The Rise and Fall of TSR: A Business Tragedy

Ben Riggs published "Slaying the Dragon," a detailed history of TSR's rise, bad decisions, and harrowing demise from '79 to '97.

### The Rise and Fall of TSR: An In-Depth Analysis of the Company's Major Mistakes
* 🎲 TSR, a prominent D&D and RPG publisher, was founded in 1973 by Gary Gygax, Don Kaye, and Brian Blume, **self-publishing D&D box sets** in the early days.
* 💰 Despite exponential sales growth, TSR made several catastrophic business decisions, including **not paying royalties to co-creator Dave Arneson**, **ignoring the impact of the Satanic Panic on sales**, and **lacking experienced business leadership**.
* 🏢 The company faced internal power struggles, **overexpansion**, and questionable acquisitions like a **needlepoint company** and a **sunken ship**.
* 👿 Lorraine Williams, who became the majority shareholder after acquiring shares from the Bloom brothers, was widely criticized for her **management style and treatment of employees**.
* 📚 TSR showed contempt for writers, leading to the departure of critical authors like **Margaret Weis, Tracy Hickman, and R.A. Salvatore**.
* 💸 To address financial issues, TSR engaged in a **dubious practice of overordering products from Random House to obtain cash like a loan**.
* 🃏 In an attempt to replicate the success of Magic: The Gathering, TSR rushed the production of its own collectible card game, Spellfire, with **recycled artwork and no art budget**.
* 📦 The company's **inflexible distribution model**, factoring, and mounting debt led to a downward spiral, culminating in the sale of TSR to Wizards of the Coast in **1997 for $30 million**.
* 📖 Despite the numerous mistakes and mismanagement, TSR's legacy includes creating iconic RPG settings like **Planescape, Ravenloft, and Spelljammer**.

in 2022, blogger and podcaster Ben Riggs published Slaying the Dragon, one of the most detailed and well-researched histories of D&D and RPG publisher TSR's rise and fall. I've read a few histories of D&D, mostly centered around co-creator Gary Gygax, but I've never read one quite like Slaying the Dragon. Long story short, Ben Riggs tracked down just about every major staffer and artist in TSR's history, starting with its inception in 1979, and details in excruciatingly tragic detail every last major bad decision made by the company, all the way up to its harrowing demise in 1997 when it sold itself off to Wizards of the Coast. As a work of investigative journalism, it's a triumph. As a definitive history of how the D&D intellectual property was handled from '79 to '97, it's indispensable. As a handbook on how not to run a company, it's a must-read. There are a lot of reasons why this book is valuable.

you're into RPGs, as well as if you're interested in how a business needs to operate in order to have a chance at staying viable. The mistakes made by TSR between Gary Gygax, the Bloom brothers, and then for the majority of TSR's run by Lorraine Williams are pretty astonishing, and there are details about TSR's business arrangements that were never published before Ben Riggs revealed them in this book. In this video, I want to enumerate each of those mistakes that TSR made over the years. Some of these mistakes you'll probably find minor, and others you might find so outrageous that they're nearly unbelievable in hindsight. I'll be curious to hear your reactions in the comments after you've watched the video, and of course, I'll leave a link below to where you can get a copy of Slaying the Dragon, a book that I read in record time because it's an absolute page-turner. I actually got to interview Ben Riggs on my newsletter as well, and we went deep into the research for this book and the incredible story of TSR.

leave a link below to where you can read that interview as well. Before we jump into the parade of horribles that is the history of TSR, let's quickly recap how its Keystone product, Dungeons and Dragons, came about. Dungeons and Dragons was born as a marriage between a personal combat simulator called Chainmail, created by Jeff Perin and Gary Gygax, and a fantasy domain and personal adventure simulator called Blackmoor, by Dave Arneson. Having to self-publish the game, Gary Gygax created a company on October 1st, 1973, and called it Tactical Studies Rules, or TSR. He went into partnership with his buddy Don Kaye and a toolmaker named Brian Blume. In the early days, they were filling orders by making box sets by hand in a basement. Any business mistakes they might have made at that time can be excused; if anything, this was a period filled with serendipity and good fortune. As they decided to bring on neurologist J. Eric Holmes to create Dungeons and Dragons Basic Set, a game which essentially is

