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The Bureau: XCOM Declassified is a science-fiction tactical Third-Person Shooter game released in 2013 on PC, PlayStation 3 and Xbox 360, developed by 2K Marin and 2K Australia, and published by 2K Games. It is based on the turn-based strategy series of the same name.

Before being released in this form, the game was initially planned to be a First-Person Shooter with horror elements. Its development was very chaotic and spanned approximately for 7 years, with various changes of responsabilities and developers, alongside communication issues.

The development story of The Bureau: XCOM Declassified was shared in August 2013 by Polygon. It began in 2005 when 2K Games/Take-Two Interactive acquired the licence from Atari which was in financial trouble. The following year, the publisher bought Irrational Games which operated in 2 studios, the main office in Boston, Massachusetts, and its subsidiary in Canberra, Australia. Both companies were tasked to work on a new X-COM game and started some different pitches:

In 2005, Take-Two purchased the rights to sci-fi strategy franchise X-COM from Atari. In retrospect, its motive was obvious. The publisher was in the midst of acquiring an enormous amount of talent, and wanted an established video game franchise that could be pushed immediately into development. Following their acquisition by Take-Two in 2006, Irrational Games and sister-studio Irrational Games Australia were renamed 2K Boston (we’ll continue to call it Irrational for clarity, since it switched back to its original name later) and 2K Australia.

Both studios quickly began conceptualizing X-COM games. At this point, Irrational was still a year away from releasing BioShock, which would rocket the studio and 2K Games to mainstream relevance. Irrational team members liked the idea of a second project, and Ken Levine was an outspoken fan of the original X-COM games. A small group crafted a handful of pitches. One of the earliest pitches, claims a source, was a loyal sequel to the classic X-COM games. The engine Irrational used to power its tactical superhero game Freedom Force seemed like a perfect fit for X-COM’s tactical strategy design. However, that concept was scrapped early on for an X-COM first-person shooter.

But translating the storied strategy franchise into a new genre proved difficult. Concepts were created in rapid succession, most of which never made it past the storyboard phase. Ownership of the project bounced back and forth between the Boston and Australia offices as both teams struggled to find a way forward. The pitches shared some similar elements, like the theme of resistance. One pitch imagined Earth post-invasion and full of resistance fighters. The intention was to create scenarios in which humans were outclassed, outmatched and outsized. A source describes one storyboard pitch in which a hero — who resembled Foo Fighters lead singer Dave Grohl — placed boom boxes on plinths in a city square, inspiring humans to rise up against their alien overlords.

In another pitch, which developed into a full demo, the player escaped a commandeered an alien vessel by selecting a location on Earth and transitioning from the ship, through the cloud and onto the ground. In a later scene, the player climbed the back of a giant alien, searching for a way to kill it. This demo was, according to a source, “E3 ready.” Most of the single-player pitches came from Irrational. 2K Australia, meanwhile, focused on creating a multiplayer mode. One demonstration involved asymmetrical team-based multiplayer, with one side playing as humans and the other as aliens. The mode, according to one source, was similar to the Aliens vs. Predator series, with the various races having unique abilities and weapons.

In 2007, following the advancement of BioShock’s development, Irrational Games took the decision to fully focus on that project, leaving 2K Australia as the sole developer of the new X-COM game. The multiplayer mode planned by them was dropped in favor of a single-player campaign. However, later in that year, 2K Games decided to put 2K Australia as a support developer for 2K’s other subsidiaries. For more than 2 years, between the release of the first BioShock and the release of its sequel in February 2010, the X-COM project wasn’t a priority:

By 2007, BioShock had taken shape. Seeing BioShock’s potential, Irrational head Ken Levine decided the studio wouldn’t continue development of an X-COM game, and the project transferred fully to 2K Australia. The multiplayer prototype was scrapped, and 2K Australia began work on a single-player campaign. Though, according to a source, team members at 2K Australia chose to build off one of Irrational’s final concepts: a first-person shooter set in the 1950s in which humanity is woefully under-equipped to fight an invading alien menace. The rest of the game — the story, the mechanics, the point — would be revised.

