Black Tiger is right, Down load 2 has much better parallax scrolling, one level has 4 over lapping scrolls, which are on top of a line scrolling desert, and behind all that you have clouds scrolling at a different speed than the mountains below, very similar to the 3rd level in Macross 2036, but not quite as good. I haven't played the first DL game in a long time, so going just by aesthetics alone, DownLoad 2 blows the 1st game away, better in game art/use of color, better animation etc.