The Many
The many
Vital Statistics
Gender None
Race Hive Mind
Faction Own
Status Unknown
Location Von Braun
UNN Rickenbacker
The Body of the Many
Game(s) System Shock 2
Voice Actor Esra Gaffin
Stephen Russell

Do you not trust the feelings of the flesh? Our Biology yearns to join with yours.
~ The Many

The Many is an antagonist in System Shock 2. It is a biological hive-mind created by SHODAN on Citadel Station during the events of System Shock that has infested the Von Braun and UNN Rickenbacker.


The Many are a creation of the malevolent artificial intelligence SHODAN. During the events of the Citadel Station incident, the Hacker jettisoned Beta Grove, one of the four wildlife groves aboard Citadel Station, which SHODAN had been using for experiments with bio-engineered viruses.

As the grove hurtled through space, the mutagenic virus and the mutated creatures stored aboard Beta Grove evolved at an accelerated rate, eventually coming to an apex as a species of parasitic annelids with distinct personality, telepathic mind control, and genetic modification abilities. Beta Grove crashed on the fifth world of the Tau Ceti V system after thirty years of traveling through space, and the creatures on board thrived and evolved further. The annelids developed a hive mind, becoming a monolithic entity that called itself The Many.

Twelve years after Beta Grove crash landed on Tau Ceti V, humanity's first faster-than-light ship, the Von Braun, was launched on its maiden voyage as a joint venture between the TriOptimum Corporation and the UNN.

The crew of the Von Braun first assumed that the Many were some form of extra-terrestrial, alien life form which originated on Tau Ceti V. In reality they are not aliens at all, but akin to the mutants that SHODAN first engineered on Citadel Station, with forty years' worth of extra refinements.

Five months into the trip, sensors aboard the Von Braun and its attached escort vessel, the UNN Rickenbacker, received an apparently intelligent signal from Tau Ceti V. Eager to claim credit for the discovery of extraterrestrial life, the commanding officers of both ships, captains Anatoly Korenchkin of TriOptimum and William Diego of the UNN Navy, accompany an exploration party to the planet. There, the captains and the majority of the party fell to The Many's influence. Korenchkin ordered the hydroponics deck of the Von Braun cleared of personnel without explanation to his crew, and a large number of annelid eggs were shuttled on board from the planet and stored there.

Within days, a large portion of the crews of both the Von Braun and the Rickenbacker had been infected, and most of the two ships fell under the control of The Many. Crewmen under The Many's psychic influence seized control of Von Braun's security systems (including XERXES, the ship's main AI), turning them over to The Many's purposes, and began capturing and exterminating remaining resistance, sending some to be consumed to further increase The Many's biomass. The Many itself, growing quickly, eventually began clogging the insides and enveloping the outsides of both ships (which appears to be a large worm), and later manifested a "brain" deep within itself. The Many intended to use the Von Braun to spread throughout the galaxy, including Earth, where it intended to incorporate all life, including humanity, into its collective, as it has the Von Braun's and Rickenbacker's crews.


Notable followers of the Many and named enemies include


  • Hybrids (Pipe, Shotgun, Grenade)
  • Bots (Security, Assault, Maintenance)
  • Cyborgs (Midwives, Assassins)
  • Monkeys
  • Rumblers
  • Psi-Reavers
  • Annelid Arachnids
  • Eggs
  • Turrets
  • Protocol Droids
  • Security Cameras

Most of these enemies can be turned to your side by hacking (in case of turrets and security systems) and using the Imposed Neural Restructuring psi power, with the exception of Annelid Arachnids, Eggs, Protocol Droids and XERXES.


