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Pretty soon, you’ll be able to play as one of the last of the Valorian Knights, the heroes of the looter-slasher, action-role-playing game Godfall. For that, you can thank Keith Lee and his team at Counterplay Games.

The Emeryville, California-based studio has been working on the PlayStation 5 and PC game for three years, mostly with just 30 people. That’s a small team for a triple-A title, but Counterplay Games is a scrappy indie company that will have a prestigious PS5 launch title before just about any other big triple-A game company.

In Godfall, you’ll hack and slice your way through ugly enemies and fantastic beasts, earning 12 kinds of armor, or Valorplates, that help you fend off foes.

This isn’t Lee’s first time in the spotlight. He sweated out his early days at Blizzard Entertainment, working on games such as Diablo II, as well as Insomniac Games, where he worked on Resistance: Fall of Man and the original Ratchet & Clank. In the early days of the iPhone in 2008, Lee founded Booyah, a mobile game company that created MyTown, which was like Monopoly overlaid on the real world. It was a simple game, and it definitely wasn’t triple-A, but it worked in the fledgling days of apps.


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Lee left Booyah in 2011 and disappeared for a while, traveling extensively. In 2014, he got back into gaming with Emil Anticevic. The duo founded Counterplay Games as a small indie game studio, with everyone working remotely. Their first game was Duelyst, an underrated game blending strategy and cards.

The company then moved on to Godfall, working with the Unreal game engine. Counterplay Games got the attention of Sony, which funded an expansion of the whole effort. Godfall grew up to become a launch title and the first game certified for the PS5. The team crested at about 85 people this year, and Counterplay Games plans to move on to bigger things soon.

Gearbox Publishing will publish Godfall on November 12 on the PC and PS5, just in time for the launch of Sony’s new console on November 13.

I talked with Lee about his journey and how the company developed Godfall.

Here’s an edited transcript of our interview.

Above: Keith Lee is the CEO of Counterplay Games, the maker of Godfall.

Image Credit: Counterplay Games

GamesBeat: When did Booyah come to its end?

Keith Lee: I transitioned out in 2011-ish. That was when I decided to take some time off and travel with my wife to South America. We went to Europe. It was a good time. I met my cofounder for Counterplay when I came back and joined a League of Legends tournament. I’m a big RTS player. Warcraft III, Defense of the Ancients, and then I started playing League when I had more free time. We met at a tournament. We sat next to each other and started talking about games. We both loved next-gen stuff and PC gaming, so we decided to see if we could do something together. That’s how it all started.

GamesBeat: When did Counterplay get started?

Lee: We began in 2014. We were originally based in San Francisco. By 2015 we started an office in Emeryville. We’re half-a-block away from Pixar, in that area of Emeryville. Rudy’s Diner, I’m sure you’ve seen that. What’s interesting is that we started working on our first game, Duelyst, which was Kickstarted. After that, we started just working remotely, in 2016. Even though we had an office back in Emeryville, we said, “Hey, this is working nicely.” We didn’t have to compete locally for people in the Bay Area. We could start to find people outside California. That changed our perspective on how we could develop triple-A quality games, even outside of being in an area physically.

Ironically, that’s helped us this year. In a lot of ways, I’m not sure we would have been able to ship on time if we hadn’t been building our remote processes for several years. Our source control, how to do weeklies, thinking about how to provision our software, things like that. That helped us a lot.

GamesBeat: Did you use a particular game engine for this?

Lee: For Duelyst we ended up writing it on our own. With Godfall, it’s based on Unreal Engine 4.

GamesBeat: I was wondering when the engines added all that capability, being able to work on things more remotely. 

Lee: Unreal Engine is still pretty — it was never designed to work remotely. We came to the realization that it’s not very well-distributed in that way. It was never built for that. We thought more around all the support services, such as our source control, all the way to how we store large files, thinking about alternatives to something like Perforce. Perforce requires you to have a whitelisted LAN that operates within a studio to protect and secure your code. We started building in GitHub and using a lot of technologies from outside of gaming, things that larger tech companies use. We built everything from there. As a result, we were able to work remotely pretty effectively. No one had done that.

