Opinion: System Shock 2 Retrospective

Mark Butler explores the origins, impact and legacy of the highly influential yet initially overlooked classic that was System Shock 2.

NB. Contains Spoilers

In the late ‘90s, while ambitious Japanese companies were wowing audiences with the groundbreaking third-person thrillers that had come to define horror gaming, an intelligent young American by the name of Ken Levine was pondering the possibility of combining artistic endeavour with commercial clout. Imbued with an almost unparalleled level of day-dreaming vision, he had his sights set literally among the distant stars.

Levine started out in the film industry, working on screenplays while resident in LA, but the inquisitive writer soon found himself drawn to the world of video games, which fascinated him for a number of key reasons. He understood that the medium afforded the ability to create compelling, immersive scenarios that felt astonishingly real, and he also recognised that it provided a great deal of exciting potential to develop new and interesting methods of storytelling. One of the games that so-captured Levine’s imagination, and convinced him to cross over to the industry, was the PC adventure System Shock (1994).

Developed by Looking Glass Studios, System Shock was a first-person shooter with RPG elements set within a futuristic sci-fi setting, where the player took on the role of a computer hacker pitted against a manipulative, hostile and alarmingly advanced Artificial Intelligence, which had taken control of a space station known as the Citadel. This AI, known as SHODAN and voiced with deliciously sly malice by Terri Brosius, stood out as a particularly impressive and menacing villain, hounding the player’s every move and proving a great deal more threatening than the corporeal cyborgs and mutants stalking the station’s corridors. A self-described “perfect, immortal machine”, she displayed an impressive degree of sadistic trickery, matched only by her contempt for human life.

Despite its frivolous, cheesy soundtrack and underwhelming visual style, Levine had been impressed by both SHODAN and the title’s general sense of mystery, inspired by the way in which the plot gradually revealed itself as the player progressed through the game’s events, allowing the story to be uncovered piece-by-piece.

In 1995, Levine got his chance to work with the creators of System Shock when he joined Looking Glass’s design team, playing an integral part in developing the first instalment in the long-running and acclaimed Thief series. However, he grew slightly restless at what he perceived as the company’s academic-style environment – one where enthusiastic individuals wanted to push boundaries and experiment with ideas, but where talk of commercial impact was rarely on the agenda. Levine wished to create games that combined artistic achievement with mainstream appeal, and together with two like-minded Looking Glass members, Rob Fermier and Jonathan Chey, he broke away to form his own development firm, Irrational Games.

Though the failure of this trio’s ill-fated first project did not bode well, Levine was nonetheless handed a golden opportunity when Looking Glass offered to collaborate on a new project using the Thief engine. Irrational were invited to come up with any idea that they liked and, still inspired by the original System Shock, Levine and his comrades formulated a story which centred around the player boarding and fighting their way through a corrupted spaceship, ultimately charged with assassinating an insane, rogue commander. However, when major publisher Electronic Arts – the owners of the System Shock IP – expressed an interest in this concept, they also suggested that Levine’s team could, and perhaps should, make their game into an official System Shock sequel. Following several re-writes and a little tinkering here and there, Irrational were able to accommodate this suggestion, and in no time at all they were on the path to creating one of most celebrated gaming experiences of the past 15 years.

System Shock 2 (1999) would prove to be a monumentally influential, if initially underappreciated, classic. It introduced a number of ingenious devices and techniques that have now become commonplace in the gaming medium, and cemented the returning SHODAN’s status as one of gaming’s greatest-ever villains.

