When Disney bought ABC in 1996, the $19 billion acquisition included OverTime Sports, the studio responsible for bringing ABC Monday Night Football and college football to video games. Only two years later, OverTime Sports was shuttered as Disney sought to exit the video game business.

On that day, former OverTime Sports executive producer Doug Whatley and his father-in-law, corporate training executive Joe Biglin, cofounded BreakAway Games, bringing along nine of Whatley’s colleagues. At the time, Whatley’s goal was to build a small, independent studio focused on sports games. In the intervening years, BreakAway abandoned entertainment.

Working with government agencies, from the United States Department of Education to the Intelligence Community, and major corporations and universities, BreakAway has become a leading developer of serious games that help people learn skills that save lives, successfully respond to natural disasters and terrorist attacks, and lead social change.

Ramsay: I understand you’ve been in the industry awhile.

Whatley: Here’s a quick background. I did some shareware games on my own long, long ago in the early and middle 1980s. And that got me a job working at what became America Online, which was Quantum Computer Corporation back then. I came in to do games, and worked with them on a few initial pilot projects. It just so happened that they had to do a PC version of their online service, and I knew how to program a PC, so I ended up as the lead on America Online software.

I took a job at MicroProse in 1989 and moved up to Baltimore. I worked at MicroProse for seven or eight years, and I ended up as the producer of the sports division. MicroProse did a joint venture with ABC Sports, and I moved over to head up all of the technology for the joint venture. Halfway through the joint venture, ABC Sports bought out MicroProse’s part, so one day, we were suddenly working for ABC instead of MicroProse.

A year after that, Disney bought ABC, so I was then suddenly working for Disney. We did that for about a year. In one of the many reorganizations that Disney does, they decided they weren’t going to do any more games, and they closed the game studios they had acquired, including us. I took the whole development team from that joint venture, which was then called OverTime Sports, and started BreakAway.

Ramsay: What was your position at MicroProse?

Whatley: I came in as a programmer and ended up in design. Eventually, I became a producer and managed one of the divisions there. When I first started, I worked on a game called Darklands, which was about the only role-playing game that MicroProse ever did. It was actually a very cool game. I worked on Gunship 2000, too. Civilization was being done right then, so I did a little work on that. I then started doing the sports games. We did Ultimate Football, and I also helped manage the UK sports games, including a soccer game and a Formula 1 racing game. I was on the team that did Pacific Air War, but half of us were doing sports games and half of us were doing World War II flight simulators.

Ramsay: When I interviewed MicroProse cofounder Wild Bill Stealey, he talked more about the military games than the others.

Whatley: Right. Him being a pilot, he was very focused on the flight simulators, especially the military sims.

Ramsay: I take it you had a chance to work with Sid Meier?

Whatley: Yeah, that was pretty cool. I got lucky in that when I took the job there, I shared an office with another programmer and we were directly across the hall from Sid’s office. We were always trying to horn our way in on everything going on in there.

Ramsay: Was he “The Sid Meier” then?

Whatley: Not really. He was known within the game community, but within MicroProse, he was everything. That was why he got to do what he wanted to do. He was just so respected within MicroProse that they allowed him to eventually put his name on the games.

Ramsay: Wild Bill said that Civilization was Avalon Hill’s IP and he—

Whatley: —had to fight them off! Yeah, that is true. Avalon Hill had a game called Civilization that was a board game. MicroProse’s Civilization was not that board game ported to the computer, but they both had the same sweep of history and were based on that.

At MicroProse, we hired a bunch of Avalon Hill designers for that very reason. Railroad Tycoon itself came out of the train board games that were around. The train board games were really fun and popular board games, but they were more like big puzzles. You won by figuring out how to best lay out your track compared to everyone else.

What Sid did with that idea though was to put it on the computer and simulate the management side. You had this whole sim where you were making money, figuring out where the raw materials are located, and figuring out how to get them to the market. He just added another layer on top of what the board games did.

The original idea for Civilization came out of the same thinking as in the board game, but over that whole design, he and Bruce Shelley completely re-envisioned it so that it really wasn’t the board game. But they did have to fend of Avalon Hill with the lawsuit.

Avalon Hill is located here in Baltimore. We ran in the same community. We knew each other. Everybody at MicroProse played board games, so we knew those guys pretty well. It was funny because the designers at Avalon Hill could care less about the computer game. They thought it was cool, but the owners saw an opportunity to get some money out of somebody.

Ramsay: When did you start developing sports games?

Whatley: Right around that time. I always wanted to do sports games. One of the people we hired was Ed Fletcher, who I still work with today. He was one of the founders of Bethesda Softworks

Ramsay: I thought that name sounded familiar.

Whatley: Yeah, he had developed all of their early games, including Wayne Gretzky Hockey. He loved sports. Both of us are really big football fans. From the earliest days, we were conspiring to get MicroProse to make a football game. As it happened, right when Cal Ripken was breaking records and passing Lou Gehrig in continuous games, and at the height of his popularity, Cal Ripken’s agent came to MicroProse to license his name for a baseball game. That was interesting enough for MicroProse to decide they wanted some sports games. We started down that road while they negotiated that license, and then he signed with somebody else.

The baseball game fell through, but that got the ball rolling internally. We took Ed’s knowledge of what he had done for the hockey game and built a football engine using that. At that time, MicroProse was really having its biggest problems, and that was right before Spectrum HoloByte came in and bought us. After Darklands and Gunship 2000 shipped, I didn’t really have a specific project I was working on. When the sports stuff got going, they just said, “Look, keep working on this football game. We’re not going to publish it, but we don’t have anything else for you to do.”

So, it was just me and one other guy working on this football game. This went on for about nine months. We were tinkering around, being sports geeks, and building a really detailed sports sim rather than trying to finish a game since they had told us it wouldn’t be published.

And then, right out of the blue, someone showed up and had the license to use the names of NFL players and coaches. They were looking for somebody to take this license and use it, so MicroProse just decided, “This is a good enough license. We’ll ship your game.”

Well, this was July and football season started, of course, in August or September, so they said, “Okay, that game you’re working on? We’re shipping it in a month. Get it cleaned up and let’s go.” The game was, honestly, not really that much fun. It was a hardcore sim that was something the public wouldn’t really want to deal with. We tried to clean the game up and we shipped. It went out as NFL Coaches Club. It actually did pretty well. Not great, but far better than they expected.

Over that time period, Spectrum HoloByte came in and bought MicroProse. They couldn’t figure out what to do, so we made the second version. But I think the Coaches Club disbanded, so we didn’t have the Coaches Club license. The game would just be called Ultimate Football. Some of the people at ABC Sports really liked it, so they negotiated a deal for us to do a Monday Night Football game for them. That’s what led to the joint venture between ABC Sports and MicroProse.

We did another year of Ultimate Football before that deal got done, then two years of Monday Night Football, and then an ABC Sports college football game. I spent six years on football games.

Ramsay: Was Ed working with you?

