F.E.A.R. 3 opens up not long after the previous game. After Alma's terrible rape of the protagonist Michael Becket, the ghost-girl is somehow pregnant with a creature that can tear apart the world by merely existing. The only hope to stop her birth lies in the Point Man, the unnamed protagonist of the original F.E.A.R and Alma's only living son. Things look poor for the Point Man until the arrival of Paxton Fettel, the villain of the first game and Alma's other son. He was shot in the head by the Point Man at the end of the first game, but that isn't enough to stop him, and he's returned as a powerful specter due to their "psychic link." Despite being shot in the head and all, Fettel doesn't hold a grudge against his brother and wants to work together to stop Alma, although Fettel seems to have more nefarious purposes in mind. The two brothers set off to find Alma and stop the birth before it ends the world.

F.E.A.R. 3's plot borders on incoherent. The characters don't seem to have reasonable reactions or motivations, and events occur for unknown reasons. A big part of the problem is the difference between Fettel and the Point Man. As inconsistent as he is, Fettel has motivations, reacts to situations, and generally emotes. The Point Man is an archetypical FPS protagonist, right down to not having a name and being mute. This stands out a lot worse than, say, Gordon Freeman because in F.E.A.R. 3, one player is mute and the other isn't. The dramatic difference between the two makes pretty much every cut scene feel disjointed. Is the Point Man reluctantly working with Fettel? Is he angry, happy, sad or guilty? I couldn't tell you. He's a stoic and stone-faced character who refuses to react, either with body language or words, to any situation. Instead of "mismatched characters," you play as a sociopath and wooden doll. The plot is hamstrung before it begins because it always feels unnatural and bizarre — and not in a good way.

One of F.E.A.R. 3's biggest problems is that it doesn't know if it wants to go full-on video game or continue the cinematic aspects of the first two titles. Compared to the prior F.E.A.R games, F.E.A.R. 3 has no interest in instilling fear or giving players any kind of immersion. F.E.A.R. 3 has fewer attempts to be scary than the action-packed Resident Evil 4, much less the previous games in the franchise.

Part of this is due to the co-op gameplay, which undercuts any attempt at fear. When one of your characters is a sociopathic, wise-cracking ghost who giggles as he makes people explode from within, it's kind of difficult to retain any sense of tension. There are a few "quiet" places and a few brief moments where things dart into the shadows ahead of you, but it's never scary or frightening in the slightest way. Many times, it's even comical.

The other problem is that, even if you ignore the lack of … well, fear, F.E.A.R. 3 shoves its video game aspects in your face at all times. Your characters now level up, and in each level, you gain experience through a series of challenges, which have wacky names like "Pitching a tent" or "Woah! I Know Kung Fu." You have to kill a certain number of enemies in a certain way, and you get experience and a score. You know you've completed a challenge because a big icon pops up to notify you, and at the end of the level, both players are scored, with the winner being deemed Alma's favored son for that stage. This also plays into other factors in the game, but it's impossible to avoid the arcade feeling. It's more akin to something like Sonic the Hedgehog than any of the previous F.E.A.R. titles.

On one hand, the challenges are pretty cool. They encourage some variety in play styles and do their best to make the players switch up what they do instead of sticking with tried-and-true methods. On the other hand, they seriously undermine the tone of the game. Even with the minimal horror aspects, it's difficult to take the game seriously when it constantly reminds you that it's a video game and you're just going for a high score. There's nothing wrong with a game based around a high score, but F.E.A.R. 3 puts a lot of effort into trying to make you care about the unintelligible story, including certain things that I can't mention for fear of spoilers. For fans of the F.E.A.R. lore, there's something unsatisfying about reaching the last boss fight and having an extremely dated Matrix joke crop up during what should be a dramatic sequence.

The single-player story casts you as the Point Man, and he's pretty much unchanged from the previous entries in the franchise. He's a generic FPS protagonist in that he can hold two guns at once, regenerate health when damaged, and duck behind cover. He is pretty agile, so he can perform melee attacks, slide kicks and jump kicks on enemies for massive damage. He also has a power bar that he can use to temporarily activate a slow-motion "bullet time" mode. This lets you more accurately target enemies or get out of the way of danger. It's a simple and straightforward play style that should be familiar to most F.E.A.R. fans. Perhaps the coolest feature is that the in-game cover system lets you lean around or over objects in a way that feels very natural.

