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Tour of Chicago Pt. 5: Midway Chicago

In the last of our tour of Chicago area game studios series, we speak to Midway Chicago's Scot Bayless about the studio's unique team structure, past adventures, its approach to the DS and Wii, and, of course, Ed Boon.

December 27, 2006

25 Min Read

Author: by N. Evan Van Zelfden

Chicago is known for its famous hotdogs, and, ever popular with the tourists, locals know where to find the authentic version. In the middle of the city, there’s one such place, and it borders on West Roscoe, the world headquarters of game publisher Midway, possibly the only publisher to have a loading-dock as a prominent part of the corporate HQ’s architecture.

That dock remains from when Midway was a part of Williams Electronics – the latter still located on the same block, but now a separate company – and stands as a symbol that this publicly traded company has the hard-working, Midwestern-roots typical of Chicago developers.

On the right side of the street is the company parking lot, and a second building – two buildings, really, which have had extensive changes as Midway itself has grown and changed. This is where Midway Studios Chicago develops games.

Gamasutra took the opportunity to sit down studio head Scot Bayless to talk about developing for the Wii, what teams are like inside Midway Chicago, past adventures, future strategies, and, of course, Ed Boon.

To Be Honest

“I never would have expected to be in Chicago,” says Bayless. “I’m a California boy. I’ve been in California for a long, long time. I never anticipated being here.”

Bayless recalls just how he got here. He started getting pings from someone representing Midway, who was looking for someone to fill the position, but “to be honest, I had sort of discounted Midway as anybody that I was going to be talking to,” he said. Bayless continued getting pings, but would reply saying he was busy and didn’t want to talk right now.


Finally the contact said, “You know what, David [Zucker, CEO of Midway] is going to be on the West Coast for an investor’s conference. Why don’t you guys just have breakfast?” Bayless agreed – breakfast couldn’t hurt.

Bayless went into the conversation as curious as anything else. “I sat down with David and said, ‘look I’m going to ask you a bunch of blunt, rude questions. I hope you don’t take it personally.’ And he said, ‘no bring it.’ And so I started asking blunt, rude questions.”

“And I got a bunch of really good answers,” says Bayless, “and that’s what lead to further conversations, and eventually wound up with me sitting here in Chicago.”

One of the things that tipped the scales was Zucker espousing the long term view of game development. “Midway, I think, is genuinely undergoing a transformation. Those don’t happen very often. Sometimes they’re kind of scary, but they’re usually pretty fun rides.”

The Road to Here

Scot Bayless started making games in 1987. “It was purely a passion thing,” he recalls. He was then in the defense business, where he could have stayed, though he was a gamer at heart. “I was so bad that for a while I used to buy stuff from SSI before it even got on the shelf. [laughs] I was a real geek.”

But one day, he got a call from his brother, then working at SSI. Did Scot want to do some work on the side? Bayless accepted an Amiga-to-PC port, then joining SSI full-time to complete Pool of Radiance and later Curse of the Azure Bonds.

Bayless then had the opportunity to head up Accolade’s Tools and Technology group. Accolade was conflicted about needing a Tools and Tech group, and Bayless left for Spectrum Holobyte to run Falcon 3.0.

He then worked for SEGA, during “the halcyon days, when SEGA was making absurd amounts of money, and we were all having a lot of fun.” Bayless was involved in the North American launch of “all those failed platforms. I take no responsibility for any of that,” he jokes. “But we did work really hard to make them succeed.”

Studio head Scot Bayless has an impressive resume.
Prior to joining Midway in 2004 he held executive positions as EA and Microsoft.

Bayless then went to a little start-up called Eidetic, the studio that made Syphon Filter, and recalls a time when the company went through a cash-crunch. “We found ourselves with one project, and two project’s worth of people. Since I had a lot less skin in that game than my partners,” Bayless continues, “I volunteered to leave my money in the company, and go find something else to do,” in order to cut head-count. Bayless kept his money in Eidetic right up to the point Sony bought it.

After Eidetic, he moved on to work at Dynamix. “I had a great time working at Dynamix,” he said. Sierra bought Dynamix right about the time Bayless arrived. Not long after, “There was that sale to CUC, which became Cendant.

“The guy that was running Cendant Software wanted me to open a studio in the Bay Area,” Bayless recalls, “so I packed up my family, moved to the Bay Area, and set up shop, I had a team going and another team lining up” – that was when he got a phone call. “Basically, they said, ‘hey, we just got caught cooking the books. So, we’re out of money. You can come back to Oregon, if you want.’”

