It's winter in Gotham City, but the streets of the part of town now known as Arkham seem particularly cold. Snow falls on the criminals who roam this place, making the asphalt shimmer with reflections of the neon signs advertising shuttered shops that once upon a time bustled with business. Gotham faced a prison crisis in the wake of the events of Arkham Asylum, and certain unscrupulous characters took advantage of the situation by acquiring the run-down neighborhood of North Gotham, walling it off from the rest of the city, and tossing the criminals in there to fend for themselves. It's an inhumane and immoral operation; food and warmth are scarce, and some inmates are people whose only crime was voicing a negative opinion of Arkham City and those who run it.

But their misfortune is your gain. The area of several city blocks that makes up the superprison isn't especially vast as open worlds go, but what it lacks in scale, it more than makes up for in atmospheric detail. Arkham City is home to an old courthouse, a former police headquarters, a musty museum, a disused subway terminal, and other fascinating places. These structures, with their faded portraits, old billboards, and plentiful other features, convey a sense of history. The exceptional art design draws on 1930s art deco and makes Gotham seem like a once elegant and shining city that has fallen into darkness. It's clearly a work of imagination, but as you explore it, its richness pulls you in, and it becomes a world you can't help but believe in.

Batman has no choice but to explore the alleyways and underground tunnels of North Gotham. Within the prison's walls, Joker is dying, and the villain's schemes force the Dark Knight to help him find a cure. That quest brings Batman into contact with the Penguin, Mr. Freeze, and numerous other members of Batman's rogues' gallery. Each character is represented terrifically, with plenty of nods to their histories as established in the comics, and part of the fun of progressing through the story lies in seeing what character might make an appearance next. The excellent Kevin Conroy and Mark Hamill reprise their roles as Batman and the Joker, heading up an ensemble of voice actors who never miss a beat.

Before beating up bad guys, Batman like to take a moment to do some brooding.

Also returning from Arkham Asylum is that game's accessible and satisfying combat system. At its core, it's quite simple: one button performs your attacks, while another counters enemy attacks. The combat rewards good timing, and when you get into the rhythm of battle, chaining your attacks together and turning your enemies' attacks against them, it's deeply absorbing. It's also as graceful as it is brutal, making it a joy to behold. The varied attack animations make most tussles look as if they might work as choreographed fight sequences in a movie. In response to your inputs, Batman might simultaneously counter two attackers with a single impressive move, or take advantage of a convenient surface and slam a thug's head against it. As you progress, you encounter enemies equipped with things that make taking them down more complicated. Guards with stun batons can be attacked only from behind; enemies with shields require the use of an aerial attack; and foes with body armor can be injured only with a rapid-fire punch attack called the beat down. It's especially satisfying to defeat large, diverse groups of enemies against whom you must use a variety of techniques. Zoomed-in camera angles that give you a close look at moves that finish off a battle add impact to your attacks and make your triumphs all the more rewarding.

Batman's assortment of gadgets plays a bigger role in combat than it did before. In Arkham Asylum, you could throw batarangs and keep your combo going; here, you can quickly fire off many of your wonderful toys in the heat of battle. A blast from your remote electric charge device can make an enemy involuntarily swing his hammer at surrounding thugs, and a quick placement and detonation of explosive gel can knock nearby foes off their feet. The variety of "quickfire" gadget options and other special moves that Batman has at his disposal can actually be overwhelming, and you may occasionally find yourself pressing the button combination for one gadget when you want to use another. But the game does an excellent job of easing you into the finer points of the combat system, displaying button prompts when you have a good opportunity to use a particular technique. And if you don't quite grasp a move the first time, you can go into your upgrade menu and re-enable its tutorial for a refresher. The addition of quickfire gadgets gives you a number of new options, and skilled players can benefit a great deal from the smart use of these techniques, but you never need to rely on these abilities. If you prefer to keep things simple, you can certainly get by relying primarily on your fists.

Detective mode shows you which thugs made the mistake of bringing guns to a batfight.

Of course, thugs with shields, blades, and body armor are one thing; enemies with guns are something else entirely. Batman is tough, but far from invulnerable, and when faced with such firepower, it's time for him to rely on stealth. As in Arkham Asylum, you sometimes find yourself needing to take out rooms of gun-wielding enemies, and all of Batman's techniques from that game are still every bit as fun to use. Sneak up on an enemy from behind and you can take him down silently. By hanging from a gargoyle, you can ensnare an unsuspecting enemy below with an inverted takedown. Your detective vision gives you an edge, letting you see the positions of enemies patrolling the room through walls and floors. And Batman has a few new tricks up his sleeve. When spotted, you can toss a smoke pellet, aiding your escape and possibly leading confused enemies to accidentally attack each other. And you eventually acquire a new gadget that's great fun in these situations: the disruptor, which lets you can remotely disable a thug's gun. It's especially satisfying to do so, then jump down in front of him and watch as he attempts to shoot you, and then knock his lights out. The disruptor's use is limited, so you can't overdo it, but it's a great new addition to Batman's arsenal. The excellent sound design adds tension to these stealthy standoffs, with bad guys becoming increasingly frightened as you pick off their buddies one by one.

