Shadowgrounds (walkthrough)


FAQ/Walkthrough by ZedPower
Version 1.00
January 7th, 2007

Copyright 2007 Francois Pare


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Section 1  - Frozenbyte's Shadowgrounds
Section 2  - Know your weapons
Section 3  - Know your enemies
Section 4  - General tips
Section 5  - Walkthrough
Section 6  - Frequently Asked Questions
Section 7  - Release history
Section 8  - Acknowledgements


SECTION 1  - Frozenbyte's Shadowgrounds

Rain. Darkness. The cold steel of a gun in your hands. A legion of bloodthirsty
alien monstrosities standing just out of sight. You know they're there, already
feasting on your fellow colonists. Waiting for you to join them. You're

Welcome to Shadowgrounds.

This is an old-school top-down shooter, more interested in providing solid,
visceral gameplay and a fully-realized atmosphere than anything else. And it
works. The weapon customization system adds a layer of depth that is absent
from many releases in the genre, and it's the icing on an already fabulous

But you didn't open this file to read me trying to convince you to play this
game. I've crafted this guide to the best of my ability in order to help you
through any tough spots you may encounter. Heck, I'll basically walk you
through the entire game from one end to the other if you're that lazy. Heheh.

I've tried to avoid any plot-related spoilers in the walkthrough proper, but a
few may have slipped through. If you're very worried about spoilers, at least
check out sections 2, 3 and 4, which I guarantee don't have any.

Oh, one last thing. English isn't my first language, so if you see any grammar
or spelling mistakes, feel free to e-mail me and I'll correct the document as
soon as possible!


SECTION 2  - Know your weapons

A big part of Shadowgrounds is knowing your guns, knowing how to upgrade them
and when to use them. This section provides an in-depth look at every gun and
upgrade in the game, detailing their strengths and weaknesses and the best ways
to put them to work for you.

Recommended upgrades are marked with a *. These upgrades are useful for
everyone almost completely regardless of how they play the game.
Non-recommended upgrades are still good, but they tend to be more specialized
and I suggest only buying them if you think you're going to use them.

Heavy weapons slow you down when you're shooting them, and also prevent you
from rolling at all. I'll note which weapons are heavy in the list below.

The maximum ammo counts noted below include both the reserve and the current
clip. The game is fairly lenient when it comes to picking up ammunition: you'll
never waste part of an ammo pickup because you had a half-empty clip.

---HP5 Pistol---
Clip size: 8 (12 when upgraded)
Maximum ammo: n/a
Ammo pickup size: n/a
Total cost of upgrades: 19 parts (12 recommended)

+ Infinite ammunition
+ Great stopping power
+ Suprisingly good damage per round
+ Good rate of fire
+ Very accurate
+ Quick reload
+ Dirt cheap upgrades
+ Highly effective against almost every regular enemy in the game
- Quickly obsolete if left without upgrades
- Only effective against single targets

The pistol is the workhorse of your arsenal. It is effective against all melee
enemies so long as they're far enough away from you, and almost all ranged
enemies given sufficient cover. You'll use it from beginning to end so long as
you buy at least the first two upgrades. It's better to put it away if you have
to fight more than one enemy at a time, though.

Enhanced Damage (7 parts)*
Doubles the base damage of both regular fire and the law enforcer upgrade. You
want this as soon as possible as it makes a huge, huge difference. This should
be the first upgrade you buy.

Assault Extension (5 parts)*
Extends your clip size to 12 rounds and halves the reloading time. Another
must-have. The benefits of a bigger clip cannot be overestimated, and the
reloading becomes so quick that you don't even need to take cover while it's

Law Enforcer (7 parts)
This secondary fire mode shoots out a special green bullet that does very
little damage but slows down your target considerably. This effect is
cumulative over several shots, so it's worth it to shoot a few at the same foe;
three or four are enough for dramatic results. You can squeeze these off as
quickly as regular bullets and it buys you extra time to kill melee enemies
before they can hurt you. It can even make the pistol into a viable option
against multiple targets, to a degree. It's not vital per se, but it can help
saving ammo for the other guns you'd use in these situations. Note that every
Law Enforcer shot takes two rounds from your clip; this isn't a big deal if you
have the Assault Extension.

---AM-92 Pulse Rifle---
Clip size: 60 (90 when upgraded)
Maximum ammo: 660
Ammo pickup size: 60
Total cost of upgrades: 32 parts (20 recommended)

+ Very accurate
+ Great stopping power
+ Good damage overall
+ Excellent rate of fire
+ Excellent clip size
- Damage per bullet unimpressive
- Eats through ammo quickly
- Nearly useless when surrounded
- Secondary mode underwhelming
- Quickly obsolete without upgrades

Basically, the pulse rifle is there to pick up the slack when the pistol can't
deliver. It completely owns enemies at a distance and has enough stopping power
to keep swarms at bay if sprayed correctly. Ammo is plentiful but you'll
often find yourself on the brink of running out anyway. Switch back to the
pistol whenever you can.

Radiated Bullets (12 parts)*
Doubles the base damage of every round. Plain awesome. Get it.

Clip extension (8 parts)*
Extends your clip size to 90 rounds. It doesn't sound like much but in practice
it almost completely removes the need to reload in the middle of a fight. 90
shots is plenty for most swarms, and if it's not, you probably need a better

Electric Taser (12 parts)
Fires a short burst of electricity that stuns a single enemy for several
seconds and doesn't consume any ammo. It's nice for sneak attacks on single
tough enemies, and to keep stray melee aliens from mauling you, but don't count
on it to save your bacon when you're surrounded; the recharge time is

---HX-1 Combat Shotgun---
Clip size: 7 (12 when upgraded)
Maximum ammo: 107
Ammo pickup size: 7
Total cost of upgrades: 36 parts (10 recommended)

+ Great damage
+ Awesome stopping power
- Delay between shots
- Accuracy fairly poor at all ranges, drops with distance
- Reloading time is horrible
- Fairly small clip

The shotgun delivers all the up-close mayhem you could ask for. It is
positively deadly at point blank, and actually nothing to sneeze at from far
away. It can push back the lighter enemies a fair amount too, which will save
you often. Keep in mind that you don't have to finish reloading to fire!

Assault Extension (12 parts)
Increases reload speed and accuracy. The shotgun doesn't really need extra
damage; this first upgrade reduces its weaknesses instead. However, the reload
time is still very long. At close range, where the shotgun performs best, you
can't really afford to spend any time not shooting at all. In any case, this is
a very good upgrade with immediately visible results, but it's not especially

Capacity Extension (10 parts)*
Increases clip size to 12 shells. Now this is a recommended upgrade. Firing
that many more shots increases your survivability to a significant degree.

Burst Firing (14 parts)
This secondary fire mode discharges your entire clip in a few seconds. It's a
wonderful panic button that causes tremendous damage in a small amount of time,
but it leaves you with an empty shotgun and eats your ammo like crazy. It can
save you, but ideally you shouldn't put yourself in a position where this
upgrade is vital. It's a lot of fun, though.

---WP650 "B.R.N." Flamer---
Clip size: 300 (bottomless when upgraded)
Maximum ammo: 1200
Ammo pickup size: 100
Total cost of upgrades: 55 parts (15 recommended)

+ Very good against many enemies at once
+ Fuel trap has excellent tactical uses
+ Clip size more than sufficient even without upgrade
- Short range
- Ammo is scarce, single pickup only refills 1/3 of a clip
- Damage takes a while to kick in
- Virtually no stopping power
- Mostly useless against single tough enemies
- Heavy weapon

The flamethrower is a mixed bag. It's very good at what it does, but it's not
very useful often. Basically, you want it to keep as many enemies in the stream
of flame as you can for as long as possible. The problem is, the aliens mostly
aren't afraid of fire and in fact they barely even flinch from it. It kills
them dead enough, but they'll almost inevitably hit you a couple times before
they croak. You especially have to watch out for the wrencher aliens (see
section 3). They have a vicious leaping attack that allows them to cover a lot
of ground quickly, fire or not. In any case, keep in mind that backing up gives
you a longer stream of flame, and that sweeping left and right will do wonders
against swarms. Another more subtle disadvantage is that there really aren't
many fuel pickups around, so you'll mostly have to rely on ammo bags to get
refills. Still, the flamethrower is such a cool weapon that I'd love to see a
mod built around it.

Extreme Heat (15 parts)*
This doubles the fire damage after 2 seconds of continuous shooting; this is
indicated by a blue flame. The delay is crippling, but the extra damage is
really, really worth it.

Continuous Flame (15 parts)
Completely removes the need to reload. Sounds nice, but in practice you hardly
ever reach the bottom of the clip in the first place. It's probably useful if
you decide to make the flamethrower one of your main weapons, though.

Fuel Trap (25 parts)
Allows you to spend 50 ammo to spray a puddle of fuel on the ground. This
puddle will ignite into a deadly blaze if you shoot it with the regular fire
mode or if it comes into contact with another activated fuel trap. You can even
stack them on top of one another for extra damage. The tactical uses of this
are almost limitless. Set it to cover escape routes, to lure aliens to a fiery
demise, or to surround yourself with a ring of fire and devastate melee foes.
Just don't walk into your own flames. This is a fun upgrade that can be
devastating when set up correctly, but it takes a lot of fuel to be truly
effective and you can't afford to be setting up traps all the time.

---WM6 Grenade Launcher---
Clip size: 6 (bottomless when upgraded)
Maximum ammo: 36
Ammo pickup size: 6
Total cost of upgrades: 70 parts (25 recommended)

+ Projectiles can be bounced off scenery
+ Great damage
+ Splash damage
+ Awesome stopping power
+ Can destroy furniture
- Abysmal rate of fire
- Dangerous at point blank
- Hard to aim precisely
- Fairly poor range makes bouncing unreliable

The grenade launcher is the first explosive weapon you get your hands on. It's
able to gib swarms of enemies at once, if you can hit them well enough. Once
the enemies get in close though, you better have other options. It's a good
idea to keep a few grenades handy to destroy some of the otherwise
indestructible scenery such as furniture and crates that provide cover for your
enemies or block a number of corridors.

Cluster Bomb (25 parts)*
When your primary fire grenades explode, they release five smaller grenades
that explode all around the first one. This considerably increases both the
radius and the damage of the explosion, moreso if you can get more than one
grenade to hit the same target. Just a badass upgrade that makes the laucher
much better at what it does.

Autoloader (15 parts)
This removes the need to reload. Sounds nice, but 6 grenades should be more
than enough to kill anything that's not a boss, and the reload time isn't so
bad to begin with. Buy it if reloading gets in your way.

Poison Grenades (30 parts)
This really cool secondary fire mode shoots a poison grenade that releases a
highly toxic gas that deals damage over time. The gas spreads if it has space
available, otherwise it just builds up thicker and thicker and gets deadlier
with time. Used in an open space, it makes a large cloud that slightly hurts
everything over a large area. In a corridor, it spreads less and deals more
damage. In small room, it creates a nearly opaque fog that kills in seconds. A
nice strategy is to toss a poison grenade in a room full of aliens, step out,
close the door, and wait for everything to die. However, this is primarily a
stealth tool and the cost is pretty steep. Don't bother getting it if you don't
plan on taking the time to use it correctly. You must also take care not to be
killed by your own poison; it's just as deadly to you as it is to everything
else. If you've blocked your way with gas, wait a few moments and it will
dissipate harmlessly.

---i28 Minigun---
Clip size: 500
Maximum ammo: 2500
Ammo pickup size: 100
Total cost of upgrades: 70 parts (70 recommended)

+ Ridiculously powerful at any range
+ Very accurate
+ Turret mode incredibly useful
- Eats ammo like crazy
- Ammo pickups refill only 1/5 of a clip
- Spin-up delay always a liability
- Long reload time
- Heavy weapon

The good old minigun. Can kill anything in seconds, at any range (but
preferably from far away). This is basically a beefed-up pulse rifle, but with
several drawbacks. The fact that it's a heavy weapon means that
you'll almost certainly need cover when fighting shooting enemies. Combined
with a long spin-up time, you'll have to either keep firing into a wall (and
get to the bottom of your clip faster), or waste some time waiting for the
cannons to get up to speed. You're basically guaranteed to waste some ammo
during multiple-enemy firefights because you can't just stop and restart firing
instantly like you can with the pulse rifle. Still, the minigun is a great
weapon. You just need to be aware of its few flaws.

Heated Plasma Bullets (25 parts)*
Doubles the damage of every bullet. I don't need to tell you how useful this

Improved Rotation (15 parts)*
Decreases spin-up time. The delay is still there, but the improvement is
immediately visible.

Minigun Sentry (30 parts)*
And you thought the primary fire mode was awesome. This secondary fire mode
drops the minigun wherever you stand, where it transforms into an automatic
turret that's just as powerful as it was when you were holding it. This is a
great help whenever you need to hold and defend a position, or when you need
to take some time to repair something under fire. When you're done, pick it
back up with your Use key. It is so completely useful that I recommend saving
up all the ammo for the turret mode. It's just that good. However, there are a
few things to keep in mind. The gun can run out of ammo, at which point it
becomes, of course, useless. It can also be damaged by enemies; you'll see the
turret tip over and stop shooting. (Don't worry, you can still pick it up and
place it down again. The gun isn't permanently broken.) The Sentry shines in
boss battles, and everywhere you have to hold a position or defend an area.

---FBP-UV5 Laser Rifle---
Clip size: 100 rounds
Maximum ammo: 500
Ammo pickup size: 100 rounds (200 when upgraded)
Total cost of upgrades: 75 parts (55 recommended)

+ Awesome secondary fire
+ Large clip
- Insufficient accuracy
- Underwhelming stopping power
- Slow-moving projectiles

In my experience, the laser rifle is roughly equivalent in use to the pulse
rifle. Its rate of fire is slower but it packs more punch per round. However,
individual shots don't seem as accurate and small targets are hard to hit at
maximum range. A fair weapon, if a little underpowered. And despite what the
in-game description says, it's actually no good at all against shields.

Assault Extension (20 parts)
Increases rate of fire by 20%, and slightly boosts accuracy. Probably essential
if you like the primary fire, but at this price it is hardly vital.

Optimized Charge (25 parts)*
Makes every ammo pickup you collect worth twice as many shots. Obviously allows
you to fire more, which is especially cool because of the...

Pinpoint Laser (30 parts)*
This upgrade entirely justifies the laser rifle's existence. This secondary
fire mode projects a thin red beam of concentrated energy that gibs regular
enemies in seconds. It kills so fast you won't mind how pedestrian the primary
fire is. Of course, the pinpoint laser consumes ammo incredibly fast, but
that's why you also want to buy the optimized charge upgrade.

