For a man charged with following up the million-selling Elder Scrolls IV: Oblivion, Todd Howard is impressively calm and confident. Dressed in a casual polo shirt and a pair of jeans, he looks loose — perhaps even excited — as he prepares to take the wraps off the long-awaited next chapter in a revered, decade-old PC role-playing franchise. In fact, his only perceptible weakness seems to be his voice, which is raspy and a bit hoarse as he addresses the question we all have: “Why the f*** are [we] making Fallout?”

Having spent the past decade on the cobblestone streets and castles of The Elder Scrolls, perhaps Howard and his team were simply ready for a change of virtual scenery. But Howard’s response is far more exciting for Fallout fans.

“It’s the kind of game we really love,” he tells us. “The world itself — the tone of the game — is what we fell in love with.” Indeed, Howard adds, everyone at Bethesda appreciates the franchise, and the studio has toyed with the idea of tackling the third installment since original developer Black Isle shipped Fallout 2 in 1998.

So when the rights became available in 2004 following the demise of both Black Isle and publisher Interplay, Bethesda got serious and purchased the IP. Howard and his team have been working on it in earnest ever since, and with Oblivion and its expansion pack now in the studio’s rearview mirror, they’re trading The Elder Scrolls’ thick forests for Fallout ’s desolate post-apocalyptic wastelands.

AGE OF IRONY

Never played the series before? The Fallout games’ role-playing setup rolls out in a post-nuclear version of the 1950s idea of the future — think silver robot men and flying saucers. Loaded with ironic humor (including a mascot of sorts named Vault Boy [shown at left], whose image is plastered on your personal computer and weapons, smiling and winking enthusiastically despite the ubiquitous death and desperation), the first two Fallouts were isometric 2D titles rife with comically over-the-top violence, brash profanity, and even prostitutes.

In Fallout 3, you’re a baby born in the late 21st century inside Vault 101, a sealed sarcophagus of a fallout shelter that no one ever enters or leaves. From this first-person starting point, you’ll spend the first few hours of gameplay fast-forwarding to age 10, 16, and finally 19. All is well until one day you wake up and your father, voiced by Liam Neeson, has vanished. Intent on finding him, you too sneak out of Vault 101, emerging on a hill above the decimated Washington, D.C., area marked by a pre-war “Scenic Overlook” sign (oh, the irony!).

YOU LOOK FAMILIAR

Following an initial “dungeon” where you create and define your character through stat-tweaking and some virtual cosmetic surgery, you’ll emerge into the outside world for your first “holy cow” moment — the scenery.

“Destruction is the new trees,” Howard claims, revealing the new post- Oblivion motto of Bethesda’s art team. Some things are obviously different between these RPGs — such as the hollowed-out buildings replacing 100-foot redwoods — but Fallout 3 looks and feels like a game built on the lessons learned from Bethesda’s 2006 juggernaut.

While Fallout 3 is at its most basic level very similar to Oblivion in that both are large, free-roaming RPGs where you can go where you want and do whatever you like in a number of camps, towns, and cities, Bethesda is cramming Fallout with fewer NPCs — around 300 compared to Oblivion’s 1,000. Still, it’s paying more attention to each of those 300 NPCs, and Oblivion’s Radiant A.I. system has evolved, making their actions and routines feel more natural and less random. Better still, Bethesda’s hiring 30 to 40 voice actors to breathe life into their personalities — a clear step up from Oblivion’s cast.

The graphics have also undergone the developer’s knife, yielding much more natural faces for each of the NPCs, a seemingly better framerate, and improved loading times.

SPARE ANY CHANGE?

One key element of Fallout 3’s gameplay should definitely strike a chord with roleplayers raised on Oblivion — a distinct ending. Though Fallout 3 harbors multiple conclusions — likely between nine and 12 — “it’s crystal clear when it’s about to end,” promises Lead Designer Emil Pagliarulo. Bethesda is targeting 20 hours for the main quest and another 20 in side quests, albeit with a large amount of replayability thanks to the wealth of good, neutral, and “jerk” dialogue choices.

