Behind the scenes of System Shock 2


For all the love that BioShock receives these days, it’s easy to forget there was another title released years earlier that first introduced many of the elements that made the words ‘Rapture’, ‘Andrew Ryan’ and ‘Would you kindly?’ some of the most powerful in the industry today. System Shock 2 implemented that careful blend of RPG and FPS that BioShock so often gets credited for, simply by virtue of System Shock 2’s relative insignificance upon its release – it’d be remiss to point out that the title didn’t do particularly well at retail, despite the high praise it received from critics.

But there’s an interesting story hidden within the game’s development; for Irrational Games – a recognisable name, despite its recent closure following Bioshock Infinite – System Shock 2 was its first project, its chance to prove to the world who this small team of ex-Looking Glass members were and what they could do given the right setting and the freedom to craft a narrative.


“The three founders of Irrational were myself, Ken Levine and Rob Fermier,” says Jonathan Chey, project manager on System Shock 2. “We all originally worked at Looking Glass. We worked on the same project together and that’s how we met, and when we were there we kind of got to know each other. After we had left we decided to get together to try and start our own business, which became Irrational Games.” For the first few months of its inception, Irrational Games began work on another project elsewhere before, as Chey explains, it was “yanked out from underneath us.” He adds: “We had no income stream, we hadn’t shipped anything and it was just three of us working out of our bedrooms.”

A lucky result, then, that a discussion with Looking Glass – the team’s previous employer – had come about. “They [Looking Glass] had picked up a deal with EA to develop three games, one of which went on to become the first game in the Thief series and one of which was a flight simulator that became known as Flight Combat. The third obviously went on to become System Shock 2. They didn’t really have the resources to do it internally so we discussed it and eventually that became System Shock 2 in a kind of roundabout process.” But this title wasn’t planned to be a sequel, the contract with EA simply stating that it would be a sci-fi game of some form.

“When it was originally being discussed it had a name attached to it,” says Chey, “which was ‘Junction Point’. Some work had been done on it by Looking Glass’s Austin Texas studio, which was being run by Warren Spector. Then I think they decided that maybe they wanted to leave and start their own studio, and went on to produce the first Deus Ex game.” Looking Glass co-opted the efforts of Irrational Games, believing the team would work on Junction Point. “I remember seeing some design documents or something like that,” says Chey, adding that though little work had been done, there were some elements to it already. “I think it involved some sort of hub – the junction point – where you went on various missions,” says Chey, “but we liked the idea of doing a System Shock sequel so we put together a pitch for that and got Looking Glass interested in it.”


Though the original System Shock hadn’t sold especially well – which EA had published and owned the rights to – it still offered an element of innovation within the FPS genre. It utilised sprites and featured no mouselook controls – akin to the likes of Doom at the time – but still created a simulated world with unique, if fiddly, control schemes to allow for crouching and leaning. Irrational Games wanted to really focus on the RPG elements with the sequel, and bring the idea of player choice to the fore. “In some ways we felt like it was continuing on not just from System Shock,” says Chey, “but also from the Ultima Underworld games, which Looking Glass worked on as well.”

This would be the central pillar around which System Shock 2 was built, giving it a much deeper level of play than the typical FPS was offering. “This was around the time that the original Half-Life was being developed and a lot of the other players in the shooter space were very action orientated, and we wanted to try to make a much deeper, more engrossing game. We didn’t have an enormous budget but role-playing systems were generally cheaper to develop than doing really, really complicated simulations.”

Of course, much of those simulation elements from the original System Shock carried over, but not entirely because of the game’s heritage. Looking Glass was in the midst of developing Thief, and alongside it the Dark Engine; Irrational Games was given access to this engine to develop System Shock 2, and by virtue of the software’s features, much of the simulation elements were able to be easily included. “We knew that technology was going to be available so we decided then that we were going to take advantage of it,” Chey explains. “So the System Shock monsters walk around the level, they can hear sounds, they have vision cones so you can sneak up behind them, if they think they see you they’ll search around for you… so all that stuff kind of came out of the AI that had been developed for Thief.”


