From Black Sheep to Black Mesa and Beyond

Shawn Olson - The Source of My 3D Adventures

Last modification: 9 Jul, 2019
14 mins

 Meet Shawn Olson, a technical artist specializing in 3ds Max and the Source Engine. He’s spent time as a journalist, photographer, web developer and game developer, and he is also an Autodesk Expert Elite inductee.

We asked Shawn to share his story on how he turned his hobby into a career and business, and how he and the Black Mesa team worked with 3ds Max to bring Black Mesa back to life.


I remember the first time I opened a 3D application. It was a program called Worldcraft (the predecessor to Hammer) that Valve had put together as a level editor for the game Half-Life. It was a eureka moment for my creative juices that steered the course of the coming decades of my life. Being able to create a new place that no one had ever visited before was exhilarating. It wasn’t long before I started dabbling in some of the other 3D applications that were around before the turn of the century.

"Something about 3ds Max flipped a switch in my brain, and it seemed like there was no end to creative possibilities"

Then I ran across 3ds Max R3. Shortly after 3ds Max R4 came out. Something about 3ds Max flipped a switch in my brain, and it seemed like there was no end to creative possibilities; I dived into 3ds Max and an array of large books on the application (back in the time that Internet resources were not as ubiquitous as they are today). Max, for me, was so logical and powerful that it quickly unleashed my creativity. The fact that Valve had used 3ds Max for the models used in Half-Life was my first glimpse into the wider world of how Max was used for blockbuster games and movies.

For several years, making levels for games like Counter-Strike and Half-Life remained a constant hobby of mine. During those early years I stayed primarily in Hammer but always kept one foot in the door of 3ds Max. Early on I had the wish to use 3ds Max entirely as a level editor for those games which ran on Valve’s Goldsource and Source Engines--but there was no way to do it entirely back then as even the scant tools there were had major limitations. Few people seemed to have an interest in designing levels outside of Hammer. Whenever the few like me mentioned a desire to use 3ds Max instead of Hammer, the general consensus seemed to be that it would be either impossible or impractical. Every time I mentioned the wish to use 3ds Max instead of Hammer, the responses from the Source Engine community always made me feel like a black sheep--even long after I became a well-known expert in that community.

Finally, I discovered MAXScript--the scripting language built into 3ds Max. It became clear to me that there really are no boundaries in bringing your creative ideas to life inside 3ds Max. Over the next decade I was able to turn my hobby into a career and bring to life my hope of using 3ds Max as a Source Engine level editor. Wall Worm was born--the company focused on building art asset utilities and pipeline tools for 3ds Max. The accessibility, power and simplicity of MAXScript literally changed my life by helping me find my place as a technical artist and plugin developer.

The majority of my time has been focused on the Source Engine pipeline--removing the traditional pain of the archaic methods of getting assets into Source (the traditional Source Engine asset pipeline is very slow, inefficient and tedious). I worked with the philosophy of that old cliche: Work Smarter, Not Harder. Thanks to 3ds Max, I was able to condense hours of labor into a few mouse clicks for some kinds of assets, helping Wall Worm grow to be used around the world.

My first major professional opportunity came when Rob Briscoe, the legendary level designer and environment artist for Dear Esther, hired me in 2013 to help port Dear Esther from Source to Unity using 3ds Max and various Wall Worm tools. Soon there was a fairly steady stream of small projects that kept me occupied; at the same time I started selling scripted plugins to the general public. In late 2015, the team behind Black Mesa contacted me about the displacement functions in Wall Worm--a type of geometry representing landscapes with a specific format for the Source Engine.

Black Mesa

Black Mesa is the remake of the original Half-Life but on the Source Engine. Valve had granted Crowbar Collective, the parent company of Black Mesa, a license to release their remake of Half-Life commercially. In 2015 when Black Mesa was Greenlit on Steam, the game had already been under development for several years.

Nathan Ayres, lead animator for Black Mesa, wrote, “We ran headlong into displacement limits. Our level designers couldn’t create anything very big with Source’s 2048 per-map displacement limit, so we cautiously doubled it to 4096. Then Hammer could take upwards of 12 hours to “subdivide” the displacements (change them from blocks into smooth natural shapes). This led us to contact Shawn Olson, the creator of a comprehensive set of Source engine tools called Wall Worm. We just had some questions about displacements using his tools, but Shawn jumped at the chance to help us with more, and it was only a matter of weeks before he was hired onto the team full-time. Ultimately Wall Worm would prove essential to Black Mesa’s development but in that moment, we were just happy that the displacements could be brought into 3ds Max and Subdivided in real-time.”

 Initially I had expected to move the team onto a 3ds Max-only pipeline when I was hired on. This was my initial goal/hope. However, the team was more diverse than I had expected in terms of applications being used. Most of the talented level designers had years of expertise with Hammer but very little experience in 3ds Max; among the artists were 3ds Max users, Maya users, and Blender users. It became clear that we would not convert to a Max-only pipeline. But our use of 3ds Max was essential. I found myself constantly involved with building and enhancing tools to make our multi-app pipeline as seamless as it could be--where 3ds Max/Hammer were the primary players that had to play nicely together as much as possible.

