Philip Rosedale: What’s Missing from the Metaverse?

Philip Rosedale is the founder of Linden Lab, which launched the popular virtual world Second Life in 2003. His goal has always been to build a viable model for a virtual economy or virtual society, not just an entertainment platform. Before Second Life he served as CTO at RealNetworks, where he wrote some of the earliest algorithms to compress video for transmission across the internet. In 2013 he founded High Fidelity, which builds a spatial audio for group chat. He is currently involved with both Second Life and High Fidelity, and advises on Metaverse efforts.

Transcript

Intro: [00:00:00] From Silicon Valley, the heart of startup land. It's Getting2Alpha. The show about creating innovative, compelling experiences that people love. And now, here's your host, game designer, entrepreneur, and startup coach, Amy Jo Kim. 

Amy: Philip Rosedale is the founder of Linden Lab, which launched the popular virtual world Second Life in 2003.

At that time, I was working as the VP of Social Architecture at a similar 3D social space called There.com. Though we worked for rival companies, Philip and I developed a lasting friendship. It was forged through discussions about the challenges of building and running a thriving online community. And recently, I learned that while Philip has long been a 3D enthusiast, he's acutely aware of the social implications of VR.

Philip: The thing that I realized, which is so psychologically interesting is basically that your willingness to wear an Oculus [00:01:00] Rift in a room that might have other people in it is proportional to the degree to which you feel safe blindfolded. And if you don't feel safe blindfolded, you're not going to put an Oculus Rift on.

And you know what? None of us feel safe blindfolded where there might be other people around. But some of us feel a lot less safe than others. 

Amy: Join us for a whirlwind tour of Philip's career, building Second Life, pivoting high fidelity, and working to create an equitable, metaverse society.

Welcome, welcome, Philip. Thank you so much for spending time with us. 

Philip: Thanks. Thanks for having me. 

Amy: Philip and I have known each other for years. And Philip, I always remember, one of the first times I got to know you walking around the show floor of E3 together and listening to you describe what you were seeing, and I was working in the games industry at the time, your perspective on what you were seeing on the [00:02:00] E3 show floor was so different than everyone I worked with in the games industry.

It just made my head explode. And ever since then. Every time I see you, my head explodes. 

Philip: Well, thank you. I wonder, I can't remember what I was telling you about the show floor. That's great. That's so way. That must've been a long time ago. If it wasn't, yeah. 

Amy: I think you were just, it was the beginning of Second Life.

So, before we get into what you've learned from Second Life about the metaverse, let's wind it all the way back. How did you first get into tech? What's sparked your interest? 

Philip: Well, first of all, in terms of timing, right, which we know is so important, I'm a few years younger, maybe 10 years younger than Bill Gates and Steve jobs.

So, you know, the, the personal computer became a reality when I was probably, I mean, I guess it depended on how much you were willing to spend, but [00:03:00] you know, when I was like 12 years old, so my first computer I bought at a swap meet was a Timex Sinclair that I could program basic on. And initially I was into electronics as a kid.

And then when computers came out, I got a cheap one and started doing programming. And so, you know, that kind of Commodore 64, TRS 80, Timex Sinclair, those types of computers were the ones that I first started programming on and that got me hooked, like so many other people, on using computers to do things.

And then later, just after I got out of college, I had the good fortune of being right there for the beginning of the internet. So, you know, the internet was really my moment as a young person to start building things. 

Amy: So you, among other things, became the CTO of RealNetworks.

Philip: Right.

Amy: How did that come about?

How did you go from kid interested in computers to being the CTO of one of the early pioneering streaming companies? 

Philip: Right. [00:04:00] That's a great question. So what happened was this, I got into computers, I started programming. I got fascinated by emergent behavior and simulation. I was kind of excited by things like the game of life and cellular automata and how birds flocked, which is that, I have a tattoo on my forearm that is the rules that make birds flock so beautifully as done on a computer.

And because of all that, I was really interested in this idea of building a big simulation of some kind. However, and this gets to the RealNetworks thing, I was equally convinced in 1994, when I got to Silicon Valley, that because computers couldn't yet do 3D, that trying to build a virtual world like Second Life would be hopeless in 1994, 1995.

