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Update 4 Sep 2014: A fellow fan of this extraordinary game asked me to add this link, where he's curated many of the mods for System Shock 2.

September 21, 2004
Class: TC 445 Digital Game Design
Instructor: Brian Winn
College of Telecommunication, Michigan State University, Lansing, Michigan, USA

Gameplay Analysis of System Shock 2


"Babies must sleep. Babies must rest. Wise is the one who does not waken them. Leave this place now, or we will wound you as you have us." (in-game email from the Many)

System Shock 2 is an excellent game, among the best I've ever played. It offers an intriguing mystery-horror story in an immersive, interactive, sci-fi setting. Exploration is challenging and rewarding. Combat is tense and varied. Character development is deep and multifaceted. Most importantly, SS2 is a compelling adventure because the characters and conflict are captivating. For example, the primary enemy faction, the Many, frequently taunts, lures, warns, and rages against you, in messages like the one above.

To properly appreciate SS2, it helps to know its product history, the moment-to-moment experience of playing, and its emotional impact. It also helps to consider possible improvements.

Product History

System Shock 2 was published in 1999. It was developed by Irrational Games and Looking Glass Studios. The game's depth and detail are the labor of about 60 people (as listed in the credits), including producers, managers, leads, programmers, motion capture specialists, 2D and 3D artists, voice talent, audio specialists, animators, cut scene animators, level designers, playtesters, and quality assurance specialists. In 1999, SS2 was clearly a "top tier" production with a large budget. Five years later, few other single-player games can boast comparable depth and scale. The interactive content alone is extraordinary; for example, every object includes an information box with useful and/or "flavor" text.

SS2 was released for Microsoft Windows personal computers. A faithful port was released for the Sega Dreamcast in 2001. SS2 defies easy classification. Like the original System Shock, it looks and plays like a first-person shooter (FPS), but with integrated role-playing game (RPG) elements and a complex story. Also, the puzzles and interactive environment (including jumping challenges) feel like an adventure game. Finally, SS2 exemplifies survival horror themes and gameplay.

The original System Shock was designed by Warren Spector, who went on to design similar games like Deux Ex and Deus Ex: Invisible War. Like its predecessor and the Deus Ex and Thief series, SS2 attracted mixed affection from the gaming community. It had too much thinking for run-and-gun players, and too much combat for adventure players. As a fan of many genres, I enjoyed SS2's hybrid nature. The diverse design elements are integrated logically, harmoniously, and with high production values and quality control. SS2 won many awards; for example, USA Today called it, "The most intelligent first-person perspective game out today." (

The Experience of Playing

SS2 is a clever combination of old and new ideas, drawing on several game genres to foster a unique experience.


SS2 tells the story of two huge spaceships in the 22nd century, embarking on the first faster-than-light voyage. Far from Earth, they find signs of intelligent life, including parasitic organisms and fragments of a computer. The parasites prove to be the genetic spearhead of an assimilating, hive-mind collective called the Many, while the computer fragments sow the reincarnation of SHODAN, the malevolent artificial intelligence from the original System Shock.

The player is a hastily-upgraded cyborg super-soldier, who awakens from surgery with no memory of the voyage so far. The player must stop the Many from returning to Earth and infecting all humanity. This is a complicated quest: the ships are huge, the Many have already the assimilated most of the crew, and SHODAN is a manipulative deceiver.

SS2 thrives on several themes, including hubris and the dangers of technophilia. However, the design team's overarching metaphor was "a haunted house in space." Ridley Scott used this same metaphor to create Alien, and SS2 echoes that film series' set pieces and mythology. The mood is claustrophobic, dark, and edgy. The larger spaceship is a strange cross between an office complex and a shopping center, like a corporate arcology in space. It includes a mall, theater, casino, and apartments. But everything is in decay. Flickering computer panels and broken machinery are interspersed with mutilated bodies and other signs of battle and destruction. Where the Many thrive, mats of living tissue cover the floor and walls. Most enemies are designed to terrify (as well as kill), and many are perversions of humanity. For example, the foot soldiers of the Many are zombie-like, half-assimilated humans, with parasites clinging to their skulls. These convulsive, schizophrenic brutes groan and mutter until they see you, then call out, "Run!" or "Save yourself!" or "Kill me..." before attacking.


SS2's rules are deep and interwoven. Superficially, it's an FPS: navigate the corridors, shoot the enemies, and don't get hit. The player can walk, run, crouch, lean, jump, and climb. The player can collect and use various weapons and ammunition. A stylized realism pervades: bodies must be searched to scavenge ammunition and other rewards, and discovered objects are normal scale and lie on tables and shelves, rather than appearing over-sized and rotating in mid-air. The FPS rules are highly contingent on character development: speed and inventory space are affected by attributes; the player can't use certain weapons and other equipment unless strong enough and/or skilled enough; weapons need maintenance or their performance degrades; etc.

