It's really mind-boggling to think about the IPs that are available to Disney. Even when it "just" had Disney's lineup of beloved characters under its, that included everyone from Mickey Mouse to Darkwing Duck. Add Marvel and Star Wars, and Disney has a lock on a huge portion of what kids (and adults) love. That makes Disney Infinity a difficult thing to match. The previous iteration combined Disney and Marvel to create one of the most ridiculous mash-ups on the market. Disney Infinity 3.0 adds the juggernaut of the Star Wars franchise to create a cross-over that would've seemed completely unthinkable even a few years ago.

The biggest new feature in Disney Infinity 3.0 is the inclusion of Star Wars levels. The intent is to have levels based on each of the "Star Wars" films as well as the "Clone Wars" television series. Combat is being revamped to be more fast-paced and action-packed. We were told that Ninja Theory, the developer of Heavenly Sword and DmC: Devil May Cry, was brought on to help adjust the combat. There's a lot of effort put into recapturing the feel of the "Star Wars" films in the game. There will be on-foot combat and vehicular combat. One demo had players taking control of a Snowspeeder on Hoth, re-creating the famous scenes where players tied up the legs of the AT-AT walkers. On-foot combat is similar to the previous version of the game, but the combat style is more fluid and has more options.

Players will be glad to hear that there are also fewer limitations in Disney Infinity 3.0 when compared to the previous games. Players can mix and match Star Wars characters in the various sets. The ability to use bonus characters will need to be unlocked, but significantly greater variety is available. If you want to use Darth Vader to take down the Imperial Forces, that is allowed. Likewise, you can bring Asoka, Anakin's apprentice from the "Clone Wars" series, to the original trilogy adventures. We're told that the intended launch lineup includes most of the most popular characters, ranging from Anakin and Luke to Han, Chewbacca and even Darth Vader. Boba Fett will be playable but will be exclusive to the PlayStation 4 release at launch. Unfortunately, we were told that C3-P0 and R2-D2 won't be playable, but they will be present in the game.

We only tried out a small portion, but the overall controls and gameplay feel significantly smoothed out. Flying controls in particular feel far less clunky than they did in Disney Infinity 2.0. One of the coolest additions to the game is sheer variety. The previous Disney Infinity, with its Marvel-themed gameplay, tended to revolve around New York City. It's a cool place to visit, but it's restrictive when you have an entire varied multiverse at your disposal. Since 3.0 shows off locations from all of the "Star Wars" films, it feels a lot more interesting and distinctive.

It isn't just "Star Wars" that gets new features, though. All of the gameplay is getting a tune-up. The biggest features we saw are two new Toybox games — Speedway and Takeover — that are being sold separately but look to be worth the price on their own. Speedway is effectively Disney Mario Kart. You pick your favorite character, stick him or her in a themed vehicle, and race around a series of Disney-themed tracks in an attempt to be the best. There are power-ups and bonus items aplenty, and you can even mix and match. The tracks we saw were themed around series like Aladdin, "Guardians of the Galaxy" and "Star Wars." A total of nine themed tracks are expected for the final game. Takedown is a similar concept, but rather than racing, it's an old-school beat-'em-up. Pick your favorite and go take down Syndrome and his evil forces before they can conquer the multiverse.

Both of these modes are accessible through the Disney Infinity 3.0 Toybox but are geared to be hand-crafted experience rather than the more customized but limited game modes that were found in the previous title. Of course, there will be more than just Star Wars themed playsets. We checked out the "Inside Out"-themed co-op mode, where two players can take control of various characters and use their special abilities to solve puzzles, but one can expect plenty of other Disney- and Marvel-themed adventures later this year.

Parents may be happy (or horrified) to know that the newest Disney Infinity line comes with a range of new figures from various franchises. "Star Wars" is the biggest of the lot. The initial release involves three sets: Rise of the Empire, Twilight of the Republic and a secret future set. (With a new film coming out, it isn't difficult to guess what it might be.) Those won't be the only toys out there. Both Marvel and Disney figures will also receive new additions. For example, Marvel will get figures based on recent films like "Age of Ultron," including Hulkbuster Iron Man and Ultron himself. Disney will get figures based on "Inside Out." The power-up chips will also return with one major change: no more blind bags. This is a great relief since the blind bag packing was one of our biggest complaints about the previous Infinity release. While vehicles will play a big part in 3.0, there will not be Skylanders Superchargers-style vehicles that must be purchased, so parents don't have to worry about that particular hurdle.

Disney Infinity 3.0 really sounds like the developers took the complaints about the series to heart. Rather than reinventing the wheel, the title seems focused on fixing fan concerns and complaints. Smoother combat, better vehicle controls, no more blind bags and a greater variety of gameplay all mean that Infinity 3.0 is a big step up from its solid predecessor. Add in the behemoth that is "Star Wars," and it's easy to imagine it'll be on a lot of wishlists this Christmas. Disney Infinity 3.0 hits this fall for both PlayStations, both Xboxes, the Wii U, PC and both major mobile platforms.