Two Worlds, the 2007 Oblivion knock-off, was rubbish. James Seaman, managing director of US studio TopWare Interactive, has flown thousands of miles to tell us why Two Worlds II won't be.

It's a weird set-up: James isn't actually from Reality Pump, the Polish developer behind the original and its sequel. He's from TopWare Interactive, the small US studio that believes Two Worlds has the potential to be something great. To that end, they're lending Reality Pump a helping hand, taking charge of writing, voice over recording and pretty much project managing the entire show.

Two things jump out at us as we see the Xbox 360 version of the game in action. One) It looks a hell of a lot better than the original - and thank the fantasy lord it does! In terms of visuals, Two Worlds was the video game equivalent of that toilet from Trainspotting. With the sequel, however, Reality Pump is using the Grace engine, specifically designed to power the game, to craft the PC, 360 and PS3 versions simultaneously.

It's not jaw-dropping stuff, but there are moments that catch the eye. The player running into a hanging torch that then moves; the dynamic lighting casting creepy shadows along castle dungeon walls; the heat haze from a burning wreath; the smudged reflection of the player as he walks in front of an old mirror - it's all nice on the eyes, and, compared with the first game, looks generations ahead. "In Two Worlds one, and in a lot of RPGs, there's a lot of the same furniture in different rooms," James smirks. "We've tried to make every single room unique."

The second thing that jumps out at us is that most essential, but often overlooked, component of the RPG: words. One of the worst things about Two Worlds - and there were many - was the dialogue. "Verily", "forsooth" - words consigned to the vocabulary dustbin hundreds of years ago resurrected for use in a video game. It didn't work. It was embarrassing.

"We realised what happened in the first game and where we needed to go," James admits. "We were happy with the graphics being done on the Grace engine, but could never go down that road again where people in Poland were trying to write a worldwide game in English." Thankfully, what that means for players is, Two Worlds II makes sense.

Via a card-based magic system, there are

Our tour of Two Worlds II's fantasy-filled open world - sort of like a virtual sneak preview of a holiday abroad - takes in locales as exotic as medieval, Persian and oriental style cities, as well as dour swamp, beach and island areas. It's all suitably varied, and the open world vistas are great. Even the motion capture work - easily fluffed - looks top notch. Horseback riding - one of the first game's key components - returns, but this time it's is supported by some quality animations. Reality Pump and TopWare have drafted in the services of the same equestrian mo-cap studio (yes, that's right, a mo-cap studio dedicated to horses) used by Ubisoft for the Assassin's Creed games. You buy a set number of horses, apparently, and a set number of animations. Bizarre.

Also bizarre is the idea that sex scenes are mo-capped, but they are. "There's a sex scene in the game and two people acted that out," James says with a smile. "It's just the actual motions; them kissing and moving around. It's not full-blown, triple x or anything like that. There's a point where he [the player character] catches somebody - it's actually a quest - and you stop this guy - his wife's cheating on him. And she ends up dying, and you have a choice to kill him or not. And that's one of your light or dark choices."

So, like, they didn't mo-cap actual sex, right? "It's just the movements! There's no penetration or anything. It's just the movement." Phew.

Ahem. Enough of that. We should get back to the serious stuff, like combat, story, karma systems, and... you know, what serious fantasy RPG fans want to know [adjusts tie]. Two Worlds II is set five years after the events of the first game. The orc race has been all but made extinct by big bad evil guy Gandohar, and you, Antaloor's hero, are rotting in his jail. But there is hope. The five remaining orcs are desperately trying to bust you out of prison because they know the only way their race can return to its former glory is to have you stick the knife in Gandohar's black heart.

The game begins with this prison break, and at first it goes well, but soon enough things get bloody. Gandohar sends his right hand man, Sordahon, to sort the disturbance out. Cue a sword fight between Rogdor, the leader of the remaining orcs, and Gandohar's man, Sordahon. We won't spoil the details, but know this: it's an eye-catching cutscene packed with sword-swipes, blood and horrible demonic spellcasting.

