In terms of being able to do (useful) things you couldn't do in the previous version, Bryce5 is much more of an upgrade over Bryce4 than 4 was over 3. Bryce4 was essentially a repackaging con trick, a cynical marketing ripoff. Bryce5 does suffer some marketing nonsense. The changes to the look of the interface are all about making it appear new and different, and nothing to do with improving workflow. But 5 has got quite a lot of real 'stuff' that adds something substantial to the artist's toolset. Bryce5 represents a serious and genuine effort on the part of Corel to improve a niche product that is inately difficult (apparently) to improve. The proof of the pudding is in the eating, and this is a pudding you can eat for free and with no obligation for 30 days, via the fully functioning, non restricted demo. That's what I did. I went in as a 'doubting Thomas', and as the demo ran out of days the need to buy the upgrade package became stronger.