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Guilty Gear X2, also known as Guilty Gear XX and subtitled The Midnight Carnival in Japan, is a fighting game developed by Arc System Works and published by Sammy Studios. The third installment of the Guilty Gear series, Guilty Gear X2 furthered the plot of the series, as well as introduced new characters and gameplay mechanics. A sequel to Guilty Gear X, it was first announced in January 2002, and was released on May 23, 2002, for the arcades, in Japan. It was later ported to the PlayStation 2 and published in North America and Europe.

As humanity endeavored to better themselves, they created the biological marvel known as Gears. Originally intended as the next step of human evolution, they were instead fitted for war and turned against their own creators.

Ultimate battle action, and the epitome of the GUILTY GEAR XX series now on Steam! Bonus soundtracks included!