It also turned out to be a genuinely hair-raising horror experience too. Despite being billed as a first-person shooter with RPG flourishes, there’s no doubt that the game was unbelievably terrifying, putting half the action titles that have billed themselves as survival-horror in recent years thoroughly to shame. At first glance the game seemed as far removed from the likes of Resident Evil and Silent Hill as it could possibly be. It utilized a first-person viewpoint, took place in a sci-fi setting with a sleek, cyber-punk aesthetic, and allowed you to accumulate and spend experience points to ‘level-up’ abilities. But what System Shock 2 did have in common with these trail-blazing horrors was atmosphere – great, overwhelming waves of beautifully-crafted tension, terror and dread. Levine has long been adamant that gaming’s ultimate potential lies in its ability to instil and convey effective atmosphere, and his very first outing with Irrational hammered home that point most convincingly.

After opening with a flashback of SHODAN’S eerily seductive yet overtly sinister female tones, a minimum of succinct back-story and a corporate propaganda film that wouldn’t be out of place in Starship Troopers set the enticing scene. Forty-two years after the original game’s events, an advanced, faster-than-life spacecraft named the Von Braun set off on its maiden voyage, accompanied by a military escort on its journey into the distant cosmos. But something had clearly gone badly wrong. Along came a garbled communication, an apparent distress call, featuring shivers of static punctuated by a female voice, describing how the ship had been hijacked by an unknown force.

Following a steadily-paced and smartly-presented tutorial and class-selection prologue, the real action got underway with you, a nameless soldier, awakening from stasis aboard the Von Braun to be greeted by the surprisingly calm exposition of crew-member Dr Polito, who explained via the intercom that you were suffering from amnesia and that things on the ship had gone “very, very wrong”.

This would turn out to be something of an understatement. Soon enough you were also greeted by the panic-inducing sounds of wailing alarms and agonised screams, while Polito suddenly found enough urgency to bellow at you to flee the rapidly decompressing environment. Of course, even once this immediate area was escaped, your troubles were only just beginning.

Initially armed with just a humble wrench, you began to explore the ship’s corridors and control rooms. Bodies littered the floors, copious blood splatter letting you know in no uncertain terms that something deeply nasty was unfolding aboard this craft. A ghostly apparition shimmered into view; mutated humanoids leapt forward to attack you; and psychic monkeys – an addition lying just the right side of the silly/inspired line – hurled balls of flaming energy while letting forth their distinctive, high-pitched yelps.

When you eventually made your appointed rendezvous with Polito, the game sprang its crucial and significant twist: SHODAN was in fact on board and had been posing as the good Doctor in order to manipulate and direct you. However, the real revelation was that the super-AI was not simply revealing herself as your enemy and nemesis – rather, she was in fact proposing an awkward alliance, as she herself was now under threat. In pandering to her God-delusion she had created monstrous life in the form of the grotesque Annelid worms, but these creatures had become linked by a hive-mind and, as they had spread like a virus, infesting human hosts and other creatures, they had become a powerful collective consciousness known as The Many. Now the children sought to overthrow and destroy their creator, and SHODAN needed your help to overcome them.

This put a whole new fiendish spin on the proceedings. Levine knew that turning the relationship with SHODAN on its head, forcing the player to work with the murderous, malevolent AI instead of against it, would be both an exciting development for the player, and a frightening one. Surely this had to be the most unreliable of all video game allies: an insane, twisted rogue intelligence that would almost certainly seek to destroy you as soon as you’d served your purpose? This certainly compounded the game’s powerful sense of isolation.

Indeed, at times the feeling of loneliness and vulnerability may have made The Many’s repeated offer of joining their collective an enticing temptation. The hive-mind’s voice was appropriately alien and sinister, telepathically whispering to the player with schizophrenic clarity, promising safety in the folds of a single, strong, unified existence. Genuinely unsettling to anyone with a desire for personal freedom and individual thought, The Many were a frightening concept because they exploited the very Western fear of losing one’s own sense of self: a nightmare that Invasion of the Body Snatchers had so readily tapped into with America’s fear of Communism during the Cold War. The Many’s persistent, alluring outbursts had a poetic, philosophically magnetic quality: “What is a drop of rain, compared to the storm? What is a thought, compared to the mind? Our unity is full of wonder which your tiny individualism cannot even conceive…”

As well as coping with the anxieties of an unreliable ally, and a seemingly ever-present new life-form which wished to assimilate or destroy you, the player was confronted with equally startling physical danger. Annelid hosts ranged from the not-so-scary shuffling zombies to outright terrifying malformed beasts, while half-machine ‘midwives’, thoroughly twisted and abominable in appearance, garbled crazed, horrifying threats.