Strangely, it’s the “neutral” option that you should pay attention to. Bethesda insists that Fallout isn’t some mere riff on Knights of the Old Republic — don’t expect clear-cut light- or dark-style campaigns. Instead, sometimes you have to play nice, sometimes you have to be a tool, and sometimes you just have to take the middle ground in order to survive the harsh game world. Your choice of words will affect your reputation and, ultimately, which ending you get.

Oblivion and Fallout show other differences in Fallout 3’s creature-leveling system. In Oblivion, any monster you faced would scale within range of your character level, meaning you could enter the same dungeon at level 1 or level 30 and face different foes each time, having an equally challenging time either way. Some fans complained that this never allowed you to feel like you were clearly in a place you didn’t belong, and conversely, you never got to savor the fruits of your level-grinding labor.

Bethesda was listening the whole time. Fallout 3 sports a more traditional monster-level system, where a rad-scorpion will always have the same amount of hit points no matter what level you are when you fight one. Why the change? Because, Howard admits, “kicking ass is fun.” And your hero will earn a new perk for every two levels gained (the level cap is 20), gifting you with the occasional new ability — for instance, we’re told the icky “corpses eaten” stat we saw on a loading screen ties into a perk.

AIMING TO PLEASE

Naturally, don’t expect swords and shields from Fallout ’s post-apocalyptic wasteland. Do expect guns — lots and lots of guns. But don’t panic: Bethesda’s not going the first-person-shooter route! Combat depends less on where you aim and more on your character’s stats and the condition of the weapon you’re holding. It also cleverly blends real-time features with the original Fallout ’s turn-based battle system. Pressing LB pauses the action and zooms in on your target, highlighting specific body parts and your odds of successfully targeting each “action point” using V.A.T.S., the Vault-Tec Assisted Targeting System. We watched Howard pinpoint a sewer-dwelling Super Mutant’s foot with a rotting AK-47 he’d repaired using the spare parts from a duplicate he’d scavenged. The shot connected, causing the eight-foot monstrosity to stumble. Aiming for his head the second time out proved sweet and fatal, triggering a fountain of blood and causing one of its eyeballs to roll down the incline toward us. “Did I mention that this is rated ‘E for Everybody?’” Howard joked.

Wounded in the fight, Howard wandered into a nearby bathroom and, despite our nauseated pleas, drank from the filthy toilet for a health boost — and a small spike on his radiation meter thanks to the nuclear-tainted H2O.

“It’s actually safer to drink this since we’re underground and it’s not as toxic,” Howard said matter-of-factly. But if you drink too much contaminated water, you’ll actually negate its positive effects and lose hit points.

GRAND FINALE

While the rolling eyeball got a giggle out of us, the undisputed highlight of Howard’s presentation was the Megaton quest. After leaving Vault 101, Howard walked his character to Megaton, a town built in the crater left by an intact atomic bomb. Entering through the scissored airplane wings serving as a gate, he was greeted by the town’s sheriff, the cowboy hat–wearing Lucas Simms. After insulting him with “Nice hat, Calamity Jane,” Howard wandered into Moriarty’s Saloon and met Mr. Burke, a man intent on detonating the dormant bomb some townsfolk worship, still active in the center of Megaton.

Though the final game will offer you the choice to instead tell the sheriff about Burke and trigger an entirely different questline, in this demo Howard agreed to help Burke, rigging the bomb with a detonator and making his way to the roof of the Galaxy News Radio building some ways away in downtown D.C., a safe distance from the impending blast radius.

Meeting Burke, we watched the bomb detonate — the screen went from black to blinding white before a mushroom-cloud fireball engulfed the horizon and wiped Megaton from the face of the earth. Whoa…End demo.

NUKING EXPECTATIONS

In a 360 world where Oblivion continues to rule the RPG roost, Fallout 3 certainly feels like a younger, more assured sibling learning from its big brother’s mistakes. Having a wicked sense of humor and a decidedly more compelling backdrop for its rich cast of characters certainly won’t hurt its chances at the RPG throne on 360. Perhaps that’s why Howard seems so cool and collected: he knows when he’s got a winner on his hands.