The best replacement for unreal engine 3 is udk.

The best alternatives to unreal engine 3 are rated as following:
★★★★★  udk
★★★★  cryengine 3
★★★  unity 3d
★★  cryengine 2
★★  frostbite 2
★★  id tech 5
★  id tech 4
  cry engine 3
  cry engine 2

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unreal engine 3
udk
cryengine 3