"White-knuckle" doesn't begin to describe it. Throw in "eyes-dry-because-I-can't-blink" and "why-does-my-stomach-hurt? (oh-it's-because-I've-been-forgetting-to-breathe)." Maybe "drunk-on-sheer-velocity-so-keep-me-away-from-a-real-car-for-a-while," too. Midnight Club: Los Angeles is that kind of racing game, played through shuffling city traffic, where a split second or a misjudged millimeter will blow the race. Move over, Burnout Paradise. The definitive open-city city-racing game has returned, and it wants its crown back.

Where it's rush hour 24/7

Midnight Club has always been about racing in a city, and therefore navigating traffic. The normal cars on the street are just as much a factor as the other racers, your top speed and that hard right coming up in two blocks. Whether you're on the freeway, downtown, in Brentwood or winding your way through the Hollywood Hills, half the battle is getting around the pokey traffic. For the most part, you'll be okay if you stay in the left lane. Too bad that's not always the fastest way to get from point A to point B.

The other half of the battle is finding your way around the city. It's a true delight how Midnight Club: Los Angeles doesn't rely on constantly checking a mini-map to see where you need to go. It's there, as is an excellent full-screen HUD map and an even more excellent pause map. But this game is clearly built so that you can keep your eyes on the road, where they belong. Every race is played in an entirely open city, and the courses aren't afraid to run you from one side to the other, sometimes with tortuous twists along the way. But in all cases, bright smoke flares lead the way. It takes a small leap of faith to stop checking the map, but it's well worth the payoff: You are completely in the game world, able to react organically to the traffic, to detours and to what the other cars are doing. In fact, this is one of the few racing games in which every view is useful. I can't decide whether I prefer the static third-person view (Convenient!), the action view that slews around with the G-forces (Thrilling!), the in-car cockpit view (Immersive!) or the unobstructed bumper cam (Too immersive; I'm gonna barf!).

Thanks to the drafting, tailgating is one of the best ways to get ahead.

The final half of the battle -- these races are 50 percent better than most races! -- is the cars. There isn't any egregious rubber-banding going on here (rubber-banding is where the cars in the lead are slowed down, and the cars in the rear are sped up, effectively scripting closer races by redistributing the wealth of velocity). There's a subtle rubber-banding effect from the way drafting works. By slipstreaming behind another racer, cars earn a free turbo boost. This introduces a mild Mario Kart dynamic that slightly favors the guy who's behind, but it's not an under-the-hood cheat. The artificial intelligence cars are good, and they occasionally mess up, but your wins are hard-won and your defeats are usually a matter of some mistake you made. The races are color-coded, so it's fairly easy to make the game as challenging or easy as you want. And since you're still earning money and reputation when you lose, you're never just spinning your wheels.

A car for all seasons

And now for something completely different: Try the motorcycles.

There's a weighty driving model at work here, which is a welcome change of pace from the Burnout style of making every vehicle a simple rocket. It's a real delight to feel the difference among cars, particularly cars from different classes. The two main classes are nimble tuner cars and brute-power muscle cars. There are also high-end exotic cars and motorcycles, for something completely different. The trucks from the previous Midnight Club are gone, but luxury automobiles seem to fill their role nicely, plowing through traffic with near impunity. Who'd have thought the most expensive cars would be the ones you could drive the sloppiest?

The customization is even more ambitious this time, rivaling what Microsoft has done with its Forza games. There's even a rating system that lets other players rate your car design, although this seems mostly an incentive to get people to register for Rockstar's Web site. The car upgrades are annoyingly vague, but they're an important money sink, along with buying new cars. For all the breadth of activities that earn money, it'll be a while before you feel like you have enough.

Tuners for fine control

Any car can be fitted with one of the game's four special powers. The last game assigned powers to specific types of cars, but now you can equip any car with any single power, and each one has to be leveled up before you can store more than one shot. Hello, simple role-playing stylings! You can work some real magic with Agro (invulnerability), Zone (Bullet Time and super-traction), Roar (scatter traffic, which will often mess up the other drivers) and EMP (shut down nearby engines for a short time). If you thought the nitro boosts were helpful, wait until you see what a difference a full rack of EMP bursts will make on the home stretch.

L.A. Story

The game introduces a protagonist just in from the East Coast who sounds like Mark Wahlberg about to talk to a donkey, but the real star here is Los Angeles itself. It's not quite as evocative as Rockstar's love letter to New York in Grand Theft Auto IV's Liberty City. That's partly because you tend to tear through it at high speed and partly because of Los Angeles' inherent soullessness. Still, the Rockstar studio in San Diego has done an admirable job of capturing the look of driving west along Ventura during a sunset, navigating the roads snaking through the hills on the way to the Valley, or cruising the low-slung splashes of color along Sunset and seeing the iconic Hollywood sign hovering in the hills. They get the palm trees, the weird cheer along the Santa Monica coast, the wider streets in the Valley, the stars in the sidewalk outside Mann's Chinese Theater, and what a pain it is to get to a freeway from Hollywood.

A city this nice is more than just background.

For a racing game in which you never get out of the car, this Los Angeles is surprisingly alive. Some of the same tech that breathed life into Liberty City is in evidence here. There are pedestrians everywhere, dense clots of traffic and details galore. As you check your map, or start races, the camera swooshes around to clearly indicate the relationship of different places to each other. This Midnight Club believes in geography, because it's part of how you race. You know you're learning the city when you take an alternate route that takes you through a gas station where you can refill your nitro boosts. No area here feels like generic EveryCity, USA. There are even roving police cars that will try to pull you over if they see you speed or run a red light. Later in the game, they'll try to bust up races, and even after the race is over, you'll have to elude them. These touches make this Los Angeles feel more like an actual place than a mere race track. And this is one of those rare games where I welcome in-game advertising. Oh, thank heaven for 7-Eleven, Best Buy, Sears and Pizza Hut.

To-do list included

In this city, there is no shortage of things to do, and most of them are arranged in a checklist of missions that progress as you earn reputation. It's also worth noting that here is finally a third-party game that ships with Trophies for the PlayStation 3, which just gives you even more to do. Choose among dynamically generated freeway races, time trials in powerful cars you haven't unlocked yet, demolition missions or tournaments composed of multiple races. Accept one-off challenges from other characters, work your way through various goals for each of the game's courses, or just set up an arcade challenge -- your choice. The multiplayer takes a cue from Burnout: Paradise. You can seamlessly host or join a multiplayer instance of the city in which drivers can set up races of their choosing (in fact, there is no main menu in this game; you set everything up using the T-Mobile-branded cell phone from inside your car). In this case, Los Angeles is both the lobby and the arena.

Muscle cars for brute power

The multiplayer includes Midnight Club's breadth of game types, from various race layouts (you can even make your own) to team capture-the-flag battles to keep-away challenges. All of these can be punched up with power-ups that make this unlike any other racing game. Slam on the other guy's brakes for him, freeze him in a giant ice cube, reverse his steering, or just mess up his view. Unfortunately, unless you specifically set up a race to limit car types, it looks like players will always use the best car they've unlocked. It's not very sporting for folks with Lamborghinis to go up against Ford Focuses and Volkswagen Golfs, but that's what seems to be happening during the first few days of the game's release.

Consider it a further incentive to work your way through the single-player mode to get the better cars. Not that you'll need much incentive beyond the game itself. This is easily the best city-racing game you can play right now, and a must-have for anyone who likes racing, driving games, open-world cities or great graphics. Just remember to breathe occasionally.

This review is based on a retail copy of the game provided by the publisher.