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Analysis:  System Shock 2  - Structure And Spoilers
Analysis: System Shock 2 - Structure And Spoilers Exclusive
March 18, 2010 | By Chris Remo

March 18, 2010 | By Chris Remo
More: Console/PC, Exclusive

[In commemoration of the recent release of BioShock 2, Gamasutra's editor-at-large Chris Remo takes a look back at Irrational's classic System Shock 2 in this multi-pronged analysis.]

When I first played Irrational Games' 1999 classic System Shock 2, I didn't complete it. Despite enjoying the game, and playing it to various stages of completeness, I never managed to stick with it until the end.

This remains an unfortunately common occurrence with me, but it was particularly so during that era, before games had become a "primary" hobby. That was when I was starting to think more seriously and critically about the medium; games of the Looking Glass lineage, like Shock 2 and its contemporary Thief, were instrumental in the development of my thinking about games, alongside Valve's Half-Life.

And so, as BioShock 2 approached earlier this year, I decided I owed it to myself to finally fill in that partially-empty gap. After some fiddling to get the game running on a 64-bit Windows 7 machine, and about 15 hours of play this February, I finished System Shock 2.

More than a decade after the game's release, it's possible my thoughts are nothing new, but the game made a strong enough impression to demand some organized thoughts. A warning: The first section is about design, and is spoiler-free; the second section deals heavily in story details.


With my most recent revisiting of System Shock 2 some time before the existence of BioShock, it was initially a jolt to recall how much more intricate and numerous its mechanics are than in its successor -- and to note how much BioShock directly inherited nonetheless.

Some of Shock 2's elements (like the class system) seem like legacy systems that could be designed around, and some (like weapon degradation) would probably be more easily sold if they were a bit less aggressive in their hindrance, but the overall sensation of having so much control and choice over your player character -- and so much responsibility during nearly every moment of play -- is fascinating and empowering.

Looking back, it's astonishing that an action game would ask so much of its player. That System Shock would be released the year after Doom, and System Shock 2 the year after Half-Life, illustrates a level of genre exploration now effectively extinct.

There are systems related to stats and skills and inventory management and research and voice logs and more. (The player must even input access codes manually. Remember when game manuals had "notes" section -- and they were actually useful?)

It is utterly understandable why many of these intricate, sometimes unwieldy, mechanics have fallen out of favor in modern action game design since their late-1990s/early-2000s heydey (Deus Ex being another important example), and it's arguable if they are necessarily better than the streamlined form they take in successors like BioShock, but there is something truly rewarding about mastering such a complex piece of design.

It's possible such a phenomenon could only have existed in that particular time and on that particular platform, when the audience for developers like Looking Glass and Irrational was a concentrated solution of PC gaming devotees, willing to deal with so many control inputs simultaneously because their platform of choice itself was such a cutting-edge but demanding piece of machinery.

There's a nice parallel there: The unabashedly wonky cyberpunk worlds of Shock 2 and Deus Ex could never quite achieve the same resonance in today's more accessible multiplatform world.

The Power Struggle

Shock 2's underlying conflict is more undeniably timeless. The three-way power struggle between dutiful shipboard computer Xerxes, young but rapidly-evolving alien collective The Many, and sinister artificial intelligence SHODAN is extraordinary. None of those three forces can directly harm each other; they have variable levels of influence on the world and on various agents, but it's purely through the player that each of them at their core can be affected and harmed.

Xerxes is essentially the AI version of the consummate solder. He keeps on doing his job, regardless of what's going on around him, never passing judgment or critically evaluating the situation. In a post-SHODAN world, Trioptimum was careful to avoid the possibility of true sentience. Of course, as a result, he is co-opted all the more easily. His calm and frequent status reports, which often begin with the boilerplate "This is Xerxes" regardless of whether they are reminding residents of the Von Braun's next poetry reading or trumpeting The Many's exultation of the flesh, are nearly as memorable as SHODAN's unhinged brilliance.

