Something has gone terribly wrong. The cavernous atrium of the Talos 1 space station is dark and devoid of life, yet filled with ominous creaks and groans. A lifeless body slumps against a nearby wall. Protagonist Morgan Yu--the key subject in some secretive experiment gone awry--grips a wrench in anticipation of what's to come.

"When you emerge from the experiment, the disaster that's overtaking the space station just happened. It didn't happen months or years ago, it's happening right now," says lead designer Ricardo Bare. Though Bare won't reveal the exact nature of Prey's central disaster, its effects can be felt throughout the world. Even the game's opening area utilizes the same jarring juxtaposition of decadence and ruin that makes games like BioShock such unsettling experiences.

Players can select a male or female version of Morgan, hence the gender-neutral name.

As Morgan creeps through the once-impressive atrium, a shadowy, spider-like figure darts up a nearby staircase. Ignoring decades of horror movie wisdom, Morgan chases after the specter, but when he reaches the top of the stairs, he finds only a trashcan rolling slowly towards him. Seemingly on a hunch, Morgan swings his wrench anyway, and as it strikes, the object instantly transforms into a screeching alien, still shadowy and ethereal in form.

With a few more swipes, Morgan subdues the alien, which Bare later identifies as a Mimic--a creature capable of assuming the form of virtually any object, allowing it to hide in plain sight and terrify unsuspecting experimentees. Jump scares seem inevitable and utterly unavoidable. "It's not always predictable, even by us, because the aliens do that systemically," explains Arkane Studios co-creative director Raphael Colantonio. "Based on what objects are around them, they will choose one if they have to flee at this moment."

While there's clearly plenty of potential for terror in Prey, Colantonio is also quick to downplay its overall significance. "There are horror elements, but it's not a horror game in the sense that this is not the focus for us," explains Colantonio. "The focus is...a story where you were the subject of an experiment and something went wrong, and now you are trying to understand what happened, and who you are, and why you're here, and how do you escape this place."

Mimics are capable of assuming the form of virtually any object, allowing them to hide in plain sight. Jump scares seem inevitable and utterly unavoidable.

Indeed, Prey seems to rely more on subdued creepiness than explicit horror and, according to Colantonio, may even resort to fourth wall-breaking psychological manipulation to further seed its subtle yet pervasive paranoia. "We're going to mess with the players' heads to some degree, at least at the very beginning," laughs Colantonio, "because there's a big theme about identity and what did you want before and what do you want now?"

The developers won't just be playing mind games, though--they'll also be empowering players to cope with their dire circumstances, primarily by arming them with makeshift weapons and unconventional abilities. While further exploring the station, for example, Morgan stumbles upon a glass case containing a sinister-looking metallic object called a Neuromod. As the name implies, these devices quite literally modify Morgan's brain by stabbing needles through his eyeball and rewiring his neurons, thereby unlocking a new ability or upgrade.

"There are two groups of Neuromods," reveals Bare. "There are human-based Neuromods--human skills like, 'I want to be a better hacker,' or 'more agile,' or something like that. But then all the alien ones are in a separate group. You don't have the data for those, so you have to go out and scan the aliens and acquire it." According to Bare, scanning enough aliens to acquire specific powers will be demanding, often forcing players to venture into particularly dangerous parts of the space station or defeat a certain number of powerful enemies.

Ultimately it's up to players to decide which options are actually worth the risk, but as you might expect, the rewards are potentially substantial. Perhaps the most compelling example: Morgan can actually acquire the Mimic ability and transform into virtually any nearby object. "There are some rules around the power," says Bare, "like it has to be an object that's roughly the size of Morgan or smaller, and it has to be an object that isn't bolted to the ground. It has to be a physics-based object."

Despite these loose limitations, Mimic proved invaluable during our demo. At one point, Morgan turned into a coffee mug and bypassed a locked door by rolling through an open window instead. Later on, he converted himself into a small, spherical mine and used some kind of kinetic blast to launch himself up to a previously inaccessible ledge like a scary Samus Aran. And though he never used it to hide from an enemy, Mimic could conceivably be used for stealth purposes as well. Given that the power is physics-based and highly adaptable, Mimic's applications will likely expand to match players' creativity.

There are, of course, other powers available to Morgan as well. "We showed off one called Superthermal," recalls Bare, "which lets you put a trap anywhere in the environment [and] if anything moves past the trap, it'll explode into a huge cascade of fire. The cool thing about it is that it's physics-based, so you can trigger it, too. You can throw a box across the room when you want it to trigger. You have to be careful because if an ally walks by it, it'll blow up too."

Mimic proved invaluable during our demo. At one point, Morgan turned into a coffee mug and bypassed a locked door by rolling through an open window instead.

Bare further warns "there are consequences" to adopting alien powers since "things like the station's defenses will start to recognize you as an alien and start attacking you." Just as Arkane Studios' other tentpole franchise Dishonored pulled a page from the "choice and consequences" playbook popularized by the original Deus Ex, so too does Prey: you can choose to forgo any and all alien abilities and focus instead on the game's unusual weaponry.

Like Dead Space, Prey's scientific setting means many of its firearms are actually repurposed tools rather than guns. "You're on board of a space station; it was not a military space station or anything like this. It's a high-tech company," argues Colantonio. "So there are a few weapons for security reasons, but that's all." According to Colantonio, Prey won't deprive players of ammo the same way a survival game like The Last of Us might, but the development team intentionally avoided handing players an arsenal.

