Telltale Games surprised a lot of people with the announcement of Poker Night 2, a sequel to a niche game with quirky co-stars and lots of humor. This follow-up picks up where the original left off, and brings a host of new faces and catch phrases to the poker table. Though it isn't as robust or deep as some other poker video games, Poker Night 2 has an incredible amount of charm and wit to more than help it stand out from the crowd.

You've been invited to the Inventory, a warehouse in the middle of nowhere with a lot of mysterious rooms, and little of what looks like an actual inventory of anything. Once inside, you meet up with Brock Samson, former bodyguard to Dr. Venture and all-around bad-ass dude, who brings you to the heart of the Inventory: the poker room. There you're introduced to the rest of the players lucky enough to have been invited to the high-stakes table game: Borderlands' Claptrap, Army of Darkness' Ash Williams, and the canine gumshoe, Sam of Sam and Max fame. It's an eclectic menagerie of pop culture stars, and one that will certainly make every deal of the cards a memorable one.

Once the sardonic sociopath GLaDOS starts dealing, the action really begins. Poker Night 2 has a rather competent system when it comes to the two types of poker involved (Hold 'em varieties Texas and Omaha), but there are very few frills to either version. The core game itself is very straightforward and dry, but so is real Texas Hold 'em. Cards are dealt, you study your opponent's tells, and you wager accordingly based on what you're holding (or not), and whether or not anyone else at the table can outsmart you. It's all very serious. At least here in the Inventory, the other people at the table have a bit of a sense of humor and something interesting to say.

Each new game starts a new tournament, and all five players are present. You'll play until you either win or run out of money, and the same goes for your competition. Like real life, all the players have unique tells you can try to discover, but with each player having multiple variants that are both good and bad, it's tough to pin down how the AI is feeling about its cards. The computer is prone to fits of going "all-in" a bit too much, but for the most part does provide some challenge. Winning not only nets you more cash, but also tokens you can use to buy new decks, chips, and felts for the table. Activating all three of a particular set changes the whole Inventory to match the theme, and makes earning tokens worth the effort.

Poker Night 2 also offers mini-challenges called Bounties, which include objectives like going all-in and winning, or winning three hands in a row. Completing three Bounties over the course of a tournament (or two or three), opens up the ability to earn one of the other players' bounty items during the start of the next tournament. These unique items (the Necronomicon, Sam's banjo, etc.), are interesting trophies to add to your virtual collection, and on the Xbox 360 provide you with Avatar Awards. If you're having a bit of trouble beating other players, you can also try to get them drunk, which is supposed to make them more demonstrative. It doesn't work all that well. Since every drink costs 5 tokens to order, you're better off saving your winnings for the extras in the Unlockables menu.

The true draw of Poker Night 2 isn't just that it's a new poker game; it's the cast of outrageous and outspoken characters joining you at the table. Aside from Ash, every player is represented by the actual voice actor. Bruce Campbell is missed, but not so much that Ash becomes a distraction. Still, with five out of six actors reprising their roles, you can't really complain too much. Each co-star is captured perfectly, and plays and acts like they would in their respective mediums. Claptrap won't shut up. Brock is prone to fits of rage, and wisecracks about Rusty Venture. Sam waxes poetic. GLaDOS taunts everyone with her particular brand of cattiness. There are plenty of conversations that take place between the characters at the table, with the moods changing as the game progresses or when the venue is altered.

Unfortunately, dialogue starts repeating after just a few tournaments, even though new topics and one-liners are still being doled out many hours after your first hand. If only Claptrap's audio chip didn't get stuck so often, and Ash didn't constantly ask about Sam's DeSoto. Equally as strange are the random freezes that happen during a game. Every so often, the game will be brought to a standstill, only to resume a few lines of dialogue and bets later. You'll never get skipped in the betting, but for an otherwise polished game, frequent hiccups like this stand out. There are also some slight stalling issues caused by winning a hand before a full conversation plays out. It's almost as if the game needs a few seconds to organize all the dialogue, and ready the conversation to continue on the next hand. Again, it's not detrimental to the overall experience, but the longer you play, the more often it happens.

There are already more than a dozen different poker games on Xbox Live alone, but Poker Night 2 still has its own quirks and charms that make it a different and worthwhile experience. Of course, if you don't happen to like any of the characters starring in the game, there's little incentive for you to give this particular poker title a try. There are a decent amount of unlockables, plenty of humor, and the ease of entry makes even novices feel welcome. Poker Night 2 is a wonderfully geeky way to play poker, and one that lets you crack a smile without worrying about tipping your hand.

This review is based on a retail copy of Poker Night 2 for the Xbox 360.