Sarge's Gaming Workshop

Game Design and Analysis

System Shock 2 Setup Guide

Published on July 24, 2023

Tags: System Shock 2


System Shock 2 is regarded by many as a masterpiece. For the most part, this praise is deserved.

However, while it’s atmosphere, sound design, and immersive sim elements are superb, it’s overall gameplay and balance leaves a lot to be desired. The AI has a number of oversights that allow it to be easily exploited and defeated with little effort once these exploits are learned. The game has also aged rather poorly from a graphical standpoint, as many of the models and textures are extremely lacking in detail and low resolution, even for games of the time.

Luckily, several mods have been created to address these problems, as well as other issues with the game. This guide exists to document how to install these mods (as well as other tweaks) in order to make a balanced, good looking, vanilla-friendly and well-rounded System Shock 2 experience that follows the original vision without many of the problems of the original - it’s the game as you remember it, not as it actually shipped.

All of the mods in this guide have been confirmed to work together (except Secmod), and you can find a sample load order at the end.

This guide is designed for first-time and veteran players. Mods that are not intended for first-time players are labelled as such.

An empty corridoor

Creating a Baseline Setup

The first step is to install the game and ensure your installation of System Shock 2 is patched with SS2Tool.

Once patched, you should run ss2bmm and launch the game, to ensure everything works.

Once SS2 is installed, patched and tested, you should install the Shock Community Patch mod.

To install mods, launch ss2bmm and click “Install Mod Archives”, then select the downloaded mod archive, or extract the mod to a subfolder of the BMM folder within your System Shock 2 installation folder.

The Shock Community Patch is designed to fix longstanding bugs and issues with the game, while introducing a small amount of cut content in places where it makes sense (such as a small area of the bridge that was previously blocked off).

The Shock Community Patch also introduces some questionable gameplay changes, which will be covered in a later section of this guide.

Fixing some Oversights

While the Shock Community Patch does a good job fixing a lot of bugs, there are still some minor issues that remain. The following mods address some of these remaining issues:

  • Olfred’s Fixed Objects fixes up some object problems, such as missing polygons or misaligned textures.
  • Rickenbacker Automaps adds automaps for the Rickenbacker levels. Rickenbacker Automaps will be labelled as a conflict with SCP in the mod manager. This is okay. Rickenbacker Automaps contains all the relevant changes from SCP, making it compatible. It must be loaded at a higher priority than SCP.
  • Portrait Fix fixes some character portraits having the wrong uniform colours and other minor issues. Install the SCP version.

It may also be worth installing a few basic Quality of Life mods designed to make the game feel more modern and streamlined without affecting the gameplay.

  • Quest Note Notifiers adds “Note Added” prompts when quest notes are added. Use either version.
  • Hud Logs adds on-screen prompts showing portraits for incoming emails and logs.

Hud Logs
The Hud Logs mod showing an incoming email from Polito

Improving Default Settings

While it’s possible to play the game with no graphics mods or adjustments, it’s highly recommended that at least some basic configuration is done to fix HUD Scaling and other issues.

Fixing HUD Scaling

System Shock 2 has HUD Scaling disabled by default. As a result of this, the UI will often look extremely tiny, and may be completely unusable on larger resolutions. To enable it, open the cam_ext.cfg file in your System Shock 2 install folder and remove the ; character in front of d3d_disp_scaled_2d_overlay 64.

Disabling Texture Filtering (Optional)

By default the textures in the game have a very blurry look. This was the standard for the time. If you prefer textures to look more sharp (and pixelated), open the cam_ext.cfg file in your SS2 install folder and change tex_filter_mode 16 to tex_filter_mode 0. This will restore sharp texture detail but at the cost of introducing a lot of aliasing. To fix this, enable multisampletype 8, and enable supersampling on your GPU. For nVidia cards, this can be done using NVIDIA Settings.

With these settings applied, my NVIDIA Settings application looks like this:

NVidia Settings
You should ensure you are changing settings for ss2.exe, not shock2.exe

You can see a comparison between these settings here:

Comparison Image
No HUD Scaling, Texture Filtering Enabled.
Comparison Image
HUD Scaling, Texture Filtering Disabled.

