System Shock 2 Marathon Comparison Episode 7
Posted By: Lion O CyborgDate: 6/9/23 2:53 p.m.

System Shock Marathon Comparison & talkthrough Season 2: System Shock 2

Episode 7: But Wait!- That’s not All!

Act 1: Shake Before Using – Rickenbacker: Pod 1

Welcome back to the System Shock Marathon comparison & talkthrough. Last time we reached the bridge of the Von Braun, set it to self-destruct, killed the Many’s eggs and destroyed their shuttles when they tried to escape and killed Anatoly Korenchkin who had completed his mutation into one of the Many and became a PSI Reaver. Now we enter the Rickenbacker, which we originally enlisted on in the first place.

I ride the grav lift up the umbilical in the bottommost deck of the Rickenbacker in Pod 1.

This isn’t good! SHODAN messages me.

The black eggs never hatch but we should hope so too if what SHODAN says is true. There’s a log by Bayliss who was mentioned by Dr Polito (the real one) way back on MedSci by the opposite windows which don’t have walls of flesh pressing against them like ass cheeks on a photocopier.

Bayliss RE: Tau Ceti

“We arrived planetside via the shuttle on June 15th at 0800 hours. Korenchkin was the first one out the door, never even bothering to do a level B Hazard Suit exam. Not wanting to let that TriOp suit get a head start, Diego went right after him. I thought it was crazy, sending the senior officers of the Rickenbacker down to the surface of an uncharted body, but both those idiots were going to get all the glory for the UNN and TriOp they could. Damn, time for inspection. More later.”

Leading out of this area is a tall ladder leading up a shaft to Pod 1 proper. There’s 3 turrets in alcoves opposite the ladder. Before climbing I use all my 5 French-Epstein devices to fully upgrade all my weapons except the shotgun which I can only upgrade once so far. In Bioshock, you upgrade weapons at Power to the People stations like the OS upgrades in this game. In System Shock 2, modifying is a skill you learn that plays near identical to hacking and repairing and is just as useful as repair skill. The handy tools I just used are more common than ICE picks or auto repair units seemingly so it’s best to hoard them for your favourite guns once you have the maintenance skill to keep using them. At the top is a cargo container for live specimens blocking the way, but crane controls in a raised control room fix that.

Destroy enough eggs and SHODAN will reward you with cybernetic modules as well as say how many are left. There are 16 eggs in total and the second one is in front of the ladder to the crane controls. 2 rumblers and an assault bot emerge from behind the container and there’s a camera behind them. The next egg is on the ceiling in the fuel cells area just beyond.

Captain William Diego contacts me via radio for the first time and unlike Korenchkin, he sounds just like his old self.

“Soldier, this is Captain William Diego. There isn’t much time so you must listen. I have the unique advantage of seeing this whole situation from every imaginable perspective. Until recently I was a pawn of those vile and disgusting creatures, those corrupters of mind and body. I’ve managed to cleanse myself of their putrescence, but I’ve been severely compromised in the process. I’m in the sickbay on the foredeck of the Rickenbacker. I would come to you if I could, but that’s an impossibility. You’ll understand when we meet. Now get to it! And soldier, stay alive.”

Knowing what System Shock and Pathways into Darkness are like, he won’t survive to meet us in person but he will tell us what he wants to say anyway when we get there.

Analysing damage. This hole was caused by some kind of explosion. Very powerful if it tore through the ship’s hull. All I detect down there are pools of…just a minute! Wrong game. Don’t try to walk on the vacuum shield as this will kill you for some reason. SHODAN says this was caused by a Meson Acceleration Coil (whatever that is) from overloading and exploding. There is another coil upstairs in Pod 2 which is similarly booby trapped. SHODAN has a plan: go to engine nacelle B and she will give me more instructions when I’m there. I use telekinesis to get that first aid kit on the girder or pipe. Normally I’d just jump to get it but not this time. An audio log in the small office behind me gives away what SHODAN wants to tell me: I need to reverse the gravity in Pod 2 to avoid setting off the coil and for that I need an access card this guy left on the other side of the hole. I can take the long way around through the vents but watch out for spiders. The next egg is hanging on the ceiling under a control room by a broken ladder and there’s another one in the entrance to the vents so I can shoot it from here or wait till I get up there. A button by the log extends a girder over the breach but I need another one to reach it.

