A particular higher-derivative extension of the Einstein-Hilbert action in three spacetime dimensions is shown to be equivalent at the linearized level to the (unitary) Pauli-Fierz action for a massive spin-2 field. A more general model, which also includes `topologically-massive' gravity as a special case, propagates the two spin 2 helicity states with different masses. We discuss the extension to massive $\cal N$-extended supergravity, and we present a `cosmological' extension that admits an anti-de Sitter vacuum.