In re the v.2 to v.3 upgrade; I spend most of my time in the vertex modeller and the changes there were well worth it. Adding creasing to the existing sub-D's there meant I could roll up complex smooth shapes very quickly. Vertex modeller also increased the ways to work with selections, and integrated the background picture into the application where I can now place front, top, and side reference pics right in the modelling window. Tthe render engine got a streamlined interface and GI seems to have sped up by two times or more. Carrara can do a scene with real radiosity in a tenth the time that Bryce can fake it with multiple lights. Did the tree modeller come in this upgrade? I can't remember now. The atmospherics have increased options enough to offer a Bryce-like "sky lab." And, not a small point, the whole thing feels extremely solid and darn near bullet-proof. I don't think I've managed to crash it once.