It seems that no one can talk about Batman: Arkham City without referencing the absolutely stellar Arkham Asylum, and I’m apparently no exception. If, back in 2009, someone had told me that a new Batman game would end up being not just a fantastic super-hero game but one that would earn a top-spot on many a Game of the Year list, I’d have considered them nuttier than most of the Dark Knight’s foes. But that’s exactly what happened, and Rocksteady became a legend practically overnight because of it. But they then found themselves faced with the kind of daunting scenario that most successful developers end up in: create a sequel that’s even better than the original which garnered a ridiculous amount of critical praise and success. Fail in any way, even by making something that’s “just as good,” and they would most likely be shunned by the fickle community that embraced their earlier title so lovingly. Succeed, and they’d no doubt end up in a similar situation a third time. No pressure.

Hugo Strange, Arkham’s new and questionable warden, is planning something. The purpose of this so-called “Protocol 10″ is a mystery, but it’s clear that it’s a very bad thing. So, like any billionaire-turned-crime fighter worth their salt, Batman decides to stick around and find out what’s going on. Of course things aren’t that simple. Arkham City is home to a number of nasty villains caught in the middle of a turf war, as well as more than a few murderers who enjoy their own form of population control. Yet again, Batman finds himself in for an extremely rough night.

Let’s ignore the obviously questionable logic behind simply walling-off a significant chunk of Gotham City and throwing every psycho, criminal and psychotic criminal inside. It makes no sense, but this insane backdrop makes for an excellent and diverse pseudo open-world experience. And while Arkham’s super-sized jail doesn’t quite reach the scope of, say, Roma or Liberty City, it’s still chock-full of distractions. That and the environments are flipping gorgeous, thanks in no small part to the conservative size of the map, I’m sure. I often found myself stopping to perch on a gargoyle or hang off of a circling helicopter just so that I could take in the lovingly crafted sights. Seriously, there are moments where the city itself steals the show.

That’s not to say that the rest of Arkham City‘s cast doesn’t do a great job. There are quite a few villains contained within these walls, and not just the ones revealed to date in trailers. A couple of the encounters are a bit disappointing, but overall they’re handled exceedingly well. Some are direct fights, while others are more “defeat henchmen, then one-shot main bad guy” affairs similar to the original game, but each can be impressive in its own right. One particular encounter really stands out (no spoilers), and made for an incredible and memorable game of cat-and-mouse. It’s also worth noting that the final boss fight makes a lot more sense, both from a story and gameplay perspective, than the one from the first game did.

Rocksteady also deserves credit for cramming so many notable characters into one place in a manner that feels natural most of the time. There’s a legitimate story reason for all of these appearances, even in the side-missions. There wasn’t a single point in the game where I felt the inclusion of a given character was a stretch. In fact, I was actually somewhat saddened by the exclusion of a few bad guys, but I can imagine it would’ve been a bit much to have every single Batman villain make an appearance.

None of the interesting plot developments or geek-tastic cameos would make a bit of difference if the game itself weren’t fun, and I’m delighted to say that it’s just as much of a blast to play as Arkham Asylum, if not more so. Batman has even more wonderful toys and abilities this time around, and almost all of them can be handy in the middle of a fight. Firearms can be yanked out of an inmate’s hands with the grapple gun, special takedowns can permanently break weapons so that enemies can’t pick them up off of their fallen comrades, explosive gel can be dropped (and detonated) in the middle of a group, Batman can counter multiple attackers at once and much, much more. I’m inclined to agree with some of the reviews that bemoan the complicated button combinations required to pull some of these moves off, as well as keeping the plethora of techniques required for certain enemies mentally organized, but it wasn’t that bad once I found my handful of go-to gadgets and ignored the rest.

Aside from the combat there are also a number of refinements to the stalking segments. By and large they’re still the same experience they were in the nuthouse, but it’s a bit more focused. Batman can incapacitate foes with a number of new methods, silent takedowns can be changed to noisy knockouts for the sake of expediency and so on. But the goons have some new tricks, too. Some can jam Batman’s detective mode, others can scan hiding places with night-vision goggles and some will stop and plant mines. These elements really open up the stealth sections, turning them into more than a simple game of hiding in the rafters and waiting for one thug to wander away from the group. It gets even more interesting (and complicated) when the Riddler’s accomplices are thrown into the mix.

It’s no secret that the Riddler plays a bigger role here than he did in Arkham Asylum. He’s still hiding trophies and playing word games, as well as placing a few innocents in some very Saw-like deathtraps (which make for some fantastically thrilling diversions), but I was really impressed with the way Rocksteady incorporated his lackeys. Rather than revealing trophy and riddle locations via finding physical maps, players now have to interrogate his henchmen (marked by a green aura of sorts). The tricky part is that they can’t be interrogated with other enemies around, so they have to be the last one standing. It’s a simple idea that adds some unexpected and very welcome nuance and strategy to the combat and room-clearing. Plus it just looks cool when Batman picks them up by the throat one-handed.

I said earlier that Rocksteady would have to pull off something spectacular in order to please the teeming masses, and I believe they’ve done just that. Arkham City is a fantastic game that retains many of the qualities that made its older brother so popular and adds plenty of new elements and enhancements to keep things from getting stale. It’s also bursting with replayability thanks to a metric ton of Riddler trophies and puzzles, a New Game+ mode with retained abilities and ramped-up difficulty, and lots of Challenge Rooms of both the combat and stealth variety. Now they just have to worry about blowing the pants off of the gaming public a third time.