the 18th amendment: a poker night documentary

the spiritual successor to telltale's first official retail product, "poker night at the inventory" was a crossover promotional title released in 2010. developed in just under three months, the history of poker night is a brief one, but remains an important tale in understanding the bigger story behind telltale themselves. this guide will feature some in-game advice which you can utilise when playing, but will mainly address the creation of and the ideas behind our first visit to the inventory, the first ever "poker night".

("bro, why did you make this?") + video

Before we get going, here's some brief context on why I actually made this. Originally, I planned to make this into a short video where I go over the history, all the characters, the companies involved, etc. However, it ended up being a much bigger project than I thought it would be, and as I kept going it just got more and more interesting. This guide is essentially the script for that video (which is still being made, but is just taking a while!) which I've finally gotten around to releasing. You can watch the full 39 minutes in all their glory above this paragraph - or, if you prefer, skip around and read about the parts you're particularly interested in here on Steam.

I posted this guide on the 11th anniversary of Poker Night (it was released on the 22nd of November, 2010), since I thought that'd be a good time to show off something appreciating it. Even with the video out, this guide contains some extra content in places to keep you all sweet, so feel free to skim around a bit. Hope you enjoy!

pre-inventory: understanding TTHM

Grandma: So, Theodore, I’d guess that you’re about 15, am I right?
Theodore: Nope! I’m 22 years old, dude!
Grandma: I was referring to your IQ, actually...
I’m out. My chips want me to spend more time with them. I love you, babies.
Harry: I’m gonna pretend I didn’t just see that.

What you're looking at right now is a game of poker. To be more specific, it's a poker game developed by the now somewhat infamous company Telltale. Founded by a group of disgruntled designers who had recently left Lucasarts after it had moved away from the adventure genre and had firmly geared it's video game efforts towards more established series - namely Star Wars - Telltale was later responsible for adventure classics like The Walking Dead, The Wolf Among Us and Batman: The Telltale Series. When you hear poker and Telltale in the same sentence, you're likely to think of their later promotional hit, Poker Night at the Inventory. But, clearly, that was far from their first foray into the world of gambling: that title goes to Telltale Texas Hold ‘Em

Functionally speaking, the game is pretty straightforward, so long as you know the Texas Hold Em’ rule-set. You play against computer AI, start with $10,000 as a mysterious character known only as “the player”, and win once everyone else on the table has been busted out. Visually and stylistically though, Telltale’s first game was much different to their later works. The line up in Hold ’Em is completely original rather than using or adapting characters from elsewhere. Compared to their future endeavours, the game’s graphics were a little lacklustre, but given the size of the dev team at the time and the intended scope of the project, it’s aesthetics are forgivable. HQ visuals were never a primary focus for early Telltale games anyway - their sights were pretty set on perfecting their storytelling and creating dynamic characters.

Telltale Texas Hold ‘Em was made as more of a demo to showcase and experiment with the studio’s new engine, the Telltale Tool. The game was primarily aimed at trialling complex character interactions with NPCs operating on their own dynamic AI, reacting to each other and the player's own actions in a variety of ways. When it was released, Telltale CEO Dan Connors interviewed with online adventure game store “Adventure Gamers” and discussed the rationale behind creating TTHM[mixnmojo.com]:

Telltale Games is about great characters and stories; Telltale Texas Hold Em is about characters. The reason this is the first product released by Telltale Games is because it is much more straightforward then launching a full adventure game based on a license. All the work we are doing on characters now will definitely benefit the quality of our adventure games...The Telltale Engine and Toolset will be used to build all of our products. It is focused on elements required for 3D storytelling and character presentation. The reason why we chose Texas Hold Em as a game mechanic is that poker is all about nuances in the players. Everything we have done with the engine for Telltale Texas Hold Em will be iterated on in our future games.


The game wasn't initially intended for commercial release, but when development finished, the team decided they liked it enough to put it up for sale. They added a nice bit of music to the final product, which was easy to license since it was recorded by the father of Telltale designer Heather Logas. If you ever want to give Jerry Logas and the Reunion Band a listen, you can either check out their Bandcamp page[jerrylogasandthereunionband.bandcamp.com] or just buy TTHM - no word of a lie, he does make some pretty nice jazz tunes.

Telltale’s first game did produce one recurring, albeit seemingly faceless character. Artie Flopshark, the man who allegedly wrote the tutorial guide for Telltale Texas Hold ‘Em, is mentioned multiple times to be an outspoken “poker guru”. Harry Weinhead, one of the players at the table, will make frequent reference to him, citing Artie as his “poker instructor”. Long after his debut, Artie was given plenty of mention in Poker Night at the Inventory - both as a ranking when the player goes into debt from losing too often, and by Max on multiple occasions, but usually when he’s telling the story about how Flint Paper killed Artie in cold blood.


Telltale Hold ‘Em’s cast was a little strange - there’s the pompous Harry Weinhead, voiced by Nate Schaumberg, a past employee of Lucasarts who subsequently worked on the Lara Croft series.


There’s the easily intimidated Grandma Shaky, voiced by Wendy Tremont King, who went on to voice another old woman for Telltale’s first “Bone” game.


You’ve also got Boris Krinkle, voiced by Carter Coleman, who later makes a cameo appearance in Sam and Max: Save The World. In that game, he seems to have a different alias - Leonard Steakcharmer - but Max says he looks more like Boris Krinkle. Meanwhile, at the 2005 poker table, other players will say he looks more like a Leonard Steakcharmer. In both games, other characters feel the need to say that they think Boris is a pretty ugly guy.



