Gears of War 3: Characters

CGSociety :: Game Prod. Focus

3 October 2012, by Paul Hellard

Ten years is a long time to be involved in the one franchise. How has it been for your team and yourself?

Kevin Lanning, Senior Character Artist: Wow… 10 years. Honestly, it’s hard to believe it’s been that long. Time flies by when you’re having fun, that’s for sure. It’s been an honor to work on the Gears franchise since its beginning, and an even larger honor to work amongst the Epic Games team for that long.

There is a crazy amount of talent within this studio, so you’re constantly growing here, as is the franchise. I couldn’t have asked for a better project to spend the last decade on or a better team to have worked with. The Gears universe and its art style alone is one that I could see myself having fun creating for many more years. It’s been a privilege, to say the least.

Pete Hayes, Senior Mechanical Artist: It’s been a dream come true for me. I’m a huge fan of the Gears style and the inspirational sources it draws from, so I’ve had an incredible time creating models for the games over the years. It's been amazing to see the series evolve, and I'm still just as excited to create art for the Gears universe as the day I started.

Mike Buck, Senior Character Artist: Working on the Gears of War franchise has been the opportunity of a lifetime. I have come to learn that the quality of our work is key with next-gen technology. Spending time on what you create versus quickly banging something out really shows in the end results. Epic, without a doubt, is the best place to work in this business!

Chris Wells, Senior Character Artist: For me, it has been a great experience to be part of such a successful and groundbreaking franchise. In my seven years here at Epic, it has been an honor making a contribution to a game franchise that so many people around the world enjoy playing, and it’s been the high point of my career to be part of such an exceptional group of guys.

Mike Kime, Senior Character Artist: The majority of my career at Epic has been spent on Gears of War 3, and I was already a fan of the franchise when I began working on it. It was cool to join during a time where it was about pushing it as hard as we could for that third game. There was quite a bit of history to work with, but at the same time the game was far from having run its course, so there was a lot of energy.


CGS: How did the characters change during production of “Gears of War 3?”

Kevin Lanning: Visually, we wanted the characters to appear more stripped down, almost vulnerable in comparison to the past two titles where they were engulfed with armor. The new designs exposed more under armor and raw body than we had ever shown before. We spent way more time building up the underlying bodies this round, making sure that the layered armor was functional and form-fitting, and allowing for good range of motion.

Production-wise, we became way more efficient in creating our content this go round. Character models were produced in half the time as before and with higher quality due to improved toolsets and streamlined workflows.

Chris Wells: My tasks were primarily the female characters. Because the story called for females in combat, the goal for me, aesthetically, was to strike the balance between beauty and strength, in addition to conveying a somewhat gritty look. Anya, for example, undergoes the dramatic change from a communications officer to joining the frontlines, so it was a different type of beauty that we set as a goal for Gears 3.

Mike Kime: By the time Gears 3 development commenced, the production of Xbox 360-generation games was well-established. That being said, there are always people pushing in different areas. For example, lots of objects were separated out within the character models. Explicit materials seemed to become more of a thing and the workflow for this became more streamlined.

People experimented and did great working in ZBrush more than ever before, including hard surface modeling. The new power of Core i7 machines and ZBrush enabled artist to push not just polys but how things were constructed in a way that helps texturing and kit bashing for the future. Characters started to show more anatomy, like their arms, and their armor became sleeker. Locust creatures became largely varied.

Mark Morgan, Senior Character Artist: Technically we approached gore differently in Gears 3 than in Gears 1 and 2. Previously we used three unique models: a game mesh, an LOD and a gore model. To save memory, the LOD and gore models were fused together into a single model that reduced both the memory footprint and the rigging workload.

Mike Buck: modelers are so great that most anything they do is spot on, so by the time they got to me, I had the awesome job of texturing the beautiful Gears 3 models. The textures underwent constant feedback, so I found that being flexible and not too attached to one thing helped drive the process, especially with regard to characters. At times this was difficult with an evolving game engine. One example would be the adjustment of lighting technology and having to go back and readjust or improve the textures to accommodate the change. Epic’s senior technical artist Jordan Walker was a huge help with this given his expertise in shader work.


CGS: The move from concept to the model can be tough. How was that journey in “Gears of War 3?”

Mike Kime: It’s a complex and organic process, and as I got to know people and especially as they got to know me, we developed a good feel for where people can take things on their own, where they excel, and where they need help. The process from concept to model has been great over the course of Gears of War 3. There is a large amount of trust and a great deal of approachability amongst everybody.

The biggest catch of all is being forward-thinking and running the character by the rigger. Our technical animator and rigger, Jeremy Ernst, always had a lot of useful feedback on how things should work and bend. That is the biggest translation a modeler faces, and it is a larger battle than the grey areas of a concept.