the backbone of most OSR games today, and they also created a version called Advanced Dungeons and Dragons, which attempted to account for all possibility and the fiction being told at the table. In 1977, they released the first Monster Manual, and in 1978, the Player's Handbook and the Dungeon Master's Guide. That brings us to our first major sin by TSR: stiffing Arneson. TSR plans to pay D&D co-creator Dave Arneson absolutely nothing because allegedly Advanced Dungeons and Dragons was so different from Dungeons and Dragons. Arneson sued TSR, and they settled in 1981 on royalties of 2.5% on certain AD&D products, but he ended up suing for royalties again in 1984. Ignoring moms as the Satanic Panic drove sales through the roof, going from $2.3 million in 1979 to almost $27 million in 1983, the company did not actually do anything to address concerns of parents and Puritans, such as removing devils and demons from the game.

which hurt the company's distribution. Sears and JC Penney, for example, both dropped DND which cost them millions in sales annually. No business experience despite the positive coverage of the company by newspapers and magazines. In 1982, not a single one of the top nine managers at the company had previous business experience. They were all former biologists, pharmacists, plumbers, and the like. Confrontational triumvirate. In 1981, the company passed into a three-way leadership between Gary GX, original investor Brian Bloom, as well as his brother Kevin Bloom, who did not have any business experience either. The Blooms would outnumber Gak on major decisions, according to G, and were purging managers loyal to Gary G. No more royalties. The Bloom Brothers ended a royalty program that paid out a portion of sales to each employee, which supplemented their relatively small salaries. Over expansion. Anticipating sales of up to $75 million in 1983, the company expanded to 312 employees, six buildings across Lake Geneva, Wisconsin.

warehouse in New Jersey and a licensing office in New York City. They did not meet those sales goals that year. By 1985, sales were down 79%. The needle point company. Around this time, the company bought Greenfield Needle Women, a needle point company owned by a cousin of the Bloom brothers. And the purchase was rationalized as they figured they would sell needle point kits to tabletop Gamers so that Gamers could embroider slogans like Dragon power and quiet danger zone. The kits did not sell, raising a shipwreck. The company paid to raise a sunken ship off the bottom of Geneva Lake. They ended up keeping the boiler of the ship in one of their offices for a little while but actually never had plans on what to do with the actual ship if they got it. Amazing Stories. The company purchased the magazine Amazing Stories, which at the time only had 10,000 subscribers. Interactive romance novels. The company launched a line of interactive romance novels called Heart Quest with the hope

of capturing the teen Market layoffs for a loan on the heels of all this expansion. Kevin Bloom landed a $4 million loan contingent on four waves of layoffs that would stretch into 1985. GX goes to Hollywood at some point in this period. In the early '80s, leadership at the company all decided that Gary GX should move to Los Angeles in order to work up some D and TV and movie deals. To make a very long story short, he moved into an extravagant mansion with his two teenage Sons, Ernie and Luke, did a lot of Co Kane, and threw tons of wild parties. He did end up Landing a D and D cartoon series that ran for a couple years but got unceremoniously cut short before the final episode could air, and GX's business expense account was also cut short one day when it became plainly apparent that he wasn't getting much done down there. GX buys a failing company after returning from Hollywood. GX bought up controlling shares in the company, which was reeling in at least

$1.5 million in debt, and he didn't know how to fix fix it. GX hires Lorraine Williams. GX asked a Hollywood buddy to invest and help run the company, but the Buddy deferred and suggested that Gary hire his sister instead, a woman named Lorraine Williams. Pretty much the rest of this video will illustrate how this was a major mistake. GX refuses to buy out the Bloom Brothers. The Bloom Brothers wanted to leave like rats on a sinking ship, and in July of 1985, they offered Gary their shares in the company at $500 a share. Gary refused, and the Blooms turned around and sold those shares to none other than Lorraine Williams, who then became the majority shareholder and master of the company overnight. Gary sued to reverse the sale. Gary took Williams and the Blooms to court in order to reverse the sale of the shares, but the judge denied his claim mostly because he had a chance to buy the shares first. He left his own company soon after this. Williams starts a vendetta against G over the next

