Fallout Wiki
Fallout Wiki

Well done, Mister Burke! What a grand display of fireworks! I almost wish there was another nuke we could detonate. You don't see that very often.— Allistair Tenpenny, commenting on the destruction of Megaton

Allistair Tenpenny is the founder and owner of Tenpenny Tower, appearing in Fallout 3. He is one of only nine named characters in the base game to have "Very Evil" Karma. He is also a Legendary dweller in Fallout Shelter, coming with a unique rifle and suit.



Originally born around 2197[Non-game 1] in the post-nuclear wastelands of former Great Britain,[1] Tenpenny crossed the ocean to seek his fortune in the Capital Wasteland. He does not like talking about himself or his past, preferring his achievements to speak for themselves.[2]

As such, little is known about him before the founding of Tenpenny Tower. What is known is that with his fake aristocratic accent,[Non-game 2] he managed to amass a significant wealth. This fortune was large enough that, by 2257, he was hiring entire mercenary crews to recover high value equipment. One such expedition was an attempt to recover power armor from Fort Constantine. It failed, with nearly half of the team wiped out and a Mister Crowley left bitter and vengeful over being left behind. Tenpenny paid little attention to the mercs, and even less to Crowley, on account of him being a ghoul.[3]

Shortly after this botched job, Tenpenny met a man who changed his life: Mister Burke.[4] Burke made the restoration of the future Tenpenny Tower (then just a husk of a derelict resort, jutting up from the horizon in southwestern Capital Wasteland) a plausible endeavor, establishing himself as Tenpenny's right-hand man, capable of doing "what needs to get done."[5] A lot of work went into restoring the tower to a fraction of its former glory, and then securing the right kind of tenants to enjoy its security and luxuries.[6]

The end result is one of the only places in the Capital Wasteland where residents can enjoy a quality of life approximating pre-War conditions, thanks to Tenpenny's wealth and Burke's skills.[7] It is also protected by a crack mercenary team that is always paid on time, a rarity in the wastes.[8] Less rare is the fact that Allistair used to own slaves at Tenpenny Tower: Mei Wong is one of his victims, who managed to free herself and flee to Rivet City.[9]


While Tenpenny believes the tower to be the beginning of something great, rather than his crowning achievement,[10] he has allowed himself to rest on his laurels and largely retired to his penthouse suite. He is happy to extract rent from those living inside its walls. Since Tenpenny Tower is a most desirable location after all the renovations, he has no trouble amassing enough caps to pay caravans to ship supplies or foot the bill for his substantial security force.[11] He rarely ever leaves his chambers, sometimes not even bothering to dress,[12] and leading a generally decadent lifestyle. Doctor Julius Banfield had to treat him once for "bed sores,"[13] likely caught from Susan Lancaster, his mistress and the tower's prostitute. The two openly flirt whenever they happen to be in proximity.[14] He greets each evening with her with glee.[15] His other favorite, relaxing pastime is "wasteland safari," or randomly shooting anything that moves around the tower with a high-powered sniper rifle.[16] It helps stave off his boredom, at the very least.[Non-game 1]

Beyond sex and wanton violence, the octogenarian also carefully nurtures his alcoholism, boasting that he "[has not] been dry in years,"[17] and maintains a habit of eating an iguana bits sandwich with no salt and a peeled pear on the side for lunch, day after day, with zero tolerance for change. Margaret Primrose is frustrated at such waste of her culinary talents,[18] but remains at her landlord's mercy. Whenever he bothers showing up downstairs to eat at the table reserved specifically for him,[19] she shows deference and tries to suggest alternate meals, but Tenpenny remains loyal to his sandwich,[20] and viciously points out any shortcomings, such as adding salt.[21]


In fact, by 2277, it is Mister Burke who is in real control at Tenpenny Tower, with the eccentric Allistair a shut-in figurehead attracting attention with his antics, suffering from madness reserved for the obscenely rich.[22]

Burke is agreeable and proactive, and has taken over so many aspects of the tower's functioning that Tenpenny barely needs to think about things anymore, as Burke is always there to take care of everything, anticipating his needs. Tenpenny does not know how he got along without him. One such instance of Burke's proactiveness is him seizing the chance to wipe Megaton out and pin the blame on Tenpenny, by reacting to Allistair's comment about it being a "bit of an eyesore."[23] Alcoholic and likely senile, Tenpenny was easy to convince that Megaton must be sacrificed, as the bomb was unstable regardless and could explode at any time, Burke would tell people to vacate, and it was all just natural selection in the end.[24]