Whatley: No, Ed was still at MicroProse. Our team was divided in half. I made the football games and he did the Pacific Air War flight sim games. And then when they did the joint venture and spun us off, they just took my half of the team; he stayed with MicroProse and I moved. We were in the same building though. When I ended up working for Disney, we were still in the same offices, but he was still there at MicroProse. He left MicroProse and went for maybe two years up to EA in Vancouver and managed their NBA franchise.

Ed came back to Baltimore and founded what’s now Day 1 Studios. It was started up by Hasbro, Tony Parks, and that whole group, but he sold off his part of it and came to work for me here at BreakAway. So, we’ve worked together for the better part of three decades now.

Ramsay: ABC not hiring Ed doesn’t make sense to me. He and Christopher Weaver were responsible for Gridiron, which Chris described to me as “the most realistic physics simulation of football.”

Whatley: Yeah. I don’t know if I’d quite say that. At the time, it certainly was a great game, but it was back in the days where we played with just X’s and O’s on the screen. And I made all of those early football games with Ed telling me how he had done Gridiron and Wayne Gretzky Hockey. They actually used the same physics concepts.

Ramsay: Describing Gridiron as “the most realistic physics simulation of football” doesn’t make the game sound very fun to me.

Whatley: Actually, it was a hell of a lot of fun! Gridiron was a physics simulation in the sense that on a 2D plane, each of your players had mass and weight. If your guy ran a certain way and into someone else, he would block them, as a simulation of billiard balls would on a table. That was far more realistic than the fake canned plays that Madden did back then. Gridiron was simple enough though to just be a lot of fun.

Ramsay: When did you start up BreakAway Games?

Whatley: So, at the time, Disney was looking to expand its game business and they were buying up studios. I would go around and help them evaluate different ones. In the meantime, we kept doing the sports games, helping with all of that, and we made the Indy Racing game while they built their Indy track at Disney World in Florida. They were thinking that sports would be the next big part of their entertainment empire.

We fit perfectly in Disney’s strategy at first, but the sports stuff didn’t work out so well and neither did the games. So, they came in one day and said, “Okay, you’re being laid off in nine months.” We had a long window to shut that place down. Normally, when this happens in the video game business, you’d show up in the morning to the locks having been changed.

The nine months ended in January 1998. On the day I closed the doors to the OverTime Sports studio for them, I filed the paperwork for BreakAway Games. We had plenty of time to plan what we were doing.

Ramsay: What was everyone doing for those nine months?

Whatley: We ramped down and let some people go earlier, but over those nine months, we shipped a college football game, a racing game, and I think we put out some expansion packs for those. We just looked out over the next nine months, figured out what we could do, and delivered games. In a weird way, it kind of really made everyone conscientious of what we were doing. Knowing we were going to start a new business, we wanted the stuff that was being shipped out there to be as good as it could be.

Ramsay: When did you start thinking about starting up your company?

Whatley: Well, I had never thought about it until that time and it just seemed like, “Well, what else are we going to do?” There really weren’t any game companies around here. MicroProse had fallen on really hard times. Firaxis was around, but I think they were the only other one. There wasn’t a lot to do unless we all moved. It just made sense.

The football game we did was made Sports Game of the Year by a couple of magazines, so we thought we had a perfect opportunity. Almost as soon as we knew we were shutting down, we came up with the idea of starting another company and began talking to people we knew in the industry, trying to line up some contracts. I don’t remember the exact details, but we pretty much had it worked out. Bill Stealey had left and gone down to North Carolina where he started Interactive Magic. He had taken a lot of the management and people from MicroProse, so we knew all of them, and almost immediately, we had a contract to do a football game.

We started right up, working on that title. We didn’t get very far. We probably worked on it for three or four months, and then Interactive Magic just collapsed, ran out of money, and shut down all of their projects. And then Bill got an investor in down there and they got some more money. But they didn’t want to do any sports games, so they signed us to do a new contract for a military game based on the Army Rangers. We worked on that for another nine months until Interactive Magic once again went out of business. Neither game shipped nor got anywhere near to shipping, but it gave us work for our first year.

We were looking for new projects. Having designed some board games myself, I had some ties with the board game community, and I had a contact who was a senior guy at Booz Allen Hamilton who wanted to do some games for the military. He hired us to take some board games he had designed for the military and turn them into computer games. For the first three or four years, that was what BreakAway did—until we started working with Sierra’s Impressions studio. They brought us in because of the MicroProse background. They wanted us to do Civil War Generals 3. We started the project, but in one of their reorganizations, they decided that a higher priority was for us to make a follow-up to Pharaoh. We made an expansion pack called Cleopatra: Queen of the Nile. If you just look at what was expected from a game versus how it actually sold or was received, that’s probably the most successful game we’ve ever done. It’s amazing how much e-mail we still get every day about Cleopatra.

But that got us into working with Sierra on those real-time strategy history-based city builder games. We worked with them on the Greek themed one and we built Emperor: Rise of the Middle Kingdom. We worked with them on redoing Pharaoh. The Impressions studio was busy with other stuff, so we pretty much took over that line until Sierra died.

Along the way, EA shut down the Jane’s flight sim studio located here and I hired all of the people from there. We already had a lot of experience with flight sims, so we started working for Microsoft. Originally, we did a bunch of the artwork for Flight Simulator and Train Simulator, and then we got a contract with them to do Scuba Sim for them. We worked on that for a year and a half and then that whole studio was disbanded. Our partners there moved to a new group within Microsoft that was going to do kids games, so we actually built a city-building community sim. It was very much like The Sims, but more cartoony and targeted at younger kids. But, of course, once again that studio was disbanded. They actually gave us the rights to that game, called Cooligans, and we went out trying to sell it, but as a small publisher, we couldn’t get any traction.

With all that experience in real-time strategy, we were brought in by EA as their go-to third-party group for the genre. We worked with them on The Lord of the Rings: Battle for Middle-Earth, the sequel, and the expansion for the sequel. We also made an expansion pack for Command & Conquer 3 and worked on several other games in that series. At the same time, we were working with Firaxis on all of the expansions for Civilization 3.

That led up to about five years ago when it was getting obvious that the entertainment games business was just too volatile. Zynga popped up and things like that were happening. We were so successful with serious games and games for training that we just decided that was a more stable, better business to be in, and we abandoned the entertainment business. We still do little things here and there, but really, we’ve focused on serious games and probably 80% of what we do now is healthcare training virtual environments and training games for schools. We’re doing a biology curriculum that all takes place in a game, and we’re working with the Educational Testing Service that does the SATs on games that replace tests. Kids can just get online and play a game, and the game then tells the teacher what level they’re at in math, science, and so on.

Ramsay: Were the Booz Allen games part of your entertainment business?

Whatley: The Booz Allen games were our first serious games. They were more like turn-based strategy though with huge environments. We were taking data for all of Asia, turning it into the map, and mapping thousands of units in combat, fighting in that environment. It was actually used by the Army to run a lot of their big war games when they studied new concepts.

Ramsay: After so many years of developing entertainment properties, what did you think of fully dedicating your company to serious games?

