When Kim Krogh, game director at Io Interactive, talks about Kane & Lynch 2, he uses the word "real" about six times in five minutes. The development team seems to have gone into the project with a sort of realism fetish, to the point where it took and studied films of downtown Shanghai, where the game is set, to try and figure out what makes something look real.

In the end, the answer seems to have to do with the quality of light. The first thing that jumps out about Kane & Lynch 2 is that it looks oddly grindhouse, like an old tape that's been played too many times. It's not a question of focus, exactly, but all sources of light have an odd reflected patina to them, like you've got a tear in your eye. That and Lynch's massive handlebar mustache make the game look like an old movie you're catching on late-night repeat.

In Kane & Lynch 2, you play as Lynch, who's gone to Shanghai for business and gotten in over his head. He made the mistake of calling in Kane first, for Kane's military expertise, but the job he's here to do went very bad. Now everyone in Shanghai, including what appears to be the entire police force, wants the two of them dead, and they don't care about inflicting collateral damage along the way.

The first game was from Kane's perspective, and Kane is an orderly creature. He makes plans and backup plans. Kane & Lynch often played like a mission from one of the later Hitman games after you screwed up on an epic, irrecoverable scale, with an emphasis on at least trying to pull off a smooth and intricate heist.

Kane & Lynch 2 is Lynch's show, and Lynch is a mad bastard with a talent for improvisation. He generally doesn't have a plan beyond how he's going to survive for the next 30 seconds, and that plan almost always involves shooting people.

The game has been overhauled to match this approach, with a greater emphasis on taking cover and greatly enhanced enemy AI. Lynch can do the usual stupid hard cover tricks we're all used to by now, but with greater speed and fluidity than many other games manage to pull off. You can attach yourself to walls, then either blind-fire with a low rate of success or pop up to get an enemy who's exposed himself. All the while, they'll be trying to flank or outmaneuver you, and they're surprisingly good at it.

Unfortunately for them, Lynch is wearing the thin white undershirt of Hephaestus (note: this is not true) and is almost immune to small-arms fire. If enough damage accrues in a short enough time to put him down, Lynch falls over and then immediately takes aim at the enemy who dropped him. This gives you a short window in which to both recover and kill the guy who nearly killed you, which means vengeance is built right into the game as a basic mechanic.

The game is bloody and uncompromising. You will kill innocent bystanders and small armies of police officers, including a memorable sequence where Lynch chops an office building to shreds with sustained fire from a helicopter-mounted machine gun. The environments are gritty back alleys and crowded side streets, and everything somehow seems permanently stained. If it had a little more brass in the soundtrack, it'd be the "Death Wish" sequel that never happened: a dispatch from a terrible place full of horrible people that serves chiefly to make you glad that you are not there.

Kane & Lynch 2 will ship with a variety of multiplayer modes, which weren't on display here at E3. Up to 12 people can screw each other over in an effort to escape with more money than anyone else, in modes including Undercover Cop (one player is attempting to sabotage the robbery, and any criminals he kills come back as more cops) and an odd sort of protect-the-VIP mission, where only players carrying more than a million dollars are visible. The rest of their team must protect them until they can escape. The revenge mechanic is also in play here, so you'll always know who killed you and you'll always have a shot at killing them right back.

I wasn't an enormous fan of the first Kane & Lynch. I didn't have a problem with it being relentlessly grim and unpleasant, but as I mentioned earlier, many of the fights felt like a botched mission in Hitman. You spent a lot of time fighting, using an engine that was designed to make fighting feel like it was some kind of penalty.

With this redesign, Kane & Lynch 2 turns it around and makes the gunfights intuitive and entertaining. While cover-based third-person shooters are extremely well-worn ground these days, the sheer dramatic weight of its story line and the washed-out quasar-ealism of its environment give it a unique look and sound. It really isn't much like the first game at all; for all intents and purposes, this is a brand-new game and should be approached as such.