Theodore Dudebrough allegedly stars as “himself”, but is actually the alter-ego of Telltale designer Brendan Q. Ferguson. Ferguson is credited as Dudebrough whenever he does voicework in Telltale's games, meaning he is occasionally seen twice in credit reels under different names. His character also briefly appeared in some early Poker Night promotional material, but we're getting ahead of ourselves now.

Telltale’s Texas Hold ‘Em is not a great game, to be honest. However, it is an interesting proof of concept. Given that the developers were creating the project as part of an early engine experiment rather than making something with an active retail audience in mind, Telltale’s Hold ’Em is passable given it’s present day price. At least you can still buy it from Telltale, unlike it’s more successful spiritual successor...

an intermission

About four years later, in May of 2009, Telltale put out a poker themed survey[mixnmojo.com] to gauge interest for a new potential game. To incentivise respondents, Telltale gave a free copy of TTHM to anyone that completed the questionnaire. It was a little vague - options on the form asked whether people wanted a game which involved “dogs playing poker” or if they were more interested in “unprofessional poker”. It wasn’t completely clear what Telltale was alluding to, but many fans of the company interpreted the move as an indication that Telltale Texas Hold ‘Em 2 was in the works.

Development on a new poker game wouldn't start until over a year later, however, in September of 2010. Work on their new long rumoured project finally began; in November, teasers and announcements of the new game's content became more widely available to the public. The characters to be seated at the table were gradually announced, some PAX exploits were had, and a snazzy trailer was put out. Oh, and there were TF2 freebies! Who wouldn't want exclusive items for Valve's hot albeit not yet free-to-play title? Long time fans of Telltale, Valve and Penny Arcade were all drawn in and eager to play. So, without further ado...

the inventory debuts

Face down in front of me is the card beast of your worst poker nightmare...Just something to consider.

Poker Night at the Inventory is pretty much what it says on the tin, but it has a bit of lore: you, "the player", go to a secret club called "The Inventory", a historical venue which was set up in 1919 as a response to early drafts of 18th amendment which threatened to not only prohibit alcohol, but also ban many games and activities - poker, of course, being one of them. The Inventory is kept a secret so that people can always enjoy amusements there in case word of similar legislation circulates again. The other players have already arrived at the table - you sit down to play a full game of Texas Hold 'Em poker and hope that you're able to bust everyone else out by the end of the night. Aside from the flourishes in some of the card sets and tables, the actual game is just regular old poker. You'll be raising, folding, and checking as if you were playing a game with anyone else. The different characters at the table will have their own quirks, play-styles, and tells, but aside from this, there aren't any catches or gimmicks.

A refreshing deviation from the studio’s usual episodic style, Poker Night was developed as part of the “Telltale Games pilot program”[theinventory.fandom.com], which trialed new kinds of games with different structures to their typical format. Puzzle Agent and The Walking Dead (originally titled as “the zombie prototype” internally) were also a part of this pilot program. The idea to reprise Telltale’s Poker efforts came straight from the top; CEO Dan Connors pitched the idea to his company[web.archive.org], and then pitched it to their industry connections to see if the concept would take off:

We've had the idea for some time of [exploring] what video characters do when they're not ‘on the clock' in the games we play...We pitched the idea to friends in the industry and it really resonated. We all had a great time imagining what these guys would banter about while slinging cards – from there Poker Night at The Inventory was born.

Telltale designer Sean Vanaman has also gone on to say the game was very much “an excuse” to get a bunch of characters they like together and have them interact in a 'behind the scenes' environment. With regards to this, Vanaman also noted the importance of the games neutral social setting, putting the characters in a space where they could express themselves naturally while having ample room to interact dynamically with each other. Creating "The Inventory" and giving it a separate history while making it pertinent to the thematic setting meant that none of the crossover franchises would unfairly impose on one another and dominate the poker table, ensuring more balanced banter all around and avoiding cliched characterisations of the franchises present.



Telltale managed to get the green light from Steve Purcell, The Brothers Chaps, Valve and the creators of Penny Arcade to star their IP’s in a new poker game - but they didn't just ride the loaned licenses for all of their worth. Telltale took a very cautious approach when writing dialogue for the game and regularly consulted with the creators of the original characters in order to make sure they represented them correctly. This was an issue which the development team were especially trepidatious about, given that none of these properties belonged solely to Telltale, and they had never written dialogue for two of the characters before. The Brothers Chaps, creators of Homestar Runner, wrote a lot of the dialogue for Strong Bad and worked very closely with Telltale's writers. Tycho’s creator, Jerry Holkins, gave direct feedback on Telltale's depiction of his IP thoughout the production of the project, with his changes often exaggerating the humour already written for the character.

"We're fans of all these franchises,"[web.archive.org] notes Vanaman, citing the difficulties inherent to breathing life into such established characters. "We ran into Valve's Robin Walker here at PAX, and we were like 'Robin! Oh man, we won't mess it up!'. He's really excited, but it's daunting -- when I'm sitting there writing dialogue for the Heavy, I have hundreds upon hundreds of chances to sell this character out...

“The most hands-on the license holders have gotten, though, has been two very different experiences. One is Matt Chapman, who's the voice and co-creator of Strong Bad, and with him, you write the script -- and we knew this working with him on Strong Bad's Cool Game for Attractive People -- you write the script, and then he goes into the studio and becomes Strong Bad, and it comes out different, but still the same...And working with Jerry Holkins of Penny Arcade, we just really hit it off...I finish the script, I send all the Tycho stuff to Jerry, and three days later, he sends me back edits -- and it would all really be just tweaks, like 'This word is really something more that Tycho would say,' or he might kind of spin the conversation in a different direction."