HUD Alpha

By default, System Shock 2 makes the HUD slightly transparent. You can tweak this value by editing cam_ext.cfg in your SS2 install folder and editing the d3d_disp_2d_overlay_alpha value. By default it’s set to 0.9, but values of 0.7-1.0 generally look very good.

Installing Graphics and Sound Improvement Mods

There are numerous graphics mods available for System Shock 2 to improve it in numerous ways. The mods here are a matter of personal taste, some people may prefer a more vanilla look.

Swap HP/Psi Colours

Most modern games use red to represent HP. System Shock 2 instead uses green, with a red bar for PSI.

The Swap HP/PSI Bar Colours mod swaps both bars, which makes the interface feel more modern and in-line with modern design principles.

HP Psi Bar

Interface and Object Textures

The SHTUP mod improves many of the interface, object and environment textures throughout System Shock 2.

Nice looking screens
SHTUP adds many nice looking screens

Terrain Textures

The Four Hundred (400) mod improves terrain textures throughout System Shock 2.

Four Hundred and SHTUP mods in action
The SHTUP and Four-Hundred mods look very good with texture filtering disabled


In vanilla System Shock 2, shotgun hybrids are modelled in such a way that their shotgun is permanently attached to their body as part of their model. The shotgun is also extremely low quality.

This looks especially strange when looting their shotguns from their corpses, as they will still appear to be holding it.

RealSG changes this so that Shotgun Hybrids hold shotguns as a separate model, which allows for much higher quality graphics (it will use the model of the regular shotgun), and will be removed when you loot their shotguns.

RealSG can be downloaded from the SCP mod thread.

Distinguishable Implants

The vanilla game has a minor graphical oversight where several implants share the same colours (BrawnBoost and EndurBoost are both Red, SwiftBoost and ExperTech are both blue).

To fix this, use the Distinguishable Implants mod, which ensures every implant has a different colour.

Distinguishable Implants Comparison

You may also be interested in the Green Rad Hypo mod as well, especially if you suffer from colourblindness.

Distinguishable Patches Comparison

High Quality Music

By default, the music tracks in the game are recorded at very low quality. The Vintage Song Remake mod updates the in-game music to be significantly higher, by using samples from the game’s soundtrack. The music in System Shock 2 is very good, it’s recommended to install this mod and ensure music is not disabled in the audio settings.

A Note about Rebirth

There are many guides out there which mention the Rebirth mod, and many consider it mandatory or a straight upgrade from the originals.

While this mod is certainly very popular, many of the models do not follow the same designs as the originals, and as such I do not recommend using it.

If you decide to use Rebirth alongside RealSG, you will need to use the Rebirth version of RealSG, rather than the version available from the SCP thread.

Here are some comparison pictures showing the differences between Rebirth and the original models (Left is original, Right is Rebirth):

Pipe Hybrid
The Pipe Hybrid.
Shotgun Hybrid
The Shotgun Hybrid.
Cyborg Assassin
The Cyborg Assassin. Oh how they massacred my boy!
The Rumbler.

Other Graphics Mods (Optional)

Here is a list of other mods which are worth looking at, install at your discretion:

  • Vurt’s Flora Overhaul adds much higher detail to plants.
  • Vurt’s Organics for higher quality eggs and other effects. It is not recommended to use the slimey eggs or the biomatter addon (higher quality biomatter is already included in SHTUP).
  • Vurt’s High-Res Space adds much higher quality space textures. Please note that Four Hundred also adds higher quality space textures.
  • Migraine Cyberspace adds much higher quality textures for cyberspace. Use the No Env Map Version.
  • I have created a mod to allow multiple Laser Rapier colours
  • For a completely redone arsenal with proper hands for each weapon, use the following mods:

The Tacticool Laser Pistol
The Laser Pistol from the Tacticool Weapons Pack
Eldron’s Psi Amp
Eldron's Psi Amp

Improving the Gameplay

Once the Shock Community Patch is installed, along with the other mods recommended in the previous sections, you should have a modernised System Shock 2 installation. However, longstanding issues with the gameplay design and balance still remain.

Fixing the Most Glaring Balance Issues

Out of the box, SS2 doesn’t have particularly great game balance. It’s highly recommended to install the following mods.

