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Introducing Brian Babendererde - The Phantom 2040 Video Game Designer (1 of 2)

Twenty five years ago we were given a glimpse into the future. In the far-flung year of 2040, mankind has all but fulfilled its destiny of destroying our once beautiful planet. Nearly all flora and fauna has become extinct, and most of the population of Earth is destitute with only the super rich able to eke out a comfortable existence. Mega corporations prey on the poor while oiling the palms of the wealthy to get what they want. The worst of these is Maximum Inc. who desire nothing less than total domination. In the future, it seems humanity has but a ghost of a chance…

This was the world of Phantom 2040, a future in which The Phantom was nothing more than a memory until a young Kit Walker Jr. is made aware of the family heritage he never knew he had.

Placing Lee Falk’s 1930’s hero into a futuristic world full of advanced technology and shape-shifting robots may sound strange, but it worked surprisingly well. The series was praised by fans and critics alike and is still very fondly remembered today.

These fond memories are due in no small part to the excellent video game released for the Sega Mega Drive and Super Nintendo Entertainment System in 1995. Loosely following the story of the series, the game allowed players to take control of the Ghost Who Walks as he battles Rebecca Maddison and the Maximum Incorporated. While much has been written about the game, we’ve not really known what went in to making it. Until now.

In my quest to learn all I can about Phantom 2040, I was able to contact Brian Babendererde who worked as one of two designers on the game. Although Brian is the first to admit that it’s been a long time since he worked on the game, he very kindly provided me with many details from behind the scenes.

Chronicle Chamber: Hello Brian, thank you very much for agreeing to discuss your time working on the Phantom 2040 video game with us here at ChronicleChamber. You acted as both Lead Designer and Lead Artist on the game. For those who may not know, could you explain what those roles involved?

Brian Babendererde: Hi, glad to answer these questions – it takes me back a long ways.

A Lead Artist is responsible for art directing the look of the game, working to set schedules for the artists, wrangling the day to day time of those artists, and working with the Producer and Programmers to solve problems and work out any technical issues with overall art production and implementation.

A Lead Designer is responsible for overseeing the creation of game play systems— everything from combat to level designs and even overseeing story creation. They also have to work with the art team to convey a sense of what they want in terms of how everything needs to tie together to make the gameplay flow.

Now, back in the SNES days we had pretty small teams, so each team member had the opportunity to wear a lot of hats. For this project, on the Art and Design side of things, we had two Lead Designers, a Lead Artist, and two Artists. I acted as both Lead Artist and one of the Lead Designers. So that means we had an Art and Design team of only four people. Because of that, I worked right alongside the other two artists in creating assets for the game, such as sprite animation and level art – so that means I was acting as an Artist, Lead Artist, and Lead Designer all at once.

In terms of design, everyone was able to contribute ideas, especially during brainstorming meetings. I ended up working more on the overall story and combat / enemy design, while the other Lead Designer did more of the level designs and final dialogue.

CC: Did you have any awareness of either the 2040 cartoon or The Phantom comic/ strip before working on the game? BB: When this project came to us, the Phantom 2040 show only existed in script and character designs. I was familiar with the Phantom comic strips that were pretty ubiquitous in the Sunday comics of the newspaper, but I wasn’t overly familiar with it, having never really followed it. This changed rapidly, as the team delved into the history of the character and where the new show was going to take him.

CC: Phantom 2040 was pretty early in your career, but you had worked on previous games as designer and artist. How did 2040 compare to those projects? BB: I had worked on four previous games by the time we started the Phantom. This was actually my third time developing for the SNES, but my first Genesis (Mega Drive) game. And I think it was the first time anyone on the Art and Design team had worked on dual platform development, where the game you’re making is being developed on two platforms at once. This was my first Lead Artist position on a project, so that was a change.

In terms of design, I had been involved as a designer on games pretty much from my first project, and by the second and third projects I was co-designing and lead designing. But, on those early, pre-Phantom games, we didn’t really have design titles. We just had Artists, Programmers, & Producers. On the design side, it was kind of a wild west, with the whole team invited to contribute. In practical terms, that meant that team members who had a passion for design, and could back it up with good ideas and instincts, just sort of slipped into the role. Of course, this also meant they were not only doing their regular job (Art, Programming, Producer, etc), but also the whole other job of design.

