I just scored an early Epifani UL310 S1 (with B&C drivers) at my local GC for a pretty darn good deal. This is going to be my main (and only) cab. I just ordered a LMIII to go with this guy....but I am kinda having a little buyer's remorse and wondering if I should have got the Aguilar instead. In the past, I have had both heads....but used with different cabs. One of my all time fav rigs was a LMII with an S2 UL410 I had several years ago. That rig was KILLER!!! It was smooth, loud, fat, etc, etc. It really was a nice rig. The whole reason I picked up the UL310 was to try and get back some of that same mojo I had with the UL410. Thus, the reason for me ordering the LMIII....well plus MF has a 15% so the amp was $509 shipped. $100 off is a pretty enticing offer. If I ever start gigging hard again, I could see myself getting another UL410. If that were to ever happen, already owning a LMIII would make the UL310-to-UL410 transition a smooth one. FFWD to several months ago....I had a Baer ML112 stack with an Aguilar TH500. Very seldom did I use two ML112's. I usually rolled with one....guess that's neither here nor there. Just thought it might be useful info. The rig sounded good in a mix. You can tell it was one of those rigs that are meant to sound good in a mix and not in your bedroom. I struggled to get a sound from that rig that I really liked though. Yes, it sounded good in a mix.....but it really didn't float my boat. I need a rig that will sound good in a mix AND make me smile. I really couldn't tell you what part of that rig was the issue....was it the Baer cabs or Aguilar head?? I dunno. the rig was punchy and grindy for sure. It just lacked the smooth-thick-freakiness of past rigs I have owned (including the LMII/UL410). Another thing, after my short tenure with the TH500...I realized I am NOT a dirty bass player. I like my tone clean, smooth, fat, and creamy. And as we all know, the grind and dirt behind the TH500 is the real genius part of this amp. Apples to apples, I think (dare I say know) the Aguilar is going to be a better build quality than the LMIII. Additionally, I would gather the TH500 is going to be louder than the LMIII (ie, knowing the way Aguilar "limits" their head -vs- the way MB limits their head). The drive knob will be a useless feature for me on the TH500....while the filters on the LMIII are something I missed on the Aguilar. I think paired with the UL310, the Aguilar TH500 might sound a tad more controlled, tighter, more punchy. I just wonder will it have that smooth/thick/creamy factor I have been missing???? One more thing is the mute switch...not a deal breaker. But having one is nice. Although, how hard is it to reach over and turn you master all the way down.....not that hard really. The mute switch is a moot indifference with a slight nudge towards missing it. Another thing is warranty/CS/Reliability. I HATE the way MB has handled warranty issues in the US. Their warranty service provider, VST, scares me. Although, they do have a center in the DFW area should the need aver arise. Although I do not expect to have a warranty issue, it's the nightmare stories that put me off. It's not a deal breaker.....just a put off. MB's warranty is 2 years -vs- Aggie's 3 year warranty. As far as Aguilar's warranty is concerned, I have no fears/nightmares as to how they would handle a bum TH500. I guess it basically boils down to sound. Which head will sound the best (with the UL310)? After the 15% off, the Aggie is $100 more than the LMIII. Although we're only talking a $100....it's still a $100. With a wife/kids/mortgage/etc, saving a $100 is something that can/will sway a decision. Will the Aggie still have that mid-grindy sound with the UL310 as it did with the Baer? Or, will I be able to coax some smooth-buttery-creaminess out of the TH500 with the UL310. I am all set to keep the LMIII when it arrives. But if I am seriously going to be missing something with the TH500, I will give the amp another shot. Otherwise, I will just be happy with what I have. Thoughts?????????????