  • Repairman, adds additional utility to the Repair skill, which is mostly useless otherwise.
  • SCP Balance Revert reverts some changes made by SCP, the most important being the Powered Armour changes. This is not needed if using any of the more comprehensive balance mods, see the next section

A Note About Balance Mods

Even with SCP and the most important gameplay changes, the original game is still quite unbalanced. Some skills (Maintenance, Hacking) are far better than others (Repair, Research), various PSI disciplines are either difficult to use, mostly useless, or extremely overpowered (in the case of Localised Pyrokenesis), and some weapon types (Standard Weapons) are far more useful than others (Exotic).

Many first time players may want a very vanilla experience, but some first time players may still be interested in having a more balanced experience for their first playthrough, especially considering some of the pitfalls that can arise from ignorantly choosing mostly useless skills for their build. If you’re a veteran or you’re interested in having a more well-balanced first playthrough, you are highly recommended to install the balance mods recommended by this guide. First-time players looking for a more vanilla experience should instead skip to the Mod Load Order section.

Install Rebalanced Skills and Disciplines

The Rebalanced Skills and Disciplines mod is designed as a comprehensive rebalance of the games core systems, weapons, items, and other aspects of the gameplay, and tries to be as faithful to the original intentions as possible. Rebalanced Skills and Disciplines can be used by new players without significantly changing the experience. Among it’s many features are:

  • A complete rebalance of all skills. Hack is now less useful at level 1, with security computers requiring Hack 3. Standard Weapons are far less ubiquitous.
  • Rebalancing of O/S upgrades. Tank gives damage resistance rather than health, Pack Rat allows stacking junk.
  • Reorganisation of the Heavy tree. Now the Stasis Field Generator is the basic weapon, with the Grenade Launcher as tier 2. Ammo/Weapon availability has been adjusted to match.
  • A complete overhaul of the Modification system. Armour can now be modified. All weapons allow 6 different modification choices (3 per tier) with different tactical advantages.
  • Research is no longer front loaded, organ research requirements go up with higher tier enemies rather than all being researchable at level 1.
  • PSI Abilities re-arranged in tiers to address issues with tier balancing (Tier 4 being better than Tier 5, etc).
  • Wearing armour confers a speed penalty, dependant on Strength, allowing lower-tier armours to remain viable for players with low strength.
  • Final boss fight reworked and made significantly more difficult. No longer able to win using only ICE Picks.
  • Much, much, much more. Please see the linked forum post or watch the video below for more information.
  • The balance of Rebalanced Skills and Disciplines was designed around the use of Repairman.

Alternative Option - Secmod

Secmod is a much older mod designed to fix many of the same aforementioned gameplay issues with System Shock 2, while also making the game much harder and introducing a lot of new features. Secmod is not faithful to the vanilla gameplay, by it’s core design. It’s designed to make the game harder and more complicated, and adds a lot of extra features.

Secmod is not designed for new players.

Secmod is an alternative to SCP, Rebalanced Skills and Disciplines, and all other gameplay mods. It can only be used by itself - none of the other gameplay mods in this guide are compatible with it, including SCP. If you intend to use Secmod, do not use any of the other gameplay mods from this guide.

Features of Secmod include:

  • A new and overhauled weapon modification system allowing for up to 20 unique configurations for each weapon
  • More uses for the Repair skill to fix spent batteries, power stations, lockers and more
  • New weapons, including a Smart Gun, Plasma Uzi, and Flamethrower
  • Throwable inventory grenades and wire puzzles return from System Shock 1
  • New chemical crafting system for armor customization and enhanced ammo and grenades
  • Reworked O/S upgrades, such as enabling headshots with Sharpshooter and crafting combinations with Tinker
  • Much harder difficulty overall, much tougher enemies with new AI behaviors
  • New ambushes, obstacles, and gameplay scenarios across the game
  • A new map, added to the Hydroponics deck, based around puzzling/atmosphere rather than combat
  • Much, much, much more. Please see the linked forum post or watch the video below for more information.

Improving AI

System Shock 2 has extremely exploitable enemies. For instance, the player can run backwards and attack Hybirds and Rumblers in melee range with total impunity. The player can also crouch beneath midwives melee attacks. Hybrids will often swing pipes extremely slowly, leaving them open to being quickly killed. This undermines the difficulty of the game and results in extremely cheesy tactics.

