Fallout often looks like the distant past, but it’s really the far-off future—and, actually, it’s the end of life as we know it.

In the new series, debuting on Amazon’s Prime Video on April 12, a nuclear war breaks out across Earth in the year 2077—which is (or was) an era of robots, hover cars, and a deep and abiding nostalgia for the America of the 1940s. Everything from the clothes, to the entertainment, to the vehicles mimic the look of that bygone age, albeit with a sci-fi tilt. That retro-futurist aesthetic was one of the charms of the mega-selling video game series that inspired the show.

Mass extinction is just the starting point for Fallout, which was developed for TV by Westworld creators (and husband and wife) Jonathan Nolan and Lisa Joy. After the incendiary mushroom clouds, the story flashes forward 219 years. How did humanity fair over those blighted two centuries? Lucy, one of the lead characters (played by Yellowjackets star Ella Purnell), has no clue. She has lived her entire life inside a subterranean vault, where every need and want has been satisfied while generations and generations await the day when it is safe to surface.

When a crisis forces Lucy to venture above on a rescue mission, she finds that the planet above remains a hellscape crawling with giant insects, voracious mutant animal “abominations,” and a human population of sunbaked miscreants who make the manners, morals, and hygiene of the gunslinging Old West look like Downton Abbey. “The games are about the culture of division and haves and have-nots that, unfortunately, have only gotten more and more acute in this country and around the world over the last decades,” Nolan tells Vanity Fair for this exclusive first look.

Lucy is nice, but Lucy is naive. In the Fallout universe, the human beings fortunate enough to ride out the apocalypse in underground communities only had that option available to them because they had money. Forcing doe-eyed Lucy out into this sadistic, Darwinian remnant of civilization opens the door for Fallout to engage in some social satire as well as action and adventure. Like HBO’s hit The Last of Us, which was also adapted from a blockbuster video game, the end of the world offers a rich opportunity to comment on the real one.

“We get to talk about that in a wonderful, speculative-fiction way,” says Nolan, who directed the first three episodes. “I think we’re all looking at the world and going, ‘God, things seem to be heading in a very, very frightening direction.’”

As Westworld demonstrated, Nolan has a fascination with the mix of mythology and psychology that make up human nature. His characters typically believe one thing about themselves while behaving in a radically different way under pressure. He previously created the series Person of Interest, about a world in which crimes and terrorism can be predicted in advance, and cowrote such films as The Prestige, The Dark Knight, and Interstellar with his filmmaker brother, Christopher Nolan. Jonathan—who goes by Jonah—is fond of plunging his fictional test subjects into situations that unsettle their deeply held beliefs.

“So many of us have such naive ideas, even now, about everyone else’s experiences, and it’s one of the things I love about America. It’s this giant, manic collection of different experiences, different points of view,” Nolan says. Desperation only exacerbates those fissures in Fallout, as Purnell’s do-gooder soon discovers. “Lucy is charming and plucky and strong…and then you see she’s confronted with the reality of, hey, maybe the supposedly virtuous things you grew up with are not necessarily that virtuous. If they are virtuous, they’re couched in a circumstantial virtuousness. It’s a luxury virtue. You have your point of view because you never ran out of food, right? You guys were able to share everything—because you had enough to share.”

The Fallout series tracks “her collision with the hard reality of other people’s experiences and what happened to the people who, frankly, were left behind, left to die,” Nolan says.

Fallout is leavened by the same twisted sense of humor that made the video games so appealing. The ubiquitous logo of Lucy’s people, the Vault Dwellers, is a winking cartoon who perpetually flashes a giant smile and the thumbs-up sign. This “Vault Boy” iconography originated in the games and was intended as an ironic, tone-deaf contrast to the hardscrabble existence of those who endure on the surface. Nolan and Joy’s determination to maintain that mordant comedy was the key to making the world work as a series, says game-maker Todd Howard, the director of 2008’s Fallout 3 and 2015’s Fallout 4 and executive producer at Bethesda Game Studios, which developed the franchise.

“We had a lot of conversations over the style of humor, the level of violence, the style of violence,” says Howard, who’s also an executive producer of the show. “Look, Fallout can be very dramatic, and dark, and postapocalyptic, but you need to weave in a little bit of a wink…. I think they threaded that needle really well on the TV show.”

Vault Boy not only appears in the show, but the imagery even gets an origin story (which we won’t spoil here). “That was something that they came up with that’s just really smart,” Howard says.

Fans of the games should know that everything in the series is officially part of Fallout lore, and Bethesda was careful to make sure the scripts could coexist with previous storylines from the gaming titles. “We view what’s happening in the show as canon,” says Howard. “That’s what’s great, when someone else looks at your work and then translates it in some fashion.” He admits to being envious of some of the TV show’s interpretations and additions: “I sort of looked at it like, ‘Ah, why didn’t we do that?’”

The prospect for a Fallout film or TV show has been in the ether for years, but Howard was always resistant to it. “I’ve taken countless meetings with producers, or heard pitches, and nothing ever felt like the right fit,” he says. “Or maybe I was [wondering] a little, How will it affect the franchise? I took a very cautious approach.”

Howard is an admirer of Interstellar, which he cites as one of the inspirations for Bethesda’s latest game, Starfield, a massive, open-world story that allows players to build their own characters and starships to explore more than a thousand planets scattered throughout the Milky Way. “The movies he’s worked on are some of my favorites. And I’d heard that he liked video games, and had an eye for that stuff,” Howard says. “I’d said to somebody—and I won’t say who—but I was taking a meeting with another producer, and said: ‘Before I talk to other people, I want to hear that Jonah Nolan says he’ll never do it.’”