From late 2007 to early 2010, 2K Australia was tasked by the publisher to act as the developer equivalent of the supportive best friend to the publisher’s other studios. First it helped Irrational finish BioShock, then contributed to the game’s PlayStation 3 port. In 2007, a handful of high-level employees left Irrational to found a California-based studio called 2K Marin, which was built initially to create BioShock 2 and become a premier studio within 2K Games, producing a new IP of its own. 2K Marin needed help, though, so 2K Australia supported the development of BioShock 2 until its release in early 2010.

For three years, alongside this work, a small group within 2K Australia continued work on X-COM, but finding time and resources was a chore. Progress slowed. With BioShock 2 finally out the door, the team looked ahead to finishing X-COM and establishing 2K Australia as leading triple-A studio. 2010 should have been a great year for 2K Australia. With BioShock 2 shipped, the studio finally had its chance to lead a game, and escape this unexpected de facto helper role.

Some people at the publisher side of 2K believed 2K Australia had had a good deal of time — three years by their count — to nurture the X-COM pitch. They were pleased with the initial concept — even though, one source claims, the original vertical slice had been built by a skeleton crew. They named their pitch “X-COM: Enemy Unknown.” The creative leads at 2K Australia wanted the game to be mysterious, and hoped to create a first-person shooter that elicited fear and confusion. The subtitle, Enemy Unknown, wasn’t just a play off the original X-COM’s European title, which was also Enemy Unknown. It was more like an explicit mission statement: You could see the enemy; you could fight the enemy; but you could never truly know the enemy.

The elevator pitch was essentially the original X-COM meets The X-Files, set in the 1950s to 1960s. The time period — something close to it, at least — would survive years of revisions. Practically everything else would not. As a government officer, the player had neither the weapons nor the technology to fight the futuristic aliens that were invading Earth. But they did have a handy camera. The core mechanics of the game were researching and running, with a splash of shooting. The player’s most important skill was photography.

The pitch was, in some ways, strikingly similar to those of the original X-COM games, despite being first-person. The player would select missions from a number of locations on a map. While the general construction of a stage would remain the same each playthrough — the streets and homes of a suburb would be static, for example — certain aspects of the missions would be procedurally generated. So the enemies you encountered, the location of valuable information, the entrances to rooms, the time of day and the mission goal would be a different combination each time, allowing the player to freshly experience the same stage multiple times.

The other half of the pitch focused on the X-COM base. After collecting information, the player would return to an appropriately retro 1950s military base. Here, the player would complete research goals and devise strategies for future missions. The art direction was abstract. Aliens would be wisps of air, globs of goo or puffs of clouds. The first enemy was the titan, the large obelisk that would later be the iconic centerpiece of the game’s marketing materials.

Character 3D model named ‘Rebel Girl’, owned by Irrational Games. Might be from the 2006-2007 iteration.

As it was pointed out by Polygon, following the release of BioShock 2, a large part of 2K Marin was brought in to help 2K Australia developing X-COM. While the single-player campaign was still the focus of 2K Australia, 2K Marin began creating a brand new multiplayer mode for the game, this time similar to Left 4 Dead games. However, communication issues started to surface, as both developers were located on different continents:

Following the release of BioShock 2, 2K Marin’s staff was divided into three groups. The first was a small, multi-discipline team assigned to BioShock 2’s downloadable content. The second consisted of five of the studio’s senior employees who would conceptualize and pitch a new IP for Marin to begin following X-COM’s completion. The final group, which consisted of most of the studio, was assigned to X-COM. To alleviate communication issues between two continents, the publisher assigned 2K Marin to multiplayer responsibilities, while 2K Australia continued work on single-player, (…)

The work seemed doable, according to multiple sources, if not ideal. The division of labor resembled something akin to a outsourcing, and Marin was too large and responsible for too much to have minimal creative input. Marin spent the first few months developing multiplayer designs, building a framework and modifying 2K Australia’s single-player engine to run multiplayer settings. The earliest multiplayer prototype was a survival game in which four players worked to reach a certain point on a map. It resembled Left 4 Dead, complete with an artificial intelligence director deciding when and how to spawn enemies.

