Unlike most modern open-world games, Mafia II doesn't try to offer something for everyone. As a result, it may go down as one of the most polarizing games of 2010. I really hope the sales numbers prove me wrong, because this is a worthy successor to Mafia and a fantastic game in its own right.

Empire Bay is bursting at the seams with personality. Most gamers weren't alive to see the 1940s and 1950s, but this city asserts itself almost as if it were the immaculate contents of a time capsule. Each character carries himself differently; as one of the ever-so-short loading screens point out, the word "mafia" denotes some level of swagger. Unsurprisingly, that swagger is on full display from Vito and company almost throughout the game. Facial expressions are important in games like this, and 2K Czech delivers on that front, though the lip synching isn't great. The action looks terrific, and a lot of that is to the credit of the game's destructible environments. Wood disintegrates, glass shatters, and concrete is pulverized. It's great.

I can't find fault with Mafia II's sound design. The voice acting is perfect; Liam O'Brien (Darksiders, Nier) and Nolan North (must you ask?) are credited, but they do not voice any main characters. The casting decisions are extremely wise. By choosing a immensely-talented group of lesser-known professionals as the main characters, 2K encourages gamers to imagine Vito and Joe as real people. The orchestral soundtrack could have been used for any gangster film set in the 40s and 50s, and the licensed soundtrack could have been used in a Scorsese picture. The tracks are mostly appropriate, and range from "Praise the Lord and Pass the Ammunition" to "Tequila." However, the orchestral work absolutely steals the show.

Mafia II follows the story of Vittorio "Vito" Scaletta, a second-generation Sicilian American who has always had a penchant for illegal activities. He and longtime best friend Joe Barbaro spend their time doing petty crimes, one of which lands Vito in hot water. Our anti-hero gets out of trouble by enlisting and assisting with the war effort in Sicily. When an injury sends him home with a Purple Heart and a Distinguished Service Cross, he ends up face to face with a simple truth: honest work simply doesn't pay the bills. Incidentally, Joe has been making very powerful friends during Vito's violent tour of the old country. Thus begins their rise through the ranks of Empire City's Italian mob, which consists of a trio of families; Clemente, Falcone, and Vinci. Alliances are forged and abandoned, astronomical sums of money change hands, jail time is spent, and rats are sniffed out -- all while the body count climbs steadily. And then narcotics become involved... Though its conclusion isn't likely to satisfy anyone, Mafia II's story is emotionally engaging and smartly-written. In fact, it's easily the game's greatest strength. If you're wondering if this game ties into the first Mafia, the answer is yes. That's all I'm saying. Overall, the story isn't original or innovative. But it is powerful, and that's really all that matters.

As a story-driven action game, Mafia II is a resounding success. The shooting is solid, the driving is responsive and the jobs are great. Some of them even incorporate above-average stealth sequences. Unfortunately, as an open-world game, Mafia II fails. Outside of the main storyline, there is almost nothing to do in Empire Bay. Selling stolen vehicles, shopping for swanky threads, and knocking over random shops only stays fresh for so long. This may be 2K Czech's intent; the lifestyle of a mobster undoubtedly requires much more discretion than does that of the freelance killers of Grand Theft Auto and Saints Row. Still, any and all complaints regarding the absence of open-world content are valid. After all, why go to such great lengths to build a convincing slice of 1940s-50s Americana only to leave it practically empty? You can go looking for obscurely-hidden Playboy magazines and wanted posters, but as a whole, the city of Empire Bay feels like a hell of a missed opportunity.

Mafia II's difficulty level isn't as consistent as it should be, but it shouldn't drive you to frustration. The game has three difficulty settings, and regardless of which one you choose, expect to meet your demise every now and then. The exciting and intense gunfights don't always balance out against the uneventful sequences in which Vito has to drive from point A to point B. Several of these drives serve a narrative purpose, but there are too many drives that are only accompanied by the sound of Joe's back-seat driving.

One-shot deaths are common to both difficulty settings. You may find yourself popping out from behind a concrete pillar to fire off a few shots only to watch your health bar jaunt from full to empty in a heartbeat. Also, some weapons are a bit overpowered. For example, the molotov cocktail can hurt Vito from more than ten feet away. The cover system is solid, but it isn't consistently reliable. Part of this is planned, as evidenced by the aforementioned destructible environments.

It seems to be an unwritten law that every open-world game must be compared to other entries in the genre. I'd like to avoid that in the case of Mafia II, but I'm sure several readers would like some specifics.

Vito Scaletta isn't vain by any measure, but he must keep mindful of his image. If he commits an unforgivable crime, the cops will remember what he looks like... well, his clothes, anyway. If Vito is wearing the same clothes he wore when he committed a felony, the cops will recognize him. The same goes for cars. If Vito doesn't change the plates at the body shop, he will be noticed and pursued.

On the subject of police behavior, let's just say that the Empire City Police Department is more strict than the cops of most other open-world games, but it's also much more lenient than their Lost Heaven counterparts. Cops will try to take you down for the usual crimes, but they will also try to nab you for most traffic violations. They won't care if you drive in the wrong lane of traffic or run every red light you see, but if you commit a hit-and-run in the sightline of a cop, he will try to pull you over. The same goes for speeding, which actually makes room for a unique mechanic. By tapping a button, you can automatically limit your vehicle's maximum speed. Since you can see cops on your radar, this is a very useful tool when you're trying to get somewhere fast. If you find yourself up the creek without a paddle, you can call in a bribe at a nearby pay phone. It's an interesting system.

The movie buff in me wants to recommend Mafia II to absolutely everyone. However, the gamer in me can't quite do it. The almost shocking dearth of side activities in a city so huge and detailed results in a game that is slightly less than the sum of its parts. However, the individual parts are crafted with such a degree of loving care that the game's shortcomings are simply shrugged off.