---TCM-1 Railgun---
Clip size: 1 (2 when upgraded)
Maximum ammo: 55
Ammo pickup size: 5
Total cost of upgrades: 60 parts (20 recommended)

+ Almost always an instant kill
+ Goes right through enemies
+ Perfect accuracy
+ Doesn't need any upgrades to be powerful
- Pathetic rate of fire
- Tricky to use against swarms

The railgun fires a single bullet with such force that you can count on it to
kill almost any regular enemy in one shot. It goes right through them, too, and
will kill anything standing behind your target as well. This is awesome in
corridor fights, of course, but the slow rate of fire, tiny clip and lengthy
reload time reduce the railgun's usefulness when faced with multiple enemies
that aren't properly lined up.

Bouncing Bullets (20 parts)
Causes the railgun round to ricochet off anything it can't kill. It's fun, and
very powerful in small rooms and corridors, but in practice it's generally hit
or miss against moving targets. A good use for the bounce is to fire at a very
acute angle towards a narrow corridor wall. The bullet will zigzag repeatedly
and almost guarantee certain death to any nearby aliens.

Clip Extension (20 parts)
Doubles your clip size, from 1 to 2. You still have a short delay between
shots, but if you plan on using the railgun for more than just the occasional
sniping it does make a sizeable difference.

Magnetic Burst (20 parts)*
This secondary fire mode sends a fairly large circular shockwave all around,
pushing a fair distance back any enemies, dead or alive, and possibly stunning
any aliens it hits. This reduces your ammunition by one, but it won't spend the
round(s) already loaded into the chamber. This is the ultimate panic button
when you're surrounded by melee enemies. Unfortunately, the railgun isn't the
best weapon to take care of swarms quickly, so you'll want to run away before
your foes can regroup, or at least retreat a little and switch to a better
crowd-control weapon. Quite notably, the Magnetic Burst is your only way to
directly hit enemies behind you.

---iZR2 Rocket Launcher---
Clip size: 4
Maximum ammo: 24
Ammo pickup size: 2
Total cost of upgrades: 70 parts (45 recommended)

+ Massive damage
+ Splash damage
+ Great accuracy
- Dangerous up close
- Low ammo capacity
- Can't fire while moving
- Heavy weapon

This is your heavy artillery: lethal to regular enemies and highly effective
against bosses. Unfortunately, it's more than just heavy: you can't move for a
few moments just after firing. This makes you very vulnerable to any survivors.
Make sure you don't put yourself in a position where the aliens you don't blow
up can get to you quickly. Rockets are pretty scarce, too, so you should make
sure that you need the extra firepower. To a certain extent I suggest saving up
most of your ammo for the bosses. (Apparently you can roll even if the launcher
is obviously a heavy weapon. This might be a bug.)

Double Warhead (25 parts)
Think of this upgrade as making the rocket launcher into a sort of explosive
railgun: if your rocket kills its target, it will keep on going and blow up on
whatever is on its way next. (Unlike the railgun, however, it will only pass
through one enemy.) It's very cool, but it is absolutely overkill in most

Targeting System (15 parts)*
This cheap upgrade removes the short immobility period after firing a rocket.
Since this is by far the rocket launcher's worst flaw, there's is little doubt
that you want this as soon as possible.

Nuclear Warhead (30 parts)*
Combines four rockets into a single massive rocket with immense damage and a
larger splash radius. Absolutely no regular enemy can take a direct hit and
live, but the nuke really shines in boss battles. This is the boss killer, all
the way through the endgame. Be sure to mind your ammo count: in the best of
cases, you can only shoot six nukes on a full stock of rockets.

---Electric Gun---
Clip size: bottomless
Maximum ammo: 1200
Ammo pickup size: 200
Total cost of upgrades: 150 parts (50 recommended)

+ Great damage
+ Can hit several enemies at once
+ Stun effect
+ No reloading necessary
- Mostly ineffective at medium and long range
- Short "spin-up" delay
- Upgrades extremely expensive
- Ammo is very scarce
- Heavy weapon

Fires a randomly spreading stream of lightning bolts, each with a temporary
stunning effect similar to the pulse rifle's taser. You might hit enemies at
medium range with some luck, but close-up is where the real damage is. Imagine
a combination shotgun/flamethrower and you're starting to get the idea. If you
can keep melee enemies in front of you, they will never get the chance to hurt
you. It's a great trump card and panic button, but it's not so overwhelmingly
powerful as to make the rest of your arsenal pointless.

Multi-Target System (50 parts)
This upgrade adds more bolts to the primary fire mode, which translates
directly into more damage. This makes a very effective close range weapon into
a massively devastating one that can hold its own at medium range. No swarm can
stand up to an electric gun with this upgrade. Also, individual bolts seem to
have better range and can go further ahead than usual, but not enough to make
it effective or reliable at long range.

Ion Recharger (50 parts)*
Can you say "infinite ammo"? This upgrade makes the electric gun slowly
recharge up to maximum power over time. Believe me: you'll feel a whole lot
better about using this awesome weapon if you don't have to keep an eye on your
ammo count.

Electric Burst (50 parts)
This secondary fire mode shoots a single blast of energy. However, the damage
it does depends on how long you hold the trigger before releasing it. Charging
the burst eats up your ammo over time. Simply tapping the trigger shoots 5
points' worth of ammo, but the real power comes when you let the gun charge up
to its 40 point maximum. The fully charged damage is downright monstrous, and
the blast even acquires the piercing properties of a railgun round. You'll know
you're holding a full charge when you hear a quick beeping sound. However,
don't hold it too long or the burst will disappear harmlessly.


SECTION 3  - Know your enemies

The purpose of this section is to describe all the non-boss enemies in the
game, in the order in which they appear in the standard campaign, as well as
provide some specific strategies to get rid of them with minimal trouble.
Bosses will be detailed in Section 5, the walkthrough proper. In case you're
wondering, I take all the enemy names from the level editor. As far as I know,
none of the enemies are actually named in-game.

Damage: low
Health: low
Threat rating: 1/5

Scavengers are small, gray, insect-like creatures with four legs and a tail.
They are the first alien threat you face in the game, and are accordingly
wimpy. However, they almost always hang out in packs of at least three, and if
you don't pay attention they are very capable of killing you in a few moments.

Recommended weapon: All weapons are very effective, so I recommend you use the
pistol to save ammo. However, the scavengers are so tiny that even the pistol's
otherwise great accuracy becomes somewhat inadequate at very long range. If you
can't hit them, get a little closer.

-They have the annoying habit of hiding in vents and pipes and popping out when
 you least expect it. I'll point this out in the walkthrough whenever possible.
-An important thing to remember is that they are completely spooked by your
 flashlight. Shine it on them and they will run away from you so long as they
 are lit up. If you're in trouble, this is a simple way to get some breathing
 room. On the other hand, if you're trying to exterminate them, it may be best
 to turn off the light before they lead you on a wild goose chase.
-Your radar isn't very good at spotting scavengers; they're pretty quick and
 tend to move somewhat erratically. Don't rely on it too much when you suspect
 they're around.
-The scavengers' small size works against you: dead scavengers provide some
 cover for any live ones that remain behind them, so half the time you may
 actually be shooting at a pile of corpses. Oops. Make sure you actually hit
 the living ones before moving on.

---Wrencher (black)---
Damage: medium
Health: low
Threat rating: 2/5

Black wrenchers are nasty four-legged predators with claws as long as a man's
forearm and a jaw big enough to decapitate you in one bite. They're pretty
tough in the beginning when you don't have upgraded weapons, but they quickly
become the game's zerglings: not difficult individually but a threat in

Recommended weapons: When facing lone wrenchers, there's no reason not to use
the pistol. Swarms of them mean trouble, though. If they're still far away,
use the pulse rifle and spray the whole gang. If you only shoot one, the others
may have the time to get in close. If they do get too close for comfort, switch
to the shotgun; a single shell point blank in the face is usually enough.
Stronger weapons will do the job faster but they're kind of overkill.

-Wrenchers love hiding in vents, mineshafts, holes, and even in dark corners
 behind machinery. They can even show up behind you from areas you thought you
 had cleared. Fortunately your radar is perfectly capable of tracking them for
 you, since they usually move in a straight, predictable line.
-They have a surprisingly quick leaping attack that can hit you from quite a
 distance away. It's easily dodged if you see it coming, but your best bet is
 to kill them before they get close enough to jump at you.
-Sometimes you'll find a pack of wrenchers busy eating a corpse on the ground.
 This is the perfect occasion to lob a grenade, or at least run in guns blazing
 so you can kill them all before they get a chance to react.

Damage: low
Health: low
Threat rating: 2/5

Spitworms are flesh-colored, man-sized worm creatures. They don't show up very
often, and they're not particularly tough, but they are still very annoying.
They attack by spitting a gob of green goo, making them the first ranged enemy
you'll encounter. Fortunately, they are terrible shots and will often miss you
even if you're not moving at all. Additionally, in the outdoors levels they
have the ability to burrow and tunnel under the ground, giving them the
capacity to attack from almost any direction.

Recommended weapon: The pistol is sufficient when you first encounter them,
though you might want to use the pulse rifle instead if you're being pressured
by wrenchers at the same time. Later on, when they start popping in and out of
the ground, it's better to deliver a lot of damage in a short period of time;
the shotgun is perfectly appropriate then.

-This enemy is ideal to practice rolling to avoid projectiles. If the worms'
 slow moving green goo can reliably hit you, it might be a good idea to train a
 bit before enemies with rapid fire guns show up.

---Brute Mauler---
Damage: high
Health: very high
Threat rating: 4/5

Huge muscular humanoids with sickly pink skin and automatic laser cannons for
hands? You'll know them when you see them. They usually patrol set areas and
shoot you on sight, even chasing you a little ways off their route if you get
away. Their laser guns do immense damage and they basically don't need to
reload, so make sure to kill them quickly, to have cover, or to be really good
at rolling.

Recommended weapon: If you have decent cover, room to retreat way back, and you
aren't being attacked by wrenchers or by more than one mauler, the pistol can
be enough; take your time to pump a few fully upgraded clips into him and he'll
go down with minimal trouble. In every other case, you're in for a fight. The
minigun is probably your best bet, but the grenade launcher will do in a pinch
if you're good enough. You can also count on the shotgun's burst fire mode to
take down single maulers quickly if you can get close enough.

-If you get too close to a mauler, he'll slam you in the head with its guns.
 The muscles aren't just for show: this causes absolutely massive damage. Just
 don't get in melee range at all.
-Maulers will pursue you off their patrol routes, but not too far. If you wait 
 out of their sight for a short while, they'll return to their posts. This is
 your chance to shoot them in the back.
-Cover is key. Maulers are deadly shots and their continuous volley of lasers
 makes dodging impractical. If you're in the open, back up and roll behind
 cover as soon as you can.
-Like all the other enemies in the game, maulers can't open doors. This is a
 lifesaver, as doors are perfect cover to wait out their chase.
-Sometimes, a mauler will stop shooting, lower his head, and charge at you.
 Needless to say, this is your cue to get out of the way -quickly-.

---Arachnoid Enforcer---
Damage: high
Health: high
Threat rating: 4/5

The enforcers are half-humanoid half-spider hybrids, with six legs and a laser
cannon for an arm. They fire in bursts of about five shots with a slight pause
in between. You can't survive many of these bursts at point blank range, so you
must keep your distance. The shots are not very hard to dodge, but they travel
quickly, do lots of damage, and it's likely that if one hits, at least a few
more will. It doesn't help that they are usually found in small groups or
hidden right behind doors, making rolling difficult. 

Recommended weapon: If you're good enough at dodging to stay out of cover, the
pulse rifle is very effective. Almost any weapon that lets you keep your
distance will do, but you should stay away from the heavy weapons that slow you
down and don't allow you to roll, such as the minigun. The laser rifle is a
good backup here, as the enforcer's mobility is fairly limited.

-If you get close to an enforcer, it'll try to spear you with one of its front
 legs. This causes a fair amount of damage, so keep your distance.
-The enforcers are tough grunts and a dangerous nuisance, but they have
 predictable firing patterns are and bad at leading their shots. You'll fare
 much better against them if you learn to dodge well than if you just pop in
 and out of cover. Besides, they'll often wait behind cover themselves and wait
 until you put yourself in a vulnerable position.

---Wrencher (red)---
Damage: high
Health: medium
Threat rating: 3/5

The red wrenchers are a larger, tougher breed of wrencher, recognizable by
their red carapace. They can cut you into ribbons in a couple of seconds; if
they happen to surround you, you have but an instant to save yourself from
certain death. The same strategies apply as for the black variety, but you have
to be better at it, and use bigger guns.

Recommended weapon: The pistol is still good enough for lone red wrenchers,
especially if you have the law enforcer upgrade to buy you some time to apply
the required firepower. You can no longer count on instant shotgun kills at
point-blank range, however. They can sometimes take a couple shells in the face
and still keep coming for a third. Up close, against a swarm, your best bet is
the upgraded flamethrower. From far away, the pulse rifle will still work but
if you have the ammo it's not a bad idea to switch to the laser rifle, the
minigun or even the railgun if you can line up a good enough shot from a

-The black wrenchers are basically practice for the red ones. If you have the
 skill to advance in the game, you have the skill to knock the reds around when
 you see them.

Damage: high
Health: medium
Threat rating: 4/5

Scytheworms are large worm/serpent creatures with long blades for arms. Or at
least, that's what they look like when you can see them. That's right: they
have cloaking devices and can make themselves invisible. They can't shoot at
you, but they are the enemies most likely to surround you and hit you in the
back. You will learn to dread the characteristic wet slicing sound of a
scytheworm's blade taking away a big chunk of your health meter. Fortunately
for you, their cloaks have a fatal weakness: they fail when directly lit by
your flashlight. So don't let that light run out, or you're as good as dead.

Recommended weapons: The scytheworms aren't particularly durable; the shotgun
and upgraded pulse rifle (and even the pistol, if you have the nerve) will
serve you well, but don't be afraid to use the bigger guns if you're in danger
of being cornered. The flamethrower will work fine against large numbers.