“Poker Night At The Inventory is out[web.archive.org], and I've read some really nice things about it sur le web. I wrote a few lines, but mostly looked after tone, which they seemed to have a strong handle on already. I snuck a few lines in for other characters as well, because when am I gonna have an opportunity like that again? Fun project, though. A+++, would work with again, etc.“

Telltale’s comprehensive understanding of the licensed characters and the intricate worlds they hail from helped forge a unique Poker experience, the likes of which had never really been seen before. Rather than making a crossover cashgrab, Telltale used Poker Night as an avenue to develop and expand on those characters in a relaxed but immersive setting. Let's discuss those characters, the histories behind them, and how they came into contact with Telltale.

the crime fighting lagomorph, max

Max: What sort of degenerate gambler do you think I am?
Heavy: I do not know.
Tycho: I'm not sure.
Strong Bad: Uhh... the calling sort?
Max: The reckless and forgetful sort! I call!

Voiced by William Kasten, the first player to your left is Max of Sam & Max fame. His playstyle is somewhat random, and he will constantly remind you of the fact that he doesn't understand how Poker works. His moves are generally unpredictable, meaning he is the most likely out of anyone to pick the nuclear option at an inopportune time with no regard for what cards he thinks you have, or even the cards he has. All this said, Max becomes a more formidable opponent when you're playing on hard difficulty as his AI has a much better grasp of how poker actually works. He will be more likely to fold early if he actually gets a bad hand, meaning he'll often stick around a little longer, but he's still willing to bluff aggressively and is more than willing to go all in before the flop when he has some leverage.

Sam & Max started out as a run of comics in the 80’s, making Max the oldest IP sat at the poker table. Fun fact: the credited creator of Sam & Max, Steve Purcell, technically wasn’t the original creator of Sam & Max. When he was a kid, the characters were drawn in a couple of doodles and comics by his younger brother Dave. Steve would finish off Dave’s stories whenever he hadn’t the time to complete his strips, with Steve emphasising the more quirky aspects of their style and having the duo parody themselves in an attempt to annoy Dave, as siblings do. From here, the humour which attracted people to the Sam & Max franchise was born, with it’s sprawling universe spawning from Steve’s vivid, over-the-top exaggeration of the characters and their respective dialogues. For his birthday one year, Dave gave Steve the rights to the characters as he had eventually grown bored of them. Steve Purcell went on to art school and continued drawing Sam & Max comics, eventually writing them for his university newsletter. This was until publisher Steven Moncuse took more of an interest towards Purcell’s works in 1987, leading to the comics first official publication.

In 1988, Purcell found himself working as an artist and animator for Lucasarts, playing a part in the creation of their adventure games. Four years after his original hire, Lucasarts offered to make an adventure game called “Sam & Max Hit the Road”. It was released to critical acclaim and is still praised as one of the best adventure games of the 90s, having made many a top ten list that decade. Purcell would continue to work on a variety of Lucasarts games until the company approached him in 2002 to make a Sam & Max sequel. Infamously however, the development of this game was cancelled by Lucasarts in 2004 as a result of their change in game direction, much to the dismay of Purcell and his fans.



A year later, he took the franchise to a new game company on the block which had formed from other ex-Lucasarts employees - this company being Telltale, of course - and they began working on a sequel. After Telltale picked up Sam & Max, the series ultimately transformed long-term and became more closely associated with video games than any other media. Since Sam & Max was one of the few titles which had successfully implemented an episodic structure within their games, it stood out among other big names trying to do the same - like Valve's Half-Life, for instance, a series which did not lend itself well to that format.

Max was hitting the peak of his internet popularity and seemed like an obvious choice for a game like Poker Night - a character the Telltale designers were already very familiar with, Max freely makes frequent reference to the strange beast that is the Sam & Max lore. It's difficult to keep up with all his insane stories when playing as he's very much lost in a world of his own. Surprisingly, despite the fact that he never shuts up, all the other players at the table seem to get on with him quite well. Tycho and Heavy are often interested in his general exploits, while Strong Bad tries his best to reach out to Max to discuss their recent “exploitation” by Telltale...

the gloved flash icon, strong bad

Strong Bad: No, I mean those incompetent dorks who captured maybe an ounce of our charm and charmisma in their terrible video game. Point on this, click on that. How 'bout I use MY fist on YOUR face, Telltales.
Max: Um, maybe you have me confused for someone else. Yeah. I disfigure bad guys and fight crime in New York City. That's my thing.
Strong Bad: We're being ex-ploi-ted!
Max: Ooh, exploitation! Santa Claus subjugated an entire race of elves in Season Two and Three.

Sat next to Max, Strong Bad - voiced by his co-creator, Matt Chapman - is probably the worst player at the table. If he's ever winning, it's usually because he's just been dealt some lucky cards. More often than not, he's the first person to walk away from the game. His play-style is overly aggressive and he will regularly play weak hands until the end of a round if he feels he can afford to. He doesn't change much on hard mode and he continues to be one of the weakest players despite his unearned over-confidence.

The gloved brainchild of The Brothers Chaps, Strong Bad is one of the main characters in Homestar Runner, an iconic flash series which made loads of videos and animations before YouTube was even a big thing. Back in the old 2000s hey-day of weird internet creations, Homestar Runner was like an interactive, dynamic flash sitcom type thing which stood out among the crowd of early online animations. There's no perfect way to describe Homestar Runner, to be honest, and there's not a lot of other long running series that are even remotely similar enough to compare it against.

