Arc System Works' Guilty Gear series is known for several things: heavy-metal inspired weirdness, beautiful graphics, and a supremely tuned, highly technical 2d fighting engine. The latest in the series, Guilty Gear X2 # Reload: The Midnight Carnival, continues the tradition splendidly on Xbox, and even brings the fight online for the first time, showing the world that 2d fighting still has some legs left in a world of polygons and bump-mapping.

For those unfamiliar with the series, Guilty Gear first appeared on the Playstation console in 1998, and turned a few heads with its high-resolution graphics and original character design. Since then, further iterations have appeared on most home consoles, and each subsequent release has featured new characters, new techniques, and tightened gameplay, resulting in an evolution of the series that Capcom and SNK spectacularly failed to achieve with their efforts. GGX2/RTMC is a game that never feels dated, and never looks old, despite being "just a 2D fighter."

The first thing a newcomer to Guilty Gear will notice is the graphics: high-resolution, stunning character models and colorful, beautifully drawn backgrounds combine with flashy special effects and fluid animation to make gamers weaned on the blocky, low-resolution sprites of the Street Fighter and King of Fighters series drool slightly and say, "wow…pretty." Perhaps followed by, "what is that thing, anyway?" Yes, the character design runs the gamut from simply weird to reality-distorting bizarre, and those characters have moves to match. During a typical game, your character may be swallowed by a whale, turned into a billiards ball, or smacked in the face by an opening door that just appeared out of nowhere. In fact, part of the appeal of Guilty Gear is the "I can't believe that just happened" aspect of the fighting. It's a rare and wonderful game that can make you laugh out loud at the thing that just killed you. The heavy-metal sensibility extends to the soundtrack as well, with crunchy, aggressive guitar riffs accompanying every punch, and an announcer that commands you to rock at the start of every round.

However, in order to rock in this arena, you're going to have to bring some skills. The Guilty Gear games have always been hardcore, and this one is no different. The variety of techniques can be daunting for even the seasoned Street Fighter veteran, and mastering them requires a great deal of practice. Dust attacks, Roman Cancels and Psych Bursts are just a few of the tactics available, and the result of the variety is a staggeringly deep fighting engine. There are just so many different things you can do in any given situation, and it keeps the game from getting stale. Hardcore fighting fans will enjoy the nuances that Roman Cancels, Dead Angle attacks, and Psych Bursts bring to the table, although it is quite possible to have a good time without knowing what any of those things are. The Instant Kill moves that the series is known for also make their return, and are incredibly satisfying to pull off, but difficult enough to land that they don't result in cheap victories. The "negative penalties" system decreases the tension gauge (read: super meter) if you play passively, which rewards aggressiveness and results in exciting bouts that are nearly as much fun to watch as they are to play.

Luckily, if you can't find any tough competition in your neck of the woods, you can go find some online, because GGX2/RTMC supports Xbox Live, and does so surprisingly well. While previous Live-enabled 2D fighters have suffered from lag issues making them virtually unplayable, the action is nearly flawless here. Voice chat is supported, and there are persistent win/loss records and online scoreboards, making this the first 2D fighter to really do online right.

So, with stunning graphics, deep gameplay, and online smoothness, all is good, right? Well, yes and no. The single major flaw evident while playing the game isn't, in fact, the game at all, but the platform it appears on. The Xbox controller simply doesn't lend itself well to 2D fighting games. The S controller is bad enough, but I weep for your soul if you're forced to play this game with one of those original, Wisconsin-sized Xbox controllers. However, this is a controller issue, and not a control issue, and replacing the controller with something more suited to the game erases the issue entirely. There are good arcade sticks available for the Xbox, or you can obtain an adapter to play with the far more 2D fighter-friendly PS2 controller. Either option is preferable to the Xbox controller, as it makes pulling off special moves much harder than it should be.

So, to sum up, the controller doesn't cut it, but the game more than does. Gorgeous visuals, superb control, and buttery animation make Guilty Gear X2 # Reload: The Midnight Carnival a winner. Guilty Gear fans should step right up, as should any Xbox-owning 2D fighting fan, particularly if they have Xbox Live. Casual gamers may have a good time, too, even if they never do figure out exactly what they're doing. This series has always been excellent, and until Guilty Gear Q7:\\Toaster_Rebellion.exe comes out, this is the best of the bunch.