Meanwhile the relationship between 2K Marin and 2K Australia remained creatively and structurally confusing, further troubled by the difficulty of simply scheduling a daily conference call across an 18-hour time difference. Most communication took place between the mid-level producers at both studios, who would pass along task lists from Australia to Marin. Team members at 2K Marin felt they didn’t have a direct line of communication back to 2K Australia for when they had questions or alternative ideas. Both sides craved the simple ability to sit in a room with co-workers and hash things out.

XCOM was officially revealed in April 2010 by 2K Games. The same day, decision to merge 2K Australia into 2K Marin was made. This wasn’t well received by many members of both studios for different reasons, and, above all, the communication issue between them was still there. Quickly, it was all clear that the single-player mode and the multiplayer mode wouldn’t reach the alpha state milestone scheduled for November 2010, and 2K wanted a public presentation for E3 2010. Again, the multiplayer mode was scrapped, and 2K Marin had to help 2K Australia for the single-player campaign:

On April 14, 2010, the publisher merged 2K Marin and 2K Australia under the single banner of 2K Marin. It’s unclear whether or not this was an intentional play to artificially bond the two studios. Whatever the case, the name change was not well received by many members of both studios. Australia felt it was losing its identity. Marin felt that it was absorbing a team of developers it hardly knew. The press release quaintly referred to the two as “sister studios.” On the very same day, 2K announced XCOM to the public.

In the press release, the game was simply called XCOM. No hyphen. No subtitle. The words “Enemy Unknown” were abandoned, though the press release emphasized the “unknowable” theme of 2K Australia’s original pitch, mentioning the player’s “frailty — against a foe beyond comprehension.” The press released described XCOM as a “Mystery-filled first-person shooter from the creators of BioShock 2,” which wasn’t entirely true. 2K representatives clarified that the game was being led by the the Australian division, referred to by this wordy label: “the Canberra, Australia arm of 2K Marin.”

Renaming the studios didn’t fix their problems. The team in Marin continued to receive instructions via task lists from Australia, and resentment began to build within both studios. Marin wanted more creative input — its name was now on the project. Australian wanted its chance to lead a project — even if it was now the “wing” of another studio. The name didn’t fix the the studios’ biggest problem: a fruitful line of communication wasn’t coalescing.

By May, it was clear that Marin’s multiplayer and Australia’s single-player would not meet the alpha milestone scheduled for November 2010. 2K chose to scrap the multiplayer and assign Marin to help Australia complete the single-player campaign. The two developers, separated by half a world, had barely a month left before XCOM’s scheduled first public presentation at E3 2010.

Subsequently, the tasks were shared with 2K Marin in charge of mission design, and 2K Australia the strategy layer base. But some struggles were still there, especially for 2K Marin’s programming and animation departments, which were unable to properly execute 2K Australia’s vision regarding the enemies. On the other hand, communication improved a lot, but, slowly, 2K Marin started to have more and more influence on the design:

To maintain a degree of compartmentalization and prevent communication issues, 2K Marin was assigned “Field Ops,” the first-person missions, while 2K Australia worked on the strategy layer of the XCOM base. Though designing the base was 2K Australia’s priority, the studio’s leads also directed the design for field ops, being developed by Marin. This, according to many sources, caused a good deal of creative tension.

2K Marin’s various departments struggled to execute on Australia’s direction of mysterious levels and unknowable enemies. Sources say the themes were difficult to express in moment-to-moment gameplay. Animators struggled with telegraphing the attacks of the amorphous goo enemies, and programmers failed to express how the enemy or the player took damage. Despite the game being labeled a first-person shooter, its core mechanic was research, via taking photographing evidence and retrieving information. The goal of a mission was typically to keep an enemy alive, and extract research from it. But because most enemies lacked faces, artist and programmers labored over ways to express the direction a character looked and whether or not the player was in its line of sight. This made the stealth nature of research missions particularly difficult. The very simplest mechanics of most games — like knowing whether the enemy was looking at the player — were made difficult by the too-alien nature of Australia’s enemies.

If the project wanted to progress, problems needed to be worked out face to face, person to person. So the leads at both studios agreed to make it happen. To ease the tension and clear the lines of discussion, the two studios began swapping small groups of employees, sending developers on the nearly 12-hour journey across the Pacific Ocean from one location to the other, for weeks and months at a time. It sort of worked. According to many sources, communication gradually improved, but the building frustrations had taken a toll. An exodus of employees had already begun. With communication improving, 2K Marin slowly influenced the creative direction of the project. Leading up to E3 2010, the studios began to focus on research and upgrading abilities within XCOM, and decreased the emphasis on strange, mysterious encounters. The design was changing.