IGN: Describe, in your own words, the Homestar universe.
Matt Chapman: ...that is the worst first question I've ever heard.
IGN: Not everyone knows that Homestar Runner is, so it'd be great to hear from you guys, the creators, and have it explained to us.
Matt: No no, it's a good question. Just a hard to answer question, which is why it's terrible. I don't know, it's a world full of weird, sort-of-human characters that are missing a lot of limbs...
Mike Chapman: And facial features.
Matt:...that interact and sometimes behave kind of like they're in grade school, sometimes like they're in college, and sometimes like they're old married couples. It's kind of its own thing. It references the real world, but stays pretty general in those references, so it's kind of its own universe. And... I don't know, that sounds like the worst thing I've ever heard of! That's why I don't like answering that question.“

Homestar Runner Dot Net - sorry, dot com - was a fully interactive website which hosted all kinds of cartoons, games and (occasionally limbless) characters. Looking for more licenses to collaborate with, Homestar Runner caught the attention of Telltale, and in 2008 they reached out to The Brothers Chaps by e-mail. After Telltale simply introduced themselves, both parties realised the mutual appreciation they had for one another’s projects and a strong connection was quickly sparked. Telltale went on to share the PAX make-a-scene spot with the Chaps the same year and released a game with them not long after - “Strong Bad's Cool Game for Attractive People” - which was released on PC, PSN, and also as a Wiiware title.

“...Matt: Joel, their marketing dude, just e-mailed the general e-mail address on the site. And when we saw that, it was like "Hey, we're from Telltale games." And I already had a subscription to Sam and Max: Season 1...
Mike: And we had played the original Sam and Max and all the other LucasArts games growing up...
Matt: Which is how we found out and why we were psyched for the new Sam and Max. So he was like "I'm from Telltale Games, we just wanted to talk about potential projects with you." So we were like, "That's a perfect pairing." If you were to ask me what game company I would want to call us I would say the guys that made Day of the Tentacle and Full Throttle, and that's who e-mailed us."

Interestingly, Strong Bad is the only character who physically can't swear at the table. In game, there's a setting in the options which allows you to censor profanity if you desire. The subtitles are always censored regardless of what you pick, but the characters expletives - mostly just Tycho's expletives - will be bleeped if have this turned on. Voice-lines which use swears have two versions in the game files - one where the word(s) in question are censored, and the other original version without the bleep. The only time Strong Bad attempts to swear is when Heavy is telling his somewhat infamous story where he tortured the BLU Team's Engineer - regardless of what setting you choose, though, you will not hear Strong Bad's swear. “That is some bleeped up bleep, man!” is allegedly what he said anyway.

Strong Bad is the most meta character of the four, breaking the fourth wall to no end. He's constantly ripping on Telltale and - much to the annoyance of Tycho - ripping on the Penny Arcade Expo and their respective website. His best relationship on the table, albeit unintentionally, is probably with the Heavy, who thinks Strong Bad is a boxer due to his gloved hands, referring to him fondly as “tiny Heavy” from time to time...

the big mann at the table, heavy

Strong Bad: Why do you keep calling me "Tiny Heavy"?
Heavy: You are heavy, tiny, no? You are RED Team. You have Killing Gloves of Boxing. You earn these for being great killer. You should try out for RED Team.
Strong Bad: Hmmm. I guess I could join your team of ruthless killers and lame hat-wearers and watch you get grenaded by 8-year-olds. I will play the role of Team Mother and Lord High Ragamuffin.
Heavy: You take many bullets before dying, I think.
Strong Bad: I likes the heroically tragic direction of my character.

Voiced by Gary Schwartz, and perhaps the most iconic character of the four, The Heavy is one of the most recognisable mascots from Valve's Team Fortress 2. At the poker table, Heavy will usually play aggressively and will openly mock what he calls “baby bets”. If you're in a hand with him, he's going to intimidate you as much as he can, trying his very best to make sure you're busted out before you even get to the river.

TF2 had only been out for 3 years when this game was released, making Heavy the youngest IP at the table - although his original character was conceived way back in 1999. The Heavy Weapons Guy from Team Fortress Classic wielded a crowbar, two different shotguns (single and double barreled), and an assault cannon. While he was slow moving, he couldn't be pushed around much by other classes, immune to knock-back and donning the strongest armour. When Valve officially took the Team Fortress name into their own hands, “after 9 years in development”, Heavy was functionally a pretty similar class to his original iteration. The main differences saw him wielding one shotgun instead of two, switching out the crowbar for his fists, and his “assault cannon” became the iconic minigun - “Sasha” - that we know and love today.

Telltale had a lot of options when choosing someone from TF2 to come sit at the poker table. A more mysterious character, like the Spy, would have fit right into the Inventory’s low-key jazz aesthetic. A more relaxed and sophisticated character, like the Engineer, might have juxtaposed the chaotic nature of the others quite well - according to Heavy, his teams Engineer introduced him to the Inventory one night. All this said, Heavy is the obvious "face" of TF2, serving as it's prime mascot. Jake Rodkin, one of the developers and community managers at Telltale, said they picked him since, despite his occasional outbursts, he's more the "still waters run deep"[community.telltale.com] type when he's off the battlefield. He's the only character which can make the whole table cry - his sense of sentimentality is certainly stronger than usual. Poker Night at the Inventory let us see the more intimate and knowledgeable side of Heavy, making his character more complex than Valve usually lets on. He's also the character that is the least aware of the meta - while all the other characters make references to their franchises, Heavy seems unaware of his status as a game character.

