Just so you know. I really listened to my 483 > SXM2 > T+modUA-5 for the first time on a pair of B&Ws the other night at chucky's (I was doing the lappy thing before with the VXpocket and SONY MDR-7506s). The T+modUA-5 by itself is strident in the highs and lacks a real bottom end. Maybe good for electronic music but anything with real bass will not be well represented with this as an all in one box when using 480s. With the Sax in front, it changes it completely. There is warmth and detail....the highs are much smoother and realistic rather being brash. The imaging was alot better too, much deeper. The front end of that UA-5 needs serious improvement to even come close to an outboard pre, IMHO. We were really grooving on some seriously heavy stuff I grabbed the other night (Kinski 6-7 feet from stage lip) and it was amazing in detail and raw energy/sound. I was amazed at the high hats was clear even in the thickest moments of complete guitar fuzz and reverb (which was brillantly rendered)....no collapse or compression. WIth the KM140s in front, the sound was a little more natural and the soundstage even deeper. The AKG sizzle is gonna always be there no matter what pre or A/D you use. I think a PSP, Sax or a MP-2 would make the T+mod really kick some serious pa-tootie and give the V3 a run for it's money.