I agree with 'Kishi. You get to play a totally customized game with like 77760 different ways to play the game (with class/character). Each character has a different plotline and their backgrounds are great. Overall, I find the characters much more developed, although there are a couple of them I don't particularly care for their main stories (Carlie and Lise particularly). The battle/skill/magic system was based directly off of SoM's with some enhancements, so yea I liked SD3 better, but SD2 was great too.