I hated that magic in Fable was so dumbed down you were basically using different colored versions of the spells, and Fable 3 does a lot improve things like that. Magic and combat in general is a lot more complex and interesting that it was in Fable 2, and even the story is a big step up. The game still lacks everything that made Fable 1 perfect though, and if you're new to the series you're going to want to pick that up first of all. Fable 1 and Fable TLC (the lost chapters expansion pack) were perfect, still one of the best games of all time. Fable 2 doesn't do it justice, and Fable 3 may be a huge step towards the brilliance of Fable TLC, it still doesn't come close to being its equal.