Licensed games are more likely to be duds than gems, and that is why Batman: Arkham Asylum was so surprising. Coming from the relatively unknown studio, Rocksteady, it not only turned out to be a good licensed game, but also one of the best games of 2009. The sequel, Batman: Arkham City, has to live up to a lot of expectations. It promised to be bigger and better than the first game, and that was difficult to imagine after the polished excellence of Batman: Arkham Asylum. Arkham City manages to surpass the original with flying colors. Even in a year full of amazing titles, Arkham City stands out as a high point.

Arkham City begins in the wake of the events of Arkham Asylum. After a brutal uprising, Gotham elected former Arkham warden (and secret supervillain) Quincy Sharpe as mayor. He and the evil Dr. Hugo Strange decide to wall off part of Gotham City into a superprison called Arkham City to house the nastiest villains, including the likes of The Joker, Mr. Freeze and Two-Face. The corrupt mayor and evil Dr. Strange have been using it as a personal prison camp. This comes to a head when Hugo Strange, aware of Bruce Wayne's identity as Batman, has him kidnapped and thrown into Arkham City. Batman has to find a way to escape before Dr. Strange implements the mysterious Protocol 10. If that weren't bad enough, the events of the previous game have left The Joker rather sickly, and the clown prince of crime had decided to go out with a bang.

The main story line starts and ends strongly, but it meanders near the middle. Several fun subplots make up for this, but it would've been nice if the main story were more focused. By making so much of the content optional, Arkham City loses some of Arkham Asylum's incredibly strong pacing. Fortunately, the game manages to remain interesting enough that you can quickly power through the meandering points. The ending is sure to be controversial, but it's interesting and unexpected enough to be very memorable. It's a game for Batman fans, with a lot of cameos and callbacks to older Batman narratives. The inclusion of biographies and text-based stories fleshes out the background for those who don't know the difference between Nightwing and Robin.

Most of the game takes place in the titular city, so you have a large city to explore instead of being confined to the narrow interiors of the asylum. The game is far more open than Arkham Asylum, and you can spend a lot of time traveling around the city and finding things to do. Batman gets around the city with his grappling hook and gilding cape, which do a great job of providing mobility. You never feel slow, and you're never forced to leave the rooftops if you'd rather not. Some of the Augmented Reality racing challenges were lackluster and out of place, but they're optional and rarely an issue.

Arkham City is a darn sight bigger than the asylum but tinier than anything in Prototype or Infamous. The city may not be huge, but it is dense and packed to the brim with things to do. There are hidden side-quests, Riddler puzzles, civilians to rescue, secret passages and Easter eggs littering the landscape. It can sometimes be difficult to advance the story simply because you're bombarded with other things to do. In one section, I tried to reach The Joker's hideout to get important information, but along the way, I encountered a murder victim in an alleyway, a hidden vigilante standing on a rooftop nearby, and I received a phone call from a murderer who threatened to kill his victims unless I played his game. This was within an hour of starting the game, and the side-quests only get denser from there.

One of the cooler improvements to the game is the Riddler's Trophies. In the original Arkham Asylum, the trophies were mostly collectible statues hidden behind walls or in vents. There is now more variety in where those trophies are hidden. Before you can access them, you may have to use your remote-controlled Batarang to hit a distant switch, figure out the pattern to a series of flashing lights or escape a deathtrap before the Riddler gasses you. There are even Saw-like sequences where you have to save victims from Riddler's traps. These sequences are a lot more fun than simply blowing up a wall and collecting a trophy. However, there are over 400 Riddler trophies, and you need to complete at least 400 to finish the Riddler side-quest. It can be overwhelming.

As tough as it is to believe, the combat system in Arkham City is a significant improvement upon the one in the original game. Batman has a ton of new moves, each with a distinct purpose. One neat change is that all of your gadgets have a "quick fire" mode, which allows them to be easily used during combat. It's not just for your Batclaw and Batarang, but explosive gel, stun guns and freeze grenades can also be flawlessly worked into combos. Batman also has a bunch of new physical moves. He can counter attacks from multiple enemies at once, throw objects back at the enemy, or dive off one stunned enemy and into another. My favorite is the new beat-down move, where Batman stuns an enemy with his cape and then hits him with a lengthy and brutal series of punches that come so quickly that it almost seems unfair to the poor crook.

The combat system really stands out when you get into large brawls and see where each of your moves comes into play. Like Arkham Asylum, you can turn each battle into a long, flowing and unstoppable combo where you move from enemy to enemy. You can use just about every gadget and item in your inventory to respond to enemy attacks. A big guy coming at you with a knife? You can freeze him solid with freeze grenades, dodge the slash with carefully timed button presses, counter his attack, break the knife by using a special takedown or just punch him before he gets to you. Each of these attacks is easy to pull off, incredibly satisfying and useful. One thing that really stands out about Arkham City is that there are no useless attacks. The original nine moves from Arkham Asylum had some overlap, so there usually wasn't a reason to use the Batclaw instead of the Batarang. Here, some moves are more useful than others, but none feel worthless.