Whatley: It made perfect sense. At MicroProse, we talked a lot with the military about using games for training. When we were working with ABC Sports, we talked with NFL teams about using our games for training and analysis. The idea that people would use games for real purposes was always floating around.

All of us were doing games then because this was the place where the most innovation was happening. Everyone was a really good programmer, artist, whatever, and we needed that creative outlet. The video game business really let us push the envelope, and we started thinking, “Wow, wouldn’t it be cool if you could use games to replace textbooks? Wow, wouldn’t it be cool if businesses used games for training?”

It was then really cool to actually step in with the military, get our clearances, and go build classified scenarios and study what would happen. While BreakAway was obviously started to be a business, we were excited by the opportunity. How can we go find places that don’t yet realize the power of games? Can we convince them to use games to change the world? We were quite idealistic. That was what inspired BreakAway.

Ramsay: You weren’t the sole founder?

Whatley: My other cofounder was my father-in-law, Joe Biglin, and he had nothing to do with the game industry; he was in corporate training. He had been saying to me for a long time, “I’d love to use these games in corporate training.” And so that was all part of where we saw it going.

Ramsay: You started the company with a subject matter expert?

Whatley: Right. Exactly.

Ramsay: Did you have any experience with starting businesses?

Whatley: No. No, I knew nothing about it. It’s shocking how naïve I was.

Ramsay: What about your father-in-law?

Whatley: He came out of business and had a MBA. He had a lot of the accounting training and capabilities that could really help. I’d have never survived without him knowing a lot of that stuff, but he certainly had no idea entrepreneurially what it was like to start a business. Luckily, he was able to fall back on his accounting and MBA knowledge to figure out how we should do the paperwork and get things rolling.

Ramsay: What did you think you’d have to do to get things rolling?

Whatley: What I thought we had to do was demonstrate to one of the game publishers that we had a good enough development team to create games for them. That’s a big part of anything in the video game industry: convincing them you’ve got the team that can execute on a vision. In terms of making a business successful, that actually had little to do with it.

We wrote up a business plan when we first got started and planned things out through five years. When years later I found that business plan and looked at it, the numbers matched exactly where we were in the fifth year. We had about the same number of people, we had about the same amount of revenue we had projected, and everything matched the numbers, but when you looked at the plan for what we were going to do, there was absolutely nothing we had done that was the same.

Ramsay: Nothing at all? What was different?

Whatley: Well, we started thinking that with the strength we had in doing sports games, we were going to start off doing sports games. In the first year, we’ll do this football game. In the second year, we’ll do a basketball game. In the third year, we’ll do a baseball game. We’ll grow this way because each of those sports games is done annually. By the fifth year, we’d be doing historical real-time strategy games, and we’d be creating simulations for the Army. The skill sets and the people we needed for sports and serious games were completely different, and we had historians and experts on the military working for us as opposed to anyone in sports.

Ramsay: You planned to focus on developing sports games despite the fact that your cofounder had experience with corporate training?

Whatley: I didn’t say we were smart about it. That’s my point exactly. We had a sense of what games could do, but we didn’t honestly believe people would pay us to do it. We thought people would pay us to do sports games, so the business plan was based on what we thought people would pay us for. We had a dream that we’d be doing these other things; the sports games didn’t get funded, but the dream actually did.

One reason we never got more of the sports contracts was that companies like EA signed exclusive licenses with the NFL, so nobody else could do those games. There were barriers like that thrown up along what we thought would be the easiest path to success.

When we started talking to people in the military, we found that while we thought we had such a radical idea of using games for training, they had already figured that out. The people in the military were already seeing their kids playing games and going, “Hey, why don’t we use these for training?” It wasn’t such a hard sell for us to get in there and do the thing that we thought would be next to impossible.

Ramsay: When did you start building your team?

Whatley: We had about five people who came from the ABC Sports team. What ended up happening was that five-person team worked on the game contracts we had, I did all the programming for the military, and I would just pull in the artists when I needed some art. My father-in-law was out doing business development, going to conferences and trade shows and figuring out places that might be interested in using games.

Ramsay: You had a small team. Was everyone being paid?

Whatley: No, but it wasn’t too bad in the first year. We had the contract to do the football game for Interactive Magic that paid the team for awhile, and then there was the Army Ranger game which paid them for awhile. So, they were working on those products that never actually shipped, but they were getting paid. There were gaps when we had to find something else and that was when we were backfilling with the military work. I was also able to do most of the programming for the military for the first two years.

Ramsay: Were you bootstrapping? Did you and Joe put in some of your own money to get going?

Whatley: We were bootstrapping. We put in a few hundred thousand dollars each.

Ramsay: That’s a pretty good amount of starting capital.

Whatley: It is. I was lucky because I was at America Online.

Ramsay: You came out well from AOL then?

Whatley: Yeah, I mean, for working there for a couple of years and doing programming, I had no idea. When I left, they weren’t public yet, and I left with a few hundred shares of stock I just assumed would never be worth anything. When they actually went public, they multiplied the number of shares into way more than that very quickly. I didn’t get rich, but I had a nice nest egg that bought me a house and gave me money to bootstrap my own company.

Ramsay: And you decided to use the rest on developing sports games?

Whatley: Yeah, I didn’t say I was smart.

Ramsay: When you said that you worked on sports games for six years, I caught a hint of exasperation.

Whatley: Well, actually, it was great. I love tinkering around building sports games or just building games, so it was great fun, but the stress of every year having to ship a football game did get to me after awhile.

Ramsay: What about the culture around sports games?

Whatley: That actually is a lot of fun. Working for ABC Sports and doing Monday Night Football have to be the best perks in the world. We used to get to go to every Monday Night game. I went to several Super Bowls and met all kinds of celebrities and sports figures. Great perks.

In the video game industry, people tend to gravitate toward games they like, so we drew people in who were really big sports fans, who were into simulating sports and building that experience in a game. We had a great group of people who were really into football. We had had some really good times. That whole time period was a lot of fun.

Ramsay: Other than a few hundred thousand dollars, what else did you give up to start this company? Did you have a family?

Whatley: At that time, I just had a wife, and she was in the video game business, too. We met at MicroProse. She worked at a few different companies, including Bethesda Softworks and Empire Interactive, where she was head of marketing for a year and a half. She worked with John Smedley when they had a co-marketing deal with Sony. She was working out of Bethesda Softworks and I was getting BreakAway started with her dad. My wife wasn’t as much into games as I was, but she came out of the business. She knew what we were getting into, but it can be hard on the family and everything.

Ramsay: Do you have any regrets about the way you started?

Whatley: Yeah, although most of them are more about business than about the creative side. I wasn’t much of a businessman. A lot of the bureaucratic details, rules, and the decisions you make about how you set up the company were… well, we were very lackadaisical. I was very lackadaisical about a lot of that. It always ended up becoming a problem for some reason or another. You need to pay attention to the business. If you don’t and you actually survive for awhile, that’ll come back to get you.

Ramsay: Can you describe a problem that arose out of your lethargy?