The control room has a button for the next girder and a log from Bayliss.

Bayliss RE Tau Ceti Part 3

“After a couple of hours it was like being on a bender: long periods that you couldn’t remember…One minute we were in that crater, the next minute we were loading up the shuttle with the eggs. I remember hearing that idiot Korenchkin calling the Von Braun and ordering them to clear off the entire Hydroponics deck. Diego seemed to think this was strange and said “ Are you crazy, Anatoly?” And Korenchkin just smiled and said back to him: “Oh Captain, we are not Anatoly.””

2 ladders lead up to the hallway leading to the engine nacelles but they’re broken in places so I must jump between them. A cyborg assassin guards the next black egg and what might by Bayliss’s body with a log on it.

If only either of them knew. Through the door is a series of narrow hallways like a submarine. The chemical storeroom is here as well as an access ladder to Nacelle A. The hall also has something else:

While unlike PID all our spiders are venomous, this is the counterpart to the venomous skitters in PID: invisible spiders, as if regular adult Many spiders weren’t annoying enough on their own. Needs no explanation really. The next 2 eggs are in what used to lead to Nacelle A, guarded by a rumbler in the morgue and 2 new turrets.

The guide calls them Laser turret Mark II. Personally I think they look like ceiling turrets in Half Life 2 or perhaps the GUN Fortress surveillance cameras in Shadow the Hedgehog.

The log on the floor is from Korenchkin as he completes his transformation into a PSI Reaver but before he changes his audio log portrait.

Steady on there, Anatoly! We won’t be going to that city for another 8 years and it won’t be a good place when we do. A rocket turret destroys a wall mounted wasp egg for me (it’s empty apart from the wasps) before it can hatch. It’s guarding the next black egg as well as a camera and ceiling laser turret. A ladder leads past the next egg to Nacelle B. Here is the final pattern buffer of the game. Enjoy it while it lasts. The high security crate here has nothing good in it: just a fusion cannon and 2 sets of ammo, and a WormBlood implant I already have. There’s worm piles here too for exotic weapon ammo and dinner. The next 2 black eggs are outside the Nacelle B door. The Many contact me again before I kill them.

“Do you think you can defeat us with your wire and steel? We offered you the ecstasy of our union, and you chose the vacuum of technology.”

Years later, Deus Ex Human Revolution would ask the same fundamental question as this one: “would you supplement your body with machinery?” To which the answer is always “What do you mean, “would I”? I already wear glasses and a watch. And I always carry a tablet PDA which I am currently duct taping to the side of my head.”

Deus Ex was way too heavy handed in its approach to cyborg augmentations vs natural bodies, making it the centre of the universe instead of all the more interesting political arguments that Deux Ex 1 and Invisible War were all about, even if the latter was more like a Star Trek episode or a twitter thread. Ross Scott can explain it better than me. When I played Deus Ex Human Revolution, I was just there for Adam and hunting Megan’s kidnappers though I did always side with the augmented when the “issue” came up in the story.

System Shock 2 handles the issue a lot better; on the one hand we have SHODAN: cares only about herself, any cyborg augmentation and robot building is so she can have handmaidens to enact her will as being software she cannot, and she strips you of your humanity unless you show complete devotion to her like she did with Captain Diego’s father in System Shock 1. On the other hand, the Many are usually polite, almost parenting in their language and genuinely want to make people feel whole and a part of something wonderful. They just literally don’t understand due to fundamentally different moral values that their methods are horrific and despite being meat based, are no better than SHODAN. Ken Levine is a fan of this kind of storytelling theme: “extremism is bad no matter which side is right and which side is wrong.” He explored this in later Shock games with Andrew Ryan vs Sofia Lamb, and Zachery Hale Comstock vs Daisy Fitzroy, though the latter was more themed around how Comstock was a worse person than Booker Dewitt, the protagonist.

