If there's ever been a stealth company, it's Looking Glass . While other companies come and go claiming themselves to be this month's master of the first-person shooter, Looking Glass spends their time quietly taking the genre to places it's never been before. Perhaps even more amazing is the fact that they manage to set the industry on its ear again and again with startling consistency. With Ultima Underworld and its sequel Ultima Underworld 2, the company took on the daunting task of infusing the depth of an RPG into a first person engine. With the original System Shock, the team created an action game that actually made you feel like you were in a sci-fi movie. With Terra Nova, the developers tackled squad based combat from a first person point of view and succeeded wildly ¿ years before Tribes was even thought about. More recently, the company offered up Thief: The Dark Project, an amazingly deep title that introduced first-person fans to a world in which each enemy was a potentially lethal threat. Each one of these games took a completely new approach to the shoot-everything-in-sight feel of most first-person shooters and instead created a world in which you actually felt as if you were the protagonist. Now, silently, the company has done it again. Their latest foray into the first-person shooter world, System Shock 2 , is an amazingly well crafted example of the genre that combines raw action with horror and suspense to deliver a gameplay experience that is very different from anything else on the shelves.

It's funny, usually with a really good game, it takes an enormous amount of time to explain just what it is about the title that sets it apart. With System Shock 2 it can be summed up in a single word ¿ atmosphere. This game creates an incredibly rich game world for you to explore and conquer by offering up flawless graphics, great voice acting, interesting and frightening enemies, and a powerful storyline that meshes seamlessly with the play experience. All of these factors are important on an individual basis but more importantly, they all contribute to the dark, oppressive and often terrifying feel of the game as well. Because of this, while it's easy to sum up what makes System Shock 2 great, it's still very important to take a closer look at how each piece of the game excels and how it fits into the greater whole.

Let's start with the storyline. System Shock 2 takes place in the same game world as the original title, a universe in which the Earth has already reached out and colonized the solar system. Since the out-of-control AI, SHODAN, has been stopped (in the original System Shock this thinking computer went crazy and killed a large number of people on board a the Citadel Space Station) the governments of Earth have come together in the form of a new entity titled the UNN (United National Nominate) and have lashed out at the megacorporations (specifically the largest, the TriOptimum Corporation who was responsible for SHODAN's creation) that have held power for so long. The power struggle has resulted in an uneasy truce in which the UNN still holds power officially and the corporations still hold a great deal of de facto power through their very own armies and police forces. Into this already dangerous struggle comes a new source of tension. A new ship, the Von Braun, is being built that uses a new engine developed by a Nobel scientist that will make the craft capable of faster than light travel. The new craft, which is being built by TriOptimum (despite all efforts by the UNN to keep the company uninvolved), is scheduled to make a maiden voyage that will take it to a far away solar system. Along with the Von Braun will be a security ship, the Rickenbacker, which is designed to 'piggyback' the larger ship in order to take advantage of its FTL engines.

As with most new technologies, the Von Braun doesn't really work as well as it should. Hackers on board the ship have managed to screw up a lot of little things, but some of the major items don't work simply because they haven't been properly tested. One of the problems of greatest concern is that the ship's central computer, XERXES, seems to be all kinds of buggy. Worst of all, the crew, which is made up of both UNN and TriOptimum appointees, is starting to separate into two factions that mistrust and hate the others. As the game begins, the ship receives fragments of a transmission that originates at the Tau Ceti system, far outside the area of explored space. You are assigned to the ship as it begins its journey to find out what is sending that signal, and if possible to make contact with them.

Once the game starts, things really get cooking. You've been kept in cold storage for the journey and awake to the not so dulcet commands of Dr. Janice Polito, the Senior Systems Analyst onboard the Von Braun. Although she's not very clear, it's obvious that the ship is in some kind of serious trouble and it's up to you to sort out what it is. As you travel around the corridors of the ship, you'll have three ways to learn more about the situation. First, you'll occasionally get messages on your PDA from Dr. Polito telling you about things that have just happened and giving you advice on what you must do next. Second, you'll find small disks scattered around the ship that hold the log messages of the crew. As you pick up and read these logs, the story will slowly unfold in front of you and you'll also get more information on how best to proceed. Finally, and perhaps most disturbingly, the cybernetic system that's been installed in you seems to accidentally pick up strong psychic signals much as a bad portable phone picks up the radio. When your system comes in contact with these emanations it will try and interpret them as light and sound. The end result is that occasionally, as you walk through the ship, you will see 'ghosts' of people who lived on the Von Braun. This is really creepy and may cause you to shoot at the images before you realize exactly what they are. Using these clues, you must figure out what happened to the crew of the Von Braun, who's managed to survive it, and how you're going to go about stopping the menace.