Whatley: Well, when we started, we were deciding on the parameters for hiring people. We made the decision that everyone would start with two weeks of vacation, and for every two years of employment, you’d get another week of vacation. That was how we put it in the employee plan.

Well, we’ve now been around over 17 years and a couple of our people are still here. It’s unrealistic for an employee to have 12 weeks of vacation. Even if you want to reward them, there are other ways. It was a mistake to not think ahead about how that rule would play out for long-term employees.

Along the way, we had to redo that, and when you have to change something like that, you have to go to your most valued people and say, “Look, we made a mistake and we’ve got to take away a couple of weeks of vacation from you and figure out a way to reward you in a different way.”

What was supposed to be a reward for our best employees ended up becoming a problem. Just as a practical matter, you can’t run a business and give everyone that much vacation time in the long run. That’s just one thing I’m sure someone who had more experience would have caught when we made our plan.

Ramsay: How involved was your cofounder with the business side?

Whatley: Very. I was much more focused on programming and doing game design. For the first five years or so, he really ran the office, the business, did the books, and everything else to keep the business growing.

Ramsay: Did he eventually leave?

Whatley: Yeah, he is running his own business that he started separately now. At the time, it came down to him wanting to go after the corporate market, and make serious games for corporate training. He thought that was a really great use for games. But we weren’t ready. We didn’t have the revenue to just go try to take over a new market. So, he went off to do what he wanted to do and started his own business, but we agreed that if he landed a deal where he needed programmers and artists, we’d step in and do the work.

Ramsay: When you talked to Joe initially about him starting this company with you, did you have to convince him?

Whatley: Not really. He was excited about what games could do. We probably didn’t talk enough about what that meant upfront. I didn’t have to convince him to do it, but I also don’t think we discussed enough what our expectations were.

Ramsay: Did you discuss clearly dividing up your responsibilities?

Whatley: I wouldn’t say there was a discussion that led to clear division of responsibilities. I said, “I’m going to do the development and you’re going to do the business side. Let’s go.” But the first contract that came along was an entertainment contract. He had never actively done a contract with a game company, and although I’m a development person, I had been involved in negotiating contracts with entertainment game publishers. I ended up doing the contract. So, right from the beginning, we had subverted the division of labor. I did a lot of the business development because I came out of the video game industry. I had all of the contacts with game publishers. But I couldn’t really do business development for corporate training, so he had to do that instead of me. We ended up taking tasks based on who was better positioned, and that just led to more and more confusion.

Ramsay: Your expectations for this company were based on having been part of companies before. How did the reality match up?

Whatley: I think the reality generally matched up. We got an initial contract to do a sports game. We weren’t sure what the publisher was going to do, but we knew they were having trouble, so we used temporary office space for three or six months. We just moved in there and started working, never even thinking about what it means to actually have an office or whether we looked professional.

We had such a developer’s mindset that it was like, “Okay, we’ve got a contract. Let’s start programming. This place will let us put our chairs in and start working, so let’s do it. Let’s go.” In retrospect, we could have done a lot better if we had put out a more professional image, if we had a website, if we had coherent e-mail addresses, and if we just appeared to be more stable. When you’re a developer, you just think that all clients will care about is whether you’re a good developer. You don’t think you need to show that you’re professional.

Ramsay: You’ve done all sorts of different contracts for entertainment and serious games. Do you develop any original properties?

Whatley: Yes, we have, and we would have liked to have done more, but we never had the security, the bankroll, or the willingness to take the risk and put a lot of effort in. If you’re going to spend your own money to create what it takes to land a bigger deal, that’s a big risk. And that’s part of the reason we’re still around. We haven’t taken those risks.

Ramsay: Are you content with the client-agency model?

Whatley: I wouldn’t say we’re content, but I don’t believe that creating your own IP from scratch and convincing someone to publish it will work. What would work would be a more collaborative relationship with a publisher, where together you create IP that you can own and turn into a real product line.

Ramsay: When did your serious games business take off?

Whatley: Our government work started as early as 1998 and that business grew and grew over the next six years. But that was more government contracting than serious games. In late 2003, we were actively pitching game development to government agencies and organizations in other industries. We were consciously trying to use games to solve specific problems. That’s when I think we were really doing serious games.

We were still doing mostly military work, but we were also working with the Department of Justice and the Department of Homeland Security. We made our first healthcare games for the government. That business jumped us into the commercial and education spaces by 2007.

Ramsay: Do you remember your first serious games pitch?

Whatley: We were approached by the Department of Justice. I don’t even know how we got in touch with them, but they came to us and set up a meeting with some of their people. I went in and pitched them on using real-time strategy to teach. After 9/11, one of the biggest problems people identified was interagency communication and crisis response, so the DOJ created the National Incident Management System (NIMS) Protocol. They tried to ­standardize it across the country. We had heard about this. The DOJ were trying to convince fire, police, and county governments and everything else across the country to adopt the NIMS standard.

So, I pitched them on using a real-time strategy game where the players would be firemen, policemen, or the mayor all playing a real-time strategy game together. I convinced a couple of people from the local fire and police, and some people from the DOJ, to just meet us at a restaurant. We sat around, had appetizers, and I pitched this idea to them and they actually liked it. I think it was probably a year later that one of them actually found some funding to allow us to create that first game.

Ramsay: I expected to hear that your first pitches didn’t go well.

Whatley: There were some that didn’t. But I think more of them succeeded than failed. In the past, everyone would say that what they do is really serious and not a game, so they weren’t going to do something frivolous—even after you explained that games have been used for centuries to practice very serious things like war.

But that’s the natural response from most people looking at change. We often found a champion within an organization who really understood what we were saying about games. They’d get all passionate and pitch it, but they’d come up against the same roadblocks. We’d have organizations ready to adopt our proposal, and then somebody would just kill the deal because they just didn’t understand why anyone was doing anything with games.

Originally, our company’s name was BreakAway Games. We actually had to go back and legally change that to just BreakAway Limited. We still have a breakawaygames.com website, but we also have a breakawayltd.com website. Ten years ago, a lot of government computers actually had filters that would block websites when the word “game” came up.

Ramsay: I can’t imagine an agency like the Department of Justice calling anyone up and saying, “Hey, we want to do a video game.” What do you think motivated their interest in video games?

Whatley: Generally, somebody in the organization who is into games themselves understands how they can be used, or they saw their kids using games and thought they could use games, too. They usually convinced their organization to study the idea. I doubt we’d have ever closed a deal with any of those groups if we didn’t have an internal champion. We didn’t always know who our champion was, but there’s always somebody.

Ramsay: How many of your clients came to you?

Whatley: I’m guessing three quarters of our clients approached us. We do a good job of getting our name out there. When people decide to make a game, they call us. We’re at least in the position that we’ll get the first call.

Ramsay: Do you try to provide ways to help people champion your expertise within those organizations?

Whatley: We make ourselves very easy to get a hold of, but we also work closely with researchers, write and present white papers at conferences, help support the scientific validity of using games for training, and show that there have been very serious uses of games.