When people came to visit our office, they said, “You really don’t have a lot of people here. How are you building this game?” But we really didn’t need an office, even back in 2017. If you have a big office and all this fancy glass exterior, that doesn’t mean anything to the end user or the product itself. In a lot of ways, it’s just higher operating expenses. We spent a lot of time thinking about how we could put as much of our resources and time into more cranks on the wheel for design and iteration. It’s allowed us to be more scrappy.

Above: The AirRealm of Godfall.

Image Credit: Counterplay Games

GamesBeat: How many people do you have now?

Lee: For Godfall, the bulk of the game was built with 30 people. We’ve had a 36-month development cycle. It’ll be about three years by launch. In the first two years, two-and-a-half years, it was about 30 people. Then, in the last nine months, from January of this year, we’ve been steadily growing. We jumped closer to 60, and now — as you know, we have an immovable deadline. We have to ship this on November 12. Historically, we’re the first game to enter PS5 certification, the first ever in the queue. We passed through. Of course, it’s completely different from the PS4 cert queue. We’ve been happy to go gold and everything is going to push through.

We’ve grown to around 85 people, and we’re definitely growing more. We have higher ambitions than just Godfall.

GamesBeat: Did you have any outsourcers helping as well, or did you mostly do it in-house?

Lee: We did it mostly in-house. However, we did make some very strong relationships. My cofounder, Emil, is from Croatia, and we were fortunate to find two or three smaller studios that were able to help us, mostly on static meshes and art. Not programming and animation and design, which requires a lot more day-to-day iteration. But we were successful in being able to do a lot of art through outsourcing. Godfall is a huge game. There’s tons of art, tons of weapons and environments. We were fortunate to be able to work with a few other teams, mostly in eastern Europe.

GamesBeat: It must have been pretty interesting to transition through those different games, all the way from mobile games at Booyah and back into triple-A.

Lee: It was cool to experience all the different categories and all the different challenges associated with that. But for us, PC and next-gen gaming was more our core. Not only do we play those a lot more, but I see our company as Swiss watchmakers. We want to focus on high-quality craftsmanship. People don’t know the names of the makers. We’re pretty invisible, very low-profile. But we want people to acknowledge and recognize the final quality of the games. For our team, working on next-gen and PC helps us to — it fulfills the team itself. We care deeply about the genre and where the puck will be in terms of next-gen gaming.

It’s been very different, but we started small initially. We had only five people when we kickstarted Duelyst. We wanted to build confidence that we could build a multiplayer game. That one is still free-to-play, so it’s much more mobile-like. But then as we grew that team, we did well, and we reinvested the money back into Godfall.

Given our backgrounds — of course with Ratchet and Clank, it’s a third-person platformer game with a lot of stylized weapons, yet at the same time we love games that are action combat-oriented. Working on Diablo as well, we’ve always loved, since Diablo II, loot-driven action-RPGs. We felt that building a game like Godfall, where it combined third-person action combat with loot-driven action-RPG elements, plus the capability to play with your friends in multiplayer, was a compelling combination. You have a whole new world, a new fantasy world that captures the imagination. That was our goal.

In terms of the timing for next-gen, of course back when we were developing this three years ago, we didn’t know for sure if it was going to land on the next generation or the current generation, where that was going to be. A lot of that was timing and luck, where that landed.

Above: Concept art for Grayhawk in Godfall.

Image Credit: Counterplay Games

GamesBeat: Did you feel like you learned something from Booyah that applies still today? Did you bring anybody over from those days?

Lee: There are some folks from Booyah, and still a lot of folks I keep in touch with. All of us have gone many different ways. Some of us have gone to Riot. Some worked at Machine Zone. A lot of different people separated from Booyah. But the big takeaways for me — first, one of the things we wanted to focus on philosophically for the company compared to Booyah was more around the fact that we wanted to make games that focus on high levels of personal mastery. That wasn’t something we had thought about or used as a core pillar for Booyah. We started out originally by trying to take your achievements and actions and reflect that out into real life. Then we had to pivot, and we started making more mobile games. We made some Facebook games. Things moved around a lot. It was much more chaotic.

