"Bigger. Better. And More Bad***." Last year that was the tagline Epic's Cliff Bleszinski used to describe Gears of War 2. This year, however, it may be an appropriate headline for the 2009 Electronic Entertainment Expo, which will host 40,000 attendees in early June. During the past two years, E3 has been a scaled-back affair, but this year's show promises huge surprises, breaking news, and a glimpse at all the big games coming out during the second half of 2009 - many of which still haven't been officially announced!

So what should you expect? Below you'll find my predictions for the big games and headlines that are likely to dominate the news in early June.

Expected this Fall, Halo 3: ODST is one of the key Xbox 360 games likely set for E3.

Sony will focus on first party titles like Uncharted 2.

What will Nintendo show at E3? Punch-Out!! will be in stores this month.

Microsoft and the Xbox 360
What exactly has Microsoft been doing for the past year? That's a good question, because the company behind the Xbox 360 has been virtually silent since E3 last year. There have been no recent game announcements besides Halo 3: ODST at Tokyo Game Show, and, if rumors are to be believed, Microsoft won't be saying anything about the future of the Xbox until their press briefing on June 1. It's no secret that Microsoft has been struggling to figure out the Xbox 360's identity in the market. It's selling better than the PS3, but the Wii is dominating at retail. At E3, you should look for Microsoft to cater to both hardcore fans and the mainstream, with rumors that we may see a new 3D motion-sensing Xbox 360 camera unveiled for the first time. I'd also expect an update on the future of Xbox Live and hopefully the ability to add more social networking features and a higher friend-limit cap.

But when it comes to games, what should you expect? Microsoft isn't commenting on any rumors and speculation, but it's a pretty good bet that you'll finally get to find out more about Halo 3: ODST, the Halo 3 expansion pack that was at one time rumored to feature only 3-5 hours of new gameplay. Instead of playing as Master Chief, you assume the role of the "Rookie," a UNSC Orbital Drop Shock Trooper who has to fight for survival in the city of New Mombasa, Kenya. Set between the events of Halo 2 and Halo 3, the game is supposed to be more open-world in nature and focus on cover and stealth as opposed to straight-ahead action. It's supposed to be out this fall.

In terms of other rumored games, Fable II designer Peter Molyneux has hinted that his next project may be unveiled at E3. The mysterious Alan Wake from Remedy, the creators of Max Payne, may finally re-emerge. And there are plenty of rumors about new games from Rare, such as a new Killer Instinct fighting game, a sequel to Crackdown, and the return of Splinter Cell Conviction - announced years ago as an Xbox 360 exclusive. I'm betting there are a few surprises in store for us as well. Microsoft has succeeded in bringing Grand Theft Auto and Final Fantasy to Xbox this generation, leaving Metal Gear Solid as the last third-party PlayStation exclusive franchise that has yet to appear on the 360.

Sony and PlayStation 3
Sony is setting expectations high for E3, with one executive claiming that this will be the biggest E3 in 11 years for the company behind PlayStation. That's a pretty high bar to meet, but Sony needs to impress - especially with the PS3's high price tag. The good news is that Sony has a tremendous lineup of first-party games in development. Look for the big focus to be on Uncharted 2, the sequel to PS3 action-adventure game starring Nathan Drake. I've seen this game in action and it looks phenomenal. Expect beautiful animation, plus the surprising addition of multiplayer and co-op. The historically-inspired plot centers around Marco Polo and his doomed voyage home from China in 1292. If that wasn't enough, expect more details on Ratchet & Clank: A Crack in Time; the 256-multiplayer action of M.A.G. (from the creators of SOCOM); a brand new demo of the much-anticipated God of War III (which may or may not come out this year); and other surprises. For instance, will David Jaffe's long-rumored new Twisted Metal for the PlayStation 3 finally make an appearance?

It's also widely expected that Sony will focus on reinvigorating the PSP handheld platform. Don't be surprised to see an updated PSP announced. It may allow for digital WiFi game downloads and feature a second analog stick - the most requested feature missing from the first PSP. To go along with that hardware, expect a slew of new PSP games including the already-announced LittleBigPlanet and a new Assassins Creed adventure.

Nintendo and the Wii
Last year, Nintendo upset loyalists by showing up to E3 with nothing more than Wii Music and Animal Crossing. This year, Nintendo of America president Reggie Fils-Aime told me that they are going to do a much better job at E3. What does that mean? Of course there's rampant speculation that Nintendo will reveal a new Mario or Zelda game for the Wii, and I'd say there are good odds one of those games will indeed be shown at E3. But the bigger question is what else Nintendo has in store, beyond Punch-Out!! which ships this month. Will we see a new peripheral device that could rival the success of Wii Fit? At the very least, there have been rumors of Wii Fit 2, which seems like a natural line extension. But the biggest news would be the revelation of an unexpected sequel, such as a new Donkey Kong or a new version of the flight sim game Pilotwings.

Of course, that's just a sampling of what to expect from the Big Three console companies at E3. You shouldn't forget the huge multiplatform games that will be at E3, including some of the biggest titles of the year like Modern Warfare 2, Assassins Creed 2, BioShock 2, The Beatles Rock Band, Mass Effect 2, and many others. Next month I'll be back with more details on E3 2009, and a look at the E3 games you'll definitely want to get in your GameQ early!