The Scary Monsters AI Enhancement mod rebalances enemy attack speeds, fixes many of the AI issues, and makes the enemies more responsive to the player. This results in far more fearsome opponents that still feel as they did in the originals. No new attacks are added (except moves which SHOULD have been attacks, but weren’t, such as the spiders downward thrust), and results in a lot more strategy and care being required while playing. Agility is also far more useful, as is Strength.

The video below outlines the features of Scary Monsters.

Scary Monsters additionally comes with a module to add Laser Rapiers to Cyborg Assassins. This gives them a potent melee retaliation attack when cornered, making them far more dangerous. Installing this is highly recommended.

Improving the Security Systems

The Security mechanics in System Shock 2 are very lackluster. Cameras pose almost no threat, taking a long time to fully detect the player while being extremely easy to destroy quickly. It’s common for veteran players to complete the entire game without setting off a single alarm.

Alarming Cameras changes the security gameplay, such that destroying cameras will set off alarms, unless the camera is disabled. Cameras can be disabled by hacking the security stations (Requires Hack 3 with Rebalanced Skills and Disciplines), stunning them with the Stasis Field Generator, or using the Remote Electron Tampering PSI power.

Alarming Cameras requires some manual steps to install when being used with Rebalanced Skills and Disciplines. Please follow these steps in order to install Alarming Cameras:

  1. Install Alarming Cameras in the Mod Manager as normal
  2. Click Open Mods Folder in the mod manager and open the SS2-RSD folder
  3. Copy psihelp.str from the ALARMING_CAMERAS_FIX folder into the SS2-RSD/strings folder.
  4. Click yes when asked to overwrite

Additional Gameplay Mods (Optional)

After installing the other gameplay mods, you may still wish to explore additional ones. Here are a few which I have used in the past, or currently use but can’t quite recommend for the average player:

  • Inventory Fumbler removes some of the convenience from System Shock 2 - looted shotguns must be manually unloaded, recharging items at a power station must be done manually, and other inconveniences. This mod is interesting because it can introduce new challenges for veteran players, such as getting stuck at a recharging station recharging multiple items while enemies are closing in. It’s not recommended for most players.
  • QBR Breaker disables QBR Machines. While many people don’t have an issue with these, I find them extremely exploitable, and feel that they detract from the game.
  • Health Bar Mods (Vague version) adds a degree of uncertainty to fights by making it less obvious when an enemy is one hit from death, which can add interesting gameplay dynamics.
  • Droid Immortality Protocol extends repair functionality to bots as well, allowing them to be converted to your side once destroyed. I feel this mod makes repair a little too powerful, so I don’t use it.
  • Alternate Start is recommended for players looking for new experiences and new build options. Do not use this unless you’re already very familiar with the game.
  • Cutscene Skipper is designed to save time for experienced players. Do not use this unless you’re already very familiar with the game!
  • I have also created various mods which aim to make the game more interesting for veteran players and reduce the level of exploitability
    • No Keypad Cheese prevents players from using keypads until they canonically know the relevant code, preventing sequence breaking.
    • SS2 Randomiser opens up new challenges for people already familiar with the enemy and item placements and who have preset routes or strategies. Be sure to also use the RSD addon!

Mod Load Order

In general, mods should be ordered as follows (highest in the list is highest priority):

  • SS2 Randomiser RSD Patch
  • SS2 Randomiser
  • RSD
  • Other gameplay mods
  • Repairman (must be below RSD)
  • Alarming Cameras (must be below RSD)
  • Scary Monsters
  • Portrait Fix
  • RealSG
  • Graphics Mods
  • Rickenbacker Automaps
  • Olfred’s Fixed Objects
  • SCP at the bottom

Note: Rickenbacker Automaps will report a conflict with SCP in the mod manager. This is okay and everything will work correctly.

It is critically important that SCP is placed at the bottom of your load order, then Fixed Objects, then SHTUP. If these are not in the correct order you WILL run into issues.


If you have followed this guide, you should now have an up-to-date, good-looking, balanced version of System Shock 2. Previously overpowered and mindless strategies should be a lot less viable, meanwhile previously underutilised strategies, skills and weapon types should be much more viable.

An incomplete playthrough using a similar load order can be viewed here: