its nice to be fair, with CS and CS2 theres been nothing that reeeally grabs me to make me upgrade, i'm still old school and use 7 lmao. But i am going to be getting CS3. Its smoother for one, noticably, maybe because i am so used to 7, but it just seems nicer than CS2. There aren't an amazing amount of features that i'd used straight away extra, but you can now import images into it from 3D programs like Poser and 3DSM. and edit them in there. they've kinda got all the cool bit together and done a good job i think. although at £650, tis a bit steep. not that i condone such things, but if a copy should happen to fall into my lap i might just run off with it