The stealthy Predator sequences are mostly untouched, although they've seen a few improvements. There are a few more gadgets to use, so there are more options for taking down your foes. Some of the niftier gadgets are designed for the Predator segments. You can plant a Freeze Mine to stun enemies who walk by or use a gadget to disable an enemy's gun without them realizing it's happened.

The enemies in Arkham City are smarter. Hang out on ledges or gargoyles too often, for example, and enemies will shoot and destroy them. Try to spread out enemies, and one might take a hostage, forcing you to get into a risky position for a rescue. There are also enemies who counter specific abilities. One enemy type carries a Jammer Pack that disables your detective vision unless you take him out. Another can see in the dark and eliminates some of your ability to hide unless you go right for them.

One of the worst parts of the original Arkham Asylum was the boss fights. Aside from the Scarecrow segments, the fights were boring, repetitive or didn't suit the combat system. That's why it's so impressive that Arkham City has some exciting and engaging boss fights. They come in one of two flavors: combat or stealth. Combat sequences tend to involve fighting multiple enemies at once, with a special enemy mixed into the bunch. It's hard to discuss these without spoiling some awesome cameos, but the fights are very well constructed. In one, you fight an infinitely spawning swarm of enemies while keeping an eye out for a particular foe who you must attack before he can strike. The strongest fights are the stealth fights, where you're encouraged to sneak up on a boss and take him down. Unlike regular foes, you often have to take them down multiple times. The best boss fight in the game is against Mr. Freeze, who is too strong to take down in head-to-head combat. He adapts to any stealthy method you use to take him down, so you need to be sneaky in new ways each time you attack.

In addition to the main gameplay, each new copy of the game also includes a Catwoman DLC code, which adds a series of Catwoman adventures to the story. These interludes feel a tad forced. You can remove them from the story and wouldn't miss 'em, aside from a few characters (such as Poison Ivy) never appearing. Catwoman is similar to Batman, but in combat, she is significantly faster. Once you get a good combo going, she speeds across the stage in ways that makes Batman feel slow. She has fewer gadgets, but they're distinctive. Caltrops can be thrown to the ground to trip up enemies in a group, bola can be used to stun distant targets, and the whip can drag enemies off their feet or daze them for further attacks. Exploring the city as Catwoman is slower because she moves around using her whip, and her climbing ability involves a series of timed button presses. She can also climb certain walls and ceilings that are inaccessible to the Bat. It's fun to play a character who moves around in such a distinctive way. You probably won't miss the Catwoman DLC if you buy the game used, but it makes an excellent addition to the game.

There's a ton of content in Arkham City. In addition to the single-player game and Catwoman DLC, there are a bunch of optional challenge matches. As in Arkham Asylum, these matches allow you to challenge either combat or Predator sequences to get a high score. There are far more of them in this title, and there are more variations. You can even add special modifiers to the modes to make it harder or easier, such as removing counter indicators or making all your batarangs instantly KO an enemy. Finishing the game also unlocks a New Game + mode, which lets you keep all your gadgets but makes the game significantly harder by introducing tougher enemy configurations and new gimmicks to the boss battles. Playing through again on NG+ is completely worth it and adds a lot of content to the game. It'll probably take you about 8-10 hours to finish the main story, but there's enough extra stuff to keep you coming back.

Arkham City is a great-looking game. While it isn't that much different from Arkham Asylum, an immense amount of effort has obviously been spent in creating the large city. There are a plethora of tiny details that help the world feel alive. Some of the character models look a little ridiculous, but that is a side effect of trying to match the hyper-muscular comic book art style. The combat animations are amazingly smooth and fluid and have a weight that you're unlikely to see in any other game on the market. The Predator sequences are amazingly brutal in motion.

As expected, the sound effects and voice work in Arkham City are top-notch. Kevin Conroy and Mark Hamill once again return to play Batman and The Joker, respectively, and do their usual stellar job. Hamill has since announced that this will be his last outing as The Joker, and it is hard to imagine a better swansong for the voice actor than this game. Most of the other voice actors also do wonderful jobs. Nolan North's version of The Penguin is different from any other I've seen, but it's a true standout. My only complaint would be with Tara Strong's Harley Quinn. She is clearly trying to imitate Arleen Sorkin's voice but doing so with just enough of a difference that it is distracting. The soundtrack is appropriately moody and contains some rather good tunes.  

Batman: Arkham City is one of the best games I've ever played. It isn't perfect, but it's only kept away from perfection by a weak plot and a few nagging gameplay flaws. The gameplay is amazing, the city is a delight to explore, and the sheer amount of game content is somewhat staggering. If Arkham City isn't the game of the year, it is only because 2011 has been an unusually strong year for video games. It is one of the most fun, clever and enjoyable games I've ever played, and it far surpasses its excellent predecessor. Arkham City is a must-buy for anyone who remotely enjoys excellent combat or Metroid-style exploration — or both.

Score: 9.8/10

Editor's Note: We reported some PS3 launch issues with the Collectors' Edition of Batman: Arkham Asylum. Since the DLC code redemption is now functional, the remaining problems did not impact gameplay, and we scored the game accordingly.