several years after GX left the company, he tried starting a new RPG public in company new Infinities, as well as a new game called Dangerous Dimensions. At every turn, though, Lorraine Williams threatened to Sue or actually did Sue gy back into the ground. Lorraine Williams hated Gamers. It is mentioned several times in Ben rs's book that the head of TSR, the company that essentially created role-playing games and popularized Dungeons and Dragons, loathed Gamers. Williams leaned in on Buck Rogers. It turned out that the Williams family owned the rights to Buck Rogers. If you're not familiar, that's a science fiction Adventure hero most popular in the 30s, 40s, and 50s, but by the 1980s was largely seen as a tired IP. But since Williams had the rights, she relentlessly used TSR to pump out Buck Rogers novels, board games, and RPGs, even though they did not sell. If you stick around in this video, Buck Rogers comes up in a hilarious way right at the end of this.

sorted and depressing list. Margaret Weiss and Tracy Hickman. Weiss and Hickman were a husband and wife writing duo that were working as staff novelists for the company. And they had written the single most successful novels for the company ever. The Dragonlance Chronicles, published in 1984 and '85. Despite massive sales, TSR refused to pay them a competitive rate for their work. And they left the company, signing with Bantam for an order of magnitude more money. Dragon Strike. In an attempt to get 8-year-olds to play D&D, the company made a game called Dragon Strike, which came with a VHS tutorial video that was produced in Hollywood with no script, no oversight, and wasn't even properly budgeted into the cost projections for the game. The video ended up being a boring mess, and Dragon Strike lost a bunch of money. TSR fights DC Comics and loses. DC Comics was licensing TSR products like Forgotten Realms and other D&D stuff, and the comics were selling really well. But TSR decided it

would go into competition with DND and start making its own Comics. This is a long and protracted tale that involves several dedicated TSR staff moving to Los Angeles and creating a compelling business plan for Comics, but then angering DC Comics, getting sued, and then having to categorize their Comics as comic modules, which then caused those Comics to be shelved in the wrong part of the bookstores where they were being sold away from the rest of the comics. And also, obviously, DC canceled every last existing D and comic book line. Perpetual contempt for writers, despite virtually half the company's sales coming from novels. By 1993, Lorraine Williams dictated that the author's name would never appear on the spine of any of these books. Didn't just become a novel Publishing House, despite having sold 27 million novels by 1993, a medium that was way cheaper to create compared to RPG Rule books, supplements, and boxes. The company didn't lean in on the sale of novels either by respecting its writers or by increasing the book.

Department's operations. The lack of respect and pay led to two longtime and critical editors in the book Department, Mary Kirchof, and Jim Louder, to quit in early 1992. TSR hires Brian Thompson to fill the vacuum left by Mary Kirchoff's departure. TSR hired a New York editor of fiction named Brian Thompson, who on paper had very strong credentials, but as it turned out, was extremely tribal and vindictive in his management style and actually coached management in the book Department to treat writers roughly to get the most out of them. He even started throwing away unsolicited book submissions without reading them. It's noted that TSR had previously discovered one of their all-time greatest authors, R.A. Salvatore, through these submissions. R.A. Salvatore driven out despite Salvatore being a huge earner for TSR with his Drizzit Do'Urden novels. In 1994, Brian Thompson demanded that he turn out six new novels in three years on top of a three-book deal that the author had already just landed with Warner, meaning that Thompson wanted him to write three

books a year for 3 years straight so salvator walked and TSR lost that Golden Goose. Lorraine blows a deal with the tolken estate. In 1992, the company sent one of their editors, John Ratcliffe, all the way to England to sit with the head of the tolken estate at the time, Christopher tolken, to negotiate a book and game Deal. Ratcliffe proposed sequels to token's Lord of the Rings books, which Christopher tolken responded to with a very firm no. tolken did Ascent, however, to TSR making a Lord of the Rings RPG, but upon hearing that they wouldn't be able to make new Lord of the Rings novels, Lorraine Williams responded, quote, not worth our while, and walked away from the deal entirely. TSR was recklessly taking out loans with Random House. One of the big reveals in Slaying the Dragon is that Ben Riggs discovered a contract that explained a peculiar tendency of the company to over-order stock to be printed that had no chance of selling. For example, with the game plus VHS combo.