Instead, Bayless began talking to EA, when a friend in the recruiting side of the industry telephoned, saying, “I’ve got something really cool to talk to you about.” Since Bayless was looking, he asked. “Okay, you’ve got to promise not to laugh,” the friend said. “What?” Bayless asked. “It’s Microsoft,” the friend replied. “And I laughed,” Bayless recalls. “I did.”

After talking to them, though, Bayless started in Dean Lester’s game group, eventually heading the studio to ship Microsoft Flight Simulator 2000 and 2002. At the request of Ed Fries, Bayless started a new studio aimed at Xbox titles, shipping Crimson Skies. He would then take over some of the troubled developer relationships, including Oddworld, Relic, and Bungie.

“Despite Alex’s reputation for being chaotic and way too blunt,” Bayless notes about Bungie’s Alexander Seropian, who now runs Chicago studio WideLoad, “I really enjoyed working with him.”

Bayless was at Microsoft when he got a phone call from a friend at EA, saying he should come to work there. “Long story short, I went to EA.” Ultimately, it was a disappointment for Bayless. “Not because EA is a bad company. Some of the most brilliant, brilliant people I’ve ever worked with were at EA. It’s a hugely powerful, important company in this business. But they were trying to find out what they wanted to be.” Bayless was recruited to start new IP, “and that got me excited. That’s why I’m in this business.” After two weeks, he was put in charge of the James Bond franchise. “At that point, I realized we probably weren’t going to stay together.”

“It’s more about me than it is about EA,” Bayless concludes.

The Heart of Midway

Bayless describes Midway’s Chicago studios as the heart of the company’s product development, “for a long, long time,” he says. “There are roots at this place that go all the way back to the beginning of time at Midway.” The building itself used to be the manufacturing facility. “If you walk around this rat maze, this was all stuff put up by Neil Nicastro when they stopped making cabinets and silk-screening them and building circuit-boards, and started actually making software.”

That has a big impact on the DNA of the studio, notes Bayless. “We have guys here who’ve been in the business a long time. Their entry into the business was by way of coin-op. And that really has a strong influence on how you think about the games you make.”

Bayless observes that those roots impact the studio’s grasp of kinesthetics, “which, across the industry now, is kind of hot issue.” The linkage between how someone moves and how it feels is quite important and powerful, and Bayless believes it far too often doesn’t get enough attention.

Most people lack a fundamental command of that linkage, though Bayless has found a few studios that really understand touch. “There are guys here who really understand touch,” he adds. “It’s because they had to hook people on a thirty-second cycle. It became part of the DNA of the studio because of coin-op.”

Bayless can argue that it cuts both ways. If you’re good at capturing player’s attention in the first minute, it puts you at risk of thinking of games in one way that can preclude certain kinds of depth that you might find elsewhere in the industry.

Part of what Bayless has been trying to do is help foster some of that other thinking, while capitalizing on and continuing to respect that command of kinesthetics. “One of the things I’m a huge believer in is focusing on playing to your strengths.”

On (White) Board

One of the exercises Bayless has been going through with his staff is shifting thinking, asking: ‘What is the Chicago Studio, and what are we trying to be?’ There is a large white board on the wall in his office, and it’s covered with brainwaves.

Midway is known for M-rated IP. “It has been. There’s been sort of a change in thinking,” says Bayless. It’s not really about being M-rated, it’s about irreverence. “When you really drill down to the DNA of the studio, and you really drill down into Midway’s titles: that’s actually what it is. It’s about being a smartass.”

Bayless also tends to subscribe to author Jim Collins’ point of view. Part of the ‘Good to Great’ philosophy is that: Great companies don’t necessarily spring from the mind of one man. “So while I have plenty of passion, desire, wisdom to impart, I’m not the guy that’s gonna make us great. It’s all these guys out here.”

“So what I’m looking for is patterns,” continues Bayless – the things in the studio that are intrinsic to who they are and how they behave. He’s looking to make the studio great at what they’re already good at. “When I look around the studio, what I see is physical gameplay. We’ve got the guy here who invented NBA Jam. We’ve got the guy here who invented Mortal Kombat. The guy who invented SpyHunter. And it’s not just those guys, it’s a whole bunch of other people who have worked with them or absorbed the same kind of things in the way they think. And to me, that represents tremendous opportunity.”

“That’s not to say we’re going to make games that are all about physical gameplay,” Bayless notes. But, if there’s a thing he really wants the studio to focus on, it’s going to be capitalizing on that and leveraging that into their own form of innovation.

To Each His Own

One thing Bayless has further noticed about his studio is that the cultures of the various teams are quite unique. Each team has a distinct ethos. Bayless attempts to feed that uniqueness, and make sure each team is successful.