But this started to change around the time of Phantom 2040. For example, we actually started to get job titles that reflected our design duties, (not just after-the-fact design credits in the game), so that felt like a big change. It also meant that the production pipeline was acknowledging the role that design had to play, taking it into account in terms of scheduling your time, and giving power to designers to enact a vision for gameplay.

In addition to being a Co-Lead Designer on Phantom, I was also being lent out to other teams to help with design (and sometimes art) on their projects. Keep in mind that I was something like 23 years old at the time, and the youngest person in the company. It was a lot of responsibility, but I loved working on all these games and helping teams find the fun in their games.

So, in all, Phantom 2040 was actually quite the big change—I had started as an Artist, but was quickly moving into a more Game Design centric role, which is where my career eventually took me.

CC: Before 2040 you had worked on several other licenced games, such as Rocko's Modern Life. What's working on a licenced game like? Does the licence holder have to approve all art, gameplay and story details or are you just given a basic idea and off you go? BB: All of the games I had worked on up until Phantom were licenses. Back then, licensed games were usually looked down on, and with good reason, because it seemed like publishers were just kicking out poorly made games with a license slapped on it to make quick cash.

Around that time, the studio I worked for (ICOM Simulations) was acquired by Viacom, and renamed Viacom New Media. They wanted us to make games based on their large catalogue of properties, from Nickelodeon and MTV shows to Star Trek and other movies.

But it quickly became clear that some of the big wigs at Viacom didn’t seem to care about quality. When I was working on Beavis and Butt-head in Virtual Stupidity, I was literally told that it didn’t have to be good, it would sell based on the license alone.

Well, you can imagine what the dev teams thought of this attitude. We didn’t listen. We always rejected that attitude, and tried to make the best game we could, given the time and resources we were given.

Working on a license game means that, yes, everything has to be run by the license holder. In this case, it was Hearst, which owned the Phantom, and was part of the Viacom conglomerate. They had the right to approve all story, gameplay, art, character designs, music, you name it.

Now, as sometimes happens when you work on a licensed property, the Phantom 2040 show was very much in development when we started working on the game. All we had were episode synopses, character and mechanical line art, and some broad property “bible” documents—the kind of docs you put together to try and describe what it is your trying to make. So, because the show was still formulating, we had a lot of leeway in what we did.

I don’t remember receiving a lot of feedback from the licensors, or having any trouble getting our ideas and concepts approved. In fact, games were pretty foreign and new to a lot of people in Hollywood back then (hence the “New Media” title they put them under); it wasn’t like anyone at the licensor had any opinions on gameplay. So, my recollection was that it was a fairly smooth process, but I wasn’t as involved with that back and forth as the Producer would have been.

CC: In my research I read that originally your team were going to work on an Aeon Flux game - the animated series whose creator, Peter Chung, provided the character designs for the Phantom 2040 animated series - but Viacom decided to go with the 2040 licence instead. Was there any shared DNA between the games, or was no work started on Aeon Flux?

BB: We had actually been working on proposals for several games at the time, based on properties Viacom was interested in turning into video game projects. I remember working on putting a proposal together for a game based on Peter Cheung’s Aeon Flux, which was airing on Viacom’s MTV network at the time, as well as Joe’s Apartment.

We were pretty excited about Aeon Flux, as that was something quite cool and different at the time: edgy, adult animated shorts that broke the mold and leaned more towards the Anime stuff that Western audiences were really just starting to discover (but that I was very much immersed in).

But, Viacom also had Phantom 2040, which Peter was contributing to, and they decided to move forward with a game based on that instead. I’m sure that they saw more opportunity there, as this was going to be a more accessible show, and widely syndicated on regular TV. So we switched gears. We had already been doing some test sprites and backgrounds in Peter’s style, (based on the Aeon Flux short War), so it flowed quite well.

But Aeon Flux is definitely one of those “games that got away” that I have always been bummed we didn’t get to do! I remember one of the Aeon Flux ideas we pitched was at least partially in third person, like Atari’s Xybots, or the third person corridor sequences of the Contra games. The big wigs at Viacom didn’t think this was a good use of the Aeon Flux character, as “what player would want to always look at her backside?”

Tomb Raider was only a few years away, and well, how times have changed since.

CC: There are some very interesting enemy designs in the game, especially Graft's heart-monster boss and the final boss of Maxwell Madison Sr., that have some strong biomechanical themes to them that were only somewhat teased at in the show. Why did you decide to go down that route? BB: Well, we didn’t have much to work with from the show for some of the characters we wanted to include, like Maxwell Sr., and the animation studio certainly hadn’t designed them as “end bosses.” So we had to extrapolate from their original designs and come up with stuff that would work for a side scroller game.