-Scytheworms have a quick dashing attack similar to the wrenchers' leap. They
 have to get a little closer to use it but you still have to watch out for it.
-Sometimes a worm won't turn on its cloaking device at all and stay visible all
 the time. Sucks to be him. Blast that fool and move on.
-The cloaked worms usually don't show up on your radar, so don't count on it.
-If you hear a worm's attack sound (you'll know it when you hear it), MOVE.
 Don't waste time trying to turn around and kill it, because if you stay in the
 same spot the worm will just hit you again. Run away first, shoot later.
-The slicing sound isn't the worms' only sound you will remember. Most packs
 make a distinctive sort of gravelly hissing sound when you get in their
 general area. This is your clue to turn on the flashlight and watch your back.
 This hissing won't stop until you leave the area or all the nearby worms are
 dead. However, don't count on it to alert you all the time. Sometimes they'll
 just pop out without any warning at all. It pays to stay on your toes.
-If you can, put your back to a wall and keep moving. The scytheworms are
 especially good at sneaking up on you and you don't want them behind your back
 or flanking you. Don't even turn your back on empty areas you know you've
 cleared of enemies. The worms -will- avoid your line of vision and sneak in
-It bears repeating: don't let your flashlight run out when scytheworms are
 around. If you're in the dark with a pack of worms, you will die.

Damage: medium
Health: medium
Threat rating: 3/5

Small spider-like critters, bigger than scavengers but not as large as black
wrenchers. They hang out in large swarms but tend to stick to their own
business if you don't shoot them or get too close. They have an annoying
poisonous bite that slowly decreases your health and distorts your view. Their
most significant characteristic, however, is their reaction to light. Simply
put, your flashlight absolutely enrages them. Lit spiders start moving very
quickly and make a beeline for your position. Accidentally lighting up an
entire scythespider swarm is one of the worst mistakes you can make if you're
not prepared for the onslaught.

Recommended weapon: Grenades, especially upgraded ones, are the single best way
to take out a "dormant" swarm of spiders. They tend to stick close together and
you can explode a lot of them with just a few rounds. Berserk swarms are
something else entirely. They move too quickly to bother with single-target
weapons. You want to use the railgun (preferably upgraded), the minigun (if you
have a corridor to funnel the swarm into), or the flamethrower. In fact,
torching swarms of spiders is the best use you can make of the flamethrower in
the entire game, and it's a lot of fun too.

-Spiders don't do that much damage on hit, but the poison can add up while
 you're not paying attention. Try and find a medikit before you get into
 another fight.
-You may think the view distortion from poison isn't so bad, but it's enough to
 throw off your aim at least a little. Find a safe place to wait it out if you
 can, but don't let it kill you if you think you can get to a medikit.
-"Dormant" swarms don't move around very much; your radar will often fail to
 pick up scythespiders before it's too late.
-Sometimes it's better to walk in complete darkness than to risk enraging a
 spider swarm. Turn off that flashlight if you think you risk stumbling into a
 swarm anytime soon.
-If you're planning on fighting a swarm with the flamethrower, plan ahead and
 put a fuel trap or two on your escape route. This will increase your chances
 of survival a fair bit.

---Brute Soldier---
Damage: very high
Health: very high
Threat rating: 5/5

The brute soldier is an extra tough version of the brute mauler, easily
recognizable by the glowing blue tubes running up its spine. The other obvious
difference is that the soldiers have an impenetrable energy shield covering
their entire front half. Otherwise, they behave the same as their lesser
comrades and seem to carry the same weapons. However, you are basically forced
to sneak up on them, as frontal assault is no longer an option. They usually
show up in pairs, too, so be always wary that you might be caught in a
crossfire with no quick escape.

Recommended weapons: You want guns that do massive damage in a very short
amount of time. The railgun is your best friend here, especially if you can
line up two soldiers. (Watch out, though, as some soldiers can survive a single
railgun shot.) The minigun and the laser rifle's secondary fire are also super
effective, though they may give the soldier enough time to turn around. The
electric gun is surprisingly good against lone soldiers as well. If you can get
close enough, the soldier will be stunned, unable to move before he's dead and
smoking. A sufficiently charged electric burst will also do the trick.

-As tough as the soldiers are, they suffer from the same intelligence
 deficiency as the maulers. They leave themselves completely open when
 returning to their patrol routes from a chase and you can easily exploit this
-With some planning, you can setup a minigun turret in a spot that a soldier
 will turn his back on during his patrol, while you create a distraction on the
 other side. If he turns to knock over your turret first, shoot him in the
 back. If he goes after you, take cover while your minigun fills his sorry ass
 with hot lead.
-The gas from a Poison Grenade and the flame from a lit Fuel Trap both bypass
 the soldier's shield. You can score some pretty cool tactical kills with


SECTION 4  - General tips

Here is some miscellaneous advice on how to make your time on Ganymede a little
more pleasant.

- You should always try to go out of your way to kill as many enemies as
  possible. The more aliens you kill, the more repair parts you may get. Even
  scavengers can drop parts.

- Do not underestimate any of your foes. Some aliens are much wimpier than the
  others, but they are all threats. Scavengers are the weakest creatures in the
  game, but if you ignore them they -will- kill you.

- Your radar is much better at detecting fast-moving or large enemies than
  slow-moving or small ones. Furthermore, the radar's pulses will often miss
  aliens that spring from hiding close to you. Make sure you don't let a clear
  radar display lull you into a false sense of security.

- Never let enemies get behind you. Give up terrain and run away if you must,
  but in almost no circumstances should you try and stand your ground when
  you're being flanked or trapped in a pincer attack. If at all possible,
  always try to maneuver so all your foes are kept in one single direction, and
  point your gun that way.

- Mind your flashlight power. Even without considering light's obvious effects
  on scavengers, scythespiders and scytheworms, you always want to be able to
  see what's in front of you. If your battery runs out, it'll take a little
  while to recharge to the point where you can turn on the light again, so be
  sure you do what you can to conserve energy.

- Your rolling move allows you to go right through most projectiles but it's
  rarely fast enough to escape melee enemies. Besides, you can't change
  direction halfway through; don't roll carelessly into even worse trouble than
  what you're trying to evade in the first place.

- Medikits are plentiful in Shadowgrounds, but enemies do very large amounts of
  damage compared to other games. While this means that you should rarely have
  to worry about your health in-between battles, it also means that you cannot
  take a lot of hurt in a single fight. You can afford to take a few hits in
  the early game, but the later levels will punish you for neglecting your
  defensive skills.

- Speaking of medikits... The packs you find on the ground restore 25 points of
  health, while those you find in wall-mounted first-aid boxes restore 50
  points. Try to use only the type you really need. You never know when you may
  need to retrace your steps and heal up.

- Learn to recognize the green "SUPPLIES" crates on sight. They're easy to
  spot, even in the dark; they have two small green lights on top. Destroying
  them always rewards you with small medikits or ammo. If you have time, break
  them open with the pistol to save ammunition.

- Ammo pickups, medikits and repair parts can stay on the ground indefinitely,
  so you don't have to worry about picking up everything right away.

- Ammo bags are way cool: they restore the ammunition of all your weapons as if
  you had picked up one standard ammo refill for each of them. Some types of 
  ammunition are so rare that you'll probably find more of them in bags than in
  regular pickups.

- Red barrels explode when shot. This is just as useful as in every other
  shooter ever made. Try to lure enemies near them, but stay away yourself.

- Take advantage of ally NPCs: they don't have a lot of firepower, but they can
  sometimes spot aliens before you do. Pay attention to wherever they seem to
  be shooting at even if you don't see anything yourself.

- You may have a bird's-eye view of the action, but your foes don't. They can
  see through windows and over/under tables and other such furniture, but not
  through crates, doors or other solid scenery. They only see what's in front
  of them, too. Take every advantage available to you when approaching unaware
  enemies, and think of a plan of attack. It's completely possible to come out
  of nearly every confrontation in the game without taking a scratch.

- Don't destroy every regular gray crate and barrel on sight. Break what you
  need to get by, but be sure to leave some behind in case you need cover
  later. Besides, they never contain anything you can use.

- Your enemies' guns can destroy the scenery, too! If your cover seems like
  it's about to fall apart, find another spot quickly.

- Grenades and rockets can destroy some furniture and types of crates that are
  otherwise impervious to your weapons. You can clear paths through passages
  blocked by the above, but rubble from broken sections of wall or ceiling
  cannot be removed.

- Most doors close automatically after a certain period of time, but it's
  possible to close them manually before then. However, if you stand too close
  to an automatic door, it will open immediately when you try to close it. If
  you need to close a door in a hurry, you should move away from its detection
  range, but not so far away that the "Press Use to close door" message
  disappears. It's worth it to practice a few times in the beginning to get the
  distance just right.

- It goes without saying, but you should customize the controls so they are
  absolutely comfortable to you. The default settings are okay, but I
  recommend putting the Reload function on your middle mouse button if you have
  one. That way your left hand only has to take care of movement, and your
  right hand takes care of your weapons.


SECTION 5  - Walkthrough

This walkthrough is written for the Medium difficulty setting, but it's
almost certain to be good for the tougher settings. In fact, if you play on
Medium, the strategies here should leave you with plenty of margin for error.

I always assume the top of the minimap screen is the north. I normally wouldn't
mention this, but once or twice a character gives you directions that don't
match up with the minimap. Follow the blue objective marker and my instructions
and you'll be all right.

There are ways to abuse the location of respawn points in order to make certain
portions of the game easier. However, this walkthrough will never consider
dying and respawning as a valid option. I fully intend to prepare you in such a
way that you should never lose a respawn, much less have to abuse the respawn
points. Of course, this is an action game, and it takes more than just a good
walkthrough to survive...

---5.01 - Introduction---

It all begins with your boss yelling at you. Chin up: that verbal abuse is
going to be the least of your problems today. Activate the radio, wait until
the west door opens, then go outside to join up with your crew. Your flashlight
starts on but you should turn it off to save power before it runs out of juice.
Saving flashlight energy isn't that important right now but it's a good habit
to take.

(The computer screen in your workshop holds a bit of plot information. You'll
find a lot of these along the way (in dropped PDAs, too). They're pretty cool,
but they don't really help you survive so I won't bother mentioning them.
Besides, you're going to find the vast majority of them as you go whether I
tell you about them or not.)

Once you get off the vehicle, it's time to start fixin'. Get used to it, you'll
have to do it a few times in the game and you won't always have all the time in
the world like you do now. Just follow the blue objective indicator on your
radar. There are three broken transmitters; walk up to each of them and hold
your Use key until the repair bar fills up. Wasn't that easy?

Get out of this small fenced area and take the south path. You'll soon come to
a building.

The main thing you have to remember about doors is that red doors are usually
locked, and green doors aren't. However, some destroyed, broken doors have red
lights but you can still go through them. This isn't important for now, though.

The place is deserted. Go southwest and follow the corridor. There are
diversions along the way but all you really want is to reach the end of the
corridor. Cutscene time!

The door locks behind you. At this point you've probably seen some tiny
critters running across the floor. They're completely harmless; in fact, you
can kill them just by walking over them. There are two doorways in this
corridor; one leads to a surveillance center, the other to the reactor room,
which is where you're going. Once you're in the big reactor room, go north and
activate the terminal.

It's time to leave, but something's wrong. The reactor room now has some new
inhabitants: scavengers! You don't have a weapon, but they hate your
flashlight. Turn it on and point it at any who get too close. They can hurt and
kill you, so don't waste any time and escape through the west doors, the same
way you came in the first time. Try and back up through them to make sure
you're not followed.

The north door is unlocked now, so make your way up there and keep going
through an outdoors area to another building. As soon as you're in, you find...
a pistol!

At this point you can go back to the reactor room and give the scavengers the
business if you want to, but it's a bit far. Either way, you'll have to keep
going north to a large warehouse. It's dark and positively crawling with
scavengers, so turn on your flashlight and put your shiny new pistol to good
use. Progress carefully and be very wary of the big cement pipes you'll find
laying around. A good number of them have scavengers hiding inside who'd love
nothing more than to sneak up on your back.

Notice the large stacks of gray crates all around here. These are the type of
crates you can destroy with any weapon. There's not much point in doing that
here but you can if you want to.

Near the exit you'll find the remains of your crew, and you'll be contacted
by Jane Arwyn, who needs your help. Leave the warehouse and you'll find
yourself outside, right near where you started. Get in your vehicle, and step
on the gas. You've a got a lady to rescue.

---5.02 - The Water Treatment Facility---

From the beginning you can explore a fairly large area, but there's not much to
be found. Go east through either door to enter the building.

Right as you come in you'll see a bunch of scavengers inside a closed-off
security booth. There's pack of scavengers in there, but luckily you can kill
them all by breaking the window and shooting them from outside.

Directly east of the booth you'll find the keycard you need. South of there is
an empty bathroom and a scavenger-infested storage area. You'll find a large
medikit in storage in case the scavengers chewed you up some.

To the north is a glass-enclosed office-type area with, you guessed it,
scavengers. North of this office, in a small room, you'll find the awesome
pulse rifle. Don't waste rifle ammo on scavengers; you'll soon run into tougher
targets. Go east of the office area and exit the building through the door near
the vending machine.

You're outside, in the rain. Go south until you reach a fence in your way, then
east. Watch out though! Several vents in this area will pop open, revealing up
to four scavengers apiece. You can easily shoot them before they cause any
trouble. Once you're as far south and east as you can go, enter the next
building through the door you see north of you.

Immediately you find youself in a corridor with a dead guard and some rifle
ammo. To the east is the water treatment machinery; to the west is a control
room infested with scavengers. Kill as many as you can through the windows,
then come inside and activate the terminal to shut off the steam. There's
another large medikit here if you need it: check the walls.

There are two ways into the treatment room, but the southern one is broken. Get
in, and look below the catwalks as your first black wrencher tears apart an
unfortunate scientist. Things are getting ugly... Leave that room by either
east door.

There's some health and ammo in the rooms to the southeast. Watch out, because
a few vents in this area have scavengers hiding inside. Pay attention to
sudden clanging metal sounds. When you're ready, go northeast to the elevator
marked with the blue objective beacon, and press the Use key to ride it.

A nasty surprise awaits you once you're off the elevator: wrenchers! They're
coming out of the floor one by one but they're still nothing to sneeze at. Back
up near the elevator, equip your pulse rifle, and kill them as they come at
you. If you remain near the hole, you won't have the time to kill them before
they hit you. Once you're done, get the medikit and ammo and leave to the east.
(In addition to the ammo in the wrencher room, there's some to the southeast.)

This is the bottom level of the water treatment room we were in earlier, and
there's a wrencher waiting for you right away! Fortunately, it's far enough
that you can kill it with the pistol well enough. Don't let your guard down,
though, because there are scavengers close-by.

Go south towards your objective. There are more wrenchers here, sometimes in
numbers. If you have at least 7 parts by now, you probably want to buy your
pistol's Enhanced Damage upgrade. It'll make your life a lot easier. If you're
missing a few, buy it as soon as you have enough.

