Better than the previous but not by a whole lot, realistically almost the same. Balls hard difficulty, amazing weapons, great enemies, great locales in fact I'll start off there. The locations in this game are all so mesmerizing to be in and look at. Both games have this eerie feeling when you're walking all alone with no enemies around and this game has that effect turned up to like 100, the atmosphere is very suffocating-ly abrasive when you're walking from one area to the next. I really do love the Serious Sam series cause it's gameplay is so identifiable with how hectic and difficult it is, while also being rewarding as shit. This game has better enemy placements and level designs that give you a fairer chance dealing with hordes of enemies, it's a very noticeable improvement that doesn't make the game "easier" rather just more manageable compared to the hectic nature of the first. It's funny as hell too, the First Encounter is kinda funny but this game got some laughs out of me which is kind of surprising. Overall, I still remember everything about this game which is crazy cause I've been playing this game for 7 years or so. Love it.