So what I worked on instead was video compression. So I wrote a windows application for sending video and audio of yourself over the internet to someone [00:05:00] else. And believe it or not, back in 1994, 1995, when I was working on that, nobody had really been doing that. There were only a couple of people that were trying to figure out how to put video over a dial up line.

So I taught myself and got really into the problem of video and audio compression and ended up writing this little application. The application was called Freevue, which you can find on the Wayback Machine, if you look it up, FREEVUE, I think presently, unfortunately, the website that I originally had is like a porn site or something.

So you have to go on the internet archive and look it up. But that piece of software brought me to the attention of Rob Glaser, who was the guy who started RealNetworks. And he ended up acquiring my company, my project, my video project, and me and a friend of mine from college who were working together at that time.

And we started working on audio and video on the internet, which was incredibly fun and exciting. And I went on to be the CTO and RealNetworks went public while I was there. And [00:06:00] so we became a big company, which also gave me a lot of really good management experience, I think. 

Amy: Oh, Bet. So then, you founded Second Life.

Tell us about that. 

Philip: Yeah. So by 1999, there were two things that happened that were important. One was that broadband became the way people connected to the internet. The second one was that NVIDIA released. The, the chip that's called the GeForce 2, which was as, as I'm sure you remember the first chip that really did 3D well, and those two changes made me feel like I could build a virtual world that I had 3D graphics.

And I had say, a hundred kilobits per second, you know, uh, to everybody. And so with those two thoughts in mind, I left RealNetworks. Everybody knew I was going to go start this crazy virtual world thing. It had been what I always talked about, even during the time that I was there. And so I, I left in mid 1999 and I started [00:07:00] working on Second Life at the very end of 1999 in a warehouse that I found for a very low rent in Hayes Valley in San Francisco. 

And that's how the company got its name, Linden Lab. The name of the company that built Second Life was on Linden Alley, was where our first office was. 

Amy: So then you ran Second Life. It's still going. It's still making money. And we're going to delve into the stories about that.

But right now, here you are, and you're a pioneer in both building and monetizing online social worlds. From that experience, we're seeing now an explosion of new interest in building and monetizing online social worlds. Some of which is very naive, some of which is sophisticated.

DJ: Right. 

Amy: What is it you know now about that?

Going back to yourself when you were founding Linden Labs that you didn't know [00:08:00] that you wish you had. 

Philip: Yeah. You know, I think the biggest thing and the thing that applies most to what's happening right now is that even with the best technology we have, even including, and I'm sure we'll talk about that VR headsets, which became a reality after Second Life was built, even including them.

The thing that I know now that I didn't know then was that living in a virtual world and in particular socializing with people, you know, a lot of your waking hours in a virtual world is not for everyone. I thought when I started Second Life that we would all, and I'm sure Amy Jo, that you had some similar thoughts because you were out there at the time.

I thought that we would all have an avatar and that we would all conduct our lives partly in the real world and partly in the virtual world. [00:09:00] And now with 20 years of additional work and reflection, I would say that, that isn't the case that we're not all better off, if you will, living, working, playing in virtual worlds.

And that's different than what I thought at the time. And I think really interesting for the current moment where we have, for example, Facebook trying to get all of us into a virtual world. 

Amy: Right. And that really goes towards something that you can't tell people they have to learn themselves, because generation after generation, you know, discover Snow Crash or Ready Player One or anything that's newer and similar and reads it as a spec.

Philip: Right. Exactly. An instruction manual. And I think the funny thing that I'm sure you've heard that I've been saying lately is it's not, it wasn't an instruction manual. It was a warning, which I think is pretty funny. The idea there being that if you really look at snow Crash from different angles. You know, one of the angles is it could be a kind of a dystopian [00:10:00] outcome, right?

Where the real world has fallen in some fashion and we're all stuck having to get by in the virtual world. Now, of course, I think as, as with everything it's complicated and there are a lot of things in Snow Crash. And by the way, a lot of things in Second Life that demonstrate how wonderful virtual worlds can be for people, but it is a cautionary tale as well as an instruction manual.

And yeah, I think that's really interesting to look back on. 

Amy: One of the fascinating things about your career is that after Second Life, you founded a company called High Fidelity that was audio only. And what did you learn about more and more realistic and vivid visuals and social life online that led you to doing that?

