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"City of the Dead"
The climate ain't good, rain or shine.Killian Darkwater

Necropolis, also known as the City of the Dead, is a ghoul city within the remains of Bakersfield, located in southern California.[1][2]


Constructed under the sprawling metropolis of Bakersfield, Vault 12 was billed as "built with every amenity in mind for the prospective Vault Dweller," and that it had "been fitted with the newest in Vault Water Purification Systems. Able to take even the waste located in the sewers of Bakersfield, this system is able to deliver over 15,000 gallons of pure, refreshing drinking water every day." Those who signed on for this particular Vault took their preparedness very seriously, earning the "Pressed Vault Suit" award for their efforts.[2] The Vault's true purpose, however, was to study the effects of radiation on the residents. To ensure this, Vault-Tec designed the Vault door not to close.[Non-canon 1]

On October 23, 2077, the populace of Bakersfield learned that the other Vaults had been sealed. In desperation, they took to their local shelter, forcing their way in to protect themselves and their families. The door worked as designed: the radiation flooded in; those who survived suffered from ghoulifcation.[Non-canon 2] In the summer of 2083, the survivors would leave the shelter. Those that chose to stay[Non-canon 3] founded the city of Necropolis.

By the spring of 2084, Set took control of Necropolis, wresting control from the original overseer. He, not wanting to be killed, was driven north and lost to history. For the next seventy-three years, Set would lead the city unmolested from outside parties. Instead, internal political strife caused some to leave, while a much more peaceful group was forced to take shelter underground.[3] Despite Set's disgust for the group, he reluctantly sent them whatever water they needed, fearful that he wouldn't have enough people to defend the city if it ever needed to be.[4]

In February of 2162, the Vault Dweller recovered the water chip in Necropolis,[5] but Ian was killed by a super mutant and reduced to a cinder during the fight.[Non-canon 4][Non-canon 5] In March of the same year, the mutant army attacked Necropolis out of vengeance for some mutants that the Vault Dweller killed; this forced most of the ghouls to flee, and those who stayed were not spared.[6][Non-canon 6][Non-canon 3]

The scattered survivors of Necropolis led the Great Migration across the wastes, leading to the founding of towns such as Gecko, Dayglow,[Non-canon 7] and Broken Hills.

One survivor, Cain, decided to seek vengeance for the fallen ghouls.[Non-canon 8][Non-canon 9]


This Greek word meaning "city of the dead" refers to this silent ghost town. Travelers report that no one seems to live there, and people who arrive to settle it either end up with radiation sickness or simply disappear. The truth of the matter involves a small population of ghouls beneath the city's streets.

Necropolis can be found six squares east and twelve squares south of Vault 13. Necropolis suffered extreme destruction. Debris litters the streets and makes navigation practically impossible. The sewers serve to connect the various sections of town. Necropolis is divided into three districts and three sewer sections.

Watershed Watershed sewers Vault 12
Hall of the Dead Hall of the Dead sewers
Necropolis motel Motel sewers


Stay for the night!

Main article: Necropolis motel

This district is a virtual shooting gallery, filled with ghouls. They are easy experience pickings for the distance shooter. The ghouls will become hostile easily if the Vault Dweller tries to converse and/or rifle through their storage. There are manholes which lead to the city's sewers.

Hall of the Dead

Men of Faith

Main article: Hall of the Dead

In a building that appears to be the remains of some sort of church, the player character can find a number of imprisoned glowing ones, Set, Garret and various ghoul guards.


Precious liquid...

Main article: Watershed

The last district (accessed through the sewers) and the home to:

Children of the Cathedral medics
The broken water pump
A ghoul prisoner
The super mutants with rhyming names
The entrance to Vault 12


Hall of the Dead sewers

Main article: Necropolis sewers

Three sections of tunnels connecting Necropolis districts.


