Pros: Windows Mobile in a small clam-shell style phone. Nothing else like it, really. It plays Audible.com audiobooks, MP3s (don't need iTunes), syncs up with Outlook, and you can download all kinds of cool software. You can even expand the memory with a 1GB SD card. It does everything an iPod can do and much more.Cons: The hinge is poorly designed, so if you drop it or flip it open too fast, it will most likely crack. I've glued mine twice already. I've dropped other phones without any problems (other than minor scratches).