Just ABed these two Boss Octaves out of interest, thought some of you might be interested in my take on the results. First, the OC-3's "OC-2" mode: First thing to say is that in general the OC-3 has a lot more gain than the OC-2. Cranking up the knobs results in a fairly major volume boost compared to the dry sound. This goes for both octave level knobs as well as the direct level knob. Setting the octaves at approx 70% level creates the most faithful reproduction of the OC-2. And, if you weren't familiar with the OC-2 you'd basically have no idea there was a difference. However, when you compare you will notice that the OC-3 octave sound seems to have much more definition to it. Sounds like more midrange EQ boost - the effect is that it kinda sounds a bit honky compared to the very subdued and muffled tone of the octaves on the OC-2. Using that available boost and cranking up the octaves takes it beyond anything the OC-2 is capable of. Personally, I think it's OTT - the octaves stand out a lot and you can hear all the artifacts and weird nastys that are otherwise buried in the mix when using the OC-2. If you could get this much gain out of the old version it would probably sound like this. Unfortunately at this level you can also hear some modulation in the octave when you let the instrument sustain. When the octaves are sitting this proud in the mix its kinda off putting to hear them wavering around as if they have bad chorusing added to them. The OC-2 also has a slight hint of the same thing, but because of their more subdued sound I had never really noticed it before. The Poly mode: It works pretty well I guess, and I was excited to try it out - but after about ten minutes of mucking around I came to a realisation; I couldn't think of a single instance in which this would be useful to me - even when playing guitar Still, I am but one man and I'm sure others will use it in ways that I have not imagined. IMO it just sounded muddy and ugly on chords. Yes it works, yes it works pretty damn well, yes it tracks jazzy chords... BUT it's just a pretty useless sound in reality, and the jazzier the chord, the uglier it gets. A major exception I suppose is that it would make power chords sounds pretty fat with some kick ass distortion following it. But, then again, straight octaves sound damn fat with distortion too! The most useful feature of this mode is the RANGE knob. This allows you to select a band of frequencies inside of which the octave is generated. Outside of this band, the signal is left unprocessed. This can be employed to great effect by playing in and out of the frequency band. For instance, set it to affect low frequencies and all your fat, low down finger picking has the octave added. However, slip in a little slap lick somewhere up the fretboard and it comes out clean! Or, vice versa, leave the low notes clean, but when you drop in a fill lick up the neck in between verses you get the definition of a full sounding high note with octave. Nothing you cant do with some foot co-ordination, but this is a no brain-er set and forget - no mistakes and no strained look of concentration on your face! I can see this type of feature being common on new pedals in the future. Drive mode: Yeah, well, it's ok I guess. Nothing really special, but surprisingly flexible for what seems like a bit of an afterthought. You can even dial it down to just a straight distortion if you want (without the octave.) There seems to be some interaction between the octave control and the drive sound in this mode. I know that sound obvious, but it's more than what you might think. The octave knob varied the octave sound, but it also appeared to change the character of the distortion - giving it more bite and presence the higher you went. It almost seems as if it's intentionally trying to compensate for the extra woofiness you get from cranking the octave by adding a bit more edge to the sound. Don't know if that's how it's intended, but that's what I heard. Perhaps it's just by virtue that it drives the distortion circuitry harder creating more harmonics (square-er waveforms.) So, that's that. Everything else is as you would expect from Boss - which IMO is damn good. Easy to use, clearly labeled and built like a brick ****-house. Some marks off because the finish on the case seemed to be easily scratched which is not a huge problem, but seemed unusual in my experience of Boss pedals. So, I give it a 8/10 on the surface, but it's just not for me. Good sound, great features, but when it comes down to it, the OC-2 does everything I need it to do.