If Overwatch had a single-player story mode, it would be Agents of Mayhem. If a big-name developer devoted the time and energy to do a G.I. Joe game right, it would be Agents of Mayhem. If Crackdown had more personality and jokes about balls, it would be Agents of Mayhem. The Saints Row spin-off is a lot of things, and most of them are awesome.

Taking place on an alternate Earth created during one of the endings to Saints Row: Gat Out Of Hell, Agents of Mayhem is a free-roaming third-person action game that casts players as members of the Multinational Agency for Hunting Evil Masterminds (MAYHEM) as they seek to save the world from the vile forces of the League of Evil Gentlemen Intent on Obliterating Nations (LEGION).

A year prior to the events in the game, LEGION rose from the shadows to strike a single coordinated blow against every nation on the planet. Led by former LEGION Lieutenant Persephone Brimstone, MAYHEM was created as a force to fight for freedom, wherever there’s trouble. In this case, that’s Seoul, Korea, where the evil Doctor Babylon is hatching a nefarious scheme to destroy the world. Only the brave women and men of MAYHEM stand in the way of Earth’s destruction.

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If it sounds like the plot of a cartoon, that’s because it is the plot to a cartoon. Agents of Mayhem is laid out like a season of an animated series. Each of the game’s 19 story operations are an episode, with hand-drawn animations leading into and out of the action. It’s the perfect way to showcase the series of oddball villains the agents must tackle on their way to the big showdown with Doctor Babylon.

Adding to the G.I. Joe-ness of it all is the titular agents, a multicultural cast of characters each with their own distinct weapons, skills and personalities.

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As the game begins we meet action star turned MAYHEM PR guy Roderick “Hollywood” Stone, Colombian sky pirate Marina “Fortune” Santos and former naval petty office Ishmael “Hardtack” Funderburke. Hollywood’s got an assault rifle and a thing for pyrotechnics. Tech-expert Fortune wields dual energy pistols and a literally stunning drone companion named Glory. In his bio, Hardtack’s specialty is listed as “Badass Sailor,” and he has the harpoon and shotgun to back it up.

You won’t find “Badass Sailor” on those G.I. Joe file cards.

And that’s just the starting lineup. As players progress through the game, they take on agent operations in order to add new characters to the roster. Masamune “Oni” Senichi, one of my personal favorites, is a former Yakuza hitman whose fear aura helps him take on massive enemies using only a silenced pistol. Piper “Daisy” Andrews is a rockabilly roller derby girl with a foul mouth and an underslung mini-gun. My personal favorite, Scheherazade, is a mysterious ninja who prefers blades to bullets. I almost typed “Snake Eyes” there. She’s that cool.

Agent operations also help develop the backstory for the characters, often in clever and creative ways. Some are silly and a little racy, as expected from the makers of Saints Row. Daisy wakes up in a shipping container with a massive hangover and has to retrace her steps from the night before. Rabid soccer fan Red Card goes on a vehicle-fueled rampage to take out LEGION agents aiming to blow up the hotel housing his favorite team.

The sense of speed during turbo-boosted driving is pretty intense.

Others are poignant and powerful, as characters deal with the fallout of both LEGION’s ongoing attacks across the globe and their own decision to fall in with MAYHEM. One mission, narrated by a character’s young daughter, takes a particularly heart-wrenching turn. Another, in which a seemingly one-dimensional character deals with an estranged friend, left me feeling quite down at the end.

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These touching moments feel oddly out-of-place in a game where an entire mission takes place outside an observatory holding a special exhibit dedicated to Uranus, and a climactic boss fight is accompanied by an endless barrage of testicle puns. Out-of-place, but not unwelcome. For a game about military superheroes from the development studio that brought us the dildo bat, Agents of Mayhem’s humor and heart is much more refined than I expected. I like it.

Welcome to beautiful downtown Seoul. Try not to “accidentally” kill too many pedestrians.

But enough about who these characters are. Let’s talk about what they do. The action in Agents of Mayhem is a mixture of driving, shooting, hacking on, above and below the streets of Seoul, a city that blends advanced technology and traditional architecture in a style that wouldn’t be out of place in an Overwatch map.

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Speaking of Overwatch, each character has a basic attack, a special attack, a movement or stealth ability and a MAYHEM attack (aka ultimate) that can be triggered when charged. It’s essentially a single-player hero shooter.

Players assemble a team of three agents, sending them down to the LEGION-littered streets of Seoul to participate in what boils down to a blend of popular mechanics from other free-roaming games.