Philip: Yeah, I mean that part of the story, again, really reads on what's happening right now. High Fidelity wasn't originally about just spatial audio. It was a whole new virtual world like Second Life. So here's what happened with high fidelity [00:11:00] in 2012 or 11, maybe the chips came out that were, that were the key chip.

The key chip that enabled the Oculus Rift to exist was a chip called a MEMS gyro. So it was a tiny chip that detects the rotation. And this was a critical part for people like me that were loving VR and dreaming about VR all my life and being into electronics, it was a critical component because being able to detect the angle of your head in real time has been this problem and there was never a low enough latency way of doing it.

But when that chip came out, there was. And so that chip, I would say more than anything else was what made the Oculus Kickstarter possible. And I got one of these chips in our office. We were working on this. I had this company called Coffee and Power, which was about 10 people at that time in 2012. And I remember plugging in one of these chips to an oscilloscope.

And gathering everybody around me and showing them look and [00:12:00] basically holding the chip in the air and turning it and then watching the lines move on the oscilloscope to basically tell you kind of how the thing was oriented. And I turned to everybody and I said, we're going to shut down this company.

And we're all going to start a new adventure and that new adventure is going back into VR. And we're going to do that because we're anticipating that Oculus is going to build a reasonably good headset in the next few years. And that we're going to build the software platform that will enable a huge, uh, set of connected virtual worlds, very much what we're calling, you know, the metaverse today, we're going to write all the software for that. 

And so we began that adventure in 2013 and for the next 10 years, almost, we, uh, we worked on a new virtual world that would be enabled by those devices before we stopped.

Amy: Because? 

Philip: Right. Trying to record you and I are working together here with the dramatic pauses [00:13:00] and... Yeah, we stopped because In late 2019, before COVID, by the way, I had enough information to finally realize something with certainty. And the something with certainty was this, well, there were a bunch of different things that were happening, but there were, there were kind of two important things I think that I really internalized in late 2019.

Number one was that the nonverbal information that was conveyed by a person wearing a VR headset, state of the art, you know, a Vive or an Oculus was not good enough for the average person to be willing to communicate with a stranger as an avatar. So they didn't get enough of a feel for the nonverbal information as you touched on earlier, we did and do at high fidelity.

The audio very much well enough. Our audio is absolutely sensational. It's an experience everybody should have and it basically allows you to have a group conversation where everybody can talk at the [00:14:00] same time because you hear people's voices coming from exactly the point in space where they are or where their avatar is.

And that means that the audio feels virtually perfect. It's, it's almost undetectable from, you know, standing in a room at a party or something. But what we realized was that the nonverbal cues were insufficient for normal people to be willing to use avatars to communicate, even wearing these devices.

The second thing that I realized, which was very much kind of, I had an advantage knowing what to look for here because of Second Life. The second thing I realized was that different people and in particular different genders had a very different willingness to wear an Oculus Rift. And of course, that meant that we would have a very unevenly distributed population in this new virtual world for those wearing headsets. 

And that, in my opinion, was fatal that we, as a company, even though we were very well financed, we had 100 [00:15:00] people working on this. We realized that even with the amount of financing and support momentum, we had, that the Oculus Rift was not going to create a diverse population of people for a social world to exist.

And therefore we basically wound down all our VR work and focused entirely on spatial audio. 

Amy: What a story. So, you saw something and once you saw it, you couldn't unsee it and you couldn't pretend. 

Philip: Exactly. And I, and it was amazing because, you know, I had that kind of Titanic moment where my whole team was like, Philip, you know, you're the person who's kind of leading the charge on this, you know, and you believe in this stuff and you believe in virtual worlds, which I do.

And I said, you know what, we're still not going to make it. The company has raised 74 million over its existence, and we had a lot of that money, and we had 100 of us working on it. But I still made the calculation, and I believe COVID demonstrated that I was right, [00:16:00] that we wouldn't be able to get the kind of rich social experience which Second Life has.

And it's so compelling. We wouldn't be able to get that to happen on the VR headsets because of this problem. And again, going back to it, the thing that I realized, which is so psychologically interesting is basically that your willingness to wear an Oculus Rift in a room that might have other people in it is proportional to the degree to which you feel safe blindfolded.

And that's the example, that's the way I always put it. And if you don't feel safe blindfolded, you're not going to put an Oculus Rift on. And you know what? None of us feel safe blindfolded where there might be other people around, but some of us feel a lot less safe than others. And when I realized that I was just like head in hands, you know, like we're completely screwed here.

