Indie RPG developer Mark Pay released The Spirit Engine as freeware back in November 2003, then spent four and a half years laboriously crafting a sequel.

Those four and a half years paid off. The Spirit Engine 2 is one of the most-reviewed (and most favorably reviewed) indie RPGs out there right now. And for good reason: it’s a superb game.

To begin with, I want to point out that TSE:2 is extremely linear. The game is side-scrolling, with your party able only to move backwards and forwards along a set path, automatically fighting any enemies they touch along the way. You do not have dialog choices. Your only real exploration options occur by selecting different areas on the world map, and even these are frequently quite limited. This will probably bother some people.

TSE:2 more than makes up for its linearity, however, by telling a compelling story with great characters and wonderful dialog in an interesting setting, coupled with a unique real-time combat system that demands both strategy and good timing.

When you start a game of TSE:2, you are given the choice of 9 characters with which to create a 3-person party. You can only select one character from each of three rows, meaning that there are twenty-seven possible party combinations for you to use in playing through the game. Each character belongs to one of three classes: Knight, Musketeer, and Priest. (You don’t have to choose one of each, but it’s probably a good idea.)

For my playthrough, I chose Kaltos, Charlotte, and Enshadu. I can’t speak for the other combinations, but the dialog among these three characters was marvelously entertaining and well-written. Kaltos, I will say, easily makes it onto my list of all-time favorite RPG characters for his role as a hapless, cynical–yet somehow endearing–scoundrel.

I won’t spoil the plot for you, but suffice it to say that TSE:2 contains more than its share of political intrigue (and, dare I say it, social commentary.)

TSE:2′s combat system is in real time, and can frequently become quite hectic and intense. Each character has a battle gauge that is constantly refilling. Once a character’s gauge reaches 100%, he or she attacks using whatever ability he or she has selected. Your attacks typically hit whichever enemy is first in line, and likewise, most enemy attacks hit whichever character you have up front in your own party. In most battles, you’ll find yourself feverishly swapping your party order around to distribute enemy attacks evenly among your characters.

Timing is important. For example, characters performing melee attacks have to actually run up to their target to attack. If an enemy runs up to perform a melee attack at the same time as one of your characters does, the characters will hit each other instead of hitting their intended targets. To name another example, bosses oftentimes become immune to damage at certain times, so you’ll have to tell your characters to hold their attacks, waiting for the right moment to strike.

Check out this video of an early boss fight to see the combat system in action:

While its unique combat system houses a lot of TSE:2′s appeal, it also contributes to one of its weaknesses: namely, some of the bosses later in the game are a bit unbalanced. Some bosses recover health in such large amounts–and use their recovery abilities so frequently when brought low on health–that it is nearly impossible to defeat them without leveling up your party first. (I played through without doing any optional battles, just to see if I could make it through without grinding. I couldn’t.) Most battles are perfectly do-able with a little strategizing, however, even if you haven’t done any grinding.

As should be apparent from the above video, TSE:2 has some very nice 2D sprite graphics with frame-by-frame animations. The visuals have charm, and while not too flashy, they convey a lot of character. My only criticism of the graphics would be that their somewhat cartoony appearance doesn’t always mesh terribly well with the dark world that TSE:2 takes place in.

The music in TSE:2 deserves special mention. Josh Whelchel, known for his work scoring other indie games and for organizing Songs for the Cure each year, took full advantage of TSE:2′s long development time to create a remarkably rich soundtrack with (count ‘em!) 101 different tracks. That’s a mind-bogglingly large amount of good music for any game to have, much less an indie game.

The Verdict: 4/5. While slightly marred by its heavy linearity and some issues with balancing in certain boss battles, TSE:2 is a must-have game.

Special note: One month ago, indie RPG developer Mark Pay converted The Spirit Engine 2 to freeware, citing low sales. That’s a crying shame. If you want to thank Mark Pay for his generosity, you have the option to donate some money to him via Paypal on the TSE:2 web page.