The Tomb Raiders: How Nightdive Studios Brought Back System Shock

Otherside Entertainment just revealed a new look at System Shock 3 at this year’s GDC. However, it’s actually another company called Nightdive that’s responsible for bringing the franchise back from the grave. Here’s how they did it.  This feature originally appeared in issue 281 of Game Informer.

In 1994, a Cambridge-based developer named Looking Glass Technologies released System Shock, perhaps one of the most influential games of its time. The game combined first-person shooter with role-playing systems, encouraging the player to proceed with caution through a space station’s dangerous corridors and think carefully about their every move. In 1999, Looking Glass released a sequel shortly before closing its doors; Irrational Games, which worked on System Shock 2, carried on the design of the series with the critically acclaimed BioShock. Now nearly 13 years later, a Kickstarter for a remake of the original System Shock has raked in over a million dollars, and a third game in the series is being developed by a team made up largely of developers who worked on the original.

The roads behind the series’ sudden resurgence lead back to Nightdive Studios, a small and dedicated team that has, up until this point, dealt solely with acquiring older games, like Turok and The 7th Guest, and making them playable on modern PCs.

Four years ago, Stephen Kick and Alix Banegas were on a trip of self-discovery in Mexico and close to broke. Now not only do they have the keys to the System Shock franchise, but they’re remaking the original from the ground up. How they got there is quite the story.

In Search Of Something New

Both Kick and Banegas had been working as character artists for Sony Online Entertainment for a few years before deciding to head off in a new direction. “Alix quit and started her own plushie business,” says CEO Stephen Kick. “She did like video game plushies and ended up doing stuff for DOTA 2. During that time I was kind of like a higher up for the character design on Planetside 2 and we just had so many ambitions and wanted to make our own games, and just didn’t want to be in a corporate environment anymore because it just sucks it out of you after a while.”

The pair quit their jobs and packed up the car before heading down to Mexico with no concrete plan except to just wander for a bit. “We crossed the border into Tijuana and just kept on going, all the way across Mexico,” recalls CFO Alix Banegas. The two were in Guatemala when Kick tried to play System Shock 2 on a notebook laptop he had brought along to revisit some of his favorite games, but quickly encountered obstacles.

“I was carrying the CDs and installing the game, and I’m getting all these errors right off the bat,” he says. “So immediately I go on the internet and start looking for fanmade patches, just anything I can get to get the game running again. I go on, it’s gotta be there, and it’s not. There’s no legal way to purchase this game. There’s no way to play it on anything newer than Windows XP. And the whole experience just opened up this sort of mystery trail: This is one of the best games ever made. How is there no way to play it?”

That question eventually led Kick and Bane gas to form their own business dedicated to letting customers play games thought to be lost to the ravages of time.

Taking The Plunge

Kick spent some time researching why System Shock 2 was unplayable on modern systems. He discovered both a growing demand for a playable version of the game as well as the identity of the company that owned the rights to the series. Star Insurance Company had obtained Looking Glass Studios’ assets after the company closed its doors in 2000. Curious about the status of the series’ rights and whether Star had any plans for them, Kick sent them a cold email. Surprisingly, he received a reply the next day. “They wrote me back asking what I wanted to do, if I wanted to make a third game,” he says. “I’m in the middle of the jungle at the time [with] no money, and Star Insurance had me on a phone call with their head council.”

According to Kick, Star was wary about doing anything with the rights due to how expensive it would be to create a sequel. Kick went another route, pitching them on re-releasing System Shock 2 in a playable state on Steam and (GOG). He showed them the sizable wishlist for the game on GOG as evidence that there was a demand for such a re-release. He eventually persuaded Star with the potential profit and borrowed money from friends and family to pay for the licensing fee.

Around the same time, Kick discovered an anonymous modder had created a patch that made System Shock 2 playable on modern systems. “I had already been in contact with friends and programmers to create a team to make this work, and this person in France had basically released this file so that all you had to do was stick it in the system directory of System Shock 2,” Kick says.

Controversy struck when Kick and Bane gas launched their version on Valentine’s Day, 2013. “It was kind of strange when we released because the System Shock 2 community was like ‘How dare this company come out of nowhere and take the work from modders and claim ownership of this stuff?’ It was a big mess,’” Kick says. “I didn’t intend for any of that to happen, and we did not claim that we did the work. We tried to reach out to this person, but they wished to remain anonymous.”