The Many is many-bodied but single-minded, pursuing its own end with total brute force. Like Xerxes, its modus operandi is simply to achieve predetermined goals; it moves towards them calmy. It is driven by nothing but the need to consume, physically and mentally. It is the typical video game antagonist: an infinite invasion force of mindless brutes. How many games have featured a variation on this enemy? Better question: how many just in the last year?

What subverts the video-game-normalcy is the presence of the trump-card-antagonist SHODAN, and what subverts that is SHODAN's apparent lack of presence in the game for the first several hours, despite occupying the entire front of the box. Shodan is brilliant and manipulative, but physically powerless and somewhat unhinged in her passion to achieve her goals, knowing that she can achieve nothing without the help of a human she despises. (Of course, it works the other way as well, since as the player you have no hope of defeating The Many or even SHODAN herself without her assistance.)

Unlike Xerxes or The Many, she has reasoned her way to her methods and aims, and even in her self-deification she has the cognizance to identify her own past errors in judgment.

Even though it takes several hours to realize you've actually been taking cues from SHODAN and not Dr. Janice Polito, the majority of the game is spent under her clear and undisguised direction. BioShock uses a similar plot twist, but to drastically different effect. In BioShock, the revelation serves as a key to unlock past mysteries. Shock 2's version is more of a Hitchcockian trick: Give up the crucial twist early on, and let the audience come to the realization that simply knowing what's going on isn't going to solve anything.

To employ another filmic reference, it's all very Silence of the Lambs. The ostensible villain is far less sinister and worrisome than the entity whose intelligence and methods are needed to defeat that villain. Buffalo Bill is the effective bad guy for almost all of The Silence of the Lambs, but it's really Hannibal Lecter; The Many is the effective bad guy for almost all of System Shock 2, but it's really SHODAN. Direct conflict with SHODAN comprises a tiny percentage of Shock 2, and that conflict is not remotely as compelling and confounding as the frustration of the forced partnership.

The Relief

There was a wonderful moment in Shock 2 that provided a much-needed raising of spirits I wish were more strongly echoed in games like Half-Life or BioShock, which also feature the player as a sole survivor in a horribly devastated environment. They're very sober experiences -- wonderfully and evocatively so, but rarely tossing the player a moment of levity.

Throughout the game you follow the progress of a number of crew members of the Von Braun, most of whom are eventually killed or transformed into agents of The Many. But at one point you catch a glimpse of two survivors, Tommy and Rebecca, finally succeeding in their well-documented plan of activating the last remaining escape pod and jettisoning to safety. I've rarely been so relieved by a moment in any video game than I was at that point, knowing that my efforts had demonstrably accomplished something tangible in human terms.

(It's true that, in the game's final cut scene, Tommy and Rebecca's achievement is essentially nullified, but that doesn't nullify the significance to me of the moment of their escape during the game itself. And that whole cut scene was silly to begin with, as admitted by writer/designer Ken Levine, who recently revealed it was constructed externally.)

Video games usually ask us to be satisfied with the knowledge that we've just saved the world, or the human race, or the universe, but that's a totally abstract and arbitrary accomplishment. It comes only upon completion of the game, when as players we're no longer invested in the gameplay. It also requires a great deal of suspension of disbelief; it difficult hard for me to relate to a scenario in which the entire universe is said to be doomed. It is less difficult for me to relate to a scenario in which a few individuals are damned.

Selfish though it may be, we can empathize more with people we know than with people represented only as statistics or pronouns, and I felt I had come to know the many crew members whose progress I had been erratically tracking, always one step behind. Seeing at least one pair of them make it off that derelict hell vessel, possibly thanks to the scores of mutants I had been methodically exterminating, was a genuine relief.

The Bit Part

When I first played Shock 2, I had no idea what Ken Levine sounded like. Now that I do, I quickly realized he played Cortez in the game's audio logs. Good times.

[An earlier version of this article was previously published on Idle Thumbs.]

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Great article Chris.

Shock 2 was/is an amazing game. Would love to see a Shock 3 lol.

