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Half-Life 2: Episode Three is a cancelled game that was planned as the final installment in the Half-Life 2 episodic trilogy.


Although the game never reached a finished state from which a definite plot summary can be formed, Episode Three would have presumably picked up after Episode Two's cliffhanger with the discovery of the Borealis and the death of Eli Vance. Concept art suggests Gordon Freeman and Alyx Vance would have continued on their journey to the Arctic in search of the Borealis and Judith Mossman, only for their helicopter to crash. Traveling on foot, the two would have to face the Arctic environment while dealing with the Combine.

Development, cancellation, and future

See also: Development of the next Half-Life game

In April 2005, Valve announced an upcoming expansion for Half-Life 2, titled Half-Life 2: Aftermath, which would pick up after the events of the game. In February of the following year, Aftermath was renamed Half-Life 2: Episode One. In May, Valve explained Episode One would be the first in a planned trilogy, with Episode Three to release in December 2007.[1]

Very little news on the status of Episode Three could be found following the release of Half-Life 2: Episode Two in October 2007 with The Orange Box. With the exception of leaked concept art in 2008, Valve essentially went radio silent on the status of the finale for the trilogy. This led to further speculation that Valve was instead planning to create a full-fledged sequel titled Half-Life 3. Right up until the release of Half-Life: Alyx in 2020, the only news fans ever learned of any development on the Half-Life series came from leaks and datamining.

Behind the scenes at Valve, it had become clear over the course of developing the Half-Life 2 episodes that the team had an issue of scope creep: the episodes were planned to shorten the amount of time between Half-Life games (given the six-year time span between the first and second game), but Episode Two's development took much longer than anticipated and the results appeared to be much closer to sequels to Half-Life 2 than simple episodes. When the team was unable to come up with an episodic conclusion that matched the excitement and technological innovation associated with a Half-Life game, the obvious solution was to create a much larger next installment for the franchise, one that they could ship with the new Source 2 engine once it was finished.[2]

Episode Three was quietly cancelled during this time, with the only official announcement coming from Gabe Newell in a 2011 interview, where he confirmed that Valve had moved on from the episodic model of developing software.[3]

Following this, a number of projects planned as a potential Half-Life 3 were developed, some of which were still being worked on as late as 2014.[4] Although leaks over the years showed that Valve internally referred to many of these as Half-Life 3, none of the design experiments became a full-length Half-Life game due to a lack of excitement on the developers' end and the extended development cycle for Source 2. This, coupled with the pressure to create the increasingly anticipated follow-up to Episode Two ultimately prevented another Half-Life from seeing the light of day for nearly a decade.[5]

Half Life 2 Episode Three concept 2

Combine Advisors around the Borealis in the first Episode Three concept art image, released in 2007.

Advisor Intothepixel

Gordon Freeman face to face with an Advisor in the second Episode Three concept art image, created and released in 2008.

Borealis Advisors

Combine Advisors around the Borealis in the third and last Episode Three concept art image, released in 2008.

Official and semi-official derivatives


Portal's main setting, Aperture Science, is first introduced in Episode Two when Isaac Kleiner refers to a project they were working on with some promise that led to the disappearance of the Borealis from its dry dock. Information in Episode Two's files suggest this experiment was related to Aperture Science Handheld Portal Device and Aperture's portal technology. References to Black Mesa and by extension the Black Mesa Incident exist throughout Portal, and GLaDOS alludes to knowledge of the Combine.

At the time of Portal's release, Gabe Newell claimed in an interview with G4 that Chell has importance in the overall Half-Life and Portal universe, and would eventually have a fairly significant relationship with other characters we are already familiar. However, due to Episode Three's cancellation and the decision to retcon Portal's ending with Chell being dragged back into Aperture Science to set up Portal 2, nothing came of these plans.

Portal 2

Within the 1970s era of Test Shaft 09 in Portal 2 are several vitrified test chambers. One such test chamber, which has had its door blasted off by some unknown force, is revealed to be the dry dock for the Borealis. A nearby intercom with a recording by Cave Johnson reveals Aperture Science was experimenting with teleportation, suggesting the Borealis contains teleportation technology that the Combine and Resistance seek. Until the release of Half-Life: Alyx, this was the only in-canon continuation of the story set up by Episode Two for over a decade (Portal 2 is presumed to take place years, if not centuries, after the events of the entire Half-Life series).

BreenGrub Twitter

On May 31, 2012 a Twitter account called "BreenGrub" began posting. Its tweets suggested it belonged to Wallace Breen himself, who had a younger version of his mind uploaded into a host body, that of an Advisor. Breen attempted to pass on information to the resistance through these tweets.

