50 Shades of Graytall is a megawad of 18 levels built around the design constraint of using only three textures for walls (namely DOORTRAK, FIREBLU1, and GRAYTALL). Despite this limitation, the challenge was to create levels that were aesthetically pleasing and offered interesting gameplay. The project was led by Michael Fraize (Marcaek). Each map was allowed to use one flat of the author's choice as well as F_SKY1. In addition, further textures could be used on non-visible parts (such as the upper and lower textures of a one-sided line) so as to achieve special effects, such as switch sounds (a line only provides audible feedback when activated if it has a switch texture) and sky transfers.

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