The original Prey was an inventive and fun first-person shooter that released on the Xbox 360 and PC early in the 360’s Life Cycle after a very long history of development. But Human Head worked hard and released one of the better shooters of the generation. They went right to work on the sequel which was going to be far larger than the original Prey.
New main character, open worlds to explore, dynamic AI which reacts to your actions and amazing Science Fiction worlds…..it was going to be a fun time. But it was sadly scrapped in late 2012 with Bethesda most recently making this comment about Prey 2.

Bethesda marketing VP Pete Hines talked to GameSpot at QuakeCon about the game and explained why it was canned.
“I mean, honestly, it’s really not that complicated,” Hines said. “It hit a point where it wasn’t shaping up to be what we wanted and there didn’t seem to be a clear path to get to where we thought it needed to be. We decided the best thing to do was just to not proceed. That’s just it.”
Hines added that he doesn’t think Bethesda will ever go into more details about the situation, as it’s all in the past and developer Human Head is working on other projects now.
“I don’t want to go through and talk about stuff like, well, he said this and we said that,” Hines explained. “I want those guys to have every success and to not have to keep bringing up this thing. Games get canceled. It happens. Marriages go bad. It happens.”
Despite not wanting to bring up the past, Hines did contact Human Head co-founder Chris Rhinehart before Bethesda revealed the new Prey at E3. He wanted to give Rhinehart a “heads up” on what was going to happen.
“Again, I want him to be able to do his job and not have to worry about explaining or defending anything,” Hines added. “It didn’t work out.”

This sounds like development was a simple cut and dry “Didn’t work out”….but there is a lot more to the story than this. Lets take a look into the darker side of Bethesda and how Human Heads promising sequel ended after some really horrid business actions.

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Prey 2 – Bounty Hunter Exploring Space & A New Start

Prey 2 was announced a few years after the release of the original Prey on the Xbox 360 & PC and it was stated that the game would be far different; new main character, new setting and it going open world. This sounded like it would be far removed from the original game but elements like the gravity technology used in the original and the story continuing but with a new character connecting the sequel to the original.

During E3 2011, Human Head showed the game off to a number of gaming outlets and it looked very promising.

https://www.youtube.com/watch?v=GAaalTLIkQA
The game showed a lot of great things in action; the dialog system, the new ways you can fight foes and more stood out a lot and the game won best of the show for many outlets in the gaming press. People were excited about Human Heads sequel and the development team was too!

When I arrived at Human Head Studios in February of 2011, my jaw hit the floor. I had seen Prey 2 for the first time and it was simply incredible. A labor of love, created by some of the most talented people I’ve ever worked with, it was also one of the most fun games I’ve ever played in mid-development. I would lose myself just jumping around the impressive world (my first job on the project was setting up timed races, so I guess this was appropriate!). Of course this was eventually cancelled, but I’m at least happy to be able to share with you what details I can about this special project.

The project sounded like it was going to be a success, so what caused it to be scrapped and thrown aside? One word; Bethesda.

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Greed vs. Ownership

Bethesda loved what they saw of Prey 2 so much, they wanted to own Human Head as an internal studio for the company. This is an odd move, considering how if they were doing a great job with Prey 2, you could just simply contract them or give them a multi-game deal for future projects. But Bethesda wanted all the money, so they decided to hinder the development of the game with milestone goals.

Milestone Goals is a topic that sadly I am not well versed in but a NeoGaf Member by the name of Mr. Tibbs explained this very well.

Bethesda disputes Milestones – reasonable or not – and withholds payment while Zenimax, the parent company, offers to loan money while the issues are being sorted, saying it’s just an administrative issue that is bound to get resolved, then after several milestones aren’t met and the money “lent” becomes too important, it offers to buy the company as a solution.

The companies have done it several times already. Given their documented history, there is no reason to grant them the benefit of the doubt: this is a planned, predatory practice. If you’re giving me money and it looks like I’m failing, and you don’t want to give me more money because you don’t trust that I can complete the project, why are you trying to buy out my studio?
That’s the six million dollar question: if this really was a case of Human Head dropping the ball, ******* up development and ruining Bethesda’s investment, why did Bethesda want to pour more money into acquiring the entire studio/team in addition to the product?
The fact is, Human Head were doing such a good job that Bethesda pretended they were doing a shit job so they could gain the financial leverage needed to acquire the entire studio. I’ll try to explain it as best I can. I’m sure there’s a proper phrase for it in consumer advocacy environments, but I just call it milestone abuse.
In a traditional publisher-developer relationship in the video games industry, the publisher usually pays the developer through a number of milestones. Here’s an example.
> Milestone 1: Exit pre-production with a final design plan
> Milestone 2: Finish X number of levels and audio/graphical assets
> Milestone 3: Have a “vertical slice” demo (showing all core features)
> Milestone 4: Establish a pipeline with the quality assurance testers

More or less, they asked Human Head to hit X goal in a specific amount of time and if the goal isn’t meet or some other factor causes the issue, they are not paid money. Milestone Goals are the ways developers get paid for big projects and Human Head was ONLY working on Prey 2 at this point, meaning, they were facing a big issue.

