The 3G Touch is physically identical to the 2G. The new features in the 3.1.1 firmware are nice additions. (I'm assuming all models have this) Now to the good stuff. Voice Control - Works well and no voice recognition needed. Everything it is supposed to do it does and is really funny and cool to use. It makes it much easier if you are on the bus or driving to just hold the home button and speak, instead of pulling your ipod out. The New Headphones - The Headphones are the same with the addition of a mic and volume feature. Also, you can pause and play by tapping the center. So far it is very easy to use and again makes it much more convenient for the user. The only disappointment is you can't change tracks on the remote. Speed vs. Jailbroken 1G - Enormously faster as expected. I know the jailbreak slows down the iPod, but it is about 10x faster. Speed vs. 2G (Identical Music and Video Apps (2G Non-Jailbroken)) - Just roaming around the iPod and starting and stopping music shows no noticeable improvement. When playing games and loading in Safari there is some noticeable difference. I played Need for Speed in both and I can clearly see the difference in speed between the two devices. The transition in frames is definitely smooth in the new 3G compared with the old. If you are a 2G owner and feel the need to upgrade ALL cases and protectors WILL fit on the 3G My Recommendation - If you have a 1G upgrade because it is so much faster. If you have a 2G don't bother because it is not that big of an improvement. Much of the iPod just made it more convenient for the user to stop and start music. The speed is noticeable when playing big games, but overall not worth the upgrade. OO and here is my story about getting it: Best Buy employees are retarded. I went there first and the lady tried selling me an old 32 for 400 and told me to just get a price adjustment cause there's "No difference between the two". I put her in her place and told her everything about the new iPod. THen i went over too Apple. Those sneaky people tried to hide the new iPods and were pushing people to buy the old models. When i asked about the new iPods the employees were ready to kill me but nobody heard me asking so the uninformed public kept buying all the old models for them.