Rockstar just released the first trailer for its upcoming title L.A. Noire, which we revealed back in our March cover story. If you missed seeing it before, we're running the feature here in its entirety. Check it out to learn more about the setting, characters, and the mind-boggling technology that developer Team Bondi is putting to use.


No word better describes Rockstar Games. In the nine years since the release of its open-world crime epic Grand Theft Auto III, which stands among the most influential and successful games ever released, the company has used its GTA war chest in pursuit of games that few other companies in the industry would even attempt. From the brutal, violent stealth of the controversial Manhunt to the charming comic mischief of Bully, Rockstar continually digs deep into the history of pop culture and film for inspirations beyond the usual fantasy, military, and sci-fi clichés that fuel much of the industry’s output.

Despite courting controversy both outside the industry and within, it’s hard to argue with the results. The company’s games have exhibited enormous scope and unparalleled production values. When Rockstar offers you a chance to get a behind-the-scenes look into what they call their most ambitious title to date, you say yes.

Though L.A. Noire’s existence has been known for several years, facts about this title have been as hard to find as clues to the seedy murders that L.A. Noire’s protagonist, Cole Phelps, unravels throughout the course of the game. After seeing the game and the development process in action, it’s clear why the publisher has been so secretive. Team Bondi, the studio behind L.A. Noire, has set the bar almost impossibly high with this game. It’s not only creating the largest, most detailed open-world game to date, it’s attempting to resurrect the long-lost Los Angeles of the 1940s while adding an engaging new adventure-style investigation system to the familiar drive-and-shoot gameplay model. Oh, and along the way the company is pioneering some groundbreaking new technology that it hopes will forever change the way video games are made.

Filming Noir

Walking into a nondescript building in Los Angeles, I’m introduced to Team Bondi’s game director Brendan McNamara, who is wearing a headset microphone and quietly overseeing a buzzing scene that more resembles a Hollywood film production than a game studio. The soft-spoken Australian seems fairly relaxed considering his team is entering crunch time on his first major project since he shipped the PS2 gangster hit The Getaway in 2002. Numerous Rockstar and Team Bondi staffers are scuttling around, shuffling between the various rooms in the spartan warehouse facility.

In one room, Australian actress Erika Heynatz (famous as the original host of Australia’s Next Top Model) is sitting down for hair and makeup in a room filled with mirrors and hair dryers. Her hair is meticulously coifed into tight, elaborate buns and covered with a hairnet in the classic ‘40s style.

After some introductions, McNamara takes us to the heart of the operation: a soundproofed white room that feels like a lost set from the film 2001: A Space Odyssey. Heynatz sits in a chair as makeup artists make last minute adjustments to her hair and cosmetics. Surrounding her is complex scaffolding equipped with 32 stereo-matched cameras and assorted microphones that will capture her image from every possible angle.

Once up and running, the actor interacts with the director through a monitor posted directly in front of her head, getting the crucial line prompts and feedback on the performance. Once completed, every detail of the performance – dialogue, expression, eye movement, even makeup details like black eyes or burns – are directly pipelined into the game with no involvement from animators. In this way, L.A. Noire represents a total break with conventional game development and animation. Instead of recording dialogue, animating, and performing motion capture as separate steps of the process, Team Bondi (using technology developed by its sister company Depth Analysis) is capturing human performances just as a filmmaker would – except instead of generating movie footage, they come away with fully animated 3D models.

It’s a tremendously advanced process – Depth Analysis’ Oliver Bao, head of research and development, reveals that the company’s Australian facility is equipped to store 200 terabytes of capture data – but one that allows them to work more quickly than with traditional hand-animation techniques. “That’s the great thing about this system, there’s very little human interaction,” Bao observes. “Traditionally, one minute of facial animation could take a couple of animators a month. The idea is that we can mass-produce. We can produce about 20 minutes of final footage a day, and it’s seamless  – I don’t even have character artists or animators working with me.”

For McNamara, it’s perhaps the most crucial aspect of L.A. Noire, because the game features an unprecedented volume of spoken lines, encompassing a script of around 2,000 pages. To put it in perspective, the average hour-long television show has about 50 pages, and a longer feature film’s script would be 200 (approximately one page per minute of running time). With these new tools, Team Bondi can produce results that are both faster and vastly improved over games of the past.
“We hadn’t had really good results with motion capture, using facial markers and all that,” McNamara recalls. “I’d been doing some research in the U.K. for a number of years on how you could do capture without markers. What we wanted to do was capture the exterior of people instead of the bones. What we have here is the final end of that process, where you put an actor in the chair and as we record it’s instantly turned into 3D. We think it’s pretty significant. The great thing about that is we think that the whole uncanny valley thing is out the window, because you can see people in the game and literally lip-read what they say.”

Seeing side-by-side comparisons of the actors with their in-game likenesses, it’s clear McNamara’s technical team (staffed mostly by Team Bondi’s sister company Depth Analysis) is treading new ground in terms of facial animation in games. At first, it’s almost eerie. From hair to the slightest raise of an eyebrow, the facial models are virtually indistinguishable from the real thing. “The actors are weirded out at first – everyone’s used to seeing themselves in 2D,” McNamara reveals.
Since the physical performance and dialogue reading are done at the same time, lip synching problems are non-existent, allowing the player to finally react to the characters as real actors in a way that even games like Uncharted 2 or Mass Effect haven’t achieved.