Set, leader of Necropolis

The ghoul population was divided into three groups:

  • The surface dwellers were what could be called the public face of Necropolis, as they were by far the most numerous of the three groups, and controlled most of the city's surface. They were typically the first thing outsiders encountered in Necropolis and were likely the cause of the aforementioned rumors surrounding the City of the Dead. Their operations were based out of the Hall of the Dead, where their leader Set did his business. Paranoid and intolerant of outsiders and non-ghouls, the surface dwellers were often violent, attacking strangers on sight and harboring a particularly deep hatred of super mutants. This was most likely due to the super mutant garrison newly established around Necropolis' important watershed. Though Talius mentions heated resistance to the super mutant presence in the city by Set's surface dwellers, by the time the Vault Dweller arrives there appears to be a sort of stalemate between the two groups, though Set does not hesitate in employing the outsider to eliminate the super mutant garrison.
  • The glowing ones were heavily irradiated ghouls who lived in the old Vault 12, shunned by even their own kind, who disliked the other ghouls as much as they did the normal humans.
  • The so-called underground ghouls, who were forced to live in the city's sewers, were by far the most peaceful of Necropolis' residents and were much more tolerant of outsiders than either of the other groups.


The Vault Dweller could have saved Necropolis from their slaughter by killing the Master before the Lieutenant, and doing so before March 25, 2162 (after 110 days have passed). To get the good ending, the player character should never return to the city after the date has passed.


Necropolis appears only in Fallout, and is mentioned in Fallout 2,[7] and Fallout: Brotherhood of Steel.[Non-canon 10][Non-canon 11]

Behind the scenes

  • In Fallout, according to the Vault-Tec Vault locations holodisk, Vault 12 was located in Bakersfield. However, while Necropolis lies to the northeast of Los Angeles, the actual city of Bakersfield is not far to the southwest of the Lost Hills bunker. The location of Necropolis roughly matches the town of Barstow.
  • In ancient Greek, a necropolis (νεκρόπολις) literally means, a "city of the dead," in this case referring to the ghouls that inhabit the ruins of the city.



  1. Vault Dweller: "Necropolis"
    Tycho: "The City of Death is well named. It lies in what used to be the little town of Bakersfield. Now, though, it's home to ghouls and worse."
    (Tycho's dialogue)
  2. 2.0 2.1 Vault locations v34.129
  3. The Vault Dweller: "Set"
    Ghoul leader: "He tries to control Necropolis, and has forced us underground."
    (Ghoul leader's dialogue)
  4. Ghoul leader: "Thank you for not shooting first. Can I help you with anything?"
    The Vault Dweller: "Yes, I'm looking for water."
    Ghoul leader: "The surface of Necropolis and the water is controlled by Set and his Ghouls. We are a much more peaceful group - which disgusts Set."
    The Vault Dweller: "How do you survive down here without water?"
    Ghoul leader: "He does not speak of it, however Set is afraid of not having enough people to defend Necropolis if it ever needed it. So, he gives us what water we need."
    (Ghoul leader's dialogue)
  5. The Chosen One: "Lenny, have you ever heard of something called a Garden of Eden Creation Kit?"
    Lenny: "A G’garden of Eden C’creation K’kit? I heard that Vault City had one of those. That’s the only one I’ve ever heard of, though."
    The Chosen One: "Well, my ancestor, the Vault Dweller, said that Vault 13 owes us one. I need to find it."
    Lenny: "W’well. I didn’t actually m’meet the V’vault Dweller. But I saw them. Once."
    The Chosen One: "You saw the Vault Dweller? Where?"
    Lenny: "I’it w’was a long time ago. In a place called N’necropolis. A lot of us g’ghouls lived there. One, day I saw someone running through the city."
    The Chosen One: "Running?"
    Lenny: "Yes, running. You see, we ghouls c’can’t run too much anymore. So, I knew it was an outsider when I saw them. They ran by so close I could have touched them. I wish that I had joined the Vault Dweller.…"
    The Chosen One: "You wanted to join my grandsire?"
    Lenny: "Yes. I h’had the chance of a lifetime and I blew it."
    The Chosen One: "What do you mean?"
    Lenny: "L'later, I h’heard that the Vault Dweller had fixed our water system. The V’vault Dweller saved us -- all of us. Do you understand? It didn’t matter that we were ghouls. For once it didn’t matter. We w’were people again. W’worth saving."
    The Chosen One: "My ancestor was the founder of our tribe. That memory is revered amongst my people."
    Lenny: "Later, I heard that the Vault Dweller destroyed the source of the m’mutant army. The Vault D’dweller saved all of us. Human and ghoul alike… I could have been a part of that, but I lacked the c’courage. I’ve never forgiven m’myself."
    (Lenny's dialogue)
  6. The Vault Dweller: "What happened here?"
    The ghoul refugee: "The super mutants attacked. We were slaughtered. They had guns and bombs, even some steam trucks. They killed my friends. The mutants just butchered us."
    The Vault Dweller: "How did you survive?"
    The ghoul refugee: "I hid until most of the mutants left."
    The Vault Dweller: "Do you know why?"
    The ghoul refugee: "I heard they was pissed that some human killed their men here."
    (Ghoul refugee's dialogue)
  7. The Chosen One: "Who are you?"
    Typhon: "I'm Typhon. Y'ever hear of Set? He used to run the old-time town of Necropolis. I'm his son. Got born before the radiation hit us, so I grew up mutated. Ain't never been any other way for me."
    (Typhon's dialogue)