You'll find a keycard in a corner to the south. Be aware, though, that picking
it up starts a timer, and that you'll have to hurry through the next section.
Take a deep breath, gather your wits, and pick up the card. You should also
equip your rifle. There's no time to mess around with the pistol right now.

Go a little ways west, then north between the pools. You'll see doors along the
way but don't bother with them yet. There are a few wrenchers behind barrels,
and scavengers will pop out of their usual hiding places, but it's nothing your
rifle can't handle quickly. Go far enough north and you'll see doors with
yellow lights. Get inside that room.

Get ready for a fight! Wrenchers will climb up from behind the machinery, and
there's a lot of them. Don't even bother with the pistol. As soon as you can,
go in the room in the west and activate the terminal. This will stop the timer
and give you all the time you need to clear out the wrenchers.

When you're done with the whole bloody affair, go back south to where the pools
were, and enter the door at the end of the hall. There are a few more wrenchers
behind machinery here, but don't worry, there's nothing so hectic as what you
just went through. Keep going east until you find pump spare parts in a small
room. (Watch out for a sneaky scavenger there.) Now return to the pools area.

You've probably noticed a dead guy and his shotgun floating in a blood-filled
pool here. A terminal in front of the pool can lower the water, but the pump
is broken and you have to go in the back to fix it with the parts you just
picked up. Activate the sparking pipe, then the terminal in the front, and pick
up your new toy.

Go back north. Just past the last pool is a corridor going west into a room
full of the ventilation machines you just shut down. Watch out for wrenchers
and scavengers popping out of hiding places, then go to the other side to
meet up with Jane and a scientist.

Time to go back east, but not's all as it seems. A large pack of wrenchers is
waiting for you! You want the rifle or the shotgun here. If you can afford the
rifle's Radiated Bullets upgrade, buy it. You don't have many shotgun shells
yet anyway. Make your way back east to the room where you had the big wrencher
fight earlier (just before shutting down the ventilation machines), but leave
through the east door this time.

More wrenchers! Clean house and go north. You'll find a door going west into
a room with a medikit and some ammo, but there are a few wrenchers in there as
well. Once you're done keep going north.

You'll have to spend some time in this room while Jane opens the doors.
Wrenchers will keep coming from many directions, including from the vent in the
floor, and through the east window, so use that rifle or shotgun and defend
yourself! If you need them, there are some supplies in the small room to the
west. Loot it before leaving, at least. Once the door is open, go east.

Now it's all about following that huge corridor. There aren't any ways to get
lost, so concentrate on detecting the enemies. Pay particular attention to your
radar as some wrenchers will come from behind. You'll soon run into spitworms.
They have terrible aim and are fairly wimpy, but they still hurt so watch out.

Eventually you'll come up to a large door, before which are lots of ammo and a
couple of SUPPLIES crates. It's the best moment to check on your upgrades and
regroup, for reasons that will soon become obvious. What you want first are the
pistol and rifle damage upgrades. You should have plenty of parts by now, and
these upgrades are so completely useful that there's no reason not to buy them.

Next you probably want the Assault Extension for your pistol. The clip capacity
and reload speed are worth the five parts and will serve you well for the rest
of the game. The shotgun's upgrades aren't as important right now but you may
find the Capacity Extension useful right now if you decide to get it.

When you're ready, take a deep breath and enter the door.


This is one tough customer. This huge creature can come out of any of the four
pools in this room. It has two modes of attack: spitting sprays of green goo
that is similar to the spitworms', and, if you get too close, striking you
with its tentacles. The goo is fast, accurate, and temporarily slows you down,
so you don't want it to hit you. On the other hand, the tentacles cause massive
damage. You are safe nowhere.

If that wasn't bad enough, spitworms will periodically come out of the ground
to attack you. That's just to keep you on your toes.

Oh, and you're alone. Jane and the scientist are forced to wuss out on this

First thing first: KEEP MOVING. All the time. Even when the beast is submerged.
It'll help you avoid the spitworms' projectiles if nothing else. When the beast
is out, move side to side so it has to track you; if you move back or forward
its projectiles are guaranteed to hit. Follow of pattern of "dodge left, dodge
right, repeat". If it comes up close to you, BACK OFF and ROLL AWAY. You don't
want that thing to punch you, ever. And in every case, stay off the catwalks
over the pool. That's just asking for a tentacle in the face.

So. The upgraded pistol and pulse rifle are your best friends here. If you have
a good trigger finger, you can even count on the pistol doing the job faster
than the rifle. The shotgun does a lot of damage, but only if you're pretty
close. What you want to do, is to pick the side of the room that is farthest
from the beast, and keep walking left and right while continually firing at the
thing's head. If you have a good shot at killing a spitworm, do so, but don't
go out of your way to shoot these guys unless there's really a lot of them.
Your priority is the big critter.

There are a few medikits on the walls in case your health drops to around 50,
and a couple of SUPPLIES crates here and there, so make use of them when you
need them. You probably will. (In case of the crates, it's a good idea to
break them when the beast is underwater so you can pick up their contents
easily later.)

Once the thing is dead, you, Jane and the scientist rejoin, and two of you go
straight to the next level. Congrats!

---5.03 - "The Weather Station 5"---

So this weather station is actually a military bunker. That's actually good
news for you. You'll get more help from a detachment of marines than from a
weather girl.

Follow Jane through the station. Once you've met up with Baxter, do as he says
and get ammo refills from the nearby room. You probably need the supplies after
the big fight you just went through, so grab all you can carry. When you're
done, word is the base is being attacked from the south.

The first part of this level is a base defense operation. Knowing the layout
of the station is key to success.

The station is built like an octogon. It has four large gate rooms facing each
cardinal direction, a large ring corridor joining every gate, and a number of
utility and storage rooms in the middle. The outer ring corridor has lots
of SUPPLIES crates, a few medikits, and even a couple of explosive barrels. The
inner rooms have ammo and medikits too, so visit them if you run low.

Get back to the outer corridor and follow the directions on the floor to get to
the south gate. The first brute mauler you see breaks down the door and lets in
a large pack of wrenchers. The little soldier here is really no match for the
assault, but you are. Use the barrels as cover and take out the wrenchers
first. Retreat down the corridor if you have to.

The aliens are not going to wait for you to launch their next attack on the
east gate, but make sure the south gate is entirely clear of hostiles before
you go assist on the new front.

The aliens have basically the same formation as before, but this time you have
a chance to shoot the mauler before the gate is completely broken. Pump as many
pistol shots as you can into the creature before the gate opens and the
wrenchers come in. When you're done, north gate is next. Don't forget to drop
by the inner rooms if you need supplies.

The north gate fight is similar to the others, but there are two maulers this
time. Fortunately, there's an explosive barrel near one of the doors; if you
get there soon enough you can really hurt the maulers with it. When you're done
here, go back to Baxter in the center.

You have a little time to set up defenses, so get to it. The turrets are fairly
powerful and are sure to make a difference. Grab the ammo bags in the room,
then get going. The turrets are most effective in the center of the gate rooms,
placed in a spot where they have a clear shot at anything that comes from

You want to place a turret to the west, the east, and the north. Unfortunately,
you might not have time to place all three of them before the attacks start
again. Be quick and check your map to be sure you're taking the shortest

The assaults happen much as they did before, only now you have the turrets to
help you. Always clear a gate before you move on to the next, and in every case
take the turret with you when you go to the next front. It's a huge help.

Once you've defended the three gates above, another assault will happen east.
This is the last one. Defeat all the aliens and wait until Baxter orders you
back to the command room. Take the time to check out the ring corridor and the
inner rooms to collect everything you can get your hands on. You won't be
coming back here so don't be afraid to thoroughly loot the place.

After the cutscene, you find yourself in the basement. You'll find rifle ammo
at the east end of the corridor, but the action's in the west.

This large warehouse is dark and swarming with scavengers, so be extra careful.
The main exit is in the south, but the rooms along the north and west walls are
worth visiting.

The northeast room has SUPPLIES crates. Just west of that room, you'll find a
lot of gray crates stacked up. Break through the ones on west side to make your
way to a flamethrower! Don't miss the two fuel canisters hidden behind more
crates nearby.

The next room to the west has medikits, more supplies, and a terminal you need
to activate to open the large doors to the south. The two doors along the west
wall of the warehouse have a computer log and SUPPLIES crates. Once you're done
here, go south and get ready for a fight.

This is basically a long corridor, filled with wrenchers, scavengers, and a
mauler. Your new flamethrower will do a decent job of burning you a path, but
use whatever weapons you feel comfortable with.

When you get outside, things change up a bit. You are presented with a long
lit path winding through the darkness. Waves of wrenchers will run at you
repeatedly as you forge ahead. Fortunately, the base's huge cannon will cover
you some, and you can expect it to explode a lot of the wrenchers before they
get close to you. You'll still have to do to a lot of the killing yourself, but
it's much easier than the corridor you've just been through. (And don't worry
about being hit by the cannon; the marines are good shots and won't hurt you.)

You should stick to the lit path. It's possible to go in the darkness, but
there's nothing of interest out there and the cannon won't cover you as well if
at all. I recommend using the shotgun here, because there's some ammo for it
halfway through, and chances are the wrenchers that are far away will be
exploded by the cannon before you have a chance to shoot them.

When you get to the APC, you'll find a mauler waiting for you there. He's
nothing compared to what you've been through yet, so use the vehicle for cover
and give him the business. Once he goes down, you win. Pat yourself on the back
and get ready for the next level!

---5.04 - The Communications Center---

The first part of this stage is somewhat different from the others. It's a
fairly large area with a number of small buildings and a few separate paths
joining them. You'll spend much of your time travelling in open ground while
periodically encountering small packs of wrenchers, with the occasional
spitworm or scavenger swarm thrown in. None of these opponents are very
difficult, but if you just run around and ignore them you'll soon be chased by
more aliens than you can handle. Take all the time you need to kill your foes
as they appear and you'll be ready for the tougher parts of the level.

Follow Jane inside so she can give you your first real objective. This building
has a few medikits and ammo bags, but expect to stumble on a scavenger or two
as well. (There is a flamethrower behind a locked door, but you can't get to it
just yet.) When you're done stocking up, go south to the backup generator.

The generator building is infested with scavengers, but nothing else is
remarkable or complicated about it. Activate the terminal inside. Jane says the
radar is south, but it's actually northwest on your map.

However, I'll take you on a small diversion to the southwest first. From the
generator building, go west along the lit path until it curves to the north.
At this curve, keep heading west into the darkness until you reach a burning
vehicle. There's some ammo on the ground but that's not why you're here. On the
other side of the flaming wreckage, you'll find a foggy path heading south.
Follow that path.

(If you strictly follow your objectives, you still have to do a few things
before you get to this place. However, there's a very useful item in this area
that is well worth the detour.)

Meet the arachnoid enforcers! They're the shadowy creatures you saw in the
cutscene at the beginning of the level. Think of the enforcers as miniature
maulers: they're not as tough but they are much faster and like to hang out in
squads. Fortunately, the rocky terrain provides you with plenty of
indestructible cover to hide behind, so you should be able to defeat them all
without too much trouble.

(By the way, the enforcer fight here has my favorite music in the entire game.
Buy the soundtrack, it's awesome.)

At your first fork in the road, go east and up the slope to find... the

Now is the time to talk about upgrades. All the minigun upgrades rock, but if
you can afford it, buy the Minigun Sentry right now. You'll see why later in
the stage. If you can't afford it right now, get the Improved Rotation instead.
It'll still help you, but not as much.

When you're done upgrading, go back to the fork in the road. You can go west
and fight some more enforcers right now, which is a handy way of getting a
couple more parts if you only need a few to buy minigun upgrades, but you have
nothing else to do in this area right now. Either way, return to the burning
vehicle you say earlier and head north.

You'll see a dead marine with a shotgun soon, but it's bait; spitworms will
pop out of the ground and surround you when you get near. You can kill them
easily, but don't be caught by surprise.

Keep going north and you'll reach a brightly lit area and larger building. This
building is your objective.

The center corridor leads to an elevator, but the door is locked. The south
corridor leads to ammo and a couple of wrenchers; the north corridor has
wrenchers as well but it holds a medikit, a keycard and the terminal that
unlocks the elevator door. (That keycard unlocks the flamethrower in the first
building. You can get it right now but it's at the other end of the stage. It's
up to you.)

You'll notice a mauler patrolling around near the elevator. You can shoot him
through the window easily. Try to explode the red barrel when the mauler is
nearby for extra damage, but you shouldn't really need to.

Alright, now you need to be truly prepared for the next part. I am not kidding;
this part is ass-hard. If you don't know what ass-hard is, then you will by the
time you're done. Check your health and ammo; if you don't have plenty of
everything, run around the stage to the places you've already been to and pick
up all the medikits and ammo you didn't need the first time around.

If you're still low, go east of the radar building; you'll find two small
security posts with some supplies inside. Both have wrenchers around, waiting
to ambush you as soon as you get close, but they're nothing you can't take care

When you're ready, return to the radar building and step in the elevator. If
you thought the game was easy so far, this is where it gets really tough.

You are in a small donut-shaped area. Four boxes control the radar well doors,
and three of them are broken. Remember when you had to fix the broken
transmitters in the very first stage? You have to do the same here: hold the
Use button in front of each box until the bar fills up. But that's the least
of your problems. Wrenchers will climb up to where you are and kick your ass.
Lots of them. If that wasn't bad enough, those are red wrenchers. That's right,
the extra tough, extra deadly red ones. Just when you think you've got them
under control, you'll see more show up. You haven't seen swarms this big yet.

So you have to divide your attention between fixing the boxes and killing the
wrenchers flooding the place. And you can't fire while you're repairing. What
you need to do is kill enough wrenchers quickly enough to buy you some time to
repair a box before more of them show up. Don't even think about using the
pistol here. It won't cut it.

Your number one ally here is a minigun turret. Set it up just about anywhere
and it will make your life much, much easier. Unfortunately, that upgrade costs
30 parts and chances are you can't afford it.

In any case, pick a weapon you're comfortable with and use it until it runs
out. The flamethrower is great here, especially if you have the Extreme Heat
upgrade. The shotgun is also good, especially if you have the Assault and
Capacity Extensions. A cool thing about the shotgun is that, while you can't
shoot while you're repairing, you -can- reload while repairing. Unfortunately,
red wrenchers can take a direct shotgun blast in the face and still live, so
make sure you shoot them twice at least.

The minigun itself is somewhat awkward for this battle, as the spin-up time
makes it difficult to use properly without wasting tons of ammo. Get the
Improved Rotation if you can.