But, to be honest, while we really liked the character designs from the show, we weren’t really feeling the mechanical designs! So we took the route of taking their initial designs and putting our own spins on them. I did a lot of the enemy and mechanical designs for new stuff, and really only used the show reference as a starting off point. Graft’s power armor is a good example—I tried to make it beefier and more military looking.

My influences were mostly being drawn from anime. Things like Patlabor, Mobile Suit Gundam, and Appleseed. In terms of the bio-mechanical designs, that was really just a design concept that I was really into at the time. There were some anime and manga like Aura Battler Dunbine, Bubblegum Crisis, and Guyver that I remember drawing a lot of inspiration from.

CC: Phantom 2040 is an early example of branching storytelling within games. While this is rather common now, was it hard to achieve in 1995?

BB: Yes and no. Phantom 2040 was my first project that really had a story with any depth. We wanted to make it more than just a shooter, with a story, and dramatic twists, the way that many Japanese RPG [Role Playing Games - Joe] and adventure games were doing at the time.

The idea was to make something that was overall linear, but that allowed the player to make choices at certain points. We didn’t want the story to branch out into too many directions and become a spider’s web, as that can quickly lead to making a ton more content than an average player will ever actually see. We couldn’t afford to do that, neither in dev time or ROM space [“ROM space” is the amount of memory available on a game cartridge - Joe]. But we also didn’t want something that was linear. We wanted more replayability than that.

To achieve this, we set it up so that the main story had a linear path, but along that path there were points where the player was given the freedom to choose where to go and what to tackle next. Major branch points would lead the player to playing one storyline or area, but skipping another. But once they were done with that section, the story would funnel them back to the main plot for a while, and then open back up again after that with another major choice. Rinse and repeat.

Sprinkled into that were other minor choices, plus some secret paths that would allow dedicated players to get the best ending.

So we were able to easily control the story, allow the player to make meaningful choices, and give them reasons to replay the game. It also gave us an opportunity to have multiple endings, where the player choices were reflected.

CC: The game boasts 20 different endings, but most players have probably only seen a handful of these. Are the differences in the endings subtle, or are just some a lot harder to achieve than others?

BB: Now it’s been many, many, many years, but my recollection is that there were a handful of “real” endings; endings that majorly changed the outcome. These were based on the major decisions that you made in the game, and the bosses you decided to go after in the final chapter. The other endings were “news reports” that would be tacked on to the major endings, where other minor choices that the player made in the game would further add to the main ending. CC: The game has something of a notorious reputation as being very hard to achieve a good ending with. I've played through the game countless times and I only know of one way to achieve a good ending that requires the player to find a secret room in one of the later levels which is very easy to miss if you're not looking for it. Was this by design, or have gamers been missing something for the past 24 years?

BB: The best ending in the game was intentionally made difficult to achieve. It required that the player find a way to tackle ALL the enemy factions/end-bosses at the end of the game—otherwise they simply defeated one enemy to have the others rise to power. That was by design. And yes, the ultimate ending was supposed to require the player to find secret ways to do that. Again, we were aiming for replayability—back in the SNES/Genesis era a good game often needed some replayability to make it worth the investment.

Now, for many years, I’ve been under the impression that the very best ending in the game is actually not possible to achieve because we messed up in our final testing.

I wasn’t really around at the end of the project. I had been rushed over to Beavis and Butt-head in Virtual Stupidity as Phantom 2040 was readying for release (remember that I was being lent around to a lot of teams, and the company wanted me working on the design for the next game while the previous game was art complete and in testing).

Unfortunately, it wasn’t until after the game was done and shipped that I discovered a possible bug that made the best ending impossible to achieve. Needless to say, there were no patches back in those days, and it was a huge disappointment to know that we had missed this mistake before going gold. I don’t blame anyone else for that. I had been moved on to another project, but I should have taken it upon myself to keep a better eye on the final testing.

That’s my recollection anyway. In poking around the web, it seems that most guides do list four “good endings.” So it’s possible that the mistake did not make it into all versions. I have seen someone theorizing that the best ending can’t be achieved on the Genesis/Mega Drive version, and that may be the bug I found so many years ago.

CC: Do you have any more details on the bug that caused players to not be able to complete the game fully?