For example, Incident Commander, the game we made for the DOJ, was shipped to 100,000 municipalities and organizations. The DOJ just sent copies to every county police and fire department with a letter saying, “You might use this to better understand how to use the NIMS Protocol.”

We set up a website where people who were playing could share their stories and ask us questions. A paramedic had played the game and was sent to assist with the response to Hurricane Katrina. He was sent down to Baton Rouge, Louisiana, into the disaster area as part of a group that had to set up a temporary 800-bed hospital. The hospitals in the area had been wiped out. He later wrote a letter to the DOJ. It was very detailed. He said that, if he hadn’t played our game, he would never have known how to start from scratch, to set up a hospital, and to keep that hospital working.

Obviously, we took that letter, contacted him, got more details, and made that story as widely available as we could to show people that games can actually save lives, make things better, and be really effective.

Ramsay: Could you explain how doing business with the government is different from the typical developer-publisher relationship?

Whatley: The first difference is the bureaucracy of contracting and the rule system. The Federal Acquisition Regulations (FAR) rule everything. In a regular entertainment deal with a publisher, everyone wants to get the game on the store shelves. If somebody screws up the paperwork, the publisher will say, “Oh, well. We’ll figure that out and get it cleaned up, but let’s keep moving.” That doesn’t ever happen with the government. The bureaucracy rules all. Every “T” must be crossed. Every “I” must be dotted.

Doing business with the government is very hard, and learning how to work in that environment has taken us a lot of time. Understanding contracting is one of the biggest reasons for our success when we compete with other game companies for the same business. Our experience with the bureaucracy gives us a big advantage.

The second difference is that, in the commercial environment, you can ask the people who buy your game in the store, “What features do you want? What do you like about it? What do you not like about it?” You can get a sense of what the market wants. When you’re working with the government, there’s a reason they’ve come to you. There’s a problem they’re solving, there’s a need they have, and there are regulations they have to follow. But just what needs to be done in the game isn’t always clear. It’s a lot harder to know what you have to do to be a success when you’re working with the government.

Ramsay: There’s a bidding process for winning government contracts. Do you always bid on the contracts you get?

Whatley: Almost always. We have to do that. For some of the smaller projects, you can get a contract without it being put out for bid, but for anything sizeable, the regulations force agencies to put out requests for proposals (RFP), so you have to learn to play that game.

Ramsay: How do you find contracts?

Whatley: If you go to FedBizOpps and just search for “game”, there are two things you’ll find. First, you’ll get confused by the national parks looking for game wardens, and then the second thing is that the military hires a lot of people like referees for kids’ soccer games. But if you ignore those two things, you will find quite a few contracts listed.

You can search places like FedBizOpps, but to succeed, you need to spend the time doing business development, going to the users, and getting to know what they need. That’s true for the government just like any industry.

Ramsay: With a term like request for proposal, I would assume that when an organization comes to you about a contract, they’re interested in you placing a bid. They’re not actually offering you a contract yet?

Whatley: Correct. Usually, the government and large organizations are required to get multiple bids on any project. The RFP isn’t an offer of a contract. You still have to compete and win the contract. There are multiple steps to the process. We’ll get a call and someone will say, “We think a game would help us do something.” We’ll tell them our opinion about the best way to do it, what type of product needs to be done, and then at some point, we’ll get a message saying, “Okay, that thing we were talking about? Next month, it’ll show up as an RFP coming out of some agency.” For military business, there are different Program Executive Offices (PEO) which put out RFPs and manage contracts.

Once a job gets to that level and into that bureaucracy, the people who want it done are no longer involved. The contracting group takes over. But you’ll now know to be looking for something, and when the RFP comes out, you’ll respond, hopefully, in the best way possible.

Ramsay: How’s the competition for these contracts?

Whatley: Pretty heated, actually. You have to know what you’re doing. You need to know what the customer wants to win any significant number of them. All the business development we do is to better understand how to respond to RFPs because there’s a good amount of competition.

Ramsay: For most people, government contracting is confusing. Can you demystify the process?

Whatley: No!

Ramsay: No? Well, what happens after you make a bid?

Whatley: What I always tell people about government contracting is that the process is divided up to try to ensure that no one defrauds the government. That’s probably their ultimate concern: they don’t ever want to get snookered on a bad contract or something. There are all kinds of rules about that, and because of that, they separate everything out.

So, you’ll work with people who have a problem, who have a need, who want a product. You’ll figure out what they need and plan everything out. And then they’ll hand off the job to the contracting people who will write up an RFP, post it, evaluate the proposals, and then decide who wins. And not only do those contracting people not know anything about you, but they don’t know anything about the people with the problem. All they do is contracts. Whether you win the contract boils down to how closely your proposal matches the RFP, and you hope the RFP matches what the ultimate client actually needs.

There are really two sides to contracting: one side is getting to know the clients, learning about their problem, gaining their trust, and all of those things you do with normal business development; and the other side is realizing that the paperwork has to be perfect. No matter how well you do business development, if you don’t do the response well, you’re not going to be awarded that contract. I wouldn’t say there’s a lot of mystery to it, but it involves a lot of work and time.

Ramsay: When you’re first approached before there’s an RFP, are you effectively consulting on a project?

Whatley: Yeah.

Ramsay: So, you could end up in a situation where you spend a lot of money on consulting and end up not getting the contract?

Whatley: Correct.

Ramsay: Has that ever happened to you?

Whatley: Yes. Yes, absolutely. More than once.

Ramsay: How big of a hit do you take?

Whatley: A couple of times, we’ve taken really big hits. For really big government contracts, there will be a couple of years when they’re out there talking to people, getting everything in place, putting out the RFP, giving everyone six months to respond, and then picking a winner. For the winner to receive an award notification, that’s on average in the four to five months range, so the whole process can be a two- or three-year cycle. The contracts that are awarded are, at base, one-year contracts, but they can put option years on them, so they will often be four-, five-, or six-year contracts. Landing one of those can set your business up for a long time. When you work for a couple of years to get one of those, and then it doesn’t happen, it is quite devastating.

Ramsay: How many contracts are you typically bidding on at any one time?

Whatley: In terms of fairly sizeable ones, three to five. There are times when there are smaller contracts like Small Business Innovation Research (SBIR) programs that come out. At times, we can end up doing seven or eight in a very short period, but they’re generally smaller responses.

Ramsay: Sounds like enough work to sustain a game developer?

Whatley: Yeah, there’s definitely enough. There’s enough for quite a few companies; not just us.

Ramsay: It’s surprising because this isn’t a world you really hear about, unless you go to the serious games conferences.

Whatley: Right. There’s a lot out there. There’s defense, Homeland Security, the whole Intelligence Community, the Department of Education, the Department of Labor—and all of them have their own needs and they’re doing some level of requisition. Across the government, there are quite a number of RFPs posted every year.

Ramsay: What does the government call video games now?

Whatley: These days, they sometimes call them games, but more often than not, they’ll call them simulations. Simulation is a more acceptable term.

