How do you create fear in an FPS? More often than not, the FPS hero is a virtual killing machine with much of the challenge coming from surprise attacks and overwhelming numbers of enemies. How do you create an unsettling environment of fearful dissonance? This was one of the most significant challenges faced by the designers of Capcoms DARKWATCH, a vampire-western FPS. This lecture offers a review of applicable theories of fear and summarizes the lessons learned on DARKWATCH. It discusses the production challenges involved and demonstrates how these principles could be applied in a sequel.