making from the outset, we were now a successful studio and – bar a few who despised having to work on a game they felt no ownership of – most of Lionhead were now onboard with making this franchise work.”

So, they got to the drawing board, making sure they knew what to make before they got to work – a major change from the more chaotic moving target approach of the first game. These meetings dedicated to experimentation gave Fable 2 its new, simplified combat system.

“It [wasn’t] about assigning skill points,” Zarifis remembers. “You choose how you want to develop your character by playing the game.” As long as switching between melee, ranged, and magic attacks was “seamless”, they thought it could work, and Molyneux agreed. This was the first time Lionhead took a huge departure from the RPG mechanics of the first game.

It wasn’t just the gameplay that Lionhead wanted to surprise fans with, either. Molyneux felt that the main pull of the series would always be its story, and the team knew exactly where they wanted to take it – as far away from Fable as possible. Literally.

“The time-jump idea came from [British comedy series] Blackadder,” says Dene Carter. “It was an interesting model for keeping an established franchise fresh […] something which wasn’t merely bigger, better, more‘.”

Fable 2 takes place 500 years after the first game, leaving its fairytale whimsy a distant echo of the past. There’s still the humour you’d expect, but the magic has mostly died out. No one even cares about the Heroes of old. Towards the start of the game, you find a discarded book detailing some of the events of the first game, but they’re rarely brought up.

However, while the Heroes have faded, the forces of evil haven’t gone anywhere. The game hits you over the head with this immediately, as your new character starts their life as a starving orphan on the streets of Bowerstone.

“We were rallying against sugar-sweetness,” says Molyneux. “If you walked into Oakvale and it was this lovely, sugar-sweet place, that doesn’t feel memorable. A lot of it was memory. How do we make sure that people remember this?”

Personifying this, we got Wraithmarsh. As you slowly discover through exploration, this horrifying location was once Oakvale – the home of the Hero from the first game. Only now, it’s a haunted marsh, its only inhabitants monsters and banshees.

“Making Oakvale dominated by wraiths fitted with the storyline [post] Fable 1,” says Molyneux. “With that [and] the Theresa character, it was very much darker in Fable 2. We were a bit fearless when it came to stuff like that. You wouldn’t ever do it now because you’d probably get [negative] test feedback on it.

“It was a big risk. I think people tend to be a little bit more risk averse these days.”

Wraithmarsh represents Fable 2’s game design so well, but it’s only one, relatively small part of its main story. As ideas piled up, the scope was growing even larger, so another Fable veteran had to be brought back on board.

Georg Backer, who previously created Fable’s cutscenes (and hated it), was now promoted to dialogue producer. In true classic Lionhead fashion, he wasn’t brought on in the most formal manner.

“Russell Shaw [head of sound and music] and a couple of other people said, ‘Georg, we really need some help with getting the dialogue sorted for this game, because it’s going to have fuck tonnes’,” Backer recalls.

With Backer on the team, Fable 2 could become even darker. He loved exploring “the line between cheeky and sinister”, and compares the second game to The Brothers Grimm, or “like Tim Burton directing Monty Python.”

“For me, fairytales aren’t a nice thing,” says Backer. “Something bad’s gonna happen, like somebody’s gonna lose a limb, someone’s gonna die, someone’s gonna get eaten up. The stuff of nightmares.”

Through his new role as the dialogue producer, Backer could also revel in his hatred of cutscenes. Fable 2 had far fewer, and he loved it. Instead, world-building and story elements were shown through character dialogue. That meant recording a lot of lines.

“I was just running around hoping that we’d recorded enough lines in an hour. Fable 2 had so many lines it was stupid.” He still believes this was the right decision, adding, “Cutscenes are just a lie in a way, like a way of cheating.”

This ethos can be seen in Wraithmarsh, with the banshees hurling insults based on your in-game decisions while you fight. “You could not win. This Banshee would just run you down and just give you a good beating in terms of like, ‘You’re not the fucking Hero. You’ve done all these things that you think are so great, but you’re not the Hero’.”

Another change from the first game is that Lionhead devs didn’t direct it themselves. They brought on TV, stage, and video game director, Kate Saxon, to work with the voice cast. “There’s a myth in the world of games that there’s a certain sort of actor, which is a games actor. And I think that’s such bollocks,” says Saxon. “If you’re an actor, you’re an actor.”

The Fable series is known for its huge, sprawling cast, but it wasn’t until the sequel that this became a hallmark of the game. While many traditional, gaming voice actors were there, Lionhead also secured Blackadder star Stephen Fry to play Reaver, and Zoë Wanamakerfor Theresa.

“I still get developers say to me, ‘Oh, they haven’t done games before, haven’t they?’ And that’s irrelevant,” says Saxon. “You need to cast for the role. If you cast the character correctly, that actor will play that part brilliantly, they do not need to have done a game before.”

Approaching the casting process like this was new to Saxon. In previous games, she said developers were specifically looking for voiceover artists who’d play multiple parts, or even produce multiple, non-human sounds.

“They can play a creaking door, they can play a rabbit, they can play a king,” says Saxon. “That sort of performance was generally a little bit more surface [level], which doesn’t really interest me.”

Instead, the cast was put in the hands of Saxon and Backer, regardless of whether they had worked on games or TV before. “Once actors are used to it, It’s actually really symbiotic,” says Saxon. “It’s about the imagination. Whether you’re in a voiceover studio or mocap studio – that’s what actors love.”

Saxon adds that Stephen Fry particularly enjoyed himself, revelling in Reaver’s “dastardly” wickedness. “The freedom of games is a bit like an early day rehearsal room when you’re on a really cheap budget. […] You’re having to conjure it in your mind’s eye. That’s very freeing for an actor as opposed to being restricting.”