Amy: And you only realize that because you had the Second Life experience with social worlds. I think that's why a lot of people can fool themselves now, but you [00:17:00] understand social dynamics and what it does to an online world and the activities therein. 

Philip: Yeah, exactly. That there's a, there's an inclusivity factor that's subtle and you just know it once you've seen something like Second Life.

There's a gender factor there that it's just, it's just vital to be completely inclusive. It's a little bit like how I guess the first wave of the internet was where for the most part, everybody could get on the internet. And that was part of what was amazing about it. It wasn't discriminating much. And then as smartphones came around, even less so, you know, where we could all get on this thing together and do whatever we could do on it.

And I guess what I learned was that for a really compelling virtual world, as compared to say a video game for a really compelling virtual world to exist, the same condition basically has to be met. It's got to be accessible by everybody. And, you know, it was, Second Life was pretty much accessible by everybody.

Now it's even more so because everybody's computers will run it where historically they [00:18:00] wouldn't, but I think it's just absolutely vital that you have that high level of inclusion. 

Amy: Wow. That kind of leads us into crypto and which I wanted to get to at the end, but let's bridge it by talking about economies.

So, you ran Second Life, you had this incredibly difficult realization as a CEO that you couldn't pretend you didn't see, and frankly, from my point of view, you turned out to be prescient and right. But we'll all see, right? 

So, there you are, having this realization. What did you learn from running Second Life about virtual economies that informs what you see now and what you can tell us about, you know, say Web3 economies.

Philip: Right, right. So let's skip to economy, right. And that's you're, you're exactly right. It's separable and there are some big problems. So for those who don't know, [00:19:00] Second Life has its own currency. It's kind of like a cryptocurrency, but different. That is to say anyone in Second Life can walk up to anybody else or walk up to a vending machine, which these things exist as well.

Or buy something from someone or buy something in a store using a currency that we created completely for Second Life, and we did this way back in about 2003. Currency is called the Linden dollar. And in many ways, it's similar to a cryptocurrency in that anyone from anywhere in the world can easily use it, can use it to, can, can give it to other people, but the, but the comparison kind of stops there.

And that's where cryptocurrency has been such an interesting study. And again, as you can, you know, as you can imagine, very interesting and different for me to see versus other people. So cryptocurrency has two big problems that Second Life didn't have. By design, the first problem is that cryptocurrencies are steadily going up in value as more and more people come to be using them.

And the reason for this is a basic economic principle, which is if you build a currency out of a fixed number of [00:20:00] units of that currency and more people are finding uses for it over time, then inevitably the price of that currency will go up. 

The thing that cryptocurrency people seem to hand wave about, but that I was very much aware of with regard to Second Life, is that, if the price of the currency goes up, then it stops being a currency and starts being a commodity that people hold as a means of making more money later in the same way that we hold real estate or stocks. And so you can't have it both. 

A cryptocurrency can either be a means for people to trade with each other or it can be a kind of store of value, as some say, or a commodity, it can't be both. And I knew this because when we started Second Life, we wanted Second Life's currency to only be a tool for trade. All we wanted to do with Second Life was enable a means by which people could trade with each other and potentially make a living, but first and foremost, trade with each other.

So we wanted them to be [00:21:00] able to walk around and find somebody that made, you know, virtual motorcycles and buy one from that person and they needed a way to buy it. So they basically needed to have a stable currency. So we made Second Life's currency stable. We did that in the same way that you always have to, again, ask any economist.

They'll tell you that as people come in and as people are doing more and more useful things with the currency, you have to gradually increase the amount of currency in circulation. Now, the big fight that everybody has over crypto and other things is what do you do as you increase that currency, as you print more currency, how do you give it away?

Now appropriately, the way that governments give their currencies away is it, it is, it is appropriate to critique that because there are many problems with that. But in Second Life, we were able to distribute that currency more fairly. We were able to do two things. 

One, we basically had a bit, we hadn't have a basic income. So there is a degree to which people receive direct allocations of, of new [00:22:00] currency. So we have a basic income, just like people are talking about in the real world. 

The second thing in Second Life was that we, we had to print actually more currency than that. And that currency, we would basically sell on the open market, which, yes, it was a way for the company to make money, but it was also very fair because selling it on the open market at the market price meant that again, we were kind of equally distributing it to everybody.

