Zkamp - I made the swap and am glad I did. I rode the Burner with the 3-Way for about 100 miles, then after reading Tscheezy's comparison of the RP3 to the 3-Way and other shock, I decided to convert. I now run the 3-Way on my O2 which is dedicated more for high speed XC/racing. The Burner was upgraded to the XR rockers and the RP3 for a 4" trail bike. My experience with both shocks is that the 3-way SPV really does work and provides a predicatable and very efficient platform, great for racing and climbing but not as buttery smooth as the RP3 on small hits and stutter bumps. You can tune the 3-way to feel plusher, but you trade off on the platform. By comparison, the RP3 is just way more sensitive at all levels in the stroke. Part of this may be the added leverage and additional travel from the XR rockers, but my first real test ride in Fruita opened my eyes to what a good 4" travel bike is capable of. The Burner with the RP3 in full plush mode just devoured eveything I threw at it and never came close to bottoming. The ability to change the settings is also a huge benefit. On the long climb up Mary's Loop, I just ran it in "+" mode and had no movement at all in the back, but plenty of suspension on ledge climbs and pop-overs. For the drop into Horsethief Bench and for the rest of that loop, plus Steve's Loop I just ran it full "-". It was really great feeling. I still like the 3-way for pure XC style riding, it is light and quite adjustable, but you don't have the option to vary your settings like on the RP3. Both are excellent shocks, but if I had to choose just one, it would be the RP3 hands down. Mine is not pushed by the way.