I sold my Axe-Fx II last week. I never thought I would do that, actually. I was on the wait-list in 2011 only 2 hours after it was posted, and had the amazing privilege of hearing the modeling evolve over the years. Early on, the improvements were dramatic. These days, I can't say I am always even able to tell. As a testament to it's amazing tone and versatility, I have not owned a single piece of guitar related gear longer than I owned my Axe-Fx II. Prior to the II, I had tube combo amp with a midi-controlled effects rack. I had tried the Line 6 modeler stuff before, but found it lacking even through a tube power amp. The Axe-Fx II sounds incredible, and has many advantages over a tube rig. I love not having to worry about what exactly my tone is sounding like through the house, or having to turn my amp down to reduce stage volume, thus losing the ideal power tube saturation. I don't miss how directional a traditional guitar cab is either. I always hated having to stand just at the right spot to hear the amp's ideal tone. Also, my ears. I'm pretty sure my very minor tinnitus is the fault of loud tube amps. I don't notice it mostly, but man am I careful about loud noise these days. There's just no such thing as getting an ideal tube amp tone at a reasonable volume. Another win for the Axe-Fx. Anyway, I'm on the wait-list for the III (was on 3 hours after it posted). I really hope I'm not too far down the list, as I'm without a guitar rig at the moment.