You awaken with no memory of who you are or what has happened. The Von Braun is now a ghost ship--bodies are strewn everywhere, and the walls and floors are covered with blood, limbs, and severed heads. XERXES, the Von Braun's primary computer, has been corrupted by an alien force called The Many, which grows and feeds by assimilating humans into itself. Hybrids, humans that have been merged with The Many, patrol the ship per XERXES' commands, looking for any poor souls they may have missed the first time. During your suspended animation, you were outfitted with cyber-implants (which you can upgrade as the game progresses) that let you do any manner of things, from researching unknown objects to hacking into security systems and using alien weapons. And so, initially armed only with a pipe wrench and assisted by the mysterious Dr. Janice Polito, you must unravel the mystery of what happened aboard the Von Braun, all while avoiding the Hybrids and the Von Braun's security cameras.

Using a modified version of the Dark Engine (the same engine that powered Looking Glass' Thief: The Dark Project), System Shock 2's graphics fit the bill, perfectly capturing the mood of the game. There are a few missed opportunities here and there, but overall the Dark Engine holds its own against most game engines.

Enhancing the great visuals are some downright awesome sound effects, particularly the voice of SHODAN. (You just knew she'd be making an appearance, right?) Her voice is appropriately condescending and alternates between a normal female voice, a metallic female voice, and a faltering voice that mixes in the voices of children and other weird sounds all while stuttering. There is nothing more frightening than to be walking down a dark and empty hallway, stepping over heads and bodies, when SHODAN suddenly starts talking to you.

Adding the final element to the game's atmosphere is the Von Braun itselfthe level design is fantastic, perfectly capturing what it must feel like to be aboard an empty starship out in the depths of space. The usual areas, such as cargo and engineering, are all present, but there are also a gym, a shopping mall, and a movie theater (with the prices in the theater jacked up at least thirty percent), all of which add a frightening degree of normalcy. These are areas where people relaxed, shopped, and enjoyed themselves. And now all those people have been butchered and you are all alone. So very alone.

The only big knock against System Shock 2 is that is a bit of a system hog; even a system that matches our recommended specs will suffer a drop in frame-rate from time to time. If you're using anything much lower than what we recommend, you're going to notice a severe performance hit.

Just like the original before it, System Shock 2 is a unique and terrifying experience. Second chances this good don't usually come arounddo yourself a favor and experience this game. You won't regret it.