In my opninion M3 is very well worth the price. The higher poly count is very evident at render time. As an example, compare close-up renders of M2's and M3's ears. Huge improvement. On the other hand, I'm finding the facial morphs to be more limiting than I'd like. To be fair, I haven't had enough time to really figure out all the tricks and workarounds that might help. I was trying to approximate the face of Vitor Belfort this afternoon (a champion fighter,) and had a really hard time getting M3's face to look as pugnacious as Belfort's does in profile. I ended up using almost every morph. I got a good face, but not quite the one I wanted. M3 wants to be "prettier" and smoother looking that the character I'm working towards. It's possible that I'd get a better approximation with M2, although at the expense of all those helpful extra polygons. However, if I wanted to create more of an Oscar de la Hoya, Justin Timberlake, or Brad Pitt sort of face, yeah, Mike 3 would be perfect. Know what I mean?