When I think of Retro Studios today, I think of a veteran game developer that Nintendo can trust with virtually any of their intellectual properties. A developer whose upcoming project could literally be anything from a Star Fox racer to a brand new IP and it wouldn’t change the fact that I’m going to be excited about it. Their reputation precedes them. From Metroid Prime to Donkey Kong Country: Tropical Freeze, you’d be hard-pressed to find a title that Retro has worked on which was anything less than great.

To put it simply, Retro Studios carries a damn big stick but it wasn’t always this way. Before Retro made a name for itself by reinventing the Metroid franchise, the studio had a much different reputation. Retro was known to have harsh work environments, project cancellations, and massive layoffs. Things got so bad that Nintendo considered closing down the company right after Metroid Prime. It’s this transformation from ugly duckling to beautiful butterfly that makes Retro’s history so compelling. This is the story of how that unlikely Texas-based studio created one of the most transformative games of its generation and in doing so solidified its place as a beloved Nintendo staple in the gaming landscape.

Blood, Sweat, and Dinosaurs

The end of the SNES era was a particularly interesting time for Nintendo. After playing the role of the unstoppable gorilla for two generations, the company suddenly found themselves assuming the position of the lowly plumber, struggling to make his way up to save the Princess. The home console market was becoming fiercely competitive and Sony’s decision to throw their hat into the ring was the final straw needed to push Nintendo into the uncomfortable position of having to play from behind for once.

With more consoles to choose from, gamers no longer had to play by Nintendo’s rules if they didn’t want to, and many were instead deciding to switch over to the Genesis or PlayStation. No example is more notorious than with Mortal Kombat, an arcade fighting game set to be published by Acclaim Entertainment in 1992 for both the Genesis and SNES. Due to Nintendo’s “Family Friendly” gaming policy, the SNES version had to replace all of the red blood in the game with blue sweat and many of the gore-tastic fatalities the series is known for were toned down significantly. It was decisions like this which caused many to believe that Nintendo was focusing on a much younger demographic than their competitors.

So as Nintendo was making preparations to launch their next console, the company made it a high priority to produce a larger selection of mature content for the N64. To do this, they went straight to their third-party publishers, one of which was Acclaim, the same publisher responsible for Mortal Kombat on the SNES. Nintendo approached Acclaim and proposed an exclusive first-person shooter project that would ideally launch alongside the N64 in 1996. Acclaim agreed and gave the project to Iguana Entertainment, a development studio they had recently purchased the year prior, and thus Metroid Prime was born. OK, we’re not there yet, but I’m sure you can see the dots beginning to connect here.

A man hunting a dinosaur. This is the kind of content Nintendo was craving for their home consoles.

The game would wind up becoming Turok: Dinosaur Hunter, a title that missed the launch window of the N64 but still managed to make waves as a mature and technically impressive FPS on a Nintendo console- just what Nintendo was hoping for. It sold well and got rave reviews, but the most important thing that Turok accomplished was getting Nintendo to believe in Iguana Entertainment and more importantly, the studio’s founder: Jeff Spangenberg. Nintendo was beyond thrilled with Turok and work began on a sequel immediately. But before Turok 2 ever completed development, Spangenberg’s relationship with Acclaim, and in turn, his relationship with Iguana, suddenly ended.

Spangenberg had found himself ousted from a company that he helped create, but his unceremonious departure seemed to be the last thing on his mind. Nearly the second he set foot outside of the offices of Iguana, Spangenberg began making preparations for a new studio. On October 1st, 1998, Spangenberg, alongside a group of guys from Iguana, founded a new video game development company called: Retro Studios.

Going Retro

Initially working out of Spangenberg’s own home, Retro quickly realized they were going to need some serious help. They wanted to become the next premier game studio and fast. Thankfully, Spangenberg had made a wealth of connections during his time at Iguana. The most influential of which, were the higher-ups at Nintendo of America.

It seemed like a match made in heaven. Nintendo had believed that the Turok project was a major success- a project that was completed by the previous company Spangenberg founded. So when he pitched the idea that Nintendo should invest in his new company, they agreed, and Retro became officially affiliated with the house of Mario. A rarity in partnerships that was not to be taken lightly. In return, Retro would make exclusive content for the GameCube that would once again target an older and more mature demographic.

Out of the 4 games that this rookie studio began working on (yup you read that correctly. 4) none of them were Metroid Prime. Instead, the company chose to tackle a breadth of genres that was sure to appeal to a wide range of older demographics. There was Thunder Rally, a Twisted Metal killer with a heavy emphasis on online multiplayer. Action Adventure, a third-person action-adventure set in a post-apocalyptic space setting. Ravenblade, an ambitious RPG attempting to reinvent the whole genre. And last was NFL Retro Football, a Madden-style Football game that made heavy use of the brand new half-a-million dollar motion capture studio that Nintendo was happy to foot the bill for.