After all, with more time to play around with than they ever had pre-acquisition, they could afford to go all in on the performances. But this freedom meant the ever-experimental Lionhead wanted to keep trying out new things, even late into Fable 2’s development.

Those creative sessions held towards the start of Fable 2’s development, where new innovations were brainstormed, never really ended. Zarifis tells me Lionhead always had “all kinds of other projects in the background”. Of course, if it wasn’t for that, we wouldn’t have had the new mechanics. But it didn’t always help.

“The release date got pushed back quite a few times, by many months each time,” says Zatifis. “From Peter [Molyneux], there was a lot of belief and support in trying these things.”

Sometimes, this meant other, smaller games entered development. “Some of it never reached commercial viability. Others did, but they weren’t so well received,” Zatifis reveals. Molyneux also touches on these pitching sessions, “We’d allow people in the studio a week or so to work on a creative pitch, and then we go to our local cinema and everyone would pitch their idea.”

This was a great way to keep the Lionhead ethos of creativity alive, something many of them embraced. Zarifis, who was also on a separate team that worked on the engine and tools used by developers, says this mindset was everywhere, even if it could get in the way much of the time.

“[It was a] team of anywhere between four to six people at any given point in time. So a tiny team, creating all the tools that made Fable possible,” he says. “And they weren’t the most stable, most finished tools most of the time, but they were good enough to ship games.

“The level designers would go, ‘Okay, I think I understand how this works’. And then we changed something – and now it’s broken. I think, even if you gave a group of Lionhead people the brief of making the simplest thing, they would still find a way to go, ‘Oh, but we could make it even cooler if we did this.’”

Part of the motivating factor here was an eagerness to please Microsoft. In fact, this desire led to the team sometimes agreeing to deadlines that weren’t actually workable, particularly later on with Fable 3. Molyneux admits that, if he could go back in time, he’d be less focused on trying to get into the big bosses‘ good books. But it wasn’t just the deadline the two sides disagreed on.

“We absolutely insisted on giving people choice in the game,” says Molyneux. “I had to fly over to Microsoft and talk to the senior management to justify gay marriage.”

In hindsight, Molyneux admits that there’s “a lot of slightly dodgy woke stuff” in Fable 2, but says it came from a place of wanting to take risks and see how far it could go. In the end, Fable 2 did indeed have gay marriage, and every NPC had their own sexuality.

But Fable 2 didn’t always get it right. One quest introduces a very mean-spirited depiction of a pantomime dame, feeding into the overall theme of men in women’s clothing either being funny, insidious, or in this case, both. For all of the freedom Lionhead wanted to give players, cross-dressing is heavily frowned upon and ridiculed in this version of Albion.

Also, despite featuring a variety of ways to customise your character, they could only ever be white. This wouldn’t be changed in Fable 3 either, limiting the freedom to play whatever kind of Hero you wanted.

“Fable is a flawed, silly gem, with a lot of heart and almost literal blood, sweat, and tears poured into it,” says Carter. “It’s also a product of its time, and is lacking in delicacy in its handling of certain themes. I don’t think these aspects can be recaptured, and would argue nor should they.”

In other areas though, the writing has withstood the test of time. The one that immediately springs to mind for so many players is the decision to kill the dog off at the very end of the story. “That was obviously on purpose,” says Backer. “We knew exactly what we were doing. For us, it was a test. If people give a shit about it, then we’ve done it right.”

It worked. In the game’s climactic scene, your dog is killed right in front of you, just before you get a chance to attack the villain yourself. The player is given the chance to make one of three wishes. The Needs of One gives you money but saves no one, The Needs of the Many, brings back all of the (human) innocents killed by the villain, and The Needs of the Few resurrects your dog.

Fans were devastated that the only way to accomplish the goal you set out to reach at the very start of the game came at the cost of your canine companion. And they let those feelings be known. “The amount of people that were upset that it was even a thing,” says Backer. “We’ve generally had people say, ‘I just had to pause the game and leave for a few days because the emotion just killed me’. And I was like ‘Yes!’ Because for us that means we did our job.”

Thankfully, aside from all of the ideas Lionhead was still floating around for new mechanics and different games, things were going smoothly, helped in large part by the delays. Far from the extreme crunch to make Fable, Carter remembers Fable 2’s entire development more positively, calling it an “enjoyable, productive, and healthy” experience. He praises producer Louise Murray in particular for making this a reality, and Molyneux has previously credited her with being able to reign him in when he was trying to cram more ideas into the game.

If the first Fable’s development was “trial by fire”, as Carter puts it, Fable 2 represents harmony between the old ways of doing things and the new. Midway through the transition from an ambitious little indie studio to a triple-A darling, Lionhead had the guts and the financial backing to make magic happen.

As we now know, the team would struggle to capture lightning in a bottle for a third time, but for now, the future was looking bright. Everyone was riding high. A sequel was, yet again, guaranteed, and Fable was up there with Halo as a mascot for the Xbox 360.

This wouldn’t last long. Fable 2 had launched four years after the first game, and according to Molyneux, Microsoft wasn’t willing to wait that long again. “Microsoft came back and said, ‘Brilliant job, guys. But next time, do it on time’,” he says. “Previously […] I would go to publishers and say, ‘Look, I know you’re going to tell me off and we’re going to be in your bad books, but we just need more time.”

Not this time, though. With two successes in the bag, the Xbox 360 winning the console generation, and the Kinect now a twinkle in Microsoft’s eye, Molyneux wanted in. So, almost immediately after celebrating Fable 2’s success, the team got back to work on Fable 3, and did it all over again – the story of how Fable 2’s dream development couldn’t last for the threequel will be up on TheGamer soon.