While I'd love to go further into the storyline, there's no way to do so without totally spoiling the game. One thing I can tell you is that whatever has taken over the ship has found a way to infect the crew and turn them into horrible zombies. A lot more resilient and intelligent than your run of the mill 'a comet flew over and I was raised from my grave' undead, these vile creatures are smart enough to use complex weaponry, respond to security alarms, and to, after a fashion, speak. Other creatures you'll run into include giant spiders made up of a weird bio-material, cybernetic nursemaids and stealthy cyber-assassins. As you hit higher decks of the ship, you'll encounter giant security bots and gun turrets that will mow you down in seconds. All of these creatures boast amazing AI and each will react to situations differently. Zombies, never known for their sense of subtlety, will rush at you swinging a pipe, or if armed with a projectile weapon, will try to stay in range and will run away when you get too close to them. Security bots use an even more straightforward approach and will simply try to overwhelm you with their massive firepower. My particular favorites though are the cyber-assassins, who are very aware of lighting around the ship and will try and hide in the shadows in order to attack you from a distance unseen. These same killers are also very adept at getting behind you without being seen in order to do as much damage as possible before you can even find out where the hits are coming from. Worst of all, as soon as you locate them and return fire, they will run and look for a new hidden spot to launch their next assault from. Not only do all of the game's opponents boast excellent AI, they're also very interesting in and of themselves. As you progress through the game, you'll be able to pick up special log disks that let you know how they came into being and how you can best fight them.

Actually, there are a lot of different ways to approach every fight in the game. Like any good RPG, System Shock 2 lets you build the kind of character you want. When you start the game, you'll have to choose which line of service you want to go into, the Marines (who are mostly combat oriented), the Navy (who specializes in technology and research) or the OSA (a special service that teaches psychic powers). Once you've selected a service, you'll get to pick from three different assignments, each of which will teach you different skills and abilities. Once you finish three tours of duty, you'll be assigned to the Rickenbacker and the game will begin. Overall there are ten different skills in the game, Hacking (which enables you to be more effective at breaking into enemy computers), Repair (which allows you to fix broken items), Modify (lets you add new features to your existing weapons), Maintenance (helps you keep your weapons in working order), Research (lets you research new technologies and enemy physiologies), Standard Combat (makes you an expert in the use of conventional weapons like pistols and shotguns), Energy Weapons (improves your use of energy weapons like lasers and EMP rifles), Heavy Weapons (helps you use larger weapons like Grenade Launchers and Fusion Cannons) and Exotic Weapons (gives you more skill with the special bio-weapons you'll discover during the game) and five statistics, Strength, Endurance, Psionics, Agility, and Cybernetic Affinity. Once you get into the game, you'll find, and be rewarded with cybernetic modules, which you can use at upgrade units to buy improvements in your different skills and stats. The higher the skill level you are attempting to purchase the more cybernetic modules it will cost you. Since these modules are hard to come by, you'll only be able to become a real expert in a few areas. It's really important to pick intelligently here rather than squandering your modules on a little bit of this and a little bit of that. Since most of the really cool items and weapons in the game require a six (the maximum score you can achieve in a skill) to use, if you spend all of your points trying to become a Jack of all trades, you won't be able to use much of anything by the end of the game.

One of the most expensive paths to choose is that of the OSA. Not only must you try and raise your Psionics stat as high as possible, but you must also purchase the ability to use each of the game's five tiers of physic ability and 35 different psychic powers separately. While this may sound prohibitively expensive, it ends up working much like my earlier description of the basic skills ¿ if you want to win, pick a few psychic powers and really excel at them rather than trying to collect as many different powers as you can. I'm not going to go through all of the powers here, but a few of my favorites (and powers I recommend for everyone) are Kinetic Redirection, which allows you to pull distant objects towards you (thus allowing you to get objects that may be out of your reach, Psychogenic Cyber Affinity, which improves your Cyber Affinity stat for a short period of time (which helps out when you're trying to hack into security systems), and Remote Electron Tampering, which deactivates all active security alarms (when you trigger a security alarm, every bad guy on the ship will start heading towards you ¿ this is bad).

