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

This is XERXES. Can you not feel the glory of the flesh? Do you not yearn to be free of the tyranny of the individual?
~ XERXES, under the control of The Many

XERXES 8933A/A was the onboard computer A.I. of the Von Braun, and one of the antagonists of System Shock 2.

The prototype of XERXES was developed in an era of distrust about personality-based A.I. computers, following the SHODAN incident, showing that they were eligible to go rogue. XERXES was created in secret by Dr. Janice Polito and her team in an apparent self-contradiction, as Polito herself was very skeptical of the technology she was working on. Although the prototype could had been ready by 2107, a lot of care had been given for its fail-safe mechanisms: two thirds of development time were dedicated to restraint and containment protocols and the rest to A.I. routines. Only after they'd be convinced that the prototype was secure, her team would ever consider authorization of actual production models.

The UNN senate knew about this. When Polito expressed her objection about the creation of the A.I. Sarah to the committee, chairman Cal McGill conjured a copy of XERXES 453/RT4b3. Thus McGill accused Polito for spearheading the development of the very technology she "arrogantly" condemned. It seems, however, that XERXES replaced Sarah as the system that controlled the Von Braun.

As the operating system responsible for the primary data loop onboard the starship, XERXES allocated the billions of onboard subtasks, delegating them to hundreds of thousands of individual systems. However, the computing power aboard the Von Braun is not completely under XERXES’ control.

In order to not repeat the disaster of Citadel Station, XERXES had several security loopholes by design which would allow hackers to bypass the XERXES system and gain temporary control of certain critical sub-systems so that the A.I. could be disabled in the event that it went rogue like SHODAN. This was implemented as a safety feature on the recommendation of Senior Systems Analyst, Dr. Janice Polito.

The A.I. has been described as buggy and inefficient but for good reasons. Dr. Polito and other staff members on the Operations Deck were responsible for keeping XERXES running within his intended parameters. However, Dr. Marie Delacroix discovered that someone hacked into, and programed, XERXES to sing Elvis Presley songs as a prank. Dr. Delacroix noted that if someone with a real agenda entered the system, much more serious repercussions could ensue.

As Dr. Delacroix predicted, XERXES was hacked by Malick, and was reprogrammed to work for The Many. The AI began compromising all security turrets, cameras and taunting crew members who were not infected.

During the course of the game, XERXES taunts SOLDIER G65434-2 for helping the "machine mother" and alerts security in an attempt to eliminate the player. XERXES was finally taken control of by SHODAN through the cooperation of Soldier G65434-2, whom allowed her to gain access to the Primary Data Loop.

It is unclear what exactly happened to XERXES when SHODAN took control of the Primary Data Loop. Dialogue from the The Many suggests that they are protecting him. Also, when you hack a turret or Replicator on the UNN Rickenbacker XERXES will be heard reporting your action. This could be an oversight or evidence that The Many uploaded him on to the Rickenbacker.

SHODAN seems to have a low opinion of XERXES describing him as "insipid" (said while impersonating its creator, an early hint that something is amiss about your contact) and "obsolete".


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


  • In the short story by Ken Levine, XERXES is described as having "supernaturally blue eyes" - In the game, however, his eyes are orange.

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