Chey adds that the engine’s systems and features were all tuned to “provide a different experience,” enabling a more combat-oriented game than the stealth-heavy Thief. “We wanted a game where there were opportunities to optimise your combat situation rather than just running in and blasting everything – which was kind of standard at the time,” says Chey, highlighting just how different System Shock 2 was intended to be.

“It can be quite scary working in an area where there aren’t any success stories,” Chey says of the challenge of approach something in a totally new way. “You can’t say, ‘this is going to be like Unreal, only better.’ That’s actually a very difficult thing to do. I think it’s mistake that a lot of developers make – you know, it’s very hard to dislodge someone that is very dominant in a particular genre.” Chey adds that working in an “unexplored part of the space” is especially difficult for a number of reasons.

“You don’t have a lot of examples to draw from on how it should be done,” he says, “but then there’s always a worry that maybe the space is unexplored because maybe people don’t actually want to play a game like this. So we didn’t really know that.” Despite all the ambition, however, Irrational Games still wanted to make a game that was beholden to the original, one that was at once in keeping with the strengths that Looking Glass had created prior but modernised. The gap between the two games – five years by the time the sequel released – was large enough that huge strides in technology, and therefore videogames, gave the team an objective list of improvements that needed to be made.

“We knew there were things we liked about it and there were things we were less keen on,” Chey tells us. “I think there had been some major innovations in the first-person shooter genre since the first game shipped. For example, the original game didn’t have mouselook. You would steer your character around with the keyboard and you would move the aiming reticle on the screen with the mouse.”

ss2_04Chey adds that Looking Glass had been “very keen” on the inclusion of leaning as a thing you could do in a first-person shooter: “You could lean and duck [in the original] and you did that with the little image of character in top right of the screen with a bunch of nine different divisions and you’d click on them to control angle. It was kind of clumsy, because it was early days. So we kind of wanted to bring the game up to speed, with how first-person shooters were controlled.” The team, with the new Dark Engine, was also able to modernise the visuals; in fact, it was a necessity if it was to match its contemporaries at all.

“But then there were just things that were in the original game that we just thought were really cool and that we should keep them, but we had to find out a way to best implement them.” As a particular example Chey drew attention to the original game’s freedom to backtrack through the environments, a facet that was also implemented into System Shock 2 and, later, BioShock. “That was a huge part of the original System Shock, and we continued that so there was an elevator and you can go back to different levels if you want to and pick up an object you couldn’t get on your first time through. We wanted to keep things like that to see whether we could improve them, I guess.”

nnn This all tied into the freedom of choice that System Shock 2 was to impart onto the player, an idea that was – for the most part – hugely novel for the first-person genre. The RPG mechanics meant that from the outset a player could decide not only where to go and when, but also how to fight and what skills to improve. Would you become a hacker intent on bypassing enemies through locked routes? A gun-wielder hoping to take the fight directly to the monsters of the Von Braun? Or would you utilise the numerous psychic abilities to gain an advantage in the fight?

“I mean, that created a lot of mind-bending problems when the player is not locked onto a path,” says Chey of the game’s freedom. “It’s obviously harder to do than scripted events like in modern shooters, which are very highly reliant on scripted set-pieces – like, maybe you walk into a room and a helicopter comes in and shoots rockets at you and a tank comes in and explodes, you know, all that kind of stuff. It’s all scripted, set-piece kind of stuff. That’s obviously much harder to do in a game where you don’t know which door the player is going to walk into the room through. We had a couple of set-pieces, but most of our attention was on building a bunch of missions that could be done… not in an arbitrary order, but certainly there were different permutations that they could be done in, and that added work to the project.”


Despite the gameplay improvements that Irrational Games wanted to bring to System Shock 2, however, there was a single, core idea that the team had decided was important to work with. It wasn’t anything to do with the original’s systems or its simulation, but instead its story – more specifically, its lead antagonist: SHODAN. “We had different objectives, but of course the goal was to pick up on the most interesting things in the original story and the narrative – which we thought was SHODAN, your antagonist who we thought was a great character.” But SHODAN was implemented as so much more than just a character to deepen, but instead an aspect of the gameplay itself.