There aren't really all that many standard weapons available in System Shock 2 as compared to most first person shooters, but the ones that are there are very useful and each have their own strengths and weaknesses. Unlike most games though, where picking the right weapon for a situation consists simply of finding every weapon and then knowing which one is best for which situation, in System Shock, you not only have to find the weapon, but you also have to have the skill to use it. What this ends up meaning is that a lot of times you won't be able to operate the best weapon in a given situation and will have to find something else to do the job. While I tried several different careers, I found that energy weapons skill is really the most useful thing to spend your skill points on in the long run. They can be recharged at any power station, they can be set for single shot or triple shot mode (the last does a lot of damage, but it takes a while to recharge ¿ very disconcerting if you're being charged by an angry zombie) and they work well on most electrically charged critters. Unfortunately, if you run into a completely biological creature, you're kind of screwed. I kept a pistol full of anti-personnel ammunition handy for surprises just like this one. One very odd thing about System Shock 2's weapons system is that it also requires that you keep up with Maintenance, Repair and Modification for each weapon. Even if you have great weapons skill, if you don't perform regular maintenance on your gun, it will break. If it breaks, you have to stop and use your repair skill to fix it. This creates a third set of needs to use a weapon effectively ¿ not only must you have the weapon skill and ammunition, you also need to have a high enough maintenance and repair skill (along with maintenance tools) to keep it working. There's nothing worse than getting into a really intense shoot out and then having your weapon jam. Most times when this happens, the best thing you can do is run and hope you find a safe place to start your repair work. I have to admit, I actually found this system pretty irritating sometimes. It seems ridiculous that my guns would all break down every hours or so if I didn't pay constant attention to them. It also seems a bit silly to me to make the tools necessary for maintenance a one use item that becomes just as important as ammunition if you plan to survive. Still, it's not really that big a deal, and it is a pretty big thrill when you jump into combat and hear your gun make that awful clicking sound. Hello adrenaline!

Two other skills that also play a huge part in the game are Research and Hacking. Neither of these skills is absolutely necessary to win, but both of them can make the game much easier to finish. Research allows you to pick up odd objects laying around the base, or to pick up pieces of blown up enemy (yuck) and find out what makes them tick. Once you understand them, you will either, in the case of items, be able to use them, or, in the case of enemies, get a bonus on your attacks against them. One caveat against research ¿ each item requires that you find certain chemicals in order to finish your research. These chemicals are store in (natch) Chemical Storerooms scattered around the ship. It can be really frustrating (not to mention dangerous) when you're on the upper decks of the ship and find an item that you want to research that requires chemicals that can only be found on the decks below. Hacking is an equally useful skill that allows you to get around security systems (making them inactive for a certain period of time), force Matter Replicators (er, vending machines) to give you more options and better prices, or to open doors and storage containers that normally require a password. This last option can save you a lot of time as you would normally have to scour the ship for clues as to what a given door's password is.

While all of these skills may seem a bit overwhelming, you will really only have to pay attention to a few of them at a time. The great thing about this system is that it allows you to play the game as completely different characters which gives the game an entirely different feel. While you'll still know where all the items are hidden, there's a big difference between a Heavy Weapons guy who gets through levels by grouping enemies together and then blowing them to Kingdom Come with a grenade, a super-Hacker who simply bypasses every security system and door and doesn't do too much fighting, and a Psi master who has all the powers of the mind at his command. Even after finishing the game, I found myself wanting to play again in order to see all the powers and items that I didn't have access to the last time around.

Obviously the thing that really delivers the most atmospheric impact is the game's visual design. The ship is beautiful as are all of the creatures (living and dead) that you'll find on board. Not since the original Alone in the Dark have I played a game that creeped me out so thoroughly. As you explore the decks, you'll feel your skin crawl as you run across giant spiders that are animated too lifelike for my tastes, zombies that howl, "I'm sorry," as they fire their shotguns at you and Cyber-nannies who are a very detailed cross between woman and machine. Even more horrifying are the static objects lying around the decks. You can actually see the distress that the crew was in when the badness hit them. You'll see crewmembers hanging from the ceilings who committed suicide rather than succumb to the horrors of the Many (oops, I've said too much), walls covered with words written in blood, and poignant scenes of lovers killed at the same time. The ghost effects I mentioned earlier are also extremely well done. They show up at the oddest times and do an excellent job of giving you just enough information about what happened to let you horrify yourself. What makes all of these factors even more impressive is that they're backed up by impressive voice acting and a well-crafted soundtrack. Each of the logs you find is read to you out loud by the writer of the document. By the end of the game, you really feel like you know the characters ¿ their passions, their fears, and the true horror of the situation they're in. The ship's computer, XERXES, also has a lot to say that is very disturbing. Like Thief, sound plays a large part in the actual play of the game as well. If you don't rush through the levels making a ton of noise, you'll be able to hear creatures (who are also very freaky) and the whirring of security cameras. There's a big difference between walking into a room an facing an unknown enemy and having a good idea of what's in there before you jump. The game's techno soundtrack is actually pretty damn good, and a far cry from the canned early 90's drum machine tracks offered up by so many other games. The themes also change depending on where you are in the ship which adds, once again, to the dark atmosphere that makes this game so impressive.

Okay, there's a lot of other things I'd like to say about this game, but I think you've probably got the basic idea by now. The one warning that I would offer up is to hard-core action fans who may be put off by the RPG elements that make this game what it is. In the end though, I would recommend this title for just about anyone who's over the age of 16 (this game is really scary) and who likes deep rich play adventures.

-- Trent C. Ward