two arcade games advertised as the first version of Ultra 64 hardware and formed a joint venture named "Williams/Nintendo" to port those two games to its consoles. Nintendo wanted a arcade racing game to compete against Sega's racing game Daytona USA and Namco's Ridge Racer, both of which were successful at the time. Eugene Jarvis, who had developed Defender (1981) and Robotron: 2084 (1982) for Williams Electronics, served as lead developer. Jarvis pitched a racing game concept to Williams and Nintendo. Along with Killer Instinct, created by Rare, the arcade original was showcased at the June 1994 Consumer Electronics Show as running on Ultra 64 branded arcade hardware, sharing the branding of Nintendo's upcoming home console, codenamed Ultra 64. A few months later, Nintendo of America chairman Howard Lincoln admitted that Cruisin' USA was actually programmed before the MIPS CPU based console version of Ultra 64 development tools were available from Silicon Graphics, and that even at this point Rare was the only development company to have access to these development tools. The Cruis'n USA cabinet shown at the Consumer Electronics Show was actually running on a modified JAMMA board. Cruis'n USA runs on a Midway V-Unit, which is very different from what would become the Silicon Graphics based Nintendo 64. The Midway V-unit consists of a 50 MHz TMS32031 CPU, a 10 MHz ADSP-2115 DSP for sound, and a custom 3D chip that can render perspective-correct but unfiltered quads at a high resolution (512 × 400 pixels). Williams, the developers of the Nintendo 64 version, had to downgrade most of the arcade graphics to accommodate home console hardware. Originally announced as a Nintendo 64 launch game along with Killer Instinct, less than a month before launch day it was pulled from the lineup and returned to Williams for retooling because it did not meet Nintendo's quality standards. Several elements of the game, such as the ability to run over animals, and depictions of Bill and Hillary Clinton, were censored from the Nintendo 64 version. During the last couple of months of development, people sent letters or emails about the censorship. Jarvis also publicly objected to it: "It seems like they don't have a sense of humor. I don't know what's wrong with these people". Reception The arcade version of Cruis'n USA was critically and commercially successful. In the United States, RePlay reported Cruis'n USA to be the second most-popular