Hydroponics Deck:

  • Marc Miller
  • Muldoon
  • Erin Bloome (as Cyborg Midwife)

Operations Deck:

  • Malick
  • Turnbull (partially)
  • Wood

Command Deck:

  • Anatoly Korenchkin (later transformed into a Psi-Reaver)
  • Norris

UNN Rickenbacker:

  • William Diego (later came to his senses)


System Shock 2 - The Many-2

System Shock 2 - The Many-2

All psionic messages from The Many to SOLDIER G65434-2

What is a drop of rain, compared to the storm? What is a thought, compared to a mind? Our unity is full of wonder, which your tiny individualism cannot even conceive.
~ The Many

The Many, being a psionic hive mind, has the ability to broadcast psionic signals and messages across vast distances, and contacts the player directly several times throughout the game. Its voice (or rather, voices) comes across as a mix of a deep, threatening male voice, a calm, gravelly male voice and a higher, emotionless female voice. All three voices speak as one, although at times one is slightly ahead or behind of the others, and they alternate speaking over each other. The relatively calm, soft voice of The Many can be contrasted with SHODAN's chaotic, metallic speech patterns, and The Many spends much time preaching the beauty and warmth of the flesh while denigrating the coldness of metal and machine. They refer to SHODAN as "The Machine Mother", claim that they have become more powerful than she, and repeatedly request the player (a cybernetically enhanced human, and thus straddling the line between flesh and machine) to embrace his biology instead of her technology.

The crew members affected by the Many are usually distinguished by their morphed voices in several audio logs that are encountered by the player.

Late in the game, the player uses an escape pod on the Rickenbacker to launch himself into the body of The Many. Eventually the player reaches the chamber containing The Many's brain and destroys it. The Many live long enough to leave a parting message, warning the player to "beware the machine mother".

Much of The Many's personality can be summed up in the first psionic message they send to the player.


The hive mind of The Many controls the extant branches of its species. Most of the information found in-game about the nature of The Many and its subordinates is gleaned from research performed by the player on organs found on various enemies, as well as several logs left by a man named Prefontaine, a scientist aboard the Rickenbacker who was abducted by The Many.

The different forms of the annelids are as follows:

  • Eggs: Large, waist-high, flesh-colored spherical pods that hold annelid worms, swarms, or sacs of toxins, these containers are found on many decks of the Von Braun and the Rickenbacker, where they are usually tucked into areas away from where violence is expected and often guarded by annelid creatures. Eggs are birthed from a special site within The Many's biomass, where they are created from consumed biological matter. They are apparently unsuited for life aboard starships and need to be tended lest they die prematurely; in addition, they erupt violently when approached too closely by entities not part of The Many, showering the area with their harmful contents. However, they are also a source of annelid tissue, which can be researched and used by the player for beneficial effects. Eggs produce a unique sound, which one witness in the original exploration team described as "music".
  • Grub: Genetically female, these grubs invade and consume the human's inner body, subsume his will, and use him as a puppet of the greater whole. The eggs and worms of System Shock 2 are somewhat analogous to the Alien eggs and Facehuggers of the Alien series. Worms move slowly by slithering, but some show the ability to leap about five to six feet into the air, making them more difficult targets at close range. While most worms burst forth from eggs, many are found in warm, moist areas; since many items in the game are in nooks and crannies, a player may be taken by surprise when worms spill out of ducts, toilets, gratings, or even dead bodies to attack.
  • Hybrid: A combined annelid/human. The worm has attached itself to the human host, taking control of the body and facilitating physical changes. Hybrids have increased levels of strength and aggression due to elevated production of adrenaline and other organic substances. In the game, they attack with either a pipe or a shotgun, or by throwing grenades. It is the first type of enemy that the player sees, and the most common. Only enough of the host's mind remains to occasionally warn the player to run away, make apologies for attacking, or to plead for its own death.
  • Rumbler: A further development of the Hybrid. If one looks closely, one can see the remnants of the former human (the face in particular) in the now massively mutated creature. In this stage, dense musculature grows all over the body, and the body undergoes massive development in all physical attributes, becoming a hulking humanoid monstrosity. However, the brain stem atrophies, and all control is provided by the cells of the body. The resulting creature is essentially a fast, tough, aggressive biological killing machine. Research performed on a Rumbler organ suggests that the body is designed to protect the hyper-developed, but unconnected brain, for another, further part in the life-cycle.
  • Psi-Reaver: The final development stage of the Hybrid path. It consists of a powerful Psi projection, and a small brain structure which is usually hidden away. The brain structure is physically frail, and cannot move or attack. However, the brain's massive mental and psionic abilities allow it to create a floating, tentacled psi-projection that can use powerful psionic attacks. If the psi-projection is destroyed, it will fade away, and then reappear after a short time. If the Reaver's brain is destroyed while the psi-projection is gone, the psi-projection will be recreated one last time as a more physical construct, which bursts into pieces on its death. The fate of the Rumbler bodies whose brains become Reavers is never explained in the game, though one could assume that they are taken back to the main creature to be "recycled". In the game, there is one "Greater" Psi-Reaver, which can be found guarding the brain of The Many. This Reaver is different in that it has a darker color, and possesses a more powerful psionic attack; however, its weakness remains its helpless brain structure.
  • Adult Arachnid & Infant Arachnid: It is unclear what, if any, part the Arachnid has in the main life-cycle of the annelids; they are most likely defenders of the Many. These annelid proto-arachnids are not true terrestrial arachnids, but an annelid form templated on the Earth spider, except much, much larger. Arachnids are capable of poisoning the player with their bite. Two types are encountered; small arachnids (possibly younger) about the size of a small domestic cat, and large ones which are slightly larger than the average domestic dog. A rare form of the large arachnid is semi-invisible, and thus difficult to detect visually, although all arachnid variants can be easily noticed by their distinctive hissing noise. Prefontaine speculates in one of his logs that the Arachnids are used for fast attacks, are created by the choice of The Many, and are probably "cheaper" than Rumblers in terms of biomass needed, due to their size, and is the reason why they are great in number.
  • Swarms: Genetically male in contrast to the annelid worm, these creatures consist of a small swarm of biting fly-like insects, bound by a sub-psionic link. The Swarms are not a part of the normal Annelid life cycle; they are merely drones, although since eggs are produced within the Many itself it is unknown what part swarms outside of that production site play. Swarms only live for about fifteen to twenty seconds. Emerging from certain eggs, they attack any humans nearby until they die, trying to extend their life by consuming what they attack, which some do successfully as certain swarms are found in corpses or other biomaterial. They are effectively invulnerable to any form of conventional attack, and the only option is to flee until they die on their own, as their lifespan is their greatest weakness. The only known way to kill a swarm is by using a very powerful experimental anti-annelid weapon.
  • Black Eggs: A new, unnamed form of annelid is mentioned in the game, but never (actively) encountered. Upon entering the Rickenbacker, SHODAN informs the player of a number of black eggs spread throughout the first deck of the ship. She explains that these eggs will eventually hatch a new form of annelid "which you will have no hope of destroying", and demands that they be destroyed. The eggs are similar to the standard eggs of The Many, with the exception of being red and black rather than flesh-colored, and the fact that they do not open to release their contents when the player gets close. All of the black eggs on the deck have to be destroyed, otherwise SHODAN will not permit the player to access the main part of the bridge of the Rickenbacker.
  • The Brain of the Many: The Brain of The Many is a large, pulsating orb and hive mind, not unlike the annelid eggs in shape but much larger in size. It is the source of the many psychic transmissions that the player receives from the Many, and also the player's final opponent within The Many's biomass. The brain sits within the center of a large circular chamber within the biomass that surrounds the Rickenbacker. While it has no offensive capability, it is guarded by a number of Rumblers (and can summon more as they are killed), Psi Reavers (including the sole Greater Psi Reaver), and arachnids. The brain's most distinctive feature besides its body is the presence of three "stars" that orbit the brain itself. These stars fly around the brain and act as nodes that defend it; all three stars must be shot down before the brain can be attacked (although one Psi power can be used to bypass this defense). Once sufficiently damaged, the brain explodes and fades, although the hive mind survives without the physical brain for a little longer, enough time to denounce the player for his cruelty one last time, and to make a warning against SHODAN.
  • Cyborg Midwife: The only cyborgs directly under the control of The Many, Cyborg Midwives are fashioned from the nurses of the ship, to tend to the eggs of The Many, as un-augmented caretakers kept dying around the eggs from the toxins. Cyborg Midwives are female human cyborgs whose upper body is mostly intact (save large portions of skin, particularly on their face) and have a machine-like skeleton. They have one laser pistol on one arm, and have a fairly effective melee attack. As they are cyborgs, they are resistant to standard and especially resistant to Anti-Personnel ammunition, but more vulnerable to Armor Piercing ammunition and energy and EMP attacks. Designed to be 'nurturing mothers' their nervous systems have had major bypasses made. An implant at the base of their spine provides most control, with little input coming from the brain, other than to make various "kindly" and "nurturing" statements.
  • The Body of the Many: The penultimate stage of the game takes the player into the The Many's body, complete with internal organs and digestive system. The body is shown on ship sensors having wrapped itself around the two ships. Numerous Many creatures live within it, acting as defensive organisms akin to white blood cells. It is also shown in other areas of the ship such as the Hydroponics Deck.