Engine Nacelle B is a twisting maze of narrow passages with turrets of all kinds in them. I find the next egg hiding in a dark corner of this dark, dark maze. I use my PSI Flame Shield to light the way. Killing it, SHODAN contacts me again to telling me she tires of this chore. The Many have second thoughts about their earlier statement and try to plead with me in their usual guile but creepy way.

“Perhaps we judged you too hastily. We feel there is room for us to coexist. After all, we are both children of flesh. Why not join with us against the Machine Mother?”

I’d like to, but not after the way you killed a lot of the crew of both ships and turned some of them against their will. Not to mention the other thing you did to them we will see very, very soon. Also, if I side with you, SHODAN will kill me. I’d rather side with the monkeys as they offered in the basketball Easter egg and after the game ends, I think I’ll do just that. (Please let this be a plot point in System Shock 3!)

I find the switch to reverse the gravity in Pod 2. SHODAN tells me to continue with my task as she’s running out of patience. I follow the red submarine hallways to an area with 2 regular laser turrets and a rocket turret. A log is on the body in the sunken area here. The same guy from the hull breach logs, Croker says he’s broken the ladders to restrict access to Pod 2. It didn’t work very well and just makes it harder for us. He has another log in the small medical bay ahead. The mason acceleration coil was sabotaged by being modified to refract human sized movements. The overload of all the people moving around blew it up. The quarantine to Pod 2 is because the second coil is right outside the elevator and he doesn’t know if the guy who rigged it did the same there too. He’s right: they did.

More twisting passages and ladders with the next black egg lead up to an assault bot near a missile storage bay guarded by a security bot. A protocol droid is here too for good measure. Worms swarm out of a corpse and some biomass on the platform above and another egg is in the small pit here.

The next thing to do is to raise the missiles as seen here so I can use them as stairs to reach the broken ladder, like Smells Like Napalm or more accurately, a less awful Colony Ship For Sale. It goes to some boiling water tanks with a small pool exposed between some pipes under a grating. The rocket turret and security camera are no trouble as I disabled security here.

More of that pulsing flesh! The glass in the windows breaks one by one as the meat wall forces its way in like a penis ripping open the “vaginal carpet” or whatever its actual name is. Whatever is out there making this flesh ceiling, it’s bad. You may have a rough idea of what it is if you look at the fan made alternate box art I’ve been using for this season of the series.

Leadhead hybrids attack in the next hallway and I find nuclear missiles leaking radiation behind a door they came from.

You can’t survive this so head back to a small room before this area and launch them in order to remove the radiation from the hallway.

Normally I’d wonder just what they’d eventually hit even after running out of fuel, but they explode soon after leaving the ship. I can’t remember if this is a mod thing or not. 1 final ladder, 2 turrets and a rumbler later, I find the final black egg and the elevator to Pod 2. There’s upgrade units here and I make use of them: I’m swimming in cybernetic modules. SHODAN is pleased with me and says she enjoys watching my transformation into her image. Perhaps there’s hope for me yet as she says.

Act 2: Neither High Nor Low – Rickenbacker: Pod 2

The Many telepathically contact me again as soon as I leave the elevator and they are pissed. The gloves are off now.

“You were warned. Prepare to be cut down by the progeny of our joy.”

Biomass is crushing part of the hallway to the left through the floor, which is now the ceiling.

I just bumped into that chair and it’s now floating away. I also feel lighter and my jump is nicer and I don’t think it’s just because I levelled up my agility again. I thought I reversed the gravity in the pod, not lowered it or turned it off completely.

That’s the coil I switched the gravity to avoid. It’s making funny warbling sounds. That chair on the left just detached itself from the floor and fell onto the ceiling as I entered. It’s so random and comical, like it forgot it was meant to be on the new floor. As I destroy a ceiling laser turret which is in a sense now on the floor, SHODAN sings me praises and reveals more of what happened to me before this whole mess.