It's a lot of fun to play as Fettel. Unlike the Point Man, he's a new experience even though he has many of the same abilities. By default, Fettel is in "ghost" form, but that doesn't mean he's incorporeal; he plays like a physical being, and he needs to dodge enemy attacks or risk getting killed. (Remember what I said about the plot not making sense?) In his ghost form, Fettel has a few special abilities. He can fire energy blasts from his hand at enemies and use his psychic powers to lift them and hold them in place. If he gets close, he can even make them explode into bloody giblets. In cooperative mode, he can use his psychic powers to project a shield around the Point Man to absorb damage and let the Point Man deal damage without fear of death. He can also use those powers to grab and throw grenades and explosive barrels at enemies.

The real fun comes when you possess an enemy. While the Point Man uses the special bar to fuel slow motion, Fettel uses it to possess enemies. Once you grab an enemy with psychic powers, you can control him. This gives Fettel access to all of their abilities, although his spirit bar drains somewhat rapidly as he controls them. When controlling a soldier, you play pretty much identically to the Point Man, but you can't use slow motion powers. You can control certain foes so you can access moves that the Point Man would never get. Take control of a cultist, and you get access to axes, crowbars and other melee weapons. They're not the most useful tools, but any port in a storm. Possession can end in a few ways. If the body dies, Fettel is returned to his normal form. You can also be kicked out of the body if you run out of possession energy, although killing enemies lets you replenish your energy. At any time, you can also choose to explode the enemy from within as a suicide attack. This lets you conserve possession energy and kill enemies at the same time. Figuring out who and where to possess is a big part of playing as Fettel.

A big complaint about the multiplayer gameplay is that Fettel and the Point Man aren't balanced. Aside from slow motion, Fettel has everything that the Point Man does, and he also gains benefits from slow motion when the Point Man uses it. Fettel also has a lot of abilities that the Point Man doesn't, is significantly more durable, can kill enemies faster and is generally far superior. Since both players are competing for points, it feels unfair that one Fettel has such a big advantage. Even during a sequence where the Point Man had a giant robot, I played as Fettel and got twice as many kills by simply charging forward, possessing and blasting everything in my path. When I was the Point Man, it was easy to get frustrated when my partner was an unkillable super ghost with the same guns and massive psychic powers to boot.

The level design is extremely linear, but not in a natural-feeling way. There are lots of areas with nearly identical doors where only one is unlocked, and you have to wander until you find the right one. The enemy ambushes are reasonably fun, although they start to get repetitive toward the end. The environments are just not very interesting. They're generic and boring, and I can't think of one that stood out in the pack. The fights in a ravaged suburban neighborhood are the closest, but even that's become a pretty traditional FPS standby. F.E.A.R. 2 had some pretty generic areas, but the standout levels were extremely memorable. There aren't any noteworthy set pieces in F.E.A.R. 3 except a mech sequence or two, and even those feel dull and heartless.

The biggest problem is with the boss fights, which are almost universally terrible. You encounter a few boss enemies from time to time, and each is dispatched too easily. Midway through the game, you encounter a phase commander, a giant armored and shielded enemy who can walk through walls. Defeating him was as simple as picking up a riot shield and pounding the melee button while he is incapable of damaging you enough to outpace the health regeneration. Later on, two phase commanders attack at once, and they fell in exactly the same way. An early boss is nothing but a stationary enemy with glowing weak points that you shoot while enemies charge at you. Even the last boss of the game feels like an afterthought instead of a dramatic culmination of the plot. Since these enemies represent the game's biggest moments, it's disappointing that they're actually the weakest.