On April 13, 2013, series writer Marc Laidlaw confirmed he was running the BreenGrub Twitter, but stated it was not canon to the Half-Life universe but rather "fanfiction." He elaborated: "I personally cannot give the world a Half-Life game. All I can personally do, for now, is stuff like this."[6]

The account ceased posting in July of 2014 after a series of tweets going in-depth about the history of the Advisors (who were apparently larva forms of a species called "Shu'ulathoi") and suggesting the Vortigaunts may be allied with another malevolent force. Breen was swiftly silenced by the Vortigaunts and was then influenced to spout Combine propaganda.[7] Breen subsequently seemingly abandoned the account, apparently realizing his feed was no longer secure.

Laidlaw departed Valve less than two years later.

Epistle 3

Main article: Epistle Three

On August 25, 2017, Marc Laidlaw abruptly published a document entitled Epistle 3, which he described as a "genderswapped snapshot of a dream I had many years ago."[8] Written by "Dr. Gertrude Fremont" to the "Playa," the document was interpreted by mainstream media as the plot to Episode Three with purposely changed names and even genders of several aspects of the Half-Life universe (e.g., Alyx Vance as "Alex Vaunt," Judith Mossman becomes "Dr. Maas," Vortigaunts as "Ghastlyhaunts," and the Borealis going by its beta name "Hyperborea").[9]

Because Laidlaw wrote it after he had left Valve, Epistle 3 is effectively fanfiction and not a canon ending to the episodic trilogy. However, it provides a possible synopsis of what such a game as written by Laidlaw would have looked like. Laidlaw noted on his Twitter that none of the ideas described were fixed, and they would have been changed based on the direction the programmers wished to take gameplay.[8] Valve's Robin Walker reiterated Laidlaw's statement following the release of Half-Life: Alyx, noting there was never an official plot synopsis for Episode Three and that Epistle 3 more closely represents ideas Laidlaw had floating around in his head.[10]

Half-Life: Alyx

Only one asset leftover from Episode Three's development made it into Half-Life: Alyx: Alyx's Gun, the model of which was recycled for the game.[11]

Although a majority of the game is set five years before the events of Half-Life 2, the story is directly affected by Episode Two's ending: a brain-damaged Vortigaunt shows awareness that Eli Vance is fated to die, and during the game's final section the G-Man sends Alyx through time to witness her father's death at White Forest before giving her the chance to change his fate by killing the Advisor. As a result, Episode Two's ending is effectively retconned, starting a new timeline where Eli Vance is alive but Alyx has been taken by the G-Man. The game's post-credits sequence picks up in this new timeline with Gordon waking up at White Forest seconds after Episode Two's ending. Eli, after swearing revenge on the G-Man, gets the crowbar from Dog and hands it to Gordon, declaring that they have a lot of work to do.

Leaked Artwork

Fan Recreations

Multiple fan projects have attempted to fill the role Episode Three would have had and create their own conclusion to the Half-Life 2 saga.

In 2009, a mod containing map packs masquerading as leaked content for Episode Three was released. The simple chapters depict Freeman and Alyx heading off for the Borealis, crashing in the arctic, discovering the ship, infiltrating it, before then escaping with Barney Calhoun as it is destroyed.

In 2016, a mod titled Half-Life 2 Episode 3: The Closure was released, one of the first completed attempts, although it received negative feedback due to the gameplay and design having very little to do with Half-Life and its extensive use of cutscenes.
However, a couple supplementary mods soon followed that attempted to fix The Closure mod to be more vanilla with Half-Life 2 series and Source engine. The first was the Remod edition in 2016, which was much better received, although had its own custom content. The second was the Vanilla Edition in 2017 that reduced at least some of the custom content in the Remod base.[12]

Following the release of Epistle 3, further fan projects have emerged in an attempt to adapt the synopsis into a full game. The most notable of these are Project Borealis, which will recreate the Half-Life environments in the Unreal Engine rather than Source. Another notable project with the same goal as Project Borealis was Boreal-Alyph, which used the Source engine and attempted to update the environments to create a modern-day game, however, the team creating the project, KAFF Software, announced on June 6th, 2021, that it would be permanently shelved.[13]

Although not a sequel, the acclaimed 2018 mod Half-Life: Echoes depicts a scene from Epistle 3 in which Freeman, Alyx and a dead Judith Mossman are on the Borealis, and are met by the G-Man.

The Half-Life 2: Episode Two mod, Infinite Finality, by Team Hyperborea is an attempt at a faithful adaptation of Episode Three. Their blogging on the project began in 2023. The project's first demo is planned to be released in 2024.[14]


External Links