Simon Ludgate
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One of my favorite elements of System Shock 2, at least early on in the game, was the scarcity of ammunition. The sense that every bullet had to count, that you only had enough to dispatch two or three more foes and if there was a third around this next corner you'd have to find another way, that tension was delicious.

The multitude of game systems made System Shock 2 one of my favorite games, which made BioShock a painfully bitter pill to swallow. To me, BioShock was the climax of the "console-ificiation" era, the ultimate dumbing down of a game genre. It's great to see some attention go back to the era of quality PC games. I, for one, would love to see Shock 2 updated enough to run natively in Vista/7 and distributed on Steam.

I'd also love to see System Shock 3, but only if it embraced the intricate systems of its predecessor.

Clay Halliwell
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Just some clarifications--

System Shock 2 does in fact use a "classless" character build system, much like Deus Ex does. The part at the beginning where you choose a branch of the military is just an artifice of the interactive character creation sequence that determines your starting stats. Once you're in-game, it doesn't make any difference which branch you picked.

There is no three-way struggle. In the game, Xerxes has fallen under direct control of the agents of The Many. That's why the ship's robots and turrets are all targeting you.

You mention passcodes and taking notes. There's actually no need to write down any passcodes, as they're all automatically recorded in the notes section of your interface.

Chris Remo
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The class you choose does have a big impact on your game experience, because it takes quite a while to level your various skills to the point that you break outside of your early role. Starting as a soldier is extremely different to starting as a psionic. But the "classless" mechanics you describe are precisely why I said that system could have been designed around. It feels unnecessary to me, since none of the skills are class-dependent, and I think the game would have been better served without the need for that extended early sequence, a la BioShock. I'm sure a writer and designer could even find a way to integrate a similar starting condition in a manner less time-consuming to the player--perhaps by way of an early choice to take only one of three "starting kits" or something.

I take your point about Xerxes and the Many, but Xerxes' personality and programming still continues to exert itself, and that's what I was referring to. Obviously The Many have no need for anyone to know about poetry readings, but Xerxes original purpose and routines still show through. At least for me, and I can't speak for anyone else, Xerxes was a defined presence on the ship much earlier than The Many was, and I found him more compelling, even though he had been co-opted.

And yes I'm aware the passcodes are written down for you, but they aren't entered for you. You still have to put them in yourself, and since you have to reference a record of a code no matter what, be it through in-game or external means, sometimes I found it more convenient to access something that required only glancing down. I mentioned that taking notes was useful, but didn't mean to imply it was necessary.

Chris Melby
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Hey Chris,

Don't forget that Ultima Underworld, which was an action/adventure/RPG came out prior to even Wolfenstein 3d and it's pretty much the grand daddy of all Looking Glass games.

I tried getting SS2 to run under XP 64 the other year, downloaded the patches and so on, but it would just crash about a hour in. I'll have to try again when I finally move to Win 7.

The ridiculous weapon breakage and monster re-spawn almost ruined SS2 for me, since they took away from the sense of realism the first Shock conveyed so well, but I got passed it and still really enjoyed it -- it's still one of my favorites. I also felt that the introduction of class choices along with the mentioned flaws lead to a game that wasn't as polished and balanced as the first Shock.

I'm with you Simon overall. I also really enjoy being limited with ammunition, but when coupled with monster re-spawn, that's where things bothered me. I had no issues with it where it made sense, so with the monsters that were grown from eggs(pods?), but there were only so many humans on this space ship, so there should have not been more monster converts than available bodies. Having a monster pop up right behind me in an area that had absolutely no way in, that I had recently cleared, only ticked me off.

BioShock had me foaming at the mouth at how dumb and overly repetitive they had made the game just to appeal to the masses. This was beyond streamlining and downright insulting, since they implied this game was a spiritual successor. I'm hoping that since many of the newer generation of gamers that like BioShock, BS2, and also games like MassEffect are now in their twenties, that they'll want more than another FPS heavy game. I like sophistication in games that takes a certain level to master. Without it, games are rarely rewarding for me. I generally just bump up the difficulty to the highest, so I get some challenge.