With all these complaints, you'd think that I didn't like F.E.A.R. 3, but that isn't the case. It's a poor sequel, but it is a surprisingly fun co-op game. As long as you don't take things too seriously, it's solid arcade shooter, and there's a lot of variation in gameplay and style. The two dramatically opposed play styles allow for some viable tactics, and there's a lot of fun in tearing through Armacham's soldiers as a perfectly synchronized team. Many of the game's more frustrating problems, such as the bland level design or boring boss battles, stand out a lot less when you've got a friend along for the ride. It's clear the game was designed for co-op and plays best that way. Is it $60 worth of fun? The game is relatively short, and while it's designed to be replayed for a high score, it's tough to say if it has that much lasting value. You can finish the game in about six hours — even faster when two people team up to crush it — and the levels don't have much replay value. In the single-player campaign, you can choose to replay the stage as Fettel after finishing it as Point Man, but he isn't nearly as fun in single-player mode without Point Man.

F.E.A.R. 3 supports competitive multiplayer, and it's reasonably enjoyable. There are four modes: Contractions, F**king Run, Soul King and Soul Survivor. Contractions is the usual "Zombie mode" from games like Call of Duty. You and three other players are holed up in a structure and must defend it against increasingly difficult waves of enemies while repairing the walls and finding supplies. Soul King and Soul Survivor are both variations on a deathmatch mode.

F**king Run is a pretty unique cooperative mode. Four players must run through an enemy-inhabited area while a "Wall of Death" chases them for an instant kill. If they slow down, there's a good chance it will catch them. The goal is for all four soldiers to reach the other side of the map before the Wall consumes them. The catch is that all four must make it, so the party is only as fast as its slowest member, and you've got to work together to assure nobody gets left behind.

In Soul Survivor, one player is a spirit and the other three are survivors. The spirit can possess enemies who inhabit the stage and attack the survivors. His goal is to kill and "corrupt" them into spirits like him. The survivors have to try to stay alive; if they can't, the Last Man Standing has to try to escape. Soul King is like Soul Survivor, except everyone is a ghost. You possess enemies throughout the stage and try to kill enemies and each other for points.

The multiplayer is relatively solid and fun. Each of the four modes, aside from Contractions, is fairly unique and fun. There's not much in the way of progression or map variety, but the gameplay is solid and enjoyable. It was really tough to finish a match. In many games, if a single player or host dropped, the game was done, and it took me over an hour to find a game that I could play to completion. It's rather frustrating when the game stopped due to "host loss" when we still had three members going. Otherwise, the multiplayer is solid. It's not exceptional and probably won't hold your interest for too long, but it's a good addition to the gameplay and helps pad out the single-player experience. Be warned that two of the modes, Soul Survivor and F**king Run, are included only as a free download code with new copies of the game. Renting or buying used means you won't get these.

F.E.A.R. 3 is an unimpressive-looking game. The visuals are rather bland, and the art direction is a noticeable step backward from the prior game in the series. More annoyingly, the cut scenes don't appear to have been designed with two players in mind. Occasionally, the first-person view scenes would cut to just the Point Man's point-of-view, even when I was playing as Fettel.

The audio is good, though, and comes the closest to adding any atmosphere to the game. From the horrible screams of Alma's contractions to the terrifying rumble of the Wall of Death as it follows after you in F**king Run, the game does a solid job of providing tension through audio cues. I'm quite fond of the accuracy of the enemy voice clips because they made the enemies seem more realistic. They'll shout and call out to each other during battle, and it's pretty context-appropriate. When I ducked behind a counter in the cafeteria, one called out to his friends to let them know where I was, and then they began to flank me. One cut scene had Fettel staring at a wall while the Point Man teleported to another dimension for a short while.

F.E.A.R. 3 is likely to anger franchise fans because it's not really a satisfying end to the trilogy. It doesn't contain much of what people loved about the first few games. It makes token attempts to be scary, the plot is convoluted and feels like an afterthought, and the gameplay is more arcade than cinema. If you can overlook that, F.E.A.R. 3 is a surprisingly fun co-op arcade shooter. It's relatively light in tone and content, and there's not a lot of reason to play through the campaign more than once or twice, but it's a solid enough experience. The competitive multiplayer adds some extra value to the game with a few fun modes. F.E.A.R. 3 is a solid rental, as long as you have someone to play it with. Those who want to continue the F.E.A.R. story or want a solid single-player experience should look elsewhere. There's not enough here, even with two playable characters, to justify picking up the game.

Score: 7.0/10

Sanford May also contributed to this review.