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Talon M2A3 .45 Caliber Pistol
Weapon Data
First Found Ramsey Recruitment Center
Requirements Standard Weapons: 1
Researchable No
Maintenance 1
Modification 1 (1st) / 3 (2nd)
Repairing 1
Ammunition Standard Bullets
Anti-Personnel Bullets
Armor-Piercing Bullets
Magazine Size 12 / 24
Attack Types Single Shot
Three-Shot Burst
Damage 4 (Single Shot)
12 (Three-Shot Burst)
Summon Code pistol

The Talon M2A3 .45 Caliber Pistol is the first ranged weapon you find in System Shock 2. The first non-broken pistol can be found in the Chemical Store Room on MedSci Deck. Alternatively, it is also found early near the XERXES' Core on the same Deck (except on Impossible difficulty).

Developed by TriOptimum's military division, the Talon is a standard issue sidearm provided to all UNN military personnel.


The Pistol requires Standard Weapons skill level 1 to use. No Research is required.

Ammunition Types

After 23 years in service, the weapon has been designed to accept a number of kinds of ammunition, including the Standard steel-jacketed Rounds, uranium tipped Armor-Piercing Rounds and even Nanite-based Anti-Personnel Rounds.

Standard Bullets icon transparent.png Standard Bullets - The most common type of bullets in the game which deal Standard damage.
Anti-Personnel Bullets icon transparent.png Anti-Personnel Bullets - Deal additional damage to partly and fully Annelid opponents.
Armor-Piercing Bullets icon transparent.png Armor-Piercing Bullets - Deal additional damage to partly and fully Mechanical opponents.

Damage Table

Mech Half-Mech Half-Annelid Annelid Final Boss
Standard x1 x1 x1 x1 x1
Anti-Personnel x0.5 x1 x4 x2 x0.75
Armor-Piercing x4 x2 x0.5 x0.5 x1.25

Firing Modes

  • Single Shot - It fires a single shot when the trigger is pulled.
  • Three-Shot Burst - It fires three rounds in rapid succession.


  • Level 1 - Increases clip size from 12 to 24 and increases damage to 110% of normal.
  • Level 2 - Decreases reload time by 20% and increases damage to 125% of normal.


  • Along with the Wrench, the Pistol is one of the beginning weapons regardless of Character Builds.
  • Players who mainly use Standard Weapons can, of course, maximize the damage output of it, and turn this basic weapon into a reliable tool of destruction.
    • Even if you do not focus on Standard Weapons, you may still need a pistol on early levels. Energy Weapons users need it to defeat organic enemies before getting their hands on the Mark IV Laser Rapier, Heavy Weapons users need it before stacking a large amount of Grenades or Prisms and Exotic Weapons users need it to destroy mechanical foes.
  • OSA Agent is the only class that cannot use a Pistol at the very beginning - however it is recommended to learn basic Standard Weapons Skill, as this weapon has low requirements and plentiful ammo.
  • Due to its relatively low damage, it is recommended to use Armor-Piercing Bullets or Anti-Personnel Bullets whenever possible.
  • Due to the abundance of ammo, this is one of the better weapons to destroy cameras with.
  • One should only use the BURST mode in close-quarters, since the firing mode is inaccurate at long range.
  • It shares its ammo with the M-22 Assault Rifle, so it becomes obsolete if the player intends to use the latter weapon. Also, it is inadvisable to modify this weapon if you plan to use the Assault Rifle.
    • There is considerable debate on the choice between Pistol or Assault Rifle. Basically you're faced with the choice of spending cybernetic modules to enable you to wield the Assault Rifle at all, or, using the modules to increase your modification ability to get a fully modded Level 2 Pistol. While a Level 2 Assault Rifle is better than a Level 2 Pistol, you have to wait until much later in the game to use it. On top of this, the three round burst limit on the Pistol forces you to conserve ammunition but kills most enemies in a burst or two; in contrast, an ongoing danger with the Assault Rifle's auto-fire mode is to waste ammo emptying entire clips into rooms.
    • A single-shot from the Assault Rifle deals 10 damage, while a single-shot from the Pistol deals only 4 damage - but set to three-round burst the Pistol will deal 12 damage in the same amount of time compared to the Assault Rifle's 10. The downshot is that you use three times the ammunition, but bullets are the most plentiful ammo in the game (compared to scrounging for grenades). Of course an Assault Rifle set to full auto will deal drastically more damage, but again, it's largely overkill as you "spray and pray", wasting a lot of ammunition. You are rarely swarmed by that many enemies.
    • A fully upgraded Pistol using Anti-Personnel rounds and set to three round burst can kill a Rumbler in five or six shots - few enough shots that you don't even need to reload the pistol.


  • At least four pistols on the Engineering Deck have reduced kickback.[1]
  • A Pistol in perfect condition, found on a corpse lying in between the Shuttle Cargo Bays on the Command Deck is unbreakable and has reduced kickback. It will degrade, but never jam, regardless of its condition.[1]
    • Alas, this seems to be partly changed in a newer version of the game (2.46). While that Pistol still has zero kickback on Normal setting and greatly reduced kickback in Burst, unfortunately it does jam after the gun degrades enough. An alternative is to create a file named user.cfg in the main game folder containing only "gun_degrade_rate 0" (without the quotation marks) and re-run the game. The gun will now be unbreakable and also stay at its current condition. However, all guns in the game will behave the same way. Use that with care.
      • There's an even better, however a bit more difficult option to revert the changes done by the patch. One needs to find the appriopriate .mis.dml file (in this case, command1.mis.dml) located in the main System Shock 2 folder and edit it. Lines that are responsible for reverting gun unbreakability are found after a relevant comment (look for word "break" to find it) and need to be either deleted/cut out or preceded by "// " without the quotes, making them only a comment instead of a working command.
        That way all the changes are reverted. Voila, enjoy! :)


  • Many crew members on the Von Braun commit suicide with a Pistol.
  • According to the in-game description, this weapon has been in service in the UNN military force for over 23 years.