System Shock 2 | Code Like It's 198x

System Shock 2 was nearly a different game. In 1997 three developers left Looking Glass to start Irrational Games in Ken Levine’s living room in Cambridge, Massachusetts. Their first contract was cancelled three weeks in. Then Paul Neurath, the head of Looking Glass, rang and offered them the engine his studio was building for Thief: they could make any game they liked with it. They designed a science-fiction role-playing game called Shock, about a military commander gone mad on a distant spaceship. The publisher that signed it, Electronic Arts, held rights to the System Shock name through its ownership of Origin, and suggested the game could be System Shock 2. “And we said, ‘Um… sure’,” Levine told Edge. “I rewrote the story and changed a few of the things, but the game design never changed.”

The result, released in August 1999, is a first-person game about survival aboard a starship, where the player builds a character with skills, implants and psychic powers, and pieces together what happened to the crew from their logs and ghosts. Critics loved it. Few people bought it. It is now remembered as one of the most frightening games of its time and as the forerunner of Irrational’s BioShock.

Fast facts

Developers: Irrational Games with Looking Glass Studios.
Publisher: Electronic Arts.
Released: August 1999 in North America, September 1999 in Britain, for Windows PCs.
Price: $40 in the United States; £34.99 at PC Zone, £30 at Edge.
Lead: Ken Levine, who designed and wrote it; Irrational’s other founders were Jonathan Chey and Rob Fermier.
Engine: Looking Glass’s Dark engine, from Thief: The Dark Project.
Voice of SHODAN: Terri Brosius, reprising her role from the first game.
Remaster: System Shock 2: 25th Anniversary Remaster, by Nightdive Studios, June 2025.

Irrational and Looking Glass

Levine had spent two years at Looking Glass developing the story and designs that became Thief. Working alongside Doug Church there, he told Edge, “was like going to college and studying with Einstein”. He, Jonathan Chey and Rob Fermier left in 1997, still on good terms: when they came back to make System Shock 2, their half-room office was tucked into a corner of the Looking Glass studio. Irrational provided the design, art and programming. Looking Glass provided the Dark engine, its quality assurance team and other staff, among them the sound designer Eric Brosius.

It was a raw team. “No time. No money. I had no experience,” Levine said in 2007. Of the three founders only Chey had shipped a game before. The engine was unfinished, because System Shock 2 was well under way before Thief came out. “It was still pretty broken,” Levine said. The crude character models that reviewers complained about came from having to guess conservatively at what the engine would be able to handle. The three partners and a contract artist built the prototype in two months, and Levine told Edge in 2005 that the whole game was made “in about a year”, with “no time to polish and balance”.

The Von Braun

The game is set after the first. The disaster on Citadel station had broken the TriOptimum Corporation, whose computer SHODAN had caused it, and a new government, the Unified National Nominate (UNN), had taken over. TriOptimum’s hope of recovery was faster-than-light travel. On its maiden voyage its new starship, the Von Braun, travels with a UNN destroyer, the Rickenbacker, commanded by William Diego, son of the executive whose deal set off the first game. The ships answer a distress call, and, as Computer Gaming World’s preview put it, “mayhem ensues”.

The player wakes from cryogenic sleep with no memory of what has happened, into a compartment that is losing air. A survivor, Dr Janice Polito, sends messages with advice. The ship’s computer, Xerxes, has sealed the decks, and much of the crew has been taken over by an alien infestation known as the Many. SHODAN returns, but not as the first game’s straightforward villain. “My job was to present SHODAN in a fresh way,” Levine told Edge. “You’ve encountered her in the first game, and if she says the same things, why is it Shock 2? Why isn’t it Shock 1.5?” His answer was to make her the player’s “prickly, uncomfortable ally”.

The story arrives in pieces. The crew’s emails and audio logs lie on bodies and in offices, and the ghosts of the dead, which the game calls residual psychic emanations, replay their last moments. Computer Gaming World found the placing of dozens of logs “a bit contrived” but the messages “engaging”. The magazine later gave the game its award for best sound design of 1999, praising “the haunting words of the dead in recorded logs and emails”, “the tortured laments of the Hybrids” and “the perverted maternal cooing of the vicious Midwives”.

Building a character

The game opens with the player’s enlistment and training, played in the game engine rather than chosen from menus. The player picks one of three branches of the UNN for their early career: the Marines (weapons), the Navy (hacking, repair and other technical skills) or the OSA, the psychic service. After that, cyber-modules found in the ship buy upgrades to any skill, weapon training or psionic power, whatever the starting branch.

Almost everything runs on those skills. Hacking a door, a security crate or a vending machine is a small puzzle of choosing nodes on a grid, which gets easier as the player’s skill improves. Weapons wear out and must be maintained or repaired. Ammunition is scarce, and security cameras summon more enemies when they spot the player. The Dark engine’s model of light and sound came from Thief: “Stomping haphazardly through a well-lit area while blasting a shotgun will attract considerably more attention than in an action shooter,” Computer Gaming World warned. Enemies also reappear in areas the player has already cleared, a decision Edge later called controversial but one that kept the player on edge.

Reviews

PC Zone gave it 95 per cent. “System Shock 2 is tremendous,” Paul Mallinson wrote. He thought the interface never got in the way, praised the lighting and “the incredible sound effects that accompany each and every step you take”, and warned that “surviving all the way through to the end is not easy — even on the lower of the four available skill settings”. His one real complaint was the lack of other characters to talk to, which Half-Life had done so well. Hyper in Australia called it “a Cyberpunk RPG all the way”.