“One of the things that we really liked about SHODAN was that, unlike a lot of game villains who just appear in a couple of cutscenes and there’s an end of level boss fight, you kind of feel you have a relationship with SHODAN that develops during the course of the game, and you get to know her and she interacts with you. One of our favourite things from the original game was how SHODAN would talk to you and threaten you and something would actually happen as a result of that.” To build further on this aspect, Irrational implemented a “kind of love/hate relationship with her” where, depending on your actions, you would be reprimanded or rewarded by the omnipresent AI. Chey highlights how future games came to adopt this kind of relationship between antagonist and player, such as GLaDOS in the superlative Portal or even the developer’s own Andrew Ryan (and later Atlas) in BioShock.

It’s amazing to consider just how innovative System Shock 2 was, especially for its time. It introduced so many elements into the first-person shooter genre that just weren’t being considered, and improving on the foundation set before it by Looking Glass in the original. But it’s especially awe-inspiring considering the situation with which it was developed: a small team, with a small budget and even less experience. “It was a very small team,” says Chey. “It was no more than 15 people, Irrational itself was probably only fewer than 10 people and we had a few Looking Glass people that were loaned to us for the duration of the project. We didn’t have a lot of experience. I mean, I was the project manager of the game, and I had never managed anything. My previous job at Looking Glass was as an AI programmer, so I went from two years of experience doing that into project management. And I wrote the AI for System Shock 2 as well. Ken was the lead designer and he’d never had a lead design role before. And then we had a bunch of people we had hired, and most of them I would say it was their first job in the industry.”

For such a team to produce a game as well-revered as System Shock 2 was unusual at this point, by now the industry had begun to settle into a routine and – by and large – new games and projects were being designed by reputed developers. Not so with Irrational Games. “It was terrifying,” recalls Chey. “I don’t know about Ken and Rob but I was terrified, because I was in charge with shipping this game and I’d never done that before. It was imperative for us. There was a lot of money, it wasn’t a lot of money for game development but for us it was a lot of money and it just seemed like the situation was going to turn out pretty badly – that it was an opportunity to really mess it up.”


Chey goes on to explain that Irrational was mostly insulated from the financial pressures and expectations – “we were building it for someone else,” he explains – but that didn’t mean there wasn’t anything at stake. For one thing the financial success of Irrational Games relied on it, but it was the developer’s opportunity to stake its claim in the industry. “For us we wanted to make a really great game to prove we were a great developer so we could go on to bigger and better things in the future,” explains Chey. “We kind of knew that it was very unlikely that we would get rich from making System Shock 2, but it was kind of proving ourselves – you know making our name as a developer, and in that sense it sort of set us up for the rest of the things that we were able to do at Irrational.” Without System Shock 2, it seems we might never have seen many of the great titles the developer would later go on to create.

Even with the developer’s ambition, however, it was by no means a surefire success. “I did enjoy playing it,” says Chey, “and I remember playing it actually after we sent off the final gold master and I actually had time to sit down and play, and I did kind of think ‘wow, this is actually pretty good. This is good, right?’ When the reviews came in I was completely over the moon. I was shocked that people liked it as much as they did.” Even so, Chey recalls that System Shock 2 and the games that Looking Glass created were “always quite bad up until about a month before they shipped,” owing to the number of different elements included into the game. “Those games are always one step away from being a disaster,” he says with a laugh, “there was no point when I was working on it when I thought ‘oh yeah this is going to be fantastic’.”

As it turns out, the effort was worth it, and though it wasn’t a massive seller at retail, it still received great reviews from critics. Despite the fondness with which Jonathan Chey remembers his time working on System Shock 2, there’s a poignancy to his final thoughts – Irrational Games was a team up against it – a low budget, very little time and a lack of experience. Yet here was a developer-driven team determined to prove themselves. “It’s the hardest I’ve ever worked in my life,” says Chey, “I will never work that hard again – I don’t think I’d be capable of it.”

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Behind the scenes of System Shock 2