Nintendo hoped that Retro would utilize their new motion capture studio to create a Madden killer for the GameCube.

To say that Retro was overly confident in their abilities may have been an understatement. The early days of video games were filled with these types of starry-eyed developers who wanted to push the boundaries in every direction simultaneously but rarely were they given the freedom to do so. Being directly affiliated with Nintendo gave Retro Studios the freedom to do exactly that.

For the most part, the relationship that Retro’s staff shared with their new Japanese partners was one of mutual respect. Nintendo stayed out of Retro’s hair, allowing them to cultivate their own unique culture, practices, and beliefs. As a result, Nintendo would ideally get great gaming exclusive for their platforms. But that doesn't mean that Nintendo treated Retro with complete autonomy. There would occasionally need to be a check-in or deadline ensuring that the company’s untested investment was justified.

It was during the first of these check-in visits that gave Shigeru Miyamoto a chance to play the role of taste-maker on behalf of Nintendo. “It was like the Emperor visiting the Death Star” is how one employee described it. Darth Miyamoto stormed the offices of Retro Studios accompanied by the future president of the entire company: Emperor Iwata. Their presence spread fear and dread within the hearts of employees, and once Miyamoto got a good look at everything Retro had accomplished thus far- those fears were being more than realized.

“So basically what happened on their first visit — it was a bloodbath,” ... “[They] hated everything that we were doing. We weren’t developing games in their philosophy. It was a huge cold splash of water in the face.”

The visit could only have been described as a disaster. In Nintendo’s eyes, the company had invested heavily in what they had hoped would simply be “Iguana Entertainment 2.0”, but what they got instead was a group of extremely talented individuals designing super ambitious projects but with a severe lack of team experience.

None of the games Retro had to show seemed particularly exciting to the reps from Nintendo, but, at the very least, Miyamoto believed that the Action Adventure project had some promise. Not much of the game was actually playable, but the fact that the title revolved around futuristic female protagonists shooting bad guys and generally “kicking butt” in the third person, appeared to be shockingly similar to another badass heroine Nintendo was intimately familiar with. One that they didn’t really know what to do with at the time. It was at this point that Miyamoto looked up at his discouraged colleagues and asked a question that would forever change the course of Retro’s history: “What about Metroid?

Blessing or Curse?

Shocked. Retro Studios was all but calm when they heard the new proposal from Nintendo regarding the Metroid license. It was probably hard not to feel honored by their trust given the fact that Retro had yet to release a single title, but with great power beams, comes great responsibility.

“There was a lot of banter when we started Metroid Prime, particularly on the internet, on how a rookie North American dev company could get such an important franchise. And we really wanted to make sure we didn’t disappoint the fans.”

In order for Retro not to disappoint, the studio would need to put some of their best minds on the Metroid project. This would prove problematic since although the company was around 120 employees, working on 4 games concurrently had spread their resources fairly thin. It was at this point that Action Adventure, a game that was so early in development that it never got a proper name, was canceled to make way for Metroid.

While the Thunder Rally, Ravenblade, and Retro Football teams struggled to rework their designs to better fit Nintendo’s development philosophies, the Metroid team was faced with the more daunting task of having to maintain the heart of a franchise Retro had never worked on while adding a dimension Samus had never been to.

Thinking about what a Metroid title might look like in 3D spurred heated discussions that spanned across both Retro Studios and Nintendo. The majority at Retro were biased towards the third-person perspective. For starters, it was something they understood very well. Not only did the now-scrapped Action Adventure prototype run in third-person, but the company had just recently helped Rare on their own third-person shooter project, Jet Force Gemini. Even if we set aside the general "comfortability" that Retro had with third-person game engines, many of their designers just flat out believed that it was the only possible way to bring Metroid into 3D. Miyamoto disagreed.

“I almost didn’t want to be on the project of it wasn’t [third-person]. And one of the things that NCL had talked to us about -- and Mr. Miyamoto was heavily involved with Metroid Prime 1, and at the time Miyamoto felt that shooting in third person was not very intuitive.”

Retro would ultimately come around to this idea, conceding to the fact that one of the main themes of the Metroid franchise was exploration, and by far the easiest way to explore a 3D world was in the first person.

The majority of the game was developed in this back and forth manner. Retro was in charge of the engineering and art, Nintendo handled the music, and they both shared the responsibility of design. Often times Retro would make a decision like putting Samus’s morph ball on the chopping block and Nintendo would later return and insist they find another way. On occasion, the two would find themselves completely in sync, like when they both agreed to keep backtracking to a minimum. And of course, sometimes Miyamoto or his co-producer on the project, Kensuke Tanabe, would suggest making an addition that appealed more towards their Japanese audience, as was the situation with the scan visor. It seemed that the Metroid team was finally starting to gain some traction when it came to working together with Nintendo, but the same couldn’t be said for the rest of the company.


