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Assuming that Titanic's success was a fluke, some Flixters thought their real future was in more conventional "shooting" games. However, CyberFlix proved it was willing to take chances with subject matter in the first concept for the pirate yarn RedJack. Originally, RedJack was going to be a happy pirate musical. Scheinbaum and others composed songs for it. Nevins recalls it was laughed out of a focus group. "We had to change it into a dark, brooding tale about pirates," Nevins says. They lost valuable time.

RedJack: Revenge of the Brethren is a beautiful thing for a computer game, with rich, cinematic scenes as impressive as those in Titanic, plus newer technology that allowed faster transitions, smoother movements, more freedom. In RedJack, you can look up and down and move around in ways that were impossible on Titanic. Its new technology reflected Appleton's ever-improving DreamFactory.

In some ways, though, RedJack was a throwback. Though it was another historical drama, the linear storyline was much simpler, without the wit, subtleties of personality, and complex interrelationships that characterized Titanic and Dust. RedJack's hand-to-hand combat made it seem a compromise with the continued demand for fast-paced, adolescent-oriented "shooters."

Looking around at the E3 conventions in Atlanta in '97, it seemed clear that if the era of the Interactive Movie was indeed on the horizon, it wasn't here yet. Even in the late '90s, most gamers were still teenage boys, just as they had been 20 years earlier. And though they were much more technically sophisticated, the overwhelming majority of computer games were still shoot-'em-ups, as they had been in the days of Space Invaders. Interactive movies hadn't caught on with adults, even those who'd grown up with computer games.

Some were taken aback when a fellow gaming pioneer dropped by, looked at RedJack with interest, but added, "You do know the adventure game is dead, don't you?"

Some expressed frustration watching teen gamers skip RedJack's moody scenes to get to the next fight scene. Finished in late '97, RedJack didn't sell nearly as well as hoped; its total sales may have been as little as 10,000 nationwide, hardly 1 percent of Titanic's success.

One problem was that by the time of RedJack's overdue release, its technology was already being outpaced by other games that offered even smoother movement and a much sharper 3-D effect. "If we had shipped RedJack in '97, it would have been front-edge," says Cabus. "By '98, it was old hat."

Aware of the deficiency, Appleton had improved DreamFactory once again with what was known as Real-Time Polygon technology, which could produce images and movements never before contemplated at CyberFlix. Two development teams worked away on two different games that would reflect the new technology. One was a faster, higher-tech reworking of Jump Raven, with the working title Jump Raven II. The other was a sort of circus-based horror game about mutant clowns called Three-Ring Apocalypse.

The company's "treehouse" mentality was still strong in early 1998. Just a year and a half ago, CyberFlix was hauling in a pool table for employee use. Even Southern Living profiled the company. "Finally our mothers can be proud," they quipped.

In late spring, 1998, Quist gave the team a pep talk—Nevins calls it Quist's "thousand-points-of-light" speech—declaring things were going very well for the company. Titanic royalties were rolling in, two new titles were in production, Appleton and his inner circle were hard at work on DreamFactory. Quist said '98 promised to be their best year ever, adding that those present would one day be proud they were part of the original core. He announced a new three-year business plan that would have taken the company through 2001. With this injection of confidence, Nevins says two of his colleagues bought houses in Knoxville.

Things were going so well, Nevins and others were confident that the company was about to become a publicly traded stock and that their shares would finally be valuable. "Everybody was hoping to be shareholders in a strong company," Nevins says. "But we never heard about stockholders' meetings, we never saw the minutes, we never got stock certificates."

According to a court document filed this month, on May 8, 1998, Appleton and Quist held a "stockholders" meeting unannounced to any other stockholders, at which they awarded themselves $600,000 and $400,000, respectively, calling them "bonuses."

In June, 1998, while he was jogging in the Old City, Scott Scheinbaum suffered a heart attack. At the time, he was only 38 years old. Now recovered, Scheinbaum suspects overwork contributed to his condition.

Several noticed that Appleton was more distracted than ever before; he was in the office less in 1998 than he had ever been. The programmers say they were frustrated not to get the "feedback and validation" they had come to expect from Appleton.

Nevins says Appleton was indeed disappointed in Knoxville, and of inaction on the City-Council approved Digital Crossing initiative—"that joke," as Nevins calls it. It had been several months since the City Council's grand gesture, and the city had made no moves to improve the square.

Some say Appleton grew skeptical about Digital Crossing. "Bill felt the city was not that behind it," says a friend, "any more than they're behind saving historic buildings."

Nevins says that by 1998, Appleton's frustration had mellowed into disenchantment with the whole idea. "What advantage does it give us?" he had asked Nevins. "Maybe a cheaper Internet connection," was his conclusion.

That fall, Scheinbaum says Appleton told him the company was suddenly in trouble, even going out of business. In response to the rumors, Quist called a meeting in the third-floor conference room; they were halting production on the two 3-D games. If you want to stay, he said, you'll need to find a place developing DreamFactory.

Appleton was not present. "Erik was Dr. Jekyll to Bill's Mr. Hyde," Nevins says of the duo's symbiotic relationship. Quist was better with flesh-and-blood people. But this time, some had the impression that Quist may not have known the full story himself, and was trying to second-guess Appleton's intentions.

On Monday, November 30, just after Thanksgiving break, Appleton himself called a meeting, a rare thing. He seemed somber, and didn't waste time. He had decided to close the company. He offered little explanation except that he was not "willing to gamble my money" on the two new projects. ("At that point," Nevins says, "somebody should have piped up and said, 'It's not completely your money.' But nobody did.") Appleton added that "Knoxville has nothing to offer CyberFlix."

He tendered respectable severance packages to those who were willing to surrender their stock options in the company—including, in several cases, expensive equipment. Many are convinced that severance packages would not have been there without Quist's insistence.

Two days later, Erik Quist released a statement about the company's prospects.

"The time was right to make the transition away from title work" toward improving its greatest asset, DreamFactory. There was mention of an "independent studio" to be called ACME, which would work for third parties, as well as for CyberFlix.

"Establishing an independent studio will allow CyberFlix to have the ability to put all efforts into the technology while still having a means for the latest versions of the technology to be tested in the field..." Quist added, "We think our prospects are excellent..."

There was no mention of CyberFlix, Inc., ceasing to exist in Knoxville. The blandness of the statement surprised many downtowners who had already been hearing rumors that CyberFlix was going out of business, not merely splitting into two parts. Unfortunately, the rumors were more accurate than the official statement.

Of the deliberately misleading press release that he helped write, Cabus says, "Bill did not want to make it look bad for Knoxville." Nevins remembers it that way, too. Neither can explain how it would look better to scuttle CyberFlix and just not announce the fact. They say Appleton's local reputation was important to him, and he may have wanted to be out of town before people realized he had scuttled the company that was to be the anchor for the Digital Crossing project.

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