Burke spent weeks putting the plan in motion,[25] careful not to arouse suspicion or give the denizens of Megaton any reason to flee.[26] The destruction of Megaton, one of the only significant trading outposts on the left bank of the Potomac, would help the unfolding of Tenpenny's "Master Plan," which includes using Tenpenny Tower as a staging area to remedy the blight that plagues the Capital Wasteland.[27] Clearing out the past to make room for the future is part of that plan,[28] which is supposed to bring upon a pure and stainless future, which does not necessarily include ghouls.[29] In fact, should Tenpenny's project come to fruition, ghouls and other aberrations of nature would become a thing of the past, but that glorious future requires seeing the tower as a crucible for it, and any sacrifices as necessary to achieve it.[30]

While Burke passes this off as Tenpenny's sole vision, portraying the aged and demented Allistair as a pam of passion, ideals, and an antithesis of the apathetic, blighted men inhabiting the Capital Wasteland, it is not clear how much of that plan is actually Tenpenny's own invention.[31] One huge difference between what Burke says and what Allistair actually thinks is the issue of ghouls. While Tenpenny generally refers to them with a certain degree of contempt (when reminded of Crowley, he notes that "those zombies" are hard to kill),[32] he does not actually hate them. Once he deals with the shock of someone proposing ghouls moving into the tower,[33] he turns out to be largely indifferent. If the residents of the tower are fine with ghoul residents, he will happily permit them to settle over Chief Gustavo's objections. In fact, he will even relish the opportunity to hunt them down should they misbehave.[34] Ultimately, what matters is that they follow the rules and pay the rent on time. It does not even matter if they displace existing residents; caps are caps in the end.[35][36]

Daily schedule[]

Tenpenny rarely leaves his penthouse suite, but for the rare occasion he does, he has a seat reserved in Margaret Primrose's cafe.[37] Generally, he has his meals delivered to the penthouse, always ordering an "iguana bit sandwich, no salt, with a peeled pear on the side" for lunch.[18]

Interactions with the player character[]

Interactions overview[]

FO76 ui icon quest
This character is involved in quests.
This character drops a finger upon death (Lawbringer).


  • The Power of the Atom: If the player agrees with Burke's pitch and installs the fusion pulse charge, they will join Tenpenny and Burke to witness the destruction of Megaton in a nuclear explosion. The player will be rewarded with a suite in the tower in return for their services.
    • The quest can still be completed even if Roy Phillips had his way with Tenpenny.
  • Tenpenny Tower: The Lone Wanderer can convince Tenpenny to give his permission for the ghouls to move in. After the ghouls are allowed to move in, Roy Phillips and Tenpenny will have a "disagreement" and Tenpenny will have an "accident," which results in Tenpenny's body being stuffed in a storage closet.[38]
  • You Gotta Shoot 'Em in the Head: Mister Crowley wants someone to kill Tenpenny. If the player accepts the task and confronts Tenpenny, Allistair will make a counter-offer, hiring the Lone Wanderer to kill Crowley instead (the player can negotiate a higher wage).
    • Killing Tenpenny with a blow to the head will result in Rivet City inhabitants commenting on his death,[39] and Chief Gustavo assuming command over Tenpenny Tower.[40]
  • Slave Hunt: Mei Wong used to be enslaved by Tenpenny, and mentions it in the quest. This has no impact on the unmarked quest and cannot be brought up with Tenpenny.[9]

Other interactions[]

  • He sits on his balcony, enjoying the view from his tower, bothered only by Megaton, which he calls an eyesore on the horizon.[23] Nearby are items such as empty whiskey bottles, shot glasses, a cigarette pack, an ashtray and a chessboard. He carries a sniper rifle, and will randomly shoot at things in the wasteland when outside, as part of his "wasteland safari."[16]
  • Tenpenny will not acknowledge Burke's demise should it occur.


Fallout 3
Apparel Weapon Other items On death
Tenpenny's suit Sniper rifle Allistair Tenpenny's suite key
Fallout Shelter


Allistair Tenpenny appears in Fallout 3 and Fallout Shelter.