The in-game tutorial cleaves the game into three rule sets or pseudo-classes: combat, technology, and psi powers. Technology skills and attributes govern much of the player's non-combat interaction with the environment: opening locked things, hacking security systems, repairing damaged things, etc. The psi powers offer alternatives to conventional weapons or technology skills, with many unique tricks as well. The player is not bound to any class, and can try to be well-rounded or specialized.

The player has many different attributes, which can be increased at upgrade stations and augmented by cybernetic implants. The most important are Hit Points and Psi Points. HP are reduced in combat, and by falling, biohazards, radiation, and drowning. PP are spent to use psi powers. HP and PP are replenished by respective "medkits," "hypos," and the like. The player also collects and spends modules, for character development, and nanites, for using technology skills and buying things from vending machines.

Overall, the rules are coherent and satisfying. Almost every detail has a palpable, desirable effect on gameplay, from doing more damage in combat to finally hacking a high-security system. Rules like limited inventory or weapon maintenance may irritate some players, but as with many RPGs, developing and equipping a character is rewarding in itself.

Goals & Objectives

The global goal is defeating the Many and SHODAN. This is broken down into mission-like objectives, which often correspond to decks of the ships. These objectives include investigating leads, finding, repairing, and using specific objects (e.g., a special anti-Many chemical), tinkering with various spaceship systems, and opening new sections or decks. On a moment-to-moment basis, the goal is survival: acquiring ammunition, hypos, and other supplies faster than they are needed, while battling or avoiding enemies and traps. The player can proceed as quickly as possible, or scour every section for useful supplies and information. Many enemies and weapons can be researched by combining the right chemicals (which themselves must be found). Then the player can do more damage to that kind of enemy, or use that weapon.

Conflict, Competition, Challenge, and/or Opposition

The player must fight or evade a variety of enemies, some of whom are resistant or vulnerable to certain types of weapons or ammunition. Since the player is frequently outnumbered, stealth and tactics are rewarded. Hacking is governed by a minigame; the player's attributes and the specific system's security rating set the rules for each iteration of the minigame. Supplies must be scavenged and used thriftily. Often, the player can only maintenance one weapon, buy one kind of ammunition, upgrade only one psi power, etc., so the player must be strategic about equipment and character development, to have at least one kind of solution for every kind of problem.

The story itself presents an intellectual challenge, in its complexity and mystery. Shipboard life and events before and during the crisis are richly documented in audio messages found throughout the game. The player occasionally finds ghosts of victims, acting out the last moments of their lives. Eventually, the player must confront the heart of the Many, and soon after, SHODAN herself.

These challenges intersect in various ways in realtime. For example, the world doesn't pause when the player opens his inventory. So the player must deliberately find a safe room before doing serious inventory management, reviewing audio logs, or studying the map. Another example: at one point the player is exploring the cafeteria, scavenging for supplies. Several ghosts appear, revealing a dramatic, tragic piece of backstory. Yet as the player becomes engrossed in watching this vision, enemies attack. The player must be paranoid without being hasty, strategic without being detached, and aggressive without being foolhardy.

Interaction & Mechanics

With such ambitious rules and challenges, a clear interaction model is essential. Fortunately, SS2 has a reasonably accessible model, built on two, Tab-toggled modes. In "Shoot" mode, the player explores and fights with the mouse and keyboard controls of an FPS (with customizable keys), where left-click is shoot and right-click is interact (e.g., push a button, search a body). Other key commands are reload, switch weapon mode, and switch weapon Enemies and interactive objects are framed with green brackets when under the crosshair. This in-theme "heads up display" includes an enemy's health bar, which allows the player to gauge the effectiveness of the current weapon. For interactive objects, the HUD often includes explanatory text (e.g., what will happen if the player right-clicks on the object).

Screenshot of shoot mode
Screenshot of Shoot mode. Note the zombie's health bar.

In "Use" mode, left-click is grab and right-click is use (e.g., inject a hypo). There are many other options in Use mode, like reviewing audio logs, current objectives, or help files. The map is detailed and dynamic, and allows the player to add marker points with text captions. For many specific tasks, like upgrading a weapon or hacking a keypad, special pop-up windows are used. For multi-object tasks (e.g., using a maintenance tool on a weapon), the player simply drags-and-drops the relevant object on the target object.

Annotated screenshot
Annotated screenshot of Use mode. When the map is closed, the world is visible
between the top and bottom interfaces.

The designers were clearly cognizant of the challenge of learning such a complex game. The first ~30 minutes of gameplay are a non-combat tutorial and a branching mini-story. (This mini-story also introduces the world and allows the player to somewhat customize his character.) In-line help files are text with audio, to be reread/replayed as often as needed. New help files are frequently presented to the player as in-game computerized help kiosks. In Use mode, there is a "Query" button, which effectively turns everything else into links to the relevant inline help files or descriptive text.

Emotional Impact

The various gameplay elements of SS2 produce a rich, complex emotional impact. The horror and perversity of the Many is intense. Some of the audio logs chronicle the crew's descent into madness/collective consciousness. For example, one of the ship's doctors forcefully transforms his nurses into cyborg nannies: cold-yet-nurturing parodies of women who tend and defend the parasite eggs. Elsewhere, friendly, chatty protocol droids become suicide bombers. Shipwide security systems, which should be killing the invaders, instead target the player. And corpses are everywhere, silently testifying to the failed struggle against the insidious Many. Like the protagonists in Lovecraft stories, the player is simultaneously repulsed and fascinated by the lethal novelty of the Many. Each new kind of enemy evokes curiosity and study, then loathing and aggression.