A vertical slice of the game was ready and showed behind closed doors at E3 2010. Reactions from the media were very mixed, as many had difficulties to understand why this new entry was a First-Person Shooter, instead of a turn-based strategy game. Many previews based on this presentation were written. For its part, Joystiq concluded:

While there are still some unanswered questions — 2K Marin wouldn’t say whether or not you can issue squad commands, for one — I walked away from the demonstration fairly impressed. At the very least, 2K Marin has nailed the feeling of the old X-COM games, especially the feeling of otherworldly fear during missions. If the research progression manages to be as addicting as it was in the originals, XCOM just might surprise some die-hard fans. It certainly surprised me.

But after E3, troubles occured following the departures of two key members of 2K Australia, prompting, again, 2K Marin to gain more influence in the design department. Also, concerns were still present for the enemies design, which was responsible of many gameplay’s problems, and the decision to reboot the project was taken. Several pitches and prototypes for new features were made by 2K Marin:

In late 2010, 2K Australia was rocked by the high-level departures of Art Director Andrew James and Design Director Ed Orman. 2K Marin plunged into the leadership void, quickly taking on additional creative responsibilities. Members of Marin had already been promoted to senior roles, even before the departures, so they were easily slotted into the updated org chart.

There was internal concern amongst leads at both studios and the publishing side of 2K that XCOM would not be completable if it continued down the path of “mysterious” enemies and a research-based mission structure. The project underwent a small reboot. The leads wanted to protect much of the work that had already been done on the game. The hope was to find something that would improve XCOM, and allow it to ship sooner, rather than later. The overall structure would remain the same, but the in-level experience would change.

During the reboot phase, the game’s leads at 2K Marin wanted to establish whether the backbone of the game would be shooting or stealth. Members of the various departments within Marin began rapidly creating pitches and prototypes for supplemental features, pushing again for familiar, readable tropes from other games. Some of these included a Splinter Cell-like mechanic where enemies saw the player’s last known position. Another prototype resembled a traditional third-person shooter. At one point, a suspicion system was in the game, in which the player’s unusual behavior would alert the aliens, a la Invasion of the Body Snatchers.

Around this same time, the designers decided to give the player control of the two squad mates, an option that hadn’t been available in the 2010 builds. Control of squad mates was initially limited, but made the game more strategic, and inspired some team members to pitch the shift from first-person to third-person, allowing the player to see more of the battlefield. The ideas would be grafted onto the current build to, ideally, strengthen what was already there. One source describes this iteration of XCOM as “a victim of its own timeline,” stuck with systems and tools that had been chosen years earlier. Intentionally or not, the groundwork was being laid for a larger reboot.

2011 wasn’t getting better for 2K Marin and the game. First with the cancellation of their new I.P. in order to refocus resources on XCOM, then with new changes for the title: story, level design and enemies. 2K Marin became the lead developer instead of 2K Australia:

The Marin directors who had been working on the new IP were gradually put on XCOM, and the new IP was canceled, further damaging the morale of the team at Marin. One source claims many employees had taken jobs with the studio on under the impression BioShock 2 would be followed by the new IP and the studio would become one of 2K Games’ premier developers. XCOM had been seen, at first, merely as a small, quick support job for 2K Marin. Suddenly, the new IP was gone and the team was stuck in what was beginning to feel like a development quagmire. Some at 2K Marin felt as if they’d inherited another studio’s problems.

Whether or not XCOM would be released seemed, briefly, inconsequential. The purpose of 2K Marin had changed. It wasn’t to be 2K’s new premier studio which would — alongside Irrational and Firaxis — produce high-budget games based on its own IP. Instead 2K Marin had become something else: a clean-up team.

Jordan Thomas, who served as the studio’s creative director, became the narrative lead and overhauled XCOM’s story. The previous version hinted at American civil rights issues in the late ‘50s and ‘60s. Thomas brought these story details into the main storyline, and moved the story to the year 1962 to play off global Cold War paranoia.

