I bought this today, and being a huge fan of the first, I must admit I'm a little disappointed. It's certainly a great game, but I don't think it quite measures up to the first. I have only played a few hours and am still trying to organize my thoughts, so my opinion may still change the more I play. The highway track is terrible. Tracks are laid out flat and next to each other, and just like Frequency the highway twists and turns through a trippy environment. To go from the last track to the first is nearly impossible, and its harder to judge the distance from one track to the next one you need to go to, which is indicated by an arrow. Powerups seem harder to see, even though they have beams of light form above highlighting them. The multiplier has turned into a score doubler, which doubles the point value of the measure. The score multiplier can now go up to 8x. The freestyler powerup now transports you to above the track, and seems harder to control and understand. Instead of picking the backround, each city, made up of two or three regular songs, a boss and a bonus song, has its own backround. On the last stage, lightning strikes in the backround whenever you hit a note, and seems more seizure inducing than anything from Frequency. The songs, which were what I was most worried about, are all playable, though I hate the songs by Quarashi and Slipknot. All music is in DPL II, and soudns great. The freqmaker is now a generic extreme sports create a player, which much less room for customization and creativity. One thing that was cool was that your now 3d freq plays the instrument of whatever track you are on in a window on the right side of the screen. Since I found it to get in the way of seeing tracks on the side, and it doesn't add anything to gameplay, I turned it off. Online play is improved greatly. There is now a 'Remix Repository' where you can download remixes which are all checked for quality. A ranking system and symbols for difficulty completed let you play opponents that match your skill level. Many people are reporting various bugs, but so far I haven't encountered any. Overall, I would still recommend it, but you should pick up Frequency first.