This must be a strange situation for Activision and RedOctane. Their Guitar Hero franchise has been a smash hit across the board, from the hardcore early adopters to the casual types who saw it at Best Buy and fell in love. But after two killer entries and one decidedly less spectacular pseudo-expansion pack, the honeymoon is over, and original developer Harmonix has joined forces with Activision's chief rival, Electronic Arts, to redefine our rhythm gaming expectations with Rock Band.

It's all anyone can talk about — even recently departed Xbox head honcho Peter Moore took center stage at Microsoft's E3 Media Briefing to play Rock Band in front of the press and viewers across the world. With what seems like the entire industry buzzing about this hot, young rock phenom, what's Activision to do with its (two-year-old) elder guitar sim?

Flood the E3 Media & Business Summit with demo units. Seriously, the game was everywhere! We had a chance to play Guitar Hero III: Legends of Rock in at least four distinct locations, and it wouldn't shock us if it had appeared elsewhere, as well. Activision had the game at its booth at Barker Hangar, as did Microsoft, and it also appeared twice at the Viceroy Hotel — first in Microsoft's Casual Gaming Lounge, and later at its Community Connection Celebration. So rather than stick around for an extended demo, we played it bit by bit over the course of the summit, getting a taste of several of the new songs, as well as a feel for the quirky new Battle Mode.

We first saw the game back in June at a pre-E3 event in Santa Monica, where Activision gave a hands-off demonstration, complete with rowdy intro (and outro) from Joel Jewett, president of Neversoft. With Harmonix out of the picture, how did the developer of the Tony Hawk's franchise find itself attached to Guitar Hero III? It's a surprisingly simple story — they were fans! After the original Guitar Hero was released, they would hold "Guitar Hero Fridays" at Neversoft HQ, drinking hard liquor and playing the game for hours. While it may have killed productivity at the time, it helped make them favorites when the job opened up. Jewett received the call from Activision and RedOctane, and the rest is history.

"There is a moral to this story," said Jewett. "And that is people who f***ing rock and drink Jack [Daniels] — good things will come to them."

Due perhaps to the change in developer, Guitar Hero III: Legends of Rock feels a bit incremental compared to Guitar Hero II. Certainly, there are additions to the formula, but we got the sense at the pre-E3 event that the biggest goal this time around was maintaining (replicating) the Guitar Hero formula, and luckily, that is the case. Aside from some visual tinkering, this is still the plastic guitar-strumming game we've grown to love over the last two years. And though additions like online play and Battle Mode are appreciated, it's hard to shake that feeling that Neversoft is playing it safe with Guitar Hero III.

Such perceived deficiencies seem less important, however, in the wake of Guitar Hero III's soundtrack, which even in a partial state looks to be wide-ranging and fantastic. Some 70 tracks are expected in the final release, but with just over two dozen revealed so far, many have already branded it the best soundtrack to date — including (expectedly) the Neversoft developers. Modern tastes will be sated with the likes of AFI, The Strokes, and Muse, whose epic "Knights of Cydonia" looks to be one of the more challenging mainstream tracks on the game disc.

Children of the '90s will appreciate the myriad alt-rock selections, including tracks from Weezer, Pearl Jam, Smashing Pumpkins, Red Hot Chili Peppers, and even the Beastie Boys. Many other tracks from prior decades will fill out the ranks, but the classic offerings look to contain several beloved gems, such as Foghat's "Slow Ride," Alice Cooper's "School's Out," and The Rolling Stones' "Paint it, Black." At the pre-E3 event, Neversoft reps told us that they dug out the original four-track tapes of "Paint it, Black" and separated the tracks manually because having the master track was so important to them. Now that's devotion.

And a trend, as more than half of the songs in Guitar Hero III are expected to be performed by the original artists, a total that eclipses the paltry offering of masters in Guitar Hero II. Of the 28 tracks revealed to date, 19 have been confirmed as master tracks, including all of the tracks from the last two decades. Additionally, three of the confirmed songs (The Strokes' "Reptilia," Mountain's "Mississippi Queen," and Black Sabbath's "Paranoid") will also be present in Rock Band. Fighting words or merely a coincidence?

The Career mode looks to have been fleshed out, as it will feature co-op support and will track the rise and fall of your band as you tour from venue to venue (of which there are at least eight new ones). Some tracks are expected to be exclusive to the co-op career, including "Sabotage" from the Beastie Boys. Online play, which was sorely missing from the Xbox 360 version of Guitar Hero II, will be available with both versus and co-op varieties, as well as the all-new Battle Mode.

Battle Mode finds its roots in a Dance Dance Revolution mode of the same name (seen in recent iterations like SuperNOVA and Universe), and can be played against others (online or local) or against the computer in the three included boss battles, one of which features Guns N' Roses and Velvet Revolver guitarist, Slash. In Battle Mode, players earn special attacks by correctly playing segments of the song in question. Once earned, players must simply turn the guitar vertical (as if they were activating the Star Power) to unleash an awesome attack on the opponent. The goal is to make the other player fail, but if it doesn't happen during the course of the song, a Sudden Death mode will kick in, which ... well, it just means that the song plays again. While chaotic and at times confusing, Battle Mode works better than expected, adding another option to the multiplayer offerings of the Guitar Hero franchise.

Seven attacks can be earned and utilized in the mode: Amp Overload (blurs and shakes the opponent's fret board), Broken String (disables a fret button until it is rapidly mashed), Difficulty Up (raises the difficulty of the notes; Medium to Hard, etc.), Double Notes (single notes become chords, chords earn an additional note), Lefty Flip (the fret button locations are reversed, with the green button on the far right and so forth), Steal Power (take your opponent's next attack), and Whammy Bar (all fret buttons are disabled until you mash on the whammy bar). Knowing which attack is lined up to fire next is likely something that comes with experience, as we were shooting off attacks randomly during play.

The glow has faded a bit, but that shouldn't take away from what Guitar Hero III: Legends of Rock is: a solo-busting sim with a killer soundtrack and the polished gameplay we've grown to adore over the last two years. It just so happens that there's another game out there with more to offer (and from the original Guitar Hero developer, no less), but that shouldn't stop Guitar Hero III from being a massive hit, albeit one that will be pretty comfortable for those accustomed to the series. Besides, Activision has said it will install more than 30,000 demo units (worldwide) at retail this fall, so if it's anything like E3, you won't be able to avoid it — even if you wanted to.