Ramsay: I know the simulation contracts sometimes involve hardware. Do you bid on only the software contracts?

Whatley: Yeah, although if a war college wants to build a new sim center, create a new training sim, and build a curriculum around it, it’s not unusual for us to put together a team with a prime defense contractor who can manage a big project, a hardware manufacturer to build the machines and equipment, and a university or a training group to create the curriculum. We wouldn’t do the hardware, but we’d be on the team.

Ramsay: What role do you typically play on that team?

Whatley: It varies. Sometimes the team just needs a game developer to sit in and advise. If game development is a minimal part of the proposal, then they just tell us, “Okay, you guys sit here, so we can show the client we have a game company on board,” and I go sit in the back of the room to wave the flag. If the proposal is very focused on the game, they’ll put us front and center, and my job will be to use my game credentials to convince the client that the team can actually deliver on a fun, real game.

Ramsay: At BreakAway, what’s your role? I know you’re the head honcho, but do you work on the creative side as well?

Whatley: I no longer work day to day on any one project usually. I will drop in and check on things occasionally just to help out, but I do business development, meet with the clients and learn their problems, and then I can design the game conceptually. I can map out technically how it will work. In a way, I’m the chief technology officer and chief game design officer. That is necessary to write up the proposals and pitch concepts to clients, but once we get a contract and get to work, we have great developers and designers who take over from there.

Ramsay: Speaking as the chief game design officer, are serious games fun?

Whatley: Occasionally, they are not fun in a classic game sense. They are always fun in a way to achieve their goal, or, at least they are engaging. For example, we did a game called A Force More Powerful, which is used around the world to teach how to organize nonviolent resistance movements. The game is very engaging. Once you get into the game, you’re in the middle of trying to overthrow a regime. You have to manage your whole movement, the personalities of other people you are working with, play politician, and deal with the press. It’s like playing Civilization. You can just get sucked in by everything you’re doing and it’s a lot of fun. But it takes hours to get to know all of the information as you get into the scenario, and that isn’t classic game fun.

Ramsay: How do you measure whether a game has achieved its purpose?

Whatley: The clients will do studies and, many times, they’ll tell us to bring in 50 people, test them, and have them play the game, test them again, and find out whether they learned something. Most projects start by defining the learning objectives; success is determined by that metric. After many studies the client will publish a paper validating that the game achieved its purpose.

Ramsay: In my opinion, the defining characteristic of a game is interactivity. If the player can’t do something and receive feedback, there’s no game. Do you build any feedback loops into your games to determine whether players are learning what they need to learn?

Whatley: I have a couple of quick answers to that. We use AI to identify whether players are not doing the right things and we can pop up a dialog box that says, “Hey, you’re forgetting something. You’re a doctor and your patient is dying here. You never checked his airway to see if he’s choking on something.” That’s what the education people call “scaffolding.” That is most definitely a feedback loop.

When we’re trying to teach people, scaffolding is very important so we can teach them things along the way. It’s not unlike a help system in a regular game. The first time you sit down to play Halo, the game says “hey, point your gun over here” and “the A button does this.” You learn the whole system along the way and we do the same thing, except we’re teaching them about their real job or subject in school.

The after-action review is also very important, especially in team building games where everyone plays through something and then it stops and says, “Okay, here’s what you all did, here’s what you did right, and here’s what you could have done.” We spent a lot of time on those as well. That is a larger feedback loop that can be used within an educational setting.

Many training games require very detailed feedback loops. The game visuals and the user interface are core to the success of a product. If the patient doesn’t exhibit the symptoms a doctor would look for to successfully diagnose a condition, the game isn’t any good for training or assessment, so the visual and auditory feedback loops are of primary importance.

The user interface is also important because we need to keep the user engaged and immersed, but we also need to provide the necessary feedback that a person would have in the real world. The training needs to transfer to real-world skills and not just teach them how to play a game.

Ramsay: How are your serious games used?

Whatley: Many games are used to teach people, but they’re also used for analysis and idea generation. For example, we might create a sandbox military simulation so that someone can test how a situation might change if a UAV could fly twice as high and twice as fast. They can play around with those ideas very easily. They might find out that a UAV that can fly twice as high and twice as fast doesn’t actually help, so why should they spend billions of dollars on developing faster UAVs when that technology doesn’t change the battle space? I made all that up, but that’s how our games might allow people to play around with ideas.

We also use serious games to assess people and their skills. These days, you can often play a game instead of taking a test, and we will actually be better able to assess your level or whether you’re learning than paper tests.

Ramsay: Are you familiar with the work of Ian Bogost?

Whatley: Absolutely.

Ramsay: Ian says that he develops serious games as communication media instead of as tools. The purpose of their games is not to simulate action or test decisions; the purpose of their games is learning. How are your serious games different from his serious games?

Whatley: You can think of his as Tetris and ours as Civilization. The reason I make that comparison is he wants you to play for five, ten, or 15 minutes and get a message or experience a new viewpoint. Our games are almost never quick sound bite things. You have to immerse yourself in them and look at big concepts. We don’t have a message we’re trying to communicate. We have a system we want you to understand. You can tinker and see how your actions within the system change things. Ian’s games might have you consider a different perspective on the impact of a free market economy, whereas we would create a game that simulated that economy. There’s great value in what each of us do.

Ramsay: What other types of serious games are there?

Whatley: There are simpler training games, like Reader Rabbit or something that’s just going to drill you on vocabulary or math skills. Throughout that whole spectrum, from rote facts to big concepts, there are different types of games that help you learn and train more efficiently.

Ramsay: How much is networking part of the games you develop?

Whatley: Now, all of them are online. The cloud is a big part of the main deployment mechanism. But many of our games are sandbox simulations of large systems that are impacted in many ways by multiplayer more than anything else. In hospitals, fire, police, and the military, responding to a crisis is all about people coordinating their actions to get the best response.

Online is hugely important for us being able to do something that has never been done. In the past, to have a town practice responding to a tornado, you pretty much had to shut down the town. All of the hospitals and personnel, every fire and policeman, every public and every fire and policeman, and every public works person had to take the day, not do their real job, and pretend they were responding to some incident.

Anyone who is not working a shift can practice responding to a tornado like it’s their real job, but in a distributed multiplayer environment, we can now provide a venue for large groups and organizations to practice skills and procedures in a way that wasn’t practical in the past. Multiplayer is changing the way a lot of organizations do training.

Ramsay: Do you operate your multiplayer games on your servers?

Whatley: Sometimes. Sometimes we put them out in the cloud, like Amazon EC2 or Microsoft Azure. There is often a good reason to put these things out in the cloud because, for security reasons, we can’t put them on client servers. We like to operate these games somewhere where clients can get to them and have control of them without having to go through the process of installing and securing a server. But if setting up and maintaining a server helps the client, we’ll provide that for them.

Ramsay: Is hosting a separate business for you?