“We have four teams in the building right now,” says Bayless. “And we’re starting to do more work with folks on the outside.” He agrees with something former comrade Alexander Seropian identified some time ago. Given the way technology has progressed, and the ability of people to move bits around the planet very quickly, being physically co-located is not quite as important as is used to be.

So what does that mean? “That means we are starting to spend more of our brain-power looking at working with people on the outside,” explains Bayless. “While keeping a cadre of really talented people here, driving the creative, driving the technology, making sure the right things happen, but working with people all over the planet.”


Midway Chicago has already done some of that with Stranglehold, and will likely do more in future, but the four internal teams each have a distinct personality. “If you look at the Mortal Kombat team,” Bayless begins. “Those guys are as close to the Navy SEALs as I’ve ever seen. They’re ruthless with themselves. Utterly focused on getting to the thing they want. They’re highly selective about who gets to come in, but they’re utterly loyal once you are. All those things work together to make them kind of insular, but also really good at what they do.

Bayless noted a transformation that the Mortal Kombat team is undergoing. “It has to do with the fact that, I think, Ed [Boon] has been tightening his focus on the things he believes are essential.” There is a kind of free-form arrangement of people around Boon. “We’ve got really talented producers, really talented art directors, we’ve got really talented technology guys. But they tend to be very agile about how they move around from thing to thing. They’ve got a lot of stuff going on. They’ve got Armageddon going on, we’re working on some next generation stuff, we’ve been involved in some PSP work with people on the outside. We’ve got all this stuff going on. And they’re multiplexing through all those things.”

Bayless sees the Stranglehold team as much more democratically arranged. Executive producer Brian Eddy runs his team as sort of a consensus organization. There is soliciting of input from people at all levels of the organization. “He wants to hear what people have to say. And yet they’re utterly focused on a single thing.”

The action-sports teams are radically different from each other. In one case, executive producer Mike Bilder is running the Blitz team. Bayles describes Bilder as having “positioned himself away from the epicenter of the creative. And he has other people who are driving those things on behalf of the team. He focuses a lot of his attention on making sure that things get done in the right way at the right time.”

On the other hand, with the NBA Ballers team, George Gomez and Mark Turmell are sitting right in the middle of the creative. “Every team is a little bit different, concludes Bayless. “And that’s part of what makes it interesting.”

Studio Inside a Studio

The Mortal Kombat team is like a studio itself. Bayless explains that Midway is reaching the point where key franchises are taking on the aspect of being a full franchise, not just a single title in development. “I think for a while, Ed was sort of uncomfortable with that. Because his history has always been, ‘I do this, and when I’m done, I do that.’” Bayless describers a time when Boon intimated, “Gee, guys, I’m not sure I can do all this at the same time.”

However, Boon found that his best team members have been able to step into roles or places where Boon might have taken responsibility for a certain thing before. “And it frees him up to drill down on the creative.” Now, Boon’s time is focus on two major efforts. “One is driving the creative, proactively. ‘Here’s what we should do.’ And the other one is that iteration, which is hugely important.”

“I think Ed rightly recognizes that the best work happens when you take the time to do that iteration,” say Bayless, “Where you sit there, and touch it, and smell it, and polish it, and you keep doing it until you get it right.” Bayless doesn’t think Boon will ever let go of that, adding, “That’s what he does, and that’s where some of the magic comes from.”

The Studio Itself

Midway Chicago is just across the street from corporate headquarters. “One of the things I loved about working at Microsoft,” recalls Bayless, “Is this culture of ‘you say what you think.’ You go in the conference room, you bang your shoe on the table, throw things at the wall, and when you’re done, you all walk out friends.”

“That actually works here, too,” he says of Midway. “It’s really invigorating. No one freaks out. We just get it on the table, and hack at it. And we come up with some pretty good answers. And I think that infuses the studio as well.”

That’s why there is a lot of cross-talk between the studio and corporate. “There’s a lot of walking across the street and having conversations,” Bayless says, adding: “It’s sort of a geographical accident that any time there’s a VIP that David is spending time with, he usually brings them over here. And we grab Brian and bring out the Stranglehold team, and show ‘em cool stuff. Or get Ed and show them Mortal Kombat stuff.”

People have the feeling that Midway Chicago is the flagship developer. That’s inevitable right now, says Bayless. There is a good chance that the further into the next generation, more attention will focus on the other studios as well. “Right now, we’re the flagship. In a year, maybe we’re still the flagship, but there are some pretty big boats around us.”

