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Guilty Gear X2 #Reload: The Midnight Carnival (pronounced "Sharp Reload"), known in Japan as Guilty Gear XX #Reload: The Midnight Carnival, is a 2D fighting game developed by Arc System Works and released by Sammy for Japanese arcades in 2003. It was later published for the PlayStation 2 (in Japan by Sammy and in Europe by ZOO), Xbox (in North America by Majesco, in Japan by Microsoft, and in Europe by ZOO), PC (in Japan by MediaKite, and in Europe by ZOO), and PlayStation Portable (in Japan by Sega).

A revision of Guilty Gear X2: The Midnight Carnival, the game adds numerous balance changes. It was later succeeded by a long-running number of revisions (known as the Guilty Gear XX series), first by Guilty Gear XX Slash: The Midnight Carnival.

The Xbox version, the only version released in North America, was notable for adding online multiplayer (via Xbox Live) to the franchise. It was later re-released in June 16, 2008 for the Xbox 360 (via Xbox Originals, later Xbox Games On Demand).

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