Whatley: Not really. In the future, it could be, but it’s not necessarily a long-term solution. If we’re going to set up a server for someone, it’s usually because we can do it faster. By the time they get their server up nine months later, they can transfer everything over. Hosting is not an ongoing business, but it’s something we have to do to enable our clients to be able to get things working more efficiently.

Ramsay: When did your corporate training business take off?

Whatley: That really didn’t take off until 2010. Some corporations had dabbled, but a few years ago, there was a real turning point. They quit showing up at conferences to check on things and started actually spending money.

Ramsay: Why were corporate clients slower to adopt serious games?

Whatley: As you’d expect, the corporate world is focused on the bottom line. If a company sees a product that can improve their bottom line, they’ll buy it. They’re not really into doing the research to figure out what would work. A big company will pay any amount for a product that’ll make them money, speed them up, or make them more efficient, but they’re not funding research to come up with new technologies to do that. The corporate world wants to be able to pop in, buy something, and implement it next month. Those of us who were creating serious games just weren’t ready with products for them to do that, and government and healthcare organizations needed five-year projects just to see if something works.

Ramsay: How weren’t you ready?

Whatley: Five years ago, if I had a client who wanted to teach addition to their employees, I’d have said, “I can create a game that teaches addition to your employees, but you have to fund the development of the whole game.” Today, if they show up, I can say, “I have a game that teaches addition. How do you want the game customized for your employees?” We just didn’t have the technology ready to be turnkey for many clients.

Their upfront investment is minimal because all we’re doing is customizing the game to the specific content they want, not creating the software from scratch. They’re perfectly happy to just pay for a license to use what we already have. What we have has already been used by other people, so they’re confident we can quickly turn around a solution that’ll work.

Ramsay: When you deliver a product to a government organization, does the government own that product?

Whatley: Not technically. You just can’t charge the government again. There have been cases where when the government funds something, that product becomes public domain. These days, they try to encourage you to take ownership. There’s what’s called government purpose rights. For example, if the U.S. Army funds a training tool, the U.S. Army can now use that training tool for free forever. It’s theirs and they get any updates we make to it. They will never be charged another penny, but we can sell that training tool to anyone outside the government. They want us to do that because they want us to continue maintaining the product.

Ramsay: Unless the product is classified.

Whatley: True.

Ramsay: Have you ever developed classified games?

Whatley: Yes, we have.

Ramsay: And that’s as much as you can tell me?

Whatley: We have all of our security clearances and everything because we do that type of work all the time.

Ramsay: How much trouble was getting your employees cleared?

Whatley: It takes time. I wouldn’t say it’s a lot of trouble, but it takes a lot of time to get a lot of people through. We’ve probably got close to 30 employees who are cleared.

Ramsay: Out of how many employees?

Whatley: 45.

Ramsay: You’re a pretty small studio then?

Whatley: Yeah. We’re probably medium as they go. For a large chunk of our lifetime, we had between 100 and 120 employees, but entertainment games will have 75 people on a team. Serious games are smaller. Serious game teams are more in the 15- to 20-person range.

Ramsay: What’s your team composition like?

Whatley: A third of the team is art, a third is programming, and a third is design. We do a lot of design. In that category, I include documentation and scenario creation because we have to learn so much about the subject matter. We’re probably heavier than your standard game developer in design. And we’re probably lighter in art because, although the quality of the art has to be as high, we don’t need as much art content.

Ramsay: What do you mean by that?

Whatley: If you buy an entertainment game, you’re going to want a hundred hours of entertainment. You’ll want enough scenarios that are different, so you have to create artwork for a snow world, a desert world, a forest world, and for each of the different levels. When we’re training the military how to work in Afghanistan, we just need Afghanistan, so we don’t create as much artwork for each product as we otherwise would.

Ramsay: Your company is in a position where you get the first call when customers need your expertise. I imagine that you can pick and choose your projects. How do you select what you want to work on?

Whatley: There isn’t a specific methodology. It really comes down to evaluating whether we have a chance to win a contract. Is the product something that will fit our plans for our technology roadmap? Or will the product match up to the types of technology we maintain?

If the RFP is so far outside the box of things we’re good at, or if we don’t think we have a good chance of succeeding, we won’t put in the effort. We’re also often working on multiple proposals at once and they take a lot of work, so we have to decide whether we can take on more work.

Ramsay: You don’t have a driving interest in a particular type of project?

Whatley: We are interested in games. There are a lot of things like gamification that don’t strictly involve building a game which we’ll do occasionally, but we’re not going to sign a contract to help a grocery store chain gamify their coupons. That’s just not of interest to us. We like games where we can build a system you can engage with.

Ramsay: Serious games have genres, too. Is there a genre you like?

Whatley: Our strength is strategy, real-time and turn-based. We do strategy best and gravitate toward those projects. Any game where we have the whole hospital working, you’re playing multiplayer, and you’re managing a crisis is perfect for us because that’s a real-time strategy game where we’re using a hospital as a base. However, we also frequently do first-person games for healthcare, where you’re moving around in a 3D environment and interacting with patients. That isn’t as near-and-dear to what we like to do, but it’s a strength of ours.

Ramsay: When I spoke with Wild Bill he said that for a game company to be successful, the company needs to be known for doing one thing really well. But you’ve been around for awhile and you’re generalists.

Whatley: Well, I would point out to Bill that he was known initially for flight sims, but in the later years, Civilization, X-COM, and Railroad Tycoon made the MicroProse name. I can understand his point that, as a sales organization, building a business is easier when you’re known for something, but MicroProse succeeded because they allowed their designers to work on what they were passionate about. That’s how we are. We’re all over the map, but we wanted to do work on each of the games we’ve made.

Ramsay: What are your thoughts about gamification?

Whatley: It’s a fad. It can be useful, and it’s not that there’s never value to it, but gamification rarely has the depth of value of a real game. The reason why elements of gamification work in games is because you like the game and they are the icing on the cake, not because they are the game.

Ramsay: A client comes to you; they want gamification. What do you say?

Whatley: Why do you want that? What are you trying to achieve? We can discuss how gamification would or would not achieve that goal. In most cases, I’d argue that gamification will not achieve what they want; at least, gamification will not be long-term solution. Gamification absolutely works if the underlying system is actually fun and engaging. I can easily imagine that a lot of people are hugely into coupons, but you’re not going to make doing taxes fun because you give a few badges away on a website. But there are all kinds of systems in the world that some types of people just like.

Ramsay: What can games be used for that they aren’t being used for now?

Whatley: We’ve just finished working with a group on a game that treats depression. It’s just a role-playing game, but the game teaches life skills for dealing with depression. Some of the fantasy storylines play into having a positive attitude and fighting against having a negative attitude. Using games this way has not really been thoroughly explored yet. It’s very interesting to see how you can use immersion to treat behavioral issues.

We’ve also seen computer and board games used for crisis and family counseling. If you sit a family down in front of a counselor, they might not want to make themselves look bad, but if you get people competing in a game, they’ll lower their guard and their real personalities will come out.