There are a couple of SUPPLIES crates stacked near the entrance, so keep those
in mind if you run out of ammo (and you probably will). You can break a whole
stack of crates with a single shotgun blast, so fire one in their direction
when you can. You'll find a couple of medikits laying around too.

As far as I know, there are no tricks to this battle. This fight is all about
your evasion and aiming skills. There's nowhere to hide and very little room to
maneuver. Be awesome and hope for the best.

And you're not even done with the stage yet!

When the radar dish is out, use the elevator and return to Jane in the first
building. There are new alien swarms all over the place now, so don't let your
guard down. (Fortunately, you won't see any more of the red wrenchers for a
while.) This is the time to loot the two security outposts if you didn't do so
before the radar battle, and once you're in the building don't forget to take
the flamethrower. Speak with Jane to get your new objective.

Remember the southwestern path with the minigun? This is where you're going
next. The place is still crawling with enforcers. The second fork in the road
has some health and ammo in the south. When you get to the fence, you'll find
some more supplies to the north. Your objective is on the other side of that
fence. But you're still not done with the level.

The big entrance hall is the site of a familiar kind of fight. When the lights
go out, maulers will break down the doors and let in wrenchers. There are three
maulers around, and there's very little cover, so I recommend you use the
minigun to end this fight as quickly as possible.

When you're done, check the side rooms for supplies. The one in the southeast
has two ammo bags, but you have to explode some crates to get there.

This area has two corridors that curve around a central zone. It doesn't really
matter which one you take, but the southern one leads to an ammo bag. These
corridors meet in a room patrolled by a single mauler. Kill him when he turns
his back and use the nearby elevator.

There are a few wrenchers around the elevator when you come out, but it's easy
to surprise them. There's another large donut-shaped area ahead, and it's
patrolled by maulers. Check your radar to see where they're going, and try to
take them out when they get close to the bunch of explosive barrels. The side
corridors have supplies, scavengers and wrenchers inside; when you're done
exploring you should head to the large door to the east.

Be careful: this hall has many aliens inside, some of them hiding in the
side rooms. Expect wrenchers, a small squad of enforcers, and a mauler. Don't
rush in blindly; stay behind the gates if you can and try to take them one by
one. The tight quarters restrict your ability to dodge, so play it safe.

When they're all dead, loot the side rooms and climb down the ladder.

There are more supplies in side rooms down here, but you'll have to go west to

The first north-south corridors here meet at the other end of the floor like
you've seen earlier. They're crawling with wrenchers, however, and you'll
probably alert a bunch of them no matter what you do, so pull out the bigger

You can also pass directly west through yet another donut-shaped area, but it's
patrolled by a mauler. Either way, you'll find more maulers in the west end of
the floor; try and take them out stealthily and one by one if you can.

The dark computer room in the west is the second-to-last in the level. You
should take a moment to upgrade your guns if you can (and want to), because
you're about to get into yet another big fight.


You've had enough aliens for now. How about a big walking robot with twin heavy
miniguns? It's not like you have a choice.

The mech's AI resembles the maulers': it walks around the room until it spots
you, then it opens fire and chases you for a while. After a moment, it gives
up and resumes its "patrol".

Avoiding this robot's fire is actually pretty easy. The rows of computer
hardware in the middle of the room are indestructible and make perfect cover.
The trick to the battle is in finding a way to hurt the mech before its two
miniguns rip you to shreds. The heavy miniguns aren't very accurate but they
hurt a lot when they hit.

Fortunately, the mech's miniguns have the same weakness as yours: spin-up time.
You can easily pop out of cover, fire a few rounds while the mech's weapons
spin up, then go back behind cover and wait until the guns stop tracking you.
You can even use the pistol if you want, but expect the battle to take a while.
The pulse rifle will do okay, and the shotgun is surprisingly effective if you
have the nerve to get up close. If you can spare the ammo, drop your Minigun
Sentry somewhere and let it do some of the work.

In any case, once you figure that smart use of cover is the key to win this
battle, all it takes is enough speed and accuracy to bring the robot down
without running out of ammo.

This isn't a very difficult battle by any means, but I think this is fair: you
certainly don't want to run out of respawns here and have to go through the
radar fight again, do you?

When you're done transforming the mech into scrap metal, activate the terminal
in the corner to end the level. That took a while, didn't it?

---5.05 - New Atlantis: Centrum---

Ah, sweet New Atlantis. Come for the colony, stay for the aliens.

You start out in a big room, with some marines milling about. You'll find a
couple of ammo pickups and SUPPLIES crates, but most interestingly there is a
grenade launcher near a wounded soldier in the middle. It only comes with six
grenades at this point, so use them carefully. When you're restocked, your only
exit is in the northeast, a door marked "Conference Room." Keep going in the
only direction that's not blocked until you get to a corridor with stacks of
crates. Expect to meet a few red wrenchers here.

From this point to the end of the walkthrough, when I say "wrencher", expect to
see any combination of red and black ones. The red ones are only going to get
more common as the game goes on, but they don't always completely replace the
black ones.

The corridor has two exits, but they all join the same long hall with tables
haphazardly piled up. At the other end of this hall is a small control room
with grenade ammo, health and a terminal. This terminal unlocks the door
leading to the conference room. Said conference room has been converted into a
dance floor, and you can hear the music's pulsing bassline before you even
enter the room.

Unfortunately, this is a wrencher-only party. They'll flood to you as soon as
you open the door, and a couple of enforcers will come in from the other end
of the table hall. You should be plenty equipped to deal with them. Give them
the business (maybe with your newfound grenades), then get in the conference
room and exterminate the small packs of wrenchers that still roam the place.

When you're done, exit through the unlocked door at the north end. There are
only three wrenchers here, but you might get repair parts for your trouble.
Return in the conference room and go up on the stage.

Take the eastern door that leads behind the stage; watch out for a patrolling
mauler. Leave to the west, and take care of the wrenchers in the next corridor.
The following room has a lot more wrenchers, but it's the last bunch in the
area. Keep going to meet up with Shilvitch.

The next part of the stage is different and merits description. It's too
long and complex for me too give you step-by-step instructions, but I'm going
to tell you how you can easily explore and find everything by yourself.

This area of New Atlantis has mostly three types of locations.

- Living quarters. These are usually rooms, or bunches of rooms located around
  hexagonal "hubs", like the petals of a flower. There's often supplies in
  these rooms, so it's worth it to explore every last one of them. Wrenchers
  hide in there, too, but you can usually surprise them. Going in with your
  shotgun in your hands is a good idea.
- Courtyards. These are outdoors areas with rocks and trees. They're usually
  pitch dark, rarely have anything useful to pick up, and are often crawling
  with wrenchers and maulers. However, they are sometimes good shortcuts
  between hubs and corridors, and you can use them to create ambushes and take
  some aliens by surprise.
- Corridors. These are basically long straight halls that connect the living
  quarter hubs with each other. They often have wrenchers waiting in ambush,
  and some have maulers in patrol. Their most distinctive features are
  breakable windows lining the sides. These windows often allow you to enter
  the courtyards, but watch out: enemies like to wait in ambush behind the
  glass, popping out when you get close.

Your first objective is to locate civilians hiding in living quarters. Use the
blue objective marker on your radar as a guideline as to where you should
generally be headed, and explore a bit on the way to each. You don't have to
check every nook and cranny but you might find some cool supplies on the way.
It's up to you. And remember: if a way is obstructed by piled up furniture or
crates, you can clear the way with grenades. If the way is obstructed by what
is obviously broken walls and rubble, it's pointless to even try to go there.

After you've found two sets of civilians, your next objective is to meet up
with Shilvitch again. Do so when you get close to him. Don't explore the area
before you do or you'll waste some time.

The landing pad near Shilvitch has a lot of SUPPLIES crates. Break them all and
restock your ammo, but only get the health you absolutely need. (Don't pick up
a medikit if you only need like 10 health points.) There's going to be a big
fight at this place at the end of the level and you want to keep medikits there
for later. (You might find railgun ammo here, but as far as I know it's
impossible to have the railgun itself until later in the game.)

Your next objective is to tell three squads of marines to regroup at the
landing pad. There's one squad to the northwest and two to the northeast. Go
west first, then northeast, exploring as much as you care to on the way.

When you get to the hub where the east-most squad was, check out the corridor
that says "Atlantis Centrum". It's blocked by rubble, but there's a hole in the
wall, leading into a small area with an ammo bag and the laser rifle!

At this point, you can still explore the southeast area for some ammo, and
maybe go back north and northwest to restock on anything you might have left
behind. However, don't return to the landing pad area unless you're ready to
end the level!

Of course, if you -are- ready to end to level, go back to that landing pad and
prepare yourself. It's a good idea to spend some repair parts at this point if
you have some. The laser rifle's Pinpoint Laser is an especially good choice.

Now. You have to defend the landing pad for a time. The problem is, waves and
waves of arachnoid enforcers are going to try and take control of the location.
This is certain to put your dodging skills to the test, as the enforcers come
from all directions and there's basically no cover. Just as in the radar
battle, there's really no trick here. Fortunately you don't have to repair
anything, and you only have to care about your own skin.

Of course, this being a defensive battle, it goes without saying that dropping
the Minigun Sentry is an A+ idea.

The Pinpoint Laser is awesome here, able to kill enforcers almost instantly,
but you don't have a lot of ammo for it. The regular fire will do fine too,
maybe with the Assault Extension if you want to buy it. The pulse rifle is
probably going to serve you as well if not better, though. (The minigun is
still a heavy weapon, so make sure your evasion skills are up to the
challenge if you choose to wield it rather than drop it.) There's really a lot
of enforcers showing up here, and automatic weapons are the order of the day.
The flamethrower can be good too, but you need to get really close to use it
well, and that's where the enforcers are most dangerous.

Try to pick up any repair parts that appear as soon as possible. The level ends
abruptly with a cutscene, and any parts on the ground at this time are lost

---5.06 - New Atlantis: Research Sector---

You're dropped into another part of New Atlantis. It's not very far away,
though, and you'll even cover a little familiar ground. But let's not get
ahead of ourselves.

You start in a fairly big area, mostly empty. Your first objective is very
close, so enter the building right away. You find yourself in a hub, just like
the ones in the previous stage. In fact, the first part of this stage closely
resembles the previous one. Take care of the patrolling mauler, then loot the
surrounding rooms. (Take note that the colored crates are immune to
non-explosive weapons and make great cover.) There's plenty of ammo to collect
here, which is a nice way to restock after the big enforcer battle.

Once you've witnessed what happened to the marines here, return to where you
started the stage, then go south. There's a door there, but there's a better
way in. Just west of that door is a window with some wrenchers feasting on a
corpse. Kill them before they get a chance to fight back, then enter the

Your objective is the dining hall, but there's a small area with the very same
corridor/courtyard/room motif we've seen before. There are lots of wrenchers
and maulers around, but you'll find more supplies in all three rooms and it's
mostly worth exploring completely. There are a lot more enemies this time, but
nothing you can't handle. (You might find some rockets, but you don't have a
rocket launcher... yet.)

When you go south, you'll enter a corridor with lots of broken furniture piled
up. You can explode them with your grenade launcher, but there's no point; both
halves of this corridor are accessible through the area you've just been

Now before you go any further, approach the big pile of furniture that's
completely blocking the middle of the hall. Listen. Hear that strange gravelly
croaking sound? That's the sound of scytheworms. It is extremely important that
you remember this sound. Scytheworms can turn themselves invisible, but
recognizing this sound allows you to be prepared for them before they have a
chance to ambush you.

There are no scytheworms in this corridor (what you're hearing is the lot of
them hanging out in the nearby dinner hall), but you'll find some very, very
soon. Go to the southwest, near your objective marker. The first thing you'll
notice is probably going to be the rocket launcher on the ground. Now you
finally have something to launch these rockets with!

Before you leave through the east door, prepare for a fight. Buy some upgrades
if you want to, but the most important thing here is to make sure your
flashlight power is fully recharged, and that you turn it on before you go.
When you're ready, enter the dinner hall.

Your first taste of scytheworms. You can only see them when they're directly in
your flashlight's beam, so sweep it around to make sure you've seen them all.
They move close to you, then hit you with a very damaging melee attack. Their
tendency to get close makes them vulnerable to your shotgun, but if your clip
runs out, don't waste any time reloading: switch to another gun. The worms are
faster than they look and you want them dead before your flashlight runs out.
Move around a lot, but try to keep track of where the different packs are so
you don't walk right into their blades. You might want to keep your back to a
wall so they can't sneak up behind you, but try not to corner yourself in case
you need to make a quick escape.

There are some rooms with supplies in the north corners of the dining hall, and
these are mercifully free of enemies, but you'll need to go east to progress.
You'll run into some more scytheworms in the very next room, so don't let your
guard down. Move north and get to the big bridge.

Watch out as you cross that bridge: a big wrencher/enforcer team is waiting in
ambush at the other end, and the narrow, cover-less bridge is a very vulnerable
position to be in. Use your bigger guns to cut your way to solid ground
quickly. You might even want to try out your new rocket launcher here; if you
do, buy the Targeting System upgrade to get some of your mobility back.

You have some ground to cover between the bridge and your objective, and you'll
fight more enforcers and wrenchers every step of the way. Fortunately, there's
plenty of cover, and you can restock at a security post early on. Watch your
radar to avoid being surrounded: wrenchers are all but guaranteed to spring
from hiding behind you. When you get to the fence, enter the building through
the door to the north.

As you progress through these lab areas, you'll hear a familiar sound.
Scytheworms are around! Turn on your flashlight and progress carefully. Don't
use the doors: break a single window instead. It'll make it much easier to
retreat if the worms overwhelm you.

Once the worms are gone, you have two ways to reach your objective marker.

1- You'll notice a mauler behind windows in the southeastern corner of the
labs. Ambush him, then blow up the piled up furniture with explosives to
2- Directly east of the labs is a pitch black room with more scytheworms, and
another door leading east.

Either way leads you to two patrolling maulers. Kill them quickly; I suggest
using the Pinpoint Laser since they tend to walk single file. When they're
gone, go northeast and meet Dr. Weiss.

You'll see a room filled with wrenchers. You can kill a lot of them through the
window, but you'll have to step in to mop up. The way to progress is around to
the southeast, though. You'll find a door marked "Greenhouse Lab", but let's
not go there just yet. The areas left and south of here have some supplies,
especially medikits and a fair number of rockets. Watch out for a few
scytheworms in the labs.

When you're done, return to the Greenhouse Lab door and proceed east.