James promises between 45 minutes and an hour of cutscene goodness, and between 15 and 20 minutes of CGI loveliness. It's all part of a concerted effort to tell a deeper story, packed with more backstory. Over the course of the game, you find out, for example, how Gandohar became the evil bastard he is today.

It's obvious Reality Pump has spent a great deal of time making sure this sequel is a much improved effort. It's bigger than the original (30 per cent bigger, to be exact, at 60 square kilometres), looks better, has a richer storyline (James estimates 25 hours for the main storyline, 40 to 50 if you take the effort to discover some hidden stuff, and 100 hours tops if you're an obsessive). We're about to put down our notepad and pen suitably satisfied when James stops us in our tracks: "...And that's before we've even talked about multiplayer."

Ah, multiplayer. Two Worlds' multiplayer was certainly ambitious, a weird kind of player versus player offering that came sprinkled with light MMO chocolate bits. But it failed to capture the imagination - it bored and frustrated in equal measure. Well, Two Worlds II's multiplayer is, once again, ambitious, but in ways that make you feel genuinely excited that it could be something special.

You can learn to play the guitar via a Guitar Hero-style mini-game. Really.

It's all down to the new RTS-esque Village Mode. In it, you build your very own city, which must be resource managed to craft powerful, PvP items and defended to keep your citizens from grizzly death. The game throws instanced quests at you, say, for example, orcs ransacking your city, that demand you team up with three friends via a Battle.net-esque lobby system to complete. If you don't bother to defend your city, your population will decrease, and your ability to pump out those shiny resources diminishes. It's like the love child of SimCity and World of Warcraft.

It's all about the loot, of course. Your city can create one distinct type of resource, such as leather armour, or steel swords, that kind of thing. There are armour sets and weapons only available through the Village Mode, the idea being that players will be enticed to trade with each other. "It makes an almost entire world happen," James says.

Your single-player and multiplayer characters are entirely independent of each other - a decision that initially gave us the fear, but it makes sense in context. Two Worlds II's co-op multiplayer feature is set during the gap between Two Worlds and its sequel - you can play as a female human or an orc - and is designed to lead right up to the beginning of the single-player game. You see Gandohar exterminate the orc race in glorious detail, and there are loads of pretty cutscenes to sit back and enjoy. It is entirely conceivable, then, that some fans will only play Two Worlds II's multiplayer, and never touch the single-player component, but Reality Pump hopes the story element will convince fans to check it out, even if it's just to see what happens next.

The game will come with seven co-op levels, each one different - some eight player co-op, some four. They work like instanced dungeons, and play like old-school dungeon crawling; if you get killed, you have to start all over again. James estimates it all adds up to an extra ten hours of gameplay. Already, Two Worlds II is bulging at its virtual seams.

And that's not all. James teases something he's not allowed to talk about yet: "We also have some fun stuff, that's just like, this out of this world shit, that makes it more MMO. It's just a little different. It's some unique ways to interact with other players, let's put it that way." Big words. We'll be watching with interest.

Two Worlds II's multiplayer has the potential to be something truly special

So, that, in a nutshell, is Two Worlds II - a game that's shaping up to be more than a mere improvement upon its predecessor. It's a genuine attempt to innovate in the traditionally single-player oriented western role-playing experience. Will Reality Pump - and TopWare Interactive - realise their ambitious plans? James is convinced.

"In the beginning we knew what we were up against. Two Worlds had some flaws. And we knew if we were going to do it again we had to do it right. We're taking it to everybody. We're going to show everybody the game. We're going to take it to all the game shows. We know we've got something to prove to people. I just know with the experience and what's being put into this game, we're going to be successful in what we're doing."

Two Worlds II is due out on PC, Xbox 360 and PS3 between July and September 2010.