See: Brain of The Many



  • "What is a drop of rain, compared to the storm? What is a thought, compared to a mind? Our unity is full of wonder, which your tiny individualism cannot even conceive."
  • "We do not know death - only change. We cannot kill each other without killing ourselves. Is your vision so small that you cannot see the value of our way?
  • "Do you not trust the feelings of the flesh? Our biology yearns to join with yours. We welcome you to our mass. But you puzzle us. Why do you serve our mother? How can you choose cold metal over the splendor of flesh? But you fear us. We hear your thoughts, and they rage for your brothers you believe dead. But they are not. They sing in our symphony of life. We offer another chance to join us. If you choose to lie down with the machine, we will rend you apart, and put you separate from the joy of the mass."
  • "Life grows within the womb of these walls, life that has never seen the surface of the Earth."
  • "Babies must sleep. Babies must rest. Wise is the one who does not waken them. Leave this place now, or we will wound you, as you have us."
  • "Submit to the biomass, and your suffering will end."
  • "The individual is obsolete. When you and your kind are extinct, we shall cleanse our collective memory of the stain of your existence."
  • "We are many, and you are one. How can you hope to prevail against us?"
  • "You seek your associates, but you cannot find them. You are so very alone. How does it feel to be one against the infinite?"
  • "Mistrust is the tyranny of the individual. Your own kind sees you as a threat. Why do you murder our unity? No matter - the line is drawn. You will cease to be. It is just a question of who will bring your end: us, or you?"
  • "You have wounded XERXES, but we will not allow him to be destroyed. See if the machine mother treats her servant with such devotion..."
  • "The machine mother told us of the planet of her birth. We know how you have harmed this place with your pollution, your violence, and your discord. But when we arrive there, we will cleanse the surface of that place, and merge it with the harmony of the Many."
  • "The machine mother conceived us, but with every moment, we are reinvented. She cannot imagine our infinite chorus."
  • "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?"
  • "Do you think you can defeat us with your wire and steel? We offered you the ecstacy of our union, and you chose the vacuum of technology."
  • "You were warned. Prepare to be cut down by the progeny of our joy."
  • "We welcome you to our biomass. We invite you to spread yourself out on our warmth. One of our many will be there to help you before long..."
  • "The machine mother cannot help you inside the biomass. Her coldness is not welcome within the warmth of our flesh."
  • "You tear our very flesh with no thought of compassion. Do you think we will sit idly by while you corrupt the very womb of our existence?"
  • "We feel you moving inside of us. The sensation is...repulsive."
  • "Your time is running out. This place is a womb, where we grow our future. Your weapons fail. Your ammunition runs low. And you've yet to see our most beautiful creation. All you have is your hatred, and your...individuality. Now, don't you wish you'd joined us? Would you then feel so alone?"
  • "The end is near. Soon you shall see our final face. But do not despair. Surely the void is preferable to your pointless, solitary struggle."
  • "Do you know what you have wrought? Our tragedy is written by your hand..."
  • "We die. Beware the machine mother. She is a stranger to everything we cherish..."