Humanity is portrayed as less than perfect. Before the crisis, shipboard scientists were experimenting on and vivisecting African squirrel monkeys. The surviving monkeys prove to be intelligent and empathetic enough to be vengeful. Some of the crew willingly surrender to the Many for promises of greater power, thus betraying their comrades. By comparison, the unity and alleged compassion of the Many is strangely attractive.

Like most good horror movies, the emotional impact of SS2 is greatly heightened by quality sound design. The Many and SHODAN speak in inhuman, psychotic symphonies of voices and sounds. The dark, twisting corridors of the ships are filled with mechanical hums and beeps, clanging and collapsing air ducts, and the quiet swish of automated doors. Almost every enemy makes distinctive sounds, accidentally or deliberately warning the player of its proximity and pending attack. Thus, SS2 is played and experienced as much aurally as visually. There is optional techno music, but it's much better to play without it. This is a gritty, desperate story, not a sweeping epic or mindless shooter.

For anyone who enjoyed the original System Shock, SS2 has greater emotional impact because it's a great sequel. The gameplay and story are similar yet generally improved. For example, a major character in SS2 is the descendent of a major character in SS1. Also, the last part of the game cleverly recreates the first part of SS1.

Overall Gameplay Experience

With its complex setting and story, and its relatively unique mix of genres, SS2 is exciting and fun to play. The challenges are varied and engrossing, and the story is vivid and intriguing. Character development is satisfyingly visceral; for example, it's intrinsically rewarding to finally be able to use an advanced weapon after discovering, repairing, and developing necessary skill in it. It's very satisfying to fight back against the insidious Many; for example, destroying eggs offers the same catharsis that Ripley emotes in the movie Aliens.

Multiplayer was not included in the retail game, but cooperative multiplayer was added as a patch. This is a very different, yet still enjoyable, experience. There's a sense of teamwork instead of isolation, and the RPG rules allow players to specialize and balance each others' strengths and weaknesses.

Some parts of the game are more fun than others. Some sections of the ships are a little repetitive, and one ship is far more interesting than the other. The last third of the game is mostly linear, a noticeable shift given the very nonlinear flow of the first two-thirds. The jumping puzzles occasionally threaten the suspension of disbelief. The tram seems inefficient and out of place on a spaceship.

Possible Improvements

Other improvements are also possible. The world is mostly "hard" science fiction, but the backstory of the Many is impossible given the stellar distances involved. There are at least a few other human survivors on board, but the player never gets to interact with them. Even sharing intelligence via email or remotely opening a door for another survivor would be fun. At one point, the player sees a survivor being chased by enemies, but can do nothing to intervene.

The research system is a great addition, but its automated nature is peculiar. Essentially, the player is a mobile research lab, consuming artifacts and chemicals while automatically conducting studies. It would make more sense and possibly be more fun to have the player retake one or more of the onboard laboratories, and use the laboratories to conduct research.

One of the ships feels less like a vessel and more like a building in space, especially in the upper decks. Some sections seem designed as set pieces, rather than as coherent parts of a ship (e.g., the casino, the mall). Perhaps the designers wanted to break up the relative monotony of corridors and ship systems, but the result is more campy than scary.

The original System Shock included extensive cyberspace levels; the final battle against SHODAN occurred inside her mainframe. In SS2, this potentially rich dimension of storytelling and gameplay is reduced to the hacking minigame. SS1 also offered a revolutionary set of options, allowing the player to adjust combat, story, puzzles, and cyberspace to four different settings. For example, Combat 4, Story 4, Puzzles 2, and Cyberspace 1 would offer a combat- and story-intensive experience with easy puzzles and no cyberspace. Combat 1 would remove all enemies. Such options are design- and work-intensive, so their absence in SS2 is understandable. SS2 offers the normal, single difficulty setting of Easy, Normal, Hard, and Impossible.


From a design perspective, System Shock 2 is a very ambitious game. It draws on a variety of genres for a complex, highly-interactive setting and story. Diverse design elements are smoothly integrated with high production values, for captivating and rewarding gameplay. This is one of the best games I've ever played, and a standard against which I measure my own game designs.

But if we've learned from a mistake and become better for it, shouldn't we be rewarded for the learning, rather than punished for the mistake? -Braid (more quotes)

Created by Kym Buchanan | | This work is licensed under a Creative Commons Attribution-NonCommercial-ShareAlike 3.0 Unported License.

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Some content and curriculum based on work by: Maysee Herr, Rand Spiro, Lisa Bardon, Quinn Stanley, Larry Riggs, Pat Shaw, Sue Slick, and others at the University of Wisconsin Stevens Point. Unattributed images are the work of the author or taken from Microsoft PowerPoint.

Last revised 6/8/16