Just ordered a POD HD 300 from Sweetwater. Thanks to my lovely lady. :)
I guess they've been discontinued or replaced, I don't know. Seems I grabbed the last one - a demo at that. 
 
The 400 and 500 didn't do anything I couldn't live with. The rack version is too expensive for my purpose. I have a love/hate relationship w/ the classic bean. For over $100 less, and with the expression pedal and footswitching, the HD 300 looked like my best bet. I'm guessing that I'll do most deep tweaking via the computer, anyway.
 
I've been recording more and more guitar tracks recently and I came to the conclusion that my best bet was to mix and match. Throw a mic in front of a low wattage small amp and beef it up with an overdub using a POD or the Spider. One thing I know is that I really prefer not to rely on software. Personal preference.
 
Anyway, I sort of came to the conclusion that I probably won't ever be able to get the sound I want w/o cheating a bit. There's no way I can record a big Marshall amp or Mesa Boogie w/ a full size cab around here. I simply cannot generate the kind of volume I need to record something that really sounds like what it should sound like: loud guitars. 
 
That being said, I'm still planning and budgeting the tube amp - most likely the Marshall DSL or a Blackstar HT-5R. 
 
 

Congratulations on the HD Rain. :) You'll enjoy it. I run mine into my Marshall Class 5 head and also direct. I'm happy with the sound and the software is cool too.

You have a Class 5? I wanted to try one of these because they're budget friendly but, by itself, I wasn't so sure a Class 5 would be versatile enough. You make me realize that the new POD HD could be used in conjunction with it - and that would potentially make the little Marshall a much more serious contender. :)
 
 

Yep, it's a one trick pony by itself, but that HD opens it right up. It's a nice sounding little amp, and definitely budget friendly. I couldn't afford a DSL or anything like that. I'm happy with the Class 5. It's a lot louder than I thought it would be. :)

I've used PODs since they first came out but never made it past POD 2. I'm still using that one, but most of the time, I disable cab emulation and run it through RedWirez impulses or others. It does help with clarity but obviously it doesn't do a thing for dynamics - which is always the biggest problem.
 
A while ago, I downloaded the POD XT cabinet impulses some fellow created and tried them w/ my old POD and liked the results much better, so my first idea was to simply "upgrade" to an XT, grabbing one on eBay. But then again, that's older technology - might be a bit better than old POD 2 obviously, but HD has got to be a bit better.
 
 

I got a Pocket Pod years ago and thought it sounded pretty good considering the money spent. But the HD is definitely better, clearer, and is way more versatile than the Pocket Pod. I definitely think you'll be happy with it. :)

 
I think the PODs have come a long way in the last several years. One thing I like about the HD series is GUI when you connect it to a computer. Makes setting it up much better. As it turns out I am doing a similar thing to your idea Rain. Occasionally combining the POD and computer amp simms. I still have a tough time finding "the tone" no matter what I'm using.

I have one third of the dream rig......I have the Variax, now I need the HD500 and the Amp.
 
JR

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I have one third of the dream rig......I have the Variax, now I need the HD500 and the Amp.
 
JR

I have two thirds; the Variax and the HD500 (sad footnote. I've had the HD500 for over 9 months now but I have not even opened the box yet ).
 
Since I'm not really a guitar player I'm not sure I want/need the Amp.

BTW Krist. Congrats on the new toy.