I wasn't sure what to think of "The World of Fable II" when they played a blues song with the chorus "gonna give you a whippin'" before the panel started. What game had I been playing?

I thought maybe I was in the wrong room, but then Fable II's Technical Art Director, Ian Lovett, started speaking and I relaxed a little.

The lecture — done mostly by Microsoft's Lead Environment Artist, Mark Smart, focused on the transitions that the art and design teams of Fable I had to make to get Fable II up to Xbox 360 visual quality standards. Fable I had a sort of clunky charm — Smart called it "organic" — that was achieved mostly by the art team not knowing where to find assets and not having really any concept artwork to go off of before beginning the modeling process.

According to Smart and Lovett, about 40% of what the art team made for Fable I was wasted. In contrast, Fable II only had to waste about 2% or 3% of the total art created.

This newfound "green" approach came mostly from adopting discipline. The team threw out the old engine and the "pipeline" that artists used to put their creations in the world and built everything from the ground up: engine, software, technique ? everything.

"It's quite, well, an aggressive learning process," Smart admits. He says that because everything wasn't even built when the artists had to start working, nobody could even preview what they made before submitting it.

"Typical no pain no gain," he said. "But try to explain that to a bunch of angry artists that can't see what they're making."

Now I understand why they played that blues song about whipping — sounds like Lionhead had a to crack one over their collective ass.

Even Peter Molyneux had to climb down from his arts-y cloud and learn some discipline: "I'm just going to be mean about our boss here," said Lovett. "He's a fantastic designer, incredibly creative. But like most [designers] he doesn't understand what he's doing [right from the start]."

To save on time, energy and screaming at the art team while the new engine was built, Lionhead decided to render Albion — the world of Fable II — in the Fable I engine, just as a mock-up. It was an enormous help, said Lovett, because it allowed the designers to come up with what they wanted to do in advance so that when the new engine started working, there wasn't a lot of time wasted on "exploring."

The team sacrifice of total design freedom in favor of concept art, pre-rendered objects (called "white boxes") and a little bit of outsourcing paid off, said Lovett. "We are incredibly proud of the end result. We introduced all kinds of new concepts when we were making the game ? the idea that we could be organized, the biggest of them ? but we managed to produce a game [that sold] just under 3 billion units and won a number of awards. We just won the BAFTA for best action-adventure game."

"Just having something well-planned, well thought out," Smart said, "saved us so much time and effort. And sadness, really, because there's nothing worse than working on a particular thing only to see it put in the bin."