First of all...apologies in advance for this long post. I was tossing up over an X3 and a SCXD but bought the X3. Both have good sounds and whilst the SCXD has great Fender tones that would naturally exceed the POD, the X3 has a whole swag of extra stuff (more amps, recording, sharing of tones, headphone option) to balance it out. Also there were no SCXDs in Aus (not even an ETA for 2010 after emailing Fender!) and the X3 was $350 off. So it made it an easy choice. Saying this I may still grab a SC sometime next year. Additionally I already had 2 400watt 15" active cabs so the POD was ultimately more flexible and way louder if I ever need to gig it. First of all, I've got to say that the X3 sounds really good. Not yeah it's ok kinda good but great...it really sounds great. Even my wife who normally doesn't really like loud guitar said, it sounds better than all of your other stuff...hmm even my Vox NT?? Yikes! I tested the X3 a while ago and just wasn't impressed in the store. Thinking that maybe there were other better units out there I then tested all of the competition in the consumer space apart from the 11 rack and Axe-Fx. Funnily, I came full circle, finding the POD just had more 'balance'. Ironically, whilst I wasn't happy initially, I spent time testing the competition, listening to sound clips, reading reviews and forum posts and just thought...even though I wasn't happy with it previously I'm going to just buy it (as I still liked my POD 1 I mean its got to be better than that!) and give it another go now I knew more. Glad I did! Possibly as owners say, the Tonelab has better crunch but the POD is really decent here (I dialed in really nice GnR and ACDC tones today) and I could barely tell any difference between the two. Plus the PODs metal tones kill the Tonelab IMHO. Also the RP. Whilst it's the main competitor to the X3, I personally didn't really like the high gain tones and found them both similar for clean/crunch sounds. I've used a POD 1.0 since it first came out in 98 so I'd like to think I am not a complete noob! So the first thing I did with ALL of the test subjects was strip off all the junk...EQ, effects, compression...etc etc... and just get straight to the core tones. IMHO the POD just had better amp/cab modeling and without any crutches sounds really good. I realise that compared to my tube amps, the X3 doesn't have any dynamics but it does pass the light picking/heavy picking breakup test...albeit with FAR less than flying colours. It's 'adequate' but not like an amp IMO. Once you trowel on compression and a stomp over a clean amp model, you IMHO loose alot of dynamics anyway so this isn't a deal breaker for alot of my playing. Compressed metal tones are fine IMO they sound really nice and savage through the PA. The reality of all this is I'm happy with the purchase and I can only imagine how good the Axe is...and how I'm going to enjoy the POD X5 when Axe level tech makes it to the masses. It sounds GREAT through a PA. I guess alot like a mic'd amp but without the setup. I also didn't realise how powerful the DSP of consumer modelers was! Axe FX: 3 GFLOPs of Tiger Sharc DSP POD X3: 1.6 - 2.4 GFLOPS of Sharc DSP (depending upon clock speed). Whilst it isn't an Ax-Fx, it shows the PODs not a toy and whilst they do get caned for not sounding just like an amp, I personally think alot of this angst just isn't warranted. Some amp models are better than others but theres a huge pallet of sounds to explore and I imagine I'll easily get a couple of dozen great amp tones from it (which is EASILY worth the price of admission in my book). It's also a tweakers paradise as well...for good or bad. Great for me anyway. I sat down today for 3 hours (it just 'went') and dialed in 15 amp sounds and they are mostly, really impressive. Through headphones they sound really good. Through the PA with some volume and pushing some air, it sounds great. I imagine many of the problems people get is running a modeler through a guitar cab. Too much colouration and the expectation of turning your Vox into a Dual Rec or your 'shreddermister 6000' into a sparkly Fender just seems like gleefully awaiting a world of disappointment. What do other POD, RP, Tonelab owners think about the current level of modelers 'sound'? I'm just talking 'tones' here. Not feel, dynamics etc as I know there is ground to make up here in the consumer space, but the bottom line sound it produces. Are others happy with their cheap pieces of amp wonder tech? I feel that amp modeling really has a place alongside tube amps and whilst tube amps are getting cheaper (low paid OS workers doing the heavy lifting - same deal with the modelers) and more portable (like the current batch of low watt heads etc), none offer the simplicity of headphone practice, multitudes of sounds, simple recording and the shear dB potential of live FRFR tube power amp/direct PA playing...for cheapo amp money. I am of course not completely delusional...a cranked tube amp (which I just can't enjoy very often - maybe every few weeks for 30 min) sounds wonderful and whilst they usually only produce a limited pallet of tones...they still rule the roost sound/dynamics wise.