System Shock 2

Genre: First Person Shooter
Release Year: 1999
Developer: Irrational Games
Publisher: Electronic Arts
Age Rating: 15+
Playability Status: Perfect
Tested On: Windows 7 x64, Windows 8 x64
Availability: Copyright retained - Still sold

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Modern day game players often complain that the first-person shooter genre has become a little stale. Constant updates of titles like Call of Duty and Battlefield offer new gameplay modes, but little in the way of innovation or new ideas. If you’re tired of the same old thing and want a completely different challenge, then you might want to look to the past and investigate the superlative System Shock 2. System Shock 2 is an utterly engrossing survival horror first-person shooter. Tasked with single handedly containing a genetic infection, you will need to explore and battle through the vast space station while conserving your limited supplies of ammo and other resources. Expect to be glued to the edge of your seat as you scramble for survival in a game that captures the tension and desperation of survival horror like few others.


To install System Shock 2, do not use the installer on the CD-ROM itself. Instead, use an updated installer called “SS2Tool” that the System Shock 2 fan community has created. Start by making a new directory on your system. You can use any location though the authors of the new installer strongly advise against using the ‘program files’ or ‘program files (x86)’ directories. The game should work in any directory as long as the folder permissions are set, but let’s keep things simple. For this example we’ll use C:\Games\sshock2. Create the Games folder on your C drive using Windows Explorer. Now, open the System Shock 2 CD-ROM in Windows Explorer. There are several folders in the CD-ROM and a bunch of files, but the only folder we need is the “SHOCK” folder. Copy this folder from the CD-ROM into your newly created games folder (C:\Games in our example). Once the folder is copied, you can rename it if you like. For this example we’ll rename the folder to “sshock2”, but you can use any name that takes your fancy. We’re now ready to use the SS2Tool to install the game.

The SS2Tool can be downloaded from the message board here. Before you start the tool, make sure your desktop is set to the resolution you want to run the game in. For most users this will not require any adjustment. Running the tool is easy, simply double click to start it. The tool will ask you what components you want to install. Leave all the options selected and select “Start Menu items” too if you want a short-cut to System Shock 2 on your Start Menu. Click on “Next >” and SS2Tool will then ask you where your System Shock 2 directory is. In our example, that would be “C:\Games\sshock2”, so click “Browse…” and point the installer to that folder. It’s now just a matter of waiting for the SS2Tool to work its magic. The tool will install the game and also install the latest patches, including a patch to let the game run in widescreen resolutions. Once this process is complete, read the next section before trying to start the game.

Cut scene playback problems

Important Note – Since the release of SS2Tool_v4.x, which includes the “NewDark patch”, cutscenes should play on all Windows machines. We tested this new patch on our newly installed Windows 8 machine and had no issues with cutscene playback. The information below is left here for reference only and now should not be needed.

One of the biggest issues we had getting System Shock 2 to run perfectly was with the games cut scenes or video scenes. The game uses an old type of video codec called Intel Indeo. Windows Vista and Windows 7 come with codecs in order to play this type of media, but for reasons unknown it’s not installed correctly by default. Furthermore, other multimedia software can interfere with playback of this media. The message board suggested installing the FFDShow package in order to fix media playback problems, but even after installing this we still encountered difficulties on one PC, leaving us with no alternative but to play the game without cut scenes.

The first thing to do is determine if you even have a problem. Start the System Shock 2 game by using the Start Menu shortcut or by running the SHOCK2.EXE file from within your games directory. Note that the game must be run as administrator (either by right clicking on the games icon and choosing “Run as administrator” or by selecting this option in the compatibility settings) or the cut scenes will never play. If the game crashes immediately then it’s probably due to a problem with video playback. You can confirm this by finding the file “LGVID.AX” in the System Shock 2 installation directory and temporarily renaming it (e.g to LGVID.OLD). Try to run the game again and if it now gets as far as the main menu, then you definitely have a video playback problem. Don’t forget to rename the LGVID file back to the original name before proceeding.

