Indie darling Aquaria may be best known for its serene underwater setting and gorgeous hand-painted artwork, but its genesis lies in one of the most twisted, most violent video games ever created, I'm O.K. That game, designed in part by "attorney" Jack Thompson, was part of the self-described school shooting expert's "A Modest Proposal" an ultra-violent game concept that was supposed to elicit a $10,000 pay out from Thompson, should someone be bold enough to make it. Jack, as expected, welshed on the promised charitable donation when I'm O.K. hit the web, but the freeware shooter garnered the attention of Aquaria co-creator Alec Holowka.

At GDC today, the two creators walked attendees through the undersea exploration game's development, from Yu's and Holowka's early programming experience with BASIC to early stabs at freeware. It was Holowska's Deep Sea Adventures, an early oceanic summer project, that bears the most resemblance to the final game, more so than any of the co-creator's other games.

The two creators hooked up after the release of I'm O.K. when Holowka praised the game in a Slashdot thread on the subject. Yu, who says he was very cynical about the idea of indie games and their potential nonetheless partnered with Holowka on what would eventually become Aquaria. Holowka, spurned by the prospect of a career in marketing, began working with Yu on an unreleased role-playing game known as Eminent Kingdoms.

"Everybody has to start working on a project that was just way too huge for them to handle," said Yu, with Eminent Kingdoms being that oversized project. Intended to be a procedurally generated RPG, building "a new Final Fantasy every time you ran the game" it didn't appear to get far before the two dropped the concept.

"Most of the inhabitants were drunk," Yu explained, illustrating just how far development got on things like NPC speech filters before the duo realized they were in over their heads.

Aquaria work began soon after, with the two showing off an early iteration of the game, a tutorial nearly a year in the making. The development process that followed was a throwback to Yu's elementary school days, with hand-drawn maps including characters and landmarks acting as early design templates.

When the two got funding, then decided to target the Independent Games Festival as a deadline, things got serious. "We got some money," Holowka explained, realizing "Now we have to finish this."

The game was becoming increasingly complicated, packed with characters and lacking in focus. Yu and Holowka, who ultimately became the entity known as Bit Blot, shifted focus on purifying what made Aquaria stand out—a focus on protagonist Naija and exploratory gameplay. They also reworked the interface, making it HUD-less, and decided to go with a fully voice acted script.

"At the time I was playing Dungeon Siege II and it had the most godawful voice acting ever," Yu recounted. "Just terrible. I thought 'These guys have big bucks behind them, if they can't get good voice actors, what can we hope to do?'"

Determined, they posted about the Aquaria gig on a voice actors job board, which met with sometimes disastrous, if often comedic, results. The two played a trio of some of the most overacted, most poorly executed script reads, often to hilarious effect.

"I really loved that," Holowka explained "I had so much fun hearing all these middle aged women reading my lines."

Eventually they settled on one of their first choices, actress Jenna Sharp, a "super talented amateur."

When they submitted Aquaria to the Independent Games Festival, it still wasn't actually finished. Faced with a game that "still didn't feel perfect," they playtested with friends and family, tweaking gameplay with new additions—new flora and fauna, more landmarks, a map system (finally) and a new cooking recipe concept.

The Bit Blot pair ended their talk with a helpful and familiar illustration that laid out their design philosophy. Using the Triforce from The Legend of Zelda, they explained the three aspects critical to game development: technology, business and art.

Lead with business force, they warned, and you'll get nothing but a me-too title that cashes in on the latest trend. Lead with technology and get games "like Quake, which are designed only to show off an engine." But lead with art, the force at the top of the pyramid, one can have games that follow a vision, with the marketing and technology helping to support that vision.