Goliath’s Rest

Environment Breakdown

Derek Bentley


Derek Bentley

Lead Environment Artist


Hey folks! My name is Derek Bentley, and I’m currently working as a lead Environment Artist at Respawn Entertainment.
My first passion is creating believable, grand environments, but I’m also a sucker for any opportunity to do some creature designs.

My goal with every environment is to tell a story and make the viewer ask themselves, “What happened here?”


With my piece, “Goliath’s Rest,” I had a very simple goal in mind – to create a compelling vista shot that would help highlight a skeletal design I’d come up with.

My initial direction for the piece leaned more toward a dark fantasy theme, but eventually, I settled on wanting to do something a bit more colorful and peaceful while maintaining the core idea of a grave for a Giant.

Being short on free time, a secondary goal for me was to try to accomplish the above with as few assets as I could.


  • Maya
  • Zbrush
  • Substance Painter / Substance Designer
  • Marmoset Toolbag (For baking)
  • Unreal Engine 5

References and Inspiration

Overall, this piece came about from ideas in my head and coalesced into what it is now through time and iterations.

I had done the sculpting for the skull some time back, inspired by skulls I’d seen on a trip to a local museum.

Prehistoric whales/dolphin skulls had these great, segmented shapes that helped inspire my design.

This is my strong recommendation to get out there and look at things and be inspired – you’ll find inspiration in places you least expect.

The overall piece was inspired by the myriad pieces of concept art out there of giant, colossal skeletons in the wild.

I love the kinds of questions a scene like that makes the viewer ask, and as a big fan of Lovecraftian horror, there’s something about a skeleton that big that can be unsettling.

I use PureRef for all my reference-gathering needs.

Truthfully, my reference organization is a bit scattered – especially for a project like this where there wasn’t a need for exact, particular references – mostly I was looking for inspiration in terms of mood, lighting, and looking deep into overgrowth and cave references to make sure I could get the vibes right.

Blockout, Modelling & Sculpting

Normally, my blockout methods are pretty standard – simple, greyblock geometry to get the shape, feel, and composition right.

But this project was different for me because I had a centerpiece I wanted to build an environment outwards from.

I initially kept my blockouts fairly simple – just some rough shapes for the rocks and simple materials to get color and feel across.

The skull itself was mostly done at this point because I knew I wanted to nail that down first, and then build out from there.

A lot of my early blockout work centers on camera composition, angles, and lighting.

Skull and Bones

The primary focus for this piece was on sculpting. I wanted to make a piece that had an elevated level of detail while creating interesting shapes and silhouettes.

Sculpt-wise, the process was relatively simple. I started with a dynameshed sphere and used SnakeHook to nail down some early shapes.

I use the Standard brush quite a bit with a high Z Intensity to try and nail down my ridges and crevices.

It’s important for me to get these right as this is where good lighting will really help push and define your shapes.


I’ll use a lot of DamStandard for the sharper creases – sometimes, I’ll use it with a very low Z Intensity to break up the surface shapes.

I’ve also started using a new brush recently – GIO soft forms brush. Think of it as a more intense DamStandard that creates really beautiful creases. This brush is probably better served for something with a bit more skin, but I found some good uses for it across this model.

Once I’m happy with where everything is sitting symmetrically, I’ll start to break up that symmetry. I use the Move brush to push and pull my shapes around and really try to make it feel more natural.

It’s good to remember that there isn’t much in nature that is perfectly symmetrical – I find that breakup across a model really pushes it into a more believable territory.

Afterward, I’ll apply my overall surface noise to get that initial level of breakup going. I use the Surface > Noise option in the tools tab for this.

I wanted to give the skull a bit of a weathered, layered look, so in this instance, I’ve set the Y-scale of my nose to the lowest value it can go, and then I’m adjusting XYZ angles to have it project across the model in unique and interesting ways.

I make sure to apply this kind of detail using a very low strength value because it can overpower your macro shapes very easily.

