THE MAKING OF FALLOUT 3
Edge UK
|February 2026
How Bethesda reimagined the world of Fallout - and became a new studio in the process
Morrowind was a big hit.
Oblivion had just scooped half a dozen Best In Show awards at E3. But in 2005, when a comparatively smaller and unproven Bethesda Game Studios started ramping up production on Fallout 3, a lot of fans were still unhappy. The success of The Elder Scrolls games, it turns out, was becoming a curse. "There was a section of the Fallout fandom that felt that a team famous for making elves and fantasy games should not be touching this series," recalls Angela Browder, who at the time had just joined Bethesda as an associate art producer. "It was surprising to us how much hate we got. They were not very happy that we had bought this licence."
Emil Pagliarulo would serve as Fallout 3's lead designer. For him, Bethesda's decision to purchase the rights to Interplay's acclaimed RPG series had been a "no-brainer", and represented an ideal match between a game that needed a new direction and a developer keen to diversify its output. "I remember talking to [Bethesda chief] Todd Howard," Pagliarulo says, "and he asked me, 'What do you think about this?' And it was like, 'Come on. It's Fallout."
But even ignoring the naysayers ("I wasn't concerned about what the haters might have thought," Browder says. "When a group of people have already decided that you're going to fail, it's actually freeing to some degree"), Bethesda still had a lot to prove. The studio hadn't made a shooter, or indeed any game with gun combat, since Terminator: Future Shock in 1995. It also didn't have the number of staff or anything like the reputation it does today. By 2010, when it was making Skyrim, Bethesda would have the entire second floor of its Maryland-based office building all to itself - but Fallout 3 was made in the basement. "I think Fallout 3 was the first time we experimented with having level designers," Pagliarulo remembers.
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