I never played part one to this game. However, I didn't need to after I realized that I was not too impressed by part two. First, the graphics are nothing special..I have seen better. Second, the camera is really annoying in this game, and so is Max. I never even bothered to read through all the comics that are supposed to provide more information to the upcoming stage. The way Max moves just makes no sense like when he is walking backwards its all awkward. Fourth, the slow motion thing is kinda cool but gets tiresome. While the game isn't all shoot em up it's still pretty boring. Finally, enemy intelligence is nothing to be excited about. Typically, the enemy reacts and behaves like most enemies (keep in mind I just finished playing Splinter Cell). I would recommend renting this game if your into shoot em up style games.