Things I really like: 1. New and Improved RAW, B&W is really nice. 2. The ability to work on JPG/Tiff in ACR. Don't know if I'm dreaming, but I seem to be able to save JPG's from my CP that I couldn't before. 3. All of actions still work. 4. Noise Ninja still works (although CS's filte is pretty good now). 5. My FM resize still works (a cheap but great plugin). 6. Non-distructive filters - a real time saver 7. Bridge - just the speed increase alone is huge. 8. With the discount coupon, probably a "must have" upgrade.