What if video game characters weren't just digital pictures on a screen, but real, live (albeit digital) actors? That's the question that Eat Lead: The Return of Matt Hazard uses to great effect as its premise. You see, Matt Hazard isn't just a blip on a screen. No, he's a has-been action hero who tried to take control of his own franchise, only to lead it horribly awry. Out of work and overweight, Hazard is on the sidelines, but not out of the picture. He's been recruited for a big "comeback" release, but what he doesn't know is that the evil corporate suit, Wallace "Wally" Wellesley (voiced by none other than Neil Patrick Harris!), is in charge of the game publisher and will stop at nothing to see that Hazard is deleted forever.

In order to put his plan into action, Wally has his programmers working to hack the game while Matt runs through the levels. If the programmers succeed, Matt simply won't respawn when he dies — he'll be deleted forever. Of course, in order for Wally's plan to work, Matt has to die, which is easier said than done. After all, Matt's in top physical shape, he knows how to use a weapon and he's got an entire group of video game heroes ready to help him out on the sly. There's also a mysterious QA girl back in the real world who doesn't want to see Matt bite the big one.

As a result of this inventive setup, Eat Lead is able to play around a bit with traditional video game conventions. It's both commentary and parody, built on top of a solid third-person shooter. While there are no direct cameos, Eat Lead's characters and locations run the gamut from classic to contemporary. The most obvious nods are Captain Carpenter and Master Chef, but we can't overlook the 2-D Nazi soldiers. They may be "old school," but they have a distinct advantage when fighting in a 3-D world. As soon as they turn sideways, they cannot be hit. There's a factory that does nothing but create exploding barrels (every good game needs to have exploding barrels) and a shipping company called Fraggmee. Oh, and we can't forget the zombies. Gotta have zombies.

Getting behind the controls with Matt, it's obvious that the development team put just as much work into the game as it did with the story elements. Underneath all of the in-jokes and crazy riffs is a solid shooter that looks good and plays well at first blush. Anyone who's ever played a third-person shooter before should feel right at home, as all of the basics are here, including a useful cover system.

Playing through one of the levels, the first thing we noticed is that each enemy seems to be weakest against his own weapon. Since Matt has a limited inventory, you're constantly swapping weapons with new toys that your opponents have dropped. It's a good way to encourage players to try new things, and it keeps the feel of combat varied. One moment you might be using a super-powered super soaker as you shoot at bright yellow water warriors (from Matt's previously released E-rated shooter), while the next you could be firing a blaster at some attacking space marines. Hoarding a specific gun isn't going to serve you well here. An additional twist to the weaponry is the fire and ice buff mechanic that you can add to your shots. This allows you to add flame or freeze power to your ammo, effectively burning or immobilizing your targets.

You'll start to notice more of Wally's hacking as you progress deeper into the game. Some of it is basic stuff, like seeing the 2-D Nazi soldiers show up in the same level as the attacking space marines, but other bits are a little more involved. Inside a factory, we faced off against some generic opponents, only they didn't die the first time around. After getting shot, these guys would partially de-rez and then reform into an undead attacker. It's not exactly a new lease on "life," but it was effective.

Perhaps the biggest standout moment so far was our time fighting one of the bosses, Altos Tratus. Looking like someone who just walked out of a Final Fantasy title (complete with awesome hair and a huge sword), Altos is the stereotypical JRPG villain. He's long-winded, talks exclusively via text boxes (Matt has to press an oversized A button in-game in order to move on to the next box), and all of his attacks are turn-based. As a final touch, all four of his abilities are displayed on-screen with Japanese names.

Just because Altos is turn-based doesn't mean he's not a challenge, however. He cycles between aggressive attacks, some of which can level Matt almost immediately, and healing spells. In order to survive, you need to duck out of the way when Altos attacks and then be prepared to counterattack during the lull when he's waiting for his move timer to reset. As a counter to the healing spell, Matt can shoot the flying hearts out of the air before they reach Altos and restore his health.

Running interference on the ground are a few random grunts. They're relatively harmless, though they won't hesitate to pounce if Matt gets pinned down and is in a weakened state. Our first attempt at taking down Altos resulted in pure, unadulterated fail, but after giving it a second go and learning the timing of his patterns, we managed to take down the cocky bastard. If all of the boss fights are this satisfying, we're certainly looking forward to checking them out.

As a concept, Eat Lead: The Return of Matt Hazard could have easily become an over-the-top parody slapped onto a generic engine. Instead, D3 and Vicious Cycle appear to have taken the time to get things right and churned out a game that works on multiple levels. If you're an old-school gamer, there are countless jabs at classic titles, and if you're relatively new, you might not get all of the jokes, but you'll be able to enjoy the game. Matt's history may be fictional, but the fun we had tooling around with the preview build was very real. We're looking forward to seeing how his adventure ends.