BB: So it’s my recollection that there were at least four major endings for the game, three of which you can achieve just by surviving to the credits no matter how you get there. I think I may have seen guides online calling these the “good” endings, and so maybe I should have used the term “major endings” instead? However, three of these endings are only “good” insofar as you beat the game and survived. If you get to the end and see the “Try Again” message, then you did not get the “true” or “best” ending. The “true” ending was only supposed to be achieved if you could figure out how to fight and defeat all the different factions in the game (Maximum, Triads, Orbital), while the other endings were mainly based on which faction(s) you did take down, leaving the others to go about their evil business. There may have been other things you needed to do to get the best ending as well, but stopping all the factions was key – i.e. even if you played a perfect game up to the bosses, if you let one escape, you will be asked to “Try Again.” Part of doing that (as far as I remember) is that you had to follow the story in the last chapter to defeat the Triads, and then, instead of moving on to the final boss (Maximum), you needed to find a secret door which would take you to a shuttle which leads to the Orbital Sean One boss, and then after fighting him, make your way into Maximum to confront Max Sr. Now, according to walk-thrus I’ve seen online this seems to work. But, I remember playing a release of the game and NOT being able to access that secret passage to take the detour to the Orbital boss, but I don’t remember which platform I was playing. If the walk through [I read was] for SNES [and] is correct, that may mean that the bug only exists on the Genesis/MD version. I had found this on a website that may confirm there is a problem on the MD version:

“As far as I can tell, you can't access the Space Port until chapter 6 on MD, at which point you can't exit the area after entering it (which means you can't get to the Energy 1/2, a damage increaser and an energy bar upgrade without getting a bad ending) - On SNES you can enter the Space Port as early as before the second sewer mission, get the items and continue with whatever mission you were on. You can also enter it in chapter 6 and still exit, to go back and into the Maximum building instead. If this is correct then there's no way of getting 100% on MD, so it might not be.” Having said all that, I also have to remind you that it’s been a long while since I worked on the game, AND I was moved off to work on other projects before it went gold. So it’s very possible that someone made a change, didn’t tell me, and I didn’t realize it, at least on the MD version, which was definitely finalized by the remaining team after I left. In other words, maybe what I found was not a bug, but just a design change that was never communicated to me. The real test is to see if anyone has ever gotten the true ending (by defeating all three bosses and without getting “Try Again” on both SNES and MD).

Joe’s Note: Before emailing Brian originally, I actually did play through and complete the game with the true ending, eg all boss factions defeated. While I played via emulator the version I played was the US Genesis version. So, it’s possible that it’s the PAL Mega Drive version of the game this bug exists in.

CC: The game has a huge emphasis on exploration, and players can miss huge chunks of it if they don't take the time to turn over every rock. Are there any secrets in the game that players may not have discovered that you can tell us about? BB: So we made the levels large and exploration-heavy to add to replayability. But, as I said above, we really tried to avoid making large chunks of content that players would never see. So I think all of the main area levels should be easy to find, and most of the content is there to explore, based off your decisions, without resorting to secrets.

But the levels are twisty, and link to each other in various ways, ways which allow the player to grab power ups and weapons earlier, etc. I think those have all been found.

Now, that doesn’t mean that there aren’t secrets in the game that players may not have found. I didn’t do many of the level designs, so I can’t really say.

CC: Was there anything left on the cutting room floor that you would have liked to see in the game but couldn't fit in there? BB: Actually, I don’t think so. This was truly an ambitious game for us, and I think I was pretty happy with all the content that we squeezed into the cartridge. I don’t even remember any enemies or mecha designs that wound up on the cutting room floor.

CC: In the Ghost Jungle, we can clearly see the initials "JP" spray painted on the walls in the background. Is this in reference to the Jungle Patrol from the original Phantom strips or have phans been reading too much into it? Are there any Easter eggs in the game at all? BB: Sorry, but I can confirm that “JP” is a reference to the level artist who did those graphics— those were his initials. ☺

CC: Something I've always found fascinating about the 2040 game is the sheer amount of differences between its versions. There are simple things such as extra lives being represented by a 1-Up icon on the Mega Drive, while they are an icon of the Phantom's face on the SNES, to the final stage of the last boss fight being completely different.

Obviously the consoles ran different hardware, but some of the changes between the Mega Drive and SNES versions seem to be more design choices rather than necessitated by hardware. Can you tell us why these changes were made and which, if any, version you consider to be the closest to what you envisioned for the game?