One of the main markets for this game was TF2 players - it’s promotional items were one of Poker Night's USPs and is what hooked a huge portion of it's playerbase. After winning poker tournaments and knocking out opponents, players could obtain items like the Lugermorph and The License to Maim, The Enthusiast’s Timepiece, The Iron Curtain, and “Dangeresque, Too?”. The Dealer's Visor, another promotional cosmetic item, was given to players who pre-ordered the first game, and can still be acquired pretty easily via trading. The other items can only be unlocked via the achievements in the Poker Night games.

The staff at Telltale were avid fans of TF2, and the studio created a small team called "The Telltale Seals" to compete in a number of TF2 tournaments - in the Poker Night game files, you can actually find an admittedly low-res image of the "seals" posed together. Through this team, Telltale made quite a few connections, the most notable friendship being sparked with Valve themselves[web.archive.org]. Having already listed many of their products on the Steam store, Telltale was set to have a fruitful relationship with Valve. When Telltale released "Sam & Max: The Devil's Playhouse" on Steam, an 11 day promotional period ran where owners of the game would also receive the now infamous Max's head cosmetic, a tradable Lugermorph - now of vintage quality in TF2 as to differentiate it from the otherwise identical Lugermorph drop in Poker Night - and Sam's revolver, "The Big Kill". Players clamored for these rare items, and to this day people pay upwards of $75 for Max heads. Alongside other expensive cosmetics like earbuds, Max heads were to be a staple of unusual trading, used as de facto in-game currency among rich traders. There's a callback to this in Poker Night at the Inventory - Heavy makes vague reference to the cosmetic when he gets annoyed at Max. Promotional items drove up sales for Telltale's games and helped spur on a trading frenzy in the world of TF2, which helped forge a stronger commercial relationship between Telltale and Valve. Actually, Telltale was the first non-Valve entity to put promotional items in TF2, and they inspired quite the trend over the following years.

Many avid players of TF2 cite Poker Night at the Inventory as their first foray into any poker game, with community reviewers on Steam often talking about how they first learned Texas Hold ‘Em from playing Poker Night. It is perhaps fair to say that, without its promotional items, the original Poker Night would have needed a bigger marketing campaign and a more famous character roster in order for it to have gained as much traction as it did. For the low price point of $5, it wasn't much of a financial sacrifice for complete newcomers to the world of poker in search of exclusive TF2 items.

Heavy will show varying degrees of aggression towards all the players on the table at some point, but for most of the game he gets on relatively well with the others. He proposes what he believes to be useful services to Max and Strong Bad, recommending Scout's “Force-a-nature” to Max and offering to murder for the King of Town for Strong Bad. The Heavy is especially suspicious of Tycho, however, worrying that he is secretly a Spy from the Blu Team, wary of what his sweater and his general demeanour conveys...

the pax ambassador, tycho

Heavy: You wear BLU sweater.
Tycho: Yep. Pretty much all the time. And I mean all the time. Ask the wife.
Heavy: What are you?
Tycho: Haven't we been over this? I know your head is the size of a grapefruit, but come on!
Heavy: You are not Scout. Maybe very tricky BLU Spy. Maybe... new class.
Tycho: I can use a keyboard to sabotage your team, steal your intelligence, and mail-order your sister to my ♥♥♥♥♥♥♥ doorstep, all in an afternoon! Yes, I'm a new class! I have a technical prowess beyond your wildest imagination.
Heavy: This is true?

That brings us to the second non-Telltale IP at the table - Tycho Brahe from the webcomic Penny Arcade. Rather than hailing from the world of video games, he comes from the land of comics about video games. Penny Arcade is perhaps more famous for hosting the Penny Arcade Expo - commonly referred to as PAX - at which Telltale is a regular attendee and host of it's iconic, fan led event "make-a-scene", a largely improvised animated creation made in collaboration with the audience, who provide ideas for the script and sometimes lend their voices to the strange creations made live. PAX was a great site for Telltale's promotional material and so their relationship with the events organisers became an indispensable industry connection over the years. After hearing about the Poker Night pitch, Jerry Holkins and Mike Krahulik - the artists behind Penny Arcade - decided to send Tycho to the table, probably because he has a much better understanding of how Poker works than his co-star Gabe does.

In terms of playstyle, Tycho is the smartest and most conservative player of the bunch. Using a “rock” like strategy, he will usually only buy in if he begins with a good hand. He's not immune to bluffing, and will occasionally be forced to bluff himself when in a tough spot - but he is likely to fold the most out of anyone during a typical game. As a result, he's the most likely to stick around longest and see games to the bitter end. During early development of the game, Tycho was going to buy in with his signature sweater. The Enthusiast's Timepiece was chosen instead, a recurring watch from the comics that has been quite the source of conflict between Gabe and Tycho since '99.[www.penny-arcade.com]

Contrary to popular belief, Poker Night wasn't Tycho's game debut, nor was it the first time he was given a full 3D model. A couple years earlier, Tycho was given that graphical treatment in the game series “Penny Arcade Adventures: On the Rain-Slick Precipice of Darkness”. The game was still blended with 2D elements, however - the dialouge was represented in the usual comic format that Penny Arcade was used to, so there wasn't much need for voice actors aside from it's in-game narrator.