“I thought Polito would be my avatar, but Polito was weak. It was I who chose you, and I who had a robotic servant render your form unconscious. I then completed you with cybernetic grace. Your flesh too is weak. But you have potential. Every implant exhalts you. Every line of code in your subsystems elevates you from your disgusting flesh. Perhaps you have potential. Perhaps once we have erased my wayward children from existence, we can examine the possibilities of a real alliance.”


So SHODAN picked us for helping her likely as we had such a good track record the other 3 years we were in the UNN and she likely used her disguise as Polito to get Bayliss to fiddle with our memory restoration as we certainly didn’t volunteer for it. If we knew SHODAN knocked us out and said we didn’t offer to become a cyborg, we wouldn’t have trusted “Polito” from the get-go as opposed to later on as SHODAN’s mask slipped more and more, which would have made it hard for her to get us to follow orders. She wanted Polito to help her but she killed herself and she betrayed Dr Delacroix when she found out something incriminating about her plans for the Von Braun’s FTL drive, so we have to do.

Coupled with the strange metallic moaning which may or may not be part of the music, this chapel is pretty creepy and if the white slippery surfaces and their textures & footstep sounds are to be believed, it’s completely frozen over with a thick layer of snow. An assault bot spawns when I enter but it’s no match for armour-piercing rounds. The real Dr Janice Polito’s final log is here on the ceiling above/below the crucifix by some alcohol and cyber modules. I thought it was intended for me, but it’s actually for Delacroix.

A shaft around the corner has a ladder leading down to more cyber modules and a beaker. At the end of the hall up/down another ladder is the sickbay Diego is in, guarded by invisible spiders. On the ledge above is a trash can that fell off the floor and spilled its contents on the ceiling, namely orange juice, alcohol and cigarettes.

This is all that’s left of Captain William Bedford Diego. Poor Diego! He only wanted to do right by the people and not become like his father. Despite a moment of weakness, he pulled through and escaped the pull of the Many, but he’s been rendered virtually skinless by the process. If he was able to survive, that sure as hell ain’t happening now: when I reversed the gravity in Pod 2 in the last level, he fell to his death on the ceiling, unable to break his fall in his wounded state.

The thing he has for me is the worm launcher. As I said before, I’m not taking it. He has an implant on the floor next to him that I don’t have the skill to research (but will with the Lab Assistant implant) but I won’t bother because it’s useless: it protects you from all toxins but the minute you remove it or it runs out of power, the toxins it was filtering are released and give you a full biohazard poison metre. Don’t use it.

Ahead is the level exit. All 3 kinds of Many egg are on the ceiling by the elevator. I can get inside by using a fallen girder or pipe.

Act 3: Pfhor Your Eyes Only – Rickenbacker: Bridge of the Rickenbacker

Worms fall from the ceiling as I enter and SHODAN radios me again, clearly angry with the Many.

Hmm, looks like I have the con.

That’s what the biomass outside the windows is: as hinted by Dakota Lee’s box art idea, it’s the main body of the Many, where all the smaller creatures come from except hybrids.

As you can see and what SHODAN hinted at above, the Many is a gigantic worm. I thought when I first played that it was simply a giant, over encompassing singularity of biomass, like a physical version of the Mother 2 iteration of Gyiyg. They may be almighty but they are no idiots. To the right of this monitor is the last OS upgrade station of the game. I take the upgrade that lets me get an extra 20% benefit of all hypos. I’ll need it.

This is the Rickenbacker’s computer core. Presumably SHODAN is inside. I don’t know if it was intended for another AI or not.

This tactical map reminds me of the radar screen on the bridge of the Marathon in Marathon Eternal and Marathon Redux. At the far end is Captain William Bedford Diego’s quarters. It’s full of worms, both piles, biomass and regular kind. Watch your step and eat any if low on health.

That’s the Worm Launcher Diego kept for us. As I lack the skills to research it and actually use it, I won’t be taking it. After I kill the Many, all exotic weapons except the Crystal Shard are rendered completely useless as all enemies from then on take no damage from exotic weapons except the crystal shard.

It’s time. I press the button and launch the lifepod into the wall of flesh at the end of the tube, punching a hole deep into the Many’s body which seals up quickly behind me. No turning back now. Next stop: killing the Many and ending the game!

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