For Counterplay, we were much more narrow. We wanted to make sure that we have a set of goals that the entire team understands — what we want to do the first year, what we want to do in three years. If you ask anyone on the team, it’s clear what the product vision and the studio vision are. That’s one of the largest distinctions for Counterplay. It’s more focused, more narrow. We didn’t deviate too much in terms of our top-level strategy.

Also, we spent more time focusing on exceptionalism. The way we organize as a company is different. It was less of a top-down control system like what we had at Booyah. This company is more about earning the respect and loyalty of your peers. Making sure that all the leaders of the team not only earn their peers’ respect, but they want to follow the leader, and they’re inspired by each of the leads. It’s a different way that we’ve structured our company and how to motivate the team.

The long-term goal for Counterplay is to be self-sufficient and be here for a long time. We want to have the creative freedom to build what we want creatively, artistically, and technically. We’re not necessarily just focused on one particular genre. It’s important that our team can feel comfortable exploring new player experiences and evolving and adapting to the zeitgeist of our own personal playtime, as well as where we think the puck will be years from now. We’re not a fast-follow company. We’re much more creatively driven.

We’re more like Nintendo in the sense that we like to do a lot of R&D. We like to think about the kind of games we want to make in the future. We do plan to not just be working on Godfall and the sequels we’ll do. We want to continue to expand our knowledge base and explore a lot of other genres.

GamesBeat: How did this turn into a launch title for PS5? When did you know that the PS5 was something you were aiming for?

Lee: When we were working on it last summer, that was when I started to showcase Godfall. I had it on my laptop at GDC last year, and also E3 last summer. That was when we met with Sony. I was able to show Godfall to John Drake, before he left, and a bunch of other folks. It hit a lot of the bullet points, some of the aspects of what they would want for next-gen.

From a timing perspective, we also had the good fortune to meet with Gearbox. Of course, they had tons of experience building out action-RPGs with Borderlands. They also knew the Sony guys. The three of us converged and locked down an agreement where Sony could support us and ensure that we’d be a PS5 launch title. A lot of it was timing, and being able to fill a potential gap that all parties wanted to hit for next-gen.

Above: Valorplates in Godfall.

Image Credit: Counterplay Games

GamesBeat: It looks like you make quite a bit of use of the new controller.

Lee: We do. It’s been interesting. The final controllers, or even the sample controllers, are very limited, very secret. Being able to develop this, compounded with COVID and the limited number of PS5 dev kits — it was quite a task to even test the haptics on the controller. Testing multiplayer was even harder, because there’s almost no way for us to test a day-one launch on a new console in multiplayer. It’s been intense, to say the least.

We had to whitelist a special system so that the router will detect that the dev kit isn’t somewhere else. It has to get whitelisted by Sony. It became very complicated. We’d actually have to drive a dev kit to another person’s home and make sure it’s secure. Things that you never had to worry about before this year.

GamesBeat: It seems like that’s hard for people to understand, the advantages of using a haptic device when nobody knows what it feels like yet. How do you get that word out?

Lee: We did a sufficient job with Godfall for where we’re at, as far as the haptics. We did everything from — when you dodge and slide, the materials on the ground feel different. It also has utility in the sense that you can feel where the enemy is going to hit you. We can telegraph a ping if the enemy is off screen. You have the sensation of the clashes of the metal. You can feel what weapon you’re using without having to look at the HUD. A lot of these things add up to more of an invisible experience.

I often say that — we all know that 4K, 60Hz, all these awesome graphical features are a given for next-gen. That’s a basic expectation at this point. But it’s really about the hidden stuff. The procedural animation systems, the procedural worlds, the fact that living, open worlds can now react to you. There are more AI systems, 3D audio, haptics, things like that. It all adds up to a more believable world. Attention to detail and increased immersion are the areas we’re pushing. Haptics is just one aspect of that.

On the controller side, a lot of people are going to discover new ways to use the haptics. I have different opinions on it. I’ve used it. I like the feel of the controller. But none of us have been using it for a long time. That’s one of the factors. It’s the same with VR. How do these controllers feel after extended play, after many days and weeks of playing with them?

GamesBeat: That’s the part that sounds familiar. VR was very hard to demo at first. People just had to have it in their hands. They had to use it to understand it.

