IMHO although it runs simlar software to the S3 the Note II gives a much better user expereince. If you travel the US S3 does not have a set of world wirelesses like the Note II does. The better CPU also adds to the experience re the NOTE and will do so even more in the future. A word of caution on the Sprint version of the Note II. If you travel although it has a full world wireless stack it has an "embedded" GSM chipset so you CANNOT put a local SIM card in when traveling. i.e. you have to pay Sprint for each and every call when overseas. Naughty Sprint!