Character gen takes place totally in the game engine. You start off four years before the game begins, with a totally stats-less generic person-like thing. As you wander about the city-streets, you eventually find your way to the military recruitment office, where you being to create your character. The first thing you encounter is a Basic Training area, in which you can practice things like picking up objects and pushing buttons, and an Advanced Training area, which has separate sections for weapons training, psi training, and tech training. None of these have any effect on your character skills. After you've finished playing with the training areas, or if you skip them, you go down the hall to a place where you choose which branch of the military you're going to enter. After this choice, you go to a space station where you get a choice of three different missions, which grant you different skills. Then you get a debriefing screen telling you what really happened on the mission. Iterate this twice more. (The mission choices are different for each branch of the military, in case that wasn't clear).

There are three character classes:

Marine: This is the ‘fighter’ class. This is your weapons expert, who will be naturally better at handling weapons, and using brute-force. He will be the most skilled at weapon maintenance and modification, and all other combat oriented skills.

Navy: This is the ‘thief’ class. This class has an emphasis on technology skills, mainly hacking and modification. I say ‘thief,’ because this is the guy who you want to be if you plan on getting through the game by sneaking and trickery rather then guns blazing. The hacker type can, of course, infiltrate computer security systems, take control of remote gun-turrets, and also research alien technologies and figure out how to use alien weapons more quickly.

OSA Officer: This is the ‘mage’ class. This character is basically a professional psionic. This character is given powerful spell-like abilities whereby he can turn monsters against one another, shut down electrical machinery, and even preform all-out assaults with powerful psionic blasts. However, if you screw up while using your psi powers you can hurt yourself by "overloading." Fans of Babylon 5's Psi-cops should be drooling now.

In Shock2, you're not locked into any monolithic character path. (anyone who played the Underworld will know exactly how this works) A player who begins the game as a marine is free to develop as a hacker after his initial vector is chosen. SS2 doesn't stick to a hard-line class system like some other RPGs *cough*D&D*cough* do.

Character development happens in one of two ways. The first is via hardware upgrades. As the player goes through the game, he or she will find various add-ons that you can plug into yourself to grant you new abilities. However the player only has room for a limited amount of these upgrades, so you must pick and choose which ones you want to keep and which you leave behind. Your choices determine what kind of character you are. The other way is via cyber-modules. These are gained from Dr. Polito, who transmits them to your personal computer as a reward whenever you complete a certain sub-quest, or they can be found throughout the ships. You can then take these modules to terminals at key places on the ship, and the terminals will ‘teach’ you skills. (Just like in the Matrix!) Again, there are more skills to gain then there are cyber-modules, so the player much pick and choose which skills he or she will want to learn. A player may be tempted to form a "jack of all trades" character. Though this is possible, remember, a jack of all trades is also a master at none.