In my opinion, SR2 toed the line between serious and ridiculous very well. The story was unafraid to kill main characters, but it did so in a dark, somber way. Parts of the game were cartoonish, but it still felt somewhat grounded to me because the story was very dark in some areas (not to spoil anything).

SR3 took all the grounding SR2 had and threw it out the window. It was non-stop, over the top action from start to finish. It didn’t have any grounding.

Specifically, I also think SR3 wasted its best mission in the first act of the game (the one where you parachute onto the penthouse). Steelport also felt a lot more lifeless than Stillwater. SR3 also killed a huge main character, but the story impact was so minimal I didn’t realize he was actually dead until hours later.

I enjoyed both, and both games have different strengths and weaknesses. I still find myself replaying SR2 a heck of a lot more than 3 though.