How large a processor do you have and how much memory? If you have over 1.7G proc, osXP or another os that can use All your memory and at least 1G of RAM and a lot of scratch space, then and only then is the Upgrade, only, worth it. Oh, don't even think of trying animation. You also need a whopping amount of patience, and a love of small intimate pictures. I had it, didn't install it, got V3, installed it, loved it-- a lot, I'm one of the people who really likes firefly, then liked it, now am struggling not to hate it and to keep it from crashing a lot. I love the dynamic hair as long as I don't have to make it-- there are good cheap versions out there, mostly at Rdna, that render well and don't look like wire, look at my gallery if you don't believe me. I have never figured out the cloth room, too much effort to get one dress on one figure in my opinion. I love the material room even though it still drives me nuts occasionally. Short version, worth the upgrade marginally in you don't do animation and have a machine that can work it to it's peak. Which ain't all that much of a peak. I'm gonna get the Environment Creator at Daz and see if those lights improve my experience in P5. They might. or then again. . . . Emily