The main player has left Rockport, and is heading to Palmont, once again in his BMW M3 GTR. Sgt. Cross, however, is not far behind you. Sgt. Cross is now a bounty hunter. He chases you down a valley, and totals your ride. Darius rolls onto the scene, and busts you out of Cross's clutches. To repay Darius, you must, again, get a new ride. This time, instead of going through a Blacklist, you must take over regions. Complete races, and get the attention of the gang leaders that own the territories. Beat them all. The graphics are improved in Carbon, and there are new rides, and you can customize them better. There's also "crew." This time, you don't do races alone, you'll have a wingman. And, as always, there'll be cop chases. The game crashes a lot on the PC version, but it's still an awesome game.