“Even the [games] I look at now that are great, there’s something about [the characters] that makes me think of a goldfish,” McNamara comments. “You have a million years of evolution that tells you how to read faces, so you just have to see one thing and it throws you off. With this game, it’s a line in the sand – before and after. That’s what it feels like to me. We used to do that; now we do this. In the end, we want you to interact with this and you don’t even ask the question ‘Is this real or not?’”[PageBreak]

A Cast of Hundreds

This new way of working allows Team Bondi to work much faster, but it also brought about a host of new challenges. For one, since every character – from the protagonist to the last random pedestrian – had to be fully voiced and animated, the casting and capture process has grown to epic proportion. Right now, there are well over 300 actors and actresses being used in L.A. Noire.

The most notable of these is Aaron Staton, who plays lead character Cole Phelps. Best known as Ken Cosgrove in the acclaimed AMC series Mad Men, Staton is tasked with embodying the emotional core of Team Bondi’s epic noir saga. Speaking with him as he prepared for some test takes, the actor, a lifelong gamer, seemed enthusiastic about the project.

“Yeah, I’ve played most of [Rockstar’s games]. I played all the Grand Theft Autos. My favorite was Vice City. As far as open-world games, or anything with a story, in the past, I’ve usually skipped the cutscenes to go into the gameplay. Which is a funny thing, but I’m just being honest,” Staton observes. “[This game] is about trying to enhance the experience and bring those two together into a singular experience, rather than two separate things, where you’re playing, then you put the controller down and watch.”

The sterile confines of the recording unit present a challenge to even the most experienced actor. “I was in there for about an hour and a half, and this is my second day,” Staton says, “but my initial impression was that I’d never been in a completely soundproof room. That I realized once the door closed. It was just ‘whooooosh’ when it shut…The acting part of it is a strange thing. I have to rely on [the directors], because you’re sort of limited. You can only move side to side to 45 degrees. Within that, there is a lot of freedom, but it’s finding what the boundaries are and defining them so I can relax and feel comfortable within it.”

To help get natural performances from the actors in this unnatural environment, Team Bondi has hired veteran director Michael Uppendahl, who had previously worked with Staton on Mad Men.

“I try to stage people in a way that I think is lively and helpful to the story,” says Uppendahl. “I try to monitor the performances to make sure we’re getting the human element that’s going to make it compelling and interesting.”
For McNamara, who wrote a majority of the game’s script, Uppendahl’s assistance has proved invaluable, allowing them to quickly move through the reams of dialogue that must be recorded each day.

“We don’t cut until we have something that feels real. That’s the benefit of having Mike,” says McNamara. “If I try to explain something, I always explain the whole bloody 5,000 page story. Mike can cut through that because he works with these guys a lot. He knows what two words will get them to the right place. I’ll go ‘Well it’s blah, blah, blah, blah, blah” and then he’ll say, ‘Louder!’ and it works. [Laughs] The convergence of media is a big thing for me. People have talked about it for a long time, but my skills are converging with Mike’s skills and Aaron’s skills and vice versa. We are somehow getting what we want out of that.”

Reading Faces, Solving Cases

Technology for technology’s sake is one thing, but in L.A. Noire Team Bondi’s impressive new techniques aren’t just there for window dressing. It’s a core building block of the game itself.

L.A. Noire is not GTA in 1940s drag. The game revolves around real police work: interviewing suspects, collecting data, and piecing together the facts to reveal the truth. To do that, you have to be able to read faces and decide whether or not you’re being lied to – something only possible through the stunningly realistic facial capture Team Bondi has worked so hard to accomplish.

“It’s obviously cool technology, but the key thing for us is that when you’re interrogating someone, you can read their face and tell if they are lying,” McNamara claims. “That’s a key component of the gameplay.”
Producer Jeronimo Barrera considers L.A. Noire “an adventure game that plays like a GTA.”

At the beginning of our demo, Phelps and his partner Stephan Bekowsky pull up at a freight yard to check out a report on an abandoned car. Something fishy is going on. Phelps inspects the scene, noting that the car’s interior is drenched with blood. Nearby is a bloody pipe, which seems to suggest foul play. A street cop on the scene tells us the car is registered to a Mr. Eugene White, who has been reported missing.

Walking around, Phelps gathers more clues from the scene, showing off another of L.A. Noire’s important features. Instead of finding simple items that sit on top of tables with an otherworldly glow around them, this game forces you to use your powers of observation to gather information. Thousands of period items have been fully modeled, and can be manipulated by the player. Near the car, Phelps sees a pair of broken glasses and a wallet. Opening the wallet, he pulls out the various cards and photos, jotting down White’s address while noting a picture of White and his wife in happier times and the name brand of the glasses. Phelps picks up the bloody pipe, rotating it around to view the inscription “Instaheat.” Elsewhere, he sees a receipt for one live pig purchased by an A. Hogan.

All this data is recorded in the player’s notepad, which serves as an information hub for all your investigations. All locations, people, and facts related to a case are stored there, allowing you to access it instantly during an interrogation. The more facts and evidence you gather, the greater your options will be during an interview.

After a conversation with a worker who reported the missing vehicle, Phelps leaves the scene to go to the address found in the wallet, Eugene White’s residence. Elizabeth White meets us at the door. The sequence that follows gives us our first glimpse of how L.A. Noire’s animations, writing, design, and attention to detail combine to form a gripping gameplay experience.

After inviting him in, a clearly concerned Mrs. White shows Phelps to the living room. Phelps informs her that her husband appears to be missing, and that foul play is suspected. In her reaction, we see the real power of Team Bondi’s digital filming process. “I knew something was wrong when he didn’t come home!” she exclaims, furrowing her brow and darting her eyes in panic. It’s real fear we see in her face – a truly human performance by a human actress. Compared to this, even the best game animation seems plastic and stilted.