According to dialogue writer Mark O'Green, Fallout Online would have been set along the West Coast of the United States, in parts of Arizona, California, Nevada, Oregon, and Utah.

The story would have revolved around a long series of disasters, and one storyline would have involved the player going back in time to experience moments from previous Fallout games.

The idea for an online Fallout game was envisioned by Interplay founder Brian Fargo in the late 1990s, although development would not begin for several years.

[2] According to dialogue writer Mark O'Green, Fallout Online would have been set along the West Coast of the United States, in parts of Arizona, California, Nevada, Oregon, and Utah.

[3] O'Green said the disasters were intended to provide new storylines, and showcase that the world was still chaotic centuries after the series' inciting nuclear war.

[3] One of the planned storylines centered around nuclear test sites in Nevada, and would have involved the player going back in time to experience moments from previous Fallout games.

[3] In the late 1990s, Interplay Entertainment founder Brian Fargo saw a GameSpot poll that indicated players would like to see a Fallout massively multiplayer online game (MMO).

"[1] After Urquhart's rejection, Fargo proposed the idea to Engage, an Interplay division founded in 1996 to develop online games.

[1][a] Interplay's finances became so dire, that in June 2004 operations were suspended by the California Department of Industrial Relations due to a lack of workers' compensation and unpaid wages.

[8] In October 2004, Interplay sold Bethesda Softworks the rights to develop Fallout 3 and two potential sequels, for $1,175,000 minimum guaranteed advance against royalties.

[3] According to the contract, Interplay would need to secure $30 million in financing, begin development by April 2009, and release the game within four years of commencement.

[12] Eric Caen claimed that Bethesda had little confidence in Interplay's ability to uphold their contractual obligations, and were waiting for the rights to the MMO to default.

He also wanted the graphics to mimic the art style of comics like Hard Boiled, which was envisioned for the original Fallout but never followed up on due to technical limitations.

[3] According to Cleveland, "[Anderson] wanted to create individual skylines for metropolitan areas so you would emerge from a tunnel, and you would go, 'Oh, this is nuked New York,' and there would be this giant crater you’d have to navigate.

[3] On April 3, just two days before their contractual deadline to begin full-scale development, Interplay announced a partnership with the Bulgarian company Masthead Studios.

[1][13] Bethesda did not believe Interplay had begun full scale development before the deadline or secured the necessary funding, and submitted a notice of their intent to reclaim the rights to the project.

[15] As part of their suit, Bethesda used an SEC filing from June 30 that showed that Interplay was $2.54 million in debt with only $16,000 in cash assets.