That led to a conversation between the two—and Nolan actually was interested. He and Joy acquired the rights through their Kilter Films production company, then set about inventing new characters and trials and tribulations with executive producers and writers Geneva Robertson-Dworet (cowriter of 2019’s Captain Marvel) and Graham Wagner (a veteran of The Office, Portlandia, and Silicon Valley), who serve as Fallout’s showrunners.

Howard says he and Bethesda were sold when Nolan and his team proposed building an entirely new story within the existing realm Fallout. “I did not want to do an interpretation of an existing story we did,” Howard says. “That was the other thing—a lot of pitches were, you know, ‘This is the movie of Fallout 3…’ I was like, ‘Yeah, we told that story.’ I don’t have a lot of interest seeing those translated. I was interested in someone telling a unique Fallout story. Treat it like a game. It gives the creators of the series their own playground to play in.”

As the Fallout show progresses, Lucy’s journey intersects with the two other lead characters, who are new to the universe. One of them is the wannabe soldier Maximus (Aaron Moten, the tragic Petey from The Night Of), who grew up aboveground but, like Lucy, was also raised in a cloistered “family” of sorts—a brutal collective of warriors called the Brotherhood of Steel.

“It’s a little bit of the Marine Corps. It’s a little bit of the Knights Templar. It’s this kind of weird fusion,” Nolan says. “In the absence of a federal government, you just had all this military hardware lying around. Who would get it, and how would they maintain control of it?” The answer is the Brotherhood, which Nolan describes as being fueled by “a mutated version of patriotism, religion, loyalty, and fraternity.”

Their control comes from the battalions of super-soldier knights in shining power armor, who stalk the landscape enforcing the Brotherhood’s notion of order. Maximus fills a role that’s straight out of medieval times. “He’s a squire,” Nolan says. “This is a drawing on the classic Arthurian Knight legends where life was cheap and you had a squire as long as they were useful. They had to prove their worth, they had to prove their valor and their strength, and if they didn’t, they were kind of cast aside.”

Max serves the giant, seemingly robotic figure of his master with the same naive faith that Lucy has in her Vault Dwellers. But unlike her, he has a cynical sense of self-preservation that leads him to not always behave honorably or heroically. “One of the things we're trying to gently sidestep here is that kind of binary thinking, like, ‘They’re the good guys, or the bad guys,’” Nolan says. “Whoever the good guys and the bad guys were, they destroyed the whole world. So now we’re in a much more gray area.”

Fallout’s world is filled by a sprawling ensemble, including Kyle MacLachlan as Lucy’s father, the “overseer” of Vault 33, which essentially makes him the mayor of their hometown, while Homeland's Sarita Choudhury is a different kind of leader in this world, willing to sacrifice anything for her band of people. Moisés Arias (who as a child played Rico on Hannah Montana) costars as Lucy’s inquisitive brother. Michael Emerson, who starred in Nolan’s Person of Interest and is best known as hatch-inhabitant Benjamin Linus on Lost, stays aboveground this time, playing an enigmatic researcher named Wilzig. Most of the disparate parties are “chasing an artifact that has the potential to radically change the power dynamic in this world,” as Nolan puts it.

Then there is Fallout’s wild card, its third lead figure—the sinister bounty hunter known as The Ghoul (played by Django Unchained and The Hateful Eight’s Walton Goggins). The Ghoul is a gruesomely scarred roughrider who has a code of honor, but also a ruthless streak. He is the Good, the Bad, and the Ugly all rolled into one. He’s also quite a survivor—having existed for hundreds of years. The show occasionally flashes back to the human being he once was, a father and husband named Cooper Howard, before the nuclear holocaust turned the world into a cinder and transformed him into an undead, noseless sharp-shooting fiend.

In the Fallout games, Ghouls are typically cannon fodder, mindless zombies whose bodies have been mutated by radiation. The Ghoul is a legend, distinct among his kind for his cleverness and cunning. There’s still something of Cooper Howard, the person he used to be within this desiccated form. “Walton’s equally adept at drama and comedy, which is so difficult,” Nolan says. “There is a chasm in time and distance between who this guy was and who he’s become, which for me creates an enormous dramatic question: What happened to this guy? So we’ll walk backwards into that.”

He compares The Ghoul to the poet Virgil in Dante’s Inferno, someone in this hellish landscape who knows its full scope, origin, and secrets. “He becomes our guide and our protagonist in that [older] world, even as we understand him to be the antagonist at the end of the world,” Nolan says.

The games have already created a template for how creatures like him look, but that was dialed back for Goggins’s character. For one, he’s smarter than the average Ghoul. He would naturally have a different physique and face. But there’s also a practical reason to make him less Ghoul-ish. “You have to be extremely careful with it when you’re putting a full appliance on someone’s face, because you hired that actor for a reason,” Nolan says. “Their face is their instrument. [You want] the tiny little expressions and changes that they make.”

Prosthetics designer Vincent Van Dyke (who worked on Leonardo DiCaprio’s character in Killers of the Flower Moon) devised the look of the Ghoul. “I need to be able to see Walton and his performance, he needs to look like a Ghoul from the game, and he needs to be kind of hot,” Nolan says.

That last part turned out to be literally true. “The first day we were shooting with Walton in makeup, he comes to set and I’m looking at him, like, ‘Walton…are you crying?’ He just had sweat leaking out of the prosthetics under his eyes because it was so hot.”

If Lucy is the innocent of the show, then the Ghoul is her polar opposite—damaged and hardened by his centuries of endless life in a state of near-death. “He’s got a lot of mileage on him, but he’s still got a swagger and kind of a charm to him,” Nolan says.

Like its antiheroes, the world of Fallout has to maintain an appeal despite its grim aspects. “It’s a dark world in many ways,” Nolan says. “But the games were fun to play, fun to explore, and I think that was a mandate for us: to make sure that it was enjoyable to spend time in this universe.”