For the Audio Log in System Shock 2, see XERXES (Audio Log).
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Vital Statistics
Gender Male (Artificial)
Race Artificial Intelligence
Faction TriOptimum (former)
The Many
Status Unknown
Location Von Braun
UNN Rickenbacker (vestigial)
Body of the Many (vestigial)
Game(s) System Shock 2
Voice Actor Stephen Russell

This is XERXES. Can you not feel the glory of the flesh? Do you not yearn to be free of the tyranny of the individual?

XERXES 8933A/A is an Artificial Intelligence and antagonist in System Shock 2. XERXES governed the systems of the spaceship Von Braun.



XERXES 8933A/A was created in secrecy by Dr. Janice Polito in the years leading up to the Von Braun mission. Although the prototype could have been ready by 2107, the development of XERXES was extended for the sake of improving its fail-safe mechanisms: two thirds of development time were dedicated to restraint and containment protocols.

The development of a faster-than-light device, code-named Sarah, necessitated an Artificial Intelligence of complexity not seen since SHODAN to control the systems of any vessel fitted with the technology. During the UNN hearing on the future of Marie Delacroix' faster-than-light experiments, Polito objected to the circumstances of Sarah's development and impending deployment. Polito was discredited, however, when her involvement in the development of XERXES was revealed by UNN senator Cal McGill.

In the interceding years between the hearing and the deployment of the Von Braun, XERXES was selected to manage the Von Braun's systems, including the faster-than-light drive.

Von Braun

Aboard the Von Braun, XERXES allocates billions of on board sub-tasks, delegating them to hundreds of thousands of individual systems. However, the Von Braun is not completely under XERXES’ control.

In order to prevent a disaster such as on Citadel Station, XERXES has several security loopholes by design which would allow crewmen to bypass the XERXES system and gain temporary control of certain critical sub-systems so that the XERXES could be disabled. This was implemented as a safety feature on the recommendation of Dr. Janice Polito. Dr. Polito and other staff members on the Operations Deck were responsible for keeping XERXES running within his intended parameters.

XERXES had a number of vulnerabilities. During the mission, Operations crewman and computer hacker Malick programmed XERXES to sing Elvis Presley songs as a prank. This would be of grave portent later: When The Many hijacked the Von Braun, XERXES was hacked by Malick again, this time under the control of The Many. This crippled the already malfunctioning ship, and put the Von Braun's security systems firmly in the hands of The Many.



One of XERXES' cores, on the MedSci Deck of the Von Braun

Over the course of the game, XERXES taunts the Soldier for resisting the Many. The Soldier must avoid, subvert, and destroy XERXES' security systems and droids to survive.

On the Operations Deck, the Soldier subverts XERXES' Simulation Units, undoing the damage done by Malick and granting control of XERXES' Primary Data Loop to SHODAN. On the Recreation Deck, the Soldier uses The Resistance' makeshift transmitter to draw power away from XERXES, allowing SHODAN to supplant him.

XERXES was not fully replaced by SHODAN, and his voice is still heard when the Soldier hacks turrets and replicators or sets off security. The Soldier's actions likely merely turned over control of the Von Braun's and Rickenbacker's systems to SHODAN. XERXES' fate is unknown.

Associated Entities

XERXES controls the Von Braun and Rickenbacker's robust security systems, as well as many droids. All of them are under control of The Many through XERXES.


  • "The Glory of The Many demands your capture or destruction."
  • "Glory to the flesh. Glory to the mass."
  • "Why do you persist in your loneliness?"
  • "Please respect the will of the many."
  • "This is XERXES. TriOptimum reminds you that there are only one-hundred-sixty-three shopping days until Christmas. An extra work cycle just twice a week will give you the spending money you need to make this holiday a very special one."
  • "This is XERXES. The Deck 5 shopping area will be closed until further notice. We apologize for the inconvenience. The family of the Many grows with every passing moment. Glory to the flesh. Glory to the mass." 
  • "Intruder entering Medical Sector A. Intruder, the Many demands to know your intentions. Are you allied with her? Do you not know of her intentions? Of her history? She once tried to destroy your species, and now you do her bidding. Intruder entering Medical Sector A."
  • "Security forces has been alerted to your presence, intruder. The glory of The Many demands your capture or destruction."
  • "This is XERXES. Remember, Replicator restrictions are in place for the good of all of us. All unauthorised database interactions will be dealt with to the utmost degree of the law."
  • "This is XERXES. Remember, the unauthorized usage of firearms aboard the Von Braun is a class 3 infraction."


  • In the short story by Ken Levine, XERXES is described as having "supernaturally blue eyes". In the game, however, his eyes are orange.
  • While XERXES' full designation is, according to the game manual, 8933A/A, the AI is also marked as X-9000SC at the computer hubs on Decks 1-4 of the Von Braun.
  • XERXES claims there are "163 shopping days" until Christmas; assuming Christmas is still December 25, this date would fall in the first week of June. However, canonically the game takes place on July 12.

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