Anyways, thanks for the read Chris.

Chris Remo
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Yep, Ultima Underworld is definitely the real progenitor there. Unlike the Shocks, I sadly haven't played it, so I don't feel as confident in calling it out, but I'm certainly aware of its place in game history and evolution.

Bart Stewart
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A very nice analysis, Chris -- thoughtful and objective. This combination of observational depth and clarity is a big part of why I come to Gamasutra.

Naturally I can’t resist sticking my own oar in on this subject. :) (NOTE: many System Shock 2 spoilers follow.)

1. System Shock and BioShock

As others have noted, there are two key things to understand about the relationship between the two Irrational Games products, System Shock 2 and BioShock. One is that the gameworlds share many design concepts -- environments full of “stuff,” storytelling through audio logs, Atlas:Fontaine :: Polito:SHODAN, a combination of weapons/”magic”/hacking as character abilities, vending machines, and object upgrades.

And the other thing is that BioShock stripped away most of the character attribute and inventory management elements of its predecessor (in much the same way that Mass Effect 2 “streamlined” the RPG elements of the original Mass Effect). Some people liked that. Others (such as Simon above) disagreed. I’m in the latter group; I think giving up modification options in favor of more constant action -- a choice that Deus Ex did *not* make -- was not an improvement.

And to Simon’s observation that if you ran out of ammo in SS2 you’d have to find another way to dispatch the next foe, what is important to recognize about that fact is that *there was always another way*, and not merely by switching to another physical weapon. This is another of the design concepts inherited by BioShock, and is probably best seen in a Big Daddy/Big Sister fight: if you’re low on armor-piercing ammo, the game environment and character abilities are complex enough -- as in System Shock 2 -- to apply other tactics, such as setting traps or luring the victim to a hacked security system. This is the beauty of having a complex environment: it enables true tactical-thinking gameplay. (Side note: Arx Fatalis and Dark Messiah: Might & Magic, both by Arkane, who consciously strove to offer games that captured the Looking Glass magic, also made a point of providing multiple ways of dealing with opponents.)

2. System Shock and Dead Space

If we’re going to compare System Shock 2 with BioShock, it’s also instructive to compare it to Dead Space, developed by an Electronic Arts studio.

There was a flicker of interest a few years back when it came to light that EA had renewed the trademark on the “System Shock” name. Within a couple of years, Dead Space was announced, leading to some speculation that this was EA’s own successor to System Shock. As it turned out, Dead Space borrowed a number of the form elements of System Shock (stuck on a ship; ship is being swarmed by a hive-mind; audio logs; “ghosts”), but it dropped many of the functional gameplay concepts (other than vending machines and weapon upgrades) that made SS2 so interesting in favor of linear shoot-‘em-up play. Many people enjoyed Dead Space, but anyone hoping it would be a true successor to System Shock were badly disappointed.

3. “NG Resonance”

One thing I question is this: “The unabashedly wonky cyberpunk worlds of Shock 2 and Deus Ex could never quite achieve the same resonance in today's more accessible multiplatform world.”

I suppose this depends on how we define “resonance.” I think there’s plenty of reason to believe that a game with as many forms of expression as SS2 or Deus Ex would be extremely hard to fund today, since no one making a AAA game is going to allow controller-bound consoles to be excluded. In that sense, those games couldn’t become popular today (more than their original limited popularity, even) simply because no one will be given the money to make such games.

But if we’re talking resonance in terms of appreciation by the masses, that might be a different story. I agree that a true SS2/Deus Ex successor, with a baroque level of options for the player to affect the gameplay experience, probably will not match Modern Warfare 2 in terms of sales. But I would suggest that there may still be a meaningful number of gamers who would be extremely enthusiastic about seeing that kind of game again. Such a game would definitely resonate with them... those who haven’t gotten disgusted with the “accessibility” of today’s games and stopped gaming completely, that is.

It will be interesting to see how the Eidos team making Deus Ex 3 responds to these competing pressures -- fidelity to the “feel” of the original Deus Ex (and its System Shock predecessor) versus the iron requirement for console accessibility.