Behind the scenes[]


Original concept art from The Art of Fallout 3

  • In a 2009 Fallout 3 afterthoughts feature, Emil Pagliarulo mentions Allistair Tenpenny, saying that he traveled to the Capital Wasteland from Great Britain in order to seek his fortune. Pagliarulo stated that by mentioning small details about the state of the rest of the world, characters like Tenpenny can "serve as a catalyst" for players' imaginations.[Non-game 3]
  • In a 2022 interview with Pixel.tv, Emil Pagliarulo said that Tenpenny's accent is fake and is him pretending to be more sophisticated.[Non-game 2]

Cut content[]

  • Tenpenny was conceptualized as a younger man, with slicked-back hair and a well-trimmed mustache, characteristic of British male fashion among aristocrats in the early 20th century. While his suit was created close to how Adam Adamowicz envisioned it, Tenpenny became much more wrinkly, corresponding to his age.
  • Allistair would have hosted his own radio station at the tower, called Tenpenny Tower radio. He would have pretended to be a radio celebrity, offering various motivational phrases and truisms, apparently as encouragement, coupled with a tinge of megalomania: "On that vast plain of dust we will raise new cities, and like the Phoenix spread the wings of new life and take flight!"
  • Tenpenny's involvement with mercs at Fort Constantine was covered in more detail in an early version of You Gotta Shoot 'Em in the Head, which featured several cut notes (Mister Crowley's hit list; Trapped, trapped, trapped; Dave's note; Dukov's note; Strayer's note and Tara's note).