When the game gets to the main menu, you can click on the “Intro” option. The intro should now play, if it does not, then there’s still a problem with the video playback.

To fix the video playback problems, firstly we need to register the LGVID.AX file with Windows. LGVID.AX is not a codec but it does handle video playback for System Shock 2. It can be found in your System Shock 2 folder, in our example that is “C:\Games\SShock2”. To register this component with Windows, do the following:-

1) Open a command prompt in administrator mode by searching for “Command Prompt” on the Start Menu and then right clicking on the result and choosing “Run as administrator”.

2) Enter the following command into the command prompt. You can type it in manually or copy and paste it in:-

regsvr32 “c:\Games\Sshock2\LGVID.AX”

If you have installed Sytem Shock 2 to another directory, you will need to substitute c:\Games\Sshock2 for your chosen installation folder.

3) Press Enter and Windows should bring up a dialogue box telling you that the operation was successful. If it does not, double check that you got the path correct and try again.

You should now try the game again, if video playback problems are solved then stop there, if not, proceed to the next step.

You now have two options for fixing video playback. You can download and install the FFDShow package by using this link. Install the 32 bit version since the 64 bit version requires a 64 bit compatible media player and System Shock 2 is not a 64 bit application. Install FFDShow with the default options and then try System Shock 2 again. If the movies still won’t play, there’s one more thing to try.

If FFDShow doesn’t fix the movie playback problems, you can try Windows Vista or Windows 7’s own Indeo codecs. By running this command we are registering the Windows 7 or Windows Vista Indeo codecs ourselves. For some reason these codecs are present on new installations of Windows but are not activated. To activate them, open the command prompt as administrator (just like we did when registering LGVID.AX), now enter the following command if you are using a 32 bit version of Windows:-

regsvr32 ir50_32.dll

Or, if you are using a 64 bit version of windows:-

regsvr32 “%windir%\sysWOW64\ir50_32.dll”

You can type the commands or better still copy and paste them in. Windows should show the following message if the registration was successful:-

If it does not, double check that you started the Command Prompt as administrator and that you entered the correct command for your operating system.

You should now try cut scene playback in System Shock 2 again (remember, the game must be started as administrator in order to see the cut scenes). If you still can’t play them, then there is probably some other program on your computer conflicting with the Indeo codecs. At this point you can try uninstalling all your media playback and editing software. The only other alternatives are to play the game without cut scenes or to completely reinstall your operating system.

Tweaking sound options

Important Note – Since the release of SS2Tool_v4.x, which includes the “NewDark patch”, the game has been patched to use OpenAL sound natively, and using ALchemy should no longer be necessary.

If you have a suitable sound card, you should use the Creative Labs ALchemy software on your copy of System Shock 2 before you start to play, this will restore full surround sound capabilities to the game. This only applies to Creative Labs and EAX compatible cards, if you have a different sound card with similar software you will need to consult the documentation that came with your card. If your sound card is not compatible, skip forward to “Configuring controls”.

System Shock 2 is not officially supported by ALChemy but it can be added manually and will then work just fine. Start the ALChemy tool and click on “Add”. Configure the System Shock 2 profile as shown below:-

When you’re done, don’t forget to activate the profile you’ve just created. You should now start the game and go to Options/Audio. On the audio options menu make sure that the “Hardware Acceleration” and “EAX” Settings are both set to On.

Configuring controls

At this point you should now have a perfectly configured System Shock 2, that will play just like it did in 1999, but with widescreen support and a much higher resolution than was typically available at the time. If you’re used to modern FPS controls, which typically use the W,A,S,D keyboard layout, your next stop should be to reconfigure the controls from the Options menu. You may find that after doing this you are then unable to move items in your inventory. If this is the case, we recommend that you proceed to install the System Shock 2 mod manager.

