You also play as Tails and Knuckles, fun levels, alternate paths depending on which character you're playing as, new powerups, awesome music, re-playability, you get to play as Knuckles in Sonic 2 when you place the Sonic 2 cartridge on the S&K cartridge, etc.
It's also one my favorite childhood games. Sonic 2 was my first Sonic game & it was my favorite as well, but when Sonic 3K came out, it also became my favorite.
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