A little more than two weeks ago, Blizzard Entertainment announced that "Diablo III" was well into development. For the legions of fans who still play the classic RPG "Diablo II" eight years after its release, this was terrific if not entirely unexpected news.

The trouble with having such incredibly popular franchises as Blizzard has – "Diablo, "Warcraft" and "Starcraft" – is that those legions of fans usually just want more of what they already have.

Within a day of the first clips of footage being released, an online petition was started by fans disappointed that this unfinished sequel dared to ditch the murky grays, browns and greens of "Diablo II" in favor of visuals that look comparatively slick and modern.

As of this writing, the number of signatures on that petition stands at somewhere above 48,000. It's unlikely that this petition will influence such a huge property, but it illustrates a point: Even minor change is scary for many dedicated gamers. Some simply won't accept it.

When a fan community gets this riled up about a cosmetic update, one can only imagine the reaction to more substantial changes to the formula. In some ways, a company as large and successful as Blizzard (which recently merged with Activision) can become a prisoner of its own success.

Which brings us to "Depths of Peril." This is the first game from Soldak Entertainment, an independent company selling the title as a download through its Web site, www.soldak.com. The Windows version has been available for a while, and a Mac version was recently released.

Soldak doesn't have to stay within the bounds already established for a franchise, so it can do interesting things with the basic "Diablo" monsters-and-dungeons-and-loot formula – such as combine it with the careful diplomatic balance and ever-changing world of a strategy game like "Civilization."

It sounds like an unlikely mix, but in practice, it's a great fit and well-executed here.

Players create a character from one of four classes and take control of a Covenant in the barbarian city of Jorvik, a small outpost beset by a wide variety of beasts. Players can recruit several computer-controlled characters into their Covenant and can travel with any one of them while exploring the land.

The goal of the game is to defeat or ally with the other Covenants (there are at least three, and often more) and become the undisputed ruler of Jorvik.

While the basis of the game lies with undertaking quests, adventuring out into the randomly generated world to complete them, collecting treasure and useful items, and increasing a character's powers, the other Covenants are all doing the same thing.

Take too long to complete a quest and another Covenant will do so instead, gaining influence and the tax monies that go with it; allow a powerful monster to roam unchecked and it will gather a band of followers, making it harder to defeat.

While rival Covenants can be enemies, they also can be friends. The game features an extensive set of diplomacy options: Players can trade, negotiate and even form alliances with other Covenants. Or they can go to war, attempting to destroy the enemy Covenant's lifestone, a large gem that restores health, resurrects fallen Covenant members and is required for a Covenant's survival.

But this cuts both ways. Stand around doing nothing in "Diablo II," and the character's idle animation will loop until the end of time. Dawdle in "Depths of Peril" and another Covenant will notice how weak the player's group is and attack in force. Lose the lifestone and the game is over.

But all is not lost when this happens (and it will). If defeated, the player simply starts over in a new world with all items, equipment and companions intact. In fact, players can do this on purpose, and in doing so can make the game harder or easier, adjust rival Covenant strength and tweak a few other settings.

The graphics look solid, comparable to 2002's "Dungeon Siege." The random layouts of each area make sense and look natural, though the player's character can sometimes be hard to pick out when surrounded by brush or, worse, attacking enemies. The auto-targeting ways of many of the skills make this not much of a game-play issue, but it can be a little frustrating.

Quibbles aside, "Depths of Peril" could teach Blizzard a thing or two. There's nothing else like it.

Depths of Peril

3 1/2 stars

PUBLISHER: Soldak Entertainment

SYSTEM: PC and Mac

PRICE: $19.99 (download from www.soldak.com)

AGE RATING: Teen