The one thing Civ3 has above most other civilization-esque games is the improved AI. In Civ2 you could beat the AI while blind folded, in SMAC/X it was pretty much just as easy. Theres much more then that of course, but thats the biggest difference i'd say. As for the price, you don't have to get PtW just yet. Especially if you think Civ3 is just the same as Civ2, i'd buy Civ3 and try it first. If you like it you'll probably be more then happy to shell out 30$ more for PtW, if not then just take it back. And oh yeah, the next person I hear mention a lame file sharing proggy as a source for warez is going to get killed.