Pros: graphics, new cars, online play
Cons: lack of 2 player in online, less realistic controls feeling

I have the last PGR on Xbox and this new one. This one had cooler cars, better graphics, and looks better in 2 player mode. The online racing is a lot of fun and fairly quick to arrange. The only bad thing is that 2 people cannot play on the same console when playing online. Given that and the fact that it is not a 4 player game anymore, this is really only a good buy if you don't mind not being able to play when your friends are over. I don't think the controls feel as realistic as the last game either. The vibrations are less realistic and slides are too easy.