Man, another tough thread! I'm having a really hard time nailing down what makes me like UT3 so much. It's a lot of things, but the art direction, for me, is that makes the experience so enjoyable. I used to absolutely hate the clownish characters and voices of UT2, and the awful sounds for the weapons (pew! pew!). UT3 just gives the impression of unity and coherency, and that is what makes the rest of the great gameplay, vehicles, maps, weapons, and so on hold together so well.