It may have taken place largely in shiny, metallic, technologically-advanced surroundings, but System Shock 2 proved that you didn’t have to set a horror game in a rickety old mansion or mist-covered town to make it effective. It easily stands as one of the scariest games of all time, boasting an astonishingly immersive and oppressive atmosphere, frequently strong enough to convince the player that they really were aboard the Von Braun, menaced by Annelids and, ahem, those psychic monkeys we mentioned earlier.

Terrific sound-design contributed greatly to this cause. The fine handiwork of Eric Brosius, husband of SHODAN articulator Terri, featured frequent use of distorted, half-intelligible background effects, the outlandish, disorientating audio emphasising a palpable sense of the strange and the alien aboard this hellish ship.

System Shock 2 was groundbreaking for both the FPS and horror genres in a number of ways. The fact that the player-character was a nameless, voiceless avatar completely devoid of back-story or personality was a revelation. Such a set-up allowed the player to fully and literally inhabit the body of the protagonist, and assume their identity completely, making the player feel that they truly were in the experience, rather than simply directing someone else. This added to the sense of immersiveness and horror. After all, without a definable character to project the danger on to, it really is you who is being menaced and attacked.

Related to this, the game established the first-person perspective as a truly powerful technique in horror gaming. Years earlier Doom and a handful of other FPS games had made a strong case, and a minority of survival-horrors had heavily suggested its potential, but with its extraordinary maturity and unrelenting atmosphere of dread, System Shock 2 was the one to provide the lasting legacy. As gaming moved into the 21st century, the majority of horror experiences would end up adopting the first-person perspective, largely complete with the kind of cut-scene free, interactive plot development kick-started with Half-Life a year prior. Now the trend was born for horror games to show only what you witnessed through your very eyes; confronting you directly and refusing to relent from the nightmare long enough to let you catch your breath.

In addition, both the FPS-style gameplay and unconventional fusion with RPG elements showed how horror could be utilized by titles far removed from the established survival-horror template. System Shock 2 was a bold FPS-RPG hybrid, allowing the player to select a ‘class’ (effectively soldier, hacker or ‘psionic’), apply starting stat attributes, and then accumulate experience points throughout the game to enhance these attributes and learn and improve skills central to combat, puzzle-solving or tactical concerns. That such a complex gameplay set-up, applicable at that time only to the PC, could give birth to such a frightening, memorable horror experience, was nothing short of a revelation.

System Shock 2 was a remarkable, intelligent and influential creation that demonstrated the potential diversity and sophistication of horror gaming, and soon found an overwhelmingly enthusiastic reception among critics and fellow developers. It was also, tragically, a huge commercial disappointment, failing to meet expected sales projections and largely overlooked by consumers as a whole.

On the face of it, Levine’s experiment in combining artistic value with mainstream appeal had been a spectacular failure. After all, he won over the critics, but failed to grab a substantial audience.

However, much like many classics in the history of literature and film, System Shock 2 was initially overlooked but later recognised as a hugely important and thrilling game, perhaps ignored upon release simply because the mainstream audience wasn’t quite ready for such a compelling leap forward. It developed a substantial cult following and now, years later, having been praised to the heavens by its fans and frequently cited as the inspiration for many modern-day hits, it has drawn in a whole new audience of gamers, enticed to check out this defining PC experience to see what all the fuss was about.


This article is an extract from Mark Butler’s book, Interactive Nightmares: A History of Video Game Horror, which is out now to download for Kindle, PC, iPad, iPhone and Android.

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