Dragon strike, which was aimed at 8-year-olds, initially sold 100,000 copies and was expected to sell another 50,000 copies. But Lorraine then ordered 150,000 more copies. Instead, as it turned out, the deal between TSR and Random House, which was signed in 1979, allowed TSR to receive payment on all products received by the distributor, whether that product was sold or not. Then, any of that money that TSR received for a product that remained unsold would need to be returned to Random House. So, each time Lorraine grossly overed products that she or the board knew would not be sold, it was TSR's way of taking out a loan. TSR began to abuse this odd contractual agreement to get fast cash. Despite a continuous decline in sales by the 1990s, a full 30% of products were being returned, compounding the debt that TSR owed to Random House. Debts that were ACR interest Braum driven out when the company brought on Gerald Braum, AKA Braum, in the 1980s. He still had a lot to

learn, but after just a few short years, he would grow to become one of the legends in fantasy artwork. But TSR, unlike a lot of other publishers, were contractually appropriating all of the rights to his work, and by the early 1990s, he felt that he had to leave in order to have control and ownership of his work. TSR loses Zeb Cook in 1994 after 15 years of the company, co-creating the D&D Expert Set, Oriental Adventures, and Manual of the Planes, and right on the heels of the ambitious but poorly selling Planescape. Zeb Cook left the company for more job stability. TSR floods the market starting around 1990. The company decided that the best strategy for selling more RPG products was just to blast the market with one new setting after another and continued this strategy all the way up through 1997, despite clearly seeing the sales numbers not rise. The products weren't even profitable. Many of the products during this period were more expensive to produce than they were

selling for resulting in a loss with each unit sold. The first Dark Sun Adventure, as one of many examples, came with spiral-bound books, maps, and other goodies, which was cool, but TSR was losing about a dollar with each set sold. Debt with Random House reaches almost $12 million. Remember that scheme where TSR would over-order print jobs in order to take out loans with Random House? That debt reached $1.8 million by June of 1995. Lorraine pitches a Mara Force. Lorraine Williams assembled a team and met with Random House to pitch a young adult novel in RPG series meant to capitalize on the 1996 Olympics called Aera Force. Lorraine pressured Random House to a financial commitment within 15 minutes of the meeting starting, and when she didn't get one, she walked out. TSR ditches Random House at a sales conference in order to obtain a better debt position. TSR began negotiations with a Random House competitor, McMillan, but in an attempt to make Random House jealous and worried that TSR was leaving.

them leadership at the company decided to stage a surprise noow at a sales conference, in which they TSR had been scheduled to deliver a presentation. Random House was understandably upset and did not renegotiate the monstrous debt, and in the end, TSR never even landed a deal with McMillan. TSR sued by Random House. By April of 1996, TSR was only able to reduce their debt to Random House down to 9.5 million and not the contractually required 8.2 million. So Random House sued to recover all of the remaining debt. Leadership despised hobby stores. TSR was distributing at both bookstores and hobby stores, and their revenues were about 50/50 between the two, but for whatever reason, Lorraine and her board spoke very poorly of the hobby distributors. TSR lost money on factoring. In order to get fast cash up front, TSR used a distribution method called factoring where they would get pre-orders from distributors in January of every year and deliver all of their products to distributors based on that.

one annual pre-order. In order to entice shops to order all their products up front in one go each year, they would offer a discount on that pre-order. Then they would take those pre-order contracts and turn around and sell them to investment banks, which took a percentage off the top. All said and done with pre-order discounts and bank charges, TSR was getting 82% of the normal sales price of each unit that they sold. Factoring made TSR inflexible. Since the company would fill all of their orders in January of each year, they couldn't respond very quickly to changes in the market, such as adjusting for poor sales on one product or capitalizing on high sales on another, or responding to sudden new trends in the industry. The prime example of this was when the mall computer store Bages went out of business in the mid-90s. TSR had already sold them 30,000 copies of Advanced Dungeons and Dragons CD-ROM core rules when they announced they were going bankrupt. This meant that those CD-ROM rule sets would be sold at

final clearance prices which instantly destroyed the market for that product. Since everyone would be buying it at bages for $1 instead of at a book or game store for regular retail price, and they would also perceive the product as low quality or undesirable since it was being sold at bages for so cheap. Factoring drove out Jeff Grubb, one of the great creators at TSR. Jeff Grubb was forced to make major production goal changes on the Marara setting Project without an extension in the deadline in order to meet the upcoming January pre-orders. He quit soon thereafter. TSR makes Spellfire when the new company Wizards of the Coast debuted a new type of game called a collectible card game in 1993. It was an instant and overwhelming success. As a result, TSR wanted to make a CCG of their own, and they gave their creatives 10 weeks to make it. The result was Spellfire, a game that initially sold well but Lorraine didn't want to put any money into it, so the game had an art budget of $0.