This works for teaching leadership, teamwork, communication, consensus building, and creative thinking. Games can teach those things far better than anything else we have right now. It’s not like you can just take a game, have someone play it, and suddenly they’re a leader, but games can be tailored to develop those skills. There’s a really exciting future ahead of us, where games can be put to use in places we haven’t thought of yet.

Ramsay: How is a game that teaches leadership and communication different from, for example, a competitive online role-playing game that involves guild leadership and raid team communication?

Whatley: I don’t actually think there is a significant difference in the things you do. In World of Warcraft, a natural leader can start a guild, get people organized, and lead them on a raid and succeed. But that’s using their natural leadership within the game environment. Games that teach are different in that they create opportunities for the player to test their own leadership skills, put them in the position where they have to take charge, and help them hone their leadership abilities. It’s not that the gameplay is any different; it’s that there is a hidden hand, guiding people to exercise the skills that they might not already be using.

Ramsay: In a virtual world, you have the option to start a guild but that’s a choice you can make. In a serious game, that’s a choice you have to make?

Whatley: In a serious game, it is a choice you are taught to make. The serious game succeeds if it can show you a new and hopefully better way.

Ramsay: There’s an organization in San Diego called The Virtual Reality Medical Center. They use games to treat phobias and traumas.

Whatley: Yeah, they’ve done fear of spiders and all kinds of things. Yeah, I’m very aware of them and they’ve done some great work. But that’s not the gameplay itself changing you; that’s using the sights and sounds to help someone. That’s all very valuable and I don’t want to put a negative spin on what they’re doing. I think as we begin to actually use the gameplay to bring out subtler skills and emotions, and help people refine those skills and emotions, we’ll see really exciting uses that go beyond using exposure therapy to help patients practice coping.

Ramsay: How is what you’re suggesting different from games that use exposure therapy? Are the differences mechanical, or superficial?

Whatley: They’re usually not superficial. One of the age-old tricks or cheats of developing entertainment games is we simplify things that aren’t fun. Civilization can make up its own definitions for democracy and communism, but a serious game can’t unwind those things. They need to be as real as we can simulate, and we have to design a game that’s engaging without simplifying the player’s experience. Those differences can’t be superficial. At the same time, the setting in which you use the game is important to achieving the purpose, and sometimes the same game mechanisms can be used in different ways to achieve different things.

Ramsay: What are the challenges of creating those games right now?

Whatley: Any game costs a lot of money and not everyone’s willing to put up that amount of money for something they haven’t seen concrete proof that it does what you say it can do. You need to find some real advocates who are willing to try something and do a prototype. But the actual implementation is a major chasm we all have to cross. The time and expense to get from nothing to something makes it hard to get started. That’s going to be true for the next few years as all of us create these games and prove they do what we say they do. So, we need patience.

Ramsay: Why don’t you go out now and develop a proof of concept?

Whatley: We’re doing that. We’ve created games that teach and educate. We now have several of them in schools, testing that they teach what we said they teach. But that takes awhile because if you’re teaching leadership, for instance, you need to not only create the product and then run some people through it, but then you need to see if their leadership is better.

Ramsay: Has your role changed over the years?

Whatley: As we’ve grown, I’ve done less technical work and I’ve become less involved with the minute-to-minute decisions of individual projects. But beyond that, my role hasn’t significantly changed. To some extent though, I’ve matured in my ability to run a company enough to know the way I used to do things wasn’t the way I should’ve been doing it. I’ve learned to manage people better and manage the business better.

Ramsay: What’s the difference between founding a company and managing the company you started?

Whatley: As a founder, you are intimately linked with your organization, emotionally and in every other way. But you still have to manage your company. You definitely need the technical and creative people with the vision, but you need somebody who’s sitting back and herding them in the right direction, as opposed to just creating something cool or building a neat product. Managing isn’t just getting the product done; it’s getting the right product done for the right market in the right time.

Ramsay: And yet you weren’t much of a manager when you started?

Whatley: I was very much focused on the products and the quality of the products, and not on making the company successful in the earlier days. I’m now much more likely to go, “That’s a really cool idea. I’d really love to have that program, but that’s not what we should be doing.” Part of our problem was there were times when I was so wrapped up in a project that the company didn’t get managed. We would raise our heads up from the project only to find out we were in big trouble.

Ramsay: Would you say you’ve survived this long out of sheer persistence?

Whatley: Yes. I always say: “a good entrepreneur is someone who is too dumb to know when to quit.”

Ramsay: BreakAway has grown over the years. As the cofounder and CEO, do you ever feel disconnected from the day-to-day?

Whatley: Frequently. At any given time, we’re doing at least three or four projects and often a few more small ones. I will know pretty well what a couple of them are doing day-to-day, but you just can’t focus on that many things at once. I very much enjoy when I get to spend time on, and dive into, a specific project.

Ramsay: Do you know every employee’s name?

Whatley: I don’t know many of them as well as I used to. I may know someone’s name, but I may not know if they’re married, have kids, or whatever. For the most part, I will get to know them. There are 15 or more people I have worked with for 20 years. Part of the reason we can have a flat organization is there are a lot of people who I can depend on because we have worked together so long.

Ramsay: As the company has grown, so too has the distance between you, the work, and the people. How has that distance impacted your role?

Whatley: I don’t think my role is that different from when I was the producer of a major game project and had 20 people under me. I can’t be friends with everybody the way I could on a smaller team. It just doesn’t work to be that close to people. Sooner or later, that’ll lead to problems.

Ramsay: How do you try to stay connected?

Whatley: I try to let everyone see what everyone else is doing. I make the teams give demos and project reports—as frequently as we can without imposing on them—to not just me but to all of management and the other teams. They know that, periodically, they’ll have to show off, so they’re motivated to put their best foot forward.

But we also always treat those discussions as opportunities to talk about what’s going right, what’s going wrong, what’s needed, and what’s not being provided. By keeping those conversations as frequent, as open, and as frank as possible, new employees can feel comfortable with speaking up when they’re having trouble.

Ramsay: When you look back at everything you’ve done, have you missed any opportunities you shouldn’t have?

Whatley: Oh, yes. There have been so many missed opportunities. We could have been where we are now ten years ago had I known then what I know now. There’s no doubt about it. We all have learned a lot over time, but we’ll just have to apply what we’ve learned going forward.

And sometimes the market’s just not ready for you, even if you have a great idea. You can bang your head on the wall all you want, but people won’t buy it until the situation is right.

Ramsay: Where do you want to take your company?

Whatley: It would be really cool if we created a product that really had an impact on the world. If we could create a product that was used globally, and depression in the world went down by 5%, or 10% less people died as a result of fewer medical errors, that would be awesome. That’s where we’re pushing forward. We think games can have that big of an impact.

Ramsay: How can you hope to get your corporate masters to buy into your altruistic goals?

Whatley: They will follow the return on investment. If we are reducing depression by some noticeable percentage, insurance companies will step up and want us to do that. If we’re saving lives or making things work more efficiently, they will be the first to beat down our door. I don’t worry about that. When you’re making a real impact, they will pay whatever it takes to get you into their shop.