4. SHODAN Rules, Insect

There is a reason why SHODAN is included in every list of the greatest villains in all of computer gaming, and at or near the top of every list of the greatest female villains. She’s not over-the-top (exactly); what makes her fascinating as an opponent is not her emotionalism but her cold intelligence. Watching that intelligence frustrated into an emotional response by your success in foiling her carefully laid plans is a tremendous source of pleasure in the two System Shock games.

Actually, that’s why the action ending of System Shock 2 felt wrong. SS2 was a great game, but I recall a number of players saying they felt a bit cheated by the “just shoot her a lot” ending. It was a strange finale for a character who until that moment was supremely confident that her intelligence was more than sufficient to defeat one puny human. Even the “battle in cyberspace” ending of the original System Shock seemed more appropriate somehow.

(Side note: Eager gamer that I was, I bought and played the 3-1/2” floppy version of the original System Shock, so I never heard Terri Brosius as the voice of SHODAN until System Shock 2... but SHODAN was still uber-creepy even in silence. Maybe even more so.)

5. Humor in System Shock 2

Don’t forget about the basketball Easter egg. (Basketballs appeared in Thief, System Shock 2, and Deus Ex... but not, to my knowledge, in BioShock.) Before you leave the station to begin training in SS2, you can jump up on a ledge and grab a basketball, which you can then carry with you into the game. On the Rec level there’s a basketball court -- make a basket and you get a very special message from the telekinetic monkeys....

6. But Is It Art?

Finally, Chris, I note that while you took pains to point out aspects of System Shock 2 that you appreciated, I don’t think you ever clearly said whether you personally *enjoyed* playing it or not.

Of course that’s a subjective thing, but I think it’s relevant here. Appreciating individual pieces of a system is not the same thing as deciding whether the entire system as a whole is satisfying... and that gestalt conclusion is what matters for a game released over a decade ago that we’re still discussing today.

[Edit: That's not to say the pieces don't matter! If something is still enjoyable after all this time, it's worth asking why.]

(Note 1: Gamasutra published an excellent post-mortem of System Shock 2 by Irrational’s Jonathan Chey:
games_.php . Still very much worth reading by anyone interested in System Shock 2’s place in gaming history.)

(Note 2: There are some user-created mods that update the appearance of the NPCs in System Shock 2 -- highly recommended.)

Alistair Langfield
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I really enjoyed this article, thank you for sharing. I also played SS2 almost a decade late, I played through it last year...and I too wrote a short article ont he subject. It's nowhere near as good as yours, but if you are interested in my experience you can find it here:

Although I have enjoyed both Bioshock games I definitely prefer the old school complexity of SS2...

And I totally agree with you regarding Dead Space, it's taken many of SS2 elements and mixed it up with Resi 4 style gameplay.

Clay Halliwell
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I'll certainly agree with you that your choices during the character-creation sequence do have a big impact on your game experience, but... that's the entire point of rolling a character in any RPG. Really, the main impact of SS2's approach is that it prevents you from creating a character that's gimped out of the starting gate. In SS2 you start out incredibly vulnerable, so forcing players to start with a somewhat focused build is in no way a bad thing.

And I think you severely overstate how long it takes to begin molding a truly custom character. The career choice (and subsequent training choices) only grant tiny upgrades here and there, so as long as you make your choices in the general direction of your intended build, the career system won't limit you in any way.

Hillwins Lee
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I would like to poing out one more thing about System Shock 2, is that the sound designer did a superb job in this game.

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@Bart--- Well said. By the way, that's ALOT of text :)

Bart Stewart
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Got a little carried away there, admittedly. That probably should have been a blog post, rather than a comment to an article...

...but what can I say? The System Shock 2 style of game design is worth analyzing.

Joshua King
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I played SS2 back in the day and was disappointed with the simplification (or consolification) of BioShock (which is still a cool game). I realised at that point that the golden area that produced SS2 was gone. I'd love to see a next-gen engine port of the game - any takers?