this meant that the team had to recycle artwork from previous publications and would end up using the same art for different cards. Returned Spellfire cards unsellable anytime a bookstore returned unsold Spellfire cards to TSR. The cards came in individual packs rather than in unopened boxes, which meant that they couldn't then be sent to hobby stores and would need to be considered a total loss. TSR stops paying royalties to creators in 1996. Sales by the company dropped 15%, and leadership decided to stop paying out contractually owed royalties to all freelance authors. Jim Louder and R.A. Salvatore sued TSR but were not actually able to get their money. TSR stops paying its printer due to mounting debt. Leadership at TSR decided to stop paying their printer, the company JB Kenahan, and debt to them swelled to $6 million. In order to keep them at bay, TSR gave them one of their office buildings and started paying them rent. They also agreed that TSR would not be able to use any printer for any of

their products other than JB Kenahan. Jim Ward quits, one of the top creators and oldest employees of the company. Jim Ward was asked in 1996 to fire over 20 people. He quit instead. The task of firing staff in October of 1996 fell to David Wise. Instead, Lorraine personally asked Wise to come up with eight people who he would fire, and Wise did so. As soon as he handed her the list, she said, Good, now go back and give me seven more. And after he did that, she asked him to do it several more times. Ultimately, the people who ended up getting fired were mostly not even from his list. Random House returns. Between 1995 and 1997, Random House returned $14 million worth of unsold products to TSR. An amount so high that it is suspected that the company was actively trying to bury TSR. For abusing its little loan scheme in 1996 and 1997, many products had negative sales figures, meaning more units were returned than sold. The Christmas firings. The TSR board decided

that they would fire dozens of staff almost at random on December 20th, 1996. The Friday before Christmas that year, the employees had no warning and showed up to the office that day with plans to all attend a company holiday party that evening. Executive suites remodeled during these dark days in 1996, and even through the Christmas firings, the executive suites of the office were being remodeled. JB Kenahan stops printing by 1997 due to the amount of money that TSR owed their printer and now landlord. JB Kenahan refused to print any more products until the company serviced its debt. Total debt owed by TSR across the board at this point reached about $30 million. Employees were asked to bring their own toilet paper to the office. Copyrights as collateral, TSR offered up its own copyrights on dozens of works as collateral to guarantee promissory notes with Random House and a creditor bank. Gen Con stuff sent to a landfill. TSR staffers Monty Cook and Harold Johnson drove out to a massive storage unit one day where they tried to

salvage what they could of a treasure trove of highly detailed miniatures, and tabletop terrain that TSR had been using at Gen Con for the past couple of decades. Since TSR was no longer paying rent on the storage unit, all of the items would be sent to the dump the next day. According to Cook, there were so many incredible dioramas and preciously painted D&D relics in the storage unit that he couldn't even count them all. He said that he and Johnson were able to stuff their car with a small fraction of what they saw in the storage unit before it was dumped the next day. Lorraine refuses to sell TSR to Wizards of the Coast. In 1997, Wizards founder Peter Atkinson met with Lorraine Williams to discuss the purchase of her company. But according to Peter, the meeting was so brief that he doesn't even remember sitting down. Lorraine made it clear that they weren't looking for a buyer. The Buck Rogers discount, as the story goes, Wizards was able to acquire TSR in 1997 through a bit of finagling.

