We received an advance copy of the game, and our initial impressions of the single-player mode were favorable, if not entirely evangelistic. Once we were able to play online, though, Midtown Madness 3 demonstrated just how much fun lay waiting in its little green box. Even for offline gamers, Midtown Madness 3 holds dozens of hours of fun and some solid racing action, but with an impressive array of online options and one of the most well-planned lobbies around, Midtown Madness 3 is one of the most enjoyable and addictive Xbox Live titles to date.

The offline, single-player modes in Midtown Madness 3 are comprised of two "storylines" that take place in Paris and Washington, DC. These independent scenarios involve little more than running timed errands, and they serve primarily to familiarize you with the layout of each city before heading out for your multiplayer encounters. They do provide a good introductory to the "no-holds-barred," shortcut-friendly driving style you’ll need to use, though, and they compel you to become close pals with the map on your heads-up display.

Although the game includes more than 50 missions, all of which are grouped into common "careers" (pizza delivery, taxi driving, etc.), you’ll still only find about 15 hours of single-player-only gameplay. The missions really are that short, and you can only Cruise for so long. But that’s not to say every mission is easy or simple. Several, in fact, will have you playing over and over again to achieve their objective.

At the end of each career, you’ll unlock a new car to use in two-player multiplayer games. Ironically, though, when you hop online, every car in the game is available. In this sense the game is well-balanced from a competition standpoint, but it also means the single-player modes will probably have less interest for Live-subscribers than their offline counterparts. For those gamers who don’t have Live, though, playing through the single-player careers is imperative.

The brevity of these missions, as well as their private-eye and objective-based structure, is very reminiscent of Wreckless. Where Midtown Madness 3 beats Wreckless into the ground, though, is its inclusion of every gameplay element Xbox owners wanted from Activision’s game but didn’t get: more hours of overall gameplay (in spite of relatively shallow "plots" for each city), a free-roaming mode that allows you to drive around each city at your leisure, and online multiplayer action for up to eight gamers.

Also like Wreckless, the controls in Midtown Madness 3 are extremely easy to pick up. The right trigger hits the gas, the left trigger brakes, there’s a button for the emergency brake, and you can even honk your horn. Hardcore racing fans can choose manual transmission for better engine performance, but unlike other racing games such as MotoGP, where manual-transmission racers will smoke automatic-transmission drivers every time, the actual performance of automatic and manual are very similar and won’t guarantee victory to any specific racer.

Where you will notice a difference is in the handling and physics of the game’s 30 licensed cars. In a word, the physics in Midtown Madness 3 are awesome. For the first time outside a rally title, I actually felt like the cars had some weight, even the small Mini Cooper. After four or five city blocks, it becomes amazingly clear that each car’s rating for "Mass" actually means something. You’ll even notice that different driving surfaces reflect the physics, from cobblestone streets that rumble your control as well as your car to asphalt roads that provide nothing but smooth sailing.

From a handling standpoint, you’ll quickly find that driving the dump truck down the streets of Paris is an entirely different experience from screaming down the subways of DC in a Corvette. Unless, of course, you do considerable damage to your car, which affects the way it responds and accelerates. At that point, slow is slow, no matter what wheel you’re behind. The only disappointment I’ve found in handling is the Mustang, which has the expected speed and acceleration galore but not the mass you’d expect. As a result, it can drive a bit squirrelly at times.

It’s useful to experiment with multiple cars and find your favorites like this, though, because you’ll need to take into account their difference when going online or playing system-link games, which is where the fun really begins. The multiplayer modes in Midtown Madness 3 include Tag, Stayaway (where you want to be "it"), Hunter (chase other cars to make them Hunters like you) Capture the Gold (find the gold and deliver it to a depository) and Checkpoint (a standard race). These modes all generally follow the same basic model of "get tagged, drive like a bat out of hell and tag someone/something else," but they’re all well done and never feel derivative. Naturally, certain cars work better for certain scenarios, so your familiarity with them all will come in handy.

