Guilty Gear X2 (known in Japan as Guilty Gear XX: The Midnight Carnival) is a 2D sci-fi fantasy fighting game developed by Arc System Works and released by Sammy for arcades (running Dreamcast-based Sega NAOMI hardware) in Japan on May 23, 2002.
An updated version of Guilty Gear X, Guilty Gear X2 adds new gameplay mechanics (such as the Burst Gauge, which allows players to break out of enemy combos), new characters (including a new final boss), an updated soundtrack, and updated visuals. It received numerous arcade and console updates from 2003-2012 under the "Guilty Gear XX" name (the exception being the international version of Guilty Gear XX #Reload) , the last of which being Guilty Gear XX Accent Core Plus R.
The game was later ported to the PlayStation 2 in Japan (on December 12, 2002), North America (on February 4, 2003), and Europe (on March 7, 2003). Along with numerous game modes, this version features a full-fledged Story Mode with branching paths. The story picks up two weeks after the disappearance of the Gear known as Dizzy, where a mysterious woman known as I-No causes turmoil wherever she goes. In addition, a new shadow organization (the Postwar Administration Bureau) begins their plan for world domination (mostly involving robotic copies of worldwide hero Ky Kiske).
- Zappa - A hopeless Australian romantic who believes he has a strange disease, only to end up possessed by numerous malevolent spirits (led by the sadistic S-Ko) while unconscious. He seeks the mysterious healer Faust to cure him of his apparent sickness.
- Bridget - The androgynous son of wealthy British aristocrats (raised as a woman due to superstitious issues involving twins), Bridget fights to prove himself as both a man and a worthy bounty hunter. He fights using both his yo-yo and a mechanical teddy bear named Roger.
- Slayer - A Romanian "nightwalker" and the founder of the Assassins' Guild, awakening from slumber after the guild's fall into chaos (due to Zato-1's disappearance). Cordial and well-mannered, he has many connections to the other fighters and fights with his supernatural strength.
- I-No (final boss) - A mysterious and vulgar woman who fights with an electric guitar and causes conflict wherever she goes. It is quickly revealed that she serves "That Man" and believes she acts in his best interest.
- Robo Ky (hidden unlockable, added in the PS2 version) - One of a series of mechanical androids created by a mysterious organization (the Postwar Administration Bureau) to track and analyze those who fought in previous tournaments. They share many similarities (in both appearance and moveset) with Ky Kiske. Has no Story Mode.
- Sol Badguy - The titular "Guilty Gear", Sol was the subject of bio-mechanical weapon research only to become a bounty hunter targeting other Gears.
- Ky Kiske - A talented swordsman and a former leader of the Sacred Order of Holy Knights, becoming a central figure in the newly-created International Police Force.
- Millia Rage - Formerly part of the Assassins' Guild and trained to use her hair as a lethal weapon, only to betray the organization and its leader: Zato-1. She works with the International Police Force in dismantling the Guild and apprehending whats left of Zato-1.
- Zato-1 - Formerly the leader of a group of assassins after invoking forbidden arts (sacrificing his sight for the ability to control his shadow), only to become possessed with the shadow he once controlled (as it was a Forbidden Beast named "Eddie"). With the death of Zato-1, the Beast decides to find a new host.
- Potemkin - Formerly a slave soldier of the airborne military empire of Zepp, Potemkin helps form a rebellion that brings a new peaceful government to the floating continent. With Zepp's new leadership being more intrigued with Gears, Potemkin is sent to investigate.
- Faust - A brilliant physician who became the serial killer Dr. Baldhead after being driven mad (as a girl under his care died mysteriously under his scalpel), then regaining his humanity and forging a new identity to seek the truth about the surgery that caused him to become mad).
- Chipp Zanuff - A former drug addict who becomes a ninja and ends up seeking revenge against the mysterious group that murdered his master Tsuyoshi.
- May - A cheerful young member of a group of air bandits known as the Jellyfish (led by Johnny, who she developed a crush on).
- Axl Low - A 20th-century hoodlum who was caught in a mysterious "time slip" and hurtled two centuries into the future. After years of searching for a way back home, he learns of another time traveler known as "That Man" and, believing that this person is affiliated with the Gear incident, searches for him.
- Testament - A mysterious self-reliant Gear who forms a contempt for humanity after aligning with the powerful Gear known as Justice. After the destruction of Justice, he later forms a bond with the Gear known as Dizzy.
- Baiken - A mysterious swordswoman who desires revenge against the creator of the Gears for the destruction of her homeland.
- Johnny - The noble leader of a group of air bandits known as the Jellyfish, who takes in the Gear known as Dizzy as part of his all-women crew.
- Anji Mito - One of the few full-blooded Japanese left alive after Japan's destruction, Anji becomes curious about the Gears and decides to search for the man responsible for the Gears.
- Jam Kuradoberi - A reputable chef (and proficient user of Ki) who used the bounty on Dizzy to open a new restaurant, only to search for the one who burned it down.
- Venom - A criminal and top-ranking official in the Assassins' Guild after the disappearance of Zato-1.
- Dizzy - A half-human, half-Gear who resorted to living a peaceful life in a forest with no intention on harming humans. After a bounty was placed on her by the Union of Nations, she was defeated by Sol, only to be recruited to the band of air pirates known as the Jellyfish.
- Kliff Undersn (hidden unlockable, added in the PS2 version) - Has no Story Mode.
- Justice (hidden unlockable, added in the PS2 version) - While they have a Story Mode, it serves as a precursor to the events of the original Guilty Gear.