As you win battles, you earn experience points and periodically level up, which lets you upgrade your suit, gadgets, and combat skills. These upgrades have a real impact on gameplay and create a rewarding sense of growth as you advance through the game. Purchasing the batclaw disarm move, for instance, lets you yank weapons from enemies' hands, while the critical strikes upgrade rewards precise timing in battle with more powerful attacks that let you build up to special combo moves more rapidly. There are an impressive number of upgrade options to choose from, and you'll probably still be leveling up and unlocking upgrades well after finishing the main story.

Arkham City also acknowledges that Batman's brains are at least on par with his brawn. Occasional clever environmental puzzles, such as a situation involving a pool of water covered in thin ice, frozen cops who need to be saved, and a giant, deadly shark, require you to make smart use of your gadgets. More significantly, the Riddler returns to torment Batman, and he has stepped up his game considerably. As in Arkham Asylum, Riddler trophies have been placed throughout Arkham City. Some of these collectibles have been hidden in the city's nooks and crannies, and if you locate them, you can simply pick them up. However, in many cases, the trick is not locating them, but figuring out how to get them. There are Riddler trophies in plain view all over Arkham City, but they're enclosed in cages, and to retrieve one of these, you must figure out how the mechanism for that particular cage works. There might be a series of switches on a nearby wall that need to be triggered in a particular order. Or it may be a test of agility, with a switch that opens a gate some distance away that you have only a short time to reach before it closes. Some of these puzzles are surprisingly tricky, but there's always a discernible logic that makes working out the solutions rewarding. And in a nice touch, you can mark the location of trophies on your map so that if you can't figure out how to get one at the time, you can easily come back to it later.

In addition to his trophies, the Riddler has a new set of environmental riddles for you to solve. Some of these take the form of questions or statements, such as "Do you have Strange thoughts? Maybe you should seek help?" and "I am an actor who can transform a film with the final cut. Who am I?" Answering these requires you to locate the sign, storefront, or other environmental detail that contains the answer. The richness of the world already makes exploring it a pleasure; tracking down these solutions makes doing so even more engaging. Each of these that you solve unlocks an Arkham City story, which offers some textual background on the people associated with that particular riddle, deepening the neighborhood's sense of history. The Riddler's perspective puzzles also make a comeback. These are question marks painted in the environment that need to be viewed from just the right place to appear correctly. Working out the proper vantage point from which to solve these puzzles is as enjoyable as ever.

Solving these conundrums doesn't just reward you with a job well done. This time around, the Riddler has kidnapped hostages and placed them in riddle rooms throughout Arkham City, and the only way to get the locations of these rooms is by completing enough of the Riddler's challenges. And this is just one of the numerous side quests you have the option of pursuing or ignoring during your time in Arkham City. You'll almost certainly want to complete many of these, though. These engrossing quests often make great use of villains from the Batman comics who don't play a role in the main quest, and they have their own story arcs that are worth seeing through. They're also fun to play. There are strings of murders to investigate that have you analyzing crime scenes, following bullet trajectories and trails of blood. There's a madman who forces you to race across town to answer ringing pay phones before time runs out and he kills a hostage. There are innocent political prisoners who need your help. And much more.

The world is packed with references to famous Batman characters.

If you buy the game new, you receive a code that gives you access to Catwoman. (If you don't have the code, you can purchase one in the game's online store.) If you have this content loaded onto your console, the story will occasionally switch to Catwoman. The paths of the two characters occasionally intersect, and if you have the Catwoman content, her occasional interludes offer some illumination on how she gets into the situations in which you encounter her as Batman. Playing as Catwoman is enjoyable; she has just enough abilities that are unique to her to make her feel distinct from Batman, while controlling similarly enough to feel immediately familiar. She can cling to certain ceilings and use her claws to scale walls, and her caltrops and bolas can be used in combat to trip and immobilize enemies. You spend only a short time playing as her during the main story, but once that's complete, you can switch between Batman and Catwoman at any time, and she has her own objectives and challenges to complete, and her own set of Riddler trophies to collect.

Once you complete the main story, you unlock the new game plus option, which lets you carry over your upgrades but also makes your life more difficult; you have to do without the helpful lines that appear in combat informing you that an enemy is about to strike. But once you've spent that much time with the game, you'll likely be ready for this challenge. And, as in Arkham Asylum, there are a host of challenge rooms that test your skills both in all-out combat and in stealth situations. Some challenges take the form of small campaigns that alternate between combat and stealth scenarios. Each campaign assigns you an assortment of modifiers and requires you to use each of them once. One modifier might benefit you, perhaps giving you regenerating health, while another might benefit your enemies, perhaps giving one a protective aura that prevents him from taking damage. These modifiers, and the tactical process of applying the detrimental ones to the easier scenarios and the beneficial ones to those scenarios you might have a tougher time with, make these campaigns feel distinctly different from the encounters you have during the story.

One Batman against a mere six thugs? Hardly a fair fight.

But more than anything else, it's your adventures and explorations in the city of Arkham itself that make this game extraordinary. The game's boss fights look dangerous and spectacular, but they're disappointingly easy, and on occasion, context-sensitive actions may thwart your efforts. You might intend to evade an enemy attack, for instance, but instead your button press makes Batman slowly disable some device as bullets are shredding your health. But these criticisms are nitpicks in a game that does so much so well. From the speedy exhilaration of soaring high above the streets to the atmospheric thrill of discovering long-forgotten secrets in the tunnels below Gotham, this is an unforgettable adventure that will keep you coming back to the cape and cowl long after you've seen the credits roll.

Xbox 360 Slim (live shots!)

Splitfish FragFX Shark prototype -- First hands-on!