Mark Morgan: While we have a fairly small, tight staff iterating on concepts and models for many creatures and characters, there’s a certain degree of trust that has to be maintained between our art director and the team.

Various concepts arrive in different states of precision, so when it’s time to move into production, we can inject ourselves into everything from roughs to concise line work, though it is important to know when to ask how much liberty can be taken if the direction isn’t explicit.

Communication across the concept team and modeling team is key. Our modeling team is generally quick enough to iterate and respond in 3D, especially since we’ve all worked on Gears before and we know the universe.

Chris Wells: Depending on the character and design need, as well as artistic preference, we may have to stick close to the concept when we are modeling, while in other cases we use it as a jumping off point. My favorite concepts are the ones that were loose because they provide the basic idea and proportions, yet presented the challenge of filling in the rest or improvising a new idea for the model. It all depends on the task presented.

Kevin Lanning: It was rather straightforward. Most of the concepts we receive are pretty dead on as they’ve been roughed in with 3D prior to handoff. There’s that, coupled with the fact that most of us on the team have been working together for so long; everyone just knows what to expect from each other. And, of course, expectations are held pretty high here. J



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CGS: Which is your most complex “Gears of War 3” character model, and why?

Kevin Lanning: For me, the most complicated model I created for Gears 3 was Marcus Fenix… because he’s Marcus, and everyone has an opinion on Marcus. Some of the other character guys had it a bit rougher than me when it came to model complexities.

Mark Morgan: The Locust Gas Barge was originally intended and modeled to be more complex than it was in-game, initially akin to the Torture Barge in Gears 2. Due to gameplay and optimization, it ended up being repurposed into a more regularly seen Locust creature and vehicle hybrid.

Mike Kime: The Armored Kantus was a huge challenge. James Hawkins did an amazing job on the concept and I was very worried that I wouldn’t be able to capture it. It required a lot of hard work and late nights to portray just the right look and feel. The poly count had to be very low but the character was so highly detailed! I had to employ tricks and nitpick every single polygon. In the end, there are still things I am unhappy about with that one.

The Lambent were not easy, either. I had to use new and sometimes odd techniques to complete them. All the asymmetry and tagmata made it really hard to pull off, and they caused a lot of crashes. J

Chris Wells: To me, the Lambent Drudge is by far the most complex character in Gears 3. That thing was amazing. J Of the characters I worked on, I’d have to say that Anya was the most difficult, because her design required implementing new tech that would enable us to tackle one of the trickier elements: hair. In her case, it was very challenging because it would require a hair sorting tool that was specific to the angle of the camera as well as switching between masked alpha materials and alpha blended materials, depending on the context of the scene. Aesthetically speaking, I often revised the model through the life of the project to improve and polish and achieve the right look.

CGS: Creatures including the Berserker and other Locust are from the original “Gears of War.” What has changed in these characters through to “Gears of War 3?”

Kevin Lanning: We ended up redoing most of the Gears 1-era characters that made it into Gears 3. The Locust Drone and Berserker, for example, were made in 3ds Max between 2003 and 2005, and the toolsets have come a long ways since then. We were able to really evolve the models using applications such as ZBrush.

Chris Wells: Essentially, I took Kevin’s Gears 1 Berserker model, which was incredible because it was made entirely in Max at the time, and used it as a guide to create a new model using ZBrush. My goal was to keep the ferocious spirit of the original model while adding a feeling of heaviness and bulk that can be conveyed with only the silhouette if necessary.


CGS: What served as references for characters such as Bernie, Dizzy, Samantha and Barrick?

Wells: The characters are referenced from the Gears novels written by Karen Traviss, with Barrick originating from the Gears comic book series. My inspiration for Sam’s face came from Salli Richardson-Whitfield (see Wikipedia). I had always wanted to make a character with some passing resemblance to her. J

Mike Kime: Adding to that, we pull from as many places as possible for inspiration, and to be honest, the less you pull from video games, the better. Hollywood has done a really good job over the past century laying out archetypes. Many aspects are remixes of these ideas. You simply cannot get anything compelling from a vacuum.

Mark Morgan: I pulled Barrick from the Gears comic book series, with some added concept help from the monumental James Hawkins. Based on the comic book’s initial visual description I used Lemmy and Jesse Ventura as inspiration for Barrick’s face and persona.


Can you describe the creation of the Marcus Fenix character model? How many artists were involved in the low-poly model, the high-poly version and final optimized model?

Kevin Lanning: We’ve spent a very, very large amount of time creating, revising and polishing Marcus Fenix for all three games. Marcus has always been the first character we visit when in pre-production for any Gears title because we know that once we nail his look that every other character can then follow.

Our senior concept artist James Hawkins deals with any Marcus concepts and I take care of any modeling for Marcus. Epic’s art director, Chris Perna, originally handled all of the texture work, though that task along with all of the other Gears 3 character textures fell on Mike Buck’s shoulders.