From there, I use Trim Dynamic to help smooth any detail I don’t want.

I then follow this up with my micro details – bumps, scratches, dents, etc. Things that will further breakup the lighting and help with strong material reads at certain angles. For this piece, I primarily just used the Orb_Slash03 brush. It’s a nice clean line that adds that level of breakup I wanted for this piece.

Once the sculpt is done, I break the model up as needed, decimate, UV, bake, and paint until I get to a point where I’m happy.

Skull Texturing and Shaders

I received a few questions regarding the texture resolution and the fidelity of the skull – Because it’s such a large asset, how can an artist maintain texture resolution without resorting to using 4k maps everywhere?

4k Texture maps are definitely becoming more common industry-wide but should be reserved for moments where they’re absolutely necessary (cinematic hero moments, close-up character details, things of that nature).

Think of it this way – you can fit 4×2048 textures within the resolution of a single 4096 texture. Or 16×1024 textures. In terms of memory, these high-resolution textures are very expensive.

In the case of the skull, I opted to split it into several component elements – Horns, Skull Top, and Jaw and baked those details down into 3 different texture sets at a 2048×2048 resolution.

I was able to get some really good details out of this, and everything held up really well even up close.

To further push texture fidelity, I overlay a tiling detail normal on top of everything.

For this, I’ll use a fairly low-resolution tiling normal that has mostly nondescript details – often just bumps, pores, holes – things you’d expect to see at an almost micro level across your surface.

This can be particularly useful for any large props you create.

Below is an example of how I have it set up in my shader – I can control the tiling and intensity of the normal map to crank the detail or keep it more subtle.

For this particular instance, I’m keeping it fairly subtle because the skull won’t be seen up close in this scene.


My shader also features a standard Z-up material blend.

Because Nanite currently doesn’t feature a working vertex blend (And because I AM using Nanite for this scene), I opted to use a Z-up function to apply my base moss texture across all my assets.


I knew I was going to have to make some pretty versatile rocks here while also keeping the variety as low as I could due to time constraints.

I set out to create 4 rocks: Big, Medium, Small, Tiny.


I wanted the cave walls to have very strong horizontal layers, to match some of the cave references I’d been looking at. I really wanted to keep the shapes soft here to help keep the focus on the skull/skeleton (shape contrast is a powerful tool). This would be my large rock.


I wanted a more vertical, pillar-like rock to sit in the medium slot. This would help break up the horizontal lines of the wall itself and would look great layered through the composition of the shot.

My next rock was my boulder rock – the Small rock. I knew I needed a rock to help fill in spaces and help drive the scale of the scene.

The final rock(s), was the Tiny rocks. The scatter meshes, to further break up and ground my rock groupings. When dressing rocks, it’s really good to think of tiers – primary, secondary and tertiary rocks, or big, small, smallest.


Sculpt-wise, I used a lot of the same brushes and techniques I used for the skull itself.

Lots of Trim Dynamic to define the planarity where needed, DamStandard/Standard to define shapes, Surface Noise, and a couple of Orb classics to get the micro details.

For the texturing process, I opted to keep things relatively simple – just a couple of layers to get my light and dark values in the right place.


The major thing I’m looking to define here is consistency across the assets, as well as material basics – roughness, base color values, and maybe some height adjustments.

Once I have my base textures set up, I’m using the same shader I used on the Skull to overlay a detail normal, and in this case, a detail COLOR.

I like to keep things simple for myself, and in this case, I’m using a tiling rock texture set I found on Megascans that I liked. You can see how it overlays in the images below:

Foliage: From the get-go, I knew I wanted to have some degree of foliage to support this piece.

Even really simple foliage is a great way to break up materials and add a touch of color to a scene that might otherwise need it.


During a very early iteration of the scene, I experimented with a smaller-scale composition and really wanted to get an interesting moss asset to help support this.

The moss ball seen above is a crucial component of the final scene as it is used frequently. It works really well on a smaller scale but also holds up great when scaled up and used for larger elements – like the giant skull.

