@RossA The main appeal is the buttons/paddles on the rear and the removable stick modules. It has a few minor improvements and additional function buttons to adjust headset volumes and such, and the ability for custom profiles for different button layouts. Really useful if you want to change the use of the back buttons from gear changes in a racing to crouching and weapon change in a shooter. Feels heavy, which is nice and comes with a nice little case and charging cable.