Lee: That’s right. And even the 3D audio — I’m sure you’ve tried the 3D audio demo that Sony has produced. It’s pretty impressive. There’s a lot you can do with that. But if you just tell someone, “It has 3D audio,” that doesn’t stick.

GamesBeat: As far as the kind of game you have here, there are things out there like Dark Souls. Where do you feel this one stands by itself or does something well that other games don’t?

Lee: The area that was our deepest ambition, but also the greatest challenge, was the thesis of whether we could make an action combat game that had a very good blend of skill-based mechanics, mechanical execution, but also had gear-driven, stats-driven RPG aspects. A good comparison to our game would be something like Monster Hunter World. There’s mechanical execution, there’s knowledge of the world, and there’s gear and how that can make your run more efficient and impactful.

The way we see a Souls title is something that leans much more toward skill-based, very far on that end of the spectrum. A game like Diablo is a lot more gear-driven, stat-driven, metagame-driven. For us, the challenge was that there are very few games that sit in the middle of that spectrum. It tends to be primarily one direction or the other. That was an area where we wanted to stand out, being able to have both elements in Godfall.

The other area for Godfall is the fidelity, the feel. We wanted to ensure the visuals feel immersive. That was something we pushed hard. The animations, the effects, making everything feel more filmic and cinematic was a challenge, but I think players will appreciate the detail we put into the game.

Above: Scenic view in Godfall.

Image Credit: Counterplay Games

GamesBeat: Was there anything that Sony passed on to you, or you pitched to Sony, that helped make this a launch title for the new generation? It’s a new IP, which certainly helps.

Lee: Beyond just being a new IP, it was something that could be visually stunning, that exhibits the graphical fidelity of the world. There’s a lot of room to grow the graphics, the visual target. The second area was that our game is very conducive to multiplayer and co-op. We aren’t just a single-player prestige title. We can also be a multiplayer game that you can play with friends. You can join activities using their social system, what you’ve seen in their UI. That definitely made an impact. Also, a fantasy action combat title is a solid audience market.

GamesBeat: What inspired that milieu? What do you have there that’s compelling for people?

Lee: We love both sides of the spectrum. We love games like Diablo and Path of Exile, but we also love Monster Hunter World. We love doing speedruns in Souls and Bloodborne. Again, the hypothesis was to combine those two in some fashion.

As far as the art style, the direction we wanted to go there — the way we thought about that, my other cofounder, Chris Xia, he’s from Paris, Parisian French, born and raised there, and he was inspired by a lot of French artists. We wanted to have something that felt modern, that felt luxurious and high fantasy, almost Marvel-esque. We also knew that the audience, the connoisseur audience we wanted to address, was a younger demographic than our internal age demographic. That’s part of why we skewed toward something less violent. There’s no dismemberment or blood in our game. We wanted a wider appeal with the high fantasy. We set the boundaries of what we wanted to shape and sculpt for the game, and then we started to build Godfall.

We love lore. We’re big book readers, fantasy and science fiction. We’re inspired by everyone from George Martin to Abercrombie to Brandon Sanderson. Even the Malazan Empire, Erikson. We want to build a rich, layered world, a strong IP that we can build over many years in the future. We’ve spent a lot of time thinking about how to build this IP the right way for the future. We’re trying to think about whether we can make a new user experience, with the experiences we have internally, but also making sure that it’s an opportunity that will satisfy players. It isn’t just a fast-follow game. We wanted to push the bounds of what we could do.

GamesBeat: What do you feel like you absorbed from Gearbox?

Lee: With Gearbox, aside from their internal teams playing our game and giving us a lot of feedback, a lot of their devs were involved in user research testing. They have a very robust, very meticulous user research group. There are also developers that could join and participate. We synthesized a lot of their reports. They have videos, eye trackers. They can see your emotional state, progression markers, things like that.

We would also deep dive into very specific objectives that we could work with Gearbox on. For example, we would develop our three Cs for the camera. They have a lot of experience on action combat games, and we would sit down with their designers and explore how we can make it feel good on the controller, how to do auto-locking, how much magnetism to put on the reticle, how to tune the aim curves the right way.

