Well, I received my little red HD3 today, and have been tooling around with it for a couple of hours now... all I can say is that I think I've finally found a player that I'm almost completely happy with, and its pros far outweigh its cons. Sound Quality: Fantastic, as with the HD5 that it has replaced. Now, I'm no expert... but I swear to god that the HD3 sounds better in terms of bass and midrange. Comparing the two using the fairly decent Sony 81LP earphones, there is definitely a difference between the two units... and it's in favor of the HD3. I didn't pick up an any additional hiss or background noise, which was something I was very fearful of. Thankfully, all was well... although I don't think that the 81LP's qualify as overly sensitive phones. Features: Same with the HD5... no frills, just simple navigation and options with which to customize the player. No playlist feature, which I don't care about but could be a deal breaker for some. The "Groups" feature seems fairly worthless, but I haven't really played with it much. One has to watch what's going on during file transfer, or the "Groups" feature can sometimes duplicate files and eat up valuable disk space. Performance: A bit slower starting up than the HD5, but still faster than the iPod. I did notice that the HD3 is faster when scrolling through long lists, and I haven't seen the "Access" screen pop up nearly as much. Build Quality and Asthetics: Hot design... why they deviated from it at all is completely beyond me. The red is especially striking, and really stand out in the crowd. I think it feels a bit lighter than the HD5, which is probably due to the weight distribution. The plastic on the top and bottom feels solid, and actually compliments the magnesium (I think that's what it's made out of, I could be wrong) that composes the main part of the case. It's awesome. Software: SonicStage 2.3 this time... still sucks, but it is FAR more stable on my machine than 3.1 is. My folders imported quickly, no crashes. All the files transferred to the player all at once, no crashes. Works for me. Kai Accessories: That crappy pouch again... what the hell is it with that thing? USB cable, AC Adapter, and a goofy looking clip adapter thing to use them with. Can't seem to understand why they didn't just go with a direct USB connection like with the HD5, but it's a minor annoyance. The clip does seem somewhat flimsy though, which could be a problem down the line.