Ultima Underworld Legacy
Arx Fatalis is the missing link in the immersive-sim lineage: a game that began life as an authorised sequel, shipped as an homage, and became the seed of a studio.
It was meant to be Ultima Underworld III
Colantonio founded Arkane in Lyon on 1 October 1999 with the stated goal of making a sequel to Ultima Underworld. He had the personal credentials — an EA France employee from the age of about 22, later at Infogrames — and he secured the support of Paul Neurath, one of Underworld's original developers. The rights, however, sat with EA, who would only license a sequel on terms Arkane found unacceptable. Colantonio refused and built an original world instead.
The through-line is unusually well documented because Colantonio and Harvey Smith have described it repeatedly: both cited Underworld as their favourite game of all time, and their shared enthusiasm for the Looking Glass catalogue is what made the later Dishonored partnership work across a language barrier.
What Arx inherited
| From Ultima Underworld | In Arx |
|---|---|
| First-person, real-time, continuous 3D dungeon | A vertical stack of 24 hand-built levels (World & Level Structure) |
| A dungeon as an inhabited society, not a monster closet | Goblins, ratmen, trolls and humans with factions, allegiances and grievances (Factions & Groups) |
| Talking to monsters as a legitimate verb | "Clever" NPCs with speech, chat trees and non-hostile defaults (Bestiary & Enemy Design) |
| Physical objects, food, light sources | The whole simulation layer plus cooking |
| Skills as access rather than power | Ten levels, gates that are physical or informational (Character Build) |
| Rune-based magic | Runes as found objects drawn in real time (Magic & Runes) |
What Arx changed
Gesture casting. Underworld's runes were selected from a rune bag and combined in a slot UI. Arx made you draw them with the mouse, in real time, while things approach. This is the single largest departure and the reason the game is still discussed — it converts a menu action into a performance, and it is the ancestor of every "the player physically does it" mechanic Arkane shipped afterwards.
A world with a reason to be underground. Underworld's Abyss is a place you descend into. Arx's fortress is where everyone lives, because the sun failed — so the vertical map, the light economy and the multi-species politics all fall out of one premise (World History & Lore).
Physical melee. Underworld resolved attacks with a mouse-position-driven swing and stats. Arx pushed further toward the physical — charge-and-release, four directional strike animations, enemies that dodge the swing itself — while keeping a hidden to-hit roll underneath. That unresolved half-step is Arx's central design failure, and it is precisely what the studio fixed next.
What Arx passed on
Dark Messiah of Might and Magic (2006). Ubisoft approached Arkane about applying the Arx engine to the Might and Magic licence. The first-person melee was refined and, critically, the hidden to-hit roll was removed — physical contact became authoritative, environmental kills became the signature. Arx's worst idea, corrected by the people who shipped it.
Dishonored (2012). Bethesda's Vaughn approached Arkane about the original concept partly on the strength of Arx Fatalis, and the Colantonio–Smith pairing fused Arx's first-person reactivity with Smith's stealth and non-lethal design from the Thief and Deus Ex lineage. Arx's light-as-resource stealth (Stealth & Light) gets a proper systemic treatment there — witness-gated, recoverable, legible — fixing the global-aggro ratchet that Arx never resolved.
Prey (2017) and Weird West (2022). The same thesis, iterated: give the player physical verbs and let the world answer honestly.
Why this matters for the analysis
Reading Arx as a first attempt rather than a finished statement explains its shape. Nearly every tension catalogued in Tensions & Lessons is a place where the manual layer inherited from Looking Glass collides with the statistical layer inherited from the RPG tradition — and in every later Arkane game, the manual layer wins the argument. Arx is the game where you can watch the decision being made.
Sourcing
Studio history, the EA licence refusal and Neurath's support are from Wikipedia's Arkane Studios and Arx Fatalis entries; the Colantonio and Smith statements are from the Game Informer Dishonored directors' interview (2011) and PC Gamer (2026). The comparative design claims about Underworld itself are my analysis, not developer statements — Arx's side is source-verified throughout this vault, Underworld's is from general knowledge and has not been re-verified against that game.