Aaron Herzog, one of our senior animators, originally rigged Marcus back in the Gears 1 days, and since then Jeremy Ernst has taken over on all Gears 3-related rigging. Almost all of our animators have touched Marcus at one time or another, so he’s gotten around.


CGS: Those are just the humans. The Locust Drones are something else. What level of conceptual input did the modelers of these characters have?

Mike Kime: The level of modeler input is largely organic and so complex that I’m not sure where to begin. Over time, the input on the Locust population has been a nice two-way street. Quite often the modeler will have significant input on secondary and many tertiary elements of the character. Things that are not explicitly concepted will be filled in by the modeler. Depending on how impactful those features are, the modeler is l for making sure the proper people are on board.

It is a group effort and an organic process that leads to the best ideas rising to the top. It is impossible to detail a character in concept to the level that modelers take it and it is impossible to model cohesive original designs without a solid concept team. Most modelers strive to hit the concept as well as they can, and then use that to fill in the gaps where needed.

Mike Buck: The Berserker and Locust Drone are two of the most recognizable enemy characters, so having the task of maintaining the integrity of these guys and refining their textures was a major responsibility. Applying new technology to the shaders through texture work was simultaneously tedious and technical, but this was key in preserving the familiarity of the creatures.


CGS: Characters carry weapons. Were weapons a part of the brief as well for the character modelers? Did it require collaboration so they didn't seem too big or clumsy?

Pete Hayes: Absolutely, the weapons go through the same design and concepting process that the characters do. I get a very detailed concept and rough model to start with, so my job is pretty easy. Oftentimes I’ll also get a rough animation from James Hawkins showing what he envisions for gameplay movement. Occasionally I’ll make minor functionality tweaks to enable or refine certain animations and character interactions but for the most part I just polish the foundation that’s there and create the in-game asset.

Mark Morgan: We generally worked with Jeremy Ernst, our rigger, to determine and control the bounds of the characters to reduce excessive clipping when the characters held larger weapons or had weapons attached to their bodies. Generally, the idea is that you plan for your largest items early and ensure those bounds are not exceeded moving forward. Ultimately there will be minor clipping here and there, which an aesthetic compromise for having characters, creatures and weapons that are so beefcake.

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CGS: To Vehicles: Characters need to fit into them and look good driving them. Is this another type of collaboration?

Pete Hayes: Vehicles are the same as the weapons in that they go through a very detailed design, concept, rough modeling and temporary animation phase before I even touch them. However, they are sometimes more prone to changes and revision during the production pipeline since they integrate with gameplay and characters at a bigger level, in which case I revise and polish functionality while coordinating with the design, gameplay and animation teams. The main challenge in those instances is to maintain the amazing visual foundation from the concept while accommodating the functionality needs of the game.

Kime: We often work on characters in terms of skeletal archetypes. Constraints are given for gameplay purposes and I believe it is the art team’s job to push within those constraints as much as we can to achieve as much variety as possible. It is a constant battle but in the end all characters must work technically for all constraints. This can be applied to vehicles, ladders and large weapons just to name a few. In Gears 3, the characters keep their pistols on their lower back area right on the belt line. Modelers are to keep that area clear. Sometimes I would forget, which would make me face palm. Old habits are hard to break.

CGS: Describe the “Gears of War” pillar “destroyed beauty” mentioned so often by Chris Perna in the Ballistic “Gears of War 3” art book.

Mark Morgan: I find that destroyed beauty is mostly applicable to the Gears environment. I see it as a beautiful world design made more beautiful by seeing it in ashes; you don't know what you’ve got till it’s gone.

Chris Wells: For me, it describes the grandeur and elegance of a bygone era of a world that is still visible if you look for it. The weathering, the age and the damage it has taken all contribute in telling an interesting story.

Mike Buck: Destroyed beauty to me signifies the broken setting around Marcus and his guys. So much has happened to them since the beginning and in the light of a resolution, many drastic events occur in the franchise. Beauty is found in a world destroyed.

Mike Kime: Destroyed beauty is a phrase that tries to capture the essence of two opposing worlds. For me it is constructing something beautiful that flows and feels aesthetic. A world which you’d like to be in, but at the same time is seemingly rough and brutal. Think of it like that tendency to rub your fingers across sandpaper, or against the grain of wood or fur. People will listen to discordant music that has a high level of distortion coupled with strings of harmony. We want to make attractive things and then ding and damage them because it imparts real world beauty. Gears characters feel lived-in, and their imperfections tell the story of their hardships and who they are. That uniqueness and worn-in feeling can be quite beautiful.

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CGS: What challenges did you encounter during the production? With that in mind, and knowing how a game community can be, what challenges have you encountered with feedback from the game audience about the characters?