This meant that when it came to voice acting, Tycho was sort of the odd one out on the table. Since he's usually depicted alongside speech bubbles and hadn't had much need for a VA before, there was no obvious choice lined up. It was rumoured for a while that Tycho's creator, Jerry Holkins, would voice Tycho's character given that Tycho is mainly based on Holkins himself. Instead, Andrew Chaikin was invited to voice Tycho at the table. Better known as musician Kid Beyond outside of his VA work, Chaikin is often referred to as a Telltale veteran, having already done plenty of work for previous Telltale titles such as Bone, Sam & Max and Puzzle Agent. Actually, Chaikin had voiced Max himself during the first episode of Sam & Max Season One before William Kasten filled his role. Chaikin was a fan of Penny Arcade before work started on Poker Night, so he already had a pretty good idea on how he should depict Tycho and the world he was a part of.

When casting Tycho, the development team was worried that no matter who they chose fans would be upset with their decision, with avid Penny Arcade readers having potentially read Tycho's voice as Jerry's or in their own ideation of his voice. Since they were essentially starting from a blank slate, Telltale was under pressure to pick the right “first-time” voice actor for an IP which wasn't theirs. However, Chaikin ended up being a popular choice - already relatively well-known amongst Telltale fans, they welcomed him as the first actor to “officially“ portray Tycho[community.telltale.com].

In some very early promotional material well before the game was released, Tycho was briefly voiced by Telltale designer Joe Pinney as part of the make-a-scene at PAX 2010. Technically, Joe Pinney is playing a velocoraptor disguised as Tycho - but that's aside from the point. In this video, we can see all sorts of game development treats and even a cameo from Dudebrough at one point. We can get a pretty good look at an early version of Tycho's new 3D model in this clip. Meanwhile, poker host and pirate Reginald Van Winslow's model looks like it's been ripped straight from Monkey Island - his new model made especially for Poker Night might not have been finalised or even thought about yet. The clip was about Sam investigating a murder at the inventory - in the game files, there are some unused lines where Winslow announces a death at the club, too. Some people thought this could have been a whole other aspect of the game which ended up being disused, others thought it might be a reference to a sequel, but in all likelihood, it was just an unused easter egg in the game.

the inventory's many benefactors

Come to think of it, we haven't discussed our pirate friend in depth yet. In order to have a poker game at such a fine establishment, you need a good host, of course. Voiced by Roger Jackson, Reginald Van Winslow from the Monkey Island series assumes this role - a bit of an obscure choice, but one that probably had a lot of sentinental value for Telltale. Monkey Island was an iconic adventure game series which many of the developers for Poker Night would have worked on in some manner back when they were at Lucasarts, and in 2009, Telltale had finally been able to revive the licence in collaboration with the new Lucasarts staff. Winslow isn't an immediately obvious choice, but his soft-spoken demeanour and his pursuit of largely trivial knowledge makes him a quality pick who fits right in with the quirky aesthetic of the game.

Aside from Winslow’s presence at the Inventory, plenty of the ingame decor also references Monkey Island in various ways. Portraits of various Monkey Island characters can be seen across the club, including a picture of Bruner, Fisheyes, and a Merfolk. To date, this is probably Winslows’ most prominent role in any game - his character serves as Telltale’s way of saying “thanks” to all those fans who supported their earlier works at Lucasarts years back.

Aside from the main characters, there's plenty of cameo appearances. In the background, you can spot Buster Blaster and Flint Paper near the bar. During the introduction, you can spot many Telltale characters, including Sam, Monty Muzzle and Trixie Trotter. After Winslow takes you down the stairs, you can also spot Momma Bosco sat with Girl-Stinky, both on their phones. This game was really a gold mine for avid Telltale fans, sneaking in all kinds of franchise appearances across the Inventory.

a complex character: poker night's ai

Max: Playing cards reminds me of the time Sam and I were hired to whack a guy for the longshoreman's union and they invited us to their high stakes hearts game.
Heavy: I am Union. RED Local 615.
Tycho: You guys unionized?
Heavy: Eh. It was necessity for group medical.

Before we move on from discussing the characters present at The Inventory, it's worth taking a moment to look at how the AI functions in game. Lead programmer Tulley Rafferty was the main guy behind, well, programming the AI that powered the characters. This informs how they respond to the players actions, how they play the cards they've been dealt, and how much they value the pot at stake. Rafferty wanted to have the playstyles of the characters reflect their personalities, making some players more erratic and aggressive than others[community.telltale.com] - each character at the table presented a different challenge to the player who would have to wise up to their antics. Accurate predictions of their moves and reactions would help a lot when it came to winning the pot.

The main difference between normal & hard is that on normal the AI is more likely to bluff/play bad cards, and is easier to scare off pots when it has a hand (ie more likely to fold to a raise even though it has good cards). Beyond that, we are talking about degrees. I’ll spare you the boring details, but every AI decision runs through a tree, with weights based on its skill level. The smarter the AI, the better decisions it will generally make. ...Each character has both skill and aggression. Skill is the major decision factor, usually aggression just affects size of bets (although it will sometimes alter the decision entirely). Tycho is the smartest and most conservative. Heavy is slightly less smart and slightly more aggressive than Tycho. Strong Bad is slightly less smart and considerably more aggressive. Max is actually as smart as Tycho (on hard difficulty, he is the dumbest on normal) but his aggression changes from hand to hand (unlike the others, who only change aggression on various semi-rare game conditions). So while Max technically is tied for the smartest, his erratic aggression causes him to make questionable plays and act dumber. For what its worth, I didn't originally set out to go left to right, I just tried to make play styles that I felt fit the personalities.

