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Cooke is just an overambitious prick, and he's going to get us all killed.

Philip Lem is a Powder Ganger living in Vault 19 in 2281.


Philip Lem made his living by sneaking into NCR camps and stealing goods and made a well enough living. One day, however, he got sloppy and got caught, avoided hanging, and sent to NCR Correctional Facility.[1] Once there, Lem was one of the first inmates involved with Samuel Cooke's prison break plan and took part by spreading the word to other useful inmates and eventually participated in the NCRCF prison break, like the other inmates.[2]

Lem decided to follow Cooke's lead on the way out of NCRCF and to Vault 19 but after all was said and done, Lem began to think that the group should turn themselves in back to the NCR believing that the group can't sustain themselves on the limited resources they got[3] and Cooke's overambitious agenda against the NCR will eventually just get them all killed.[4] Currently, Lem is at odds with Cooke, who wants everyone to stay while Lem and his group want to leave and surrender to the NCR, leaving the group confused on who's actually leading.[5]

Interactions with the player character

Interactions overview

Icon quest starter.png
This character starts quests.


Why Can't We Be Friends?: After planting the C-4 on the microcline rock, Philip asks the Courier to talk to Papa Khan to secure their alliance.

Effects of player's actions

  • If the player character sides with Cooke during the quest Why Can't We Be Friends?, the room to the blue overseer's office, where Lem resides, will be locked after the player character kills the fire geckos in the caves, with no option to lockpick the door. When the player character returns after speaking to Papa Khan about the convicts joining their ranks, they can enter the office, but will only find blood and some body parts on the floor. When spoken to about this, Cooke will confirm that he killed Lem to maintain control of the gang.
  • If the player character blows up the caves like Lem wanted, he is thankful and rewards the player character with caps. At this point, they can either allow Lem to turn himself and the other convicts in like he wanted, or convince him to join the Great Khans with a Speech check of 40.



  • Killing Philip Lem will cause all of Vault 19 to become hostile, even if done stealthily.
  • Philip seems to be the only source of tortiseshell glassesIn-game spelling in the entire game. Though it appears that he does not always possess these glasses and may have ordinary sunglasses instead.
    • As of patch, he wears regular sunglasses except in the PC version.
  • After completing the quest, Why Can't We Be Friends? (choosing Cooke's side and killing the fire geckos), Lem will appear reduced to a pile of flesh. And some escaped convicts will say, "Too bad for Lem... Guts were flyin' everywhere..." It is possible to trigger a dialogue with Cooke, after viewing the remains of Lem, in which Cooke admits to the killing.
    • If the aforementioned quest is completed in Cooke's favor, the doors to the overseer's room where Lem resides will be locked until the last stage of the quest.
  • Though Lem claims that some of the other Powder Gangers in the vault also want to surrender to the NCR, none of them have any comments on that matter. In fact, some will even comment on how "spineless" Lem has become.

Notable quotes


Philip Lem appears only in Fallout: New Vegas.

Behind the scenes

Phillip Lem's name is derived from the science-fiction writers Phillip K. Dick and Stanisław Lem. Sydney Wolfram, who designed Vault 19, was reading from both authors at the time.[6]


  1. The Courier: "What did you do?"
    Philip Lem: "I made my living sneaking into NCR camps looking for shit to steal. I got sloppy, and then I got caught."
    (Philip Lem's dialogue)
  2. The Courier: "Tell me about the prison break."
    Philip Lem: "I can be pretty sneaky when I need to be, and the prison guards were a joke. So when Cooke told me his plan, I spread the info to anyone that might be useful."
    (Philip Lem's dialogue)
  3. The Courier: "Why do you want to surrender?"
    Philip Lem: "We can't survive like this - there are too many of us and we don't have the resources. And maybe it's the right thing to do."
    (Philip Lem's dialogue)
  4. The Courier: "Tell me about Cooke."
    Philip Lem: "Cooke is just an overambitious prick, and he's going to get us all killed."
    (Philip Lem's dialogue)
  5. The Courier: "What's going on here?"
    Philip Lem: "Fucking Cooke has us trapped here. After we escaped from an NCR prison, he dragged us around the wasteland until we ended up in this shit hole. A group of us want to leave, go back to the NCR and surrender. But Cooke won't let us."
    (Philip Lem's dialogue)
  6. Email from Sydney Wolfram to Kastera1000:
    "Vault 19:
    -The character Phillip Lem got his name from Phillip K. Dick & Stanislaw Lem."