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Ultima Underworld was conceived in 1989 by Origin Systems employee Paul Neurath, after he had finished work on Space Rogue. According to Neurath, Space Rogue "took the first, tentative steps in exploring a blend of RPG and simulation elements, and this seemed to me a promising direction". He felt that the way it combined the elements was jarring, however, and believed that he could create a more immersive experience.

I had played lots of D&D. I also read a range of fantasy: Howard, Leiber, Vance, Zelazny, LeGuin, and of course, Tolkien. Tolkien's description of Moria struck me in particular, and it seemed like a fine setting for a game.

Paul Neurath

Neurath had enjoyed computer role-playing games (CRPGs) like Wizardry, but found that their simple, abstract visuals "required a bit of imagination to achieve suspension of disbelief". He believed that Dungeon Master's detailed first-person presentation was a "glimpse into the future", and sought to create a fantasy CRPG that would "bring even more immediacy". In early 1990, Neurath wrote a design document for a game titled Underworld, and contracted former Origin employee Doug Wike to create concept art. The game's direction was defined by a concept animation Wike created, which depicted movement, a creature and the interface. That spring, Neurath assembled a company to create the game in Salem, New Hampshire, under the name Blue Sky Productions; among the company's first employees were Doug Church and Dan Schmidt, who had just graduated from the Massachusetts Institute of Technology. The core team was thus composed of Doug Church and Dan Schmidt as programmers, Doug Wike as lead artist and Paul Neurath as lead designer. Development began in May 1990.

An early development difficulty was the implementation of texture mapping. Neurath had experimented unsuccessfully with the concept in the late 1980s on an Apple II computer, but believed that the more powerful IBM PCs of the time could feasibly run an implementation. He contacted Lerner Research programmer Chris Green, whom he knew from past work with Ned Lerner; Green created a working algorithm. Using this and other rendering code from Lerner Research, the team completed a prototype of the game based on the Space Rogue engine after a month of work. Neurath described the prototype as "fast, smooth, and [featuring] true texture mapped walls, though the ceiling and floor were flat shaded and the corridors and rooms were all 10' [3.0 m] high—it looked a lot like Wolfenstein-3D in fact". The team demonstrated it at the June 1990 Consumer Electronics Show (CES), and impressed Origin Systems; Origin producer Warren Spector later said, "I remember Paul showing me that demo [...] at CES and being totally floored by it. None of us had ever seen anything like it". The two companies reached a publishing agreement that summer, and Origin suggested that the game be reworked to fit into the Ultima universe. The team agreed, and the game was renamed Ultima Underworld.

The team began creating a new engine that could display a believable 3D world—one with varying heights and texture-mapped floors and ceilings. However, Neurath stated that the team spent "comparatively little" time on the game's technology, and that "most was spent working on game features, mechanics, and world building". Their ultimate goal was to create the "finest dungeon game, a game that was tangibly better than any of the long line of dungeon games that came before it". Each member of the small team assumed multiple roles; for example, the game's first two levels were designed by Paul Neurath, and the rest by "a variety of programmers, artists, and designers on the team". Doug Church explained that "the most important thing was the dynamic creation of the game[; ...] there was no set of rules which we followed, or pre-written plan. We started with the idea of a first-person dungeon simulation [... and] as the game was worked on, people would suggest behaviours and systems, and we would all try and figure out how to do it." "We wrote four movement systems before we were done, several combat systems, and so forth," Church later said. "The programming team was mostly just out of school and new to game writing, so we were improvising almost the whole time." The game's dynamic development also resulted in failed experiments, such as "writing [AI] code for many ideas which turned out to be largely irrelevant to the actual gameplay".

While Origin CEO Richard Garriott at first enthusiastically supported the project, and was "instrumental in helping integrate the Ultima fictional elements into the game", communication problems arose between the two companies. Spector later said that he "was amazed at how cavalier everyone seemed to be about it for the first several months after ORIGIN and Blue Sky signed the deal. I mean, it looked like a change-the-world project to me but most everyone else was kind of blasé about it". Neurath believed that this was largely due to the team's status as "an outside group, some 1,500 miles distant, at a time when Origin was increasingly focused inward on their in-house projects". The first producer assigned to the team left after a short time, and the second around a year into development; Neurath said that "neither had much involvement" in the game, and that no one from Origin visited the company during the first 18 months of development. The team did not learn of the second's departure until a month afterwards, when Neurath called Origin after not being contacted. According to Church, the team "had little funding and even less attention paid to us". While Origin advanced the company $30,000 to create the game, the final cost was $400,000; the additional funding was provided by Ned Lerner, and by Neurath's royalties from Space Rogue. Throughout development, the studio was run on a tight budget.

Spector had been interested in producing the game, and later said that he "sort of watched jealously from the sidelines" when the game was assigned to another producer.

The team was assigned a second producer, who also left, around a year into the project. According to Spector, "The VP of Product Development, Dallas Snell, had assigned Jeff Johannigman to produce the game—much to my chagrin—and I sort of watched jealously from the sidelines". Neurath later said that "we were left with no producer for a while". Neurath said that "It was hard simply to get their attention on our project, and in fact no one from Origin visited our studio during the first 18 months of the project". There were rumors that Origin would terminate the project.

This was in large part because we were. It was hard simply to get their attention on our project, and in fact no one from Origin visited our studio during the first 18 months of the project.

The producer assigned to the team left Origin near the beginning of development;

according to Neurath, "It was hard simply to get their attention on our project, and in fact no one from Origin visited our studio during the first 18 months of [development]".

The two Origin producers assigned to Blue Sky had little involvement with the game's development, and both left the project after a short time.

The team proposed that Warren Spector, an Origin employee with whom Paul Neurath had collaborated on Space Rogue, become their producer. Spector was previously involved with the project when Neurath and Church had pitched the game's plot and gameplay concepts to Origin, and later said of the change, "." In 2000, Neurath wrote, "Warren understood immediately what we were trying to accomplish with the game, and became our biggest champion within Origin. Had not Warren stepped in this role at that stage, I'm not sure Ultima Underworld would have ever seen the light of day".

The game was released in March 1992.