While there are importers/exporters in Wall Worm to exchange levels between Hammer and 3ds Max, there are some challenges. The main challenge is that Hammer’s design principles are atomic whereas 3ds Max’s design principles are more procedural--and the data for procedural content gets lost when sent into the VMF format which Hammer uses. So we had to find a way to keep the art content and level design working in parallel but separate.

Adam Engels, Project Lead for Black Mesa, wrote, “As we refined the art process, we were able to keep art in 3ds Max, then Instance that into Hammer. This keep art and the inner workings of the level separate, and allowed us to quickly see updates in game.” Most prop placement and displacement editing stayed in Max, and could then be added to Hammer scenes independently of the entity and brushwork, which was being handled in Hammer by level designers. In the the shot below from Hammer, the view alternates between what was in the native Hammer scene (mostly yellow) and then the environment art from the 3ds Max scene.

When I joined the Black Mesa team the game had gone into Early Access and we were feverishly trying to finish up the final chapters on the alien world of Xen. To accomplish our goals, which included heavily sculpted landscapes dense with props, we utilized several tools in Max. The Freeform brushes in Max’s Graphite Modeling Tools allowed our environment artists to sculpt Source Engine displacements with an ease and freedom not possible inside Hammer.

Environment artist Matt Young said, “Source Engine's solution for terrain, or ‘displacements’, has been generally regarded in the Source community as a frustrating, clunky workflow that has been relatively unchanged for well over a decade. However, Shawn has harnessed the power of 3ds Max to offer the alternative of sculpting our landscapes using Graphite's freeform modeling tools. In tandem with a 3D mouse, this allows me and my fellow artists to create deliberate and powerful landscape shapes— which, speaking from my previous years of experience in Source, has never been so effortless and fun. The results are so positive that our own player base questioned if we're even using Source anymore!”

3ds Max Black Vesa

For blending in the landscape materials we utilized the Data Channel modifier and Vertex Paint tools that allowed us to blend two to four materials with vertex colors in a way that matched the Source Engine’s vertex blending on displacements. Lead Programmer (and graphics guru)  Chetan Jaggi and I wrote some DirectX Shaders to visualize the blending inside the Max viewport based on the Source Engine rules. And when we needed to bake some of these vertex-masked texture blends into props, we were able to accomplish this easily by writing OSL shaders that mimicked the DirectX shaders for the native Max renderers.

For placing props, we used several strategies. For sparse areas or places needing specific items, we used simple drop-and place methods utilizing standard transform tools like the Select and Place tool. For denser areas needing a lot of randomness but still needing specific artistic placement, we used the Object Paint tools (again in the Graphite Modeling Tools). And for larger systems, we utilized Itoosoft’s Forest plugin.

When asked about his experience with Max, artist Brian Dale said, “Using Max has opened up development in a way Hammer never could. We now have access to all the features of Max along with plug in software (like Forest, Wall Worm and GrowFx). It has allowed us to make worlds that don't look like they are in the Source engine.”

Before the tight integration of the level design tools in Wall Worm and Max, artists always had to build props in isolation and have them placed via Hammer. Although Hammer had been used for many iconic games over the years, it hadn’t seen any innovation in well over a decade and is fairly primitive and archaic by modern level design standards. Since we could now do the displacements and prop placement inside 3ds Max, it meant a more efficient workflow with all the advanced tools that are available inside Max. Engels explained how Max helped the artist workflow, saying,

“3ds Max allowed us to more naturally place assets and detail the levels. If a mesh or UV needed to be edited, it was all done right there, in the same file as the rest of the level art. No back and forth between editor and 3D app.”


With these tools and more, we started to bring the Black Mesa vision of Xen closer and closer to life. Now the finish line is just around the corner. Ayres wrote, “Black Mesa’s Xen would not have been possible without Wall Worm, period.” By extension, that means 3ds Max--as without 3ds Max there is no Wall Worm. Because of Max, we have been able to bring modern design tools to an otherwise very aged game engine.

For me personally, it’s been a great honor to work with the talented team of artists and level designers striving to bring the final chapters of Black Mesa to life. Participating in this team effort has offered many rewarding challenges and friendships.



3ds Max is one of the most powerful creative tools in the world. Its constant innovation and extensibility make it the perennial swiss army knife of 3D artists and studios. Having dedicated nearly two decades of my life to this program, I know I’m biased about it--but I cannot imagine taking on any serious creative 3D projects that didn’t involve 3ds Max. It has the power to help bring your vision to life.


You can get Black Mesa now in Early Access via Steam.
For more information on Shawn Olson and his portfolio, visit;


Posted By
  • 3ds Max
  • Games
  • 3ds Max
  • Unity
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