Cruel Intentions 3 is much better than the 2nd. It can't, however, top the first one, but it does come close. The original Cruel Intentions will always be the best one. The second would have been better if the original cast was in it, and maybe if a majority of the lines weren't from the original. The third movie has definitely got an interesting new plot. The cast also works better together than in the second one. The actors fit with each other and have a good chemistry on screen. This one should have been the sequel to the original. It is worth seeing.