  1. Fallout Bible p.11: "VAULT SYSTEM"
    "Vault 12: In order the study the effects of radiation on the selected population, the Vault Door was designed not to close. This is the Necropolis Vault... and the ghouls were the result."
  2. Fallout Bible p.22: "TIMELINE REPAIR: SECOND STRIKE"
    "2077 October 23: Necropolis Vault [Vault 12] never closes. Once it becomes known that the other vaults have sealed, people within Bakersfield attempt to force their way into Vault 12 to protect themselves and their families."
  3. 3.0 3.1 Fallout Bible p.6: "ANSWER ME THESE QUESTIONS HERE"
    "1. Why was it that so many ghouls left necropolis between Fallout 1 and 2 to settle in Broken Hills and Gecko? Is necropolis empty now? Also, why was it that Harold joined the ghouls? I remember him talking as if he weren't a ghoul; When you type in "ghouls" in the question box in the first Fallout he refers to the ghouls as "them".
    • Ghouls still have the human need to expand and move on - and in the 80+ years between Fallout 1 and 2, the ghouls spread out from Necropolis in all directions... and some had even left before the events in Fallout 1.
    • Necropolis is not empty now; ghouls are still said to reside there, though Set is no longer their leader. It is not clear whether he is alive or dead.

      Harold joined the ghouls in Fallout 2 because Harold is a kindly sort who likes to help people - when he sees a group of people trying to make their way in the wasteland, he tries to step in and give them a leg up, especially when it can benefit life for everyone.
    • Harold is not a ghoul, but he is a mutant. What happened to him inside the military base during his assault with Francine, Mark, and Richard Grey is unknown, but it is likely he was exposed to the FEV virus and changed. His last known memory after the attack was passing out then waking back up in the wasteland... changed."
  4. Fallout 2 manual p.10: "Life on the Outside
    The Hub was a larger city than both Junktown and Shady Sands combined. You could drop the Vault in there, and you probably would not notice. But the people of the Hub had no life, and it was a desolate place just the same. It eased my mind, however, to hire some merchants to bring water to the Vault. Looking back, it was probably a mistake to do so, but I was still innocent of the evils that lurked through the ruins of civilization. A small clue led me to the city of the ghouls, the place they called Necropolis. It was there that I encountered large mutants, armed with weapons of an unknown origin. It is with heavy sadness that I say that Ian lost his life in the city of the dead. A super mutant burned him to death with a flamethrower. The passage of time is no proof against the memory of burning flesh. His sacrifice was not in vain, as I did find the water-chip buried beneath the city. It was with easier steps that I returned to Vault 13."
  5. Fallout Bible p.26: "TIMELINE REPAIR: SECOND STRIKE"
    "2162 February 13: Vault Dweller recovers the water chip in Necropolis. Ian is killed by a super mutant and reduced to a cinder, ending his tendency to shoot the Vault Dweller in the back with SMG bursts."
  6. Fallout Bible p.84: "THE VIPERS"
    "X. You said in the Fallout Bible, that Ghouls still live in Necropolis, but in the manual, it is written that the city was completely wiped out (The bad thing that happens if you don't take out the Military Base in time.) I find this odd since I assumed FO2 continued with the assumptions that the Vault Dweller more or less did everything the "Best" way possible in Fallout 1 (Such as taking out the base in time) Perhaps I'm misunderstanding something here, which is not too unlikely considering how long it's been since I've had time to play the game, so anything to help clear up this little question of mine is appreciated.