According to Banegas, the first sales report revealed good news in spite of the controversy. “At the end of the month, it was abundantly clear from our first sales report that this was a viable business, a sort of niche that we could hit the ground running with and that’s what we did,” she says. “So here we are.”

After System Shock 2’s success, the venture quickly became a business, one that Kick and Banegas named after one of their shared passions. “During our trip we did a lot of diving, particularly night dives, going down to the bottom of the ocean where it’s completely dark and only having this cone of light from your torch and there’s just so much to see down there, so much treasure and you just never know what you’re going to find,” Kick explains. “So we kind of made that analogy. We go out and look for places where people haven’t been in a long time to bring back these forgotten classics to polish them and clean them up and make them playable again, available for everybody. So it all kind of fell into place. We reached out to other people through various sources who might have connections and we just started accumulating these licenses.”

Moving Forward By Going Backward

The newly formed Nightdive started focusing on acquiring adventure staples and cult classics from the ‘90s. Four years later, the studio has touched up and released nearly 100 titles including Turok, The 7th Guest, and Sword of the Samurai. Kick says they ended up using the studio’s profits to purchase the rights to Sys tem Shock from Star Insurance in August 2015, fully intending to remake the original game.


“We had such a wide network of artists, programmers, developers that we could light the Flame of Gondor and everyone would come,” Kick says. “It was just a matter of these pieces falling into place so we could get started.” It turns out he wasn’t wrong. The Kickstarter campaign boasts recognizable talent from across the industry, including Chris Avellone, a designer who worked on Baldur’s Gate and Fallout: New Vegas, as well as the concept artist for the original System Shock, Robb Waters. The majority of the development team is remote, with members working from San Francisco and New Zealand, while Banegas and Kick continue to run Nightdive out of their home in East Vancouver.

“This is basically the entirety of Nightdive Studios,” Kick says, introducing a small office, filled to the brim with artwork from H. R. Giger, comic books, and model lightsabers. He opens a closet to reveal shelves upon shelves of boxed copies of PC games from the ’90s; several of them have signatures from developers like Tim Schafer scribbled across them in sharpie. “I like to get a boxed copy of every game we try to acquire, even the ones that don’t work out,” he says, flashing a copy of Bad Day on the Midway, a game that Nightdive was close to closing the deal on before the original programmer revealed that he had accidently thrown away the source code. “Now this game just might never come back, might never be playable again,” Kick says, sliding the box back onto the shelf. “Unless you just happen to have a Windows 95-era PC. That was really…that was heartbreaking, you know? We were so close.”

Bad Day on the Midway isn’t the only game lost to time, as Nightdive has also been unable to acquire the rights to other classics, though Kick refuses to say that these are lost causes. “Part of my whole mission is to just not be indiscriminate with which games we bring back, to give everything a fair chance,” he says. “But if it’s too cost prohibitive, we kind of have to put it on the back burner for -a -while.” Though Kick and Banegas plan to keep on touching up and re-releasing games, right now the company’s priorities lie with making the System Shock remake a reality. A great deal of anticipation and expectation both fuels the project and creates unique obstacles, but the duo are excited and ready for the challenge of bringing series back to the spotlight – in more ways than one.

In December 2015, Otherside Entertainment (formed by Paul Neurath, the creative director of Looking Glass Studios) revealed it was developing System Shock 3. This sent ripples of confusion throughout the community, since it was well known that Nightdive had purchased the rights to the series. The answer’s pretty simple: Nightdive gave Otherside Entertainment permission to make the game. “Our relationship with Otherside is amicable,” Kick says. “We licensed them the rights to do the third game. That was just a conscious choice, like it had to be done, right? It’s the majority of the original team. Who better than them to make the next one? “I think ultimately when I look back on it, there was a seed that had been planted in my head from the beginning that we would get this license and eventually be responsible for doing System Shock 3. We’re going to work with the original creators, all this sort of stuff that was pipe dream at the time, and now that it’s all happening and all these pieces are in place, more than anything I’m thrilled to see that Shock is coming back. It deserves it.”

Nightdive Studios has carved out a strange, unique path for itself, one that could have only happened with the opportunities offered by the era of digital distribution. While the developer has proven itself as an outfit capable of preserving games thought to be lost, whether or not it can create a quality game from the ground up is still a question yet to be answered. However, the studio’s passion for revitalizing the past for a new generation to enjoy is unmistakable and a necessary foundation for pulling off the Herculean task of not just restoring a masterpiece but making it as shockingly good as it was all those years ago.

For more on System Shock, be sure to read my primer on the series here.

Source: Gameinformer