I have used a BD-2 for probably 10 years now. It has been my only/go to drive pedal. I've never really thought of having much else other than something with a lot more distortion to relive my heavy metal days. After reading here (and maybe TGP) I decided to give the OD-3 a shot. I'm not totally sure how I feel about it. I only had a chance to AB them in my house and haven't had a chance to try the OD-3 out in a band setting. My initial impressions... I'm not sure I would have seen the OD-3 as a BD-2 if I were not to have read it here. - There seems to be a slight "mid bump" in the OD-3 over the BD-2. - The OD-3 doesn't have as much "gain/distortion" as the BD-2 ...... That can be fine because I usually set the Gain about 9 o'clock. - I usually use the BD-2 for playing chords where I can still hear the notes... yet the "blend" together. I guess the OD-3 will do that, I'll just have to see how it does FOR ME in a band setting. Are those two differences the two main ones you guys see? Why do you like the OD-3 so much more than the BD-2?