"We wanted to encourage players' creativity as much as possible," affirms Colantonio, "and if you give players weapons then they're just going to shoot. People will usually go for the most direct solution. A bullet is pretty direct. So by limiting this, we give them opportunities for other things, which is super satisfying for players because now they have a reason to be creative, as opposed to trying to do cool things just for fun. They feel like they're really surviving and using their intelligence, which is cool."

"We wanted aliens that were not going to fall into the two or three archetypes that we keep on seeing all the time. We wanted to go for a more paranormal, psychological, weird, immaterial, ethereal kind of approach." - Raphael Colantonio, Co-creative Director

In spite of these efforts to foster creativity, determined shooter fans might still be able to play Prey as a run-and-gunner. As Bare points out, it all comes down to player choice: "We have a crafting system in the game, and players could burn all their resources on making shotgun shells. So you could be the player who's like, 'I'm just going to shoot everything in the face because I burned all my resources on supporting that play style,' and that's okay too."

Assuming you're willing to eschew shotguns and embrace Prey's unfamiliar firearms, you'll find options like the GLOO Cannon. This bulky, non-lethal gun spews a steady stream of sticky paste, which at one point Morgan uses to immobilize several enemies simultaneously. "We saw it as an object that was designed initially to control the aliens in case of a problem," explains Colantonio. "They didn't want to kill them, but they wanted to trap them. Then it happened that it has side properties."

Those "side properties" include the fact that GLOO hardens when it dries, allowing Morgan to, say, neutralize a hazard by capping a flaming gas pipe or even build an entirely new vertical path by spraying GLOO up a wall to create a makeshift ramp. The GLOO Cannon's potential as a traversal and puzzle-solving tool opens the door to creativity and discovery in much the same way as Mimic and the other powers.

And then, of course, there's the Recycler Charge: a portable black hole that sucks in "anything that isn't nailed down" (including Mimics) and compresses it into crafting materials, according to Bare. While the idea of completely cleansing a room is pretty satisfying in its own right, crafting materials are significant for another, even more exciting reason: with them, players can upgrade Morgan's suit with a propulsion system, allowing him to venture out of the station and into the floating field of debris that occupies the cold black space outside.

GLOO hardens when it dries, allowing Morgan to, say, cap a flaming gas pipe or build an entirely new vertical path by spraying GLOO up a wall to create a makeshift ramp.

"The exterior's one big space that you can fly around in," says Colantonio. "There are side quests out there, there are hidden areas of the space station that you can only get to by flying outside, and it's also useful for traversal." Late in the demo, Morgan pulls himself through an airlock as the atmosphere of the station hisses past him into space. Though he moves slowly and methodically, he seems to be able to maneuver with relative ease, navigating confidently through the debris in search of a missing scientist.

The oxygen meter in the corner of the screen diminishes slowly, affording him enough time to venture into floating chunks of the station that are now exposed to open space. In one such area, Morgan finds the corpse he's searching for, grabs some data off the body, and turns to head back inside, allowing the camera enough distance to pan over the entirety of the breathtaking station. The structure is massive, intricate, and, according to Bare, completely open.

"The structure of the game is open ended," says Bare. "We call it an 'open space station game,' so you can go anywhere in the space station you want as long as you have the means to get there. There are places, for instance, you could go to way before you have any business being there, and you'll get your ass handed to you--like in those old school RPGs where you're like, 'Okay, I'll come back when I've leveled up significantly.'"

Bare continues, "Late in the game, once the space station is very opened up, then you'll get missions all over the place, and it'll be up to you how to get there. Do I want to go on the outside? Or do I want to go through the elevator? Or maybe I'll crawl through the guts of the space station? You might decide that based on how fast or how dangerous it is." While you might think opting for the relative peace of open space should be the safest option, you would, unfortunately, be wrong. "There's combat in [zero gravity], absolutely," warns Bare. "There are these little flying robots, and some of the aliens are able to navigate in zero-G, so you'll definitely encounter things like that in space."

Needless to say, the interior corridors won't be much safer, but in addition to encountering hostile robots and incorporeal aliens, you may also stumble upon other humans--kind of shocking when you consider the desolation of those opening moments in the atrium. "Most of the people are dead, but not all of them are, and so you'll find some survivors along the way that are barricaded in or hiding, calling for help," says Colantonio. "There are different people that talk to you and try to influence you into doing this or that."

"When you run into these people, you get to decide, 'Should I help them? Should I hinder them?'" adds Bare. "Some of them are trying to hinder you, but the way that you treat these people has a significant impact on the way the game turns out in the end. Different people will ask you to do different things for them, and some of them are going to be mutually exclusive. If you help one, the other one will be pissed about it."

Regardless of who you ultimately ally with, Prey promises both plenty of threats and plenty of ways to deal with them. With its Dishonored-esque powers, inventive weaponry, zero gravity combat, unrestricted exploration, and sci-fi conspiracy steeped in tension and terror, Prey's ambitious mix of ideas and obvious emphasis on player creativity in many ways sets the game apart from the rest of the genre. After all, how many shooters let you turn into a coffee mug?

For more on Prey, check out our earlier coverage "Why Prey 2 Was Canceled" and "Prey Dev Explains Why It's Named After an Unrelated Series."