Connectivity, compatability, processing power, quality of onboard DSP, A/D and D/A convertors, headroom, dynamic range, noise floor, quality of analog components, either transparent or pleasant signature "sound", number of channels, higher bit/sample rates (will Audigy do 16 channels simultaneous of 24/96 sound? My Echo Layla 24 will, and the new ones will do 16 channels of 24/192 and up!) All of these features are improved, to varying degrees, once you graduate from anything Sound Blaster to a dedicated recording audio interface. You do lose compatability with most 3d game sound protocols, though. If you upgrade you might want to keep the SB stuff around if you play games.