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Looking Glass Technologies began development of Ultima Underworld II in April 1992.
The team's goal was to build upon the foundation laid by the game's predecessor, Ultima Underworld: The Stygian Abyss.
For example, they sought to include a better and more complex plot, as well as superior simulation elements and " play value ".
According to project leader Doug Church, the team's " biggest advantage " was the presence of four dedicated designers ; in contrast, each member of the original game's team had assumed multiple roles.
This allowed the Ultima Underworld II team to make " multiple editing passes on the layout of each level ", with the goal of creating " interesting stuff " for players to see and do each time they explored an area.
Designer and lead writer Austin Grossman played a large role in designing the game's tomb dimension, which was based on the Dungeons & Dragons module Tomb of Horrors.
The team tried to balance the different types of characters players could create, such as by making the game's skills more useful and lowering the strength requirement for carrying items.
More puzzles and interactive elements were added to the game than had appeared in its predecessor, and the overall size of the game world was increased to " 3 or 4 times " that of Ultima Underworld, according to Church.
However, he later stated his belief that the team lost their focus and overreached in creating the game's world, and was not able to polish it as thoroughly as they had hoped.

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