My personal opinion going from a RS1 to the RS40/45 (they are basically the same machine as far as 2d performance to my eyes) is that 2d is a significant improvement/upgrade all things considered. There is no night/day improvement in any area in my opinion as far as PQ is concerned, but ALL areas are improved to some degree and when you add all those up, going to the 40/45 was a major upgrade for me. To summarize the improvements off the top of my head vs my RS1 going to the 40/45 -Sharper pic -brighter -noticeably better contrast -love the variable iris as you can customize your brightness much better vs the RS1 and also makes it easier to compensate for an aging lamp as you can open it up slowly over time.....LOVE this. Also, being able to clamp the iris down and maxing out the contrast (with my near max throw) is a PERFECT match for my HP 2.8 screen where I have plenty of brightness. The JVC/HP combo is a perfect match for this reason if you have the right setup/room for the HP. -3d, even though I am not happy with it......its there. -CMD........I absolutely love CMD mode 3 for all things animated. I dont like it for film based movies, but it takes animated movies to the next level....really wish this would have been available in 3d though! -Custom masking.......this is HUGE in my setup since I have my screen maxed out in conjunction with my speakers. I am using a 2.35 screen and like to fill it out when watching a 2.40 film which means a bit of overspill off the sides of the screen. Without masking, this overspill will just reflect off the sides of my speakers and catch your eye which is distracting, but with the custom masking, I can mask this and its no longer an issue. My one complaint about the custom masking that JVC has still not addressed in the new models from the sounds of it is there is not enough room to mask a variable aspect film for those like me who use the zoom method on a CIH screen when the frame opens to 1.78. I would have to think this would be an easy tweak, but maybe not? Really hope to see JVC incorporate this next year! -Motorized lens/optics. This was another significant improvement for me vs the RS1. I am running 4 subwoofers in a fairly small room which means a TON of LFE pressure. With my RS1/Z3/AE900, all of which used a manual lens, I had to pad up the lens so the LFE did not knock it out of whack which was an annoyance. The motorized lens is significantly more secure/stable and this problem is a thing of the past. The other huge improvement the motorized lens brought was that it made zooming in and out between 2.35 and 1.78 on my CIH screen MUCH, MUCH easier..........I cant tell you what a difference a motorized lens makes doing this drill! The lens memory took it a step further in the 45 and I love this feature (although the lens memory is not totally accurate, it gets you 95+% the way there each time with only a minor tweak needed to lens shift at times). Being able to stand with your nose at the screen to adjust sharpness not only is quicker vs the manual lens, but you can get it dead on accurate which is very hard to do standing at the projector with a manual lens. -Less fan noise vs the RS1. Subjectively I would say the RS40/45 in HIGH lamp mode is about the same volume as the RS1 in low lamp mode. The 45/40 in low lamp mode is noticeably more quiet vs the RS1 in low lamp mode. -Better overall motion even without using CMD. -Much more accurate color with the "Standard" color setting on the 40/45. The RS1 as you know is known for its oversat colors which cant be tamed without external means. Even though the 40/45 is still not perfect since there is no CMS, the "Standard" setting is MUCH close to Rec709 and just looks much better in general to my eyes. -Bright corners are not AS bad on the 40/45 vs the RS1. They are still there, but improvement has been made vs what my RS1 was showing here. Only area the 40/45 STILL did not improve over the RS1 (and might have actually taken a step back? Cant remember what the RS1 clocked in at) in which you are not concerned with is gaming lag. 80ms on the JVCs is MUCH to high for gamers and I would love to see this improved at some point (hopefully this year and we will know soon enough when Zombie gets his hands on one). That is just off the top of my head and I might have missed something. When you add all these things up, the RS1 to RS40/45 was a major upgrade IMO. I would also like to say (I know this does not apply to you Luggage since 3d is not a concern) that I really enjoyed the 3d on the 40 when I first got it. This was my first 3d display and it was exciting! The problem is the more you watch and the more experience you get with other 3d displays (especially DLP!) the more you see the true warts of JVCs implementation and how ghosting/flicker significantly impact and drag down the overall experience. Ghosting/flicker have over time killed the 3d experience for me on the JVCs to the point that I dont watch it anymore on my 45, and I am not alone in this if you read through the owners threads at AVS in particular. I really hope JVC has made some MAJOR improvements here this year!