To streamline the development, the game was restructured as a linear sequence of levels — casting the randomized level sets to the wind. Furthermore, humanoid enemies were introduced to the cast of villains, with the previous mysterious enemies taking supplemental roles. 2K Marin was becoming the lead studio.

In the spring of 2011, 2K Games approved that 2K Marin was going to do a totally new demo for the next E3, instead of working on the current version, which displeased some senior employees. That demo was made in 10 weeks, but it wasn’t enough for 2K Marin to implement every new features they wanted to make. The pitch initially made by 2K Australia was discarded:

Multiple sources claim senior level employees at 2K Marin weren’t happy with the state of the game leading into E3. One source describes the early 2011 build as a hodgepodge of previous iterations. In the spring of 2011, senior team members asked 2K for permission to put the current version aside and instead spend the 10 weeks leading to E3 constructing a demo for the game the team wanted to make. This was a chance for a fresh start — or something like it.

According to one source, the publishing side of 2K was supportive. With the random levels and detective mode of 2K Australia’s pitch removed, the current version of XCOM lacked a hook that elevated it above a generic first-person shooter. The source claims that 2K executives were and still are vocal about releasing high-scoring games and believed more time might produce a better final product. In theory, the task was comparably straightforward: switch the perspective and add some new powers and alien abilities. The art assets could be salvaged. The game could be saved.

For the demo, the senior team members wanted to add a third-person perspective and expand squad control, but neither fit the current build of the game. There wasn’t enough time to make the entire demo run in third-person, so for a second time 2K presented XCOM at E3 as a first-person shooter — despite the fact that the 2K Marin team knew the game would ultimately use the third-person perspective. In the demo, a first-person character directed squad-mates by shifting to a third-person perspective — the shift to a paused third-person meant they didn’t have to animate the lead character just yet.

The press reacted favorably to the demo, more so than it had the year prior during the behind-closed-doors presentation. Typically, a game’s E3 appearance is followed by a slow-drip of publicity, including screenshots, trailers, developer diaries and interviews, but the XCOM project had been totally silent. Jordan Thomas explained by saying, “We just felt it wasn’t X-COM enough.” 2K announced the game’s release date: March 6, 2012, less than a year away. XCOM had been scheduled to launch against Mass Effect 3, possibly the biggest sci-fi game of the generation.

After E3, the start of what would become The Bureau: XCOM Declassified began within both studios. Cleared once and for all of the communication issues, those two teams decided to definitely pivot on a Third-Person tactical shooter, instead of a horror First-Person Shooter. But this pivot caused additional delays in the development since a large part of the game had to be redesigned:

The E3 2011 demo served as the template for the revision of XCOM as a tactical third-person shooter. Beginning with the creation of the E3 demo, both studios felt there was a clearer sense of creative direction. It was the most collaborative year, according to one source, with many more employees shuttling back and forth between the Marin and Australia offices.

According to one source, Thomas decided XCOM would be a bridge between the Firaxis game and the original series. The gameplay would pivot on the third-person tactical shooter genre, making a clear and definitive cut from the stealthy, horror style of the original pitch. The team even contracted a voice cast, recording the script in 2011. (According to another source, most of those roles would be recast over the next year.) But even with the improved work environment and creative guidance, development was taking longer than expected — particularly because the switch to the tactical genre required many environments to be completely redesigned.

The rest of the story no longer concerns those scrapped versions of XCOM. Sadly, further development of The Bureau: XCOM Declassified didn’t went well as 2K Games was the target of everything that went wrong during 5 years of development from this point on, alongside losing money in this still-not-released title. In order to solve some problems, they decided, in October 2011, to entirely remove 2K Australia from the game, and many higher-ups of 2K Marin changed responsabilities and roles, especially Jordan Thomas, who left the project and joined Ken Levine on BioShock Infinite. After some additional setbacks, The Bureau: XCOM Declassified was released in August 2013 and got mixed reviews by the press.

XCOM wasn’t the first failed attempt at taking risks for the franchise. Years prior, another canceled hybrid First-Person Shooter/strategy game named X-COM: Alliance was on the way and suffered of 7 years of development before being canceled in 2002, not without having to change publishers and developers many times.

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