So basically, second Life has a stable currency. We've spent 20 years successfully keeping it stable, so we know how to do it. And that is something that you gotta have to actually enable a digital currency as opposed to a digital commodity. 

Amy: I love what you're saying because you're differentiating between speculation and ongoing trade and economic activities.

And what's interesting is that communities of all kinds need stability. They need stability in order to trade and have economic, economic [00:23:00] activities emerge, right? But markets need volatility to stay interesting. And speculation needs, like, stability there, people lose interest, right? So it's part of how markets keep you interested and what speculation is all about.

And I really like the distinction you're making about communities and economic activities. And one way that I think about it, I want to know if this maps to how you think about it, is, you know, people don't just socialize for no reason. There's always a reason. There's always an engine going of some kind, which could be, why do I say hello to my neighbors?

Cause if something happens, I don't want to be a stranger. It's like they don't have to be my best friends, but there's a reason why we socialize. And so trade is a reason trading posts spring up in like you can design for trade, right? [00:24:00] Trade and the things that engage with trade. 

Philip: Yeah. 

Amy: That's one, that's an activity.

That's a shared activity that can drive people to want to socialize. You can engage for speculation. That's a very different activity. That's that difference of stability. So it makes sense versus speculation. You know, it might be big, it might go to nothing. 

Philip: I think you're speaking to something that you and I both know from our years of work.

And I think people forget it sometimes, especially right now in the world with all the troubles we're seeing, which is that we are deeply social creatures. We are only functional because of social connections with others, right? We're soft and squishy. We've evolved away from our claws and we've evolved to have light colored part around the edges of our eyes, which allows us to signal with our eyes to each other. 

And of course, by the way, I'm sure we'll come back to that. That's part of what doesn't work with the VR headset, but, you know, even over Zoom right now, we have an exquisite ability to see each other's gaze direction. And that all speaks to what interdependent and social [00:25:00] animals we are.

And I think that there's hope in that because we always use it just as you say. We use communication channels to establish and reestablish social bonds that are critical to our survival. And the good news there is that means we're basically good to each other. Because as you say, when you meet your neighbors, 90 percent of the time, what you're trying to do is reinvigorate or kind of touch that social connection you have with them because you might need them at some point, right?

It's 10 percent of the time that you're complaining at them about parking in front of your driveway, right? So I think there's hope in that. 

Amy: I love that. So what's on your mind now? Where's your gaze headed? What do you see? 

Philip: Yeah. I mean, with, with not being able to reach people through virtual worlds, what I'm doing now is thinking about, well, first of all, because I do have a good, a good point of view on it.

I'm trying to help other companies. That are involved in, in virtual worlds and the metaverse and virtual reality to the extent that I'm able, I'm, I'm trying to kind of provide what [00:26:00] help I can in terms of how this overall kind of ship gets steered. So I'm involved with different steering committees and industry groups regarding metaverse technology.

I also spend a lot of time trying to convince people of, for example, something we haven't talked about, which is that advertising, if it's allowed to happen or, or behaviorally targeted or surveillance, advertising is extraordinarily dangerous in virtual worlds. We can have a good business model without it, but we've got to somehow win a struggle here in the next year or two with Google and Facebook about not doing that in virtual worlds.

So I spent some time on that. And I'm also just generally as a philosopher and as a design thinker trying to figure out how I can help humanity the most if I can't get everybody together into a virtual space, which is kind of what I had initially hoped 15 years ago. What else can I do with my skills?

What else can I do that's social, that brings people together, and maybe doesn't involve 3D worlds? So I'm thinking, I'm spending a lot of time thinking about that. 

Amy: After all, the [00:27:00] metaverse doesn't have to be 3D and VR, does it? 

Philip: Exactly, right. I mean, you can separate out the, I, I often say that the metaverse is sort of two different ideas and you can pick 'em and mix 'em however you want and they're pretty separable.

And people kind of mean one of the two when they say the word. The first one is 2D to 3D. Yep. It is true all the way since when I started Second Life that we've been playing around with different things that we might wanna move from 2D to 3D, right? We might wanna move, say something even as something as abstract as like shopping, right?