In fact, it’s hard to talk about Midway Studios Chicago without talking about the other studios. There’s a great interlinking between the developers, and Bayless’ conversation is peppered with mentions of Austin, New Castle, and Seattle. And while there is camaraderie there, these studios are linked by process, best-practices, and shared assets.

The cast of Mortal Kombat: Armageddon

The Fiefdoms

“Another thing I find unique and refreshing about Midway,” says Bayless, “Is the degree to which the studio heads find themselves pulling the same direction.” He cites the company-wide shared-technology drive. “I’ve been in this business a long time. I’ve seen a whole bunch of attempts to go down this road. And I’ve seen them all crash on the rocks. A lot of it has to do with people in positions of authority saying ‘I need this,’ and somebody else saying ‘I need that,’ and never being able to find a common ground.”

What Bayless finds in contrast is that the Midway studio heads are actively seeking ways to help each other out. They hold regular conference calls. “We don’t do it because somebody told us to. We do it because we like talking to each other. We like bitching, we like spit-balling. We throw product ideas at each other. We give each other honest feedback.” And it all happens organically. “There’s not a lot of politics among the fiefdoms. We’re all genuinely interested in each other’s success.”

Bayless doesn’t know if it’s simply the people involved, or the size of the company. “Whatever it is, it works really well. It’s a lot of fun, too.” Further, they regularly run summits in every discipline. “Again, it wasn’t because David said, ‘you have do to this.’ It was because we realized it actually helped.” They have design summits, production summits, technology summits, art summits. “A lot of that now has to do with sharing best practices. Flushing out ideas that seem to be useful, and indentifying places we can share assets.”

“This has all taken a tremendous effort,” Bayless admits. “But if you want to, you can do it.”


Which next-gen platforms will Midway pursue? “We’re going after everything. And that’s not unconsidered.” Bayless says, describing the big idea: “Let’s put things where it matters, let’s put things where it makes sense. Let’s try to get in all the spaces it does make sense.”

“But to be honest, I would be skeptical about putting an M-rated, unlicensed football game on certain platforms. That platform is aimed at an audience that isn’t interested – or if they are interested, their Moms and Dads won’t let them play it.”

“The same is true of Mortal Kombat. I’m not going to be a big fan of putting it on Nintendo DS. It would be hard for me to believe that’s a good idea. It might even be able to make some money, but it’s not a great use of our time.

“Our goal is to create great IP,” Bayless concludes. “And to project that IP wherever it makes sense. So are we excited about Wii? Yeah, actually, we are. You should see the proposals that are showing up in my inbox. It’s awesome.”

Although Midway’s IP is known for being M-rated, Bayless says: “There’s some stuff we’re looking at that will absolutely be T-rated. That doesn’t mean we won’t do M-rated stuff, too. It’s more about what’s right for the title.”

“There’s this huge temptation to iterate on what you’ve got,” says Bayless in response to new IP. “There’s a mantra I’ve been using that I think resonates with people at the corporate level. That we should be ‘innovating on the inside.’” What that really boils down to, says Bayless, is if you’re going to create IP, trawling for it on the outside is probably not in your best interest for a couple reasons.

“What you do is select against your best creatives,” says Bayless, warning that such a method will lead to boredom. “We’re in the process right now of cooking two or three concepts that probably will get some traction.” Bayless reveals.

Controlling the Wii

When asked about combining the kinetic specialties of Midway Chicago with the motion-sensing Nintendo Wii controller, Bayless responded:

“My experience at the [E3] show was, this—” Bayless makes broad, sweeping arm motions “—doesn’t work. Or it works kind of marginally. What did work was this—” Bayless makes controlled, tight motions. “I think that makes a pretty big impact on how you design your game.”

“The other thing all fighters live and die on is responsiveness,” he continues. “Right now, there are some profound questions about that controller and timing. But is it interesting? Is it an interesting problem? Heck yeah!”

Mortal Kombat: Armageddon mini-game Motor Kombat

Despite a Wii version of Mortal Kombat: Armageddon announced for spring of 2007, Bayless remains generally hesistant about bringing Mortal Kombat to a platform known to draw a young audience, adding, “Is there something else we might do with Mortal Kombat that could be appropriate for that audience? Maybe. We’re actually kicking some ideas around.” Does this mean Mortal Kombat for Kids? Bayless laughs. “We can’t tell you what they are, but they’re pretty cool.”

“We actually have some very concrete plans that we’re chewing on right now,” he concludes. “And we’re pretty serious about it, and you’ll probably hear about it next year, but we just can’t talk about it – as much as I’d like to.”

The Three Things

When Bayless first arrived at Midway, he pitched procedural changes to David Zucker and Matt Booty. They agreed. The process was based on something that Bayless and Alexander Seropian had lobbied for at Microsoft. It came down to three points.

