My reason for CoD2 instead of 3 is cost. I can get CoD2 for about 1/2 the price. I know there is a graphics upgrade in 3, but from the demo, the gamelpay in 2 seems great and I figure when the price of 3 comes down I'll pick it up. I just can't see paying $60 for most games (with GoW and anything Halo being the exception).