Computer Gaming World’s review was headlined “Irrational Games Make Big Noise With Sequel to Quiet Classic”. It praised the setting, the sound and the interface, but found the three starting careers badly unbalanced: Navy characters had a large early advantage, which made the choice “essentially just a hidden additional difficulty setting”. Edge gave it eight out of ten. Looking back in 2013, it said that scores of 90 per cent and above had “abounded”.

A hit with critics, not in the shops

The sales did not follow. In August 2000, reporting the closure of Looking Glass, PC Zone wrote that System Shock 2 had “underachieved in terms of sales”. According to Edge in 2013, System Shock 2 passed 50,000 copies sold about six months after release. “We were as stunned as anybody else as to it getting the reaction it did from the press,” Levine said. “I think we expected the critical reaction to be on par with the commercial reaction, which was tepid.” In 2007 he thought it might still have made money, “because it was so cheap to produce”.

The team also lost time on a cooperative multiplayer mode, patched in after release. “It was a real distraction,” Levine said; the single-player game “would have been much, much, much stronger if we had that time back.”

Afterlife

System Shock 2 made Irrational’s name. “For many traumatised PC gamers,” Edge wrote in 2005, the studio “would become forever synonymous with that title”, which Levine accepted: “Frankly, there are worse things to be typecast as.” When Ion Storm’s Deus Ex came out in 2000, PC Zone’s review measured it against System Shock 2, which it had “leapfrogged” as the benchmark for role-playing games. Irrational’s own later hit, BioShock (2007), returned to its ideas, and Edge credited System Shock 2’s growing reputation as a key influence on the excitement around BioShock.

For years after Looking Glass closed, the game was hard to buy. Stephen Kick, who founded Nightdive Studios, told Wireframe in 2020 that it had been the most requested game on the download shop GOG.com; Nightdive tracked down the rights and put the game back on sale. The studio announced a System Shock 2: Enhanced Edition in 2019 and released it as System Shock 2: 25th Anniversary Remaster on 26 June 2025, for PC and for PlayStation and Xbox consoles, with better graphics, controller support and cross-platform cooperative play. Kick explained why Nightdive remastered the game instead of remaking it, as it had the first: “With System Shock 2, the game was already in a playable state, it just needed the same care and attention we’ve brought to other games we’ve worked on from that generation.”

Sources

Computer Gaming World issue 178, May 1999: preview by Thierry Nguyen (the UNN, TriOptimum, the Von Braun and the Rickenbacker, William and Edward Diego; the quotation).
Computer Gaming World issue 182, September 1999: preview (35 psionic powers; Looking Glass/Irrational Games).
PC Zone issue 80, September 1999, pp. 61–66: review by Paul Mallinson (£34.99; the training, the three careers, Dr Polito, Xerxes, hacking, weapon maintenance, psychic emanations; the quotations). The 95 per cent score is repeated in PC Zone issue 83, December 1999, and issue 84, Christmas 1999.
Edge issue 77, autumn 1999, p. 95: review (Electronic Arts, Looking Glass, £30).
Computer Gaming World issue 184, November 1999, pp. 133–135: review (Looking Glass/Electronic Arts, Irrational Games, $40; the Dark engine; the careers; the quotations). The same issue’s role-playing column credits the development team “led by Ken Levine”.
Hyper (Australia) issue 73, November 1999, pp. 74–75: review by March Stepnik (the quotation; the three careers).
PC Zone issue 83, December 1999: System Shock 2 player’s guide, part 1 (the Many).
Computer Gaming World issue 188, March 2000: Premier Awards (best sound design; the quotations).
PC Zone issue 92, August 2000, p. 16: “Award-winning developer of Thief II closes down” (the sales of System Shock 2).
PC Zone issue 93, September 2000: Deus Ex review by Paul Mallinson (the quotation).
Edge issue 138, July 2004, pp. 83–86: history of Looking Glass Studios (System Shock 2 “largely developed by Looking Glass veterans at Irrational Games”; sales that “failed to match the critical plaudits”).
Edge issue 145, January 2005, pp. 58–62: “Irrational Discourse” (the founding in 1997, FireTeam, Neurath’s call, Shock, EA and the name, the prototype and the year’s development; the quotations).
Edge issue 180, October 2007, pp. 104–107: “The Making Of… System Shock 2” (the founders, the working split with Looking Glass, Eric and Terri Brosius, SHODAN, the engine, respawning, multiplayer; the quotations).
Edge issue 253, May 2013, pp. 122–124: Irrational Games feature (50,000 copies in about six months; review scores including Edge’s eight; Levine’s quotation).
Wireframe issue 31, January 2020, pp. 6–9: interview with Stephen Kick (System Shock 2 on GOG.com and the rights).
Morgan Shaver, “System Shock 2: 25th Anniversary Remaster out June 26 on PS5, PS4”, PlayStation Blog, 20 March 2025 (web, secondary): the release date, the earlier Enhanced Edition announcement and the improvements. https://blog.playstation.com/2025/03/20/system-shock-2-25th-anniversary-remaster-out-june-26-on-ps5-ps4/
Morgan Shaver, “Why Nightdive Remastered System Shock 2 Instead of Remaking It”, Xbox Wire, 20 March 2025 (web, secondary): the Xbox release date and Stephen Kick’s quotation. https://news.xbox.com/en-us/2025/03/20/why-nightdive-remastered-system-shock-2-instead-of-remaking-it/
“System Shock 2”, Wikipedia (web, secondary): North American release on 11 August 1999. https://en.wikipedia.org/wiki/System_Shock_2