Penny Arcade is an incredible online juggernaut. What began as a simple webcomic in 1998 has grown to include a wildly successful charity, two massive gaming conventions with many more endeavors in the pipeline -- all while still managing to release three wildly entertaining comic strips a week from creators Jerry Holkins and Mike Krahulik. Under the monikers Tycho and Gabe, Holkins and Krahulik are giant figures in online and gaming culture, casting a shadow that has grown so large they were included in "Time Magazine's" listing of the world's 100 most influential people in 2010.

On June 10, 2009, Penny Arcade printed a strip during one of its weekly updates that really resonated with gamers. Titled simply "Lookouts," the 6-panel strip written by Holkins and drawn by Krahulik detailed a world where young boys join an organization called the Lookouts, where they train to journey through the Eyrewood and survive the supernatural dangers contained within. Essentially, a high-fantasy version of the Boy Scouts -- if the Boy Scouts' motto were "May We Die In The Forest." The strip was so popular that Penny Arcade did a series of guest strips featuring the Lookouts in July 2009 and brought them back again in 2010 for a six-page sequel. Excitement continued in 2011, when Holkins and Krahulik announced a partnership with Cryptozoic Entertainment to produce a "Lookouts" board game.

More than a year after the board game announcement and three years after the first "Lookout" strip hit the web, Penny Arcade and Cryptozoic released "Lookouts" #1, the first issue in an ongoing series written by "Pigs" creator Ben McCool and illustrated by Robb Mommaerts. A digital version of the comic, released July 4 on comiXology, hit #3 on the digital sales charts by the end of the week, beating out DC's "Before Watchmen: Ozymandias" #1, "Ultimate Comics Spider-Man" #12 and a number of other high-profile Marvel and DC titles. A soft launch of the print comic at Comic-Con International in San Diego followed with the issue set to hit stores August 29.

CBR spoke with creators Jerry Holkins and Mike Krahulik, along with series writer Ben McCool and Cryptozoic editor Cory Jones, about bringing the Lookouts to their own ongoing series, the challenges involved in launching the property beyond the web and Penny Arcade's currently ongoing Kickstarter project to remove all advertising from the website for a full year.

Mike "Gabe" Krahulik's cover for "Lookouts" #1

CBR News: Jerry, Mike -- how did development on "Lookouts" start? What was the initial impetus to bring this to a printed comic?

Jerry Holkins: We invented a game that we play on the site where we take a week, and then in that week, we make three one-page pitches, but we're not pitching to a studio. We're essentially pitching a concept to our audience and we allow them to vote on which of those things we should take bigger, which one of those things we should take to be a six-page project. We run that voting all week. The first time, we did one for "Jim Darkmagic," which is a goofy wizard character that we made up in some Dungeons and Dragons podcasts that we had. We would love to do that, but that's not what people voted on. They voted almost equally on "Automata," which is like a film noir-meets-robtots thing. It's awesome. I love it. But "Lookouts" really took off. People just responded to it in a very "gut" way. We understood that we had something crazy when we came up with it. At Arby's, we sort of stopped talking and even maybe breathing for a brief period because we couldn't believe that we had made it or that no one else had made it yet. We didn't understand what was happening. We were very surprised that it had happened and we were just happy to be there.

Mike, each of the pitches Penny Arcade does every year have very different artistic styles -- is this a chance for you to stretch your artistic muscles?

Mike Krahulik: The same way we use [the pitches] to try out new story ideas, I use those to try out different art ideas. In the course of the Monday/Wednesday/Friday strip, I can't really change it too much or people will get upset, but as an artist, I want to try new stuff. These comics are a great way to do that.

When did your partnership with Cryptozoic begin?

Krahulik: The day "Lookouts" went up, Cory sent me a mail and said, "If somebody doesn't option this or pick this up today, they're crazy."

Cory, you seemed to be onboard for "Lookouts" from day one. How did everything begin from your end?

Cory Jones: Oddly, I was at Arby's -- no, I'm just kidding. [Laughs]

Krahulik: All good ideas come from Arby's!

Jones: I was waiting for the Arby's joke that whole time!

At the time, I was in charge of all the licensing for Blizzard, so there was nothing I could do with it except hope and pray that somebody else picked it up and do more of it because I was so in love with the concept. That didn't happen, luckily, I guess.