There are probably some kinds of shopping that are better to do in 3D than 2D. Certainly not all of them. If you're reordering groceries, probably not the latter, but the 2D to 3D is thing. Number one about the metaverse, but thing number two, which is the most important one is lonely to live. So the internet today is not a place with other people.

When we use the internet, we don't have anybody with us, right? When you're on a website, Amazon say or something, there's a thousand other people or [00:28:00] 10,000 other people on the website with you, but you can't see them. If you look to your left and right, or you listen, they're not there. So you are alone on that website, even though you're actually not alone.

And I think the more important idea in the metaverse is, Hey, what if, be given that we're such social creatures, like we just talked about, what if we started not being alone when we were on websites? Yes. What would that be like? And of course, as you said, that doesn't have to involve 3D. It doesn't have to involve video or even audio.

We don't know exactly what that means, but I think that the movement toward what we need to do to get us all together on the internet is In my opinion, the more important and complicated and fraught and dangerous and opportunistic piece of the metaverse idea. 

Amy: That echoes an article I just read saying basically the metaverse is about communications, not a place.

Philip: Right. Exactly, right. Although I think there's a place that the place element gets into the next level of design, which is how do we all get along there, right? The sense that you're in the same place [00:29:00] with someone else. And you're both sharing the same environment, as we both know, is a very powerful, positive influence on people's interaction.

And in fact, one of the problems we have with Zoom right now is that although we can see each other's faces, which is great, we can't make eye contact, but we can see each other's facial expressions. However, we are also seeing that we're both in two different rooms, and of course, there's been all those studies on that, that that makes us feel kind of away from each other.

And then by comparison, something like Second Life or yourworkwithair.com, those are environments in which you see your avatar in the same space with somebody else. And that makes you more respectful, more civil, more connected to them. 

Amy: Interesting. So this is a speed question. You left our Barcelona gaming retreat early to go to Davos. And there's a lot that goes on there. 

What was one thing that you got from that trip? An insight or a person or something you saw or heard that's still resonating for you? 

Philip: It's a good question. [00:30:00] I've, I've only been to that event twice. Once when Second Life kind of really took off. And then this year with all this new interest in the metaverse, I'll give you kind of a meta takeaway, which was not so much about the metaverse because I was on a number of panels there about it, which were kind of industry conversations.

But more that, I think there are a lot of people and I think the world economic forum is very much an example of this, who have really good intentions right now about trying to be stewards, trying to be better stewards to the world at large. So I think that Davos was surprisingly heartfelt and compassionate as to, you know, how people there and how the organization leading it is really concerned about helping with the state of the world and digging into things like what we're talking about, like civic discourse and online spaces.

I was also struck though, at the same time, if I can kind of counter that by the challenge that I see in certain types of top down intentions, like I think that charitable [00:31:00] or kind of world building or helping people sort of things can, you can have exactly the right intentions and even some of the right ideas.

And if you're doing it from the top down, meaning from like, the richest people toward the poorest people or the governments toward the populations or whatever you run into a lot of trouble. Like one of the things I noticed was that there's understandably a tremendous amount of kind of conspiracy theory around what are they doing when they get together in places like that.

And honestly, as someone who just attended it, I would say, I would laughingly say, a lot less than you might think, you know, there's not a heck of a lot of conspiratorial discussion going on. In fact, it's just more that people have a hard time agreeing at that level on what to do. But I think that I'm struck again by how some sorts of things like the internet at its start, for example, need to be kind of more bottom up.

Everybody needs to kind of work on them together and sort it out. And even in many cases, the best intentioned people or governments or [00:32:00] companies or whatever have a hard time being of assistance for certain types of problems. So that's my kind of takeaway on Davos. 

Amy: Nuanced and insightful as usual.

That's really interesting because it mirrors a lot of the government committees I've been on. A lot of really smart people, a lot of great intentions, a lot of heart. And then when it comes to execution, like going from that to what you actually do. And that's when I start to look at incentives...

Philip: Right. 

Amy: But perhaps that's a discussion for another day.

Philip: Yeah, we, I think we opened up a couple of possible next ones. This is a great conversation and a great group and great questions. 

Amy: Thank you all for joining us. Thank you so much for taking time with us. 

Philip: Thank you. This is great. Thanks, Amy Jo. 

Outro: Thanks for listening to Getting2Alpha with Amy Jo Kim, the shows that help you innovate faster and smarter.

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