I just picked up the Fender Mustang III today. It is a 100w Modeling amp, with tons of settings. It contains 100 amp presets from 12 different amp models that deliver tones from vintage Fender to modern metal, and 37 different effects in four categories. All of this comes out of a 12" Celestion speaker and after playing it for a little while at Firehouse Music, and comparing it to a few other smaller amps, I had to have it. It sounds great and I was able to dial in some sweet amp sounds that I can't wait to get it home. I traded in my Bugera V22, which was a beautiful sounding Tube amp, but it just did not have enough versataility for me. Which is to bad, because it was a nice tube amp and sounded great, but it was just not for me. I lost about $125 on that amp after having it for a year, but I did not use it enough and it was heavy as hell to cart around. I actually went in to try out the Orange Crush 35LDX, but it sounded like the music was coming out of a small radio box. They did not have the VOX VT40, so I looked at the Mustang II and Mustang III. The 12" Celestion speaker in the Mustang III with 100w was a big winner compared to the Mustang II's 10" speaker with 40w. There was a huge difference in sound comparing the Mustang II & III, but the Mustang II at $199 did win hands down against the Orange 35LDX at $239. It is amazing how when you MIC the Orange Crush 35LDX, like people have on youtube, it sounds better than what it really is. I was severly dissapointed in the Orange SS combo amp, from what some people said about it and what I heard, but I did come away a winner with the Mustang III. I think this is the amp I have been looking for, and the added bonus that is comes with software and a USB cable to hook it up to my computer and setup/download some more great sounds. I will have to put some sample sound clips out here when I get a chance.