When I spun off with my partners to make Cryptozoic, one of the first things I said is, "You know what? I really, really wanted to do something with this project that Penny Arcade put together called 'Lookouts' that I think is just amazing." I reached out to them almost day one we started Cryptozoic and said, "Let's have a conversation about what can do." We talked about gaming, because we're a gaming company. We have actually built a board game and a role-playing game around this. One of the things we talked about was that we felt that since those sorts of games are very heavy on content, you needed a deeper look at the IP, a deeper connection to the world. So, we thought, "Why don't we do an actual long-form comic book for it?" Then, it was just a challenge of finding the right talent.

The original "Lookouts" strip by Holkins and Krahulik

That's where Robb Mommaerts, who did the game "Food Fight" for us, [came in.] He's such a talented artist, so we asked him if he could do something that was reminiscent of Mike's look and he was able to do it. We started to put together the group and luckily, we were able to find Ben McCool, who is a very talented writer. We put together the team, came back to the Penny Arcade guys and said, "Here's what we want to do." Luckily, they were receptive to the idea.

Ben, when did you come on to the project? Were you familiar with the original strip and concept?

Ben McCool: I was familiar with Penny Arcade, because pretty much everybody else in the world is. I'll be brutally honest, I had not read the original Penny Arcade strip to begin with. However, once this gentleman [Cory Jones] forwarded me the original strips, I was like, "Wow." As Shakespeare once said, "This is cooler than a fart in church." [Laughs] He didn't actually say that, I said that.

But I was like, "Wow, this is absolutely something I want to get stuck into." I like to keep my projects varied and different from each other. Obviously, I love embarking on new creative voyages, shall we say. This one looked brilliant -- boy scouts in a mystical, enchanted forest filled with strange, kooky monsters with outlandish adventures. What's not to love? As soon as I saw Robb's art, I said, "I need to work with this guy." It's just beyond awesome. The rest is history, I guess.

Jones: They're not "Boy Scouts" (TM). Just to be clear, they're not Boy Scouts and these aren't Merit Badges. They're Lookouts and these are honor badges. Totally different!

Jerry, Mike, you guys have published your online work in print collections before, but this is really the first original ongoing series based on a Penny Arcade property that you're not writing or drawing. What's the biggest challenge been for you during this process?

Krahulik: I think the biggest challenge was finding the right creative team that we could trust. When we make stuff like this, it's like our babies. Giving them up and letting other people run with them is very, very difficult. So getting the artwork right -- not just the pencils, but the coloring and everything about "Lookouts" to make it look right, that was the hardest part, I think. We just lucked out that we got such an incredible creative team.

Holkins: I have had collaborative projects where I have to essentially rewrite word-for-word everything that I get and that is not happening this time. Part of the problem is that "Lookouts" is an idea. It's like Cory said. Essentially, a lot of this is about figuring out the contours of the entire idea. We needed to do that before we could take it anywhere else. There is a lot about "Lookouts" that I have never told anyone. It's always being embroidered in my head. What any other person would call writing, I don't ever stop doing. For me, It was really important that I find someone who -- they had to love it. They had to love it and they had to want to know more about it. They had to love it so much that they wanted to contribute. I wanted an actual partner. If it wasn't going to be a partner, then fuck it. I don't have to do shit. I don't have to do anything that is not right for the Lookouts. I don't have to take step one. At any point, I can pull the ripcord and eject from the plane and parachute down safely. I don't have to do it unless it's right and it's right.

A page from the McCool scripted "Lookouts" comic

Cryptozoic announced the "Lookouts" board game back in 2011, but we haven't heard much about them since --

Holkins: We've seen a bunch. We've seen them.

Well, this is the first I've heard about an tabletop RPG.

Jones: Yeah, that was actually the first thing -- a full-fledged, brand new role-playing game system that is actually unlike anything else that exists right now. That's what one of our game designers, who is very passionate about "Lookouts," [did]. He worked on it and it turned out amazing. It's totally financially unviable. [Laughs]

Holkins: It's complete insane. We cannot say what is insane about it, but it does not work. It is from a madman's darkest nightmares.

Jones: Yeah, it's great. But I felt like we needed to take the time to work on doing all the stuff that Jerry's talking about, which is exploring the world. While there was a great body of work of what to pull from for the content, we also wanted to help expand people's expectations for what this can be. I felt like a straight narrative like a comic book was a great way to get people invested in how amazing this world is. A role-playing game is a wonderful way to explore IP, but it's not a wonderful way to explore it from day one. I feel like that's what we're trying to do.

Is exploring the mythology and world of "Lookouts" something you hope to accomplish with the comic in anticipation of the game?