  1. Fallout 3 loading screen: "Tenpenny Tower is the brainchild of Allistair Tenpenny, a British refugee who came to the Capital Wasteland seeking his fortune."
  2. The Lone Wanderer: "Tell me about yourself, Mr. Tenpenny."
    Allistair Tenpenny: "It's impolite for a gentleman to talk about himself. But I'd hope this magnificent tower would speak volumes."
    (Allistair Tenpenny's dialogue)
  3. The Lone Wanderer: "Do you remember a Mister Crowley?"
    Allistair Tenpenny: "The Ghoul? He's dead. Died twenty years ago. Good riddance too. I hate those shufflers."
    The Lone Wanderer: "How did he die?"
    Allistair Tenpenny: "Who cares? I hired some mercenaries to get me some equipment from Fort Constantine. He was one of them. Of the five, only three survived. You'll have to ask one of them if you want the gory details."
    (Allistair Tenpenny's dialogue)
  4. The Lone Wanderer: "Have you ever heard of a Mister Crowley?"
    Mister Burke: "Never heard of him. Wait. I think I do remember Allistair Tenpenny mentioning him once. Something about a job. It was before I met him."
    (Mister Burke's dialogue)
  5. The Lone Wanderer: "Indeed! I'm extremely impressed!"
    Allistair Tenpenny: "Righto! When I saw this place jutting up out of the horizon, I knew what I had to do! I hired some muscle and we got this place fixed up right quick. I had the great fortune to run into Mr. Burke, an absolute gem of a man. He certainly has a way of getting done what needs to get done, doesn't he? Then it was a matter of getting the right type of tenants with the right type of assets, and the rest is, as they say, history."
    (Allistair Tenpenny's dialogue)
  6. The Lone Wanderer: "You didn't build this tower, you just found it and moved in. Big fucking deal."
    Allistair Tenpenny: "I say! Must you be so caustic? Come now, a lot of work went into turning this husk of a tower into a place people can call home. I've had help, of course. Especially in Mr. Burke, an absolute gem of a man. He certainly has a way of getting done what needs to get done. Then it was a matter of getting the right type of tenants with the right type of assets, and the rest is, as they say, history."
    (Allistair Tenpenny's dialogue)
  7. The Lone Wanderer: "Eh. It's okay here."
    Allistair Tenpenny: "Rubbish! You must be daft. Look around! Where else in the Wasteland have you seen such magnificence, I ask you? I had the great fortune to run into Mr. Burke, an absolute gem of a man. He certainly has a way of getting done what needs to get done, doesn't he? Then it was a matter of getting the right type of tenants with the right type of assets, and the rest is, as they say, history."
    (Allistair Tenpenny's dialogue)
  8. The Lone Wanderer: "What's it like living at Tenpenny Tower?"
    Chief Gustavo: "Tenpenny is always on time with the money. And we get fairly comfortable digs with side benefits."
    (Chief Gustavo's dialogue)
  9. 9.0 9.1 The Lone Wanderer: "Yes. I'm one of them. Have been for years. <lie>"
    Mei Wong: "No! Don't take me back! I would rather die than be a slave for that awful Allistair Tenpenny."
    (Mei Wong's dialogue)
  10. The Lone Wanderer: "Quite a tower you have here, Mr. Tenpenny."
    Allistair Tenpenny: "Some might say that Tenpenny Tower is my crowning achievement. But no! No no! My dear girl, it is just the beginning!"
    (Allistair Tenpenny's dialogue)
  11. The Lone Wanderer: "Tell me about Allistair Tenpenny."
    Lydia Montenegro: "He stays in his penthouse suite most of the time. So long as we pay the rent, he lets us live here."
    (Lydia Montenegro's dialogue)
  12. The Lone Wanderer: "Tell me about Allistair Tenpenny."
    Anthony Ling: "A very well dressed gentleman, when he bothers to get dressed. He hardly ever leaves his penthouse suite."
    (Anthony Ling's dialogue)
  13. The Lone Wanderer: "Tell me about Allistair Tenpenny."
    Doctor Banfield: "He's the landlord, although you hardly ever see him. I had to treat him once for bed sores, if you know what I mean. Wait...don't tell him I said that."
    (Doctor Banfield's dialogue)
  14. Allistair Tenpenny: "Oh. Hello there Susan. It's always a pleasure to see you. Um... you're getting along alright are you, dear?"
    Susan Lancaster: "Why thank you Allistair love. Er, I mean: MISTER Tenpenny!"
    Allistair Tenpenny: "Well... I'm glad to know you are getting along. I'll, umm... expect a visit at the usual time. Run along dear. And do be careful."
    (Allistair Tenpenny and Susan Lancaster's dialogue)
  15. DialogueTenpennySusanSleepWithStartTopic:
    Allistair Tenpenny: "I do hope she gets here soon. I'm particularly randy this evening."
    (Allistair Tenpenny's dialogue)
  16. 16.0 16.1 The Lone Wanderer: "What are you shooting at out there?"
    Allistair Tenpenny: "Why, anything I want, dear boy/girl. Anything I want... Wasteland safari. Very relaxing."
    (Allistair Tenpenny's dialogue)
  17. Mister Burke: "Now that, my friend, is beautiful."
    Allistair Tenpenny: "Well done, Mister Burke! What a grand display of fireworks! I almost wish there was another nuke we could detonate. You don't see that very often."
    Mister Burke: "I'm glad you're pleased. I had help, of course."
    Allistair Tenpenny: "Quite right. And you are to offer her/him the reward we discussed. Now... all this bright light and wind has given me quite a thirst. Where's my scotch?"
    Mister Burke: "I'll send someone up as soon as I've completed business with our friend here."
    Allistair Tenpenny: "Righto. And be quick about it! I haven't been dry in years. I'd hate to start now."
    (Allistair Tenpenny and Mister Burke's dialogue)
  18. 18.0 18.1 The Lone Wanderer: "Tell me about Allistair Tenpenny."
    Margaret Primrose: "Every day it's the same thing. The man has no imagination with his meals. But it's his building, so everyday I make that damned 'Iguana Bits sandwich, no salt, with a peeled pear on the side. Send it up to the penthouse.'"
    (Margaret Primrose's dialogue)
  19. The Lone Wanderer: "Whatever you say."
    Margaret Primrose: "Well. Like I said. Take a seat anywhere, except at Mister Tenpenny's table."
    (Margaret Primrose's dialogue)
  20. Allistair Tenpenny: "You know, you make a very good sandwich."
    Margaret Primrose: "Thank you for saying so, sir. It's always my great pleasure. If you'd ever like to try another dish, I have an extensive menu of delicacies."
    Allistair Tenpenny: "Yes well. I'm a visionary, that's true. But I'm also a creature of habit. I like my Iguana Bits sandwich just the way I always get it. Thank you."
    (Allistair Tenpenny and Margaret Primrose's dialogue)
  21. Margaret Primrose: "What will you be having for lunch, Mister Tenpenny?"
    Allistair Tenpenny: "The usual, dear. And please, be sure to remember to measure the salt precisely. We don't a repeat of last weeks debacle."
    Margaret Primrose: "Of course Mister Tenpenny."
