I've been playing Nobilis since the 1st edition in the hoary days of yesteryear, and have a long time love of the game with a profound since of its limitations and difficulties.

Every edition of Nobilis has changed the look of the game, and every edition has made it more playable. The difference between first and second editions was massive and all positive. The difference between second and third is less huge, and more mixed.

In terms of the game aspects of Nobilis, Third Edition is almost entirely an improvement. There are better points of integration between levels of play, better balance between stats, a closer power gap between the "types" of the game (which means that its interesting to play across boundaries rather than flatly pointless), and a generally improved sense of "how this actually works as a game." There are new mechanics that help you actually move through a campaign, giving focus and common understanding, and all of them are vast improvements over second edition.

In terms of tone and look, however... I'm not going to say that the look of third edition is bad, but I will say that I hate it. Part of that hatred comes from a distaste for the anime-esque inspirations of the art, and part of it comes from the overly busy layout and occasional pieces of bad fan-art that fill the book.

Part of the issue is that the book clearly isn't targeted at me. Its a funny thing to realize that you're old and out dated, but looking at this book I realize that I am, and that its probably a smart choice to target an audience that's younger, hipper, and into the kind of bishonin-centric crap that I so loathe. There is a big demographic thats often untapped in RPG publishing that none the less role plays, especially online, and I think this book does a good job of marketing itself to those folks. I wish Eos luck getting into that market, but damn do I hate the way the book looks. ;)

My consolation is that I won't be playing the book, I'll be playing the game. And third edition as a game is a clear improvement over previous editions.