Pros:
*Multiplayer.
*Decent sandbox.
*More variety over Crackdown 1 (enemies, weapons, orbs).
*Updated graphics/map/gameplay.
Cons:
*Story/interaction is limited. Your agency contact is the only constant person who talks to you, usually reminding you random crap like "You can't grab a driving orb without a vehicle" or "That peacekeeper had a family" and so on. There are Audio Logs you can hunt down like orbs to fill out the back story...
*Repetitive missions consisting of the following three objectives: assault and take bases from Cell, turn on absorption units, and activate/defend beacons to kill freak bases.
*While the map is updated, it still uses the original base map. It will invoke deja vu if you played the first, both for better and for worse.
*Gameplay (such as targeting, jumping and hanging) is still wonky at times.
*Agent upgrades are.. lacking. The unlocks are decent, but not as varied or as interesting as Prototype or InFamous. Given multiplayer, it would have been nice to see different "trees" or "builds" available; perhaps not for balance sake..
*Enemies scale, but only to a limited degree. Cell gets more powerful weapons and numbers, and freaks get abilities and numbers. No real bosses.
It was fun, but not worth keeping as I feel it won't hold well compared to these other sandbox games. I paid $40 (and got a $10 Amazon coupon), but felt it was better trading it for $35 to Gamestop for DQIX. I'll pick it up again in the $10-20 range. Unless you're really itching for the multiplayer, get the original for a fraction of the cost for the time being (or simply replay it).