Originally, I was going to go through each of Retro’s projects and explain, one by one, how they failed to meet expectations, but that all ended up sounding like different parts of the same song. For all of the positives that Retro had going for them, it was somehow all being mismanaged into oblivion.

“Every project at the studio was late. Everything was under performing, People, I think, were just trying to figure out, ‘What do we do? How do we milk a stone?’ more than anything else.”

It became clear that Retro Studios was becoming more and more of a risk that Nintendo was no longer comfortable taking. Especially now with one of their own franchises on the line. The status quo was destined to change.Thunder Rally? Canceled. Raven Blade? Canceled. That football title with the half-a-million-dollar mocap stage? Oh, you bet it was canceled! But in all seriousness- it was an incredibly dire time for the company. All of the cancellations forced Retro to suffer through multiple rounds of layoffs. Morale quickly dipped, higher-ups became obsessed with micromanagement, and full-time crunch was the expectation, not the exception.

“We had the worst morale. It was awful. We were just all beat down. We were just abused dogs“

To make matters worse, Spangenberg began playing the role of the absent owner. Making appearances only on rare occasions such as to announce more layoffs or to shut down a decision he disagreed with despite not taking part in any of the previous deliberations. He was becoming a headache for the rest of the staff, and when Nintendo caught wind that Spangenberg was hosting a lewd website called “Sinful Summer” from Retro’s own IP address- they were fed up with him as well. Playtime was over. Nintendo bought out the rest of Spangenberg’s shares for 1 million dollars making them the majority shareholder of Retro Studios. As a result, Spangenberg was replaced by the VP of product development, Steve Barcia, and Nintendo was free to do what they want with the company. Even if that meant shutting it down.

That was actually in the cards at one point. Nintendo had lost so much faith in their original investment that they heavily considered closing the doors of Retro Studios following the launch of Metroid Prime. A game that was all but doomed, right? How could quality game development possibly be taking place at a company in the midst of so much turmoil? It was Retro’s fifth project since the company formed, and the only one that had not yet been canceled in disgrace. It is almost unfathomable to believe that Prime could be anything but terrible.

The Hottest Fires

By the time 2002 rolled around, cancellations, management changes, and layoffs had completely transformed Retro. The studio’s culture became one of fear and uncertainty with many employees choosing to openly work on their resumes in the office. Despite all of this, obligations were obligations. A Metroid game was on the line and Nintendo wanted it ready by the end of the year.

It was a herculean task, and I wouldn’t have blamed anyone for not believing in a studio that's gone through this much hardship, but the story of Metroid Prime is pretty much the quintessential story of the underdog, and I think that played a large part in motivating a beaten down staff forced to crunch for 9 months leading up to release.

‘Fuck all the people doubting us. We’re going to do this,’’’ ... “We weren’t doing it for the studio. You don’t feel allegiance to a studio that fires three-quarters of your friends. For the team, we were going to get this done. We were going to show everyone that, as a team, we can pull this together.”

By adopting an attitude of sheer determination, Retro Studios was finally able to complete one of their projects. On November 17, 2002, Metroid Prime was released into the world. The game was a major success. Financially, it surpassed the lifetime sales of any previous Metroid title and quickly became one of the best selling GameCube games ever. Critically, journalists drooled at an innovative experience that utilized a gameplay foundation typically associated with first-person shooters but placed a heavy emphasis on exploration instead of simply killing things. Super Metroid may have helped to define the genre as a whole, but Prime was the first real representation of what Nintendo was calling the “first-person adventure”. It was the highest-rated game of 2002.

To put it lightly, both Nintendo and Retro were thrilled. Metroid Prime was a hit and would eventually prove itself to be a major turning point for the Metroid franchise as a whole, but while releasing a smash hit game might have kept talks of company closure at bay, Retro Studios had taken a long and arduous road to get to this point, and a journey like that leaves more than a few scars.

One employee described Retro at the time as having “some of the worst working conditions in the world”. It was clear that things needed to change. Spangenberg had let the studio run wildly out of control in the first place, but his replacement had made things only marginally better.

So Nintendo decided that it was time to once again restructure the company by replacing Barcia with one of their own: Michael Kelbaugh. Kelbaugh was a Nintendo vet, having worked for NoA for 15 years up until that point. During his time at Nintendo, Kelbaugh played a big role in testing almost all of the previously released Donkey Kong titles- an experience that would become vital later on in Retro’s history. He was meant to change the company culture. To begin “righting the ship” if you will. And although some employees saw this as a hostile takeover by Nintendo, others hoped in a brighter future for the company. Regardless of opinions, there’s no denying that the replacement of Barcia with Kelbaugh was the start of the formation of the Retro Studios we know today.