A first-person cyberpunk exploratory horror RPG and sequel to System Shock (1994) in which a soldier wakes up in the starship Von Braun in the aftermath of a disaster and finds himself in the midst of a conflict between SHODAN, the artificial intelligence antagonist of System Shock seeking mastery over humanity, and The Many, a flesh-based psychic hive mind led by the ship's corrupted AI.

The game takes place on board a starship in a cyberpunk depiction of 2114. The player assumes the role of a lone soldier trying to stem the outbreak of a genetic infection that has devastated the ship. Like System Shock, gameplay consists of first-person shooting and exploration. It also incorporates role-playing system elements, in which the player can develop unique skills and traits, such as hacking and psionic abilities.