System Shock 2 Mod Manager

The System Shock 2 Mod Manager is the easiest way to install user created mods and patches for the game. There are dozens of mods, but we’re only concerned with those mods that enhance the original games graphics or sound and fix known bugs but do not significantly change the core experience of the gameplay at all. If you want to investigate other mods feel free to do so, but we recommend playing the original game first. If you want to play the game exactly as it was in 1999 you don’t even need to install any of these mods, but you may still need the control options fix that the mod manager includes.

The System Shock 2 Mod Manager can be downloaded here. The link you should click is labelled “SS2MM_1.10_Beta_Build_0.0.4.048_installer.7z”. The file is a 7-Zip archive, this requires the 7-Zip software in order to extract it, if you’re not familiar with this program, see this tutorial for details of how to download, install and use it. Use the 7-Zip tool to extract the executable file and run it. Mod Manager will then install, you simply need to point it to your System Shock 2 directory (c:\Games\Sshock2 in our example). You can then launch it from the SS2MM sub-folder in your System Shock 2 directory or from the Start Menu by searching for “ss2 mod manager”.

A note about file extensions

In order to work with the Mod Manager, you are going to need to see the file extensions of certain files you download. By default, Windows hides this information from you, so we strongly advise you change this setting now. Click here for a tutorial on file extensions in Windows and how to show/hide them.

Start the System Shock 2 Mod Manager. Our copy of the Mod Manager with several mods installed is shown below:-

Of course, when you first start the Mod Manager the list of mods will be empty. The first thing you should do is open the tools menu and choose “Fix use-mode keybind file (user2.bnd)”. This will fix one of the most common glitches in the game that makes it impossible to manage your inventory. At this point you can stop and simply play the game if you desire, or read on for several mods that help enhance the original game.

System Shock 2 digitally remastered

Thanks to the work of the System Shock 2 fan community there are several completely free mods that improve the graphics and sound of System Shock 2 as well as fixing several long-standing bugs. For the very best experience when playing the game, we recommend installing all of them, but the choice is yours.

SS2 SHTUP (Shock Texture Update Project) – Upgrades textures (graphics). Install this mod first, download it from this page. Once the file has downloaded, locate it on your computer and rename it from shtup_beta6.7z to shtup_beta6.ss2mod. You will need the hide file extensions option turned off in order to do this. You can now add it to Mod Manager by double clicking on it, or by choosing File->Add Mods… within SS2 Mod Manager.

Once you’ve added the mod to Mod Manager, click on the mod in the list and choose “Activate Mod” from the top right of the Mod Manager window. Congratulations, you’ve now installed your first mod, using the same steps, install the following modifications to turn your System Shock 2 into the definitive version:-

CyberBlutch Rebirth 02 – Installs upgraded textures for some of the enemies, download it here.

SS2 Straylight ADaoB (Anomolies, Discrepancies and outright Bugs ) – Fixes several known bugs and anomalies. Download it here.

SS2 Schatten SHMUP (Shock Music Update) – Improves the quality of the music in the game, download it here.

Tacticool Weapon Replacements – This is actually six different mods that replace the weapons (just the graphics for the weapons, not any other characteristics that affect gameplay). You can download them here. Important – Make sure you download the pistol modification that is compatible with the ADaoB mod, the file should be named “TC_Pistol_ADaoB028-compatible_v1.1b.ss2mod”.

With all the mods installed, your Mod Manager window should now look like the one shown in our screenshot above. Congratulations, you now have the definitive version of System Shock 2 and you’re ready to tackle this fantastic fist person horror game.

Multiplayer, technical support and thanks

A big thank you to the community at for their invaluable resources for System Shock 2 players new and old. Virtually all the information in this article was originally found on their forum. If you’re interested in playing the game in multiplayer, you should check the thread on here. even offers players free technical support for the game (you might even see some of our posts relating to video playback on there). It’s a great community that is helping to keep this classic title alive, so be sure to visit them.

One comment

  1. Arclite says:

    One of the greatest games ever made. With mods, still a worthy experience. Finally available on as of Feb 2013.,

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