Just HAD to get up a little early and experiment. V3 is definitely pretty awesome ... the V3 to V2 option allows you to use V2 mats, and also V2 clothing with no problems at all. Depending on the clothing, some can be morphed to fit her with little difficulty, depending on the clothing and the morphs you apply to the V3 figure as well. One thing I have discovered, and someone can correct me if I'm wrong, in either case, V2 facial and body morphs do not work in either case. But, the new morphs that come with V3 are excellent ... she does take more time to work with, but I think the end result is much, much nicer.