Human Head knew what was going on and even said this out right on social media after the games cancellation.

They decided to stop production on the game and waited out to see if they can strike a better deal with Bethesda regarding the game. But nothing happened and they officially left the project April 9th, 2012 when they announced work on the tittle Rune II. Bethesda was in an interesting position; they could move forward with a new version of Prey 2 but they had to make it from scratch. The reasoning? Legally, they cannot use the work Human Head put into the project and that goes for Human Head as well, if they were to hypothetically make a ‘new’ version of Prey 2. Both parties more or less have work that cannot be used.

This lead to Bethesda giving the project to RPG studio Obsidian and they tried working on it for a few months but it was a fruitless effort; the game was officially cancelled in August 2012. Before moving on to Arkane’s take on Prey 2, it should be noted Bethesda’s comments regarding this story. Pete Hines from Bethesda made many clams that issues/statements stated here and other articles on this subject are wrong or just rumors.

GC: I saw Prey yesterday, and it looked fantastic. But since I’ve never been able to raise this subject with anyone at Bethesda before I feel I have to ask about Prey 2, specifically the IGN report about your relationship with developer Human Head.
PH: I’m not gonna talk publicly about the back and forth, and the he said/she said. It does absolutely no good to anybody. And I’m certainly not about to say anything to try and cast anybody in a bad light, one way or another. Here’s the fact: the game didn’t turn out like we wanted. It didn’t work, and it didn’t happen.
I find it really interesting that I get abundantly more questions about Prey 2 being cancelled than Doom 4 being cancelled. Everybody seems to forget that we did actually cancel a Doom game at id for pretty much the exact same reasons, and started over. And all anybody talks about, and rightfully so, is the game that we did make and how it turned out. Not, well whatever happened with that other Doom, and why did you decide…
GC: But I’m not sure the situations are that similar. The rumour wasn’t that the game was turning out poorly, the rumour was that you were purposefully failing their milestones…
PH: Utter nonsense. I will simply say this: I don’t know what possible good reason we would have for spending millions and millions of dollars to create something to then suddenly arbitrarily decide, ‘No, we don’t want to actually make our money back off what we’ve put into it’. Because we were footing the bill, right? We’re the publisher, we’re paying the developer. We’re putting all the money into it.
I’m spending my own time taking trips up to Madison, creating brand, creating trailers, putting effort into it, taking it to E3, doing all that stuff. And to take all of that time and investment, and for the notion to be, ‘Oh yeah, for arbitrary reasons we decided to fail the milestones and are just going to wave goodbye to all that and never see any of it returned is the dumbest argument I’ve ever heard.
GC: Okay, but according to the rumour the reason wasn’t arbitrary. It was that you were trying to force them into a situation where you could acquire them against their will and for less than they were worth. And I’ve personally spoken to a veteran developer who, although he knows nothing about Bethesda specifically, states that this has always been a standard industry tactic for many different publishers.
PH: We don’t have any real predilection towards acquiring somebody or not. We haven’t acquired anybody, that I can remember, in the last five or how many years. I think Tango [Gameworks, the studio behind The Evil Within] was the last acquisition. It’s not like we’re on some acquisition tear.
We work with third party folks, like with The Elder Scrolls: Legends, like with Quake Champions. We have a perfectly good third party relationship with them. We’re gonna make the game, we’re not acquiring them, we haven’t failed milestones… again, it boils down to one thing and one thing only: we’re in the business of making games and we’re only going to put out and make games that we think raise to a certain level of quality.
It’s no different to BattleCry, which isn’t anywhere. Isn’t being talked about, and it’s on hiatus because it also wasn’t rising to the level. Just like the Doom game that we cancelled.

Whenever or not Pete’s response on this matter is right or not is up for debate but its worth commenting on Bethesda’s side of the story when taking about Prey 2, as unlike the information released on the games history from Human Head’s developers, its far more murky regarding Bethesda’s side of the story due to their silence on this subject or refusal to comment on this in-depth.
Something worth noting is that despite Pete’s claims that Bethesda hasn’t purchased studios recently, take a look below as between 2009 & 2010, Bethesda purchased the below studios.
Bought by ZeniMax: Machinegames

In November 2010, MachineGames was acquired by Bethesda Softworks‘ parent company ZeniMax Media and renamed ZeniMax Sweden AB.

Bought by ZeniMax: Arkane Studios

In August 2010, the company was acquired by ZeniMax Media.

Bought by ZeniMax: id Software

On June 24, 2009, it was announced that id Software had been acquired by ZeniMax Media (owner of Bethesda Softworks). The deal would eventually affect publishing deals id Software had before the acquisition, namely Rage, which was being published through Electronic Arts.
On June 26, 2013, id Software president Todd Hollenshead quit after 17 years of service.
On November 22, 2013, it was announced id co-founder and Technical Director John Carmack had fully resigned from the company to work full-time at Oculus VR which he joined as CTO in August 2013. He was the last of the original founders to leave the company.

