Okay, first of all - Forza 3 takes quite a few hours to play. If you've played any of the previous games or the Gran Turismo games you'll know the routine, race, win money, buy cars, upgrade them, rinse and repeat.
Sounds pretty boring huh? Well, the racing itself is very good, the tracks are beautifully rendered and a pleasure to withhold, as are the cars. The cars also sustain visible car damage, which though rarely realistic looking - well illustrates the actual damage you've taken.
The AI of the other drivers is not outstanding, but is generally believable, and can make for some challenging races depending on your car choice. The other drives won't for example ram you if you are on the best line, and all that sort of thing.
The most enjoyable part of the process is the buying and upgrading of your cars, there is a huge choice of cars to begin with, and more and more are becoming available on XBOX Marketplace. There is a great deal of freedom in what you can do with them too. Engine and drive-train swaps are possible in most cars, I for example made a Punto Engined RWD Fiat 500 with race lightening and turbo'd up to the nines... The result was a car that had the same rating as a Ferrari 430, but was almost undriveable due to the short wheelbase, RWD and immense power without much grip.
That sounds bad, but in ways it is good, the tuning is an interesting side of it, because more isn't always more. Pushing a car so it just steps into the next class up can mean you have a vehicle that it is near impossible to win with. Maxing a classification, but with bad choices doesn't help either - you can't just bolt everything going on and hope it makes your car unbeatable.
Another great feature is the online, online races are great fun, and particularly the drifting, I made a 900 HP Mazda MX5 and spent hours of fun drifting around for points.
All this stuff has been done before, or if not very similar. There aren't really any amazing innovations in Forza 3, but it is a very polished game, with good racing and tuning physics and very pretty graphics. It's also a long campaign, if you want to buy and tune the most powerful and expensive cars you will have to put a lot of hours of racing in. You can sell cars you won, but the price you get for these is so pitiful it's rarely worth it unless you hate the car and don't want it showing in your garage.
All in all Forza 3 is an excellent title, and a huge leap from Forza 2 in every respect.