Someone was most assuredly playing Halo one day and then, after watching The Ring, said, "You know what would be cool? If we combined Japanese horror with a first-person shooter!" And thus FEAR was born.

FEAR (First Encounter Assault Recon) is Halo without the power suit and vehicles in tightly confined, spooky urban environments. Your character is anonymous behind his faceplate, like Master Chief, and you possess powers beyond mortal men, including the ability to slow down time in Matrix-esque fashion. The usual weapons of mass destruction are present as well: pistols, sniper rifles, shotguns, rocket launchers, and of course the obligatory futuristic energy rifle.

What makes FEAR different is its adherence to a disturbing plotline. Project Origin has created a series of telepathically controlled clones (think clone troopers from Star Wars). They are the perfect warriors, led by their powerful telepathic commander, Paxton Fettel. Only Paxton has been driven mad by the ghost of a little girl, Alma, and transformed into a cannibalistic mass murderer. Cue our point man (that'd be the player) and the FEAR team.

What ensues is a creepy romp through garbage-filled alleyways, poorly lit warehouses, abandoned office buildings, and weird underground laboratories. We learn the story through more than dialogue alone; there are various opportunities to overhear answering machine messages, slowly unspooling the plot.

FEAR is an interesting experiment in horror. Horror is largely scripted, be it in a novel or script, thereby dictating when and where bad things happen. In FEAR, although events are scripted, they don't necessarily play out the way the creators probably intended. I was often looking the wrong way when a creepy ghost appeared, ruining the effect. Conversely, some creepy moments wear off quickly when you've died twelve times and have to replay the scene over and over again. Nevertheless, the game has its moments, not in the intentionally creepy horror but the subtle: a lone photocopy machine illuminated in the darkness as it photocopies nothing, the rattling of underground pipes ready to burst, and the accidental bumping of debris all kept my nerves frayed.

And there is a LOT of debris. Everything in the game can be hit, bumped, knocked over, moved, and blown up. Except for the cast of characters. This is a bit of a let down when some key cast members (who we just know are BAD (tm)) cannot be harmed with a pistol to the forehead, yet you can accidentally blow yourself to bits by shooting a fire extinguisher from a distance. The game chooses when to be realistic at its creators' whim.

FEAR has one of the most realistic artificial intelligences in recent FPS memory. The clone soldiers work together, throwing grenades at the right moment, looping back around to catch you by surprise, and running and gunning when under heavy fire. They leap over barriers and duck under cover, scream for backup and loudly declare their intentions over their walkie-talkies. In fact they act a lot like…

People. It's so strange that a game fixated on the terror of cloning has the most human-like enemies ever to grace the Xbox 360. The panic in a clone soldier's voice is almost pathetic when you eliminate his entire team: "I can't stop him!" When a soldier thinks he has the drop on you, he swears like a sailor.

FEAR is bloody, violent, and foul-mouthed. Sometimes the cursing seems a little egregious; sometimes it makes you wonder who taught the clones these potty words. But the blood, especially in slow-mo mode, is glorious to behold, especially when a shotgun blast at point blank range tears through a clone soldier and the bookshelf behind him.

FEAR has its flaws. The collision detection isn't always right, snagging your character on strange parts of the board. Bad guys fall all over in rag doll fashion thanks to the Havok engine, but they also sometimes fall in weird poses (on several occasions, a clone soldier fell and hung in mid-air). And the voice acting is so-so.

But FEAR does one thing right, and that was enough to make me play it obsessively until I beat it. You WILL learn the meaning of FEAR.