Dead Men had everything there but thanks to irritating controls and a terrible cover system it didn't quite make it.
I think this game could of been revolutionary for the 3rd person genre.
The level design was top notch, and each level was completely different than the last. You go from robbing a bank, to breaking people out of prison, to kidnapping a night club owner.
The characters are extremely interesting. The dialogue is very well written and shows you how sick some criminals can be.
The atmosphere was really what did it for me. Everything added to it. The conversations between Lynch and Kane were true to how criminals would talk, letting the profanities fly like nobody's business. The story is pretty good as well and is very intense, adding to this raw/gritty feel. The camera, especially when you were getting hit, moves around in a reckless manner (even more so in the sequel). There are tons of levels with civilians and sometimes you can't help but shoot them.
Now to the bad, the very bad.
The cover system is absolutely TERRIBLE. Pretty much when you stand by a wall or large object, your character should automatically go into cover, but a lot of times it just doesn't work. This is a huge flaw, cover is essential to survive in this game. I've had to repeat so many levels because the cover didn't catch and so Kane was just standing out in the open getting shot at. Now I'm a pretty patient person so I was able to work through this, but it is to say the least, very irritating.
Also, I think it get's a bit hard to give orders to your squad mates when you're squad gets to more than three people. Just a minor quirk for me since the companion AI is pretty good in this game.
I didn't get to try the multiplayer due to it being dead since 2008 (word on the street). And I haven't tried co-op, which I've only heard good things about. So there is more to this game than just the single player campaign.
Bottom line if you enjoy 3rd person shooters, and don't mind some annoyances in the controls environment, Kane and Lynch: Dead Men is a must play.