that involved a small company called Five Rings Publishing, maker of Legend of the Five Rings. But in the final days of the price negotiations, Lorraine Williams sat with Peter Atkinson and told him, I hope this doesn't kill the deal, but I cannot include Buck Rogers in the sale. Atkinson kept his poker face and managed to say, Well, of course, that's going to affect the price, and ultimately knocked about half a million off the price. Transfer of the company happened in June of 1997 for a price of $30 million, and it barely left a scratch on Wizard's bank account. And the rest is history. Actually, it's quite a history from that point forward, but I'll leave that to Ben Riggs to tell in a future book. It's been really fun to recap all the terrible mistakes that TSR made over the years, and it's certainly very easy to vilify Lorraine Williams in the course of doing this. But as much as she was a disastrous failure of a businesswoman, she did oversee a company that created some

brilliant RPG settings and products. The fact that they were selling products at a loss meant that they were accidentally seeding the world with awesome DND stuff at the lowest possible price for gamers. Settings like Plcape, Ravenloft, and Spelljammer were all joyous byproducts from L's crooked journey. I think my biggest takeaway from all of this personally is that a company is only as good as how it treats its employees. Time and again, you saw TSR placing all of its value on its brands rather than its creators. But what if instead of banking everything on their trademarks and copyrights, they had invested in and nurtured their rockstar editor Mary Kirchof, their best-selling authors Wi and Hickman, and Salvatore, and their many, many artists whose paintings they tried to keep for themselves. There are many delicious details that I didn't cover in this video, which you can find in this book, so I highly recommend that you read it if you'd like to know more. Also, don't forget the incredibly interesting

interview I had with Ben rigs himself on my newsletter. Where we discuss the research for this book and delve into some behind-the-scenes on this crazy history. Links are below. Thanks for watching. See [Music] [Applause] [Music] you

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The Detailed History of D&D Publisher TSR's Rise and Fall

Blogger and podcaster Ben Riggs published "Slaying the Dragon," a detailed history of TSR's major mistakes from 1979 to 1997.

The book is praised for its investigative journalism, offering valuable insights for RPG enthusiasts and business operations.

"Slaying the Dragon" highlights TSR's mishandling of the D&D intellectual property, including its treatment of co-creator Dave Arneson and its negligence during the Satanic Panic, ultimately leading to its harrowing demise.

Poor Business Decisions and Leadership Struggles at a Needlepoint Company

The company's leadership lacked business experience, leading to confrontational decision-making and the end of a royalty program.

The company's over-expansion led to financial struggles, further exacerbated by failed investments in a needlepoint company and a magazine.

After a series of layoffs, the founder's move to Hollywood and a failed acquisition, the company faced internal power struggles and a change in majority ownership, ultimately leading to the founder's departure.

The Turbulent History of TSR and Lorraine Williams

Lorraine Williams, the head of TSR, was known for her hostility towards gamers and mistreatment of writers.

The company faced struggles with the Buck Rogers IP, leading to unprofitable products.

Margaret Weiss and Tracy Hickman, the successful authors of Dragonlance Chronicles, left TSR due to unfair payment.

TSR's failed attempts, such as Dragon Strike and competing with DC Comics, led to financial losses and legal battles.

Two longtime and critical editors, Mary Kirchof and Jim Louder, quit the book department in 1992 due to the lack of respect and low pay.

The hiring of Brian Thompson to fill the vacancy led to a toxic management style, driving out successful authors like R.

TSR's reckless over-ordering of stock created a cycle of debt with Random House, leading to financial trouble despite declining sales.

The Downfall of TSR: A Series of Missteps

TSR loses key creative talent like Zeb Cook due to contract disputes and a flood of unprofitable products.

The company accumulates millions of dollars in debt, partly due to a failed attempt to secure a deal with Random House.

TSR's poor treatment of hobby stores and unwise financial strategies, such as factoring, further contribute to its downfall.

TSR used pre-order discounts and factoring, resulting in inflexibility and financial struggles.

The company's poor response to market changes, such as the bankruptcy of a major customer, led to a destroyed market for one of their products.

TSR's treatment of creators, including driving out a great mind like Jeff Grubb and ceasing royalty payments, resulted in lawsuits and further damage to their reputation.

The company's mounting debt led to them halting payments to their printer and giving away assets to keep the printer at bay.

Jim Ward, a top creator, quits after being asked to fire staff, leading to a chaotic firing process.

Random House returns $14 million of unsold products, causing financial strain.

TSR faces a series of crises, including Christmas firings, debt-related issues, and having to use its copyrights as collateral, before being acquired by Wizards of the Coast in 1997.

Lorraine Williams made a last-minute decision to exclude Buck Rogers from the sale to Five Rings Publishing, resulting in a $30 million deal.

Despite Williams' failings as a businesswoman, TSR created iconic RPG settings and products.

The company's focus on brands over its creators ultimately led to its downfall.