BB: There was nothing planned to be different because of hardware platform. The biggest difference between the two platforms was palette colors—the SNES was capable of more robust and colorful palettes than the Genesis. So, at least in terms of the art production, the SNES version was always created first, and the graphics “downconverted” and touched up for Genesis.

That is also the order of implementation—the SNES version of something was coded first, then re-created for the Genesis not long after.

I don’t remember why the 1-ups are different. I had a theory that it was because we couldn’t afford to have the Phantom’s purple colors in the palette reserved for the power ups, but according to one of the sprite artists, that doesn’t seem to be the case. Maybe it was SEGA wanting a change?

But there’s something else that may have allowed these changes to creep in as well; the SNES version was finished first, and once that version was code complete, the Lead Programmer was moved on to another project. Many of the artists, myself included, were also moved over to other teams, leaving only a couple people left to finish off the Genesis version.

Now, without getting into specifics, I can say that the team had some “creative differences.” Once many of us had moved on, those left were free to finish the Genesis version however they wanted. I would guess that any major difference, especially on things that were developed towards the end of the game (end boss, etc) were due to those “creative differences.”

The end boss differences might simply come down to them running out of time, as well.

As far as which version is my preferred, I would have to choose the SNES.

CC: Another strange difference is between the Mega Drive PAL and NTSC territories. In the NTSC version we get the full story line with cutscenes and everything. In the PAL version we only get the summerised story. For YEARS I didn't know there were any cutscenes in the game because I had the PAL copy. What was the reason for this difference? BB: No idea. I’ve never seen the PAL versions and wasn’t involved in their approval. I might seem to recall that someone wanted to fit it on a smaller ROM, and cutting story graphics might have been the easiest way to achieve that?

CC: While the game reviewed well for the most part upon release, are you surprised that now, some 24 years on, that it has something of a cult following within the retro gaming community and, of course, among Phantom fans? BB: Yeah, actually!

This was the first game I worked on where I felt like my personal art sensibilities just jived with the license. It had mecha, bioengineered soldiers, cyberpunk flying cars—all cool stuff I was excited to play with.

But as time went on, it felt like Viacom just sort of abandoned the game. In their desire to get other projects off the ground, mostly development on PC and Playstation One titles, they just kind of moved on from SNES and Genesis projects, which felt like they were left to fend for themselves and get out the door.

Then the show itself never caught on, unfortunately. So all that talk about synergy between a show and game never really happened. The game just wound up being out there on its own—a license tie-in with no license to help sell it, really.

So it was kind of heart breaking, at the time of release. As game developers we always want to make something that will resonate with players. Sometimes we succeed, sometimes not so much. Sometimes we have the time and money to do our best, sometimes not. I was glad the game got some good reviews. But then I think it was quickly forgotten.

I remember about a decade after it released I was at a comic convention exhibiting some of my work, when I ran into another guest who had worked on a Phantom 2040 comic project meant to tie in to the show. It felt like we were the only two people who even remembered Phantom 2040 existed at that point!

So for the game to still be out there, still being played, and for players to care enough about the title to seek out more information makes me very happy.

Coincidentally, some 20 odd years later I ended up working on another title based on the classic Phantom newspaper strips. It was kind of surreal to be working on Phantom again, and I would regale my co-workers with ridiculous tidbits of Phantom lore I remembered from working on 2040. And by regale, I mean cause them to shake their heads and wonder why anyone in their right mind would have all this weird trivia imbedded in their brain!

CC: Oh, really? What was that other project?

BB: It was a slot machine in a mobile casino game called Hit it Rich. It was based on the classic comic strips, and it was released into the casino probably around 2013/14. And it looks like The Phantom slot is still in the app.

CC: Before we wrap up, is there anything you'd like to say to the fans of the Phantom 2040 video game?

BB: Thanks for playing the game, thanks for keeping it alive, and thanks for taking the time to read about my memories of the development! Please know that a small, but very dedicated team of artists, writers, designers, programmers, and musicians worked very hard to pack it full of content and cool stuff!

If you’d like more information about my past and current projects, you can find out more about me at, which includes a Phantom 2040 gallery of the character and mechanical designs I did for the game here.


A HUGE “think you” must go to Brian for spending some of his precious time with us answering all of our phanboy questions. However, his generosity does not end there as he also provided us with a heap of wonderful content from his time making the game which will be presented in a new article coming out this week.

#Phantom2040 #videogames #Sega #Nintendo #2040 #BrianBabendererde #Viacom

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