Fear is hearing the accounts of your shipmates as they either change into something horrific or struggle against those who have.

Fear is being caught between a dangerous child and a vengeful mother, with no way to keep either out of your head.

Welcome to System Shock 2.

Building on the excellent Thief model, Looking Glass and Irrational Games has created a sort of hybrid first-person shooter/role-playing game dripping with fear. From excellent graphics to incredible sound to a compelling storyline, there is no one part of this game that detracts from the whole. It is an extraordinary experience, one that will leave gamers begging for one more hour while dreading every second of it.

The game begins with the player choosing between three branches of the UNN, a futuristic military force. The Navy emphasizes technical skills like hacking and repair; the Marines are gung-ho warriors; and the OSA is a shadowy secret service that uses psionic powers. After choosing a basic type, the player is confronted with several "assignments" that further hone statistics.

After that, it’s on to the story. TriOptimum, the corporation that created the evil artificial intelligence SHODAN in the first System Shock, is back in public favor with the Von Braun, a new faster-than-light starship. The UNN still doesn’t trust TriOp, and so a warship, the UNN Rickenbacker, is piggybacked onto the Von Braun for its maiden voyage.

Soon enough, the player is wrench from cryosleep. All sorts of things have gone wrong, with the story gradually unfolding via voice logs scattered around both ships. It’s an effective and haunting way to reveal the plot, with several surprises that make it impossible to relate more here.

Sharing an engine with Thief, SS2 boasts an incredible enemy AI. The former game was all about sneaking around rather than directly attacking enemies — one false step, one loud noise, and guards would converge on the hapless burglar. SS2 is much the same; enemies are always out hunting the player, and one misstep can bring them running.

Luckily, there are plenty of ways to fight back this time around. Weapons mostly cover the usual sci-fi conventions, from everyday pistols and even wrenches to blasters and grenade launchers. This later expands to include — well, again, we can’t reveal too much.

An interesting addition is the psi power. This is rather like spellcasting, in that the player can upgrade psi software to allow for more and stronger abilities, from offensive blasts to boosts in other skills (like hacking) to outright invisibility.

The spellcasting analogy is apt because Looking Glass and Irrational Games has tried to merge role-playing with the usual FPS play. The player can complete the game using force, stealth or psionics, and can augment these skills throughout the game with cyber nodules, awarded usually for successfully completing mini-"quests." It’s fairly ineffective to try and spread the nodules out and become a jack of all trades — there are simply too few to allow for such a broad character.

SS2 also boasts an inventory system worthy of RPGs. This is important, because many puzzles require finding keys or chemicals and carrying them elsewhere for use.

The graphics are strong, and very often eerie, but for once play second fiddle to the sound. Sound is absolutely essential to staying alive, because knowing where that next turret or alien is hiding is a huge advantage. Better yet, the audio logs that unfold the plot are extremely well-acted, with only one or two exceptions. The player really feels the desperation or horror that unfolded from days to hours to minutes earlier.

This game has to go on the list of must-haves; it will alter the way FPS software is approached, forcing other companies to implement quality storytelling and broader characterization. Buy it today, human insect.