The first room has patrolling maulers. You should know how to take care of them
by now. There's not much point to going north right now; pick the southeast
door (marked "G2") first.

There's a lot of wrenchers in the south, but don't waste your ammo. Activate
the terminal to flood the room with deadly green gas (the worst kind!). The gas
will dissipate quickly, but it'll stick around long enough to kill all
wrenchers dead. (I'm not sure why there's poison gas in a greenhouse, but
that's why I'm not a high tech scientist.) Go south and pick up the minigun
ammo, then go east to another mauler-guarded room. Give them the business and
go through the "G4" door to another greenhouse system.

Poison the poor wrenchers here too, then go south and pick up the keycard lying

(The drawback of this gas is that the wrenchers it kills never drop parts.
Nothing keeps you from shooting up the wrenchers yourself if you want to, but
keep in mind that there's quite a few of them in there and that it might not be
worth the trouble.)

Go east again and kill yet another mauler. This is kind of a dead end, but this
time pick the north door to go back west, the one marked "G3". There's an ammo
bag hidden behind some crates, and yet another deadly greenhouse. Kill the
wrenchers, go and pick up the ammo at the north end, then go west.

There's a final greenhouse behind the "G1" door. Loot it clean, then go west
one last time, to return to the first greenhouse lab hall. This time leave
through the north door.

Remember this place? It's the Centrum, where you started the last level. I told
you you'd cover some familiar ground! There aren't any more supplies this time
around, unfortunately. Leave through the southwest door and go south to the
objective marker.

Check your radar as you get close to the marker. See those dots? Those are all
scytheworms. This place got crowded since you've been here last, eh? Jane is a
decent backup here, but you'll have to do most of the work. Prepare yourself,
turn on your flashlight, then bust in and destroy them all. There are so many
worms here that the flamethrower is extra effective. As always when fighting
scytheworms, keep moving and don't put yourself in a position where you can be
hit in the back from.

When you're clear, go east to your objective marker. You'll set the good doctor
Weiss free and complete the level.

---5.07 - The Provectus---

Is there anyone on this planet who -doesn't- need to be rescued?

Get the two ammo bags near your ship, then go east then north, towards the
objective marker. This area is rather straightforward, consisting of a simple
rock-strewn path, peppered with chunks of flaming spaceship. There're plenty of
wrenchers and enforcers waiting along the way, but it's nothing you haven't
seen before. Watch your radar, as always.

Soon after you the path curves north, look for a dead soldier with some
supplies. Once you've reached your objective, you're shown the Provectus'
failing engines. "Nothing to worry about"? We'll see about that. Keep going
north and expect lots of enforcers and maulers.

You'll quickly see more dead humans, and one of them has a railgun! You don't
have much ammo for it, but each bullet is incredibly powerful.

Shortly after the path turns west again, you have a chance to surprise a pack
of wrenchers. Don't forget the two nearby medikits if you need them.

When you start running into blue flares, go north a little ways to find some
laser rifle ammo. The entrance to the ship is a short distance southwest.
Enter through the large breach in the hull and watch out for the fires.

The first room you can enter has an ammo bag inside. Otherwise, keep going down
the corridor. You have a chance to go west, but don't. This corridor triggers
a cutscene and a death timer like the one in the water treatment facility;
there's really nothing essential to see there, and you probably don't want to
have to work under pressure. Keep going south instead. Enter the room marked
"Medical Bay", and leave through the north door.

The first pair of doors here both open when you get close, so prepare yourself
to fight the wrenchers that will flood out all at once. The south room even has
a mauler inside. When you're done, keep going east.

You hear the scytheworms? There's a couple of them in the room marked "S-01",
and a few more in the area just north of the "Engine Room" door. Those guard a
few supplies, though, so you might want to go kill them before you actually go
in the engine room. Go east when you're done.

The first room is pitch dark and has a few more scytheworms. Give them the
business, then go east and activate the terminal, then south to the engine room

There are several maulers here, and waves of wrenchers will pop out of the
ladder wells. You have a semi-complex job to do here, and if you had triggered
the timer in the corridor I mentioned above, you'd be under time pressure to do

Drop your Minigun Turret on the raised platform along the west wall of the main
room, then get to work. The three reactor tubes must be shut down individually;
once that's done, return to the terminal near where you entered and start the
cooling mechanism. This is easier said than done, as even maulers will come in
at regular intervals. Use powerful weapons to get rid of any enemies as they
arrive. You'll find a large medikit near the south ladder if you need it.

Once the engine is cooled, go down either ladder to continue.

Go east. The first corridor has a couple of scytheworms. In fact, this whole
area of the ship is infested with scytheworms. Don't let them surprise you.
Anyway. In this corridor, the east door you haven't already come through leads
to the other ladder you could have used. Check it out for supplies, then go

This small corridor leads to a few side-rooms; they have supplies and
scytheworms inside, but you need to go south to progress.

You find yourself in a vast cargo area. There's little doubt you're hearing the
scytheworms down there. They're all over the place; I won't bother mentioning
them, but be very aware that if you haven't been someplace yet, there will be
worms there. Once you pass the first big gate, you can go south, west or north.
Go south for a SUPPLIES crate, then north, in the narrow passage between the
wall and the containers. Watch out as you go around the very first container on
your right, because a worm will spring out right from the corner.

What's this at the north end of this passage? Railguns! Lots of railguns!
Enough to hit your maximum ammo count for sure. Isn't that great?

When you're done looting, return south to the first "crossroads", then go west.
watch out when the path widens: this is the ideal place for you to get
surrounded, so watch your back and be ready to retreat. There are many
dead-ends around, so head north then west when you see the ship's hull.

Remember to stop and let your flashlight recharge if it runs low. You don't
want to be caught without your light. The path curves south and leads to
another large open gate.

The south of this next area (Cargo Bay #2, though a crate blocks the indication
on the floor) holds a veritable bounty of SUPPLIES crates! Restock here, then
go to the north end (Cargo Bay #3). No such stacks of pickups there, but you'll
find a single crate near the ladder to the west. Climb that ladder.

You're done here! You can finally leave that worm-infested cargo bay behind and
get on with the mission.

There's nothing to see in the first few rooms, so go east. A small storage room
to the south has two medikits. Pick them up, or remember where they are, then
go east.

Alright. This next area is complicated to describe in detail, but I can tell
you how to explore it. This is basically the ship's crew quarters. There are
several corridors and many small cabins. These cabins sometimes have supplies
inside, and often have aliens hiding within as well. You can expect to see
enforcers in these small rooms, and several maulers patrolling the corridors.
There's also a large pack of wrenchers. They're mostly busing eating, but once
they're know you're around, they become difficult to avoid and there are many
more than you may expect.

However, before you start exploring, go to the south, towards your objective
marker, and let Jane and doctor Weiss inside. Weiss is useless, but Jane is a
welcome backup if you decide to explore the cabins.

Of course, the elevator towards the rest of the level is easy to find, but
you're missing out on a few parts and supplies. It's up to you to decide if you
want to actually explore the crew quarters. Either way, use the western
elevator when you're ready to leave.

You can treat the Command Deck as a simpler, larger-scale version of the crew
quarters, with more enforcers and maulers. (It may be just me, but it seems
that the aliens here have more health than usual. Hmm.) There are many ways to
progress towards your objective in the west, and several rooms along the way
that may or may not contain aliens or supplies. It's fairly straightforward and
you can find your own way very easily. Just keep in mind that the enemies are
rather tough and tend to hang out in small groups, so keep your powerful
weapons handy. The Pinpoint Laser can be put to very good use here if you can
spare the ammo.

I'd like to provide more detailed strategies here, but the enemies move around
too much for my advice to be of much use. All in all, this is a hard section
when it comes to killing your enemies and surviving, but it's simple to
navigate and there are plenty of hiding spots. Eventually you'll come to a
single corridor in the west, so get ready for...


Standing between you and the surviving crew of the Provectus are six broken
down metal crates.

Okay, I'm kidding, that's not really a boss. You won't even find Solid Snake
hiding inside. They really are standing between you and the end of the level
though, so break as many of them as you have to and meet up with this Smith
person. Get ready for the next stage!

---5.08 - The Mines---

You start out in a large, well-lit room with no enemies. Isn't that a nice
change of pace? Go north and south for some SUPPLIES crates, then west to
return to the narrow, dark, alien-filled corridors we've come to know and love.
Either door will do; the tunnels here are interconnected, and both doors take
you near a nest of scavengers.

The southern corridor is a dead-end with more scavengers; when you're done
killing them, take the north corridor. At the bomb intersection, keep going
west. Straight west, past the next intersection, is a dead end with a dark pit.
Black wrenchers will come out of there; you can kill them immediately with the
shotgun, but watch out for red wrenchers who will rush you from behind. Both
these types of assault will occur rather frequently during this stage. Expect
every pit to have wrenchers waiting in ambush, and check your radar frequently
for aliens coming in from behind. Go back to the last intersection, pick up the
minigun and ammo bag, then keep going south.

The area between where you are and the objective marker is a very simple
network of five corridors, two north-south and three east-west, all across each
other and mostly leading to dead ends. There are lots of wrenchers around as
well, and they can use the layout of the tunnels to sneak behind you, so watch
your radar.

Eventually you'll get to an intersection with a PDA on the ground. Make sure
you're clear of wrenchers, turn off your flashlight if it's on, then go south
then west, making sure you stay behind the crates. See the swarm of creatures
there? They're scythespiders. They can poison you with a melee attack, but the
thing you should remember first is that they hate your flashlight's beam. Never
light up scythespiders: it causes them to go berserk and the whole lot of them
will rush you very quickly.

There's a lot of them, but as they are you can destroy them all fairly easily;
in their regular, passive behavior, they won't bother you if you don't hurt
them or get too close. The grenade launcher will work wonders, and the
flamethrower really shines.

Your next objective is on the other side of this underground lake, and to get
there you have to cross the bridge you see towards the west. A familiar face
blocks the way, however: the water beast here will block push you away every
time you try crossing, and it's smart enough not to expose itself to your
weapons' fire. You'll have to find another way to pass. Go north and watch out
for any remaining spiders. At the end of the passage, go west.

There's a terminal here. Activating it shuts the dam closed. Return to the
bridge and activate the nearby terminal to drain the water. Wasn't that easy?
You can't hurt the beast any more than you already have, so leave it gasp its
last breaths and keep going west. There are a few spiders and scavengers that

Soon enough you'll reach climbing catwalks. This is the time to check your
upgrades. If you still don't have the Minigun Sentry yet, I highly recommend
you get it now. Otherwise, make sure you're as deadly and dangerous as you can
be before you climb any further.

A little ways up, you'll find a soldier with bad news. This isn't much of a
rescue mission anymore. Keep climbing.

Remember the radar battle? The wrenchers are back with a vengeance, and the
door controls are busted. You have some repairin' to do, and the aliens won't
leave you alone.

Drop that Minigun Sentry and get to work. If the wrenchers get too close or
start ganging up, pick your best crowd control weapon and kill the lot of them
before continuing your repairs. This is yet another test of pure skill, so
there's not much I can say. As soon as the door opens, pick up your Sentry and
go south.

You'll find some health in the west, but it's guarded by three wrenchers.
Otherwise go south. It's dark but don't turn on your flashlight; there are
several scythespiders just ahead. The tunnels here are fairly straightforward
and don't have any supplies, so head for your objective marker to find the
first bomb. You have to "repair" it but there's no time pressure.

Go west to meet some scavengers and a wrencher ambush, then follow the corridor
for some medikits and more wrenchers. When you reach the first intersection,
the south path takes you to a wrencher pit; the way to progress is west, into
more scavengers. Head north when you can.

You'll find the red-hot, lava-filled caves Jane mentioned, and your welcoming
party is a pack of wrenchers. You'll need to fix machinery before you can go
any further. Kill all the spiders you see nearby, then fix the obvious broken
wire. Once that's done, activate the nearby terminal to get the conveyor belt

At this point you can proceed to the next area, but you can stay here and
explore a bit. There are lots of scythespiders and scavengers lurking in
tunnels to the west, and they guard some supplies. (And you'll certainly score
some repair parts too.) These tunnels are fairly straightforward and much
simpler than they first appear. Just keep your flashlight off, whatever you do.

Whenever you're ready, go back to the conveyor belt and cross the huge lava
pit. Get off your improvised bridge to the southeast, and make your way around
the grinder machinery. Several waves of wrenchers will pop up behind you as you
progress, but you they come in single file and you can easily dispatch them
with your pistol. You'll find the next bomb soon, but you will be attacked
while you activate it this time. It's only a small pack of wrenchers, though,
so you can kill them all and finish activating the bomb when you're done.
Expect yet another wrencher ambush as you proceed northwest.

The next area is a set of rough tunnels, inhabited by small groups of
scythespiders. It's not difficult to travel by yourself. Go in the general
direction of the objective marker and you'll be fine. The only real obstacle
here is the darkness. Turn on your flashlight and you risk stumbling on a pack
of spiders, but turn it off and it becomes difficult to see where you're going.
Do whatever you're comfortable with, but if you run low on health it's much
smarter to turn off the light and try to sneak your way around. One last thing
you have to pay attention to is pits and crevices: expect wrenchers popping out
when you get too close.

Eventually you arrive to the bomb, and a large tile-floored room. Activate this
final bomb, but watch out for a wrencher pack that comes running by when you
start fixing it.

Go south to change your objective, then west and north. Wrenchers will
continually assault you as you move through this large area, but they're in
small groups; don't let them get the jump on you and you should be fine.

Go through the first green door you see, and pick up a glowing green fuel
canister. Return to the wide corridor and move north.

This vast area with lava pits has a number of scythespiders and supplies
around, so try and explore a little before you get close to the big digger
machine (where you objective marker is). When you're done, activate the
digger's fuel tank.

Your eyes aren't deceiving you. There is indeed a gigantic wrencher walking
around this new cave. You don't have to worry about it right away though.

You want to explore the cave a little, so check every nook and cranny.
Particularly, you want to break all the SUPPLIES crates you'll find to reveal
their contents, even if you don't need them right now. However, don't go near
the objective marker right away. Only go there and find Baxter when you're
ready for...

!!!!!!BOSS BATTLE!!!!!!

Alright, this guy means business. He can take and give a lot of damage, but he
can't shoot you. What does this mean? Stay away. Keep moving. Expect to spend a
lot of ammo. In other bad news, regular-sized wrenchers will pop out of the pit
in the center of the cave. They're as much a threat as the boss is, so take
care of them when you can.

