Prey 2 was an unreleased first-person shooter video game published by Bethesda Softworks. It was planned as a sequel to the 2006 video game Prey.
Though Prey 2 was announced by 3D Realms in 2006, a few months after release of the first game, development work at Human Head Studios did not begin in earnest until 2009, after the rights for Prey had transferred from 3D Realms ultimately to ZeniMax Media, the parent company of Bethesda. Bethesda formally announced their title in early 2011, which revealed a change of the player’s main character and of gameplay to a more open world game. Human Head quietly ceased development on the game in late 2011 for unstated reasons despite having progressed to a near alpha release state. Subsequently, several industrial rumors circulated that Prey 2 had been canceled or changed developers, including evidence that Arkane Studios had taken over development. Bethesda formally canceled the game in 2014, stating it was not meeting their expectations. Later in 2016, Bethesda announced that a reboot of the franchise, Prey, was set for release in 2017 and was under development by Arkane, who had taken the concepts and thematic elements of Prey but scrapped any previous work that had been done by Human Head.