On New Year's Eve 1958 Hyman Roth not only celebrated his birthday, he also celebrated the successful expansion of the Corleone family, successfully lead by Don Michael Corleone for fifteen years now, into Cuba. But the celebrations did not last long when suddenly "la revolucion" started and all hell breaks loose. Michael and Hyman manage to escape with most of the other family members but Aldo Trapani (the main protagonist in The Godfather) gets killed - just in time for five new families to threaten the Corleone family's control over New York, Florida and Las Vegas. As one of Aldo Trapani's closest soldiers, the player jumps into the role of Dominic to help Michael and the Corleone family win the war as well as to build a family of his now.

Looking over Dominic's shoulder, the player moves freely through three cities depicting a New York, Florida and Cuba from the late '50s/early '60s traveling between them by airplane. Connected by the main storyline, the main goal of Dominic is to grow his family and destroy the other five families. This is done in two main steps: Taking over businesses and killing so-called "Made Man". Taking over a business is done the same way as in the predecessor: Enter the shop/joint/factory/construction site, fight through the enemy guards and find the person with the Godfather-sign over his head. That is the one the player needs to threaten until he gives up his resistance and pays his dues to Dominic from now on instead of the other family.

Each business owner has his own weak spot as well as a breaking point. A weak spot ranges from destroying inventory to punching him or her in the face, and gives a 25% bonus on the monetary outcome. But if the player pressures the owner to much, he either dies from the torture or reaches his breaking point. Then he gets aggressive, cannot be intimidated anymore and attacks without mercy. Is the intimidation successful however, the player gets a one-time cash advance and gains money from the joint every day. In addition there are several rackets combined in a crime ring. Once the player controls it, he immediately gains a bonus until he loses one of the rackets in the crime ring. This goes for his enemy as well. When the player takes over a business of a crime ring, the bonuses like bullet-proof vests for all family members or brass knuckles for higher melee damage are instantly removed. That's why the enemy families do not just sit by and let Dominic take their businesses one by one. So the player has to hire guards to protect the businesses. In case of an attack, he can also send one of his soldiers to help in the defense.

This soldier or so-called "Made Man", is initially discovered and invited by the player to join his family while hanging out at the various safe houses and rackets. Each of them has a specialization. While one might be good at planting bombs, the other is a safe cracker very useful to rob banks and loot all the various safes in the city to get an achievement. As the player progresses through the game, he cannot only hire more family members, but can also promote a few of his soldiers. This allows them to learn a second and even third profession on top of their initial one. It is also possible to upgrade certain skills like Survival (stay longer conscious once out of health) of a family member, in return for hard-earned cash. When a made man is downed by enemy fire, he does not immediately get transferred to the next hospital or police station. Instead there is a time window in which everyone can revive the other with a shot of adrenaline. If it's too late, the player respawns at the hospital/police station and loses some money while his made man is out of the picture for a certain amount of time. This is also true for the player if he has a medic on his team, otherwise he goes directly to jail or the hospital.

The amount of time it takes them to get back on your side can be reduced by using favors. Favors are handed out by random people with a sign over their head on the streets and by high-ranking officials. Both give the player a mission which can involve killing or beating someone up, blowing a business (even one of the player's) to hell or something similar. The difference is, that the favor of an official can be saved for later like immediately rebuilding a bombed business. Favors of random people instead come in the form of money rewards or kill conditions.

Kill conditions are needed to get an enemy made man. Just shooting them only puts them in the hospital. To take them permanently out the picture, the player needs to make an example of the man by fulfilling the kill condition. Shoving a made man from the roof of a building, putting a bullet between his eyes and such are examples for such kill conditions. Once all made men of a family have been eliminated forever, the player can deal the final blow to the rival family: killing their Don and blowing up their compound. All while dealing with the police that hunts you down just for forgetting to silence a witness of a crime.

The game also features a multiplayer mode that ties in with the single player campaign. Upon entering the multiplayer mode, the player chooses one of his family members he has hired in single-player and takes on his role. During his participation in the four game modes Team Deathmatch, Demolition Assault (blow up three objects in enemy territory), FireStarter (torch barrels, gas and propane tanks to rack up scoring multiplicators), Safecracker (bust a safe and hold the position for more points), the player then earns honor points for his family member. These are used in single player to buy a new weapon license for that soldier, which allows him to use the higher level weapons the player finds scattered around the city and can be handed to him.

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