When THQ decided to shelve its UFC franchise last year to allow developers more time to improve the game, the move caught many by surprise. But having spent some quality time with "UFC Undisputed 3," I can safely say that it was the right move. With its enormous roster, more accessible control scheme and some additional tweaking to what was already a solid fight engine, "UFC Undisputed 3" is far and away the best game in the series.

The changes and improvements cover practically every facet of the game. First and foremost is the roster, which now includes fighters from the WEC promotion that was purchased by UFC last year. Guys like Urijah Faber, Jose Aldo and Mountain State native Brian Bowles join a list of fighters that approaches 150 in number. That list also includes a number fighters from the now defunct Pride promotion, names like Dan Severn, Bob Sapp and Sokoudjou.

Pride is represented by a separate mode that features a traditional ring instead of the UFC's Octagon, plus all the pomp and pageantry that the popular Japanese promotion was known for. Fights in Pride follow that group's unique rules and round structure, and Bas Rutten and Stephen Quadros call the action in lieu of Mike Goldberg and Joe Rogan. The only thing missing is the ability to make fights between guys on the UFC roster and their Pride counterparts.

While the deep roster and addition of Pride are two of the more obvious changes in "UFC Undisputed 3," the improvements to the actual gameplay are the most significant.

First, the submission system has been completely redesigned. No longer does attempting and defending submissions require frantically rotating the right analog stick. In its place is a mini-game that requires each player to move a colored bar around an octagon-shaped graphic in attempt to either avoid (if defending) or cover (if attacking) the other player's bar. The size of the bars and the speed at which they move are dependent upon a fighter's skill and fatigue level. This new system takes away much of the guesswork that accompanied the "shine" mechanic of previous UFC titles and leads to some hectic moments, especially in multiplayer matches.

In the grappling game, developer Yuke's went to great lengths to simplify a control scheme that was intimidating, to say the least. Players can now perform transitions by merely moving the right stick up or down instead of executing the half-circle motions of the past. The classic control scheme is still an option for series veterans, but the new options should make it much easier for newcomers to hold their own inside the Octagon.

Other notable additions to the core gameplay experience include the addition of leg kick TKOs, the ability to "finish the fight" and force the referee to step in once you knock your opponent down, and doctor stoppages. More subtle tweaks have been made to flash knockdowns and knockouts, which occur far less frequently. It is also much easier to survive being stunned and knocked down, especially early in a fight. In one particularly memorable bout I had, I got caught flush on the chin with a straight right hand in the opening seconds and had to immediately go on the defensive just to survive. But after my fighter regained his senses, I was able to push forward and eventually score a knockout of my own in the second round.

"UCF Undisputed 3" features a number of game modes, including a streamlined Career mode that puts the emphasis back on fighting and allows you to use either a created fighter or one of the superstars already on the roster. Fan-favorite modes like Create-an-Event and Title Defense return with only minor tweaks, but combined with the deep Career mode, a robust online mode featuring Fight Camps, and plenty of fighters to experiment with in exhibition bouts, there's no shortage of things to do here.

Visually, "UFC Undisputed 3" does a very good job of capturing both the look and movements of the actual fighters. The damage model is especially well done, with cuts looking appropriately nasty and swelling that gets progressively worse as the fight wears on. The damage isn't contained to the face, either - land enough kicks and punches to an opponent's midsection and you'll see his side turn from light pink to dark purple in no time. Thankfully THQ brought Rogan and Goldberg back to record fresh commentary during the extended development cycle and as a result, there is much less repetition during fights and even more fighter-specific commentary.

I'll admit I had more than a few reservations about THQ's decision to hold back on releasing a UFC game last year. But I'm pleased to say that it was time well spent. "UFC Undisputed 3" is a great representation of mixed-martial arts and a must-have for any true UFC fan.

"UFC Undisputed 3"

Developer: Yuke's

Publisher: THQ

Available for: Xbox 360, PlayStation 3 ($59.99)

Rating: T for teen

Score: 8.9/10