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We get the random crimes and doomsday weapons of The Amazing Spider-Man, the enemy base capturing of Far Cry, LEGION alert levels, which function a lot like wanted levels in Grand Theft Auto. We’ve got an entire city to explore on foot (triple jumping for the win) or in a series of futuristic wheeled vehicles, hunting for enhancement crystals and loot boxes, which feels as much like the engaging wandering of Crackdown as it sounds.

Combat isn’t so much run-and-gun as it is run-with-the-right-agent-for-the-situation-and-gun.

As is the case with many open-world games, the randomly-spawning challenges aren’t random enough. If you destroy one massive, city-destroying golem you’ve destroyed them all. Randomly-generated LEGION lairs all look the same, built from the same series of rooms arranged in different ways. Compared to some of the spectacular set pieces found in the game’s story operations, they’re downright drab.

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What makes the lack of challenge variety tolerable is the sheer joy of testing a team of three carefully-cultivated agents against those challenges.

Being able to switch between three different characters on the fly isn’t just about swapping weapons, though going from a sword to a silenced pistol to a minigun in rapid succession is a blast. It’s about choosing a trio of agents with attributes and squad abilities that complement each other. It’s about pairing Daisy’s “Lead Jammer” upgrade, which gives any squad she’s in extra health, with a character like Scheherazade the ninja, with high damage but low durability. And hey, that ninja grants the squad a chance for weapon attacks to cause damage over time. Combine that with Daisy’s minigun, and we’ve got serious ouchie potential.

Between special character-specific gadgets obtained through missions or in chests and LEGION tech, crafted items that add new affects to equipped gadgets, there’s a lot of room for players to tailor each agent to their play style. It’s a shame there’s no online multiplayer or cooperative play in order to show off those unique builds.

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The closest Agents of Mayhem comes to multiplayer is the contracts feature. Personal contracts are timed objectives that require player to perform certain actions, say defeat 50 LEGION forces with a specific character, with resource and cash rewards for completion. Global contracts, refreshed on a daily basis, are the same idea on a larger scale, with all players on a platform contributing towards the goal.

Headquarters is where agents can train, gear up, pick their rides, develop new technology and check their progress.

If anything, the contracts will be a good excuse for players to come back to the game and level up neglected agents once the credits roll. Playing at a modest difficulty level (there are 16 in all with increasing cash and experience point bonuses) it took me around 15 hours to make it to the end. With every story operation and agent operation completed, only three of my characters were at max level. Thankfully completing the game also unlocks the ability to replay missions, so I won’t have to rely solely on meeting quotas to beef up my agents.

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And I want to beef them up, every single one of them. I’ve grown attached to my dozen or so super-soldiers. I’ve read their files, scanned their psyche evals and in one unfortunate instance seen some early film work of which they are not proud. I’ve listened to them banter back and forth over MAYHEM comms about the sexability of frozen penises and the value of rap rock. I’ve pitted them against giant robots, spoiled pop stars and virtual constructs so hideous they have to be seen to be believed. We’re a family, or whatever kind of fucked-up family does all of those things.

Between Red Faction and Saints Row, I’ve come to expect certain things from Volition games. Over-the-top action, a bit (or a lot) of raunchy humor, getting stuck in a wall now and then—these are the hallmarks of a Volition game. Agents of Mayhem has those things, but it also has subtlety, nuance and emotional resonance. While the core game is focused on the battle between cartoonish forces of good and evil, in the quiet moments, as the ringing of explosions fades, Agents of Mayhem demonstrates real heart.

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After a particularly grueling base takeover mission, a character came on comms to ask Daisy a question. The gruff derby girl responds in her signature raucous fashion, but the facade fades as the other agent poses her worried query. She’s involved with another member of the team, and fears it might just be a battlefield romance.

“I’ve seen the way she looks at you when she thinks no one else is looking,” Daisy responds softly.

“She steals glances? I did not know that,” says the other agent, hope in her voice.

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The game is peppered with little exchanges like this, bits and pieces of emotion-laden dialogue delivered exquisitely by a spectacular voice cast. The agents of MAYHEM demonstrate preternatural ability on the battlefield, but outside of combat they’re just as vulnerable as everyone else.

Agents of Mayhem is many things, but mostly it’s what happens when the development studio responsible for one of the raunchiest game series dials back the dildos and gives its heroes a little more maturity and humanity.

It’s something special. Like Uranus.