-Know what you’re making before you make it.
-Don’t commit to a date before you know what you’re making.
-And be prepared to spend some money figuring it out.

Bayless firmly believes that you should spend a million dollars to investigate a game, to see what you have, and to protect an investment of ten or twenty million. “Do we set end dates? You’re damn right we do! But what we also do is drive toward a point where we understand what we’re making. And then reassess because we have good information. Up to that point, we don’t know.”

Bayless offers another key to success. “Not to get philosophical, I think Teddy Roosevelt had it right when someone asked him, ‘to what do you attribute your success?’ And he basically said, ‘I surround myself with people that are really good, and get the hell out of the way.’ Sweet. Works for me.”

What Price Art?

The most controversial piece of the Midway development puzzle is the creation of art. Whilst videoconferencing is an accepted tool, as is the sharing of ideas, best practices, tech, and other assets, Midway plans to perfect an art asset database – a limitless number of pre-created objects, that designers can then search, and place in a game’s level.

Game designers will be able to search a virtual backlot, similar to Google Images. If you need a chair in the room you’re building out, you search for it. Once you find the chair that fits, you add the asset. The idea is to save the amount of effort that artists put into creating models, objects, and animations. With the chair example, a universal object can go in any setting.

One common concern is that such a method would lead to completely generic games, where you wander through the same worlds, filled with the same objects…that nothing will ever be unique. Midway Chicago’s technical art director disagrees. “From the case of a fire hydrant, how more special can you make a fire hydrant?”

“You think of Brad Pitt, right?” further cites Martin Murphy, who spearheaded the program. “Legends of the Fall vs. what he’s doing for Fight Club. I could take the same Brad Pitt, put him in complete wardrobe, in a completely different setting, and see him be two completely different characters.”

It’s better development process to take generic objects, characters, animations, and apply a minimal amount of redress. “That’s the goal,” explains Murphy. “Either we solve an asset problem one-hundred percent, or we reduce the amount of art we need to make, in order to reach the visual goal.”

“You can’t ever eliminate asset creation,” Murphay notes. Ideally, artists and animators will look through the database before creating new assets from scratch. “If it doesn’t exist, you’re on your own.”

A shipping crate, from E3, filled with art assets.

Murphy describes it as being just like code. “Is there something existing that we can leverage? Would we create a completely new AI system without at least looking?” While this model might reduce production costs, there’s also an important artistic reason behind it.

“We’re not restricting our concept artists from coming up with the coolest imagery possible,” says Murphy. In fact, Midway will be releasing a book – The Art of Stranglehold – and expects the lavish coffee-table volume to serve as a recruitment tool
for future artists. And if the company can eliminate the dull and boring grunt work of creating the same assets over and over, artists can concentrate on the most creative portions of game development.

Murphy concludes with a favorite example, taken from the end of the television series NYPD Blue. There are three brownstones, shown on a backlot. A series a pictures, taken from the same angle, shows the buildings in a variety redress, from a barber shop, to a crack house, to a law firm – there are 180 distinct uses for these buildings.

That is exactly what Murphy hopes the art asset database can accomplish.

The end of another day at Midway’s flagship development studio.


Midway Studios Chicago is much like Midway itself. It’s under construction, a next-gen work in progress, in the middle of a major transition. Pundits, analysts, and experts are always ready to offer opinions on the future of the publisher.

But Midway Studios Chicago is in the business of making games. How these games will turn out is, as yet, an unanswered question. But there is an indication, from a story that studio head Scot Bayless tells his employees at every opportunity.

A story that, for Bayless, sums it all up.

“I was at GDC, back in ’88.” Bayless recalls, finding himself in the lobby of the Ramada in North San Jose, “ and there’s these two couches back-to-back. And there are these two guys on the couch behind me.” Potted plants keep them from noticing Bayless. “I’m not even paying attention, but somewhere in there, I picked up on the conversation.”

One guy says, ‘God, you know man, no one seems to understand how hard we work. I’m just working all the time, it’s just killing me, my girlfriend’s pissed…’ And the other one says, ‘Yeah, nobody cares how hard we work. All they want is a great game for their fifty bucks.

Bayless’ reaction: “Ding! Write that one down, man. It’s true.” Consumers don’t care how long a game took to make, how hard it was, or how much it cost. “They give you their money, and they want something really cool in return.”

“Ultimately,” Bayless concludes, “They give you money because you made the right thing.” Further, he believes that the company’s leadership recognizes and embraces this truth. “If that’s the root of our corporate courage, then right on.”

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