The potential was there for the first FlatOut. Its physics based driving led to some disgustingly funny crashes as the driver flew out the window into various roadside objects. It even led to some classic mini-games, which unfortunately were far more entertaining than the glitchy, irritating, and sloppy career mode. All of that has changed in FlatOut 2, aside from the irritation.

Revamping every aspect of play, this sequel has just become the #2 arcade racing franchise. From graphics that are easily rivaling Burnout, destruction that beats it, a fully licensed soundtrack, and superb online play, FlatOut 2 has everything in place to be a success. It doesn't feel like anything was used from the original game.

That's the best thing that could have happened to this one. Racing now feels tighter, and the player is in far more control. Small objects lying on the road no longer bring your car to a halt, and in fact, you can run over nearly everything. It's become integral to the game actually, awarding extra cash bonuses for destroying property and other drivers.

Reckless driving is encouraged, and this time out, the developers have embraced that with a full-on destruction derby. Wisely, they've even included the mini-games where you intentionally send your driver through the windshield in various games (baseball, basketball, bowling, and the ever popular darts are included amongst others) into career play. There are some real characters this time around, though their personalities fail to extend past the loading screens.

Progression will be slow in the games key career mode, though it's nice that all the mini-games are unlocked from the start. Issues begin with the game's AI. It's nearly impossible to gain a first place win with anything but a perfect race. The difficulty ramp is ridiculous, and after the first set of races, you'll find yourself replaying the first circuit to gain enough money to massively upgrade your vehicle.

On the other side, it's hard to gain money by racing perfectly. Smashing objects is a quick way to ramp up a sum of cash, but this also slows you down. There's a fine line between ripping apart towns and races that needs to be kept straight. Veer off even slightly and first place is out of reach.

This makes online play inviting, since every car is unlocked without the need to earn them. The field is fair except for one knock-off "batmobile" which has a top speed far beyond that of anything else on the roster. All of the mini-games and destruction derbies are available for up to eight players, and the interface allows for easy access to your friends list.

Aside from the nearly impossible single player difficulty level, FlatOut 2 has finally given Criterion's Burnout franchise a challenge. While still a little low on the production values end of things, FlatOut 2 stands out on its own without being a blatant copy. It's definitely comfortable in its personal spot on the racing video game roster, and if the third title can beat this, we won't need another Burnout.

FlatOut 2 is rated T (Teen) by the ESRB for Mild Lyrics, Violence. This game can also be found on: PS2, PC.