    (Allistair Tenpenny and Margaret Primrose's dialogue)
  22. Fallout 3 loading screen: "Allistair Tenpenny now rarely leaves the comfort and safety of his penthouse suite. His is a madness reserved for the obscenely rich."
  23. 23.0 23.1 The Lone Wanderer: "I've been wondering... why blow up Megaton?"
    Allistair Tenpenny: "I complained off hand one day about how I thought that heap of metal on the horizon was a bit of an eyesore. Mister Burke offered to take care of it. Burke is such an agreeable man, isn't he? I don't know how I got along without him. I practically don't have to think about things anymore. He takes care of everything. I seldom even have to ask. He's a real go-getter, that one. We need more men like him if we're to rebuild the world."
    (Allistair Tenpenny's dialogue)
  24. The Lone Wanderer: "You don't have a problem with killing all those people?"
    Allistair Tenpenny: "Oh no. I'm certainly rather sore about all that. But certain sacrifices must be made. Besides, Burke assured me that bomb was quite unstable. I asked Burke to suggest they vacate. It was all a matter of time. Think of it as helping speed along the process of natural selection. Don't lose any sleep over it."
    (Allistair Tenpenny's dialogue)
  25. The Lone Wanderer: "I've disarmed the bomb, Burke. That thing will never explode now."
    Mister Burke: "You did WHAT? Are you out of your goddamned mind? Do you have any idea how long we've pained to put this plan into motion? Weeks of preparation, destroyed. No words of mine can express my utter contempt for you. You have made a very poor error in judgment, my friend. One day... one day it WILL come back to haunt you."
    (Mister Burke's dialogue)
  26. The Lone Wanderer: "We're talking a lot of innocent lives here, Burke. Can I warn them?"
    Mister Burke: "Absolutely not! The place, the people, they're one and the same! Sacrifices for a nobler future. I assure you, they are worth ten times as much in death, as they are in life."
    (Mister Burke's dialogue)
  27. The Lone Wanderer: "What's it like living at Tenpenny Tower?"
    Mister Burke: "It's a piece of Utopia jutting up from the Wasteland. Tenpenny is a true visionary. I do my part to assist him in unfolding his Master Plan. This tower is the symbol of true progress in this world! People are dying to get in here. Just ask those Ghouls."
    (Mister Burke's dialogue)
  28. The Lone Wanderer: "You've got to clear away the past to make room for the future."
    Allistair Tenpenny: "Well said! Indeed! You've got the entrepreneurial spirit! It gives me hope to see young people, such as yourself, with real heads on their shoulders."
    (Allistair Tenpenny's dialogue)
  29. The Lone Wanderer: "How would you feel about having a few Ghoul neighbors?"
    Mister Burke: "I spend most of my days out acquiring and managing various... assets for Mister Tenpenny. So it matter's little to me personally. However, the Ghoulish state is a bitter reminder that things aren't yet in line with Mister Tenpenny's vision for a pure and stainless future. So you see, Ghouls living here is simply out of the question."
    (Mister Burke's dialogue)
  30. The Lone Wanderer: "Tenpenny seems rather heartless."
    Mister Burke: "In time, after Tenpenny's projects have come to fruition, things like ghouls and other aberrations of nature will be a thing of the past. These times are the crucible for a glorious future. One shouldn't be overly concerned with who gets burned in the process."
    (Mister Burke's dialogue)
  31. The Lone Wanderer: "Whatever."
    Mister Burke: "Apathy is a condition of the present blight. In the future men will have passion and ideals again. Like Mister Tenpenny. Now, if you'll excuse me."
    (Mister Burke's dialogue)
  32. The Lone Wanderer: "Mister Crowley is alive. I'm here to kill you because you hate Ghouls."
    Allistair Tenpenny: "He's alive? I should have known. It's hard to kill those zombies. You gotta shoot 'em in the head. Whatever he's paying you, I'll double it."
    (Allistair Tenpenny's dialogue)
  33. The Lone Wanderer: "There are some Ghouls who want to live here. What do you think about that?"
    Allistair Tenpenny: "Why - I do believe you've lost your mind! Ghouls, living here? You're serious?"
    (Allistair Tenpenny's dialogue)
  34. The Lone Wanderer: "What if the residents are okay with Ghoul neighbors?"
    Allistair Tenpenny: "Ha! I don't suppose I'd mind terribly if Ghouls were to live here. And it'd be a good bit of sport hunting them down if they misbehaved. I dare say though, you'll have a bit of trouble convincing certain residents to go along with your novel proposition. Tell you what. If you can convince Mr. and Mrs. Wellington, Mr. Ling, Ms. Montenegro, and Ms. Lancaster, those Ghouls can live here. Have you seen me shoot? I'm quite proficient, if I do say so myself."
    (Allistair Tenpenny's dialogue)
  35. The Lone Wanderer: "Your other residents are gone. Might as well let the Ghouls live here."
    Allistair Tenpenny: "What? Where did they go? Strike that. I don't really care. If they don't want to live here, that's their own business. Let the Ghouls move in here. But I expect them to pay and obey the rules like everyone else. It's a bit crass, but here's a little something for your troubles."
    (Allistair Tenpenny's dialogue)
  36. The Lone Wanderer: "The bigots have all been taken care of. So the Ghouls can move in now. Right?"
    Allistair Tenpenny: "Well, if my tenants want Ghoul neighbors, they can have them! Though the Ghouls must pay and follow the rules like everyone else. You're a clever one aren't you? I'm glad this situation has been resolved! It's a bit crass, but here's a little something for your troubles."
    (Allistair Tenpenny's dialogue)
  37. Margaret Primrose: "New here? Pick any table, except that one in the corner. That's Mr. Tenpenny's table. Nobody sits there. Except him, of course."
    (Margaret Primrose's dialogue)
  38. The Lone Wanderer: "What happened to Mister Tenpenny?"
    Roy Phillips: "I'm afraid Tenpenny and I had little disagreement. Not to worry though. He soon had a little 'accident.' Problem solved."
    (Roy Phillips' dialogue)
  39. Speaker: "You know Tenpenny Tower, right? Well, Allistair Tenpenny was killed."
    Target: "I heard about that! He was shot in the head like he was some sort of zombie. They say that's how you kill a Ghoul too."
    Speaker: "That's just a myth. I bet some deranged Ghoul did it though. Well, I gotta run."
    (Rivet City conversations) Note: This dialogue is shared by all Rivet City residents. A full list can be found here.
  40. The Lone Wanderer: "How would you feel about having a few Ghoul neighbors?"
    Chief Gustavo: "After Tenpenny died, I assumed full command. And since I hate Ghouls, I guess the answer to that question is pretty damn clear. Those Ghouls can live here over my goddamn body!"
    (Chief Gustavo's dialogue)