Poker Night also used an intricate tell system to help indicate what kinds of hands the other players at the table might be able to make. This further complicates the difficulty of the game, but in a positive manner: for instance, while Strong Bad may be the weakest overall player due to his over-confidence, it's more difficult to notice his tells compared to other characters since he has less expressive facial features. On the other hand, Heavy might be a better player than Strong Bad, but his tells are generally more obvious as he is an especially expressive character. And of course, you can't solely rely on tells, either - players may indicate they have a bad hand at the start of the round after being dealt weak hole cards, but these could easily turn into very strong hands depending on how the flop develops. Remaining vigilant and engaged with the game is a good strategy which can help you win without you having to rely on luck and/or complicated AI maths - but just like real life, sometimes you'll see something which isn't really there.

music at the inventory

I am defeated. This reminds me of famous song from motherland. "You must know when to hold on to your cards, and you must know when to burn them in fire. Because if you lose, you bring insufferable shame to Republic and are sent to a work camp in forest."

Perhaps the most underrated part of Poker Night is it’s musical score. A night of slow, low-key jazz covers of various themes from the licences present creates the perfect atmosphere for Poker Night - a subtle reference to the characters franchises with a real jazz club feel. The music was composed by Telltales go-to session musician Jared Emerson-Johnson, who had previously worked on Sam & Max and later made music for Telltale’s The Walking Dead and The Wolf Among Us. Joining him in the studio[web.archive.org] was Bill Storkson on guitar and bass, Jesse Wickman on drums, and Jordan Wardlaw on saxophone.

Emerson-Johnson had done plenty of work with Telltale and was familiar with plenty of franchises, having composed for some of them before. Jared had also done voice work for Monkey Island[alternativemagazineonline.co.uk], so he had done a number of jobs for them over the years. One of the tracks in Poker Night, “Office”, was originally written by Jared for Sam & Max Season 1 and was re-arranged for Season 2, meaning Jared was covering a song he created and had plenty of experience with. The original “Office” already has a pretty jazzy feel, so it was well suited for the soundtrack. This is of course also true for the track “Skunkape” from Sam & Max Season 3 - that said, the original “Battling Skunkape” from The Penal Zone sounds an awful lot different to it’s Poker Night rendition. For songs from Strongbadia, Emerson-Johnson covered “The Theme from Dangeresque II” and “Trogdor”. The cover for Dangeresque was just slowed and jazzed up a little, so it fits in pretty well - Trogdor, however, sounds wildly different to it’s original iteration. Some covers also came from Team Fortress; one cover was done of the main theme and one very relaxed cover of the Engineer’s theme, “More Gun”.

There have been numerous calls for the music to be released as a standalone OST, but according to Telltale, an album like this couldn't be released due to complications regarding the games licensing agreements. For a little while, the music was hosted on Spotify, credited to the artist “One Hot Drink”. It has since been pulled, probably for copyright infringement. However, Bay Area Sound[soundcloud.com], (Emerson-Johnson’s label) have also uploaded some of the tracks to SoundCloud. Jared Emerson-Johnson also seems to be okay with people downloading the music freely for themselves, so the actual agreements surrounding the game's music are a bit of a mystery.

Production of the music started in mid September and finished up about two months later in mid November - Emerson-Johnson worked right up to the deadline, only finishing the tracks just before the game's official release to the public. This was apparently common practice for Emerson-Johnson during his early work with Telltale, only finalising his works right before the set release date. However, this was also indicative of a wider issue regarding Telltale's usual development process for their games...

"an unmitigated disaster"

Strong Bad: You guys should know that I don't mind playing for such low stakes. I know you all must be strapped for cash during these...tough economic times.

Max: I had a sizable checking account in 1992, but they closed it when Sam and I used it while learning to launder money...for research!

A cause of concern for some fans was the speed at which the game was developed. According to the Telltale devs present at PAX East 2011, the final release was an “unmitigated disaster” - Poker Night at the Inventory was made in just 80 days[web.archive.org], which meant the team couldn’t quite iron out all the visual bugs, nor could they implement some of the more ambitious features[community.telltale.com] originally planned for the game. In Rock, Paper, Shotgun’s review series “Wot I Think”, a variety of gameplay issues were found - glitches regarding the cards meant some hands were near unplayable, animations were sometimes clunky and didn't finish properly, and the UI was widely criticised. The lack of polish in key areas alongside the game’s tendency to repeat certain strings of dialogue ad nauseum had critics divided over the quality of the final product. Ultimately, it faced a lot of the same criticism that Telltale’s Texas Hold ‘Em had faced prior - repetitive, a bit janky, and somewhat predictable. Many critics agreed that, due to it’s low price point, most of these issues were forgivable, and many of the major issues which seriously affected the gameplay were patched in an update during the month after the original release - but long-term Telltale fans raised audible concern about the development process and the precedent this set for the studio’s future works. Perhaps those fans were right to be worried.



As you may recall, Telltale sort of collapsed in 2018 due to a variety of financing troubles. You might also recall earlier on in this script, we briefly covered how Telltale had successfully trialed episodic formats for their games and their success with it. I was specifically referring to Sam & Max when I mentioned this fact, but anyone familiar with the company will know how reliant Telltale was on that format for a variety different series. Their repetitive strategy combined with their outdated engine meant Telltale was getting bogged down - the studio was not innovating enough with new ideas or new approaches. Telltale wasn’t making those high sales numbers anymore; their typical game structure had become old news to consumers. An anonymous source from Super Bunnyhop’s video on the studio’s insolvency - a video which is definitely worth a watch - said the following, which sums up the source of Telltale’s downfall pretty well:

“It was always about shipping more episodes every year: just push out more episodes, and we’ll make a huge profit...[our previous CEO] decided that we should churn out as many games as possible while treating the employees like dirt...he was committed to holding onto our aging engine and remaking the same game over and over.”