I made these moss balls by hand-painting my alpha and color textures and then applying a bunch of cards to a lump sphere. I then transfer normals to create a nice,  fluffy appearance using the method below:

I use this same methodology for the other foliage assets in my scene as well.


My last bits of foliage were the flowers I used to add a further degree of color to the scene. I knew these wouldn’t really be seen up close, so they’re kept super simple.

The alpha for both of these was hand-painted, while the color was done in Substance Painter once I had my flower assembled in Maya.


Water and Waterfalls

Water was an important component of this scene as it added a ton of movement to the composition and brought life to the overall image – I really wanted to do something unique that ultimately wouldn’t pull away from the main subject.

For this scene, I used PrismaticaDev’s Single Layer Water tutorial as the basis for my main bodies of water – I just needed something simple that was convincingly water and that I could alter easily enough.

For the waterfalls themselves, this is where things got a bit more interesting – but overall, still quite simple.

I started by making a quick, simple mesh in Maya – A plane, with a bit of a curve at the top in order to blend it into the upper water pool.

I then squash/distort my UVs for any of the faces immediately after the arc of the waterfall. What I’m doing here, or trying to do, is simulate how the force of gravity will act on the water as it falls – you’d expect to see some stretch happening in your texture.

Speaking of textures, for the waterfall foam itself, I hand-painted a custom foam mask in.


When combined, you get something that looks a bit like below:


I think like most people out there, I’ve been very into the rise in stepped animation across film and games, and as an extra level of spice, I wanted to add that same feel to the waterfalls here.

Below is a look at part of my waterfall shader – specifically, what I’ve added to create that look:


Lastly, I used a vertex color blend component in my shader to add the white edges you see where the waterfall meets the rocks.

It’s basically two water materials – one “normal”, and one full-white foamy, and I’m just using the vertex color to act as a mask between the two so I can control where the foam appears.

I’ve also applied the same UV distortion technique you saw in the image above to my height mask in order to give the foam some movement.


Lighting and Rendering

The scene went through many iterations in regards to both lighting and composition – what it really boiled down to was not knowing exactly how I wanted to present the skull.

If I went a dark route, I could get some really striking shapes and shadows, but I might risk obscuring details of the scene or the skull.

In the end, I opted to pop open a few holes in my cave walls and let some sunshine in. This cut down on the amount of lights I needed for this scene and was also a great time saver.

That said, I still needed to pop some lights into the scene to help highlight parts of the image or bring things out from total darkness.

And of course, some rim lighting around the skull to help pop that out from the background.

I also really wanted the water to pop with vibrance, so I’m actually using some simple point lights to help add a bit of bounced color on my rocks throughout the scene:


Overall, I’ve boosted my saturation a bit in my PostProcessVolume and added a nice hit of blue to my shadows. I’m also using volumetric fog to add just a little extra color to the overall scene.

My suggestion for anyone who’s afraid to play with the color settings – don’t be. I barely know what I’m doing with some of these numbers – but I do have a pretty good idea of what “good” looks like.

It’s good to experiment and get comfortable with playing with these settings.

Lastly, I’m using a super simple fog card setup to add that last bit of depth and atmosphere.

The cards and materials are super simple – just a cloud texture plugged into the opacity, with the edges masked off so you don’t get any hard edges.

I add a subtle panner to the opacity mask to create some movement, and then place them around in strategic locations.

You can see below how it looks with the fog cards turned on and off:


This piece was really a testbed and initial foray into Unreal 5. It was important for me to develop a pipeline for myself, as well as learn all the hot new tools and systems.

There are probably a hundred things I didn’t cover with the above piece, but I hope what I DID cover helps some of you to further your own projects. If there’s anything I didn’t cover that you hoped I would, don’t hesitate to reach out – I’m pretty easy to find online.

Thanks so much for reading this, and a special thanks to Games Artist for the chance to highlight this piece