Our game isn’t a 1-on-1 game, where you can just target lock an enemy the way you would do in Souls. In a lot of situations, like in God of War, you might be facing multiple enemies at a time. Some of them could be behind you. Being able to communicate situational and positional awareness, as well as knowing how to intuitively make the controller feel like — it’s complicated to use two analog sticks in 3D in an action combat game, with all the different combinations of buttons that you’re trying to push. We wanted to make that as intuitive as possible. You’ll notice that there are a lot of behind-the-scenes auto-locking systems in our game. That was all the result of talking to Gearbox and working out different algorithms.

They’ve helped us from top to bottom, especially given their very deep experience in this particular genre. It’s been fantastic for us. It allows us to focus more on making the game.

Above: Slicing and dicing in Godfall.

Image Credit: Counterplay Games

GamesBeat: What are your hopes or expectations for the launch?

Lee: This one, even for us and for Gearbox and everyone else — it’s so challenging, because there are so many variables, from the potential variance in supply to how people might purchase at retail this year. All the numbers we’re getting are very positive, but it’s hard to tell. There are too many factors in play for us to know. For every developer, I think we all degree that the real work begins on November 12. This is the quiet before the storm. We’re all ready and bracing to deal with any sort of player-related feedback and issues, focusing 100 percent on that stuff. Everyone’s ready to hit the ground running. It’s going to be intense.

GamesBeat: What would you say you’ve learned about making a PS5 game that other developers might find helpful?

Lee: From a learning perspective, the ability for us to use Unreal has been tremendously helpful for us to be able to launch on both platforms effectively. If we were home-rolling our own lightsaber, it would be extremely challenging for us.

GamesBeat: What are the things that could define this next generation? When you look back, it’s easy to see things like Sony and its story-driven games, from the Uncharted series to the Last of Us and God of War. It felt like that was the definition of a next-gen game on the PS4. Looking forward, what do you think is going to define the PS5?

Lee: Going back to what I touched on before, it’s going to be less about the hard quantitative aspects, teraflops or load times. The difference is that developers are going to spend more time now — the tools available today, with Unreal and all the other third-party options — having worked on PS2, for example, working on all the weapons in Ratchet for example, there’s a lot of context switching you had to do. You had this goal of creating a certain weapon. You knew how it was going to look and how it should feel. But then you realized, “I have to spend all this time in assembly, writing the code to bring that idea to fruition.” In some cases it wouldn’t end up being what you wanted, and you wasted a lot of time.

In contrast, now, all that stuff is a lot easier. What you want to do — it’s like the way you want your hand to move. It just works. Things are much easier to develop. As a result, now there’s a lot more free time for the developer to think about other areas, like procedural systems, procedural animations. The worlds are going to get bigger. They’re going to get more complex and dense. How can you scale the content in a way where it’s not just an endless cycle, where you have to hire so many people to brute-force a world? What are ways we can procedurally generate systems, in the same way that Guerrilla did procedural placement of trees and foliage?

The next-gen open world design will be more around dynamic, living worlds. The world will adapt, be shaped, and react to you as a local participant, rather than everyone experiencing the game exactly the same way. People can still have a common experience playing a game, but your individual experiences will be different. When you played Total War: Romance of the Three Kingdoms, we all started out by defeating the Yellow Turbans, but by turn 10, the state of your game and my game — based on the decisions we made, we would completely alter the state of China. That’s going to be where it’s going to get more interesting, where things are more dynamic.

Finally, I think that the next-gen design is going to be more about believable worlds, where you’re really immersed. You can say, “For the first time, I really feel like I’m in combat. I can feel the ring of my sword. I can notice details about the armor that I just haven’t seen before.” If you pay attention, you can feel these things. The world is much more deeply immersive, because we have more time to focus on those areas where we couldn’t before.

Above: Godfall up close.

Image Credit: Counterplay Games

GamesBeat: As a developer, that sounds like it would be intimidating, to think of all the things the next generation can do.

Lee: It is intimidating. You now have more cycles to focus on these, but that expands with your time and what you have. We still have to pick our battles. But the good thing is we aren’t as constrained by performance, by technology, by other things holding us back. If we have a design idea that we want to prototype and create, we can stand it up so much more quickly and get it in the hands of other people. We have more cranks on the wheel to iterate. Ultimately, it’s all about time.

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