I have a mostly love but a little hate for my RAT 2 pedal. I love what it does but it has always left me a little frustrated but I could never find anything to replace it with....until now.... Enter...Little Bear R.Attack RT-2 It out-rated my rat. Why? #1) The Filter - My Proco's filter was always really touchy. It could go from a can of bees to a wet blanket with just the smallest amount of movement. I would find myself keeping it somewhere between 1:30 and 3:00 depending on the day and going anywhere outside of that range would result in a horrible tone. Especially on the high end side of the range. The R.Attack's filter is usable for far more of it's range without ever getting into the extremes. It never gets shrill or paper thin while still retaining it's bite. #2) The Sound - The R.Attack's sound is fuller and rounder in general over the Proco rats sound while still sounding like a RAT. Honestly, it was my friends 80's rat that got me into the rat sound but my Rat 2 never quite lived up to what I remember. The first time I plugged in the R.Attack, it had the sound I loved. Raspy, grindy yet meaty. #3) The Versatility - The R.Attack is three Rat's in one. It's a You Dirty Rat, Turbo Rat and "Vintage" Rat all in one. The Dirty Rat is odd in that it has less volume and grind than the other modes. The Turbo and Vintage, on the other hand, sound more similar to one another with the Turbo mode adding a midrange hump. Both of these modes sound fantastic. Additionally, these modes seem to offer more gain than the Proco at a cost of slightly less range. They get close to their full "normal" range around 12-1 O'clock. After that it starts to move into distortion / fuzz zone. #4) Construction - The build is top notch. Solid pots and decent switch. Definitely not junk at all. Overall this pedal sounds like what I think of when I think of the RAT. My last RAT pedal is now on my small board and, if I pick up another R.Attack, it will be in the drawer.