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PREY by Arkane Studios

Fast forward to the release of Dishonored and that game get a lot of great success. Arkane was bought by ZeniMax while Dishonored was still in development back in 2010. With the success of Dishonored and being a part of ZeniMax (owners of Bethesda), they are now tasked to make a new take on PREY, considering they cannot use Human Heads assets and coding for the project.

Arkane uses the Prey name as an excuse to make their take on System Shock 3 which was the project they wanted to work on for a long time. So while this happens, Dishonored 2 enters development after the final wave of DLC releases for PS3/360/PC. Now we hit June 2016 and we are waiting to see what their take on Prey is going to be like; is it going to be the game we wanted or Arkane’s original take on the IP?

It ends up being the later; Prey 2 is no more and instead, we get PREY, a FPS horror-like title taking clear inspiration from the System Shock series of games. It looks promising and many enjoyed the announcement after E3…..but this isn’t the Prey 2 Human Head announced back in 2011. Cue Bethesda’s recently released quote I put earlier in the article and it appears that both Bethesda and Human Head washed their hands of the games messy business related cancellation.

Recently, it came out that Arkane gave a reason for this new game to have the Prey name outside of taking over the project after Human Head left development on the title. 

We spoke about the subject with Raphael Colantonio at QuakeCon this past weekend, and he says that the thematic elements are similar enough for the games to share the name.
“Well it was a matter of, first of all it’s hard to find a name for a game, and it’s a good name–sounds good,” he says. “I think the association that people have about Prey is that it’s about aliens on a space station, and it’s a first-person game. When we were done with Dishonored, part of the team did Dishonored 2, and the other part [of Arkane]… we wanted to do another one of those games that we usually do, which are in first-person, with depth and simulation and narration, all that. This time we wanted to make it on a space station, with aliens, and you had to survive with the full ecology, etc. As we started it, the name was available, and the connections were easy to be made. We just thought, ‘Okay, makes sense,’ so there we go.”
He adds, “[T]he high level concept is similar enough that it made sense to do that.”
Previously, Colantonio said that the new Prey has no direct connection to 2006’s Prey. “Prey is not a sequel. It’s not a remake. It has no tie with the original,” he said in a video. “You have to look at it like a reimagining of the idea.”

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What Happens Now?

Well, PREY isn’t planed for release until Late 2017 and Human Head is busy working on other projects right now. This means that the Prey 2 many want to play will never release or at very least, not in the distant future. But we can learn more about the game, as many people who worked on it have sites housing some of the publicly released content they created for the title. For example, the site Alien Norie has a lot of videos and images of Prey 2 on their site. 

In addition, the developers of the project did come out to talk about the games development and its sad demise.

Bioware’s Jason Richardson, gameplay programmer of P2:

Things have been quiet for a long time regarding Prey 2. Are you able to shed any light on this and the reasons for its delay? 
That is a very complicated subject and one that makes me very sad. I enjoyed working on that project, possibly more than any other. IGN ran an article on Prey 2 last year, in June I think, that explains what happened better than I could here.

Prey 2’s narrative director (currently narrative director for Volition)

Prey 2 was a full game. And a crazy fun one. The team was small but you wouldn’t have known it. What happened to Prey 2, from where I sat, was political. And petty. And potentially litigable. Human Head had a great game. I was heartbroken when Prey 2 went into limbo. Human Head deserved to have that game released. Frankly, they needed it
Developer: “We stopped working on Prey 2 near the end of 2011, and had been working on it for close to two years,” he says. “It was very close to an alpha state, with all major content pieces represented. We were at that point in a game where you can step back and see the whole picture and shift from developer to editor and decide which elements to cut and which elements to emphasis and polish.”
Prey 2 would have been counted among the best looking games of the previous console generation. Norm Nazaroff, project lead on Human Head’s latest title Minimum, adds: “We had a great deal of content created, some of which was shown publicly but a lot of which was not.
“Our tech had progressed significantly past the live demo we ran at E3, Gamescom and PAX and was even more impressive. It’s my personal opinion that we would have been counted among the best looking games of the previous console generation. Bethesda stated their reasons when they finally cancelled the game in October 2014, and needless to say we have our own perspective on the matter that differs from the reasons they stated,” he says. “As we said in response in October, we feel that the quality of the game was well represented by the materials we displayed in numerous public demonstrations on behalf of Bethesda and we are disappointed that fans won’t be able to see our vision come to life. We remain proud of the work that we did.”

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It is a shame to see such a promising game die for such petty reasons but the world is a sour place sometimes and as Bethesda states, ‘shit happens’. But that can easily be avoided with understanding publishers that know what their developers want and work with them. What happened with Prey 2 is a case of the publisher being against the studio and its a shame this happened. We lost what could have been one of the best games of the last generation.

Sources: NeoGaf User Mr. Tibbs Posts, PC Games Interview, Noobist Interview, Rob Howard’s Prey 2 Portfolio, IGN UK’s Article on Prey 2, Metro Interview with Peter Hines

Important Update – Human Head developers (current and former) shared this article on social media and validated many of the comments/statements I made in this article. Both tweets come from people that worked on the project in the past.

Nathan – Norm