The boss has two main attacks: a claw swipe when you're close, and a quick
rolling move when you're far away. They're both hard to dodge, but trying to
trigger the rolling move will serve you well as it gives you room to maneuver.
Again: keep your distance at all times, and try to maneuver so the boss has to
go around obstacles to get to you. You can then fool him into showing you its

Apparently, sometimes the boss will roll right into a wall and cause it to
collapse, revealing supplies crates. Use this opportunity to restock if you
have time, but don't deviate from your primary goal.

What is your primary goal? Pump the boss full of your most damaging ammo.
This means the railgun and the Pinpoint Laser. Why these? They're not heavy
weapons. The pistol, pulse rifle, shotgun and flamethrower don't do enough
damage, and the minigun and rocket launcher will slow you down so much that the
boss will have no trouble catching up to you and cutting you to bits. Use your
heavier weapons only if you have a lot of space between you and the big
wrencher. The Pinpoint Laser and railgun (especially with the Clip Extension)
do enough damage quickly enough that you can end the fight relatively fast, so
long as your aim is perfect and you have enough ammo. The laser rifle's
primary fire is surprisingly effective as well (because the boss is so very
large), but the damage it causes just can't compare to the deadly Pinpoint

(Dropping your Minigun Sentry isn't a completely bad idea, but the battlefield
is so large and the boss so fast and damaging that it really isn't very
effective at all or for long.)

In any case, keep your weapon firing at all times, and move around the cave to
pick up the medikits you've revealed earlier on (by shooting the SUPPLIES
crates before the fight began, remember?). Once this test of pure twitch skill
is over, the level ends and you can take a deep breath.

---5.09 - The Emicron Reseach Base---

Follow everyone to the console and wait for the doors to open. I'm going to
take you on a slight detour, but it's pretty easy and you might net some extra
parts for your trouble. Go through the nearby Silo 1 door.

These silos are donut-shaped corridors. Wrenchers climb up from the central pit
at set points around these corridors. For now, the way to go is north, but
going the "wrong" way around will net you more parts; go south.

A nice thing about Jane here is that she will start shooting at wrenchers as
soon as they spawn, even if you can't see them yet. Pay attention to where
she's shooting and you can take out all aliens before they can do any real
damage. If you're a good enough shot with the pistol (or if you have the Law
Enforcer upgrade), you won't need to switch to another weapon for a while.

You'll see a closed door to Silo 3, but you won't be going there. Keep going
until you get to Silo 2, to the north. Go around through the east, this time,
until you can get to Silo 4, to the west. You can pick either way through Silo
4, since the next door is to the west again. Activate the terminal near the
large "Emicron Research Base" gate.

Now this is a bit tricky. You have to get through a small timing test. Hit the
Use button exactly ten seconds from Weiss saying "NOW!" to open the gate. Don't
worry if you can't get it: fail five times and Jane will do it for you.

The next room has a familiar-looking alien walking around, but don't be fooled:
this isn't a brute mauler, it's a brute soldier. You can tell by the glowing
blue tubes running up its spine. Soldiers act the same as maulers, but they
have an impenetrable energy shield covering their entire front half. Get used
to them: you'll meet tons of soldiers in the remaining levels.

Use the crates to sneak behind the soldier here, and shoot him in the back with
a weapon powerful enough to kill him before he can turn around and direct his
shield (and his guns!) towards you. That means the minigun, the Pinpoint Laser,
or the railgun. Watch out though, as soldiers will sometimes survive a single
railgun shot. They can never survive two, though, so you might want to buy the
Clip Extension. Be careful not to let Jane get line-of-sight with the soldier
here, though, as she'll shoot it right away and alert it.

You'll find a pair of sweet ammo bags in the southeast. Take the west door to
progress. Cutscene time!

Alright, now you're alone. And right away you have to face three soldiers. They
patrol counter-clockwise around the central pillar. It would be suicide to take
them on all together. You want to kill one quickly, then escape behind crates
or the pillar before the other two figure out what's happening. Once they get
back to their patrol, take out another one, and so on. You have enough cover
here to take out the third one with any weapon, but you should really use your
big guns for the first two.

Of course, if you can line them up for a single railgun shot, this'll save you
a lot of ammo. They'll never find you out until you leave the crates near the
entrance, so watch their movement and pick your moment.

There's nothing south and the west way is blocked, so go north. Another soldier
is patrolling the corridor here. Take him out and keep going... to another room
with several soldiers on patrol. I wasn't kidding when I said there'd be tons
of them. There's still plenty of cover, so sneak around and kill quickly.
Pick up the health in the east bathroom.

Destroyable crates block the way west, but you don't have to go there right
away. Go north instead.

Remember that noise?

This is a large, dark room, with plenty of alleys for the scytheworms to sneak
up on you from. You've been through similar ordeals before, but never in such
tight quarters. There are no safe places you can turn your back to, so keep
moving and don't let your guard down until the place is totally silent.

The north side of the room holds a worthy prize: a couple of medikits, and the
electric gun! Now you're playing with power. If you have the 50 repair parts,
buy the Ion Recharger right away. The other upgrades are cool, but the electric
gun is super powerful as it is. If you don't have the parts, start saving up.
Nothing beats free ammo for the most powerful gun in the game.

You have all the weapons now, so you probably want to decide on an upgrade
strategy. Basically, you have to choose between upgrading your favorite weapons
as you have been for a while, or saving up for the ridiculously expensive (but
equally powerful) electric gun upgrades.

I recommend choosing only one of the remaining two electric gun upgrades, and
then upgrading your other weapons as you see fit. (The *-marked upgrades in
Section 2 are a good start if you don't know which ones are going to be most
useful.) This is a balanced strategy that gives you a good taste of the
electric gun's power, and almost certainly allows you to max out most of your
other arsenal. Do keep in mind that you'll find more repair parts than usual
from now on, since the bigger enemies drop more parts more often.

In any case, leave through the north-east door. A bathroom to the north holds
a medikit and a needed keycard, but it has a pack of scytheworms inside as
well. When you're done, return to the corridor and go west.

In the rest of this part of the stage, watch out for several soldiers
patrolling every corridor. Some of them cover fairly long routes and you don't
want to be caught between two of them. Sneak around and don't miss an
opportunity to take one out alone. Fortunately, you now have the electric gun,
which is an awesome way to fry unsuspecting soldiers.

The first two doors after the bend lead you to a medikit and some bits of plot.
Leave the second one through the south-west, and kill the lone wrencher. If you
go directly south from here, you'll reach your objective marker. However, you'd
miss out on parts and supplies if you didn't explore a little. Take the first
corridor before the objective and check out the rooms.

The whole area south and east of here are rooms and connecting corridors, kind
of like of office building. It's impossible to get lost. You can easily sneak
up on every alien here, so use your tactical weapons to their fullest and check
out as many rooms as you want before you go to the objective marker.

Don't forget to check out the corridor blocked by stacks of crates that you saw
earlier; there's a room worth visiting behind these crates.

When you're done, go to the objective marker and enter the room marked "Emicron
Research Base".

I'm going to map out this area a little.


- The 1 is where you come in.
- The * are a gigantic set set of very wide, square-ish halls. There is very
  little cover here, and you'll find several soldiers on patrol, as well as
  occasional waves of wrenchers coming from many directions.
- The X is the ship hangar, with the controls to rotate the alien pod. It opens
  east, south and north.
- The 2 is the Technical Lab gate.
- The 3 is the Mechanical Lab gate.
- The 4 is the Delta Labs gate.

First, you want to clean out the * halls. This is easier said than done. The
soldiers are hard to sneak up on and you'll have to contend with many
wrenchers. Use the sparse cover to trick the soldiers into turning their back
on you, and move slowly so as not to alert several of them at the same time.
You can't afford to lose time fighting the wrenchers, so use your big guns to
kill them quickly. Fortunately there are SUPPLIES crates along the walls if you
need to restock.

The west hall is blocked by a wall of crates. Blow a path through with
grenades; you may need to use that as a shortcut later.

When the * halls are clear of aliens, go to the X hangar. There are two
terminals in front of the ship. Activate the south one twice so the ship's
front faces west. Go to the southwest of the hangar; another terminal here will
set up the alien pod for software download. Activate it, then go west to the
Technical Lab gate, where your objective marker is.

You have three ways available to you: a central corridor to the west, and side
halls north and south. The central corridor has nothing of interest; in fact,
it's a trap. If you go west, packs of wrenchers will ambush you from both
sides. It's completely possible to beat them, especially if you have the Fuel
Trap upgrade and set up some flaming puddles as you go, but the parts may not
be worth the risk. Try your hand at the ambush if you feel you can come out of
it alive.

Either way, you'll want to take the north path. There are a few soldiers here,
but you can easily use the doors to your advantage and wait out their alert
state. Enter the row of rooms along the south wall and activate the terminal
under your objective marker.

When that's done, go west, then south to a door in the west wall. You'll find
another electric gun and an ammo bag in that room, but you're here for the
terminal. Activate it, then return to the corridor and go south. The setup here
is the same as for the north part of the area, but there's only one soldier.
Activate the third terminal here. When you're done, go east to the hangar.

Return to the two terminals near the ship, and activate the southern one three
times to rotate the alien pod so it faces south this time. Finally, activate
the north one to lower the ship into position. Go north to the Mechanical Lab.

This is a simple U-shaped area with very little of note. However, it's crawling
with scytheworms. Turn on your flashlight. The east branch has a PDA with a bit
of plot, but the west branch is where you have to go. Blast your way to the
terminal, and activate it to install the engine. Go south past the hangar to
the Delta Labs.

This is a fairly tough part. There is an 8-shaped corridor, surrounding two
labs with glass walls. There are six soldiers on patrol, and they tend to stick
together. Want you want to do is, break one window in each wall, and use the
resulting paths to trick the soldiers into following you. They key here is to
control movement in the area to put yourself in advantageous positions. If
you're detected, force the soldiers to follow you around obstacles so you can
easily and quickly shoot them in the back. Tactical weapons like the Poison
Grenade and Fuel Trap will help you as well, since they ignore the soldiers'
shields and will keep hurting them even if you're hiding or fleeing.

When the area is clear, enter the "AMEW" door in the south. Don't worry about
the gas, this is just a sort of sterilization airlock.

Experimental mass-destruction weapon, eh? Does that sound good to you?

After the cutscene, break the glass so you can access the east and west rooms
to find a couple of ammo bags, then return to the ship hangar. Unfortunately,
a couple of familiar faces are waiting for you.

!!!!!!!BOSS BATTLE!!!!!!!

Alright. You've seen these before. Now there's two of them. And they can break
your cover. Fortunately, you have the whole lot of * halls to fight them in,
but this is not a battle you want to keep going for long, especially when the
two are still functioning.

The trick here is to pop out of cover, unleash massively damaging weapons
before their heavy miniguns can lock on you, then go into hiding again. You do
have to watch out for the stacks of crates, however, since they can and will be
destroyed. If it looks like your cover is falling apart, roll to another spot.
If you take some damage or need ammo, retreat around the * halls and pick up
the contents of any SUPPLIES crates you didn't need earlier. You can go all the
way around the hangar and attack the mechs from the other side, but there's not
much point to it as the mechs aren't particularly vulnerable from any side.

The same weapons I recommended earlier will work well, but you might want to
use the grenade launcher (Cluster Bomb-enabled if possible), the rocket
launcher (maybe even the Nuclear Warhead) and the electric gun's charged
Electric Burst if you have it. (The Pinpoint Laser works well too, but the
battle will eat up all your ammo.) The Electric Burst is especially cool since
it unloads a very large amount of damage in one shot, and you can easily charge
it while behind cover. You do have to be accurate, though.

Of course, dropping the Minigun Sentry is a good idea, but remember to pick it
up if you retreat to a new hiding spot.

Once the Mechs are exploded, you can relax. Kind of. Watch Smith pull off an
Obi-Wan Kenobi to buy you some time (well, maybe if Obi-Wan had a minigun...),
and get ready to hit the enemy where it hurts.

---5.10 - The Alien Mothership Part 1---

Alright, the mothership. At last. As the name of the level implies, this isn't
the last stage. But you're getting close.

Go west and activate the alien terminal at the end of the passage, then use
the teleporter. When you arrive, you find yourself in a wide corridor. Your
final goal in this level is at the east end of this corridor, but there are a
few force fields blocking the way.

(Notice the stacks of strange boxes in the corridor? Both types can be
destroyed by any weapon.)

There's another teleporter just to the north. You'll find ammo bags at the
entrance, but only pick them up if you really need them. The next section will
see you using up a whole lot of ammo and the bags will possibly serve you
better when you come back. Use the teleporter.

The terminal you must activate is just south of where you arrive, but don't
touch it just yet. Explore the four corridors that branch off the main path
first. You see these four round pits? The moment you activate the terminal,
a fairly large number of wrenchers will climb out of these pits. Unfortunately,
you'll have to stand your ground for some time while this happens.

It's a defensive battle, so you want to be prepared. The best way to survive is
to return near the teleporter immediately after activating the terminal. Drop
your Minigun Sentry so it has a clear line of fire down the corridor, and stand
nearby. Why near the teleporter? If you stay near the terminal, wrenchers can
come to you from all four corridors at once and you have to split your fire.
Staying near the teleporter funnels them neatly into one direction.

The flamethrower is awesome here (especially with the Continuous Flame),
because you can easily sweep the corridor and kill anything that survives your
Turret. You can also add extra safety by dropping Fuel Traps, and sometimes
tossing a Poison Grenade down the tunnel. (Be careful no to kill yourself with
the grenades, though. Throw them far enough down the corridor that the gas
won't enter your small chamber.) Still, as awesome as the flamethrower is,
don't be afraid of using any weapon that has full ammo, because you have a few
ammo bags waiting for you when it's all over. (If you didn't pick them up
already, of course.)

It goes without saying that the Electric Gun is also completely awesome, but if
for some reason you didn't get the Ion Recharge, you might want to save up the
ammo for later.

When the place is clear, return to the teleporter and get back to the main
corridor. Go further east, then south to the next teleport.

Come out of the chamber and go east. You have take another corridor soon, but a
soldier is patrolling right there! There doesn't seem to be an easy way to
avoid his attention, as Jane will shoot it on sight, so you're in for quite a
fight. Scytheworms will soon join in as well... Hide behind the stacked crates
and take out the worms quickly, then back off beyond the soldier's line of
sight. It should turn its fire on Jane, which should provide adequate
distraction for you to go behind its back and quickly kill it with a railgun
shot. This seems like a really mean thing to do, but Jane can't die so don't
feel too bad about it.