Jones: Absolutely. There's a lot of things we can do collaboratively as a group to flesh out all the stuff that's eventually going to go into the board game. You'll notice at the back of the comic there's actually a look at the "Lookouts Handbook." There's actually one of the honor badges that really doesn't appear in this first arc of the story, but it gives you a sense of the kinds of things these kids are after and what it means to them in this world and what it takes to get it. To me, there's a game-ish sort of feel to how that is presented and I think it will inspire people's imaginations. What does it mean if I have the master-level badge? That's the kind of thing we're trying to explain in the back of the book. My imagination was on fire when I first read the comic book that they put together because I wanted to know what all the badges were in this world. That's one of the coolest things about it -- exploring it through the eyes of a kid trying to get these badges and achievements. That's why this comic and eventually the game can do this in spades.

Ben, what's it been like for you as the writer to go into this world and help develop some of the concepts?

McCool: In a nutshell, it's been an absolute delight. The one thing that excites me most about it is the amount of creative freedom I've been given, considering the fact that it's such a cherished, beloved part of the Penny Arcade mythology. From what I can gather, this strip was abundantly popular. People still talk about it in message boards now. Initially, I felt -- I wouldn't say pressure -- but certainly challenge. I needed to bring something to the table that would do justice to what had gone on previously. In working with these fine gentlemen, I think we managed to really put together something interesting, something exciting and something abundant with possibility and potential. Like Cory was saying with the honor badges that these guys earn, it wasn't just the badges themselves we were interested in, it's what the Lookouts have to do to achieve them. That's what I'm going to try to get into. I'm a big, big, big connoisseur of deep, rich, multilayered characters. To me, it's not necessarily about the originality of the story -- even though this is pretty bloody original -- it's the characters being thrust into a particular situation, how they respond to the outlandish conflict they face and how they evolve and develop throughout the course of the story. "Lookouts" is just an amazing, wonderful, awesome-filled world and I'm just delighted to be a part of it. Lots more cool stuff to come.

Krahulik posted this initial design for Daughters of the Eyrewood on July 18 in anticipation of meeting a Kickstarter stretch goal

Before we wrap up, I wanted to ask about the Penny Arcade Kickstarter that launched before CCI. What was the impetus to go to crowd-funding in order to get the ads off the site for a year?

Holkins: The reality is that we did it before. We did it during a different era and a different scale. The idea -- and we say as much in the sum of the pitch -- is that what is called crowd-funding now had a very different connotation online ten years ago. Then, the Internet was about being free. That was the overriding thing about it. And honestly, we build an ad model that works and if this didn't succeed or it doesn't succeed this threshold, we're not out of a job. We have, in my opinion, the most humane ad policy for a site at our scale. We try not to bother people, we don't make ads come up underneath the page or the top of the page. There are a ton of types of advertising. Indeed, the most lucrative types of advertising we don't allow on the site. That's true.

Right. Penny Arcade has a single ad banner on the top and one on the side.

Holkins: That's right. They cannot expand and take over the page.

Krahulik: The other thing that we do, though, is "Penny Arcade Presents." Those are ads. When I draw a strip for "Assassin's Creed" or I draw a presale bonus poster, that's an advertisement. I think "Lookouts" is a great example of what inspired the Kickstarter in that we spend a huge chunk of our year working on these projects that are not for us. In the meantime, we've got things like "Automata" and "Lookouts" and "Paint the Line" and "Cardboard Tube Samurai" that are sitting there, collecting dust. I would rather put that time and energy into my own stuff. If our readers want us to do that and they're willing to support us, I would love nothing more than to devote that time.

Holkins: For us, going ad-free is just part of it. It's everything that is corollary to that.

Gabe: It's a chain reaction of things to change how we work.

So the initial goal of $250,000 would remove the top ad for an entire year.

Holkins: That's right. That essentially removes the top advertising. It cleaves the entire top advertising bar off the site. At that point, we have a series of stretch goals -- if people take us up on it -- that covers all the projects that they've wanted us to do.

Krahulik: Including a "Lookouts" project that actually covers the Daughters of the Eyrewood, which is what happens to the girls in this world. Even from the very first day that "Lookouts" went up, we got a ton of mail from people who were saying, "What about the girls? What happens to the girls?"

Holkins: And we know.

Krahulik: We have that story and we can tell it and we would love to.

"Lookouts" #1 is currently available on comiXology. The print edition hits stores August 29 from Cryptozoic Entertainment.