    I am wrong. Most ghouls were forced to leave Necropolis, leading to the Great Migration across the wastes. I will print retractions later."
  7. Fallout Bible p.50: "QUESTIONS"
    "14. One thing - what's happened to Junktown? Was it just too little to be it's own state? Or maybe it has managed to survive as an independent enclave inside NCR, a hive of scum and villainy, so to speak. And what kind of folks would live in Glow? After all, that place must still, well, glow, at least somewhat. Ghouls?

    Junktown became part of NCR as part of the state of Shady, and it was one of the first provisional states, considering it was one of the first (and most trustworthy) of the Shady Sands trading partners during its early formation. Its alliance with Shady Sands did cause some alarm from the caravans in the Hub, but it didn't hurt the Hub communities any... and the Hub eventually became part of NCR as well.

    As for the Glow (or the state of Dayglow), most of the state is actually north and west of the glow, but they are still able to see the Glow from their borders. A number of ghouls are rumored to live there now, as part of the Great Migration from Necropolis - once the ghouls learned of West Tek, they were eager to see if they could scavenge technology from the abandoned center. Some ghouls formed partnerships with scavenging companies from New Adytum and the Hub and have built quite a profitable corporation from their salvage efforts. At least one super mutant, a refugee from the Cathedral, was also rumored to be working with the ghouls and humans in Dayglow."
  8. Fallout: Brotherhood of Steel Manual p.13: "CAIN
    As a mercenary, Cain is a ghoul through and through. Stooped, skeletal and bony, Cain is a real badass, the kind of guy that upon finding your burning body would roast desert rat over you rather than put you out. When his home was razed to the ground by the mutants, Cain took it personally. In an attempt to seek vengeance upon the mutants, he sought out the Brotherhood of Steel and demanded entry. As a somewhat isolationist and anti-mutant order, the Brotherhood was reluctant to grant him admission, but Cain’s perseverance was fueled with a grim determination. He was finally given a test of Initiation, a suicide mission that should he survive would allow him to become one of the first ghouls ever to join the ranks of the Brotherhood.
    With less strength than Cyrus and less speed than Nadia, Cain's ability to withstand the effects of radiation is what truly sets him apart. Once he has gained the Rad-Child skill, He will actually heal himself when coming in contact with Radioactive Substances."
  9. Fallout: Brotherhood of Steel Official Strategy Guide p.4: "CAIN
    Cain is a Ghoul. He was once a man, but was severely disfigured by radiation poisoning. He became sickly thin, skeletal in appearance. And the changes were more than skin deep. Cain became a merciless, tough-as-nails mercenary, fighting for the highest bidder. But when an army of mutants destroyed his home, the only payment Cain would seek was vengeance. He approached the Brotherhood, but they were reticent to open their ranks to a Ghoul. Behind closed doors, the Brotherhood decided to send Cain on a suicide mission for the order. They figured he would never succeed. But within Cain beats the heart of a killer, and that's just the kind of man this mission calls for."
    "Strengths: With less strength than Cyrus and less speed than Nadia, Cain's ability to withstand the effects of radiation is what truly sets him apart. Whereas the other two must avoid the toxic effects of radioactive substances,Cain will actually heal himself by coming into contact with it."
    "Weaknesses: Cain is not as strong as Cyrus, nor is he as fast as Nadia."
    "Special Skills
    Rad Child:Coming into contact with radioactive substances heals Cain when he learns this skill.
    Sadist:When Cain learns this skill, he receives a few health points every time he kills an enemy.
    Pyromaniac:This skill increases Cain's chances of dealing a critical hit when using fire weapons, like a flamethrower.
    Butcher:Increases Cain's chances of dealing a critical hit when using knives."
  10. Vidya: "There was a ghoul city to the west called Necropolis. But that place was wiped out by the mutants. I guess the survivors may have settled somewhere else..."
    (Vidya's dialogue)
  11. Vault Dweller: "There's a ghoul city called Los just over the mountains. I'll draw you a map. That reminds me of an old ghoul city called Necropolis... shame about that..."
    (Vault Dweller's dialogue)