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I watched the first 2 Underworld movies on DVD and I must admit that while I enjoyed them a great deal I had to watch each one twice to catch all the plot twists. Even then there was some "history" behind those 2 stories that I did not fully understand.
Underworld: Rise of the Lycans does an excellent job of filling in the details and gives even more depth to some of the characters you meet in the first 2 movies - which I definitely plan to go back and watch again now!
Definitely and R movie though - very brief (but pretty explicit) sex scene and of course lots of gory killing plus some whipping scenes that are pretty graphic. The sex scene was not really necessary but the violence and gore pretty much fit the plot.