Taking on too many employees and training them to use arcane, outdated software meant the company was unable to deliver quality products to represent the brands they had negotiated those big licensing agreements with. Combined with punitive charges aimed towards them as a result of repeated press leaks which breached non-disclosure agreements, it was only a matter of time until the studio hit deaths door. And yet somehow, nobody saw it coming, really - even internally, the news of closure was a shock to many. With the whole Telltale team having been laid off in record time, many of their games were shelved and could not be purchased on Steam or from their site - a lot of their games involved complex licensing agreements that the company could no longer uphold.

After lying dormant for a while, Telltale was put back in business during the second half of 2019. The company which bought them (LCG Entertainment) put quite a few of their old games back on the Steam Store. However, both Poker Night at the Inventory and Poker Night 2 did not see a return. On it’s old support page[web.archive.org], Telltale said that the game “has been withdrawn from sale on digital platforms due to the expiration of our digital distribution agreement”, and that they “currently do not have any plans to renew this agreement”. Recent tweets from the new team indicate Telltale is still preoccupied with rebooting their more acclaimed franchises - particularly The Walking Dead - and that bringing Poker Night back to traditional retail sale is low on their list of priorities. Today, the only way to get your own copy of the game (legally) is to buy an existing Steam key. These used to be relatively cheap, but have recently shot up in price - and there is no guarantee that you’d actually get a working key from some of these vendors.

There is one other way to play the game and bag the items, though. Steam Family Sharing, a feature which was released way back in 2013, allows users to let other people on their friends list play games from their Steam library. While playing, the recipient of the share - the “sharee”, if you will - has all of their achievements logged to their account, with separate saves uploaded to the Steam cloud. So, because you can still get these achievements via family sharing, you can still get the exclusive promotional items. All you need to know is somebody who owns the game.

From this, a sort of small sub-economy has spawned to capitalise on family sharing of the game. Across TF2 discords and the Poker Night Steam community forum, plenty of people are popping up and making threads, willing to let others play the game if they pay with a key or two. This is probably the best and cheapest (legal) way to play the game today, as a Mann Co. Supply Crate Key will only set you back $2.49 if you buy it directly from Valve. To date, Poker Night at the Inventory is the only game on Steam with “partially active” promotional items gained from achievements - you can still get them, but you can’t buy the game. It isn’t possible to family share any other de-listed titles with promotional cosmetics for TF2. Games like Alliance of Valiant Arms, CrimeCraft GangWars, and Super Monday Night Combat, have been completely shut down since and no longer function properly with the Steam client.

concluding remarks

In a way, Poker Night at the Inventory was Telltale’s way of celebrating their achievements over the past five years. They had managed to revive the Sam & Max series, bringing a beloved hit into the third dimension for the first time; they had made indispensable industry connections with creative minds like The Brothers Chaps and the critically acclaimed titan of PC gaming, Valve; they had secured key spots at PAX which allowed them to interact directly with their growing fanbase; they had been able to work on a new Monkey Island game, the series which held a lot of nostalgic value for much of Telltale’s staff; and they tied this whole homage up in a neat little package that referenced their first official studio release way back in 2005.

So, it’s a bit of a shame that the legacy of Poker Night has been muted somewhat by the TF2 items which originally helped promote it. Today, lots of people who play for the first time simply speed through the game with consecutive all ins until they're lucky enough to bust everyone out and get their goodies. Some use programs like SAM - the Steam Achievement Manager - to unlock the items without even launching Poker Night. The Inventory has largely become a means to an end for TF2 players, a place where they can quickly bag some Demoman shades and a couple of cool guns. For a quirky if short experience with so much unrealised potential, and one of the few genuinely fun PC poker games out there, it's a shame that Poker Night now lives in the shadow of a Valve title. But would as many people have played the game otherwise? Maybe not, if we're being honest with ourselves. I know I definitely wouldn't have done.

Before it’s release, Telltale CEO Dan Connors said that Poker Night would have to shift somewhere in the region of 100,000 to 200,000 units to see a sequel. If SteamDB is any guide, the original Poker Night clearly thrashed that goal big time. As a result, Poker Night 2 was released 3 years later, seating a whole new cast of characters and introducing a new robotic dealer. But the development history of that game is a story for another day. For now, I’d recommend you boot up the original if you have it, and find a way to get a hold of it if you don’t, because I doubt there will ever be another game that’s quite like Poker Night.

[Prism Ra]

Great job!

[NintenGunner]

I watched the video before reading this, so I'm just coming here to say that it gave me an incredible appreciation for both this game and Telltale as a whole that I didn't have before. Very well done, thank you for creating such a thing.

[мєєѕтєя тωєєѕтєя]

Great video, I think I'll play it for the first time since 2017 now :) Unfortunately the game stopped working on my old Mac so I couldn't play it then.

[Wolliver]

It's true. I learned poker from playing this game, which I got to win the TF2 items when I was a kid. I'd later get better by playing against my Dad and brother. It's fun to go back to this game years later, long after I quit playing TF2, and just enjoying the game for what it is. Thanks for the guide.

[meikkon]

thanks bruh, honestly i think most people on steam learn poker from playing this game as well. i know i did anyway!

[lightwo]

I watched the video. Very interesting documentary! I never played this game (truth be told, I don't know poker and would probably play it for the sake of items), but now I want to at least try it out myself.

[Wodaz]

Great read, thanks for writing this up bud

[meikkon]

good luck lol

[jratt INFOWARS.COM]

Gnarly post I'm reading it now brotha