Further east is a room with two soldiers. The stacks of crates here allow for
possible stealth kills, but if they do catch you, run down the corridor very
quickly, quickly enough that Jane and Weiss will follow you way beyond the
soldiers' awareness range. If you don't run far enough quickly enough, the
soldiers will follow the lot of you until you can't retreat anymore. If you're
stuck at a dead-end, use the same distraction tactic you may have used earlier,
and hope for the best.

The next corridor has lots of scytheworms in it. Clear the way to the dead end
in the west, then turn around and kill the worms that come in from the east.
Further east is another soldier, then more scytheworms. You'll reach a point
where you can go north and east, but both ways take you to the same room that's
filled with enforcers. The north path does seem to let use make better use of
cover, but wrenchers from the north exit of the room may prematurely attack
you. When you're done, go north and watch out for more wrenchers.

The big room at the end of this corridor presents another defensive battle. The
hexagons that rise out of the floor carry frozen enforcers and wrenchers, and
you have to kill them as fast as you can. If you take your time, you'll soon be
overwhelmed. Drop your Minigun Sentry and get to work. The railgun's Boucing
Bullets are surprisingly effective here; in any case you should probably use
crowd control weapons.

You finally get to a big glowing yellow object. This is the generator powering
the yellow force fields you saw on your way here. Any weapon can destroy it,
but you should save your ammo and use the pistol. Backtrack to the energy
field's former location and go south. Expect scytheworms at the south end of
this path. The next teleporter is just a bit further.

You're back in the main corridor. Take the teleporter in the northeast. You
arrive in a large room with a familiar floor. This is just the beginning of a
series of defensive battles. Go west of the room, drop your Minigun Turret and
activate the terminal. This time, you only have to fight a few good old

Due east is a circular room with a big pile of medikits. Heal up if you have
to, then go east again to another terminal room. It's mostly wrenchers this
time, so you can stick to the pistol if you're a good enough shot. When you're
done, go back west and heal up. (There's an exit to the north, but there's
nothing of interest. Only a familiar enemy that you don't have to worry about.)

Next terminal is south. Turn on your flashlight: scytheworms are coming now.
And you'll even see some spitworms (!) pop out, but they're almost no threat at
this point.

The last is to the north. Be sure your flashlight is off, because this time,
it's a mix of enforcers and scythespiders! The Minigun Turret will be a great
help here. When you're done, gather all the medikits you need and return to the
teleporter. Go east to join up with Jane and Weiss, then south to the last
teleporter. There are more ammo bags here, but if you don't need them right
now, leave them for later as well.

When you arrive, go south. This room has the nasty cryogenic pod floors, but
you don't have to fight here. There's another frozen water beast in the west,
but it's a dead end. Go east.

This is a really big area. A donut-shaped corridor surrounds two smaller
corridors, in in north and one in the south. Each small corridor has three
generators you must destroy. Unfortunately, the blue pods in the larger
corridors -do- activate, and you'll have to fight off a lot of aliens while you
blast the generators. You can easily use the network of passageways to your
advantage, but so can your foes, so watch your back at all times.

Try to take out the generators one at a time. Explode one then move on; the
pods don't seem to activate until you get somewhat close. Proceed methodically.
The enemies do seem to run out at some point, but it takes a while. A good way
to go is to pump a full clip of upgraded pistol ammo into a generator, then
turn around to see if any pods are rising. If the way is clear, empty another
clip, and so on. Your radar will be a great help too.

You can also use better guns to blast the Generators. The Electric Gun, in
particular, can destroy them at point-blank in about two seconds. 

Be very careful with your flashlight: all enemies but spitworms and brute
soliders will spawn during this whole fight. When the scythespiders show up,
turn it off. When you hear the scytheworms coming, turn it on and kill them all
before you return to the generators.

The final generator will have you facing a -swarm- of maulers, so pull out your
big guns (a Boucing Bullets railgun will do well) and retreat down the
corridors. Rockets will do, but grenades will help save your ammo for the final
stage. Don't bother with the Minigun Sentry. The maulers can shoot a lot
further than it can, so they'll break it before it does any damage.

When all six generators are gone, return west to the teleporter. You're almost
done. Almost. If you left any ammo behind near the teleporters, pick it all up.
You'll need it.

Join up with Jane and Weiss, and activate the terminal when you need to. This
is a good moment to check your upgrades; the last battle should have left you
with quite a few parts. You're about the get into a big fight, so get ready.
Head east when you're done.

This is a big donut-shaped corridor with a cross-shaped catwalk on top of it.
Walk in the center to trigger the battle.

Enforcers, wrenchers and scythespiders will spawn all around the room. It's
actually in your best interest to stick to the outer ring as well. It means the
melee enemies can only get to you from behind (because you'll be shooting those
in the front), and the enforcers will never be able to hit you so long as you
keep moving around in one direction.

This is actually a pretty easy fight so long as you're not stingy with the
ammo. Use a long range weapon to kill the enforcers from maximum distance when
you happen to have clear line of sight and you don't have melee enemies
immediately close-by, and you'll do fine. If you do keep circling around the
room, the only real threat is from the wrenchers and scythespiders, anyway.

When they're all dead, the level ends. You're getting closer!

---5.11 - The Alien Mothership Part 2---

When the cutscene ends, you find yourself in a large corridor, around and above
a gigantic room. This room is just as important as it looks, but maybe not in
the way you think. Go north or south, as you please. It doesn't matter. Use the
teleporter at the west end.

You'll find some ammo bags as you come in, but only pick up what you need.
You'll be back here a few times. Go east. The big room you find yourself in has
five branching paths (six if you count the way you came from). The one directly
east is blocked by a force field. You'll have to visit the other four paths in
order to take down that field. First, go straight north.

The first room you enter has two circular devices on the floor. These things
are automatic laser turrets. They're not active right now, but try and remember
where they are.

There are no aliens here, for now. Just old-school killer laser beams.
Fortunately they all have predictable patterns. 

1- On and off, regularly. By far the easiest.
2- This is easier than it looks. You can stand safely in between the lasers.
   Just walk on the glowing green grates and you'll be fine.
3- Obviously goes forward in sequence.
4- Appears four times irregularly, pauses longer, then restarts.
5- Goes two steps forward, one step back.

You'll find a generator at the end; blast it. Now return to the big room. The
good news is, the laser beams are turned off. The bad news is, the turrets will
activate when you get close, and wrenchers will try and stop you every step of
the way.

The turrets are tough customers: you can "destroy" them, but only temporarily.
They'll pop out again after some time, so don't waste your time or ammo. There
are several spots on the way where you're out of range or out of sight of any
turrets, so use these locations to destroy the wrenchers than appear. If the
way is clear of wrenchers, run forward. If you don't waste time, the turrets
won't be able to hit you at all. If it looks like you might be hit, roll.

When you're back to the large room, take the northeast path. There are more
laser beams.

1- On, off. Easy.
2- On, off, again.
3- All four turn on and off at the same time. Walk as soon as they turn off and
   roll through the last one.
4- On, off.

There's another generator here. Give it the business, then turn around and
return to the main room. The lasers are off, the turrets are on, but this time
you have to deal with a mix of wrenchers and enforcers. Way to up the ante, eh?
Proceed even more carefully this time. You don't want both turrets and
enforcers shooting you at the same time. Don't be afraid to backtrack if you
have to. There are a bunch of medikits along the way, so you might want to
retreat and heal up. The turrets are fairly easy to avoid when there aren't any
aliens around.

When you're back, you're halfway there. Go southeast next. You guessed it: more
laser beams.

1- They flash twice, one after the other. It's a twist on the old on, off. Be
   very afraid!
2- The first three activate one after the other, but the fourth one turns on
   and off every cycle. Watch the fourth one, then it's easy.
3- On, off.
4- The second one activates, then the first, then both. Cross when the second
   one shuts down.
5- They turn on three times, then pause.

Bust the generator, then turn back. You have to face scytheworms this time.
This isn't as bad as it sounds, since you're in a narrow corridor and they're
all but guaranteed to show up straight in front of you. Otherwise it's the same
as the other two paths.

When you're back in the main room, go south. Last one! And there are, yes, more

1- They turn on and off, but not at the same speed. Watch them, and get a feel
   for when the second one turns on much later than the first one.
2- Back two steps, forward once. The opposite of number 5 in the first set.
3- Flashes on once, short pause, three times, short pause, once, long pause.
4- The first three cycle in sequence, the fourth one individually, but much
   slower. Not too hard; time your move when the fourth one turns off.
5- Same as number 2, except the beam activates longer in the middle of the
6- I'm honestly not sure if there's a pattern here. Don't worry about it too
   much, though. The pauses are long enough that you can make a run for it and
   roll through the last two without getting hurt.

Destroy the last generators, and expect... scavengers?! This is a fake-out;
maulers will show up about halfway through. Be as careful as you were with the
enforcers, but you might want to use a bigger gun. (Save your rockets, though!)

A pack of scytheworms will be waiting in ambush just as you return to the main
room, so be ready for them.

Alright. Go and restock in the west teleport room if you didn't take everything
already, then go through the east corridor. Loot the room you just unlocked,
and teleport.

Go south to the big room. The large generator in the middle is your target, but
the other three power a force field around it. You want to break the three
small ones, then inflict as much damage as you can on the main one before the
field goes back up.

The floor can hurt you, but look at it carefully: only the parts that glow
white cause damage. The white tiles change every few seconds, so be careful.
Alternatively, try to walk and stand only on the metal beams that divide the
small "pools". You'll never be hurt if you stand on these.

You can use the pistol here, but it'll take a while. It's up to you if you want
to save time or ammo. You might want to use the Electric Gun, which will work
very quickly, but only if you have the Ion Recharger.

When the main generator is gone, go back north and teleport. Return west, and
teleport again. Go down the central path that was once blocked by the force
fields you just turned off. Go down to the center of the large room and use the
teleporter. This is the last one. Pick up the ammo and medikits.

Now is the time to spend any parts you have left. You won't find any more of
these; if you can't afford something by now, you won't get it until the next
playthrough. Prioritize damage and usability upgrades; you won't need poison,
slow, or stun upgrades. If you have lots of rockets, get the Nuclear Warhead,
and maybe the Double Warhead for the rocket launcher. Also, buy stuff for the
guns you still have plenty of ammo for.

Step north.


Alright. Say hello to the last survivor of a dying race. Hello, survivor.

This is a large circular arena. There are laser turrets placed all along the
outer walls. If you have to hug the walls, at least keep moving. The blue
energy fields here help you as much as they help your enemy, at the moment.
Stay in-between the two layers, as they'll give you cover from the turrets.
Circle around the Xenon's machine in the middle, and take pot shots at him
while he's exposed.

His only attack is a hugely damaging laser beam. You'll know he's about to
shoot when the white line in front of his chair flashes blue. The blue walls
will stop the beam, but it'll most probably destroy them, which is bad news for
you. Don't let this part of the fight drag on too long or you'll be completely
without cover. (Of course, it goes without saying that the laser beam will
cause massive damage if it touches you. Roll away when it's about to fire.)

If you're quick enough with the pistol, it's possible to deplete the Xenon's
lifebar fast enough to still have some cover left. Better weapons will save you
some time, but don't waste your really killer weapons yet. (That means the
rockets, the Pinpoint laser, the Minigun, and the Electric Blast-enabled
electric gun.)

When you're done, the boss will gather his walls close around him, regenerate
any that are missing, and fully replenish his lifebar. Now this is serious.

New walls will cover you from the turrets, but not for long. The blue beam is
even deadlier now. When you see it's about to activate, stop shooting and try
to run behind the boss. If you're anywhere in front of the boss when it shoots,
you'll be hit for sure. Fortunately, the boss stops rotating while he's
charging, so you have some time to get away.

The Xenon has a new attack, too. Every once in a while, he projects a circular
shockwave that spreads all around him. If you're too close, you're sure to be
hit for fairly nasty damage. Try and keep your distance so you can see it
coming and roll away. I do think that this shockwave actually damages his
force fields. You might see them all disappear at some point if he overuses
this attack.

Now you want to break through the two layers of walls, then fire at the boss
with everything you've got when you manage to make an opening. This means: use
the NUKE. This is the boss killer, no contest. At best, you have six. That is
plenty. At worst you have none, which is bad news but you probably have other

The main hassle here will be destroying the two layers of force fields
surrounding the boss. Most weapons will bring down a field relatively quickly,
but the weaker ones will take so much time that your current target may rotate
away before you have time to destroy it completely. In any case, here's a list
of your weapons and what they are good for.

Pistol: Absolutely useless against shields, but it does okay damage to the boss
        itself. Last ditch backup in every case.
Rifle: Mostly terrible against shields (but better than the pistol), and
       surprisingly ineffective against the boss.
Shotgun: Ineffective against shields, but okay against the boss.
Flame: Fuel Trap surprisingly good for the shields, but can't hit the boss at
       all. It doesn't even reach him.
Grenade: Good against shields, but mostly useless against the boss. The
         grenade either bounces off or just doesn't have a large enough blast
Minigun: Fairly effective against shields, very effective against boss. The
         Sentry will not target shields and is therefore useless.
Laser: Primary mode useless all around. Pinpoint Laser surprisingly ineffective
       against shields (you need a full clip to take one down), but it rips the
       boss apart.
Railgun: Not much good against shields when shot directly, but it will rip them
         apart if you can squeeze a Bouncing Bullet in between the cracks. Does
         decent damage to the boss, but this is lessened by the slow rate of
Rocket: Destroys shields on hit. Great against the boss. 5 Nuclear Warheads
        almost guarantee a quick kill.
Electric: Absolutely devastates shields, but primary fire can't even touch the
          boss. The Electric Burst isn't too hot against the shields, but
          charged shots do massive damage to the boss. 

Alright, this should be good enough to beat this Xenon creature. Use all the
skills you have acquired until now, and you will come out on top.

When you finally bring it down, go back north, to the teleporter, and enjoy a
well-deserved ending.

That's right. It's over.

Or is it really over? That was pretty good practice for the next difficulty
level... Heheh.


SECTION 6  - Frequently Asked Questions

This is the first release, so this section is empty at the moment. Feel free to
mail any Shadowgrounds-related questions to me at Any
sufficiently interesting or frequent questions will show up in future
revisions of this guide.


SECTION 7  - Release history

Version 1.00 - January 7th, 2007
Initial release. All sections complete.


SECTION 8  - Acknowledgements

Many thanks to:
-The Frozenbyte team, for this excellent shooter!
-Valve's Steam service, for advertising and selling Shadowgrounds to me.
-The official forums at, for
 providing the demand for this walkthrough.
-Hedgehog and fb_joel over at the forums for helping out with a minigun sentry
-You, for reading this guide!

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