Agreed that the Axe FX has better sound/tone than anything out there. I've been using the VG-99 extensively over the last three years and to my ears there are only a few things that sound nice out of it. Yes, the very reason that I still have it is because I can either take the VG-99 or drag a half-dozen guitars to a gig. I use the DADGAD/Danelco for Kashmir, OpenG for the Stones etc. Nevertheless, the OpenG can't use the Mag Pup as you so correctly state, and the modeled guitar sounds horrible. Sure you can use *just* the mag pickups with the VG-99, but then you lose all the extraordinary functionality that you bought it for in the first place. I am genuinely glad that you are happy with the VG-99, it's features make it quite literally one of a kind, that's why I bought it, but I can't live with the tone quality. That's why I'm looking at the Axe and not something else. I even bought a Roland SonicCell (which sounds are fantastic) to pair with the VG-99, but the guitar-to-MIDI latency is so bad as to border on being fraudulent. I really don't want to go into a rant here - suffice to say we don't agree on the subject. The VG-99 held such promise when it was released, but alas, it never lived up to my expectations. I really appreciate these forums because of how much I can learn from everyone, sometimes even reevaluating my stance on something when the consensus is at odds with me. At the same time it is a comfort when I see posts like MesaGuitarGuy above who has used both the 11R and the Axe and can speak with first hand authority on the merits of each. It de-risks the roughly $3,000 investment I'm looking at making. Thanks all.