  1. 1.0 1.1 1.2 1.3 Fallout 3 Official Game Guide Game of the Year Edition p.60: "Allistair Tenpenny
    An 80-year-old Englishman turned American entrepreneur, the man who discovered the tower saw it as an opportunity to provide residents with a standard of living enjoyed by the affluent in the days before the nuclear Armageddon. A rich eccentric who's bored with life and looking for new challenges, he enjoys sniping at Wasteland creatures, Ghouls, and the occasional visitor from his suite atop Tenpenny Tower."
    (Fallout 3 Official Game Guide Game of the Year Edition Wasteland Census)
  2. 2.0 2.1 Pixel.tv interview with Emil Pagliarulo (reference starts at 13:46):
    Emil Pagliarulo: "Whereas people don't know this, but, Allistair Tenpenny from Fallout 3. Who, he has a British accent - that's fake, actually. He's pretending to be this dude..."
  3. Fallout 3 Afterthoughts:
    Emil Pagliarulo: "Allistair Tenpenny came to the Capital Wasteland from Great Britain to seek his fortune, so that alone tells you that the U.K. was also hit in the war. And if he came to U.S. to succeed, that says a lot about how screwed up Europe must be. So we just allude, a little bit, to the state of the rest of the world. We like to leave a lot to the players' imaginations, and somebody like Tenpenny serves as a catalyst for those thoughts."