Chris Wells: It can be a challenge to keep within the geometry budget that will satisfy the visual needs of cinematics and marketing, yet are feasible for gameplay purposes on the target platform. In terms of silhouette and volume, another challenge was creating female silhouettes that resemble their male counterparts (for gameplay reasons), yet remain feminine. In my experience, female characters can be tricky aesthetically. Each person’s perception of beauty and appeal can vary widely. So to me, the trick is to remember who the character is and to define his or her appeal through appearance.

Mike Buck: Consistency was one of the biggest challenges for me. Taking all the characters and the awesome work the modelers did to a level of quality was one thing when texturing these guys, but maintaining the same aesthetics across the board was a huge challenge. I would often line up all the characters in a zoo level, take a look at the final textures under multiple lighting scenarios, and make sure they were consistent. I think that helped with the final collective look. Our team is excellent at taking feedback from the community and trying to make things better if needed. I think that was one of the aspects that drove such a solid decision-making process from our art director, Chris Perna.

Mike Kime: A big challenge on all fronts was the Lambent. I worked on a lot of Lambent creatures and, as mentioned, it was a very organic process with a lot of back and forth to see what would work. We wanted this crazy-organic-nasty-creature-thing and needed to carve out our own style while doing it. Chris Perna worked hard to identify what would work for Epic, and look cool and unlike anything else. It was really tough, because we all had our own ideas, plus it was a major technical challenge – and what was hard for me was five times as difficult for the animation team.

The Lambent encountered loads of hurdles: low poly count constraints, asymmetrical sculpting, multiple morphing and mutating parts and pieces based on what got shot and where; extreme detail; consistent theming across tons of Locusts; compelling direction… It freaks me out just thinking about it.

Mark Morgan: Overall, feedback has been positive. We are all experienced enough as artists and developers to be well aware that some people won’t like all of our aesthetic choices, and that is fine – I can always blame the art director. J

But Gears art has always been extreme, and being extreme always runs the risk of offending individual sensibilities. This holds true for art, music, food and anything else people like to consume.

CGS: When do you know as a character modeler that you are done with a character?

Mark Morgan: Personally, this happens when two tangents cross: I don’t hate it anymore and the art director says it’s ready.

Mike Kime: A character model is done when you check it from all angles and nothing jumps out at you as wrong or bad. It is never really finished, though. You just hope it is good enough before you’re sick of looking at it. J

Chris Wells: For me, a character is done when it has a clear appeal and personality to it, and conveys something relatable to the player. That last 10 percent of polish can be difficult to distill, and it can be very time-consuming, but it’s really worth it in the end.

Full “Gears of War 3” Art Credits


Chris Perna, Art Director
Wyeth Johnson, Lead Artist
Francois Antoine, Sr. Artist - FX
Ray Arnett, Artist - Animation
Chris Bartlett, Sr. Artist - Graphic
Michael Buck, Sr. Artist - Character
Brian Campbell, Sr. Artist - Animation
Shane Caudle, Principal Artist
Michael Clausen, Sr. Artist - Cinematic
Tim Elek, Sr. Artist - FX
Peter Ellis, Sr. Artist - General
Jeremy Ernst, Technical Animator-Rigger
Bill Green, Sr. Artist - General
Matt Hancy, Sr. Artist - FX
James Hawkins, Sr. Artist - Concept
Pete Hayes, Sr. Artist - Mechanical
Aaron Herzog, Sr. Artist - Animation
Jay Hosfelt, Artist - Lead Animator
Josh Jay, Sr. Artist - General
Kevin Johnstone, Sr. Artist - General
Pat Jones, Sr. Artist - General
Mike Kime, Sr. Artist - Character
Kevin Lanning, Sr. Artist - Character
Greg Mitchell, Cinematic Director
Gavin Moran, Sr. Artist - Animation
Mark Morgan, Sr. Artist - Character
Maury Mountain, Sr. Artist - General
Shane Pierce, Sr. Artist - Concept
Billy Rivers, Artist - Animation
Ben Shafer, Sr. Artist - Concept
Aaron Smith, Sr. Artist - General
Mikey Spano, Sr. Artist - Environment
Eric Terry, Sr. Artist - Texture
Kendall Tucker, Sr. Artist - General
Jordan Walker, Sr. Technical Artist
Chris Wells, Sr. Artist - Character
Alex Whitney, Sr. Artist - Animation


Tim Dean, Art Director


Art Managers
Zhang Lei
Kong Yuan
Art Leads

Huang Ya Nuo
Yuan Yi Nan
Huang Yong


Additional Art Support

Bartosz Bieluszko
Kamil Kozlowski
Michal Przybinski
Bartlomiej Roch
Piotr Rusnarczyk
Gabriel Wigierski


Joe Wilson


Richard Shuping


Cody Bellimer