Necropolis Necropolis , also known as the City of the Dead , is a ghoul city upon the remains of , located in southern California . This Greek word meaning " city of the dead " refers to this strangely silent ghost town . Most of the buildings are intact , but 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 is east of the Hub , about halfway between it and Hoover Dam . Merchants usually avoid Necropolis altogether , or plan their trips so that they pass it during the daylight hours , as it has a bad reputation . The ghouls are intensely afraid of outsiders , and prefer guerrilla tactics to keep their city safe . There are unsubstantiated rumors that the Master and his minions wiped out the ghoul population , but caravans traveling through the area still avoid Necropolis and tell stories of ghost - like humans in tattered clothes . Location . Necropolis can be found six squares east and twelve squares south of Vault 13 . Background . On October 23 , 2077 , the United States was destroyed as the country was bathed in atomic fire . Those with the money and luck fled into great underground Vault s , fallout shelters which were advertised as protection , but were in fact part of a sinister experiment funded by Vault - Tec and the US government . Vault 12 in Bakersfield was one such Vault . When the bombs dropped , air raid sirens sounded , and the Vaults sealed shut , not to open for decades or in some cases even centuries . But the inhabitants of Bakersfield were not to know that Vault 12 had an intentional design flaw - the door would never shut properly . Once it became clear that the other vaults had sealed , people within Bakersfield attempted to force their way into Vault 12 to protect themselves and their families . Despite the obvious problems , those sheltered in Vault 12 were protected from the brunt of the blasts . It was not until radiation seeped in from toxic clouds of radioactive waste when problems arose . People ' s skin began to dry and flake , hair began to fall out - the first ghouls had been created ( excluding Desmond Lockheart ) . In the summer of 2083 , the city of Necropolis was founded by the Vault 12 dwellers , as well as any locals who had survived the bombs . In the spring of the following year , Set wrested control from the original Vault 12 Overseer , establishing a status quo which would remain for nearly 80 years . The Overseer , not willing to take a dirtnap , was driven north , where history lost sight of him . In 2157 , the Master learned the location of the Bakersfield Vault , and in order to further his plans ( which required him to find humans untainted by radiation ) , he sent a detachment of super mutant s there to seize the Vault . Many ghouls were snapped like twigs in the attack , until Set finally parleyed with the super mutants , telling them that the ghouls are the Vault dwellers the super mutants are looking for . The super mutants , angered at failing to find an intact Vault , set up a small garrison at the watershed to watch the inhabitants and ensure Set ' s cooperation in the war to come . In February of 2162 , the Vault Dweller recovered the water chip in Necropolis , but Ian was killed by a super mutant and reduced to a cinder during the fight . In March of the same year , the mutant army attacked Necropolis , sparing none of the ghoulish inhabitants that did not flee . After the mutant armies advanced , they left a truly dead city behind them . Necropolis , however , didn ' t become completely empty as a few ghouls still lived there . The scattered survivors of Necropolis led the Great Migration across the wastes , leading to the founding of towns such as Gecko , Dayglow and Broken Hills . Layout . 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 . 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 . In a building that appears to be the remains of some sort of church , you can find a number of imprisoned glowing one s , Set , Garret , and various ghoul guards . Watershed . The last district ( accessed through the sewers ) and the home to : Sewers . Three sections of tunnels connecting Necropolis districts . Inhabitants . The ghoul population was divided into three groups : Notes . The Vault Dweller could have saved Necropolis from their slaughter by killing the Master before the Lieutenant , and doing so before 25 March 2162 ( after 110 days have passed ) . To get the good ending , the player should never return to the city after the date has passed . Appearances . Necropolis appears only in " Fallout " and is mentioned by multiple characters in " Fallout 2 " and by Raul in " " ( as Bakersfield ) .