Talon M2A3 .45 Caliber Pistol
Weapon Stats
First Obtained MedSci Deck
Requirements Standard Weapons - 1
Ammunition Standard Bullets
Armor-Piercing Bullets
Anti-Personnel Bullets
Magazine Size 12
Attack Type Single Shot
Three-Shot Burst
Damage 4 (Single Shot)
12 (Three-Shot Burst)
Summon Code "pistol"

The Talon M2A3 .45 Caliber Pistol is the first ranged weapon you find in System Shock 2. The first non-broken pistol most players find is in the chemical storeroom on deck 2, the MedSci Deck. It can also be found first in the XERXES hub on the same deck, except on Impossible.

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


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

Ammunition Types

After 23 years in service, the weapon has been designed to accept a number of kinds of ammunition, including the standard steel-jacketed rounds, uranium tipped armor piercing rounds and even nanite-based anti-personnel rounds.

StandardBullet Standard Bullets - The most common type of bullets in the game which deals Standard damage.
ArmorPiercing Armor-Piercing Bullets - Deals additional damage to partly and fully Mechanical opponents.
AntiPersonnel Anti-Personnel Bullets - Deals additional damage to partly and fully Annelid opponents.

Damage Table

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

Firing Modes

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


  • Upgrade 1 - Increases clip size from 12 to 24 and increases damage by 10%.
  • Upgrade 2 - Reduces reload time by 2/3 and increases damage to a total of 25%.


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


  • At least four pistols on the Engineering Deck have reduced recoil.[1]
  • A Pistol in perfect condition, which is carried by a corpse lying in between the Shuttle Cargo Bays on the Command Deck, is both unbreakable and recoilless. It will still decay, but will never jam regardless of its condition.[1]


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


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