The only frustrating part of the online gameplay is what appears to be a lag-like (but not lag-related) bug of your objective suddenly hopping across the map. For example, while playing Capture the Gold, two of us were one block away from the "robber" who had the gold. All of the sudden, the objective marker on our map hopped to the opposite end of the city. As a result, several players on the other side of the city suddenly noticed the robber on their immediate radar. We originally dismissed this as lag, but the same thing occurred in multiple games and with several racers. If anything, the "teleporting" added to the frantic chases, but it was somewhat frustrating at the same time. It didn’t detract from the overall fun, but it’s still something we hope gets fixed.

As nice as the graphics are in Midtown Madness 3, don’t turn on the game expecting to see Project Gotham Racing 2 or, for that matter, even Project Gotham Racing. The car models for each licensed automobile are extremely accurate, but they’re not as reflective and don’t exhibit the same "polished" look as those in the Xbox launch title. Environmentally speaking, the cities are about on par with Project Gotham Racing, which is in fact the probable culprit behind the lack of overall polish.

You see, where Project Gotham Racing took place on "closed" courses, Midtown Madness 3 renders entire cities. Although several gamers from DC told us their digital city wasn’t as recognizable as the landmarks, the DC and Paris "courses" in Midtown Madness 3 are still multiple scale-miles in size. With this extra real estate, it makes sense that the graphics aren’t as polished; the engine has to consider thousands more graphical elements than Project Gotham’s did.

Aside from the lack of polish, the cars in Midtown Madness 3 look spot-on. Seriously. This is definitely not a case of "shiny, generic cars with different hood ornaments." The models are even complemented with elements like headlights that you can turn on and off, hoods and fenders that can break off after a hard collision and windshields that can crack after a sharp landing from a ramp-initiated jump.

The damage system in the environments is equally impressive, from road signs and pylons that crash down the street to sparks that fly when you take out a lamppost. You aren’t able to run down pedestrians, but if you want to do that, you should probably seek counseling anyway.

From a music standpoint, you’ll want to make use of the game’s custom-soundtrack support. Nothing against the existing soundtrack, but there are other things you’ll probably rather listen to. Like a ukulele being played with an electric eggbeater.

From a car standpoint, though, I was astounded at how differently the engines sound without stooping to the level of whine so often heard in racing games. The Mustang has a powerful roar, the Mini Cooper sounds sufficiently four-cylinder, and the semi truck emits the groan of a rig that couldn’t stop on a dime if its inanimate life depended on it. One of the best sound effects in the game, though, is the realistic Doppler effect of cars passing by you. Hook up your surround system, and it’s especially immersive.

Given the game’s focus on crashing into and ramming things, it’s refreshing that each collision sounds satisfyingly nasty. The pedestrians will even yell at you from the sidewalk when you do damage to their town, and their lines are surprisingly less repetitive than the voice acting in the single-player game, which can get tiresome.

For individual players, Midtown Madness 3’s inclusion of more than 50 missions, unlockable cars and unlockable paint schemes will keep obsessed gamers playing for a while. But it’s clear that the game’s multiplayer modes are clearly where the replayability lies.

For starters, the Live lobby is fantastic, and the race setup screen allows you to keep playing with the same people for hours on end without interruption. So many Live games have butchered their lobbies that you’ll be tempted to keep playing Midtown Madness 3 for its online setup alone. But then you’ve got a good variety of multiplayer modes to back that lobby up, which means you’ll find hours of fun regardless of the mode you choose to play.

Each mode is also customizable by the host, meaning you can setup sessions to only play with a specific car class (sports, heavy, sedan, etc.), in a specific area of town or with various other tweaks to the modes themselves. With this level of customization, as well as enjoyable game modes to begin with, the sky’s pretty much the limit with the replayability of Midtown Madness 3.

After playing Midtown Madness 3’s single-player mode at E3, I was left underwhelmed and apprehensive about its impending ship date. Having now played the final game, and having played it online, I now count myself among the converted. Midtown Madness 3 isn’t a flawless title. It still has a few bugs in the online department, and its single-player modes seem more like "training" for online play, which may hamper the game’s appeal to people who don’t have Live. True, it supports split-screen multiplayer, but Midtown Madness 3 clearly shines its brightest as an online title.

If you have Xbox Live, this is the new must-have title from Microsoft. Go. Run. Buy it now. If you don’t have Xbox Live, I’d suggest renting Midtown Madness 3 first, just to make sure there’s enough individual and split-screen play to justify your purchase.